sc13d
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Saratoga Investment Corp.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
80349A 109
(CUSIP Number)
Richard A. Petrocelli
Managing Director
Saratoga Investment Advisors, LLC
535 Madison Avenue
New York, New York 10022
(212) 750-3343
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 30, 2010
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§
240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box
o.
The information required on the remainder of this cover page shall not be deemed to be “filed” for
the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to
the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
Page 2 of 16
SCHEDULE 13D
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1 |
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CHRISTIAN L. OBERBECK |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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PF |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States of America
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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5,523,028 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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1,578,948 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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5,523,028 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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1,578,948 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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7,101,976 (See Item 5) |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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26.49% (See Item 5) |
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14 |
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TYPE OF REPORTING PERSON |
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IN |
Page 3 of 16
SCHEDULE 13D
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1 |
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
RICHARD A. PETROCELLI |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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PF |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States of America
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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328,947 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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0 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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328,947 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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0 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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328,947 (See Item 5) |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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1.23% (See Item 5) |
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14 |
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TYPE OF REPORTING PERSON |
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IN |
Page 4 of 16
SCHEDULE 13D
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1 |
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CHARLES G. PHILLIPS IV |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP*
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS* |
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PF |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States of America
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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328,947 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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0 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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328,947 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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0 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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328,947 (See Item 5) |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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1.23% (See Item 5) |
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14 |
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TYPE OF REPORTING PERSON |
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IN |
Page 5 of 16
SCHEDULE 13D
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1 |
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JOHN F. MACMURRAY |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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PF |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States of America
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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36,184 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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0 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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36,184 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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0 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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36,184 (See Item 5) |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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0.13% (See Item 5) |
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14 |
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TYPE OF REPORTING PERSON |
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IN |
Page 6 of 16
SCHEDULE 13D
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1 |
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CHARLES P. DURKIN, JR. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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PF |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States of America
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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197,368 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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0 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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197,368 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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0 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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197,368 (See Item 5) |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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0.74% (See Item 5) |
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14 |
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TYPE OF REPORTING PERSON |
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IN |
Page 7 of 16
SCHEDULE 13D
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1 |
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JOHN P. BIRKELUND |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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PF |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States of America
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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657,895 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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0 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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657,895 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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0 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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657,895 (See Item 5) |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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2.45% (See Item 5) |
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14 |
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TYPE OF REPORTING PERSON |
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IN |
Page 8 of 16
SCHEDULE 13D
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1 |
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SARATOGA INVESTMENT ADVISORS, LLC (I.R.S. Identification No. 27-2235250) |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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WC |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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789,474 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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0 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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789,474 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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0 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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789,474 (See Item 5) |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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2.94% (See Item 5) |
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14 |
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TYPE OF REPORTING PERSON |
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IA |
Page 9 of 16
SCHEDULE 13D
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1 |
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CLO Partners LLC (I.R.S. Identification No. 20-5190132) |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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WC |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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789,474 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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0 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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789,474 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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0 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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789,474 (See Item 5) |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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2.94% (See Item 5) |
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14 |
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TYPE OF REPORTING PERSON |
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OO |
Page 10 of 16
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Item 1. |
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Security and Issuer |
This Schedule 13D (the “Schedule 13D”) is being filed to report the beneficial
ownership of shares of common stock, par value $0.0001 per share (the “Common
Stock”), of Saratoga Investment Corp., a Maryland corporation (the
“Issuer”) by each of the reporting persons named herein (each, individually, a
“Reporting Person” and collectively the “Reporting Persons”). The
principal executive offices of the Issuer are located at 535 Madison Avenue, New York,
NY 10022.
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Item 2. |
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Identity and Background |
This Schedule 13D is being filed jointly by the following persons:
(1) Christian L. Oberbeck, a United States citizen, is the President and Chief
Executive Officer and a member of the Board of Directors of the Issuer. Mr. Oberbeck
is also the Managing Member of Saratoga Investment Advisors, LLC, the external
investment adviser to the Issuer, and the Managing Partner of Saratoga Partners, an
independent, New York-based merchant banking firm. The principal business and office
address for Mr. Oberbeck is 535 Madison Avenue, New York, NY 10022.
(2) Richard A. Petrocelli, a United States citizen, is the Chief Financial Officer,
Secretary, Chief Compliance Officer and a member of the Board of Directors of the
Issuer. Mr. Petrocelli is also a Managing Director of Saratoga Investment Advisors,
LLC and Saratoga Partners. The principal business and office address for Mr. Petrocelli
is 535 Madison Avenue, New York, NY 10022.
(3) Charles G. Phillips IV, a United States citizen, is a Managing Director at Saratoga
Partners and an investment professional at Saratoga Investment Advisors, LLC. The
principal business and office address for Mr. Phillips is 535 Madison Avenue, New York,
NY 10022.
(4) John F. MacMurray, a United States citizen, is an investment professional at
Saratoga Investment Advisors, LLC and Saratoga Partners. The principal business and
office address for Mr. MacMurray is 535 Madison Avenue, New York, NY 10022.
(5) Charles P. Durkin, Jr., a United States citizen, is a Senior Advisor at Saratoga
Management Company. The principal business and office address for Mr. Durkin is 535
Madison Avenue, New York, NY 10022.
(6) John P. Birkelund, a United States citizen, is a Senior Advisor at Saratoga
Management Company. The principal business and office address for Mr. Birkelund is 535
Madison Avenue, New York, NY 10022.
Page 11 of 16
(7) Saratoga Investment Advisors, LLC, a Delaware limited liability company
(“Saratoga”), is registered with the SEC as an investment advisor under the
Investment Advisers Act of 1940 and serves as the external investment adviser to the
Issuer. The principal business and office address for Saratoga Investment Advisors,
LLC is 535 Madison Avenue, 4th Floor, New York, NY 10022.
(8) CLO Partners LLC, a Delaware limited liability company (“CLO”), is wholly
owned by Mr. Oberbeck. The principal business and office address for CLO Partners LLC
is 630 Lake Avenue, Greenwich, CT 06830.
During the last five years, none of the Reporting Persons has been (a) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which proceeding such Reporting Person is or was subject to
a judgment, decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
The name, citizenship, present principal occupation or employment of each director and
executive officer of Saratoga Investment Advisors, LLC, and CLO Partners LLC is set
forth in Schedule A attached hereto. To the best of the Reporting Persons’
knowledge, except as set forth in this Schedule 13D, none of such individuals owns any
share of Common Stock.
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Item 3. |
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Source and Amount of Funds or Other Consideration |
The funds for the purchase of the shares of Common Stock reported herein (the
“Shares”) were derived from the personal funds of each Reporting Person who is
a natural person and from the available working capital of Saratoga Investment
Advisors, LLC and CLO Partners LLC. A total of $13,150,000.64 was paid to acquire the
Shares.
Page 12 of 16
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Item 4. |
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Purpose of Transaction |
The Reporting Persons acquired the Shares because they believed that the Shares were
undervalued due to poor management of the Issuer and the lack of a refinancing
alternative to cure the event of default under the Issuer’s then-existing secured
credit facility with Deutsche Bank AG, New York Branch (the “DB Facility”). Through
the investment of approximately $14.9 million in the Shares and their ability to find
replacement debt financing for Issuer in order to permit it to cure the event of
default under the DB Facility, the Reporting Persons were able to cause the Issuer to
agree to take the following actions:
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• |
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engage Saratoga Investment Advisors, LLC to act as its external investment
adviser and administrator; |
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• |
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appoint Messrs. Oberbeck and Petrocelli as its President and Chief
Executive Officer, and Chief Financial Officer, Secretary and Chief Compliance
Officer, respectively; |
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appoint Messrs. Oberbeck and Petrocelli as members of its Board of
Directors to replace two resigning directors who were affiliated with its
former external investment adviser and administrator, GSCP (NJ) L.P.; and |
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change its name and ticker symbol from “GSC Investment Corp.” and “GNV” to
“Saratoga Investment Corp.” and “SAR,” respectively. |
The Reporting Persons may make further purchases of shares of Common Stock from time to
time and may dispose of or sell any or all of the shares of Common Stock held by them
at any time.
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Item 5. |
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Interest in Securities of the Issuer |
(a) The percentages set forth below and on pages 2 through 9 hereof are based on
26,808,531 shares of Common Stock outstanding, which is the 16,940,109 shares of Common
Stock outstanding as of July 7, 2010, as disclosed in the Issuer’s Quarterly Report on
Form 10-Q filed with the SEC on July 15, 2010, together with the sale of 9,868,422
shares of Common Stock sold by the Issuer in connection with the Stock Purchase
Agreement described in Item 6 below. The foregoing does not take into account the
10-for-1 reverse stock split of the Issuer’s outstanding Common Stock that the Issuer
has recently announced that it will undertake.
By virtue of the manner in which the Reporting Persons acquired the Shares, they may be
deemed to have formed a “group” within the meaning of Section 13(d)(3) of the
Securities Exchange Act of 1934 and may be deemed to beneficially own 8,651,317 shares
of Common Stock, constituting
Page 13 of 16
approximately 32.26% of the outstanding shares of Common Stock. However, (i) Messrs.
Petrocelli, Phillips, MacMurray, Durkin and Birkelund disclaim beneficial ownership of
the Shares beneficially owned by each other, Mr. Oberbeck, Saratoga Investment
Advisors, LLC and CLO Partners LLC and (ii) Mr. Oberbeck, Saratoga Investment Advisors,
LLC and CLO Partners LLC disclaim beneficial ownership of the Shares beneficially owned
by Messrs. Petrocelli, Phillips, MacMurray, Durkin and Birkelund.
(b) (i) Mr. Oberbeck has sole voting and dispositive power with respect to 5,523,028
shares of Common Stock and shared voting and dispositive power with respect to
1,578,948 shares of Common Stock held by Saratoga Investment Advisors, LLC and CLO
Partners LLC due to the fact that he is the Managing Member of these entities.
(ii) Mr. Petrocelli has sole voting and dispositive power with respect to 328,947
shares of Common Stock.
(iii) Mr. Phillips has sole voting and dispositive power with respect to 328,947
shares of Common Stock.
(vi) Mr. MacMurray has sole voting and dispositive power with respect to 36,184
shares of Common Stock.
(v) Mr. Durkin has sole voting and dispositive power with respect to 197,368
shares of Common Stock.
(vi) Mr. Birkelund has sole voting and dispositive power with respect to 657,895
shares of Common Stock.
(c) Other than the acquisition of the Shares described herein on July 30, 2010,
there have been no transactions in the Issuer’s Common Stock effected by the Reporting
Persons during the past 60 days.
(d) No person (other than the Reporting Persons) is known to have the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the sale of,
the Shares.
(e) Not applicable.
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Item 6. |
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer |
Saratoga Investment Advisors, LLC and CLO Partners LLC entered into a Stock Purchase
Agreement, dated April 14, 2010 (the “Stock Purchase Agreement”), with the
Issuer relating to, among other things, the acquisition of the Shares and the matters
described Item 4 of this Schedule 13D, including the engagement of Saratoga Investment
Advisors, LLC to act as the Issuer’s external investment adviser and administrator; the
appointment of Messrs.
Page 14 of 16
Oberbeck and Petrocelli as the Issuer’s President and Chief Executive Officer, and
Chief Financial Officer, Secretary and Chief Compliance Officer, respectively; and the
appointment of Messrs. Oberbeck and Petrocelli as members of its Board of Directors to
replace two resigning directors who were affiliated with its former external investment
adviser and administrator, GSCP (NJ) L.P. Immediately prior to the consummation of the
stock purchase transaction contemplated by the Stock Purchase Agreement, Messrs.
Oberbeck, Petrocelli, Phillips, MacMurray, Durkin and Birkelund executed joinder
agreements and became parties to the Stock Purchase Agreement.
Pursuant to the terms of the Stock Purchase Agreement, the Reporting Persons have
agreed not transfer one-third of the shares of Common stock acquired by them pursuant
to the Stock Purchase Agreement until July 30, 2011.
In connection with the Stock Purchase Agreement, the Reporting Persons entered into a
registration rights agreement (the “Registration Rights Agreement”) with the
Issuer, pursuant to which the Issuer granted to the Reporting Persons certain
registration rights related to the Shares. Under the Registration Rights Agreement,
the Issuer agreed to use its commercially reasonable efforts to prepare and file with
the Securities and Exchange Commission (the “SEC”) a registration statement for the
purpose of registering the resale of the Shares. The Issuer agreed to file the initial
registration statement with the SEC within 30 days of the closing of the transaction
contemplated by the Stock Purchase Agreement (such date referred to herein as the
“Trigger Date”) and to cause such registration statement to be declared
effective within 90 days after the Trigger Date. The Issuer is also required to use
its reasonable efforts to amend such registration statement or file with the SEC such
additional registration statement(s) as necessary to allow the continued registered
resale of all of the Shares.
The Reporting Persons are parties to an agreement with respect to the joint filing of
this Schedule 13D and any amendments thereto. A copy of such agreement is attached
hereto as Exhibit 1 and is incorporated by reference herein.
Page 15 of 16
The foregoing description of the Stock Purchase Agreement and the Registration Rights
Agreement is qualified in its entirety by reference to the Stock Purchase Agreement and
the Registration Rights Agreements, which are filed as Exhibit 2 and
Exhibit 3 hereto, respectively, and incorporated by reference herein.
Except as otherwise described in this Schedule 13D, there are no agreements,
arrangements, understandings or relationships (legal or otherwise) among the persons
named in Item 2 and between such persons and any person with respect to any securities
of the Issuer.
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Item 7. |
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Materials to be Filed as Exhibits |
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Exhibit |
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Description of Exhibit |
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Exhibit 1
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Joint Filing Agreement, dated July 30, 2010 |
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Exhibit 2
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Stock Purchase Agreement, dated as of April 14, 2010, GSC Investment Corp.,
Saratoga Investment Advisors, LLC and CLO Partners LLC (incorporated by reference to Exhibit 10.1
to the Issuer’s Current Report on Form 8-K filed June 4, 2010). |
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Exhibit 3
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Registration Rights Agreement, dated as of July 30, 2010, by and between GSC Investment
Corp., GSC CDO III L.L.C., Saratoga Investment Advisors, LLC, CLO Partners LLC and the other
signatory parties thereto (incorporated by reference to Exhibit 10.4 to the Issuer’s Current
Report on Form 8-K filed August 2, 2010). |
Page 16 of 16
SIGNATURE
After reasonable inquiry and to the best of his or its knowledge and belief, each of the
undersigned certifies that the information set forth in this statement is true, complete and
correct.
Dated: August 3, 2010
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CHRISTIAN L. OBERBECK |
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By: |
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/s/ Christian L. Oberbeck |
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RICHARD A. PETROCELLI |
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By: |
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/s/ Richard A. Petrocelli |
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CHARLES G. PHILLIPS IV |
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By: |
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/s/ Charles G. Phillips IV |
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JOHN F. MACMURRAY |
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By: |
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/s/ John F. MacMurray |
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CHARLES P. DURKIN, JR. |
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By: |
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/s/ Charles P. Durkin, Jr. |
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JOHN P. BIRKELUND |
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By: |
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/s/ John P. Birkelund |
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SARATOGA INVESTMENT ADVISORS, LLC |
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By: |
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/s/ Richard A. Petrocelli |
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Name: Richard A. Petrocelli
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Title: Managing Director |
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CLO PARTNERS LLC |
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By: |
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/s/ Christian L. Oberbeck |
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Name: Christian L. Oberbeck
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Title: Managing Member |
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SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF
CERTAIN REPORTING PERSONS
The following sets forth the name, position and principal occupation of each director and
executive officer Saratoga Investment Advisors, LLC and CLO Partners LLC. Each such person is a
citizen of the United States of America. The business address of each director and executive
officer is 535 Madison Avenue, New York, NY 10022.
SARATOGA INVESTMENT ADVISORS, LLC
Christian L. Oberbeck is the Managing Member of Saratoga Investment Advisors, LLC. Mr. Oberbeck’s
principal occupation is serving as President, Chief Executive Officer and a member of the Board of
Directors of Saratoga Investment Corp. and as the Managing Partner of Saratoga Partners.
Richard A. Petrocelli is the Managing Director of Saratoga Investment Advisors, LLC. Mr.
Petrocelli’s principal occupation is serving as the Chief Financial Officer, Secretary, Chief
Compliance Officer and a member of the Board of Directors of Saratoga Investment Corp. and as a
Managing Director of Saratoga Partners.
CLO PARTNERS LLC
Christian L. Oberbeck is the Managing Member of CLO Partners LLC. Mr. Oberbeck’s principal
occupation is serving as President, Chief Executive Officer and a member of the Board of Directors
of Saratoga Investment Corp. and as the Managing Partner of Saratoga Partners.
exv99wa
EXHIBIT A
AGREEMENT OF JOINT FILING
The undersigned acknowledge and agree that this Schedule 13D is filed on behalf of each of the
them and that all subsequent amendments to this Schedule 13D may be filed on behalf of each of them
without the necessity of filing additional joint filing agreements. The undersigned acknowledge
that each shall be responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him or it contained herein and therein, but shall not be
responsible for the completeness and accuracy of the information concerning the others, except to
the extent that he or it knows that such information is inaccurate.
Dated: August 3, 2010
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CHRISTIAN L. OBERBECK |
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By: |
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/s/ Christian L. Oberbeck |
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RICHARD A. PETROCELLI |
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By: |
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/s/ Richard A. Petrocelli |
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CHARLES G. PHILLIPS IV |
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By: |
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/s/ Charles G. Phillips IV |
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JOHN F. MACMURRAY |
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By: |
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/s/ John F. MacMurray |
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CHARLES P. DURKIN, JR. |
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By: |
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/s/ Charles P. Durkin, Jr. |
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JOHN P. BIRKELUND |
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By: |
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/s/ John P. Birkelund |
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SARATOGA INVESTMENT ADVISORS, LLC |
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By: |
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/s/ Richard A. Petrocelli |
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Name: Richard A. Petrocelli
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Title: Managing Director |
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CLO PARTNERS LLC |
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By: |
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/s/ Christian L. Oberbeck |
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Name: Christian L. Oberbeck
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Title: Managing Member |
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