Item 1.01. Entry into a Material Definitive Agreement.
On
The Notes bear interest at a rate of 4.375% per year payable semi-annually in
arrears on
The Company intends to use all of the net proceeds from the sale of the Notes to
make investments in middle-market companies (including investments made through
The Notes are the direct unsecured obligations of the Company and rank pari passu with all existing and future unsubordinated unsecured indebtedness issued by the Company, senior to any of the Company's future indebtedness that expressly provides it is subordinated to the Notes, effectively subordinated to all of the existing and future secured indebtedness issued by the Company (including indebtedness that is initially unsecured in respect of which the Company subsequently grants security), to the extent of the value of the assets securing such indebtedness, including, without limitation, borrowings under the Company's senior secured revolving credit facility, as amended, and structurally subordinated to all existing and future indebtedness and other obligations of any of the Company's subsidiaries.
The Indenture contains certain covenants, including certain covenants requiring
the Company to comply with Section 18(a)(1)(A) as modified by
Section 61(a)(2) of the Investment Company Act of 1940, as amended (the "1940
Act"), or any successor provisions, whether or not the Company continues to be
subject to such provisions of the 1940 Act, but giving effect, in either case,
to any exemptive relief granted to the Company by the
In addition, holders of the Notes can require the Company to repurchase some or all of the Notes at a purchase price equal to 100% of their principal amount, plus accrued and unpaid interest to, but not including, the repurchase date upon the occurrence of a "Change of Control Repurchase Event," as defined in the Eighth Supplemental Indenture.
1
The Notes were offered and sold in an offering registered under the Securities
Act of 1933, as amended, pursuant to the Registration Statement on Form
N-2 (File No. 333-227116), the prospectus supplement dated
The foregoing descriptions of the Eighth Supplemental Indenture and the Notes do not purport to be complete and are qualified in their entirety by reference to the full text of the Eighth Supplemental Indenture and the form of global note representing the Notes, respectively, each filed or incorporated by reference as exhibits hereto and incorporated by reference herein.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information required by Item 2.03 contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 4.1 Form of Indenture by and between the Company andU.S. Bank National Association , as trustee (Incorporated by reference to Exhibit (d)(4) to Pre-Effective Amendment No. 2 to the Registration Statement on Form N-2 (File No. 333-186323) filed onApril 30, 2013 ). 4.2 Eighth Supplemental Indenture, dated as ofMarch 10, 2021 , betweenSaratoga Investment Corp. andU.S. Bank National Association , as trustee. 4.3 Form of Global Note with respect to the 4.375% Notes due 2026 (incorporated by reference to Exhibit 4.2 hereto). 5.1 Opinion ofEversheds Sutherland (US) LLP . 23.1 Consent ofEversheds Sutherland (US) LLP (included in Exhibit 5.1 hereto). 2
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