Item 1.01. Entry into a Material Definitive Agreement.
On October 19, 2022, Saratoga Investment Corp. (the "Company") entered into an
underwriting agreement (the "Underwriting Agreement") by and among the Company,
Saratoga Investment Advisors, LLC (the "Adviser") and Ladenburg Thalmann & Co.
Inc., as representative of the several underwriters named in Schedule I thereto,
in connection with the issuance and sale of $40,000,000 aggregate principal
amount of the Company's 8.00% Notes due 2027 (the "Notes" and the issuance and
sale of the Notes, the "Offering"). The closing of the Offering is expected to
occur on October 27, 2022, subject to customary closing conditions. The
underwriters may also purchase from us up to an additional $6,000,000 aggregate
principal amount of Notes within 30 days of the date of the final prospectus
supplement, dated October 19, 2022.The Company intends to list the Notes on the
New York Stock Exchange within 30 days of the original issue date under the
trading symbol "SAJ."
The Underwriting Agreement includes customary representations, warranties, and
covenants by the Company and the Adviser. It also provides for customary
indemnification by each of the Company, the Adviser, and the underwriters
against certain liabilities and customary contribution provisions in respect of
those liabilities.
The Offering was made pursuant to the Company's effective shelf registration
statement on Form N-2 (Registration No. 333-256366) previously filed with the
Securities and Exchange Commission (the "SEC"), as supplemented by a preliminary
prospectus supplement dated October 19, 2022, a final prospectus supplement
dated October 19, 2022, and the pricing term sheet filed with the SEC on October
19, 2022. This Current Report on Form 8-K shall not constitute an offer to sell
or a solicitation of an offer to buy any securities, nor shall there be any sale
of these securities in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or other jurisdiction.
The foregoing description of the Underwriting Agreement does not purport to be
complete and is qualified in their entirety by reference to the full text of the
Underwriting Agreement filed as an exhibit 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
1.1 Underwriting Agreement, dated October 19, 2022, by and among the
Company, the Adviser, and Ladenburg Thalmann & Co. Inc. as
representative of the several underwriters named in Schedule I
thereto.
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