Item 1.01. Entry into a Material Definitive Agreement.
On February 26, 2021, Saratoga Investment Corp. (the "Company") completed the
fourth refinancing of Saratoga Investment Corp. CLO 2013-1, Ltd. (the "Saratoga
CLO"). This refinancing, among other things, extended the Saratoga CLO
reinvestment period to April 2024, and extended its legal maturity to April
2033. A non-call period of February 2022 was also added. In addition and as part
of the refinancing, the Saratoga CLO has also been upsized from $500 million in
assets to approximately $650 million. As part of this refinancing and upsizing,
the Company invested an additional $14.0 million in all of the newly issued
subordinated notes of the Saratoga CLO, and purchased $17.875 million in
aggregate principal amount of the newly issued Class F notes tranche at par.
Concurrently, the existing $2.5 million of Class F notes, $7.5 million of Class
G notes and $25.0 million CLO 2013-1 Warehouse Loan were repaid.
The Company is party to a collateral management agreement with Saratoga CLO
pursuant to which the Company acts as its collateral manager. In connection with
the fourth refinancing, the Company and the Saratoga CLO entered into an amended
and restated collateral management agreement, dated as of February 26, 2021 (the
"Collateral Management Agreement"), pursuant to which the Company agreed to
continue as investment manager for the Saratoga CLO. The Collateral Management
Agreement amended and restated the existing collateral management agreement by
eliminating the ability of the Saratoga CLO to remove the Company (as investment
manager) without "cause", and also by amending certain provisions of the
existing investment management agreement to conform to new terminology and asset
categories consistent with the amended and restated indenture, dated as November
15, 2016, by and among Saratoga Investment Corp. CLO 2013-1, Ltd., Saratoga
Investment Corp. CLO 2013-1, Inc. and U.S. Bank National Association (the
"Amended and Restated Indenture").
Also in connection with the fourth refinancing, the Company, the Saratoga CLO
and U.S. Bank National Association, as collateral administrator (the "Collateral
Administrator"), entered into an amended and restated collateral administration
agreement, dated as of February 26, 2021 (the "CAA"), pursuant to which the
Collateral Administrator agreed to continue as collateral administrator for the
Saratoga CLO and to continue performing, among other things, certain
administrative duties of the Saratoga CLO with respect to the assets, including
the compilation of certain reports and the performance of certain calculations.
The CAA amended and restated the existing collateral administration agreement by
(among other things) amending certain provisions of the existing collateral
administration agreement to conform to new terminology and asset categories
consistent with the Amended and Restated Indenture.
The description above is only a summary of the material provisions of the
Collateral Management Agreement and the CAA and is qualified in its entirety by
reference to the Collateral Management Agreement and the CAA, each of which is
attached as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report
on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Amended and Restated Collateral Management Agreement, dated as of
February 26, 2021, by and between Saratoga Investment Corp. CLO 2013-1,
Ltd. and Saratoga Investment Corp.
10.2 Amended and Restated Collateral Administration Agreement, dated as of
February 26, 2021, by and among Saratoga Investment Corp. CLO 2013-1,
Ltd., Saratoga Investment Corp. and U.S. Bank National Association
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