Item 8.01. Other Events.
Result of Stockholders' Election Regarding the Q4 Cash/Common Stock Dividend
SuRo Capital Corp. ("SuRo Capital") previously announced that on November 2,
2021 its Board of Directors declared a dividend of $2.00 per share payable on
December 30, 2021 to stockholders of record as of the close of business on
November 17, 2021. The dividend is to be paid, based upon the election of
stockholders, in cash or shares of SuRo Capital's common stock, although the
total amount of cash to be distributed is limited to no more than 50% of the
total dividend to be paid to all stockholders. As previously disclosed, if the
total portion of the dividend to be paid to stockholders electing to receive
cash exceeds 50% of the total dividend, each such stockholder electing to
receive cash will receive an allocable portion of the total cash to be
distributed and the remaining portion of their dividend will be paid in shares
of SuRo Capital's common stock. Stockholders that did not complete dividend
election forms were deemed to have elected to receive the dividend in shares of
common stock.
Based on the stockholder elections, (i) approximately 34% elected (or were
deemed to have elected) to receive the dividend in shares of common stock and
will receive approximately 1.5 million shares in aggregate and (ii)
approximately 66% elected to receive the dividend in cash and, as a result of
the proration discussed above, will receive approximately 76% of their dividend
in cash (totaling approximately $28.5 million) and approximately 24% in shares
of common stock (totaling approximately 0.7 million shares). The total dividend
amount to be paid to all stockholders consists of approximately $28.5 million in
cash and approximately 2.1 million in shares of common stock.
The number of shares of SuRo Capital's common stock to be issued to stockholders
receiving all or a portion of the dividend in shares of common stock is based on
the volume weighted-average price per share of SuRo Capital's common stock on
the Nasdaq Capital Market on November 10, 11 and 12, 2021, less $2.00 to reflect
the declared dividend. Such volume weighted-average price per share, less the
$2.00 declared dividend, for such dates is approximately $13.39 per share.
This dividend is being made in accordance with certain applicable U.S. Treasury
regulations and guidance issued by the Internal Revenue Service that allow a
publicly-traded regulated investment company to satisfy its distribution
requirements from a distribution paid partly in common stock provided certain
requirements are satisfied. For additional information, please refer to "Certain
Information Regarding the Dividends" in SuRo Capital's press release dated
November 3, 2021, which was included as Exhibit 99.1 to SuRo Capital's Current
Report on Form 8-K filed with the U.S. Securities and Exchange Commission on
November 3, 2021.
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