Current Report Filing (8-k)
July 28 2021 - 3:05PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of report (Date of earliest event reported): July 26, 2021
SARATOGA
INVESTMENT CORP.
(Exact
Name of Registrant as Specified in Charter)
Maryland
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|
814-00732
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20-8700615
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(State
or Other Jurisdiction
of Incorporation)
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|
(Commission
File Number)
|
|
(IRS
Employer
Identification No.)
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535
Madison Avenue
New
York, New York
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10022
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code (212) 906-7800
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
symbol(s)
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Name
of each exchange on which registered
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Common
Stock, par value $0.001 per share
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SAR
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New
York Stock Exchange
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6.25%
Notes due 2025
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SAF
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New
York Stock Exchange
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7.25%
Notes due 2025
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SAK
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New
York Stock Exchange
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.02. Termination of a Material Definitive Agreement.
On
July 26, 2021, Saratoga Investment Corp. (the “Company”) provided written notice to Ladenburg Thalmann & Co. Inc. (“Ladenburg”),
BB&T Capital Markets, a division of BB&T Securities, LLC (“BB&T Capital Markets”) and B. Riley FBR, Inc. (“FBR”,
together with Ladenburg and BB&T Capital Markets, the “Agents”) of its election to terminate the Equity Distribution
Agreement, dated March 16, 2017, by and among the Company, Saratoga Investment Advisors, LLC, a limited liability company organized under
the laws of the State of Delaware, and the Agents (the “Equity Distribution Agreement”). The termination of the Equity Distribution
Agreement will become effective as of the close of business on July 29, 2021.
The
material terms of the Equity Distribution Agreement are summarized in the Company’s prospectus supplement on Form 497 filed on
March 16, 2017, which is incorporated herein by reference. Such summary does not purport to be complete and is qualified in its entirety
by reference to the full text of the Equity Distribution Agreement, filed as Exhibit (h)(2) to the Company’s Post-Effective
Amendment No. 1 to its Registration Statement on Form N-2 filed on March 16, 2017, which is incorporated herein by reference.
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.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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SARATOGA
INVESTMENT CORP.
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|
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Date: July
28, 2021
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By:
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/s/
Henri J. Steenkamp
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Name:
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Henri
J. Steenkamp
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Title:
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Chief
Financial Officer, Chief Compliance Officer, Treasurer and Secretary
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