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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):
August 26, 2026
SARATOGA INVESTMENT CORP.
(Exact Name of Registrant as Specified in Charter)
| Maryland |
|
814-00732 |
|
20-8700615 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
535 Madison Avenue
New York, New York |
|
10022 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
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):
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, par value $0.001 per share |
|
SAR |
|
New York Stock Exchange |
| 6.00% Notes due 2027 |
|
SAT |
|
New York Stock Exchange |
| 8.00% Notes due 2027 |
|
SAJ |
|
New York Stock Exchange |
| 8.125% Notes due 2027 |
|
SAY |
|
New York Stock Exchange |
| 8.50% Notes due 2028 |
|
SAZ |
|
New York Stock Exchange |
| 7.50% Notes due 2031 |
|
SAV |
|
New York Stock Exchange |
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 1.01. Entry into a Material Definitive Agreement.
In connection with the previously
announced public offering, on August 26, 2026, Saratoga Investment Corp. (the “Company”) and U.S. Bank Trust Company, National
Association, as trustee (as successor in interest to U.S. Bank National Association) (the “Trustee”), entered into an Eighteenth
Supplemental Indenture (the “Eighteenth Supplemental Indenture”) to the Base Indenture, dated May 10, 2013, by and between
the Company and the Trustee (the “Base Indenture”; and together with the Eighteenth Supplemental Indenture, the “Indenture”).
The Eighteenth Supplemental Indenture relates to the Company’s issuance and sale of $85.0 million in aggregate principal amount
of the Company’s 8.00% Notes due 2031 (the “Notes” and the issuance and sale of the Notes, the “Offering”).
The Notes bear interest at
a rate of 8.00% per year, payable quarterly on February 28, May 31, August 31, and November 30 of each year, beginning November 30,
2026. The Notes will mature on August 31, 2031 and
may be redeemed at the Company’s option, in whole or in part at any time, or from time to time on or after August 26, 2028,
at the redemption price of par, plus accrued and unpaid interest.
The
Company intends to use the net proceeds from the Offering and available cash to redeem in full the Company’s outstanding 6.00% notes
due 2027.
The Notes are the direct unsecured
obligations of the Company and rank pari passu with all existing and future unsecured,
unsubordinated 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, and structurally subordinated to all existing and future indebtedness and
other obligations of any of the Company’s subsidiaries, including, without limitation, our special purpose vehicle financing credit
facility with Live Oak Banking Company, our special purpose vehicle financing credit facility with Valley National Bank, and the debentures
guaranteed by the U.S. Small Business Administration.
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 U.S. Securities and Exchange Commission (the “SEC”), to comply with Section 18(a)(1)(B) as modified by Section 61(a)(2)
of the 1940 Act, or any successor provisions, after giving effect to any exemptive relief granted to the Company by the SEC and subject
to certain other exceptions, and to provide financial information to the holders of the Notes and the Trustee if the Company is no longer
subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. These covenants are subject to important
limitations and exceptions that are described in the Indenture.
The Offering was made pursuant
to the Company’s effective shelf registration statement on Form N-2 (File No. 333-292765) previously filed with the SEC, as
supplemented by a preliminary prospectus supplement dated August 18, 2026, the pricing term sheet filed with the SEC on August 18, 2026,
and a final prospectus supplement dated August 18, 2026. The transaction closed on August 26, 2026. The net proceeds to the Company were
approximately $82,043,750, based on a public offering price of 100% of par, after deducting the underwriting discount of $2,656,250 and
the estimated offering expenses of approximately $300,000 payable by the Company.
The foregoing descriptions
of the Eighteenth 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 Eighteenth Supplemental Indenture and the form of global note representing the Notes, respectively, which is filed
as Exhibits 4.2 and 4.3 hereto, respectively, 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 Saratoga Investment Corp. and U.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 on April 30, 2013). |
| |
|
|
| 4.2 |
|
Eighteenth Supplemental Indenture, dated as of August 26, 2026, by and between Saratoga Investment Corp. and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee. |
| |
|
|
| 4.3 |
|
Form of Global Note with respect to the 8.00% Notes due 2031 (Incorporated by reference to Exhibit 4.2 hereto). |
| |
|
|
| 5.1 |
|
Opinion of Eversheds Sutherland (US) LLP. |
| |
|
|
| 23.1 |
|
Consent of Eversheds Sutherland (US) LLP (included in Exhibit 5.1 hereto). |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| |
SARATOGA INVESTMENT CORP. |
| |
|
|
| Date: August 26, 2026 |
By: |
/s/ Henri J. Steenkamp |
| |
Name: |
Henri J. Steenkamp |
| |
Title: |
Chief Financial Officer, Chief Compliance Officer, Treasurer and Secretary |
