false
0001377936
NY
0001377936
2026-09-23
2026-09-23
0001377936
SAR:Commonstockparvalue0.001pershareMember
2026-09-23
2026-09-23
0001377936
SAR:Sec8.00NotesDue2027Member
2026-09-23
2026-09-23
0001377936
SAR:Sec8.125NotesDue2027Member
2026-09-23
2026-09-23
0001377936
SAR:Sec8.50NotesDue2028Member
2026-09-23
2026-09-23
0001377936
SAR:Sec7.50NotesDue2031Member
2026-09-23
2026-09-23
0001377936
SAR:Sec8.00NotesDue2031Member
2026-09-23
2026-09-23
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): September 23, 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
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 |
| 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 |
| 8.00% Notes due 2031 |
|
SAX |
|
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.
On
September 23, 2026, Saratoga Investment Corp. (the “Company”) entered into an underwriting agreement (the “Underwriting
Agreement”) by and among the Company and Saratoga Investment Advisors, LLC, on the one hand, and Lucid Capital Markets,
LLC, as representative of the several underwriters named in Schedule I thereto (the “Underwriters”), on the
other hand, in connection with the issuance and sale of an additional $23,092,350 in aggregate principal amount (inclusive of the Underwriters’
exercise of their overallotment option) of the Company’s 8.00% Notes due 2031 (NYSE: SAX) (the “New Notes”
and the issuance and sale of the New Notes, the “Offering”).
The
Underwriting Agreement includes customary representations, warranties, and covenants by the Company. It also provides for customary indemnification
by each of the Company and the underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.
The
New Notes were issued as additional notes under the Base Indenture, dated as of May 10, 2013 (the “Base Indenture”),
by and between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented
by the Eighteenth Supplemental Indenture, dated as of August 26, 2026 (the “Eighteenth Supplemental Indenture”
and together with the Base Indenture, the “Indenture”), pursuant to which the Company initially issued $85,000,000
and $12,750,000 in aggregate principal amount of its 8.00% Notes due 2031 on August 26, 2026 and September 2, 2026 pursuant to the underwriters
fully exercising their over-allotment option, respectively (the “Existing Notes” and together with the New
Notes, the “Notes”). The New Notes are treated as a single series with the Existing Notes under the Indenture
and have the same terms as the Existing Notes (except the issue date and the offering price). The New Notes have the same CUSIP number
and are fungible and rank equally with the Existing Notes. Upon issuance of the New Notes, the outstanding aggregate principal amount
of the Company’s 8.00% Notes due 2031 is $120,842,350, inclusive of the Underwriters’ exercise of their overallotment option.
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 to repay a portion of the outstanding indebtedness under the special purpose
vehicle financing credit facility with Valley National Bank (the “Valley Credit Facility”).
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, the
Valley Credit Facility, 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 September 22, 2026, the pricing term sheet filed with
the SEC on September 23, 2026, and a final prospectus supplement dated September 23, 2026. The transaction closed on September 24, 2026.
The net proceeds to the Company were approximately $22,519,659.72, based on the public offering price of 99.6% of the aggregate principal
amount of the New Notes, after deducting the underwriting discount of $480,320.88 and the estimated offering expenses of approximately
$150,000 payable by the Company.
The
foregoing descriptions of the Underwriting Agreement, 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 Underwriting Agreement, the Eighteenth Supplemental Indenture
and the form of global note representing the Notes, respectively, which are filed or incorporated by reference herein.
In
connection with the Offering, the Company is filing the opinion of its counsel, Eversheds Sutherland (US) LLP, regarding the validity
of the securities being registered, and the related consent, as Exhibits 5.1 and 23.1 hereto, respectively.
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 September 23, 2026, by and among Saratoga Investment Corp. and Saratoga Investment Advisors, LLC, on the one hand, and Lucid Capital Markets, LLC, as representative of the several underwriters named in Schedule I thereto, on the other hand. |
| |
|
|
| 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, relating to the 8.00% Notes due 2031 (incorporated by reference
to Exhibit 4.2 to the Current Report on Form 8-K filed on August 26, 2026). |
| |
|
|
| 4.3 |
|
Form of Global Note with respect to the 8.00% Notes due 2031 (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed on August 26, 2026). |
| |
|
|
| 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: September
24, 2026 |
By: |
/s/
Henri J. Steenkamp |
| |
Name: |
Henri
J. Steenkamp |
| |
Title: |
Chief
Financial Officer, Chief Compliance Officer, Treasurer and Secretary |
