Saratoga Investment Corp filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
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| Item 1.01. | Entry into a Material Definitive Agreement. |
In connection with the previously announced public offering, on February 6, 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 a Sixteenth Supplemental Indenture (the “Sixteenth 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 Sixteenth Supplemental Indenture, the “Indenture”). The Sixteenth Supplemental Indenture relates to the Company’s issuance and sale of $100.0 million in aggregate principal amount of the Company’s 7.50% Notes due 2031 (the “Notes” and the issuance and sale of the Notes, the “Offering”).
The Notes bear interest at a rate of 7.50% per year, payable quarterly on February 28, May 31, August 31, and November 30 of each year, beginning May 31, 2026. The Notes will mature on February 6, 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 February 6, 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 pay off the Company’s outstanding 4.375% notes due 2026 at maturity on February 28, 2026.
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. 333-269186) previously filed with the SEC, as supplemented by a preliminary prospectus supplement dated January 29, 2026, the pricing term sheet filed with the SEC on January 30, 2026, and a final prospectus supplement dated January 29, 2026. The transaction closed on February 6, 2026. The net proceeds to the Company were approximately $96,375,000, based on a public offering price of 100% of par, after deducting the underwriting discount of $3,125,000 and the estimated offering expenses of approximately $500,000 payable by the Company.
The foregoing descriptions of the Sixteenth 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 Sixteenth 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.
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| 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
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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: February 6, 2026 | By: | /s/ Henri J. Steenkamp |
| Name: | Henri J. Steenkamp | |
| Title: | Chief Financial Officer, Chief Compliance Officer, Treasurer and Secretary | |
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