Saratoga Investment Corp New filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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Item 1.01. Entry into a Material Definitive Agreement.
On July 30, 2021, Saratoga Investment Corp. (the “Company”) established an “at-the-market” offering (the “ATM Program”) through which the Company may sell, from time to time through the Agents (as defined below), shares of the Company’s common stock, par value $0.001 per share (the “Shares”).
On July 10, 2023, the Company increased the maximum amount of Shares to be sold through the ATM Program to $300,000,000 from $150,000,000. In connection with the upsize of the ATM Program, the Company entered into amendment no. 2 (“Amendment No. 2”) to the equity distribution agreement, dated July 30, 2021 (as amended on June 7, 2023, the “Equity Distribution Agreement”) with Saratoga Investment Advisors, LLC, Ladenburg Thalmann & Co. Inc. (“Ladenburg”) and Compass Point Research and Trading, LLC (“Compass Point” and together with Ladenburg, the “Agents”). Under the Equity Distribution Agreement, as amended by Amendment No. 2, the Company may, but has no obligation to, issue and sell up to $300.0 million in aggregate amount of Shares in the ATM Program, from time to time through the Agents, or to them, as principal for their own account. As of July 10, 2023, up to approximately $173.2 million in aggregate amount of the Shares remained available for sale under the ATM Program.
Further details regarding the Equity Distribution Agreement, as amended by Amendment No. 2, and the ATM Program are set forth in the Company’s prospectus supplement, dated June 7, 2023 (the “ATM Prospectus Supplement”), and supplement no. 1 to the ATM Prospectus Supplement, dated July 10, 2023 (“Supplement No. 1” and together with the ATM Prospectus Supplement, and including any information incorporated by reference therein, the “Prospectus”), filed by the Company with the Securities and Exchange Commission.
The foregoing description of Amendment No. 2 is not complete and is qualified in its entirety by reference to the full text of Amendment No. 2, which is attached hereto as Exhibits 10.1 and is incorporated herein by reference. A copy of the opinion of Eversheds Sutherland (US) LLP relating to the legality of the issuance and sale of the Shares pursuant to the Prospectus is attached as Exhibit 5.1 hereto.
The Shares, if any, will be issued pursuant to the Company’s shelf registration statement on Form N-2 (File No. 333-269186), the prospectus, dated March 13, 2023, contained therein, and the Prospectus, as supplemented from time to time.
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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 5.1 | Opinion of Eversheds Sutherland (US) LLP | |
| 10.1 | Amendment No. 2, dated July 10, 2023, to Equity Distribution Agreement, dated July 30, 2021, by and among Saratoga Investment Corp., Saratoga Investment Advisors, LLC, Ladenburg Thalmann & Co. Inc., and Compass Point Research and Trading, LLC | |
| 23.1 | Consent of Eversheds Sutherland (US) LLP (contained in Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: July 10, 2023 | By: | /s/ Henri J. Steenkamp |
| Name: | Henri J. Steenkamp | |
| Title: | Chief Financial Officer, Chief Compliance Officer, Treasurer and Secretary | |
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