SARATOGA INVESTMENT CORP. (NYSE:SAR) Files An 8-K Entry into a Material Definitive Agreement

SARATOGA INVESTMENT CORP. (NYSE:SAR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

On October 10, 2019, Saratoga Investment Corp. (the “Company”) entered into an amendment (the “Amendment”) to the equity distribution agreement (as amended, the “Equity Distribution Agreement”), by and among the Company, Saratoga Investment Advisors, LLC, Ladenburg Thalmann & Co. Inc., BB&T Capital Markets, a division of BB&T Securities, LLC and B. Riley FBR, Inc., to increase the maximum aggregate offering price of the Company’s “at-the-market” offering of its common stock, par value $0.001 per share (the “Common Stock”), from $70 million to $130 million.

Further details regarding the Equity Distribution Agreement and the “at the market” offering are set forth in the Prospectus Supplement, dated July 11, 2019, as supplemented by Supplement No. 1 to the Prospectus Supplement, dated October 10, 2019 (collectively, the Prospectus Supplement”).

The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment which is attached hereto as Exhibit 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 Common Stock to the Prospectus Supplement is attached as Exhibit 5.1 hereto.

The shares of Common Stock, if any, will be issued to the Company’s shelf registration statement on Form N-2 (File No. 333-227116) and the Prospectus Supplement, 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

23.1    Consent of Eversheds Sutherland (US) LLP (contained in Exhibit 5.1)

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EX-5.1 2 d817710dex51.htm EX-5.1 EX-5.1 Exhibit 5.1 [Letterhead of Eversheds Sutherland (US) LLP] October 10,…
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Saratoga Investment Corp. is a specialty finance company. The Company is an externally managed, closed-end, non-diversified management investment company. The Company invests primarily in leveraged loans and mezzanine debt issued by private middle-market companies in the United States. Its investment objective is to generate current income and, to a lesser extent, capital appreciation from its investments. It purchases mezzanine debt and makes equity investments in middle market companies. It may invest in other investments, such as investments in distressed debt, including securities of companies in bankruptcy, foreign debt, private equity, securities of public companies that are not thinly traded and structured finance vehicles, such as collateralized loan obligation funds. Its leveraged loan portfolio consists primarily of first lien and second lien term loans. The Company’s investment activities are externally managed and advised by Saratoga Investment Advisors, LLC.

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