SARATOGA INVESTMENT CORP. 8-K

What Happened
Saratoga Investment Corp. announced on January 23, 2026 that it sold $50,000,000 aggregate principal amount of 7.25% Senior Unsecured Notes due May 1, 2030 in a private placement. The company entered into a Note Purchase Agreement with the institutional purchaser and a Registration Rights Agreement obligating Saratoga to file a registration statement to permit an exchange offer for registered notes within 365 days of issuance (or pay additional interest if it fails to meet the registration obligations).

Key Details

• Issuance date / closing: January 23, 2026; offering relied on Section 4(a)(2) private placement exemption.
• Principal and pricing: $50,000,000 aggregate principal; offering price 99.117%; net proceeds ≈ $48.5 million after ~ $1.5 million placement fee and expenses.
• Interest, payments, maturity: 7.25% annual interest, paid semi‑annually May 1 and Nov 1 beginning May 1, 2026; maturity May 1, 2030.
• Optional redemption: Callable at issuer’s option prior to Jan 23, 2028 at par plus a make‑whole premium, and thereafter at par.
• Security and ranking: Unsecured direct obligations; pari passu with other unsecured, unsubordinated debt; effectively subordinated to secured debt and structurally subordinated to subsidiary obligations.
• Use of proceeds: Intended to redeem the company’s outstanding 4.375% Notes due 2026 and for general corporate purposes.
• Registration Rights: Company must use commercially reasonable efforts to effect an exchange offer of registered notes substantially identical to the issued notes (except for transfer restrictions/additional interest) and consummate the exchange offer as soon as practicable but no later than 365 days after issuance.

Why It Matters
This filing creates a new material debt obligation for Saratoga (7.25% notes due 2030) and includes a binding commitment to register an exchange offer within a year or pay additional interest—both relevant to the company’s capital structure and cash requirements. Investors should note the interest rate and maturity extend leverage and that proceeds are intended primarily to refinance near‑term debt due in 2026, which affects near‑term liquidity and interest expense profile. The notes are unsecured and therefore subordinate to any secured debt and to obligations of subsidiaries, which is important when assessing creditor priority in stress scenarios.