SARATOGA INVESTMENT CORP. 8-K

What Happened

• Saratoga Investment Corp. announced it closed a public offering of $100.0 million aggregate principal of 7.50% Notes due 2031 on February 6, 2026. The Sixteenth Supplemental Indenture to the company’s Base Indenture was entered into with U.S. Bank Trust Company, National Association, as trustee.
• The Notes pay interest at 7.50% per year, payable quarterly (Feb 28, May 31, Aug 31, Nov 30), beginning May 31, 2026, and mature on February 6, 2031. The Notes are callable by the company, in whole or in part, at par on or after February 6, 2028.

Key Details

• Amount issued: $100.0 million principal; net proceeds to the company ≈ $96,375,000 (public offering at 100% of par less $3,125,000 underwriting discount and ≈ $500,000 offering expenses).
• Use of proceeds: Company intends to use net proceeds and available cash to pay off its outstanding 4.375% notes due February 28, 2026, at maturity.
• Debt ranking: Notes are direct unsecured obligations, pari passu with other unsecured, unsubordinated debt; effectively subordinated to secured debt and structurally subordinated to obligations of subsidiaries (including specified SPV financing facilities and SBA-guaranteed debentures).
• Covenants: Indenture includes covenants tied to compliance with certain Investment Company Act provisions (asset coverage provisions) and requires the company to provide financial information to holders if the company ceases Exchange Act reporting, subject to stated limitations and exceptions.

Why It Matters

• This transaction replaces near-term maturing debt (4.375% notes due Feb 28, 2026) with longer-term debt maturing in 2031, extending the company’s debt maturity profile.
• The new notes carry a materially higher coupon (7.50%) versus the maturing 4.375% notes, which will increase the company’s ongoing interest cost on this portion of its capital structure.
• Because the Notes are unsecured and structurally subordinated to subsidiary obligations, holders' recovery in a default would be behind secured creditors and certain subsidiary creditors.
• The filing also records the issuance as the creation of a direct financial obligation (Item 2.03) and includes the Sixteenth Supplemental Indenture and global note form as exhibits.