Neostellar Capital Corp. Enters Advisory Agreement, Issues $20M Note

What Happened
Neostellar Capital Corp. (formerly SuRo Capital Corp.) filed an 8‑K reporting that on July 15, 2026 it entered an Investment Advisory Agreement with Neostellar Advisors LLC and an Administration Agreement with Neostellar Administrative Services LLC, externalizing management as a BDC. The Company also issued a $20,000,000 redeemable promissory note to MCP Investing LLC (an affiliate of Magnetar) on July 16, 2026, and on July 15, 2026 the Board expanded from six to seven directors and appointed Erik Falk (Magnetar partner) as an interested director. A press release announcing these items was furnished on July 21, 2026.

Key Details

• Investment Adviser: Neostellar Advisors LLC (jointly owned by certain officers and Magnetar); agreements effective July 15, 2026.
• Base management fee: 1.75% per year of gross assets, payable monthly. Incentive fees: a quarterly income-based fee with a 1.75% per‑quarter (7.00% annual) hurdle and tiered catch-up; and an annual capital gains fee with a 7.00% annual hurdle and a 20% carry structure (subject to catch-up and limits). Pre‑Existing Investments are excluded from incentive fee calculations.
• Debt: $20,000,000 redeemable promissory note issued July 16, 2026 to MCP Investing LLC; interest at 6.50% annually (semi‑annual cash payments), with increases for senior indebtedness (+0.50%) and events of default (+2.00%); maturity in 2029; limited prepayment rights; mandatory share conversion on certain qualified fundraisings.
• Governance: Board increased to seven directors; Erik Falk (age 56), a Magnetar partner, appointed July 15, 2026 as an “interested” director; term expires at the 2028 annual meeting; he will receive no director compensation from the Company.

Why It Matters
These filings show Neostellar has transitioned to an externally managed business development company with ongoing management fees and incentive arrangements that will affect net returns to shareholders (fees apply to new investments made after July 15, 2026). The $20M note creates a multi‑year financial obligation and potential equity conversion mechanics tied to future fundraisings. The Adviser’s joint ownership with Magnetar and the appointment of a Magnetar‑affiliated director are material governance facts investors should note when evaluating strategy, fee arrangements, and potential conflicts of interest.