Securities Registration (section 12(b)) (8-a12b)
14 Avril 2023 - 11:06PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on April 14, 2023
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of
the Securities Exchange Act of 1934
Saratoga Investment
Corp.
(Exact name of registrant as specified in its charter)
Maryland |
|
20-8700615 |
(State
or other jurisdiction of
incorporation or organization) |
|
(I.R.S.
Employer
Identification No.) |
|
|
535
Madison Avenue, New York, NY |
|
10022 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Securities to be registered pursuant to Section
12(b) of the Act:
Title of each class to be so
registered |
|
Name of each exchange on
which each
class is to be registered |
8.50% Notes
due 2028 |
|
New York Stock Exchange |
If this Form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒
If this Form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐
If this form relates to the registration of a class of securities
concurrently with a Regulation A offering, check the following box. ☐
Securities Act registration statement or Regulation A offering statement
file number to which this form relates: 333-269186
Securities to be registered pursuant to Section
12(g) of the Act:
None
(Title of class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. |
Description of the Registrant’s Securities to be Registered |
The securities to be registered hereby consist
of the 8.50% Notes due 2028 (the “Notes”) of Saratoga Investment Corp., a Maryland corporation (the “Registrant”).
The Notes are expected to be listed on the New York Stock Exchange and to trade thereon within 30 days of the original issue date under
the trading symbol “SAZ.”
For a description of the Notes, reference is made to (i) the information
set forth in the section captioned “Description of our Debt Securities” in the Registrant’s prospectus included in Pre-Effective
Amendment No. 1 to its Registration Statement on Form N-2 (File No. 333-269186) (including the information incorporated or deemed to be
incorporated by reference therein, the “Registration Statement”), as filed with the Securities and Exchange Commission (the
“Commission”) on February 21, 2023 under the Securities Act of 1933, as amended (the “Securities Act”), and (ii)
the information set forth under the section captioned “Description of the Notes” in
the Registrant’s prospectus supplement dated April 11, 2023, as filed with the Commission on April 12, 2023, pursuant to Rule 424(b)(2)
under the Securities Act. The foregoing descriptions are incorporated herein by reference. Any
form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that are subsequently filed
are hereby also incorporated herein by reference.
Pursuant to the Instructions as to exhibits for registration statements
on Form 8-A, the documents listed below are filed as exhibits to this Registration Statement:
Number |
|
Exhibit |
|
|
3.1 |
|
Articles of Incorporation of Saratoga Investment Corp. (incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q filed on July 13, 2007). |
|
|
|
3.2 |
|
Articles of Amendment of Saratoga Investment Corp. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on August 3, 2010). |
|
|
|
3.3 |
|
Articles of Amendment of Saratoga Investment Corp. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on August 13, 2010). |
|
|
|
3.4 |
|
Third Amended and Restated Bylaws of Saratoga Investment Corp. (incorporated by reference to Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q filed on January 6, 2021). |
|
|
|
4.1 |
|
Form of Indenture by and between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit (d)(4) to the Registrant’s Registration Statement on Form N-2 (File No. 333-186323) filed on April 30, 2013). |
|
|
4.2 |
|
Fifteenth Supplemental Indenture between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee, relating to the 8.50% Note due 2028 (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on April 14, 2023). |
|
|
|
4.3 |
|
Form of Global Note with respect to the 8.50% Notes due 2028 (incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed on April 14, 2023). |
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereto duly authorized.
Date: April 14, 2023
|
Saratoga Investment Corp. |
|
|
|
|
By: |
/s/
Henri J. Steenkamp |
|
Name: |
Henri J. Steenkamp |
|
Title: |
Chief
Financial Officer,
Chief Compliance Officer, Treasurer and Secretary |
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