Form 8-K
8-K — SARATOGA INVESTMENT CORP.
Accession: 0001213900-26-093812
Filed: 2026-08-26
Period: 2026-08-26
CIK: 0001377936
Item: Entry into a Material Definitive Agreement
Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item: Financial Statements and Exhibits
Documents
8-K — ea0303350-8k_saratoga.htm (Primary)
EX-4.2 — EIGHTEENTH SUPPLEMENTAL INDENTURE, DATED AS OF AUGUST 26, 2026, BY AND BETWEEN SARATOGA INVESTMENT CORP. AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (AS SUCCESSOR IN INTEREST TO U.S. BANK NATIONAL ASSOCIATION), AS TRUSTEE (ea030335001ex4-2.htm)
EX-5.1 — OPINION OF EVERSHEDS SUTHERLAND (US) LLP (ea030335001ex5-1.htm)
GRAPHIC (ea030335001_ex5-1img1.jpg)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K — CURRENT REPORT
8-K (Primary)
Filename: ea0303350-8k_saratoga.htm · Sequence: 1
false
0001377936
0001377936
2026-08-26
2026-08-26
0001377936
SAR:Commonstockparvalue0.001pershareMember
2026-08-26
2026-08-26
0001377936
SAR:Sec6.00NotesDue2027Member
2026-08-26
2026-08-26
0001377936
SAR:Sec8.00NotesDue2027Member
2026-08-26
2026-08-26
0001377936
SAR:Sec8.125NotesDue2027Member
2026-08-26
2026-08-26
0001377936
SAR:Sec8.50NotesDue2028Member
2026-08-26
2026-08-26
0001377936
SAR:Sec7.50NotesDue2031Member
2026-08-26
2026-08-26
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
August 26, 2026
SARATOGA INVESTMENT CORP.
(Exact Name of Registrant as Specified in Charter)
Maryland
814-00732
20-8700615
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
535 Madison Avenue
New York, New York
10022
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number, including
area code (212) 906-7800
Not Applicable
(Former Name or Former Address, if Changed Since
Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.001 per share
SAR
New York Stock Exchange
6.00% Notes due 2027
SAT
New York Stock Exchange
8.00% Notes due 2027
SAJ
New York Stock Exchange
8.125% Notes due 2027
SAY
New York Stock Exchange
8.50% Notes due 2028
SAZ
New York Stock Exchange
7.50% Notes due 2031
SAV
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
In connection with the previously
announced public offering, on August 26, 2026, Saratoga Investment Corp. (the “Company”) and U.S. Bank Trust Company, National
Association, as trustee (as successor in interest to U.S. Bank National Association) (the “Trustee”), entered into an Eighteenth
Supplemental Indenture (the “Eighteenth Supplemental Indenture”) to the Base Indenture, dated May 10, 2013, by and between
the Company and the Trustee (the “Base Indenture”; and together with the Eighteenth Supplemental Indenture, the “Indenture”).
The Eighteenth Supplemental Indenture relates to the Company’s issuance and sale of $85.0 million in aggregate principal amount
of the Company’s 8.00% Notes due 2031 (the “Notes” and the issuance and sale of the Notes, the “Offering”).
The Notes bear interest at
a rate of 8.00% per year, payable quarterly on February 28, May 31, August 31, and November 30 of each year, beginning November 30,
2026. The Notes will mature on August 31, 2031 and
may be redeemed at the Company’s option, in whole or in part at any time, or from time to time on or after August 26, 2028,
at the redemption price of par, plus accrued and unpaid interest.
The
Company intends to use the net proceeds from the Offering and available cash to redeem in full the Company’s outstanding 6.00% notes
due 2027.
The Notes are the direct unsecured
obligations of the Company and rank pari passu with all existing and future unsecured,
unsubordinated indebtedness issued by the Company, senior to any of the Company’s future indebtedness that expressly
provides it is subordinated to the Notes, effectively subordinated to all of the existing and future secured indebtedness issued by the
Company (including indebtedness that is initially unsecured in respect of which the Company subsequently grants security), to the
extent of the value of the assets securing such indebtedness, and structurally subordinated to all existing and future indebtedness and
other obligations of any of the Company’s subsidiaries, including, without limitation, our special purpose vehicle financing credit
facility with Live Oak Banking Company, our special purpose vehicle financing credit facility with Valley National Bank, and the debentures
guaranteed by the U.S. Small Business Administration.
The Indenture contains certain
covenants, including certain covenants requiring the Company to comply with Section 18(a)(1)(A) as modified by Section 61(a)(2) of the
Investment Company Act of 1940, as amended (the “1940 Act”), or any successor provisions, whether or not the Company continues
to be subject to such provisions of the 1940 Act, but giving effect, in either case, to any exemptive relief granted to the Company by
the U.S. Securities and Exchange Commission (the “SEC”), to comply with Section 18(a)(1)(B) as modified by Section 61(a)(2)
of the 1940 Act, or any successor provisions, after giving effect to any exemptive relief granted to the Company by the SEC and subject
to certain other exceptions, and to provide financial information to the holders of the Notes and the Trustee if the Company is no longer
subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. These covenants are subject to important
limitations and exceptions that are described in the Indenture.
The Offering was made pursuant
to the Company’s effective shelf registration statement on Form N-2 (File No. 333-292765) previously filed with the SEC, as
supplemented by a preliminary prospectus supplement dated August 18, 2026, the pricing term sheet filed with the SEC on August 18, 2026,
and a final prospectus supplement dated August 18, 2026. The transaction closed on August 26, 2026. The net proceeds to the Company were
approximately $82,043,750, based on a public offering price of 100% of par, after deducting the underwriting discount of $2,656,250 and
the estimated offering expenses of approximately $300,000 payable by the Company.
The foregoing descriptions
of the Eighteenth Supplemental Indenture and the Notes do not purport to be complete and are qualified in their entirety by reference
to the full text of the Eighteenth Supplemental Indenture and the form of global note representing the Notes, respectively, which is filed
as Exhibits 4.2 and 4.3 hereto, respectively, and incorporated by reference herein.
1
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information required
by Item 2.03 contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
4.1
Form of Indenture by and between Saratoga Investment Corp. and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit (d)(4) to Pre-Effective Amendment No. 2 to the Registration Statement on Form N-2 (File No. 333-186323) filed on April 30, 2013).
4.2
Eighteenth Supplemental Indenture, dated as of August 26, 2026, by and between Saratoga Investment Corp. and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee.
4.3
Form of Global Note with respect to the 8.00% Notes due 2031 (Incorporated by reference to Exhibit 4.2 hereto).
5.1
Opinion of Eversheds Sutherland (US) LLP.
23.1
Consent of Eversheds Sutherland (US) LLP (included in Exhibit 5.1 hereto).
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SARATOGA INVESTMENT CORP.
Date: August 26, 2026
By:
/s/ Henri J. Steenkamp
Name:
Henri J. Steenkamp
Title:
Chief Financial Officer, Chief Compliance Officer, Treasurer and Secretary
3
EX-4.2 — EIGHTEENTH SUPPLEMENTAL INDENTURE, DATED AS OF AUGUST 26, 2026, BY AND BETWEEN SARATOGA INVESTMENT CORP. AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (AS SUCCESSOR IN INTEREST TO U.S. BANK NATIONAL ASSOCIATION), AS TRUSTEE
EX-4.2
Filename: ea030335001ex4-2.htm · Sequence: 2
Exhibit 4.2
EIGHTEENTH SUPPLEMENTAL INDENTURE
between
SARATOGA INVESTMENT CORP.
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee
Dated as of August 26, 2026
THIS EIGHTEENTH SUPPLEMENTAL
INDENTURE (this “Eighteenth Supplemental Indenture”), dated as of August 26, 2026, is between Saratoga Investment Corp., a
Maryland corporation (the “Company”), and U.S. Bank Trust Company, National Association (as successor in interest to U.S.
Bank National Association), as trustee (the “Trustee”). All capitalized terms used herein shall have the meaning set forth
in the Base Indenture (as defined below).
RECITALS OF THE COMPANY
The Company and the Trustee
executed and delivered an Indenture, dated as of May 10, 2013 (the “Base Indenture” and, as supplemented by this Eighteenth
Supplemental Indenture, the “Indenture”), to provide for the issuance by the Company from time to time of the Company’s
unsecured debentures, notes or other evidences of indebtedness (the “Securities”), to be issued in one or more series as provided
in the Indenture.
The Company desires to issue
and sell $85,000,000 aggregate principal amount (or up to $97,750,000 aggregate principal amount if the underwriters’ option to
purchase additional Securities is exercised in full) of the Company’s 8.00% Notes due 2031 (the “Notes”).
The Company previously entered
into the First Supplemental Indenture, dated as of May 10, 2013 (the “First Supplemental Indenture”), the Second Supplemental
Indenture, dated as of December 21, 2016 (the “Second Supplemental Indenture”), the Third Supplemental Indenture, dated as
of August 28, 2018 (the “Third Supplemental Indenture”), the Fourth Supplemental Indenture,
dated as of June 24, 2020 (the “Fourth Supplemental Indenture”), the Fifth Supplemental Indenture, dated as of July 9, 2020
(the “Fifth Supplemental Indenture”), the Sixth Supplemental Indenture, dated as of December 29, 2020 (the “Sixth Supplemental
Indenture”), and the Seventh Supplemental Indenture, dated as of January 28, 2021 (the “Seventh Supplemental Indenture”),
the Eighth Supplemental Indenture, dated as of March 10, 2021 (the “Eighth Supplemental Indenture”), the Ninth Supplemental
Indenture, dated as of January 19, 2022 (the “Ninth Supplemental Indenture”), the Tenth Supplemental Indenture, dated
as of April 27, 2022 (the “Tenth Supplemental Indenture”), the Eleventh Supplemental Indenture, dated as of September 8, 2022
(the “Eleventh Supplemental Indenture”), the Twelfth Supplemental Indenture, dated as of October 27, 2022 (the “Twelfth
Supplemental Indenture”), the Thirteenth Supplemental Indenture, dated as of December 13, 2022 (the “Thirteenth Supplemental
Indenture”), the Fourteenth Supplemental Indenture, dated as of March 31, 2023 (the Fourteenth Supplemental Indenture”), the
Fifteenth Supplemental Indenture, dated as of April 14, 2023 (the “Fifteenth Supplemental Indenture”), the Sixteenth Supplemental
Indenture, dated as of February 6, 2026 (the “Sixteenth Supplemental Indenture”), and the Seventeenth Supplemental Indenture,
dated as of April 10, 2026 (the “Seventeenth Supplemental Indenture”), each of which amended and supplemented the Base Indenture.
Neither the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental
Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental Indenture, the Sixth Supplemental Indenture, the Seventh Supplemental
Indenture, the Eighth Supplemental Indenture, the Ninth Supplemental Indenture, the Tenth Supplemental Indenture, the Eleventh
Supplemental Indenture, the Twelfth Supplemental Indenture, the Thirteenth Supplemental Indenture, the Fourteenth Supplemental Indenture,
the Fifteenth Supplemental Indenture, the Sixteenth Supplemental Indenture, nor the Seventeenth Supplemental Indenture is applicable to
the Notes.
Sections 901(4) and 901(6)
of the Base Indenture provide that without the consent of Holders of the Securities of any series issued under the Indenture, the Company,
when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures
supplemental to the Base Indenture in form reasonably satisfactory to the Trustee to (i)
change or eliminate any of the provisions of the Indenture when there is no Security Outstanding of any series created prior to the execution
of the supplemental indenture that is entitled to the benefit of such provision and (ii) establish the form or terms of Securities of
any series as permitted by Section 201 and Section 301 of the Base Indenture.
2
The Company desires to establish
the form and terms of the Notes and to modify, alter, supplement and change certain provisions of the Base Indenture for the benefit of
the Holders of the Notes (except as may be provided in a future supplemental indenture to the Indenture (each, a “Future Supplemental
Indenture”)).
The Company has duly authorized
the execution and delivery of this Eighteenth Supplemental Indenture to provide for the issuance of the Notes and all acts and things
necessary to make this Eighteenth Supplemental Indenture a valid, binding, and legal obligation of the Company and to constitute a valid
agreement of the Company, in accordance with its terms, have been done and performed.
NOW, THEREFORE, for and in
consideration of the premises and the purchase of the Notes by the Holders thereof, it is mutually agreed, for the equal and proportionate
benefit of all Holders of the Notes, as follows:
ARTICLE
I
TERMS OF THE NOTES
Section 1.01 Terms
of the Notes. The following terms relating to the Notes are hereby established:
(a) The
Notes shall constitute a series of Senior Securities having the title “8.00% Notes due 2031.” The Notes shall bear a CUSIP
number of 80349A 844 and an ISIN number of US80349A8449.
(b) The
aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture (except for Notes authenticated
and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 304, 305, 306, 906,
1107 or 1305 of the Base Indenture, and except for any Securities that, pursuant to Section 303 of the Base Indenture, are deemed never
to have been authenticated and delivered under the Indenture) shall be $85,000,000 (or up to $97,750,000 aggregate principal amount if
the underwriters’ option to purchase additional Securities is exercised in full). Under a Board Resolution, Officers’ Certificate
pursuant to Board Resolutions or an indenture supplement, the Company may from time to time, without the consent of the Holders of Notes,
issue additional Notes (in any such case “Additional Notes”) having the same ranking and the same interest rate, maturity
and other terms as the Notes; provided that, if such Additional Notes are not fungible with
the Notes (or any other tranche of Additional Notes) for U.S. federal income tax purposes, then such Additional Notes will have different
CUSIP and ISIN numbers from the Notes (and any such other tranche of Additional Notes). Any Additional Notes and the existing Notes
will constitute a single series under the Indenture and all references to the relevant Notes herein shall include the Additional Notes
unless the context otherwise requires.
(c) The
entire outstanding principal of the Notes shall be payable on August 31, 2031, unless earlier redeemed or repurchased in accordance with
the provisions of this Eighteenth Supplemental Indenture.
(d) The
rate at which the Notes shall bear interest shall be 8.00% per annum. The date from which interest shall accrue on the Notes shall be
August 26, 2026, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates
for the Notes shall be February 28, May 31, August 31 and November 30 of each year, commencing November 30, 2026 (if an Interest Payment
Date falls on a day that is not a Business Day, then the applicable interest payment will be made on the next succeeding Business Day
and no additional interest will accrue as a result of such delayed payment); the initial interest period will be the period from and including
August 26, 2026, to, but excluding, the initial Interest Payment Date, and the subsequent interest periods will be the periods from and
including an Interest Payment Date to, but excluding, the next Interest Payment Date or the Stated Maturity, as the case may be; the interest
so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid to the Person in whose name the Note
(or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall
be February 15, May 15, August 15 and November 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment
Date. Payment of principal of (and premium, if any, on) and any such interest on the Notes will be made at the office of the Trustee located
at 60 Livingston Avenue, St. Paul, MN 55107, Attention: Saratoga Investment Corp. (8.00% Notes Due 2031) or at such other address as designated
by the Trustee, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public
and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the
address of the Person entitled thereto as such address shall appear in the Security Register; provided, further, however, that
so long as the Notes are registered to Cede & Co., such payment will be made by wire transfer in accordance with the procedures established
by The Depository Trust Company and the Trustee. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day
months.
3
(e) The
Notes shall be initially issuable in global form (each such Note, a “Global Note”). The Global Notes and the Trustee’s
certificate of authentication thereon shall be substantially in the form of Exhibit A to this Eighteenth Supplemental Indenture.
Each Global Note shall represent the aggregate amount of the outstanding Notes as shall be specified therein and each shall provide that
it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding
Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement
of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made
by the Trustee or the Security Registrar, in accordance with Sections 203 and 305 of the Base Indenture.
(f) The
depositary for such Global Notes (the “Depositary”) shall be The Depository Trust Company, New York, New York. The Security
Registrar with respect to the Global Notes shall be the Trustee.
(g) The
Notes shall be defeasible pursuant to Section 1402 or Section 1403 of the Base Indenture. Covenant defeasance contained in Section 1403
of the Base Indenture shall apply to the covenants contained in Sections 1006, 1008 and 1009 of the Indenture.
(h) The
Notes shall be redeemable pursuant to Section 1101 of the Base Indenture and as follows:
(i) The
Notes will be redeemable in whole or in part at any time or from time to time, at the option of the Company, on or after August 26, 2028,
at a redemption price equal to 100% of the outstanding principal amount thereof, plus accrued and unpaid interest payments otherwise payable
for the then-current quarterly interest period accrued to, but excluding, the date fixed for redemption.
(ii) Notice
of redemption shall be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery,
to each Holder of the Notes to be redeemed, not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, at the
Holder’s address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section
1104 of the Base Indenture.
(iii) Any
exercise of the Company’s option to redeem the Notes will be done in compliance with the Indenture and the Investment Company Act,
to the extent applicable.
(iv) If
the Company elects to redeem only a portion of the Notes, the Trustee or, with respect to the Global
Notes, the Depositary will determine the method for selecting the particular Notes to be redeemed, in accordance with Section 1103
of the Base Indenture and the Investment Company Act and the rules of any national securities exchange or quotation system on which the
Notes are listed, in each case to the extent applicable.
(v) Unless
the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes
called for redemption hereunder.
(i) The
Notes shall not be subject to any sinking fund pursuant to Section 1201 of the Base Indenture.
(j) The
Notes shall be issuable in denominations of $25 and integral multiples of $25 in excess thereof.
(k) Holders
of the Notes will not have the option to have the Notes repaid prior to the Stated Maturity.
(l) The
Notes are hereby designated as “Senior Securities” under the Indenture.
4
ARTICLE
II
COVENANTS
Section 2.01 Except
as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under
the Indenture, whether now or hereafter issued and Outstanding, Article Ten of the Base Indenture shall be amended by adding the following
new Sections 1009, 1010 and 1011 thereto, each as set forth below:
“Section 1009. Section 18(a)(1)(A)
of the Investment Company Act.
The Company hereby
agrees that for the period of time during which the Notes are Outstanding, the Company will not violate (whether or not it is subject
to) Section 18(a)(1)(A) as modified by Section 61(a)(2) of the Investment Company Act as may be
applicable to the Company from time to time or any successor provisions thereto, whether or not the Company continues to be subject
to such provisions of the Investment Company Act, but giving effect to any exemptive relief granted to the Company by the Commission.”
“Section 1010. Section 18(a)(1)(B)
of the Investment Company Act.
The Company hereby agrees
that, for the period of time during which the Notes are Outstanding, the Company will not violate Section 18(a)(1)(B) as modified by Section
61(a)(2) of the Investment Company Act or any successor provisions thereto, whether or not the Company is subject to such provisions of
the Investment Company Act, and after giving effect to any exemptive relief granted to the Company by the Commission, except that the
Company may declare a cash dividend or distribution, notwithstanding the prohibition contained in Section 18(a)(1)(B) as modified by Section
61(a)(2) of the Investment Company Act or any successor provisions thereto, but only up to such amount as is necessary in order for the
Company to maintain its status as a regulated investment company under Subchapter M of the Code; provided, however, that the prohibition
in this Section 1010 shall not apply until such time as the Company’s asset coverage has been below the minimum asset coverage required
pursuant to Section 18(a)(1)(B) as modified by Section 61(a)(2) of the Investment Company Act or any successor provisions thereto (after
giving effect to any exemptive relief granted to the Company by the Commission) for more than six (6) consecutive months.”
“Section 1011. Commission Reports
and Reports to Holders.
If, at any time,
the Company is not subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act to file any periodic reports with
the Commission, the Company agrees to furnish to the Holders of the Notes and the Trustee for the period of time during which the Notes
are Outstanding: (i) within 90 days after the end of the each fiscal year of the Company (which fiscal year ends on February 28 (or February
29 during a leap year)), audited annual consolidated financial statements of the Company and (ii) within 45 days after the end of each
fiscal quarter of the Company (other than the Company’s fourth fiscal quarter), unaudited interim consolidated financial statements
of the Company. All such financial statements shall be prepared, in all material respects, in accordance with GAAP.”
ARTICLE
III
MEETINGS
OF HOLDERS OF SECURITIES
Section 3.01 Except
as may be provided in a Future Supplemental Indenture, for the benefit of the Holders of the Notes but no other series of Securities under
the Indenture, whether now or hereafter issued and Outstanding, Section 1505 of the Base Indenture shall be amended by replacing clause
(c) thereof with the following:
“(c) At any meeting
of Holders, each Holder of a Security of such series or proxy shall be entitled to one vote for each $25.00 principal amount of the Outstanding
Securities of such series held or represented by such Holder; provided, however, that no vote shall be cast or counted at
any meeting in respect of any Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The
chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy.”
5
ARTICLE
IV
MISCELLANEOUS
Section 4.01 This
Eighteenth Supplemental Indenture and the Notes shall be governed by and construed in accordance with the law of the State of New York,
without regard to principles of conflicts of laws. This Eighteenth Supplemental Indenture is subject to the provisions of the Trust Indenture
Act that are required to be part of the Indenture and shall, to the extent applicable, be governed by such provisions.
Section 4.02 In
case any provision in this Eighteenth Supplemental Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Section 4.03 This
Eighteenth Supplemental Indenture may be executed in counterparts, each of which will be
an original, but such counterparts will together constitute but one and the same Eighteenth Supplemental
Indenture. The exchange of copies of this Eighteenth Supplemental Indenture and of signature
pages by facsimile, .pdf transmission, email or other electronic means shall constitute effective execution and delivery of this Eighteenth
Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile,
.pdf transmission, email or other electronic means shall be deemed to be their original signatures for all purposes. For the avoidance
of doubt, all notices, approvals, consents, requests and any communications hereunder or with respect to the Eighteenth Supplemental Indenture
must be in writing (provided that any communication sent to Trustee hereunder must be in the form of a document that is signed manually
or by way of a digital signature provided by DocuSign or Adobe (or such other digital signature provider as specified in writing to Trustee
by the authorized representative), in English. The Company agrees to assume all risks arising out of the use of using digital signatures
and electronic methods to submit communications to Trustee, including without limitation the risk of Trustee acting on unauthorized instructions,
and the risk of interception and misuse by third parties.
Section 4.04 The
Base Indenture, as supplemented and amended by this Eighteenth Supplemental Indenture, is in all respects ratified and confirmed, and
the Base Indenture and this Eighteenth Supplemental Indenture shall be read, taken and construed as one and the same instrument with respect
to the Notes. All provisions included in this Eighteenth Supplemental Indenture supersede any conflicting provisions included in the Base
Indenture with respect to the Notes, unless not permitted by law. The Trustee accepts the trusts created by the Base Indenture, as supplemented
by this Eighteenth Supplemental Indenture, and agrees to perform the same upon the terms and conditions of the Base Indenture, as supplemented
by this Eighteenth Supplemental Indenture.
Section 4.05 The
provisions of this Eighteenth Supplemental Indenture shall become effective as of the date hereof.
Section 4.06 Notwithstanding
anything else to the contrary herein, the terms and provisions of this Eighteenth Supplemental Indenture shall apply only to the Notes
and shall not apply to any other series of Securities under the Indenture and this Eighteenth Supplemental Indenture shall not and does
not otherwise affect, modify, alter, supplement or change the terms and provisions of any other series of Securities under the Indenture,
whether now or hereafter issued and Outstanding.
Section 4.07 The
recitals contained herein and in the Notes shall be taken as the statements of the Company, and the Trustee assumes no responsibility
for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Eighteenth Supplemental Indenture,
the Notes or any Additional Notes, except that the Trustee represents that it is duly authorized to execute and deliver this Eighteenth
Supplemental Indenture, authenticate the Notes and any Additional Notes and perform its obligations hereunder. The Trustee shall not be
accountable for the use or application by the Company of the Notes or any Additional Notes or the proceeds thereof. All
of the provisions contained in the Indenture in respect of the rights, privileges, immunities, powers, and duties of the Trustee shall
be applicable in respect of this Eighteenth Supplemental Indenture as fully and with like force and effect as though fully set forth in
full herein.
6
IN WITNESS WHEREOF, the parties
hereto have caused this Eighteenth Supplemental Indenture to be duly executed as of the date first above written.
SARATOGA INVESTMENT CORP.
By:
/s/ Henri J. Steenkamp
Name:
Henri J. Steenkamp
Title:
Chief Financial Officer, Chief Compliance Officer, Treasurer and Secretary
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (as successor in interest to U.S. Bank National Association), as Trustee
By:
/s/ Adina M. Casper
Name:
Adina M. Casper
Title:
Vice President
[Signature page to Eighteenth Supplemental
Indenture]
7
Exhibit A – Form of Global Note
This Security is a Global Note within the
meaning of the Indenture hereinafter referred to and is registered in the name of The Depository Trust Company or a nominee thereof. This
Security may not be exchanged in whole or in part for a Security registered, and no transfer of this Security in whole or in part may
be registered, in the name of any Person other than The Depository Trust Company or a nominee thereof, except in the limited circumstances
described in the Indenture.
Unless this certificate is presented by an
authorized representative of The Depository Trust Company to the issuer or its agent for registration of transfer, exchange or payment
and such certificate issued in exchange for this certificate is registered in the name of Cede & Co., or such other name as requested
by an authorized representative of The Depository Trust Company, any transfer, pledge or other use hereof for value or otherwise by or
to any person is wrongful, as the registered owner hereof, Cede & Co., has an interest herein.
Saratoga Investment Corp.
No.
$
CUSIP No. 80349A 844
ISIN No. US80349A8449
8.00% Notes due 2031
Saratoga Investment Corp.,
a corporation duly organized and existing under the laws of Maryland (herein called the “Company”, which term includes any
successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered
assigns, the principal sum of Dollars (U.S. $ ) on August 31, 2031 and to pay interest thereon from August 26, 2026 or from the most recent
Interest Payment Date to which interest has been paid or duly provided for, quarterly on February 28, May 31, August 31 and November 30
in each year, commencing November 30, 2026 at the rate of 8.00% per annum, until the principal hereof is paid or made available for payment.
The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be
paid to the Person in whose name this Security is registered at the close of business on the Regular Record Date for such interest, which
shall be February 15, May 15, August 15 and November 15 (whether or not a Business Day), as the case may be, next preceding such Interest
Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Security is registered at the close of business on a Special Record
Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of
this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture. This Security may be issued as part of a series.
Payment of the principal of
(and premium, if any, on) and any such interest on this Security will be made at the office of the Trustee located at 60 Livingston Avenue,
St. Paul, MN 55107, Attention: Saratoga Investment Corp. (8.00% Notes due 2031) or at such other address as designated by the Trustee,
in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts;
provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the
Person entitled thereto as such address shall appear in the Security Register; provided, further, however, that so long as this
Security is registered to Cede & Co., such payment will be made by wire transfer in accordance with the procedures established by
The Depository Trust Company and the Trustee.
Reference is hereby made to
the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.
Unless the certificate of
authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not
be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
8
IN WITNESS WHEREOF, the Company has caused
this instrument to be duly executed.
Dated:
SARATOGA INVESTMENT CORP.
By:
Name:
Title:
Attest
By:
Name:
Title:
[Global Note –
Eighteenth Supplemental Indenture]
9
This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.
Dated:
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (as successor in interest to U.S. Bank National Association),
as Trustee
By:
Authorized Signatory
[Global Note –
Eighteenth Supplemental Indenture]
10
Saratoga Investment Corp.
8.00% Notes due 2031
This Security is one of a
duly authorized issue of Senior Securities of the Company (herein called the “Securities”), issued and to be issued in one
or more series under an Indenture, dated as of May 10, 2013 (herein called the “Base Indenture”, which term shall have the
meaning assigned to it in such instrument), between the Company and U.S. Bank Trust Company, National Association (as successor in interest
to U.S. Bank National Association), as Trustee (herein called the “Trustee”, which term includes any successor trustee under
the Base Indenture), and reference is hereby made to the Base Indenture for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee, and the Holders of the Securities and of the terms upon which the Securities
are, and are to be, authenticated and delivered, as supplemented by the Eighteenth Supplemental Indenture relating to the Securities,
dated as of August 26, 2026, by and between the Company and the Trustee (herein called the “Eighteenth Supplemental Indenture”;
the Eighteenth Supplemental Indenture and together with the Base Indenture, collectively are herein called the “Indenture”).
In the event of any conflict between the Base Indenture and the Eighteenth Supplemental Indenture, the Eighteenth Supplemental Indenture
shall govern and control.
This Security is one of the
series designated on the face hereof, which series is initially limited in aggregate principal amount to $ . Under a Board Resolution,
Officers’ Certificate pursuant to Board Resolutions or an indenture supplement, the Company may from time to time, without the consent
of the Holders of Securities, issue additional Securities of this series (in any such case “Additional Securities”) having
the same ranking and the same interest rate, maturity and other terms as the Securities; provided
that, if such Additional Securities are not fungible with the Securities (or any other tranche of Additional Securities for U.S. federal
income tax purposes), then such Additional Securities will have different CUSIP and ISIN numbers from the Securities (and any such other
tranche of Additional Securities). Any Additional Securities and the existing Securities will constitute a single series under
the Indenture and all references to the relevant Securities herein shall include the Additional Securities unless the context otherwise
requires. The aggregate amount of outstanding Securities represented hereby may from time to time be reduced or increased, as appropriate,
to reflect exchanges and redemptions.
The Securities of this series
are subject to redemption in whole or in part at any time or from time to time, at the option of the Company, on or after August 26, 2028,
at a redemption price per security equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest payments
otherwise payable for the then-current quarterly interest period accrued to, but excluding, the date fixed for redemption.
Notice of redemption shall
be given in writing and mailed, first-class postage prepaid or by overnight courier guaranteeing next-day delivery, to each Holder of
the Securities to be redeemed, not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date, at the Holder’s
address appearing in the Security Register. All notices of redemption shall contain the information set forth in Section 1104 of the Base
Indenture.
Any exercise of the Company’s
option to redeem the Securities will be done in compliance with the Indenture and the Investment Company Act, to the extent applicable.
If the Company elects to redeem
only a portion of the Securities, the Trustee or, with respect to global Securities, the Depositary
will determine the method for selecting the particular Securities to be redeemed, in accordance with Section 1.01 of the Eighteenth
Supplemental Indenture and Section 1103 of the Base Indenture. In the event of redemption of this Security in part only, a new Security
or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon
the cancellation hereof.
Unless the Company defaults
in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Securities called for redemption.
Holders of Securities do not
have the option to have the Securities repaid prior to August 31, 2031.
The Indenture contains provisions
for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect
to this Security, in each case upon compliance with certain conditions set forth in the Indenture.
If an Event of Default with
respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.
11
The Indenture permits, with
certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the
rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of not less than a majority in principal amount of the Securities at the time Outstanding of each series to
be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities
of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver
by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent
or waiver is made upon this Security.
As provided in and subject
to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the
Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously
given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less
than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity, security, or both reasonably satisfactory
to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request, and the Trustee shall not have
received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent
with such request, and shall have failed to institute any such proceeding, for sixty (60) days after receipt of such notice, request and
offer of indemnity and/or security. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement
of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.
No reference herein to the
Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin
or currency, herein prescribed.
As provided in the Indenture
and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender
of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium
and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to
the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one
or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will
be issued to the designated transferee or transferees.
The Securities of this series
are issuable only in registered form without coupons in denominations of $25 and any integral multiples of $25 in excess thereof. As provided
in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering
the same.
No service charge shall be
made for any such registration of transfer or exchange, but the Company, the Trustee, or the Security Registrar may require payment of
a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of
this Security for registration of transfer, the Company, the Trustee, or the Security Registrar and any agent of the Company, the Trustee,
or the Security Registrar may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether
or not this Security be overdue, and none of the Company, the Trustee, the Security Registrar or any agent thereof shall be affected by
notice to the contrary.
All terms used in this Security
which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
The Indenture and this Security
shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of
laws.
To the extent any provision
of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.
12
EX-5.1 — OPINION OF EVERSHEDS SUTHERLAND (US) LLP
EX-5.1
Filename: ea030335001ex5-1.htm · Sequence: 3
Exhibit 5.1
Eversheds Sutherland (US) LLP
700 Sixth Street, NW, Suite 700
Washington,
DC 20001-3980
August 26, 2026
Saratoga Investment Corp.
535 Madison Avenue
New York, New York 10022
Ladies and Gentlemen:
We have acted as counsel
to Saratoga Investment Corp., a Maryland corporation (the “Company”), in connection with the Company’s
registration statement on Form N-2 (File No. 333-292765) filed under the Securities Act of 1933, as amended (the “Securities
Act”), which Registration Statement was initially filed with the Securities and Exchange Commission (the “Commission”)
on January 16, 2026 (as amended as of its most recent effective date, including the exhibits and schedules thereto, all documents incorporated
or deemed to be incorporated into the Registration Statement by reference, any information contained in a prospectus supplement relating
to the Notes (as defined below) subsequently filed with the Commission pursuant to Rule 424 under the Securities Act and deemed to be
a part of the Registration Statement at the time of effectiveness pursuant to Rule 430B under the Securities Act, and any registration
statement filed pursuant to Rule 462(b) under the Securities Act, is hereinafter referred to as the “Registration Statement”)
and the Prospectus Supplement (as defined below).
The Registration Statement
relates to the public offering of securities of the Company that may be offered by the Company from time to time as set forth in the base
prospectus, dated March 11, 2026, which forms part of the Registration Statement, together with the information incorporated or deemed
to be incorporated by reference therein (the “Base Prospectus”), and as may be set forth from time to time in
one or more supplements to the Base Prospectus. This opinion letter is rendered in connection with the issuance and sale under the Securities
Act of $85,000,000 in aggregate principal amount of the Company’s 8.00% Notes due 2031 (the “Notes”),
as described in (i) the Base Prospectus and (ii) the prospectus supplement, dated August 18, 2026, relating to the Notes, together with
the information incorporated or deemed to be incorporated by reference therein (together with the Base Prospectus included therein, the
“Prospectus Supplement”), filed with the Commission pursuant to Rule 424 under the Securities Act. All of the
Notes are to be sold by the Company as described in the Registration Statement and the Prospectus Supplement.
The Notes will be issued pursuant
to the indenture, dated as of May 10, 2013 (the “Base Indenture”), by and between the Company and U.S. Bank
Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (the “Trustee”),
as supplemented by the eighteenth supplemental indenture, dated as of August 26, 2026 (the “Eighteenth Supplemental Indenture,”
and together with the Base Indenture, the “Indenture”), which Eighteenth Supplemental Indenture was filed by
the Company with the Commission as an exhibit to the Current Report on Form 8-K on the date hereof.
As counsel to the Company,
we have participated in the preparation of the Registration Statement, the Base Prospectus, and the Prospectus Supplement and have examined
the originals or copies, certified or otherwise identified to our satisfaction as being true copies, of the following:
(i) the Articles of Incorporation of the Company, as amended, certified as of the date hereof by an officer
of the Company;
(ii) the Third Amended and Restated Bylaws of the Company, certified as of the date hereof by an officer of
the Company;
(iii) a Certificate of Good Standing with respect to the Company issued by the State Department of Assessments
and Taxation of Maryland dated as of August 18, 2026;
(iv) the resolutions adopted by the Board of Directors of the Company (the “Board”),
or a duly authorized committee thereof, relating to, among other things: (a) the preparation and filing of the Registration Statement
and the Prospectus Supplement; (b) the offering, issuance and sale of the Notes, and the terms and conditions thereof; and (c) the authorization
of the execution and delivery of the Underwriting Agreement (as defined below) and the Indenture, certified as of the date hereof by an
officer of the Company;
(v) the Indenture;
August 26, 2026
Page 2
(vi) the Underwriting Agreement, dated as of August 18, 2026, by and among the Company and Saratoga Investment
Advisors, LLC, on the one hand, and Lucid Capital Markets, LLC, as representative of the several underwriters named in Schedule I
thereto, on the other hand (the “Underwriting Agreement”); and
(vii) a specimen copy of the form of the Notes to be issued pursuant to the Indenture in the form attached to
the Indenture.
With respect to such examination
and our opinion expressed herein, we have assumed, without any independent investigation or verification, (i) the genuineness of
all signatures on all documents submitted to us for examination, (ii) the legal capacity of all natural persons, (iii) the authenticity
of all documents submitted to us as originals, (iv) the conformity to original documents of all documents submitted to us as conformed
or reproduced copies and the authenticity of the originals of such copied documents, (v) that all certificates issued by public officials
or officers of the Company have been properly issued, (vi) the accuracy and completeness of all corporate records made available
to us by the Company, (vii) that the Indenture will be a valid and legally binding obligation of the parties thereto (other than
the Company), and (viii) that at the time of issuance of the Notes, after giving effect to such issuance, the Company will be in compliance
with Section 18(a)(1)(A) of the Investment Company Act of 1940, as amended (the “1940 Act”), giving effect to
Section 61(a)(2) of the 1940 Act.
As to certain matters of fact
relevant to the opinion in this opinion letter, we have relied on certificates of officers of the Company, and on the representations,
warranties and covenants of the Company set forth in the Underwriting Agreement. We also have relied on certificates and confirmations
of public officials (which we have assumed remain accurate as of the date of this opinion letter). We have not independently established
the facts or, in the case of certificates or confirmations of public officials, the other statements, so relied upon.
The opinion set forth below
is limited to the contract laws of the State of New York, as in effect on the date hereof, and we express no opinion with respect to any
other laws of the State of New York or the laws of any other jurisdiction. Without limiting the preceding sentence, we express no opinion
as to any state securities or broker-dealer laws or regulations thereunder relating to the offer, issuance or sale of the Notes. This
opinion letter has been prepared, and should be interpreted, in accordance with customary practice followed in the preparation of opinion
letters by lawyers who regularly give, and such customary practice followed by lawyers who on behalf of their clients regularly advise
opinion recipients regarding, opinion letters of this kind.
Based upon and subject to
the limitations, exceptions, qualifications and assumptions set forth in this opinion letter, we are of the opinion that, when the Notes
are duly executed and delivered by duly authorized officers of the Company and duly authenticated by the Trustee, all in accordance with
the provisions of the Indenture, and delivered to the purchasers thereof against payment of the agreed consideration therefor, the Notes
will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms,
except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent
conveyance, and other similar laws affecting the rights and remedies of creditors generally and by general principles of equity (including,
without limitation, the availability of specific performance or injunctive relief and the application of concepts of materiality, reasonableness,
good faith and fair dealing), regardless of whether considered in a proceeding at law or in equity.
The opinion expressed in
this opinion letter is: (i) strictly limited to the matters stated in this opinion letter, and without limiting the foregoing, no
other opinions are to be inferred; and (ii) only as of the date of this opinion letter, and we are under no obligation, and do not undertake,
to advise the Company or any other person or entity either of any change of law or fact that occurs, or of any fact that comes to our
attention, after the date of this opinion letter, even though such change or such fact may affect the legal analysis or a legal conclusion
in this opinion letter.
We hereby consent to the
filing of this opinion letter as an exhibit to the Company’s Current Report on Form 8-K, to be filed with the Commission on the
date hereof for incorporation by reference in the Registration Statement and to the reference to our firm in the “Legal Matters”
section in the Prospectus Supplement. We do not admit by giving this consent that we are in the category of persons whose consent is required
under Section 7 of the Securities Act.
Respectfully submitted,
/s/ Eversheds Sutherland (US) LLP
GRAPHIC
GRAPHIC
Filename: ea030335001_ex5-1img1.jpg · Sequence: 4
Binary file (12205 bytes)
Download ea030335001_ex5-1img1.jpg
XML — IDEA: XBRL DOCUMENT
XML
Filename: R1.htm · Sequence: 10
v3.26.1
Cover
Aug. 26, 2026
Document Type
8-K
Amendment Flag
false
Document Period End Date
Aug. 26, 2026
Entity File Number
814-00732
Entity Registrant Name
SARATOGA INVESTMENT CORP.
Entity Central Index Key
0001377936
Entity Tax Identification Number
20-8700615
Entity Incorporation, State or Country Code
MD
Entity Address, Address Line One
535 Madison Avenue
Entity Address, City or Town
New York
Entity Address, State or Province
NY
Entity Address, Postal Zip Code
10022
City Area Code
212
Local Phone Number
906-7800
Written Communications
false
Soliciting Material
false
Pre-commencement Tender Offer
false
Pre-commencement Issuer Tender Offer
false
Entity Emerging Growth Company
false
Common Stock, par value $0.001 per share
Title of 12(b) Security
Common Stock, par value $0.001 per share
Trading Symbol
SAR
Security Exchange Name
NYSE
6.00% Notes due 2027
Title of 12(b) Security
6.00% Notes due 2027
Trading Symbol
SAT
Security Exchange Name
NYSE
8.00% Notes due 2027
Title of 12(b) Security
8.00% Notes due 2027
Trading Symbol
SAJ
Security Exchange Name
NYSE
8.125% Notes due 2027
Title of 12(b) Security
8.125% Notes due 2027
Trading Symbol
SAY
Security Exchange Name
NYSE
8.50% Notes due 2028
Title of 12(b) Security
8.50% Notes due 2028
Trading Symbol
SAZ
Security Exchange Name
NYSE
7.50% Notes due 2031
Title of 12(b) Security
7.50% Notes due 2031
Trading Symbol
SAV
Security Exchange Name
NYSE
X
- Definition
Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
No definition available.
+ Details
Name:
dei_AmendmentFlag
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Area code of city
+ References
No definition available.
+ Details
Name:
dei_CityAreaCode
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
No definition available.
+ Details
Name:
dei_DocumentPeriodEndDate
Namespace Prefix:
dei_
Data Type:
xbrli:dateItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
No definition available.
+ Details
Name:
dei_DocumentType
Namespace Prefix:
dei_
Data Type:
dei:submissionTypeItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Address Line 1 such as Attn, Building Name, Street Name
+ References
No definition available.
+ Details
Name:
dei_EntityAddressAddressLine1
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the City or Town
+ References
No definition available.
+ Details
Name:
dei_EntityAddressCityOrTown
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Code for the postal or zip code
+ References
No definition available.
+ Details
Name:
dei_EntityAddressPostalZipCode
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the state or province.
+ References
No definition available.
+ Details
Name:
dei_EntityAddressStateOrProvince
Namespace Prefix:
dei_
Data Type:
dei:stateOrProvinceItemType
Balance Type:
na
Period Type:
duration
X
- Definition
A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityCentralIndexKey
Namespace Prefix:
dei_
Data Type:
dei:centralIndexKeyItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Indicate if registrant meets the emerging growth company criteria.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityEmergingGrowthCompany
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
No definition available.
+ Details
Name:
dei_EntityFileNumber
Namespace Prefix:
dei_
Data Type:
dei:fileNumberItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Two-character EDGAR code representing the state or country of incorporation.
+ References
No definition available.
+ Details
Name:
dei_EntityIncorporationStateCountryCode
Namespace Prefix:
dei_
Data Type:
dei:edgarStateCountryItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityRegistrantName
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityTaxIdentificationNumber
Namespace Prefix:
dei_
Data Type:
dei:employerIdItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Local phone number for entity.
+ References
No definition available.
+ Details
Name:
dei_LocalPhoneNumber
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
+ Details
Name:
dei_PreCommencementIssuerTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
+ Details
Name:
dei_PreCommencementTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Title of a 12(b) registered security.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
+ Details
Name:
dei_Security12bTitle
Namespace Prefix:
dei_
Data Type:
dei:securityTitleItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the Exchange on which a security is registered.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
+ Details
Name:
dei_SecurityExchangeName
Namespace Prefix:
dei_
Data Type:
dei:edgarExchangeCodeItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
+ Details
Name:
dei_SolicitingMaterial
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Trading symbol of an instrument as listed on an exchange.
+ References
No definition available.
+ Details
Name:
dei_TradingSymbol
Namespace Prefix:
dei_
Data Type:
dei:tradingSymbolItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
+ Details
Name:
dei_WrittenCommunications
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Details
Name:
us-gaap_StatementClassOfStockAxis=SAR_Commonstockparvalue0.001pershareMember
Namespace Prefix:
Data Type:
na
Balance Type:
Period Type:
X
- Details
Name:
us-gaap_StatementClassOfStockAxis=SAR_Sec6.00NotesDue2027Member
Namespace Prefix:
Data Type:
na
Balance Type:
Period Type:
X
- Details
Name:
us-gaap_StatementClassOfStockAxis=SAR_Sec8.00NotesDue2027Member
Namespace Prefix:
Data Type:
na
Balance Type:
Period Type:
X
- Details
Name:
us-gaap_StatementClassOfStockAxis=SAR_Sec8.125NotesDue2027Member
Namespace Prefix:
Data Type:
na
Balance Type:
Period Type:
X
- Details
Name:
us-gaap_StatementClassOfStockAxis=SAR_Sec8.50NotesDue2028Member
Namespace Prefix:
Data Type:
na
Balance Type:
Period Type:
X
- Details
Name:
us-gaap_StatementClassOfStockAxis=SAR_Sec7.50NotesDue2031Member
Namespace Prefix:
Data Type:
na
Balance Type:
Period Type: