Saratoga Investment Corp美股招股说明书(2026-01-30版)

7.50% Notes due 2031 We are a specialty finance company that invests primarily in senior and unitranche leveraged loans and mezzanine debt issued by private U.S.middle-marketcompanies, both through direct lending and through participation in loan syndicates, and, to a lesser extent, equity issued by private U.S.middle-market companies. Ourinvestment objective is to create attractive risk-adjusted returns by generating current income and, to a lesser extent, capital appreciation from our investments. We have elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). We areexternally managed and advised by Saratoga Investment Advisors, LLC, a NewYork-based investment firm affiliated with Saratoga Partners, a middle-market private equityinvestment firm. We are offering $100,000,000 in aggregate principal amount of 7.50 % notes due 2031, which we refer to as the “Notes.” The Notes will mature on February 6,2031. We will pay interest on the Notes on February28, May31, August31 and November30 of each year, beginning on May 31, 2026. We may redeem the Notes in wholeor in part at any time or from time to time on or after February 6, 2028, at the redemption price of par, plus accrued interest, as set forth under the section titled “Descriptionof the Notes—Optional Redemption” in this prospectus supplement. The Notes will be issued in minimum denominations of $25 and integral multiples of $25 in excessthereof.The Notes will be our direct unsecured obligations and rankpari passu, which means equal in right of payment, with all outstanding and future unsecured unsubordinated indebtedness issued by us, including, as of January 27, 2026, our $175.0 million principal amount of 4.375% Notes due 2026 (the “4.375% 2026 Notes”), our$75.0 million principal amount of 4.35% Notes due 2027 (the “4.35% 2027 Notes”), our $105.0 million principal amount of 6.00% Notes due 2027 (the “6.00% 2027Notes”), our $15.0 million principal amount of 6.25% notes due 2027 (the “6.25% 2027 Notes), our $46.0 million principal amount of 8.00% Notes due 2027 (the “8.00%2027 Notes”), our $60.4 million principal amount of 8.125% Notes due 2027 (the “8.125% 2027 Notes”), our $57.5 million principal amount of 8.50% Notes due 2028 (the“8.50% 2028 Notes”), and our $50.0 million principal amount of 7.25% Notes due 2030 (the “7.25% 2030 Notes”). Because the Notes will not be secured by any of ourassets, they will be effectively subordinated to all of our existing and future secured indebtedness (or any indebtedness that is initially unsecured as to which we have grantedor subsequently grant security), to the extent of the value of the assets securing such indebtedness. The Notes will be structurally subordinated to all existing and futureindebtedness and other obligations of any of our subsidiaries and financing vehicles, including, as of January 27, 2026, $37.5 million outstanding under our special purposevehicle financing credit facility with Live Oak Banking Company (the “Live Oak Credit Facility”), $32.5 million outstanding under our special purpose vehicle financingcredit facility with Valley National Bank (the “Valley Credit Facility”), and $170.0million outstanding in SBA-guaranteed debentures, because the Notes are obligationsexclusively of Saratoga Investment Corp. and not of any of our subsidiaries. None of our subsidiaries is a guarantor of the Notes and the Notes will not be required to beguaranteed by any subsidiary we may acquire or create in the future. In any liquidation, dissolution, bankruptcy or other similar proceeding, the holders of any of our existingor future secured indebtedness may assert rights against the assets pledged to secure that indebtedness in order to receive full payment of their indebtedness before the assetsmay be used to pay other creditors, including the holders of the Notes, and any assets of our subsidiaries will not be directly available to satisfy the claims of our creditors,including holders of the Notes. For further information, see the section titled “Description of the Notes” in this prospectus supplement. We intend to list the Notes on the NewYork Stock Exchange and we expect trading to commence thereon within 30days of the original issue date under the tradingsymbol “SAV”. The Notes are expected to trade “flat.” This means that purchasers will not pay, and sellers will not receive, any accrued and unpaid interest on the Notes thatis not included in the trading price. Currently, there is no public market for the Notes and there can be no assurance that one will develop. The Notes will rankpari passuwith, or equal to, our general liabilities (other than amounts outstanding under the Valley Credit Facility, the Live Oak Credit Facility,and the SBA-guaranteed debentures). In total, these general liabilities were $23.7million as of January 27, 2026. We currently do not have outstanding debt that issubordinated to the Notes and do