UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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):
February 28, 2020
SUTTER ROCK CAPITAL CORP.
(Exact name of registrant as specified in its charter)
| Maryland | 1-35156 | 27-4443543 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
One Sansome Street
Suite 730
San Francisco, CA 94104
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (650) 235-4769
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | 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: | Name of each exchange on which registered: | ||
| Common Stock, par value $0.01 per share | SSSS | Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 7.01. | Regulation FD Disclosure. |
On February 28, 2020, Sutter Rock Capital Corp. (“Sutter Rock”) issued a press release entitled “Sutter Rock Capital Corp. Expands Into Private Credit with Appointment of Industry Veteran Keri Findley as Senior Member of Investment Committee” (the “Press Release”). A copy of the Press Release is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference.
The information disclosed under this Item 7.01, including the information set forth in Exhibit 99.1 hereto, is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise. The information in this Item 7.01 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Exchange Act, except as otherwise expressly stated in any such filing.
Forward-Looking Statements
Statements in this Current Report on Form 8-K (including the exhibits), including statements regarding Sutter Rock’s beliefs, expectations, intentions or strategies for the future, may constitute forward-looking statements. Sutter Rock cautions you that forward-looking statements are not guarantees of future performance and that actual results or developments may differ materially from those projected or implied in these statements. All forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from the plans, intentions and expectations reflected in or suggested by the forward-looking statements. Risk factors, cautionary statements and other conditions which could cause Sutter Rock’s actual results to differ from management’s current expectations are contained in Sutter Rock’s filings with the Securities and Exchange Commission. Sutter Rock undertakes no obligation to update any forward-looking statement to reflect events or circumstances that may arise after the date of this filing.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit 99.1 | Press Release dated February 28, 2020* |
*The press release attached hereto as Exhibit 99.1 is “furnished” and not “filed,” as described in Item 7.01 of this Current Report on Form 8-K.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: February 28, 2020 | SUTTER ROCK CAPITAL CORP. | ||
| By: | /s/ Allison Green | ||
|
Allison Green
|
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Exhibit 99.1
Sutter Rock Capital Corp. Expands Into Private Credit with Appointment of
Industry Veteran Keri Findley as Senior Member of Investment Committee
Former Third Point Partner Is a Pioneer in Private Credit and Alternative Lending Models
SAN FRANCISCO, Calif., February 28, 2020 – (GLOBE NEWSWIRE) Sutter Rock Capital Corp. (“Sutter Rock” or the “Company”) (Nasdaq:SSSS) today announced the appointment of Keri Findley as a Senior Managing Director and Senior Member of the Investment Committee as the publicly-traded venture capital firm prepares to expand its strategy to include credit investments.
As a member of the Investment Committee, Ms. Findley will help Sutter Rock find investment opportunities and explore partnerships with other managers by spearheading an investment focus in private credit. She will provide strategic guidance throughout the investment process, from sourcing to acquisition, in addition to advising current portfolio companies. The addition of Ms. Findley and the execution of this strategy will enable Sutter Rock to broaden its suite of capital solutions to current and prospective portfolio companies.
"Almost no one in the industry knows private credit as well as Keri. We believe her expertise and leadership in executing this unique investment strategy will be complementary to our current equity approach," said Mark Klein, President and Chief Executive Officer of Sutter Rock. "Keri will be a huge asset for Sutter Rock as we develop and execute new investment strategies focused on private credit that Keri has pioneered and implemented with great success. The expansion of our investment strategy to include credit investments will enable Sutter Rock to create value not only for our current and future portfolio companies by expanding our capital solutions, but also for our shareholders. This complementary investment strategy continues to highlight our priority to drive shareholder value as it will generate recurring investment interest income and, over time, could result in a regular dividend stream to our investors."
"I'm delighted to work with Sutter Rock on their new investment strategy," said Ms. Findley. "When I was at Third Point, I became obsessed with cracking the code for unique credit investments. I feel I have had considerable success in that area over the past few years and am now ready to leverage my experience to help Mark and his team deliver superior returns to Sutter Rock shareholders. Sutter Rock checked all the right boxes and I am eagerly anticipating helping the company go down this new path to the benefit of all stakeholders."
Since 2017, Ms. Findley has lent funds to leading venture-backed businesses via a unique model she developed. Prior to her work with venture-backed businesses, Ms. Findley was a partner at Third Point LLC, an SEC- registered investment advisor founded by Daniel S. Loeb, with approximately $15.0 billion of assets under management. Ms. Findley joined Third Point LLC in 2009 and focused on distressed investments including distressed financial securities mortgage securities. Ms. Findley was previously at D.B. Zwirn. Ms. Findley earned a BS in Operations Research from Columbia University. Ms. Findley will continue her other positions.
About Sutter Rock Capital Corp.
Sutter Rock Capital Corp. (Nasdaq:SSSS) is a publicly traded investment fund that seeks to invest in high-growth, venture-backed private companies. The fund seeks to create a portfolio of high-growth emerging private companies via a repeatable and disciplined investment approach, as well as to provide investors with access to such companies through its publicly traded common stock. Sutter Rock is headquartered in San Francisco, CA. Connect with the company on Twitter, LinkedIn, and at www.sutterrock.com.
Forward-Looking Statements
Statements included herein, including statements regarding Sutter Rock's beliefs, expectations, intentions or strategies for the future, may constitute "forward-looking statements". Sutter Rock cautions you that forward-looking statements are not guarantees of future performance and that actual results or developments may differ materially from those projected or implied in these statements. All forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from the plans, intentions and expectations reflected in or suggested by the forward-looking statements. Risk factors, cautionary statements and other conditions which could cause Sutter Rock's actual results to differ from management's current expectations are contained in Sutter Rock's filings with the Securities and Exchange Commission. Sutter Rock undertakes no obligation to update any forward-looking statement to reflect events or circumstances that may arise after the date of this press release.
Contact
Sutter Rock Capital Corp.
(650) 235-4769
IR@sutterrock.com
Media Contact
Bill Douglass
Gotham Communications, LLC
Communications@sutterrock.com