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):
July 2, 2020
SURO 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 2.02. | Results of Operations and Financial Condition. |
On July 2, 2020, SuRo Capital Corp. (“SuRo Capital”) issued a press release containing preliminary estimates of the results for the period ended June 30, 2020 entitled “SuRo Capital Corp. Second Quarter 2020 Preliminary Investment Portfolio Update” (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 2.02 by reference.
The information disclosed under this Item 2.02, 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 2.02 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.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. | Description |
| Exhibit 99.1 | Press Release dated July 2, 2020* |
*The press release attached hereto as Exhibit 99.1 is “furnished” and not “filed,” as described in Item 2.02 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: July 2, 2020 | SURO CAPITAL CORP. | ||
| By: | /s/ Allison Green | ||
|
Allison Green
|
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Exhibit 99.1
SuRo Capital Corp. Second Quarter 2020
Preliminary Investment Portfolio Update
Net Asset Value Anticipated to Be $11.70 to $12.00 Per Share
SAN FRANCISCO, CA., July 2, 2020 (GLOBE NEWSWIRE) – SuRo Capital Corp. (“SuRo Capital” or the “Company”) (Nasdaq:SSSS) today provided the following preliminary update on its investment portfolio for the second quarter ended June 30, 2020.
“Given the volatility of the financial markets and uncertainty surrounding COVID-19, we wanted to provide a preliminary quarter-end update for our shareholders,” said Mark Klein, President and Chief Executive Officer of SuRo Capital. “We continue to seek and execute on exciting opportunities in the private markets. During the second quarter, we invested in Lime’s latest financing, Rent the Runway, and completed our first credit investment in Palantir Lending SPV 1, a loan collateralized by, and sharing in the expected appreciation of, the Class B common stock of Palantir Technologies, Inc. Currently, we have a few transactions we hope to complete in the next few weeks. We will provide another update during our earnings call the week of August 3rd. As of June 30, 2020, we expect SuRo Capital’s net asset value to be approximately $11.70 to $12.00 per share with no change in the value of our holdings in Palantir from the previous quarter.”
As previously reported, SuRo Capital’s net assets totaled approximately $172.5 million, or $10.22 per share, at March 31, 2020, compared to approximately $199.9 million, or $11.38 per share as of December 31, 2019. As of June 30, 2020, SuRo Capital’s net asset value is estimated to be between $11.70 and $12.00 per share.
Klein continued, “Our priority continues to be focusing on investment performance while seeking opportunities to take advantage of the dislocation in the debt and equity markets during these unprecedented times. We believe this dedicated focus and our continued implementation of shareholder initiatives, designed to enhance shareholder value, will result in a greater value proposition for our shareholders.”
Investment Portfolio Update
At June 30, 2020, SuRo Capital held positions in 24 portfolio companies – all privately-held.
During the three months ended June 30, 2020, SuRo Capital made the following investments:
| Portfolio Company | Investment | Transaction Date | Amount |
| Neutron Holdings, Inc. (d/b/a Lime) | Junior Preferred Convertible Note(1) | 5/7/2020 | $0.5 million |
| Rent the Runway, Inc. | Preferred Equity | 6/17/2020 | $5.0 million(2) |
| Palantir Lending SPV I | Collateralized Loan(3) | 6/19/2020 | $6.9 million |
__________________________________
| (1) | Subsequently converted to Junior Preferred Shares. |
| (2) | Does not include transaction costs. |
| (3) | SuRo Capital has upside equity participation in the Class B common shares of Palantir Technologies, Inc. underlying the loan. |
Preliminary Estimates and Guidance
The preliminary financial estimates provided herein are unaudited and have been prepared by, and are the responsibility of, the management of SuRo Capital. Neither our independent registered public accounting firm, nor any other independent accountants, have audited, reviewed, compiled, or performed any procedures with respect to the preliminary financial data included herein. Actual results may differ materially.
The Company expects to announce its second
quarter results during the week of August 3, 2020.
About SuRo Capital Corp.
SuRo 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. SuRo Capital is headquartered in San Francisco, CA. Connect with the company on Twitter, LinkedIn, and at www.surocap.com.
Forward-Looking Statements
Statements included herein, including statements regarding SuRo Capital's beliefs, expectations, intentions or strategies for the future, may constitute "forward-looking statements". SuRo Capital 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 SuRo Capital's actual results to differ from management's current expectations are contained in SuRo Capital's filings with the Securities and Exchange Commission. SuRo Capital 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
SuRo Capital Corp.
(650) 235-4769
IR@surocap.com
Media Contact
Bill Douglass
Gotham Communications, LLC
Communications@surocap.com