As filed with the Securities and Exchange Commission on April 19, 2023
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Amendment No. 1)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
SURO CAPITAL CORP.
(Name of Subject Company (Issuer))
SURO CAPITAL CORP.
(Names of filing Persons (Offeror and Issuer))
Common Stock, Par Value $0.01 per share
(Title of Class of Securities)
86887Q109
(CUSIP Number of Class of Securities)
(Underlying Common Stock)
Mark D. Klein
Chief Executive Officer and President
SuRo Capital Corp.
640 Fifth Avenue
12th Floor
New York, NY 10019
(212) 931-6331
(Name, address and telephone number of person authorized
to receive notices and communications on behalf of filing person)
Copies to:
Steven B. Boehm, Esq.
Payam Siadatpour, Esq.
Eversheds Sutherland (US) LLP
700 Sixth Street, N.W.
Washington, D.C. 20001
202-383-0100
¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
¨ Third-party tender offer subject to Rule 14d-1.
x Issuer tender offer subject to Rule 13e-4.
¨ Going-private transaction subject to Rule 13e-3.
¨ Amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: x
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
¨ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
¨ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
AMENDMENT NO. 1 TO SCHEDULE TO
This Amendment No. 1 ( “Amendment No. 1”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the U.S. Securities and Exchange Commission on March 21, 2023 (the “Schedule TO”), which relates to the tender offer by SuRo Capital Corp., a Maryland corporation (the “Company”), to purchase for cash up to 3,000,000 shares of its common stock, $0.01 par value per share, at a price per share of not less than $3.00 and not more than $4.50 in cash, less any applicable withholding taxes and without interest. The Company’s offer was made pursuant to the terms and subject to the conditions set forth in the Offer to Purchase, dated March 21, 2023 (the “Offer to Purchase”) and in the Letter of Transmittal (the “Letter of Transmittal”), which together constitute the “Tender Offer”.
All information in the Tender Offer, including all schedules and annexes thereto that were previously filed with the Schedule TO, is hereby expressly incorporated by reference into this Amendment No. 1, except that such information is hereby amended and supplemented to the extent specifically provided for herein and to the extent amended and supplemented by the exhibits filed herewith.
Item 11. Additional Information.
Item 11 of the Schedule TO is hereby amended and supplemented by adding the following:
“On April 18, 2023, the Company issued a press release announcing the final results of the Tender Offer, which expired at 5:00 P.M., Eastern Time, on April 17, 2023. A copy of the press release is filed as Exhibit (a)(5)(ii) to this Schedule TO and is incorporated herein by reference.”
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit to the exhibit index:
| EXHIBIT NUMBER |
DESCRIPTION | |
| (a)(5)(ii) | Press release announcing final results of the Tender Offer, dated April 18, 2023. |
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: April 19, 2023
| SURO CAPITAL CORP. | |
| /s/ Mark D. Klein | |
| Name: Mark D. Klein | |
| Title: Chief Executive Officer and President |
Exhibit Index
* Previously filed with the Issuer’s Schedule TO-I on March 21, 2023.
** Filed herewith.
Exhibit (a)(5)(ii)
SuRo Capital Corp. Announces Expiration and Final Results of Tender Offer
Modified Dutch Auction Tender Offer to Repurchase 3 Million Shares at $4.50 Per Share
NEW YORK, NY, April 18, 2023 (GLOBE NEWSWIRE) – SuRo Capital Corp. (“SuRo Capital” or the “Company”) (Nasdaq: SSSS) today announced its final results from its modified “Dutch Auction” tender offer (the “Tender Offer”). The Company’s Tender Offer expired at 5:00 P.M., Eastern Time, on April 17, 2023. The Tender Offer was made pursuant to an Offer to Purchase dated March 21, 2023 and the related Letter of Transmittal, by which the Company offered to purchase up to 3,000,000 shares of its common stock at a price per share not less than $3.00 and not greater than $4.50 in $0.10 increments, using available cash, which documents were filed with the Securities and Exchange Commission on March 21, 2023.
In accordance with the Company’s previously announced Tender Offer, and based on the final count by American Stock Transfer & Trust Company, LLC, the depositary for the Tender Offer, the Company will repurchase 3,000,000 shares, representing 10.6% of its outstanding shares, for payment on or about April 21, 2023, at a price of $4.50 per share on a pro rata basis, excluding fees and expenses relating to the self-tender offer. The per share purchase price of properly tendered shares represents 60.9% of net asset value (“NAV”) per share based as of December 31, 2022. The Company, in conjunction with American Stock Transfer & Trust Company, LLC, has determined the final proration factor for the tender offer is approximately 99.1%. The Company is funding the repurchase of shares in the Tender Offer using a portion of its cash on hand.
The information agent for the Tender Offer is D.F. King & Co. Inc., and the depositary is American Stock Transfer & Trust Company, LLC. For questions and information, please contact the information agent at suro@dfking.com. Banks and brokers may call the information agent at (212) 269-5550, and all others may call the information agent toll-free at (800) 848-3409.
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, including the impact of the COVID-19 pandemic and any market volatility that may be detrimental to our business, our portfolio companies, our industry, and the global economy, 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.
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 New York, NY and has offices in San Francisco, CA. Connect with the company on Twitter, LinkedIn, and at www.surocap.com.
Contact
SuRo Capital Corp.
(212) 931-6331
IR@surocap.com
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