As filed with the Securities and Exchange Commission on September 6, 2022
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.
þ 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: þ
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 SCHEDULE TO
This Amendment No. 1 (this “Amendment No. 1”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the U.S. Securities and Exchange Commission on August 8, 2022 (the “Schedule TO”), which relates to the tender offer by SuRo Capital Corp., a Maryland corporation (the “Company”), to purchase for cash up to 2,000,000 shares of its common stock, $0.01 par value per share, at a price per share of not less than $6.00 and not more than $7.00 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 August 8, 2022 (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 September 6, 2022, the Company issued a press release announcing the final results of the Tender Offer, which expired at 5:00 P.M., Eastern Time, on September 2, 2022. A copy of the press release is filed as Exhibit (a)(5)(i) 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 September 6, 2022. | |
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: September 6, 2022
| SURO CAPITAL CORP. | |
| /s/ Mark D. Klein | |
| Name: Mark D. Klein Title: Chief Executive Officer and President |
Exhibit Index
* Previously filed with the Schedule TO on August 8, 2022.
** Filed herewith.
