Exhibit (a)(1)(C)
SURO CAPITAL CORP.
Offer to Purchase for Cash
Up to 2,000,000 Shares of its Common Stock
At a Purchase Price Not Less Than $4.00 Per Share and
Not More Than $5.00 per Share
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THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE
AT 5:00 P.M., EASTERN TIME, ON APRIL 1, 2024, UNLESS THE
TENDER OFFER IS EXTENDED OR TERMINATED.
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February 20, 2024
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We have been appointed by SuRo Capital Corp., a Maryland corporation (the “Company”), to act as Information Agent in connection with the Company’s offer to purchase for cash up to 2,000,000 shares of its outstanding common stock, $0.01 par value per share (the “shares”), at a price not less than $4.00 and not more than $5.00 per share, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated February 20, 2024 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), and the related Letter of Transmittal (which collectively, as amended or supplemented from time to time, which together constitute the “tender offer”).
Under the tender offer, stockholders of the Company will have the ability to tender all or a portion of their shares at a price per share of not less than $4.00 and not more than $5.00. Based on the number of shares tendered and the prices specified by the tendering stockholders, the Company will determine the single per share purchase price (the “Purchase Price”) within the specified range that will allow it to purchase an aggregate total of 2,000,000 shares, or a lower amount depending on the number of shares properly tendered and not properly withdrawn pursuant to the tender offer. All shares acquired in the tender offer will be acquired at the same Purchase Price regardless of whether the stockholder tendered at a lower price, and the Company will only purchase shares tendered at prices equal to or below the Purchase Price. Upon the terms and subject to the conditions of the tender offer, if shares having an aggregate total of less than or equal to 2,000,000 are properly tendered and not properly withdrawn prior to the Expiration Date (as defined in the Offer to Purchase), the Company will buy all shares properly tendered and not properly withdrawn. If the conditions to the tender offer have been satisfied or waived and shares having an aggregate total in excess of 2,000,000, measured at the maximum price at which such shares were properly validly tendered, have been properly tendered and not properly withdrawn prior to the Expiration Date, the Company will purchase properly tendered shares on the basis set forth in the Offer to Purchase and the related Letter of Transmittal, including the provisions relating to proration and conditional tenders.
Shares tendered and not purchased, because they were tendered at a price greater than the Purchase Price or because of proration or conditional tenders, will be returned, at the Company’s expense, to the stockholders who tendered such shares promptly after the Expiration Date. See Section 1 of the Offer to Purchase.
For your information, and for forwarding to those of your clients for whom you hold shares registered in your name or in the name of your nominee, we are enclosing the following documents:
1.
Offer to Purchase, dated February 20, 2024;
2.
Letter of Transmittal (including the Form W-9), for your use and for the information of your clients;
3.
A form of letter that you may send to your clients for whose accounts you hold shares registered in your name or in the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the tender offer; and
4. Return envelope addressed to Equiniti Trust Company, LLC (the “Depositary”).