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): January 10, 2018
SOLAR CAPITAL LTD.
(Exact Name of Registrant as Specified in Charter)
| MARYLAND | 814-00754 | 26-1381340 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
| 500 PARK AVENUE, NEW YORK, NEW YORK 10022 |
| (Address of Principal Executive Offices) (Zip Code) |
(212) 993-1670
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
| Check the appropriate box below if the Form 8-K filing 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)) | |
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 January 10, 2018, Solar Capital Ltd. (the “Company”) issued a press release announcing certain preliminary financial results and investment activity for the fourth quarter of 2017. The press release is attached hereto as Exhibit 99.1. The information disclosed under this Item 2.02, including 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, and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(a) Not applicable. (b) Not applicable. (c) Not applicable. (d) Exhibits.Exhibit No. Description 99.1 Press Release dated January 10, 2018
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SOLAR CAPITAL LTD. | ||
| Date: January 10, 2018 | By: | /s/ Richard L. Peteka |
| Richard L. Peteka | ||
| Secretary | ||
EXHIBIT 99.1
Solar Capital Ltd. Announces Q4 2017 Net Investment Income Per Share of $0.44 and Estimated Net Asset Value Per Share in the range of $21.79 to $21.82
NEW YORK, Jan. 10, 2018 (GLOBE NEWSWIRE) -- In conjunction with hosting its Analyst Day on January 10, 2018, Solar Capital Ltd. (NASDAQ:SLRC) (the “Company”) is hereby disclosing certain estimated results for the quarter ended December 31, 2017.
For the quarter ended December 31, 2017, management expects the Company’s net investment income per share to be $0.44, compared to $0.41 for the quarter ended September 30, 2017. In addition, management expects the Company’s net asset value per share at December 31, 2017 to be in a range of $21.79 to $21.82 compared to the net asset value per share of $21.80 as of September 30, 2017.
For the quarter ended December 31, 2017, the Company’s comprehensive portfolio activity1 includes investments of approximately $164 million and repayments of approximately $181 million. In addition, management expects the Company’s net debt/equity ratio to be approximately 0.58x at December 31, 2017.
At December 31, 2017, the Company had no investments on non-accrual.
On December 18, 2017, the Company redeemed its remaining $75 million of 6.75% senior unsecured notes due 2042. The repayment was funded through the issuance of $75 million of 4.50% notes due 2023. The Company expects that the refinancing of the 6.75% senior unsecured notes will contribute approximately $0.04 per share to 2018 net investment income.
On November 2, 2017, the Company’s board of directors (the “Board”) amended the First Amended and Restated Investment Advisory and Management Agreement Between Solar Capital Ltd. and Solar Capital Partners LLC, lowering the base management fee payable thereunder from 2.0% per annum to 1.75% per annum, effective January 1, 2018.
Additionally, on November 2, 2017, the Board declared an increased first quarter 2018 distribution of $0.41 per share payable on April 3, 2018 to stockholders of record as of March 22, 2018.
The estimates presented are subject to the completion of financial closing procedures and are not a comprehensive statement of our financial condition or results for the period from October 1, 2017 through December 31, 2017.
The preliminary estimates and guidance provided herein have been prepared by, and are the responsibility of, management. Neither our independent registered public accounting firm, nor our Board of Directors, have audited, reviewed, compiled, or performed any procedures with respect to the accompanying preliminary financial data and estimates. Accordingly, our independent registered public accounting firm and our Board of Directors do not express an opinion or any form of assurance with respect thereto and assumes no responsibility for, and disclaims any association with, this preliminary information. Actual results for the period may differ materially.
ABOUT SOLAR CAPITAL LTD.
Solar Capital Ltd. is a closed-end investment company that has elected to be treated as a business development company under the Investment Company Act of 1940. A specialty finance company with expertise in several niche markets, the Company primarily invests in leveraged, U. S. middle market companies in the form of senior secured cash flow and asset-based investments.
FORWARD-LOOKING STATEMENTS
Statements included herein may constitute “forward-looking statements,” which relate to future events or our future performance or financial condition. These statements are not guarantees of future performance, conditions or results and involve a number of risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in our filings with The Securities and Exchange Commission. Solar Capital Ltd. undertakes no duty to update any forward-looking statements made herein, unless required to do so by applicable law.
CONTACT
Solar Capital Ltd.
Investor Relations
(646) 308-8770
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1 Includes investment activity through the Company’s investment portfolio, Crystal Financial, NEF Holdings, LLC (“NEF”), the Senior Secured Unitranche Loan Program LLC (“SSLP”), and Senior Secured Unitranche Loan Program II LLC (“SSLP II”), attributable to the Company.