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):
November 15, 2017 (November 14, 2017)
Solar Capital Ltd.
(Exact name of registrant as specified in its charter)
| Maryland | 814-00754 | 26-1381340 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 500 Park Avenue, New York, NY | 10022 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(212) 993-1670
(Registrant’s telephone number, including area code)
Not Applicable
(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 as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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 8.01 | Other Events |
On November 14, 2017, Solar Capital Ltd. (the “Company”) caused notices to be issued to the holders of its 6.75% Senior Notes due 2042 (CUSIP No. 83413U 308; NYSE: SLRA) (the “Notes”) regarding the Company’s exercise of its option to redeem, in full, the Notes, pursuant to Section 1104 of the Indenture dated as of November 16, 2012, between the Company and U.S. Bank National Association, as trustee, and Section 1.01(h) of the First Supplemental Indenture dated as of November 16, 2012. The Company will redeem $75,000,000 in remaining issued and outstanding Notes on December 18, 2017 (the “Redemption Date”). The Notes will be redeemed at 100% of their principal amount ($25 per Note), plus the accrued and unpaid interest thereon from November 15, 2017, through, but excluding, the Redemption Date. A copy of the notice of redemption is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
On November 15, 2017, the Company issued a press release regarding the redemption of the Notes, the text of which is attached hereto as Exhibit 99.2.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. |
Description | |
| 99.1 | Notice of Redemption of 6.75% Senior Notes due 2042 | |
| 99.2 | Press release dated November 15, 2017 | |
SIGNATURES
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. | ||
| By: |
/s/ Richard L. Peteka | |
| Name: |
Richard L. Peteka | |
| Title: |
Secretary | |
Date: November 15, 2017
Exhibit 99.1
NOTICE OF REDEMPTION TO THE HOLDERS OF THE
6.75% Senior Notes due 2042
of Solar Capital Ltd.
(CUSIP No. 83413U 308; NYSE: SLRA)*
Redemption Date: December 18, 2017
NOTICE IS HEREBY GIVEN, pursuant to Section 1104 of the Indenture dated as of November 16, 2012 (the “Base Indenture”), between Solar Capital Ltd., a Maryland corporation (the “Company”), and U.S. Bank National Association (the “Trustee), and Section 1.01(h) of the First Supplemental Indenture dated as of November 16, 2012 (the “First Supplemental Indenture,” and together with the Base Indenture, the “Indenture”), that the Company is electing to exercise its option to redeem, in full, the 6.75% Senior Notes due 2042 (the “Notes”). The Company will redeem $75,000,000 in remaining issued and outstanding Notes on December 18, 2017 (the “Redemption Date”). The redemption price for the Notes equals $25 in principal amount per Note being redeemed (or $75,000,000 in aggregate principal amount of the Notes), plus the accrued and unpaid interest thereon from November 15, 2017, through, but excluding, the Redemption Date (the “Redemption Payment”). The aggregate accrued interest on the Notes being redeemed payable on the Redemption Date will be approximately $464,063 (or approximately $0.15 on each $25 principal amount of the Notes being redeemed).
On the Redemption Date, the Redemption Payment will become due and payable to the Holders of the Notes. Interest on the $75,000,000 in principal amount of Notes being redeemed will cease to accrue on and after the Redemption Date. Unless the Company defaults in paying the Redemption Payment with respect to such Notes, the only remaining right of the Holders with respect to such Notes will be to receive payment of the Redemption Payment upon presentation and surrender of such Notes to the Trustee in its capacity as Paying Agent. Notes held in book-entry form will be redeemed and the Redemption Payment with respect to such Notes will be paid in accordance with the applicable procedures of The Depository Trust Company. On and after the Redemption Date, upon surrender of the Notes being redeemed, the Holders will receive, without charge, a new Note of authorized denominations for the principal amount thereof remaining unredeemed.
Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Indenture.
Questions relating to this notice of redemption should be directed to U.S. Bank National Association via telephone at 1-800-934-6802. Payment of the Redemption Payment to the Holders will be made upon presentation and surrender of the Notes in the following manner:
| If by Mail, Hand or Overnight Mail: | ||
| U.S. Bank Corporate Trust Services | ||
| 111 Fillmore Avenue E. St. Paul, MN 55107 Attention: Solar Capital Ltd. (6.75% Senior Notes Due 2042) |
*The CUSIP number has been assigned to this issue by organizations not affiliated with the Company or the Trustee and is included solely for the convenience of the noteholders. Neither the Company nor the Trustee shall be responsible for the selection or use of this CUSIP number, nor is any representation made as to the correctness or accuracy of the same on the Notes or as indicated in this Notice of Redemption.
NOTICE
Under U.S. federal income tax law, the Trustee or other withholding agent may be required to withhold twenty-eight percent (28%) of any gross payment to a holder who fails to provide a taxpayer identification number and other required certifications. To avoid backup withholding, please complete a Form W-9 or an appropriate Form W-8, as applicable, which should be furnished in connection with the presentment and surrender of the Notes called for redemption. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against a holder’s U.S. federal income tax liability provided the required information is furnished to the Internal Revenue Service. Holders should consult their tax advisors regarding the withholding and other tax consequences of the redemption.
| Solar Capital Ltd. | ||
| Dated: November 14, 2017 |
By: U.S. Bank National Association, as Trustee and Paying Agent |
Exhibit 99.2
Solar Capital Ltd. to Redeem Remaining $75 Million of 6.75% Senior Unsecured Notes due 2042; Increases Expected 2018 Net Investment Income by $0.04 Per Share
NEW YORK, NY November 15, 2017– Solar Capital Ltd. (NASDAQ: SLRC) (the “Company”) has given notice to redeem its remaining $75 million of 6.75% senior unsecured notes due 2042. The repayment will be 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.
“The refinancing of the $100 million 6.75% senior unsecured notes is a continuation of our focus on reducing operating expenses, including our cost of capital,” said Michael Gross, Chairman and CEO of Solar Capital Ltd. “The lower interest expense, coupled with our reduction in management fees and differentiated business lines, positions the Company well for a strong 2018. As a result, we are confident in our ability to grow the Company’s net investment income.”
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
Investor Relations
(646) 308-8770