UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 8-K
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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 Senior Capital Ltd.
(Exact Name of Registrant as Specified in Charter)
MARYLAND | 814-00849 | 27-4288022 |
(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 Senior 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 Senior Capital Ltd. | ||
Date: January 10, 2018 | By: | /s/ Richard L. Peteka |
Richard L. Peteka | ||
Secretary | ||
EXHIBIT 99.1
Solar Senior Capital Ltd. Announces Q4 2017 Net Investment Income Per Share of $0.35 and Estimated Net Asset Value Per Share in the range of $16.81 to $16.84
NEW YORK, Jan. 10, 2018 (GLOBE NEWSWIRE) -- In conjunction with hosting its Analyst Day on January 10, 2018, Solar Senior Capital Ltd. (NASDAQ:SUNS) (“Solar Senior” or 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 $0.35, consistent with $0.35 for the quarter ended September 30, 2017. Approximately $0.3 million of performance-based incentive fees were voluntarily waived by the Company’s investment manager for the quarter ended December 31, 2017 compared to $0.7 million of management fees and performance-based incentive fees waived in Q3 2017. The reduced fee waiver in Q4 2017 is a direct result of the Company generating higher gross investment income due to its net portfolio growth as well as an increase in the weighted average portfolio yield primarily attributable to its recent acquisition of North Mill Capital LLC.
Management expects the Company’s net asset value per share at December 31, 2017 to be in the range of $16.81 to $16.84 compared to the net asset value per share of $16.81 as of September 30, 2017.
For the quarter ended December 31, 2017, the Company’s comprehensive portfolio activity1 includes investments of approximately $85 million and prepayments and other exits of approximately $52 million. In addition, management expects the Company’s net debt/equity ratio to be approximately 0.45x at December 31, 2017.
At December 31, 2017, the Company had no investments on non-accrual.
On October 24, 2017, the Company announced that it acquired 100% of the equity interests of North Mill Capital LLC (“North Mill”). North Mill is a leading asset-based lending commercial finance company that provides senior secured asset-backed financings to U.S. based small-to-medium sized businesses primarily in the manufacturing, services and distribution industries. The acquisition further diversifies and expands the Company’s senior secured direct lending investment channels, provides differentiated sources of growth, and increases the earnings power of Solar Senior’s portfolio.
Additionally, on January 5, 2018, the Board declared a distribution of $0.1175 per share for the month of January 2018. The distribution is payable on January 31, 2018 to stockholders of record as of January 18, 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 SENIOR CAPITAL LTD.
Solar Senior 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 directly and indirectly in leveraged, U.S. middle market companies in the form of cash flow senior secured loans including first lien and second lien debt instruments and asset-based loans including senior secured loans collateralized on a first lien basis primarily by current assets.
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, condition 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 Senior Capital Ltd. undertakes no duty to update any forward-looking statements made herein, unless required to do so by law.
CONTACT
Solar Senior Capital Ltd.
Investor Relations
646-308-8770
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1 Includes investment activity through the Company’s investment portfolio and the First Lien Loan Program (“FLLP”) attributable to the Company.