Form 10-Q

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Non-accelerated filer

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10-Q 1 d277525d10q.htm FORM 10-Q Form 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarter Ended September 30, 2016

¨	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number: 814-00849

SOLAR SENIOR CAPITAL LTD.

(Exact name of registrant as specified in its charter)


Maryland		27-4288022
(State of Incorporation)		(I.R.S. Employer Identification No.)
500 Park Avenue New York, N.Y.		10022
(Address of principal executive offices)		(Zip Code)

(212) 993-1670

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

The number of shares of the registrant’s Common Stock, $.01 par value, outstanding as of November 1, 2016 was 16,025,011.

SOLAR SENIOR CAPITAL LTD.

FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2016

TABLE OF CONTENTS


		PAGE
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements
	Consolidated Statements of Assets and Liabilities as of September 30, 2016 (unaudited) and December 31, 2015		3

	Consolidated Statements of Operations for the three and nine months ended September 30, 2016 (unaudited) and September 30, 2015 (unaudited)		4

	Consolidated Statements of Changes in Net Assets for the nine months ended September 30, 2016 (unaudited) and the year ended December 31, 2015		5

	Consolidated Statements of Cash Flows for the nine months ended September 30, 2016 (unaudited) and September 30, 2015 (unaudited)		6

	Consolidated Schedule of Investments as of September 30, 2016 (unaudited)		7

	Consolidated Schedule of Investments as of December 31, 2015		10

	Notes to Consolidated Financial Statements (unaudited)		13

	Report of Independent Registered Public Accounting Firm		33

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		34

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		53

Item 4.	Controls and Procedures		53

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings		55

Item 1A.	Risk Factors		55

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		55

Item 3.	Defaults Upon Senior Securities		55

Item 4.	Mine Safety Disclosures		55

Item 5.	Other Information		55

Item 6.	Exhibits		56

	Signatures		58

PART I. FINANCIAL INFORMATION

In this Quarterly Report, “Solar Senior”, “Company”, “Fund”, “we”, “us”, and “our” refer to Solar Senior Capital Ltd. unless the context states otherwise.

Item 1.

Financial Statements

SOLAR SENIOR CAPITAL LTD.

CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES

(in thousands, except share amounts)


	September 30, 2016 (unaudited)			December 31, 2015
Assets
Investments at fair value:
Companies less than 5% owned (cost: $267,355 and $253,373, respectively)	$	261,479		$	242,502
Companies 5% to 25% owned (cost: $3,754 and $3,816, respectively)		1,986			2,423
Companies more than 25% owned (cost: $64,347 and $62,423, respectively)		64,448			61,593

Total investments (cost: $335,456 and $319,612, respectively)		327,913			306,518
Cash		4,336			3,070
Cash equivalents (cost: $184,962 and $49,997, respectively)		184,962			49,997
Receivable for investments sold		17			45
Dividends receivable		1,391			526
Interest receivable		1,151			2,040
Prepaid expenses and other assets		329			381

Total assets	$	520,099		$	362,577

Liabilities
Credit facility payable (see notes 6 and 7)	$	43,000		$	116,200
Payable for investments and cash equivalents purchased		204,312			54,897
Distributions payable		1,825			1,355
Management fee payable (see note 3)		852			831
Performance-based incentive fee payable (see note 3)		118			—
Interest payable (see note 7)		224			262
Administrative services expense payable (see note 3)		455			534
Other liabilities and accrued expenses		447			194

Total liabilities	$	251,233		$	174,273

Commitments and contingencies (see notes 10 and 11)

Net Assets
Common stock, par value $0.01 per share, 200,000,000 and 200,000,000 common shares authorized, respectively, and 16,025,011 and 11,533,315 issued and outstanding, respectively	$	160		$	115
Paid-in capital in excess of par		286,413			211,486
Distributions in excess of net investment income		(5,185	)		(5,185	)
Accumulated net realized loss		(4,979	)		(5,018	)
Net unrealized depreciation		(7,543	)		(13,094	)

Total net assets	$	268,866		$	188,304

Net Asset Value Per Share	$	16.78		$	16.33

See notes to consolidated financial statements.

SOLAR SENIOR CAPITAL LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

(in thousands, except share amounts)


	Three months ended						Nine months ended
	September 30, 2016			September 30, 2015			September 30, 2016			September 30, 2015
INVESTMENT INCOME:
Interest:
Companies less than 5% owned	$	5,165		$	4,948		$	14,456		$	15,265
Companies 5% to 25% owned		51			55			153			162
Dividends:
Companies more than 25% owned		1,767			1,433			5,278			3,709
Other income:
Companies less than 5% owned		1			74			97			163
Companies more than 25% owned		17			10			47			19

Total investment income		7,001			6,520			20,031			19,318

EXPENSES:
Management fees (see note 3)	$	852		$	882		$	2,483		$	2,627
Performance-based incentive fees (see note 3)		636			115			1,486			272
Interest and other credit facility expenses (see note 7)		870			895			2,634			3,387
Administrative services expense (see note 3)		301			309			895			845
Other general and administrative expenses		324			349			997			1,152

Total expenses		2,983			2,550			8,495			8,283
Performance-based incentive fees waived (see note 3)		(518	)		(115	)		(1,131	)		(272	)

Net expenses		2,465			2,435			7,364			8,011

Net investment income	$	4,536		$	4,085		$	12,667		$	11,307

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND CASH EQUIVALENTS:
Net realized gain on investments and cash equivalents (companies less than 5% owned)	$	8		$	37		$	39		$	86
Net change in unrealized gain (loss) on investments and cash equivalents		625			(5,617	)		5,551			(5,906	)

Net realized and unrealized gain (loss) on investments and cash equivalents		633			(5,580	)		5,590			(5,820	)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	5,169		$	(1,495	)	$	18,257		$	5,487

EARNINGS (LOSS) PER SHARE (see note 5)	$	0.42		$	(0.13	)	$	1.55		$	0.48

See notes to consolidated financial statements.

SOLAR SENIOR CAPITAL LTD.

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS

(in thousands, except share amounts)


	Nine months ended September 30, 2016 (unaudited)			Year ended December 31, 2015
Increase in net assets resulting from operations:
Net investment income	$	12,667		$	15,373
Net realized gain		39			18
Net change in unrealized gain (loss)		5,551			(14,344	)

Net increase in net assets resulting from operations		18,257			1,047

Distributions to stockholders:
From net investment income		(12,667	)		(16,262	)

Capital transactions:
Net proceeds from shares sold		75,255			—
Less common stock offering costs		(309	)		—
Reinvestment of distributions		26			—

Net increase in net assets resulting from capital transactions		74,972			—

Total increase (decrease) in net assets		80,562			(15,215	)
Net assets at beginning of period		188,304			203,519

Net assets at end of period⁽¹⁾	$	268,866		$	188,304

Capital share activity:
Common stock sold		4,490,152			—
Common stock issued from reinvestment of distributions		1,544			—

Net increase from capital share activity		4,491,696			—

(1)	Includes overdistributed net investment income of ($5,185) and ($5,185), respectively.

See notes to consolidated financial statements.

SOLAR SENIOR CAPITAL LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

(in thousands)


	Nine months ended
	September 30, 2016			September 30, 2015
Cash Flows from Operating Activities:
Net increase in net assets resulting from operations	$	18,257		$	5,487
Adjustments to reconcile net increase in net assets resulting from operations to net cash (used in) provided by operating activities:
Net realized gain on investments and cash equivalents		(39	)		(86	)
Net change in unrealized (gain) loss on investments and cash equivalents		(5,551	)		5,906
(Increase) decrease in operating assets:
Purchase of investments		(74,812	)		(70,716	)
Proceeds from disposition of investments		59,007			65,808
Capitalization of payment-in-kind interest		—			(78	)
Receivable for investments sold		28			(62	)
Interest receivable		889			(491	)
Dividends receivable		(865	)		(624	)
Prepaid expenses and other assets		52			(30	)
Increase (decrease) in operating liabilities:
Payable for investments and cash equivalents purchased		149,415			(4,841	)
Management fee payable		21			84
Performance-based incentive fee payable		118			—
Administrative services expense payable		(79	)		(47	)
Interest payable		(38	)		12
Other liabilities and accrued expenses		253			361

Net Cash Provided by Operating Activities		146,656			683

Cash Flows from Financing Activities:
Net proceeds from shares sold		75,255			—
Common stock offering costs		(309	)		—
Cash distributions paid		(12,171	)		(12,196	)
Proceeds from borrowings		61,600			34,900
Repayments of borrowings		(134,800	)		(31,300	)

Net Cash Used in Financing Activities		(10,425	)		(8,596	)

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		136,231			(7,913	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		53,067			42,471

CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	189,298		$	34,558

Supplemental disclosure of cash flow information:
Cash paid for interest	$	2,672		$	3,375

Non-cash financing activities consist of the reinvestment of dividends of $26 and $0 for the nine months ended September 30, 2016 and September 30, 2015, respectively. Additionally, during the nine months ended September 30, 2015, $29,584 of investments were transferred from the Company to First Lien Loan Program LLC (see note 11).

See notes to consolidated financial statements.

SOLAR SENIOR CAPITAL LTD.

CONSOLIDATED SCHEDULE OF INVESTMENTS (unaudited)

September 30, 2016

(in thousands, except share/unit amounts)


Description	Industry	Spread above Index⁽³⁾		Libor Floor			Interest Rate⁽¹⁾			Acquisition Date		Maturity Date		Par Amount		Cost		Fair Value
Bank Debt/Senior Secured Loans — 98.0%
ABB/Con-Cise Optical Group LLC⁽²⁾	Health Care Supplies		L+500		1.00	%		6.00	%		6/14/2016		6/15/2023	$	3,000	$	2,971	$	3,034
Acrisure, LLC⁽²⁾	Insurance		L+550		1.00	%		6.50	%		5/14/2015		5/19/2022		4,938		4,896		4,965
Advantage Sales and Marketing, Inc	Professional Services		L+650		1.00	%		7.50	%		2/14/2013		7/25/2022		8,000		7,953		7,633
Aegis Toxicology Sciences Corporation	Health Care Services		L+850		1.00	%		9.50	%		2/20/2014		8/24/2021		4,000		3,956		3,500
ALG B.V. (Apple Leisure)⁽²⁾⁽⁴⁾	Hotels, Restaurants & Leisure		L+575		1.25	%		7.00	%		2/28/2013		2/28/2019		2,692		2,679		2,692
ALG USA Holdings, LLC (Apple Leisure)⁽²⁾	Hotels, Restaurants & Leisure		L+575		1.25	%		7.00	%		2/28/2013		2/28/2019		3,568		3,552		3,568
American Seafoods Group LLC⁽²⁾	Food Products		L+500		1.00	%		6.00	%		8/10/2015		8/19/2021		4,817		4,797		4,769
American Teleconferencing Services, Ltd. (PGI)⁽²⁾	Communications Equipment		L+650		1.00	%		7.50	%		5/5/2016		12/8/2021		8,774		7,942		8,577
Asurion, LLC	Insurance		L+750		1.00	%		8.50	%		2/27/2014		3/3/2021		2,240		2,168		2,233
Athletico Management, LLC and Accelerated Holdings, LLC⁽²⁾	Health Care Facilities		L+550		0.75	%		6.34	%		12/1/2014		12/2/2020		9,048		8,981		9,048
Capstone Logistics Acqusition, Inc.⁽²⁾	Professional Services		L+450		1.00	%		5.50	%		10/3/2014		10/7/2021		8,278		8,216		8,113
Castle Management Borrower LLC (Highgate Hotels)⁽²⁾	Real Estate Management & Development		L+450		1.00	%		5.50	%		10/10/2014		9/18/2020		7,601		7,548		7,487
CIBT Holdings, Inc.⁽²⁾	Professional Services		L+525		1.00	%		6.25	%		6/28/2016		6/28/2022		2,620		2,595		2,594
Confie Seguros Holding II Co.⁽²⁾	Insurance		L+450		1.25	%		7.00	%		11/9/2012		11/9/2018		10,175		10,140		10,175
ConvergeOne Holdings Corp.⁽²⁾	Communications Equipment		L+500		1.00	%		6.00	%		6/16/2014		6/17/2020		6,843		6,797		6,774
CT Technologies Intermediate Holdings⁽²⁾	Health Care Technology		L+425		1.00	%		5.25	%		12/1/2014		12/1/2021		3,402		3,384		3,368
Engineering Solutions & Products, LLC⁽⁶⁾	Aerospace & Defense		L+600		2.00	%		8.00	%		11/5/2013		5/4/2018		44		44		44
Engineering Solutions & Products, LLC⁽⁶⁾	Aerospace & Defense		L+600		2.00	%		8.00	%		11/5/2013		11/5/2018		2,343		2,343		1,874
Epic Health Services, Inc.⁽²⁾	Health Care Services		L+475		1.00	%		5.75	%		2/20/2015		2/17/2021		4,803		4,773		4,755
GenMark Diagnostics, Inc⁽²⁾⁽⁴⁾	Health Care Services		—		—			6.90	%		4/22/2016		1/12/2019		9,643		9,467		9,643
Global Tel*Link Corporation⁽²⁾	Communications Equipment		L+375		1.25	%		5.00	%		11/6/2015		5/23/2020		3,436		3,070		3,337
Global Tel*Link Corporation	Communications Equipment		L+775		1.25	%		9.00	%		5/21/2013		11/23/2020		3,000		2,962		2,856
HC Group Holdings III, Inc. (Walgreens)⁽²⁾	Health Care Services		L+500		1.00	%		6.00	%		3/25/2015		4/7/2022		4,950		4,929		5,006
Hostway Corporation⁽²⁾	Internet Software & Services		L+475		1.25	%		6.00	%		6/27/2014		12/13/2019		8,901		8,876		7,121
Innovative Xcessories & Services, LLC⁽²⁾	Automotive Retail		L+400		1.00	%		5.00	%		8/21/2014		2/21/2020		4,442		4,413		4,409
Kellermeyer Bergensons Services, LLC (KBS)⁽²⁾	Commercial Services & Supplies		L+500		1.00	%		6.00	%		10/31/2014		10/29/2021		4,875		4,838		4,753
LegalZoom.com, Inc.⁽²⁾	Internet Software & Services		L+700		1.00	%		8.00	%		5/13/2015		5/13/2020		9,850		9,681		9,948
Lumeris Solutions Company, LLC⁽²⁾	Health Care Technology		—		—			9.42	%		4/22/2016		12/27/2017		2,495		2,513		2,520
Material Handling Services, LLC (TFS)⁽²⁾	Air Freight & Logistics		L+500		1.00	%		6.00	%		3/3/2014		3/26/2020		11,146		11,075		11,035
Mediware Information Systems, Inc.⁽²⁾	Health Care Technology		L+475		1.00	%		5.75	%		9/26/2016		9/28/2023		5,000		4,950		4,950
Metamorph US 3, LLC (Metalogix)⁽²⁾	Software		L+650		1.00	%		7.50	%		12/1/2014		12/1/2020		8,063		7,914		6,450
MYI Acquiror Corp. (McLarens Young)⁽²⁾	Insurance		L+450		1.25	%		5.75	%		5/21/2014		5/28/2019		3,356		3,337		3,289
MYI Acquiror Ltd. (McLarens Young)⁽²⁾⁽⁴⁾	Insurance		L+450		1.25	%		5.75	%		5/21/2014		5/28/2019		4,282		4,258		4,197
Novavax, Inc⁽⁴⁾	Pharmaceuticals		—		—			12.10	%		4/22/2016		12/1/2016		45		45		45
Pearl Merger Sub LLC (PetVet)⁽²⁾	Health Care Facilities		L+475		1.00	%		5.75	%		1/29/2015		12/17/2020		4,421		4,355		4,388
Polycom, Inc.⁽²⁾	Communications Equipment		L+650		1.00	%		7.50	%		9/29/2016		9/27/2023		15,000		14,400		14,400
Precyse Acquisition Corp.⁽²⁾	Health Care Services		L+550		1.00	%		6.50	%		4/19/2016		10/20/2022		2,993		2,950		3,019
PSP Group, LLC (Pet Supplies Plus)⁽²⁾⁽⁷⁾	Specialty Retail		L+475		1.00	%		5.75	%		4/2/2015		4/6/2021		488		484		485
QBS Holding Company, Inc. (Quorum)⁽²⁾	Software		L+475		1.00	%		5.75	%		8/1/2014		8/7/2021		6,386		6,339		6,195
Richelieu Foods, Inc.⁽²⁾	Food Products		L+475		1.00	%		5.75	%		11/21/2014		5/21/2020		6,580		6,511		6,580
Salient Partners, L.P.⁽²⁾	Asset Management		L+850		1.00	%		9.50	%		6/10/2015		6/9/2021		4,305		4,234		4,219
Securus Technologies, Inc	Communications Equipment		L+775		1.25	%		9.00	%		4/17/2013		4/30/2021		10,000		9,943		9,669
SHO Holding I Corporation (Shoes for Crews)⁽²⁾	Footwear		L+500		1.00	%		6.00	%		11/20/2015		10/27/2022		5,955		5,903		5,955
Strategic Partners Acquisition Corp.⁽²⁾	Textiles, Apparel & Luxury Goods		L+525		1.00	%		6.25	%		6/24/2016		6/30/2023		2,000		1,980		2,011
Stratose Intermediate Holdings II, LLC⁽²⁾	Health Care Services		L+500		1.00	%		6.00	%		1/25/2016		1/26/2022		4,963		4,917		4,975
The Edelman Financial Center, LLC⁽²⁾	Diversified Financial Services		L+550		1.00	%		6.50	%		12/16/2015		12/18/2022		4,963		4,872		4,962
The Hilb Group, LLC & Gencorp Insurance Group, Inc.⁽²⁾	Insurance		L+500		1.00	%		6.00	%		3/16/2016		6/24/2021		3,827		3,757		3,770
Trident USA Health Services⁽²⁾	Health Care Services		L+525		1.25	%		6.50	%		7/29/2013		7/31/2019		8,818		8,776		7,230
TwentyEighty, Inc. (fka Miller Heiman)⁽²⁾	Professional Services		L+600		1.00	%		7.00	%		9/30/2013		9/30/2019		6,991		6,951		5,418
Vizient, Inc.⁽²⁾	Health Care Services		L+525		1.00	%		6.25	%		2/9/2016		2/13/2023		880		855		889
VT Buyer Acquisition Corp. (Veritext)⁽²⁾	Professional Services		L+500		1.00	%		6.00	%		1/29/2016		1/29/2022		4,492		4,452		4,470

Total Bank Debt/Senior Secured Loans																$	269,742	$	263,397

Common Equity/Equity Interests — 24.0%															Shares/Units

Engineering Solutions & Products, LLC⁽⁶⁾⁽⁸⁾^†	Aerospace & Defense										11/5/2013				133,668	$	1,367	$	68
First Lien Loan Program LLC⁽⁴⁾⁽⁵⁾	Asset Management										2/13/2015				—		31,508		29,198
Gemino Healthcare Finance, LLC^(4)(5)(9)	Diversified Financial Services										9/30/2013				32,839		32,839		35,250

Total Common Equity/Equity Interests																$	65,714	$	64,516

Total Investments⁽¹⁰⁾ — 122.0%																$	335,456	$	327,913
Cash Equivalents — 68.8%															Par Amount

U.S. Treasury Bill	Government										9/29/2016		11/25/2016		185,000	$	184,962	$	184,962

Total Investments & Cash Equivalents — 190.8%																$	520,418	$	512,875
Liabilities in Excess of Other Assets — (90.8%)																			(244,009	)

Net Assets — 100.0%																		$	268,866

See notes to consolidated financial statements.

SOLAR SENIOR CAPITAL LTD.

CONSOLIDATED SCHEDULE OF INVESTMENTS (unaudited) (continued)

September 30, 2016

(in thousands)

(1)

Floating rate debt investments typically bear interest at a rate determined by reference to either the London Interbank Offered Rate (“LIBOR” or “L”) index rate or the prime index rate (PRIME or “P”), and which typically reset monthly, quarterly or semi-annually. For each debt investment we have provided the current interest rate in effect as of September 30, 2016.

(2)

Indicates an investment that is wholly or partially held by Solar Senior Capital Ltd. through its wholly-owned financing subsidiary SUNS SPV LLC. Such investments are pledged as collateral under the Senior Secured Revolving Credit Facility (see Note 7 to the consolidated financial statements) and are not generally available to creditors, if any, of Solar Senior Capital Ltd. The respective par amount for the investment that is partially held through SUNS SPV LLC is $4,821 for Genmark Diagnostics, Inc. The par balance in excess of this stated amount is held directly by Solar Senior Capital Ltd.

(3)	Floating rate instruments accrue interest at a predetermined spread relative to an index, typically the LIBOR or PRIME rate. These instruments are typically subject to a LIBOR or PRIME rate floor.

(4)

Indicates assets that the Company believes may not represent “qualifying assets” under Section 55(a) of the Investment Company Act of 1940 (“1940 Act”), as amended. If we fail to invest a sufficient portion of our assets in qualifying assets, we could be prevented from making follow-on investments in existing portfolio companies or could be required to dispose of investments at inappropriate times in order to comply with the 1940 Act. As of September 30, 2016, on a fair value basis, non-qualifying assets in the portfolio represented 15.6% of the total assets of the Company.

(5)

Denotes investments in which we are deemed to exercise a controlling influence over the management or policies of a company, as defined in the 1940 Act, due to beneficially owning, either directly or through one or more controlled companies, more than 25% of the outstanding voting securities of the investment. Transactions during the nine months ended September 30, 2016 in these controlled investments are as follows:


Name of Issuer	Fair Value at December 31, 2015		Gross Additions		Gross Reductions		Realized Gain (Loss)		Dividend/Other Income		Fair Value at September 30, 2016
First Lien Loan Program LLC	$	27,593	$	1,924	$	—	$	—	$	2,370	$	29,198
Gemino Healthcare Finance, LLC		34,000		—		—		—		2,955		35,250

	$	61,593	$	1,924	$	—	$	—	$	5,325	$	64,448

(6)

Denotes investments in which we are an “Affiliated Person” but not exercising a controlling influence, as defined in the 1940 Act, due to beneficially owning, either directly or through one or more controlled companies, more than 5% but less than 25% of the outstanding voting securities of the investment. Transactions during the nine months ended September 30, 2016 in these affiliated investments are as follows:


Name of Issuer	Fair Value at December 31, 2015		Gross Additions		Gross Reductions		Realized Gain (Loss)		Interest Income		Fair Value at September 30, 2016
Engineering Solutions & Products, LLC (1st lien)	$	106	$	289	$	352	$	—	$	10	$	44
Engineering Solutions & Products, LLC (2nd lien)		2,249		—		—		—		143		1,874
Engineering Solutions & Products, LLC (equity interests)		68		—		—		—		—		68

	$	2,423	$	289	$	352	$	—	$	153	$	1,986

(7)	PSP Group, LLC, PSP Service Newco, Inc., PSP Subco, LLC, PSP Stores, LLC, and PSP Distribution, LLC are co-borrowers.

(8)	Our equity investment in Engineering Solutions & Products, LLC is held through ESP SSC Corp., a taxable consolidated subsidiary.

(9)	Investment represents the operating company after consolidation of the holding company Gemino Senior Secured Healthcare LLC.

(10)	Aggregate net unrealized depreciation for federal income tax purposes is $10,875; aggregate gross unrealized appreciation and depreciation for federal tax purposes is $3,211 and $14,086, respectively, based on a tax cost of $338,788.

†	Non-income producing security.

See notes to consolidated financial statements.

SOLAR SENIOR CAPITAL LTD.

CONSOLIDATED SCHEDULE OF INVESTMENTS (unaudited) (continued)

September 30, 2016


Industry Classification	Percentage of Total Investments (at fair value) as of September 30, 2016
Communications Equipment		13.9	%
Diversified Financial Services		12.3	%
Health Care Services		11.9	%
Asset Management		10.2	%
Insurance		8.7	%
Professional Services		8.6	%
Internet Software & Services		5.2	%
Health Care Facilities		4.1	%
Software		3.9	%
Food Products		3.5	%
Air Freight & Logistics		3.4	%
Health Care Technology		3.3	%
Real Estate Management & Development		2.3	%
Hotels, Restaurants & Leisure		1.9	%
Footwear		1.8	%
Commercial Services & Supplies		1.4	%
Automotive Retail		1.3	%
Health Care Supplies		0.9	%
Textile, Apparel & Luxury Goods		0.6	%
Aerospace & Defense		0.6	%
Specialty Retail		0.2	%
Pharmaceuticals		0.0	%

Total Investments		100.0	%

See notes to consolidated financial statements.

SOLAR SENIOR CAPITAL LTD.

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2015

(in thousands, except share/unit amounts)


Description	Industry	Spread above Index⁽³⁾		Libor Floor			Interest Rate⁽¹⁾			Acquisition Date		Maturity Date	Par Amount	Cost		Fair Value
Bank Debt/Senior Secured Loans — 128.1%
Acrisure, LLC⁽²⁾	Insurance		L+550		1.00	%		6.50	%		5/14/2015	5/19/2022	$ 4,975	$	4,929	$	4,782
Advantage Sales and Marketing, Inc	Professional Services		L+650		1.00	%		7.50	%		2/14/2013	7/25/2022	8,000		7,948		7,217
Aegis Toxicology Sciences Corporation	Health Care Services		L+850		1.00	%		9.50	%		2/20/2014	8/24/2021	4,000		3,951		3,600
ALG B.V. (Apple Leisure)⁽²⁾⁽⁴⁾	Hotels, Restaurants & Leisure		L+575		1.25	%		7.00	%		2/28/2013	2/28/2019	2,708		2,692		2,681
ALG USA Holdings, LLC (Apple Leisure)⁽²⁾	Hotels, Restaurants & Leisure		L+575		1.25	%		7.00	%		2/28/2013	2/28/2019	3,589		3,568		3,553
American Seafoods Group LLC⁽²⁾	Food Products		L+500		1.00	%		6.00	%		8/10/2015	8/19/2021	4,988		4,964		4,888
Aperture Group, LLC (Trade Monster)⁽²⁾	Capital Markets		L+625		1.00	%		7.25	%		9/2/2014	8/29/2019	3,950		3,935		3,911
Asurion, LLC	Insurance		L+750		1.00	%		8.50	%		2/27/2014	3/3/2021	3,300		3,206		2,840
Athletico Management, LLC and Accelerated Holdings, LLC⁽²⁾	Health Care Facilities		L+550		0.75	%		6.25	%		12/1/2014	12/2/2020	9,448		9,368		9,306
Blue Ribbon, LLC (Pabst)⁽²⁾	Beverages		L+450		1.00	%		5.50	%		11/5/2014	11/13/2021	1,367		1,356		1,367
Capstone Logistics Acqusition, Inc.⁽²⁾	Professional Services		L+450		1.00	%		5.50	%		10/3/2014	10/7/2021	8,394		8,322		8,331
Castle Management Borrower LLC (Highgate Hotels)⁽²⁾	Real Estate Management & Development		L+450		1.00	%		5.50	%		10/10/2014	9/18/2020	7,900		7,835		7,624
CGSC of Delaware Holdings Corp. (Cooper Gay)	Insurance		L+700		1.25	%		8.25	%		4/5/2013	10/16/2020	4,000		3,962		3,600
Confie Seguros Holding II Co.⁽²⁾	Insurance		L+450		1.25	%		5.75	%		11/9/2012	11/9/2018	10,255		10,196		10,127
ConvergeOne Holdings Corp.⁽²⁾	Communications Equipment		L+500		1.00	%		6.00	%		6/16/2014	6/17/2020	6,895		6,841		6,809
CT Technologies Intermediate Holdings⁽²⁾	Health Care Technology		L+425		1.00	%		5.25	%		12/1/2014	12/1/2021	7,438		7,383		7,205
Engineering Solutions & Products, LLC⁽⁶⁾	Aerospace & Defense		L+600		2.00	%		8.00	%		11/5/2013	5/4/2018	106		106		106
Engineering Solutions & Products, LLC⁽⁶⁾	Aerospace & Defense		L+600		2.00	%		8.00	%		11/5/2013	11/5/2018	2,343		2,343		2,249
Epic Health Services, Inc.⁽²⁾	Health Care Services		L+475		1.00	%		5.75	%		2/20/2015	2/17/2021	4,818		4,783		4,721
Filtration Group Corp.	Industrial Conglomerates		L+725		1.00	%		8.25	%		11/15/2013	11/21/2021	524		519		511
Global Tel*Link Corporation	Communications Equipment		L+375		1.25	%		5.00	%		11/6/2015	5/23/2020	1,089		850		801
Global Tel*Link Corporation	Communications Equipment		L+775		1.25	%		9.00	%		5/21/2013	11/23/2020	3,000		2,956		2,115
HC Group Holdings III, Inc. (Walgreens)⁽²⁾	Health Care Services		L+500		1.00	%		6.00	%		3/25/2015	4/7/2022	4,988		4,964		4,969
Hostway Corporation⁽²⁾	Internet Software & Services		L+475		1.25	%		6.00	%		6/27/2014	12/13/2019	9,276		9,244		8,720
Innovative Xcessories & Services, LLC⁽²⁾	Automotive Retail		L+425		1.00	%		5.25	%		8/21/2014	2/21/2020	4,625		4,589		4,556
Kellermeyer Bergensons Services, LLC (KBS)⁽²⁾	Commercial Services & Supplies		L+500		1.00	%		6.00	%		10/31/2014	10/29/2021	4,950		4,907		4,727
Landslide Holdings, Inc	Software		L+725		1.00	%		8.25	%		2/25/2014	2/25/2021	3,310		3,306		3,111
LegalZoom.com, Inc.⁽²⁾	Internet Software & Services		L+700		1.00	%		8.00	%		5/13/2015	5/13/2020	9,925		9,725		9,677
Material Handling Services, LLC (TFS)⁽²⁾	Air Freight & Logistics		L+475		1.00	%		5.75	%		3/3/2014	3/26/2020	11,416		11,329		11,244
Metamorph US 3, LLC (Metalogix)⁽²⁾	Software		L+550		1.00	%		6.50	%		12/1/2014	12/1/2020	9,750		9,543		8,970
MYI Acquiror Corp. (McLarens Young)⁽²⁾	Insurance		L+450		1.25	%		5.75	%		5/21/2014	5/28/2019	3,456		3,432		3,387
MYI Acquiror Ltd. (McLarens Young)⁽²⁾⁽⁴⁾	Insurance		L+450		1.25	%		5.75	%		5/21/2014	5/28/2019	4,338		4,307		4,251
Pearl Merger Sub LLC (PetVet)⁽²⁾	Health Care Facilities		L+450		1.00	%		5.50	%		1/29/2015	12/17/2020	4,455		4,378		4,366
PSP Group, LLC (Pet Supplies Plus)⁽²⁾⁽⁷⁾	Specialty Retail		L+475		1.00	%		5.75	%		4/2/2015	4/6/2021	496		492		486
QBS Holding Company, Inc. (Quorum)⁽²⁾	Software		L+475		1.00	%		5.75	%		8/1/2014	8/7/2021	6,435		6,381		6,242
RCPSI Corporation (Pet Supermarket)⁽²⁾	Specialty Retail		L+575		1.00	%		6.75	%		4/22/2015	4/16/2021	9,453		9,367		9,263
Richelieu Foods, Inc.⁽²⁾	Food Products		L+475		1.00	%		5.75	%		11/21/2014	5/21/2020	6,720		6,637		6,552
Salient Partners, L.P.⁽²⁾	Asset Management		L+650		1.00	%		7.50	%		6/10/2015	6/9/2021	4,433		4,350		4,277
Securus Technologies, Inc	Communications Equipment		L+775		1.25	%		9.00	%		4/17/2013	4/30/2021	10,000		9,934		5,660
SHO Holding I Corporation (Shoes for Crews)⁽²⁾	Footwear		L+500		1.00	%		6.00	%		11/20/2015	10/27/2022	6,000		5,941		5,940
Skinnypop Popcorn, LLC⁽²⁾	Food Products		L+450		1.00	%		5.50	%		7/17/2014	7/17/2019	4,752		4,717		4,705
Stratose Intermediate Holdings II, LLC⁽²⁾	Health Care Services		L+450		1.00	%		5.50	%		6/2/2015	6/30/2021	6,965		6,900		6,965
The Edelman Financial Center, LLC⁽²⁾	Diversified Financial Services		L+550		1.00	%		6.50	%		12/16/2015	12/18/2022	5,000		4,900		4,900
Trident USA Health Services⁽²⁾	Health Care Services		L+525		1.25	%		6.50	%		7/29/2013	7/31/2019	8,893		8,839		8,537
TwentyEighty, Inc. (fka Miller Heiman)⁽²⁾	Professional Services		L+575		1.00	%		6.75	%		9/30/2013	9/30/2019	7,131		7,081		6,454
Varsity Brands Holdings Co., Inc.⁽²⁾	Diversified Consumer Services		L+400		1.00	%		5.00	%		12/10/2014	12/11/2021	4,941		4,902		4,904

Total Bank Debt/Senior Secured Loans														$	252,178	$	241,207

Unsecured Notes — 1.9%
Apollo Investment Corporation⁽⁴⁾	Diversified Financial Services		—		—			5.75	%		11/10/2011	1/15/2016	$3,650	$	3,644	$	3,650

Common Equity/Equity Interests — 32.8%													Shares/Units
Engineering Solutions & Products, LLC⁽⁶⁾⁽⁸⁾^†	Aerospace & Defense										11/5/2013		133,668	$	1,367	$	68
First Lien Loan Program LLC⁽⁴⁾⁽⁵⁾	Asset Management										2/13/2015		—		29,584		27,593
Gemino Healthcare Finance, LLC^(4)(5)(9)	Diversified Financial Services										9/30/2013		32,839		32,839		34,000

Total Common Equity/Equity Interests														$	63,790	$	61,661

Total Investments⁽¹⁰⁾ — 162.8%														$	319,612	$	306,518
Cash Equivalents — 26.5%													Par Amount
U.S. Treasury Bill	Government										12/28/2015	1/21/2016	50,000	$	49,997	$	49,997

Total Investments & Cash Equivalents — 189.3%														$	369,609	$	356,515
Liabilities in Excess of Other Assets — (89.3%)																	(168,211	)

Net Assets — 100.0%																$	188,304

See notes to consolidated financial statements.

SOLAR SENIOR CAPITAL LTD.

CONSOLIDATED SCHEDULE OF INVESTMENTS (continued)

December 31, 2015

(in thousands)

(1)

(2)

Indicates an investment that is wholly held by Solar Senior Capital Ltd. through its wholly-owned financing subsidiary SUNS SPV LLC. Such investments are pledged as collateral under the Senior Secured Revolving Credit Facility (see Note 7 to the consolidated financial statements) and are not generally available to creditors, if any, of Solar Senior Capital Ltd.

(3)	Floating rate instruments accrue interest at a predetermined spread relative to an index, typically the LIBOR or PRIME rate. These instruments are typically subject to a LIBOR or PRIME rate floor.

(4)

Indicates assets that the Company believes may not represent “qualifying assets” under Section 55(a) of the Investment Company Act of 1940 (“1940 Act”), as amended. If we fail to invest a sufficient portion of our assets in qualifying assets, we could be prevented from making follow-on investments in existing portfolio companies or could be required to dispose of investments at inappropriate times in order to comply with the 1940 Act. As of December 31, 2015, on a fair value basis, non-qualifying assets in the portfolio represented 19.9% of the total assets of the Company.

(5)

Denotes investments in which we are deemed to exercise a controlling influence over the management or policies of a company, as defined in the 1940 Act, due to beneficially owning, either directly or through one or more controlled companies, more than 25% of the outstanding voting securities of the investment. Transactions during the year ended December 31, 2015 in these controlled investments are as follows:


Name of Issuer	Fair Value at December 31, 2014		Gross Additions		Gross Reductions		Realized Gain (Loss)		Dividend/Other Income		Fair Value at December 31, 2015
First Lien Loan Program LLC	$	—	$	29,584	$	—	$	—	$	1,794	$	27,593
Gemino Healthcare Finance, LLC		34,421		—		—		—		3,510		34,000

	$	34,421	$	29,584	$	—	$	—	$	5,304	$	61,593

(6)

Denotes investments in which we are an “Affiliated Person” but not exercising a controlling influence, as defined in the 1940 Act, due to beneficially owning, either directly or through one or more controlled companies, more than 5% but less than 25% of the outstanding voting securities of the investment. Transactions during the year ended December 31, 2015 in these affiliated investments are as follows:


Name of Issuer	Fair Value at December 31, 2014		Gross Additions		Gross Reductions		Realized Gain (Loss)		Interest Income		Fair Value at December 31, 2015
Engineering Solutions & Products, LLC (1st lien)	$	324	$	—	$	218	$	—	$	24	$	106
Engineering Solutions & Products, LLC (2nd lien)		2,343		—		—		—		190		2,249
Engineering Solutions & Products, LLC (equity interests)		956		—		—		—		—		68

	$	3,623	$	—	$	218	$	—	$	214	$	2,423

(7)	PSP Group, LLC, PSP Service Newco, Inc., PSP Subco, LLC, PSP Stores, LLC, and PSP Distribution, LLC are co-borrowers.

(8)	Our equity investment in Engineering Solutions & Products, LLC is held through ESP SSC Corp., a taxable subsidiary.

(9)	Investment represents the operating company after consolidation of the holding company Gemino Senior Secured Healthcare LLC.

(10)	Aggregate net unrealized depreciation for federal income tax purposes is $15,316; aggregate gross unrealized appreciation and depreciation for federal tax purposes is $1,172 and $16,488, respectively, based on a tax cost of $321,834.

†	Non-income producing security.

See notes to consolidated financial statements.

SOLAR SENIOR CAPITAL LTD.

CONSOLIDATED SCHEDULE OF INVESTMENTS (continued)

December 31, 2015


Industry Classification	Percentage of Total Investments (at fair value) as of December 31, 2015
Diversified Financial Services		13.9	%
Asset Management		10.4	%
Insurance		9.5	%
Health Care Services		9.3	%
Professional Services		7.2	%
Internet Software & Services		6.0	%
Software		6.0	%
Food Products		5.3	%
Communications Equipment		5.0	%
Health Care Facilities		4.5	%
Air Freight & Logistics		3.7	%
Specialty Retail		3.2	%
Real Estate Management & Development		2.5	%
Health Care Technology		2.3	%
Hotels, Restaurants & Leisure		2.0	%
Footwear		1.9	%
Diversified Consumer Services		1.6	%
Commercial Services & Supplies		1.5	%
Automotive Retail		1.5	%
Capital Markets		1.3	%
Aerospace & Defense		0.8	%
Beverages		0.4	%
Industrial Conglomerates		0.2	%

Total Investments		100.0	%

See notes to consolidated financial statements.

SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

September 30, 2016

(in thousands, except share amounts)

Note 1. Organization

Solar Senior Capital Ltd. (“Solar Senior”, the “Company”, “SUNS”, “we”, “us”, or “our”), a Maryland corporation formed on December 16, 2010, is a closed-end, externally managed, non-diversified management investment company that has elected to be treated as a business development company (“BDC”) under the Investment Company Act of 1940 (the “1940 Act”). Furthermore, as the Company is an investment company, it continues to apply the guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946. In addition, for tax purposes, we have elected to be treated as a regulated investment company (“RIC”), under the Internal Revenue Code of 1986, as amended (“the Code”).

On January 28, 2011, Solar Senior was capitalized with initial equity of $2 and commenced operations. On February 24, 2011, Solar Senior priced its initial public offering, selling 9.0 million shares, including the underwriters’ over-allotment, at a price of $20.00 per share. Concurrent with this offering, our senior management team purchased an additional 500,000 shares through a private placement, also at $20.00 per share.

The Company’s investment objective is to seek to maximize current income consistent with the preservation of capital. We seek to achieve our investment objective by directly or indirectly investing primarily in senior secured loans, including first lien and second lien debt instruments, made primarily to leveraged private middle-market companies whose debt is rated below investment grade, which the Company refers to collectively as “senior loans.” From time to time, we may also invest in public companies that are thinly traded. Under normal market conditions, at least 80% of the value of the Company’s net assets (including the amount of any borrowings for investment purposes) will be invested in senior loans.

Note 2. Significant Accounting Policies

The accompanying consolidated financial statements have been prepared on the accrual basis of accounting in conformity with U.S. generally accepted accounting principles (“GAAP”), and include the accounts of the Company and its wholly-owned subsidiaries. The consolidated financial statements reflect all adjustments and reclassifications which, in the opinion of management, are necessary for the fair presentation of the results of the operations and financial condition for the periods presented. All significant intercompany balances and transactions have been eliminated. Certain prior period amounts may have been reclassified to conform to current period presentation.

Interim consolidated financial statements are prepared in accordance with GAAP for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation S-X, as appropriate. Accordingly, they may not include all of the information and notes required by GAAP for annual consolidated financial statements. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reported periods. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ materially. The current period’s results of operations will not necessarily be indicative of results that ultimately may be achieved for the fiscal year ending on December 31, 2016.

In the opinion of management, all adjustments which are of a normal recurring nature considered necessary for the fair presentation of financial statements, have been included.

The significant accounting policies consistently followed by the Company are:

(a)

Investment transactions are accounted for on the trade date;

SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

September 30, 2016

(in thousands, except share amounts)

(b)

The Company conducts the valuation of its assets in accordance with GAAP and the 1940 Act. The Company generally values its assets on a quarterly basis, or more frequently if required. Investments for which market quotations are readily available on an exchange are valued at the closing price on the date of valuation. The Company may also obtain quotes with respect to certain of its investments from pricing services or brokers or dealers in order to value assets. When doing so, management determines whether the quote obtained is sufficient according to GAAP to determine the fair value of the investment. If determined adequate, the Company uses the quote obtained. Debt investments with maturities of 60 days or less shall each be valued at cost plus accreted discount, or minus amortized premium, which is expected to approximate fair value, unless such valuation, in the judgment of Solar Capital Partners, LLC (the “Investment Adviser”), does not represent fair value, in which case such investments shall be valued at fair value as determined in good faith by or under the direction of the Company’s board of directors (the “Board”).

Investments for which reliable market quotations are not readily available or for which the pricing sources do not provide a valuation or methodology or provide a valuation or methodology that, in the judgment of the Investment Adviser or the Board does not represent fair value, shall be valued as follows: (i) each portfolio company or investment is initially valued by the investment professionals responsible for the portfolio investment; (ii) preliminary valuations are discussed with senior management of the Investment Adviser; (iii) independent valuation firms engaged by, or on behalf of, the Board will conduct independent appraisals and review the Investment Adviser’s preliminary valuations and make their own independent assessment for (a) each portfolio investment that, when taken together with all other investments in the same portfolio company, exceeds 10% of estimated total assets, plus available borrowings, as of the end of the most recently completed fiscal quarter, and (b) each portfolio investment that is presently in payment default; (iv) the Board will discuss the valuations and determine the fair value of each investment in our portfolio in good faith based on the input of the Investment Adviser and, where appropriate, the respective independent valuation firm.

The recommendation of fair value generally considers the following factors among others, as relevant: applicable market yields; the nature and realizable value of any collateral; the portfolio company’s ability to make payments; the portfolio company’s earnings and discounted cash flow; the markets in which the issuer does business; and comparisons to publicly traded securities, among others.

When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, the Company will consider the pricing indicated by the external event to corroborate the valuation. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the investments may differ significantly from the values that would have been used had a readily available market value existed for such investments, and the differences could be material.

Investments are valued utilizing a market approach, an income approach, or both approaches, as appropriate. However, in accordance with ASC 820-10, certain investments that qualify as investment companies in accordance with ASC 946, may be valued using net asset value as a practical expedient for fair value. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. In following these approaches, the types of factors that we may take into account in fair value pricing our investments include, as relevant: available current market data, including relevant and applicable market trading and transaction comparables,

SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

September 30, 2016

(in thousands, except share amounts)

applicable market yields and multiples, security covenants, call protection provisions, the nature and realizable value of any collateral, the portfolio company’s ability to make payments, its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are public, M&A comparables, and enterprise values, among other factors. When available, broker quotations and/or quotations provided by pricing services are considered as an input in the valuation process. Escrow receivables, if any, included in the receivables for investments sold in the Consolidated Statements of Assets and Liabilities are reviewed quarterly and the value of the receivable is adjusted as necessary. For the nine months ended September 30, 2016, there has been no change to the Company’s valuation techniques and the nature of the related inputs considered in the valuation process.

ASC Topic 820 classifies the inputs used to measure these fair values into the following hierarchy:

Level 1: Quoted prices in active markets for identical assets or liabilities, accessible by the Company at the measurement date.

Level 2: Quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active, or other observable inputs other than quoted prices.

Level 3: Unobservable inputs for the asset or liability.

In all cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each investment. The exercise of judgment is based in part on our knowledge of the asset class and our prior experience.

(c)

Gains or losses on investments are calculated by using the specific identification method.

(d)

The Company records dividend income and interest, adjusted for amortization of premium and accretion of discount, on an accrual basis. Loan origination fees, original issue discount, and market discounts are capitalized and we amortize such amounts into income using the effective interest method or on a straight-line basis, as applicable. Upon the prepayment of a loan, any unamortized loan origination fees are recorded as interest income. We record call premiums on loans repaid as interest income when we receive such amounts. Capital structuring fees, amendment fees, consent fees, and any other non-recurring fee income as well as management fee and other fee income for services rendered, if any, are recorded as other income when earned.

(e)

The Company intends to comply with the applicable provisions of the Internal Revenue Code pertaining to regulated investment companies to make distributions of taxable income sufficient to relieve it of substantially all U.S. federal income taxes. The Company, at its discretion, may carry forward taxable income in excess of calendar year distributions and pay a 4% excise tax on this income. The Company will accrue excise tax on such estimated excess taxable income as appropriate.

(f)

Book and tax basis differences relating to stockholder distributions and other permanent book and tax differences are typically reclassified among the Company’s capital accounts annually. In addition, the character of income and gains to be distributed is determined in accordance with income tax regulations that may differ from GAAP.

(g)

Distributions to common stockholders are recorded as of the record date. The amount to be paid out as a distribution is determined by the Board. Net realized capital gains, if any, are generally distributed or deemed distributed at least annually.

SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

September 30, 2016

(in thousands, except share amounts)

(h)

In accordance with Regulation S-X and ASC Topic 810—Consolidation, the Company consolidates its interest in investment company subsidiaries, financing subsidiaries and certain wholly-owned holding companies that serve to facilitate investment in portfolio companies. In addition, the Company may also consolidate any controlled operating companies substantially all of whose business consists of providing services to the Company.

(i)

The accounting records of the Company are maintained in U.S. dollars. Any assets and liabilities denominated in foreign currencies are translated into U.S. dollars based on the rate of exchange of such currencies against the U.S. dollar on the date of valuation. The Company will not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations would be included with the net unrealized gain or loss from investments. The Company’s investments in foreign securities, if any, may involve certain risks, including without limitation: foreign exchange restrictions, expropriation, taxation or other political, social or economic risks, all of which could affect the market and/or credit risk of the investment. In addition, changes in the relationship of foreign currencies to the U.S. dollar can significantly affect the value of these investments in terms of U.S. dollars and therefore the earnings of the Company.

(j)

The Company has made an irrevocable election to apply the fair value option of accounting to its senior secured revolving credit facility (the “Credit Facility”), in accordance with ASC 825-10. The Company uses an independent third-party valuation firm to assist in measuring its fair value.

(k)

In accordance with ASC 835-30, the Company records origination and other expenses related to certain debt issuances, if any, as a direct deduction from the carrying amount of the debt liability. These expenses are deferred and amortized using either the effective interest method or the straight-line method over the stated life. The straight-line method may be used on revolving facilities and when it approximates the effective yield method.

(l)

The Company records expenses related to shelf registration statements and applicable equity offering costs as prepaid assets. These expenses are typically charged as a reduction of capital upon utilization, in accordance with ASC 946-20-25. Certain subsequent costs are expensed per the AICPA Audit & Accounting Guide for Investment Companies.

(m)

Investments that are expected to pay regularly scheduled interest in cash are generally placed on non-accrual status when principal or interest cash payments are past due 30 days or more and/or when it is no longer probable that principal or interest cash payments will be collected. Such non-accrual investments are restored to accrual status if past due principal and interest are paid in cash, and in management’s judgment, are likely to continue timely payment of their remaining principal and interest obligations. Cash interest payments received on such investments may be recognized as income or applied to principal depending on management’s judgment.

(n)

The Company defines cash equivalents as securities that are readily convertible into known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Generally, only securities with a maturity of three months or less would qualify, with limited exceptions. The Company believes that certain U.S. Treasury bills, repurchase agreements and other high-quality, short-term debt securities would qualify as cash equivalents.

Recent Accounting Pronouncements

In February 2015, the FASB issued Accounting Standards Update (“ASU”) 2015-02, Consolidation (Topic 810)—Amendments to the Consolidation Analysis. The update changes the analysis that a

SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

September 30, 2016

(in thousands, except share amounts)

reporting entity must perform to determine whether it should consolidate certain types of legal entities. Public companies are required to apply ASU 2015-02 for interim and annual reporting periods beginning after December 15, 2015. Accordingly, the Company has evaluated the impact of ASU 2015-02 on its consolidated financial statements and determined that the adoption of ASU 2015-02 has not had a material impact on our consolidated financial statements.

In April 2015, the FASB issued ASU 2015-03, Interest—Imputation of Interest (Subtopic 835-30)—Simplifying the Presentation of Debt Issuance Costs. The update requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. Public companies are required to apply ASU 2015-03 retrospectively for interim and annual reporting periods beginning after December 15, 2015. Accordingly, the Company has evaluated the impact of ASU 2015-03 on its consolidated financial statements and determined that the adoption of ASU 2015-03 has not had a material impact on our consolidated financial statements.

In May 2015, the FASB issued ASU 2015-07, Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent). The update eliminates the requirement to categorize investments in the fair value hierarchy if their fair value is measured at net asset value (NAV) per share (or its equivalent) using the practical expedient in the FASB’s fair value measurement guidance. Public companies are required to apply ASU 2015-07 retrospectively for interim and annual reporting periods beginning after December 15, 2015. Accordingly, the Company has evaluated the impact of ASU 2015-07 on its consolidated financial statements and determined that the adoption of ASU 2015-07 has not had a material impact on our consolidated financial statements.

Note 3. Agreements

Solar Senior has an Advisory Agreement with the Investment Adviser, under which the Investment Adviser manages the day-to-day operations of, and provides investment advisory services to, Solar Senior. For providing these services, the Investment Adviser receives a fee from Solar Senior, consisting of two components—a base management fee and an incentive fee. The base management fee is calculated at an annual rate of 1.00% of gross assets. For services rendered under the Advisory Agreement, the base management fee is payable quarterly in arrears. The base management fee is calculated based on the average value of our gross assets at the end of the two most recently completed calendar quarters. Base management fees for any partial month or quarter will be appropriately pro-rated. For purposes of computing the base management fee, gross assets exclude temporary assets acquired at the end of each fiscal quarter for purposes of preserving investment flexibility in the next fiscal quarter. Temporary assets include, but are not limited to, U.S. treasury bills, other short-term U.S. government or government agency securities, repurchase agreements or cash borrowings.

The incentive fee has two parts, as follows: one is calculated and payable quarterly in arrears based on our pre-incentive fee net investment income for the immediately preceding calendar quarter. For this purpose, pre-incentive fee net investment income means interest income, dividend income and any other income (other than fees for providing managerial assistance) accrued during the calendar quarter, minus our operating expenses for the quarter (excluding the incentive fee). Pre-incentive fee net investment income includes, in the case of investments, if any, with a deferred interest feature (such as original issue discount, debt instruments with pay-in-kind interest and zero-coupon securities), accrued income that we have not yet received in cash. Pre-incentive fee net investment income does not include any realized capital gains or losses or unrealized capital appreciation or depreciation. Pre-incentive fee net investment income, expressed as a rate of return on the value of our net assets at the end of the immediately preceding calendar quarter, is compared to a hurdle of 1.75% per quarter (7.00%

SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

September 30, 2016

(in thousands, except share amounts)

annualized). The Company pays the Investment Adviser an incentive fee with respect to pre-incentive fee net investment income for each calendar quarter as follows:

•

no incentive fee in any calendar quarter in which our pre-incentive fee net investment income does not exceed the hurdle of 1.75%;

•

50% of pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the hurdle but is less than 2.9167% in any calendar quarter (11.67% annualized);

and

•

20% of the amount of pre-incentive fee net investment income, if any, that exceeds 2.9167% in any calendar quarter (11.67% annualized) will be payable to the Investment Adviser.

The second part of the incentive fee is determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Advisory Agreement, as of the termination date) and will equal 20% of the Company’s cumulative realized capital gains less cumulative realized capital losses, unrealized capital depreciation (unrealized depreciation on a gross investment-by-investment basis at the end of each calendar year) and all net capital gains upon which prior performance-based capital gains incentive fee payments were previously made to the Investment Adviser. For financial statement purposes, the second part of the incentive fee is accrued based upon 20% of cumulative net realized gains and net unrealized capital appreciation. No accrual was required for the three and nine months ended September 30, 2016 and 2015.

For the three and nine months ended September 30, 2016, the Company recognized $852 and $2,483, respectively, in base management fees and $636 and $1,486, respectively, in performance-based incentive fees. For the three and nine months ended September 30, 2016, $518 and $1,131, respectively, of such performance-based incentive fees were waived. For the three and nine months ended September 30, 2015, the Company recognized $882 and $2,627, respectively, in base management fees and $115 and $272, respectively, in performance-based incentive fees. For the three and nine months ended September 30, 2015, $115 and $272, respectively, of such performance-based incentive fees were waived. The voluntary fee waiver for the three and nine months ended September 30, 2016 was made at the Investment Adviser’s discretion and is subject to recapture by the Investment Adviser and reimbursement by the Company should net investment income during and/or for fiscal 2016 equal or exceed distributions declared in fiscal 2016. The voluntary fee waiver for the three and nine months ended September 30, 2015 was made at the Investment Adviser’s discretion and was not subject to recapture by the Investment Adviser or reimbursement by the Company.

Solar Senior has also entered into an Administration Agreement with Solar Capital Management, LLC (the “Administrator”) under which the Administrator provides administrative services for Solar Senior. For providing these services, facilities and personnel, Solar Senior reimburses the Administrator for Solar Senior’s allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the Administration Agreement, including rent. The Administrator will also provide, on Solar Senior’s behalf, managerial assistance to those portfolio companies to which Solar Senior is required to provide such assistance.

For the three and nine months ended September 30, 2016, the Company recognized expenses under the Administration Agreement of $301 and $895, respectively. For the three and nine months ended September 30, 2015, the Company recognized expenses under the Administration Agreement of $309 and $845, respectively. No managerial assistance fees were accrued or collected for the three and nine months ended September 30, 2016 and 2015.

SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

September 30, 2016

(in thousands, except share amounts)

Note 4. Net Asset Value Per Share

At September 30, 2016, the Company’s total net assets and net asset value per share were $268,866 and $16.78, respectively. This compares to total net assets and net asset value per share at December 31, 2015 of $188,304 and $16.33, respectively.

Note 5. Earnings Per Share

The following table sets forth the computation of basic and diluted net increase in net assets per share resulting from operations, pursuant to ASC 260-10, for the three and nine months ended September 30, 2016 and 2015:


	Three months ended September 30,					Nine months ended September 30,
	2016		2015			2016		2015
Earnings (Loss) per share (basic & diluted)
Numerator — net increase (decrease) in net assets resulting from operations:	$	5,169	$	(1,495	)	$	18,257	$	5,487
Denominator — weighted average shares:		12,359,049		11,533,315			11,810,569		11,533,315
Earnings (Loss) per share:	$	0.42	$	(0.13	)	$	1.55	$	0.48

Note 6. Fair Value

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a framework for measuring fair value that includes a hierarchy used to classify the inputs used in measuring fair value. The hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three levels. The level in the fair value hierarchy within which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement. The levels of the fair value hierarchy are as follows:

Level 1. Financial assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market that the Company has the ability to access.

Level 2. Financial assets and liabilities whose values are based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability. Level 2 inputs include the following:

Quoted prices for similar assets or liabilities in active markets;

Quoted prices for identical or similar assets or liabilities in non-active markets;

Pricing models whose inputs are observable for substantially the full term of the asset or liability; and

Pricing models whose inputs are derived principally from or corroborated by observable market data through correlation or other means for substantially the full term of the asset or liability.

Level 3. Financial assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s and, if applicable, an independent third-party valuation firm’s own assumptions about the assumptions a market participant would use in pricing the asset or liability.

SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

September 30, 2016

(in thousands, except share amounts)

When the inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement in its entirety. For example, a Level 3 fair value measurement may include inputs that are observable (Levels 1 and 2) and unobservable (Level 3).

Gains and losses for assets and liabilities categorized within the Level 3 table below may include changes in fair value that are attributable to both observable inputs (Levels 1 and 2) and unobservable inputs (Level 3).

A review of fair value hierarchy classifications is conducted on a quarterly basis. Changes in the observability of valuation inputs may result in a reclassification for certain financial assets or liabilities. Such reclassifications are reported as transfers in/out of the appropriate category as of the end of the quarter in which the reclassifications occur.

The following tables present the balances of assets and liabilities measured at fair value on a recurring basis, as of September 30, 2016 and December 31, 2015:

Fair Value Measurements

As of September 30, 2016


	Level 1		Level 2		Level 3		Measured at Net Asset Value*		Total
Assets:
Bank Debt/Senior Secured Loans	$	—	$	44,986	$	218,411	$	—	$	263,397
Common Equity/Equity Interests		—		—		35,318		29,198		64,516

Total Investments	$	—	$	44,986	$	253,729	$	29,198	$	327,913

Liabilities:
Credit Facility	$	—	$	—	$	43,000	$	—	$	43,000

In accordance with ASC 820-10, certain investments that are measured using the net asset value per share (or its equivalent) as a practical expedient for fair value have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Consolidated Statements of Assets and Liabilities.

Fair Value Measurements

As of December 31, 2015


	Level 1		Level 2		Level 3		Measured at Net Asset Value*		Total
Assets:
Bank Debt/Senior Secured Loans	$	—	$	42,371	$	198,836	$	—	$	241,207
Unsecured Notes		—		—		3,650		—		3,650
Common Equity/Equity Interests		—		—		34,068		27,593		61,661

Total Investments	$	—	$	42,371	$	236,554	$	27,593	$	306,518

Liabilities:
Credit Facility	$	—	$	—	$	116,200	$	—	$	116,200

*	In accordance with ASC 820-10, certain investments that are measured using the net asset value per share (or its equivalent) as a practical expedient for fair value have not been classified in the fair value hierarchy.

SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

September 30, 2016

(in thousands, except share amounts)

The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Consolidated Statements of Assets and Liabilities.

The following table provides a summary of the changes in fair value of Level 3 assets and liabilities for the nine months ended September 30, 2016, as well as the portion of gains or losses included in income attributable to unrealized gains or losses related to those assets and liabilities still held at September 30, 2016:

Fair Value Measurements Using Level 3 Inputs


	Bank Debt/Senior Secured Loans			Unsecured Notes			Common Equity/Equity Interests
Fair value, December 31, 2015	$	198,836		$	3,650		$	34,068
Total gains or losses included in earnings:
Net realized gain (loss)		(7	)		—			—
Net change in unrealized gain (loss)		(1,844	)		(6	)		1,250
Purchase of investment securities		59,904			—			—
Proceeds from dispositions of investment securities		(38,478	)		(3,644	)		—
Transfers in/out of Level 3		—			—			—

Fair value, September 30, 2016	$	218,411		$	—		$	35,318

Unrealized gains (losses) for the period relating to those Level 3 assets that were still held by the Company at the end of the period:
Net change in unrealized gain (loss):	$	(2,203	)	$	—		$	1,250

During the nine months ended September 30, 2016, there were no transfers in and out of Levels 1 and 2.

The following table shows a reconciliation of the beginning and ending balances for fair valued liabilities measured using significant unobservable inputs (Level 3) for the nine months ended September 30, 2016:


Beginning fair value at December 31, 2015	$	116,200
Borrowings		61,600
Repayments		(134,800	)
Transfers in/out of Level 3		—

Ending fair value at September 30, 2016	$	43,000

The Company has made an irrevocable election to apply the fair value option of accounting to the Credit Facility, in accordance with ASC 825-10. On September 30, 2016, there were borrowings of $43,000 on the Credit Facility. For the nine months ended September 30, 2016, the Credit Facility had no net change in unrealized (appreciation) depreciation. The Company used an independent third-party valuation firm to assist in measuring the fair value of the Credit Facility.

SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

September 30, 2016

(in thousands, except share amounts)

The following table provides a summary of the changes in fair value of Level 3 assets and liabilities for the year ended December 31, 2015, as well as the portion of gains or losses included in income attributable to unrealized gains or losses related to those assets and liabilities still held at December 31, 2015:

Fair Value Measurements Using Level 3 Inputs


	Bank Debt/Senior Secured Loans			Unsecured Notes			Common Equity/Equity Interests
Fair value, December 31, 2014	$	251,823		$	—		$	35,377
Total gains or losses included in earnings:
Net realized gain (loss)		39			—			—
Net change in unrealized gain (loss)		(4,272	)		—			(1,309	)
Purchase of investment securities		70,682			—			—
Proceeds from dispositions of investment securities		(114,486	)		—			—
Transfers in/out of Level 3		(4,950	)		3,650			—

Fair value, December 31, 2015	$	198,836		$	3,650		$	34,068

Unrealized gains (losses) for the period relating to those Level 3 assets that were still held by the Company at the end of the period:
Net change in unrealized gain (loss):	$	(4,400	)	$	(228	)	$	(1,309	)

During the fiscal year ended December 31, 2015, our investment in CT Technologies Intermediate Holdings was transferred from Level 3 to Level 2. The transfer was a result of changes in the quantity and quality of information used as valuation inputs by the Investment Adviser. Our investment in Apollo Investment Corporation was transferred from Level 2 to Level 3 during the fiscal year ended December 31, 2015 as the quote was deemed to be not representative of fair value given the impending maturity. There were no other transfers between levels.

The following table shows a reconciliation of the beginning and ending balances for fair valued liabilities measured using significant unobservable inputs (Level 3) for the year ended December 31, 2015:


Beginning fair value at December 31, 2014	$	143,200
Borrowings		47,700
Repayments		(74,700	)
Transfers in/out of Level 3		—

Ending fair value at December 31, 2015	$	116,200

The Company has made an irrevocable election to apply the fair value option of accounting to the Credit Facility, in accordance with ASC 825-10. On December 31, 2015, there were borrowings of $116,200 on the Credit Facility. For the year ended December 31, 2015, the Credit Facility had no net change in unrealized (appreciation) depreciation. The Company used an independent third-party valuation firm to assist in measuring the fair value of the Credit Facility.

SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

September 30, 2016

(in thousands, except share amounts)

Quantitative Information about Level 3 Fair Value Measurements

The Company typically determines the fair value of its performing debt investments utilizing a yield analysis. In a yield analysis, a price is ascribed for each investment based upon an assessment of current and expected market yields for similar investments and risk profiles. Additional consideration is given to current contractual interest rates, relative maturities and other key terms and risks associated with an investment. Among other factors, a significant determinant of risk is the amount of leverage used by the portfolio company relative to the total enterprise value of the company, and the rights and remedies of our investment within each portfolio company.

Significant unobservable quantitative inputs typically used in the fair value measurement of the Company’s Level 3 assets and liabilities primarily reflect current market yields, including indices, and readily available quotes from brokers, dealers, and pricing services as indicated by comparable assets and liabilities, as well as enterprise values, returns on equity and earnings before income taxes, depreciation and amortization (“EBITDA”) multiples of similar companies, and comparable market transactions for equity securities.

Quantitative information about the Company’s Level 3 asset and liability fair value measurements as of September 30, 2016 is summarized in the table below:

Asset or
Liability

Fair Value at
September 30, 2016

Principal Valuation
Technique/Methodology

Unobservable Input

Range (Weighted
Average)

Bank Debt / Senior Secured Loans

Asset

218,411

Yield Analysis

Market Yield

5.3% – 19.9% (8.1%)

Common Equity/Equity Interests

Asset

35,250

Enterprise Value

EBITDA Multiple

Return on Equity

7.7x - 22.8x (22.8x)

6.5% – 14.1% (14.1%)

Credit Facility

Liability

43,000

Yield Analysis

Market Yield

L+1.8% – L+4.8%

(L+2.0%)

Significant increases or decreases in any of the above unobservable inputs in isolation, including unobservable inputs used in deriving bid-ask spreads, if applicable, would result in a significantly lower or higher fair value measurement for such assets and liabilities.

Quantitative information about the Company’s Level 3 asset and liability fair value measurements as of December 31, 2015 is summarized in the table below:

Asset or
Liability

Fair Value at
December 31, 2015

Principal Valuation
Technique/Methodology

Unobservable Input

Range (Weighted
Average)

Bank Debt / Senior Secured Loans / Unsecured Notes

Asset

202,486

Yield Analysis

Market Yield

5.6% – 12.0% (7.2%)

Common Equity/Equity Interests

Asset

34,000

Enterprise Value

EBITDA Multiple

Return on Equity

9.1x - 16.9x (16.9x)

7.0% - 13.3% (13.3%)

Credit Facility

Liability

116,200

Yield Analysis

Market Yield

L+0.5% – L+4.8%

(L+2.0%)

SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

September 30, 2016

(in thousands, except share amounts)

Note 7. Debt

Senior Secured Revolving Credit Facility—On August 26, 2011, the Company established SUNS SPV, LLC (“SUNS SPV”) which entered into the $200,000 Credit Facility with Citigroup Global Markets Inc. acting as administrative agent. The Credit Facility was scheduled to mature on August 26, 2016 and generally bore interest at a rate of LIBOR plus 2.25%. The Credit Facility can also be expanded up to $600,000 and is secured by all of the assets held by the SUNS SPV. Under the terms of the Credit Facility, Solar Senior and the SUNS SPV, as applicable, have made certain customary representations and warranties, and are required to comply with various covenants, including leverage restrictions, reporting requirements and other customary requirements for similar credit facilities. The Credit Facility also includes usual and customary events of default for credit facilities of this nature. On November 7, 2012, the Company amended the Credit Facility. As a result of the amendment, the stated interest rate on the Credit Facility was reduced to LIBOR plus 2.00% from LIBOR plus 2.25%, and the Credit Facility continues to have no LIBOR floor requirement. The amendment also provided us greater investment flexibility and extended the final maturity date to November 6, 2017. On February 26, 2014, the Company utilized the Credit Facility’s delayed draw feature, expanding immediately available capital from $150,000 to $200,000, subject to borrowing base limitations. On June 30, 2014, the Company again amended the Credit Facility. As a result of this amendment, commitments under the Credit Facility were reduced by $25,000 to $175,000 and may be expanded up to $600,000 under its accordion feature. This amendment to the Credit Facility also added greater investment flexibility and extended the final maturity date to June 28, 2019. The stated interest rate remains LIBOR plus 2.00% with no LIBOR floor requirement. On May 29, 2015, the Company entered into another amendment to the Credit Facility. This amendment added greater investment flexibility and extended the final maturity date to June 30, 2020.

The Company has made an irrevocable election to apply the fair value option of accounting to the Credit Facility, in accordance with ASC 825-10. We believe accounting for the Credit Facility at fair value better aligns the measurement methodologies of assets and liabilities, which may mitigate certain earnings volatility. ASC 825-10 requires entities to display the fair value of the selected assets and liabilities on the face of the Consolidated Statements of Assets and Liabilities and changes in fair value of the Credit Facility are reported in the Consolidated Statements of Operations.

The average annualized interest cost for all borrowings for the nine months ended September 30, 2016 and the year ended December 31, 2015 was 2.56% and 2.25%, respectively. These costs are exclusive of other credit facility expenses such as unused fees and fees paid to the back-up servicer, if any. During the nine months ended September 30, 2016 and the year ended December 31, 2015, the Company expensed $0 and $829 in conjunction with amendments to the Credit Facility. The maximum amount borrowed on the Credit Facility during the nine months ended September 30, 2016 and the year ended December 31, 2015, was $141,600 and $148,600, respectively.

SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

September 30, 2016

(in thousands, except share amounts)

Note 8. Financial Highlights and Senior Securities Table

The following is a schedule of financial highlights for the nine months ended September 30, 2016 and for the year ended December 31, 2015:


	Nine months ended September 30, 2016 (unaudited)			Year ended December 31, 2015
Per Share Data: (a)
Net asset value, beginning of year	$	16.33		$	17.65

Net investment income		1.07			1.33
Net realized and unrealized gain (loss)		0.47			(1.24	)

Net increase in net assets resulting from operations		1.54			0.09
Distributions to stockholders:
From net investment income		(1.07	)		(1.41	)
Offering costs		(0.02	)		—

Net asset value, end of period	$	16.78		$	16.33

Per share market value, end of period	$	16.21		$	14.90
Total Return(b)		16.47	%		8.90	%
Net assets, end of period	$	268,866		$	188,304
Shares outstanding, end of period		16,025,011			11,533,315

Ratios to average net assets(c):
Net investment income		6.61	%		7.63	%

Operating expenses		2.47	%*		2.92	%*
Interest and other credit facility expenses		1.37	%		2.08	%

Total expenses		3.84	%*		5.00	%*

Average debt outstanding	$	123,429		$	136,900
Portfolio turnover ratio		18.8	%		34.0	%

(a)	Calculated using the average shares outstanding method.

(b)	Total return is based on the change in market price per share during the period and takes into account distributions, if any, reinvested in accordance with the dividend reinvestment plan. Total return does not include a sales load.

(c)	Not annualized for periods less than one year.

The ratio of operating expenses to average net assets and the ratio of total expenses to average net assets is shown net of a voluntary incentive fee waiver (see note 3). For the nine months ended September 30, 2016, the ratios of operating expenses to average net assets and total expenses to average net assets would be 3.06% and 4.43%, respectively, without the voluntary incentive fee waiver. For the year ended December 31, 2015, the ratios of operating expenses to average net assets and total expenses to average net assets would be 3.29% and 5.37%, respectively, without the voluntary incentive fee waiver.

SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

September 30, 2016

(in thousands, except share amounts)

Information about our senior securities is shown in the following table as of each year ended December 31 since the Company commenced operations, unless otherwise noted. The “—” indicates information which the SEC expressly does not require to be disclosed for certain types of senior securities.


Class and Year	Total Amount Outstanding⁽¹⁾		Asset Coverage Per Unit⁽²⁾		Involuntary Liquidating Preference Per Unit⁽³⁾		Average Market Value Per Unit⁽⁴⁾
Revolving Credit Facility
Fiscal 2016 (through September 30, 2016)	$	43,000	$	7,253	$	—		N/A
Fiscal 2015		116,200		2,621		—		N/A
Fiscal 2014		143,200		2,421		—		N/A
Fiscal 2013		61,400		4,388		—		N/A
Fiscal 2012		39,100		5,453		—		N/A
Fiscal 2011		8,600		21,051		—		N/A

(1)	Total amount of each class of senior securities outstanding at the end of the period presented.

(2)

The asset coverage ratio for a class of senior securities representing indebtedness is calculated as our consolidated total assets, less all liabilities and indebtedness not represented by senior securities, divided by senior securities representing indebtedness. This asset coverage ratio is multiplied by one thousand to determine the Asset Coverage Per Unit. In order to determine the specific Asset Coverage Per Unit for each class of debt, the total Asset Coverage Per Unit was divided based on the amount outstanding at the end of the period for each. As of September 30, 2016, asset coverage was 725.3%.

(3)	The amount to which such class of senior security would be entitled upon the involuntary liquidation of the issuer in preference to any security junior to it.

(4)	Not applicable, we do not have senior securities that are registered for public trading.

Note 9. Gemino Healthcare Finance, LLC

We acquired Gemino Healthcare Finance, LLC (d/b/a Gemino Senior Secured Healthcare Finance) (“Gemino”) on September 30, 2013. Gemino is a commercial finance company that originates, underwrites, and manages primarily secured, asset-based loans for small and mid-sized companies operating in the healthcare industry. Our initial investment in Gemino was $32,839. The management team of Gemino co-invested in the transaction and continues to lead Gemino.

Concurrent with the closing of the transaction, Gemino entered into a new, four-year, non-recourse, $100,000 credit facility with non-affiliates, which was expandable to $150,000 under its accordion feature. Effective March 31, 2014, the credit facility was expanded to $105,000 and again on June 27, 2014 to $110,000. On May 27, 2016, Gemino entered into a new $125,000 credit facility which replaced the previously existing facility. The new facility has similar terms as compared to the previous facility and includes an accordion feature increase to $200,000 and has a maturity date of May 27, 2020.

On December 31, 2013, we contributed our 32,839 units in Gemino to Gemino Senior Secured Healthcare LLC (“Gemino Senior Secured Healthcare”). In exchange for this contribution, we received 19,839 units of equity interests and $13,000 in floating rate secured notes of Gemino Senior Secured Healthcare bearing interest at LIBOR plus 7.50%, maturing on December 31, 2018. However, our financial statements, including our schedule of investments, reflect our investments in Gemino Senior Secured Healthcare on a consolidated basis. Gemino’s management team currently owns approximately 6% of the equity in Gemino. Gemino Senior Secured

SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

September 30, 2016

(in thousands, except share amounts)

Healthcare owns approximately 94% of the equity in Gemino and Solar Senior owns 100% of the equity in Gemino Senior Secured Healthcare. Gemino and Gemino Senior Secured Healthcare are treated as pass-through entities for tax purposes.

Gemino currently manages a highly diverse portfolio of directly-originated and underwritten senior-secured commitments. As of September 30, 2016, the portfolio totaled approximately $196,088 of commitments, of which $119,938 were funded, on total assets of $117,281. As of December 31, 2015, the portfolio totaled approximately $188,254 of commitments, of which $130,618 were funded, on total assets of $133,678. At September 30, 2016, the portfolio consisted of 37 issuers with an average balance of approximately $3,242 versus 36 issuers with an average balance of approximately $3,628 at December 31, 2015. All of the commitments in Gemino’s portfolio are floating-rate, senior-secured, cash-pay loans. Gemino’s credit facility, which is non-recourse to us, had approximately $82,000 and $98,500 of borrowings outstanding at September 30, 2016 and December 31, 2015, respectively. For the three and nine months ended September 30, 2016, Gemino had net income of $1,027 and $3,415, respectively, on gross income of $3,207 and $10,340, respectively. For the three and nine months ended September 30, 2015, Gemino had net income of $912 and $2,990, respectively, on gross income of $2,963 and $9,237, respectively. Due to timing and non-cash items, there may be material differences between GAAP net income and cash available for distributions.

Note 10. Commitments and Contingencies

The Company had unfunded debt and equity commitments to delayed draw and revolving loans, as well as to Gemino. The total amount of these unfunded commitments as of September 30, 2016 and December 31, 2015 is $8,063 and $6,736, respectively, comprised of the following:


	September 30, 2016		December 31, 2015
Gemino Healthcare Finance, LLC	$	5,000	$	5,000
Engineering Solutions & Products, LLC		1,736		1,736
VT Buyer Acquisition Corp. (Veritext)		486		—
CIBT Holdings, Inc		484		—
Genmark Diagnostics, Inc.		357		—

Total Commitments*	$	8,063	$	6,736

*	The Company controls the funding of the Gemino Healthcare Finance, LLC commitment and may cancel it at its discretion.

As of September 30, 2016 and December 31, 2015, the Company had sufficient cash available and/or liquid securities available to fund its commitments as well as the commitment to FLLP disclosed in Note 11.

Note 11. First Lien Loan Program LLC

On September 10, 2014, the Company entered into a limited liability company agreement to create a First Lien Loan Program (“FLLP”) with Voya Investment Management LLC (“Voya”). Voya acts as the investment advisor for several wholly-owned insurance subsidiaries of Voya Financial, Inc. (NYSE: VOYA). The joint venture vehicle, structured as an unconsolidated Delaware limited liability company, is expected to invest primarily in senior secured floating rate term loans to middle market companies predominantly owned by private equity sponsors or entrepreneurs. Solar Senior and Voya have committed to provide $50,750 and $7,250,

SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

September 30, 2016

(in thousands, except share amounts)

respectively, of capital to the joint venture. All portfolio decisions and generally all other decisions in respect of the FLLP must be approved by an investment committee of the FLLP consisting of representatives of the Company and Voya (with approval from a representative of each required). On February 13, 2015, FLLP commenced operations. On February 13, 2015, FLLP as transferor and FLLP 2015-1, LLC, a newly formed wholly owned subsidiary of FLLP, as borrower entered into a $75,000 senior secured revolving credit facility (the “FLLP Facility”) with Wells Fargo Securities, LLC acting as administrative agent. Solar Senior Capital Ltd. acts as servicer under the FLLP Facility. The FLLP Facility was scheduled to mature on February 13, 2020. The FLLP Facility generally bears interest at a rate of LIBOR plus a range of 2.25%-2.50%. FLLP and FLLP 2015-1, LLC, as applicable, have made certain customary representations and warranties, and are required to comply with various covenants, including leverage restrictions, reporting requirements and other customary requirements for similar credit facilities. The FLLP Facility also includes usual and customary events of default for credit facilities of this nature. On August 15, 2016, the FLLP Facility was amended, expanding commitments to $100,000 and extending the maturity date to August 16, 2021. There were $69,893 of borrowings outstanding as of September 30, 2016. As of September 30, 2016 and December 31, 2015, Solar Senior and Voya contributed combined equity capital in the amount of $36,009 and $33,810, respectively. Of the $36,009 of contributed equity capital, the Company contributed $29,584 in the form of investments and $1,924 in the form of cash and Voya contributed $4,501 in the form of cash. As of September 30, 2016, Solar Senior and Voya’s remaining commitments totaled $19,242 and $2,749, respectively. The Company, along with Voya, controls the funding of FLLP and FLLP may not call the unfunded commitments without approval of both the Company and Voya.

As of September 30, 2016 and December 31, 2015, FLLP had total assets of $109,914 and $76,788, respectively. For the same periods, FLLP’s portfolio consisted of first lien floating rate senior secured loans to 23 and 15 different borrowers, respectively. For the three months ended September 30, 2016, FLLP invested $15,840 across 3 portfolio companies. For the three months ended September 30, 2015, FLLP invested $21,478 across 3 portfolio companies. Investments prepaid totaled $495 for the three months ended September 30, 2016 and $482 for the three months ended September 30, 2015. At September 30, 2016 and 2015, the weighted average yield of FLLP’s portfolio was 6.5% and 6.3%, respectively, measured at fair value and 6.4% and 6.2%, respectively, measured at cost.

SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

September 30, 2016

(in thousands, except share amounts)

FLLP Portfolio as of September 30, 2016


Description	Industry	Spread Above Index⁽¹⁾		LIBOR Floor			Interest Rate⁽²⁾			Maturity Date		Par Amount		Cost		Fair Value⁽³⁾
1A Smart Start LLC	Electronic Equipment, Instruments & Components		L+475		1.00	%		5.75	%		2/21/22	$	7,940	$	7,872	$	7,920
Athletico Management, LLC and Accelerated Holdings, LLC⁽⁴⁾	Health Care Facilities		L+550		0.75	%		6.34	%		12/2/20		4,524		4,490		4,524
Capstone Logistics Acquisition, Inc.⁽⁴⁾	Professional Services		L+450		1.00	%		5.50	%		10/7/21		5,361		5,319		5,254
Castle Management Borrower LLC (Highgate Hotels)⁽⁴⁾	Real Estate Management & Development		L+450		1.00	%		5.50	%		9/18/20		3,800		3,772		3,743
CIBT Holdings, Inc.⁽⁴⁾	Professional Services		L+525		1.00	%		6.25	%		6/28/22		2,620		2,595		2,594
Confie Seguros Holding II Co.⁽⁴⁾	Insurance		L+450		1.25	%		7.00	%		11/9/18		5,416		5,413		5,416
DB Datacenter Holdings, Inc.	IT Services		L+475		1.00	%		5.75	%		7/13/21		5,500		5,447		5,445
Innovative Xcessories & Services, LLC⁽⁴⁾	Automotive Retail		L+400		1.00	%		5.00	%		2/21/20		2,401		2,401		2,383
Kellermeyer Bergensons Services, LLC (KBS)⁽⁴⁾	Commercial Services & Supplies		L+500		1.00	%		6.00	%		10/29/21		2,438		2,418		2,377
MedRisk, LLC	Health Care Services		L+525		1.00	%		6.25	%		3/1/23		3,980		3,943		3,960
Metamorph US 3, LLC (Metalogix)⁽⁴⁾	Software		L+650		1.00	%		7.50	%		12/1/20		4,031		3,954		3,225
Pearl Merger Sub, LLC (PetVet)⁽⁴⁾	Health Care Facilities		L+475		1.00	%		5.75	%		12/17/20		5,404		5,322		5,363
Pet Holdings ULC & Pet Supermarket, Inc.	Specialty Retail		L+550		1.00	%		6.50	%		7/5/22		4,549		4,483		4,481
PSP Group, LLC (Pet Supplies Plus)⁽⁴⁾	Specialty Retail		L+475		1.00	%		5.75	%		4/6/21		5,367		5,327		5,340
QBS Holding Company, Inc. (Quorum)⁽⁴⁾	Software		L+475		1.00	%		5.75	%		8/7/21		3,439		3,411		3,336
Salient Partners, L.P.⁽⁴⁾	Asset Management		L+850		1.00	%		9.50	%		6/9/21		5,262		5,175		5,156
Sarnova HC, LLC	Trading Companies and Distributors		L+475		1.00	%		5.75	%		1/28/22		4,975		4,930		4,963
Suburban Broadband, LLC (Jab Wireless, Inc.)	Wireless Telecommunication Services		L+450		1.00	%		5.50	%		3/26/19		8,168		8,048		8,106
Telular Corporation	Wireless Telecommunication Services		L+425		1.25	%		5.50	%		6/24/19		5,136		5,118		5,117
The Hilb Group, LLC & Gencorp Insurance Group, Inc.⁽⁴⁾	Insurance		L+500		1.00	%		6.00	%		6/24/21		3,827		3,757		3,770
Tronair Parent Inc.	Aerospace & Defense		L+475		1.00	%		5.75	%		9/8/23		5,000		4,950		4,950
VT Buyer Acquisition Corp. (Veritext)⁽⁴⁾	Professional Services		L+500		1.00	%		6.00	%		1/29/22		4,492		4,452		4,470
Wirb-Copernicus Group, Inc.	Professional Services		L+500		1.00	%		6.00	%		8/12/22		5,500		5,446		5,445

														$	108,043	$	107,338

(1)	Floating rate instruments accrue interest at a predetermined spread relative to an index, typically the LIBOR or PRIME rate. These instruments are typically subject to a LIBOR or PRIME rate floor.

SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

September 30, 2016

(in thousands, except share amounts)

(2)

(3)	Represents the fair value in accordance with ASC Topic 820. The determination of such fair value is not included in the Board’s valuation process described elsewhere herein.

(4)	The Company also holds this security on its Consolidated Statements of Assets and Liabilities.

FLLP Portfolio as of December 31, 2015 (audited)


Description	Industry		Interest Rate⁽¹⁾			Maturity Date		Par Amount		Cost		Fair Value⁽²⁾
1A Smart Start LLC		Electronic Equipment, Instruments & Components		5.75	%		2/21/22	$	8,000	$	7,924	$	7,880
Athletico Management, LLC and Accelerated Holdings, LLC⁽³⁾		Health Care Facilities		6.25	%		12/2/20		4,724		4,682		4,653
Capstone Logistics Acquisition, Inc.⁽³⁾		Professional Services		5.50	%		10/7/21		5,436		5,387		5,395
Castle Management Borrower LLC (Highgate Hotels)⁽³⁾		Real Estate Management & Development		5.50	%		9/18/20		3,950		3,916		3,812
Confie Seguros Holding II Co.⁽³⁾		Insurance		5.75	%		11/9/18		5,458		5,454		5,390
Innovative Xcessories & Services, LLC⁽³⁾		Automotive Retail		5.25	%		2/21/20		2,500		2,500		2,462
Kellermeyer Bergensons Services, LLC (KBS)⁽³⁾		Commercial Services & Supplies		6.00	%		10/29/21		2,475		2,453		2,364
Metamorph US 3, LLC (Metalogix)⁽³⁾		Software		6.50	%		12/1/20		4,875		4,768		4,485
Pearl Merger Sub, LLC (PetVet)⁽³⁾		Health Care Facilities		5.50	%		12/17/20		5,445		5,350		5,336
PSP Group, LLC (Pet Supplies Plus)⁽³⁾		Specialty Retail		5.75	%		4/6/21		5,459		5,411		5,350
QBS Holding Company, Inc. (Quorum)⁽³⁾		Software		5.75	%		8/7/21		3,465		3,434		3,361
RCPSI Corporation (Pet Supermarket)⁽³⁾		Specialty Retail		6.75	%		4/16/21		5,473		5,423		5,363
Salient Partners, L.P.⁽³⁾		Asset Management		7.50	%		6/9/21		5,418		5,317		5,228
Suburban Broadband, LLC (Jab Wireless, Inc.)		Wireless Telecommunication Services		5.50	%		3/26/19		8,229		8,076		8,065
Telular Corporation		Wireless Telecommunication Services		5.50	%		6/24/19		5,354		5,330		5,274

										$	75,425	$	74,418

(1)

SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

September 30, 2016

(in thousands, except share amounts)

(2)	Represents the fair value in accordance with ASC Topic 820. The determination of such fair value is not included in the Board’s valuation process described elsewhere herein.

(3)	The Company also holds a portion of this position on its Consolidated Statements of Assets and Liabilities.

Below is certain summarized financial information for FLLP as of September 30, 2016 and December 31, 2015 and for the three and nine months ended September 30, 2016, the three months ended September 30, 2015 and the period from February 13, 2015 (commencement of operations) through September 30, 2015:


	September 30, 2016		December 31, 2015 (audited)
Selected Balance Sheet Information for FLLP:
Investments at fair value (cost $108,043 and $75,425, respectively)	$	107,338	$	74,418
Cash and other assets		2,576		2,370

Total assets	$	109,914	$	76,788

Debt outstanding	$	69,893	$	43,998
Payable for investments purchased		4,950		—
Distributions payable		947		742
Interest payable		610		400
Accrued expenses and other payables		145		113

Total liabilities	$	76,545	$	45,253

Members’ equity	$	33,369	$	31,535

Total liabilities and members’ equity	$	109,914	$	76,788


	Three months ended September 30, 2016			Three months ended September 30, 2015			Nine months ended September 30, 2016		For the Period February 13, 2015 (commencement of operations) through September 30, 2015
Selected Income Statement Information for FLLP:
Interest income	$	1,622		$	1,003		$	4,505	$	1,907

Service fees*	$	17		$	10		$	47	$	19
Interest and other credit facility expenses**		1,412			292			2,385		1,827
Other general and administrative expenses		46			54			132		101

Total expenses		1,475			356			2,564		1,947

Net investment income (loss)	$	147		$	647		$	1,941	$	(40	)

Net change in unrealized gain (loss) on investments		(73	)		(782	)		302		(434	)

Net income (loss)	$	74		$	(135	)	$	2,243	$	(474	)

*	Service fees are included within the Company’s Consolidated Statements of Operations as other income.

FLLP made an irrevocable election to apply the fair value option of accounting to the FLLP Facility, in accordance with ASC 825-10. As such, all expenses related to the establishment of and amendments to the FLLP Facility were expensed during the periods shown. For the three months ended September 30, 2016 and 2015, these amounts totaled $822 and $0, respectively. For the nine months ended September 30, 2016 and the period February 13, 2015 (commencement of operations) through September 30, 2015, these amounts totaled $822 and $1,316, respectively.

SOLAR SENIOR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

September 30, 2016

(in thousands, except share amounts)

Note 12. Subsequent Events

The Company has evaluated the need for disclosures and/or adjustments resulting from subsequent events through the date the consolidated financial statements were issued.

On October 5, 2016, the Board declared a monthly distribution of $0.1175 per share payable on November 1, 2016 to holders of record as of October 20, 2016.

On November 2, 2016, the Board declared a monthly distribution of $0.1175 per share payable on December 1, 2016 to holders of record as of November 23, 2016.

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

Solar Senior Capital Ltd.:

We have reviewed the accompanying consolidated statement of assets and liabilities, including the consolidated schedule of investments, of Solar Senior Capital Ltd. (the “Company”) as of September 30, 2016, the related consolidated statements of operations for the three-month and nine-month periods ended September 30, 2016 and 2015, the related consolidated statement of changes in net assets for the nine-month period ended September 30, 2016, and the related consolidated statements of cash flows for the nine-month periods ended September 30, 2016 and 2015. These consolidated financial statements are the responsibility of the Company’s management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the consolidated financial statements referred to above for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated statement of assets and liabilities, including the consolidated schedule of investments, of Solar Senior Capital Ltd., as of December 31, 2015 and the related consolidated statements of operations, changes in net assets, and cash flows for the year ended December 31, 2015, and in our report dated February 24, 2016, we expressed an unqualified opinion on those consolidated financial statements.

/s/ KPMG LLP

New York, New York

November 2, 2016

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The information contained in this section should be read in conjunction with our consolidated financial statements and notes thereto appearing elsewhere in this report.

Some of the statements in this report constitute forward-looking statements, which relate to future events or our future performance or financial condition. The forward-looking statements contained herein involve risks and uncertainties, including statements as to:

•

our future operating results;

•

our business prospects and the prospects of our portfolio companies;

•

the impact of investments that we expect to make;

•

our contractual arrangements and relationships with third parties;

•

the dependence of our future success on the general economy and its impact on the industries in which we invest;

•

the ability of our portfolio companies to achieve their objectives;

•

our expected financings and investments;

•

the adequacy of our cash resources and working capital; and

•

the timing of cash flows, if any, from the operations of our portfolio companies.

We generally use words such as “anticipates,” “believes,” “expects,” “intends” and similar expressions to identify forward-looking statements. Our actual results could differ materially from those projected in the forward-looking statements for any reason, including any factors set forth in “Risk Factors” and elsewhere in this report.

We have based the forward-looking statements included in this report on information available to us on the date of this report, and we assume no obligation to update any such forward-looking statements. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the SEC, including any annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

Overview

Solar Senior Capital Ltd. (“Solar Senior”, the “Company”, “we” or “our”), a Maryland corporation formed in December 2010, is a closed-end, externally managed, non-diversified management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). Furthermore, as the Company is an investment company, it continues to apply the guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946. In addition, for tax purposes, the Company has elected to be regulated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).

On February 24, 2011, we priced our initial public offering, selling 9.0 million shares, including the underwriters’ over-allotment, at a price of $20.00 per share. Concurrent with this offering, our senior management team purchased an additional 500,000 shares through a concurrent private placement, also at $20.00 per share.

On August 26, 2011, the Company established SUNS SPV, LLC (“SUNS SPV”) which entered into a $200 million senior secured revolving credit facility (the “Credit Facility”) with Citigroup Global Markets Inc. acting

as administrative agent. The Credit Facility was scheduled to mature on August 26, 2016 and generally bore interest at the London Interbank Offered Rate (“LIBOR”) plus 2.25%. The Credit Facility had $150 million immediately available with an additional $50 million available under a delayed draw feature. The Credit Facility can also be expanded up to $600 million and is secured by all of the assets held by the SUNS SPV. Under the terms of the Credit Facility, Solar Senior and the SUNS SPV, as applicable, have made certain customary representations and warranties, and are required to comply with various covenants, including leverage restrictions, reporting requirements and other customary requirements for similar credit facilities. The Credit Facility also includes usual and customary events of default for credit facilities of this nature. On November 7, 2012, we amended our Credit Facility. As a result of the amendment, the stated interest rate on the Credit Facility was reduced to LIBOR plus 2.00% from LIBOR plus 2.25%, and the Credit Facility continues to have no LIBOR floor requirement. The amendment also provided us greater investment flexibility and extended the final maturity date to November 6, 2017. On June 30, 2014, the Company again amended the Credit Facility. As a result of this amendment, commitments under the Credit Facility were reduced by $25 million to $175 million and may be expanded up to $600 million under its accordion feature. This amendment to the Credit Facility also added greater investment flexibility and extends the final maturity date to June 28, 2019. The stated interest rate remains LIBOR plus 2.00% with no LIBOR floor requirement. On May 29, 2015, the Company entered into another amendment to the Credit Facility. This amendment added greater investment flexibility and extended the final maturity date to June 30, 2020.

We invest primarily in U.S. middle market companies, where we believe the supply of primary capital is limited and the investment opportunities are most attractive. Our investment objective is to seek to maximize current income consistent with the preservation of capital. We seek to achieve our investment objective by directly and indirectly investing primarily in senior loans, including first lien and second lien debt instruments, made to private middle-market companies whose debt is rated below investment grade, which we refer to collectively as “senior loans.” We may also invest in debt of public companies that are thinly traded. Under normal market conditions, at least 80% of the value of our net assets (including the amount of any borrowings for investment purposes) will be invested in senior loans. Senior loans typically pay interest at rates which are determined periodically on the basis of a floating base lending rate, primarily LIBOR, plus a premium. Senior loans in which we expect to invest are typically made to U.S. and, to a limited extent, non-U.S. corporations, partnerships and other business entities which operate in various industries and geographical regions. Senior loans typically are rated below investment grade. Securities rated below investment grade are often referred to as “leveraged loans” or “high yield” securities, and may be considered “high risk” compared to debt instruments that are rated investment grade.

We expect to invest in senior loans made primarily to private, leveraged middle-market companies with approximately $20 million to $100 million of earnings before income taxes, depreciation and amortization (“EBITDA”). Our business model is focused primarily on the direct origination of investments through portfolio companies or their financial sponsors. We expect that our direct investments will generally range between $5 million and $30 million each, although we expect that this investment size will vary proportionately with the size of our capital base and/or with strategic initiatives. In addition, we may invest a portion of our portfolio in other types of investments, which we refer to as opportunistic investments, which are not our primary focus but are intended to enhance our overall returns. These opportunistic investments may include, but are not limited to, direct investments in public companies that are not thinly traded and securities of leveraged companies located in select countries outside of the United States. We may invest up to 30% of our total assets in such opportunistic investments, including senior loans issued by non-U.S. issuers, subject to compliance with our regulatory obligations as a BDC under the 1940 Act. Our investment activities are managed by Solar Capital Partners, LLC (the “Investment Adviser”) and supervised by our board of directors, a majority of whom are non-interested, as such term is defined in the 1940 Act. Solar Capital Management, LLC (the “Administrator”) provides the administrative services necessary for us to operate.

As of September 30, 2016, the Investment Adviser has invested approximately $5.8 billion in more than 255 different portfolio companies since 2006. Over the same period, the Investment Adviser completed transactions with more than 165 different financial sponsors.

Recent Developments

On October 5, 2016, the Board declared a monthly distribution of $0.1175 per share payable on November 1, 2016 to holders of record as of October 20, 2016.

On November 2, 2016, the Board declared a monthly distribution of $0.1175 per share payable on December 1, 2016 to holders of record as of November 23, 2016.

Investments

Our level of investment activity can and does vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to middle market companies, the level of merger and acquisition activity for such companies, the general economic environment and the competitive environment for the types of investments we make. As a BDC, we must not acquire any assets other than “qualifying assets” specified in the 1940 Act unless, at the time the acquisition is made, at least 70% of our total assets are qualifying assets (with certain limited exceptions). Qualifying assets include investments in “eligible portfolio companies.” The definition of “eligible portfolio company” includes certain public companies that do not have any securities listed on a national securities exchange and companies whose securities are listed on a national securities exchange but whose market capitalization is less than $250 million.

Revenue

We generate revenue primarily in the form of interest and dividend income from the securities we hold and capital gains, if any, on investment securities that we may sell. Our debt investments generally have a stated term of three to seven years and typically bear interest at a floating rate usually determined on the basis of a benchmark London interbank offered rate (“LIBOR”), commercial paper rate, or the prime rate. Interest on our debt investments is generally payable quarterly but may be monthly or semi-annually. In addition, our investments may provide payment-in-kind (“PIK”) interest. Such amounts of accrued PIK interest are added to the cost of the investment on the respective capitalization dates and generally become due at maturity of the investment or upon the investment being called by the issuer. We may also generate revenue in the form of commitment, origination, structuring fees, fees for providing managerial assistance and, if applicable, consulting fees, etc.

Expenses

All investment professionals of the investment adviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services, and the compensation and routine overhead expenses of such personnel allocable to such services, are provided and paid for by Solar Capital Partners. We bear all other costs and expenses of our operations and transactions, including (without limitation):

•

the cost of our organization and public offerings;

•

the cost of calculating our net asset value, including the cost of any third-party valuation services;

•

the cost of effecting sales and repurchases of our shares and other securities;

•

interest payable on debt, if any, to finance our investments;

•

fees payable to third parties relating to, or associated with, making investments, including fees and expenses associated with performing due diligence reviews of prospective investments and advisory fees;

•

transfer agent and custodial fees;

•

fees and expenses associated with marketing efforts;

•

federal and state registration fees, any stock exchange listing fees;

•

federal, state and local taxes;

•

independent directors’ fees and expenses;

•

brokerage commissions;

•

fidelity bond, directors and officers errors and omissions liability insurance and other insurance premiums;

•

direct costs and expenses of administration, including printing, mailing, long distance telephone and staff;

•

fees and expenses associated with independent audits and outside legal costs;

•

costs associated with our reporting and compliance obligations under the 1940 Act and applicable federal and state securities laws; and

•

all other expenses incurred by either Solar Capital Management or us in connection with administering our business, including payments under the Administration Agreement that will be based upon our allocable portion of overhead and other expenses incurred by Solar Capital Management in performing its obligations under the Administration Agreement, including rent, the fees and expenses associated with performing compliance functions, and our allocable portion of the costs of compensation and related expenses of our chief compliance officer and our chief financial officer and any administrative support staff.

We expect our general and administrative operating expenses related to our ongoing operations to increase moderately in dollar terms. During periods of asset growth, we generally expect our general and administrative operating expenses to decline as a percentage of our total assets and increase during periods of asset declines. Incentive fees, interest expense and costs relating to future offerings of securities, among others, may also increase or reduce overall operating expenses based on portfolio performance, interest rate benchmarks, and offerings of our securities relative to comparative periods, among other factors.

Portfolio and Investment Activity

During the three months ended September 30, 2016, we invested $21.4 million across 4 portfolio companies. This compares to investing $5.3 million in 2 portfolio companies for the three months ended September 30, 2015. Investment sales, prepayments and repayments during the three months ended September 30, 2016 totaled $20.5 million versus $7.7 million for the three months ended September 30, 2015.

At September 30, 2016, our portfolio consisted of 49 portfolio companies and was invested 80.3% in senior secured loans and 19.7% in common equity (of which 10.7% is Gemino Healthcare Finance, LLC and 8.9% is First Lien Loan Program LLC) measured at fair value versus 47 portfolio companies invested 80.5% in senior secured loans, 1.0% in unsecured loans and 18.5% in common equity/equity interests (of which 10.2% is Gemino Healthcare Finance, LLC and 8.3% is First Lien Loan Program LLC) at September 30, 2015.

The weighted average yields on our income producing portfolio of investments were 8.2% and 7.2%, respectively, at September 30, 2016 and 2015 measured at fair value, and 8.0% and 7.3%, respectively for the same periods, measured at amortized cost.

At September 30, 2016, 96.3% of our $315.6 million income producing investment portfolio* was floating rate and 3.7% or $12.2 million was fixed rate, measured at fair value. At September 30, 2015, 94.5% or $320.8 million of our income producing investment portfolio* was floating rate and 5.5% or $18.7 million was fixed rate, measured at fair value.

Since the initial public offering of Solar Senior on February 24, 2011 and through September 30, 2016, invested capital totaled approximately $985 million in 110 portfolio companies. Over the same period, Solar Senior completed transactions with more than 70 different financial sponsors.

*	We have included First Lien Loan Program LLC and Gemino Healthcare Finance, LLC as 100% floating rate within our income producing investment portfolio.

Gemino Healthcare Finance, LLC

We acquired Gemino Healthcare Finance, LLC (d/b/a Gemino Senior Secured Healthcare Finance) (“Gemino”) on September 30, 2013. Gemino is a commercial finance company that originates, underwrites, and manages primarily secured, asset-based loans for small and mid-sized companies operating in the healthcare industry. Our initial investment in Gemino was $32.8 million. The management team of Gemino co-invested in the transaction and continues to lead Gemino.

Concurrent with the closing of the transaction, Gemino entered into a new, four-year, non-recourse, $100.0 million credit facility with non-affiliates, which was expandable to $150.0 million under its accordion feature. Effective March 31, 2014, the credit facility was expanded to $105.0 million and again on June 27, 2014 to $110.0 million. On May 27, 2016, Gemino entered into a new $125.0 million credit facility which replaced the previously existing facility. The new facility has similar terms as compared to the previous facility and includes an accordion feature increase to $200.0 million and has a maturity date of May 27, 2020.

On December 31, 2013, we contributed our 32,839 units in Gemino to Gemino Senior Secured Healthcare LLC (“Gemino Senior Secured Healthcare”). In exchange for this contribution, we received 19,839 units of equity interests and $13.0 million in floating rate secured notes of Gemino Senior Secured Healthcare bearing interest at LIBOR plus 7.50%, maturing on December 31, 2018. However, our financial statements, including our schedule of investments, reflect our investments in Gemino Senior Secured Healthcare on a consolidated basis. Gemino’s management team currently owns approximately 6% of the equity in Gemino. Gemino Senior Secured Healthcare owns approximately 94% of the equity in Gemino and Solar Senior owns 100% of the equity in Gemino Senior Secured Healthcare. Gemino and Gemino Senior Secured Healthcare are treated as pass-through entities for tax purposes.

Gemino currently manages a highly diverse portfolio of directly-originated and underwritten senior-secured commitments. As of September 30, 2016, the portfolio totaled approximately $196.1 million of commitments, of which $119.9 million were funded, on total assets of $117.3 million. As of December 31, 2015, the portfolio totaled approximately $188.3 million of commitments, of which $130.6 million were funded, on total assets of $133.7 million. At September 30, 2016, the portfolio consisted of 37 issuers with an average balance of approximately $3.2 million versus 36 issuers with an average balance of approximately $3.6 million at December 31, 2015. All of the commitments in Gemino’s portfolio are floating-rate, senior-secured, cash-pay loans. Gemino’s credit facility, which is non-recourse to us, had approximately $82.0 million and $98.5 million of borrowings outstanding at September 30, 2016 and December 31, 2015, respectively. For the three and nine months ended September 30, 2016, Gemino had net income of $1.0 million and $3.4 million, respectively, on gross income of $3.0 million and $10.3 million, respectively. For the three and nine months ended September 30, 2015, Gemino had net income of $0.9 million and $3.0 million, respectively, on gross income of $3.2 million and $9.2 million, respectively. Due to timing and non-cash items, there may be material differences between GAAP net income and cash available for distributions. As of September 30, 2016, and based upon our expectations for Gemino’s portfolio performance, we believe that Gemino will be able to maintain its dividend payments to the Company.

First Lien Loan Program LLC

advisor for several wholly-owned insurance subsidiaries of Voya Financial, Inc. (NYSE: VOYA). The joint venture vehicle, structured as an unconsolidated Delaware limited liability company, is expected to invest primarily in senior secured floating rate term loans to middle market companies predominantly owned by private equity sponsors or entrepreneurs. Solar Senior and Voya have committed to provide $50.75 million and $7.25 million, respectively, of capital to the joint venture. All portfolio decisions and generally all other decisions in respect of the FLLP must be approved by an investment committee of the FLLP consisting of representatives of the Company and Voya (with approval from a representative of each required). On February 13, 2015, FLLP commenced operations. On February 13, 2015, FLLP as transferor and FLLP 2015-1, LLC, a newly formed wholly owned subsidiary of FLLP, as borrower entered into a $75.0 million senior secured revolving credit facility (the “FLLP Facility”) with Wells Fargo Securities, LLC acting as administrative agent. Solar Senior Capital Ltd. acts as servicer under the FLLP Facility. The FLLP Facility was scheduled to mature on February 13, 2020. The FLLP Facility generally bears interest at a rate of LIBOR plus a range of 2.25%-2.50%. FLLP and FLLP 2015-1, LLC, as applicable, have made certain customary representations and warranties, and are required to comply with various covenants, including leverage restrictions, reporting requirements and other customary requirements for similar credit facilities. The FLLP Facility also includes usual and customary events of default for credit facilities of this nature. On August 15, 2016, the FLLP Facility was amended, expanding commitments to $100.0 million and extending the maturity date to August 16, 2021. There were $69.9 million of borrowings outstanding as of September 30, 2016. As of September 30, 2016 and December 31, 2015, Solar Senior and Voya contributed combined equity capital in the amount of $36.0 million and $33.8 million, respectively. Of the $36.0 million of contributed equity capital, the Company contributed $29.6 million in the form of investments and $1.9 million in the form of cash and Voya contributed $4.5 million in the form of cash. As of September 30, 2016, Solar Senior and Voya’s remaining commitments totaled $19.2 million and $2.7 million, respectively. The Company, along with Voya, controls the funding of FLLP and FLLP may not call the unfunded commitments without approval of both the Company and Voya.

As of September 30, 2016 and December 31, 2015, FLLP had total assets of $109.9 million and $76.8 million, respectively. For the same periods, FLLP’s portfolio consisted of first lien floating rate senior secured loans to 23 and 15 different borrowers, respectively. For the three months ended September 30, 2016, FLLP invested $15.8 million across 3 portfolio companies. For the three months ended September 30, 2015, FLLP invested $21.5 million across 3 portfolio companies. Investments prepaid totaled $0.5 million for the three months ended September 30, 2016 and $0.5 million for the three months ended September 30, 2015. At September 30, 2016 and 2015, the weighted average yield of FLLP’s portfolio was 6.5% and 6.3%, respectively, measured at fair value and 6.4% and 6.2%, respectively, measured at cost.

FLLP Portfolio as of September 30, 2016 (in thousands)


Description	Industry	Spread Above Index⁽¹⁾		LIBOR Floor			Interest Rate⁽²⁾			Maturity Date		Par Amount		Cost		Fair Value⁽³⁾
1A Smart Start LLC	Electronic Equipment, Instruments & Components		L+475		1.00	%		5.75	%		2/21/22	$	7,940	$	7,872	$	7,920
Athletico Management, LLC and Accelerated Holdings, LLC⁽⁴⁾	Health Care Facilities		L+550		0.75	%		6.34	%		12/2/20		4,524		4,490		4,524
Capstone Logistics Acquisition, Inc.⁽⁴⁾	Professional Services		L+450		1.00	%		5.50	%		10/7/21		5,361		5,319		5,254
Castle Management Borrower LLC (Highgate Hotels)⁽⁴⁾	Real Estate Management & Development		L+450		1.00	%		5.50	%		9/18/20		3,800		3,772		3,743
CIBT Holdings, Inc.⁽⁴⁾	Professional Services		L+525		1.00	%		6.25	%		6/28/22		2,620		2,595		2,594
Confie Seguros Holding II Co.⁽⁴⁾	Insurance		L+450		1.25	%		7.00	%		11/9/18		5,416		5,413		5,416
DB Datacenter Holdings, Inc.	IT Services		L+475		1.00	%		5.75	%		7/13/21		5,500		5,447		5,445
Innovative Xcessories & Services, LLC⁽⁴⁾	Automotive Retail		L+400		1.00	%		5.00	%		2/21/20		2,401		2,401		2,383
Kellermeyer Bergensons Services, LLC (KBS)⁽⁴⁾	Commercial Services & Supplies		L+500		1.00	%		6.00	%		10/29/21		2,438		2,418		2,377
MedRisk, LLC	Health Care Services		L+525		1.00	%		6.25	%		3/1/23		3,980		3,943		3,960
Metamorph US 3, LLC (Metalogix)⁽⁴⁾	Software		L+650		1.00	%		7.50	%		12/1/20		4,031		3,954		3,225
Pearl Merger Sub, LLC (PetVet)⁽⁴⁾	Health Care Facilities		L+475		1.00	%		5.75	%		12/17/20		5,404		5,322		5,363
Pet Holdings ULC & Pet Supermarket, Inc.	Specialty Retail		L+550		1.00	%		6.50	%		7/5/22		4,549		4,483		4,481
PSP Group, LLC (Pet Supplies Plus)⁽⁴⁾	Specialty Retail		L+475		1.00	%		5.75	%		4/6/21		5,367		5,327		5,340
QBS Holding Company, Inc. (Quorum)⁽⁴⁾	Software		L+475		1.00	%		5.75	%		8/7/21		3,439		3,411		3,336
Salient Partners, L.P.⁽⁴⁾	Asset Management		L+850		1.00	%		9.50	%		6/9/21		5,262		5,175		5,156
Sarnova HC, LLC	Trading Companies and Distributors		L+475		1.00	%		5.75	%		1/28/22		4,975		4,930		4,963
Suburban Broadband, LLC (Jab Wireless, Inc.)	Wireless Telecommunication Services		L+450		1.00	%		5.50	%		3/26/19		8,168		8,048		8,106
Telular Corporation	Wireless Telecommunication Services		L+425		1.25	%		5.50	%		6/24/19		5,136		5,118		5,117
The Hilb Group, LLC & Gencorp Insurance Group, Inc.⁽⁴⁾	Insurance		L+500		1.00	%		6.00	%		6/24/21		3,827		3,757		3,770
Tronair Parent Inc.	Aerospace & Defense		L+475		1.00	%		5.75	%		9/8/23		5,000		4,950		4,950
VT Buyer Acquisition Corp. (Veritext)⁽⁴⁾	Professional Services		L+500		1.00	%		6.00	%		1/29/22		4,492		4,452		4,470
Wirb-Copernicus Group, Inc.	Professional Services		L+500		1.00	%		6.00	%		8/12/22		5,500		5,446		5,445

														$	108,043	$	107,338

(1)	Floating rate instruments accrue interest at a predetermined spread relative to an index, typically the LIBOR or PRIME rate. These instruments are typically subject to a LIBOR or PRIME rate floor.

(2)

(3)	Represents the fair value in accordance with ASC Topic 820. The determination of such fair value is not included in the Board’s valuation process described elsewhere herein.

(4)	The Company also holds this security on its Consolidated Statements of Assets and Liabilities.

FLLP Portfolio as of December 31, 2015 (audited) (in thousands)


Description	Industry		Interest Rate⁽¹⁾			Maturity Date		Par Amount		Cost		Fair Value⁽²⁾
1A Smart Start LLC		Electronic Equipment, Instruments & Components		5.75	%		2/21/22	$	8,000	$	7,924	$	7,880
Athletico Management, LLC and Accelerated Holdings, LLC⁽³⁾		Health Care Facilities		6.25	%		12/2/20		4,724		4,682		4,653
Capstone Logistics Acquisition, Inc.⁽³⁾		Professional Services		5.50	%		10/7/21		5,436		5,387		5,395
Castle Management Borrower LLC (Highgate Hotels)⁽³⁾		Real Estate Management & Development		5.50	%		9/18/20		3,950		3,916		3,812
Confie Seguros Holding II Co.⁽³⁾		Insurance		5.75	%		11/9/18		5,458		5,454		5,390
Innovative Xcessories & Services, LLC⁽³⁾		Automotive Retail		5.25	%		2/21/20		2,500		2,500		2,462
Kellermeyer Bergensons Services, LLC (KBS)⁽³⁾		Commercial Services & Supplies		6.00	%		10/29/21		2,475		2,453		2,364
Metamorph US 3, LLC (Metalogix)⁽³⁾		Software		6.50	%		12/1/20		4,875		4,768		4,485
Pearl Merger Sub, LLC (PetVet)⁽³⁾		Health Care Facilities		5.50	%		12/17/20		5,445		5,350		5,336
PSP Group, LLC (Pet Supplies Plus)⁽³⁾		Specialty Retail		5.75	%		4/6/21		5,459		5,411		5,350
QBS Holding Company, Inc. (Quorum)⁽³⁾		Software		5.75	%		8/7/21		3,465		3,434		3,361
RCPSI Corporation (Pet Supermarket)⁽³⁾		Specialty Retail		6.75	%		4/16/21		5,473		5,423		5,363
Salient Partners, L.P.⁽³⁾		Asset Management		7.50	%		6/9/21		5,418		5,317		5,228
Suburban Broadband, LLC (Jab Wireless, Inc.)		Wireless Telecommunication Services		5.50	%		3/26/19		8,229		8,076		8,065
Telular Corporation		Wireless Telecommunication Services		5.50	%		6/24/19		5,354		5,330		5,274

										$	75,425	$	74,418

(1)

(2)	Represents the fair value in accordance with ASC Topic 820. The determination of such fair value is not included in the Board’s valuation process described elsewhere herein.

(3)	The Company also holds a portion of this position on its Consolidated Statements of Assets and Liabilities.


	September 30, 2016		December 31, 2015 (audited)
Selected Balance Sheet Information for FLLP (in thousands):
Investments at fair value (cost $108,043 and $75,425, respectively)	$	107,338	$	74,418
Cash and other assets		2,576		2,370

Total assets	$	109,914	$	76,788

Debt outstanding	$	69,893	$	43,998
Payable for investments purchased		4,950		—
Distributions payable		947		742
Interest payable		610		400
Accrued expenses and other payables		145		113

Total liabilities	$	76,545	$	45,253

Members’ equity	$	33,369	$	31,535

Total liabilities and members’ equity	$	109,914	$	76,788


	Three months ended September 30, 2016			Three months ended September 30, 2015			Nine months ended September 30, 2016		For the Period February 13, 2015 (commencement of operations) through September 30, 2015
Selected Income Statement Information for FLLP(in thousands):
Interest income	$	1,622		$	1,003		$	4,505	$	1,907

Service fees*	$	17		$	10		$	47	$	19
Interest and other credit facility expenses**		1,412			292			2,385		1,827
Other general and administrative expenses		46			54			132		101

Total expenses		1,475			356			2,564		1,947

Net investment income (loss)	$	147		$	647		$	1,941	$	(40	)

Net change in unrealized gain (loss) on investments		(73	)		(782	)		302		(434	)

Net income (loss)	$	74		$	(135	)	$	2,243	$	(474	)

*	Service fees are included within the Company’s Consolidated Statements of Operations as other income.

Critical Accounting Policies

The preparation of consolidated financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and revenues and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following items as critical accounting policies. Within the context of these critical accounting policies and disclosed subsequent events herein, we are not currently aware of any other reasonably likely events or circumstances that would result in materially different amounts being reported.

Valuation of Portfolio Investments

We conduct the valuation of our assets, pursuant to which our net asset value is determined, at all times consistent with GAAP, and the 1940 Act. Our valuation procedures are set forth in more detail below:

The Company conducts the valuation of its assets in accordance with GAAP and the 1940 Act. The Company generally values its assets on a quarterly basis, or more frequently if required. Investments for which market quotations are readily available on an exchange are valued at the closing price on the date of valuation. The Company may also obtain quotes with respect to certain of its investments from pricing services or brokers or dealers in order to value assets. When doing so, management determines whether the quote obtained is sufficient according to GAAP to determine the fair value of the investment. If determined adequate, the Company uses the quote obtained. Debt investments with maturities of 60 days or less shall each be valued at cost plus accreted discount, or minus amortized premium, which is expected to approximate fair value, unless such valuation, in the judgment of the Investment Adviser, does not represent fair value, in which case such investments shall be valued at fair value as determined in good faith by or under the direction of the Company’s board of directors (the “Board”).

Investments for which reliable market quotations are not readily available or for which the pricing sources do not provide a valuation or methodology or provide a valuation or methodology that, in the judgment of the Investment Adviser or the Board does not represent fair value, each shall be valued as follows: (i) each portfolio company or investment is initially valued by the investment professionals responsible for the portfolio investment; (ii) preliminary valuations are discussed with senior management of the Investment Adviser; (iii) independent valuation firms engaged by, or on behalf of, the Board will conduct independent appraisals and review the Investment Adviser’s preliminary valuations and make their own independent assessment for (a) each portfolio investment that, when taken together with all other investments in the same portfolio company, exceeds 10% of estimated total assets, plus available borrowings, as of the end of the most recently completed fiscal quarter, and (b) each portfolio investment that is presently in payment default; (iv) the Board will discuss the valuations and determine the fair value of each investment in our portfolio in good faith based on the input of the Investment Adviser and, where appropriate, the respective independent valuation firm.

accordance with ASC 946, may be valued using net asset value as a practical expedient for fair value. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. In following these approaches, the types of factors that we may take into account in fair value pricing our investments include, as relevant: available current market data, including relevant and applicable market trading and transaction comparables, applicable market yields and multiples, security covenants, call protection provisions, the nature and realizable value of any collateral, the portfolio company’s ability to make payments, its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are public, M&A comparables, and enterprise values, among other factors. When available, broker quotations and/or quotations provided by pricing services are considered as an input in the valuation process. Escrow receivables, if any, included in the receivables for investments sold in the Consolidated Statements of Assets and Liabilities are reviewed quarterly and the value of the receivable is adjusted as necessary. For the nine months ended September 30, 2016, there has been no change to the Company’s valuation techniques and the nature of the related inputs considered in the valuation process.

Accounting Standards Codification (“ASC”) Topic 820 classifies the inputs used to measure these fair values into the following hierarchy:

Level 1: Quoted prices in active markets for identical assets or liabilities, accessible by the Company at the measurement date.

Level 3: Unobservable inputs for the asset or liability.

Determination of fair value involves subjective judgments and estimates. Accordingly, the notes to our consolidated financial statements express the uncertainty with respect to the possible effect of such valuations, and any change in such valuations, on our consolidated financial statements.

Valuation of Credit Facility

Revenue Recognition

The Company records dividend income and interest, adjusted for amortization of premium and accretion of discount, on an accrual basis. Investments that are expected to pay regularly scheduled interest and/or dividends in cash are generally placed on non-accrual status when principal or interest/dividend cash payments are past due 30 days or more and/or when it is no longer probable that principal or interest/dividend cash payments will be collected. Such non-accrual investments are restored to accrual status if past due principal and interest or dividends are paid in cash, and in management’s judgment, are likely to continue timely payment of their

remaining interest or dividend obligations. Interest or dividend cash payments received on investments may be recognized as income or applied to principal depending upon management’s judgment. Some of our investments may have contractual PIK interest or dividends. PIK interest and dividends computed at the contractual rate are accrued into income and reflected as receivable up to the capitalization date. PIK investments offer issuers the option at each payment date of making payments in cash or in additional securities. When additional securities are received, they typically have the same terms, including maturity dates and interest rates as the original securities issued. On these payment dates, the Company capitalizes the accrued interest or dividends receivable (reflecting such amounts as the basis in the additional securities received). PIK generally becomes due at the maturity of the investment or upon the investment being called by the issuer. At the point the Company believes PIK is not expected to be realized, the PIK investment will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest or dividends is reversed from the related receivable through interest or dividend income, respectively. The Company does not reverse previously capitalized PIK interest or dividends. Upon capitalization, PIK is subject to the fair value estimates associated with their related investments. PIK investments on non-accrual status are restored to accrual status if the Company again believes that PIK is expected to be realized. Loan origination fees, original issue discount, and market discounts are capitalized and amortized into income using the interest method or straight-line, as applicable. Upon the prepayment of a loan, any unamortized loan origination fees are recorded as interest income. We record prepayment premiums on loans and other investments as interest income when we receive such amounts. Capital structuring fees are recorded as other income when earned.

The typically higher yields and interest rates on PIK securities, to the extent we invested, reflects the payment deferral and increased credit risk associated with such instruments and that such investments may represent a significantly higher credit risk than coupon loans. PIK securities may have unreliable valuations because their continuing accruals require continuing judgments about the collectability of the deferred payments and the value of any associated collateral. PIK interest has the effect of generating investment income and increasing the incentive fees payable at a compounding rate. In addition, the deferral of PIK interest also increases the loan-to-value ratio at a compounding rate. PIK securities create the risk that incentive fees will be paid to the Investment Adviser based on non-cash accruals that ultimately may not be realized, but the Investment Adviser will be under no obligation to reimburse the Company for these fees. For the three and nine months ended September 30, 2016, capitalized PIK income totaled $0.0 million and less than $0.1 million, respectively. For the three and nine months ended September 30, 2015, capitalized PIK income totaled less than $0.1 million and $0.1 million, respectively.

Net Realized Gain or Loss and Net Change in Unrealized Gain or Loss

We generally measure realized gain or loss by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized, but considering unamortized origination or commitment fees and prepayment penalties. The net change in unrealized gain or loss reflects the change in portfolio investment values during the reporting period, including the reversal of previously recorded unrealized gain or loss, when gains or losses are realized. Gains or losses on investments are calculated by using the specific identification method.

Income Taxes

Solar Senior Capital, a U.S. corporation, has elected to be treated as a RIC under Subchapter M of the Code. In order to qualify for taxation as a RIC, the Company is required, among other things, to timely distribute to its stockholders at least 90% of investment company taxable income, as defined by the Code, for each year. Depending on the level of taxable income earned in a given tax year, we may choose to carry forward taxable income in excess of current year distributions into the next tax year and pay a 4% excise tax on such income, as required. To the extent that the Company determines that its estimated current year annual taxable income will be in excess of estimated current year distributions, the Company accrues an estimated excise tax, if any, on estimated excess taxable income.

Recent Accounting Pronouncements

In February 2015, the FASB issued Accounting Standards Update (“ASU”) 2015-02, Consolidation (Topic 810)—Amendments to the Consolidation Analysis. The update changes the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. Public companies are required to apply ASU 2015-02 for interim and annual reporting periods beginning after December 15, 2015. Accordingly, the Company has evaluated the impact of ASU 2015-02 on its consolidated financial statements and determined that the adoption of ASU 2015-02 has not had a material impact on our consolidated financial statements.

RESULTS OF OPERATIONS

Results comparisons are for the three and nine months ended September 30, 2016 and September 30, 2015:

Investment Income

For the three and nine months ended September 30, 2016, gross investment income totaled $7.0 million and $20.0 million, respectively. For the three and nine months ended September 30, 2015, gross investment income totaled $6.5 million and $19.3 million, respectively. The increase in gross investment income year over year was primarily due to the continued ramp-up of the FLLP portfolio partially offset by a smaller average portfolio size year over year.

Expenses

Net expenses totaled $2.5 million and $7.4 million, respectively, for the three and nine months ended September 30, 2016, of which $1.5 million and $4.0 million, respectively, were base management fees and gross performance-based incentive fees and $0.9 million and $2.6 million, respectively, were interest and other credit facility expenses. Over the same periods, $0.5 million and $1.1 million of performance-based incentive fees were waived. Administrative services and other general and administrative expenses totaled $0.6 million and $1.9 million, respectively, for the three and nine months ended September 30, 2016. Net expenses totaled $2.4 million and $8.0 million, respectively, for the three and nine months ended September 30, 2015, of which $1.0 million and $2.9 million, respectively, were base management fees and gross performance-based incentive fees and $0.9 million and $3.4 million, respectively, were interest and other credit facility expenses. Over the same periods, $0.1 million and $0.3 million of performance-based incentive fees were waived. Administrative services and other general and administrative expenses totaled $0.6 million and $2.0 million, respectively, for the three and nine months ended September 30, 2015. Expenses generally consist of management fees, performance-based

incentive fees, administrative services expenses, insurance, legal expenses, directors’ expenses, audit and tax expenses, transfer agent fees and expenses, and other general and administrative expenses. Interest and other credit facility expenses generally consist of interest, unused fees, agency fees and loan origination fees, if any, among others. For the nine month period, the decrease in net expenses year over year is primarily due to costs incurred in 2015 from an amendment to the Credit Facility. The Investment Adviser, at its discretion, may in the future continue to fully or partially waive incentive fees. Any such waiver is subject to recapture by the Investment Adviser and reimbursement by the Company should net investment income during and/or for fiscal 2016 equal or exceed distributions declared in fiscal 2016.

Net Investment Income

The Company’s net investment income totaled $4.5 million and $12.7 million, or $0.37 and $1.07, per average share, respectively, for the three and nine months ended September 30, 2016. The Company’s net investment income totaled $4.1 million and $11.3 million, or $0.35 and $0.98, per average share, respectively, for the three and nine months ended September 30, 2015.

Net Realized Gain

The Company had investment sales and prepayments totaling approximately $20.5 million and $59.5 million, respectively, for the three and nine months ended September 30, 2016. Net realized gains over the same periods were $0.01 million and $0.04 million, respectively. The Company had investment sales and prepayments totaling approximately $7.7 million and $96.1 million, respectively, for the three and nine months ended September 30, 2015. Net realized gains over the same periods were $0.04 million and $0.09 million, respectively. Net realized gains for the three and nine months ended September 30, 2016 and September 30, 2015 were primarily related to partial or complete sales of select investments.

Net Change in Unrealized Gain (Loss)

For the three and nine months ended September 30, 2016, net change in unrealized gain (loss) on the Company’s assets and liabilities totaled $0.6 million and $5.6 million, respectively. For the three and nine months ended September 30, 2015, net change in unrealized gain (loss) on the Company’s assets and liabilities totaled ($5.6) million and ($5.9) million, respectively. Net unrealized gain for the three months ended September 30, 2016 is primarily due to appreciation in the value of our investments in American Teleconferencing Services, Inc., Securus Technologies, Inc., Gemino and Global Tel*Link Corporation partially offset by depreciation in FLLP, Hostway Corporation, Metamorph US 3, LLC, Trident USA Health Services and Engineering Solutions & Products, LLC, among others. Net unrealized gain for the nine months ended September 30, 2016 is primarily due to appreciation in the value of our investments in Securus Technologies, Inc., Gemino, Global Tel*Link Corporation, American Teleconferencing Services, Inc. and Asurion, LLC, among others, partially offset by depreciation in Trident USA Health Services, Hostway Corporation, TwentyEighty, Inc. and Metamorph US 3, LLC, among others. Net unrealized loss for the three months ended September 30, 2015 is primarily due to depreciation in the value of our investments in Gemino Healthcare Finance LLC, Metamorph US 3, LLC (Metalogix), First Lien Loan Program LLC and Securus Technologies, Inc., among others, partially offset by appreciation in AmeriQual Group, LLC, among others. Net unrealized loss for the nine months ended September 30, 2015 is primarily due to depreciation in the value of our investments in First Lien Loan Program LLC, Securus Technologies, Inc, Metamorph US 3, LLC (Metalogix) and Engineering Solutions & Products, LLC, among others, partially offset by appreciation in AmeriQual Group, LLC, among others.

Net Increase (Decrease) in Net Assets From Operations

For the three and nine months ended September 30, 2016, the Company had a net increase in net assets resulting from operations of $5.2 million and $18.3 million, respectively. For the same periods, earnings per average share were $0.42 and $1.55, respectively. For the three and nine months ended September 30, 2015, the Company had a net increase (decrease) in net assets resulting from operations of ($1.5) million and $5.5 million, respectively. For the same periods, earnings (loss) per average share were ($0.13) and $0.48, respectively.

LIQUIDITY AND CAPITAL RESOURCES

The Company’s liquidity and capital resources are generally available through its Credit Facility, through periodic follow-on equity offerings, as well as from cash flows from operations, investment sales and pre-payments of investments. At September 30, 2016, the Company had $43.0 million in borrowings outstanding on its Credit Facility and $132.0 million of unused capacity, subject to borrowing base limits.

In September 2016, the Company closed a follow-on public equity offering of 4.5 million shares of common stock at $16.76 per share raising approximately $75.0 million in net proceeds. In the future, the Company may raise additional equity or debt capital, among other considerations. The primary uses of funds will be investments in portfolio companies, reductions in debt outstanding and other general corporate purposes. The issuance of debt or equity securities will depend on future market conditions, funding needs and other factors and there can be no assurance that any such issuance will occur or be successful.

We currently expect that our liquidity needs will be met with cash flows from operations, borrowings under our Credit Facility, including its accordion feature, as well as from other available financing activities.

Cash Equivalents

We deem certain U.S. Treasury bills, repurchase agreements and other high-quality, short-term debt securities as cash equivalents. The Company makes purchases that are consistent with its purpose of making investments in securities described in paragraphs 1 through 3 of Section 55(a) of the 1940 Act. From time to time, including at or near the end of each fiscal quarter, we consider using various temporary investment strategies for our business. One strategy includes taking proactive steps by utilizing cash equivalents as temporary assets with the objective of enhancing our investment flexibility pursuant to Section 55 of the 1940 Act. More specifically, from time-to-time we may purchase U.S. Treasury bills or other high-quality, short-term debt securities at or near the end of the quarter and typically close out the position on a net cash basis subsequent to quarter end. We may also utilize repurchase agreements or other balance sheet transactions, including drawing down on our credit facilities, as deemed appropriate. The amount of these transactions or such drawn cash for this purpose is excluded from total assets for purposes of computing the asset base upon which the management fee is determined. We held approximately $185 million in cash equivalents as of September 30, 2016.

Debt

Senior Secured Revolving Credit Facility—On August 26, 2011, the Company established the SUNS SPV which entered into the Credit Facility with Citigroup Global Markets Inc. acting as administrative agent. The Credit Facility was scheduled to mature on August 26, 2016 and generally bore interest at a rate of LIBOR plus 2.25%. The Credit Facility can also be expanded up to $600 million and is secured by all of the assets held by the SUNS SPV. Under the terms of the Credit Facility, Solar Senior and the SUNS SPV, as applicable, have made certain customary representations and warranties, and are required to comply with various covenants, including leverage restrictions, reporting requirements and other customary requirements for similar credit facilities. The Credit Facility also includes usual and customary events of default for credit facilities of this nature. On November 7, 2012, we amended our Credit Facility. As a result of the amendment, the stated interest rate on the Credit Facility was reduced to LIBOR plus 2.00% from LIBOR plus 2.25%, and the Credit Facility continues to have no LIBOR floor requirement. The amendment also provided us greater investment flexibility and extended the final maturity date to November 6, 2017. On February 26, 2014, the Company utilized the Credit Facility’s delayed draw feature, expanding immediately available capital from $150.0 million to $200.0 million, subject to borrowing base limitations. On June 30, 2014, the Company again amended the Credit Facility. As a result of this amendment, commitments under the Credit Facility were reduced by $25.0 million to $175.0 million and may be expanded up to $600.0 million under its accordion feature. This amendment to the Credit Facility also added greater investment flexibility and extended the final maturity date to June 28, 2019. The stated interest rate remains LIBOR plus 2.00% with no LIBOR floor requirement. On May 29, 2015, the Company entered into

another amendment to the Credit Facility. This amendment added greater investment flexibility and extended the final maturity date to June 30, 2020. At September 30, 2016, the Company was in compliance with all financial and operational covenants required by the Credit Facility.

Contractual Obligations


	Payments due by Period as of September 30, 2016 (dollars in millions)
	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Senior Secured Revolving Credit Facility⁽¹⁾	$	43.0	$	—	$	—	$	43.0	$	—

(1)	At September 30, 2016, $132.0 million of capacity remained unused.


Class and Year	Total Amount Outstanding⁽¹⁾		Asset Coverage Per Unit⁽²⁾		Involuntary Liquidating Preference Per Unit⁽³⁾		Average Market Value Per Unit⁽⁴⁾
Revolving Credit Facility
Fiscal 2016 (through September 30, 2016)	$	43,000	$	7,253	$	—		N/A
Fiscal 2015		116,200		2,621		—		N/A
Fiscal 2014		143,200		2,421		—		N/A
Fiscal 2013		61,400		4,388		—		N/A
Fiscal 2012		39,100		5,453		—		N/A
Fiscal 2011		8,600		21,051		—		N/A

(1)	Total amount of each class of senior securities outstanding at the end of the period presented.

(2)

(3)	The amount to which such class of senior security would be entitled upon the involuntary liquidation of the issuer in preference to any security junior to it.

(4)	Not applicable, we do not have senior securities that are registered for public trading.

We have also entered into two contracts under which we have future commitments: the Advisory Agreement, pursuant to which Solar Capital Partners, LLC has agreed to serve as our investment adviser, and the Administration Agreement, pursuant to which Solar Capital Management, LLC has agreed to furnish us with the facilities and administrative services necessary to conduct our day-to-day operations and provide on our behalf managerial assistance to those portfolio companies to which we are required to provide such assistance. Payments under the Advisory Agreement are equal to (1) a percentage of the value of our average gross assets and (2) a two-part incentive fee. Payments under the Administration Agreement are equal to an amount based upon our allocable portion of the Administrator’s overhead in performing its obligations under the Administration Agreement, including rent, technology systems, insurance and our allocable portion of the costs of our chief financial officer and chief compliance officer and their respective staffs. Either party may terminate each of the Advisory Agreement and Administration Agreement without penalty upon 60 days’ written notice to the other. See note 3 to our Consolidated Financial Statements.

On September 10, 2014, FLLP entered into a servicing agreement with the Company. FLLP engaged and retained the Company to provide certain administrative services relating to the facilities, supplies and necessary ongoing overhead support services for the operation of FLLP’s ongoing business affairs in exchange for a fee. Either party may terminate this agreement upon 30 days’ written notice to the other.

Off-Balance Sheet Arrangements

The Company had unfunded debt and equity commitments to delayed draw and revolving loans as well as to Gemino Healthcare Finance, LLC. The total amount of these unfunded commitments as of September 30, 2016 and December 31, 2015 is $8.1 million and $6.7 million, respectively, comprised of the following:


	September 30, 2016		December 31, 2015
*(in millions)*
Gemino Healthcare Finance, LLC	$	5.0	$	5.0
Engineering Solutions & Products, LLC		1.7		1.7
VT Buyer Acquisition Corp. (Veritext)		0.5		—
CIBT Holdings, Inc.		0.5		—
Genmark Diagnostics, Inc.		0.4		—

Total Commitments*	$	8.1	$	6.7

*	The Company controls the funding of the Gemino Healthcare Finance, LLC commitment and may cancel it at its discretion (also see First Lien Loan Program LLC section in Item 7).

In the normal course of its business, we invest or trade in various financial instruments and may enter into various investment activities with off-balance sheet risk, which may include forward foreign currency contracts. Generally, these financial instruments represent future commitments to purchase or sell other financial instruments at specific terms at future dates. These financial instruments contain varying degrees of off-balance sheet risk whereby changes in the market value or our satisfaction of the obligations may exceed the amount recognized in our Consolidated Statements of Assets and Liabilities.

Distributions

The following table reflects the cash distributions per share on our common stock for the two most recent fiscal years and the current fiscal year to date:

Date Declared

Record Date

Payment Date

Amount

Fiscal 2016

November 2, 2016

November 23, 2016

December 1, 2016

0.1175

October 5, 2016

October 20, 2016

November 1, 2016

0.1175

September 12, 2016

September 22, 2016

October 4, 2016

0.1175

August 2, 2016

August 18, 2016

September 1, 2016

0.1175

July 7, 2016

July 21, 2016

August 2, 2016

0.1175

June 7, 2016

June 23, 2016

July 1, 2016

0.1175

May 3, 2016

May 19, 2016

June 2, 2016

0.1175

April 7, 2016

April 21, 2016

May 3, 2016

0.1175

February 24, 2016

March 24, 2016

April 1, 2016

0.1175

February 4, 2016

February 18, 2016

March 2, 2016

0.1175

January 7, 2016

January 21, 2016

February 2, 2016

0.1175

YTD Total (2016)

1.2925

Fiscal 2015

December 2, 2015

December 17, 2015

January 5, 2016

0.1175

November 3, 2015

November 19, 2015

December 1, 2015

0.1175

October 7, 2015

October 22, 2015

November 3, 2015

0.1175

September 9, 2015

September 24, 2015

October 1, 2015

0.1175

August 4, 2015

August 20, 2015

September 1, 2015

0.1175

July 8, 2015

July 23, 2015

July 31, 2015

0.1175

June 9, 2015

June 25, 2015

July 1, 2015

0.1175

May 5, 2015

May 21, 2015

June 2, 2015

0.1175

April 9, 2015

April 23, 2015

May 1, 2015

0.1175

February 25, 2015

March 19, 2015

April 2, 2015

0.1175

February 3, 2015

February 19, 2015

February 27, 2015

0.1175

January 8, 2015

January 22, 2015

January 30, 2015

0.1175

Total (2015)

1.41

Fiscal 2014

December 4, 2014

December 18, 2014

January 5, 2015

0.1175

November 4, 2014

November 20, 2014

December 2, 2014

0.1175

October 8, 2014

October 23, 2014

October 31, 2014

0.1175

September 9, 2014

September 25, 2014

October 2, 2014

0.1175

August 4, 2014

August 21, 2014

September 3, 2014

0.1175

July 9, 2014

July 24, 2014

August 1, 2014

0.1175

June 6, 2014

June 19, 2014

July 1, 2014

0.1175

May 5, 2014

May 22, 2014

May 30, 2014

0.1175

April 8, 2014

April 24, 2014

May 1, 2014

0.1175

February 25, 2014

March 20, 2014

April 1, 2014

0.1175

February 6, 2014

February 20, 2014

February 28, 2014

0.1175

January 9, 2014

January 23, 2014

January 31, 2014

0.1175

Total (2014)

1.41

Tax characteristics of all distributions will be reported to shareholders on Form 1099 after the end of the calendar year. Future distributions, if any, will be determined by our Board. We expect that our distributions to stockholders will generally be from accumulated net investment income, from net realized capital gains or non-taxable return of capital, if any, as applicable.

We have elected to be taxed as a RIC under Subchapter M of the Code. To maintain our RIC status, we must distribute at least 90% of our ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any, out of the assets legally available for distribution. In addition, although we currently intend to distribute realized net capital gains (i.e., net long-term capital gains in excess of short-term capital losses), if any, at least annually, out of the assets legally available for such distributions, we may in the future decide to retain such capital gains for investment.

We maintain an “opt out” dividend reinvestment plan for our common stockholders. As a result, if we declare a distribution, then stockholders’ cash distributions will be automatically reinvested in additional shares of our common stock, unless they specifically “opt out” of the dividend reinvestment plan so as to receive cash distributions.

We may not be able to achieve operating results that will allow us to make distributions at a specific level or to increase the amount of these distributions from time to time. In addition, due to the asset coverage test applicable to us as a business development company, we may in the future be limited in our ability to make distributions. Also, our revolving credit facility may limit our ability to declare distributions if we default under certain provisions. If we do not distribute a certain percentage of our income annually, we will suffer adverse tax consequences, including possible loss of the tax benefits available to us as a regulated investment company. In addition, in accordance with GAAP and tax regulations, we include in income certain amounts that we have not yet received in cash, such as contractual payment-in-kind interest, which represents contractual interest added to the loan balance that becomes due at the end of the loan term, or the accrual of original issue or market discount. Since we may recognize income before or without receiving cash representing such income, we may have difficulty meeting the requirement to distribute at least 90% of our investment company taxable income to obtain tax benefits as a regulated investment company.

With respect to the distributions to stockholders, income from origination, structuring, closing and certain other upfront fees associated with investments in portfolio companies are treated as taxable income and accordingly, distributed to stockholders.

Related Parties

We have entered into a number of business relationships with affiliated or related parties, including the following:

•

We have entered into the Advisory Agreement with Solar Capital Partners. Mr. Gross, our chairman and chief executive officer, is a managing member and a senior investment professional of, and has financial and controlling interests in, the Investment Adviser. In addition, Mr. Spohler, our chief operating officer is a partner and a senior investment professional of, and has financial interests in, the Investment Adviser.

•

The Administrator provides us with the office facilities and administrative services necessary to conduct day-to-day operations pursuant to our Administration Agreement. We reimburse the Administrator for the allocable portion of overhead and other expenses incurred by it in performing its obligations under the Administration Agreement, including rent, the fees and expenses associated with performing compliance functions, and the compensation of our chief compliance officer, our chief financial officer and any administrative support staff.

•

We have entered into a license agreement with the Investment Adviser, pursuant to which the Investment Adviser has granted us a non-exclusive, royalty-free license to use the name “Solar Capital.”

The Investment Adviser and its affiliates may also manage other funds in the future that may have investment mandates that are similar, in whole and in part, with ours. For example, the Investment Adviser presently serves as investment adviser to Solar Capital Ltd., a publicly traded BDC, which to focuses on investing primarily in senior secured loans, mezzanine loans and equity securities. In addition, Michael S. Gross, our chairman and chief executive officer, Bruce Spohler, our chief operating officer, and Richard L. Peteka, our

chief financial officer, serve in similar capacities for Solar Capital Ltd. The Investment Adviser and certain investment advisory affiliates may determine that an investment is appropriate for us and for one or more of those other funds. In such event, depending on the availability of such investment and other appropriate factors, the Investment Adviser or its affiliates may determine that we should invest side-by-side with one or more other funds. Any such investments will be made only to the extent permitted by applicable law and interpretive positions of the SEC and its staff, and consistent with the Investment Adviser’s allocation procedures.

Related party transactions may occur between Solar Senior Capital Ltd. and Gemino Healthcare Finance, LLC, between Solar Senior Capital Ltd. and First Lien Loan Program LLC and between Solar Senior Capital Ltd. and FLLP 2015-1, LLC. These transactions may occur in the normal course of business. No administrative fees are paid to Solar Capital Partners by either Gemino Healthcare Finance, LLC or First Lien Loan Program LLC.

In addition, we have adopted a formal code of ethics that governs the conduct of our officers and directors. Our officers and directors also remain subject to the duties imposed by both the 1940 Act and the Maryland General Corporation Law.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

We are subject to financial market risks, including changes in interest rates. During the nine months ended September 30, 2016, most of the investments in our portfolio had floating interest rates. Our loans are primarily based on floating LIBOR and typically have durations of one to three months after which they reset to current market interest rates. Most of our loans to portfolio companies have LIBOR floors. The Company also has a revolving credit facility that is based on floating LIBOR and commercial paper rates. Assuming no changes to our balance sheet as of September 30, 2016 and no new defaults by portfolio companies, a hypothetical one-quarter of one percent decrease in LIBOR on our floating rate assets and liabilities would not change our net investment income per average share over the next twelve months. Assuming no changes to our balance sheet as of September 30, 2016 and no new defaults by portfolio companies, a hypothetical one percent increase in LIBOR on our floating rate assets and liabilities would increase our earnings by approximately four cents per average share over the next twelve months. However, we may hedge against interest rate fluctuations from time-to-time by using standard hedging instruments such as futures, options and forward contracts subject to the requirements of the 1940 Act. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in any benefits of certain changes in interest rates with respect to our portfolio of investments.


Increase (Decrease) in LIBOR	(0.25%)	1.00%
Increase (Decrease) in Net Investment Income Per Share Per Year	$0.00	$0.04

Item 4.

Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

As of September 30, 2016 (the end of the period covered by this report), we, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the 1934 Act). Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed in our periodic SEC filings is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of such possible controls and procedures.

(b) Changes in Internal Controls Over Financial Reporting

Management has not identified any change in the Company’s internal control over financial reporting that occurred during the third quarter of 2016 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1.

Legal Proceedings

We, Solar Capital Management, LLC and Solar Capital Partners, LLC are not currently subject to any material pending legal proceedings threatened against us. From time to time, we may be a party to certain legal proceedings incidental to the normal course of our business including the enforcement of our rights under contracts with our portfolio companies. While the outcome of these legal proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our business, financial condition or results of operations beyond what has been disclosed with these financial statements.

Item 1A.

Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in “Risk Factors” in the July 5, 2016 filing of our Registration Statement on Form N-2, which could materially affect our business, financial condition and/or operating results. The risks described in our Registration Statement on Form N-2 are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

We did not engage in unregistered sales of securities during the quarter ended September 30, 2016.

Item 3.

Defaults Upon Senior Securities

None.

Item 4.

Mine Safety Disclosures

Not applicable.

Item 5.

Other Information

None.

Item 6.

Exhibits

The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC:


Exhibit Number		Description

3.1		Articles of Amendment and Restatement⁽¹⁾

3.2		Amended and Restated Bylaws⁽¹⁾

4.1		Form of Common Stock Certificate⁽¹⁾

10.1		Dividend Reinvestment Plan⁽¹⁾

10.2		First Amended and Restated Investment Advisory and Management Agreement by and between Registrant and Solar Capital Partners, LLC⁽⁷⁾

10.3		Form of Custody Agreement⁽⁴⁾

10.4		Amended and Restated Administration Agreement by and between Registrant and Solar Capital Management, LLC⁽⁴⁾

10.5		Form of Indemnification Agreement by and between Registrant and each of its directors⁽¹⁾

10.6		Trademark License Agreement by and between Registrant and Solar Capital Partners, LLC⁽¹⁾

10.7		Form of Share Purchase Agreement by and between Registrant and Solar Senior Capital Investors, LLC⁽¹⁾

10.8		Form of Amendment No. 1 to Share Purchase Agreement by and between Registrant and Solar Senior Capital Investors, LLC⁽²⁾

10.9		Form of Contribution Agreement, dated as of August 26, 2011, by and between SUNS SPV LLC, as the contributee, and Solar Senior Capital Ltd., as the contributor⁽³⁾

10.10		Form of Loan and Servicing Agreement, dated as of August 26, 2011 (as amended through May 29, 2015), by and among the Registrant, as the servicer and the transferor, SUNS SPV LLC, as the borrower, each of the conduit lenders from time to time party thereto, each of the liquidity banks from time to time party thereto, each of the lender agents from time to time party thereto, Citibank, N.A., as the administrative agent and collateral agent, and Wells Fargo Bank, N.A., as the account bank, the backup servicer and the collateral custodian⁽⁶⁾

10.11		Fourth Amendment to the Loan and Servicing Agreement, dated as of May 29, 2015 by and among the Registrant, as the transferor and the servicer, SUNS SPV LLC, as the borrower, Citibank, N.A., as the administrative agent and collateral agent, each of the conduit lenders from time to time party thereto, each of the lender agents from time to time party thereto, each of the liquidity banks from time to time party thereto, each of the institutional lenders from time to time party thereto, and Wells Fargo Bank, N.A., as the account bank, the collateral custodian and the backup servicer⁽⁶⁾

10.12		Form of Limited Liability Company Agreement, dated as of September 10, 2014, by and among the Registrant, Voya Retirement Insurance and Annuity Company, ReliaStar Life Insurance Company, and Voya Insurance and Annuity Company, by and through Voya Investment Management LLC, as agent and investment manager⁽⁵⁾

11.1		Computation of Per Share Earnings (included in the notes to the financial statements contained in this report).

31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.*


Exhibit Number		Description

31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.*

32.1		Certification of Chief Executive Officer pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.*

32.2		Certification of Chief Financial Officer pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.*

(1)	Previously filed in connection with Solar Senior Capital Ltd.’s registration statement on Form N-2 (File No. 333-171330) filed on February 14, 2011.

(2)	Previously filed in connection with Solar Senior Capital Ltd.’s report on Form 10-K filed on February 22, 2012.

(3)	Previously filed in connection with Solar Senior Capital Ltd.’s report on Form 8-K filed on August 31, 2011.

(4)	Previously filed in connection with Solar Senior Capital Ltd.’s report on Form 10-K filed on February 25, 2014.

(5)	Previously filed in connection with Solar Senior Capital Ltd.’s report on Form 10-Q filed on November 4, 2014.

(6)	Previously filed in connection with Solar Senior Capital Ltd.’s report on Form 10-Q filed on August 4, 2015.

(7)	Previously filed in connection with Solar Senior Capital Ltd.’s report on Form 10-Q filed on August 2, 2016.

*	Filed herewith.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on November 2, 2016.


SOLAR SENIOR CAPITAL LTD.

By:		/S/ MICHAEL S. GROSS
		Michael S. Gross Chief Executive Officer (Principal Executive Officer)

By:		/S/ RICHARD L. PETEKA
		Richard L. Peteka Chief Financial Officer (Principal Financial and Accounting Officer)