CORRESP

October 5, 2017

VIA EDGAR

Sumeera Younis

Christina DiAngelo Fettig

Division of Investment Management, Disclosure Review Office

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

Solar Senior Capital Ltd.

Post-Effective Amendment No. 3 to the Registration Statement on

Form N-2 Filed on March 9, 2017 (File No. 333-194774)

Dear Ms. Younis and Ms. Fettig:

On behalf of Solar Senior Capital Ltd. (the “Company”), set forth below are the Company’s responses to the oral comments provided by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to the Company on April 6, 2017 and April 21, 2017 with respect to Post-Effective Amendment No. 3 to the Company’s registration statement on Form N-2 (File No. 333-194774), filed with the Commission on March 9, 2017 (the “Registration Statement”) and the prospectus included therein (the “Prospectus”). The Staff’s comments are set forth below and are followed by the Company’s responses.

Accounting Comments

Prospectus

Comment: The Staff notes that in the “Summary—Solar Senior Capital” and the “Selected Financial and Other Data” sections of the Prospectus the Company discloses a “weighted average annualized yield on income producing investments.” The Staff believes that it is more useful to investors to disclose the weighted average annualized yield on the Company’s entire portfolio and not just on income producing securities. Please disclose in the Prospectus the weighted average annualized yield on the Company’s entire portfolio instead of, or in addition to, the weighted average annualized yield on income producing investments and supplementally provide the rationale for including the weighted average annualized yield on income producing investments.

Response: The Company advises the Staff on a supplemental basis that the weighted average annualized yield on income producing investments is the most

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commonly requested and used measure by which investors and research analysts project net investment income for the Company. In addition, it has significant relative value in measuring comparative yields and credit risk. However, in response to the Staff’s comment, the Company confirms that in future quarterly reports on Form 10-Q, annual reports on Form 10-K, registration statements and prospectuses, if the Company discloses the weighted average annualized yield on income producing investments, then the Company will also disclose the weighted average annualized yield on the entire portfolio. The Company has also added disclosure to the Prospectus to clarify that the weighted average annualized yield on income producing investments is not on the Company’s entire portfolio.

Response: The numbers disclosed in the Company’s consolidated statements of cash flows, in the case of purchase of investments, include accretion of original issue or market discount as well as amortization of market premium, if any, and in the case of proceeds from disposition of investments, exclude realized gains and losses and collection of payment-in-kind interest. However, the numbers disclosed in the “Summary” section of the Prospectus are, in the case of investments, based on the cost basis of the investments, and in the case of sales and repayments, are based on the total proceeds received.

Response: After reviewing, the Company believes that the references to “dividends” throughout the Prospectus are properly reflected. The Company had previously revised the above-referenced disclosure in response to a similar comment from the Staff in connection with the registration statement that the Company filed in March 2014.

Response: The Company confirms to the Staff that LSJV is expected to be structured as a joint venture in which all portfolio decisions and generally all other decisions in respect of such joint venture must be approved by an investment committee consisting of representatives of the Company and the joint venture partners (with approval from a representative of each required). As of the date hereof, LSJV has not commenced operations.

Response: The Company advises the Staff that the phrase “remains consistent” means “equal to” for all the line item expenses in the “Fees and Expenses” table. These expenses equal exactly the amounts in the consolidated financial statements for the fiscal year ended December 31, 2016.

Response: The Company has clarified the above-referenced disclosure in response to the Staff’s comment.

Response: The Company has deleted the above-referenced disclosure in response to the Staff’s comment.

Response: The Company has revised the above-referenced disclosure in response to the Staff’s comment.

Response: The Company confirms the above-referenced disclosure is correct in response to the Staff’s comment and has revised the disclosure in other parts of the Prospectus accordingly.

Response: The Company advises the Staff that in the introductory paragraph under the heading “Portfolio Companies”, the Company either discloses the information requested by Item 8.6 of Form N-2 directly thereunder or references the schedule of investments where the information can be found. Therefore, the Company will clarify its disclosure in the “Portfolio Companies” section of the Prospectus to specifically reference that all information required by Item 8.6 of Form N-2 is in the table directly below except for the amount, terms and value, which are listed in the Company’s Schedule of Investments included in the Prospectus.

Response: The Company confirms to the Staff that as of December 31, 2016, none of the components of the “Other general and administrative expenses” line item in the Company’s Consolidated Statements of Operations were individually more than 5% of the Company’s total expenses. The Company also confirms that when applicable, it will disclose such expenses separately.

Response: The Company confirms to the Staff that the character of distributions reported in the Company’s Consolidated Statements of Changes in Net Assets is reported on a GAAP basis and is consistent with AICPA Statement of Position 93-2.

Response: The Company acknowledges the Staff’s comment and confirms to the Staff that in addition to the share and dollar information disclosed in the Statement of Changes in Net Assets, it will also add the above-referenced disclosure in its notes to the consolidated financial statements in subsequent financial statement filings in response to the Staff’s comment.

Response: The Company confirms to the Staff that all of the Company’s subsidiaries that are required to be consolidated have been included in the Company’s consolidated financial statements.

Response: The Company advises the Staff that none of the escrow receivables reflected in the Consolidated Financial Statements are past due. It should be noted that the Company’s escrow receivables are merely cash amounts held in escrow and therefore are not portfolio investments and would not be included in the fair value hierarchy chart. Going forward, the Company will clarify its disclosure concerning escrow receivables.

Response: The Company advises the Staff that as disclosed in the notes to the Company’s consolidated financial statements, the Company’s only debt issuance, its revolving credit facility, is fair valued in accordance with ASC 825-10. As such all origination costs were expensed at the time of the debt issuance.

Response: The Company acknowledges the Staff’s comment and confirms to the Staff that in accordance with the above-referenced guidance, going-forward, the Company will provide additional disclosure in a chart that clarifies the details of the Company’s fee waiver arrangements that are subject to recoupment. The Company also acknowledges that it has not recouped to date any previously waived fees.

Response: The Company acknowledges the Staff’s comment and confirms to the Staff that it will add the above-referenced disclosure in its subsequent financial statements in response to the Staff’s comment.

Response: The Company acknowledges the Staff’s comment and confirms to the Staff that, going-forward, to the extent the Company waives expenses, it will disclose the percentage of the distributions that were funded from the waiver of such expenses.

Response: The Company currently discloses in Note 2(b) and Note 6 to its Consolidated Financial Statements its use of net asset value as a practical expedient for certain investments that qualify as investment companies. In the case of these specific investments, most of the disclosure requirements in ASC 820-10-50-6(a) are inapplicable. However, the Company acknowledges the Staff’s comment and confirms to the Staff that it will add additional disclosure and/or clarity in its subsequent financial statements in response to the Staff’s comment.

Response: The Company respectfully advises the Staff that the Company already includes the above-referenced disclosure in Note 9(a) to the Company’s Consolidated Financial Statements and will continue to provide such disclosure in future financial statements.

Response: The Company advises the Staff that it accounts for its unfunded commitments as off-balance sheet arrangements. It should be noted that the Company controls the funding on the largest unfunded commitment to significant subsidiary Gemino Healthcare Finance, LLC and may cancel such commitment in its discretion. The remaining unfunded commitments are immaterial to the Company’s financial statements and often will require one or more conditions to be satisfied prior to the Company being required to fund its commitment.

Response: The Company has revised the above-referenced disclosure in response to the Staff’s comment.

Response: The Company confirms that the stock ownership percentages for Michael Gross and Bruce Spohler disclosed on page 3 of the Prospectus are accurate as of the date stated therein.

Response: The Company advises the Staff that “senior loans” and “senior secured loans” are used interchangeably throughout the Prospectus. However, in response to the Staff’s comment, the Company has incorporated clarifying revisions to page 6 of the Prospectus.

Response: The Company has revised the above-referenced disclosure in response to the Staff’s comment.

Response: The Company advises the Staff on a supplemental basis that it revised the above-referenced disclosure to more clearly reflect the requirements of Section 23(b) of the Investment Company Act of 1940, as amended, which provides that a business development company (“BDC”) will not “sell any common stock of which it is the issuer at a price below the current net asset value of such stock, exclusive of any distributing commission or discount.” The Company believes that the revised disclosure more clearly indicates that the proceeds to the Company of an offering of common stock, after deducting any distributing commission or discount, are compared to the current net asset value per share.

Response: The Company has added the above-referenced disclosure in response to the Staff’s comment.

Response: The Company has revised the above-referenced disclosure in response to the Staff’s comment.

Response: The Company has deleted the above-referenced disclosure in response to the Staff’s comment.

Response: The Company has revised the above-referenced disclosure in response to the Staff’s comment.

Response: The Company confirms that the Exemptive Order does not cover the Company’s joint ventures. The Company’s joint ventures will be permitted to co-invest alongside the Company and other applicable Solar funds to which exemptive relief has been granted in certain transactions where the only term negotiated is price, in reliance on the Mass Mutual no-action letters¹ issued by the Staff. Otherwise the Company’s joint ventures are not expected to co-invest in negotiated transactions with the Company and other applicable Solar funds. That said, the Company’s joint ventures are permitted to co-invest alongside its parent BDC, the Company, in reliance on Rule 57b-1 of the Investment Company Act of 1940, as amended.

The Company’s joint ventures involve at least two partners who seek to invest their capital. Each partner has access to investment opportunities and each partner must approve every investment. Since the joint ventures typically pursue an operating strategy that is different from the operating strategy of the Company, conflicts that could give rise to fiduciary duty challenges should not ordinarily arise. Where investments sourced by the Company’s officers are suitable for both the Company and the joint venture, the officers of the Company will determine the allocation of such investments for the Company consistent with their fiduciary duties and separately, any potential allocation to the joint venture is subject to the approval of the third-party joint venture partner. Where investments are sourced by the third-party joint venture partner, officers of the Company will consider the proposed investment for the joint venture and, to the extent the investment opportunity is greater than the capacity of the joint venture, and the investment opportunity is suitable for the Company, the Company may also have the opportunity to invest. In any event, because of the substantial economic interest in the joint ventures held by the Company, any investment allocation to the joint ventures would benefit the Company through its interest therein.

The Company also confirms that all of the co-investment transactions involving the Company or its joint ventures, on the one hand, and the SLRC joint ventures, on the other hand, were executed in third-party syndicated transactions or in secondary market transactions in reliance on the Mass Mutual no-action letters where the only negotiated term by Solar Capital Partners, LLC (the “Adviser”) on behalf of the Company or its joint ventures and the SLRC joint ventures was the price. The Company also confirms that it and its Adviser have complied with all the conditions of the Exemptive Order (including conditions 1, 4 and 9 with regard to the sharing of information about investments).

Response: The Company confirms that in the past it has substantially invested the proceeds from any offering within three to six months.

Response: The Company advises the Staff on a supplemental basis that at least 80% of the value of the Company’s net assets was invested in senior loans as of December 31, 2016. The Company notes that the 79.7% disclosed on page 55 of the Prospectus refers to the Company’s gross portfolio whereas the Company has only committed to invest at least 80% of the value of its net assets in senior loans. The Company has not had any circumstances in which at least 80% of the value of its net assets was not invested in senior loans and, therefore, there has not been a need to implement any specific procedures in this regard.

If you have any questions or additional comments concerning the foregoing, please contact the undersigned at (202) 383-0176 or Vlad Bulkin at (202) 383-0815.