UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or
15(d) of
the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 30, 2010
SOLAR
CAPITAL LTD.
(Exact
name of registrant as specified in its charter)
Maryland |
814-00754 |
26-1381340 |
(State or other jurisdiction |
(Commission File Number) |
(I.R.S. Employer Identification No) |
500 Park Avenue, 5th Floor
New York, NY 10022
(Address
of principal executive offices and zip code)
Registrant’s telephone number, including area code: (212)
993-1670
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01 Regulation FD Disclosure
On November 30, 2010, Solar Capital Ltd. issued a press release, the text of which is attached hereto as Exhibit 99.1.
The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
Exhibit No. |
Description |
99.1 | Press release dated November 30, 2010 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 30, 2010 |
SOLAR CAPITAL LTD. |
|
|
By: |
/s/ Nicholas Radesca |
|
Nicholas Radesca |
|
|
Chief Financial Officer |
Exhibit 99.1
Solar Capital Ltd. Announces Closing of 3 Million Share Private Placement Offering
NEW YORK--(BUSINESS WIRE)--November 30, 2010--Solar Capital Ltd. (NASDAQ: SLRC) announced today the consummation of an approximately 3 million share private placement offering. In connection with its previously announced agreement to sell 1,800,000 shares of common stock, the Company sold an additional 1,050,000 shares of common stock to a group of additional institutional investors. In connection with the transaction, management purchased 115,000 shares.
The investors in the private placement bought shares at a purchase price per share of $22.94, resulting in approximately $68 million of gross proceeds.
“We are very pleased with the continued institutional support we received in this offering,” said Michael Gross, Solar Capital Ltd. Chairman and CEO.
Net proceeds of this offering will be used to partially redeem the Company’s outstanding 8.75% Senior Unsecured Notes at par.
The transaction discussed above involves the sale of the Company’s common stock in a privately-negotiated transaction that was not registered under the Securities Act of 1933, as amended (the “Act”). As a result, the shares of common stock issued in such transaction are subject to certain restrictions on resale imposed under that Act. The Company has agreed to prepare and file a registration statement with the Securities and Exchange Commission to provide for the resale of the common shares issued in the private placement. Such securities may not be offered or sold in the United States absent registration or an applicable exemption from registration. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
ABOUT SOLAR CAPITAL LTD.
Solar Capital Ltd. is a closed-end investment company that has elected to be treated as a business development company under the Investment Company Act of 1940. The Company invests primarily in leveraged, middle market companies in the form of senior secured loans, mezzanine loans, and equity securities.
FORWARD-LOOKING STATEMENTS
Statements included herein may constitute “forward-looking statements,” which relate to future events or our future performance or financial condition. These statements are not guarantees of future performance, condition or results and involve a number of risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in our filings with the Securities and Exchange Commission. Solar Capital Ltd. undertakes no duty to update any forward-looking statements made herein.
CONTACT:
Solar Capital Ltd.
Nick Radesca, 212-993-1660