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 21, 2018
SOLAR CAPITAL LTD.
(Exact name of registrant as specified in its charter)
| Maryland | 814-00754 | 26-1381340 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
500 Park Avenue
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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 – Entry into a Material Definitive Agreement.
On November 21, 2018, Solar Capital Ltd. (the “Company”) entered into Amendment No. 3 (the “Amendment”) to its $530 million senior secured credit facility by and among the Company, the lenders party thereto and Citibank, N.A., as administrative agent (the “Credit Facility”).
The Amendment, among other things, reduced the asset coverage covenant in the Credit Facility from 200% to 150% and made certain related changes to the borrowing base calculations. The size, pricing and other significant terms of the Credit Facility remain unchanged.
The Credit Facility continues to include an “accordion” feature that allows the Company, under certain circumstances, to increase the size of the Credit Facility up to $800 million. The Credit Facility includes usual and customary events of default and covenants for credit facilities of this nature. The description above is only a brief summary of the material provisions of the Amendment.
Item 2.03 – Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure set forth above under Item 1.01 is incorporated by reference herein.
Item 7.01 – Regulation FD Disclosure.
On November 27, 2018, the Registrant issued a press release regarding the Amendment, included herewith as Exhibit 99.1, and by this reference incorporated herein.
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.
| (d) | Exhibits: |
| Exhibit Number |
Description | |
| 99.1 | Press release dated November 27, 2018 | |
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 27, 2018 | SOLAR CAPITAL LTD. | |||||
| By: | /s/ Richard L. Peteka | |||||
| Richard L. Peteka | ||||||
| Secretary | ||||||
Exhibit 99.1
Solar Capital Ltd. Announces Amendment to Its Credit Facility
NEW YORK — November 27, 2018 — Solar Capital Ltd. (NASDAQ: SLRC) (the “Company” or “Solar Capital”), today reported that it has completed an amendment to its senior secured credit facility (“Credit Facility”) to allow it to use the flexibility and incremental leverage provided by the Small Business Credit Availability Act (“SBCAA”).
Solar Capital has amended its $530 million Credit Facility to reduce the asset coverage covenant from 200% to 150% and to make certain related changes to the borrowing base calculations. Pricing and other significant terms remain unchanged. Amendments to adopt the new 150% asset coverage requirement were not required for any of Solar Capital’s other debt agreements.
“With this amendment, we have access to the incremental leverage allowed via the Reduced Asset Coverage Ratio, which Solar Capital’s board of directors and shareholders have previously authorized. The reduction of our asset coverage requirement provides increased flexibility to expand our cash flow and asset-based loan portfolio,” said Michael Gross, CEO and Chairman of Solar Capital. “Additionally, we are confident that this increased flexibility for our unique specialty finance business model, coupled with our conservative investment philosophy, positions us for net investment income growth.”
“We are grateful for the overwhelming support from our financing partners, as well as our independent directors and shareholders,” said Bruce Spohler, Chief Operating Officer of Solar Capital. “Their support highlights the confidence that they have placed in Solar Capital’s strong investment track record and prudent balance sheet management.”
About Solar Capital Ltd.
Solar Capital Ltd. is a closed-end investment company that has elected to be treated as a business development company under the Investment Company Act of 1940. A specialty finance company with expertise in several niche markets, the Company primarily invests directly and indirectly in leveraged, U. S. middle market companies in the form of cash flow senior secured loans including first lien and second lien debt instruments and asset-based loans including senior secured loans collateralized on a first lien basis primarily by current assets.
Forward-Looking Statements
Statements included herein may constitute “forward-looking statements,” which relate to future events or our future performance or financial condition. These statements are not guarantees of future performance, conditions or results and involve a number of risks and uncertainties. Actual results may
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differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in our filings with The Securities and Exchange Commission. Solar Capital Ltd. undertakes no duty to update any forward-looking statements made herein, unless required to do so by applicable law.
Contact
Solar Capital Ltd.
Investor Relations
(646) 308-8770
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