Form 10-Q
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

 

 

 

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

For the Quarter Ended June 30, 2017    

 

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

Commission File Number: 814-00754

 

 

SOLAR CAPITAL LTD.

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   26-1381340
(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  ☒    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, a non-accelerated filer, or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer      Smaller Reporting company  
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.  ☐

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

The number of shares of the registrant’s Common Stock, $.01 par value, outstanding as of July 31, 2017 was 42,260,826.

 

 

 


Table of Contents

SOLAR CAPITAL LTD.

FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2017

TABLE OF CONTENTS

 

     PAGE  

PART I. FINANCIAL INFORMATION

  

Item 1.

  

Financial Statements

  
  

Consolidated Statements of Assets and Liabilities as of June  30, 2017 (unaudited) and December 31, 2016

     3  
  

Consolidated Statements of Operations for the three and six months ended June 30, 2017 (unaudited) and the three and six months ended June 30, 2016 (unaudited)

     4  
  

Consolidated Statements of Changes in Net Assets for the six months ended June 30, 2017 (unaudited) and the year ended December 31, 2016

     5  
  

Consolidated Statements of Cash Flows for the six months ended June  30, 2017 (unaudited) and the six months ended June 30, 2016 (unaudited)

     6  
   Consolidated Schedule of Investments as of June 30, 2017 (unaudited)      7  
   Consolidated Schedule of Investments as of December 31, 2016      11  
   Notes to Consolidated Financial Statements (unaudited)      15  
   Report of Independent Registered Public Accounting Firm      43  

Item 2.

   Management’s Discussion and Analysis of Financial Condition and Results of Operations      44  

Item 3.

   Quantitative and Qualitative Disclosures About Market Risk      68  

Item 4.

   Controls and Procedures      68  

PART II. OTHER INFORMATION

  

Item 1.

   Legal Proceedings      69  

Item 1A.

   Risk Factors      69  

Item 2.

   Unregistered Sales of Equity Securities and Use of Proceeds      69  

Item 3.

   Defaults Upon Senior Securities      69  

Item 4.

   Mine Safety Disclosures      69  

Item 5.

   Other Information      69  

Item 6.

   Exhibits      69  
   Signatures      72  


Table of Contents

PART I. FINANCIAL INFORMATION

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

 

Item 1.    Financial Statements

SOLAR CAPITAL LTD.

CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES

(in thousands, except share amounts)

 

     June 30, 2017
(unaudited)
    December 31,
2016
 

Assets

    

Investments at fair value:

    

Companies less than 5% owned (cost: $725,999 and $815,955, respectively)

   $ 720,088     $ 804,783  

Companies 5% to 25% owned (cost: $8,511 and $8,511, respectively)

     —         777  

Companies more than 25% owned (cost: $478,983 and $477,491, respectively)

     499,280       499,218  

Cash

     3,402       2,152  

Cash equivalents (cost: $399,578 and $309,894, respectively)

     399,578       309,894  

Receivable for investments sold

     7,632       13,602  

Interest receivable

     6,541       8,079  

Dividends receivable

     11,595       10,952  

Other receivable

     58       54  

Prepaid expenses and other assets

     1,313       1,036  
  

 

 

   

 

 

 

Total assets

   $ 1,649,487     $ 1,650,547  
  

 

 

   

 

 

 

Liabilities

    

Revolving credit facility (see notes 6 and 8)

   $ —       $ 115,200  

Unsecured senior notes due 2022 (see notes 6 and 8)

     150,000       50,000  

Unsecured senior notes due 2042 ($100,000 and $100,000 face amounts, respectively, reported net of unamortized debt issuance costs of $2,831 and $2,886, respectively. See note 8)

     97,169       97,114  

Senior secured notes (see notes 6 and 8)

     —         75,000  

Term loan (see notes 6 and 8)

     50,000       50,000  

Distributions payable

     16,904       16,899  

Payable for investments and cash equivalents purchased

     399,578       309,894  

Management fee payable (see note 3)

     6,567       6,870  

Performance-based incentive fee payable (see note 3)

     3,983       4,412  

Interest payable (see note 8)

     1,873       2,225  

Administrative services expense payable (see note 3)

     1,556       3,289  

Other liabilities and accrued expenses

     933       1,137  
  

 

 

   

 

 

 

Total liabilities

   $ 728,563     $ 732,040  
  

 

 

   

 

 

 

Commitments and contingencies (see notes 12, 13, 14 and 15)

    

Net Assets

    

Common stock, par value $0.01 per share, 200,000,000 and 200,000,000 common shares authorized, respectively, and 42,260,826 and 42,248,525 shares issued and outstanding, respectively

   $ 423     $ 422  

Paid-in capital in excess of par

     990,011       989,732  

Distributions in excess of net investment income

     (13,242     (11,847

Accumulated net realized loss

     (62,143     (62,621

Net unrealized appreciation

     5,875       2,821  
  

 

 

   

 

 

 

Total net assets

   $ 920,924     $ 918,507  
  

 

 

   

 

 

 

Net Asset Value Per Share

   $ 21.79     $ 21.74  
  

 

 

   

 

 

 

See notes to consolidated financial statements.

 

3


Table of Contents

SOLAR CAPITAL LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

(in thousands, except share amounts)

 

     Three months ended     Six months ended  
     June 30, 2017     June 30, 2016     June 30, 2017     June 30, 2016  

INVESTMENT INCOME:

        

Interest:

        

Companies less than 5% owned

   $ 21,599     $ 30,702     $ 43,417     $ 54,299  

Companies more than 25% owned

     308       477       642       1,008  

Dividends:

        

Companies less than 5% owned

     6       —         16       —    

Companies more than 25% owned

     11,676       9,866       23,354       19,752  

Other income:

        

Companies less than 5% owned

     237       299       729       299  

Companies more than 25% owned

     62       25       122       44  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total investment income

     33,888       41,369       68,280       75,402  
  

 

 

   

 

 

   

 

 

   

 

 

 

EXPENSES:

        

Management fees (see note 3)

   $ 6,567     $ 7,179     $ 13,286     $ 13,927  

Performance-based incentive fees (see note 3)

     3,983       5,877       8,066       9,112  

Interest and other credit facility expenses (see note 8)

     4,957       5,543       10,626       10,564  

Administrative services expense (see note 3)

     1,313       1,481       2,648       2,800  

Other general and administrative expenses

     989       1,756       1,245       2,551  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total expenses

     17,809       21,836       35,871       38,954  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net investment income

   $ 16,079     $ 19,533     $ 32,409     $ 36,448  
  

 

 

   

 

 

   

 

 

   

 

 

 

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, CASH EQUIVALENTS AND FOREIGN CURRENCIES:

        

Net realized gain (loss) on investments and cash equivalents:

        

Companies less than 5% owned

   $ (90   $ 38     $ 498     $ 38  

Companies 5% to 25% owned

     (4     (100     (19     (100
  

 

 

   

 

 

   

 

 

   

 

 

 

Net realized gain (loss) on investments and cash equivalents

     (94     (62     479       (62

Net realized gain (loss) on foreign currencies

     —         1       (1     2  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net realized gain (loss)

     (94     (61     478       (60
  

 

 

   

 

 

   

 

 

   

 

 

 

Net change in unrealized gain (loss) on investments and cash equivalents:

        

Companies less than 5% owned

     4,441       14,022       5,263       18,995  

Companies 5% to 25% owned

     —         853       (777     127  

Companies more than 25% owned

     (1,643     829       (1,432     7,842  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net change in unrealized gain (loss) on investments and cash equivalents

     2,798       15,704       3,054       26,964  

Net change in unrealized gain (loss) on foreign currencies

     —         (1     —         —    
  

 

 

   

 

 

   

 

 

   

 

 

 

Net change in unrealized gain (loss)

     2,798       15,703       3,054       26,964  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net realized and unrealized gain (loss) on investments, cash equivalents and foreign currencies

     2,704       15,642       3,532       26,904  
  

 

 

   

 

 

   

 

 

   

 

 

 

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS

   $ 18,783     $ 35,175     $ 35,941     $ 63,352  
  

 

 

   

 

 

   

 

 

   

 

 

 

EARNINGS PER SHARE (see note 5)

   $ 0.44     $ 0.83     $ 0.85     $ 1.50  
  

 

 

   

 

 

   

 

 

   

 

 

 

See notes to consolidated financial statements.

 

4


Table of Contents

SOLAR CAPITAL LTD.

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS

(in thousands, except share amounts)

 

     Six months ended
June 30, 2017
(unaudited)
    Year ended
December 31, 2016
 

Increase in net assets resulting from operations:

    

Net investment income

   $ 32,409     $ 71,101  

Net realized gain

     478       776  

Net change in unrealized gain

     3,054       34,938  
  

 

 

   

 

 

 

Net increase in net assets resulting from operations

     35,941       106,815  
  

 

 

   

 

 

 

Distributions to stockholders:

    

From net investment income

     (33,804     (67,598
  

 

 

   

 

 

 

Capital transactions (see note 16):

    

Reinvestment of distributions

     280       —    

Repurchases of common stock

     —         (3,408
  

 

 

   

 

 

 

Net increase (decrease) in net assets resulting from capital transactions

     280       (3,408
  

 

 

   

 

 

 

Total increase in net assets

     2,417       35,809  

Net assets at beginning of period

     918,507       882,698  
  

 

 

   

 

 

 

Net assets at end of period(1)

   $ 920,924     $ 918,507  
  

 

 

   

 

 

 

Capital stock activity:

    

Common stock issued from reinvestment of distributions

     12,301       —    

Common stock repurchased

     —         (216,237
  

 

 

   

 

 

 

Net increase (decrease) from capital stock activity

     12,301       (216,237
  

 

 

   

 

 

 

 

(1) Includes overdistributed net investment income of ($13,242) and ($11,847), respectively.

See notes to consolidated financial statements.

 

5


Table of Contents

SOLAR CAPITAL LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

(in thousands)

 

     Six months ended  
     June 30,
2017
    June 30,
2016
 

Cash Flows from Operating Activities:

    

Net increase in net assets resulting from operations

   $ 35,941     $ 63,352  

Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by (used in) operating activities:

    

Net realized (gain) loss on investments and cash equivalents

     (479     62  

Net realized (gain) loss on foreign currencies

     1       (2

Net change in unrealized (gain) loss on investments and cash equivalents

     (3,054     (26,964

(Increase) decrease in operating assets:

    

Purchase of investments

     (123,405     (230,219

Proceeds from disposition of investments

     212,275       86,931  

Capitalization of payment-in-kind interest

     (101     —    

Collections of payment-in-kind interest

     173       53  

Receivable for investments sold

     5,970       (2,631

Interest receivable

     1,538       (3,655

Dividends receivable

     (643     (938

Other receivable

     (4     (16

Prepaid expenses and other assets

     (277     (253

Increase (decrease) in operating liabilities:

    

Payable for investments and cash equivalents purchased

     89,684       (127,794

Management fee payable

     (303     656  

Performance-based incentive fee payable

     (429     4,469  

Administrative services expense payable

     (1,733     (650

Interest payable

     (352     252  

Other liabilities and accrued expenses

     (204     526  
  

 

 

   

 

 

 

Net Cash Provided by (Used in) Operating Activities

     214,598       (236,821
  

 

 

   

 

 

 

Cash Flows from Financing Activities:

    

Cash distributions paid

     (33,519     (33,886

Proceeds from issuance of unsecured debt

     100,000       —    

Deferred financing costs

     55       55  

Repurchase of common stock

     —         (3,408

Proceeds from secured borrowings

     224,200       368,000  

Repayment of secured borrowings

     (414,400     (228,000
  

 

 

   

 

 

 

Net Cash Provided by (Used in) Financing Activities

     (123,664     102,761  
  

 

 

   

 

 

 

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

     90,934       (134,060

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

     312,046       277,570  
  

 

 

   

 

 

 

CASH AND CASH EQUIVALENTS AT END OF PERIOD

   $ 402,980     $ 143,510  
  

 

 

   

 

 

 

Supplemental disclosure of cash flow information:

    

Cash paid for interest

   $ 10,978     $ 10,312  
  

 

 

   

 

 

 

Non-cash financing activities consist of the reinvestment of distributions of $280 and $0 for the six months ended June 30, 2017 and 2016, respectively.

See notes to consolidated financial statements.

 

6


Table of Contents

SOLAR CAPITAL LTD.

CONSOLIDATED SCHEDULE OF INVESTMENTS (unaudited)

June 30, 2017

(in thousands, except share/unit amounts)

 

Description

 

Industry

  Spread
Above
Index(10)
    LIBOR
Floor
    Interest
Rate(1)
    Acquisition
Date
    Maturity
Date
    Par
Amount
    Cost     Fair
Value
 

Bank Debt/Senior Secured Loans — 79.1%

                 

AccentCare, Inc.(12)

  Health Care Providers & Services     L+950       1.00     10.72     9/3/2015       9/3/2022     $ 10,000     $ 9,859     $ 9,775  

Achaogen, Inc.(6)(12)

  Pharmaceuticals     L+699       1.00     8.03     8/5/2015       8/5/2019       25,000       25,598       25,925  

Aegis Toxicology Sciences Corporation(12)

  Health Care Providers & Services     L+850       1.00     9.79     2/20/2014       8/24/2021       31,000       30,563       29,915  

AgaMatrix, Inc.(12)

  Health Care Equipment & Supplies     L+835       —         9.40     2/6/2015       2/1/2019       6,667       6,810       6,833  

AirXpanders, Inc.(12)

  Health Care Equipment & Supplies     —         —         7.34     4/22/2016       7/14/2017       250       320       269  

American Teleconferencing Services, Ltd. (PGI)(12)

  Communications Equipment     L+650       1.00     7.72     5/5/2016       12/8/2021       22,221       21,620       22,221  

Amerilife Group, LLC(12)

  Insurance     L+875       1.00     9.91     7/9/2015       1/10/2023       15,000       14,758       14,738  

Argo Turboserve Corporation & Argo Tech, LLC ††(12)

  Air Freight & Logistics     L+1225 (11)      —         13.46     5/2/2014       5/2/2018       11,903       11,698       11,844  

aTyr Pharma, Inc.(12)

  Pharmaceuticals     P+410       —         8.10     11/18/2016       11/18/2020       7,500       7,419       7,425  

AviatorCap SII, LLC I(3)(12)

  Aerospace & Defense     —         —         12.00     5/31/2011       1/31/2019       266       266       266  

Axcella Health Inc.(12)

  Pharmaceuticals     L+880       —         9.84     8/7/2015       8/31/2019       20,000       20,440       20,400  

Bishop Lifting Products, Inc.(8)(12)

  Trading Companies & Distributors     L+800       1.00     9.23     3/24/2014       3/27/2022       25,000       24,841       22,750  

Breathe Technologies, Inc.(12)

  Health Care Equipment & Supplies     L+830       —         9.34     11/5/2015       11/5/2019       15,000       15,310       13,650  

CardioDx, Inc.(12)

  Health Care Providers & Services     P+670       —         10.95     6/18/2015       4/1/2019       5,500       5,870       5,775  

CardioFocus, Inc.(12)

  Health Care Equipment & Supplies     L+750       —         8.58     3/31/2017       7/1/2020       4,300       4,263       4,278  

Cardiva Medical, Inc.(12)

  Health Care Equipment & Supplies     L+865       —         9.69     2/2/2017       2/2/2021       6,000       6,055       6,015  

CAS Medical Systems, Inc.(12)

  Health Care Equipment & Supplies     L+875       —         9.79     6/30/2016       7/1/2020       6,000       6,042       6,030  

Cianna Medical, Inc.(12)

  Health Care Equipment & Supplies     L+900       —         10.04     9/28/2016       9/28/2020       7,500       7,538       7,500  

Clinical Ink, Inc.(12)

  Health Care Technology     L+850       0.70     9.55     3/8/2016       3/8/2020       5,958       5,987       5,929  

Conventus Orthopaedics, Inc.(12)

  Health Care Equipment & Supplies     L+865       —         9.73     6/15/2016       6/1/2020       5,250       5,233       5,092  

Datapipe, Inc.(12)

  IT Services     L+800       1.00     9.17     8/14/2014       9/15/2019       27,000       26,691       27,000  

Direct Buy Inc.(4)(12)** ††

  Multiline Retail     —         —         12.00 % PIK      11/5/2012       10/31/2019       11,439       8,511       —    

DISA Holdings Acquisition Subsidiary Corp.(12)

  Professional Services     L+850       1.00     9.65     12/9/2014       6/9/2021       51,476       50,952       51,476  

Easyfinancial Services, Inc.(5)(6)(12)

  Consumer Finance     BA+699       1.00     7.99     9/27/2012       10/4/2019     C$ 10,000       9,261       7,692  

Falmouth Group Holdings Corp. (AMPAC)(12)

  Chemicals     L+675       1.00     8.05     12/7/2015       12/14/2021     $ 10,113       10,067       10,113  

Global Tel*Link Corporation

  Communications Equipment     L+375       1.25     5.05     11/6/2015       5/23/2020       7,236       6,066       7,252  

Global Tel*Link Corporation

  Communications Equipment     L+775       1.25     9.05     5/21/2013       11/23/2020       18,500       18,291       18,477  

Greystone Select Holdings LLC & Greystone & Co., Inc.(12)

  Thrifts & Mortgage Finance     L+800       1.00     9.24     3/29/2017       4/17/2024       20,000       19,804       19,800  

IHS Intermediate, Inc.(12)

  Health Care Providers & Services     L+825       1.00     9.41     6/19/2015       7/20/2022       25,000       24,608       24,375  

Island Medical Management Holdings, LLC(12)

  Health Care Providers & Services     L+550       1.00     6.68     3/31/2017       9/1/2022       4,627       4,581       4,580  

K2 Pure Solutions NoCal, L.P.(12)

  Chemicals     L+900       1.00     10.23     8/19/2013       2/19/2021       7,475       7,388       7,251  

Kore Wireless Group, Inc.(12)

  Wireless Telecommunication Services     L+825       1.00     9.55     9/12/2014       3/12/2021       55,500       54,783       54,945  

Lumeris Solutions Company, LLC(12)

  Health Care Technology     L+860       0.25     9.68     3/22/2017       2/1/2020       16,000       15,970       16,000  

Mitralign, Inc.(12)

  Health Care Equipment & Supplies     —         —         9.48     4/22/2016       12/1/2018       1,250       1,227       1,244  

MRI Software LLC(12)

  Software     L+600       1.00     7.30     6/7/2017       6/30/2023       7,674       7,597       7,597  

Nabsys 2.0 LLC(12)

  Life Sciences Tools & Services     —         —         8.90     4/22/2016       10/13/2018       3,683       3,825       3,757  

PhyMed Management LLC(12)

  Health Care Providers & Services     L+875       1.00     9.97     12/18/2015       5/18/2021       32,321       31,323       31,271  

PQ Bypass, Inc.(12)

  Health Care Equipment & Supplies     L+885       —         9.89     4/21/2016       4/21/2020       5,000       4,972       4,975  

Rapid Micro Biosystems, Inc.(12)

  Life Sciences Tools & Services     L+880       —         9.85     6/30/2015       6/30/2019       16,000       16,471       15,760  

Rug Doctor LLC(3)(12)

  Diversified Consumer Services     L+975       1.50     11.25     12/23/2013       12/31/2018       9,111       8,972       9,111  

Salient Partners, L.P.(12)

  Asset Management     L+850       1.00     9.66     6/10/2015       6/9/2021       14,380       14,175       14,380  

scPharmaceuticals, Inc.(12)

  Pharmaceuticals     L+845       —         9.53     5/23/2017       5/1/2021       5,000       4,925       4,920  

Scynexis, Inc.(12)

  Pharmaceuticals     L+849       —         9.57     9/30/2016       9/30/2020       15,000       14,926       14,850  

SentreHeart, Inc.(12)

  Health Care Equipment & Supplies     L+885       —         9.89     11/15/2016       11/15/2020       10,000       9,868       9,900  

SOINT, LLC(3)(12)

  Aerospace & Defense     —         —         15.00     6/8/2012       11/30/2018       311       311       311  

Southern Auto Finance Company(6)(12)

  Consumer Finance     —         —         11.15     10/19/2011       12/4/2018       25,000       24,858       24,750  

Sunesis Pharmaceuticals, Inc.(12)

  Pharmaceuticals     L+854       —         9.62     3/31/2016       4/1/2020       3,750       3,733       3,769  

TMK Hawk Parent, Corp. (TriMark)(12)

  Trading Companies and Distributors     L+750       1.00     8.73     9/26/2014       10/1/2022       20,000       19,854       20,000  

TouchTunes Interactive Networks, Inc.(12)

  Media     L+825       1.00     9.47     5/28/2015       5/27/2022       14,000       13,838       13,930  

Trevi Therapeutics, Inc.(12)

  Pharmaceuticals     L+775       —         8.80     12/29/2014       6/29/2018       4,469       4,754       4,625  

Vapotherm, Inc.(12)

  Health Care Equipment & Supplies     L+899       —         10.03     11/16/2016       5/16/2021       20,000       19,916       19,900  

Varilease Finance, Inc.(12)

  Multi-Sector Holdings     L+825       1.00     9.40     8/22/2014       8/24/2020       48,000       47,475       48,000  
               

 

 

   

 

 

 

Total Bank Debt/Senior Secured Loans

 

  $ 740,483     $ 728,641  
               

 

 

   

 

 

 

 

See notes to consolidated financial statements.

 

7


Table of Contents

SOLAR CAPITAL LTD.

CONSOLIDATED SCHEDULE OF INVESTMENTS (unaudited)(continued)

June 30, 2017

(in thousands, except share/unit amounts)

 

Description

 

Industry

  Spread
Above
Index(10)
    LIBOR
Floor
    Interest
Rate(1)
    Acquisition
Date
    Maturity
Date
    Par
Amount
    Cost     Fair
Value
 
                                      Shares/Units              

Preferred Equity—1.5%

                 

SOAGG LLC (3)(6)(7)(12)

  Aerospace & Defense     —         —         8.00     12/14/2010       6/30/2018       4,934     $ 4,934     $ 5,114  

SOINT, LLC (3)(6)(7)(12)

  Aerospace & Defense     —         —         15.00     6/8/2012       6/30/2018       86,667       8,667       9,022  
               

 

 

   

 

 

 

Total Preferred Equity

 

  $ 13,601     $ 14,136  
               

 

 

   

 

 

 

 

Description

 

Industry

  Acquisition
Date
    Maturity
Date
    Shares/
Units
    Cost     Fair
Value
 

Common Equity/Equity Interests/Warrants—51.8%

           

Ark Real Estate Partners LP(2)(3)(12)*

  Diversified Real Estate Activities     3/12/2007         —       $ 527     $ 263  

Ark Real Estate Partners II LP(2)(3)(12)*

  Diversified Real Estate Activities     10/23/2012         —         12       6  

aTyr Pharma, Inc. Warrants(12)*

  Pharmaceuticals     11/18/2016         68,604       89       63  

B Riley Financial Inc.(6)

  Research & Consulting Services     3/16/2007         38,015       2,684       705  

CardioDx, Inc. Warrants(12)*

  Health Care Providers & Services     6/18/2015         39,863       129       —    

CardioFocus, Inc. Warrants(12)*

  Health Care Equipment & Supplies     3/31/2017         357,643       42       41  

CAS Medical Systems, Inc. Warrants(12)*

  Health Care Equipment & Supplies     6/30/2016         48,491       38       7  

Cianna Medical, Inc. Warrants(12)*

  Health Care Equipment & Supplies     9/28/2016         112,158       47       47  

Conventus Orthopaedics, Inc. Warrants(12)*

  Health Care Equipment & Supplies     6/15/2016         157,500       65       50  

Crystal Financial LLC(3)(6)(12)

  Diversified Financial Services     12/28/2012         280,303       280,737       305,000  

Direct Buy Inc.(4)(12)*

  Multiline Retail     11/5/2012         76,999       —         —    

Essence Group Holdings Corporation (Lumeris) Warrants(12)*

  Health Care Technology     3/22/2017         208,000       63       55  

PQ Bypass, Inc. Warrants(12)*

  Health Care Equipment & Supplies     4/21/2016         176,471       70       45  

RD Holdco Inc. (Rug Doctor)(3)(12)*

  Diversified Consumer Services     12/23/2013         231,177       15,683       11,060  

RD Holdco Inc. (Rug Doctor) Class B(3)(12)*

  Diversified Consumer Services     12/23/2013         522       5,216       5,216  

RD Holdco Inc. (Rug Doctor) Warrants(3)(12)*

  Diversified Consumer Services     12/23/2013         30,370       381       63  

Scynexis, Inc. Warrants(12)*

  Pharmaceuticals     9/30/2016         122,435       105       2  

Senior Secured Unitranche Loan Program LLC(3)(6)(12).

  Asset Management     11/25/2015         —         101,878       101,448  

Senior Secured Unitranche Loan Program II LLC(3)(6)(12)

  Asset Management     8/5/2016         —         51,399       52,400  

SentreHeart, Inc. Warrants(12)*

  Health Care Equipment & Supplies     11/15/2016         261,825       126       94  

Sunesis Pharmaceuticals, Inc. Warrants(12)*

  Pharmaceuticals     3/31/2016         104,001       118       26  
 

 

 

   

 

 

 

Total Common Equity/Equity Interests/Warrants

 

  $ 459,409     $ 476,591  
 

 

 

   

 

 

 

Total Investments (9)—132.4%

 

  $ 1,213,493     $ 1,219,368  
         

 

 

   

 

 

 
                    Par Amount              

Cash Equivalents—43.4%

           

U.S. Treasury Bill

 

Government

    6/30/2017       8/17/2017     $ 400,000     $ 399,578     $ 399,578  
         

 

 

   

 

 

 

Total Investments & Cash Equivalents—175.8%

 

  $ 1,613,071     $ 1,618,946  

Liabilities in Excess of Other Assets—(75.8%)

 

    (698,022
           

 

 

 

Net Assets—100.0%

 

  $ 920,924  
           

 

 

 

 

See notes to consolidated financial statements.

 

8


Table of Contents

SOLAR CAPITAL LTD.

CONSOLIDATED SCHEDULE OF INVESTMENTS (unaudited)(continued)

June 30, 2017

(in thousands, except share/unit amounts)

 

(1) Floating rate debt investments typically bear interest at a rate determined by reference to the London Interbank Offered Rate (“LIBOR”), and which typically reset monthly, quarterly or semi-annually. For each debt investment we have provided the current interest rate in effect as of June 30, 2017.
(2) Ark Real Estate Partners is held through SLRC ADI Corp., a taxable subsidiary.
(3) Denotes investments in which we are deemed to exercise a controlling influence over the management or policies of a company, as defined in the Investment Company Act of 1940 (“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 six months ended June 30, 2017 in these controlled investments are as follows:

 

Name of Issuer

   Fair Value at
December 31,
2016
     Gross
Additions
     Gross
Reductions
     Realized
Gain
(Loss)
     Change in
Unrealized
Gain
(Loss)
    Interest/
Dividend
/Other
Income
     Fair Value at
June 30,
2017
 

Ark Real Estate Partners LP

   $ 336      $ —        $ —        $ —        $ (73   $ —        $ 263  

Ark Real Estate Partners II LP

     8        —          —          —          (2     —          6  

AviatorCap SII, LLC I

     497        —          231        —          —         23        266  

Crystal Financial LLC

     305,000        —          —          —          —         15,800        305,000  

RD Holdco Inc. (Rug Doctor, common equity)

     13,574        —          —          —          (2,514     —          11,060  

RD Holdco Inc. (Rug Doctor, class B)

     5,216        —          —          —          —         —          5,216  

RD Holdco Inc. (Rug Doctor, warrants)

     168        —          —          —          (105     —          63  

Rug Doctor LLC

     9,111        —          —          —          (46     570        9,111  

Senior Secured Unitranche Loan Program LLC

     100,653        —          —          —          795       4,361        101,448  

Senior Secured Unitranche Loan Program II LLC

     47,363        4,436        —          —          601       2,452        52,400  

SOAGG LLC

     5,806        —          687        —          (5     209        5,114  

SOINT, LLC

     2,386        —          2,075        —          (5     58        311  

SOINT, LLC (preferred equity)

     9,100        —          —          —          (78     645        9,022  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 
   $ 499,218      $ 4,436      $ 2,993      $ —        $ (1,432   $ 24,118      $ 499,280  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

 

(4) 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 six months ended June 30, 2017 in these affiliated investments are as follows:

 

Name of Issuer

   Fair Value at
December 31,
2016
     Gross
Additions
     Gross
Reductions
     Realized
Gain
(Loss)
    Change in
Unrealized
Gain
(Loss)
    Interest/
Dividend
Income
     Fair Value at
June 30,
2017
 

Direct Buy Inc. (common equity)

   $ —        $ —        $ —        $ —       $ —       $ —        $ —    

Direct Buy Inc. (senior secured loan)

     777        333        —          —         (777     —          —    

DSW Group Holdings LLC

     —          —          —          (19 )†     —         —          —    
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

    

 

 

 
   $ 777      $ 333      $ —        $ (19   $ (777   $ —        $ —    
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

    

 

 

 
(5) The following entity is domiciled outside the United States and the investments are denominated in Canadian Dollars: Easyfinancial Services, Inc. in Canada.
(6) 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 June 30, 2017, on a fair value basis, non-qualifying assets in the portfolio represented 32.0% of the total assets of the Company.

 

See notes to consolidated financial statements.

 

9


Table of Contents

SOLAR CAPITAL LTD.

CONSOLIDATED SCHEDULE OF INVESTMENTS (unaudited)(continued)

June 30, 2017

(in thousands, except share/unit amounts)

 

(7) Solar Capital Ltd.’s investments in SOAGG, LLC and SOINT, LLC include a two and one dollar investment in common shares, respectively.
(8) Bishop Lifting Products, Inc., SEI Holding I Corporation, Singer Equities, Inc. & Hampton Rubber Company are co-borrowers.
(9) Aggregate net unrealized depreciation for U.S. federal income tax purposes is $647; aggregate gross unrealized appreciation and depreciation for federal tax purposes is $27,371 and $28,018, respectively, based on a tax cost of $1,220,015. All of the Company’s investments are pledged as collateral against the borrowings outstanding on the revolving credit facility.
(10) 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.
(11) Spread is 10.25% Cash / 2.00% PIK.
(12) Investment valued using significant unobservable inputs.
* Non-income producing security.
** Investment is on non-accrual status.
Represents estimated change in receivable balance.
†† Investment contains a payment-in-kind (“PIK”) feature.

 

Industry Classification

   Percentage of Total
Investments (at fair value) as
of June 30, 2017
 

Diversified Financial Services

     25.0

Asset Management

     13.8

Health Care Providers & Services

     8.7

Health Care Equipment & Supplies

     7.1

Pharmaceuticals

     6.7

Wireless Telecommunication Services

     4.5

Professional Services

     4.2

Multi-Sector Holdings

     3.9

Communications Equipment

     3.9

Trading Companies & Distributors

     3.5

Consumer Finance

     2.7

IT Services

     2.2

Diversified Consumer Services

     2.1

Health Care Technology

     1.8

Thrifts & Mortgage Finance

     1.6

Life Sciences Tools & Services

     1.6

Chemicals

     1.5

Insurance

     1.2

Aerospace & Defense

     1.2

Media

     1.1

Air Freight & Logistics

     1.0

Software

     0.6

Research & Consulting Services

     0.1

Diversified Real Estate Activities

     0.0
  

 

 

 

Total Investments

     100.0
  

 

 

 

See notes to consolidated financial statements.

 

10


Table of Contents

SOLAR CAPITAL LTD.

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2016

(in thousands)

 

Description

 

Industry

  Spread
Above
Index(10)
    LIBOR
Floor
    Interest
Rate(1)
    Acquisition
Date
    Maturity
Date
    Par Amount     Cost     Fair
Value
 

Bank Debt/Senior Secured Loans — 85.8%

                 

AccentCare, Inc.

  Health Care Providers & Services     L+950       1.00     10.50     9/3/2015       9/3/2022     $ 17,500     $ 17,235     $ 17,369  

Achaogen, Inc.(6)

  Pharmaceuticals     L+699       1.00     7.99     8/5/2015       8/5/2019       25,000       25,297       25,625  

Aegis Toxicology Sciences Corporation

  Health Care Providers & Services     L+850       1.00     9.50     2/20/2014       8/24/2021       29,000       28,731       27,115  

AgaMatrix, Inc.

  Health Care Equipment & Supplies     L+835       —         9.00     2/6/2015       2/1/2019       8,667       8,708       8,753  

AirXpanders, Inc.

  Health Care Equipment & Supplies     —         —         7.34     4/22/2016       7/14/2017       1,000       1,015       1,025  

American Teleconferencing Services, Ltd. (PGI)

  Communications Equipment     L+650       1.00     7.50     5/5/2016       12/8/2021       5,591       5,081       5,437  

Amerilife Group, LLC

  Insurance     L+875       1.00     9.75     7/9/2015       1/10/2023       15,000       14,742       14,700  

Argo Turboserve Corporation & Argo Tech, LLC

  Air Freight & Logistics     L+1025       —         11.19     5/2/2014       5/2/2018       12,330       12,330       12,206  

Asurion, LLC

  Insurance     L+750       1.00     8.50     2/27/2014       3/3/2021       3,360       3,140       3,422  

aTyr Pharma, Inc.

  Pharmaceuticals     P+410       —         7.60     11/18/2016       11/18/2020       5,000       4,896       4,880  

AviatorCap SII, LLC I(3)

  Aerospace & Defense     —         —         12.00     5/31/2011       1/31/2019       497       497       497  

Axcella Health Inc.

  Pharmaceuticals     L+880       —         9.41     8/7/2015       8/31/2019       20,000       20,151       20,100  

Bishop Lifting Products, Inc.(8)

  Trading Companies & Distributors     L+800       1.00     9.00     3/24/2014       3/27/2022       25,000       24,827       20,500  

Breathe Technologies, Inc.

  Health Care Equipment & Supplies     L+830       —         8.91     11/5/2015       11/5/2019       15,000       15,089       12,750  

CardioDx, Inc.

  Health Care Providers & Services     P+670       —         10.45     6/18/2015       4/1/2019       7,000       7,205       6,860  

Cardiva Medical, Inc.

  Health Care Equipment & Supplies     L+870       —         9.31     8/19/2015       8/19/2019       8,500       8,645       8,585  

CAS Medical Systems, Inc.

  Health Care Equipment & Supplies     L+875       —         9.36     6/30/2016       7/1/2020       6,000       6,003       6,000  

Cerapedics, Inc.

  Health Care Equipment & Supplies     —         —         8.68-8.78     4/22/2016       3/1/2019       6,394       6,181       6,394  

Cianna Medical, Inc.

  Health Care Equipment & Supplies     L+900       —         9.61     9/28/2016       9/28/2020       6,000       5,988       6,000  

Clinical Ink, Inc.

  Health Care Technology     L+850       0.70     9.20     3/8/2016       3/8/2020       6,500       6,490       6,435  

Conventus Orthopaedics, Inc.

  Health Care Equipment & Supplies     L+865       —         9.28     6/15/2016       6/1/2020       5,250       5,182       5,198  

Datapipe, Inc.

  IT Services     L+800       1.00     9.00     8/14/2014       9/15/2019       27,000       26,629       26,892  

Delphinus Medical Technologies, Inc.

  Health Care Equipment & Supplies     —         —         9.25-9.30     4/22/2016       2/23/2017       400       434       420  

Direct Buy Inc.(4)**

  Multiline Retail     —         —         12.00 % PIK      11/5/2012       10/31/2019       11,105       8,511       777  

DISA Holdings Acquisition Subsidiary Corp.

  Professional Services     L+850       1.00     9.50     12/9/2014       6/9/2021       51,476       50,898       50,704  

Easyfinancial Services, Inc.(5)(6)

  Consumer Finance     BA+699       1.00     7.99     9/27/2012       10/4/2019     C$ 10,000       9,261       7,410  

Emerging Markets Communications, LLC

  Wireless Telecommunication Services     L+962.5       1.00     10.63     6/29/2015       7/1/2022     $ 27,000       26,658       27,000  

Entegrion, Inc.

  Health Care Equipment & Supplies     —         —         10.03     4/22/2016       4/1/2017       400       414       412  

Falmouth Group Holdings Corp. (AMPAC)

  Chemicals     L+675       1.00     7.75     12/7/2015       12/14/2021       10,164       10,114       10,164  

Global Tel*Link Corporation

  Communications Equipment     L+375       1.25     5.00     11/6/2015       5/23/2020       7,328       5,978       7,310  

Global Tel*Link Corporation

  Communications Equipment     L+775       1.25     9.00     5/21/2013       11/23/2020       18,500       18,265       18,012  

Greystone Select Holdings LLC & Greystone & Co., Inc.

  Thrifts & Mortgage Finance     L+800       1.00     9.00     3/25/2014       3/26/2021       9,680       9,642       9,559  

Hyland Software, Inc.

  Software     L+725       1.00     8.25     6/12/2015       6/30/2023       5,000       4,979       5,000  

IHS Intermediate, Inc.

  Health Care Providers & Services     L+825       1.00     9.25     6/19/2015       7/20/2022       25,000       24,578       24,125  

Inmar Acquisition Sub, Inc.

  Professional Services     L+700       1.00     8.00     1/27/2014       1/27/2022       10,000       9,929       9,850  

K2 Pure Solutions NoCal, L.P

  Chemicals     L+900       1.00     10.00     8/19/2013       2/19/2021       7,475       7,398       7,176  

Kore Wireless Group, Inc.

  Wireless Telecommunication Services     L+825       1.00     9.25     9/12/2014       3/12/2021       55,500       54,704       54,945  

Lumeris Solutions Company, LLC

  Health Care Technology     —         —         9.42     4/22/2016       12/27/2017       8,296       8,458       8,379  

Mitralign, Inc.

  Health Care Equipment & Supplies     —         —         9.48     4/22/2016       12/1/2018       1,667       1,604       1,658  

Nabsys 2.0 LLC

  Life Sciences Tools & Services     —         —         8.90     4/22/2016       10/13/2018       5,064       4,959       5,115  

PhyMed Management LLC

  Health Care Providers & Services     L+875       1.00     9.75     12/18/2015       5/18/2021       32,321       31,222       31,190  

PQ Bypass, Inc.

  Health Care Equipment & Supplies     L+885       —         9.46     4/21/2016       4/21/2020       5,000       4,933       4,950  

Rapid Micro Biosystems, Inc.

  Life Sciences Tools & Services     L+880       —         9.42     6/30/2015       6/30/2019       16,000       16,331       15,760  

Rug Doctor LLC(3)

  Diversified Consumer Services     L+975       1.50     11.25     12/23/2013       12/31/2018       9,111       8,927       9,111  

Salient Partners, L.P

  Asset Management     L+850       1.00     9.50     6/10/2015       6/9/2021       14,993       14,757       14,619  

Scynexis, Inc.

  Pharmaceuticals     L+849       —         9.12     9/30/2016       9/30/2020       15,000       14,806       14,850  

SentreHeart, Inc.

  Health Care Equipment & Supplies     L+885       —         9.46     11/15/2016       11/15/2020       7,500       7,341       7,325  

SOINT, LLC(3)

  Aerospace & Defense     —         —         15.00     6/8/2012       11/30/2018       2,386       2,381       2,386  

Southern Auto Finance Company(6)

  Consumer Finance     —         —         11.15     10/19/2011       12/4/2018       25,000       24,815       24,500  

Sunesis Pharmaceuticals, Inc.

  Pharmaceuticals     L+854       —         9.17     3/31/2016       4/1/2020       7,500       7,398       7,463  

TierPoint, LLC

  IT Services     L+875-887.5       1.00     9.75-9.88     12/2/2014       12/2/2022       34,000       33,656       33,439  

TMK Hawk Parent, Corp. (TriMark)

  Trading Companies and Distributors     L+750       1.00     8.50     9/26/2014       10/1/2022       20,000       19,843       20,000  

TouchTunes Interactive Networks, Inc.

  Media     L+825       1.00     9.25     5/28/2015       5/27/2022       14,000       13,826       13,825  

Trevi Therapeutics, Inc.

  Pharmaceuticals     L+775       —         8.37     12/29/2014       6/29/2018       6,531       6,720       6,597  

U.S. Anesthesia Partners Inc.

  Health Care Providers & Services     L+925       1.00     10.25     9/24/2014       9/24/2020       30,000       29,795       29,700  

Vapotherm, Inc.

  Health Care Equipment & Supplies     L+899       —         9.60     11/16/2016       5/16/2021       10,000       9,915       9,900  

Varilease Finance, Inc.

  Multi-Sector Holdings     L+825       1.00     9.25     8/22/2014       8/24/2020       48,000       47,405       47,880  
               

 

 

   

 

 

 

Total Bank Debt/Senior Secured Loans

 

  $ 804,917     $ 788,254  
               

 

 

   

 

 

 

 

See notes to consolidated financial statements.

 

11


Table of Contents

SOLAR CAPITAL LTD.

CONSOLIDATED SCHEDULE OF INVESTMENTS(continued)

December 31, 2016

(in thousands)

 

Description

 

Industry

  Spread
Above
Index(10)
    LIBOR
Floor
    Interest
Rate(1)
    Acquisition
Date
    Maturity
Date
    Par Amount     Cost     Fair
Value
 

Subordinated Debt/Corporate Notes — 3.1%

               

Alegeus Technologies Holdings Corp.

  Health Care Technology     L+1200       1.00     13.00     6/24/2012       2/15/2019       28,200     $ 27,937     $ 28,059  
               

 

 

   

 

 

 
                                      Shares/Units              

Preferred Equity — 1.6%

                 

SOAGG LLC(3)(6)(7)

 

Aerospace & Defense

    —         —         8.00     12/14/2010       6/30/2018       5,622     $ 5,622     $ 5,806  

SOINT, LLC(3)(6)(7)

 

Aerospace & Defense

    —         —         15.00     6/8/2012       6/30/2018       86,667       8,667       9,100  
               

 

 

   

 

 

 

Total Preferred Equity

              $ 14,289     $ 14,906  
               

 

 

   

 

 

 

 

Description

  

Industry

   Interest
Rate(1)
     Acquisition
Date
     Maturity
Date
     Shares/
Units
     Cost      Fair
Value
 

Common Equity/Equity Interests/Warrants—51.6%

                    

Ark Real Estate Partners LP(2)(3)*

   Diversified Real Estate Activities         3/12/2007           —        $ 527      $ 336  

Ark Real Estate Partners II LP(2)(3)*

   Diversified Real Estate Activities         10/23/2012           —          12        8  

aTyr Pharma, Inc. Warrants*

   Pharmaceuticals         11/18/2016           47,771        70        23  

B Riley Financial Inc.(6)

   Research & Consulting Services         3/16/2007           38,015        2,684        701  

CardioDx, Inc. Warrants*

   Health Care Providers & Services         6/18/2015           39,863        129        —    

CAS Medical Systems, Inc. Warrants*

   Health Care Equipment & Supplies         6/30/2016           48,491        38        29  

Cianna Medical, Inc. Warrants*

   Health Care Equipment & Supplies         9/28/2016           89,726        37        52  

Conventus Orthopaedics, Inc. Warrants*

   Health Care Equipment & Supplies         6/15/2016           157,500        65        67  

Crystal Financial LLC(3)(6)

   Diversified Financial Services         12/28/2012           280,303        280,737        305,000  

Direct Buy Inc.(4)*

   Multiline Retail         11/5/2012           76,999        —          —    

PQ Bypass, Inc. Warrants*

   Health Care Equipment & Supplies         4/21/2016           176,471        70        63  

RD Holdco Inc. (Rug Doctor)(3)*

   Diversified Consumer Services         12/23/2013           231,177        15,683        13,574  

RD Holdco Inc. (Rug Doctor) Class B(3)*

   Diversified Consumer Services         12/23/2013           522        5,216        5,216  

RD Holdco Inc. (Rug Doctor) Warrants(3)*

   Diversified Consumer Services         12/23/2013           30,370        381        168  

Scynexis, Inc. Warrants*

   Pharmaceuticals         9/30/2016           122,435        105        90  

Senior Secured Unitranche Loan Program LLC(3)(6)

   Asset Management         11/25/2015           —          101,878        100,653  

Senior Secured Unitranche Loan Program II LLC(3)(6)

   Asset Management         8/5/2016           —          46,963        47,363  

SentreHeart, Inc. Warrants*

   Health Care Equipment & Supplies         11/15/2016           196,369        101        98  

Sunesis Pharmaceuticals, Inc. Warrants*

   Pharmaceuticals         3/31/2016           104,001        118        118  
                 

 

 

    

 

 

 

Total Common Equity/Equity Interests/Warrants

 

   $ 454,814      $ 473,559  
                 

 

 

    

 

 

 

Total Investments (9) — 142.1%

 

   $ 1,301,957      $ 1,304,778  
                 

 

 

    

 

 

 
                               Par
Amount
               

Cash Equivalents — 33.7%

U.S. Treasury Bill

   Government         12/29/2016        2/2/2017      $ 310,000      $ 309,894      $ 309,894  
                 

 

 

    

 

 

 

Total Investments & Cash Equivalents —175.8%

               $ 1,611,851      $ 1,614,672  

Liabilities in Excess of Other Assets — (75.8%)

                    (696,165
                    

 

 

 

Net Assets — 100.0%

                  $ 918,507  
                    

 

 

 

 

(1) Floating rate debt investments typically bear interest at a rate determined by reference to the London Interbank Offered Rate (“LIBOR”), and which typically reset monthly, quarterly or semi-annually. For each debt investment we have provided the current interest rate in effect as of December 31, 2016.
(2) Ark Real Estate Partners is held through SLRC ADI Corp., a taxable subsidiary.

 

See notes to consolidated financial statements.

 

12


Table of Contents

SOLAR CAPITAL LTD.

CONSOLIDATED SCHEDULE OF INVESTMENTS (continued)

December 31, 2016

(in thousands)

 

(3) Denotes investments in which we are deemed to exercise a controlling influence over the management or policies of a company, as defined in the Investment Company Act of 1940 (“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, 2016 in these controlled investments are as follows:

 

Name of Issuer

   Fair Value at
December 31,
2015
     Gross
Additions
     Gross
Reductions
     Realized
Gain
(Loss)
    Interest/
Dividend
/Other
Income
     Fair Value at
December 31,
2016
 

Ark Real Estate Partners LP

   $ 364      $ —        $ —        $ (29   $ —        $ 336  

Ark Real Estate Partners II LP

     9        —          —          (1     —          8  

AviatorCap SII, LLC I

     914        —          417        —         85        497  

AviatorCap SII, LLC II

     350        —          350        —         15        —    

Crystal Financial LLC

     290,000        5,737        —          —         31,600        305,000  

RD Holdco Inc. (Rug Doctor, common equity)

     14,335        —          —          —         —          13,574  

RD Holdco Inc. (Rug Doctor, class B)

     5,216        —          —          —         —          5,216  

RD Holdco Inc. (Rug Doctor, warrants)

     214        —          —          —         —          168  

Rug Doctor LLC

     8,838        —          —          —         1,151        9,111  

Senior Secured Unitranche Loan Program LLC

     80,677        50,093        28,875        —         6,084        100,653  

Senior Secured Unitranche Loan Program II LLC

     —          63,093        16,130        —         1,228        47,363  

SOAGG LLC

     8,632        —          2,590        —         545        5,806  

SOINT, LLC

     5,705        —          3,318        —         602        2,386  

SOINT, LLC (preferred equity)

     9,316        —          —          —         1,304        9,100  
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 
   $ 424,570      $ 118,923      $ 51,680      $ (30   $ 42,614      $ 499,218  
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

 

(4) 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, 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/
Dividend
Income
     Fair Value at
December 31,
2016
 

Direct Buy Inc. (common equity)

   $ —        $ —        $ —        $ —       $ —        $ —    

Direct Buy Inc. (senior secured loan)

     1,233        1,238        —          —         —          777  

DSW Group Holdings LLC

     —          —          —          197     —          —    
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 
   $ 1,233      $ 1,238      $ —        $ 197     $ —        $ 777  
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

 

(5) The following entity is domiciled outside the United States and the investments are denominated in Canadian Dollars: Easyfinancial Services, Inc. in Canada.
(6) 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, 2016, on a fair value basis, non-qualifying assets in the portfolio represented 31.6% of the total assets of the Company.
(7) Solar Capital Ltd.’s investments in SOAGG, LLC and SOINT, LLC include a two and one dollar investment in common shares, respectively.
(8) Bishop Lifting Products, Inc., SEI Holding I Corporation, Singer Equities, Inc. & Hampton Rubber Company are co-borrowers.
(9) Aggregate net unrealized depreciation for U.S. federal income tax purposes is $7,928; aggregate gross unrealized appreciation and depreciation for federal tax purposes is $27,715 and $35,643, respectively, based on a tax cost of $1,312,706. All of the Company’s investments are pledged as collateral against the borrowings outstanding on the revolving credit facility.

 

See notes to consolidated financial statements.

 

13


Table of Contents

SOLAR CAPITAL LTD.

CONSOLIDATED SCHEDULE OF INVESTMENTS (continued)

December 31, 2016

(in thousands)

 

(10) 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.
* Non-income producing security.
** Investment is on non-accrual status.
Represents estimated change in receivable balance.

 

Industry Classification

   Percentage of Total
Investments (at fair value) as
of December 31, 2016
 

Diversified Financial Services

     23.4

Asset Management

     12.5

Health Care Providers & Services

     10.4

Wireless Telecommunication Services

     6.3

Pharmaceuticals

     6.1

Health Care Equipment & Supplies

     6.1

Professional Services

     4.6

IT Services

     4.6

Multi-Sector Holdings

     3.7

Health Care Technology

     3.3

Trading Companies & Distributors

     3.1

Consumer Finance

     2.4

Communications Equipment

     2.4

Diversified Consumer Services

     2.1

Life Sciences Tools & Services

     1.6

Insurance

     1.4

Aerospace & Defense

     1.4

Chemicals

     1.3

Media

     1.1

Air Freight & Logistics

     0.9

Thrifts & Mortgage Finance

     0.7

Software

     0.4

Multiline Retail

     0.1

Research & Consulting Services

     0.1

Diversified Real Estate Activities

     0.0
  

 

 

 

Total Investments

     100.0
  

 

 

 

 

See notes to consolidated financial statements.

 

14


Table of Contents

SOLAR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

June 30, 2017

(in thousands, except share amounts)

Note 1. Organization

Solar Capital LLC, a Maryland limited liability company, was formed in February 2007 and commenced operations on March 13, 2007 with initial capital of $1,200,000 of which 47.04% was funded by affiliated parties.

Immediately prior to our initial public offering, through a series of transactions, Solar Capital Ltd. merged with Solar Capital LLC, leaving Solar Capital Ltd. as the surviving entity (the “Merger”). Solar Capital Ltd. issued an aggregate of approximately 26.65 million shares of common stock and $125,000 in senior unsecured notes to the existing Solar Capital LLC unit holders in connection with the Merger. Solar Capital Ltd. had no assets or operations prior to completion of the Merger and as a result, the historical books and records of Solar Capital LLC have become the books and records of the surviving entity. The number of shares used to calculate weighted average shares for use in computations on a per share basis have been decreased retroactively by a factor of approximately 0.4022 for all periods prior to February 9, 2010. This factor represents the effective impact of the reduction in shares resulting from the Merger.

Solar Capital Ltd. (“Solar Capital”, the “Company”, “we”, “us” or “our”), a Maryland corporation formed in November 2007, 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 FASB Accounting Standards Codification (“ASC”) Topic 946. In addition, for tax purposes, the Company has elected to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).

On February 9, 2010, Solar Capital priced its initial public offering, selling 5.68 million shares, including the underwriters’ over-allotment, at a price of $18.50 per share. Concurrent with this offering, the Company’s senior management purchased an additional 600,000 shares through a private placement, also at $18.50 per share.

The Company’s investment objective is to maximize both current income and capital appreciation through debt and equity investments. The Company invests primarily in leveraged middle market companies in the form of senior secured loans, unitranche loans, mezzanine loans and equity securities. From time to time, we may also invest in public companies that are thinly traded.

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 the 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

 

15


Table of Contents

SOLAR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)(continued)

June 30, 2017

(in thousands, except share amounts)

 

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.

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;

 

  (b) Under procedures established by our board of directors (the “Board”), we value investments, including certain senior secured debt, subordinated debt and other debt securities with maturities greater than 60 days, for which market quotations are readily available, at such market quotations (unless they are deemed not to represent fair value). We attempt to obtain market quotations from at least two brokers or dealers (if available, otherwise from a principal market maker or a primary market dealer or other independent pricing service). We utilize mid-market pricing as a practical expedient for fair value unless a different point within the range is more representative. If and when market quotations are deemed not to represent fair value, we typically utilize independent third-party valuation firms to assist us in determining fair value. Accordingly, such investments go through our multi-step valuation process as described below. In each case, independent valuation firms consider observable market inputs together with significant unobservable inputs in arriving at their valuation recommendations. 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 our Board. Investments that are not publicly traded or whose market quotations are not readily available are valued at fair value as determined in good faith by or under the direction of our Board. Such determination of fair values involves subjective judgments and estimates.

With respect to investments for which market quotations are not readily available or when such market quotations are deemed not to represent fair value, our Board has approved a multi-step valuation process each quarter, as described below:

 

  (1) our quarterly valuation process begins with each portfolio company or investment being initially valued by the investment professionals of the Investment Adviser responsible for the portfolio investment;

 

  (2) preliminary valuation conclusions are then documented and discussed with senior management of the Investment Adviser;

 

  (3) independent valuation firms engaged by our Board conduct independent appraisals and review the Investment Adviser’s preliminary valuations and make their own independent assessment for all material assets;

 

  (4) the audit committee of the Board reviews the preliminary valuation of the Investment Adviser and that of the independent valuation firm and responds to the valuation recommendation of the independent valuation firm to reflect any comments; and

 

  (5) the Board discusses valuations and determines the fair value of each investment in our portfolio in good faith based on the input of the Investment Adviser, the respective independent valuation firm and the audit committee.

 

16


Table of Contents

SOLAR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)(continued)

June 30, 2017

(in thousands, except share amounts)

 

Investments in all asset classes 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 approaches 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, our principal market (as the reporting entity) 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. For the six months ended June 30, 2017, there has been no change to the Company’s valuation approaches or 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 received 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

 

17


Table of Contents

SOLAR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)(continued)

June 30, 2017

(in thousands, except share amounts)

 

  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.

 

  (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 U.S. dollars 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 credit facility (the “Credit Facility”) and its unsecured senior notes due 2022 (the “2022 Unsecured Notes”) (see note 6 and 8), in accordance with ASC 825-10. The Company uses an independent third-party valuation firm to assist in measuring their fair value.

 

  (k) In accordance with ASC 835-30, the Company records origination and other expenses related to certain debt issuances 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 may enter into forward exchange contracts in order to hedge against foreign currency risk. These contracts are marked-to-market by recognizing the difference between the contract exchange rate and the current market rate as unrealized appreciation or depreciation. Realized gains or losses are recognized when contracts are settled.

 

  (m) 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.

 

  (n)

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

 

18


Table of Contents

SOLAR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)(continued)

June 30, 2017

(in thousands, except share amounts)

 

  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 investments may be recognized as income or applied to principal depending on management’s judgment.

 

  (o) 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 October 2016, the U.S. Securities and Exchange Commission adopted new rules and amended rules (together, “final rules”) interned to modernize the reporting and disclosure of information by registered investment companies. In part, the final rules amend Regulation S-X and require standardized, enhanced disclosure about derivatives in investment company financial statements, as well as other amendments. The compliance date for the amendments to Regulation S-X was August 1, 2017. The Company has evaluated the impact that the adoption of the amendments to Regulation S-X on its consolidated financial statements and disclosures and determined that the adoption of the amendments to Regulation S-X has not had a material impact on its consolidated financial statements.

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows, which will amend FASB ASC 230. The amendments in this Update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments in this Update apply to all entities that have restricted cash or restricted cash equivalents and are required to present a statement of cash flows under Topic 230. For public business entities, the amendments are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company is evaluating the impact of ASU 2016-18 on its consolidated financial statements and disclosures.

In December 2016, the FASB issued ASU 2016-19, Technical Corrections and Improvements. As part of this guidance, ASU 2016-19 amends FASB ASC 820 to clarify the difference between a valuation approach and a valuation technique. The amendment also requires an entity to disclose when there has been a change in either or both a valuation approach and/or a valuation technique. ASU 2016-19 is effective on a prospective basis for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016 on a prospective basis. The Company has evaluated the impact of ASU 2016-19 on its consolidated financial statements and disclosures and determined that the adoption of ASU 2016-19 has not had a material impact on its consolidated financial statements.

In March 2017, the FASB issued ASU 2017-08, Premium Amortization on Purchased Callable Debt Securities, which will amend FASB ASC 310-20. The amendments in this Update shorten the amortization period for certain callable debt securities held at a premium, generally requiring the premium to be amortized to the earliest call date. For public business entities, the amendments are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted, including adoption in an interim period. The Company is evaluating the impact of ASU 2017-08 on its consolidated financial statements and disclosures.

 

19


Table of Contents

SOLAR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)(continued)

June 30, 2017

(in thousands, except share amounts)

 

Note 3. Agreements

Solar Capital has an Advisory Agreement with the Investment Adviser, under which the Investment Adviser will manage the day-to-day operations of, and provide investment advisory services to, Solar Capital. For providing these services, the Investment Adviser receives a fee from Solar Capital, consisting of two components—a base management fee and an incentive fee. The base management fee is determined by taking the average value of Solar Capital’s gross assets at the end of the two most recently completed calendar quarters calculated at an annual rate of 2.00%. 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 part is calculated and payable quarterly in arrears based on Solar Capital’s 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 (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that we receive from portfolio companies) accrued during the calendar quarter, minus Solar Capital’s operating expenses for the quarter (including the base management fee, any expenses payable under the Administration Agreement, and any interest expense and distributions paid on any issued and outstanding preferred stock, but excluding the incentive fee). 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 Solar Capital’s net assets at the end of the immediately preceding calendar quarter, is compared to the hurdle rate of 1.75% per quarter (7% annualized). Solar Capital pays the Investment Adviser an incentive fee with respect to Solar Capital’s pre-incentive fee net investment income in each calendar quarter as follows: (1) no incentive fee in any calendar quarter in which Solar Capital’s pre-incentive fee net investment income does not exceed the hurdle rate; (2) 100% of Solar Capital’s 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 rate but is less than 2.1875% in any calendar quarter; and (3) 20% of the amount of Solar Capital’s pre-incentive fee net investment income, if any, that exceeds 2.1875% in any calendar quarter. These calculations are appropriately pro-rated for any period of less than three months.

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 Advisory Agreement, as of the termination date), and will equal 20% of Solar Capital’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 six months ended June 30, 2017 and 2016.

For the three and six months ended June 30, 2017, the Company recognized $6,567 and $13,286, respectively, in base management fees and $3,983 and $8,066, respectively, in performance-based incentive fees. For the three and six months ended June 30, 2016, the Company recognized $7,179 and $13,927, respectively, in base management fees and $5,877 and $9,112, respectively, in performance-based incentive fees.

Solar Capital has also entered into an Administration Agreement with Solar Capital Management, LLC (the “Administrator”) under which the Administrator provides administrative services to Solar Capital. For providing

 

20


Table of Contents

SOLAR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)(continued)

June 30, 2017

(in thousands, except share amounts)

 

these services, facilities and personnel, Solar Capital reimburses the Administrator for Solar Capital’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 Capital’s behalf, managerial assistance to those portfolio companies to which Solar Capital is required to provide such assistance. The Company typically reimburses the Administrator on a quarterly basis.

For the three and six months ended June 30, 2017, the Company recognized expenses under the Administration Agreement of $1,313 and $2,648, respectively. For the three and six months ended June 30, 2016, the Company recognized expenses under the Administration Agreement of $1,481 and $2,800, respectively. No managerial assistance fees were accrued or collected for the three and six months ended June 30, 2017 and 2016.

Note 4. Net Asset Value Per Share

At June 30, 2017, the Company’s total net assets and net asset value per share were $920,924 and $21.79, respectively. This compares to total net assets and net asset value per share at December 31, 2016 of $918,507 and $21.74, 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 six months ended June 30, 2017 and 2016:

 

     Three months ended June 30,      Six months ended June 30,  
     2017      2016      2017      2016  

Earnings per share (basic & diluted)

           

Numerator—net increase in net assets resulting from operations:

   $ 18,783      $ 35,175      $ 35,941      $ 63,352  

Denominator—weighted average shares:

     42,260,420        42,248,525        42,254,506        42,267,866  

Earnings per share:

   $ 0.44      $ 0.83      $ 0.85      $ 1.50  

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 valuations 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:

 

  a) Quoted prices for similar assets or liabilities in active markets;

 

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

 

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

 

21


Table of Contents

SOLAR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)(continued)

June 30, 2017

(in thousands, except share amounts)

 

  d) 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.

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 June 30, 2017 and December 31, 2016:

Fair Value Measurements

As of June 30, 2017

 

     Level 1      Level 2      Level 3      Measured
at Net
Asset
Value*
     Total  

Assets:

              

Bank Debt/Senior Secured Loans

   $ —        $ 25,729      $ 702,912      $ —        $ 728,641  

Preferred Equity

     —          —          14,136        —          14,136  

Common Equity/Equity Interests/Warrants

     705        —          322,038        153,848        476,591  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Investments

   $ 705      $ 25,729      $ 1,039,086      $ 153,848      $ 1,219,368  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Liabilities:

              

Credit Facility and 2022 Unsecured Notes

   $ —        $ —        $ 200,000      $ —        $ 200,000  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

*

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. The two portfolio investments in this category are Senior Secured Unitranche Loan Program, LLC (“SSLP”) and Senior Secured Unitranche Loan Program II, LLC (“SSLP II”). See Note 13 & 14, respectively, for more

 

22


Table of Contents

SOLAR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)(continued)

June 30, 2017

(in thousands, except share amounts)

 

  information on these investments, including their investment strategies and the Company’s unfunded equity commitments to SSLP and SSLP II. Neither of these investments is redeemable by the Company absent an election by the members of the entities to liquidate all investments and distribute the proceeds to the members.

Fair Value Measurements

As of December 31, 2016

 

     Level 1      Level 2      Level 3      Measured
at Net
Asset
Value*
     Total  

Assets:

              

Bank Debt/Senior Secured Loans

   $ —        $ 28,744      $ 759,510      $ —        $ 788,254  

Subordinated Debt/Corporate Notes

     —          —          28,059        —          28,059  

Preferred Equity

     —          —          14,906        —          14,906  

Common Equity/Equity Interests/Warrants

     701        —          324,842        148,016        473,559  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Investments

   $ 701      $ 28,744      $ 1,127,317      $ 148,016      $ 1,304,778  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Liabilities:

              

Credit Facility, Senior Secured Notes and 2022 Unsecured Notes

   $ —        $ —        $ 290,200      $ —        $ 290,200  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

* 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. 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.

 

23


Table of Contents

SOLAR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)(continued)

June 30, 2017

(in thousands, except share amounts)

 

The following tables provide a summary of the changes in fair value of Level 3 assets and liabilities for the six months ended June 30, 2017 and the year ended December 31, 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 June 30, 2017 and December 31, 2016:

Fair Value Measurements Using Level 3 Inputs

 

     Bank Debt/
Senior Secured
Loans
    Subordinated Debt/
Corporate Notes
    Preferred Equity     Common Equity/
Equity
Interests/
Warrants
 

Fair value, December 31, 2016

   $ 759,510     $ 28,059     $ 14,906     $ 324,842  

Total gains or losses included in earnings:

        

Net realized gain (loss)

     396       —         —         —    

Net change in unrealized gain (loss)

     4,807       (122     (83     (2,962

Purchase of investment securities

     118,668       36       —         158  

Proceeds from dispositions of investment securities

     (180,469     (27,973     (687     —    

Transfers in/out of Level 3

     —         —         —         —    
  

 

 

   

 

 

   

 

 

   

 

 

 

Fair value, June 30, 2017

   $ 702,912     $ —       $ 14,136     $ 322,038  
  

 

 

   

 

 

   

 

 

   

 

 

 

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)

   $ 4,960     $ —       $ (83   $ (2,962
  

 

 

   

 

 

   

 

 

   

 

 

 

During the six months ended June 30, 2017, 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 six months ended June 30, 2017:

 

Credit Facility, Senior Secured Notes and 2022 Unsecured Notes

   For the six
months
ended
June 30,
2017
 

Beginning fair value

   $ 290,200  

Net realized (gain) loss

     —    

Net change in unrealized (gain) loss

     —    

Borrowings

     324,200  

Repayments

     (414,400

Transfers in/out of Level 3

     —    
  

 

 

 

Ending fair value

   $ 200,000  
  

 

 

 

 

24


Table of Contents

SOLAR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)(continued)

June 30, 2017

(in thousands, except share amounts)

 

The Company has made an irrevocable election to apply the fair value option of accounting to the Credit Facility and the 2022 Unsecured Notes, in accordance with ASC 825-10. On June 30, 2017, there were borrowings of $50,000 and $150,000, respectively, on the Credit Facility and the 2022 Unsecured Notes. The Company used an independent third-party valuation firm to assist in measuring the fair value of the Credit Facility and the 2022 Unsecured Notes.

Fair Value Measurements Using Level 3 Inputs

 

     Bank Debt/
Senior Secured
Loans
    Subordinated Debt/
Corporate Notes
    Preferred Equity     Common Equity/
Equity
Interests/
Warrants
 

Fair value, December 31, 2015

   $ 800,291     $ 67,314     $ 17,948     $ 310,239  

Total gains or losses included in earnings:

        

Net realized gain (loss)

     702       77       —         (144

Net change in unrealized gain (loss)

     10,613       8,479       (452     8,360  

Purchase of investment securities

     317,268       189       —         6,387  

Proceeds from dispositions of investment securities

     (369,364     (48,000     (2,590     —    

Transfers in/out of Level 3

     —         —         —         —    
  

 

 

   

 

 

   

 

 

   

 

 

 

Fair value, December 31, 2016

   $ 759,510     $ 28,059     $ 14,906     $ 324,842  
  

 

 

   

 

 

   

 

 

   

 

 

 

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)

   $ 6,943     $ 602     $ (452   $ 8,362  
  

 

 

   

 

 

   

 

 

   

 

 

 

During the year ended December 31, 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 year ended December 31, 2016:

 

Credit Facility, Senior Secured Notes and 2022 Unsecured Notes

   For the year
ended
December 31,
2016
 

Beginning fair value

   $ 332,900  

Net realized (gain) loss

     —    

Net change in unrealized (gain) loss

     —    

Borrowings

     728,500  

Repayments

     (771,200

Transfers in/out of Level 3

     —    
  

 

 

 

Ending fair value

   $ 290,200  
  

 

 

 

The Company has made an irrevocable election to apply the fair value option of accounting to the Credit Facility, the Senior Secured Notes and the 2022 Unsecured Notes, in accordance with ASC 825-10. On

 

25


Table of Contents

SOLAR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)(continued)

June 30, 2017

(in thousands, except share amounts)

 

December 31, 2016, there were borrowings of $165,200, $75,000 and $50,000, respectively, on the Credit Facility, the Senior Secured Notes and the 2022 Unsecured Notes. The Company used an independent third-party valuation firm to assist in measuring the fair value of the Credit Facility, the Senior Secured Notes and the 2022 Unsecured Notes.

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 June 30, 2017 is summarized in the table below:

 

   

Asset or
Liability

  Fair Value at
June 30, 2017
   

Principal Valuation

Technique/Methodology

 

Unobservable Input

 

Range (Weighted

Average)

Bank Debt/Senior Secured Loans

  Asset   $ 702,912     Yield Analysis   Market Yield   7.2% – 18.9% (11.4%)

Preferred Equity

  Asset   $ 14,136     Yield Analysis   Market Yield   7.1% – 14.0% (11.5%)

Common Equity/Equity Interests/Warrants

  Asset   $

$

17,038

305,000

 

 

 

Enterprise Value

Enterprise Value

 

EBITDA Multiple

Return on Equity

 

5.5x – 6.5x (6.3x)

1.6% – 13.4% (13.4%)

Credit Facility

  Liability   $ 50,000     Yield Analysis   Market Yield  

L+1.4% – L+4.8%

(L+2.0%)

2022 Unsecured Notes

  Liability   $ 150,000     Yield Analysis   Market Yield   4.5% – 4.7% (4.5%)

 

26


Table of Contents

SOLAR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)(continued)

June 30, 2017

(in thousands, except share amounts)

 

Quantitative information about the Company’s Level 3 asset and liability fair value measurements as of December 31, 2016 is summarized in the table below:

 

   

Asset or
Liability

  Fair Value at
December 31, 2016
   

Principal Valuation

Technique/Methodology

 

Unobservable Input

 

Range (Weighted

Average)

Bank Debt/Senior Secured Loans

  Asset   $

$

758,733

777

 

 

 

Yield Analysis

Enterprise Value

 

Market Yield

EBITDA Multiple

 

8.2% –51.6% (11.5%)

4.0x – 5.0x (4.5x)

Subordinated Debt/Corporate Note

  Asset   $ 28,059     Yield Analysis   Market Yield   14.9% –14.9% (14.9%)

Preferred Equity

  Asset   $ 14,906     Yield Analysis   Market Yield   8.0% –11.3% (10.0%)

Common Equity/Equity Interests/Warrants

  Asset   $

$

19,842

305,000

 

 

 

Enterprise Value

Enterprise Value

 

EBITDA Multiple

Return on Equity

 

5.5x – 6.5x (6.3x)

7.7% – 12.5% (11.9%)

Credit Facility

  Liability   $ 165,200     Yield Analysis   Market Yield  

L+1.4% – L+4.8%

(L+2.0%)

Senior Secured Notes

  Liability   $ 75,000     Yield Analysis   Market Yield   5.6% – 6.1% (5.9%)

2022 Unsecured Notes

  Liability   $ 50,000     Yield Analysis   Market Yield   4.4% – 4.7% (4.4%)

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

Note 7. Derivatives

The Company is exposed to foreign exchange risk through its investments denominated in foreign currencies. The Company may mitigate this risk through the use of foreign currency forward contracts, borrowing in local currency under its Credit Facility, or similar. As an investment company, all changes in the fair value of assets, including changes caused by foreign currency fluctuation, flow through current earnings.

As of June 30, 2017 and December 31, 2016, there were no open forward foreign currency contracts outstanding. The Company also had no derivatives designated as hedging instruments at June 30, 2017 and December 31, 2016.

Note 8. Debt

Unsecured Senior Notes

On November 16, 2012, the Company and U.S. Bank National Association entered into an Indenture and a First Supplemental Indenture relating to the Company’s issuance, offer and sale of $100,000 aggregate principal amount of its 6.75% Unsecured Senior Notes due 2042 (the “2042 Unsecured Notes”). The 2042 Unsecured Notes will mature on November 15, 2042 and may be redeemed in whole or in part at the Company’s option at any time or from time to time on or after November 15, 2017 at a redemption price of $25 per security plus accrued and unpaid interest. The 2042 Unsecured Notes bear interest at a rate of 6.75% per year payable quarterly on February 15, May 15, August 15 and November 15 of each year. The 2042 Unsecured Notes are direct senior unsecured obligations of the Company.

 

27


Table of Contents

SOLAR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)(continued)

June 30, 2017

(in thousands, except share amounts)

 

On November 8, 2016, the Company closed a private offering of $50,000 of the 2022 Unsecured Notes with a fixed interest rate of 4.40% and a maturity date of May 8, 2022. Interest on the 2022 Unsecured Notes is due semi-annually on May 8 and November 8. The 2022 Unsecured Notes were issued in a private placement only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended.

On February 15, 2017, the Company closed a private offering of $100,000 of additional 2022 Unsecured Notes with a fixed interest rate of 4.60% and a maturity date of May 8, 2022. Interest on the 2022 Unsecured Notes is due semi-annually on May 8 and November 8. The 2022 Unsecured Notes were issued in a private placement only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended.

Revolving and Term Loan Facility

On September 30, 2016, the Company entered into a second Credit Facility amendment. Post amendment, the Credit Facility was composed of $505,000 of revolving credit and $50,000 of term loans. Borrowings generally bear interest at a rate per annum equal to the base rate plus a range of 2.00-2.25% or the alternate base rate plus 1.00%-1.25%. The Credit Facility has no LIBOR floor requirement. The Credit Facility matures in September 2021 and includes ratable amortization in the final year. The Credit Facility may be increased up to $800,000 with additional new lenders or an increase in commitments from current lenders. The Credit Facility contains certain customary affirmative and negative covenants and events of default. In addition, the Credit Facility contains certain financial covenants that among other things, requires the Company to maintain a minimum shareholder’s equity and a minimum asset coverage ratio. The Company also pays issuers of funded term loans quarterly in arrears a commitment fee at the rate of 0.25% per annum on the average daily outstanding balance. On February 23, 2017, the Company prepaid its non-extending lenders and terminated their commitments, reducing total outstanding revolving credit commitments by $110,000 to $395,000. At June 30, 2017, outstanding USD equivalent borrowings under the Credit Facility totaled $50,000, comprised solely of outstanding term loans.

Senior Secured Notes

On May 10, 2012, the Company closed a private offering of $75,000 of Senior Secured Notes with a fixed interest rate of 5.875% and a maturity date of May 10, 2017. Interest on the Senior Secured Notes was due semi-annually on May 10 and November 10. The Senior Secured Notes were issued in a private placement only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. On May 10, 2017, the Senior Secured Notes matured and were repaid in full by the Company.

Certain covenants on our issued debt may restrict our business activities, including limitations that could hinder our ability to finance additional loans and investments or to make the distributions required to maintain our status as a RIC under Subchapter M of the Code.

The Company has made an irrevocable election to apply the fair value option of accounting to its Credit Facility and 2022 Unsecured Notes, in accordance with ASC 825-10. We believe accounting for the Credit Facility and 2022 Unsecured Notes 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 Statement of Assets and Liabilities and changes in fair value of the Credit Facility and the 2022 Unsecured Notes are reported in the Consolidated Statement of Operations.

The average annualized interest cost for all borrowings for the six months ended June 30, 2017 and the year ended December 31, 2016 was 5.07% and 4.11%, respectively. These costs are exclusive of other credit facility

 

28


Table of Contents

SOLAR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)(continued)

June 30, 2017

(in thousands, except share amounts)

 

expenses such as unused fees, agency fees and other prepaid expenses related to establishing and/or amending the Credit Facility, the 2022 Unsecured Notes and the 2042 Unsecured Notes (collectively the “Credit Facilities”), if any. During the six months ended June 30, 2017, the Company expensed $591 in conjunction with the February issue of 2022 Unsecured Notes. During the year ended December 31, 2016, the Company expensed $2,781 in conjunction with the September 2016 amendment to the Credit Facility and $280 in conjunction with the November issue of the 2022 Unsecured Notes. The maximum amounts borrowed on the Credit Facilities during the six months ended June 30, 2017 and the year ended December 31, 2016 were $399,200 and $610,900, respectively.

Note 9. Financial Highlights and Senior Securities Table

The following is a schedule of financial highlights for the six months ended June 30, 2017 and for the year ended December 31, 2016:

 

     Six months
ended
June 30, 2017
(unaudited)
    Year ended
December 31,
2016
 

Per Share Data:(a)

    

Net asset value, beginning of year

   $ 21.74     $ 20.79  
  

 

 

   

 

 

 

Net investment income

     0.77       1.68  

Net realized and unrealized gain

     0.08       0.84  
  

 

 

   

 

 

 

Net increase in net assets resulting from operations

     0.85       2.52  

Distributions to stockholders:

    

From net investment income

     (0.80     (1.60

Anti-dilution

     —         0.03  
  

 

 

   

 

 

 

Net asset value, end of period

   $ 21.79     $ 21.74  
  

 

 

   

 

 

 

Per share market value, end of period

   $ 21.87     $ 20.82  

Total Return(b)

     8.85     37.49

Net assets, end of period

   $ 920,924     $ 918,507  

Shares outstanding, end of period

     42,260,826       42,248,525  

Ratios to average net assets(c):

    

Net investment income

     3.53     7.91
  

 

 

   

 

 

 

Operating expenses

     2.75     6.25

Interest and other credit facility expenses*

     1.15     2.73
  

 

 

   

 

 

 

Total expenses

     3.90     8.98
  

 

 

   

 

 

 

Average debt outstanding

   $ 364,330     $ 495,795  

Portfolio turnover ratio

     9.4     31.0

 

(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.
* Ratios shown without the non-recurring costs associated with the amendment of the Credit Facility and establishment of the 2022 Unsecured Notes would be 1.09% and 2.39%, respectively for the periods shown.

 

29


Table of Contents

SOLAR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)(continued)

June 30, 2017

(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 2017 (through June 30, 2017)

   $ —        $ —          —          N/A  

Fiscal 2016

     115,200        990        —          N/A  

Fiscal 2015

     207,900        1,459        —          N/A  

Fiscal 2014

     —          —          —          N/A  

Fiscal 2013

     —          —          —          N/A  

Fiscal 2012

     264,452        1,510        —          N/A  

Fiscal 2011

     201,355        3,757        —          N/A  

Fiscal 2010

     400,000        2,668        —          N/A  

Fiscal 2009

     88,114        8,920        —          N/A  

2022 Unsecured Notes

           

Fiscal 2017 (through June 30, 2017)

   $ 150,000      $ 2,035        —          N/A  

Fiscal 2016

     50,000        430        —          N/A  

2042 Unsecured Notes

           

Fiscal 2017 (through June 30, 2017)

   $ 100,000      $ 1,357        —        $ 1,013  

Fiscal 2016

     100,000        859        —          1,002  

Fiscal 2015

     100,000        702        —          982  

Fiscal 2014

     100,000        2,294        —          943  

Fiscal 2013

     100,000        2,411        —          934  

Fiscal 2012

     100,000        571        —          923  

Senior Secured Notes

           

Fiscal 2017 (through June 30, 2017)

   $ —        $ —          —          N/A  

Fiscal 2016

     75,000        645        —          N/A  

Fiscal 2015

     75,000        527        —          N/A  

Fiscal 2014

     75,000        1,721        —          N/A  

Fiscal 2013

     75,000        1,808        —          N/A  

Fiscal 2012

     75,000        428        —          N/A  

Term Loans

           

Fiscal 2017 (through June 30, 2017)

   $ 50,000      $ 678        —          N/A  

Fiscal 2016

     50,000        430        —          N/A  

Fiscal 2015

     50,000        351        —          N/A  

Fiscal 2014

     50,000        1,147        —          N/A  

Fiscal 2013

     50,000        1,206        —          N/A  

Fiscal 2012

     50,000        285        —          N/A  

Fiscal 2011

     35,000        653        —          N/A  

Fiscal 2010

     35,000        233        —          N/A  

 

30


Table of Contents

SOLAR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)(continued)

June 30, 2017

(in thousands, except share amounts)

 

Class and Year

   Total
Amount
Outstanding(1)
     Asset
Coverage
Per Unit(2)
     Involuntary
Liquidating
Preference
Per Unit(3)
     Average
Market Value
Per Unit(4)
 

Total Senior Securities

           

Fiscal 2017 (through June 30, 2017)

   $ 300,000      $ 4,070        —          N/A  

Fiscal 2016

     390,200        3,354        —          N/A  

Fiscal 2015

     432,900        3,039        —          N/A  

Fiscal 2014

     225,000        5,162        —          N/A  

Fiscal 2013

     225,000        5,425        —          N/A  

Fiscal 2012

     489,452        2,794        —          N/A  

Fiscal 2011

     236,355        4,410        —          N/A  

Fiscal 2010

     435,000        2,901        —          N/A  

Fiscal 2009

     88,114        8,920        —          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 all 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 is allocated based on the amount outstanding in each class of debt at the end of the period. As of June 30, 2017, asset coverage was 407.0%.
(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 except for the 2042 Unsecured Notes which are publicly traded. The Average Market Value Per Unit is calculated by taking the daily average closing price during the period and dividing it by twenty-five dollars per share and multiplying the result by one thousand to determine a unit price per thousand consistent with Asset Coverage Per Unit. The average market value for the fiscal 2017, 2016, 2015, 2014, 2013 and 2012 periods was $101,286, $100,175, $98,196, $94,301, $93,392, and $92,302, respectively.

Note 10. Crystal Financial LLC

On December 28, 2012, we completed the acquisition of Crystal Capital Financial Holdings LLC (“Crystal Financial”), a commercial finance company focused on providing asset-based and other secured financing solutions (the “Crystal Acquisition”). We invested $275,000 in cash to effect the Crystal Acquisition. Crystal Financial owned approximately 98% of the outstanding ownership interest in Crystal Financial LLC. The remaining financial interest was held by various employees of Crystal Financial LLC, through their investment in Crystal Management LP. Crystal Financial LLC had a diversified portfolio of 23 loans having a total par value of approximately $400,000 at November 30, 2012 and a $275,000 committed revolving credit facility. On January 27, 2014, the revolving credit facility was expanded to $300,000. On March 31, 2014, we exchanged $137,500 of our equity interest in Crystal Financial in exchange for $137,500 in floating rate senior secured notes in Crystal Financial bearing interest at LIBOR plus 9.50%, maturing on March 31, 2019. On May 18, 2015, the revolving credit facility was expanded to $350,000. Our financial statements, including our schedule of investments, reflected our investments in Crystal Financial on a consolidated basis. On July 28, 2016, the Company purchased Crystal Management LP’s approximately 2% equity interest in Crystal Financial LLC for approximately $5,737. Upon the closing of this transaction, the Company holds 100% of the equity interest in Crystal Financial LLC. On September 30, 2016, Crystal Capital Financial Holdings LLC was dissolved.

 

31


Table of Contents

SOLAR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)(continued)

June 30, 2017

(in thousands, except share amounts)

 

As of June 30, 2017 Crystal Financial LLC had 26 funded commitments to 24 different issuers with a total par value of approximately $373,199 on total assets of $460,641. As of December 31, 2016, Crystal Financial LLC had 26 funded commitments to 25 different issuers with a total par value of approximately $368,784 on total assets of $459,732. As of June 30, 2017 and December 31, 2016, the largest loan outstanding totaled $38,511 and $36,255, respectively. For the same periods, the average exposure per issuer was $15,550 and $14,751, respectively. Crystal Financial LLC’s credit facility, which is non-recourse to Solar Capital, had approximately $177,597 and $175,422 of borrowings outstanding at June 30, 2017 and December 31, 2016, respectively. For the three months ended June 30, 2017 and 2016, Crystal Financial LLC had net income of $8,031 and $8,465, respectively, on gross income of $15,777 and $17,852, respectively. For the six months ended June 30, 2017 and 2016, Crystal Financial LLC had net income of $15,871 and $17,664, respectively, on gross income of $28,039 and $33,063, respectively. Due to timing and non-cash items, there may be material differences between GAAP net income and cash available for distributions.

Note 11. Stock Repurchase Programs

On July 31, 2013, the Board authorized a program for the purpose of repurchasing up to $100,000 of the Company’s common stock. Under the repurchase program, the Company could have, but was not obligated to, repurchase its outstanding common stock in the open market from time to time provided that the Company complied with the prohibitions under its Insider Trading Policies and Procedures and the guidelines specified in Rules 10b-18 and 10b-5 under the Securities Exchange Act of 1934, as amended, including certain price, market volume and timing constraints. On December 5, 2013, the Board extended the repurchase program to be in place until the earlier of July 31, 2014 or until $100,000 of the Company’s outstanding shares of common stock had been repurchased. On July 31, 2014, the Company’s stock repurchase program expired. During the fiscal year ended December 31, 2014, the Company repurchased 1,779,033 shares at an average price of approximately $21.97 per share, inclusive of commissions. The total dollar amount of shares repurchased in that period was $39,078. During the year ended December 31, 2013, the Company repurchased 796,418 shares at an average price of approximately $21.98 per share, inclusive of commissions, for a total dollar amount of $17,508.

On October 7, 2015, the Board authorized a new share repurchase program to purchase common stock in the open market in an amount up to $30,000. Under the repurchase program, the Company may, but is not obligated to, repurchase its outstanding common stock in the open market from time to time provided that the Company complies with the prohibitions under its Insider Trading Policies and Procedures and the guidelines specified in Rules 10b-18 and 10b-5 under the Securities Exchange Act of 1934, as amended, including certain price, market volume and timing constraints. During the year ended December 31, 2016, the Company repurchased 216,237 shares at an average price of $15.76 per share, inclusive of commissions. The total dollar amount of shares repurchased for the year ended December 31, 2016 was $3,408. On October 7, 2016, the Company’s stock repurchase program expired.

 

32


Table of Contents

SOLAR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)(continued)

June 30, 2017

(in thousands, except share amounts)

 

Note 12. Commitments and Contingencies

The Company had unfunded debt and equity commitments to various delayed draw loans as well as to Crystal Financial LLC. The total amount of these unfunded commitments as of June 30, 2017 and December 31, 2016 is $52,113 and $64,013, respectively, comprised of the following:

 

     June 30,
2017
     December 31,
2016
 

Crystal Financial LLC

   $ 44,263      $ 44,263  

MRI Software LLC

     2,951        —    

aTyr Pharma, Inc.

     2,500        5,000  

CardioFocus, Inc.

     2,000        —    

Island Medical Management Holdings, LLC

     399        —    

Vapotherm, Inc.

     —          10,000  

SentreHeart, Inc.

     —          2,500  

Conventus Orthopaedics, Inc.

     —          2,250  
  

 

 

    

 

 

 

Total Commitments*

   $ 52,113      $ 64,013  
  

 

 

    

 

 

 

 

* The Company controls the funding of the Crystal Financial LLC commitment and may cancel it at its discretion.    

As of June 30, 2017 and December 31, 2016, the Company had sufficient cash available and/or liquid securities available to fund its commitments as well as the commitments to Senior Secured Unitranche Loan Program LLC (“SSLP”) disclosed in Note 13, Senior Secured Unitranche Loan Program II LLC (“SSLP II”) disclosed in Note 14 and Solar Life Science Program LLC (“LSJV”) disclosed in Note 15.

Note 13. Senior Secured Unitranche Loan Program LLC

On September 2, 2014, the Company entered into a limited liability company agreement with an affiliate (the “Investor”) of a fund managed by Pacific Investment Management Company LLC (“PIMCO”) to co-invest in middle market senior secured unitranche loans sourced by the same origination platform used by the Company. Initial funding commitments to the unitranche strategy total $600,000, consisting of direct equity investments and co-investment commitments as described below. The joint venture vehicle known as the SSLP is structured as an unconsolidated Delaware limited liability company. The Company and the Investor initially made equity commitments to the SSLP of $300,000 and $43,250, respectively. All portfolio decisions and generally all other decisions in respect of the SSLP must be approved by an investment committee of the SSLP consisting of representatives of the Company and PIMCO (with approval from a representative of each required).

On October 15, 2015, the Company entered into an amended and restated limited liability company agreement for its SSLP to add Voya Investment Management LLC (“Voya”), part of Voya Financial, Inc. (NYSE: VOYA), as a partner in SSLP in place of the investor that was previously the Company’s partner in SSLP, though this investor may still co-invest up to $300,000 of equity in unitranche loans alongside SSLP. This joint venture is expected to invest primarily in senior secured loans, including unitranche loans, primarily to middle market companies predominantly owned by private equity sponsors or entrepreneurs, consistent with the Company’s core origination and underwriting mandate. In addition to the Company’s prior equity commitment of $300,000 to SSLP, Voya has made an initial equity commitment of $25,000 to SSLP, with the ability to upsize.

 

33


Table of Contents

SOLAR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)(continued)

June 30, 2017

(in thousands, except share amounts)

 

On November 2, 2015, the Company assigned $125,000 of its $300,000 commitment to SSLP to Senior Secured Unitranche Loan Program II LLC (“SSLP II”), a Delaware limited liability company.

On November 25, 2015, SSLP commenced operations. On June 30, 2016, SSLP as transferor and SSLP 2016-1, LLC, a newly formed wholly owned subsidiary of SSLP, as borrower entered into a $200,000 senior secured revolving credit facility (the “SSLP Facility”) with Wells Fargo Bank, NA acting as administrative agent. Solar Capital Ltd. acts as servicer under the SSLP Facility. The SSLP Facility is scheduled to mature on June 30, 2021. The SSLP Facility generally bears interest at a rate of LIBOR plus 2.50%. SSLP and SSLP 2016-1, 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 SSLP Facility also includes usual and customary events of default for credit facilities of this nature. There were $57,748 and $67,148 of borrowings outstanding as of June 30, 2017 and December 31, 2016, respectively. As of June 30, 2017 and December 31, 2016, the Company and Voya had contributed combined equity capital in the amount of $116,433 and $116,433, respectively. Of the $116,433 of contributed equity capital at June 30, 2017, the Company contributed $29,884 in the form of investments and $71,995 in the form of cash and Voya contributed $14,554 in the form of cash. As of June 30, 2017, the Company and Voya’s remaining commitments to SSLP totaled $73,121 and $10,446, respectively. The Company, along with Voya, controls the funding of SSLP and SSLP may not call the unfunded commitments without approval of both the Company and Voya.

As of June 30, 2017 and December 31, 2016, SSLP had total assets of $177,270 and $184,816, respectively. For the same periods, SSLP’s portfolio consisted of floating rate senior secured loans to 10 and 11 different borrowers, respectively. For the three months ended June 30, 2017, SSLP invested $1,537 in 2 portfolio companies. For the three months ended June 30, 2016, SSLP invested $41,548 in 4 portfolio companies. Investments prepaid totaled $33,474 for the three months ended June 30, 2017 and $250 for the three months ended June 30, 2016. At June 30, 2017 and December 31, 2016, the weighted average yield of SSLP’s portfolio was 7.7% and 7.4%, respectively, measured at fair value and 7.8% and 7.5%, respectively, measured at cost.

 

34


Table of Contents

SOLAR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)(continued)

June 30, 2017

(in thousands, except share amounts)

 

SSLP Portfolio as of June 30, 2017

 

Description

  Industry     Spread
Above
Index(1)
    LIBOR
Floor
    Interest
Rate(2)
    Maturity
Date
    Par
Amount
    Cost     Fair
Value(3)
 

AccentCare, Inc.

   

Health Care Providers

& Services

 

 

    L+575       1.00     7.05     9/3/21     $ 12,732     $ 12,694     $ 12,701  

Alera Group Intermediate Holdings, Inc.

    Insurance       L+550       1.00     6.55     12/30/22       14,371       14,237       14,299  

Associated Pathologists, LLC

   
Health Care
Providers & Services
 
 
    L+500       1.00     6.16     8/1/21       3,208       3,182       3,200  

Empower Payments Acquisition, Inc. (RevSpring)

    Professional Services       L+550       1.00     6.80     11/30/23       13,806       13,547       13,667  

Falmouth Group Holdings Corp. (AMPAC)(4)

    Chemicals       L+675       1.00     8.05     12/14/21       34,475       34,065       34,475  

Island Medical Management Holdings, LLC(4)

   
Health Care
Providers & Services
 
 
    L+550       1.00     6.68     9/1/22       13,778       13,643       13,640  

Pet Holdings ULC & Pet Supermarket, Inc.

    Specialty Retail       L+550       1.00     6.60     7/5/22       21,931       21,645       21,712  

PPT Management Holdings, LLC

   
Health Care
Providers & Services
 
 
    L+600       1.00     7.30     12/16/22       11,940       11,829       11,821  

PSKW, LLC & PDR, LLC

   
Health Care
Providers & Services
 
 
    L+425       1.00     5.55     11/25/21       1,925       1,910       1,925  

PSKW, LLC & PDR, LLC

   
Health Care
Providers & Services
 
 
    L+829       1.00     9.59     11/25/21       22,250       21,897       21,888  

VetCor Professional Practices LLC

    Health Care Facilities       L+600       1.00     7.55     4/20/21       23,666       23,511       23,311  
             

 

 

   

 

 

 
              $ 172,160     $ 172,639  
             

 

 

   

 

 

 

 

(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) 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 June 30, 2017.
(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.

 

35


Table of Contents

SOLAR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)(continued)

June 30, 2017

(in thousands, except share amounts)

 

SSLP Portfolio as of December 31, 2016 (audited)

 

Description

  Industry     Spread
Above
Index(1)
    LIBOR
Floor
    Interest
Rate(2)
    Maturity
Date
    Par
Amount
    Cost     Fair
Value(3)
 

AccentCare, Inc.

   

Health Care Providers

& Services

 

 

    L+575       1.00     6.75     9/3/21     $ 4,875     $ 4,875     $ 4,875  

Alera Group Intermediate Holdings, Inc.

    Insurance       L+550       1.00     6.50     12/30/22       13,824       13,686       13,686  

Associated Pathologists, LLC

 

 

Health Care Providers
& Services

 
 

    L+500       1.00     6.00     8/1/21       3,292       3,261       3,275  

CIBT Holdings, Inc.

    Professional Services       L+525       1.00     6.25     6/28/22       13,102       12,979       12,971  

Empower Payments Acquisition, Inc. (RevSpring)

    Professional Services       L+550       1.00     6.50     11/30/23       13,875       13,600       13,597  

Falmouth Group Holdings Corp. (AMPAC) (4)

    Chemicals       L+675       1.00     7.75     12/14/21       34,650       34,202       34,650  

Pet Holdings ULC & Pet Supermarket, Inc.

    Specialty Retail       L+550       1.00     6.50     7/5/22       20,625       20,336       20,367  

PPT Management Holdings, LLC

 

 

Health Care
Providers & Services

 
 

    L+600       1.00     7.00     12/16/22       12,000       11,881       11,880  

PSKW, LLC & PDR, LLC

 

 

Health Care
Providers & Services

 
 

    L+425       1.00     5.25     11/25/21       2,475       2,454       2,475  

PSKW, LLC & PDR, LLC

 

 

Health Care
Providers & Services

 
 

    L+839       1.00     9.39     11/25/21       22,250       21,866       21,861  

U.S. Anesthesia Partners Inc.

 

 

Health Care
Providers & Services

 
 

    L+500       1.00     6.00     12/31/19       19,557       19,407       19,362  

VetCor Professional Practices LLC

    Health Care Facilities       L+625       1.00     7.25     4/20/21       21,818       21,686       21,491  
             

 

 

   

 

 

 
              $ 180,233     $ 180,490  
             

 

 

   

 

 

 

 

(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) 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 December 31, 2016.
(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.

 

36


Table of Contents

SOLAR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)(continued)

June 30, 2017

(in thousands, except share amounts)

 

Below is certain summarized financial information for SSLP as of June 30, 2017 and December 31, 2016 and for the three and six months ended June 30, 2017 and 2016:

 

     June 30, 2017      December 31,
2016 (audited)
 

Selected Balance Sheet Information for SSLP:

     

Investments at fair value (cost $172,160 and $180,233, respectively)

   $ 172,639      $ 180,490  

Cash and other assets

     4,631        4,326  
  

 

 

    

 

 

 

Total assets

   $ 177,270      $ 184,816  
  

 

 

    

 

 

 

Debt outstanding

   $ 57,748      $ 67,148  

Distributions payable

     2,427        1,688  

Interest payable and other credit facility related expenses

     905        660  

Accrued expenses and other payables

     249        287  
  

 

 

    

 

 

 

Total liabilities

   $ 61,329      $ 69,783  
  

 

 

    

 

 

 

Members’ equity

   $ 115,941      $ 115,033  
  

 

 

    

 

 

 

Total liabilities and members’ equity

   $ 177,270      $ 184,816  
  

 

 

    

 

 

 

 

     Three months ended
June 30, 2017
     Three months ended
June 30, 2016
    Six months ended
June 30, 2017
     Six months ended
June 30, 2016
 

Selected Income Statement Information for SSLP:

          

Interest income

   $ 3,788      $ 1,913     $ 7,235      $ 3,759  
  

 

 

    

 

 

   

 

 

    

 

 

 

Service fees*

   $ 30      $ 20     $ 61      $ 35  

Interest and other credit facility expenses

     905        2,651 **      1,686        2,651 ** 

Other general and administrative expenses

     38        30       75        65  
  

 

 

    

 

 

   

 

 

    

 

 

 

Total expenses

     973        2,701       1,822        2,751  
  

 

 

    

 

 

   

 

 

    

 

 

 

Net investment income (loss)

   $ 2,815      $ (788   $ 5,413      $ 1,008  
  

 

 

    

 

 

   

 

 

    

 

 

 

Realized gain on investments

     127        —         127        —    

Net change in unrealized gain (loss) on investments

     248        625       222        (92
  

 

 

    

 

 

   

 

 

    

 

 

 

Net realized and unrealized gain (loss) on investments

     375        625       349        (92
  

 

 

    

 

 

   

 

 

    

 

 

 

Net income (loss)

   $ 3,190      $ (163   $ 5,762      $ 916  
  

 

 

    

 

 

   

 

 

    

 

 

 

 

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

 

37


Table of Contents

SOLAR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)(continued)

June 30, 2017

(in thousands, except share amounts)

 

** SSLP made an irrevocable election to apply the fair value option of accounting to the SSLP Facility, in accordance with ASC 825-10. As such, all expenses related to the establishment of the SSLP Facility were expensed during the periods shown. For the three and six months ended June 30, 2016, these amounts totaled $2,649 and $2,649, respectively.

Note 14. Senior Secured Unitranche Loan Program II LLC

On November 2, 2015, the Company assigned $125,000 of its $300,000 commitment to SSLP to SSLP II, a Delaware limited liability company. On August 5, 2016, the Company entered into an amended and restated limited liability company agreement with WFI Loanco, LLC (“WFI”) and SSLP II commenced operations. SSLP II is expected to invest primarily in senior secured loans, including unitranche loans, primarily to middle market companies predominantly owned by private equity sponsors or entrepreneurs, consistent with the Company’s core origination and underwriting mandate. Also on August 5, 2016, the Company assigned $49,977 of its $125,000 commitment to SSLP II to Senior Secured Unitranche Loan Program III LLC (“SSLP III”), a newly formed Delaware limited liability company. SSLP III, which has not commenced operations, is currently wholly owned by Solar Capital Ltd. but may bring in unaffiliated investors at a later date. The Company and WFI’s equity commitments to SSLP II now total $75,023 and $18,000, respectively.

On November 15, 2016, SSLP II as transferor and SSLP II 2016-1, LLC, a newly formed wholly owned subsidiary of SSLP II, as borrower entered into a $100,000 senior secured revolving credit facility (the “SSLP II Facility”) with Wells Fargo Bank, NA acting as administrative agent. Solar Capital Ltd. acts as servicer under the SSLP II Facility. The SSLP II Facility is scheduled to mature on November 15, 2021. The SSLP II Facility generally bears interest at a rate of LIBOR plus 2.50%. SSLP II and SSLP II 2016-1, 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 SSLP II Facility also includes usual and customary events of default for credit facilities of this nature. There were $48,250 and $32,950 of borrowings outstanding as of June 30, 2017 and December 31, 2016, respectively. As of June 30, 2017 and December 31, 2016, the Company and WFI contributed combined equity capital in the amount of $63,731 and $58,231, respectively. Of the $63,731 of contributed equity capital at June 30, 2017, the Company contributed $43,498 in the form of investments and $7,901 in the form of cash and WFI contributed $12,332 in the form of cash. As of June 30, 2017, the Company and WFI’s remaining commitments to SSLP II totaled $23,624 and $5,668, respectively. The Company, along with WFI, controls the funding of SSLP II and SSLP II may not call the unfunded commitments without approval of both the Company and WFI.

As of June 30, 2017 and December 31, 2016, SSLP II had total assets of $115,454 and $93,467, respectively. For the same periods, SSLP II’s portfolio consisted of floating rate senior secured loans to 15 and 12 different borrowers, respectively. For the three months ended June 30, 2017, SSLP II invested $12,265 in 5 portfolio companies. Investments prepaid totaled $11,173 for the same period. At June 30, 2017 and December 31, 2016, the weighted average yield of SSLP II’s portfolio was 7.5% and 7.6%, respectively, measured at fair value and 8.0% and 7.9%, respectively, measured at cost.

 

38


Table of Contents

SOLAR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)(continued)

June 30, 2017

(in thousands, except share amounts)

 

SSLP II Portfolio as of June 30, 2017

 

Description

 

Industry

  Spread
Above
Index(1)
    LIBOR
Floor
    Interest
Rate(2)
    Maturity
Date
    Par
Amount
    Cost     Fair
Value(3)
 

AccentCare, Inc.

  Health Care Providers & Services     L+575       1.00     7.05     9/3/21     $ 6,956     $ 6,923     $ 6,939  

Alera Group Intermediate Holdings, Inc.

  Insurance     L+550       1.00     6.55     12/30/22       5,389       5,339       5,362  

American Teleconferencing Services, Ltd. (PGI) (4)

  Communications Equipment     L+650       1.00     7.72     12/8/21       14,239       13,006       14,239  

Associated Pathologists, LLC

  Health Care Providers & Services     L+500       1.00     6.16     8/1/21       1,604       1,591       1,600  

Empower Payments Acquisition, Inc. (RevSpring)

  Professional Services     L+550       1.00     6.80     11/30/23       6,903       6,774       6,834  

Falmouth Group Holdings Corp. (AMPAC) (4)

  Chemicals     L+675       1.00     8.05     12/14/21       10,889       10,889       10,889  

Global Holdings LLC & Payment Concepts LLC

  Consumer Finance     L+650       1.00     7.71     5/5/22       8,750       8,579       8,619  

Island Medical Management Holdings, LLC (4)

  Health Care Providers & Services     L+550       1.00     6.68     9/1/22       6,889       6,821       6,820  

Pet Holdings ULC & Pet Supermarket, Inc.

  Specialty Retail     L+550       1.00     6.60     7/5/22       9,650       9,523       9,553  

PetVet Care Centers, LLC

  Health Care Facilities     L+600       1.00     7.22     6/8/23       2,400       2,376       2,376  

Polycom, Inc.

  Communications Equipment     L+525       1.00     6.41     9/27/23       10,639       10,253       10,639  

PPT Management Holdings, LLC

  Health Care Providers & Services     L+600       1.00     7.30     12/16/22       9,950       9,858       9,851  

Professional DataSolutions, Inc.

  Software     L+550       1.00     6.73     5/20/22       5,000       4,928       4,950  

PSKW, LLC & PDR, LLC

  Health Care Providers & Services     L+425       1.00     5.55     11/25/21       770       770       770  

PSKW, LLC & PDR, LLC

  Health Care Providers & Services     L+829       1.00     9.59     11/25/21       8,900       8,761       8,755  

VetCor Professional Practices LLC

  Health Care Facilities     L+600       1.00     7.55     4/20/21       4,588       4,508       4,519  
             

 

 

   

 

 

 
                                      $110,899     $112,715  
             

 

 

   

 

 

 

 

(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) 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 June 30, 2017.
(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.

 

39


Table of Contents

SOLAR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)(continued)

June 30, 2017

(in thousands, except share amounts)

 

SSLP II Portfolio as of December 31, 2016 (audited)

 

Description

 

Industry

  Spread
Above
Index(1)
    LIBOR
Floor
    Interest
Rate(2)
    Maturity
Date
    Par
Amount
    Cost     Fair
Value(3)
 

Alera Group Intermediate Holdings, Inc.

  Insurance     L+550       1.00     6.50     12/30/22     $ 5,184     $ 5,132     $ 5,132  

American Teleconferencing Services, Ltd. (PGI) (4)

  Communications Equipment     L+650       1.00     7.50     12/8/21       14,619       13,244       14,217  

Associated Pathologists, LLC

  Health Care Providers & Services     L+500       1.00     6.00     8/1/21       1,646       1,631       1,638  

CIBT Holdings, Inc.

  Professional Services     L+525       1.00     6.25     6/28/22       5,241       5,191       5,188  

Empower Payments Acquisition, Inc. (RevSpring)

  Professional Services     L+550       1.00     6.50     11/30/23       6,938       6,800       6,799  

Falmouth Group Holdings Corp. (AMPAC) (4)

  Chemicals     L+675       1.00     7.75     12/14/21       10,945       10,945       10,945  

Pet Holdings ULC & Pet Supermarket, Inc.

  Specialty Retail     L+550       1.00     6.50     7/5/22       9,075       8,947       8,962  

Polycom, Inc.

  Communications Equipment     L+650       1.00     7.50     9/27/23       11,605       11,152       11,547  

PPT Management Holdings, LLC

  Health Care Providers & Services     L+600       1.00     7.00     12/16/22       10,000       9,901       9,900  

PSKW, LLC & PDR, LLC

  Health Care Providers & Services     L+425       1.00     5.25     11/25/21       990       990       990  

PSKW, LLC & PDR, LLC

  Health Care Providers & Services     L+839       1.00     9.39     11/25/21       8,900       8,748       8,744  

U.S. Anesthesia Partners Inc.

  Health Care Providers & Services     L+500       1.00     6.00     12/31/19       4,988       4,938       4,938  

VetCor Professional Practices LLC

  Health Care Facilities     L+625       1.00     7.25     4/20/21       2,840       2,787       2,797  
             

 

 

   

 

 

 
                                      $90,406     $91,797  
             

 

 

   

 

 

 

 

(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) 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 December 31, 2016.
(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.

 

40


Table of Contents

SOLAR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)(continued)

June 30, 2017

(in thousands, except share amounts)

 

Below is certain summarized financial information for SSLP II as of June 30, 2017 and December 31, 2016 and for the three and six months ended June 30, 2017:

 

     June 30,
2017
     December 31,
2016 (audited)
 

Selected Balance Sheet Information for SSLP II:

     

Investments at fair value (cost $110,899 and $90,406, respectively)

   $ 112,715      $ 91,797  

Cash and other assets

     2,739        1,670  
  

 

 

    

 

 

 

Total assets

   $ 115,454      $ 93,467  
  

 

 

    

 

 

 

Debt outstanding

   $ 48,250      $ 32,950  

Distributions payable

     1,461        1,460  

Interest payable and other credit facility related expenses

     535        147  

Accrued expenses and other payables

     236        183  
  

 

 

    

 

 

 

Total liabilities

   $ 50,482      $ 34,740  
  

 

 

    

 

 

 

Members’ equity

   $ 64,972      $ 58,727  
  

 

 

    

 

 

 

Total liabilities and members’ equity

   $ 115,454      $ 93,467  
  

 

 

    

 

 

 

 

     Three months
ended
June 30, 2017
     Six months ended
June 30, 2017
 

Selected Income Statement Information for SSLP II:

     

Interest income

   $ 2,162      $ 4,253  
  

 

 

    

 

 

 

Service fees*

   $ 28      $ 52  

Interest and other credit facility expenses

     520        938  

Other general and administrative expenses

     40        65  
  

 

 

    

 

 

 

Total expenses

   $ 588      $ 1,055  
  

 

 

    

 

 

 

Net investment income

   $ 1,574      $ 3,198  
  

 

 

    

 

 

 

Realized gain on investments

     46        46  

Net change in unrealized gain on investments

     122        425  
  

 

 

    

 

 

 

Net realized and unrealized gain on investments

     168        471  
  

 

 

    

 

 

 

Net income

   $ 1,742      $ 3,669  
  

 

 

    

 

 

 

 

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

Note 15. Solar Life Science Program LLC

On February 22, 2017, the Company, through its commitment to SSLP III, and Solar Senior Capital Ltd. formed LSJV with an affiliate of Deerfield Management. SSLP III committed approximately $49,977 to LSJV. On March 10, 2017, SSLP III was dissolved. As of June 30, 2017, LSJV has not commenced operations.

 

41


Table of Contents

SOLAR CAPITAL LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)(continued)

June 30, 2017

(in thousands, except share amounts)

 

Note 16. Capital Share Transactions

As of June 30, 2017 and December 31, 2016, 200,000,000 shares of $0.01 par value capital stock were authorized.

Transactions in capital stock were as follows:

 

     Shares      Amount  
     Six months ended
June 30, 2017
     Year ended
December 31, 2016
     Six months ended
June 30, 2017
     Year ended
December 31, 2016
 

Repurchases of common stock

     —          216,237      $ —        $ 3,408  

Shares issued in reinvestment of distributions

     12,301        —          280        —    
  

 

 

    

 

 

    

 

 

    

 

 

 

Net increase

     12,301        216,237      $ 280      $ 3,408  
  

 

 

    

 

 

    

 

 

    

 

 

 

Note 17. 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 July 31, 2017, the Company completed the acquisition of NEF Holdings, LLC (“NEF”), which conducts its business through its wholly-owned subsidiary Nations Equipment Finance LLC. NEF is an independent equipment finance company that provides senior secured financings to U.S. based companies.

On August 1, 2017, our Board declared a quarterly distribution of $0.40 per share payable on October 3, 2017 to holders of record as of September 21, 2017.

 

42


Table of Contents

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

Solar Capital Ltd.:

We have reviewed the accompanying consolidated statement of assets and liabilities, including the consolidated schedule of investments, of Solar Capital Ltd. (the “Company”) as of June 30, 2017, the related consolidated statements of operations for the three-month and six-month periods ended June 30, 2017 and 2016, the related consolidated statement of changes in net assets for the six-month period ended June 30, 2017, and the related consolidated statements of cash flows for the six-month periods ended June 30, 2017 and 2016. These consolidated interim 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 Capital Ltd., as of December 31, 2016 and the related consolidated statements of operations, changes in net assets, and cash flows for the year ended December 31, 2016, and in our report dated February 22, 2017, we expressed an unqualified opinion on those consolidated financial statements.

/s/ KPMG LLP

New York, New York

August 1, 2017

 

43


Table of Contents

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 Capital LLC, a Maryland limited liability company, was formed in February 2007 and commenced operations on March 13, 2007 with initial capital of $1.2 billion of which 47.04% was funded by affiliated parties.

Solar Capital Ltd. (“Solar Capital”, the “Company”, “we” or “our”), a Maryland corporation formed in November 2007, 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 treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).

On February 9, 2010, we priced our initial public offering, selling 5.68 million shares of our common stock. Concurrent with our initial public offering, Michael S. Gross, our Chairman and Chief Executive Officer, and

 

44


Table of Contents

Bruce Spohler, our Chief Operating Officer, collectively purchased an additional 0.6 million shares of our common stock through a private placement transaction exempt from registration under the Securities Act (the “Concurrent Private Placement”).

We invest primarily in privately held 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 generate both current income and capital appreciation through debt and equity investments. We invest primarily in leveraged middle-market companies in the form of senior secured loans, unitranche loans, mezzanine loans and equity securities. From time to time, we may also invest in public companies that are thinly traded. Our business is focused primarily on the direct origination of investments through portfolio companies or their financial sponsors. Our investments generally range between $5 million and $100 million each, although we expect that this investment size will vary proportionately with the size of our capital base and/or with strategic initiatives. 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.

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 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.

As of June 30, 2017, the Investment Adviser has directly invested approximately $6.3 billion in more than 270 different portfolio companies since 2006. Over the same period, the Investment Adviser completed transactions with more than 180 different financial sponsors.

Recent Developments

On July 31, 2017, the Company completed the acquisition of NEF Holdings, LLC (“NEF”), which conducts its business through its wholly-owned subsidiary Nations Equipment Finance LLC. NEF is an independent equipment finance company that provides senior secured financings to U.S. based companies.

On August 1, 2017, our Board declared a quarterly distribution of $0.40 per share payable on October 3, 2017 to holders of record as of September 21, 2017.

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

 

45


Table of Contents

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

 

46


Table of Contents

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 June 30, 2017, we invested approximately $20.1 million across 5 portfolio companies. This compares to investing approximately $182.7 million in 22 portfolio companies for the three months ended June 30, 2016. Investments sold, prepaid or repaid during the three months ended June 30, 2017 totaled approximately $130.2 million versus approximately $60.7 million for the three months ended June 30, 2016.

At June 30, 2017, our portfolio consisted of 57 portfolio companies and was invested 59.8% in senior secured loans, 1.1% in preferred equity and 39.1% in common equity/equity interests and warrants (of which 25.0% is Crystal Financial LLC, 8.3% is Senior Secured Unitranche Loan Program LLC and 4.3% is Senior Secured Unitranche Loan Program II LLC) measured at fair value versus 74 portfolio companies invested 65.4% in senior secured loans, 5.1% in subordinated debt, 1.0% in preferred equity and 28.5% in common equity/equity interests and warrants (of which 20.1% is Crystal Financial LLC and 6.9% is Senior Secured Unitranche Loan Program LLC) measured at fair value at June 30, 2016.

At June 30, 2017, 96.3% or $1,156.9 million of our income producing investment portfolio* is floating rate and 3.7% or $44.7 million is fixed rate, measured at fair value. At June 30, 2016, 90.4% or $1,318.3 million of our income producing investment portfolio* was floating rate and 9.6% or $139.6 million was fixed rate, measured at fair value. As of both June 30, 2017 and 2016, we had one issuer on non-accrual status.

Since inception through June 30, 2017, Solar Capital and its predecessor companies have invested approximately $4.9 billion in more than 170 portfolio companies. Over the same period, Solar Capital has completed transactions with more than 140 different financial sponsors.

 

* We have included Crystal Financial LLC, Senior Secured Unitranche Loan Program LLC and Senior Secured Unitranche Loan Program II LLC within our income producing investment portfolio.

Crystal Financial LLC

On December 28, 2012, we completed the acquisition of Crystal Capital Financial Holdings LLC (“Crystal Financial”), a commercial finance company focused on providing asset-based and other secured financing solutions (the “Crystal Acquisition”). We invested $275 million in cash to effect the Crystal Acquisition. Crystal Financial owned approximately 98% of the outstanding ownership interest in Crystal Financial LLC. The remaining financial interest was held by various employees of Crystal Financial LLC, through their investment in Crystal Management LP. Crystal Financial LLC had a diversified portfolio of 23 loans having a total par value of approximately $400 million at November 30, 2012 and a $275 million committed revolving credit facility. On January 27, 2014, the revolving credit facility was expanded to $300 million. On March 31, 2014, we exchanged $137.5 million of our equity interest in Crystal Financial in exchange for $137.5 million in floating rate senior secured notes in Crystal Financial bearing interest at LIBOR plus 9.50%, maturing on March 31, 2019. On May 18, 2015, the revolving credit facility was expanded to $350 million. Our financial statements, including our schedule of investments, reflected our investments in Crystal Financial on a consolidated basis. On July 28, 2016, the Company purchased Crystal Management LP’s approximately 2% equity interest in Crystal Financial LLC for approximately $5.7 million.    Upon the closing of this transaction, the Company holds 100% of the equity interest in Crystal Financial LLC. On September 30, 2016, Crystal Capital Financial Holdings LLC was dissolved.

 

47


Table of Contents

As of June 30, 2017, Crystal Financial LLC had 26 funded commitments to 24 different issuers with a total par value of approximately $373.2 million on total assets of $460.6 million. As of December 31, 2016, Crystal Financial LLC had 26 funded commitments to 25 different issuers with a total par value of approximately $368.8 million on total assets of $459.7 million. As of June 30, 2017 and December 31, 2016, the largest loan outstanding totaling $38.5 million and $36.3 million, respectively. For the same periods, the average exposure per issuer was $15.6 million and $14.8 million, respectively. Crystal Financial LLC’s credit facility, which is non-recourse to Solar Capital, had approximately $177.6 million and $175.4 million of borrowings outstanding at June 30, 2017 and December 31, 2016, respectively. For the three months ended June 30, 2017 and June 30, 2016, Crystal Financial LLC had net income of $8.0 million and $8.5 million, respectively, on gross income of $15.8 million and $17.9 million, respectively. For the six months ended June 30, 2017 and June 30, 2016, Crystal Financial LLC had net income of $15.9 million and $17.7 million, respectively, on gross income of $28.0 million and $33.1 million, respectively. Due to timing and non-cash items, there may be material differences between GAAP net income and cash available for distributions. As such, and subject to fluctuations in Crystal Financial LLC’s funded commitments, the timing of originations, and the repayments of financings, the Company cannot guarantee that Crystal Financial LLC will be able to maintain consistent dividend payments to us.

Senior Secured Unitranche Loan Program LLC

On September 2, 2014, the Company entered into a limited liability company agreement with an affiliate (the “Investor”) of a fund managed by Pacific Investment Management Company LLC (“PIMCO”) to co-invest in middle market senior secured unitranche loans sourced by the same origination platform used by the Company. Initial funding commitments to the unitranche strategy total $600 million, consisting of direct equity investments and co-investment commitments as described below. The joint venture vehicle known as the Senior Secured Unitranche Loan Program LLC (“SSLP”) is structured as an unconsolidated Delaware limited liability company. The Company and the Investor initially made equity commitments to the SSLP of $300.0 million and $43.25 million, respectively. All portfolio decisions and generally all other decisions in respect of the SSLP must be approved by an investment committee of the SSLP consisting of representatives of the Company and PIMCO (with approval from a representative of each required).

On October 15, 2015, the Company entered into an amended and restated limited liability company agreement for its SSLP to add Voya Investment Management LLC (“Voya”), part of Voya Financial, Inc. (NYSE: VOYA), as a partner in SSLP in place of the investor that was previously the Company’s partner in SSLP, though this investor may still co-invest up to $300 million of equity in unitranche loans alongside SSLP. This joint venture is expected to invest primarily in senior secured loans, including unitranche loans, primarily to middle market companies predominantly owned by private equity sponsors or entrepreneurs, consistent with the Company’s core origination and underwriting mandate. In addition to the Company’s prior equity commitment of $300.0 million to SSLP, Voya has made an initial equity commitment of $25.0 million to SSLP, with the ability to upsize.

On November 2, 2015, the Company assigned $125.0 million of its $300.0 million commitment to SSLP to Senior Secured Unitranche Loan Program II LLC (“SSLP II”), a Delaware limited liability company.

On November 25, 2015, SSLP commenced operations. On June 30, 2016, SSLP as transferor and SSLP 2016-1, LLC, a newly formed wholly owned subsidiary of SSLP, as borrower entered into a $200 million senior secured revolving credit facility (the “SSLP Facility”) with Wells Fargo Bank, NA acting as administrative agent. Solar Capital Ltd. acts as servicer under the SSLP Facility. The SSLP Facility is scheduled to mature on June 30, 2021. The SSLP Facility generally bears interest at a rate of LIBOR plus 2.50%. SSLP and SSLP 2016-1, 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 SSLP Facility also includes usual and customary events of default for credit facilities of this nature. There were $57.7 and $67.1 million of borrowings outstanding as of June 30, 2017 and December 31, 2016, respectively. As of June 30, 2017 and December 31, 2016, the Company and Voya

 

48


Table of Contents

had contributed combined equity capital in the amount of $116.4 million and $116.4 million, respectively. Of the $116.4 million of contributed equity capital at June 30, 2017, the Company contributed $29.9 million in the form of investments and $72.0 million in the form of cash and Voya contributed $14.5 million in the form of cash. As of June 30, 2017, the Company and Voya’s remaining commitments to SSLP totaled $73.1 million and $10.5 million, respectively. The Company, along with Voya, controls the funding of SSLP and SSLP may not call the unfunded commitments without approval of both the Company and Voya.

As of June 30, 2017 and December 31, 2016, SSLP had total assets of $177.3 million and $184.8 million, respectively. For the same periods, SSLP’s portfolio consisted of floating rate senior secured loans to 10 and 11 different borrowers, respectively. For the three months ended June 30, 2017 and 2016, SSLP invested $1.5 million in 2 portfolio companies and $41.5 million in 4 portfolio companies, respectively. Investments prepaid totaled $33.5 million and $0.3 million, respectively, for the three months ended June 30, 2017 and 2016. At June 30, 2017 and December 31, 2016, the weighted average yield of SSLP’s portfolio was 7.7% and 7.4%, respectively, measured at fair value and 7.8% and 7.5%, respectively, measured at cost.

SSLP Portfolio as of June 30, 2017 (dollar amounts in thousands)

 

Description

 

Industry

  Spread
Above
Index(1)
    LIBOR
Floor
    Interest
Rate(2)
    Maturity
Date
    Par
Amount
    Cost     Fair
Value(3)
 

AccentCare, Inc.

  Health Care Providers & Services     L+575       1.00     7.05     9/3/21     $ 12,732     $ 12,694     $ 12,701  

Alera Group Intermediate Holdings, Inc.

  Insurance     L+550       1.00     6.55     12/30/22       14,371       14,237       14,299  

Associated Pathologists, LLC

  Health Care Providers & Services     L+500       1.00     6.16     8/1/21       3,208       3,182       3,200  

Empower Payments Acquisition, Inc. (RevSpring)

  Professional Services     L+550       1.00     6.80     11/30/23       13,806       13,547       13,667  

Falmouth Group Holdings Corp. (AMPAC) (4)

  Chemicals     L+675       1.00     8.05     12/14/21       34,475       34,065       34,475  

Island Medical Management Holdings, LLC (4)

  Health Care Providers & Services     L+550       1.00     6.68     9/1/22       13,778       13,643       13,640  

Pet Holdings ULC & Pet Supermarket, Inc.

  Specialty Retail     L+550       1.00     6.60     7/5/22       21,931       21,645       21,712  

PPT Management Holdings, LLC

  Health Care Providers & Services     L+600       1.00     7.30     12/16/22       11,940       11,829       11,821  

PSKW, LLC & PDR, LLC

  Health Care Providers & Services     L+425       1.00     5.55     11/25/21       1,925       1,910       1,925  

PSKW, LLC & PDR, LLC

  Health Care Providers & Services     L+829       1.00     9.59     11/25/21       22,250       21,897       21,888  

VetCor Professional Practices LLC

  Health Care Facilities     L+600       1.00     7.55     4/20/21       23,666       23,511       23,311  
             

 

 

   

 

 

 
                                      $172,160     $172,639  
             

 

 

   

 

 

 

 

(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) 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 June 30, 2017.
(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.

 

49


Table of Contents

SSLP Portfolio as of December 31, 2016 (audited) (dollar amounts in thousands)

 

Description

 

Industry

  Spread
Above
Index(1)
    LIBOR
Floor
    Interest
Rate(2)
    Maturity
Date
    Par
Amount
    Cost     Fair
Value(3)
 

AccentCare, Inc.

  Health Care Providers & Services     L+575       1.00     6.75     9/3/21     $ 4,875     $ 4,875     $ 4,875  

Alera Group Intermediate Holdings, Inc.

  Insurance     L+550       1.00     6.50     12/30/22       13,824       13,686       13,686  

Associated Pathologists, LLC

  Health Care Providers & Services     L+500       1.00     6.00     8/1/21       3,292       3,261       3,275  

CIBT Holdings, Inc.

  Professional Services     L+525       1.00     6.25     6/28/22       13,102       12,979       12,971  

Empower Payments Acquisition, Inc. (RevSpring)

  Professional Services     L+550       1.00     6.50     11/30/23       13,875       13,600       13,597  

Falmouth Group Holdings Corp. (AMPAC) (4)

  Chemicals     L+675       1.00     7.75     12/14/21       34,650       34,202       34,650  

Pet Holdings ULC & Pet Supermarket, Inc.

  Specialty Retail     L+550       1.00     6.50     7/5/22       20,625       20,336       20,367  

PPT Management Holdings, LLC

  Health Care Providers & Services     L+600       1.00     7.00     12/16/22       12,000       11,881       11,880  

PSKW, LLC & PDR, LLC

  Health Care Providers & Services     L+425       1.00     5.25     11/25/21       2,475       2,454       2,475  

PSKW, LLC & PDR, LLC

  Health Care Providers & Services     L+839       1.00     9.39     11/25/21       22,250       21,866       21,861  

U.S. Anesthesia Partners Inc.

  Health Care Providers & Services     L+500       1.00     6.00     12/31/19       19,557       19,407       19,362  

VetCor Professional Practices LLC

  Health Care Facilities     L+625       1.00     7.25     4/20/21       21,818       21,686       21,491  
             

 

 

   

 

 

 
              $ 180,233     $ 180,490  
             

 

 

   

 

 

 

 

(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) 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 December 31, 2016.
(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.

Below is certain summarized financial information for SSLP as of June 30, 2017 and December 31, 2016 and for the three and six months ended June 30, 2017 and 2016:

 

     June 30,
2017
     December 31,
2016 (audited)
 

Selected Balance Sheet Information for SSLP (in thousands):

     

Investments at fair value (cost $172,160 and $180,233, respectively)

   $ 172,639      $ 180,490  

Cash and other assets

     4,631        4,326  
  

 

 

    

 

 

 

Total assets

   $ 177,270      $ 184,816  
  

 

 

    

 

 

 

Debt outstanding

   $ 57,748      $ 67,148  

Distributions payable

     2,427        1,688  

Interest payable and other credit facility related expenses

     905        660  

Accrued expenses and other payables

     249        287  
  

 

 

    

 

 

 

Total liabilities

   $ 61,329      $ 69,783  
  

 

 

    

 

 

 

Members’ equity

   $ 115,941      $ 115,033  
  

 

 

    

 

 

 

Total liabilities and members’ equity

   $ 177,270      $ 184,816  
  

 

 

    

 

 

 

 

50


Table of Contents
     Three months ended
June 30, 2017
     Three months ended
June 30, 2016
    Six months ended
June 30, 2017
     Six months ended
June 30, 2016
 

Selected Income Statement Information for SSLP (in thousands):

          

Interest income

   $ 3,788      $ 1,913     $ 7,235      $ 3,759  
  

 

 

    

 

 

   

 

 

    

 

 

 

Service fees*

   $ 30      $ 20     $ 61      $ 35  

Interest and other credit facility expenses

     905        2,651 **      1,686        2,651 ** 

Other general and administrative expenses

     38        30       75        65  
  

 

 

    

 

 

   

 

 

    

 

 

 

Total expenses

     973        2,701       1,822        2,751  
  

 

 

    

 

 

   

 

 

    

 

 

 

Net investment income (loss)

   $ 2,815      $ (788   $ 5,413      $ 1,008  
  

 

 

    

 

 

   

 

 

    

 

 

 

Realized gain on investments

     127        —         127        —    

Net change in unrealized gain (loss) on investments

     248        625       222        (92
  

 

 

    

 

 

   

 

 

    

 

 

 

Net realized and unrealized gain (loss) on investments

     375        625       349        (92
  

 

 

    

 

 

   

 

 

    

 

 

 

Net income (loss)

   $ 3,190      $ (163   $ 5,762      $ 916  
  

 

 

    

 

 

   

 

 

    

 

 

 

 

* Service fees are included within the Company’s Consolidated Statements of Operations as other income.
** SSLP made an irrevocable election to apply the fair value option of accounting to the SSLP Facility, in accordance with ASC 825-10. As such, all expenses related to the establishment of the SSLP Facility were expensed during the periods shown. For the three and six months ended June 30, 2016, these amounts totaled $2,649 and $2,649, respectively.

Senior Secured Unitranche Loan Program II LLC

On November 2, 2015, the Company assigned $125.0 million of its $300.0 million commitment to SSLP to SSLP II, a Delaware limited liability company. On August 5, 2016, the Company entered into an amended and restated limited liability company agreement with WFI Loanco, LLC (“WFI”) and SSLP II commenced operations. SSLP II is expected to invest primarily in senior secured loans, including unitranche loans, primarily to middle market companies predominantly owned by private equity sponsors or entrepreneurs, consistent with the Company’s core origination and underwriting mandate. Also on August 5, 2016, the Company assigned approximately $50.0 million of its $125.0 million commitment to SSLP II to Senior Secured Unitranche Loan Program III LLC (“SSLP III”), a newly formed Delaware limited liability company. SSLP III, which has not commenced operations, is currently wholly owned by Solar Capital Ltd. but may bring in unaffiliated investors at a later date. The Company and WFI’s equity commitments to SSLP II now total $75.0 million and $18.0 million, respectively.

On November 15, 2016, SSLP II as transferor and SSLP II 2016-1, LLC, a newly formed wholly owned subsidiary of SSLP II, as borrower entered into a $100 million senior secured revolving credit facility (the “SSLP II Facility”) with Wells Fargo Bank, NA acting as administrative agent. Solar Capital Ltd. acts as servicer under the SSLP II Facility. The SSLP II Facility is scheduled to mature on November 15, 2021. The SSLP II Facility generally bears interest at a rate of LIBOR plus 2.50%. SSLP II and SSLP II 2016-1, 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 SSLP II Facility also includes usual and customary events of default for credit facilities of this nature. There were $48.3 million and $33.0 million of borrowings outstanding as of June 30, 2017 and

 

51


Table of Contents

December 31, 2016, respectively. As of June 30, 2017 and December 31, 2016, the Company and WFI contributed combined equity capital in the amount of $63.7 million and $58.2 million, respectively. Of the $63.7 million of contributed equity capital at June 30, 2017, the Company contributed $43.5 million in the form of investments and $7.9 million in the form of cash and WFI contributed $12.3 million in the form of cash. As of June 30, 2017, the Company and WFI’s remaining commitments to SSLP II totaled $23.6 million and $5.7 million, respectively. The Company, along with WFI, controls the funding of SSLP II and SSLP II may not call the unfunded commitments without approval of both the Company and WFI.

As of June 30, 2017 and December 31, 2016, SSLP II had total assets of $115.5 million and $93.5 million, respectively. For the same periods, SSLP II’s portfolio consisted of floating rate senior secured loans to 15 and 12 different borrowers, respectively. For the three months ended June 30, 2017, SSLP II invested $12.3 million in 5 portfolio companies. Investments prepaid totaled $11.2 million for the same period. At June 30, 2017 and December 31, 2016, the weighted average yield of SSLP II’s portfolio was 7.5% and 7.6%, respectively, measured at fair value and 8.0% and 7.9%, respectively, measured at cost.

SSLP II Portfolio as of June 30, 2017 (dollar amounts in thousands)

 

Description

 

Industry

  Spread
Above
Index(1)
    LIBOR
Floor
    Interest
Rate(2)
    Maturity
Date
    Par
Amount
    Cost     Fair
Value(3)
 

AccentCare, Inc.

  Health Care Providers & Services     L+575       1.00     7.05     9/3/21     $ 6,956     $ 6,923     $ 6,939  

Alera Group Intermediate Holdings, Inc.

  Insurance     L+550       1.00     6.55     12/30/22       5,389       5,339       5,362  

American Teleconferencing Services, Ltd. (PGI) (4)

  Communications Equipment     L+650       1.00     7.72     12/8/21       14,239       13,006       14,239  

Associated Pathologists, LLC

  Health Care Providers & Services     L+500       1.00     6.16     8/1/21       1,604       1,591       1,600  

Empower Payments Acquisition, Inc. (RevSpring)

  Professional Services     L+550       1.00     6.80     11/30/23       6,903       6,774       6,834  

Falmouth Group Holdings Corp. (AMPAC) (4)

  Chemicals     L+675       1.00     8.05     12/14/21       10,889       10,889       10,889  

Global Holdings LLC & Payment Concepts LLC

  Consumer Finance     L+650       1.00     7.71     5/5/22       8,750       8,579       8,619  

Island Medical Management Holdings, LLC (4)

  Health Care Providers & Services     L+550       1.00     6.68     9/1/22       6,889       6,821       6,820  

Pet Holdings ULC & Pet Supermarket, Inc.

  Specialty Retail     L+550       1.00     6.60     7/5/22       9,650       9,523       9,553  

PetVet Care Centers, LLC

  Health Care Facilities     L+600       1.00     7.22     6/8/23       2,400       2,376       2,376  

Polycom, Inc.

  Communications Equipment     L+525       1.00     6.41     9/27/23       10,639       10,253       10,639  

PPT Management Holdings, LLC

  Health Care Providers & Services     L+600       1.00     7.30     12/16/22       9,950       9,858       9,851  

Professional DataSolutions, Inc.

  Software     L+550       1.00     6.73     5/20/22       5,000       4,928       4,950  

PSKW, LLC & PDR, LLC

  Health Care Providers & Services     L+425       1.00     5.55     11/25/21       770       770       770  

PSKW, LLC & PDR, LLC

  Health Care Providers & Services     L+829       1.00     9.59     11/25/21       8,900       8,761       8,755  

VetCor Professional Practices LLC

  Health Care Facilities     L+600       1.00     7.55     4/20/21       4,588       4,508       4,519  
             

 

 

   

 

 

 
                                      $110,899     $112,715  
             

 

 

   

 

 

 

 

(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) 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 June 30, 2017.
(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.

 

52


Table of Contents

SSLP II Portfolio as of December 31, 2016 (audited) (dollar amounts in thousands)

 

Description

  

Industry

   Spread
Above
Index(1)
     LIBOR
Floor
    Interest
Rate(2)
    Maturity
Date
     Par
Amount
     Cost      Fair
Value(3)
 

Alera Group Intermediate Holdings, Inc.

   Insurance      L+550        1.00     6.50     12/30/22      $ 5,184      $ 5,132      $ 5,132  

American Teleconferencing Services, Ltd. (PGI) (4)

  

Communications Equipment

     L+650        1.00     7.50     12/8/21        14,619        13,244        14,217  

Associated Pathologists, LLC

  

Health Care Providers & Services

     L+500        1.00     6.00     8/1/21        1,646        1,631        1,638  

CIBT Holdings, Inc.

   Professional Services      L+525        1.00     6.25     6/28/22        5,241        5,191        5,188  

Empower Payments Acquisition, Inc. (RevSpring)

   Professional Services      L+550        1.00     6.50     11/30/23        6,938        6,800        6,799  

Falmouth Group Holdings Corp. (AMPAC) (4)

   Chemicals      L+675        1.00     7.75     12/14/21        10,945        10,945        10,945  

Pet Holdings ULC & Pet Supermarket, Inc.

   Specialty Retail      L+550        1.00     6.50     7/5/22        9,075        8,947        8,962  

Polycom, Inc.

   Communications Equipment      L+650        1.00     7.50     9/27/23        11,605        11,152        11,547  

PPT Management Holdings, LLC

  

Health Care Providers & Services

     L+600        1.00     7.00     12/16/22        10,000        9,901        9,900  

PSKW, LLC & PDR, LLC

   Health Care Providers & Services      L+425        1.00     5.25     11/25/21        990        990        990  

PSKW, LLC & PDR, LLC

   Health Care Providers & Services      L+839        1.00     9.39     11/25/21        8,900        8,748        8,744  

U.S. Anesthesia Partners Inc.

  

Health Care Providers & Services

     L+500        1.00     6.00     12/31/19        4,988        4,938        4,938  

VetCor Professional Practices LLC

   Health Care Facilities      L+625        1.00     7.25     4/20/21        2,840        2,787        2,797  
                  

 

 

    

 

 

 
                   $ 90,406      $ 91,797  
                  

 

 

    

 

 

 

 

(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) 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 December 31, 2016.
(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.

 

53


Table of Contents

Below is certain summarized financial information for SSLP II as of June 30, 2017 and December 31, 2016 and for the three and six months ended June 30, 2017:

 

     June 30,
2017
     December 31,
2016 (audited)
 

Selected Balance Sheet Information for SSLP II (in thousands):

     

Investments at fair value (cost $110,899 and $90,406, respectively)

   $ 112,715      $ 91,797  

Cash and other assets

     2,739        1,670  
  

 

 

    

 

 

 

Total assets

   $ 115,454      $ 93,467  
  

 

 

    

 

 

 

Debt outstanding

   $ 48,250      $ 32,950  

Distributions payable

     1,461        1,460  

Interest payable and other credit facility related expenses

     535        147  

Accrued expenses and other payables

     236        183  
  

 

 

    

 

 

 

Total liabilities

   $ 50,482      $ 34,740  
  

 

 

    

 

 

 

Members’ equity

   $ 64,972      $ 58,727  
  

 

 

    

 

 

 

Total liabilities and members’ equity

   $ 115,454      $ 93,467  
  

 

 

    

 

 

 

 

     Three months
ended
June 30, 2017
     Six months
ended
June 30, 2017
 

Selected Income Statement Information for SSLP II (in thousands):

     

Interest income

   $ 2,162      $ 4,253  
  

 

 

    

 

 

 

Service fees*

   $ 28      $ 52  

Interest and other credit facility expenses

     520        938  

Other general and administrative expenses

     40        65  
  

 

 

    

 

 

 

Total expenses

   $ 588      $ 1,055  
  

 

 

    

 

 

 

Net investment income

   $ 1,574      $ 3,198  
  

 

 

    

 

 

 

Realized gain on investments

     46        46  

Net change in unrealized gain on investments

     122        425  
  

 

 

    

 

 

 

Net realized and unrealized gain on investments

     168        471  
  

 

 

    

 

 

 

Net income

   $ 1,742      $ 3,669  
  

 

 

    

 

 

 

 

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

Stock Repurchase Programs

On July 31, 2013, the Board authorized a program for the purpose of repurchasing up to $100 million of the Company’s common stock. Under the repurchase program, the Company could have, but was not obligated to, repurchase its outstanding common stock in the open market from time to time provided that the Company complied with the prohibitions under its Insider Trading Policies and Procedures and the guidelines specified in Rules 10b-18 and 10b-5 under the Securities Exchange Act of 1934, as amended, including certain price, market volume and timing constraints. On December 5, 2013, the Board extended the repurchase program to be in place until the earlier of July 31, 2014 or until $100 million of the Company’s outstanding shares of common stock had been repurchased. On July 31, 2014, the Company’s stock repurchase program expired. During the fiscal year ended December 31, 2014, the Company repurchased 1,779,033 shares at an average price of approximately $21.97 per share, inclusive of commissions. The total dollar amount of shares repurchased in that period was $39.1 million. During the year ended December 31, 2013, the Company repurchased 796,418 shares at an average price of approximately $21.98 per share, inclusive of commissions, for a total dollar amount of $17.5 million.

 

54


Table of Contents

On October 7, 2015, the Board authorized a new share repurchase program to purchase common stock in the open market in an amount up to $30 million. Under the repurchase program, the Company may, but is not obligated to, repurchase its outstanding common stock in the open market from time to time provided that the Company complies with the prohibitions under its Insider Trading Policies and Procedures and the guidelines specified in Rules 10b-18 and 10b-5 under the Securities Exchange Act of 1934, as amended, including certain price, market volume and timing constraints. During the year ended December 31, 2016, the Company repurchased 216,237 shares at an average price of $15.76 per share, inclusive of commissions. The total dollar amount of shares repurchased during the year ended December 31, 2016 was $3.4 million. On October 7, 2016, the Company’s stock repurchase program expired.

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:

Under procedures established by our board of directors (the “Board”), we value investments, including certain senior secured debt, subordinated debt and other debt securities with maturities greater than 60 days, for which market quotations are readily available, at such market quotations (unless they are deemed not to represent fair value). We attempt to obtain market quotations from at least two brokers or dealers (if available, otherwise from a principal market maker or a primary market dealer or other independent pricing service). We utilize mid-market pricing as a practical expedient for fair value unless a different point within the range is more representative. If and when market quotations are deemed not to represent fair value, we typically utilize independent third-party valuation firms to assist us in determining fair value. Accordingly, such investments go through our multi-step valuation process as described below. In each case, independent valuation firms consider observable market inputs together with significant unobservable inputs in arriving at their valuation recommendations. 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 our Board. Investments that are not publicly traded or whose market quotations are not readily available are valued at fair value as determined in good faith by or under the direction of our Board. Such determination of fair values involves subjective judgments and estimates.

With respect to investments for which market quotations are not readily available or when such market quotations are deemed not to represent fair value, our Board has approved a multi-step valuation process each quarter, as described below:

 

  (1) our quarterly valuation process begins with each portfolio company or investment being initially valued by the investment professionals of the Investment Adviser responsible for the portfolio investment;

 

  (2) preliminary valuation conclusions are then documented and discussed with senior management of the Investment Adviser;

 

55


Table of Contents
  (3) independent valuation firms engaged by our Board conduct independent appraisals and review the Investment Adviser’s preliminary valuations and make their own independent assessment for all material assets;

 

  (4) the audit committee of the Board reviews the preliminary valuation of the Investment Adviser and that of the independent valuation firm and responds to the valuation recommendation of the independent valuation firm to reflect any comments; and

 

  (5) the Board discusses valuations and determines the fair value of each investment in our portfolio in good faith based on the input of the Investment Adviser, the respective independent valuation firm and the audit committee.

Investments in all asset classes 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 approaches 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, our principal market (as the reporting entity) 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. For the six months ended June 30, 2017, there has been no change to the Company’s valuation approaches or 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 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.

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.

 

56


Table of Contents

Valuation of Credit Facility and 2022 Unsecured Notes

The Company has made an irrevocable election to apply the fair value option of accounting to its Credit Facility and 2022 Unsecured Notes, in accordance with ASC 825-10. We believe accounting for the Credit Facility and 2022 Unsecured Notes at fair value better aligns the measurement methodologies of assets and liabilities, which may mitigate certain earnings volatility.

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 six months ended June 30, 2017, capitalized PIK income totaled $0.1 million and $0.1 million, respectively. For the three and six months ended June 30, 2016, there was no capitalized PIK income.

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

 

57


Table of Contents

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 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 October 2016, the U.S. Securities and Exchange Commission adopted new rules and amended rules (together, “final rules”) interned to modernize the reporting and disclosure of information by registered investment companies. In part, the final rules amend Regulation S-X and require standardized, enhanced disclosure about derivatives in investment company financial statements, as well as other amendments. The compliance date for the amendments to Regulation S-X was August 1, 2017. The Company has evaluated the impact that the adoption of the amendments to Regulation S-X on its consolidated financial statements and disclosures and determined that the adoption of the amendments to Regulation S-X has not had a material impact on its consolidated financial statements.

In November 2016, FASB issued ASU 2016-18, Statement of Cash Flows, which will amend FASB ASC 230. The amendments in this Update require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments in this Update apply to all entities that have restricted cash or restricted cash equivalents and are required to present a statement of cash flows under Topic 230. For public business entities, the amendments are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company is evaluating the impact of ASU 2016-18 on its consolidated financial statements and disclosures.

In December 2016, the FASB issued ASU 2016-19, Technical Corrections and Improvements. As part of this guidance, ASU 2016-19 amends FASB ASC 820 to clarify the difference between a valuation approach and a valuation technique. The amendment also requires an entity to disclose when there has been a change in either or both a valuation approach and/or a valuation technique. ASU 2016-19 is effective on a prospective basis for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016 on a prospective basis. The Company has evaluated the impact of ASU 2016-19 on its consolidated financial statements and disclosures and determined that the adoption of ASU 2016-19 has not had a material impact on its consolidated financial statements.

In March 2017, the FASB issued ASU 2017-08, Premium Amortization on Purchased Callable Debt Securities, which will amend FASB ASC 310-20. The amendments in this Update shorten the amortization period for certain callable debt securities held at a premium, generally requiring the premium to be amortized to the earliest call date. For public business entities, the amendments are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted, including adoption in an interim period. The Company is evaluating the impact of ASU 2017-08 on its consolidated financial statements and disclosures.

 

58


Table of Contents

RESULTS OF OPERATIONS

Results comparisons are for the three and six months ended June 30, 2017 and 2016:

Investment Income

For the three and six months ended June 30, 2017, gross investment income totaled $33.9 million and $68.3 million, respectively. For the three and six months ended June 30, 2016, gross investment income totaled $41.4 million and $75.4 million, respectively. The decrease in gross investment income for the year over year three and six month periods was primarily due to an increase in the volume of prepayments which reduced the size of the income-producing investment portfolio.

Expenses

Expenses totaled $17.8 million and $35.9 million, respectively, for the three and six months ended June 30, 2017, of which $10.6 million and $21.4 million, respectively, were base management fees and performance-based incentive fees and $5.0 million and $10.6 million, respectively, were interest and other credit facility expenses. Administrative services and other general and administrative expenses totaled $2.3 million and $3.9 million, respectively, for the three and six months ended June 30, 2017. Expenses totaled $21.8 million and $39.0 million, respectively, for the three and six months ended June 30, 2016, of which $13.1 million and $23.0 million, respectively, were base management fees and performance-based incentive fees and $5.5 million and $10.6 million, respectively, were interest and other credit facility expenses. Administrative services and other general and administrative expenses totaled $3.2 million and $5.4 million, respectively, for the three and six months ended June 30, 2016. Expenses generally consist of management and performance-based incentive fees, administrative services fees, insurance expenses, legal fees, directors’ fees, transfer agency fees, printing and proxy expenses, audit and tax services 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. The decrease in expenses for the three and six months ended June 30, 2017 versus the three and six months ended June 30, 2016 was primarily due to lower management and performance-based incentive fees on a smaller portfolio.

Net Investment Income

The Company’s net investment income totaled $16.1 million and $32.4 million, or $0.38 and $0.77, per average share, respectively, for the three and six months ended June 30, 2017. The Company’s net investment income totaled $19.5 million and $36.4 million, or $0.46 and $0.86, per average share, respectively, for the three and six months ended June 30, 2016.

Net Realized Gain (Loss)

The Company had investment sales and prepayments totaling approximately $130 million and $215 million, respectively, for the three and six months ended June 30, 2017. Net realized gains (losses) over the same periods were ($0.1) million and $0.5 million, respectively. The Company had investment sales and prepayments totaling approximately $61 million and $91 million, respectively, for the three and six months ended June 30, 2016. Net realized gains (losses) over the same periods were ($0.1) million and ($0.1) million, respectively. Net realized losses for the three months ended June 30, 2017 were de minimis.    Net realized gains for the six months ended June 30, 2017 were related to the sale of select assets. Net realized gains for the three and six months ended June 30, 2016 were de minimis.

Net Change in Unrealized Gain (Loss)

For the three and six months ended June 30, 2017, net change in unrealized gain on the Company’s assets and liabilities totaled $2.8 million and $3.1 million, respectively. For the three and six months ended June 30,

 

59


Table of Contents

2016, net change in unrealized gain on the Company’s assets and liabilities totaled $15.7 million and $27.0 million, respectively. Net unrealized gain for the three months ended June 30, 2017 is primarily due to appreciation in the value of our investments in Aegis Toxicology Sciences Corporation, Bishop Lifting Products, Inc. and Senior Secured Unitranche Loan Program LLC, among others. Partially offsetting the net change in unrealized gain was depreciation on our investments in Rug Doctor and Crystal Financial LLC, among others. Net unrealized gain for the six months ended June 30, 2017 is primarily due to appreciation in the value of our investments in Bishop Lifting Products, Inc., Aegis Toxicology Sciences Corporation, and Senior Secured Unitranche Loan Program LLC, among others. Partially offsetting the net change in unrealized gain was depreciation on our investments in Rug Doctor and Direct Buy, among others. Net unrealized gain for the three months ended June 30, 2016 is primarily due to appreciation in the value of our investments in Crystal Financial LLC, WireCo Worldgroup Inc., Global Tel*Link Corporation, The Robbins Company and LegalZoom.com, Inc., among others. Partially offsetting the net change in unrealized gain was depreciation on our investments in Senior Secured Unitranche Loan Program LLC and Rug Doctor, among others. Net unrealized gain for the six months ended June 30, 2016 is primarily due to appreciation in the value of our investments in WireCo Worldgroup Inc., Crystal Financial LLC, Global Tel*Link Corporation, Asurion, LLC, Rug Doctor, The Robbins Company and LegalZoom.com, Inc., among others. Partially offsetting the net change in unrealized gain was depreciation on our investments in Senior Secured Unitranche Loan Program LLC and Bishop Lifting Products, Inc., among others.

Net Increase in Net Assets From Operations

For the three and six months ended June 30, 2017, the Company had a net increase in net assets resulting from operations of $18.8 million and $35.9 million, respectively. For the same periods, earnings per average share were $0.44 and $0.85, respectively. For the three and six months ended June 30, 2016, the Company had a net increase in net assets resulting from operations of $35.2 million and $63.4 million, respectively. For the same periods, earnings per average share were $0.83 and $1.50, respectively.

LIQUIDITY AND CAPITAL RESOURCES

The Company’s liquidity and capital resources are generated and generally available through its Credit Facility maturing in September 2021, through cash flows from operations, investment sales, prepayments of senior and subordinated loans, income earned on investments and cash equivalents, and periodic follow-on equity and/or debt offerings. As of June 30, 2017, we had a total of $395.0 million of unused borrowing capacity under the Credit Facility, subject to borrowing base limits.

We may from time to time issue equity and/or debt securities in either public or private offerings. The issuance of such 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. The primary uses of existing funds and any funds raised in the future is expected to be for investments in portfolio companies, repayment of indebtedness, cash distributions to our shareholders, or for other general corporate purposes.

On February 15, 2017, the Company closed a private offering of $100 million of the 2022 Unsecured Notes with a fixed interest rate of 4.60% and a maturity date of May 8, 2022. Interest on the 2022 Unsecured Notes is due semi-annually on May 8 and November 8. The 2022 Unsecured Notes were issued in a private placement only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended.

On November 8, 2016, the Company closed a private offering of $50 million of the 2022 Unsecured Notes with a fixed interest rate of 4.40% and a maturity date of May 8, 2022. Interest on the 2022 Unsecured Notes is due semi-annually on May 8 and November 8. The 2022 Unsecured Notes were issued in a private placement only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended.

On January 11, 2013, the Company closed its most recent follow-on public equity offering of 6.3 million shares of common stock raising approximately $146.9 million in net proceeds. The primary uses of the funds raised were for investments in portfolio companies, reductions in revolving debt outstanding and for other general corporate purposes.

 

60


Table of Contents

On November 16, 2012, we issued $100 million in aggregate principal amount of the 2042 Unsecured Notes for net proceeds of $96.9 million. Interest on the 2042 Unsecured Notes is paid quarterly on February 15, May 15, August 15 and November 15, at a rate of 6.75% per year, commencing on February 15, 2013. The 2042 Unsecured Notes mature on November 15, 2042. The Company may redeem the 2042 Unsecured Notes in whole or in part at any time or from time to time on or after November 15, 2017.

On May 10, 2012, the Company closed a private offering of $75 million of Senior Secured Notes with a fixed interest rate of 5.875% and a maturity date of May 10, 2017. Interest on the Senior Secured Notes was due semi-annually on May 10 and November 10. The Senior Secured Notes were issued in a private placement only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. On May 10, 2017, the Senior Secured Notes matured and were repaid in full by the Company.

The primary uses of existing funds and any funds raised in the future is expected to be for repayment of indebtedness, investments in portfolio companies, cash distributions to our shareholders or for other general corporate purposes.

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 $400 million in cash equivalents as of June 30, 2017.

Debt

Unsecured Notes

On February 15, 2017, the Company closed a private offering of $100 million of the 2022 Unsecured Notes with a fixed interest rate of 4.60% and a maturity date of May 8, 2022. Interest on the 2022 Unsecured Notes is due semi-annually on May 8 and November 8. The 2022 Unsecured Notes were issued in a private placement only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended.

On November 8, 2016, the Company closed a private offering of $50 million of the 2022 Unsecured Notes with a fixed interest rate of 4.40% and a maturity date of May 8, 2022. Interest on the 2022 Unsecured Notes is due semi-annually on May 8 and November 8. The 2022 Unsecured Notes were issued in a private placement only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended.

On November 16, 2012, the Company and U.S. Bank National Association entered into an Indenture and a First Supplemental Indenture relating to the Company’s issuance, offer and sale of $100 million aggregate principal amount of its 2042 Unsecured Notes. The 2042 Unsecured Notes will mature on November 15, 2042 and may be redeemed in whole or in part at the Company’s option at any time or from time to time on or after November 15, 2017 at a redemption price of $25 per security plus accrued and unpaid interest. The 2042 Unsecured Notes bear interest at a rate of 6.75% per year payable quarterly on February 15, May 15, August 15 and November 15 of each year. The 2042 Unsecured Notes are direct senior unsecured obligations of the Company.

 

61


Table of Contents

Revolving & Term Loan Facility

On September 30, 2016, the Company entered into a second Credit Facility amendment. Post amendment, the Credit Facility was composed of $505 million of revolving credit and $50 million of term loans. Borrowings generally bear interest at a rate per annum equal to the base rate plus a range of 2.00-2.25% or the alternate base rate plus 1.00%-1.25%. The Credit Facility has no LIBOR floor requirement. The Credit Facility matures in September 2021 and includes ratable amortization in the final year. The Credit Facility may be increased up to $800 million with additional new lenders or an increase in commitments from current lenders. The Credit Facility contains certain customary affirmative and negative covenants and events of default. In addition, the Credit Facility contains certain financial covenants that among other things, requires the Company to maintain a minimum shareholder’s equity and a minimum asset coverage ratio. The Company also pays issuers of funded term loans quarterly in arrears a commitment fee at the rate of 0.25% per annum on the average daily outstanding balance. On February 23, 2017, the Company prepaid its non-extending lenders and terminated their commitments, reducing total outstanding revolving credit commitments by $110 million to $395 million. At June 30, 2017, outstanding USD equivalent borrowings under the Credit Facility totaled $50 million, comprised solely of outstanding term loans.

Senior Secured Notes

On May 10, 2012, the Company closed a private offering of $75 million of Senior Secured Notes with a fixed interest rate of 5.875% and a maturity date of May 10, 2017. Interest on the Senior Secured Notes was due semi-annually on May 10 and November 10. The Senior Secured Notes were issued in a private placement only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. On May 10, 2017, the Senior Secured Notes matured and were repaid in full by the Company.

Certain covenants on our issued debt may restrict our business activities, including limitations that could hinder our ability to finance additional loans and investments or to make the distributions required to maintain our status as a RIC under Subchapter M of the Code. At June 30, 2017, the Company was in compliance with all financial and operational covenants required by the Credit Facilities.

Contractual Obligations

A summary of our significant contractual payment obligations is as follows as of June 30, 2017:

Payments Due by Period (in millions)

 

     Total      Less than
1 Year
     1-3 Years      3-5 Years      More Than
5 Years
 

Revolving credit facility(1)

   $ —        $ —        $ —        $ —        $ —    

Unsecured senior notes

     250.0        —          —          150.0        100.0  

Term Loans

     50.0        —          —          50.0        —    

 

(1) As of June 30, 2017, we had a total of $395.0 million of unused borrowing capacity under our revolving credit facility, subject to borrowing base limits.

 

62


Table of Contents

Information about our senior securities is shown in the following table (in thousands) 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 2017 (through June 30, 2017)

   $ —        $ —          —          N/A  

Fiscal 2016

     115,200        990        —          N/A  

Fiscal 2015

     207,900        1,459        —          N/A  

Fiscal 2014

     —          —          —          N/A  

Fiscal 2013

     —          —          —          N/A  

Fiscal 2012

     264,452        1,510        —          N/A  

Fiscal 2011

     201,355        3,757        —          N/A  

Fiscal 2010

     400,000        2,668        —          N/A  

Fiscal 2009

     88,114        8,920        —          N/A  

2022 Unsecured Notes

           

Fiscal 2017 (through June 30, 2017)

   $ 150,000      $ 2,035        —          N/A  

Fiscal 2016

     50,000        430        —          N/A  

2042 Unsecured Notes

           

Fiscal 2017 (through June 30, 2017)

   $ 100,000      $ 1,357        —        $ 1,013  

Fiscal 2016

     100,000        859        —          1,002  

Fiscal 2015

     100,000        702        —          982  

Fiscal 2014

     100,000        2,294        —          943  

Fiscal 2013

     100,000        2,411        —          934  

Fiscal 2012

     100,000        571        —          923  

Senior Secured Notes

           

Fiscal 2017 (through June 30, 2017)

   $ —        $ —          —          N/A  

Fiscal 2016

     75,000        645        —          N/A  

Fiscal 2015

     75,000        527        —          N/A  

Fiscal 2014

     75,000        1,721        —          N/A  

Fiscal 2013

     75,000        1,808        —          N/A  

Fiscal 2012

     75,000        428        —          N/A  

Term Loans

           

Fiscal 2017 (through June 30, 2017)

   $ 50,000      $ 678        —          N/A  

Fiscal 2016

     50,000        430        —          N/A  

Fiscal 2015

     50,000        351        —          N/A  

Fiscal 2014

     50,000        1,147        —          N/A  

Fiscal 2013

     50,000        1,206        —          N/A  

Fiscal 2012

     50,000        285        —          N/A  

Fiscal 2011

     35,000        653        —          N/A  

Fiscal 2010

     35,000        233        —          N/A  

Total Senior Securities

           

Fiscal 2017 (through June 30, 2017)

   $ 300,000      $ 4,070        —          N/A  

Fiscal 2016

     390,200        3,354        —          N/A  

Fiscal 2015

     432,900        3,039        —          N/A  

Fiscal 2014

     225,000        5,162        —          N/A  

Fiscal 2013

     225,000        5,425        —          N/A  

Fiscal 2012

     489,452        2,794        —          N/A  

Fiscal 2011

     236,355        4,410        —          N/A  

Fiscal 2010

     435,000        2,901        —          N/A  

Fiscal 2009

     88,114        8,920        —          N/A  

 

63


Table of Contents

 

(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 all 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 is allocated based on the amount outstanding in each class of debt at the end of the period. As of June 30, 2017, asset coverage was 407.0%.
(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 except for the 2042 Unsecured Notes which are publicly traded. The Average Market Value Per Unit is calculated by taking the daily average closing price during the period and dividing it by twenty-five dollars per share and multiplying the result by one thousand to determine a unit price per thousand consistent with Asset Coverage Per Unit. The average market value for the fiscal 2017, 2016, 2015, 2014, 2013 and 2012 periods was $101,286, $100,175, $98,196, $94,301, $93,392, and $92,302, respectively.

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 the Administrator 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 October 15, 2015, SSLP entered into an amended and restated servicing agreement with the Company. SSLP 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 SSLP’s ongoing business affairs in exchange for a fee. Either party may terminate this agreement upon 30 days’ written notice to the other.

On August 5, 2016, SSLP II entered into a servicing agreement with the Company. SSLP II 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 SSLP II’s ongoing business affairs in exchange for a fee. Either party may terminate this agreement upon 30 days’ written notice to the other.

 

64


Table of Contents

Off-Balance Sheet Arrangements

The Company had unfunded debt and equity commitments to various delayed draw loans as well as to Crystal Financial LLC. The total amount of these unfunded commitments as of June 30, 2017 and December 31, 2016 is $52.1 million and $64.0 million, respectively, comprised of the following:

 

     June 30,
2017
     December 31,
2016
 

Crystal Financial LLC

   $ 44.3      $ 44.3  

MRI Software LLC

     2.9        —    

aTyr Pharma, Inc.

     2.5        5.0  

CardioFocus, Inc.

     2.0        —    

Island Medical Management Holdings, LLC

     0.4        —    

Vapotherm, Inc.

     —          10.0  

SentreHeart, Inc.

     —          2.5  

Conventus Orthopaedics, Inc.

     —          2.2  
  

 

 

    

 

 

 

Total Commitments*

   $ 52.1      $ 64.0  
  

 

 

    

 

 

 

 

* The Company controls the funding of the Crystal Financial LLC commitment and may cancel it at its discretion.

As of June 30, 2017 and December 31, 2016, the Company had sufficient cash available and/or liquid securities available to fund its commitments as well as the commitments to Senior Secured Unitranche Loan Program LLC (“SSLP”), Senior Secured Unitranche Loan Program II LLC (“SSLP II”) and Solar Life Science Program LLC (“LSJV”), all disclosed in the notes to the Consolidated Financial Statements.

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.

 

65


Table of Contents

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 2017

        

August 1, 2017

     September 21, 2017        October 3, 2017      $ 0.40  

May 2, 2017

     June 22, 2017        July 5, 2017        0.40  

February 22, 2017

     March 23, 2017        April 4, 2017        0.40  
        

 

 

 

Total 2016

         $ 1.20  
        

 

 

 

Fiscal 2016

        

November 2, 2016

     December 15, 2016        January 4, 2017      $ 0.40  

August 2, 2016

     September 22, 2016        October 4, 2016        0.40  

May 3, 2016

     June 23, 2016        July 1, 2016        0.40  

February 24, 2016

     March 24, 2016        April 1, 2016        0.40  
        

 

 

 

Total 2016

         $ 1.60  
        

 

 

 

Fiscal 2015

        

November 3, 2015

     December 17, 2015        January 6, 2016      $ 0.40  

August 4, 2015

     September 24, 2015        October 2, 2015        0.40  

May 5, 2015

     June 25, 2015        July 1, 2015        0.40  

February 25, 2015

     March 19, 2015        April 2, 2015        0.40  
        

 

 

 

Total 2015

         $ 1.60  
        

 

 

 

Tax characteristics of all distributions will be reported to shareholders on Form 1099 after the end of the calendar year. Future quarterly 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.

 

66


Table of Contents

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 and Mr. Spohler, our Chief Operating Officer and board member, are managing members and senior investment professionals of, and have financial and controlling interests in, the Investment Adviser. In addition, Mr. Peteka, our Chief Financial Officer, Treasurer and Corporate Secretary serves as the Chief Financial Officer for Solar Capital Partners.

 

    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 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 Senior Capital Ltd., a publicly traded BDC, which focuses on investing in senior secured loans, including first lien and second lien debt instruments. 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 Senior 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 Capital Ltd. and Crystal Financial LLC, between Solar Capital Ltd. and Senior Secured Unitranche Loan Program LLC, between Solar Capital Ltd. and SSLP 2016-1, LLC, between Solar Capital Ltd. and Solar Life Science Program LLC, between Solar Capital Ltd. and Senior Secured Unitranche Loan Program II LLC and between Solar Capital Ltd. and SSLP II 2016-1, LLC. These transactions may occur in the normal course of business. No administrative fees are paid to Solar Capital Partners by Crystal Financial LLC, Senior Secured Unitranche Loan Program LLC, Solar Life Science Program LLC or Senior Secured Unitranche Loan Program II 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.

 

67


Table of Contents

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are subject to financial market risks, including changes in interest rates. During the six months ended June 30, 2017, certain of the investments in our portfolio had floating interest rates. These floating rate investments were primarily based on floating LIBOR and typically have durations of one to three months after which they reset to current market interest rates. Additionally, some of these investments have LIBOR floors. The Company also has a revolving credit facility that is generally based on floating LIBOR. Assuming no changes to our balance sheet as of June 30, 2017 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 reduce our net investment income by two cents per average share over the next twelve months. Assuming no changes to our balance sheet as of June 30, 2017 and no new defaults by portfolio companies, a hypothetical one percent increase in LIBOR on our floating rate assets and liabilities would increase our net investment income by approximately thirteen 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, swaps 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. At June 30, 2017, we have no interest rate hedging instruments outstanding.

 

Increase (Decrease) in LIBOR

     (0.25 %)      1.00

Increase (Decrease) in Net Investment Income Per Share Per Year

   ($ 0.02   $ 0.13  

We may also have exposure to foreign currencies (e.g., Canadian Dollars) through various investments. These investments are converted into U.S. dollars at the balance sheet date, exposing us to movements in foreign exchange rates. In order to reduce our exposure to fluctuations in foreign exchange rates, we may borrow from time-to-time in such currencies (e.g., Canadian Dollars) under our multi-currency revolving credit facility or enter into forward currency or similar contracts.

Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

As of June 30, 2017 (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 second quarter of 2017 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

68


Table of Contents

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 within 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 April 28, 2017 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 June 30, 2017.

 

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(2)
  4.2    Indenture, dated as of November 16, 2012, between the Registrant and U.S. Bank National Association as trustee(3)
  4.3    First Supplemental Indenture, dated November 16, 2012, relating to the 6.75% Senior Notes due 2042, between the Registrant and U.S. Bank National Association as trustee(3)

 

69


Table of Contents

Exhibit

Number

  

Description

  4.4    In accordance with Item 601(b)(4)(iii)(A) of Regulation S-K, certain instruments respecting long-term debt of the Registrant have been omitted but will be furnished to the SEC upon request
10.1    Dividend Reinvestment Plan(1)
10.2    Form of Senior Secured Credit Agreement by and between the Registrant, Citibank, N.A., as administrative agent, the lenders party thereto, JPMorgan Chase Bank, N.A., as syndication agent, and SunTrust Bank, as documentation agent(9)
10.3    Form of Amendment No. 1 to the Senior Secured Credit Agreement by and between the Registrant, the Lenders and Citibank, N.A., as administrative agent(5)
10.4    Form of Amendment No. 2 to the Senior Secured Credit Agreement by and between the Registrant, the Lenders and Citibank, N.A., as administrative agent(10)
10.5    First Amended and Restated Investment Advisory and Management Agreement by and between the Registrant and Solar Capital Partners, LLC(11)
10.6    Form of Custodian Agreement(7)
10.7    Amended and Restated Administration Agreement by and between Registrant and Solar Capital Management, LLC(6)
10.8    Form of Indemnification Agreement by and between Registrant and each of its directors(1)
10.9    Trademark License Agreement by and between Registrant and Solar Capital Partners, LLC(1)
10.10    Form of Share Purchase Agreement by and between Registrant and Solar Capital Investors II, LLC(2)
10.11    Form of Registration Rights Agreement(4)
10.12    Form of Subscription Agreement(4)
10.13    Form of Amended and Restated Limited Liability Company Agreement, dated as of October 15, 2015, between Solar Capital Ltd., 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(8)
10.14    Form of Senior Secured Unitranche Loan Program II LLC Amended and Restated Limited Liability Company Agreement, dated as of August 5, 2016, by and between Solar Capital Ltd. and WFI Loanco, LLC(12)
10.15    Form of Solar Life Science Program LLC Limited Liability Company Agreement, dated as of February 22, 2017, by and between Solar Capital Ltd., Solar Senior Capital Ltd. and Deerfield Solar Holdings LLC(13)
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.*
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 Capital Ltd.’s registration statement on Form N-2 Pre-Effective Amendment No. 7 (File No. 333-148734) filed on January 7, 2010.

 

70


Table of Contents
(2) Previously filed in connection with Solar Capital Ltd.’s registration statement on Form N-2 (File No 333-148734) filed on February 9, 2010.
(3) Previously filed in connection with Solar Capital Ltd.’s registration statement on Form N-2 Post-Effective Amendment No. 6 (File No. 333-172968) filed on November 16, 2012.
(4) Previously filed in connection with Solar Capital Ltd.’s report on Form 8-K filed on November 29, 2010.
(5) Previously filed in connection with Solar Capital Ltd.’s report on Form 10-Q filed on July 31, 2013.
(6) Previously filed in connection with Solar Capital Ltd.’s registration statement on Form N-2 Post-Effective Amendment No. 10 (File No. 333-172968) filed on November 12, 2013.
(7) Previously filed in connection with Solar Capital Ltd.’s report on Form 10-K filed on February 25, 2014.
(8) Previously filed in connection with Solar Capital Ltd.’s report on Form 10-Q filed on November 3, 2015.
(9) Previously filed in connection with Solar Capital Ltd.’s report on Form 8-K filed on July 6, 2012.
(10) Previously filed in connection with Solar Capital Ltd.’s report on Form 10-Q filed on November 2, 2016.
(11) Previously filed in connection with Solar Capital Ltd.’s report on Form 10-Q filed on August 2, 2016.
(12) Previously filed in connection with Solar Capital Ltd.’s report on Form 8-K filed on August 11, 2016.
(13) Previously filed in connection with Solar Capital Ltd.’s report on Form 10-Q filed on May 2, 2017.
* Filed herewith.

 

71


Table of Contents

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 August 1, 2017.

 

SOLAR 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)

 

 

72