UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________

Form 8-K
_____________________

CURRENT REPORT

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

Date of Report (Date of earliest event Reported): December 18, 2019  

Solar Capital Ltd.
(Exact Name of Registrant as Specified in Charter)

(212) 993-1670
(Registrant's telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company [   ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [   ]

Securities registered pursuant to Section 12(b) of the Act:

Item 1.01. Entry into a Material Definitive Agreement.

On December, 18, 2019, Solar Capital Ltd. (the “Company”) entered into a Third Supplement to Note Purchase Agreement, dated as of December 18, 2019 (the “Supplement”), to that certain Note Purchase Agreement dated as of November 8, 2016 (the “NPA”). Pursuant to the Supplement, on December 18, 2019, the Company issued to certain institutional investors, in a private placement, $200 million in aggregate principal amount of unsecured notes comprised of (i) $125 million aggregate principal amount of five-year, 4.2% Series 2016D unsecured notes, Tranche A, due December 15, 2024, and (ii) $75 million aggregate principal amount of seven-year, 4.375% Series 2016D unsecured notes, Tranche B, due December 15, 2026 (together, the “Series 2016D Notes”), as an additional series of notes under the NPA. Except as set forth in the Supplement, the Series 2016D Notes have the same terms as the Series 2016A, Series 2016B and Series 2016C notes that were previously issued pursuant to the NPA, and the first supplement and second supplement thereto, respectively. Interest on the Series 2016D Notes will be payable semi-annually on June 15 and December 15 in each year, commencing June 15, 2020. The NPA also contains customary terms and conditions for unsecured notes issued in a private placement.

Item 9.01. Financial Statements and Exhibits.

(a) Not applicable.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT 99.1

Solar Capital Ltd. Issues $200 Million of Unsecured Notes

NEW YORK, Dec. 18, 2019 (GLOBE NEWSWIRE) -- Solar Capital Ltd. (NASDAQ: SLRC) (the “Company”) announced that it has issued $200 million in aggregate of unsecured notes in a private placement comprised of $125 million principal amount of five-year, 4.2% unsecured notes due December 15, 2024 as well as $75 million principal amount of seven-year, 4.375% unsecured notes due December 15, 2026 (the “Notes”). Interest on the Notes will be payable semi-annually. The proceeds from the issuance will initially be used to reduce outstanding borrowings on the Company’s revolving credit facility before funding additional portfolio company investments and general corporate purposes.

“We are pleased to diversify our capital structure with the addition of these long term, fixed-rate unsecured notes,” said Michael Gross, CO-CEO of Solar Capital Ltd. “The issuance enhances our unsecured-to-secured debt mix and further extends the maturity profile of our debt financing.”

“The Company’s strong performance has enabled it to issue unsecured financing at very attractive rates,” said Bruce Spohler, CO-CEO of Solar Capital Ltd. “Our ability to take advantage of diverse funding sources is important to optimizing our capital structure.” 

About Solar Capital Ltd.

Solar Capital Ltd. is a closed-end investment company that has elected to be treated as a business development company under the Investment Company Act of 1940. A specialty finance company with expertise in several niche markets, the Company primarily invests directly and indirectly in leveraged, U.S. middle market companies in the form of cash flow senior secured loans including first lien and second lien debt instruments and asset-based loans including senior secured loans collateralized on a first lien basis primarily by current assets.

Forward-Looking Statements

Statements included herein may constitute “forward-looking statements,” which relate to future events or our future performance or financial condition. These statements are not guarantees of future performance, conditions or results and involve a number of risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in our filings with The Securities and Exchange Commission. Solar Capital Ltd. undertakes no duty to update any forward-looking statements made herein, unless required to do so by applicable law.

Contact
Solar Capital Ltd.
Investor Relations
(646) 308-8770