The information in this prospectus is not complete and may be changed. We may not sell
these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction
where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED MAY 24, 2018
PROSPECTUS
$250,000,000
Solar Senior Capital Ltd.
Common Stock
Preferred
Stock
Debt Securities
Subscription Rights
Warrants
We are an
externally managed, non-diversified closed-end management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended (the 1940 Act). Our investment objective
is to seek to maximize current income consistent with the preservation of capital. We will seek to achieve our investment objective by investing primarily in senior secured loans, including first lien, stretch-senior, unitranche and second lien debt
instruments, made to private middle-market companies whose debt is rated below investment grade, which we refer to collectively as senior loans. We may also invest in debt of public companies that are thinly traded or in equity
securities.
Under normal market conditions, at least 80% of the value of our net assets (including the amount of any borrowings for
investment purposes) will be invested directly or indirectly in senior loans. Securities rated below investment grade, including the senior loans we target, are often referred to as leveraged loans, high yield or
junk securities, and may be considered high risk compared to debt instruments that are rated investment grade. In addition, some of our debt investments will not fully amortize during their lifetime, which could result in a
loss or a substantial amount of unpaid principal and interest due upon maturity.
We are managed by Solar Capital Partners, LLC. Solar
Capital Management, LLC provides the administrative services necessary for us to operate.
We may offer, from time to time, in one or more
offerings or series, up to $250,000,000 of our common stock, preferred stock, debt securities, subscription rights to purchase shares of common stock, or warrants representing rights to purchase shares of our common stock, preferred stock or debt
securities, which we refer to, collectively, as the securities. The preferred stock, debt securities, subscription rights and warrants offered hereby may be convertible or exchangeable into shares of our common stock. The securities may
be offered at prices and on terms to be described in one or more supplements to this prospectus.
In the event we offer common stock, the
offering price per share of our common stock less any underwriting commissions or discounts will generally not be less than the net asset value per share of our common stock at the time we make the offering. However, we may issue shares of our
common stock pursuant to this prospectus at a price per share that is less than our net asset value per share (a) in connection with a rights offering to our existing stockholders, (b) with the prior approval of the majority (as defined in the
1940 Act) of our common stockholders, or (c) under such other circumstances as the SEC may permit.
The securities may be offered
directly to one or more purchasers, or through agents designated from time to time by us, or to or through underwriters or dealers. The prospectus supplement relating to an offering will identify any agents or underwriters involved in the sale of
the securities, and will disclose any applicable purchase price, fee, commission or discount arrangement between us and our agents or underwriters or among our underwriters or the basis upon which such amount may be calculated. See Plan of
Distribution. We may not sell any of the securities through agents, underwriters or dealers without delivery of this prospectus and a prospectus supplement describing the method and terms of the offering of such securities.
Our common stock is listed on the NASDAQ Global Select Market under the symbol SUNS. On May 22, 2018, the last reported sales
price on the NASDAQ Global Select Market for our common stock was $17.01 per share.
This prospectus, and the accompanying prospectus
supplement, contains important information about us that a prospective investor should know before investing in our common stock. Please read this prospectus, and the accompanying prospectus supplement, before investing, and keep it for future
reference. We are required to file annual, quarterly and current reports, proxy statements and other information about us with the Securities and Exchange Commission. This information is available free of charge by contacting us by mail at 500 Park
Avenue, New York, NY 10022, by telephone at (212) 993-1670 or on our website at
http://www.solarseniorcap.com
. The Securities and Exchange Commission also maintains a website at
http://www.sec.gov
that contains such information.
Information contained on our website is not incorporated by reference into this prospectus, and you should not consider that information to be part of this prospectus or the accompanying prospectus supplement.
An investment in our common stock is very risky and highly speculative. Shares of
closed-end
investment companies, including business development companies, frequently trade at a discount to their net asset value. In addition, the companies in which we invest are subject to special risks. See
Risk
Factors
beginning on page 19 to read about factors you should consider, including the risk of leverage, before investing in our common stock.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
This prospectus may
not be used to consummate sales of shares of common stock unless accompanied by a prospectus supplement.
, 2018