No. 812-
U.S. SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
APPLICATION
FOR AN AMENDED ORDER PURSUANT TO SECTIONS 17(d), 57(a)(4) AND 57(i) OF THE INVESTMENT COMPANY ACT OF 1940 AND RULE
17d-1
UNDER THE INVESTMENT COMPANY ACT OF 1940 PERMITTING CERTAIN JOINT TRANSACTIONS OTHERWISE
PROHIBITED BY SECTIONS 17(d), 57(a)(4) AND 57(i) OF THE INVESTMENT COMPANY ACT OF 1940 AND RULE
17d-1
UNDER THE INVESTMENT COMPANY ACT OF 1940
SOLAR CAPITAL LTD.
SOLAR SENIOR CAPITAL LTD.
SOLAR CAPITAL PARTNERS, LLC
500 Park
Avenue
New York, NY 10022
(212) 993-1670
All Communications, Notices and Orders to:
Michael S. Gross
Chief
Executive Officer
Solar Capital Ltd.
Solar Senior Capital Ltd.
500 Park Avenue
New
York, NY 10022
(212) 993-1670
Copies to:
Steven B. Boehm
Anne G.
Oberndorf
Sutherland Asbill & Brennan LLP
700 Sixth
Street, NW
Washington, DC 20001
(202)
383-0100
January 13, 2017
UNITED STATES OF AMERICA
Before the
SECURITIES
AND EXCHANGE COMMISSION
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In the Matter of:
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SOLAR CAPITAL LTD.
SOLAR
SENIOR CAPITAL LTD.
SOLAR CAPITAL PARTNERS, LLC
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APPLICATION FOR AN AMENDED ORDER PURSUANT TO SECTIONS 17(d), 57(a)(4) AND 57(i) OF THE INVESTMENT COMPANY ACT OF 1940 AND RULE
17d-1
UNDER THE INVESTMENT COMPANY ACT OF 1940
PERMITTING CERTAIN JOINT TRANSACTIONS OTHERWISE PROHIBITED BY SECTIONS 17(d), 57(a)(4) AND 57(i) OF THE INVESTMENT COMPANY ACT OF 1940 AND RULE
17d-1
UNDER THE INVESTMENT COMPANY ACT OF 1940.
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500 Park Avenue
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New York, NY 10022
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(212) 993-1670
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File No. 812-
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Investment Company Act of 1940
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I.
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SUMMARY OF APPLICATION
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On July 28, 2014, Solar Capital Ltd. (
Solar
Capital
), Solar Senior Capital Ltd. (
Solar Senior
and together with Solar Capital, the
Solar Funds
) and Solar Capital Partners, LLC (
Solar
Adviser
and, collectively with the Solar Funds, the
Applicants
) obtained an order from the Securities and Exchange Commission (the
Commission
) pursuant to Sections 17(d),
57(a)(4) and 57(i) of the Investment Company Act of 1940, as amended (the
Act
)
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, and Rule
17d-1
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under the Act permitting certain joint transactions otherwise prohibited by Sections 17(d), 57(a)(4) and 57(i) and Rule
17d-1,
as described more fully therein (the
Prior Order
).
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Except as stated herein, defined terms used in this application
(the
Application
) have the meanings provided in the application for the Prior Order, as amended and restated (the
Prior Application
).
The Applicants hereby seek an amended order (
Amended Order
) from the Commission under Sections 17(d), 57(a)(4) and
57(i) and Rule
17d-1
to extend the relief granted in the Prior Order such that it no longer applies to Future Regulated Funds and Affiliated Funds only if their respective investment adviser is Solar Adviser,
but also applies to Future Regulated Funds and Affiliated Funds whose investment adviser is an investment adviser that controls, is controlled by or is under common control with Solar Adviser and is registered as an investment adviser under the
Advisers Act. Applicants propose to:
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Unless otherwise indicated, all section references herein are to the Act.
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Unless otherwise indicated, all rule references herein are to rules under the Act.
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Solar Capital Ltd., et al.
(File
No. 812-14195)
Release No.
IC-31143
(July 1, 2014) (notice) and Release No.
IC-31187
(July 28, 2014) (order).
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amend the term Adviser defined in the Prior Application to include (a) Solar Adviser and (b) any future investment adviser that controls, is controlled by or is under common control with Solar
Adviser and is registered as an investment adviser under the Advisers Act;
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amend the term Future Regulated Fund defined in the Prior Application to include any registered
closed-end
management investment company or BDC whose investment
adviser is
an
Adviser;
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amend the term Affiliated Fund defined in the Prior Application to include an entity whose investment adviser is
an
Adviser; and
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amend the Conditions of the Prior Application to reference the applicable Adviser as necessary and to include Condition 14, as provided herein.
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A. The Solar Funds
Each of Solar Capital and Solar Senior is a Maryland corporation that is an externally managed,
non-diversified,
closed-end
management investment company that has elected to be regulated as a BDC under the Act.
Solar Capital was formed in February 2007 as Solar Capital LLC. Immediately prior to Solar Capitals initial public offering, Solar Capital LLC was merged with and into Solar Capital. Solar Capital completed its initial public offering on
February 12, 2010. Solar Senior was formed in December 2010 and completed its initial public offering on February 24, 2011. Each of Solar Capital and Solar Senior is managed by Solar Adviser and is provided with administrative services by
Solar Capital Management, LLC. The Solar Funds business models are focused primarily on the origination of investments through portfolio companies or their financial sponsors.
The Solar Funds invest primarily in U.S. middle-market companies, where they believe the supply of primary capital is limited and the
investment opportunities are most attractive. Solar Capitals investment objective is to generate both current income and capital appreciation through debt and equity investments. Solar Capital invests primarily in leveraged middle-market
companies in the form of senior secured loans, mezzanine loans and equity securities. Solar Capitals investments generally range between $5 million and $100 million each, although Solar Capital expects that investment size will vary
proportionately with the size of its capital base and/or with strategic initiatives.
Solar Seniors investment objective is to seek
to maximize current income consistent with the preservation of capital. Solar Senior seeks to achieve its investment objective by directly and indirectly investing primarily in senior loans, including first lien 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. Solar Seniors investments generally range between $5 million and $30 million each,
although Solar Senior expects that investment size will vary proportionately with the size of its capital base. From time to time, the Solar Funds may each invest in public companies that are thinly traded.
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Solar Capital and Solar Senior each has a five-member Board, of which the same three members
serve as
Non-Interested
Directors. As of June 24, 2016, the principals of Solar Adviser, in the aggregate, held, either directly or indirectly, voting power over and a pecuniary interest in approximately
5.9% of Solar Capitals common stock. As of June 30, 2016, the principals of Solar Adviser, in the aggregate, held, either directly or indirectly, voting power over and a pecuniary interest in approximately 7.6% of Solar Seniors
common stock.
B. Solar Adviser
Solar Adviser, a privately held investment adviser registered with the Commission pursuant to Section 203 of the Advisers Act, was
organized as a limited liability company under the laws of the state of Delaware in January 2007. Solar Adviser serves as the investment adviser to each of Solar Capital and Solar Senior and manages their respective portfolios in accordance with
each Solar Funds Objectives and Strategies, makes investment decisions for each Solar Fund, places purchase and sale orders for portfolio transactions for each Solar Fund and otherwise manages the
day-to-day
operations of each Solar Fund, subject to the oversight of each Solar Funds Board.
Solar Adviser manages the investment activities of Solar Capital pursuant to an investment advisory agreement with Solar Capital and the
investment activities of Solar Senior pursuant to an investment advisory agreement with Solar Senior. The management of Solar Adviser currently consists of the following individuals:
Michael S. Gross, Managing Member
Bruce J. Spohler, Senior Vice President and Partner
Guy F. Talarico, Chief Compliance Officer
Richard L. Peteka, Chief Financial Officer
The Applicants respectfully request an Amended Order of the Commission
under Sections 17(d) and 57(i) and Rule
17d-1
to permit, subject to the terms and conditions set forth in the Prior Application and condition 14 herein (together, the
Conditions
), one
or more Regulated Funds to be able to participate in
Co-Investment
Transactions with one or more other Regulated Funds and/or one or more Affiliated Funds. Applicants seek the Amended Order in order to permit
such Regulated Funds and/or Affiliated Funds participating in
Co-Investment
Transactions to be advised either by Solar Adviser or a future investment adviser that controls, is controlled by or is under common
control with Solar Adviser and is registered as an investment adviser under the Advisers Act.
Except as discussed below, the analysis in
Section III, Order Requested, of the Prior Application is equally applicable to this Application, which differs only from the Prior Application in so far as it is intended to apply not only to Solar Adviser, but also to any future
investment adviser that controls, is controlled by or is under common control with Solar Adviser and is registered as an investment adviser under the Advisers Act. Accordingly, that prior analysis is not restated herein.
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A. Protection Provided by the Proposed Conditions
Applicants believe that the Conditions of the Prior Order, as stated in Section III.D of the Prior Application, together with Condition 14
herein will ensure the protection of shareholders of the Regulated Funds and compliance with the purposes and policies of the Act with respect to the
Co-Investment
Transactions.
If the Advisers, the principal owners of any of the Advisers (the
Principals
), or any person controlling, controlled
by, or under common control with the Advisers or the Principals, and the Affiliated Funds (collectively, the
Holders
) own in the aggregate more than 25 percent of the outstanding voting shares of a Regulated Fund (the
Shares
), then the Holders will vote such Shares as required under Condition 14.
Applicants believe that this
condition will ensure that the
Non-Interested
Directors will act independently in evaluating the
Co-Investment
Program, because the ability of the Advisers or the
Principals to influence the
Non-Interested
Directors by a suggestion, explicit or implied, that the
Non-Interested
Directors can be removed will be limited
significantly. The
Non-Interested
Directors shall evaluate and approve any such independent party, taking into account its qualifications, reputation for independence, cost to the shareholders, and other
factors that they deem relevant.
B. Conditions
The Conditions of the Prior Order, as stated in Section III.D of the Prior Application, will remain in effect and references to the
Adviser in the Conditions of the Prior Application shall be updated to reflect that the Application applies to multiple Advisers, as set forth below. In addition, Applicants agree that an Amended Order granting the requested relief shall also
be subject to Condition 14.
1.
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Each time an Adviser considers a Potential
Co-Investment
Transaction for another Regulated Fund or an Affiliated Fund that falls within a Regulated Funds then-current
Objectives and Strategies, the Regulated Funds Adviser will make an independent determination of the appropriateness of the investment for the Regulated Fund in light of the Regulated Funds then-current circumstances.
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a.
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If the Adviser deems a Regulated Funds participation in any Potential
Co-Investment
Transaction to be appropriate for the Regulated Fund, the Adviser will then determine an
appropriate level of investment for the Regulated Fund.
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b.
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If the aggregate amount recommended by the applicable Adviser to be invested by the applicable Regulated Fund in
the Potential
Co-Investment
Transaction, together with the amount proposed to be invested by the other participating Regulated Funds and Affiliated Funds, collectively, in the same transaction, exceeds the
amount of the investment opportunity, the investment opportunity
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will be allocated among them pro rata based on each participants capital available for investment in the asset class being allocated, up to the amount proposed to be invested by each. The
applicable Adviser will provide the Eligible Directors of each participating Regulated Fund with information concerning each participating partys available capital to assist the Eligible Directors with their review of the Regulated Funds
investments for compliance with these allocation procedures.
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c.
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After making the determinations required in conditions 1 and 2(a), the applicable Adviser will distribute written information concerning the Potential
Co-Investment
Transaction
(including the amount proposed to be invested by each Regulated Fund and each Affiliated Fund) to the Eligible Directors of each participating Regulated Fund for their consideration. A Regulated Fund will
co-invest
with another Regulated Fund or an Affiliated Fund only if, prior to the Regulated Funds participation in the Potential
Co-Investment
Transaction, a
Required Majority concludes that:
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i.
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the terms of the Potential
Co-Investment
Transaction, including the consideration to be paid, are reasonable and fair to the Regulated Fund and its shareholders and do not involve
overreaching in respect of the Regulated Fund or its shareholders on the part of any person concerned;
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ii.
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the Potential
Co-Investment
Transaction is consistent with:
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A.
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the interests of the Regulated Funds shareholders; and
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B.
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the Regulated Funds then-current Objectives and Strategies;
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iii.
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the investment by any other Regulated Funds or any Affiliated Funds would not disadvantage the Regulated Fund, and participation by the Regulated Fund would not be on a basis different from or less advantageous than
that of any other Regulated Funds or any Affiliated Funds; provided that, if any other Regulated Fund or any Affiliated Fund, but not the Regulated Fund itself, gains the right to nominate a director for election to a portfolio companys board
of directors or the right to have a board observer or any similar right to participate in the governance or management of the portfolio company, such event shall not be interpreted to prohibit the Required Majority from reaching the conclusions
required by this condition 2(c)(iii), if:
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A.
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the Eligible Directors will have the right to ratify the selection of such director or board observer, if any; and
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the applicable Adviser agrees to, and does, provide periodic reports to the Board of the Regulated Fund with respect to the actions of such director or the information received by such board observer or obtained through
the exercise of any similar right to participate in the governance or management of the portfolio company; and
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C.
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any fees or other compensation that any Regulated Fund or any Affiliated Fund or any affiliated person of any
Regulated Fund or
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any Affiliated Fund receives in connection with the right of a Regulated Fund or an Affiliated Fund to nominate a director or appoint a board observer or otherwise to participate in the
governance or management of the portfolio company will be shared proportionately among the participating Affiliated Funds (who may each, in turn, share its portion with its affiliated persons) and the participating Regulated Funds in accordance with
the amount of each partys investment; and
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the proposed investment by the Regulated Fund will not benefit the
Advisers, the other Regulated Funds, the Affiliated Funds, or any affiliated person of any of them (other than the parties to the
Co-Investment
Transaction), except (A) to the extent permitted by
condition 13, (B) to the extent permitted by Section 17(e) or 57(k) of the Act, as applicable, (C) indirectly, as a result of an interest in the securities issued by one of the parties to the
Co-Investment
Transaction, or (D) in the case of fees or other compensation described in condition 2(c)(iii)(c).
3.
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Each Regulated Fund has the right to decline to participate in any Potential
Co-Investment
Transaction or to invest less than the amount proposed.
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4.
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The applicable Adviser will present to the Board of each Regulated Fund, on a quarterly basis, a record of all investments in Potential
Co-Investment
Transactions made by any of
the other Regulated Funds or Affiliated Funds during the preceding quarter that fell within the Regulated Funds then-current Objectives and Strategies that were not made available to the Regulated Fund, and an explanation of why the investment
opportunities were not offered to the Regulated Fund. All information presented to the Board pursuant to this condition will be kept for the life of the Regulated Fund and at least two years thereafter, and will be subject to examination by the
Commission and its staff.
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5.
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Except for
Follow-On
Investments made in accordance with condition 8, a Regulated Fund will not invest in reliance on the Order in any issuer in which another Regulated Fund,
Affiliated Fund, or any affiliated person of another Regulated Fund or Affiliated Fund is an existing investor.
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6.
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A Regulated Fund will not participate in any Potential
Co-Investment
Transaction unless the terms, conditions, price, class of securities to be purchased, settlement date, and
registration rights will be the same for each participating Regulated Fund and Affiliated Fund. The grant to another Regulated Fund or an Affiliated Fund, but not the Regulated Fund, of the right to nominate a director for election to a portfolio
companys board of directors, the right to have an observer on the board of directors or similar rights to participate in the governance or management of the portfolio company will not be interpreted so as to violate this condition 6, if
conditions 2(c)(iii)(A),(B) and (C) are met.
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a.
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If any Regulated Fund or any Affiliated Fund elects to sell, exchange or otherwise dispose of an interest in a security that was acquired in a
Co-Investment
Transaction, the
applicable Advisers will:
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notify each Regulated Fund that participated in the
Co-Investment
Transaction of the proposed disposition at the earliest practical time; and
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formulate a recommendation as to participation by each Regulated Fund in the disposition.
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b.
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Each Regulated Fund will have the right to participate in such disposition on a proportionate basis, at the same price and on the same terms and conditions as those applicable to the participating Regulated Funds and
Affiliated Funds.
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c.
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A Regulated Fund may participate in such disposition without obtaining prior approval of the Required Majority if: (i) the proposed participation of each Regulated Fund and each Affiliated Fund in such disposition
is proportionate to its outstanding investments in the issuer immediately preceding the disposition; (ii) the Board of the Regulated Fund has approved as being in the best interests of the Regulated Fund the ability to participate in such
dispositions on a pro rata basis (as described in greater detail in this Application); and (iii) the Board of the Regulated Fund is provided on a quarterly basis with a list of all dispositions made in accordance with this condition. In all
other cases, the Adviser will provide its written recommendation as to the Regulated Funds participation to the Regulated Funds Eligible Directors, and the Regulated Fund will participate in such disposition solely to the extent that a
Required Majority determines that it is in the Regulated Funds best interests.
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d.
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Each Regulated Fund and each Affiliated Fund will bear its own expenses in connection with any such disposition.
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8.
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a.
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If any Regulated Fund or any Affiliated Fund desires to make a
Follow-On
Investment in a portfolio company whose securities were acquired in a
Co-Investment
Transaction, the applicable Advisers will:
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i.
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notify each Regulated Fund that participated in the
Co-Investment
Transaction of the proposed transaction at the earliest practical time; and
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ii.
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formulate a recommendation as to the proposed participation, including the amount of the proposed
Follow-On
Investment, by each Regulated Fund.
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b.
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A Regulated Fund may participate in such
Follow-On
Investment without obtaining prior approval of the Required Majority if: (i) the proposed participation of each Regulated
Fund and each Affiliated Fund in such investment is proportionate to its outstanding investments in the issuer immediately preceding the
Follow-On
Investment; and (ii) the Board of the Regulated Fund has
approved as being in the best interests of the Regulated Fund the ability to participate in
Follow-On
Investments on a pro rata basis (as described in greater detail in this Application). In all other cases,
the Adviser will provide its written recommendation as to the Regulated Funds participation to the Eligible Directors, and the Regulated Fund will participate in such
Follow-On
Investment solely to the
extent that a Required Majority determines that it is in the Regulated Funds best interests.
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c.
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If, with respect to any
Follow-On
Investment:
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i.
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the amount of a
Follow-On
Investment is not based on the Regulated Funds and the Affiliated Funds outstanding investments immediately preceding the
Follow-On
Investment; and
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ii.
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the aggregate amount recommended by the applicable Adviser to be invested by the applicable Regulated Fund in the
Follow-On
Investment, together with the amount proposed to be
invested by the other participating Regulated Funds and Affiliated Funds, collectively, in the same transaction, exceeds the amount of the opportunity; then the investment opportunity will be allocated among them pro rata based on each
participants capital available for investment in the asset class being allocated, up to the maximum amount proposed to be invested by each.
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d.
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The acquisition of
Follow-On
Investments as permitted by this condition will be considered a
Co-Investment
Transaction for all purposes and
subject to the other conditions set forth in this Application.
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9.
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The
Non-Interested
Directors of each Regulated Fund will be provided quarterly for review all information concerning Potential
Co-Investment
Transactions and
Co-Investment
Transactions, including investments made by other Regulated Funds and the Affiliated Funds that the Regulated Fund
considered but declined to participate in, so that the
Non-Interested
Directors may determine whether all investments made during the preceding quarter, including those investments which the Regulated Fund
considered but declined to participate in, comply with the conditions of the Order. In addition, the
Non-Interested
Directors will consider at least annually the continued appropriateness for the Regulated
Fund of participating in new and existing
Co-Investment
Transactions.
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10.
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Each Regulated Fund will maintain the records required by section 57(f)(3) of the Act as if each of the Regulated Funds were a business development company and each of the investments permitted under these conditions
were approved by the Required Majority under section 57(f).
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11.
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No
Non-Interested
Director of a Regulated Fund will also be a director, general partner, managing member or principal, or otherwise an affiliated person (as defined in
the Act), of an Affiliated Fund.
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12.
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The expenses, if any, associated with acquiring, holding or disposing of any securities acquired in a
Co-Investment
Transaction (including, without limitation, the expenses of the
distribution of any such securities registered for sale under the 1933 Act) will, to the extent not payable by the Advisers under their respective investment advisory agreements with the Regulated Funds and the Affiliated Funds, be shared by the
Affiliated Funds and the Regulated Funds in proportion to the relative amounts of the securities held or to be acquired or disposed of, as the case may be.
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13.
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Any transaction fee (including
break-up
or commitment fees but excluding brokers fees contemplated by Section 17(e) or 57(k) of the Act, as applicable) received in
connection with a
Co-Investment
Transaction will be distributed to the participating Regulated Funds and Affiliated Funds on a pro rata basis based on the amounts they invested or committed, as the case may
be, in such
Co-Investment
Transaction. If any transaction fee is to be held by an Adviser pending consummation of the transaction, the fee will be deposited into an account maintained by such Adviser at a bank
or banks having the qualifications prescribed in Section 26(a)(1) of the Act, and the account will earn a competitive rate of interest that will also be divided pro rata among the participating Regulated Funds and Affiliated Funds based on the
amounts they invest in such
Co-Investment
Transaction. None of the Affiliated Funds, the Advisers, the other Regulated Funds or any affiliated person of the Regulated Funds or Affiliated Funds will receive
additional compensation or remuneration of any kind as a result of or in connection with a
Co-Investment
Transaction (other than (a) in the case of the Regulated Funds and Affiliated Funds, the pro rata
transaction fees described above and fees or other compensation described in condition 2(c)(iii)(C) and (b) in the case of an Adviser, investment advisory fees paid in accordance with the agreements between the Adviser and the Regulated Funds
or the Affiliated Funds).
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14.
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If the Holders own in the aggregate more than 25% of the Shares of a Regulated Fund, then the Holders will vote such Shares as directed by an independent third party when voting on (1) the election of directors;
(2) the removal of one or more directors; or (3) any other matter under either the Act or applicable State law affecting the Boards composition, size or manner of election.
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IV.
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STATEMENT IN SUPPORT OF RELIEF REQUESTED
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Applicants submit that the analysis in Section
IV, Statement in Support of Relief Requested, of the Prior Application is equally applicable to this Application, which differs only from the Prior Application in so far as it is intended to apply not only to Solar Adviser, but also to
any future investment adviser that controls, is controlled by or is under common control with Solar Adviser and is registered as an investment adviser under the Advisers Act. Accordingly, that prior analysis is not restated herein.
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The Commission previously has issued orders permitting certain investment
companies subject to regulation under the Act and their affiliated persons to
co-invest
in Private Placement Securities. Many precedent orders have granted relief to future investment advisers registered under
the Advisers Act that either control, are controlled by or are under common control with an existing investment adviser applicant.
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Applicants note, in particular, that the amended co- investment
protocol to be followed by Applicants in this Application, as it pertains to the definition of Adviser and Condition 14, is substantially similar to the protocol followed by OFS Capital Corporation and its affiliates for which an order was granted
on October 12, 2016.
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A. Communications
Please address all communications concerning this Application to:
Michael S. Gross
Chief Executive
Officer
Solar Capital Ltd.
Solar Senior Capital Ltd.
500 Park
Avenue
New York, NY 10022
Please address any questions, and a copy of any communications, concerning this Application, the Notice and Order to:
Steven B. Boehm, Esq.
Anne G.
Oberndorf, Esq.
Sutherland Asbill & Brennan LLP
700 Sixth Street N.W.
Washington,
D.C. 20001
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See Fidus Investment Corporation, et al.
(File No. 812-14605) Investment Company Act Rel. Nos. 32381 (December 7, 2016) (notice) and 32411 (January 4, 2017) (order);
Goldman Sachs BDC Inc., et al.
(File
No. 812-14219) Investment Company Act Rel. Nos. 32382 (December 7, 2016) (notice) and 32409 (January 4, 2017) (order);
NF Investment Corp., et al.
(File No. 812-14472) Investment Company Act Rel. Nos. 32340 (October 27, 2016) (notice) and
32362 (November 22, 2016) (order);
Terra Income Fund 6, Inc., et al.
(File No. 812-14452) Investment Company Act Rel. Nos. 32303 (October 4, 2016) (notice) and 32349 (November 1, 2016) (order);
Altegris KKR Commitments Master Fund, et
al.
(File No. 812-14410) Investment Company Act Rel. Nos. 32265 (September 19, 2016) (notice ) and 32319 (October 17, 2016) (order);
OFS Capital Corporation, et al.
(File No. 812-14602) Investment Company Act Rel. Nos. 32197 (September
13, 2016) (notice) and 32312 (October 12, 2016) (order);
AB Private Credit Investors Corporation, et al.
(File No. 812-14453) Investment Company Act Rel. Nos. 32261 (September 13, 2016) (notice ) and 32310 (October 11, 2016) (order);
Bain
Capital Specialty Finance, Inc., et al.
(File No. 812-14575) Investment Company Act Rel. Nos. 32197 (July 29, 2016) (notice) and 32226 (August 23, 2016) (order);
Carey Credit Income Fund, et al.
(File No. 812-14426) Investment Company Act
Rel. Nos. 32138 (June 2, 2016) (notice) and 32164 (June 28, 2016) (order);
Triloma EIG Global Energy Fund, et al.
(File No. 812-14429) Investment Company Act Rel. Nos. 32106 (May 5, 2016) (notice) and 32132 (May 31, 2016) (order);
Capitala
Finance Corp., et al.
(File No. 812-14544) Investment Company Act Rel. Nos. 32102 (May 4, 2016) (notice) and 32136 (June 1, 2016) (order);
OHA Investment Corporation, et al.
(File No. 812-14482) Investment Company Act Rel. Nos. 32061
(March 30, 2016) (notice) and 32094 (April 25, 2016) (order);
NexPoint Capital, Inc., et al.
(File No. 812-14430) Investment Company Act Rel. Nos. 32048 (March 24, 2016) (notice) and 32078 (April 29, 2016) (order);
Crescent Capital
BDC Inc., et al.
(File No. 812-14454) Investment Company Act Rel. Nos. 32018 (March 2, 2016) (notice) and 32056 (March 29, 2016) (order).
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OFS Capital Corporation, et al.
(File No. 812-14602) Investment Company Act Rel. Nos. 32197 (September 13, 2016) (notice) and 32312 (October 12, 2016) (order).
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11
B. Authorizations
The filing of this Application for the order sought hereby and the taking of all acts reasonably necessary to obtain the relief requested
herein was authorized by each Board of the Regulated Fund pursuant to resolutions duly adopted by each Board on January 13, 2017 (attached hereto as Exhibits A and B). All requirements for the execution and filing of this Application in the
name and on behalf of each Applicant by the undersigned have been complied with and the undersigned is fully authorized to do so and has duly executed this Application this 13
th
day of January
2017.
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SOLAR CAPITAL, LTD.
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By:
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/s/ Michael S. Gross
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Name:
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Michael S. Gross
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Title:
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Chief Executive Officer, President, Chairman of the Board of Directors
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SOLAR SENIOR CAPITAL LTD.
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By:
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/s/ Michael S. Gross
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Name:
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Michael S. Gross
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Title:
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Chief Executive Officer, President, Chairman of the Board of Directors
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SOLAR CAPITAL PARTNERS, LLC
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By:
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/s/ Michael S. Gross
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Name:
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Michael S. Gross
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Title:
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Managing Member
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12
VERIFICATION
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STATE OF NEW YORK
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)
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)
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COUNTY OF NEW YORK
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)
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The undersigned states that he has duly executed the attached application dated as of January 13, 2017 for and on behalf of
Solar Capital, Ltd., Solar Capital Partners, LLC, and Solar Senior Capital Ltd. that he is the Chief Executive Officer, President and Chairman of the Board of Directors of Solar Capital, Ltd. and Solar Senior Capital Ltd., and the Managing Member of
Solar Capital Partners, LLC, and that all action by officers, directors, and other bodies necessary to authorize the undersigned to execute and file such instrument has been taken. The undersigned further states that he is familiar with such
instrument, and the contents thereof, and that the facts therein set forth are true to the best of his knowledge, information and belief.
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SOLAR CAPITAL, LTD.
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|
|
By:
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/s/ Michael S. Gross
|
Name:
|
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Michael S. Gross
|
Title:
|
|
Chief Executive Officer,
President, Chairman of the
Board of Directors
|
|
SOLAR SENIOR CAPITAL LTD.
|
|
|
By:
|
|
/s/ Michael S. Gross
|
Name:
|
|
Michael S. Gross
|
Title:
|
|
Chief Executive Officer, President, Chairman of the Board of Directors
|
|
SOLAR CAPITAL PARTNERS, LLC
|
|
|
By:
|
|
/s/ Michael S. Gross
|
Name:
|
|
Michael S. Gross
|
Title:
|
|
Managing Member
|
13
Exhibit A
Resolutions of the Board of Directors of Solar Capital Ltd.
WHEREAS
, the Board of Directors has reviewed Solar Capital Ltd.s (the
Company)
Co-Investment
Exemptive Application (the
Exemptive Application
) involving the Company, Solar Senior Capital Ltd. and certain affiliates thereof as specified in the Exemptive
Application, a copy of which is attached hereto as
Exhibit A,
for an amended order of the U.S. Securities and Exchange Commission (the
SEC
) pursuant to Section 57(i) of the Investment Company Act of 1940, as
amended (the
1940 Act
), and Rule
17d-1
promulgated under the 1940 Act, permitting certain joint transactions that otherwise may be prohibited by Section 17(d) and
Section 57(a)(4) of the 1940 Act.
NOW, THEREFORE, BE IT RESOLVED
, that the Authorized Officers (as defined below), shall be,
and each of them individually hereby is, authorized, empowered and directed, in the name and on behalf of the Company, to cause to be executed, delivered and filed with the SEC the Exemptive Application, in substantially the form attached hereto
as
Exhibit A
;
and
FURTHER RESOLVED
, that the Authorized Officers shall be, and each of them individually
hereby is, authorized, empowered and directed, in the name and on behalf of the Company, to cause to be made, executed, delivered and filed with the SEC any amendments to the Exemptive Application and any additional applications for exemptive relief
as are determined necessary, advisable or appropriate by any such officers in order to effectuate the foregoing, such determination to be conclusively evidenced by the taking of any such action;
and
FURTHER RESOLVED
, that all acts and things previously done by any of the Authorized Officers, on or prior to the date hereof, in the
name and on behalf of the Company in connection with the foregoing resolutions are in all respects authorized, ratified, approved, confirmed and adopted as the acts and deeds by and on behalf of the Company;
and
FURTHER RESOLVED
, that any officer of the Company be, and each of them hereby is, authorized, empowered and directed to certify and
deliver copies of these resolutions to such governmental bodies, agencies, persons, firms or corporations as such officer may deem necessary and to identify by such officers signature or certificate, or in such form as may be required, the
documents and instruments presented to and approved herein and to furnish evidence of the approval, by an officer authorized to give such approval, of any document, instrument or provision or any addition, deletion or change in any document or
instrument; and
FURTHER RESOLVED
, that for purposes of the foregoing resolutions, the Authorized Officers of the Company shall be
the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer and the Secretary of the Company (collectively, the
Authorized Officers
).
14
Exhibit B
Resolutions of the Board of Directors of Solar Senior Capital Ltd.
WHEREAS
, the Board of Directors has reviewed Solar Senior Capital Ltd.s (the
Company)
Co-Investment
Exemptive Application (the
Exemptive Application
) involving the Company, Solar Capital Ltd. and certain affiliates thereof as specified in the Exemptive
Application, a copy of which is attached hereto as
Exhibit A
, for an amended order of the U.S. Securities and Exchange Commission (the
SEC
) pursuant to Section 57(i) of the Investment Company Act of 1940,
as amended (the
1940 Act
), and Rule
17d-1
promulgated under the 1940 Act, permitting certain joint transactions that otherwise may be prohibited by Section 17(d) and
Section 57(a)(4) of the 1940 Act.
NOW, THEREFORE, BE IT RESOLVED
, that the Authorized Officers (as defined below), shall be,
and each of them individually hereby is, authorized, empowered and directed, in the name and on behalf of the Company, to cause to be executed, delivered and filed with the SEC the Exemptive Application, in substantially the form attached hereto
as
Exhibit A
;
and
FURTHER RESOLVED
, that the Authorized Officers shall be, and each of them individually
hereby is, authorized, empowered and directed, in the name and on behalf of the Company, to cause to be made, executed, delivered and filed with the SEC any amendments to the Exemptive Application and any additional applications for exemptive relief
as are determined necessary, advisable or appropriate by any such officers in order to effectuate the foregoing, such determination to be conclusively evidenced by the taking of any such action;
and
FURTHER RESOLVED
, that all acts and things previously done by any of the Authorized Officers, on or prior to the date hereof, in the
name and on behalf of the Company in connection with the foregoing resolutions are in all respects authorized, ratified, approved, confirmed and adopted as the acts and deeds by and on behalf of the Company;
and
FURTHER RESOLVED
, that any officer of the Company be, and each of them hereby is, authorized, empowered and directed to certify and
deliver copies of these resolutions to such governmental bodies, agencies, persons, firms or corporations as such officer may deem necessary and to identify by such officers signature or certificate, or in such form as may be required, the
documents and instruments presented to and approved herein and to furnish evidence of the approval, by an officer authorized to give such approval, of any document, instrument or provision or any addition, deletion or change in any document or
instrument; and
FURTHER RESOLVED
, that for purposes of the foregoing resolutions, the Authorized Officers of the Company shall be
the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer and the Secretary of the Company (collectively, the
Authorized Officers
).
15
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