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 JUNE 21, 2019
PRELIMINARY PROSPECTUS
$1,000,000,000
Solar 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 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, stretch-senior loans, unitranche loans, leases and to a
lesser extent, unsecured loans and equity securities. Securities rated below investment grade, including the investments we target, are speculative and 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.
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 $1,000,000,000 of our common stock, preferred stock, debt securities, subscription rights to purchase shares of our 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 Securities
and Exchange Commission (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 SLRC. On June 17, 2019, the last reported
sales price on the NASDAQ Global Select Market for our common stock was $20.84 per share.
This prospectus describes some of the general
terms that may apply to an offering of our securities. We will provide the specific terms of these offerings and securities in one or more supplements to this prospectus. We may also authorize one or more free writing prospectuses to be provided to
you in connection with these offerings. The prospectus supplement and any related free writing prospectus may also add, update, or change information contained in this prospectus. You should carefully read this prospectus, the applicable prospectus
supplement, and any related free writing prospectus, and the documents incorporated by reference herein or therein, before buying any of the securities being offered. We are required to file annual, quarterly and current reports, proxy statements
and other information about us with the SEC. 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.solarcapltd.com
.
The SEC 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 17 of this prospectus, and in, or incorporated by reference into, the applicable prospectus
supplement and in any free writing prospectuses we may authorize for use in connection with a specific offering, and under similar headings in the other documents that are incorporated by reference into this prospectus, any prospectus supplement or
free writing prospectus to read about factors you should consider, including the risk of leverage, before investing in our common stock.
Neither the SEC 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.
, 2019