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): June 10, 2019
Solar Capital Ltd.
(Exact name of registrant as specified in its charter)
| Maryland | 814-00754 | 26-1381340 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
| 500 Park Avenue, New York, NY | 10022 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (212) 993-1670
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common stock, par value $0.01 per share | SLRC | The NASDAQ Global Select Market |
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. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 10, 2019, the Board of Directors (the “Board”) of Solar Capital Ltd. (the “Company”) appointed each of Mr. Michael S. Gross and Mr. Bruce J. Spohler to serve as the Company’s Co-Chief Executive Officers effective immediately (the “Appointment”). Prior to the Appointment, Mr. Gross served as the Company’s Chief Executive Officer and President and Mr. Spohler served as the Company’s Chief Operating Officer. Messrs. Gross and Spohler will continue to serve in their roles as the Company’s President and Chief Operating Officer, respectively.
Mr. Gross, age 57, has served as the Managing Member, the Chairman of the Board of Directors and the Chief Executive Officer of Solar Capital LLC since its inception in February 2007. Solar Capital LLC converted to the Company in November 2007. Mr. Gross has been the Chairman of the Board of Directors of the Company since December 2007, and Chief Executive Officer and President since November 2007. In addition, Mr. Gross has been the Chairman of the Board of Directors, Chief Executive Officer and President of Solar Senior Capital Ltd. since December 2010. Mr. Gross has also been the Chairman of the Board of Directors, Chief Executive Officer and President of SCP Private Credit Income BDC LLC since 2018. In addition, Mr. Gross also currently serves as a Managing Member of the Company’s investment adviser, Solar Capital Partners, LLC.
Mr. Spohler, age 58, was a Senior Vice President of Solar Capital LLC from its inception in February 2007. Solar Capital LLC converted to the Company in November 2007. Mr. Spohler has been a member of the Board of Directors of the Company since September 2009, and the Chief Operating Officer since December 2007. In addition, Mr. Spohler has been the Chief Operating Officer and a Director of Solar Senior Capital Ltd. since December 2010. Mr. Spohler has also served as the Chief Operating Officer and Director of SCP Private Credit Income BDC LLC since 2018. Mr. Spohler also currently serves as a Managing Member of the Company’s investment adviser, Solar Capital Partners, LLC.
Messrs. Gross and Spohler: (i) were not appointed as the Company’s Co-Chief Executive Officers pursuant to any arrangement or understanding with any other person; (ii) do not have a family relationship with any of the Company’s directors or other executive officers; (iii) have not engaged, since the beginning of the Company’s last fiscal year, nor propose to engage, in any transaction in which the Company was or is a participant; and (iv) have not entered into, nor expect to enter into, any material plan, contract, arrangement, grant or award in connection with their Appointment as the Company’s Co-Chief Executive Officers.
| Item 7.01 | Regulation FD Disclosure. |
A copy of the Company’s June 11, 2019 press release announcing the Appointment is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information set forth in the press release shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits |
| (a) | Not applicable. |
| (b) | Not applicable. |
| (c) | Not applicable. |
| (d) | Exhibits |
Exhibit No. | Description | |
| 99.1 | Press release dated June 11, 2019. | |
SIGNATURES
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.
| Solar Capital Ltd. | ||||||||||||||
| Date: June 11, 2019 | By: | /s/ Richard L. Peteka | ||||||||||||
| Richard L. Peteka | ||||||||||||||
| Secretary | ||||||||||||||