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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549   FORM 10-K    ☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2017 OR  ☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM             TO COMMISSION FILE NUMBER:
814-00849   SOLAR SENIOR
CAPITAL LTD. (Exact name of registrant as specified in its charter)    Maryland

27-4288022(State of Incorporation)

(I.R.S. Employer
Identification Number)500 Park Avenue
New York, N.Y.

10022(Address of principal executive offices)

(Zip Code) Registrants telephone number, including area code:
(212) 993-1670 Securities registered pursuant to Section 12(b) of the Act:  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, par value
$0.01 per share

The NASDAQ Global Select Market Securities registered pursuant to Section 12(g) of the Act: None   Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.    Yes  ☐    No  ☒ Indicate by check mark if the registrant is
not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ☐    No  ☒ Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.    Yes  ☒    No  ☐ Indicate by check mark whether the
registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ☐    No  ☐ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein, and will not be contained, to the best of Registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.  ☒ Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated
filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act.  Large accelerated filer

☐

Accelerated filer

☒Non-accelerated filer

☐

Smaller Reporting Company

☐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.  ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act)    Yes  ☐    No  ☒ The aggregate market value of common stock
held by non-affiliates of the Registrant on June 30, 2017 based on the closing price on that date of $16.74 on the NASDAQ Global Select Market was approximately $253.4 million. For the purposes of
calculating this amount only, all directors and executive officers of the Registrant have been treated as affiliates. There were 16,039,206 shares of the Registrants common stock outstanding as of February 21, 2018. Portions of the registrants Proxy Statement for its 2018 Annual Meeting of Stockholders to be filed not later than 120 days after the
end of the fiscal year covered by this Annual Report on Form 10-K are incorporated by reference into Part III of this Form 10-K.




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SOLAR SENIOR CAPITAL LTD. FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2017 TABLE OF CONTENTS  PagePART IItem 1.

Business


1Item 1A.

Risk Factors


24Item 1B.

Unresolved Staff Comments


53Item 2.

Properties


53Item 3.

Legal Proceedings


53Item 4.

Mine Safety Disclosures


53PART IIItem 5.

Market for Registrants Common Equity, Related Stockholder Matters and
 Issuer Purchases of Equity Securities


54Item 6.

Selected Financial Data


58Item 7.

Managements Discussion and Analysis of Financial Condition and Results
 of Operations


58Item 7A.

Quantitative and Qualitative Disclosures about Market
Risk


79Item 8.

Financial Statements and Supplementary Data


80Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure


120Item 9A.

Controls and Procedures


120Item 9B.

Other Information


120PART IIIItem 10.

Directors, Executive Officers and Corporate Governance


121Item 11.

Executive Compensation


121Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related
 Stockholder Matters


121Item 13.

Certain Relationships and Related Transactions, and Director Independence


121Item 14.

Principal Accounting Fees and Services


121PART IVItem 15.

Exhibits, Financial Statement Schedules


122Item 16.

Form 10-K
Summary


124Signatures


125




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PART I  Item 1.
Business Solar Senior Capital Ltd. (Solar Senior, the Company,
SUNS, we, us or our), a Maryland corporation formed in December 2010, is a closed-end, externally managed,
non-diversified management investment company that has elected to be regulated as a business development company (BDC) under the Investment Company Act of 1940, as amended (the 1940
Act). Furthermore, as the Company is an investment company, it continues to apply the guidance in the Financial Accounting Standard Board (FASB) Accounting Standards Codification (ASC) Topic 946. In addition, for tax
purposes, we have elected to be treated, and intend to qualify annually, as a regulated investment company (RIC) under Subchapter M of the Internal Revenue Code of 1986, as amended (the Code). On February 24, 2011, we priced our initial public offering (the IPO), selling 9.0 million shares, including the
underwriters over-allotment, raising approximately $168 million in net proceeds. Concurrent with this offering, Solar Senior Capital Investors LLC, an entity controlled by Michael S. Gross, our Chairman and Chief Executive Officer, and
Bruce Spohler, our Chief Operating Officer, purchased an additional 500,000 shares of our common stock through a private placement transaction exempt from registration under the Securities Act of 1933, as amended, or the Securities Act (the
Concurrent Private Placement), raising another $10 million. On August 26, 2011, we established a $200 million
senior secured revolving credit facility (the Credit Facility) with Citigroup Global Markets Inc. acting as administrative agent. In connection with the Credit Facility, our wholly-owned subsidiary, SUNS SPV LLC (the SPV) was
formed. The Credit Facility, as amended, currently has an aggregate of $200 million of commitments available. It can also be expanded up to $600 million. The stated interest rate on the Credit Facility is LIBOR plus 2.00% with no LIBOR
floor requirement and the current final maturity date is June 30, 2020. The Credit Facility is secured by all of the assets held by the SPV. Under the terms of the Credit Facility, Solar Senior Capital and the SPV, as applicable, have made
certain customary representations and warranties, and are required to comply with various covenants, including leverage restrictions, reporting requirements and other customary requirements for similar credit facilities. The Credit Facility also
includes usual and customary events of default for credit facilities of this nature. The Credit Facility was amended on November 7, 2012, June 30, 2014 and May 29, 2015 to extend maturities and add greater investment flexibility,
among other changes. We invest primarily in privately held U.S. middle-market companies, where we believe the supply of primary capital
is limited and the investment opportunities are most attractive. We define middle market to refer to companies with annual revenues typically between $50 million and $1 billion. Our investment objective is to seek to maximize
current income consistent with the preservation of capital. We seek to achieve our investment objective by directly and indirectly investing in senior 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 in senior loans. Senior loans typically pay interest at rates which are determined periodically on the
basis of a floating base lending rate, primarily LIBOR, plus a premium. Senior loans in which we invest are typically made to U.S. and, to a limited extent, non-U.S. corporations, partnerships and other
business entities which operate in various industries and geographical regions. Senior loans typically are rated below investment grade. Securities rated below investment grade 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 are not scheduled to fully amortize over their stated
terms, which could cause us to suffer losses if the respective issuer of such debt investment is unable to refinance or repay their remaining indebtedness at maturity. While the Company does not typically seek to invest in traditional equity
securities as part of its investment objective, the Company may occasionally acquire some equity securities in connection with senior loan investments and in certain other unique  1




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circumstances, such as the Companys equity investments in Gemino Healthcare Finance, LLC (Gemino), First Lien Loan Program LLC (FLLP) and NorthMill LLC (North
Mill). We invest in senior loans made primarily to private, leveraged middle-market companies with approximately $20 million
to $100 million of earnings before income taxes, depreciation and amortization (EBITDA). Our business model is focused primarily on the direct origination of investments through portfolio companies or their financial sponsors. Our
direct investments in individual securities generally range between $5 million and $30 million each, although we expect that this investment size will vary with the size of our capital base and/or strategic initiatives. In addition, we may
invest a portion of our portfolio in other types of investments, which we refer to as opportunistic investments, which are not our primary focus but are intended to enhance our overall returns. These opportunistic investments may include, but are
not limited to, direct investments in public companies that are not thinly traded and securities of leveraged companies located in select countries outside of the United States. We may invest up to 30% of our total assets in such opportunistic
investments, including loans issued by non-U.S. issuers, subject to compliance with our regulatory obligations as a BDC under the 1940 Act. Our investment activities are managed by Solar Capital Partners, LLC
(Solar Capital Partners or the Investment Adviser) and supervised by our board of directors, a majority of whom are non-interested, as such term is defined in the 1940 Act. Solar
Capital Management, LLC (Solar Capital Management) provides the administrative services necessary for us to operate. As of
December 31, 2017, our investment portfolio totaled $408.1 million and our net asset value was $270.1 million. Our portfolio was comprised of debt and equity investments in 45 portfolio companies. During our fiscal year ended December 31, 2017, we invested approximately $195 million across 24 portfolio companies. Investments
sold or prepaid during the fiscal year ended December 31, 2017 totaled $156 million. Solar Capital Partners Solar Capital Partners, our investment adviser, is controlled and led by Michael S. Gross, our Chairman and Chief Executive Officer, and
Bruce Spohler, our Chief Operating Officer. They are supported by a team of dedicated investment professionals. Solar Capital Partners investment team has extensive experience in leveraged lending and private equity, as well as significant
contacts with financial sponsors. In addition, Solar Capital Partners serves as investment adviser to Solar Capital Ltd. (or Solar
Capital), a publicly traded BDC that primarily invests directly and indirectly in leveraged, U.S. middle market companies in the form of cash flow senior secured investments including first lien and second lien debt instruments and asset-based
investments including senior secured loans. Through December 31, 2017, the investment team led by Messrs. Gross and Spohler has invested approximately $7 billion in more than 320 different portfolio companies involving an aggregate of
more than 185 different financial sponsors. As of February 21, 2018, Mr. Gross and Mr. Spohler beneficially owned, either directly or indirectly, approximately 5.3% and 3.3%, respectively, of our outstanding common stock. Solar Capital Management Pursuant to an
administration agreement (the Administration Agreement), Solar Capital Management furnishes us with office facilities, equipment and clerical, bookkeeping and record keeping services at such facilities. Under the Administration
Agreement, Solar Capital Management also performs, or oversees the performance of, our required administrative services, which include, among other things, being responsible for the financial records which we are required to maintain and preparing
reports to our stockholders. In addition, Solar Capital Management assists us in determining and publishing our net asset value, oversees the preparation and filing of our tax returns and the printing and dissemination of reports to our
stockholders, and generally oversees the payment of our expenses and the performance of administrative and professional services rendered  2




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to us by others. Solar Capital Management also provides managerial assistance, if any, on our behalf to those portfolio companies that request such assistance. Investments Solar Senior seeks to create
a diverse portfolio of senior loans by investing approximately $5 million to $30 million of capital, on average, in the individual securities of leveraged companies, including middle-market companies. We expect that this investment size
will vary proportionately with the size of our capital base and/or for strategic initiatives. We may also invest in debt of public companies that are thinly traded. 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 in senior loans. Senior loans typically pay interest at
rates which are determined periodically on the basis of a floating base lending rate, primarily LIBOR, plus a premium. Senior loans in which we invest are typically made to U.S. and, to a limited extent,
non-U.S. corporations, partnerships and other business entities which operate in various industries and geographical regions. Senior loans typically are rated below investment grade. Securities rated below
investment grade 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. Senior secured
loans, however are generally less risky than subordinated debt, bearing lower leverage and higher recovery statistics. In addition, many of our debt investments are not scheduled to fully amortize over their stated terms, which could cause us to
suffer losses if the respective issuer of such debt investment is unable to refinance or repay their remaining indebtedness at maturity. In addition to senior secured loans, we may invest a portion of our portfolio in opportunistic investments, which are not our primary focus,
but are intended to enhance our returns to stockholders. These investments may include similar direct investments in public companies that are not thinly traded and securities of leveraged companies located in select countries outside of the United
States. We may invest up to 30% of our total assets in such opportunistic investments, including loans issued by non-U.S. issuers, subject to compliance with our regulatory obligations as a BDC under the 1940
Act. We currently borrow funds under the Credit Facility and may borrow additional funds to make investments. As a result, we are exposed
to the risks of leverage, which may be considered a speculative investment technique. The use of leverage magnifies the potential for loss on amounts invested and therefore increases the risks associated with investing in our securities. In
addition, the costs associated with our borrowings, including any increase in management fees payable to our investment adviser, Solar Capital Partners, will be borne by our common stockholders. Additionally, we may in the future seek to securitize our loans to generate cash for funding new investments. To securitize loans, we may
create a wholly or partially owned subsidiary and contribute a pool of loans to the subsidiary. This could include the sale of interests in the subsidiary on a non-recourse basis to purchasers who we would
expect to be willing to accept a lower interest rate to invest in investment grade loan pools, and we would retain a portion of the equity in the securitized pool of loans. Moreover, we may acquire investments in the secondary market and, in analyzing such investments, we expect to employ the same or similar
analytical process as we use for our primary investments. We may utilize instruments such as forward contracts, currency options and
interest rate swaps, caps, collars and floors to seek to hedge against fluctuations in the relative values of our portfolio positions from changes in currency exchange rates and market interest rates. Hedging against a decline in the values of our
portfolio positions does not eliminate the possibility of fluctuations in the values of such positions or prevent losses if the values of such positions decline. However, such hedging can establish other positions designed to gain from those same
developments, thereby offsetting the decline in the value of such portfolio positions. Such hedging  3




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transactions may also limit the opportunity for gain if the values of the underlying portfolio positions should increase. It may not be possible to hedge against an exchange rate or interest rate
fluctuation that is so generally anticipated that we are not able to enter into a hedging transaction at an acceptable price. Moreover, for a variety of reasons, we may not seek to establish a perfect correlation between such hedging instruments and
the portfolio holdings being hedged. Any such imperfect correlation may prevent us from achieving the intended hedge and expose us to risk of loss. In addition, it may not be possible to hedge fully or perfectly against currency fluctuations
affecting the value of securities denominated in non-U.S. currencies because the value of those securities is likely to fluctuate as a result of factors not entirely related to currency fluctuations. Our principal focus is to provide senior secured loans, including first lien, stretch-senior and second lien loans, to private middle-market
companies in a variety of industries. We generally seek to target companies that generate positive cash flows. We generally seek to invest in companies from the broad variety of industries in which our investment adviser has direct expertise. The
following is a representative list of the industries in which we may invest.    Aerospace & Defense

  Health Care Facilities  Air Freight & Logistics

  Health Care Providers & Services  Asset Management

  Health Care Technology  Automobiles

  Hotels, Restaurants & Leisure  Automotive Retail

  Industrial Conglomerates  Beverages

  Insurance  Building Products

  Internet Software & Services  Capital Markets

  IT Services  Chemicals

  Leisure Equipment & Products  Commercial Services & Supplies

  Machinery  Communications Equipment

  Media  Construction & Engineering

  Multiline Retail  Consumer Finance

  Paper & Forest Products  Containers & Packaging

  Personal Products  Distributors

  Pharmaceuticals  Diversified Consumer Services

  Professional Services  Diversified Financial Services

  Real Estate Management & Development  Diversified Real Estate Activities

  Research & Consulting Services  Diversified Telecommunications Services

  Software  Electronic Equipment, Instruments & Components

  Specialty Retail  Education Services

  Textiles, Apparel & Luxury Goods  Food Products

  Utilities  Footwear

  Wireless Telecommunications Services  Health Care Equipment & Supplies We may also invest in other industries if we are presented with attractive opportunities. We may invest, to the extent permitted by law, in the securities and instruments of other investment companies, including private funds. We
may also participate in negotiated co-investment transactions with certain affiliates, each of whose investment adviser is Solar Capital Partners, or an investment adviser controlling, controlled by or under
common control with Solar Capital Partners and is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the Advisers Act) in a manner consistent with our investment objective, positions, policies,
strategies and restrictions as well as regulatory requirements and other pertinent factors, and pursuant to the conditions of the new exemptive order obtained from the Securities and Exchange Commission (SEC) on June 13, 2017, which
supersedes the exemptive order we originally obtained on July 28, 2014.  4




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At December 31, 2017, our portfolio consisted of 45 portfolio companies and was
invested 70.1% in senior secured loans and 29.9% in common equity (of which 8.6% is Gemino Healthcare Finance, LLC, 8.8% is First Lien Loan Program LLC and 12.5% is NorthMill LLC), in each case, measured at fair value. We expect that our portfolio
will continue to primarily include senior secured loans. While our primary investment objective is to maximize current income through
direct and indirect investments in U.S. senior secured loans, and we may also invest a portion of the portfolio in opportunistic investments, including foreign securities. Listed below are our top ten portfolio companies and industries based on their fair value and represented as a percentage of total assets as
of December 31, 2017 and 2016: TOP TEN PORTFOLIO COMPANIES AND INDUSTRIES AS OF DECEMBER 31, 2017  Portfolio Company

% of TotalAssetsNorthMill, LLC


9.8
%First Lien Loan Program LLC


6.9
%Gemino Healthcare Finance LLC


6.7
%On Location Events, LLC & PrimeSport Holdings Inc.


2.8
%American Teleconferencing Services, Ltd.


2.8
%Polycom, Inc.


2.3
%Logix Holding Company, LLC


2.0
%PetVet Care Centers, LLC


2.0
%Confie Seguros Holding II Co.


1.9
%Ministry Brands, LLC


1.8
%  Industry

% of TotalAssetsDiversified Financial Services


16.5
%Communications Equipment


8.4
%Health Care Providers & Services


8.0
%Asset Management


7.6
%Professional Services


6.7
%Insurance


6.5
%Software


5.7
%Media


2.8
%Electronic Equipment, Instruments & Components


2.7
%Internet Software & Services


2.5
%  5




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TOP TEN PORTFOLIO COMPANIES AND INDUSTRIES AS OF DECEMBER 31, 2016  Portfolio Company

% of TotalAssetsFirst Lien Loan Program LLC


7.4
%Gemino Healthcare Finance LLC.


6.8
%Polycom, Inc.


2.8
%ABB/Con-Cise Optical Group LLC


2.3
%Material Handling Services, LLC (TFS).


2.1
%Confie Seguros Holding II Co.


1.9
%Securus Technologies, Inc.


1.9
%GenMark Diagnostics, Inc.


1.9
%Falmouth Group Holdings Corp. (AMPAC)


1.8
%Alera Group Intermediate Holdings, Inc.


1.6
%  Industry

% of TotalAssetsHealth Care Providers & Services


11.8
%Communications Equipment


8.4
%Asset Management


8.2
%Diversified Financial Services


7.7
%Professional Services


6.0
%Insurance


5.9
%Software


3.3
%Health Care Equipment & Supplies


2.3
%Food Products


2.2
%Air Freight & Logistics


2.1
% Listed below is the geographic breakdown of the portfolio based on fair value as of December 31, 2017,
2016 and 2015:  Geographic Region

% of Portfolioat December 31, 2017


% of Portfolioat December 31, 2016


% of Portfolioat December 31, 2015United States


100.0
%


100.0
%


100.0
% Investment Selection Process Solar Capital Partners is committed to and utilizes a value-oriented investment philosophy with a focus on the preservation of capital and a
commitment to managing downside exposure. Portfolio Company Characteristics We have identified several criteria that we believe are important in identifying and investing in prospective portfolio companies. These
criteria provide general guidelines for our investment decisions; however, not all of these criteria will be met by each prospective portfolio company in which we choose to invest. Stable Earnings and Strong Free Cash Flow. We seek to invest in companies who have demonstrated stable earnings through economic
cycles. We target companies that can de-lever through consistent generation of cash flows rather than relying solely on growth to service and repay our loans. Value Orientation. Our investment philosophy places a premium on fundamental analysis from an investors perspective and
has a distinct value orientation. We intend to focus on companies in which we can  6




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invest at relatively low multiples of operating cash flow and that are profitable at the time of investment on an operating cash flow basis. Value of Assets. The prospective value of the assets, if any, that collateralizes the loans in which we invest, will be an
important factor in our credit analysis. Our analysis emphasizes both tangible assets, such as accounts receivable, inventory, equipment and real estate, and intangible assets, such as intellectual property, customer lists, networks and databases.
In some of our senior loan transactions, the portfolio companys fundings may be derived from a borrowing base determined by the value of such companys assets. Strong Competitive Position in Industry. We seek to invest in target companies that have developed leading market positions
within their respective markets and are well positioned to capitalize on growth opportunities. We seek companies that demonstrate significant competitive advantages versus their competitors, which we believe should help to protect their market
position and profitability. Diversified Customer and Supplier Base. We seek to invest in businesses that have a diversified
customer and supplier base. We believe that companies with a diversified customer and supplier base are generally better able to endure economic downturns, industry consolidation, changing business preferences and other factors that may negatively
impact their customers, suppliers and competitors. Exit Strategy. We seek to predominantly invest in companies which
provide multiple alternatives for an eventual exit. We look for opportunities that provide an exit typically within three years of the initial capital commitment. We generally seek companies that we believe will provide a steady stream of cash flow to repay our loans and reinvest in their respective
businesses. We believe that such internally generated cash flow, leading to the payment of interest on, and the repayment of the principal of, our investments in portfolio companies represents a key means by which we will be able to exit from our
investments over time. In addition, we also seek to invest in companies whose business models or expected future cash flows offer
attractive exit possibilities. These companies include candidates for strategic acquisition by other industry participants and companies that may repay our investments through an initial public offering of common stock or another capital market
transaction. We generally underwrite our investments on a hold-to-maturity basis, but expensive capital is often repaid prior to stated maturity. Experienced and Committed Management. We generally require that portfolio companies have an experienced management team. We plan
to also require portfolio companies have in place proper incentives to induce management to succeed and to act in concert with our interests as investors, including having significant equity interests. Strong Sponsorship. We generally aim to invest alongside other sophisticated investors. We typically seek to partner with
successful financial sponsors who have historically generated high returns. We believe that investing in these sponsors portfolio companies enables us to benefit from their direct involvement and due diligence. Solar Seniors senior investment team works in concert with sponsors to proactively manage investment opportunities by acting as a
partner throughout the investment process. We actively focus on the middle-market financial sponsor community, with a particular focus on the upper-end of the middle-market (generally sponsors with equity
funds of $800 million to $3 billion). We favor such sponsors because they typically:  

buy larger companies with strong business franchises;  

invest significant amounts of equity in their portfolio companies;  

value flexibility and creativity in structuring their transactions;  7




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

possess longer track records over multiple investment funds;  

have deep management experience and resources;  

have better ability to withstand downturns; and  

possess the ability to support portfolio companies with additional capital. We divide our
coverage of these sponsors among our more senior investment professionals, who are responsible for day-to-day interaction with financial sponsors. We take a proactive
approach, provide quick feedback, deliver on commitments, and are constructive throughout the life cycle of an investment. Due
Diligence Our private equity approach to credit investing typically incorporates extensive in-depth due diligence often alongside the private equity sponsor. In conducting due diligence, we will use publicly available information as well as information from relationships with former and current management
teams, consultants, competitors and investment bankers. We believe that our due diligence methodology allows us to screen a high volume of potential investment opportunities on a consistent and thorough basis. Our due diligence typically includes:  

review of historical and prospective financial information;  

review and valuation of assets;  

research relating to the companys management, industry, markets, products and services and competitors;  

on-site visits;  

discussions with management, employees, customers or vendors of the potential portfolio company;  

review of senior loan documents; and  

background investigations. We also expect to evaluate the private equity sponsor making the
investment. Further, due to Solar Capital Partners considerable repeat business with sponsors, we have direct experience with the management teams of many sponsors. A private equity sponsor is typically the controlling shareholder upon
completion of an investment and as such is considered critical to the success of the investment. The equity sponsor is evaluated along several key criteria, including:  

investment track record;  

industry experience;  

capacity and willingness to provide additional financial support to the company through additional capital contributions, if necessary; and  

reference checks. Throughout the due diligence process, a deal team is in constant dialogue
with the management team of the company in which we are considering to invest to ensure that any concerns are addressed as early as possible through the process and that unsuitable investments are filtered out before considerable time has been
invested. Upon the completion of due diligence and a decision to proceed with an investment in a company, the investment professionals
leading the investment present the investment opportunity to Solar Capital Partners investment committee, which then determine whether to pursue the potential investment. Additional due diligence with respect to any investment may be conducted
on our behalf by attorneys and independent accountants prior to the closing of the investment, as well as other outside advisers, as appropriate.  8




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The Investment Committee All new investments are required to be approved by a consensus of the investment committee of Solar Capital Partners, which is led by Messrs.
Gross and Spohler. The members of Solar Capital Partners investment committee receive no compensation from us. Such members may be employees or partners of Solar Capital Partners and may receive compensation or profit distributions from Solar
Capital Partners. Investment Structure Once we determine that a prospective portfolio company is suitable for investment, we will work with the management of that company and its
other capital providers, including senior, junior and equity capital providers, to structure an investment. We negotiate among these parties to agree on how our investment is expected to perform relative to the other capital in the portfolio
companys capital structure. We seek to invest in portfolio companies primarily in the form of senior loans. These senior loans
typically have current cash pay interest with some amortization of principal. Interest is typically paid on a floating rate basis, often with a floor on the LIBOR rate. We generally seek to obtain security interests in the assets of our portfolio
companies that serve as collateral in support of the repayment of these loans. This collateral may take the form of first or second priority liens on the assets of a portfolio company. Typically, we expect that our senior loans will have final maturities of four to seven years. However, we also expect that our portfolio
companies often may repay these loans early, generally within three years from the date of initial investment. To preserve an acceptable return on investment, we seek to structure these loans with prepayment premiums. In the case of our senior secured loan investments, we seek to tailor the terms of the investment to the facts and circumstances of the
transaction and the prospective portfolio company, negotiating a structure that protects our rights and manages our risk while creating incentives for the portfolio company to achieve its business plan and improve its profitability. For example, in
addition to seeking a senior position in the capital structure of our portfolio companies, we may be able to limit the downside potential of our investments by:  

requiring a total return on our investments (including both interest and potential capital appreciation) that compensates us for credit risk;  

incorporating put rights and call protection into the investment structure; and  

negotiating covenants in connection with our investments that afford our portfolio companies as much flexibility in managing their businesses as possible, consistent with preservation of our capital. Such restrictions
may include affirmative and negative covenants, default penalties, lien protection, change of control provisions and board rights, including either observation or participation rights. Our investments may include equity features, such as warrants or options to buy a minority interest in the portfolio company. Any warrants we
receive with our debt securities generally require only a nominal cost to exercise, and thus, as a portfolio company appreciates in value, we may achieve additional investment return from this equity interest. In addition, we may from time to time
make direct equity investments in portfolio companies. We generally seek to hold most of our investments to maturity or repayment, but
believe we have the ability to sell our investments earlier, including if a liquidity event takes place such as the sale or recapitalization of a portfolio company. Ongoing Relationships with Portfolio Companies Solar Capital Partners monitors our portfolio companies on an ongoing basis. Solar Capital Partners monitors the financial trends of each
portfolio company to determine if it is meeting its business plan and to assess the appropriate course of action for each company.  9




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Solar Capital Partners has several methods of evaluating and monitoring the performance and
fair value of our investments, which include the following:  

Assessment of success in adhering to each portfolio companys business plan and compliance with covenants;  

Periodic and regular contact with portfolio company management and, if appropriate, the financial or strategic sponsor, to discuss financial position, requirements and accomplishments;  

Comparisons to other Solar Capital and Solar Senior Capital portfolio companies in the industry, if any; and  

Review of monthly and quarterly financial statements, asset valuations, and financial projections for portfolio companies. In addition to various risk management and monitoring tools, Solar Capital Partners also uses an investment rating system to characterize and
monitor our expected level of returns on each investment in our portfolio. We use an investment rating scale of 1 to 4. The following is
a description of the conditions associated with each investment rating:  Investment
Rating

Summary Description1

Involves the least amount of risk in our portfolio, the portfolio company is performing above expectations, and the trends and risk factors are generally favorable (including a potential exit)2

Risk that is similar to the risk at the time of origination, the portfolio company is performing as expected, and the risk factors are neutral to favorable; all new investments are initially assessed a grade of 23

The portfolio company is performing below expectations, may be out of compliance with debt covenants, and requires procedures for closer monitoring4

The investment is performing well below expectations and is not anticipated to be repaid in full Solar Capital Partners monitors and, when appropriate, changes the investment ratings assigned to each
investment in our portfolio. As of December 31, 2017 and December 31, 2016, the weighted average investment rating on the fair market value of our portfolio was 2. In connection with our valuation process, Solar Capital Partners reviews
these investment ratings on a quarterly basis. Valuation Procedures We conduct the valuation of our assets, pursuant to which our net asset value is determined at all times consistent with accounting principles
generally accepted in the United States of America (GAAP) and the 1940 Act. Our valuation procedures are set forth in more detail below: The Company conducts the valuation of its assets in accordance with GAAP and the 1940 Act. The Company generally values its assets on a
quarterly basis, or more frequently if required. Investments for which market quotations are readily available on an exchange are valued at the closing price on the date of valuation. The Company may also obtain quotes with respect to certain of its
investments from pricing services or brokers or dealers in order to value assets. When doing so, management determines whether the quote obtained is sufficient according to GAAP to determine the fair value of the investment. If determined adequate,
the Company uses the quote obtained. Debt investments with maturities of 60 days or less shall each be valued at cost plus accreted discount, or minus amortized premium, which is expected to approximate fair value, unless such valuation, in the
judgment of the Investment Adviser, does not represent fair value, in which case such investments shall be valued at fair value as determined in good faith by or under the direction of the Companys board of directors (the Board).  10




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Investments for which reliable market quotations are not readily available or for which the
pricing sources do not provide a valuation or methodology or provide a valuation or methodology that, in the judgment of the Investment Adviser or the Board does not represent fair value, each shall be valued as follows: (i) each portfolio
company or investment is initially valued by the investment professionals responsible for the portfolio investment; (ii) preliminary valuations are discussed with senior management of the Investment Adviser; (iii) independent valuation
firms engaged by, or on behalf of, the Board will conduct independent appraisals and review the Investment Advisers preliminary valuations and make their own independent assessment for (a) each portfolio investment that, when taken
together with all other investments in the same portfolio company, exceeds 10% of estimated total assets, plus available borrowings, as of the end of the most recently completed fiscal quarter, and (b) each portfolio investment that is
presently in payment default; (iv) the Board will discuss the valuations and determine the fair value of each investment in our portfolio in good faith based on the input of the Investment Adviser and, where appropriate, the respective
independent valuation firm. The recommendation of fair value generally considers the following factors among others, as relevant:
applicable market yields; the nature and realizable value of any collateral; the portfolio companys ability to make payments; the portfolio companys earnings and discounted cash flow; the markets in which the issuer does business; and
comparisons to publicly traded securities, among others. When an external event such as a purchase transaction, public offering or
subsequent equity sale occurs, the Company will consider the pricing indicated by the external event to corroborate the valuation. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available
market value, the fair value of the investments may differ significantly from the values that would have been used had a readily available market value existed for such investments, and the differences could be material. Investments are valued utilizing a market approach, an income approach, or both approaches, as appropriate. However, in accordance with ASC 820-10, certain investments that qualify as investment companies in accordance with ASC 946, may be valued using net asset value as a practical expedient for fair value. The market approach uses prices and other
relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a
single present amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. In following these approaches, the types of factors that we may take into account in fair value pricing
our investments include, as relevant: available current market data, including relevant and applicable market trading and transaction comparables, applicable market yields and multiples, security covenants, call protection provisions, the nature and
realizable value of any collateral, the portfolio companys ability to make payments, its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are
public, M&A comparables, and enterprise values, among other factors. When available, broker quotations and/or quotations provided by pricing services are considered as an input in the valuation process. For the fiscal year ended
December 31, 2017, there has been no change to the Companys valuation techniques and the nature of the related inputs considered in the valuation process. Accounting Standards Codification (ASC) Topic 820 classifies the inputs used to measure these fair values into the following
hierarchy: Level1: Quoted prices in active markets for identical assets or liabilities, accessible by the
Company at the measurement date. Level2: Quoted prices for similar assets or liabilities in active markets, or
quoted prices for identical or similar assets or liabilities in markets that are not active, or other observable inputs other than quoted prices. Level3: Unobservable inputs for the asset or liability.  11




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In all cases, the level in the fair value hierarchy within which the fair value measurement
in its entirety falls is determined based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and
considers factors specific to each investment. The exercise of judgment is based in part on our knowledge of the asset class and our prior experience. Determination of fair value involves subjective judgments and estimates. Accordingly, the notes to our consolidated financial statements
express the uncertainty with respect to the possible effect of such valuations, and any change in such valuations, on our consolidated financial statements. Competition Our primary competitors
provide financing to middle-market companies and include other BDCs, commercial and investment banks, commercial financing companies and, to the extent they provide an alternative form of financing, private equity funds. Additionally, alternative
investment vehicles, such as hedge funds, frequently invest in middle-market companies. As a result, competition for investment opportunities at middle-market companies can be intense. While many middle-market companies were previously able to raise
senior debt financing through traditional large financial institutions, we believe this approach to financing is more difficult as implementation of U.S. and international financial reforms limits the capacity of large financial institutions to hold
non-investment grade leveraged loans on their balance sheets. We believe that many of these financial institutions have de-emphasized their service and product offerings
to middle-market companies in particular. Many of our competitors are substantially larger and have considerably greater financial,
technical and marketing resources than we do. For example, some competitors may have a lower cost of funds and access to funding sources that are not available to us. In addition, some of our competitors may have higher risk tolerances or different
risk assessments, which could allow them to consider a wider variety of investments and establish more relationships than us. Furthermore, many of our competitors are not subject to the regulatory restrictions that the 1940 Act imposes on us as a
BDC. We use the industry information available to Messrs. Gross and Spohler and the other investment professionals of Solar Capital Partners to assess investment risks and determine appropriate pricing for our investments in portfolio
companies. In addition, we believe that the relationships of Messrs. Gross and Spohler and the other senior investment professionals of our investment adviser enable us to learn about, and compete effectively for, financing opportunities with
attractive leveraged companies in the industries in which we seek to invest. Staffing We do not currently have any employees. Mr. Gross, our Chairman and Chief Executive Officer, and Mr. Spohler, our Chief Operating
Officer and board member, are managing members and senior investment professionals of, and have financial and controlling interests in, Solar Capital Partners. In addition, Mr. Peteka, our Chief Financial Officer, Treasurer and Corporate
Secretary serves as the Chief Financial Officer for Solar Capital Partners. Guy Talarico, our Chief Compliance Officer, is the Chief Executive Officer of Alaric Compliance Services, LLC, and performs his functions as our Chief Compliance Officer
under the terms of an agreement between Solar Capital Management and Alaric Compliance Services, LLC. Solar Capital Management has retained Mr. Talarico and Alaric Compliance Services, LLC pursuant to its obligations under our Administration
Agreement. Our day-to-day investment operations are
managed by Solar Capital Partners. Based upon its needs, Solar Capital Partners may hire additional investment professionals. In addition, we will reimburse Solar Capital Management for the allocable portion of overhead and other expenses incurred
by it in performing its obligations under the Administration Agreement, including rent and the allocable portion of the cost of the Companys chief compliance officer and chief financial officer and their respective staffs.  12




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Sarbanes-Oxley Act of 2002 The Sarbanes-Oxley Act of 2002 imposes a wide variety of regulatory requirements on publicly-held companies and their insiders. Many of these
requirements affect us. For example:  

Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934 (the 1934 Act), our Chief Executive Officer and Chief Financial Officer must certify the accuracy of the
consolidated financial statements contained in our periodic reports;  

Pursuant to Item 307 of Regulation S-K, our periodic reports must disclose our conclusions about the effectiveness of our disclosure controls and procedures;  

Pursuant to Rule 13a-15 of the 1934 Act, our management must prepare an annual report regarding its assessment of the effectiveness of internal controls over financial reporting
and obtain an audit of the effectiveness of internal controls over financial reporting performed by our independent registered public accounting firm; and  

Pursuant to Item 308 of Regulation S-K and Rule 13a-15 of the 1934 Act, our periodic reports must disclose whether there were
significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material
weaknesses. The Sarbanes-Oxley Act of 2002 requires us to review our current policies and procedures to determine whether
we comply with the Sarbanes-Oxley Act of 2002 and the regulations promulgated thereunder. We will continue to monitor our compliance with all regulations that are adopted under the Sarbanes-Oxley Act of 2002 and will take actions necessary to ensure
that we are in compliance therewith. Business Development Company Regulations A BDC is regulated by the 1940 Act. A BDC must be organized in the United States for the purpose of investing in or lending to primarily
private companies and making significant managerial assistance available to them. A BDC may use capital provided by public stockholders and from other sources to make long-term, private investments in businesses. A BDC provides stockholders the
ability to retain the liquidity of a publicly traded stock while sharing in the possible benefits, if any, of investing in primarily privately owned companies. We may not change the nature of our business so as to cease to be, or withdraw our election as, a BDC unless authorized by vote of a majority
of our outstanding voting securities, as required by the 1940 Act. A majority of the outstanding voting securities of a company is defined under the 1940 Act as the lesser of: (a) 67% or more of such companys voting securities present at
a meeting if more than 50% of the outstanding voting securities of such company are present or represented by proxy, or (b) more than 50% of the outstanding voting securities of such company. We do not anticipate any substantial change in the
nature of our business. As with other companies regulated by the 1940 Act, a BDC must adhere to certain substantive regulatory
requirements. A majority of our directors must be persons who are not interested persons, as that term is defined in the 1940 Act. Additionally, we are required to provide and maintain a bond issued by a reputable fidelity insurance company to
protect the BDC. Furthermore, as a BDC, we are prohibited from protecting any director or officer against any liability to us or our stockholders arising from willful misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of such persons office. As a BDC, we are required to meet an asset coverage ratio, reflecting the value of
our total assets to our total senior securities, which include all of our borrowings and any preferred stock we may issue in the future, of at least 200%. We may also be prohibited under the 1940 Act from knowingly participating in certain
transactions with our affiliates without the prior approval of our directors who are not interested persons and, in some cases, prior approval by the SEC.  13




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We are generally not able to issue and sell our common stock at a price below net asset
value per share without annual shareholder approval. We may, however, sell our common stock, or warrants, options or rights to acquire our common stock, at a price below the then-current net asset value of our common stock if our board of directors
determines that such sale is in our best interests and the best interests of our stockholders, and our stockholders approve such sale. At our Annual Meeting of Stockholders on May 17, 2017, our stockholders approved a proposal authorizing us to
sell up to 25% of our common stock at a price below our then-current asset value per share, subject to the approval by our board of directors for the offering. This authorization expires on the earlier of May 17, 2018 and the date of our 2018
Annual Meeting of Stockholders, which is expected to be held in May 2018. In addition, we may generally issue new shares of our common stock at a price below net asset value in rights offerings to existing stockholders, in payment of dividends and
in certain other limited circumstances. As a BDC, we are generally limited in our ability to invest in any portfolio company in which our
investment adviser or any of its affiliates currently have an investment or to make any co-investments with our investment adviser or its affiliates without an exemptive order from the SEC, subject to certain
exceptions. We will be periodically examined by the SEC for compliance with the 1940 Act. Qualifying Assets Under the 1940 Act, a BDC may not acquire any asset other than assets of the type listed in Section 55(a) of the 1940 Act, which are
referred to as qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at least 70% of the BDCs total assets. The principal categories of qualifying assets relevant to our business are the following:  (1)
Securities purchased in transactions not involving any public offering from the issuer of such securities, which issuer (subject to certain limited exceptions) is an eligible portfolio company, or from any person who
is, or has been during the preceding 13 months, an affiliated person of an eligible portfolio company, or from any other person, subject to such rules as may be prescribed by the SEC. An eligible portfolio company is defined in the 1940 Act as any
issuer which: (a) is organized under the laws of, and has its principal place of business in, the United
States; (b) is not an investment company (other than a small business investment company wholly owned by the BDC) or a
company that would be an investment company but for certain exclusions under the 1940 Act; and (c) satisfies any of the
following: i.) does not have any class of securities that is traded on a national securities exchange; ii.) has a class of securities listed on a national securities exchange, but has an aggregate market value of outstanding
voting and non-voting common equity of less than $250 million; iii.) is
controlled by a BDC or a group of companies including a BDC and the BDC has an affiliated person who is a director of the eligible portfolio company; or iv.) is a small and solvent company having total assets of not more than $4.0 million and capital and surplus of not less
than $2.0 million.  (2)
Securities of any eligible portfolio company which we control, which, as defined by the 1940 Act, is presumed to exist where a BDC beneficially owns more than 25% of the outstanding voting securities of the portfolio
company.  (3)
Securities purchased in a private transaction from a U.S. issuer that is not an investment company or from an affiliated person of the issuer, or in transactions incident thereto, if the issuer is in bankruptcy and
subject to reorganization or if the issuer, immediately prior to the purchase of its securities, was unable to meet its obligations as they came due without material assistance other than conventional lending or financing arrangements.  14




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(4)
Securities of an eligible portfolio company purchased from any person in a private transaction if there is no ready market for such securities and we already own 60% of the outstanding equity of the eligible portfolio
company.  (5)
Securities received in exchange for or distributed on or with respect to securities described in (1) through (4) above, or pursuant to the exercise of warrants or rights relating to such securities.  (6)
Cash, cash equivalents, U.S. government securities or high-quality debt securities maturing in one year or less from the time of investment.  (7)
Office furniture and equipment, interests in real estate and leasehold improvements and facilities maintained to conduct the business operations of the BDC, deferred organization and operating expenses, and other
noninvestment assets necessary and appropriate to its operations as a BDC, including notes of indebtedness of directors, officers, employees, and general partners held by a BDC as payment for securities of such company issued in connection with an
executive compensation plan described in Section 57(j) of the 1940 Act. Under Section 55(b) of the 1940 Act, the
value of a BDCs assets shall be determined as of the date of the most recent financial statements filed by such company with the SEC pursuant to Section 13 of the 1934 Act, and shall be determined no less frequently than annually. Significant Managerial Assistance to Portfolio Companies As a BDC, we offer, and must provide upon request, significant managerial assistance to our portfolio companies. This assistance could involve,
among other things, monitoring the operations of our portfolio companies, participating in board and management meetings, consulting with and advising officers of portfolio companies and providing other organizational and financial guidance. We may
also receive fees for these services. Solar Capital Management provides such managerial assistance, if any, on our behalf to portfolio companies that request this assistance. Temporary Investments Pending investment in other types of qualifying assets, as described above, our investments may consist of cash, cash equivalents,
U.S. government securities or high-quality investment grade debt securities maturing in one year or less from the time of investment, which we refer to, collectively, as temporary investments, so that 70% of our assets are qualifying assets.
Typically, we will invest in U.S. Treasury bills or in repurchase agreements, provided that such repurchase agreements are fully collateralized by cash or securities issued by the U.S. government or its agencies. A repurchase agreement involves the
purchase by an investor, such as us, of a specified security and the simultaneous agreement by the seller to repurchase it at an agreed-upon future date and at a price which is greater than the purchase price by an amount that reflects an
agreed-upon interest rate. There is no percentage restriction on the proportion of our assets that may be invested in such repurchase agreements. However, if more than 25% of our total assets constitute repurchase agreements from a single
counterparty, we would not meet the diversification tests in order to qualify as a RIC for U.S. federal income tax purposes. Thus, we do not intend to enter into repurchase agreements with a single counterparty in excess of this limit. Our
investment adviser will monitor the creditworthiness of the counterparties with which we enter into repurchase agreement transactions. Senior Securities We are permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock senior to our common stock if
our asset coverage, as defined in the 1940 Act, is at least equal to 200% immediately after each such issuance. In addition, while any senior securities remain outstanding, we must make provisions to prohibit any distribution to our stockholders or
the repurchase of such securities or shares unless we meet the applicable asset coverage ratios at the time of the distribution or repurchase. We may also borrow  15




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amounts up to 5% of the value of our total assets for temporary or emergency purposes without regard to asset coverage. We may borrow money, which would magnify the potential for gain or loss on
amounts invested and may increase the risk of investing in us. Code of Ethics We and Solar Capital Partners have each adopted a code of ethics pursuant to Rule 17j-1 under the 1940
Act and Rule 204A-1 under the Advisers Act, respectively, that establishes procedures for personal investments and restricts certain transactions by our personnel. Our codes of ethics generally do not permit
investments by our employees in securities that may be purchased or held by us. You may read and copy these codes of ethics at the SECs Public Reference Room in Washington, D.C. You may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-(800)-SEC-0330. In addition, each code of ethics is available on the EDGAR Database on the
SECs Internet site at http://www.sec.gov. You may also obtain copies of the codes of ethics, after paying a duplicating fee, by electronic request at the following Email address: publicinfo@sec.gov, or by writing the SECs Public
Reference Section, 100 F Street, N.E., Washington, D.C. 20549. Compliance Policies and Procedures We and our investment adviser have adopted and implemented written policies and procedures reasonably designed to detect and prevent violation
of the federal securities laws. We are required to review these compliance policies and procedures annually for their adequacy and the effectiveness of their implementation and to designate a chief compliance officer to be responsible for their
administration. Guy Talarico currently serves as our Chief Compliance Officer. Proxy Voting Policies and Procedures We have delegated our proxy voting responsibility to our investment adviser. A summary of the Proxy Voting Policies and Procedures of our
adviser are set forth below. The guidelines are reviewed periodically by the adviser and our non-interested directors, and, accordingly, are subject to change. As an investment adviser registered under the Advisers Act, Solar Capital Partners has a fiduciary duty to act solely in the best interests of
its clients. As part of this duty, it recognizes that it must vote securities held by its clients in a timely manner free of conflicts of interest. These policies and procedures for voting proxies for investment advisory clients are intended to
comply with Section 206 of, and Rule 206(4)-6 under, the Advisers Act. Our investment
adviser votes proxies relating to our portfolio securities in the best interest of our stockholders. Solar Capital Partners reviews on a case-by-case basis each proposal
submitted for a proxy vote to determine its impact on our investments. Although it generally votes against proposals that may have a negative impact on our investments, it may vote for such a proposal if there exists compelling long-term reasons to
do so. The proxy voting decisions of our investment adviser are made by the senior investment professionals who are responsible for monitoring each of our investments. To ensure that our vote is not the product of a conflict of interest, it requires
that: (i) anyone involved in the decision making process disclose to a managing member of Solar Capital Partners any potential conflict that he or she is aware of and any contact that he or she has had with any interested party regarding a
proxy vote; and (ii) employees involved in the decision making process or vote administration are prohibited from revealing how we intend to vote on a proposal in order to reduce any attempted influence from interested parties. You may obtain information about how we voted proxies by making a written request for proxy voting information to: Solar Capital Partners,
LLC, 500 Park Avenue, New York, NY 10022.  16




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Privacy Principles We are committed to maintaining the privacy of our stockholders and to safeguarding their non-public
personal information. The following information is provided to help you understand what personal information we collect, how we protect that information and why, in certain cases, we may share information with select other parties. Generally, we do not receive any non-public personal information relating to our stockholders,
although certain non-public personal information of our stockholders may become available to us. We do not disclose any non-public personal information about our
stockholders (or former stockholders) to anyone, except as permitted by law or as is necessary in order to service stockholder accounts (for example, to a transfer agent or third party administrator). We restrict access to non-public personal information about our stockholders to employees of our
investment adviser and its affiliates with a legitimate business need for the information. We maintain physical, electronic and procedural safeguards designed to protect the non-public personal information of
our stockholders. Taxation as a Regulated Investment Company As a BDC, we elected to be treated, and intend to qualify annually, as a RIC under Subchapter M of the Code. As a RIC, we generally will not
have to pay corporate-level U.S. federal income taxes on any ordinary income or capital gains that we distribute to our stockholders as dividends. To continue to qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements (as described below). In addition, to qualify for RIC tax treatment we must distribute to our stockholders, for each
taxable year, at least 90% of our investment company taxable income, which generally is our ordinary income plus the excess of our realized net short-term capital gains over our realized net long-term capital losses (the Annual
Distribution Requirement). If we qualify as a RIC and satisfy the Annual Distribution Requirement, then we will not be subject to U.S. federal income tax on the portion of our investment company taxable income and net capital gain (i.e.,
realized net long-term capital gains in excess of realized net short-term capital losses) we distribute (or are deemed to distribute) to stockholders. We will be subject to U.S. federal income tax at the regular corporate rates on any income or
capital gain not distributed (or deemed not distributed) to our stockholders. We will be subject to a 4% nondeductible U.S. federal
excise tax on certain undistributed income unless we distribute in a timely manner an amount at least equal to the sum of (1) 98% of our ordinary income for each calendar year, (2) 98.2% of our capital gain net income for the one-year period ending October 31 in that calendar year and (3) any income realized, but not distributed, and on which we paid no U.S. federal income tax, in preceding years (the Excise Tax Avoidance
Requirement). In order to qualify as a RIC for U.S. federal income tax purposes, we must, among other things:  

at all times during each taxable year, have in effect an election to be treated as a BDC under the 1940 Act;  

derive in each taxable year at least 90% of our gross income from (a) dividends, interest, payments with respect to certain securities loans, gains from the sale of stock or other securities or currencies, or other
income derived with respect to our business of investing in such stock, securities or currencies and (b) net income derived from an interest in a qualified publicly traded partnership; and  

diversify our holdings so that at the end of each quarter of the taxable year:  

at least 50% of the value of our assets consists of cash, cash equivalents, U.S. government securities, securities of other RICs, and other securities if such other securities of any one issuer do not represent more
than 5% of the value of our assets or more than 10% of the outstanding voting securities of the issuer; and  17




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

no more than 25% of the value of our assets is invested in (i) the securities, other than U.S. government securities or securities of other RICs, of one issuer, (ii) the securities of two or more issuers that
are controlled, as determined under applicable tax rules, by us and that are engaged in the same or similar or related trades or businesses or (iii) the securities of one or more qualified publicly traded partnerships. The Regulated Investment Company Modernization Act of 2010, which was generally effective for 2011 and subsequent tax
years, provides some relief from RIC disqualification due to failures of the income and asset diversification requirements, although there may be additional taxes due in such cases. We may be required to recognize taxable income in circumstances in which we do not receive cash. For example, if we hold debt obligations that
are treated under applicable tax rules as having original issue discount (such as debt instruments with payment-in-kind (PIK) interest or, in certain cases,
increasing interest rates or debt instruments issued with warrants), we must include in income each year a portion of the original issue discount that accrues over the life of the obligation, regardless of whether cash representing such income is
received by us in the same taxable year. Because any original issue discount accrued will be included in our investment company taxable income for the year of accrual, we may be required to make a distribution to our stockholders in order to satisfy
the Annual Distribution Requirement, even though we will not have received any corresponding cash amount. Because we may use debt
financing, we will be subject to certain asset coverage ratio requirements under the 1940 Act and financial covenants under loan and credit agreements that could, under certain circumstances, restrict us from making distributions necessary to
satisfy the Annual Distribution Requirement. If we are unable to obtain cash from other sources or are otherwise limited in our ability to make distributions, we could fail to qualify for RIC tax treatment and thus become subject to corporate-level
U.S. federal income tax. Certain of our investment practices may be subject to special and complex U.S. federal income tax provisions
that may, among other things: (i) disallow, suspend or otherwise limit the allowance of certain losses or deductions; (ii) convert lower taxed long-term capital gain into higher taxed short-term capital gain or ordinary income;
(iii) convert an ordinary loss or a deduction into a capital loss (the deductibility of which is more limited); (iv) cause us to recognize income or gain without a corresponding receipt of cash; (v) adversely affect the time as to
when a purchase or sale of securities is deemed to occur; (vi) adversely alter the characterization of certain complex financial transactions; and (vii) produce income that will not be qualifying income for purposes of the 90% gross income
test described above. We will monitor our transactions and may make certain tax elections in order to mitigate the potential adverse effect of these provisions. Gain or loss realized by us from the sale or exchange of warrants acquired by us as well as any loss attributable to the lapse of such
warrants generally will be treated as capital gain or loss. The treatment of such gain or loss as long-term or short-term will depend on how long we held a particular warrant. Upon the exercise of a warrant acquired by us, our tax basis in the stock
purchased under the warrant will equal the sum of the amount paid for the warrant plus the strike price paid on the exercise of the warrant. Failure
to Qualify as a Regulated Investment Company If we were unable to qualify for treatment as a RIC, we would be subject to tax on all of
our taxable income at regular corporate rates. We would not be able to deduct distributions to stockholders, nor would they be required to be made. Such distributions would be taxable to our stockholders as dividends and, provided certain
holding period and other requirements were met, could qualify for treatment as qualified dividend income in the hands of non-corporate stockholders (and thus eligible for a reduced tax rate) to the
extent of our current and accumulated earnings and profits. Subject to certain limitations under the Code, corporate shareholders would be eligible for the dividends received deduction. Distributions in excess of our current and accumulated earnings
and profits would be treated first as a return of capital to the extent of the stockholders tax basis, and any  18




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remaining distributions would be treated as a capital gain. To re-qualify as a RIC in a subsequent taxable year, we would be required to satisfy the RIC
qualification requirements for that year and dispose of any earnings and profits from any year in which we failed to qualify as a RIC. Subject to a limited exception applicable to RICs that qualified as such under Subchapter M of the Code for at
least one year prior to disqualification and that re-qualify as a RIC no later than the second year following the non-qualifying year, we could be subject to tax on any
unrealized net built-in gains in the assets held by us during the period in which we failed to qualify as a RIC that are recognized within the subsequent 5 years, unless we made a special election to pay
corporate-level U.S. federal income tax on such built-in gain at the time of our requalification as a RIC. Investment Advisory Fees Pursuant to an
investment advisory and management agreement (the Advisory Agreement), we have agreed to pay Solar Capital Partners a fee for investment advisory and management services consisting of two componentsa base management fee and an
incentive fee. The base management fee is calculated at an annual rate of 1.00% of our gross assets. For services rendered under the
Advisory Agreement, the base management fee is payable quarterly in arrears. The base management fee is calculated based on the average value of our gross assets at the end of the two most recently completed calendar quarters. Base management fees
for any partial month or quarter will be appropriately pro-rated. For purposes of computing the base management fee, gross assets exclude temporary assets acquired at the end of each fiscal quarter for
purposes of preserving investment flexibility in the next fiscal quarter. Temporary assets include, but are not limited to, U.S. treasury bills, other short-term U.S. government or government agency securities, repurchase agreements or cash
borrowings. The incentive fee has two parts, as follows: one is calculated and payable quarterly in arrears based on our pre-incentive fee net investment income for the immediately preceding calendar quarter. For this purpose, pre-incentive fee net investment income means interest income,
dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that we receive from portfolio companies)
accrued during the calendar quarter, minus our operating expenses for the quarter (including the base management fee, expenses payable under the Administration Agreement to Solar Capital Management, and any interest expense and distributions paid on
any issued and outstanding preferred stock, but excluding the incentive fee). Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as original
issue discount, debt instruments with pay in kind interest and zero coupon securities), accrued income that we have not yet received in cash. Pre-incentive fee net investment income does not include any
realized capital gains, computed net of all realized capital losses or unrealized capital appreciation or depreciation. Pre-incentive fee net investment income, expressed as a rate of return on the value of
our net assets at the end of the immediately preceding calendar quarter, is compared to a hurdle of 1.75% per quarter (7.00% annualized). Our net investment income used to calculate this part of the incentive fee is also included in the amount
of our gross assets used to calculate the 1.00% base management fee. We pay Solar Capital Partners an incentive fee with respect to our pre-incentive fee net investment income in each calendar quarter as
follows:  

no incentive fee in any calendar quarter in which our pre-incentive fee net investment income does not exceed the hurdle of 1.75%;  

50% of our pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any,
that exceeds the hurdle but is less than 2.9167% in any calendar quarter (11.67% annualized). We refer to this portion of our pre-incentive fee net investment income (which exceeds the hurdle but is less than
2.9167%) as the catch-up. The catch-up is meant to provide our investment adviser with 20% of our
pre-incentive fee net investment income as if a hurdle did not apply if this net investment income exceeds 2.9167% in any calendar quarter; and  

20% of the amount of our pre-incentive fee net investment income, if any,
that exceeds 2.9167% in any calendar quarter (11.67% annualized) is payable to Solar Capital Partners (once the hurdle is reached  19




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and the catch-up is achieved, 20% of all pre-incentive fee investment income thereafter is allocated to Solar
Capital Partners). The following is a graphical representation of the calculation of the income-related portion of the
incentive fee: Quarterly Incentive Fee Based on Net Investment Income Pre-incentive fee net investment income (expressed as a percentage of the value of net assets)  LOGO Percentage of pre-incentive fee net investment income allocated to Solar Capital Partners These calculations are appropriately pro-rated for any period of less than three months. You should be
aware that a rise in the general level of interest rates can be expected to lead to higher interest rates applicable to our debt investments. Accordingly, an increase in interest rates would make it easier for us to meet or exceed the incentive fee
hurdle rate and may result in a substantial increase of the amount of incentive fees payable to our investment adviser with respect to pre-incentive fee net investment income. The second part of the incentive fee is determined and payable in arrears as of the end of each calendar year (or upon termination of the
Advisory Agreement, as of the termination date), and equals 20% of our realized capital gains, if any, on a cumulative basis from inception through the end of each calendar year, computed net of all realized capital losses and unrealized capital
depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees with respect to each of the investments in our portfolio. Examples of Quarterly Incentive Fee Calculation Example 1: Income Related Portion of Incentive Fee (*): Alternative 1: Assumptions Investment income (including interest, dividends, fees, etc.) = 1.25% Hurdle rate (1) = 1.75% Management fee (2) = 0.25% Other expenses (legal, accounting, custodian, transfer agent, etc.) (3) = 0.20% Pre-incentive fee net investment income (investment income  (management fee + other expenses)) = 0.80% Pre-incentive net investment income does not exceed hurdle rate, therefore there is no incentive fee. Alternative 2: Assumptions Investment income (including interest, dividends, fees, etc.) = 2.70%  20




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Hurdle rate (1) = 1.75% Management fee (2) = 0.25% Other expenses (legal, accounting, custodian, transfer agent, etc.) (3) = 0.20% Pre-incentive fee net investment income (investment income  (management fee + other expenses)) = 2.25% Incentive fee = 50% × pre-incentive fee net investment income, subject to the catch-up (4) = 50% × (2.25%  1.75%) = 0.25% Alternative 3: Assumptions Investment
income (including interest, dividends, fees, etc.) = 4.00% Hurdle rate (1) = 1.75% Management fee (2) = 0.25% Other expenses (legal, accounting, custodian, transfer agent, etc.) (3) = 0.20% Pre-incentive fee net investment income (investment income  (management fee + other expenses)) = 3.55% Incentive fee = 20% × pre-incentive fee net investment income, subject to catch-up (4) Incentive fee = 50% ×
catch-up + (20% × (pre-incentive fee net investment income  2.9167%)) Catch-up = 2.9167%  1.75% = 1.1667% Incentive fee = (50%
× 1.1667%) + (20% × (3.55%  2.9167%)) = 0.58334% + (20% × 0.6333%) = 0.58334% + 0.12667% =
0.71001%  (*)
The hypothetical amount of pre-incentive fee net investment income shown is based on a percentage of total net assets. (1)
Represents 7% annualized hurdle rate. (2)
Represents 1% annualized management fee. (3)
Excludes organizational and offering expenses. (4)
The catch-up provision is intended to provide our investment adviser with an incentive fee of approximately 20% on all of our
pre-incentive fee net investment income as if a hurdle rate did not apply when our net investment income exceeds 2.9167% in any calendar quarter.  21




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Example 2: Capital Gains Portion of Incentive Fee: Alternative 1: Assumptions  

Year 1: $20 million investment made in Company A (Investment A), and $30 million investment made in Company B (Investment B)  

Year 2: Investment A sold for $50 million and fair market value (FMV) of Investment B determined to be $32 million  

Year 3: FMV of Investment B determined to be $25 million  

Year 4: Investment B sold for $31 million The capital gains portion of the incentive fee
would be:  

Year 1: None  

Year 2: Capital gains incentive fee of $6 million ($30 million realized capital gains on sale of Investment A multiplied by 20%)  

Year 3: None $5 million cumulative fee (20% multiplied by $25 million
($30 million cumulative capital gains less $5 million cumulative capital depreciation)) less $6 million (previous capital gains fee paid in Year 2)  

Year 4: Capital gains incentive fee of $200,000 $6.2 million cumulative fee
($31 million cumulative realized capital gains multiplied by 20%) less $6 million (previous capital gains fee paid in Year 2) Alternative 2: Assumptions  

Year 1: $20 million investment made in Company A (Investment A), $30 million investment made in Company B (Investment B) and $25 million investment made in Company C
(Investment C)  

Year 2: Investment A sold for $50 million, FMV of Investment B determined to be $25 million and FMV of Investment C determined to be $25 million  

Year 3: FMV of Investment B determined to be $27 million and Investment C sold for $30 million  

Year 4: FMV of Investment B determined to be $24 million  

Year 5: Investment B sold for $20 million The capital gains incentive fee, if any, would
be:  

Year 1: None  

Year 2: $5 million capital gains incentive fee 20% multiplied by $25 million
($30 million realized capital gains on sale of Investment A less $5 million unrealized capital depreciation on Investment B)  

Year 3: $1.4 million capital gains incentive fee(1) $6.4 million cumulative fee (20% multiplied by $32 million ($35 million cumulative realized capital gains less $3 million
unrealized capital depreciation)) less $5 million (previous capital gains fee paid in Year 2)  

Year 4: None  

Year 5: None  22




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$5 million cumulative fee (20% multiplied by $25 million (cumulative realized
capital gains of $35 million less realized capital losses of $10 million)) less $6.4 million (previous cumulative capital gains fee paid in Year 2 and Year 3)  (1)
As illustrated in Year 3 of Alternative 1 above, if Solar Senior Capital were to be wound up on a date other than December 31 of any year, Solar Senior Capital may have paid aggregate capital gain incentive fees
that are more than the amount of such fees that would be payable if Solar Senior Capital had been wound up on December 31 of such year. Payment of Our Expenses All investment
professionals of the investment adviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services, and the compensation and routine overhead expenses of such personnel allocable to such
services, are provided and paid for by Solar Capital Partners. We bear all other costs and expenses of our operations and transactions, including (without limitation):  

the cost of our organization and public offerings;  

the cost of calculating our net asset value, including the cost of any third-party valuation services;  

the cost of effecting sales and repurchases of our shares and other securities;  

interest payable on debt, if any, to finance our investments; 

fees payable to third parties relating to, or associated with, making investments, including fees and expenses associated with performing due diligence reviews of prospective investments and advisory fees;  

transfer agent and custodial fees;  

fees and expenses associated with marketing efforts;  

federal and state registration fees, any stock exchange listing fees;  

federal, state and local taxes;  

independent directors fees and expenses;  

brokerage commissions;  

fidelity bond, directors and officers errors and omissions liability insurance and other insurance premiums;  

direct costs and expenses of administration, including printing, mailing, long distance telephone and staff;  

fees and expenses associated with independent audits and outside legal costs;  

costs associated with our reporting and compliance obligations under the 1940 Act and applicable federal and state securities laws; and  

all other expenses incurred by either Solar Capital Management or us in connection with administering our business, including payments under the Administration Agreement that will be based upon our allocable portion of
overhead and other expenses incurred by Solar Capital Management in performing its obligations under the Administration Agreement, including rent, the fees and expenses associated with performing compliance functions, and our allocable portion of
the costs of compensation and related expenses of our chief compliance officer and our chief financial officer and their respective staffs. Available Information You may read and
copy any materials we file with the SEC at the SECs Public Reference Room at 100 F Street, NE, Washington, DC 20549, on official business days during the hours of 10:00 am to 3:00 pm. You may  23




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obtain information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC. The address of that site is http://www.sec.gov. Our internet address is
www.solarseniorcap.com. We make available free of charge on our website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports
on Form 8-K and amendments to those reports as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Information contained on our website is not
incorporated by reference into this annual report on Form 10-K, and you should not consider information contained on our website to be part of this annual report on
Form 10-K.  Item 1A.
Risk Factors Before you invest in our securities, you should be aware of various
risks, including those described below. You should carefully consider these risk factors, together with all of the other information included in this annual report on Form 10-K, before you decide whether to
make an investment in our securities. The risks set out below are not the only risks we face. If any of the following events occur, our business, financial condition and results of operations could be materially adversely affected. In such case, our
net asset value and the trading price of our common stock could decline or the value of our debt securities may decline, and you may lose all or part of your investment. Risks Related to Our Investments We operate in a highly competitive market for investment opportunities. A number of entities compete with us to make the types of investments that we target in leveraged companies. We compete with other BDCs, public
and private funds, commercial and investment banks, commercial financing companies and, to the extent they provide an alternative form of financing, private equity funds. Many of our competitors are substantially larger and have considerably greater
financial, technical and marketing resources than we do. For example, some competitors may have a lower cost of funds and access to funding sources that are not available to us. In addition, some of our competitors may have higher risk tolerances or
different risk assessments than we have, which could allow them to consider a wider variety of investments and establish more relationships and offer better pricing and more flexible structure than we are able to do. Furthermore, many of our
potential competitors are not subject to the regulatory restrictions that the 1940 Act imposes on us as a BDC. If we are unable to source attractive investments, we may hold a greater percentage of our assets in cash and cash equivalents than
anticipated, which could impact potential returns on our portfolio. We cannot assure you that the competitive pressures we face will not have a material adverse effect on our business, financial condition and results of operations. Also, as a result
of this competition, we may not be able to take advantage of attractive investment opportunities from time to time, and we can offer no assurance that we will be able to identify and make investments that are consistent with our investment
objective. Participants in our industry compete on several factors, including price, flexibility in transaction structure, customer
service, reputation, market knowledge and speed in decision-making. We do not seek to compete primarily based on the interest rates we offer, and we believe that some of our competitors may make loans with interest rates that may be comparable to or
lower than the rates we may offer. We may lose investment opportunities if we do not match our competitors pricing, terms and structure. However, if we match our competitors pricing, terms and structure, we may experience decreased net
interest income and increased risk of credit loss. Our investments are very risky and highly speculative. We invest primarily in senior secured loans, including first lien, stretch-senior, unitranche and second lien debt instruments, made to
middle-market companies whose debt is rated below investment grade. We may also  24




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invest in debt of public companies that are thinly traded or equity securities. Securities rated below investment grade 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. Senior Secured Loans. When we make a senior secured term loan investment, including a first lien, stretch-senior, unitranche or
second lien debt investment, in a portfolio company, we generally take a security interest in the available assets of the portfolio company, including the equity interests of its subsidiaries, which we expect to help mitigate the risk that we will
not be repaid. However, there is a risk that the collateral securing our loans may decrease in value over time, may be difficult to sell in a timely manner, may be difficult to appraise and may fluctuate in value based upon the success of the
business and market conditions, including as a result of the inability of the portfolio company to raise additional capital, and, in some circumstances, our lien could be subordinated to claims of other creditors. In addition, deterioration in a
portfolio companys financial condition and prospects, including its inability to raise additional capital, may be accompanied by deterioration in the value of the collateral for the loan. Consequently, the fact that a loan is secured does not
guarantee that we will receive principal and interest payments according to the loans terms, or at all, or that we will be able to collect on the loan should we be forced to enforce our remedies. Equity Investments. When we invest in senior secured loans, we may acquire common equity securities as well. In addition, we may
invest directly in the equity securities of portfolio companies. Our goal is ultimately to exit such equity interests and realize gains upon our disposition of such interests. However, the equity interests we receive may not appreciate in value and,
in fact, may decline in value. Accordingly, we may not be able to realize gains from our equity interests, and any gains that we do realize on the disposition of any equity interests may not be sufficient to offset any other losses we experience. In addition, investing in middle-market companies involves a number of significant risks, including:  

these companies may have limited financial resources and may be unable to meet their obligations under their debt securities that we hold, which may be accompanied by a deterioration in the value of any collateral and a
reduction in the likelihood of us realizing any guarantees we may have obtained in connection with our investment;  

they typically have shorter operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render them more vulnerable to competitors actions and market conditions, as
well as general economic downturns;  

they are more likely to depend on the management talents and efforts of a small group of persons; therefore, the death, disability, resignation or termination of one or more of these persons could have a material
adverse impact on our portfolio company and, in turn, on us;  

they generally have less predictable operating results, may from time to time be parties to litigation, may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence, and may
require substantial additional capital to support their operations, finance expansion or maintain their competitive position. In addition, our executive officers, directors and our investment adviser may, in the ordinary course of business, be named
as defendants in litigation arising from our investments in the portfolio companies; and  

they may have difficulty accessing the capital markets to meet future capital needs, which may limit their ability to grow or to repay their outstanding indebtedness upon maturity. The lack of liquidity in our investments may make it difficult for us to dispose of our investments at a favorable price, which may
adversely affect our ability to meet our investment objectives. We generally make investments in private companies. We invest and
expect to continue investing in companies whose securities have no established trading market and whose securities are and will be subject to  25




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legal and other restrictions on resale or whose securities are and will be less liquid than are publicly-traded securities. Investments purchased by us that are liquid at the time of purchase may
subsequently become illiquid due to events relating to the issuer of the investments, market events, economic conditions or investor perceptions. The illiquidity of our investments may make it difficult for us to sell such investments if the need
arises. In addition, if we are required to liquidate all or a portion of our portfolio quickly, we may realize significantly less than the value at which we have previously recorded our investments. As a result, we do not expect to achieve liquidity
in our investments in the near-term. However, to maintain our qualification as a BDC and as a RIC, we may have to dispose of investments if we do not satisfy one or more of the applicable criteria under the respective regulatory frameworks. Domestic
and foreign markets are complex and interrelated, so that events in one sector of the world markets or economy, or in one geographical region, can reverberate and have materially negative consequences for other markets, economic or regional sectors
in a manner that may not be foreseen and which may negatively impact the liquidity of our investments and materially harm our business. In addition, we may face other restrictions on our ability to liquidate an investment in a portfolio company to
the extent that we have material non-public information regarding such portfolio company. Our portfolio may be concentrated in a limited number of portfolio companies and industries, which will subject us to a risk of
significant loss if any of these companies performs poorly or defaults on its obligations under any of its debt instruments or if there is a downturn in a particular industry. Our portfolio may be concentrated in a limited number of portfolio companies and industries. Beyond the asset diversification requirements
associated with our qualification as a RIC under Subchapter M of the Code, we do not have fixed guidelines for diversification, and while we are not targeting any specific industries, our investments may be concentrated in relatively few
industries or portfolio companies. As a result, the aggregate returns we realize may be significantly adversely affected if a small number of investments perform poorly or if we need to write down the value of any one investment. Additionally, a
downturn in any particular industry in which we are invested could also significantly impact the aggregate returns we realize. Our
investments in securities rated below investment grade are speculative in nature and are subject to additional risk factors such as increased possibility of default, illiquidity of the security, and changes in value based on changes in interest
rates. The securities that we invest in are typically rated below investment grade. Securities rated below investment grade 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. High yield securities are regarded as
having predominantly speculative characteristics with respect to the issuers capacity to pay interest and repay principal in accordance with the terms of the obligations and involve major risk exposure to adverse conditions. In addition, high
yield securities generally offer a higher current yield than that available from higher grade issues, but typically involve greater risk. These securities are especially sensitive to adverse changes in general economic conditions, to changes in the
financial condition of their issuers and to price fluctuation in response to changes in interest rates. During periods of economic downturn or rising interest rates, issuers of below investment grade instruments may experience financial stress that
could adversely affect their ability to make payments of principal and interest and increase the possibility of default. The secondary market for high yield securities may not be as liquid as the secondary market for more highly rated securities. In
addition, many 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.  26




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Price declines and illiquidity in the corporate debt markets have adversely affected,
and may continue to adversely affect, the fair value of our portfolio investments, reducing our net asset value through increased net unrealized depreciation. Any unrealized depreciation that we experience on our loan portfolio may be an indication
of future realized losses, which could reduce our income available for distribution and could adversely affect our ability to service our outstanding borrowings. As a BDC, we are required to carry our investments at market value or, if no market value is ascertainable, at fair value as determined in good
faith by or under the direction of our board of directors. Decreases in the market values or fair values of our investments are recorded as unrealized depreciation. Any unrealized depreciation in our loan portfolio could be an indication of a
portfolio companys inability to meet its repayment obligations to us with respect to the affected loans. This could result in realized losses in the future and ultimately in reductions of our income available for distribution in future periods
and could materially adversely affect our ability to service our outstanding borrowings. Depending on market conditions, we could incur substantial losses in future periods, which could further reduce our net asset value and have a material adverse
impact on our business, financial condition and results of operations. Global economic, political and market conditions may
adversely affect our business, results of operations and financial condition, including our revenue growth and profitability. The
current worldwide financial market situation, as well as various social and political tensions in the United States and around the world, may contribute to increased market volatility, may have long-term effects on the U.S. and worldwide financial
markets, and may cause economic uncertainties or deterioration in the United States and worldwide. The U.S. and global capital markets experienced extreme volatility and disruption during the economic downturn that began in mid-2007, and the U.S. economy was in a recession for several consecutive calendar quarters during the same period. In 2010, a financial crisis emerged in Europe, triggered by high budget deficits and
rising direct and contingent sovereign debt, which created concerns about the ability of certain nations to continue to service their sovereign debt obligations. Risks resulting from such debt crisis, including any austerity measures taken in
exchange for bailout of certain nations, and any future debt crisis in Europe or any similar crisis elsewhere could have a detrimental impact on the global economic recovery, sovereign
and non-sovereign debt in certain countries and the financial condition of financial institutions generally. In June 2016, the United Kingdom held a referendum in which voters approved an exit from
the European Union (Brexit) and, subsequently, on March 29, 2017, the U.K. government began the formal process of leaving the European Union, which is set to occur on March 29, 2019. Brexit created political and economic
uncertainty and instability in the global markets (including currency and credit markets), and especially in the United Kingdom and the European Union, and this uncertainty and instability may last indefinitely. Because of the election results in
the U.K. in June 2017, there is increased uncertainty on the timing of Brexit. There is continued concern about national-level support for the Euro and the accompanying coordination of fiscal and wage policy among European Economic and Monetary
Union member countries. In addition, the fiscal and monetary policies of foreign nations, such as Russia and China, may have a severe impact on the worldwide and U.S. financial markets. As a result of the 2016 U.S. election, the Republican Party currently controls both the executive and legislative branches of government,
which increases the likelihood that legislation may be adopted that could significantly affect the regulation of U.S. financial markets. Areas subject to potential change, amendment or repeal include the Dodd-Frank Wall Street Reform and Consumer
Protection Act and the authority of the Federal Reserve and the Financial Stability Oversight Council. The United States may also potentially withdraw from or renegotiate various trade agreements and take other actions that would change current
trade policies of the United States. We cannot predict which, if any, of these actions will be taken or, if taken, their effect on the financial stability of the United States. Such actions could have a significant adverse effect on our business,
financial condition and results of operations. We cannot predict the effects of these or similar events in the future on the U.S. economy and securities markets or on our investments. We monitor developments and seek to manage our investments in a
manner consistent with achieving our investment objective, but there can be no assurance that we will be successful in doing so.  27




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Volatility or a prolonged disruption in the credit markets could materially damage our
business. We are required to record our assets at fair value, as determined in good faith by our board of directors, in accordance
with our valuation policy. As a result, volatility in the capital markets may have a material adverse effect on our valuations and our net asset value, even if we hold investments to maturity. Volatility or dislocation in the capital markets may
depress our stock price below our net asset value per share and create a challenging environment in which to raise equity and debt capital. These conditions could continue for a prolonged period of time or worsen in the future. While these
conditions persist, we and other companies in the financial services sector may have to access, if available, alternative markets for debt and equity capital. Equity capital may be difficult to raise because, subject to some limited exceptions which
apply to us, as a BDC we are generally not able to issue additional shares of our common stock at a price less than net asset value without first obtaining approval for such issuance from our stockholders and our independent directors. At our 2017
Annual Stockholders Meeting, our stockholders approved our ability to sell or otherwise issue shares of our common stock, not exceeding 25% of our then outstanding common stock immediately prior to each such offering, at a price or prices below the
then current net asset value per share, in each case subject to the approval of our board of directors and compliance with the conditions set forth in the proxy statement pertaining thereto, during a period beginning on May 17, 2017 and
expiring on the earlier of the one-year anniversary of the date of the 2017 Annual Stockholders Meeting and the date of our 2018 Annual Stockholders Meeting, which is expected to be held in May 2018. However,
notwithstanding such stockholder approval, since our initial public offering on February 24, 2011, we have not sold any shares of our common stock in an offering that resulted in proceeds to us of less than our then current net asset value per
share. Any offering of our common stock that requires stockholder approval must occur, if at all, within one year after receiving such stockholder approval. In addition, our ability to incur indebtedness (including by issuing preferred stock) is
limited by applicable regulations such that our asset coverage, as defined in the 1940 Act, must equal at least 200% immediately after each time we incur indebtedness. The debt capital that will be available, if at all, may be at a higher cost and
on less favorable terms and conditions in the future. Any inability to raise capital could have a negative effect on our business, financial condition and results of operations. Additionally, our ability to incur indebtedness is limited by the asset coverage ratio for a BDC, as defined under the 1940 Act. Declining
portfolio values negatively impact our ability to borrow additional funds because our net asset value is reduced for purposes of the asset coverage ratio. If the fair value of our assets declines substantially, we may fail to maintain the asset
coverage ratio stipulated by the 1940 Act, which could, in turn, cause us to lose our status as a BDC and materially impair our business operations. A lengthy disruption in the credit markets could also materially decrease demand for our
investments. The significant disruption in the capital markets experienced in the past has had, and may in the future have, a negative
effect on the valuations of our investments and on the potential for liquidity events involving our investments. The debt capital that may be available to us in the future may be at a higher cost and have less favorable terms and conditions than
those currently in effect. If our financing costs increase and we have no increase in interest income, then our net investment income will decrease. A prolonged inability to raise capital may require us to reduce the volume of investments we
originate and could have a material adverse impact on our business, financial condition and results of operations. This may also increase the probability that other structural risks negatively impact us. These situations may arise due to
circumstances that we may be unable to control, such as a lengthy disruption in the credit markets, a severe decline in the value of the U.S. dollar, a sharp economic downturn or recession or an operational problem that affects third parties or us,
and could materially damage our business, financial condition and results of operations. If we cannot obtain additional capital
because of either regulatory or market price constraints, we could be forced to curtail or cease our new lending and investment activities, our net asset value could decrease and our level of distributions and liquidity could be affected adversely. Our ability to secure additional financing and satisfy our financial obligations under indebtedness outstanding from time to time
will depend upon our future operating performance, which is subject to the  28




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prevailing general economic and credit market conditions, including interest rate levels and the availability of credit generally, and financial, business and other factors, many of which are
beyond our control. The worsening of current economic and capital market conditions could have a material adverse effect on our ability to secure financing on favorable terms, if at all. If we are unable to obtain debt capital, then our equity investors will not benefit from the potential for increased returns on equity
resulting from leverage to the extent that our investment strategy is successful and we may be limited in our ability to make new commitments or fundings to our portfolio companies. Uncertainty relating to the LIBOR calculation process may adversely affect the value of our portfolio of the LIBOR-indexed,
floating-rate debt securities. In the recent past, concerns have been publicized that some of the member banks surveyed by the
British Bankers Association (BBA) in connection with the calculation of LIBOR across a range of maturities and currencies may have been under-reporting or otherwise manipulating the inter-bank lending rate applicable to them in
order to profit on their derivatives positions or to avoid an appearance of capital insufficiency or adverse reputational or other consequences that may have resulted from reporting inter-bank lending rates higher than those they actually submitted.
A number of BBA member banks have entered into settlements with their regulators and law enforcement agencies with respect to alleged manipulation of LIBOR, and investigations by regulators and governmental authorities in various jurisdictions are
ongoing. Actions by the BBA, regulators or law enforcement agencies may result in changes to the manner in which LIBOR is determined.
Uncertainty as to the nature of such potential changes may adversely affect the market for LIBOR-based securities, including our portfolio of LIBOR-indexed, floating-rate debt securities. In addition, any further changes or reforms to the
determination or supervision of LIBOR may result in a sudden or prolonged increase or decrease in reported LIBOR, which could have an adverse impact on the market for LIBOR-based securities or the value of our portfolio of LIBOR-indexed,
floating-rate debt securities. For example, on July 27, 2017, the U.K. Financial Conduct Authority announced that it intends to stop compelling banks to submit LIBOR rates after 2021. At this time, it is not possible to predict the effect of
any such changes, any establishment of alternative reference rates or any other reforms to LIBOR that may be enacted in the United Kingdom or elsewhere. The elimination of LIBOR or any other changes or reforms to the determination or supervision of
LIBOR could have an adverse impact on the market for or value of any LIBOR-linked securities, loans, and other financial obligations or extensions of credit held by or due to us or on our overall financial condition or results of operations. Economic recessions or downturns could impair the ability of our portfolio companies to repay loans and harm our operating results. Many of our portfolio companies may be susceptible to economic slowdowns or recessions and may be unable to repay our loans during
these periods. Therefore, our non-performing assets may increase and the value of our portfolio may decrease during these periods as we are required to record the values of our investments. Adverse economic
conditions also may decrease the value of collateral securing some of our loans and the value of our equity investments at fair value. Economic slowdowns or recessions could lead to financial losses in our portfolio and a decrease in revenues, net
income and assets. Unfavorable economic conditions also could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. These events could prevent us from increasing
investments and result in our receipt of a reduced level of interest income from our portfolio companies and/or losses or charge offs related to our investments, and, in turn, may adversely affect distributable income and have a material adverse
effect on our results of operations. A portfolio companys failure to satisfy financial or operating covenants imposed by us or
other lenders could lead to defaults and, potentially, acceleration of the time when the loans are due and foreclosure on its secured assets, which could trigger cross-defaults under other agreements and jeopardize the portfolio companys  29




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ability to meet its obligations under the debt that we hold. We may incur additional expenses to the extent necessary to seek recovery upon default or to negotiate new terms with a defaulting
portfolio company. In addition, if one of our portfolio companies were to go bankrupt, depending on the facts and circumstances, including the extent to which we actually provided significant managerial assistance to that portfolio company, a
bankruptcy court might re-characterize our debt holdings and subordinate all or a portion of our claim to that of other creditors. These portfolio companies may face intense competition, including competition from companies with greater financial resources, more extensive
research and development, manufacturing, marketing and service capabilities and greater number of qualified and experienced managerial and technical personnel. They may need additional financing that they are unable to secure and that we are unable
or unwilling to provide, or they may be subject to adverse developments unrelated to the technologies they acquire. We may suffer a
loss if a portfolio company defaults on a loan and the underlying collateral is not sufficient. In the event of a default by a
portfolio company on a secured loan, we will only have recourse to the assets collateralizing the loan. If the underlying collateral value is less than the loan amount, we will suffer a loss. In addition, we sometimes make loans that are unsecured,
which are subject to the risk that other lenders may be directly secured by the assets of the portfolio company. In the event of a default, those collateralized lenders would have priority over us with respect to the proceeds of a sale of the
underlying assets. In cases described above, we may lack control over the underlying asset collateralizing our loan or the underlying assets of the portfolio company prior to a default and, as a result, the value of the collateral may be reduced by
acts or omissions by owners or managers of the assets. In the event of bankruptcy of a portfolio company, we may not have full recourse
to its assets in order to satisfy our loan, or our loan may be subject to equitable subordination. In addition, certain of our loans are subordinate to other debt of the portfolio company. If a portfolio company defaults on our loan or on debt
senior to our loan, or in the event of a portfolio company bankruptcy, our loan will be satisfied only after the senior debt receives payment. Where debt senior to our loan exists, the presence of inter-creditor arrangements may limit our ability to
amend our loan documents, assign our loans, accept prepayments, exercise our remedies (through standstill periods) and control decisions made in bankruptcy proceedings relating to the portfolio company. Bankruptcy and portfolio company
litigation can significantly increase collection losses and the time needed for us to acquire the underlying collateral in the event of a default, during which time the collateral may decline in value, causing us to suffer further losses. If the value of collateral underlying our loan declines or interest rates increase during the term of our loan, a portfolio company may not be
able to obtain the necessary funds to repay our loan at maturity through refinancing. Decreasing collateral value and/or increasing interest rates may hinder a portfolio companys ability to refinance our loan because the underlying collateral
cannot satisfy the debt service coverage requirements necessary to obtain new financing. If a borrower is unable to repay our loan at maturity, we could suffer a loss, which may adversely impact our financial performance. The business, financial condition and results of operations of our portfolio companies could be adversely affected by worldwide economic
conditions, as well as political and economic conditions in the countries in which they conduct business. The business and
operating results of our portfolio companies may be impacted by worldwide economic conditions. Although the U.S. economy has in recent years shown signs of recovery from the 20082009 global recession, the strength and duration of any economic
recovery will be impacted by worldwide economic growth. For instance, concerns of economic slowdown in China and other emerging markets and signs of deteriorating sovereign debt conditions in Europe could lead to disruption and instability in the
global financial markets.  30




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The significant debt in the United States and European countries is expected to hinder growth in those countries for the foreseeable future. In the future, the U.S. government may not be able to
meet its debt payments unless the federal debt ceiling is raised. If legislation increasing the debt ceiling is not enacted, as needed, and the debt ceiling is reached, the U.S. federal government may stop or delay making payments on its
obligations, which could negatively impact the U.S. economy and our portfolio companies. Multiple factors relating to the international operations of some of our portfolio companies and to particular countries in which they operate could negatively
impact their business, financial condition and results of operations. Some of the products of our portfolio companies are developed,
manufactured, assembled, tested or marketed outside the United States. Any conflict or uncertainty in these countries, including due to natural disasters, public health concerns, political unrest or safety concerns, could harm their business,
financial condition and results of operations. In addition, if the government of any country in which their products are developed, manufactured or sold sets technical or regulatory standards for products developed or manufactured in or imported
into their country that are not widely shared, it may lead some of their customers to suspend imports of their products into that country, require manufacturers or developers in that country to manufacture or develop products with different
technical or regulatory standards and disrupt cross-border manufacturing, marketing or business relationships which, in each case, could harm their businesses. Our failure to make follow-on investments in our portfolio companies could impair the value of
our portfolio. Following an initial investment in a portfolio company, we may make additional investments in that portfolio
company as follow-on investments, in order to: (i) increase or maintain in whole or in part our ownership percentage; (ii) exercise warrants, options or convertible securities that were
acquired in the original or subsequent financing; or (iii) attempt to preserve or enhance the value of our investment. We may elect not to make follow-on investments or otherwise lack sufficient funds to
make those investments. We will have the discretion to make any follow-on investments, subject to the availability of capital resources. The failure to make follow-on
investments may, in some circumstances, jeopardize the continued viability of a portfolio company and our initial investment, or may result in a missed opportunity for us to increase our participation in a successful operation. Even if we have
sufficient capital to make a desired follow-on investment, we may elect not to make a follow-on investment because we may not want to increase our concentration of risk,
either because we prefer other opportunities or because we are subject to BDC requirements that would prevent such follow-on investments or the desire to maintain RIC tax treatment. Where we do not hold controlling equity interests in our portfolio companies, we may not be in a position to exercise control over our
portfolio companies or to prevent decisions by management of our portfolio companies that could decrease the value of our investments. Although we hold controlling equity positions in some of our portfolio companies, we do not currently hold controlling equity positions in the
majority of our portfolio companies. As a result, we are subject to the risk that a portfolio company in which we do not have a controlling interest may make business decisions with which we disagree, and that the management and/or stockholders of
such portfolio company may take risks or otherwise act in ways that are adverse to our interests. Due to the lack of liquidity of the investments that we typically hold in our portfolio companies, we may not be able to dispose of our investments in
the event we disagree with the actions of a portfolio company and may therefore suffer a decrease in the value of our investments. Prepayments of our debt investments by our portfolio companies could adversely impact our results of operations and reduce our return on
equity. We are subject to the risk that the investments we make in our portfolio companies may be prepaid prior to maturity. When
this occurs, we may reduce our borrowings outstanding or reinvest these proceeds in temporary investments, pending their future investment in new portfolio companies. These temporary investments, if any,  31




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will typically have substantially lower yields than the debt investment being prepaid and we could experience significant delays in reinvesting these amounts. Any future investment in a new
portfolio company may also be at lower yields than the debt investment that was prepaid. As a result, our results of operations could be materially adversely affected if one or more of our portfolio companies elect to prepay amounts owed to us.
Additionally, prepayments could negatively impact our return on equity, which could result in a decline in the market price of our common stock. We may choose to waive or defer enforcement of covenants in the debt securities held in our portfolio, which may cause us to lose all or
part of our investment in these companies. We structure the debt investments in our portfolio companies to include business and
financial covenants placing affirmative and negative obligations on the operation of the companys business and its financial condition. However, from time to time, we may elect to waive breaches of these covenants, including our right to
payment, or waive or defer enforcement of remedies, such as acceleration of obligations or foreclosure on collateral, depending upon the financial condition and prospects of the particular portfolio company. These actions may reduce the likelihood
of our receiving the full amount of future payments of interest or principal and be accompanied by a deterioration in the value of the underlying collateral as many of these companies may have limited financial resources, may be unable to meet
future obligations and may go bankrupt. This could negatively impact our ability to pay distributions, could adversely affect our results of operation and financial condition and cause the loss of all or part of your investment. Our loans could be subject to equitable subordination by a court which would increase our risk of loss with respect to such loans. Courts may apply the doctrine of equitable subordination to subordinate the claim or lien of a lender against a borrower to claims
or liens of other creditors of the borrower, when the lender or its affiliates is found to have engaged in unfair, inequitable or fraudulent conduct. The courts have also applied the doctrine of equitable subordination when a lender or its
affiliates is found to have exerted inappropriate control over a client, including control resulting from the ownership of equity interests in a client. We have made direct equity investments or received warrants in connection with loans. Payments
on one or more of our loans, particularly a loan to a client in which we may also hold an equity interest, may be subject to claims of equitable subordination. If we were deemed to have the ability to control or otherwise exercise influence over the
business and affairs of one or more of our portfolio companies resulting in economic hardship to other creditors of that company, this control or influence may constitute grounds for equitable subordination and a court may treat one or more of our
loans as if it were unsecured or common equity in the portfolio company. In that case, if the portfolio company were to liquidate, we would be entitled to repayment of our loan on a pro-rata basis with other
unsecured debt or, if the effect of subordination was to place us at the level of common equity, then on an equal basis with other holders of the portfolio companys common equity only after all of its obligations relating to its debt and
preferred securities had been satisfied. An investment strategy focused primarily on privately held companies presents certain
challenges, including the lack of available information about these companies, a dependence on the talents and efforts of only a few key portfolio company personnel and a greater vulnerability to economic downturns. We invest primarily in privately held companies. Generally, little public information exists about these companies, and we are required to rely
on the ability of Solar Capital Partners investment professionals to obtain adequate information to evaluate the potential returns from investing in these companies. If we are unable to uncover all material information about these companies,
we may not make a fully informed investment decision, and we may lose money on our investments. Also, smaller privately held companies frequently have less diverse product lines and smaller market presence than larger competitors. These factors
could adversely affect our investment returns as compared to companies investing primarily in the securities of public companies.  32




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Our portfolio companies may incur debt that ranks equally with, or senior to, some of
our investments in such companies. We invest primarily in senior secured loans, including second lien, as well as unsecured debt
instruments issued by our portfolio companies. If we invest in second lien, or unsecured debt instruments, our portfolio companies typically may be permitted to incur other debt that ranks equally with, or senior to, such debt instruments. By their
terms, such debt instruments may provide that the holders are entitled to receive payment of interest or principal on or before the dates on which we are entitled to receive payments in respect of the debt securities in which we invest. Also, in the
event of insolvency, liquidation, dissolution, reorganization or bankruptcy of a portfolio company, holders of debt instruments ranking senior to our investment in that portfolio company would typically be entitled to receive payment in full before
we receive any distribution in respect of our investment. In such case, after repaying such senior creditors, such portfolio company may not have any remaining assets to use for repaying its obligation to us. In the case of debt ranking equally with
debt securities in which we invest, we would have to share on an equal basis any distributions with other creditors holding such debt in the event of an insolvency, liquidation, dissolution, reorganization or bankruptcy of the relevant portfolio
company. Any such limitations on the ability of our portfolio companies to make principal or interest payments to us, if at all, may reduce our net asset value and have a negative material adverse impact to our business, financial condition and
results of operation. Our investments in foreign securities may involve significant risks in addition to the risks inherent in U.S.
investments. Our investment strategy contemplates potential investments in debt securities of foreign companies. Investing in
foreign companies may expose us to additional risks not typically associated with investing in U.S. companies. These risks include changes in exchange control regulations, political and social instability, expropriation, imposition of foreign taxes,
less liquid markets and less available information than is generally the case in the United States, higher transaction costs, less government supervision of exchanges, brokers and issuers, less developed bankruptcy laws, difficulty in enforcing
contractual obligations, lack of uniform accounting and auditing standards and greater price volatility. Although most of our investments
will be U.S. dollar-denominated, any investments denominated in a foreign currency will be subject to the risk that the value of a particular currency will change in relation to one or more other currencies. Among the factors that may affect
currency values are trade balances, the level of short-term interest rates, differences in relative values of similar assets in different currencies, long-term opportunities for investment and capital appreciation, and political developments. We may
employ hedging techniques to minimize these risks, but we can offer no assurance that we will, in fact, hedge currency risk, or that if we do, such strategies will be effective. We may expose ourselves to risks if we engage in hedging transactions. If we engage in hedging transactions, we may expose ourselves to risks associated with such transactions. We may utilize instruments such as
forward contracts, currency options and interest rate swaps, caps, collars and floors to seek to hedge against fluctuations in the relative values of our portfolio positions from changes in currency exchange rates and market interest rates. Hedging
against a decline in the values of our portfolio positions does not eliminate the possibility of fluctuations in the values of such positions or prevent losses if the values of such positions decline. However, such hedging can establish other
positions designed to gain from those same developments, thereby offsetting the decline in the value of such portfolio positions. Such hedging transactions may also limit the opportunity for gain if the values of the underlying portfolio positions
should increase. It may not be possible to hedge against an exchange rate or interest rate fluctuation that is so generally anticipated that we are not able to enter into a hedging transaction at an acceptable price. The success of our hedging transactions will depend on our ability to correctly predict movements in currencies and interest rates. Therefore,
while we may enter into such transactions to seek to reduce currency  33




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exchange rate and interest rate risks, unanticipated changes in currency exchange rates or interest rates may result in poorer overall investment performance than if we had not engaged in any
such hedging transactions. In addition, the degree of correlation between price movements of the instruments used in a hedging strategy and price movements in the portfolio positions being hedged may vary. Moreover, for a variety of reasons, we may
not seek to establish a perfect correlation between such hedging instruments and the portfolio holdings being hedged. Any such imperfect correlation may prevent us from achieving the intended hedge and expose us to risk of loss. In addition, it may
not be possible to hedge fully or perfectly against currency fluctuations affecting the value of securities denominated in non-U.S. currencies because the value of those securities is likely to fluctuate as a
result of factors not related to currency fluctuations. To the extent we engage in hedging transactions, we also face the risk that counterparties to the derivative instruments we hold may default, which may expose us to unexpected losses from
positions where we believed that our risk had been appropriately hedged. Our investment adviser may not be able to achieve the same
or similar returns as those achieved by our senior investment professionals while they were employed at prior positions. Although
in the past our senior investment professionals held senior positions at a number of investment firms, their track record and achievements are not necessarily indicative of future results that will be achieved by our investment adviser. In their
roles at such other firms, our senior investment professionals were part of investment teams, and they were not solely responsible for generating investment ideas. In addition, such investment teams arrived at investment decisions by consensus. Risks Relating to an Investment in Our Securities Our shares may trade at a substantial discount from net asset value and may continue to do so over the long term. Shares of BDCs may trade at a market price that is less than the net asset value that is attributable to those shares. The possibility that our
shares of common stock will trade at a substantial discount from net asset value over the long term is separate and distinct from the risk that our net asset value will decrease. We cannot predict whether shares of our common stock will trade above,
at or below our net asset value in the future. If our common stock trades below its net asset value, we will generally not be able to issue additional shares or sell our common stock at its market price without first obtaining the approval for such
issuance from our stockholders and our independent directors. At our 2017 Annual Stockholders Meeting, our stockholders approved our ability to sell or otherwise issue shares of our common stock, not exceeding 25% of our then outstanding common
stock immediately prior to each such offering, at a price or prices below the then current net asset value per share, in each case subject to the approval of our board of directors and compliance with the conditions set forth in the proxy statement
pertaining thereto, during a period beginning on May 17, 2017 and expiring on the earlier of the one-year anniversary of the date of the 2017 Annual Stockholders Meeting and the date of our 2018 Annual
Stockholders Meeting, which is expected to be held in May 2018. However, notwithstanding such stockholder approval, since our initial public offering on February 24, 2011, we have not sold any shares of our common stock in an offering that
resulted in proceeds to us of less than our then current net asset value per share. Any offering of our common stock that requires stockholder approval must occur, if at all, within one year after receiving such stockholder approval. If additional
funds are not available to us, we could be forced to curtail or cease our new lending and investment activities, and our net asset value could decrease and our level of distributions could be impacted. Our common stock price may be volatile and may decrease substantially. The trading price of our common stock may fluctuate substantially. The price of our common stock that will prevail in the market may be higher
or lower than the price you pay, depending on many factors, some of which are beyond our control and may not be directly related to our operating performance. These factors include, but are not limited to, the following:  

price and volume fluctuations in the overall stock market from time to time;  34




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

investor demand for our shares;  

significant volatility in the market price and trading volume of securities of BDCs or other companies in our sector, which are not necessarily related to the operating performance of these companies;  

exclusion of our common stock from certain market indices, such as the Russell 2000 Financial Services Index, which could reduce the ability of certain investment funds to own our common stock and put short-term selling
pressure on our common stock;  

changes in regulatory policies or tax guidelines with respect to RICs or BDCs;  

failure to qualify as a RIC, or the loss of RIC tax treatment;  

any shortfall in revenue or net income or any increase in losses from levels expected by investors or securities analysts;  

changes, or perceived changes, in the value of our portfolio investments;  

departures of Solar Capital Partners key personnel;  

operating performance of companies comparable to us;  

changes in the prevailing interest rates;  

loss of a major funding source; or  

general economic conditions and trends and other external factors. Our business and
operation could be negatively affected if we become subject to any securities litigation or shareholder activism, which could cause us to incur significant expense, hinder execution of investment strategy and impact our stock price. In the past, following periods of volatility in the market price of a companys securities, securities class action litigation has often
been brought against that company. Shareholder activism, which could take many forms or arise in a variety of situations, has been increasing in the BDC space recently. While we are currently not subject to any securities litigation or shareholder
activism, due to the potential volatility of our stock price and for a variety of other reasons, we may in the future become the target of securities litigation or shareholder activism. Securities litigation and shareholder activism, including
potential proxy contests, could result in substantial costs and divert managements and our board of directors attention and resources from our business. Additionally, such securities litigation and shareholder activism could give rise to
perceived uncertainties as to our future, adversely affect our relationships with service providers and make it more difficult to attract and retain qualified personnel. Also, we may be required to incur significant legal fees and other expenses
related to any securities litigation and activist shareholder matters. Further, our stock price could be subject to significant fluctuation or otherwise be adversely affected by the events, risks and uncertainties of any securities litigation and
shareholder activism. There is a risk that our stockholders may not receive distributions or that our distributions may not grow
over time. We intend to make distributions on a monthly basis to our stockholders out of assets legally available for
distribution. We cannot assure you that we will achieve investment results that will allow us to make a specified level of cash distributions or year-to-year increases
in cash distributions. In addition, due to the asset coverage test applicable to us as a BDC, we may be limited in our ability to make distributions. To the extent we make distributions to stockholders which include a return of capital, that portion
of the distribution essentially constitutes a return of the stockholders investment. Although such return of capital may not be taxable, such distributions may increase an investors tax liability for capital gains upon the future sale of
our common stock.  35




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As a RIC, if we do not distribute a certain percentage of our income annually, we may suffer
adverse tax consequences, including possibly losing the U.S. federal income tax benefits allowable to RICs. We cannot assure you that you will receive distributions at a particular level or at all. We may choose to pay distributions in our own common stock, in which case our stockholders may be required to pay U.S. federal income
taxes in excess of the cash distributions they receive. We may distribute taxable distributions that are payable in cash or shares
of our common stock at the election of each stockholder. Under certain applicable provisions of the Code and the Treasury regulations, distributions payable of a publicly offered RIC that are in cash or in shares of stock at the election of
stockholders may be treated as taxable distributions. The Internal Revenue Service has published guidance indicating that this rule will apply even where the total amount of cash that may be distributed is limited to no more than 20% of the total
distribution. Under this guidance, if too many stockholders elect to receive their distributions in cash, the cash available for distribution must be allocated among the stockholders electing to receive cash (with the balance of distributions paid
in stock). If we decide to make any distributions consistent with this guidance that are payable in part in our stock, taxable stockholders receiving such distributions will be required to include the full amount of the distribution (whether
received in cash, our stock, or a combination thereof) as ordinary income (or as long-term capital gain to the extent such distribution is properly reported as a capital gain distribution) to the extent of our current and accumulated earnings and
profits for U.S. federal income tax purposes. As a result, a U.S. stockholder may be required to pay tax with respect to such distributions in excess of any cash received. If a U.S. stockholder sells the stock it receives as a distribution in order
to pay this tax, the sales proceeds may be less than the amount included in income with respect to the distribution, depending on the market price of our stock at the time of the sale. Furthermore, with respect to
non-U.S. stockholders, we may be required to withhold U.S. tax with respect to such distributions, including in respect of all or a portion of such distribution that is payable in stock. In addition, if a
significant number of our stockholders determine to sell shares of our stock in order to pay taxes owed on distributions, it may put downward pressure on the trading price of our stock. Sales of substantial amounts of our common stock in the public market may have an adverse effect on the market price of our common
stock. The 500,000 shares that were originally issued to Solar Senior Capital Investors LLC in the Concurrent Private Placement
pursuant to the exemption from registration provided by Section 4(2) under the Securities Act were subject to a 180 day lock-up period. Upon expiration of this
lock-up period, such shares became generally freely tradable in the public market, subject to the provisions of Rule 144 promulgated under the Securities Act. Sales of substantial amounts of our common stock,
or the availability of such common stock for sale, could adversely affect the prevailing market prices for our common stock. If this occurs and continues, it could impair our ability to raise additional capital through the sale of securities should
we desire to do so. We have also committed to file a registration statement to register the resale of the shares of common stock that
were issued in the Concurrent Private Placement to Solar Senior Capital Investors LLC within 60 days of receiving a request from Solar Senior Capital Investors LLC to do so. We have committed to use our commercially reasonable efforts to obtain
effectiveness of such registration statement as soon as reasonably practicable after the filing of such registration statement. Assuming effectiveness of such registration statement, Solar Senior Capital Investors LLC will generally be able to
resell its shares of common stock without restriction. We may be unable to invest the net proceeds raised from any offerings on
acceptable terms or allocate net proceeds from any offering of our securities in ways with which you may not agree. We cannot
assure you that we will be able to find enough appropriate investments that meet our investment criteria or that any investment we complete using the proceeds from any securities offering will produce a sufficient return. Until we identify new
investment opportunities, we intend to either invest the net proceeds of  36




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future offerings in cash equivalents, U.S. government securities and other high-quality debt investments that mature in one year or less or use the net proceeds from such offerings to reduce
then-outstanding obligations. We have significant flexibility in investing the net proceeds of any offering of our securities and may use
the net proceeds from an offering in ways with which you may not agree or for purposes other than those contemplated at the time of the offering. The net asset value per share of our common stock may be diluted if we sell shares of our common stock in one or more offerings at
prices below the then current net asset value per share of our common stock. At our 2017 Annual Stockholders Meeting, our
stockholders approved our ability to sell or otherwise issue shares of our common stock, not exceeding 25% of our then outstanding common stock immediately prior to each such offering, at a price or prices below the then current net asset value per
share, in each case subject to the approval of our board of directors and compliance with the conditions set forth in the proxy statement pertaining thereto, during a period beginning on May 17, 2017 and expiring on the earlier of the one-year anniversary of the date of the 2017 Annual Stockholders Meeting and the date of our 2018 Annual Stockholders Meeting, which is expected to be held in May 2018. However, notwithstanding such stockholder
approval, since our initial public offering on February 24, 2011, we have not sold any shares of our common stock in an offering that resulted in proceeds to us of less than our then current net asset value per share. Any offering of our common
stock that requires stockholder approval must occur, if at all, within one year after receiving such stockholder approval. We may also
use newly issued shares to implement our dividend reinvestment plan, whether our shares are trading at a premium or at a discount to our then current net asset value per share. To the extent we receive the necessary approval, any decision to sell
shares of our common stock below its then current net asset value per share would be subject to the determination by our board of directors that such issuance or sale is in our and our stockholders best interests. If we were to sell shares of our common stock below its then current net asset value per share, such sales would result in an immediate
dilution to the net asset value per share of our common stock. This dilution would occur as a result of the sale of shares at a price below the then current net asset value per share of our common stock and a proportionately greater decrease in the
stockholders interest in our earnings and assets and their voting interest in us than the increase in our assets resulting from such sale. Because the number of shares of common stock that could be so issued and the timing of any issuance is
not currently known, the actual dilutive effect cannot be predicted. Further, if our current stockholders do not purchase any shares to
maintain their percentage interest, regardless of whether such offering is above or below the then current net asset value per share, their voting power will be diluted. For example, if we sell an additional 10% of our common stock at a 5% discount
from net asset value, a stockholder who does not participate in that offering for its proportionate interest will suffer net asset value dilution of up to 0.5% or $5 per $1,000 of net asset value. Similarly, all distributions declared in cash payable to stockholders that are participants in our dividend reinvestment plan are generally
automatically reinvested in shares of our common stock. As a result, stockholders that do not participate in the dividend reinvestment plan may experience dilution over time. Stockholders who do not elect to receive distributions in shares of common
stock may experience accretion to the net asset value of their shares if our shares are trading at a premium and dilution if our shares are trading at a discount. The level of accretion or discount would depend on various factors, including the
proportion of our stockholders who participate in the plan, the level of premium or discount at which our shares are trading and the amount of the distribution payable to a stockholder.  37




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If we issue preferred stock, the net asset value and market value of our common stock
may become more volatile. We cannot assure you that the issuance of preferred stock would result in a higher yield or return to
the holders of the common stock. The issuance of preferred stock would likely cause the net asset value and market value of the common stock to become more volatile. If the distribution rate on the preferred stock were to approach the net rate of
return on our investment portfolio, the benefit of leverage to the holders of the common stock would be reduced. If the distribution rate on the preferred stock were to exceed the net rate of return on our portfolio, the leverage would result in a
lower rate of return to the holders of common stock than if we had not issued preferred stock. Any decline in the net asset value of our investments would be borne entirely by the holders of common stock. Therefore, if the market value of our
portfolio were to decline, the leverage would result in a greater decrease in net asset value to the holders of common stock than if we were not leveraged through the issuance of preferred stock. This greater net asset value decrease would also tend
to cause a greater decline in the market price for the common stock. We might be in danger of failing to maintain the required asset coverage of the preferred stock or of losing our ratings on the preferred stock or, in an extreme case, our current
investment income might not be sufficient to meet the distribution requirements on the preferred stock. In order to counteract such an event, we might need to liquidate investments in order to fund a redemption of some or all of the preferred stock.
In addition, we would pay (and the holders of common stock would bear) all costs and expenses relating to the issuance and ongoing maintenance of the preferred stock, including higher advisory fees if our total return exceeds the distribution rate
on the preferred stock. Holders of preferred stock may have different interests than holders of common stock and may at times have disproportionate influence over our affairs. Our board of directors is authorized to reclassify any unissued shares of common stock into one or more classes of preferred stock,
which could convey special rights and privileges to its owners. Under Maryland General Corporation Law and our charter, our board
of directors is authorized to classify and reclassify any authorized but unissued shares of stock into one or more classes of stock, including preferred stock. Prior to issuance of shares of each class or series, the board of directors is required
by Maryland law and our charter to set the preferences, conversion or other rights, voting powers, restrictions, limitations as to other distributions, qualifications and terms or conditions of redemption for each class or series. Thus, the board of
directors could authorize the issuance of shares of preferred stock with terms and conditions which could have the effect of delaying, deferring or preventing a transaction or a change in control that might involve a premium price for holders of our
common stock or otherwise be in their best interest. The cost of any such reclassification would be borne by our existing common stockholders. The issuance of shares of preferred stock convertible into shares of common stock might also reduce the
net income and net asset value per share of our common stock upon conversion, provided, that we will only be permitted to issue such convertible preferred stock to the extent we comply with the requirements of Section 61 of the 1940 Act,
including obtaining common stockholder approval. These effects, among others, could have an adverse effect on your investment in our common stock. Certain matters under the 1940 Act require the separate vote of the holders of any issued and outstanding preferred stock. For example,
holders of preferred stock would vote separately from the holders of common stock on a proposal to cease operations as a BDC. In addition, the 1940 Act provides that holders of preferred stock are entitled to vote separately from holders of common
stock to elect two preferred stock directors. In the event distributions become two full years in arrears, holders of any preferred stock would have the right to elect a majority of the directors until such arrearage is completely eliminated.
Preferred stockholders also have class voting rights on certain matters, including changes in fundamental investment restrictions and conversion to open-end status, and accordingly can veto any such changes.
Restrictions imposed on the declarations and payment of distributions to the holders of our common stock and preferred stock, both by the 1940 Act and by requirements imposed by rating agencies or the terms of our credit facilities, might impair our
ability to maintain our tax treatment as a RIC for U.S. federal income tax purposes. While we would intend to redeem our preferred stock to the extent necessary to enable us to distribute our income as required to maintain our qualification as a
RIC, there can be no assurance that such actions could be effected in time to meet the tax requirements.  38




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To the extent we use debt or preferred stock to finance our investments, changes in
interest rates will affect our cost of capital and net investment income. To the extent we borrow money, or issue preferred stock,
to make investments, our net investment income will depend, in part, upon the difference between the rate at which we borrow funds or pay distributions on preferred stock and the rate at which we invest those funds. As a result, we can offer no
assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income in the event we use debt to finance our investments. In periods of rising interest rates, our cost of funds would
increase, except to the extent we issue fixed rate debt or preferred stock, which could reduce our net investment income. We expect that our long-term fixed-rate investments will be financed primarily with equity and long-term debt. We may use
interest rate risk management techniques in an effort to limit our exposure to interest rate fluctuations. Such techniques may include various interest rate hedging activities to the extent permitted by the 1940 Act. You should also be aware that a rise in the general level of interest rates can be expected to lead to higher interest rates applicable to our
debt investments. Accordingly, an increase in interest rates would make it easier for us to meet or exceed the incentive fee hurdle rate and may result in a substantial increase of the amount of incentive fees payable to our investment adviser with
respect to our pre-incentive fee net investment income. We may in the future determine to
fund a portion of our investments with preferred stock, which would magnify the potential for loss and the risks of investing in us in a similar way as our borrowings. Preferred stock, which is another form of leverage, has the same risks to our common stockholders as borrowings because the distributions on
any preferred stock we issue must be cumulative. Payment of such distributions and repayment of the liquidation preference of such preferred stock must take preference over any distributions or other payments to our common stockholders, and
preferred stockholders are not subject to any of our expenses or losses and are not entitled to participate in any income or appreciation in excess of their stated preference. Risks Relating to Our Business and Structure We are dependent upon Solar Capital Partners key personnel for our future success. We depend on the diligence, skill and network of business contacts of Messrs. Gross and Spohler, who serve as the managing partners of Solar
Capital Partners and who lead Solar Capital Partners investment team. Messrs. Gross and Spohler, together with the other dedicated investment professionals available to Solar Capital Partners, evaluate, negotiate, structure, close and monitor
our investments. Our future success will depend on the diligence, skill, network of business contacts and continued service of Messrs. Gross and Spohler and the other investment professionals available to Solar Capital Partners. We cannot assure you
that unforeseen business, medical, personal or other circumstances would not lead any such individual to terminate his relationship with us. The loss of Mr. Gross or Mr. Spohler, or any of the other senior investment professionals who
serve on Solar Capital Partners investment team, could have a material adverse effect on our ability to achieve our investment objective as well as on our financial condition and results of operations. In addition, we can offer no assurance
that Solar Capital Partners will remain our investment adviser. The senior investment professionals of Solar Capital Partners are and may
in the future become affiliated with entities engaged in business activities similar to those intended to be conducted by us, and may have conflicts of interest in allocating their time. We expect that Messrs. Gross and Spohler will dedicate a
significant portion of their time to the activities of Solar Senior Capital; however, they may be engaged in other business activities which could divert their time and attention in the future. Specifically, each of Messrs. Gross and Spohler serve
as Chief Executive Officer and Chief Operating Officer, respectively, of Solar Capital Ltd.  39




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Our business model depends to a significant extent upon strong referral relationships
with financial sponsors, and the inability of the senior investment professionals of our investment adviser to maintain or develop these relationships, or the failure of these relationships to generate investment opportunities, could adversely
affect our business. We expect that the principals of our investment adviser will maintain and develop their relationships with
financial sponsors, and we will rely to a significant extent upon these relationships to provide us with potential investment opportunities. If the senior investment professionals of our investment adviser fail to maintain their existing
relationships or develop new relationships with other sponsors or sources of investment opportunities, we will not be able to grow our investment portfolio. In addition, individuals with whom the senior investment professionals of our investment
adviser have relationships are not obligated to provide us with investment opportunities, and, therefore, there is no assurance that such relationships will generate investment opportunities for us. If our investment adviser is unable to source
investment opportunities, we may hold a greater percentage of our assets in cash and cash equivalents than anticipated, which could impact potential returns on our portfolio. A disruption in the capital markets and the credit markets could negatively affect our business. As a BDC, we must maintain our ability to raise additional capital for investment purposes. Without sufficient access to the capital markets or
credit markets, we may be forced to curtail our business operations or we may not be able to pursue new business opportunities. Disruptive conditions in the financial industry and the impact of new legislation in response to those conditions could
restrict our business operations and could adversely impact our results of operations and financial condition. If the fair value of our
assets declines substantially, we may fail to maintain the asset coverage ratios imposed upon us by the 1940 Act and the Credit Facility. Any such failure could result in an event of default and all of our debt being declared immediately due and
payable and would affect our ability to issue senior securities, including borrowings, and pay distributions, which could materially impair our business operations. Our liquidity could be impaired further by an inability to access the capital
markets or to draw on the Credit Facility. For example, we cannot be certain that we will be able to renew the Credit Facility as it matures or to consummate new borrowing facilities to provide capital for normal operations, including new
originations. Reflecting concern about the stability of the financial markets, many lenders and institutional investors have reduced or ceased providing funding to borrowers. This market turmoil and tightening of credit have led to increased market
volatility and widespread reduction of business activity generally. If we are unable to renew or replace the Credit Facility and
consummate new facilities on commercially reasonable terms, our liquidity will be reduced significantly. If we consummate new facilities but are then unable to repay amounts outstanding under such facilities, and are declared in default or are
unable to renew or refinance these facilities, we would not be able to initiate significant originations or to operate our business in the normal course. These situations may arise due to circumstances that we may be unable to control, such as
inaccessibility to the credit markets, a severe decline in the value of the U.S. dollar, a further economic downturn or an operational problem that affects third parties or us, and could materially damage our business. Moreover, we are unable to
predict when economic and market conditions may become more favorable. Even if such conditions improve broadly and significantly over the long term, adverse conditions in particular sectors of the financial markets could adversely impact our
business. Our financial condition and results of operations will depend on Solar Capital Partners ability to manage our
future growth effectively by identifying, investing in and monitoring companies that meet our investment criteria. Our ability to
achieve our investment objective and to grow depends on Solar Capital Partners ability to identify, invest in and monitor companies that meet our investment criteria. Accomplishing this result on a cost-effective basis is largely a function of
Solar Capital Partners structuring of the investment process, its ability to provide competent, attentive and efficient services to us and its ability to access financing for us on acceptable terms. The investment team of Solar Capital
Partners has substantial responsibilities under the Investment  40




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Advisory and Management Agreement, and they may also be called upon to provide managerial assistance to our portfolio companies as the principals of our administrator. In addition, the members of
Solar Capital Partners investment team have similar responsibilities with respect to the management of Solar Capitals investment portfolio. Such demands on their time may distract them or slow our rate of investment. In order to grow, we
and Solar Capital Partners will need to retain, train, supervise and manage new investment professionals. However, we can offer no assurance that any such investment professionals will contribute effectively to the work of the investment adviser.
Any failure to manage our future growth effectively could have a material adverse effect on our business, financial condition and results of operations. We may need to raise additional capital to grow because we must distribute most of our income. We may need additional capital to fund growth in our investments. We expect to issue equity securities and expect to borrow from financial
institutions in the future. A reduction in the availability of new capital could limit our ability to grow. We must distribute at least 90% of our investment company taxable income to our stockholders to maintain our tax treatment as a RIC. As a
result, any such cash earnings may not be available to fund investment originations. We expect to borrow from financial institutions and issue additional debt and equity securities. If we fail to obtain funds from such sources or from other sources
to fund our investments, it could limit our ability to grow, which may have an adverse effect on the value of our securities. In addition, as a BDC, our ability to borrow or issue additional preferred stock may be restricted if our total assets are
less than 200% of our total borrowings and preferred stock. Any failure on our part to maintain our status as a BDC would reduce
our operating flexibility and we may be limited in our investment choices as a BDC. The 1940 Act imposes numerous constraints on
the operations of BDCs. For example, BDCs are required to invest at least 70% of their total assets in specified types of securities, primarily in private companies or thinly-traded U.S. public companies, cash, cash equivalents, U.S. government
securities and other high quality debt investments that mature in one year or less. Furthermore, any failure to comply with the requirements imposed on BDCs by the 1940 Act could cause the SEC to bring an enforcement action against us and/or expose
us to claims of private litigants. In addition, upon approval of a majority of our stockholders, we may elect to withdraw our status as a BDC. If we decide to withdraw our election, or if we otherwise fail to qualify, or maintain our qualification,
as a BDC, we may be subject to the substantially greater regulation under the 1940 Act as a closed-end investment company. Compliance with such regulations would significantly decrease our operating
flexibility, and could have a material adverse effect on our business, financial condition and results of operations. Regulations
governing our operation as a BDC affect our ability to, and the way in which we will, raise additional capital. As a BDC, the necessity of raising additional capital may expose us to risks, including the typical risks associated with leverage. In order to satisfy the tax requirements applicable to a RIC, to avoid payment of excise taxes and to minimize or avoid payment of
income taxes, we intend to distribute to our stockholders substantially all of our ordinary income and realized net capital gains except for certain realized net long-term capital gains, which we may retain, pay applicable income taxes with respect
thereto and elect to treat as deemed distributions to our stockholders. We may issue debt securities or preferred stock and/or borrow money from banks or other financial institutions, which we refer to collectively as senior securities,
up to the maximum amount permitted by the 1940 Act. Under the provisions of the 1940 Act, we are permitted, as a BDC, to issue senior securities in amounts such that our asset coverage ratio, as defined in the 1940 Act, equals not less than 200% of
gross assets less all liabilities and indebtedness not represented by senior securities, after each issuance of senior securities. If the value of our assets declines, we may be unable to satisfy the asset coverage test. If that happens, we may be
required to sell a portion of our investments and, depending on the nature of our leverage, repay a portion of our indebtedness at a time when such sales may be disadvantageous. Also, any amounts that we use to service our  41




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indebtedness would not be available for distributions to our common stockholders. Furthermore, as a result of issuing senior securities, we would also be exposed to typical risks associated with
leverage, including an increased risk of loss. As of December 31, 2017, we had $124.2 million outstanding under the Credit
Facility. If we issue preferred stock, the preferred stock would rank senior to common stock in our capital structure, preferred stockholders would generally vote together with common stockholders but would have separate voting rights on
certain matters and might have other rights, preferences, or privileges more favorable than those of our common stockholders, and the issuance of preferred stock could have the effect of delaying, deferring or preventing a transaction or a change of
control that might involve a premium price for holders of our common stock or otherwise be in your best interest. We are not generally
able to issue and sell our common stock at a price below net asset value per share. We may, however, sell our common stock, or warrants, options or rights to acquire our common stock, at a price below the then-current net asset value per share of
our common stock if our board of directors determines that such sale is in the best interests of Solar Senior Capital and its stockholders, and our stockholders approve such sale. In any such case, the price at which our securities are to be issued
and sold may not be less than a price that, in the determination of our board of directors, closely approximates the market value of such securities (less any distributing commission or discount). If we raise additional funds by issuing more common
stock or senior securities convertible into, or exchangeable for, our common stock, then the percentage ownership of our stockholders at that time will decrease, and you might experience dilution. This dilution would occur as a result of a
proportionately greater decrease in a stockholders interest in our earnings and assets and voting interest in us than the increase in our assets resulting from such issuance. Because the number of future shares of common stock that may be
issued below our net asset value per share and the price and timing of such issuances are not currently known, we cannot predict the actual dilutive effect of any such issuance. We cannot determine the resulting reduction in our net asset value per
share of any such issuance. We also cannot predict whether shares of our common stock will trade above, at or below our net asset value. At our 2017 Annual Stockholders Meeting, our stockholders approved our ability to sell or otherwise issue shares of our common stock, not
exceeding 25% of our then outstanding common stock immediately prior to each such offering, at a price or prices below the then current net asset value per share, in each case subject to the approval of our board of directors and compliance with the
conditions set forth in the proxy statement pertaining thereto, during a period beginning on May 17, 2017 and expiring on the earlier of the one-year anniversary of the date of the 2017 Annual
Stockholders Meeting and the date of our 2018 Annual Stockholders Meeting, which is expected to be held in May 2018. However, notwithstanding such stockholder approval, since our initial public offering on February 24, 2011, we have not sold
any shares of our common stock in an offering that resulted in proceeds to us of less than our then current net asset value per share. Any offering of our common stock that requires stockholder approval must occur, if at all, within one year after
receiving such stockholder approval. Our credit ratings may not reflect all risks of an investment in our debt securities. Our credit ratings are an assessment by third parties of our ability to pay our obligations. Consequently, real or anticipated
changes in our credit ratings will generally affect the market value of our debt securities. Our credit ratings, however, may not reflect the potential impact of risks related to market conditions generally or other factors discussed above on the
market value of or trading market for the publicly issued debt securities. Our stockholders may experience dilution in their
ownership percentage if they do not participate in our dividend reinvestment plan. All distributions declared in cash payable to
stockholders that are participants in our dividend reinvestment plan are generally automatically reinvested in shares of our common stock. In the event we issue new shares in connection with our dividend reinvestment plan, our stockholders that do
not elect to receive distributions in shares of common stock may experience dilution in their ownership percentage over time as a result of such issuance.  42




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We have and may continue to borrow money, which would magnify the potential for loss
on amounts invested and may increase the risk of investing in us. We borrow money as part of our business plan. Borrowings, also
known as leverage, magnify the potential for loss on amounts invested and, therefore, increase the risks associated with investing in our securities. As of December 31, 2017, we had $124.2 million outstanding under the Credit Facility. We
may borrow from and issue senior debt securities to banks, insurance companies and other lenders in the future. Lenders of these senior securities, including the Credit Facility, will have fixed dollar claims on our assets that are superior to the
claims of our common stockholders, and we would expect such lenders to seek recovery against our assets in the event of a default. If the value of our assets decreases, leveraging would cause net asset value to decline more sharply than it otherwise
would have had we not leveraged. Similarly, any decrease in our income would cause net income to decline more sharply than it would have had we not borrowed. Such a decline could also negatively affect our ability to make distribution payments on
our common stock. Leverage is generally considered a speculative investment technique. Our ability to service any debt that we incur will depend largely on our financial performance and will be subject to prevailing economic conditions and
competitive pressures. Moreover, as the management fee payable to our investment adviser, Solar Capital Partners, will be payable based on our gross assets, including those assets acquired through the use of leverage, Solar Capital Partners will
have a financial incentive to incur leverage which may not be consistent with our stockholders interests. In addition, our common stockholders will bear the burden of any increase in our expenses as a result of leverage, including any increase
in the management fee payable to Solar Capital Partners. As a BDC, we generally are required to meet a coverage ratio of total assets to
total borrowings and other senior securities, which include all of our borrowings and any preferred stock that we may issue in the future, of at least 200%. Additionally, the Credit Facility requires us to comply with certain financial and other
restrictive covenants, including maintaining an asset coverage ratio of at least 200% at any time. Failure to maintain compliance with these covenants could result in an event of default and all of our debt being declared immediately due and
payable. If this ratio declines below 200%, we may not be able to incur additional debt and could be required by law to sell a portion of our investments to repay some debt when it is disadvantageous to do so, which could have a material adverse
effect on our operations, and we may not be able to make distributions. The amount of leverage that we employ will depend on our investment advisers and our board of directors assessment of market and other factors at the time of any
proposed borrowing. We cannot assure you that we will be able to obtain credit at all or on terms acceptable to us. In addition, the
Credit Facility imposes, and any other debt facility into which we may enter would likely impose financial and operating covenants that restrict our business activities, including limitations that could hinder our ability to finance additional loans
and investments or to make the distributions required to maintain RIC tax treatment under Subchapter M of the Code. The debt securities
that we may issue will be governed by an indenture or other instrument containing covenants restricting our operating flexibility. We, and indirectly our stockholders, bear the cost of issuing and servicing such debt securities. Any convertible or
exchangeable securities that we issue in the future may have rights, preferences and privileges more favorable than those of our common stock.  43




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Illustration. The following table illustrates the effect of leverage on returns from
an investment in our common stock assuming various annual returns on our total assets, net of interest expense. The calculations in the table below are hypothetical and actual returns may be higher or lower than those appearing in the table below.  Assumed total return(net of interest expense)(10)%


(5)%


0%


5%


10%Corresponding return to stockholder(1)


(20.8
)%


(11.1
)%


(1.5
)%


8.2
%


17.9
%  (1)
Assumes $521.9 million in total assets and $124.2 million in total debt outstanding, which reflects our total assets and total debt outstanding as of December 31, 2017, and a cost of funds of 3.16%.
Excludes non-leverage related expenses. In order for us to cover our annual interest
payments on our outstanding indebtedness at December 31, 2017, we must achieve annual returns on our December 31, 2017 total assets of at least 0.8%. It is likely that the terms of any current or future long-term or revolving credit or warehouse facility we may enter into in the future
could constrain our ability to grow our business. Our current lenders have, and any future lender or lenders may have, fixed
dollar claims on our assets that are senior to the claims of our stockholders and, thus, will have a preference over our stockholders with respect to our assets in the collateral pool. The Credit Facility and borrowings also subject us to various
financial and operating covenants, including, but not limited to, maintaining certain financial ratios and minimum tangible net worth amounts. Future credit facilities and borrowings will likely subject us to similar or additional covenants. In
addition, we may grant a security interest in our assets in connection with any such credit facilities and borrowings. The Credit
Facility generally contains customary default provisions such as a minimum net worth amount, a profitability test, and a restriction on changing our business and loan quality standards. In addition, the Credit Facility requires the repayment of all
outstanding debt on the maturity, which may disrupt our business and potentially the business of our portfolio companies that are financed through the Credit Facility. An event of default under the Credit Facility would likely result, among other
things, in termination of the availability of further funds under the Credit Facility and accelerated maturity dates for all amounts outstanding under the Credit Facility, which would likely disrupt our business and, potentially, the business of the
portfolio companies whose loans we finance through the Credit Facility. This could reduce our revenues and, by delaying any cash payment allowed to us under the Credit Facility until the lender has been paid in full, reduce our liquidity and cash
flow and impair our ability to grow our business and maintain RIC tax treatment. The terms of future available financing may place limits
on our financial and operation flexibility. If we are unable to obtain sufficient capital in the future, we may be forced to reduce or discontinue our operations, not be able to make new investments, or otherwise respond to changing business
conditions or competitive pressures. Pending legislation may allow us to incur additional leverage. As a BDC, under the 1940 Act generally we are not permitted to incur indebtedness unless immediately after such borrowing we have an asset
coverage for total borrowings of at least 200% (i.e., the amount of debt may not exceed 50% of the value of our total assets or we may borrow an amount equal to 100% of net assets). The U.S. Senate recently introduced the Small Business Credit
Availability Act, which if it passes, would modify this section of the 1940 Act and increase the amount of debt that BDCs may incur by modifying the asset coverage percentage from 200% to 150%. As a result, we may be able to incur additional
indebtedness in the future and therefore your risk of an investment in us may increase.  44




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Our quarterly and annual operating results are subject to fluctuation as a result of
the nature of our business, and if we fail to achieve our investment objective, the net asset value of our common stock may decline. We could experience fluctuations in our quarterly and annual operating results due to a number of factors, some of which are beyond our
control, including, but not limited to, the interest rate payable on the debt securities that we acquire, the default rate on such securities, the level of our expenses, variations in and the timing of the recognition of realized and unrealized
gains or losses, changes in our portfolio composition, the degree to which we encounter competition in our markets, market volatility in our publicly traded securities and the securities of our portfolio companies, and general economic conditions.
As a result of these factors, results for any period should not be relied upon as being indicative of performance in future periods. In addition, any of these factors could negatively impact our ability to achieve our investment objectives, which
may cause our net asset value of our common stock to decline. Our investments may be in portfolio companies that may have limited
operating histories and financial resources. Our portfolio companies compete with larger, more established companies with greater
access to, and resources for, further development in these new technologies. We also expect that our portfolio will continue to consist of investments that may have relatively limited operating histories. These companies may be particularly
vulnerable to U.S. and foreign economic downturns, such as the U.S. recession that began in mid-2007 and the European financial crisis, may have more limited access to capital and higher funding costs, may
have a weaker financial position and may need more capital to expand or compete. These businesses also may experience substantial variations in operating results. They may face intense competition, including from companies with greater financial,
technical and marketing resources. Furthermore, some of these companies do business in regulated industries and could be affected by changes in government regulation. Accordingly, these factors could impair their cash flow or result in other events,
such as bankruptcy, which could limit their ability to repay their obligations to us, and may adversely affect the return on, or the recovery of, our investment in these companies. We cannot assure you that any of our investments in our portfolio
companies will be successful. Therefore, we may lose our entire investment in any or all of our portfolio companies. There will be
uncertainty as to the value of our portfolio investments, which may impact our net asset value. A large percentage of our
portfolio investments are in the form of securities that are not publicly traded. The fair value of securities and other investments that are not publicly traded may not be readily determinable. We value these securities and the Credit Facility on a
quarterly basis in accordance with our valuation policy, which is at all times consistent with GAAP. Our board of directors utilizes the services of third-party valuation firms to aid it in determining the fair value of certain securities and the
Credit Facility. The board of directors discusses valuations and determines the fair value in good faith based on the input of our investment adviser and the respective third-party valuation firms. The factors that may be considered in fair value
pricing our investments include the nature and realizable value of any collateral, the portfolio companys ability to make payments and its earnings, the markets in which the portfolio company does business, comparisons to publicly traded
companies, discounted cash flow and other relevant factors. Because such valuations, and particularly valuations of private securities and private companies, are inherently uncertain, may fluctuate over short periods of time and may be based on
estimates, our determinations of fair value may differ materially from the values that would have been used if a ready market for these securities existed. Our net asset value could be adversely affected if our determinations regarding the fair
value of our investments were materially higher than the values that we ultimately realize upon the disposal of such securities.  45




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Our equity ownership in a portfolio company may represent a control investment. Our
ability to exit an investment in a timely manner because we are in a control position or have access to inside information in the portfolio company could result in a realized loss on the investment. If we obtain a control investment in a portfolio company our ability to divest ourselves from a debt or equity investment could be restricted
due to illiquidity in a private stock, limited trading volume on a public companys stock, inside information on a companys performance, insider blackout periods, or other factors that could prohibit us from disposing of the investment as
we would if it were not a control investment. Additionally, we may choose not to take certain actions to protect a debt investment in a control investment portfolio company. As a result, we could experience a decrease in the value of our portfolio
company holdings and potentially incur a realized loss on the investment. There are significant potential conflicts of interest,
including Solar Capital Partners management of Solar Capital, which could impact our investment returns, and an investment in Solar Senior Capital is not an investment in Solar Capital Ltd. Our executive officers and directors, as well as the current and future partners of our investment adviser, Solar Capital Partners, may serve
as officers, directors or principals of entities that operate in the same or a related line of business as we do. For example, Solar Capital Partners, presently serves as the investment adviser to Solar Capital, a publicly-traded BDC. In addition,
Michael S. Gross, our Chairman, Chief Executive Officer and President, Bruce Spohler, our Chief Operating Officer and board member, and Richard L. Peteka, our Chief Financial Officer, serve in similar capacities for Solar Capital Ltd.
Accordingly, they may have obligations to investors in those entities, the fulfillment of which obligations might not be in the best interests of us or our stockholders. In addition, we note that any affiliated investment vehicle formed in the
future, and managed by our investment adviser or its affiliates may, notwithstanding different stated investment objectives, have overlapping investment objectives with our own and, accordingly, may invest in asset classes similar to those targeted
by us. As a result, Solar Capital Partners may face conflicts in allocating investment opportunities between us and such other entities. Although Solar Capital Partners will endeavor to allocate investment opportunities in a fair and equitable
manner, it is possible that, in the future, we may not be given the opportunity to participate in investments made by investment funds managed by our investment adviser or an investment manager affiliated with our investment adviser. In any such
case, when Solar Capital Partners identifies an investment, it will be forced to choose which investment fund should make the investment. As a BDC, we were substantially limited in our ability to co-invest in privately negotiated
transactions with affiliated funds until we obtained an exemptive order from the SEC on July 28, 2014 (the Prior Exemptive Order). The Prior Exemptive Order permitted us to participate in negotiated
co-investment transactions with certain affiliates, each of whose investment adviser is Solar Capital Partners, in a manner consistent with our investment objective, positions, policies, strategies and
restrictions as well as regulatory requirements and other pertinent factors, and pursuant to the conditions to the Prior Exemptive Order. On June 13, 2017, the Company, Solar Capital Ltd., and Solar Capital Partners received an exemptive order
(the Exemptive Order) for a co-investment order that supersedes the Prior Exemptive Order and extends the relief granted in the Prior Exemptive Order such that it no longer applies to certain
affiliates only if their respective investment adviser is Solar Capital Partners, but also applies to certain affiliates whose investment adviser is an investment adviser that controls, is controlled by or is under common control with Solar Capital
Partners and is registered as an investment adviser under the Investment Advisers Act of 1940, as amended. The terms of the Exemptive Order are otherwise substantially similar to the Prior Exemptive Order. If we are unable to rely on the Exemptive
Order for a particular opportunity, such opportunity will be allocated first to the entity whose investment strategy is the most consistent with the opportunity being allocated, and second, if the terms of the opportunity are consistent with more
than one entitys investment strategy, on an alternating basis. Although our investment professionals will endeavor to allocate investment opportunities in a fair and equitable manner, we and our common stockholders could be adversely affected
to the extent investment opportunities are allocated among us and other investment vehicles managed or sponsored by, or affiliated with, our executive officers, directors and members of our investment adviser.  46




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Solar Capital Partners and certain investment advisory affiliates may determine that an
investment is appropriate for us and for one or more of those other funds. In such event, depending on the availability of such investment and other appropriate factors, Solar Capital Partners or its affiliates may determine that we should invest side-by-side with one or more other funds. Any such investments will be made only to the extent permitted by applicable law and interpretive positions of the SEC and its
staff, and consistent with Solar Capital Partners allocation procedures. Related party transactions may occur among Solar Senior
Capital and Gemino, FLLP, NorthMill and FLLP 2015-1, LLC. These transactions may occur in the normal course of business. No administrative fees are paid to Solar Capital Partners by Gemino, NorthMill or FLLP. In the ordinary course of our investing activities, we pay management and incentive fees to Solar Capital Partners and reimburse Solar
Capital Partners for certain expenses it incurs. As a result, investors in our common stock will invest on a gross basis and receive distributions on a net basis after expenses, resulting in a lower rate of return than an
investor might achieve through direct investments. Accordingly, there may be times when the management team of Solar Capital Partners has interests that differ from those of our stockholders, giving rise to a conflict. We have entered into a royalty-free license agreement with our investment adviser, pursuant to which our investment adviser has granted us a non-exclusive license to use the name Solar Capital. Under the License Agreement, we have the right to use the Solar Capital name for so long as Solar Capital Partners or one of its
affiliates remains our investment adviser. In addition, we pay Solar Capital Management, an affiliate of Solar Capital Partners, our allocable portion of overhead and other expenses incurred by Solar Capital Management in performing its obligations
under the Administration Agreement, including rent, the fees and expenses associated with performing compliance functions, and our allocable portion of the compensation of our chief financial officer and their respective staffs. These arrangements
create conflicts of interest that our board of directors must monitor. Our ability to enter into transactions involving derivatives
and financial commitment transactions may be limited. The SEC has proposed a new rule under the 1940 Act that would govern the use
of derivatives (defined to include any swap, security-based swap, futures contract, forward contract, option or any similar instrument) as well as financial commitment transactions (defined to include reverse repurchase agreements, short sale
borrowings and any firm or standby commitment agreement or similar agreement) by BDCs. Under the proposed rule, a BDC would be required to comply with one of two alternative portfolio limitations and manage the risks associated with derivatives
transactions and financial commitment transactions by segregating certain assets. Furthermore, a BDC that engages in more than a limited amount of derivatives transactions or that uses complex derivatives would be required to establish a formalized
derivatives risk management program. If the SEC adopts this rule in the form proposed, our ability to enter into transactions involving such instruments may be hindered, which could have an adverse effect on our business, financial condition and
results of operations. We may be obligated to pay our investment adviser incentive compensation even if we incur a loss. Our investment adviser will be entitled to incentive compensation for each fiscal quarter in an amount equal to a percentage of
the excess of our pre-incentive fee net investment income for that quarter (before deducting incentive compensation) above a performance threshold for that quarter. Accordingly, since the performance threshold
is based on a percentage of our net asset value, decreases in our net asset value make it easier to achieve the performance threshold. Our pre-incentive fee net investment income for incentive compensation
purposes excludes realized and unrealized capital losses or depreciation that we may incur in the fiscal quarter, even if such capital losses or depreciation result in a net loss on our statement of operations for that quarter. Thus, we may be
required to pay Solar Capital Partners incentive compensation for a fiscal quarter even if there is a decline in the value of our portfolio or we incur a net loss for that quarter.  47




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Our incentive fee may induce Solar Capital Partners to pursue speculative investments. The incentive fee payable by us to Solar Capital Partners may create an incentive for Solar Capital Partners to pursue investments
on our behalf that are riskier or more speculative than would be the case in the absence of such compensation arrangement. The incentive fee payable to our investment adviser is calculated based on a percentage of our return on invested capital.
This may encourage our investment adviser to use leverage to increase the return on our investments. Under certain circumstances, the use of leverage may increase the likelihood of default, which would impair the value of our common stock. In
addition, our investment adviser receives the incentive fee based, in part, upon net capital gains realized on our investments. Unlike that portion of the incentive fee based on income, there is no hurdle rate applicable to the portion of the
incentive fee based on net capital gains. As a result, our investment adviser may have a tendency to invest more capital in investments that are likely to result in capital gains as compared to income producing securities. Such a practice could
result in our investing in more speculative securities than would otherwise be the case, which could result in higher investment losses, particularly during economic downturns. The incentive fee payable by us to our investment adviser also may induce Solar Capital Partners to invest on our behalf in instruments that
have a deferred interest feature, even if such deferred payments would not provide cash necessary to enable us to pay current distributions to our stockholders. Under these investments, we would accrue interest over the life of the investment but
would not receive the cash income from the investment until the end of the term. Our net investment income used to calculate the income portion of our investment fee, however, includes accrued interest. Thus, a portion of this incentive fee would be
based on income that we have not received in cash. In addition, the catch-up portion of the incentive fee may encourage Solar Capital Partners to accelerate or defer interest payable by portfolio
companies from one calendar quarter to another, potentially resulting in fluctuations in timing and distribution amounts. We may invest,
to the extent permitted by law, in the securities and instruments of other investment companies, including private funds, and, to the extent we so invest, will bear our ratable share of any such investment companys expenses, including
management and performance fees. We will also remain obligated to pay management and incentive fees to Solar Capital Partners with respect to the assets invested in the securities and instruments of other investment companies. With respect to each
of these investments, each of our stockholders will bear his or her share of the management and incentive fee of Solar Capital Partners as well as indirectly bearing the management and performance fees and other expenses of any investment companies
in which we invest. We may become subject to corporate-level U.S. federal income tax if we are unable to qualify and maintain our
tax treatment as a regulated investment company under Subchapter M of the Code. Although we have elected to be treated as a RIC
under Subchapter M of the Code, no assurance can be given that we will continue to be able to qualify for and maintain RIC tax treatment. To maintain RIC tax treatment under the Code, we must meet the following annual distribution, income source and
asset diversification requirements.  

The Annual Distribution Requirement for a RIC will be satisfied if we distribute to our stockholders on an annual basis at least 90% of our net ordinary income and realized net short-term capital gains in excess of
realized net long-term capital losses, if any. Because we may use debt financing, we are subject to certain asset coverage ratio requirements under the 1940 Act and financial covenants under loan and credit agreements that could, under certain
circumstances, restrict us from making distributions necessary to satisfy the Annual Distribution Requirement. If we are unable to obtain cash from other sources, we could fail to qualify for RIC tax treatment and thus become subject to
corporate-level U.S. federal income tax.  

The income source requirement will be satisfied if we obtain at least 90% of our income for each year from certain passive investments, including interest, dividends gains from the sale of stock or securities or similar
sources.  48




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##### Table of Contents



The asset diversification requirement will be satisfied if we meet certain asset diversification requirements at the end of each quarter of our taxable year. Failure to meet those requirements may result in our having
to dispose of certain investments quickly in order to prevent the loss of RIC tax treatment. Because most of our investments will be in private companies, and therefore will be relatively illiquid, any such dispositions could be made at
disadvantageous prices and could result in substantial losses. If we fail to qualify for RIC tax treatment for any reason
and become subject to corporate income tax, the resulting corporate taxes could substantially reduce our net assets, the amount of income available for distribution and the amount of our distributions. Such a failure could have a material adverse
effect on us, the net asset value of our common stock and the total return, if any, obtainable from your investment in our common stock. Any net operating losses that we incur in periods during which we qualify as a RIC will not offset net capital
gains (i.e., net realized long-term capital gains in excess of net realized short-term capital losses) that we are otherwise required to distribute, and we cannot pass such net operating losses through to our stockholders. In addition, net operating
losses that we carry over to a taxable year in which we qualify as a RIC normally cannot offset ordinary income or capital gains. We may have difficulty satisfying the Annual Distribution Requirement in order to qualify and maintain RIC tax treatment if we recognize
income before or without receiving cash representing such income. In accordance with GAAP and tax requirements, we include in
income certain amounts that we have not yet received in cash, such as contractual PIK interest, which represents contractual interest added to a loan balance and due at the end of such loans term. In addition to the cash yields received on our
loans, in some instances, certain loans may also include any of the following: end-of-term payments, exit fees, balloon payment fees or prepayment fees. The increases in
loan balances as a result of contractual PIK arrangements are included in income for the period in which such PIK interest was accrued, which is often in advance of receiving cash payment, and are separately identified on our statements of cash
flows. We also may be required to include in income certain other amounts prior to receiving the related cash. Any warrants that we
receive in connection with our debt investments will generally be valued as part of the negotiation process with the particular portfolio company. As a result, a portion of the aggregate purchase price for the debt investments and warrants will be
allocated to the warrants that we receive. This will generally result in original issue discount for tax purposes, which we must recognize as ordinary income, increasing the amount that we are required to distribute to qualify for the
U.S. federal income tax benefits applicable to RICs. Because these warrants generally will not produce distributable cash for us at the same time as we are required to make distributions in respect of the related original issue discount, we would
need to obtain cash from other sources or to pay a portion of our distributions using shares of newly issued common stock, consistent with Internal Revenue Service requirements, to satisfy the Annual Distribution and Excise Tax Avoidance
requirements. Other features of the debt instruments that we hold may also cause such instruments to generate an original issue discount,
resulting in a distribution requirement in excess of current cash interest received. Since in certain cases we may recognize income before or without receiving cash representing such income, we may have difficulty meeting the RIC tax requirement to
distribute at least 90% of our net ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any. Under such circumstances, we may have to sell some of our investments at times we would not
consider advantageous, raise additional debt or equity capital or reduce new investment originations to meet these distribution requirements. If we are unable to obtain cash from other sources and are otherwise unable to satisfy such distribution
requirements, we may fail to qualify for the U.S. federal income tax benefits allowable to RICs and, thus, become subject to a corporate-level U.S. federal income tax on all our income. The higher yields and interest rates on PIK securities reflects the payment deferral and increased credit risk associated with such
instruments and that such investments may represent a significantly higher credit risk than  49




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coupon loans. PIK securities may have unreliable valuations because their continuing accruals require continuing judgments about the collectability of the deferred payments and the value of any
associated collateral. PIK interest has the effect of generating investment income and increasing the incentive fees payable at a compounding rate. In addition, the deferral of PIK interest also increases the loan-to-value ratio at a compounding rate. PIK securities create the risk that incentive fees will be paid to our investment adviser based on non-cash accruals that
ultimately may not be realized, but our investment adviser will be under no obligation to reimburse the Company for these fees. Provisions of the Maryland General Corporation Law and of our charter and bylaws could deter takeover attempts and have an adverse
impact on the price of our common stock. The Maryland General Corporation Law and our charter and bylaws contain provisions that
may discourage, delay or make more difficult a change in control of Solar Senior Capital or the removal of our directors. We are subject to the Maryland Business Combination Act, subject to any applicable requirements of the 1940 Act. Our board of
directors has adopted a resolution exempting from the Maryland Business Combination Act any business combination between us and any other person, subject to prior approval of such business combination by our board of directors, including approval by
a majority of our disinterested directors. If the resolution exempting business combinations is repealed or our board of directors does not approve a business combination, the Maryland Business Combination Act may discourage third parties from
trying to acquire control of us and increase the difficulty of consummating such an offer. Our bylaws exempt from the Maryland Control Share Acquisition Act (the Control Share Act) acquisitions of our stock by any person. If we amend our
bylaws to repeal the exemption from the Control Share Act, the Control Share Act also may make it more difficult for a third party to obtain control of us and increase the difficulty of consummating such a transaction. However, we will amend our
bylaws to be subject to the Control Share Act only if our board of directors determines that it would be in our best interests and if the SEC staff does not object to our determination that our being subject to the Control Share Act does not
conflict with the 1940 Act. The SEC staff has issued informal guidance setting forth its position that certain provisions of the Control Share Act would, if implemented, violate Section 18(i) of the 1940 Act. We have also adopted measures that may make it difficult for a third party to obtain control of us, including provisions of our charter
classifying our board of directors in three classes serving staggered three-year terms, and authorizing our board of directors to classify or reclassify shares of our stock in one or more classes or series, to cause the issuance of additional shares
of our stock and , to amend our charter without stockholder approval to increase or decrease the number of shares of stock that we have authority to issue. These provisions, as well as other provisions of our charter and bylaws, may delay, defer or
prevent a transaction or a change in control that might otherwise be in the best interests of our stockholders. The foregoing provisions
are expected to discourage certain coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of us to negotiate first with our board of directors. However, these provisions may deprive a stockholder
of the opportunity to sell such stockholders shares at a premium to a potential acquirer. We believe that the benefits of these provisions outweigh the potential disadvantages of discouraging any such acquisition proposals because, among other
things, the negotiation of such proposals may improve their terms. Our board of directors has considered both the positive and negative effects of the foregoing provisions and determined that they are in the best interest of our stockholders. The failure in cyber security systems, as well as the occurrence of events unanticipated in our disaster recovery systems and management
continuity planning could impair our ability to conduct business effectively. The occurrence of a disaster, such as a cyber-attack
against us or against a third-party that has access to our data or networks, a natural catastrophe, an industrial accident, failure of our disaster recovery systems, or  50




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consequential employee error, could have an adverse effect on our ability to communicate or conduct business, negatively impacting our operations and financial condition. This adverse effect can
become particularly acute if those events affect our electronic data processing, transmission, storage, and retrieval systems, or impact the availability, integrity, or confidentiality of our data. We depend heavily upon computer systems to perform necessary business functions. Despite our implementation of a variety of security measures,
our computer systems, networks, and data, like those of other companies, could be subject to cyber-attacks and unauthorized access, use, alteration, or destruction, such as from physical and electronic
break-ins or unauthorized tampering. If one or more of these events occurs, it could potentially jeopardize the confidential, proprietary, and other information processed, stored in, and transmitted through
our computer systems and networks. Such an attack could cause interruptions or malfunctions in our operations, which could result in financial losses, litigation, regulatory penalties, client dissatisfaction or loss, reputational damage, and
increased costs associated with mitigation of damages and remediation. Third parties with which we do business may also be sources of
cybersecurity or other technological risk. We outsource certain functions and these relationships allow for the storage and processing of our information, as well as client, counterparty, employee, and borrower information. While we engage in
actions to reduce our exposure resulting from outsourcing, ongoing threats may result in unauthorized access, loss, exposure, destruction, or other cybersecurity incident that affects our data, resulting in increased costs and other consequences as
described above. We can be highly dependent on information systems and systems failures could significantly disrupt our business,
which may, in turn, negatively affect the market price of our common stock and our ability to pay distributions. Our business is
highly dependent on our and third parties communications and information systems. Any failure or interruption of those systems, including as a result of the termination of an agreement with any third-party service providers, could cause delays
or other problems in our activities. Our financial, accounting, data processing, backup or other operating systems and facilities may fail to operate properly or become disabled or damaged as a result of a number of factors including events that are
wholly or partially beyond our control and adversely affect our business. There could be:  

sudden electrical or telecommunications outages;  

natural disasters such as earthquakes, tornadoes and hurricanes;  

events arising from local or larger scale political or social matters, including terrorist acts; and  

cyber-attacks. These events, in turn, could have a material adverse effect on our operating
results and negatively affect the market price of our common stock and our ability to pay distributions to our stockholders. Our
board of directors may change our investment objective, operating policies and strategies without prior notice or stockholder approval. Our board of directors has the authority to modify or waive certain of our operating policies and strategies without prior notice (except as
required by the 1940 Act) and without stockholder approval. However, absent stockholder approval, we may not change the nature of our business so as to cease to be, or withdraw our election as a BDC. We cannot predict the effect any changes to our
current operating policies and strategies would have on our business, operating results and value of our stock. Nevertheless, the effects may adversely affect our business and impact our ability to make distributions.  51




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Our business is subject to increasingly complex corporate governance, public
disclosure and accounting requirements that could adversely affect our business and financial results. We are subject to changing
rules and regulations of federal and state government as well as the stock exchange on which our common stock is listed. These entities, including the Public Company Accounting Oversight Board, the SEC and the NASDAQ Stock Market, have issued a
significant number of new and increasingly complex requirements and regulations over the course of the last several years and continue to develop additional regulations and requirements in response to laws enacted by Congress. Our efforts to comply
with these existing requirements, or any revised or amended requirements, have resulted in, and are likely to continue to result in, an increase in expenses and a diversion of managements time from other business activities. Changes in laws or regulations governing our operations may adversely affect our business. Changes in the laws or regulations, or the interpretations of the laws and regulations, which govern BDCs, RICs or non-depository commercial lenders could significantly affect our operations and our cost of doing business. We are subject to federal, state and local laws and regulations and are subject to judicial and
administrative decisions that affect our operations, including our loan originations, maximum interest rates, fees and other charges, disclosures to portfolio companies, the terms of secured transactions, collection and foreclosure procedures, and
other trade practices. If these laws, regulations or decisions change, or if we expand our business into jurisdictions that have adopted more stringent requirements than those in which we currently conduct business, then we may have to incur
significant expenses in order to comply or we may have to restrict our operations. In addition, if we do not comply with applicable laws, regulations and decisions, then we may lose licenses needed for the conduct of our business and be subject to
civil fines and criminal penalties, any of which could have a material adverse effect upon our business results of operations or financial condition. We cannot predict how tax reform legislation will affect us, our investments, or our stockholders, and any such legislation could
adversely affect our business. Legislative or other actions relating to taxes could have a negative effect on us. The rules
dealing with U.S. federal income taxation are constantly under review by persons involved in the legislative process and by the Internal Revenue Service and the U.S. Treasury Department. In December 2017, the U.S. House of Representatives and U.S.
Senate passed tax reform legislation, which the President signed into law. Such legislation has made many changes to the Code, including significant changes to the taxation of business entities, the deductibility of interest expense, and the tax
treatment of capital investment. We cannot predict with certainty how any changes in the tax laws might affect us, our stockholders, or our portfolio investments. New legislation and any U.S. Treasury regulations, administrative interpretations or
court decisions interpreting such legislation could significantly and negatively affect our ability to qualify for tax treatment as a RIC or the U.S. federal income tax consequences to us and our stockholders of such qualification, or could have
other adverse consequences. Stockholders are urged to consult with their tax advisor regarding tax legislative, regulatory, or administrative developments and proposals and their potential effect on an investment in our securities. Our investment adviser can resign on 60 days notice, and we may not be able to find a suitable replacement within that time,
resulting in a disruption in our operations that could adversely affect our financial condition, business and results of operations. Our investment adviser has the right, under the Advisory Agreement, to resign at any time upon 60 days written notice, whether we have
found a replacement or not. If our investment adviser resigns, we may not be able to find a new investment adviser or hire internal management with similar expertise and ability to provide the same or equivalent services on acceptable terms within
60 days, or at all. If we are unable to do so quickly, our operations are likely to experience a disruption, our financial condition, business and results of operations as well as our ability to pay distributions are likely to be adversely affected
and the market price of our shares may  52




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decline. In addition, the coordination of our internal management and investment activities is likely to suffer if we are unable to identify and reach an agreement with a single institution or
group of executives having the expertise possessed by our investment adviser and its affiliates. Even if we are able to retain comparable management, whether internal or external, the integration of such management and their lack of familiarity with
our investment objective may result in additional costs and time delays that may adversely affect our financial condition, business and results of operations.  Item 1B.
Unresolved Staff Comments None.  Item 2.
Properties Our executive offices are located at 500 Park
Avenue, New York, New York 10022, and are provided by Solar Capital Management in accordance with the terms of the Administration Agreement. We believe that our office facilities are suitable and adequate for our business as it is presently
conducted.  Item 3.
Legal Proceedings We and our subsidiaries are not currently
subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us or our subsidiaries. From time to time, we and our subsidiaries may be a party to certain legal proceedings in the ordinary
course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. While the outcome of these legal proceedings cannot be predicted with certainty, we do not expect that these
proceedings will have a material effect upon our financial condition or results of operations.  Item 4.
Mine Safety Disclosures Not applicable.  53




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##### Table of Contents

PART II  Item 5.
Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Price Range of Common Stock Our common
stock is traded on the NASDAQ Global Select Market under the symbol SUNS. The following table sets forth, for each fiscal quarter during the last two fiscal years, the net asset value (NAV) per share of our common stock, the
high and low closing sale prices for our common stock, such sale prices as a percentage of NAV per share and quarterly distributions per share.  Price Range


Premium or(Discount) ofHigh ClosingPrice to NAV(2)


Premium or(Discount) ofLow ClosingPrice toNAV(2)


DeclaredDistributions (3)Fiscal 2017

NAV(1)


High


LowFourth Quarter

$
16.84


$
18.31


$
17.35



8.7
%


3.0
%

$
0.3525Third Quarter


16.81



17.63



16.10



4.9



(4.2
)


0.3525Second Quarter


16.79



18.34



16.65



9.2



(0.8
)


0.3525First Quarter


16.81



18.06



16.70



7.4



(0.7
)


0.3525Fiscal 2016Fourth Quarter

$
16.80


$
16.75


$
15.16



(0.3
)%


(9.8
)%

$
0.3525Third Quarter


16.78



16.99



15.99



1.3



(4.7
)


0.3525Second Quarter


16.76



16.28



14.31



(2.9
)


(14.6
)


0.3525First Quarter


16.70



15.20



13.04



(9.0
)


(21.9
)


0.3525  (1)
NAV per share is determined as of the last day in the relevant quarter and therefore may not reflect the NAV per share on the date of the high and low closing sales prices. The net asset values shown are based on
outstanding shares at the end of each period. (2)
Calculated as the respective high or low closing sales price divided by NAV and subtracting 1. (3)
Represents the cash distributions declared for the specified quarter. Shares of BDCs may
trade at a market price that is less than the value of the net assets attributable to those shares. The possibility that our shares of common stock will trade at a discount from NAV or at premiums that are unsustainable over the long term are
separate and distinct from the risk that our net asset value will decrease. Since our initial public offering on February 24, 2011, our shares of common stock have traded at both a discount and a premium to the net assets attributable to those
shares. The last reported closing market price of our common stock on February 20, 2018 was $16.80 per share. As of
February 20, 2018, we had 4 shareholders of record. DISTRIBUTIONS Tax characteristics of all distributions will be reported to shareholders on Form 1099 after the end of the calendar year. Future quarterly
distributions, if any, will be determined by our Board. We expect that our distributions to stockholders will generally be from accumulated net investment income, from net realized capital gains or non-taxable
return of capital, if any, as applicable. We have elected to be taxed as a RIC under Subchapter M of the Code. To maintain our RIC tax
treatment, we must distribute at least 90% of our ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any, out of the assets legally available for distribution. In addition, although we
currently intend to distribute realized net capital gains (i.e., net long-term capital gains in excess of short-term capital losses), if any, at least annually, out of the assets legally available for such distributions, we may in the future
decide to retain such capital gains for investment.  54




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We maintain an opt out dividend reinvestment plan for our common stockholders.
As a result, if we declare a distribution, then stockholders cash distributions will be automatically reinvested in additional shares of our common stock, unless they specifically opt out of the dividend reinvestment plan so as to
receive cash distributions. We may not be able to achieve operating results that will allow us to make distributions at a specific level
or to increase the amount of these distributions from time to time. In addition, due to the asset coverage test applicable to us as a business development company, we may in the future be limited in our ability to make distributions. Also, our
revolving credit facility may limit our ability to declare distributions if we default under certain provisions. If we do not distribute a certain percentage of our income annually, we will suffer adverse tax consequences, including possible loss of
the tax benefits available to us as a regulated investment company. In addition, in accordance with U.S. generally accepted accounting principles and tax regulations, we include in income certain amounts that we have not yet received in cash, such
as contractual payment-in-kind interest, which represents contractual interest added to the loan balance that becomes due at the end of the loan term, or the accrual of
original issue or market discount. Since we may recognize income before or without receiving cash representing such income, we may have difficulty meeting the requirement to distribute at least 90% of our investment company taxable income to obtain
tax benefits as a regulated investment company. With respect to the distributions to stockholders, income from origination, structuring,
closing and certain other upfront fees associated with investments in portfolio companies are treated as taxable income and accordingly, distributed to stockholders. We cannot assure stockholders that they will receive any distributions at a particular level. All distributions declared in cash payable to stockholders that are participants in our dividend reinvestment plan are generally automatically
reinvested in shares of our common stock. As a result, stockholders that do not participate in the dividend reinvestment plan may experience dilution over time. Stockholders who do not elect to receive distributions in shares of common stock may
experience accretion to the NAV of their shares if our shares are trading at a premium and dilution if our shares are trading at a discount. The level of accretion or discount would depend on various factors, including the proportion of our
stockholders who participate in the plan, the level of premium or discount at which our shares are trading and the amount of the distribution payable to a stockholder.  55




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##### Table of Contents

The following table reflects the cash distributions per share on our common stock for the
two most recent fiscal years and the current fiscal year to date:  Date Declared

Record Date

Payment Date

AmountFiscal 2018February 22, 2018

March 22, 2018

April 3, 2018

$
0.1175February 7, 2018

February 22, 2018

March 1, 2018


0.1175January 5, 2018

January 18, 2018

January 31, 2018


0.1175YTD Total (2018)





$
0.3525Fiscal 2017December 7, 2017

December 21, 2017

January 4, 2018

$
0.1175November 2, 2017

November 22, 2017

December 1, 2017


0.1175October 5, 2017

October 19, 2017

November 1, 2017


0.1175September 14, 2017

September 22, 2017

October 3, 2017


0.1175August 1, 2017

August 17, 2017

August 31, 2017


0.1175July 6, 2017

July 20, 2017

August 1, 2017


0.1175June 7, 2017

June 22, 2017

July 6, 2017


0.1175May 2, 2017

May 18, 2017

June 2, 2017


0.1175April 6, 2017

April 20, 2017

May 2, 2017


0.1175February 22, 2017

March 23, 2017

April 4, 2017


0.1175February 7, 2017

February 23, 2017

March 1, 2017


0.1175January 5, 2017

January 19, 2017

February 1, 2017


0.1175Total (2017)





$
1.41Fiscal 2016December 8, 2016

December 22, 2016

January 4, 2017

$
0.1175November 2, 2016

November 23, 2016

December 1, 2016


0.1175October 5, 2016

October 20, 2016

November 1, 2016


0.1175September 12, 2016

September 22, 2016

October 4, 2016


0.1175August 2, 2016

August 18, 2016

September 1, 2016


0.1175July 7, 2016

July 21, 2016

August 2, 2016


0.1175June 7, 2016

June 23, 2016

July 1, 2016


0.1175May 3, 2016

May 19, 2016

June 2, 2016


0.1175April 7, 2016

April 21, 2016

May 3, 2016


0.1175February 24, 2016

March 24, 2016

April 1, 2016


0.1175February 4, 2016

February 18, 2016

March 2, 2016


0.1175January 7, 2016

January 21, 2016

February 2, 2016


0.1175Total (2016)





$
1.41 Recent Sales of Unregistered Securities None. Issuer Purchases of Equity Securities None.  56




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STOCK PERFORMANCE GRAPH This graph compares the cumulative total return on our common stock with that of the Standard & Poors BDC Index,
Standard & Poors 500 Stock Index and the Russell 2000 Financial Services Index, for the period from December 31, 2012 through December 31, 2017. The graph assumes that a person invested $10,000 in each of the following: our
common stock (SUNS), the S&P BDC Index, the S&P 500 Index, and the Russell 2000 Financial Services Index. The graph measures total stockholder return, which takes into account both changes in stock price and dividends. It assumes that
dividends paid are invested in additional shares of the same class of equity securities at the frequency with which dividends are paid of such securities during the applicable fiscal year.  LOGO The graph and other information furnished under this Part II Item 5 of this Form 10-K shall not be deemed to be soliciting material or to be filed with the SEC or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the 1934 Act. The stock price
performance included in the above graph is not necessarily indicative of future stock price performance.  57




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##### Table of Contents

Item 6.
Selected Financial Data The selected financial and other data below should be read in
conjunction with our Managements Discussion and Analysis of Financial Condition and Results of Operations and the consolidated financial statements and notes thereto. Financial information is presented for the fiscal years ended
December 31, 2017, 2016, 2015, 2014 and 2013. Financial information has been derived from our consolidated financial statements that were audited by KPMG LLP (KPMG), an independent registered public accounting firm.  ($ in thousands, except per share data)

Year endedDecember 31,2017


Year endedDecember 31,2016


Year endedDecember 31,2015


Year endedDecember 31,2014


Year endedDecember 31,2013Income statement data:Total investment income

$
32,167


$
27,196


$
25,446


$
22,104


$
19,765Net expenses

$
9,563


$
8,880


$
10,073


$
8,290


$
6,378Net investment income

$
22,604


$
18,316


$
15,373


$
13,814


$
13,387Net realized gain (loss)

$
233


$
81


$
18


$
(638
)

$
(4,978
)Net change in unrealized gain (loss).

$
549


$
5,855


$
(14,344
)

$
(1,486
)

$
4,209Net increase in net assets resulting from operations

$
23,386


$
24,252


$
1,047


$
11,690


$
12,618Per share data:Net investment income (1)

$
1.41


$
1.42


$
1.33


$
1.20


$
1.17Net realized and unrealized gain (loss)(1)

$
0.05


$
0.50


$
(1.24
)

$
(0.18
)

$
(0.07
)Dividends and distributions declared

$
1.41


$
1.41


$
1.41


$
1.41


$
1.41As ofDecember 31,2017


As ofDecember 31,2016


As ofDecember 31,2015


As ofDecember 31,2014


As ofDecember 31,2013Balance sheet data:Total investment portfolio

$
408,081


$
365,534


$
306,518


$
340,466


$
267,852Cash and cash equivalents

$
108,600


$
151,828


$
53,067


$
42,471


$
2,774Total assets

$
521,941


$
521,989


$
362,577


$
384,797


$
272,561Debt

$
124,200


$
98,300


$
116,200


$
143,200


$
61,400Net assets

$
270,131


$
269,145


$
188,304


$
203,519


$
208,017Per share data:Net asset value per share

$
16.84


$
16.80


$
16.33


$
17.65


$
18.04Other data (unaudited):Total return (2)


17.1
%


20.7
%


8.9
%


(10.5
%)


5.4
%Number of portfolio companies at period end


45



51



45



43



36  (1)
The per-share calculations are based on weighted average shares of 16,031,303, 12,869,937, 11,533,315, 11,532,985 and 11,423,958 for the years ended December 31, 2017, 2016,
2015, 2014 and 2013, respectively. (2)
Total return is based on the change in market price per share during the year and takes into account dividends, if any, reinvested in accordance with the dividend reinvestment plan. Total return does not include a sales
load.  Item 7.
Managements Discussion and Analysis of Financial Condition and Results of Operations The information contained in this section should be read in conjunction with the Selected Financial and Other Data and our Consolidated
Financial Statements and notes thereto appearing elsewhere in this report. Some of the statements in this report constitute
forward-looking statements, which relate to future events or our future performance or financial condition. The forward-looking statements contained herein involve risks and uncertainties, including statements as to:  

our future operating results;  

our business prospects and the prospects of our portfolio companies;  58




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##### Table of Contents



the impact of investments that we expect to make;  

our contractual arrangements and relationships with third parties;  

the dependence of our future success on the general economy and its impact on the industries in which we invest;  

the ability of our portfolio companies to achieve their objectives;  

our expected financings and investments;  

the adequacy of our cash resources and working capital; and  

the timing of cash flows, if any, from the operations of our portfolio companies. We
generally use words such as anticipates, believes, expects, intends and similar expressions to identify forward-looking statements. Our actual results could differ materially from those projected in
the forward-looking statements for any reason, including any factors set forth in Risk Factors and elsewhere in this report. We have based the forward-looking statements included in this report on information available to us on the date of this report, and we assume
no obligation to update any such forward-looking statements. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any
additional disclosures that we may make directly to you or through reports that we in the future may file with the SEC, including any annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. Overview Solar Senior Capital Ltd. (Solar Senior, the Company, we or our), a Maryland corporation formed
in December 2010, is a closed-end, externally managed, non-diversified management investment company that has elected to be regulated as a business development company
(BDC) under the Investment Company Act of 1940, as amended (the 1940 Act). Furthermore, as the Company is an investment company, it continues to apply the guidance in the Financial Accounting Standards Board
(FASB) Accounting Standards Codification (ASC) Topic 946. In addition, for tax purposes, the Company has elected to be treated, and intend to qualify annually, as a regulated investment company (RIC) under
Subchapter M of the Internal Revenue Code of 1986, as amended (the Code). On February 24, 2011, we priced our initial
public offering, selling 9.0 million shares, including the underwriters over-allotment, raising approximately $168 million in net proceeds. Concurrent with this offering, Solar Senior Capital Investors LLC, an entity controlled by
Michael S. Gross, our Chairman and Chief Executive Officer, and Bruce Spohler, our Chief Operating Officer, purchased an additional 500,000 shares through a concurrent private placement, raising another $10 million. On August 26, 2011, we established a $200 million senior secured revolving credit facility (the Credit Facility) with
Citigroup Global Markets Inc. acting as administrative agent. In connection with the Credit Facility, our wholly-owned subsidiary, SUNS SPV LLC (the SPV) was formed. The Credit Facility, as amended, currently has an aggregate of
$200 million of commitments available. It can also be expanded up to $600 million. The stated interest rate on the Credit Facility is LIBOR plus 2.00% with no LIBOR floor requirement and the current final maturity date is June 30,
2020. The Credit Facility is secured by all of the assets held by the SPV. Under the terms of the Credit Facility, Solar Senior Capital and the SPV, as applicable, have made certain customary representations and warranties, and are required to
comply with various covenants,  59




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##### Table of Contents

including leverage restrictions, reporting requirements and other customary requirements for similar credit facilities. The Credit Facility also includes usual and customary events of default for
credit facilities of this nature. The Credit Facility was amended on November 7, 2012, June 30, 2014 and May 29, 2015 to extend maturities and add greater investment flexibility, among other changes. We invest primarily in privately held U.S. middle-market companies, where we believe the supply of primary capital is limited and the
investment opportunities are most attractive. We define middle market to refer to companies with annual revenues between $50 million and $1 billion. Our investment objective is to seek to maximize current income consistent with
the preservation of capital. We seek to achieve our investment objective by directly and indirectly investing in senior loans, including first lien, stretch 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. 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 in senior loans. Senior loans typically pay interest at rates which are determined periodically on the basis of a floating base lending rate,
primarily LIBOR, plus a premium. Senior loans in which we invest are typically made to U.S. and, to a limited extent, non-U.S. corporations, partnerships and other business entities which operate in various
industries and geographical regions. Senior loans typically are rated below investment grade. Securities rated below investment grade 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 are not scheduled to fully amortize over their stated terms, which could cause us to suffer losses if the
respective issuer of such debt investment is unable to refinance or repay their remaining indebtedness at maturity. While the Company does not typically seek to invest in traditional equity securities as part of its investment objective, the Company
may occasionally acquire some equity securities in connection with senior loan investments and in certain other unique circumstances, such as the Companys equity investments in Gemino Healthcare Finance, LLC (Gemino), First Lien
Loan Program LLC (FLLP) and NorthMill LLC (NorthMill). We invest in senior loans made primarily to private,
leveraged middle-market companies with approximately $20 million to $100 million of earnings before income taxes, depreciation and amortization (EBITDA). Our business model is focused primarily on the direct origination of
investments through portfolio companies or their financial sponsors. Our direct investments in individual securities will generally range between $5 million and $30 million each, although we expect that this investment size will vary
proportionately with the size of our capital base and/or strategic initiatives. In addition, we may invest a portion of our portfolio in other types of investments, which we refer to as opportunistic investments, which are not our primary focus but
are intended to enhance our overall returns. These opportunistic investments may include, but are not limited to, direct investments in public companies that are not thinly traded and securities of leveraged companies located in select countries
outside of the United States. We may invest up to 30% of our total assets in such opportunistic investments, including loans issued by non-U.S. issuers, subject to compliance with our regulatory obligations as
a BDC under the 1940 Act. Our investment activities are managed by Solar Capital Partners, LLC (Solar Capital Partners or Investment Adviser) and supervised by our board of directors, a majority of whom are non-interested, as such term is defined in the 1940 Act. Solar Capital Management, LLC (Solar Capital Management or Administrator) provides the administrative services necessary for us to
operate. As of December 31, 2017, the Investment Adviser has directly invested approximately $7 billion in more than 320
different portfolio companies since 2006. Over the same period, the Investment Adviser completed transactions with more than 185 different financial sponsors. Recent Developments On January 5,
2018, our board of directors declared a monthly dividend of $0.1175 per share payable on January 31, 2018 to holders of record as of January 18, 2018.  60




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On February 7, 2018, our board of directors declared a monthly dividend of $0.1175 per
share payable on March 1, 2018 to holders of record as of February 22, 2018. On February 22, 2018, our board of directors
declared a monthly dividend of $0.1175 per share payable on April 3, 2018 to holders of record as of March 22, 2018. Investments Our level of investment activity can and does vary substantially from period to period depending on many factors, including the amount of debt
and equity capital available to middle market companies, the level of merger and acquisition activity for such companies, the general economic environment and the competitive environment for the types of investments we make. As a BDC, we must not
acquire any assets other than qualifying assets specified in the 1940 Act unless, at the time the acquisition is made, at least 70% of our total assets are qualifying assets (with certain limited exceptions). Qualifying assets include
investments in eligible portfolio companies. The definition of eligible portfolio company includes certain public companies that do not have any securities listed on a national securities exchange and companies whose
securities are listed on a national securities exchange but whose market capitalization is less than $250 million. Revenue We generate revenue primarily in the form of interest and dividend income from the securities we hold and capital gains, if any, on investment
securities that we may sell. Our debt investments generally have a stated term of three to seven years and typically bear interest at a floating rate usually determined on the basis of a benchmark London interbank offered rate (LIBOR),
commercial paper rate, or the prime rate. Interest on our debt investments is generally payable quarterly but may be monthly or semi-annually. In addition, our investments may provide
payment-in-kind (PIK) interest. Such amounts of accrued PIK interest are added to the cost of the investment on the respective capitalization dates and
generally become due at maturity of the investment or upon the investment being called by the issuer. We may also generate revenue in the form of commitment, origination, structuring fees, fees for providing managerial assistance and, if applicable,
consulting fees, etc. Expenses All
investment professionals of the Investment Adviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services, and the compensation and routine overhead expenses of such personnel allocable
to such services, are provided and paid for by Solar Capital Partners. We bear all other costs and expenses of our operations and transactions, including (without limitation):  

the cost of our organization and public offerings;  

the cost of calculating our net asset value, including the cost of any third-party valuation services;  

the cost of effecting sales and repurchases of our shares and other securities;  

interest payable on debt, if any, to finance our investments;  

fees payable to third parties relating to, or associated with, making investments, including fees and expenses associated with performing due diligence reviews of prospective investments and advisory fees;  

transfer agent and custodial fees;  

fees and expenses associated with marketing efforts;  

federal and state registration fees, any stock exchange listing fees;  

federal, state and local taxes;  61




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##### Table of Contents



independent directors fees and expenses;  

brokerage commissions;  

fidelity bond, directors and officers errors and omissions liability insurance and other insurance premiums;  

direct costs and expenses of administration, including printing, mailing, long distance telephone and staff;  

fees and expenses associated with independent audits and outside legal costs;  

costs associated with our reporting and compliance obligations under the 1940 Act and applicable federal and state securities laws; and  

all other expenses incurred by either Solar Capital Management or us in connection with administering our business, including payments under the Administration Agreement that will be based upon our allocable portion of
overhead and other expenses incurred by Solar Capital Management in performing its obligations under the Administration Agreement, including rent, the fees and expenses associated with performing compliance functions, and our allocable portion of
the costs of compensation and related expenses of our chief compliance officer and our chief financial officer and their respective staffs. We expect our general and administrative operating expenses related to our ongoing operations to increase moderately in dollar terms. During
periods of asset growth, we generally expect our general and administrative operating expenses to decline as a percentage of our total assets and increase during periods of asset declines. Incentive fees, interest expense and costs relating to
future offerings of securities, among others, may also increase or reduce overall operating expenses based on portfolio performance, interest rate benchmarks, and offerings of our securities relative to comparative periods, among other factors. Portfolio and Investment Activity During
our fiscal year ended December 31, 2017, we invested $195 million across 24 portfolio companies through a combination of primary and secondary market purchases. This compares to investing $163 million in 30 portfolio companies for the
previous fiscal year ended December 31, 2016. Investments sold or prepaid during the fiscal year ended December 31, 2017 totaled $156 million versus $112 million for the fiscal year ended December 31, 2016. At December 31, 2017, our portfolio consisted of 45 portfolio companies and was invested 70.1% in senior secured loans and 29.9% in
common equity (of which 8.6% is Gemino, 8.8% is FLLP and 12.5% is NorthMill) measured at fair value versus 51 portfolio companies and was invested 79.7% in senior secured loans and 20.3% in common equity (of which 9.7% is Gemino and 10.6% is FLLP)
at December 31, 2016. At December 31, 2017, 94.5% or $385.7 million of our income producing investment portfolio* was
floating rate and 5.5% or $22.3 million was fixed rate, measured at fair value. At December 31, 2016, 96.8% or $353.6 million of our income producing investment portfolio* was floating rate and 3.2% or $11.8 million was fixed
rate, measured at fair value. Since the initial public offering of Solar Senior on February 24, 2011 and through December 31,
2017, invested capital totaled approximately $1.3 billion in over 125 portfolio companies. Over the same period, Solar Senior completed transactions with more than 75 different financial sponsors.  *
We have included First Lien Loan Program LLC, Gemino Healthcare Finance, LLC and NorthMill LLC as 100%, 100% and 79% floating rate, respectively, within our income producing investment portfolio.  62




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##### Table of Contents

Gemino Healthcare Finance, LLC We acquired Gemino (d/b/a Gemino Senior Secured Healthcare Finance) on September 30, 2013. Gemino is a commercial finance company that
originates, underwrites, and manages primarily secured, asset-based loans for small and mid-sized companies operating in the healthcare industry. Our initial investment in Gemino was $32.8 million. The
management team of Gemino co-invested in the transaction and continues to lead Gemino. Concurrent
with the closing of the transaction, Gemino entered into a new, four-year, non-recourse, $100.0 million credit facility with non-affiliates, which was expandable to
$150.0 million under its accordion feature. Effective March 31, 2014, the credit facility was expanded to $105.0 million and again on June 27, 2014 to $110.0 million. On May 27, 2016, Gemino entered into a new
$125.0 million credit facility which replaced the previously existing facility. The new facility has similar terms as compared to the previous facility and includes an accordion feature increase to $200.0 million and has a maturity date of
May 27, 2020. On December 31, 2013, we contributed our 32,839 units in Gemino to Gemino Senior Secured Healthcare LLC
(Gemino Senior Secured Healthcare). In exchange for this contribution, we received 19,839 units of equity interests and $13.0 million in floating rate secured notes of Gemino Senior Secured Healthcare bearing interest at LIBOR plus
7.50%, maturing on December 31, 2018. However, our financial statements, including our schedule of investments, reflected our investments in Gemino Senior Secured Healthcare on a consolidated basis. On October 28, 2016, Gemino Senior
Secured Healthcare was dissolved. As of December 31, 2017, Geminos management team and Solar Senior own approximately 7% and 93% of the equity in Gemino, respectively. Gemino currently manages a highly diverse portfolio of directly-originated and underwritten senior-secured commitments. As of
December 31, 2017, the portfolio totaled approximately $176.3 million of commitments, of which $106.6 million were funded, on total assets of $110.6 million. As of December 31, 2016, the portfolio totaled
approximately $186.4 million of commitments, of which $114.4 million were funded, on total assets of $118.5 million. At December 31, 2017, the portfolio consisted of 29 issuers with an average balance of approximately
$3.7 million versus 35 issuers with an average balance of approximately $3.3 million at December 31, 2016. All of the commitments in Geminos portfolio are floating-rate, senior-secured,
cash-pay loans. Geminos credit facility, which is non-recourse to us, had approximately $75.0 million and $83.0 million of borrowings outstanding at
December 31, 2017 and December 31, 2016, respectively. For the years ended December 31, 2017, 2016 and 2015, Gemino had net income of $3.6 million, $4.6 million and $3.9 million, respectively, on gross income of
$11.4 million, $13.3 million and $12.4 million, respectively. Due to timing and non-cash items, there may be material differences between GAAP net income and cash available for distributions. As
such, and subject to fluctuations in Geminos funded commitments, the timing of originations, and the repayments of financings, the Company cannot guarantee that Gemino will be able to maintain consistent dividend payments to us. Geminos
consolidated financial statements for the fiscal years ended December 31, 2017 and December 31, 2016 are attached as an exhibit to this annual report on Form 10-K. First Lien Loan Program LLC On
September 10, 2014, the Company entered into a limited liability company agreement to create FLLP with Voya Investment Management LLC (Voya). Voya acts as the investment advisor for several wholly-owned insurance subsidiaries of
Voya Financial, Inc. (NYSE: VOYA). The joint venture vehicle, structured as an unconsolidated Delaware limited liability company, is expected to invest primarily in senior secured floating rate term loans to middle market companies predominantly
owned by private equity sponsors or entrepreneurs. Solar Senior and Voya have committed to provide $50.75 million and $7.25 million, respectively, of capital to the joint venture. All portfolio decisions and generally all other decisions
in respect of the FLLP must be approved by an investment committee of the FLLP consisting of representatives of the Company and Voya (with approval from a representative of each required). On February 13, 2015, FLLP commenced operations. On
February 13, 2015, FLLP as transferor and FLLP 2015-1, LLC, a newly formed wholly owned subsidiary of FLLP, as borrower entered into a $75.0 million senior secured revolving credit facility (the
FLLP Facility) with Wells Fargo  63




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##### Table of Contents

Securities, LLC acting as administrative agent. Solar Senior acts as servicer under the FLLP Facility. The FLLP Facility was scheduled to mature on February 13, 2020. The FLLP
Facility generally bears interest at a rate of LIBOR plus a range of 2.25%-2.50%. FLLP and FLLP 2015-1, LLC, as applicable, have made certain customary
representations and warranties, and are required to comply with various covenants, including leverage restrictions, reporting requirements and other customary requirements for similar credit facilities. The FLLP Facility also includes usual and
customary events of default for credit facilities of this nature. On August 15, 2016, the FLLP Facility was amended, expanding commitments to $100.0 million and extending the maturity date to August 16, 2021. There were
$78.6 million and $75.9 million of borrowings outstanding as of December 31, 2017 and December 31, 2016, respectively. As of December 31, 2017 and December 31, 2016, Solar Senior and Voya contributed combined equity
capital in the amount of $42.8 million and $47.1 million, respectively. Of the $42.8 million of contributed equity capital at December 31, 2017, the Company contributed $29.6 million in the form of investments and
$7.8 million in the form of cash and Voya contributed $5.4 million in the form of cash. As of December 31, 2017, Solar Senior and Voyas remaining commitments totaled $13.3 million and $1.9 million, respectively. The
Company, along with Voya, controls the funding of FLLP and FLLP may not call the unfunded commitments without approval of both the Company and Voya. As of December 31, 2017 and December 31, 2016, FLLP had total assets of $121.8 million and $122.2 million, respectively.
For the same periods, FLLPs portfolio consisted of first lien floating rate senior secured loans to 23 and 25 different borrowers, respectively. For the years ended December 31, 2017 and 2016, FLLP invested $25.7 million across 12
portfolio companies and $66.7 million across 16 portfolio companies, respectively. Investments sold or prepaid totaled $29.6 million and $24.2 million, respectively, for the years ended December 31, 2017 and 2016. At
December 31, 2017 and December 31, 2016, the weighted average yield of FLLPs portfolio was 7.3% and 6.6%, respectively, measured at fair value and 7.2% and 6.5%, respectively, measured at cost. FLLPs consolidated financial
statements for the fiscal years ended December 31, 2017 and December 31, 2016 are attached as an exhibit to this annual report on Form 10-K.  64




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##### Table of Contents

FLLP Portfolio as of December 31, 2017 (in thousands)  Description

Industry

SpreadAboveIndex(1)


LIBORFloor


InterestRate(2)


MaturityDate


ParAmount


Cost


FairValue(3)1A Smart Start LLC(4)

Electronic Equipment, Instruments & Components


L+475



1.00
%


6.44
%


2/21/22


$
7,840


$
7,787


$
7,820Alera Group Intermediate Holdings, Inc.(4)

Insurance


L+550



1.00
%


6.85
%


12/30/22



4,279



4,241



4,257Anesthesia Consulting & Management, LP(4)

Health Care Providers & Services


L+625



1.00
%


7.94
%


10/31/22



4,530



4,493



4,258Capstone Logistics Acquisition, Inc.(4)

Professional Services


L+450



1.00
%


6.07
%


10/7/21



5,284



5,252



5,231Confie Seguros Holding II Co.(4)

Insurance


L+525



1.00
%


6.73
%


4/19/22



5,445



5,401



5,450Edgewood Partners Holdings, LLC (Epic)

Insurance


L+475



1.00
%


6.14
%


9/8/24



4,467



4,447



4,444Empower Payments Acquisition, Inc. (RevSpring)(4)

Professional Services


L+550



1.00
%


7.19
%


11/30/23



4,579



4,499



4,579Falmouth Group Holdings Corp. (AMPAC)(4)

Chemicals


L+675



1.00
%


8.44
%


12/14/21



5,018



5,018



5,018Island Medical Management Holdings, LLC(4)

Health Care Providers & Services


L+550



1.00
%


7.00
%


9/1/22



4,570



4,528



4,432Kellermeyer Bergensons Services, LLC (KBS)(4)

Commercial Services & Supplies


L+500



1.00
%


6.48
%


10/29/21



4,415



4,381



4,415Metamorph US 3, LLC (Metalogix)(4)

Software


L+750
(5)


1.00
%


9.07
%


12/1/20



3,976



3,922



2,903Ministry Brands, LLC(4)

Software


L+500



1.00
%


6.38
%


12/2/22



4,818



4,777



4,818National Spine and Pain Centers, LLC

Health Care Providers & Services


L+450



1.00
%


6.19
%


6/2/24



2,985



2,971



2,963Pet Holdings ULC & Pet Supermarket, Inc.

Specialty Retail


L+550



1.00
%


6.84
%


7/5/22



5,111



5,050



5,086PSP Group, LLC (Pet Supplies Plus)(4)

Specialty Retail


L+475



1.00
%


6.32
%


4/6/21



5,298



5,269



5,298QBS Holding Company, Inc. (Quorum)(4)

Software


L+475



1.00
%


6.13
%


8/7/21



3,263



3,243



3,238Salient Partners, L.P.(4)

Asset Management


L+850



1.00
%


9.85
%


6/9/21



4,806



4,745



4,806Sarnova HC, LLC

Trading Companies and Distributors


L+475



1.00
%


6.32
%


1/28/22



4,913



4,877



4,913Suburban Broadband, LLC (Jab Wireless, Inc.) (4)

Wireless Telecommunication Services


L+650
(6)


1.00
%


8.19
%


3/26/19



8,067



8,007



8,067Telular Corporation

Wireless Telecommunication Services


L+425



1.25
%


5.94
%


6/24/19



5,743



5,729



5,728The Hilb Group, LLC & Gencorp Insurance Group, Inc.(4)

Insurance


L+475



1.00
%


6.44
%


6/24/21



4,519



4,459



4,519VT Buyer Acquisition Corp. (Veritext)(4)

Professional Services


L+475



1.00
%


6.44
%


1/29/22



5,926



5,901



5,897Wirb-Copernicus Group, Inc.(4)

Professional Services


L+500



1.00
%


6.69
%


8/15/22



5,928



5,882



5,928$
114,879


$
114,068  (1)
Floating rate instruments accrue interest at a predetermined spread relative to an index, typically the LIBOR or PRIME rate. These instruments are typically subject to a LIBOR or PRIME rate floor. (2)
Floating rate debt investments typically bear interest at a rate determined by reference to either the London Interbank Offered Rate (LIBOR or L) index rate or the prime index rate (PRIME or
P), and which typically reset monthly, quarterly or semi-annually. For each debt investment we have provided the current interest rate in effect as of December 31, 2017.   65




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(3)
Represents the fair value in accordance with ASC Topic 820. The determination of such fair value is not included in the Boards valuation process described elsewhere herein. (4)
The Company also holds this security on its Consolidated Statements of Assets and Liabilities. (5)
Spread is 5.50% Cash / 2.0% PIK. (6)
Spread is 4.50% Cash / 2.0% PIK. FLLP Portfolio as of December 31, 2016 (in
thousands)  Description

Industry

SpreadAboveIndex(1)


LIBORFloor


InterestRate(2)


MaturityDate


ParAmount


Cost


FairValue(3)1A Smart Start LLC

Electronic Equipment, Instruments & Components


L+475



1.00
%


5.75
%


2/21/22


$
7,920


$
7,855


$
7,920Alera Group Intermediate Holdings, Inc.(4)

Insurance


L+550



1.00
%


6.50
%


12/30/22



3,456



3,422



3,422Anesthesia Consulting & Management, LP(4)

Health Care Providers & Services


L+500



1.00
%


6.00
%


10/31/22



5,000



4,951



4,950Capstone Logistics Acquisition, Inc.(4)

Professional Services


L+450



1.00
%


5.50
%


10/7/21



5,361



5,320



5,308CIBT Holdings, Inc.(4)

Professional Services


L+525



1.00
%


6.25
%


6/28/22



2,620



2,596



2,594Confie Seguros Holding II Co.(4)

Insurance


L+475



1.00
%


5.75
%


4/19/22



5,500



5,447



5,537DB Datacenter Holdings, Inc.(4)

IT Services


L+475



1.00
%


5.75
%


7/13/21



5,500



5,450



5,417Empower Payments Acquisition, Inc. (RevSpring) (4)

Professional Services


L+550



1.00
%


6.50
%


11/30/23



4,625



4,533



4,532Falmouth Group Holdings Corp. (AMPAC)(4)

Chemicals


L+675



1.00
%


7.75
%


12/14/21



5,486



5,486



5,486Kellermeyer Bergensons Services, LLC (KBS)(4)

Commercial Services & Supplies


L+500



1.00
%


6.00
%


10/29/21



2,438



2,419



2,389MedRisk, LLC

Health Care Providers & Services


L+525



1.00
%


6.25
%


3/1/23



3,970



3,934



3,970Metamorph US 3, LLC (Metalogix)(4)

Software


L+650



1.00
%


7.50
%


12/1/20



4,000



3,928



2,860Ministry Brands, LLC(4)

Software


L+500



1.00
%


6.00
%


12/2/22



2,746



2,719



2,719Pearl Merger Sub, LLC (PetVet)(4)

Health Care Facilities


L+475



1.00
%


5.75
%


12/17/20



5,390



5,313



5,329Pet Holdings ULC & Pet Supermarket, Inc.

Specialty Retail


L+550



1.00
%


6.50
%


7/5/22



4,538



4,474



4,481PSP Group, LLC (Pet Supplies Plus)(4)

Specialty Retail


L+475



1.00
%


5.75
%


4/6/21



5,353



5,315



5,327QBS Holding Company, Inc. (Quorum)(4)

Software


L+475



1.00
%


5.75
%


8/7/21



3,430



3,404



3,293Salient Partners, L.P.(4)

Asset Management


L+850



1.00
%


9.50
%


6/9/21



5,154



5,073



5,025Sarnova HC, LLC

Trading Companies and Distributors


L+475



1.00
%


5.75
%


1/28/22



4,963



4,919



4,962Suburban Broadband, LLC (Jab Wireless, Inc.)(4)

Wireless Telecommunication Services


L+450



1.00
%


5.50
%


3/26/19



8,168



8,060



8,086Telular Corporation

Wireless Telecommunication Services


L+425



1.25
%


5.50
%


6/24/19



5,063



5,047



5,051The Hilb Group, LLC & Gencorp Insurance Group, Inc.(4)

Insurance


L+500



1.00
%


6.00
%


6/24/21



3,814



3,747



3,776Tronair Parent Inc.

Aerospace & Defense


L+475



1.00
%


5.75
%


9/8/23



4,988



4,939



4,963VT Buyer Acquisition Corp. (Veritext)(4)

Professional Services


L+500



1.00
%


6.00
%


1/29/22



4,481



4,443



4,459Wirb-Copernicus Group, Inc.

Business Services


L+500



1.00
%


6.00
%


8/12/22



5,486



5,434



5,431$
118,228


$
117,287  (1)
Floating rate instruments accrue interest at a predetermined spread relative to an index, typically the LIBOR or PRIME rate. These instruments are typically subject to a LIBOR or PRIME rate floor. (2)
Floating rate debt investments typically bear interest at a rate determined by reference to either the London Interbank Offered Rate (LIBOR or L) index rate or the prime index rate (PRIME or
P), and which typically reset monthly, quarterly or semi-annually. For each debt investment we have provided the current interest rate in effect as of December 31, 2016.  66




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(3)
Represents the fair value in accordance with ASC Topic 820. The determination of such fair value is not included in the Boards valuation process described elsewhere herein. (4)
The Company also holds this security on its Consolidated Statements of Assets and Liabilities. Below is certain summarized financial information for FLLP as of December 31, 2017 and December 31, 2016 and for the years ended
December 31, 2017 and December 31, 2016 as well as for the period from February 13, 2015 (commencement of operations) through December 31, 2015:  December 31,2017


December 31,2016Selected Balance Sheet Information for FLLP (in thousands):Investments at fair value (cost $114,879 and $118,228, respectively)

$
114,068


$
117,287Cash and other assets


7,723



4,938Total assets

$
121,791


$
122,225Debt outstanding

$
78,644


$
75,941Distributions payable


1,180



981Interest payable and other credit facility related expenses


843



708Accrued expenses and other payables


170



241Total liabilities

$
80,837


$
77,871Members equity

$
40,954


$
44,354Total liabilities and members equity

$
121,791


$
122,225  Year endedDecember 31, 2017


Year endedDecember 31, 2016


For the PeriodFebruary 13, 2015(commencement ofoperations) throughDecember 31, 2015Selected Income Statement Information for FLLP (in thousands):Interest income

$
8,431


$
6,344


$
3,115Service fees*

$
79


$
66


$
32Interest and other credit facility expenses


3,043



3,076
**


2,227
**Other general and administrative expenses


111



178



142Total expenses


3,233



3,320



2,401Net investment income

$
5,198


$
3,024


$
714Realized gain on investments


81



59



Net change in unrealized gain (loss) on investments


131



65



(1,007
)Net realized and unrealized gain (loss) on investments


212



124



(1,007
)Net income (loss)

$
5,410


$
3,148


$
(293
)  *
Service fees are included within the Companys Consolidated Statements of Operations as other income. **
FLLP made an irrevocable election to apply the fair value option of accounting to the FLLP Facility, in accordance with ASC 825-10. As such, all expenses related to the
establishment of and amendments to the FLLP Facility were expensed during the periods shown. For the year ended December 31, 2016 and the period February 13, 2015 through December 31, 2015, these amounts totaled $836 and $1,316,
respectively.  67




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##### Table of Contents

NorthMill LLC We acquired 100% of the equity interests of North Mill Capital LLC (NMC) on October 20, 2017. NMC is a leading asset-backed
lending commercial finance company that provides senior secured asset-backed financings to U.S. based small-to-medium-sized
businesses primarily in the manufacturing, services and distribution industries. We invested approximately $51 million to effect the transaction. Subsequently, the Company contributed 1% of its equity interest in NMC to ESP SSC
Corporation.    Immediately thereafter, the Company and ESP SSC Corporation contributed their equity interests to NorthMill. The Company and ESP SSC Corporation own 99% and 1% of the equity interests of NorthMill, respectively.
The management team of NMC continues to lead NMC. NorthMill currently manages a highly diverse portfolio of directly-originated and
underwritten senior-secured commitments. As of December 31, 2017, the portfolio totaled approximately $283.5 million of commitments, of which $151.6 million were funded, on total assets of $176.4 million. At
December 31, 2017, the portfolio consisted of 92 issuers with an average balance of approximately $1.6 million. NMC has a senior credit facility with a bank lending group for $135.0 million which expires on October 20, 2020.
Borrowings are secured by substantially all of NMCs assets. NMCs credit facility, which is non-recourse to us, had approximately $116.6 million of borrowings outstanding at December 31,
2017. For the period October 20, 2017 through December 31, 2017, NorthMill had net income of $0.4 million on gross income of $3.1 million. Due to timing and non-cash items, there may be
material differences between GAAP net income and cash available for distributions. As such, and subject to fluctuations in NorthMills funded commitments, the timing of originations, and the repayments of financings, the Company cannot
guarantee that NorthMill will be able to maintain consistent dividend payments to us. NorthMills consolidated financial statements for the year ended December 31, 2017 are attached as an exhibit to this annual report on Form 10-K. Solar Life Science Program LLC On February 22, 2017, the Company and Solar Capital Ltd. formed LSJV with an affiliate of Deerfield Management.    The
Company committed $75.0 million to LSJV. As of December 31, 2017, LSJV has not commenced operations. Critical Accounting Policies The preparation of consolidated financial statements and related disclosures in conformity with GAAP requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and revenues and expenses during the periods reported. Actual results could
materially differ from those estimates. We have identified the following items as critical accounting policies. Within the context of these critical accounting policies and disclosed subsequent events herein, we are not currently aware of any other
reasonably likely events or circumstances that would result in materially different amounts being reported. Valuation of Portfolio
Investments We conduct the valuation of our assets, pursuant to which our net asset value is determined, at all times consistent
with GAAP, and the 1940 Act. Our valuation procedures are set forth in more detail below: The Company conducts the valuation of its
assets in accordance with GAAP and the 1940 Act. The Company generally values its assets on a quarterly basis, or more frequently if required. Investments for which market quotations are readily available on an exchange are valued at the closing
price on the date of valuation. The Company may also obtain quotes with respect to certain of its investments from pricing services or brokers or dealers in order to value assets. When doing so, management determines whether the quote obtained is
sufficient according to GAAP to determine the fair value of the investment. If determined adequate, the Company uses the quote obtained. Debt investments with maturities of 60 days or less shall each be valued at  68




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##### Table of Contents

cost plus accreted discount, or minus amortized premium, which is expected to approximate fair value, unless such valuation, in the judgment of the Investment Adviser, does not represent fair
value, in which case such investments shall be valued at fair value as determined in good faith by or under the direction of the Companys board of directors (the Board). Investments for which reliable market quotations are not readily available or for which the pricing sources do not provide a valuation or
methodology or provide a valuation or methodology that, in the judgment of the Investment Adviser or the Board does not represent fair value, each shall be valued as follows: (i) each portfolio company or investment is initially valued by the
investment professionals responsible for the portfolio investment; (ii) preliminary valuations are discussed with senior management of the Investment Adviser; (iii) independent valuation firms engaged by, or on behalf of, the Board will
conduct independent appraisals and review the Investment Advisers preliminary valuations and make their own independent assessment for (a) each portfolio investment that, when taken together with all other investments in the same
portfolio company, exceeds 10% of estimated total assets, plus available borrowings, as of the end of the most recently completed fiscal quarter, and (b) each portfolio investment that is presently in payment default; (iv) the Board will
discuss the valuations and determine the fair value of each investment in our portfolio in good faith based on the input of the Investment Adviser and, where appropriate, the respective independent valuation firm. The recommendation of fair value generally considers the following factors among others, as relevant: applicable market yields; the nature and
realizable value of any collateral; the portfolio companys ability to make payments; the portfolio companys earnings and discounted cash flow; the markets in which the issuer does business; and comparisons to publicly traded securities,
among others. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, the Company will
consider the pricing indicated by the external event to corroborate the valuation. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the investments may
differ significantly from the values that would have been used had a readily available market value existed for such investments, and the differences could be material. Investments are valued utilizing a market approach, an income approach, or both approaches, as appropriate. However, in accordance with ASC 820-10, certain investments that qualify as investment companies in accordance with ASC 946, may be valued using net asset value as a practical expedient for fair value. The market approach uses prices and other
relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). The income approach uses valuation approaches to convert future amounts (for example, cash flows or earnings) to a
single present amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. In following these approaches, the types of factors that we may take into account in fair value pricing
our investments include, as relevant: available current market data, including relevant and applicable market trading and transaction comparables, applicable market yields and multiples, security covenants, call protection provisions, the nature and
realizable value of any collateral, the portfolio companys ability to make payments, its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are
public, M&A comparables, and enterprise values, among other factors. When available, broker quotations and/or quotations provided by pricing services are considered as an input in the valuation process. For the fiscal year ended
December 31, 2017, there has been no change to the Companys valuation approaches or techniques and the nature of the related inputs considered in the valuation process. Accounting Standards Codification (ASC) Topic 820 classifies the inputs used to measure these fair values into the following
hierarchy: Level1: Quoted prices in active markets for identical assets or liabilities, accessible by the
Company at the measurement date.  69




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Level2: Quoted prices for similar assets or liabilities in active
markets, or quoted prices for identical or similar assets or liabilities in markets that are not active, or other observable inputs other than quoted prices. Level3: Unobservable inputs for the asset or liability. In all cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the
lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each investment. The
exercise of judgment is based in part on our knowledge of the asset class and our prior experience. Determination of fair value involves
subjective judgments and estimates. Accordingly, the notes to our consolidated financial statements express the uncertainty with respect to the possible effect of such valuations, and any change in such valuations, on our consolidated financial
statements. Valuation of Credit Facility The Company has made an irrevocable election to apply the fair value option of accounting to the Credit Facility, in accordance with ASC 825-10. We believe accounting for the Credit Facility at fair value better aligns the measurement methodologies of assets and liabilities, which may mitigate certain earnings volatility. Revenue Recognition The Company records dividend income and interest, adjusted for amortization of premium and accretion of discount, on an accrual basis.
Investments that are expected to pay regularly scheduled interest and/or dividends in cash are generally placed on non-accrual status when principal or interest/dividend cash payments are past due 30 days or
more and/or when it is no longer probable that principal or interest/dividend cash payments will be collected. Such non-accrual investments are restored to accrual status if past due principal and interest or
dividends are paid in cash, and in managements judgment, are likely to continue timely payment of their remaining interest or dividend obligations. Interest or dividend cash payments received on investments may be recognized as income or
applied to principal depending upon managements judgment. Some of our investments may have contractual PIK interest or dividends. PIK interest and dividends computed at the contractual rate are accrued into income and reflected as receivable
up to the capitalization date. PIK investments offer issuers the option at each payment date of making payments in cash or in additional securities. When additional securities are received, they typically have the same terms, including maturity
dates and interest rates as the original securities issued. On these payment dates, the Company capitalizes the accrued interest or dividends receivable (reflecting such amounts as the basis in the additional securities received). PIK generally
becomes due at the maturity of the investment or upon the investment being called by the issuer. At the point the Company believes PIK is not expected to be realized, the PIK investment will be placed on
non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest or dividends is reversed from the related receivable
through interest or dividend income, respectively. The Company does not reverse previously capitalized PIK interest or dividends. Upon capitalization, PIK is subject to the fair value estimates associated with their related investments. PIK
investments on non-accrual status are restored to accrual status if the Company again believes that PIK is expected to be realized. Loan origination fees, original issue discount, and market discounts are
capitalized and amortized into income using the interest method or straight-line, as applicable. Upon the prepayment of a loan, any unamortized loan origination fees are recorded as interest income. We record prepayment premiums on loans and other
investments as interest income when we receive such amounts. Capital structuring fees are recorded as other income when earned. The
typically higher yields and interest rates on PIK securities, to the extent we invested, reflects the payment deferral and increased credit risk associated with such instruments and that such investments may represent a significantly higher credit
risk than coupon loans. PIK securities may have unreliable valuations  70




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##### Table of Contents

because their continuing accruals require continuing judgments about the collectability of the deferred payments and the value of any associated collateral. PIK interest has the effect of
generating investment income and increasing the incentive fees payable at a compounding rate. In addition, the deferral of PIK interest also increases the loan-to-value
ratio at a compounding rate. PIK securities create the risk that incentive fees will be paid to the Investment Adviser based on non-cash accruals that ultimately may not be realized, but the Investment Adviser
will be under no obligation to reimburse the Company for these fees. For the fiscal years ended December 31, 2017, 2016 and 2015, capitalized PIK income totaled $0.5 million, $0.0 million and $0.1 million, respectively. Net Realized Gain or Loss and Net Change in Unrealized Gain or Loss We generally measure realized gain or loss by the difference between the net proceeds from the repayment or sale and the amortized cost basis
of the investment, without regard to unrealized appreciation or depreciation previously recognized, but considering unamortized origination or commitment fees and prepayment penalties. The net change in unrealized gain or loss reflects the change in
portfolio investment values during the reporting period, including the reversal of previously recorded unrealized gain or loss, when gains or losses are realized. Gains or losses on investments are calculated by using the specific identification
method. Income Taxes Solar Senior
Capital, a U.S. corporation, has elected to be treated, and intends to qualify annually, as a RIC under Subchapter M of the Code. In order to qualify for taxation as a RIC, the Company is required, among other things, to timely distribute to its
stockholders at least 90% of investment company taxable income, as defined by the Code, for each year. Depending on the level of taxable income earned in a given tax year, we may choose to carry forward taxable income in excess of current year
distributions into the next tax year and pay a 4% excise tax on such income, as required. To the extent that the Company determines that its estimated current year annual taxable income will be in excess of estimated current year distributions, the
Company accrues an estimated excise tax, if any, on estimated excess taxable income. Recent Accounting Pronouncements In October 2016, the U.S. Securities and Exchange Commission adopted new rules and amended rules (together, final rules) interned
to modernize the reporting and disclosure of information by registered investment companies. In part, the final rules amend Regulation S-X and require standardized, enhanced disclosure about derivatives in
investment company financial statements, as well as other amendments. The compliance date for the amendments to Regulation S-X was August 1, 2017. The Company has evaluated the impact that the adoption of
the amendments to Regulation S-X on its consolidated financial statements and disclosures and determined that the adoption of the amendments to Regulation S-X has not
had a material impact on its consolidated financial statements. In November 2016, FASB issued ASU
2016-18, Statement of Cash Flows, which will amend FASB ASC 230. The amendments in this Update require that a statement of cash flows explain the change during the period in the total of cash, cash
equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when
reconciling the beginning-of-period and end-of-period total amounts shown on the
statement of cash flows. The amendments in this Update apply to all entities that have restricted cash or restricted cash equivalents and are required to present a statement of cash flows under Topic 230. For public business entities, the amendments
are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company is evaluating the impact of ASU 2016-18 on its consolidated financial statements and disclosures.  71




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##### Table of Contents

In December 2016, the FASB issued ASU 2016-19,
Technical Corrections and Improvements. As part of this guidance, ASU 2016-19 amends FASB ASC 820 to clarify the difference between a valuation approach and a valuation technique. The amendment also requires
an entity to disclose when there has been a change in either or both a valuation approach and/or a valuation technique. ASU 2016-19 is effective on a prospective basis for financial statements issued for
fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016 on a prospective basis. The Company has evaluated the impact of ASU 2016-19 on its consolidated financial
statements and disclosures and determined that the adoption of ASU 2016-19 has not had a material impact on its consolidated financial statements. In March 2017, the FASB issued ASU 2017-08, Premium Amortization on Purchased Callable Debt
Securities, which will amend FASB ASC 310-20. The amendments in this Update shorten the amortization period for certain callable debt securities held at a premium, generally requiring the premium to be
amortized to the earliest call date.    For public business entities, the amendments are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is
permitted, including adoption in an interim period. The Company is evaluating the impact of ASU 2017-08 on its consolidated financial statements and disclosures. In May 2014, the FASB issued ASC 606, Revenue From Contracts With Customers, originally effective for public business entities with annual
reporting periods beginning after December 15, 2016. On August 12, 2015, the FASB issued an ASU, Revenue From Contracts With Customers (Topic 606): Deferral of the Effective Date, which deferred the effective date of ASC 606 for one year.
ASC 606 provides accounting guidance related to revenue from contracts with customers.    For public business entities, ASC 606 is effective for fiscal years, and interim periods within those fiscal years, beginning after
December 15, 2017. Early adoption is permitted, including adoption in an interim period. The Company is evaluating the impact of ASC 606 but does not currently believe that the application of ASC 606 will have a material impact on its
consolidated financial statements and disclosures. RESULTS OF OPERATIONS Results comparisons are for the fiscal years ended December 31, 2017, December 31, 2016 and December 31, 2015. Investment Income For the fiscal years
ended December 31, 2017, 2016 and 2015, gross investment income totaled $32.2 million, $27.2 million and $25.4 million, respectively. The increase in gross investment income from fiscal year 2016 to fiscal year 2017 is primarily
due to the growth of the income producing portfolio, as well as the increase in LIBOR year over year. The increase in gross investment income from fiscal year 2015 to fiscal year 2016 is primarily due to growth of the income producing investment
portfolio, including the continued growth of the FLLP portfolio. Expenses Net expenses totaled $9.6 million, $8.9 million and $10.1 million, respectively, for the fiscal years ended December 31,
2017, 2016 and 2015, of which $4.9 million, $4.9 million and $4.2 million, respectively, were gross base management fees and gross performance-based incentive fees and $3.8 million, $3.3 million and $4.2 million,
respectively, were interest and other credit facility expenses. Over the same periods, $2.0 million, $0.8 million and $0.0 million of base management fees were waived and $0.7 million, $1.2 million and $0.7 million of
performance-based incentive fees were waived. Administrative services and other general and administrative expenses totaled $3.4 million, $2.7 million and $2.4 million, respectively, for the fiscal years ended December 31, 2017,
2016 and 2015. Expenses generally consist of management fees, performance-based incentive fees, administrative services expenses, insurance, legal expenses, directors expenses, audit and tax  72




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expenses, transfer agent fees and expenses, and other general and administrative expenses. Interest and other credit facility expenses generally consist of interest, unused fees, agency fees and
loan origination fees, if any, among others. The increase in net expenses for the year ended December 31, 2017 was primarily due to higher interest expense stemming from the increase in LIBOR year over year. The decrease in net expenses for the
year ended December 31, 2016 was primarily due to the waiver of base management fees and incentive fees as well as reduced interest costs from both lower average borrowing year over year and the higher Credit Facility amendment costs in 2015. Net Investment Income The
Companys net investment income totaled $22.6 million or $1.41 per average share, $18.3 million or $1.42 per average share and $15.4 million or $1.33 per average share, for the fiscal years ended December 31, 2017, 2016 and
2015, respectively. Net Realized Gain The Company had investment sales and prepayments totaling approximately $156 million, $112 million and $135 million,
respectively, for the fiscal years ended December 31, 2017, 2016 and 2015. Net realized gain for the fiscal years ended December 31, 2017, 2016 and 2015 totaled $0.2 million, $0.1 million and $0.02 million, respectively. Net
realized gain for the fiscal year ended December 31, 2017 was primarily related to select sales of a few portfolio investments. Modest net realized gains for the fiscal years ended December 31, 2016 and 2015 were also primarily related to
select sales of a few portfolio investments. Net Change in Unrealized Gain (Loss) For the fiscal years ended December 31, 2017, 2016 and 2015, the net change in unrealized gain (loss) on the Companys assets and
liabilities totaled $0.5 million, $5.9 million and ($14.3) million, respectively. Net unrealized gain for the fiscal year ended December 31, 2017 was primarily due to appreciation in the value of our investments in Advantage Sales and
Marketing, Inc., FLLP and Trident USA Health Services, among others. Partially offsetting the unrealized gains was depreciation in our investments in PPT Management Holdings, LLC, Meter Readings Holding, LLC and Polycom, Inc., among others. Net
unrealized gain for the fiscal year ended December 31, 2016 was primarily due to appreciation in the value of our investments in Securus Technologies, Inc., Gemino and Global Tel*Link Corporation, among others. Partially offsetting the
unrealized gains was depreciation in our investments in TwentyEighty, Inc., Metamorph US 3, LLC and Engineering Solutions & Products, LLC, among others. Net unrealized loss for the fiscal year ended December 31, 2015 was primarily due
to technical market conditions and market uncertainty related to our investments in Securus Technologies, Inc. and Global Tel*Link Corporation. Net
Increase in Net Assets From Operations For the fiscal years ended December 31, 2017, 2016 and 2015, the Company had a net
increase in net assets resulting from operations of $23.4 million, $24.3 million and $1.0 million, respectively. For the fiscal years ended December 31, 2017, 2016 and 2015, earnings per average share were $1.46, $1.88 and $0.09,
respectively. LIQUIDITY AND CAPITAL RESOURCES The Companys liquidity and capital resources are generally available through its Credit Facility, through periodic follow-on equity offerings, as well as from cash flows from operations, investment sales and pre-payments of investments. At December 31, 2017, the Company had
$124.2 million in borrowings outstanding on its Credit Facility and $75.8 million of unused capacity, subject to borrowing base limits. In September 2016, the Company closed a follow-on public equity offering of 4.5 million shares of
common stock at $16.76 per share raising approximately $75.0 million in net proceeds. In the future, the Company may  73




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raise additional equity or debt capital, among other considerations. The primary uses of funds will be investments in portfolio companies, reductions in debt outstanding and other general
corporate purposes. The issuance of debt or equity securities will depend on future market conditions, funding needs and other factors and there can be no assurance that any such issuance will occur or be successful. We currently expect that our liquidity needs will be met with cash flows from operations, borrowings under our Credit Facility, including its
accordion feature, as well as from other available financing activities. Cash Equivalents We deem certain U.S. Treasury bills, repurchase agreements and other high-quality, short-term debt securities as cash equivalents. The Company
makes purchases that are consistent with its purpose of making investments in securities described in paragraphs 1 through 3 of Section 55(a) of the 1940 Act. From time to time, including at or near the end of each fiscal quarter, we consider
using various temporary investment strategies for our business. One strategy includes taking proactive steps by utilizing cash equivalents as temporary assets with the objective of enhancing our investment flexibility pursuant to Section 55 of
the 1940 Act. More specifically, from time-to-time we may purchase U.S. Treasury bills or other high-quality, short-term debt securities at or near the end of the
quarter and typically close out the position on a net cash basis subsequent to quarter end. We may also utilize repurchase agreements or other balance sheet transactions, including drawing down on our credit facilities, as deemed appropriate. The
amount of these transactions or such drawn cash for this purpose is excluded from total assets for purposes of computing the asset base upon which the management fee is determined. We held approximately $105 million in cash equivalents as of
December 31, 2017. Debt Senior Secured Revolving Credit FacilityOn August 26, 2011, the Company established the SPV which entered into the Credit
Facility with Citigroup Global Markets Inc. acting as administrative agent. On January 10, 2017, commitments to the Credit Facility, as amended, were increased from $175 million to $200 million by utilizing the accordion feature. The
commitments can also be expanded up to $600 million. The stated interest rate on the Credit Facility is LIBOR plus 2.00% with no LIBOR floor requirement and the current maturity date is June 30, 2020. The Credit Facility is secured by all
of the assets held by the SPV. Under the terms of the Credit Facility, Solar Senior Capital and the SPV, as applicable, have made certain customary representations and warranties, and are required to comply with various covenants, including leverage
restrictions, reporting requirements and other customary requirements for similar credit facilities. The Credit Facility also includes usual and customary events of default for credit facilities of this nature. The Credit Facility was amended on
November 7, 2012, June 30, 2014 and May 29, 2015 to extend maturities and add greater investment flexibility, among other changes. At December 31, 2017, the Company was in compliance with all financial and operational covenants
required by the Credit Facility. Contractual Obligations  Payments due by Period as of December 31, 2017(dollars in millions)Total


Less than1 year


1-3 years


3-5 years


More than5 yearsSenior Secured Revolving Credit Facility (1)

$
124.2


$



$
124.2


$



$
  (1)
At December 31, 2017, $75.8 million of capacity remained unused.  74




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##### Table of Contents

Information about our senior securities is shown in the following table (in thousands) as of
each year ended December 31 since the Company commenced operations, unless otherwise noted. The  indicates information which the SEC expressly does not require to be disclosed for certain types of senior securities.  Class and Year

Total AmountOutstanding(1)


AssetCoveragePer Unit(2)


InvoluntaryLiquidatingPreferencePer Unit(3)


AverageMarket ValuePer Unit(4)Revolving Credit FacilityFiscal 2017

$
124,200


$
3,175


$




N/AFiscal 2016


98,300



3,738







N/AFiscal 2015


116,200



2,621







N/AFiscal 2014


143,200



2,421







N/AFiscal 2013


61,400



4,388







N/AFiscal 2012


39,100



5,453







N/AFiscal 2011


8,600



21,051







N/A  (1)
Total amount of each class of senior securities outstanding at the end of the period presented. (2)
The asset coverage ratio for a class of senior securities representing indebtedness is calculated as our consolidated total assets, less all liabilities and indebtedness not represented by senior securities, divided by
senior securities representing indebtedness. This asset coverage ratio is multiplied by one thousand to determine the Asset Coverage Per Unit. In order to determine the specific Asset Coverage Per Unit for each class of debt, the total Asset
Coverage Per Unit was divided based on the amount outstanding at the end of the period for each. As of December 31, 2017, asset coverage was 317.5%. (3)
The amount to which such class of senior security would be entitled upon the involuntary liquidation of the issuer in preference to any security junior to it. (4)
Not applicable, we do not have senior securities that are registered for public trading. We
have also entered into two contracts under which we have future commitments: the Advisory Agreement, pursuant to which Solar Capital Partners has agreed to serve as our investment adviser, and the Administration Agreement, pursuant to which Solar
Capital Management has agreed to furnish us with the facilities and administrative services necessary to conduct our day-to-day operations and provide on our behalf
managerial assistance to those portfolio companies to which we are required to provide such assistance. Payments under the Advisory Agreement are equal to (1) a percentage of the value of our average gross assets and (2) a two-part incentive fee. Payments under the Administration Agreement are equal to an amount based upon our allocable portion of the Administrators overhead in performing its obligations under the
Administration Agreement, including rent, technology systems, insurance and our allocable portion of the costs of our chief financial officer and chief compliance officer and their respective staffs. Either party may terminate each of the
Advisory Agreement and Administration Agreement without penalty upon 60 days written notice to the other. See note 3 to our Consolidated Financial Statements. On September 10, 2014, FLLP entered into a servicing agreement with the Company. FLLP engaged and retained the Company to provide certain
administrative services relating to the facilities, supplies and necessary ongoing overhead support services for the operation of FLLPs ongoing business affairs in exchange for a fee. Either party may terminate this agreement upon 30
days written notice to the other.  75




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##### Table of Contents

Off-Balance Sheet Arrangements From time-to-time and in the normal course of business, the Company may make unfunded capital commitments to current or prospective portfolio
companies. Typically, the Company may agree to provide delayed-draw term loans or, to a lesser extent, revolving loan or equity commitments. These unfunded capital commitments always take into account the Companys liquidity and cash available
for investment, portfolio and issuer diversification, and other considerations. Accordingly, the Company had the following unfunded capital commitments at December 31, 2017 and December 31, 2016, respectively:  (in millions)

December 31,2017


December 31,2016VetCor Professional Practices LLC

$
6.7


$
Gemino Healthcare Finance, LLC*


5.0



5.0Alera Group Intermediate Holdings, Inc


4.7



3.9VT Buyer Acquisition Corp. (Veritext)


3.5



0.5MRI Software LLC


2.4



Engineering Solutions & Products, LLC


1.7



1.7PetVet Care Centers, LLC


1.6



MHE Intermediate Holdings, LLC


1.0



Ministry Brands, LLC


0.4



1.5The Hilb Group, LLC & Gencorp Insurance Group, Inc.


0.4



TwentyEighty, Inc


0.1



CIBT Holdings, Inc






0.5Total Commitments

$
27.5


$
13.1  *
The Company controls the funding of the Gemino commitment and may cancel it at its discretion (also see First Lien Loan Program LLC section in Item 7). As of December 31, 2017 and December 31, 2016, the Company had sufficient cash available and/or liquid securities available to fund
its commitments as well as the commitments to FLLP and LSJV disclosed earlier. In the normal course of its business, we invest or trade
in various financial instruments and may enter into various investment activities with off-balance sheet risk, which may include forward foreign currency contracts. Generally, these financial instruments
represent future commitments to purchase or sell other financial instruments at specific terms at future dates. These financial instruments contain varying degrees of off-balance sheet risk whereby changes in
the market value or our satisfaction of the obligations may exceed the amount recognized in our Consolidated Statements of Assets and Liabilities.  76




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##### Table of Contents

Distributions The following table reflects the cash distributions per share on our common stock for the two most recent fiscal years and the current fiscal
year to date:  Date Declared

Record Date


Payment Date


AmountFiscal 2018February 22, 2018


March 22, 2018



April 3, 2018


$
0.1175February 7, 2018


February 22, 2018



March 1, 2018



0.1175January 5, 2018


January 18, 2018



January 31, 2018



0.1175YTD Total (2018)









$
0.3525Fiscal 2017December 7, 2017


December 21, 2017



January 4, 2018


$
0.1175November 2, 2017


November 22, 2017



December 1, 2017



0.1175October 5, 2017


October 19, 2017



November 1, 2017



0.1175September 14, 2017


September 22, 2017



October 3, 2017



0.1175August 1, 2017


August 17, 2017



August 31, 2017



0.1175July 6, 2017


July 20, 2017



August 1, 2017



0.1175June 7, 2017


June 22, 2017



July 6, 2017



0.1175May 2, 2017


May 18, 2017



June 2, 2017



0.1175April 6, 2017


April 20, 2017



May 2, 2017



0.1175February 22, 2017


March 23, 2017



April 4, 2017



0.1175February 7, 2017


February 23, 2017



March 1, 2017



0.1175January 5, 2017


January 19, 2017



February 1, 2017



0.1175Total (2017)









$
1.41Fiscal 2016December 8, 2016


December 22, 2016



January 4, 2017


$
0.1175November 2, 2016


November 23, 2016



December 1, 2016



0.1175October 5, 2016


October 20, 2016



November 1, 2016



0.1175September 12, 2016


September 22, 2016



October 4, 2016



0.1175August 2, 2016


August 18, 2016



September 1, 2016



0.1175July 7, 2016


July 21, 2016



August 2, 2016



0.1175June 7, 2016


June 23, 2016



July 1, 2016



0.1175May 3, 2016


May 19, 2016



June 2, 2016



0.1175April 7, 2016


April 21, 2016



May 3, 2016



0.1175February 24, 2016


March 24, 2016



April 1, 2016



0.1175February 4, 2016


February 18, 2016



March 2, 2016



0.1175January 7, 2016


January 21, 2016



February 2, 2016



0.1175Total (2016)









$
1.41 Tax characteristics of all distributions will be reported to shareholders on Form 1099 after the end of the
calendar year. Future distributions, if any, will be determined by our Board. We expect that our distributions to stockholders will generally be from accumulated net investment income, from net realized capital gains or non-taxable return of capital, if any, as applicable. We have elected to be taxed as a RIC under
Subchapter M of the Code. To maintain our RIC status, we must distribute at least 90% of our ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any, out of the assets legally available
for distribution. In addition, although we currently intend to distribute realized net capital gains (i.e., net long-term capital gains in excess of short-term  77




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##### Table of Contents

capital losses), if any, at least annually, out of the assets legally available for such distributions, we may in the future decide to retain such capital gains for investment. We maintain an opt out dividend reinvestment plan for our common stockholders. As a result, if we declare a distribution, then
stockholders cash distributions will be automatically reinvested in additional shares of our common stock, unless they specifically opt out of the dividend reinvestment plan so as to receive cash distributions. We may not be able to achieve operating results that will allow us to make distributions at a specific level or to increase the amount of
these distributions from time to time. In addition, due to the asset coverage test applicable to us as a business development company, we may in the future be limited in our ability to make distributions. Also, our revolving credit facility may
limit our ability to declare distributions if we default under certain provisions. If we do not distribute a certain percentage of our income annually, we will suffer adverse tax consequences, including possible loss of the tax benefits available to
us as a regulated investment company. In addition, in accordance with GAAP and tax regulations, we include in income certain amounts that we have not yet received in cash, such as contractual payment-in-kind interest, which represents contractual interest added to the loan balance that becomes due at the end of the loan term, or the accrual of original issue or market discount. Since we may
recognize income before or without receiving cash representing such income, we may have difficulty meeting the requirement to distribute at least 90% of our investment company taxable income to obtain tax benefits as a regulated investment company. With respect to the distributions to stockholders, income from origination, structuring, closing and certain other upfront fees
associated with investments in portfolio companies are treated as taxable income and accordingly, distributed to stockholders. For the years ended December 31, 2017 and December 31, 2016, 11.8% and 10.9% of distributions were funded from
the waiver of management and incentive fees. Related Parties We have entered into a number of business relationships with affiliated or related parties, including the following:  

We have entered into the Advisory Agreement with Solar Capital Partners. Mr. Gross, our Chairman and Chief Executive Officer and Mr. Spohler, our Chief Operating Officer and board member, are managing members
and senior investment professionals of, and have financial and controlling interests in, the Investment Adviser. In addition, Mr. Peteka, our Chief Financial Officer, Treasurer and Corporate Secretary serves as the Chief Financial Officer for
Solar Capital Partners.  

The Administrator provides us with the office facilities and administrative services necessary to conduct day-to-day operations pursuant to
our Administration Agreement. We reimburse the Administrator for the allocable portion of overhead and other expenses incurred by it in performing its obligations under the Administration Agreement, including rent, the fees and expenses associated
with performing compliance functions, and the compensation of our chief compliance officer, our chief financial officer and their respective staffs.  

We have entered into a license agreement with the Investment Adviser, pursuant to which the Investment Adviser has granted us a non-exclusive, royalty-free license to use the name
Solar Capital. The Investment Adviser may also manage other funds in the future that may have investment
mandates that are similar, in whole and in part, with ours. For example, the Investment Adviser presently serves as investment adviser to Solar Capital Ltd., a publicly traded BDC, which focuses on investing in senior secured loans, including
unitranche loans, mezzanine loans and equity securities. In addition, Michael S. Gross, our Chairman and Chief Executive Officer, Bruce Spohler, our Chief Operating Officer, and Richard L. Peteka, our Chief  78




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##### Table of Contents

Financial Officer, serve in similar capacities for Solar Capital Ltd. The Investment Adviser and certain investment advisory affiliates may determine that an investment is appropriate for us and
for one or more of those other funds. In such event, depending on the availability of such investment and other appropriate factors, the Investment Adviser or its affiliates may determine that we should invest side-by-side with one or more other funds. Any such investments will be made only to the extent permitted by applicable law and interpretive positions of the SEC and its staff, and consistent with the
Investment Advisers allocation procedures. Related party transactions may occur among Solar Senior Capital Ltd. and Gemino, FLLP,
NorthMill and FLLP 2015-1, LLC. These transactions may occur in the normal course of business. No administrative fees are paid to Solar Capital Partners by Gemino, NorthMill or FLLP. In addition, we have adopted a formal code of ethics that governs the conduct of our officers and directors. Our officers and directors also
remain subject to the duties imposed by both the 1940 Act and the Maryland General Corporation Law.  Item 7A.
Quantitative and Qualitative Disclosures About Market Risk We are subject to financial
market risks, including changes in interest rates. During the fiscal year ended December 31, 2017, most of the investments in our portfolio had floating interest rates. Our loans are primarily based on floating LIBOR and typically have
durations of one to three months after which they reset to current market interest rates. Most of our loans to portfolio companies have LIBOR floors. The Company also has a revolving credit facility that is based on floating LIBOR and commercial
paper rates. Assuming no changes to our balance sheet as of December 31, 2017 and no new defaults by portfolio companies, a hypothetical one-quarter of one percent decrease in LIBOR on our floating rate
assets and liabilities would decrease our net investment income per average share by approximately two cents per average share over the next twelve months. Assuming no changes to our balance sheet as of December 31, 2017 and no new defaults by
portfolio companies, a hypothetical one percent increase in LIBOR on our floating rate assets and liabilities would increase our net investment income per average share by approximately eight cents per average share over the next twelve months.
However, we may hedge against interest rate fluctuations from time-to-time by using standard hedging instruments such as futures, options and forward contracts subject
to the requirements of the 1940 Act. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in any benefits of certain changes in interest rates with respect to our
portfolio of investments.  Increase (Decrease) in LIBOR






(0.25
%)


1.00
%Increase (Decrease) in Net Investment Income Per Share Per Year





$
(0.02
)

$
0.08  79




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##### Table of Contents

Item 8.
Financial Statements and Supplementary Data INDEX TO
CONSOLIDATED FINANCIAL STATEMENTS  Managements Report on Internal Control over Financial
Reporting


81Report of Independent Registered Public Accounting Firm


82Consolidated Statements of Assets 
& Liabilities as of December 31, 2017 and December 31, 2016


84Consolidated Statements of Operations for the years ended December 
31, 2017, 2016 and 2015


85Consolidated Statements of Changes in Net Assets for the years ended December 31,
 2017, 2016 and 2015


86Consolidated Statements of Cash Flows for the years ended December 
31, 2017, 2016 and 2015


87Consolidated Schedule of Investments as of December 
31, 2017 and December 31, 2016


88Notes to Consolidated Financial Statements


94  80




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##### Table of Contents

MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL
REPORTING Management is responsible for establishing and maintaining adequate internal control over financial reporting, and for
performing an assessment of the effectiveness of internal control over financial reporting as of December 31, 2017. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Companys internal control over financial reporting includes those policies and procedures
that (i) pertain to assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the Companys assets that could have a material effect on the consolidated financial statements. Management performed an assessment of the effectiveness of the Companys internal control over financial reporting as of
December 31, 2017 based upon criteria in Internal Control  Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our assessment, management
determined that the Companys internal control over financial reporting was effective as of December 31, 2017 based on the criteria on Internal Control  Integrated Framework (2013) issued by COSO. The effectiveness of the Companys internal control over financial reporting as of December 31, 2017 has been audited by KPMG LLP,
an independent registered public accounting firm, as stated in their report which appears herein.  81




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##### Table of Contents

Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors Solar Senior Capital
Ltd.: Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting We have audited the accompanying consolidated statements of assets and liabilities, including the consolidated schedule of investments, of Solar Senior Capital
Ltd. (and consolidated subsidiaries) (the Company) as of December 31, 2017 and 2016, the related consolidated statements of operations, changes in net assets, and cash flows for each of the years in the three-year period ended December 31,
2017, and the related notes (collectively, the consolidated financial statements). We also have audited the Companys internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control
 Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the
consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the years in
the three-year period ended December 31, 2017, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of
December 31, 2017, based on criteria established in Internal Control  Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Basis for Opinion The Companys management is
responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying
managements report on internal control over financial reporting. Our responsibility is to express an opinion on the Companys consolidated financial statements and an opinion on the Companys internal control over financial reporting
based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether
effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included
performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the consolidated financial statements. Our procedures included confirmation of securities owned as of December 31, 2017 and 2016, by correspondence with the custodian, portfolio companies or agents.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial
reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the
assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control Over Financial Reporting A companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in  82




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##### Table of Contents

accordance with generally accepted accounting principles. A companys internal control over financial reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation
of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ KPMG LLP We have served as the auditor of one or more
Solar Capital Partners, LLC (the Investment Advisor) investment companies since 2007. New York, New York February 22, 2018  83




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##### Table of Contents

SOLAR SENIOR CAPITAL LTD. CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES (in thousands, except share amounts)  December 31,2017


December 31,2016AssetsInvestments at fair value:Companies less than 5% owned (cost: $289,848 and $295,037, respectively)

$
283,983


$
289,399Companies 5% to 25% owned (cost: $3,625 and $3,710, respectively)


2,213



1,825Companies more than 25% owned (cost: $121,298 and $74,026, respectively)


121,885



74,310Cash


3,726



11,876Cash equivalents (cost: $104,874 and $139,952, respectively)


104,874



139,952Dividends receivable


2,723



1,422Interest receivable


1,732



1,463Other receivable


20



19Receivable for investments sold


508



1,450Prepaid expenses and other assets


277



273Total assets

$
521,941


$
521,989LiabilitiesPayable for investments and cash equivalents purchased

$
122,110


$
151,312Credit facility (see notes 6 and 7)


124,200



98,300Distributions payable


1,884



1,883Management fee payable (see note 3)


999



104Performance-based incentive fee payable (see note 3)


374



Interest payable (see note 7)


401



241Administrative services expense payable (see note 3)


944



621Other liabilities and accrued expenses


898



383Total liabilities

$
251,810


$
252,844Commitments and contingencies (see notes 12, 13 and 14)Net AssetsCommon stock, par value $0.01 per share, 200,000,000 and 200,000,000 common shares authorized,
respectively, and 16,036,730 and 16,025,011 issued and outstanding, respectively

$
160


$
160Paid-in capital in excess of par (see note 2f)


287,841



287,515Distributions in excess of net investment income (see note 2f)


(5,336
)


(5,342
)Accumulated net realized loss (see note 2f)


(5,844
)


(5,949
)Net unrealized depreciation


(6,690
)


(7,239
)Total net assets

$
270,131


$
269,145Net Asset Value Per Share

$
16.84


$
16.80 See notes to consolidated financial statements.  84




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##### Table of Contents

SOLAR SENIOR CAPITAL LTD. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except share amounts)  Year ended December 31,2017


2016


2015INVESTMENT INCOME:Interest:Companies less than 5% owned

$
22,652


$
19,728


$
19,732Companies 5% to 25% owned


201



201



214Dividends:Companies more than 25% owned


8,866



7,077



5,272Other income:Companies less than 5% owned


369



125



196Companies more than 25% owned


79



65



32Total investment income


32,167



27,196



25,446EXPENSES:Management fees (see note 3)

$
3,861


$
3,385


$
3,458Performance-based incentive fees (see note 3)


1,083



1,560



740Interest and other credit facility expenses (see note 7)


3,848



3,281



4,201Administrative services expense (see note 3)


1,554



1,245



1,130Other general and administrative expenses


1,888



1,411



1,284Total expenses


12,234



10,882



10,813Management fees waived (see note 3)


(1,962
)


(797
)


Performance-based incentive fees waived (see note 3)


(709
)


(1,205
)


(740
)Net expenses


9,563



8,880



10,073Net investment income

$
22,604


$
18,316


$
15,373REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND CASH EQUIVALENTS:Net realized gain on investments and cash equivalents (companies less than 5% owned)

$
233


$
81


$
18Net change in unrealized gain (loss) on investments and cash equivalents:Companies less than 5% owned


(227
)


5,233



(10,951
)Companies 5% to 25% owned


473



(492
)


(981
)Companies more than 25% owned


303



1,114



(2,412
)Net change in unrealized gain (loss) on investments and cash equivalents


549



5,855



(14,344
)Net realized and unrealized gain (loss) on investments and cash equivalents


782



5,936



(14,326
)NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS

$
23,386


$
24,252


$
1,047EARNINGS PER SHARE (see note 5)

$
1.46


$
1.88


$
0.09 See notes to consolidated financial statements.  85




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##### Table of Contents

SOLAR SENIOR CAPITAL LTD. CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS (in thousands, except share amounts)  Year ended December 31,2017


2016


2015Increase (decrease) in net assets resulting from operations:Net investment income

$
22,604


$
18,316


$
15,373Net realized gain


233



81



18Net change in unrealized gain (loss)


549



5,855



(14,344
)Net increase in net assets resulting from operations


23,386



24,252



1,047Distributions to stockholders (see note 9a):From net investment income


(22,604
)


(18,316
)


(16,262
)Capital transactions:Net proceeds from shares sold






75,255



Less common stock offering costs






(376
)


Reinvestment of distributions


204



26



Net increase in net assets resulting from capital transactions


204



74,905



Total increase (decrease) in net assets


986



80,841



(15,215
)Net assets at beginning of year


269,145



188,304



203,519Net assets at end of year (1)

$
270,131


$
269,145


$
188,304Capital share activity:Common stock sold






4,490,152



Common stock issued from reinvestment of distributions


11,719



1,544



Net increase from capital share activity


11,719



4,491,696



  (1)
Includes undistributed (overdistributed) net investment income of ($5,336), ($5,342) and ($5,185), respectively.  See notes to consolidated financial statements.  86




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##### Table of Contents

SOLAR SENIOR CAPITAL LTD. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)  Year ended December 31,2017


2016


2015Cash Flows from Operating Activities:Net increase in net assets from operations

$
23,386


$
24,252


$
1,047Adjustments to reconcile net increase in net assets from operations to net cash provided by (used
in) operating activities:Net realized gain on investments and cash equivalents


(233
)


(81
)


(18
)Net change in unrealized (gain) loss on investments and cash equivalents


(549
)


(5,855
)


14,344(Increase) decrease in operating assets:Purchase of investments


(196,172
)


(176,924
)


(85,282
)Proceeds from disposition of investments


154,907



123,844



105,003Capitalization of
payment-in-kind interest


(500
)






(99
)Receivable for investments sold


942



(1,405
)


(45
)Interest receivable


(269
)


564



(999
)Dividends receivable


(1,301
)


(896
)


(84
)Other receivable


(1
)


(6
)


(12
)Prepaid expenses and other assets


(4
)


108



8Increase (decrease) in operating liabilities:Payable for investments and cash equivalents purchased


(29,202
)


96,415



19,897Management fee payable


895



(727
)


33Performance-based incentive fees payable


374







Administrative services expense payable


323



87



90Interest payable


160



(21
)


(15
)Other liabilities and accrued expenses


515



189



(10
)Net Cash Provided by (Used in) Operating Activities


(46,729
)


59,544



53,858Cash Flows from Financing Activities:Net proceeds from shares sold






75,255



Common stock offering costs






(376
)


Cash distributions paid


(22,399
)


(17,762
)


(16,262
)Proceeds from borrowings


162,000



136,800



47,700Repayments of borrowings


(136,100
)


(154,700
)


(74,700
)Net Cash Provided by (Used in) Financing Activities


3,501



39,217



(43,262
)NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS


(43,228
)


98,761



10,596CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR


151,828



53,067



42,471CASH AND CASH EQUIVALENTS AT END OF YEAR

$
108,600


$
151,828


$
53,067Supplemental disclosure of cash flow information:Cash paid for interest

$
3,688


$
3,302


$
4,216 Non-cash financing activities consist of the reinvestment of dividends of $204, $26
and $0 for the fiscal years ended December 31, 2017, 2016 and 2015, respectively. Additionally, during the fiscal year ended December 31, 2015, $29,584 of investments were transferred from the Company to First Lien Loan Program LLC (see
note 13). See notes to consolidated financial statements.  87




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##### Table of Contents

SOLAR SENIOR CAPITAL LTD. CONSOLIDATED SCHEDULE OF INVESTMENTS December 31, 2017 (in thousands, except share/unit amounts)  Description

Industry

SpreadaboveIndex (3)


LiborFloor


Interest  Rate (1)


Acquisition  Date


MaturityDate


ParAmount


Cost


FairValueBank Debt/Senior Secured Loans  105.9%1A Smart Start LLC(2)(14)

Electrical Equipment, Instruments &
Components


L+450



1.00
%


6.19
%


12/21/2017



2/21/2022


$
6,105


$
6,089


$
6,089Acrisure, LLC(2)

Insurance


L+425



1.00
%


5.65
%


5/3/2017



11/22/2023



7,446



7,429



7,531Advantage Sales and Marketing, Inc.

Professional Services


L+650



1.00
%


7.88
%


2/14/2013



7/25/2022



8,000



7,961



7,520Aegis Toxicology Sciences Corporation(14)

Health Care Providers & Services


L+850



1.00
%


10.17
%


2/20/2014



8/24/2021



4,000



3,965



3,880Alera Group Intermediate Holdings, Inc.(2)(14)

Insurance


L+550



1.00
%


6.85
%


11/28/2016



12/30/2022



4,279



4,241



4,257American Teleconferencing Services, Ltd. (PGI) (2)(14)

Communications Equipment


L+650



1.00
%


7.90
%


5/5/2016



12/8/2021



14,933



14,269



14,710Anesthesia Consulting & Management, LP (2)(14)

Health Care Providers & Services


L+625



1.00
%


7.94
%


10/20/2016



10/31/2022



4,530



4,492



4,258Capstone Logistics Acqusition, Inc.(2)(14)

Professional Services


L+450



1.00
%


6.07
%


10/3/2014



10/7/2021



8,159



8,111



8,078Confie Seguros Holding II Co.(2)(14)

Insurance


L+525



1.00
%


6.73
%


10/13/2016



4/19/2022



9,900



9,820



9,909Empower Payments Acquisition, Inc. (RevSpring).(2)(14)

Professional Services


L+550



1.00
%


7.19
%


11/28/2016



11/30/2023



4,579



4,499



4,579Engineering Solutions & Products, LLC(6)(14)

Aerospace & Defense


L+600



2.00
%


8.00
%


11/5/2013



11/5/2018



2,258



2,258



2,145Falmouth Group Holdings Corp. (AMPAC) (2)(14)

Chemicals


L+675



1.00
%


8.44
%


12/15/2016



12/14/2021



8,668



8,668



8,668GenMark Diagnostics, Inc(2)(4)(14)

Health Care Providers & Services










6.90
%


4/22/2016



10/12/2019



7,633



8,040



8,039Global Holdings LLC & Payment Concepts LLC(2)(14)

Consumer Finance


L+650



1.00
%


7.99
%


3/31/2017



5/5/2022



9,341



9,173



9,341Global Tel*Link Corporation(2)

Communications Equipment


L+400



1.25
%


5.69
%


11/6/2015



5/23/2020



3,364



3,118



3,381Global Tel*Link Corporation

Communications Equipment


L+825



1.25
%


9.94
%


5/21/2013



11/23/2020



3,000



2,972



3,007Hostway Corporation(2)(14)

Internet Software & Services


L+475



1.25
%


8.44
%


6/27/2014



12/13/2019



8,526



8,511



8,185Island Medical Management Holdings, LLC(2)(14)

Health Care Providers & Services


L+550



1.00
%


7.00
%


3/31/2017



9/1/2022



4,570



4,528



4,432Kellermeyer Bergensons Services, LLC (KBS)(2)(14)

Commercial Services & Supplies


L+500



1.00
%


6.48
%


10/31/2014



10/29/2021



4,850



4,821



4,850LegalZoom.com, Inc.(2)(14)

Internet Software & Services


L+450



1.00
%


5.94
%


11/17/2017



11/21/2024



5,000



4,950



4,950Logix Holding Company, LLC(2)(14)

Communications Equipment


L+575



1.00
%


7.28
%


8/11/2017



12/22/2024



10,800



10,692



10,692Lumeris Solutions Company, LLC(2)(14)

Health Care Technology


L+860



0.25
%


9.98
%


3/22/2017



2/1/2020



4,000



4,037



4,040Metamorph US 3, LLC (Metalogix)(2)(14) 

Software


L+750
(7)


1.00
%


9.07
%


12/1/2014



12/1/2020



7,953



7,848



5,805Meter Readings Holding, LLC (Aclara)(2)(14)

Electronic Equipment, Instruments & Components


L+575



1.00
%


7.23
%


6/15/2017



8/29/2023



7,940



7,921



7,940MHE Intermediate Holdings, LLC
(TFS-Miner)(2)(14)

Air Freight & Logistics


L+500



1.00
%


6.69
%


3/8/2017



3/10/2024



5,460



5,410



5,405Ministry Brands, LLC(2)(14)

Software


L+500



1.00
%


6.38
%


11/21/2016



12/2/2022



9,636



9,557



9,636MRI Software LLC(2)(14)

Software


L+625



1.00
%


7.83
%


6/7/2017



6/30/2023



8,224



8,147



8,183MYI Acquiror Corp. (McLarens Young)(2)(14)

Insurance


L+450



1.25
%


5.83
%


5/21/2014



5/28/2019



3,348



3,337



3,348MYI Acquiror Ltd. (McLarens Young)(2)(4)(14)

Insurance


L+450



1.25
%


5.84
%


5/21/2014



5/28/2019



4,271



4,258



4,271On Location Events, LLC & PrimeSport Holdings Inc. (2)(14)

Media


L+550



1.00
%


7.04
%


12/7/2017



9/29/2021



15,000



14,815



14,812PetVet Care Centers, LLC (2)(14)

Health Care Facilities


L+600



1.00
%


7.35
%


6/1/2017



6/8/2023



10,332



10,235



10,435Polycom, Inc. (2)(14)

Communications Equipment


L+525



1.00
%


6.72
%


9/29/2016



9/27/2023



11,811



11,411



11,933PPT Management Holdings, LLC(2)(14)

Health Care Providers & Services


L+600



1.00
%


9.50
%


12/15/2016



12/16/2022



7,920



7,854



7,603PSP Group, LLC (Pet Supplies Plus)(2)(8)(14)

Specialty Retail


L+475



1.00
%


6.32
%


4/2/2015



4/6/2021



482



479



482QBS Holding Company, Inc. (Quorum)(2)(14)

Software


L+475



1.00
%


6.13
%


8/1/2014



8/7/2021



6,059



6,025



6,014Salient Partners, L.P.(2)(14)

Asset Management


L+850



1.00
%


9.85
%


6/10/2015



6/9/2021



3,932



3,882



3,932SHO Holding I Corporation (Shoes for Crews)(2)(14)

Footwear


L+500



1.00
%


6.42
%


11/20/2015



10/27/2022



5,880



5,839



5,762Suburban Broadband, LLC (Jab Wireless, Inc.)(2)(14)

Wireless Telecommunication Services


L+650
(15)


1.00
%


8.19
%


11/29/2016



3/26/2019



4,938



4,911



4,938The Hilb Group, LLC & Gencorp Insurance Group, Inc.(2)(14)

Insurance


L+475



1.00
%


6.44
%


3/16/2016



6/24/2021



4,436



4,377



4,436Trident USA Health Services (2)(14)


Health Care Providers & Services


L+575



1.25
%


7.44
%


7/29/2013



7/31/2019



8,693



8,670



7,389TwentyEighty, Inc.(14) 

Professional Services


L+800
(9)


1.00
%


9.42
%


1/31/2017



3/31/2020



918



887



918TwentyEighty, Inc.(14) 

Professional Services










8.00
%(10)


1/31/2017



3/31/2020



1,984



1,894



1,865TwentyEighty, Inc.(14) 

Professional Services










9.00
%(11)


1/31/2017



3/31/2020



1,814



1,733



1,651U.S. Acute Care Solutions, LLC(2)(14)

Health Care Providers & Services


L+500



1.00
%


6.69
%


12/22/2016



5/15/2021



6,435



6,384



6,371VT Buyer Acquisition Corp. (Veritext)(2)(14)

Professional Services


L+475



1.00
%


6.44
%


2/17/2017



1/29/2022



5,983



5,957



5,953WIRB-Copernicus Group, Inc.(2)(14)

Professional Services


L+500



1.00
%


6.69
%


3/27/2017



8/15/2022



4,466



4,447



4,466Total Bank Debt/Senior Secured Loans


$
288,923


$
286,089Common Equity/Equity Interests/Warrants  45.2%
















Shares/UnitsEngineering Solutions & Products, LLC(6)(12)(14)

Aerospace & Defense














11/5/2013







133,668


$
1,367


$
68Essence Group Holdings Corporation (Lumeris) Warrants(14)

Health Care Technology














3/22/2017







52,000



16



39First Lien Loan Program LLC(4)(5)(14)

Asset Management














2/13/2015











37,459



35,835Gemino Healthcare Finance, LLC(4)(5)(14)

Diversified Financial Services














9/30/2013







32,839



32,839



35,050NorthMill LLC(4)(5)(14)(16)

Diversified Financial Services














10/20/2017







100



51,000



51,000TwentyEighty Investors, LLC(14).

Professional Services














1/31/2017







17,214



3,167



Total Common Equity/Equity Interests/Warrants


$
125,848


$
121,992Total Investments(13)  151.1%


$
414,771


$
408,081Cash Equivalents  38.8% Par Amount


















Par AmountU.S. Treasury Bill

Government














12/28/2017



2/8/2018



105,000


$
104,874


$
104,874Total Investments & Cash Equivalents189.9%


$
519,645


$
512,955Liabilities in Excess of Other Assets(89.9%)







(242,824
)Net Assets 100.0%






$
270,131 See notes to consolidated financial statements.  88




---

##### Table of Contents

SOLAR SENIOR CAPITAL LTD. CONSOLIDATED SCHEDULE OF INVESTMENTS (continued) December 31, 2017 (in thousands)  (1)
Floating rate debt investments typically bear interest at a rate determined by reference to either the London Interbank Offered Rate (LIBOR or L) index rate or the prime index rate (PRIME or
P), and which typically reset monthly, quarterly or semi-annually. For each debt investment we have provided the current interest rate in effect as of December 31, 2017. (2)
Indicates an investment that is wholly or partially held by Solar Senior Capital Ltd. through its wholly-owned financing subsidiary SUNS SPV LLC (the SPV). Such investments are pledged as collateral under
the Senior Secured Revolving Credit Facility (see Note 7 to the consolidated financial statements) and are not generally available to creditors, if any, of Solar Senior Capital Ltd. The respective par amount for the investment partially held through
the SPV is $3,673 for Genmark Diagnostics, Inc. The par balance in excess of this stated amount is held directly by Solar Senior Capital Ltd. (3)
Floating rate instruments accrue interest at a predetermined spread relative to an index, typically the LIBOR or PRIME rate. These instruments are typically subject to a LIBOR or PRIME rate floor. (4)
Indicates assets that the Company believes may not represent qualifying assets under Section 55(a) of the Investment Company Act of 1940 (1940 Act), as amended. If we fail to invest a
sufficient portion of our assets in qualifying assets, we could be prevented from making follow-on investments in existing portfolio companies or could be required to dispose of investments at inappropriate
times in order to comply with the 1940 Act. As of December 31, 2017, on a fair value basis, non-qualifying assets in the portfolio represented 25.7% of the total assets of the Company. (5)
Denotes investments in which we are deemed to exercise a controlling influence over the management or policies of a company, as defined in the 1940 Act, due to beneficially owning, either directly or through one or more
controlled companies, more than 25% of the outstanding voting securities of the investment. Transactions during the year ended December 31, 2017 in these controlled investments are as follows:  Name of Issuer

Fair Value atDecember 31,2016


GrossAdditions


GrossReductions


Realized Gain(Loss)


Change inUnrealizedGain(Loss)


Dividend/OtherIncome


Fair Value atDecember 31,2017First Lien Loan Program LLC (FLLP)

$
38,810


$
2,835


$
6,563


$



$
753


$
4,129


$
35,835Gemino Healthcare Finance, LLC


35,500















(450
)


3,694



35,050NorthMill LLC






51,000















1,122



51,000$
74,310


$
53,835


$
6,563


$



$
303


$
8,945


$
121,885  (6)
Denotes investments in which we are an Affiliated Person but not exercising a controlling influence, as defined in the 1940 Act, due to beneficially owning, either directly or through one or more controlled
companies, more than 5% but less than 25% of the outstanding voting securities of the investment. Transactions during the year ended December 31, 2017 in these affiliated investments are as follows:  Name of Issuer

Fair Value atDecember 31,2016


GrossAdditions


GrossReductions


RealizedGain(Loss)


Change inUnrealizedGain(Loss)


Interest/DividendIncome


Fair Value atDecember 31,2017Engineering Solutions & Products, LLC
(1st lien)






2,257



2,257











11



Engineering Solutions & Products, LLC
(2nd lien)


1,757















473



190



2,145Engineering Solutions & Products, LLC (equity interests)


68























68$
1,825


$



$



$



$
473


$
201


$
2,213  (7)
Spread is 5.50% Cash / 2.00% PIK. (8)
PSP Group, LLC, PSP Service Newco, Inc., PSP Subco, LLC, PSP Stores, LLC, and PSP Distribution, LLC are co-borrowers. (9)
Spread is 3.50% Cash / 4.50% PIK. (10)
Coupon is 1.00% Cash / 7.00% PIK. (11)
Coupon is 0.25% Cash / 8.75% PIK. (12)
Our equity investment in Engineering Solutions & Products, LLC is held through ESP SSC Corporation, a taxable consolidated subsidiary. (13)
Aggregate net unrealized depreciation for federal income tax purposes is $9,267; aggregate gross unrealized appreciation and depreciation for federal tax purposes is $3,219 and $12,486, respectively, based on a tax cost
of $417,348. (14)
Investment valued using significant unobservable inputs. (15)
Spread is 4.50% Cash / 2.00% PIK. (16)
Our equity investment in NorthMill LLC is partially held through ESP SSC Corporation, a taxable consolidated subsidiary.     Non-income
producing security.     Investment
contains a payment-in-kind (PIK) feature. See notes to consolidated financial statements.  89




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##### Table of Contents

SOLAR SENIOR CAPITAL LTD. CONSOLIDATED SCHEDULE OF INVESTMENTS (continued) December 31, 2017 Industry Classification

Percentage of TotalInvestments (atfair value) as ofDecember 31, 2017Diversified Financial Services (includes Gemino Healthcare Finance, LLC and NorthMill
LLC)


21.1
%Communications Equipment


10.7
%Health Care Providers & Services


10.3
%Asset Management (includes FLLP)


9.8
%Professional Services


8.6
%Insurance


8.3
%Software


7.3
%Media


3.6
%Electronic Equipment, Instruments & Components


3.4
%Internet Software & Services


3.2
%Health Care Facilities


2.6
%Consumer Finance


2.3
%Chemicals


2.1
%Footwear


1.4
%Air Freight & Logistics


1.3
%Wireless Telecommunication Services


1.2
%Commercial Services & Supplies


1.2
%Health Care Technology


1.0
%Aerospace & Defense


0.5
%Specialty Retail


0.1
%Total Investments


100.0
%   See notes to consolidated financial statements.  90




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##### Table of Contents

SOLAR SENIOR CAPITAL LTD. CONSOLIDATED SCHEDULE OF INVESTMENTS December 31, 2016 (in thousands, except share/unit amounts)  Description

Industry

SpreadaboveIndex(3)


LiborFloor


Interest  Rate (1)


Acquisition  Date


MaturityDate


ParAmount


Cost


FairValueBank Debt/Senior Secured Loans  108.2%ABB/Con-Cise Optical Group LLC(2)

Health Care Equipment & Supplies


L+500



1.00
%


6.00
%


6/14/2016



6/15/2023


$
11,970


$
11,920


$
12,135Advantage Sales and Marketing, Inc

Professional Services


L+650



1.00
%


7.50
%


2/14/2013



7/25/2022



8,000



7,955



7,835Aegis Toxicology Sciences Corporation

Health Care Providers & Services


L+850



1.00
%


9.50
%


2/20/2014



8/24/2021



4,000



3,958



3,740Alera Group Intermediate Holdings, Inc.(2)

Insurance


L+550



1.00
%


6.50
%


11/28/2016



12/30/2022



8,640



8,554



8,554ALG B.V. (Apple Leisure) (2)(4)

Hotels, Restaurants & Leisure


L+575



1.25
%


7.00
%


2/28/2013



2/28/2019



2,692



2,681



2,692ALG USA Holdings, LLC (Apple Leisure) (2)

Hotels, Restaurants & Leisure


L+575



1.25
%


7.00
%


2/28/2013



2/28/2019



3,568



3,553



3,568American Seafoods Group LLC(2)

Food Products


L+500



1.00
%


6.00
%


8/10/2015



8/19/2021



4,817



4,798



4,781American Teleconferencing Services, Ltd. (PGI) (2)

Communications Equipment


L+650



1.00
%


7.50
%


5/5/2016



12/8/2021



8,662



7,871



8,423Anesthesia Consulting & Management, LP (2)

Health Care Providers & Services


L+500



1.00
%


6.00
%


10/20/2016



10/31/2022



5,000



4,951



4,950Asurion, LLC

Insurance


L+750



1.00
%


8.50
%


2/27/2014



3/3/2021



840



785



855Capstone Logistics Acqusition, Inc.(2)

Professional Services


L+450



1.00
%


5.50
%


10/3/2014



10/7/2021



8,278



8,218



8,196CIBT Holdings, Inc. (2)

Professional Services


L+525



1.00
%


6.25
%


6/28/2016



6/28/2022



2,620



2,596



2,594Confie Seguros Holding II Co.(2)

Insurance


L+475



1.00
%


5.75
%


10/13/2016



4/19/2022



10,000



9,903



10,067ConvergeOne Holdings Corp.(2)

Communications Equipment


L+538



1.00
%


6.38
%


6/16/2014



6/17/2020



4,830



4,800



4,806CT Technologies Intermediate Holdings(2)

Health Care Technology


L+425



1.00
%


5.25
%


12/1/2014



12/1/2021



3,393



3,377



3,253DB Datacenter Holdings, Inc. (2)

IT Services


L+475



1.00
%


5.75
%


12/28/2016



7/13/2021



5,000



4,925



4,925Empower Payments Acquisition, Inc.(2)

Professional Services


L+550



1.00
%


6.50
%


11/28/2016



11/30/2023



4,625



4,533



4,532Engineering Solutions & Products, LLC(6)

Aerospace & Defense


L+600



2.00
%


8.00
%


11/5/2013



11/5/2018



2,343



2,343



1,757Epic Health Services, Inc.(2)

Health Care Providers & Services


L+475



1.00
%


5.75
%


2/20/2015



2/17/2021



4,798



4,770



4,798Falmouth Group Holdings Corp. (AMPAC) (2)

Chemicals


L+675



1.00
%


7.75
%


12/15/2016



12/14/2021



9,476



9,476



9,476GenMark Diagnostics, Inc(2)(4)

Health Care Providers & Services










6.90
%


4/22/2016



1/12/2019



9,643



9,538



9,739Global Tel*Link Corporation(2)

Communications Equipment


L+375



1.25
%


5.00
%


11/6/2015



5/23/2020



3,426



3,083



3,418Global Tel*Link Corporation

Communications Equipment


L+775



1.25
%


9.00
%


5/21/2013



11/23/2020



3,000



2,964



2,921HC Group Holdings III, Inc. (Walgreens)(2)

Health Care Providers & Services


L+500



1.00
%


6.00
%


3/25/2015



4/7/2022



4,938



4,918



4,765Hostway Corporation(2)

Internet Software & Services


L+475



1.25
%


8.00
%


6/27/2014



12/13/2019



8,776



8,753



8,162Kellermeyer Bergensons Services, LLC (KBS)(2)

Commercial Services & Supplies


L+500



1.00
%


6.00
%


10/31/2014



10/29/2021



4,875



4,840



4,778Lumeris Solutions Company, LLC(2)

Health Care Technology










9.42
%


4/22/2016



12/27/2017



2,074



2,115



2,095Material Handling Services, LLC (TFS) (2)

Air Freight & Logistics


L+500



1.00
%


6.00
%


3/3/2014



3/26/2020



11,056



10,991



10,946Mediware Information Systems, Inc. (2)

Health Care Technology


L+475



1.00
%


5.75
%


9/26/2016



9/28/2023



4,988



4,939



4,988Metamorph US 3, LLC (Metalogix)(2)

Software


L+650



1.00
%


7.50
%


12/1/2014



12/1/2020



8,000



7,860



5,720Ministry Brands, LLC(2)

Software


L+500



1.00
%


6.00
%


11/21/2016



12/2/2022



5,493



5,438



5,438MYI Acquiror Corp. (McLarens Young)(2)

Insurance


L+450



1.25
%


5.75
%


5/21/2014



5/28/2019



3,356



3,339



3,298MYI Acquiror Ltd. (McLarens Young)(2)(4)

Insurance


L+450



1.25
%


5.75
%


5/21/2014



5/28/2019



4,282



4,260



4,208nThrive, Inc. (Precyse) (2)

Health Care Providers & Services


L+550



1.00
%


6.50
%


4/19/2016



10/20/2022



5,977



5,901



6,067Pearl Merger Sub LLC (PetVet) (2)

Health Care Facilities


L+475



1.00
%


5.75
%


1/29/2015



12/17/2020



4,410



4,347



4,360Polycom, Inc. (2)

Communications Equipment


L+650



1.00
%


7.50
%


9/29/2016



9/27/2023



14,506



13,940



14,434PPT Management Holdings, LLC(2)

Health Care Providers & Services


L+600



1.00
%


7.00
%


12/15/2016



12/16/2022



8,000



7,920



7,920PSP Group, LLC (Pet Supplies Plus)(2)(7)

Specialty Retail


L+475



1.00
%


5.75
%


4/2/2015



4/6/2021



487



483



484QBS Holding Company, Inc. (Quorum)(2)

Software


L+475



1.00
%


5.75
%


8/1/2014



8/7/2021



6,370



6,325



6,115Richelieu Foods, Inc.(2)

Food Products


L+475



1.00
%


5.75
%


11/21/2014



5/21/2020



6,510



6,446



6,510Salient Partners, L.P.(2)

Asset Management


L+850



1.00
%


9.50
%


6/10/2015



6/9/2021



4,217



4,150



4,111Securus Technologies, Inc

Communications Equipment


L+775



1.25
%


9.00
%


4/17/2013



4/30/2021



10,000



9,946



9,759SHO Holding I Corporation (Shoes for Crews)(2)

Footwear


L+500



1.00
%


6.00
%


11/20/2015



10/27/2022



5,940



5,890



5,940Strategic Partners Acquisition Corp. (2)

Textiles, Apparel & Luxury Goods


L+525



1.00
%


6.25
%


6/24/2016



6/30/2023



1,995



1,976



2,015Stratose Intermediate Holdings II, LLC(2)

Health Care Services


L+500



1.00
%


6.00
%


1/25/2016



1/26/2022



4,950



4,907



4,962Suburban Broadband, LLC (Jab Wireless, Inc.)(2)

Wireless Telecommunication Services


L+450



1.00
%


5.50
%


11/29/2016



3/26/2019



5,000



4,952



4,950The Edelman Financial Center, LLC
(2)

Diversified Financial Services


L+550



1.00
%


6.50
%


12/16/2015



12/18/2022



4,950



4,862



4,950The Hilb Group, LLC & Gencorp Insurance Group, Inc.(2)

Insurance


L+500



1.00
%


6.00
%


3/16/2016



6/24/2021



3,814



3,747



3,776Trident USA Health Services (2)

Health Care Providers & Services


L+575



1.25
%


7.00
%


7/29/2013



7/31/2019



8,793



8,755



8,001TwentyEighty, Inc. (fka Miller Heiman)(2)*

Professional Services


L+600



1.00
%


7.00
%


9/30/2013



9/30/2019



6,991



6,950



3,495U.S. Acute Care Solutions, LLC(2)

Health Care Providers & Services


L+500



1.00
%


6.00
%


12/22/2016



5/15/2021



6,500



6,435



6,435VT Buyer Acquisition Corp. (Veritext)(2)

Professional Services


L+500



1.00
%


6.00
%


1/29/2016



1/29/2022



4,481



4,443



4,459Total Bank Debt/Senior Secured Loans


$
297,380


$
291,156Common Equity/Equity Interests  27.6%


















Shares/UnitsEngineering Solutions & Products, LLC(6)(8)

Aerospace & Defense














11/5/2013







133,668


$
1,367


$
68First Lien Loan Program LLC(4)(5)

Asset Management














2/13/2015











41,187



38,810Gemino Healthcare Finance, LLC(4)(5)

Diversified Financial Services














9/30/2013







32,839



32,839



35,500Total Common Equity/Equity Interests


$
75,393


$
74,378Total Investments(9)
135.8%


$
372,773


$
365,534Cash Equivalents  52.0%


















Par AmountU.S. Treasury Bill

Government














12/29/2016



2/2/2017



140,000


$
139,952


$
139,952Total Investments & Cash Equivalents 187.8%


$
512,725


$
505,486Liabilities in Excess of Other Assets (87.8%)







(236,341
)Net Assets  100.0%






$
269,145 See notes to consolidated financial statements.  91




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##### Table of Contents

SOLAR SENIOR CAPITAL LTD. CONSOLIDATED SCHEDULE OF INVESTMENTS (continued) December 31, 2016 (in thousands)  (1)
Floating rate debt investments typically bear interest at a rate determined by reference to either the London Interbank Offered Rate (LIBOR or L) index rate or the prime index rate (PRIME or
P), and which typically reset monthly, quarterly or semi-annually. For each debt investment we have provided the current interest rate in effect as of December 31, 2016. (2)
Indicates an investment that is wholly or partially held by Solar Senior Capital Ltd. through its wholly-owned financing subsidiary SUNS SPV LLC. Such investments are pledged as collateral under the Senior Secured
Revolving Credit Facility (see Note 7 to the consolidated financial statements) and are not generally available to creditors, if any, of Solar Senior Capital Ltd. The respective par amount for the investment that is partially held through the SPV is
$4,821 for Genmark Diagnostics, Inc. The par balance in excess of this stated amount is held directly by Solar Senior Capital Ltd. (3)
Floating rate instruments accrue interest at a predetermined spread relative to an index, typically the LIBOR or PRIME rate. These instruments are typically subject to a LIBOR or PRIME rate floor. (4)
Indicates assets that the Company believes may not represent qualifying assets under Section 55(a) of the Investment Company Act of 1940 (1940 Act), as amended. If we fail to invest a
sufficient portion of our assets in qualifying assets, we could be prevented from making follow-on investments in existing portfolio companies or could be required to dispose of investments at inappropriate
times in order to comply with the 1940 Act. As of December 31, 2016, on a fair value basis, non-qualifying assets in the portfolio represented 17.4% of the total assets of the Company. (5)
Denotes investments in which we are deemed to exercise a controlling influence over the management or policies of a company, as defined in the 1940 Act, due to beneficially owning, either directly or through one or more
controlled companies, more than 25% of the outstanding voting securities of the investment. Transactions during the year ended December 31, 2016 in these controlled investments are as follows:  Name of Issuer

Fair Value atDecember 31,2015


GrossAdditions


GrossReductions


RealizedGain(Loss)


Dividend/OtherIncome


Fair Value atDecember 31,2016First Lien Loan Program LLC

$
27,593


$
11,603


$



$



$
3,264


$
38,810Gemino Healthcare Finance, LLC


34,000















3,878



35,500$
61,593


$
11,603


$



$



$
7,142


$
74,310  (6)
Denotes investments in which we are an Affiliated Person but not exercising a controlling influence, as defined in the 1940 Act, due to beneficially owning, either directly or through one or more controlled
companies, more than 5% but less than 25% of the outstanding voting securities of the investment. Transactions during the year ended December 31, 2016 in these affiliated investments are as follows:  Name of Issuer

Fair Value atDecember 31,2015


GrossAdditions


GrossReductions


RealizedGain(Loss)


InterestIncome


Fair Value atDecember 31,2016Engineering Solutions & Products, LLC (1st lien)

$
106


$
376


$
482


$



$
11


$
Engineering Solutions & Products, LLC (2nd lien)


2,249















190



1,757Engineering Solutions & Products, LLC (equity interests)


68



















68$
2,423


$
376


$
482


$



$
201


$
1,825  (7)
PSP Group, LLC, PSP Service Newco, Inc., PSP Subco, LLC, PSP Stores, LLC, and PSP Distribution, LLC are co-borrowers. (8)
Our equity investment in Engineering Solutions & Products, LLC is held through ESP SSC Corporation, a taxable consolidated subsidiary. (9)
Aggregate net unrealized depreciation for federal income tax purposes is $10,676; aggregate gross unrealized appreciation and depreciation for federal tax purposes is $3,649 and $14,325, respectively, based on a tax
cost of $376,210. *
Investment is on non-accrual status. 
Non-income producing security. See notes to
consolidated financial statements.  92




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##### Table of Contents

SOLAR SENIOR CAPITAL LTD. CONSOLIDATED SCHEDULE OF INVESTMENTS (continued) December 31, 2016 Industry Classification

Percentage of TotalInvestments (atfair value) as ofDecember 31,2016Health Care Providers & Services


16.8
%Communications Equipment


12.0
%Asset Management


11.7
%Diversified Financial Services


11.1
%Professional Services


8.5
%Insurance


8.4
%Software


4.7
%Health Care Equipment & Supplies


3.3
%Food Products


3.1
%Air Freight & Logistics


3.0
%Health Care Technology


2.8
%Chemicals


2.6
%Internet Software & Services


2.2
%Hotels, Restaurants & Leisure


1.7
%Footwear


1.6
%Wireless Telecommunication Services


1.4
%IT Services


1.4
%Commercial Services & Supplies


1.3
%Health Care Facilities


1.2
%Textile, Apparel & Luxury Goods


0.6
%Aerospace & Defense


0.5
%Specialty Retail


0.1
%Total Investments


100.0
%   See notes to consolidated financial statements.  93




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##### Table of Contents

SOLAR SENIOR CAPITAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2017 (in thousands, except share amounts) Note 1. Organization Solar Senior
Capital Ltd. (Solar Senior, the Company, SUNS, we, us, or our), a Maryland corporation formed on December 16, 2010, is a closed-end,
externally managed, non-diversified management investment company that has elected to be regulated as a business development company (BDC) under the Investment Company Act of 1940 (the 1940
Act). Furthermore, as the Company is an investment company, it continues to apply the guidance in the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 946. In addition, for tax
purposes, we have elected to be treated, and intend to qualify annually, as a regulated investment company (RIC), under Subchapter M of the Internal Revenue Code of 1986, as amended (the Code). On January 28, 2011, Solar Senior was capitalized with initial equity of $2 and commenced operations. On February 24, 2011, Solar
Senior priced its initial public offering, selling 9.0 million shares, including the underwriters over-allotment, raising approximately $168,000 of net proceeds. Concurrent with this offering, our senior management team purchased an
additional 500,000 shares through a private placement, raising another $10,000. The Companys investment objective is to seek to
maximize current income consistent with the preservation of capital. We seek to achieve our investment objective by investing directly or indirectly in senior secured loans, including first lien and second lien debt instruments, made primarily to
leveraged private middle-market companies whose debt is rated below investment grade, which the Company refers to collectively as senior loans. From time to time, we may also invest in public companies that are thinly traded. Under
normal market conditions, at least 80% of the value of the Companys net assets (including the amount of any borrowings for investment purposes) will be invested in senior loans. Note 2. Significant Accounting Policies The accompanying consolidated financial statements have been prepared on the accrual basis of accounting in conformity with accounting
principles generally accepted in the United States of America (GAAP), and include the accounts of the Company and certain wholly-owned subsidiaries. The consolidated financial statements reflect all adjustments and reclassifications
which, in the opinion of management, are necessary for the fair presentation of the results of the operations and financial condition for the periods presented. All significant intercompany balances and transactions have been eliminated. Certain
prior period amounts may have been reclassified to conform to current period presentation. The preparation of consolidated financial
statements in conformity with GAAP and pursuant to the requirements for reporting on Form 10-K and Regulation S-X, as appropriate, also requires management to make
estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reported periods. Changes in the economic environment, financial
markets and any other parameters used in determining these estimates could cause actual results to differ materially. In the opinion of
management, all adjustments which are of a normal recurring nature considered necessary for the fair presentation of financial statements, have been included. The significant accounting policies consistently followed by the Company are:  (a)
Investment transactions are accounted for on the trade date;  94




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SOLAR SENIOR CAPITAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) December 31, 2017 (in thousands, except share amounts)  (b)
The Company conducts the valuation of its assets in accordance with GAAP and the 1940 Act. The Company generally values its assets on a quarterly basis, or more frequently if required. Investments for which market
quotations are readily available on an exchange are valued at the closing price on the date of valuation. The Company may also obtain quotes with respect to certain of its investments from pricing services or brokers or dealers in order to value
assets. When doing so, management determines whether the quote obtained is sufficient according to GAAP to determine the fair value of the investment. If determined adequate, the Company uses the quote obtained. Debt investments with maturities of
60 days or less shall each be valued at cost plus accreted discount, or minus amortized premium, which is expected to approximate fair value, unless such valuation, in the judgment of Solar Capital Partners, LLC (the Investment Adviser),
does not represent fair value, in which case such investments shall be valued at fair value as determined in good faith by or under the direction of the Companys board of directors (the Board). Investments for which reliable market quotations are not readily available or for which the pricing sources do not provide a valuation or
methodology or provide a valuation or methodology that, in the judgment of the Investment Adviser or the Board does not represent fair value, shall be valued as follows: (i) each portfolio company or investment is initially valued by the
investment professionals responsible for the portfolio investment; (ii) preliminary valuations are discussed with senior management of the Investment Adviser; (iii) independent valuation firms engaged by, or on behalf of, the Board will
conduct independent appraisals and review the Investment Advisers preliminary valuations and make their own independent assessment for (a) each portfolio investment that, when taken together with all other investments in the same
portfolio company, exceeds 10% of estimated total assets, plus available borrowings, as of the end of the most recently completed fiscal quarter, and (b) each portfolio investment that is presently in payment default; (iv) the Board will
discuss the valuations and determine the fair value of each investment in our portfolio in good faith based on the input of the Investment Adviser and, where appropriate, the respective independent valuation firm. The recommendation of fair value generally considers the following factors among others, as relevant: applicable market yields; the nature and
realizable value of any collateral; the portfolio companys ability to make payments; the portfolio companys earnings and discounted cash flow; the markets in which the issuer does business; and comparisons to publicly traded securities,
among others. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, the Company will
consider the pricing indicated by the external event to corroborate the valuation. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the investments may
differ significantly from the values that would have been used had a readily available market value existed for such investments, and the differences could be material. Investments are valued utilizing a market approach, an income approach, or both approaches, as appropriate. However, in accordance with ASC 820-10, certain investments that qualify as investment companies in accordance with ASC 946, may be valued using net asset value as a practical expedient for fair value. The market approach uses prices and other
relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). The income approach uses valuation approaches to convert future amounts (for example, cash flows or earnings) to a
single present amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. In following these approaches, the types of factors  95




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##### Table of Contents

SOLAR SENIOR CAPITAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) December 31, 2017 (in thousands, except share amounts)  that we may take into account in fair value pricing our investments include, as relevant: available current market data, including relevant and applicable market trading and transaction
comparables, applicable market yields and multiples, security covenants, call protection provisions, the nature and realizable value of any collateral, the portfolio companys ability to make payments, its earnings and discounted cash flows,
the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are public, M&A comparables, and enterprise values, among other factors. When available, broker quotations and/or quotations
provided by pricing services are considered as an input in the valuation process. For the fiscal year ended December 31, 2017, there has been no change to the Companys valuation approaches or techniques and the nature of the related
inputs considered in the valuation process. ASC Topic 820 classifies the inputs used to measure these fair values into the following
hierarchy: Level1: Quoted prices in active markets for identical assets or liabilities, accessible by the
Company at the measurement date. Level2: Quoted prices for similar assets or liabilities in active markets, or
quoted prices for identical or similar assets or liabilities in markets that are not active, or other observable inputs other than quoted prices. Level3: Unobservable inputs for the asset or liability. In all cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the
lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each investment. The
exercise of judgment is based in part on our knowledge of the asset class and our prior experience.  (c)
Gains or losses on investments are calculated by using the specific identification method.  (d)
The Company records dividend income and interest, adjusted for amortization of premium and accretion of discount, on an accrual basis. Loan origination fees, original issue discount, and market discounts are capitalized
and we amortize such amounts into income using the effective interest method or on a straight-line basis, as applicable. Upon the prepayment of a loan, any unamortized loan origination fees are recorded as interest income. We record call premiums on
loans repaid as interest income when we receive such amounts. Capital structuring fees, amendment fees, consent fees, and any other non-recurring fee income as well as management fee and other fee income for
services rendered, if any, are recorded as other income when earned.  (e)
The Company intends to comply with the applicable provisions of the Code pertaining to regulated investment companies to make distributions of taxable income sufficient to relieve it of substantially all U.S. federal
income taxes. The Company, at its discretion, may carry forward taxable income in excess of calendar year distributions and pay a 4% excise tax on this income. The Company will accrue excise tax on such estimated excess taxable income as
appropriate.  (f)
Book and tax basis differences relating to stockholder distributions and other permanent book and tax differences
are typically reclassified among the Companys capital accounts. In addition, the character  96




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SOLAR SENIOR CAPITAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) December 31, 2017 (in thousands, except share amounts)  of income and gains to be distributed is determined in accordance with income tax regulations that may differ from GAAP; accordingly at December 31, 2017, $128 was reclassified on our
balance sheet between accumulated net realized loss and paid-in capital in excess of par and $6 was reclassified on our balance sheet between distributions in excess of net investment income and paid-in capital in excess of par. Total earnings and net asset value are not affected.  (g)
Distributions to common stockholders are recorded as of the record date. The amount to be paid out as a distribution is determined by the Board. Net realized capital gains, if any, are generally distributed or deemed
distributed at least annually.  (h)
In accordance with Regulation S-X and ASC Topic 810Consolidation, the Company consolidates its interest in investment company subsidiaries, financing subsidiaries and
certain wholly-owned holding companies that serve to facilitate investment in portfolio companies. In addition, the Company may also consolidate any controlled operating companies substantially all of whose business consists of providing services to
the Company.  (i)
The accounting records of the Company are maintained in U.S. dollars. Any assets and liabilities denominated in foreign currencies are translated into U.S. dollars based on the rate of exchange of such currencies
against the U.S. dollar on the date of valuation. The Company will not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of
securities held. Such fluctuations would be included with the net unrealized gain or loss from investments. The Companys investments in foreign securities, if any, may involve certain risks, including without limitation: foreign exchange
restrictions, expropriation, taxation or other political, social or economic risks, all of which could affect the market and/or credit risk of the investment. In addition, changes in the relationship of foreign currencies to the U.S. dollar can
significantly affect the value of these investments in terms of U.S. dollars and therefore the earnings of the Company.  (j)
The Company has made an irrevocable election to apply the fair value option of accounting to its senior secured revolving credit facility (the Credit Facility), in accordance with ASC 825-10. The Company uses an independent third-party valuation firm to assist in measuring its fair value.  (k)
In accordance with ASC 835-30, the Company records origination and other expenses related to certain debt issuances, if any, as a direct deduction from the carrying amount of the
debt liability. These expenses are deferred and amortized using either the effective interest method or the straight-line method over the stated life. The straight-line method may be used on revolving facilities and when it approximates the
effective yield method.  (l)
The Company records expenses related to shelf registration statements and applicable equity offering costs as prepaid assets. These expenses are typically charged as a reduction of capital upon utilization, in
accordance with ASC 946-20-25. Certain subsequent costs are expensed per the AICPA Audit & Accounting Guide for Investment Companies.  (m)
Investments that are expected to pay regularly scheduled interest in cash are generally placed on non-accrual status when principal or interest cash payments are past due 30 days or more and/or when it is no longer probable that principal or interest cash payments will be collected. Such non-accrual investments are restored to accrual status if past due principal and interest are paid in cash, and in  97




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##### Table of Contents

SOLAR SENIOR CAPITAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) December 31, 2017 (in thousands, except share amounts)  managements judgment, are likely to continue timely payment of their remaining principal and interest obligations. Cash interest payments received on such investments may be recognized as
income or applied to principal depending on managements judgment.  (n)
The Company defines cash equivalents as securities that are readily convertible into known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in
interest rates. Generally, only securities with a maturity of three months or less would qualify, with limited exceptions. The Company believes that certain U.S. Treasury bills, repurchase agreements and other high-quality, short-term debt
securities would qualify as cash equivalents. Recent Accounting Pronouncements In October 2016, the U.S. Securities and Exchange Commission adopted new rules and amended rules (together, final rules) interned
to modernize the reporting and disclosure of information by registered investment companies. In part, the final rules amend Regulation S-X and require standardized, enhanced disclosure about derivatives in
investment company financial statements, as well as other amendments. The compliance date for the amendments to Regulation S-X was August 1, 2017. The Company has evaluated the impact that the adoption of
the amendments to Regulation S-X on its consolidated financial statements and disclosures and determined that the adoption of the amendments to Regulation S-X has not
had a material impact on its consolidated financial statements. In November 2016, FASB issued ASU
2016-18, Statement of Cash Flows, which will amend FASB ASC 230. The amendments in this Update require that a statement of cash flows explain the change during the period in the total of cash, cash
equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when
reconciling the beginning-of-period and end-of-period total amounts shown on the
statement of cash flows. The amendments in this Update apply to all entities that have restricted cash or restricted cash equivalents and are required to present a statement of cash flows under Topic 230. For public business entities, the amendments
are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company is evaluating the impact of ASU 2016-18 on its consolidated financial statements and disclosures. In December 2016, the FASB issued ASU
2016-19, Technical Corrections and Improvements. As part of this guidance, ASU 2016-19 amends FASB ASC 820 to clarify the difference between a valuation approach and a
valuation technique. The amendment also requires an entity to disclose when there has been a change in either or both a valuation approach and/or a valuation technique. ASU 2016-19 is effective on a
prospective basis for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016 on a prospective basis. The Company has evaluated the impact of ASU 2016-19 on its consolidated financial statements and disclosures and determined that the adoption of ASU 2016-19 has not had a material impact on its consolidated financial
statements. In March 2017, the FASB issued ASU 2017-08, Premium Amortization on Purchased
Callable Debt Securities, which will amend FASB ASC 310-20. The amendments in this Update shorten the amortization period for certain callable debt securities held at a premium, generally requiring the  98




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SOLAR SENIOR CAPITAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) December 31, 2017 (in thousands, except share amounts)  premium to be amortized to the earliest call date. For public business entities, the amendments are effective for fiscal years, and interim periods within those fiscal years, beginning after
December 15, 2018. Early adoption is permitted, including adoption in an interim period. The Company is evaluating the impact of ASU 2017-08 on its consolidated financial statements and disclosures. In May 2014, the FASB issued ASC 606, Revenue From Contracts With Customers, originally effective for public business entities with annual
reporting periods beginning after December 15, 2016. On August 12, 2015, the FASB issued an ASU, Revenue From Contracts With Customers (Topic 606): Deferral of the Effective Date, which deferred the effective date of ASC 606 for one year.
ASC 606 provides accounting guidance related to revenue from contracts with customers. For public business entities, ASC 606 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early
adoption is permitted, including adoption in an interim period. The Company is evaluating the impact of ASC 606 but does not currently believe that the application of ASC 606 will have a material impact on its consolidated financial statements and
disclosures. Note 3. Agreements Solar Senior has an Advisory Agreement with the Investment Adviser, under which the Investment Adviser manages the day-to-day operations of, and provides investment advisory services to, Solar Senior. For providing these services, the Investment Adviser receives a fee from Solar Senior,
consisting of two componentsa base management fee and a performance-based incentive fee. The base management fee is calculated at an annual rate of 1.00% of gross assets. For services rendered under the Advisory Agreement, the base management
fee is payable quarterly in arrears. The base management fee is calculated based on the average value of our gross assets at the end of the two most recently completed calendar quarters. Base management fees for any partial month or quarter will be
appropriately pro-rated. For purposes of computing the base management fee, gross assets exclude temporary assets acquired at the end of each fiscal quarter for purposes of preserving investment flexibility in
the next fiscal quarter. Temporary assets include, but are not limited to, U.S. treasury bills, other short-term U.S. government or government agency securities, repurchase agreements or cash borrowings. The performance-based incentive fee has two parts, as follows: one is calculated and payable quarterly in arrears based on our pre-incentive fee net investment income for the immediately preceding calendar quarter. For this purpose, pre-incentive fee net investment income means interest income,
dividend income and any other income (other than fees for providing managerial assistance) accrued during the calendar quarter, minus our operating expenses for the quarter (excluding the performance-based incentive fee). Pre-incentive fee net investment income includes, in the case of investments, if any, with a deferred interest feature (such as original issue discount, debt instruments with pay-in-kind interest and zero-coupon securities), accrued income that we have not yet received in cash. Pre-incentive fee net
investment income does not include any realized capital gains or losses or unrealized capital appreciation or depreciation. Pre-incentive fee net investment income, expressed as a rate of return on the value
of our net assets at the end of the immediately preceding calendar quarter, is compared to a hurdle of 1.75% per quarter (7.00% annualized). The Company pays the Investment Adviser a performance-based incentive fee with respect to pre-incentive fee net investment income for each calendar quarter as follows:  

no performance-based incentive fee in any calendar quarter in which our pre-incentive fee net investment income does not exceed the hurdle of 1.75%;  99




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SOLAR SENIOR CAPITAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) December 31, 2017 (in thousands, except share amounts)  

50% of pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that
exceeds the hurdle but is less than 2.9167% in any calendar quarter (11.67% annualized); and  

20% of the amount of pre-incentive fee net investment income, if any, that exceeds 2.9167% in any calendar quarter (11.67% annualized) will be payable to the Investment Adviser. The second part of the performance-based incentive fee is determined and payable in arrears as of the end of each calendar
year (or upon termination of the Investment Advisory Agreement, as of the termination date) and will equal 20% of the Companys cumulative realized capital gains less cumulative realized capital losses, unrealized capital depreciation
(unrealized depreciation on a gross investment-by-investment basis at the end of each calendar year) and all net capital gains upon which prior performance-based capital
gains incentive fee payments were previously made to the Investment Adviser. For financial statement purposes, the second part of the performance-based incentive fee is accrued based upon 20% of cumulative net realized gains and net unrealized
capital appreciation. No accrual was required for the fiscal years ended December 31, 2017, 2016 and 2015. For the fiscal years
ended December 31, 2017, 2016 and 2015, the Company recognized $3,861, $3,385 and $3,458, respectively, in gross base management fees and $1,083, $1,560 and $740, respectively, in gross performance-based incentive fees. For the fiscal years
ended December 31, 2017, 2016 and 2015, $1,962, $797 and $0, respectively, of such base management fees were waived. For the fiscal years ended December 31, 2017, 2016 and 2015, $709, $1,205 and $740, respectively, of such
performance-based incentive fees were waived. For the quarterly periods ended September 30, 2016 to June 30, 2017 (the Waiver Period), the Investment Adviser had agreed to voluntarily waive a portion or all of the
performance-based incentive fees, and to the extent necessary a portion or all of the base management fees, that the Investment Adviser would otherwise be entitled to receive pursuant to our investment advisory and management agreement with the
Investment Adviser to the extent required in order for the Company to earn net investment income (exclusive of costs related to the expansion, extension and/or amendments of our credit facilities), as determined in accordance with GAAP, sufficient
to maintain the Companys current level of distributions. A portion or all of the voluntary fee waivers made during the Waiver Period were made at the Investment Advisers discretion and are subject to recapture by the Investment Adviser
and reimbursement by the Company through June 30, 2018 to the extent GAAP net investment income equals or exceeds the current level of distributions, among other conditions. As of June 30, 2017, which was the end of the waiver period, the total
amount of fees waived that are subject to possible recoupment quarterly through June 30, 2018 was $3,067. The amount to be waived or recaptured was determined after the end of each quarter during the Waiver Period, with such amounts accrued on
a quarterly basis. For the fiscal years ended December 31, 2017, 2016 and 2015, there were no fees recaptured by the Investment Adviser. The voluntary fee waivers for the three months ended September 30, 2017 and December 31, 2017
were made at the Investment Advisers discretion and are subject to recapture by the Investment Adviser and reimbursement by the company under the conditions noted below. The voluntary fee waivers for the three and nine months ended
September 30, 2016 were made at the Investment Advisers discretion and were subject to recapture by the Investment Adviser and reimbursement by the Company if net investment income during and/or for fiscal 2016 equaled or exceeded
distributions declared in fiscal 2016, among other conditions. The voluntary fee waiver for the fiscal year ended December 31, 2015 was made at the Investment Advisers discretion and was not subject to recapture by the Investment Adviser
or reimbursement by the Company. No fees will be recouped by the Investment Adviser if (i) for the period in which recoupment occurs, the ratio of operating expenses to average  100




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SOLAR SENIOR CAPITAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) December 31, 2017 (in thousands, except share amounts)  net assets, when considering the reimbursement, exceeds the same ratio for the period in which the waiver occurred; (ii) for the period in which recoupment occurs, the annualized
distribution rate cannot fall below the annualized distribution rate for the period in which the waiver occurred; and (iii) recoupment can only occur within three years from the date of the waiver. The table below presents a summary of fees
waived that may be subject to recoupment:  Three Months
Ended

ManagementandPerformance-Based IncentiveFees Waived


Management andPerformance-BasedIncentive FeesRecouped


UnreimbursedManagementandPerformance-BasedIncentive Fees


Ratio ofOperatingExpense toAverageNet Assetsfor thePeriod(1)


AnnualizedDistributionRate for thePeriod(2)


Eligiblefor RecoupmentThroughSeptember 30, 2016

$
518


$



$
518



0.32
%


8.41
%

June 30, 2018December 31, 2016


871







871



0.28
%


8.40
%

June 30, 2018March 31, 2017


864







864



0.31
%


8.39
%

June 30, 2018June 30, 2017


814







814



0.31
%


8.39
%

June 30, 2018September 30, 2017


712







712



0.32
%


8.40
%

June 30, 2019December 31, 2017


281







281



0.33
%


8.39
%

September 30, 2019Total

$
4,060


$



$
4,060  1)
Operating expense includes all expenses borne by the Company, except for organizational and offering costs, base management fees, performance-based incentive fees and interest expense. (2)
Annualized distribution rate equals the annualized rate of distributions paid to shareholders based on the amount of the distributions declared prior to the date that the waivers of expenses related to management and
performance-based incentive fees were incurred. Solar Senior has also entered into an Administration Agreement with Solar
Capital Management, LLC (the Administrator) under which the Administrator provides administrative services for Solar Senior. For providing these services, facilities and personnel, Solar Senior reimburses the Administrator for Solar
Seniors allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the Administration Agreement, including rent. The Administrator will also provide, on Solar Seniors behalf,
managerial assistance to those portfolio companies to which Solar Senior is required to provide such assistance. The Company typically reimburses the Administrator on a quarterly basis. For the fiscal years ended December 31, 2017, 2016 and 2015, the Company recognized expenses under the Administration Agreement of
$1,554, $1,245 and $1,130, respectively. No managerial assistance fees were accrued or collected for the fiscal years ended December 31, 2017, 2016 and 2015. Note 4. Net Asset Value Per Share At December 31, 2017, the Companys total net assets and net asset value per share were $270,131 and $16.84, respectively. This
compares to total net assets and net asset value per share at December 31, 2016 of $269,145 and $16.80, respectively.  101




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SOLAR SENIOR CAPITAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) December 31, 2017 (in thousands, except share amounts)  Note 5. Earnings Per Share The following table sets forth the computation of basic and diluted net increase in net assets per share resulting from operations, pursuant to
ASC 260-10, for the years ended December 31, 2017, 2016 and 2015:  Year endedDecember 31,2017


Year endedDecember 31,2016


Year endedDecember 31,2015Earnings per share (basic & diluted)Numeratornet increase in net assets resulting from operations:

$
23,386


$
24,252


$
1,047Denominatorweighted average shares:


16,031,303



12,869,937



11,533,315Earnings per share:

$
1.46


$
1.88


$
0.09 Note 6. Fair Value Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. GAAP establishes a framework for measuring fair value that includes a hierarchy used to classify the inputs used in measuring fair value. The hierarchy prioritizes the inputs to valuation techniques used
to measure fair value into three levels. The level in the fair value hierarchy within which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement. The levels of the fair
value hierarchy are as follows: Level1. Financial assets and liabilities whose values are based on
unadjusted quoted prices for identical assets or liabilities in an active market that the Company has the ability to access. Level2. Financial assets and liabilities whose values are based on quoted prices in markets that are not
active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability. Level 2 inputs include the following:  a)
Quoted prices for similar assets or liabilities in active markets;  b)
Quoted prices for identical or similar assets or liabilities in non-active markets;  c)
Pricing models whose inputs are observable for substantially the full term of the asset or liability; and  d)
Pricing models whose inputs are derived principally from or corroborated by observable market data through correlation or other means for substantially the full term of the asset or liability. Level3.Financial assets and liabilities whose values are based on prices or valuation techniques that require
inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect managements and, if applicable, an independent third-party valuation firms own assumptions about the assumptions a market
participant would use in pricing the asset or liability. When the inputs used to measure fair value fall within different levels of the
hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement in its entirety. For example, a Level 3 fair value measurement may include inputs
that are observable (Levels 1 and 2) and unobservable (Level 3).  102




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SOLAR SENIOR CAPITAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) December 31, 2017 (in thousands, except share amounts)  Gains and losses for assets and liabilities categorized within the Level 3 table below
may include changes in fair value that are attributable to both observable inputs (Levels 1 and 2) and unobservable inputs (Level 3). A review of fair value hierarchy classifications is conducted on a quarterly basis. Changes in the observability of valuation inputs may
result in a reclassification for certain financial assets or liabilities. Such reclassifications are reported as transfers in/out of the appropriate category as of the end of the quarter in which the reclassifications occur. The following tables present the balances of assets and liabilities measured at fair value on a recurring basis, as of December 31, 2017
and December 31, 2016: Fair Value Measurements As of December 31, 2017  Level 1


Level 2


Level 3


Measuredat NetAssetValue*


TotalAssets:Bank Debt/Senior Secured Loans

$



$
21,439


$
264,650


$



$
286,089Common Equity/Equity Interests/Warrants










86,157



35,835



121,992Total Investments

$



$
21,439


$
350,807


$
35,835


$
408,081Liabilities:Credit Facility

$



$



$
124,200


$



$
124,200  *
In accordance with ASC 820-10, certain investments that are measured using the net asset value per share (or its equivalent) as a practical expedient for fair value have not been
classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Consolidated Statements of Assets and Liabilities. The portfolio
investment in this category is FLLP. See Note 11 for more information on this investment, including its investment strategy and the Companys unfunded equity commitment to FLLP. This investment is is not redeemable by the Company absent an
election by the members of the entity to liquidate all investments and distribute the proceeds to the members.  103




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SOLAR SENIOR CAPITAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) December 31, 2017 (in thousands, except share amounts)  Fair Value Measurements As of December 31, 2016  Level 1


Level 2


Level 3


Measuredat NetAssetValue*


TotalAssets:Bank Debt/Senior Secured Loans

$



$
40,888


$
250,268


$



$
291,156Common Equity/Equity Interests










35,568



38,810



74,378Total Investments

$



$
40,888


$
285,836


$
38,810


$
365,534Liabilities:Credit Facility

$



$



$
98,300


$



$
98,300  *
In accordance with ASC 820-10, certain investments that are measured using the net asset value per share (or its equivalent) as a practical expedient for fair value have not been
classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Consolidated Statements of Assets and Liabilities. The following table provides a summary of the changes in fair value of Level 3 assets and liabilities for the year
ended December 31, 2017, as well as the portion of gains or losses included in income attributable to unrealized gains or losses related to those assets and liabilities still held at December 31, 2017: Fair Value Measurements Using Level 3 Inputs  Bank Debt/SeniorSecured Loans


CommonEquity/EquityInterests/WarrantsFair value, December 31, 2016

$
250,268


$
35,568Total gains or losses included in earnings:Net realized gain (loss)


129



Net change in unrealized gain (loss)


3,436



(3,593
)Purchase of investment securities


132,045



54,182Proceeds from dispositions of investment securities


(137,054
)


Transfers in/out of Level 3


15,826



Fair value, December 31, 2017

$
264,650


$
86,157Unrealized gains (losses) for the period relating to those Level 3 assets that were still
held by the Company at the end of the period:Net change in unrealized gain (loss):

$
3,436


$
(3,593
) During the fiscal year ended December 31, 2017, Securus Technologies, Inc. and nThrive, Inc. were
transferred from Level 2 to Level 3. At June 30, 2017, the Investment Adviser believed that Securus Technologies, Inc. was likely going to be prepaid at par in the near future. As such, the Investment Adviser, in its recommendation to the
Board, provided that it was more representative of fair value to price the position at par, matching the price we would receive if the investment was prepaid. Securus Technologies, Inc. was repaid at par in the quarter ended December 31, 2017.
At March 31, 2017, the Investment Adviser also believed that nThrive,  104




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SOLAR SENIOR CAPITAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) December 31, 2017 (in thousands, except share amounts)  Inc. was likely going to be prepaid in the near future. As such, the Investment Adviser, in its recommendation to the Board, provided that it was more representative of fair value to price the
position at par, matching the price we would receive if the investment was prepaid. nThrive, Inc. was repaid in the quarter ended June 30, 2017. The following table shows a reconciliation of the beginning and ending balances for fair valued liabilities measured using significant
unobservable inputs (Level 3) for the year ended December 31, 2017:  Beginning fair value at December 31, 2016

$
98,300Borrowings


162,000Repayments


(136,100
)Transfers in/out of Level 3


Ending fair value at December 31, 2017

$
124,200 The Company has made an irrevocable election to apply the fair value option of accounting to the Credit
Facility, in accordance with ASC 825-10. On December 31, 2017, there were borrowings of $124,200 on the Credit Facility. For the year ended December 31, 2017, the Credit Facility had no net change in
unrealized (appreciation) depreciation. The Company used an independent third-party valuation firm to assist in measuring the fair value of the Credit Facility. The following table provides a summary of the changes in fair value of Level 3 assets and liabilities for the year ended
December 31, 2016, as well as the portion of gains or losses included in income attributable to unrealized gains or losses related to those assets and liabilities still held at December 31, 2016: Fair Value Measurements Using Level 3 Inputs  Bank Debt/SeniorSecured Loans


UnsecuredNotes


CommonEquity/EquityInterestsFair value, December 31, 2015

$
198,836


$
3,650


$
34,068Total gains or losses included in earnings:Net realized gain (loss)


6







Net change in unrealized gain (loss)


(1,812
)


(6
)


1,500Purchase of investment securities


136,331







Proceeds from dispositions of investment securities


(83,093
)


(3,644
)


Transfers in/out of Level 3










Fair value, December 31, 2016

$
250,268


$



$
35,568Unrealized gains (losses) for the period relating to those Level 3 assets that were still
held by the Company at the end of the period:Net change in unrealized gain (loss):

$
(2,857
)

$



$
1,500 During the year ended December 31, 2016, there were no transfers in and out of Levels 1 and 2.  105




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##### Table of Contents

SOLAR SENIOR CAPITAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) December 31, 2017 (in thousands, except share amounts)  The following table shows a reconciliation of the beginning and ending balances for fair
valued liabilities measured using significant unobservable inputs (Level 3) for the year ended December 31, 2016:  Beginning fair value at December 31, 2015

$
116,200Borrowings


136,800Repayments


(154,700
)Transfers in/out of Level 3


Ending fair value at December 31, 2016

$
98,300 The Company has made an irrevocable election to apply the fair value option of accounting to the Credit
Facility, in accordance with ASC 825-10. On December 31, 2016, there were borrowings of $98,300 on the Credit Facility. For the year ended December 31, 2016, the Credit Facility had no net change in
unrealized (appreciation) depreciation. The Company used an independent third-party valuation firm to assist in measuring the fair value of the Credit Facility. Quantitative Information about Level 3 Fair Value Measurements The Company typically determines the fair value of its performing debt investments utilizing a yield analysis. In a yield analysis, a price is
ascribed for each investment based upon an assessment of current and expected market yields for similar investments and risk profiles. Additional consideration is given to current contractual interest rates, relative maturities and other key terms
and risks associated with an investment. Among other factors, a significant determinant of risk is the amount of leverage used by the portfolio company relative to the total enterprise value of the company, and the rights and remedies of our
investment within each portfolio company. Significant unobservable quantitative inputs typically used in the fair value measurement of
the Companys Level 3 assets and liabilities primarily reflect current market yields, including indices, and readily available quotes from brokers, dealers, and pricing services as indicated by comparable assets and liabilities, as well as
enterprise values, returns on equity and earnings before income taxes, depreciation and amortization (EBITDA) multiples of similar companies, and comparable market transactions for equity securities. Quantitative information about the Companys Level 3 asset and liability fair value measurements as of December 31, 2017 is
summarized in the table below:  Asset orLiability

Fair Value atDecember 31,2017


Principal Valuation
Technique/Methodology

Unobservable Input

Range (WeightedAverage)Bank Debt / Senior Secured Loans

Asset

$
264,650


Yield Analysis

Market Yield

6.1%  21.6% (8.6%)Common Equity/Equity Interests/Warrants

Asset

$$
10786,050


Enterprise Value
Enterprise Value

EBITDA Multiple
Return on Equity

5.5x  16.0x (16.0x)5.9%  24.4% (13.4%)Credit Facility

Liability

$
124,200


Yield Analysis

Market Yield

L+1.4%  L+4.8%(L+2.0%)  106




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SOLAR SENIOR CAPITAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) December 31, 2017 (in thousands, except share amounts)  Significant increases or decreases in any of the above unobservable inputs in isolation,
including unobservable inputs used in deriving bid-ask spreads, if applicable, would result in a significantly lower or higher fair value measurement for such assets and liabilities. Quantitative information about the Companys Level 3 asset and liability fair value measurements as of December 31, 2016 is
summarized in the table below:  Asset orLiability

Fair Value atDecember 31,2016


Principal Valuation
Technique/Methodology

Unobservable Input

Range (WeightedAverage)Bank Debt / Senior Secured Loans

Asset

$
250,268


Yield Analysis

Market Yield

5.7% 37.3% (8.0%)Common Equity/Equity Interests

Asset

$$
6835,500


Enterprise Value
Enterprise Value

EBITDA Multiple
Return on Equity

9.3x 27.0x (27.0x)3.0% 21.7% (15.0%)Credit Facility

Liability

$
98,300


Yield Analysis

Market Yield

L+1.4% L+4.8%(L+2.0%) Significant increases or decreases in any of the above unobservable inputs in isolation, including
unobservable inputs used in deriving bid-ask spreads, if applicable, would result in a significantly lower or higher fair value measurement for such assets and liabilities. Note 7. Debt Senior Secured
Revolving Credit FacilityOn August 26, 2011, the Company established the SPV which entered into the Credit Facility with Citigroup Global Markets Inc. acting as administrative agent. On January 10, 2017, commitments to the Credit
Facility, as amended, were increased from $175,000 to $200,000 by utilizing the accordion feature. The commitment can also be expanded up to $600,000. The stated interest rate on the Credit Facility is LIBOR plus 2.00% with no LIBOR floor
requirement and the current final maturity date is June 30, 2020. The Credit Facility is secured by all of the assets held by the SPV. Under the terms of the Credit Facility, Solar Senior and the SPV, as applicable, have made certain customary
representations and warranties, and are required to comply with various covenants, including leverage restrictions, reporting requirements and other customary requirements for similar credit facilities. The Credit Facility also includes usual and
customary events of default for credit facilities of this nature. The Credit Facility was amended on November 7, 2012, June 30, 2014 and May 29, 2015 to extend maturities and add greater investment flexibility, among other changes. The Company has made an irrevocable election to apply the fair value option of accounting to the Credit Facility, in accordance with ASC 825-10. We believe accounting for the Credit Facility at fair value better aligns the measurement methodologies of assets and liabilities, which may mitigate certain earnings volatility. ASC 825-10 requires entities to display the fair value of the selected assets and liabilities on the face of the Consolidated Statements of Assets and Liabilities and changes in fair value of the Credit Facility are
reported in the Consolidated Statements of Operations. The average annualized interest cost for all borrowings for the year ended
December 31, 2017 and the year ended December 31, 2016 was 3.16% and 2.59%, respectively. These costs are exclusive of other credit facility expenses such as unused fees and fees paid to the back-up
servicer, if any. The maximum amount borrowed on the Credit Facility during the year ended December 31, 2017 and the year ended December 31, 2016, was $136,000 and $141,600, respectively.  107




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SOLAR SENIOR CAPITAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) December 31, 2017 (in thousands, except share amounts)  Note 8. Financial Highlights and Senior Securities Table The following is a schedule of financial highlights for the respective years:  Year endedDecember 31,2017


Year endedDecember 31,2016


Year endedDecember 31,2015


Year endedDecember 31,2014


Year endedDecember 31,2013Per Share Data: (a)Net asset value, beginning of year

$
16.80


$
16.33


$
17.65


$
18.04


$
18.33Net investment income


1.41



1.42



1.33



1.20



1.17Net realized and unrealized gain (loss)


0.04



0.50



(1.24
)


(0.18
)


(0.07
)Net increase (decrease) in net assets resulting from operations


1.45



1.92



0.09



1.02



1.10Distributions to stockholders (see note 9a):From net investment income


(1.41
)


(1.42
)


(1.41
)


(1.29
)


(1.20
)From other sources














(0.12
)**


(0.22
)**Anti-dilution


















0.05Offering costs and other






(0.03
)










(0.02
)Net asset value, end of year

$
16.84


$
16.80


$
16.33


$
17.65


$
18.04Per share market value, end of year

$
17.76


$
16.44


$
14.90


$
14.97


$
18.22Total Return(b)


17.11
%


20.70
%


8.90
%


(10.47
%)


5.39
%Net assets, end of year

$
270,131


$
269,145


$
188,304


$
203,519


$
208,017Shares outstanding, end of year


16,036,730



16,025,011



11,533,315



11,533,315



11,529,303Ratios to average net assets:Net investment income


8.39
%


8.68
%


7.63
%


6.69
%


6.46
%Operating expenses


2.12
%*


2.65
%*


2.92
%*


2.50
%*


2.46
%Interest and other credit facility expenses ***


1.43
%


1.56
%


2.08
%


1.52
%


0.62
%Total expenses


3.55
%*


4.21
%*


5.00
%*


4.02
%*


3.08
%Average debt outstanding

$
100,700


$
109,938


$
136,900


$
72,132


$
41,261Portfolio turnover ratio


41.4
%


38.4
%


34.0
%


47.5
%


56.8
%  (a)
Calculated using the average shares outstanding method. (b)
Total return is based on the change in market price per share during the year and takes into account any dividends, if any, reinvested in accordance with the dividend reinvestment plan. Total return does not include a
sales load. *
The ratio of operating expenses to average net assets and the ratio of total expenses to average net assets is shown net of a voluntary incentive fee waiver (see note 3). For the year ended December 31, 2017, the
ratios of operating expenses to average net assets and total expenses to average net assets would be 3.11% and 4.54%, respectively, without the voluntary management and incentive fee waivers. For the year ended December 31, 2016, the ratios of
operating expenses to average net assets and total expenses to average net assets would be 3.60% and 5.15%, respectively, without the voluntary management and incentive fee waivers. For the year ended December 31, 2015, the ratios of operating
expenses to average net assets and total expenses to average net assets would be 3.29% and 5.37%, respectively, without the voluntary incentive fee waiver. For the year ended December 31, 2014, the ratios of operating expenses to average net
assets and total expenses to average net assets would be 2.61% and 4.13%, respectively, without the voluntary incentive fee waiver. **
Represents tax return of capital. ***
Ratios shown without the non-recurring costs associated with the amendments of the Credit Facility would be 1.43%, 1.56%, 1.67%, 1.05% and 0.62%, respectively for the years shown.  108




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##### Table of Contents

SOLAR SENIOR CAPITAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) December 31, 2017 (in thousands, except share amounts)  Information about our senior securities is shown in the following table as of each year ended
December 31 since the Company commenced operations, unless otherwise noted. The  indicates information which the SEC expressly does not require to be disclosed for certain types of senior securities.  Class and Year

Total AmountOutstanding(1)


AssetCoveragePer Unit(2)


InvoluntaryLiquidatingPreferencePer Unit(3)


AverageMarket ValuePer Unit(4)Revolving Credit FacilityFiscal 2017

$
124,200


$
3,175


$




N/AFiscal 2016


98,300



3,738







N/AFiscal 2015


116,200



2,621







N/AFiscal 2014


143,200



2,421







N/AFiscal 2013


61,400



4,388







N/AFiscal 2012


39,100



5,453







N/AFiscal 2011


8,600



21,051







N/A  (1)
Total amount of each class of senior securities outstanding at the end of the period presented. (2)
The asset coverage ratio for a class of senior securities representing indebtedness is calculated as our consolidated total assets, less all liabilities and indebtedness not represented by senior securities, divided by
senior securities representing indebtedness. This asset coverage ratio is multiplied by one thousand to determine the Asset Coverage Per Unit. In order to determine the specific Asset Coverage Per Unit for each class of debt, the total Asset
Coverage Per Unit was divided based on the amount outstanding at the end of the period for each. As of December 31, 2017, asset coverage was 317.5%. (3)
The amount to which such class of senior security would be entitled upon the involuntary liquidation of the issuer in preference to any security junior to it. (4)
Not applicable, we do not have senior securities that are registered for public trading. Note 9(a). Income
Tax Information and Distributions to Stockholders The tax character of distributions for the fiscal years ended December 31,
2017, 2016 and 2015 were as follows:  2017


2016


2015Ordinary income

$
22,604



100.0
%

$
18,316



100.0
%

$
16,262



100.0
%Capital gains






0.0
%






0.0
%






0.0
%Return of capital






0.0
%






0.0
%






0.0
%Total distributions

$
22,604



100.0
%

$
18,316



100.0
%

$
16,262



100.0
%  109




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##### Table of Contents

SOLAR SENIOR CAPITAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) December 31, 2017 (in thousands, except share amounts)  As of December 31, 2017, 2016 and 2015 the total accumulated earnings (loss) on a tax
basis were as follows (1):  2017


2016


2015Undistributed ordinary income

$
640


$
1,595


$
Undistributed long-term net capital gains










Total undistributed net earnings


640



1,595



Other book/tax temporary differences


756



1,084



1,412Post-October capital losses










Capital loss carryforward


(6,565
)


(6,026
)


(6,187
)Net unrealized appreciation (depreciation) investments


(9,627
)


(10,676
)


(15,316
)Total tax accumulated earnings (loss)

$
(14,796
)

$
(14,023
)

$
(20,091
)  (1)
Tax information for the fiscal years ended December 31, 2017, 2016 and 2015 are/were estimates and are not final until the Company files its tax returns, typically in September each year. The Company recognizes in its consolidated financial statements the tax effect of a tax position when it is more likely than not, based on the
technical merits, that the position will be sustained upon examination. To the best of our knowledge, we did not have any uncertain tax positions that met the recognition or measurement criteria of ASC 740-10-25 nor did we have any unrecognized tax benefits as of the periods presented herein. Although we file federal and state tax returns, our major tax jurisdiction is federal. Our tax returns for each of
our federal tax years since 2014 remain subject to examination by the Internal Revenue Service and the state department of revenue. The capital loss carryforwards shown above do not expire.    $345, $161 and $2,879 of the capital
loss carryforwards were utilized during the fiscal years ended December 31, 2017, 2016 and 2015, respectively. Note 9(b). Other Tax Information
(unaudited) No distributions paid during the fiscal years ended December 31, 2017, 2016 or 2015 were eligible for qualified
dividend income treatment or were eligible for the 70% dividends received deduction for corporate stockholders. For the fiscal years ended December 31, 2017, 2016, and 2015, 95.53%, 99.34% and 99.09%, respectively, of each of the distributions
paid during the year represent interest-related dividends. For the fiscal years ended December 31, 2017, 2016 and 2015, none of the distributions represent short-term capital gains dividends. Note 10. Gemino Healthcare Finance, LLC We acquired Gemino Healthcare Finance, LLC (d/b/a Gemino Senior Secured Healthcare Finance) (Gemino) on September 30, 2013.
Gemino is a commercial finance company that originates, underwrites, and manages primarily secured, asset-based loans for small and mid-sized companies operating in the healthcare industry. Our initial
investment in Gemino was $32,839. The management team of Gemino co-invested in the transaction and continues to lead Gemino. Concurrent with the closing of the transaction, Gemino entered into a new, four-year, non-recourse,
$100,000 credit facility with non-affiliates, which was expandable to $150,000 under its accordion feature.  110




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SOLAR SENIOR CAPITAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) December 31, 2017 (in thousands, except share and per share amounts)  Effective March 31, 2014, the credit facility was expanded to $105,000 and again on June 27, 2014 to $110,000. On May 27, 2016, Gemino entered into a new $125,000 credit facility
which replaced the previously existing facility. The new facility has similar terms as compared to the previous facility and includes an accordion feature increase to $200,000 and has a maturity date of May 27, 2020. On December 31, 2013, we contributed our 32,839 units in Gemino to Gemino Senior Secured Healthcare LLC (Gemino Senior Secured
Healthcare). In exchange for this contribution, we received 19,839 units of equity interests and $13,000 in floating rate secured notes of Gemino Senior Secured Healthcare bearing interest at LIBOR plus 7.50%, maturing on December 31,
2018. However, our financial statements, including our schedule of investments, reflected our investments in Gemino Senior Secured Healthcare on a consolidated basis. On October 28, 2016, Gemino Senior Secured Healthcare was dissolved. As of
December 31, 2017, Geminos management team and Solar Senior own approximately 7% and 93% of the equity in Gemino, respectively. Gemino currently manages a highly diverse portfolio of directly-originated and underwritten senior-secured commitments. As of
December 31, 2017, the portfolio totaled approximately $176,332 of commitments, of which $106,620 were funded, on total assets of $110,584. As of December 31, 2016, the portfolio totaled approximately $186,360 of commitments, of which
$114,386 were funded, on total assets of $118,490. At December 31, 2017, the portfolio consisted of 29 issuers with an average balance of approximately $3,677 versus 35 issuers with an average balance of approximately $3,268 at
December 31, 2016. All of the commitments in Geminos portfolio are floating-rate, senior-secured, cash-pay loans. Geminos credit facility, which is
non-recourse to us, had approximately $75,000 and $83,000 of borrowings outstanding at December 31, 2017 and December 31, 2016, respectively. For the years ended December 31, 2017, 2016 and
2015, Gemino had net income of $3,571, $4,562 and $3,881, respectively, on gross income of $11,389, $13,274 and $12,374, respectively. Due to timing and non-cash items, there may be material differences
between GAAP net income and cash available for distributions. Geminos consolidated financial statements for the fiscal years ended December 31, 2017 and December 31, 2016 are attached as an exhibit to this annual report on Form 10-K. Note 11. Selected Quarterly Financial Data (unaudited)  Quarter Ended

InvestmentIncome


Net InvestmentIncome


Net Realized AndUnrealized Gain(Loss) on Assets


Net Increase InNet Assets FromOperationsTotal


PerShare


Total


PerShare


Total


PerShare


Total


PerShareDecember 31, 2017

$
9,047


$
0.56


$
5,653


$
0.35


$
582


$
0.04


$
6,235


$
0.39September 30, 2017


7,966



0.50



5,652



0.35



360



0.02



6,012



0.37June 30, 2017


7,658



0.48



5,651



0.35



(422
)


(0.02
)


5,229



0.33March 31, 2017


7,496



0.47



5,649



0.35



262



0.02



5,911



0.37December 31, 2016

$
7,164


$
0.45


$
5,649


$
0.35


$
346


$
0.02


$
5,995


$
0.37September 30, 2016


7,001



0.57



4,536



0.37



633



0.05



5,169



0.42June 30, 2016


6,681



0.58



4,066



0.35



608



0.06



4,674



0.41March 31, 2016


6,349



0.55



4,065



0.35



4,349



0.38



8,414



0.73  111




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SOLAR SENIOR CAPITAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) December 31, 2017 (in thousands, except share and per share amounts)  Note 12. Commitments and Contingencies The Company had unfunded debt and equity commitments to delayed draw and revolving loans, as well as to Gemino. The total amount of these
unfunded commitments as of December 31, 2017 and December 31, 2016 is $27,472 and $13,073, respectively, comprised of the following:  December 31,2017


December 31,2016VetCor Professional Practices LLC

$
6,721


$
Gemino Healthcare Finance, LLC*


5,000



5,000Alera Group Intermediate Holdings, Inc


4,695



3,860VT Buyer Acquisition Corp. (Veritext)


3,450



486MRI Software LLC


2,361



Engineering Solutions & Products, LLC


1,736



1,736PetVet Care Centers, LLC


1,627



MHE Intermediate Holdings, LLC


983



Ministry Brands, LLC


427



1,507The Hilb Group, LLC & Gencorp Insurance Group, Inc.


332



TwentyEighty, Inc


140



CIBT Holdings, Inc






484Total Commitments

$
27,472


$
13,073  *
The Company controls the funding of the Gemino commitment and may cancel it at its discretion. As of December 31, 2017 and December 31, 2016, the Company had sufficient cash available and/or liquid securities available to fund
its commitments as well as the commitments to FLLP disclosed in Note 13 and Solar Life Science Program LLC (LSJV) disclosed in Note 14. Note 13. First Lien Loan Program LLC On
September 10, 2014, the Company entered into a limited liability company agreement to create FLLP with Voya Investment Management LLC (Voya). Voya acts as the investment advisor for several wholly-owned insurance subsidiaries of
Voya Financial, Inc. (NYSE: VOYA). The joint venture vehicle, structured as an unconsolidated Delaware limited liability company, is expected to invest primarily in senior secured floating rate term loans to middle market companies predominantly
owned by private equity sponsors or entrepreneurs. Solar Senior and Voya have committed to provide $50,750 and $7,250, respectively, of capital to the joint venture. All portfolio decisions and generally all other decisions in respect of the FLLP
must be approved by an investment committee of the FLLP consisting of representatives of the Company and Voya (with approval from a representative of each required). On February 13, 2015, FLLP commenced operations. On February 13, 2015,
FLLP as transferor and FLLP 2015-1, LLC, a newly formed wholly owned subsidiary of FLLP, as borrower entered into a $75,000 senior secured revolving credit facility (the FLLP Facility) with Wells
Fargo Securities, LLC acting as administrative agent. Solar Senior Capital Ltd. acts as servicer under the FLLP Facility. The FLLP Facility was scheduled to mature on February 13, 2020. The FLLP Facility generally bears interest at a
rate of LIBOR plus a range of 2.25%-2.50%. FLLP and FLLP 2015-1, LLC, as applicable, have made certain customary representations and warranties, and are required to
comply with various covenants, including leverage restrictions, reporting requirements and other customary requirements for similar credit facilities. The FLLP Facility also includes usual and customary events of default for credit facilities of
this nature. On August 15,  112




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SOLAR SENIOR CAPITAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) December 31, 2017 (in thousands, except share and per share amounts)  2016, the FLLP Facility was amended, expanding commitments to $100,000 and extending the maturity date to August 16, 2021. There were $78,644 and $75,941 of borrowings outstanding as of
December 31, 2017 and December 31, 2016, respectively. As of December 31, 2017 and December 31, 2016, Solar Senior and Voya contributed combined equity capital in the amount of $42,811 and $47,071, respectively. Of the $42,811 of
contributed equity capital at December 31, 2017, the Company contributed $29,584 in the form of investments and $7,876 in the form of cash and Voya contributed $5,351 in the form of cash. As of December 31, 2017, Solar Senior and
Voyas remaining commitments totaled $13,290 and $1,899, respectively. The Company, along with Voya, controls the funding of FLLP and FLLP may not call the unfunded commitments without approval of both the Company and Voya. As of December 31, 2017 and December 31, 2016, FLLP had total assets of $121,791 and $122,225, respectively. For the same periods,
FLLPs portfolio consisted of first lien floating rate senior secured loans to 23 and 25 different borrowers, respectively. For the year ended December 31, 2017, FLLP invested $25,679 across 12 portfolio companies. For the year ended
December 31, 2016, FLLP invested $66,664 across 16 portfolio companies. Investments sold or prepaid totaled $29,607 for the year ended December 31, 2017 and $24,200 for the year ended December 31, 2016. At December 31, 2017 and
2016, the weighted average yield of FLLPs portfolio was 7.3% and 6.6%, respectively, measured at fair value and 7.2% and 6.5%, respectively, measured at cost. FLLPs consolidated financial statements for the fiscal years ended
December 31, 2017 and December 31, 2016 are attached as an exhibit to this annual report on Form 10-K.  113




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SOLAR SENIOR CAPITAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) December 31, 2017 (in thousands, except share and per share amounts)  FLLP Portfolio as of December 31, 2017  Description

Industry

SpreadAboveIndex(1)


LIBORFloor


InterestRate(2)


MaturityDate


ParAmount


Cost


FairValue(3)1A Smart Start LLC(4)

Electronic Equipment, Instruments & Components


L+475



1.00
%


6.44
%


2/21/22


$
7,840


$
7,787


$
7,820Alera Group Intermediate Holdings, Inc.(4)

Insurance


L+550



1.00
%


6.85
%


12/30/22



4,279



4,241



4,257Anesthesia Consulting & Management, LP(4)

Health Care Providers & Services


L+625



1.00
%


7.94
%


10/31/22



4,530



4,493



4,258Capstone Logistics Acquisition, Inc.(4)

Professional Services


L+450



1.00
%


6.07
%


10/7/21



5,284



5,252



5,231Confie Seguros Holding II Co.(4)

Insurance


L+525



1.00
%


6.73
%


4/19/22



5,445



5,401



5,450Edgewood Partners Holdings, LLC (Epic)

Insurance


L+475



1.00
%


6.14
%


9/8/24



4,467



4,447



4,444Empower Payments Acquisition, Inc. (RevSpring)(4)

Professional Services


L+550



1.00
%


7.19
%


11/30/23



4,579



4,499



4,579Falmouth Group Holdings Corp. (AMPAC)(4)

Chemicals


L+675



1.00
%


8.44
%


12/14/21



5,018



5,018



5,018Island Medical Management Holdings, LLC(4)

Health Care Providers & Services


L+550



1.00
%


7.00
%


9/1/22



4,570



4,528



4,432Kellermeyer Bergensons Services, LLC (KBS)(4)

Commercial Services & Supplies


L+500



1.00
%


6.48
%


10/29/21



4,415



4,381



4,415Metamorph US 3, LLC (Metalogix)(4)

Software


L+750
(5)


1.00
%


9.07
%


12/1/20



3,976



3,922



2,903Ministry Brands, LLC(4)

Software


L+500



1.00
%


6.38
%


12/2/22



4,818



4,777



4,818National Spine and Pain Centers, LLC

Health Care Providers & Services


L+450



1.00
%


6.19
%


6/2/24



2,985



2,971



2,963Pet Holdings ULC & Pet Supermarket, Inc.

Specialty Retail


L+550



1.00
%


6.84
%


7/5/22



5,111



5,050



5,086PSP Group, LLC (Pet Supplies Plus)(4)

Specialty Retail


L+475



1.00
%


6.32
%


4/6/21



5,298



5,269



5,298QBS Holding Company, Inc. (Quorum)(4)

Software


L+475



1.00
%


6.13
%


8/7/21



3,263



3,243



3,238Salient Partners, L.P.(4)

Asset Management


L+850



1.00
%


9.85
%


6/9/21



4,806



4,745



4,806Sarnova HC, LLC

Trading Companies and Distributors


L+475



1.00
%


6.32
%


1/28/22



4,913



4,877



4,913Suburban Broadband, LLC (Jab Wireless, Inc.) (4)

Wireless Telecommunication Services


L+650
(6)


1.00
%


8.19
%


3/26/19



8,067



8,007



8,067Telular Corporation

Wireless Telecommunication Services


L+425



1.25
%


5.94
%


6/24/19



5,743



5,729



5,728The Hilb Group, LLC & Gencorp Insurance Group, Inc.(4)

Insurance


L+475



1.00
%


6.44
%


6/24/21



4,519



4,459



4,519VT Buyer Acquisition Corp. (Veritext)(4)

Professional Services


L+475



1.00
%


6.44
%


1/29/22



5,926



5,901



5,897Wirb-Copernicus Group, Inc.(4)

Professional Services


L+500



1.00
%


6.69
%


8/15/22



5,928



5,882



5,928$
114,879


$
114,068  (1)
Floating rate instruments accrue interest at a predetermined spread relative to an index, typically the LIBOR or PRIME rate. These instruments are typically subject to a LIBOR or PRIME rate floor. (2)
Floating rate debt investments typically bear interest at a rate determined by reference to either the London Interbank Offered Rate (LIBOR or L) index rate or the prime index rate (PRIME or
P), and which typically reset monthly, quarterly or semi-annually. For each debt investment we have provided the current interest rate in effect as of December 31, 2017.  114




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SOLAR SENIOR CAPITAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) December 31, 2017 (in thousands, except share and per share amounts)  (3)
Represents the fair value in accordance with ASC Topic 820. The determination of such fair value is not included in the Boards valuation process described elsewhere herein. (4)
The Company also holds this security on its Consolidated Statements of Assets and Liabilities. (5)
Spread is 5.50% Cash / 2.0% PIK. (6)
Spread is 4.50% Cash / 2.0% PIK.  115




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##### Table of Contents

SOLAR SENIOR CAPITAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) December 31, 2017 (in thousands, except share and per share amounts)  FLLP Portfolio as of December 31, 2016  Description

Industry

SpreadAboveIndex(1)


LIBORFloor


InterestRate(2)


MaturityDate


ParAmount


Cost


FairValue(3)1A Smart Start LLC

Electronic Equipment, Instruments & Components


L+475



1.00
%


5.75
%


2/21/22


$
7,920


$
7,855


$
7,920Alera Group Intermediate Holdings, Inc.(4)

Insurance


L+550



1.00
%


6.50
%


12/30/22



3,456



3,422



3,422Anesthesia Consulting & Management, LP(4)

Health Care Providers & Services


L+500



1.00
%


6.00
%


10/31/22



5,000



4,951



4,950Capstone Logistics Acquisition, Inc.(4)

Professional Services


L+450



1.00
%


5.50
%


10/7/21



5,361



5,320



5,308CIBT Holdings, Inc.(4)

Professional Services


L+525



1.00
%


6.25
%


6/28/22



2,620



2,596



2,594Confie Seguros Holding II Co.(4)

Insurance


L+475



1.00
%


5.75
%


4/19/22



5,500



5,447



5,537DB Datacenter Holdings, Inc.(4)

IT Services


L+475



1.00
%


5.75
%


7/13/21



5,500



5,450



5,417Empower Payments Acquisition, Inc. (RevSpring)(4)

Professional Services


L+550



1.00
%


6.50
%


11/30/23



4,625



4,533



4,532Falmouth Group Holdings Corp. (AMPAC)(4)

Chemicals


L+675



1.00
%


7.75
%


12/14/21



5,486



5,486



5,486Kellermeyer Bergensons Services, LLC (KBS)(4)

Commercial Services & Supplies


L+500



1.00
%


6.00
%


10/29/21



2,438



2,419



2,389MedRisk, LLC

Health Care Providers & Services


L+525



1.00
%


6.25
%


3/1/23



3,970



3,934



3,970Metamorph US 3, LLC (Metalogix)(4)

Software


L+650



1.00
%


7.50
%


12/1/20



4,000



3,928



2,860Ministry Brands, LLC(4)

Software


L+500



1.00
%


6.00
%


12/2/22



2,746



2,719



2,719Pearl Merger Sub, LLC (PetVet)(4)

Health Care Facilities


L+475



1.00
%


5.75
%


12/17/20



5,390



5,313



5,329Pet Holdings ULC & Pet Supermarket, Inc.

Specialty Retail


L+550



1.00
%


6.50
%


7/5/22



4,538



4,474



4,481PSP Group, LLC (Pet Supplies Plus)(4)

Specialty Retail


L+475



1.00
%


5.75
%


4/6/21



5,353



5,315



5,327QBS Holding Company, Inc. (Quorum)(4)

Software


L+475



1.00
%


5.75
%


8/7/21



3,430



3,404



3,293Salient Partners, L.P.(4)

Asset Management


L+850



1.00
%


9.50
%


6/9/21



5,154



5,073



5,025Sarnova HC, LLC

Trading Companies and Distributors


L+475



1.00
%


5.75
%


1/28/22



4,963



4,919



4,962Suburban Broadband, LLC (Jab Wireless, Inc.) (4)

Wireless Telecommunication Services


L+450



1.00
%


5.50
%


3/26/19



8,168



8,060



8,086Telular Corporation

Wireless Telecommunication Services


L+425



1.25
%


5.50
%


6/24/19



5,063



5,047



5,051The Hilb Group, LLC & Gencorp Insurance Group, Inc.(4)

Insurance


L+500



1.00
%


6.00
%


6/24/21



3,814



3,747



3,776Tronair Parent Inc.

Aerospace & Defense


L+475



1.00
%


5.75
%


9/8/23



4,988



4,939



4,963VT Buyer Acquisition Corp. (Veritext)(4)

Professional Services


L+500



1.00
%


6.00
%


1/29/22



4,481



4,443



4,459Wirb-Copernicus Group, Inc.

Professional Services


L+500



1.00
%


6.00
%


8/12/22



5,486



5,434



5,431$
118,228


$
117,287  (1)
Floating rate instruments accrue interest at a predetermined spread relative to an index, typically the LIBOR or PRIME rate. These instruments are typically subject to a LIBOR or PRIME rate floor. (2)
Floating rate debt investments typically bear interest at a rate determined by reference to either the London Interbank Offered Rate (LIBOR or L) index rate or the prime index rate (PRIME or
P), and which typically reset monthly, quarterly or semi-annually. For each debt investment we have provided the current interest rate in effect as of December 31, 2016.  116




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SOLAR SENIOR CAPITAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) December 31, 2017 (in thousands, except share and per share amounts)  (3)
Represents the fair value in accordance with ASC Topic 820. The determination of such fair value is not included in the Boards valuation process described elsewhere herein. (4)
The Company also holds this security on its Consolidated Statements of Assets and Liabilities. Below is certain summarized financial information for FLLP as of December 31, 2017 and December 31, 2016 and for the years ended
December 31, 2017 and December 31, 2016 as well as for the period from February 13, 2015 (commencement of operations) through December 31, 2015:  December 31,2017


December 31,2016Selected Balance Sheet Information for FLLP:Investments at fair value (cost $114,879 and $118,228, respectively)

$
114,068


$
117,287Cash and other assets.


7,723



4,938Total assets

$
121,791


$
122,225Debt outstanding

$
78,644


$
75,941Distributions payable


1,180



981Interest payable and other credit facility related expenses


843



708Accrued expenses and other payables


170



241Total liabilities

$
80,837


$
77,871Members equity

$
40,954


$
44,354Total liabilities and members equity

$
121,791


$
122,225  Year endedDecember 31, 2017


Year endedDecember 31, 2016


For the PeriodFebruary 13, 2015(commencement ofoperations) throughDecember 31, 2015Selected Income Statement Information for FLLP:Interest income

$
8,431


$
6,344


$
3,115Service fees*

$
79


$
66


$
32Interest and other credit facility expenses


3,043



3,076**



2,227**Other general and administrative expenses


111



178



142Total expenses


3,233



3,320



2,401Net investment income

$
5,198


$
3,024


$
714Realized gain on investments


81



59



Net change in unrealized gain (loss) on investments


131



65



(1,007
)Net realized and unrealized gain (loss) on investments


212



124



(1,007
)Net income (loss)

$
5,410


$
3,148


$
(293
)  117




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##### Table of Contents

SOLAR SENIOR CAPITAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) December 31, 2017 (in thousands, except share and per share amounts)   *
Service fees are included within the Companys Consolidated Statements of Operations as other income. **
FLLP made an irrevocable election to apply the fair value option of accounting to the FLLP Facility, in accordance with ASC 825-10. As such, all expenses related to the
establishment of and amendments to the FLLP Facility were expensed during the periods shown. For the year ended December 31, 2016 and the period February 13, 2015 through December 31, 2015, these amounts totaled $836 and $1,316,
respectively. Note 14. Solar Life Science Program LLC On February 22, 2017, the Company and Solar Capital Ltd. formed LSJV with an affiliate of Deerfield Management. The Company committed
$75,000 to LSJV. As of December 31, 2017, LSJV has not commenced operations. Note 15. NorthMill LLC We acquired 100% of the equity interests of North Mill Capital LLC (NMC) on October 20, 2017. NMC is a leading asset-backed
lending commercial finance company that provides senior secured asset-backed financings to U.S. based small-to-medium-sized
businesses primarily in the manufacturing, services and distribution industries. We invested approximately $51,000 to effect the transaction. Subsequently, the Company contributed 1% of its equity interest in NMC to ESP SSC Corporation. Immediately
thereafter, the Company and ESP SSC Corporation contributed their equity interests to NorthMill LLC (NorthMill). The Company and ESP SSC Corporation own 99% and 1% of the equity interests of NorthMill, respectively. The management team
of NMC continues to lead NMC. NorthMill currently manages a highly diverse portfolio of directly-originated and underwritten
senior-secured commitments. As of December 31, 2017, the portfolio totaled approximately $283,461 of commitments, of which $151,604 were funded, on total assets of $176,354. At December 31, 2017, the portfolio consisted of 92 issuers
with an average balance of approximately $1,600. NMC has a senior credit facility with a bank lending group for $135,000 which expires on October 20, 2020. Borrowings are secured by substantially all of NMCs assets. NMCs credit
facility, which is non-recourse to us, had approximately $116,574 of borrowings outstanding at December 31, 2017. For the period October 20, 2017 through December 31, 2017, NorthMill had net
income of $372 on gross income of $3,097. Due to timing and non-cash items, there may be material differences between GAAP net income and cash available for distributions. As such, and subject to fluctuations
in NorthMills funded commitments, the timing of originations, and the repayments of financings, the Company cannot guarantee that NorthMill will be able to maintain consistent dividend payments to us. NorthMills consolidated financial
statements for the year ended December 31, 2017 are attached as an exhibit to this annual report on Form 10-K.  118




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##### Table of Contents

SOLAR SENIOR CAPITAL LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) December 31, 2017 (in thousands, except share and per share amounts)  Note 16. Capital Share Transactions As of December 31, 2017 and December 31, 2016, 200,000,000 shares of $0.01 par value capital stock were authorized. Transactions in capital stock were as follows:  Shares


AmountYear endedDecember 31, 2017


Year endedDecember 31, 2016


Year endedDecember 31, 2017


Year endedDecember 31, 2016Shares sold (less offering costs)






4,490,152


$



$
74,879Shares issued in reinvestment of distributions


11,719



1,544



204



26Net increase


11,719



4,491,696


$
204


$
74,905 Note 17. Subsequent Events The Company has evaluated the need for disclosures and/or adjustments resulting from subsequent events through the date the consolidated
financial statements were issued. On January 5, 2018, our board of directors declared a monthly dividend of $0.1175 per share
payable on January 31, 2018 to holders of record as of January 18, 2018. On February 7, 2018, our board of directors
declared a monthly dividend of $0.1175 per share payable on March 1, 2018 to holders of record as of February 22, 2018. On
February 22, 2018, our board of directors declared a monthly dividend of $0.1175 per share payable on April 3, 2018 to holders of record as of March 22, 2018.  119




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Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.  Item 9A.
Controls and Procedures (a) Evaluation of Disclosure
Controls and Procedures As of December 31, 2017 (the end of the period covered by this report), we, including our Chief
Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the 1934 Act). Based on that
evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed in our
periodic SEC filings is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well
designed and operated can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of such possible controls and
procedures. (b) Managements Report on Internal Control Over Financial Reporting Managements Report on Internal Control Over Financial Reporting, which appears in Item 8 of this
Form 10-K, is incorporated by reference herein. (c) Attestation Report of the
Independent Registered Public Accounting Firm Our independent registered public accounting firm, KPMG LLP, has issued an
attestation report on the Companys internal control over financial reporting, which is set forth above under the heading Report of Independent Registered Public Accounting Firm in Item 8. (d) Changes in Internal Controls Over Financial Reporting Management has not identified any change in the Companys internal control over financial reporting that occurred during the fourth fiscal
quarter of 2017 that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting.  Item 9B.
Other Information None.  120




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##### Table of Contents

PART III We will file a definitive Proxy Statement for our 2018 Annual Meeting of Stockholders with the SEC, pursuant to Regulation 14A, not later than
120 days after the end of our fiscal year. Accordingly, certain information required by Part III has been omitted under General Instruction G(3) to Form 10-K. Only those sections of our definitive Proxy
Statement that specifically address the items set forth herein are incorporated by reference.  Item 10.
Directors, Executive Officers and Corporate Governance The
information required by Item 10 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2018 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission within 120 days following the
end of our fiscal year.  Item 11.
Executive Compensation The information required by
Item 11 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2018 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission within 120 days following the end of our fiscal year.  Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by Item 12 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2018 Annual
Meeting of Stockholders, to be filed with the Securities and Exchange Commission within 120 days following the end of our fiscal year.  Item 13.
Certain Relationships and Related Transactions, and Director Independence The information required by Item 13 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2018 Annual
Meeting of Stockholders, to be filed with the Securities and Exchange Commission within 120 days following the end of our fiscal year.  Item 14.
Principal Accounting Fees and Services The information
required by Item 14 is hereby incorporated by reference from our definitive Proxy Statement relating to our 2018 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission within 120 days following the end of our
fiscal year.  121




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##### Table of Contents

PART IV  Item 15.
Exhibits, Financial Statement Schedules a. Documents
Filed as Part of this Report The following reports and consolidated financial statements are set forth in Item 8:  Managements Report on Internal Control over Financial
Reporting


81Report of Independent Registered Public Accounting Firm


82Consolidated Statements of Assets 
& Liabilities as of December 31, 2017 and December 31, 2016


84Consolidated Statements of Operations for the years ended December 
31, 2017, 2016 and 2015


85Consolidated Statements of Changes in Net Assets for the years ended December 31,
 2017, 2016 and 2015


86Consolidated Statements of Cash Flows for the years ended December 
31, 2017, 2016 and 2015


87Consolidated Schedules of Investments as of December 
31, 2017 and December 31, 2016


88Notes to Consolidated Financial Statements


94 b. Exhibits The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC:  Exhibit
Number

Description3.1

Articles of Amendment and Restatement(1)3.2

Amended and Restated Bylaws(1)4.1

Form of Common Stock Certificate(1)10.1

Dividend Reinvestment Plan(1)10.2

First Amended and Restated Investment Advisory and Management Agreement by and between Registrant and Solar Capital Partners, LLC (7)10.3

Form of Custody Agreement(4)10.4

Amended and Restated Administration Agreement by and between Registrant and Solar Capital Management, LLC(4)10.5

Form of Indemnification Agreement by and between Registrant and each of its directors(1)10.6

Trademark License Agreement by and between Registrant and Solar Capital Partners, LLC(1)10.7

Form of Share Purchase Agreement by and between Registrant and Solar Senior Capital Investors, LLC(1)10.8

Form of Amendment No. 1 to Share Purchase Agreement by and between Registrant and Solar Senior Capital Investors, LLC(2)10.9

Form of Contribution Agreement, dated as of August 
26, 2011, by and between SUNS SPV LLC, as the contributee, and Solar Senior Capital Ltd., as the contributor(3)10.10

Form of Loan and Servicing Agreement, dated as of August 26, 2011 (as amended through May 
29, 2015), by and among the Registrant, as the servicer and the transferor, SUNS SPV LLC, as the borrower, each of the conduit lenders from time to time party thereto, each of the liquidity banks from time to time party thereto, each of the lender agents
 from time to time party thereto, Citibank, N.A., as the administrative agent and collateral agent, and Wells Fargo Bank, N.A., as the account bank, the backup servicer and the collateral custodian(5)  122




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##### Table of Contents

10.11

Fourth Amendment to the Loan and Servicing Agreement, dated as of May 
29, 2015 by and among the Registrant, as the transferor and the servicer, SUNS SPV LLC, as the borrower, Citibank, N.A., as the administrative agent and collateral agent, each of the conduit lenders from time to time party thereto, each of the lender agents
from time to time party thereto, each of the liquidity banks from time to time party thereto, each of the institutional lenders from time to time party thereto, and Wells Fargo Bank, N.A., as the account bank, the collateral custodian and the backup
servicer(5)10.12

Form of Limited Liability Company Agreement, dated as of September 
10, 2014, by and among the Registrant, Voya Retirement Insurance and Annuity Company, ReliaStar Life Insurance Company, and Voya Insurance and Annuity Company, by and through Voya Investment Management LLC, as agent and investment manager(6)10.13

Form of Solar Life Science Program LLC Limited Liability Company Agreement, dated as of February 
22, 2017, by and between Solar Capital Ltd., Solar Senior Capital Ltd. and Deerfield Solar Holdings LLC(9)11.1

Computation of Per Share Earnings*14.1

Code of Ethics(8)14.2

Code of Business Conduct(4)21.1

Subsidiaries of Solar Senior Capital Ltd.*31.1

Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.*31.2

Certification of Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.*32.1

Certification of Chief Executive Officer pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.*32.2

Certification of Chief Financial Officer pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.*99.1

Gemino Healthcare Finance, LLC and Subsidiary Consolidated Financial Statements year ended December 31, 2017*99.2

First Lien Loan Program LLC Consolidated Financial Statements year ended December 31, 2017*99.3

NorthMill LLC Consolidated Financial Statements year ended December 31, 2017*  (1)
Previously filed in connection with Solar Senior Capital Ltd.s registration statement on Form N-2 (File No. 333-171330) filed on
February 14, 2011. (2)
Previously filed in connection with Solar Senior Capital Ltd.s report on Form 10-K filed on February 22, 2012. (3)
Previously filed in connection with Solar Senior Capital Ltd.s report on Form 8-K filed on August 31, 2011. (4)
Previously filed in connection with Solar Senior Capital Ltd.s report on Form 10-K filed on February 25, 2014. (5)
Previously filed in connection with Solar Senior Capital Ltd.s report on Form 10-Q filed on August 4, 2015. (6)
Previously filed in connection with Solar Senior Capital Ltd.s report on Form 10-Q filed on November 4, 2014. (7)
Previously filed in connection with Solar Senior Capital Ltd.s report on Form 10-Q filed on August 2, 2016. (8)
Previously filed in connection with Solar Senior Capital Ltd.s report on Form 10-K filed on February 22, 2017. (9)
Previously filed in connection with Solar Senior Capital Ltd.s report on Form 10-Q filed on May 2, 2017. *
Filed herewith.  123




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##### Table of Contents

c. Consolidated Financial Statement Schedules Separate Financial Statements of Subsidiaries Not Consolidated: Consolidated Financial Statements for Gemino Healthcare Finance, LLC and Subsidiary year ended December 31, 2017 and December 31,
2016 are attached as Exhibit 99.1 hereto. Consolidated Financial Statements for First Lien Loan Program LLC year ended December 31, 2017 and December 31, 2016 are attached as Exhibit 99.2 hereto. Consolidated Financial Statements for
NorthMill LLC period ended December 31, 2017 are attached as Exhibit 99.3 hereto.  Item 16.
Form 10-K Summary None.  124




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##### Table of Contents

SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.  SOLAR SENIOR CAPITAL LTD.By:

/S/    MICHAEL S.
GROSSMichael S. Gross
Chief Executive Officer, President, Chairman of the Board and Director
Date: February 22, 2018 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacity and on the dates indicated.  Date

Signature

TitleFebruary 22, 2018

/S/    MICHAEL S. GROSS
Michael S. Gross

Chief Executive Officer, President, Chairman of the Board and Director (Principal Executive Officer)February 22, 2018

/S/    STEVEN HOCHBERG
Steven Hochberg

DirectorFebruary 22, 2018

/S/    DAVID S. WACHTER
David S. Wachter

DirectorFebruary 22, 2018

/S/    LEONARD A. POTTER
Leonard A. Potter

DirectorFebruary 22, 2018

/S/    BRUCE SPOHLER
Bruce Spohler

Chief Operating Officer and DirectorFebruary 22, 2018

/S/    RICHARD L.
PETEKA Richard L. Peteka

Chief Financial Officer (Principal Financial Officer) and Secretary  125