UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________

Form 8-K
_____________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event Reported): December 18, 2019  

Solar Capital Ltd.
(Exact Name of Registrant as Specified in Charter)

(212) 993-1670
(Registrant's telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company [   ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [   ]

Securities registered pursuant to Section 12(b) of the Act:

Item 1.01. Entry into a Material Definitive Agreement.

On December, 18, 2019, Solar Capital Ltd. (the “Company”) entered into a Third Supplement to Note Purchase Agreement, dated as of December 18, 2019 (the “Supplement”), to that certain Note Purchase Agreement dated as of November 8, 2016 (the “NPA”). Pursuant to the Supplement, on December 18, 2019, the Company issued to certain institutional investors, in a private placement, $200 million in aggregate principal amount of unsecured notes comprised of (i) $125 million aggregate principal amount of five-year, 4.2% Series 2016D unsecured notes, Tranche A, due December 15, 2024, and (ii) $75 million aggregate principal amount of seven-year, 4.375% Series 2016D unsecured notes, Tranche B, due December 15, 2026 (together, the “Series 2016D Notes”), as an additional series of notes under the NPA. Except as set forth in the Supplement, the Series 2016D Notes have the same terms as the Series 2016A, Series 2016B and Series 2016C notes that were previously issued pursuant to the NPA, and the first supplement and second supplement thereto, respectively. Interest on the Series 2016D Notes will be payable semi-annually on June 15 and December 15 in each year, commencing June 15, 2020. The NPA also contains customary terms and conditions for unsecured notes issued in a private placement.

Item 9.01. Financial Statements and Exhibits.

(a) Not applicable.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.