efc10-798_sc13g.htm


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

 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. )*
 
SOLAR CAPITAL LTD.
(Name of Issuer)
 
Common Stock, $0.01 par value per share
(Title of Class of Securities)
 
 83413U100
(CUSIP Number)
 
November 22, 2010
(Date of Event which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
[  ]           Rule 13d-1(b)
 
[X]           Rule 13d-1(c)
 
[   ]           Rule 13d-1(d)
 
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

Continued on following pages
Page 1 of 10 Pages
 
 
 
 

 
SCHEDULE 13G
     
CUSIP No.:  16115Q308
  
Page 2 of 10 Pages

 
1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
SAB CAPITAL ADVISORS, L.L.C.
2.
Check the Appropriate Box if a Member of a Group
 
(a) [   ]
(b) [   ]
3.
SEC Use Only
 
4.
Citizenship or Place of Organization
 
Delaware
 
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
 
5.
Sole Voting Power
- 0 -
6.
Shared Voting Power
1,800,000
7.
Sole Dispositive Power
- 0 -
8.
Shared Dispositive Power
1,800,000
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,800,000
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
[  ]
11.
Percent of Class Represented by Amount in Row (9)
 
5.1%
12.
Type of Reporting Person:
 
OO

 
 
 
 
SCHEDULE 13G
     
CUSIP No.:  16115Q308
  
Page 3 of 10 Pages

1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
SAB CAPITAL MANAGEMENT, L.P.
2.
Check the Appropriate Box if a Member of a Group
 
(a) [   ]
(b) [   ]
3.
SEC Use Only
 
4.
Citizenship or Place of Organization
 
Delaware
 
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
 
5.
Sole Voting Power
- 0 -
6.
Shared Voting Power
1,800,000
7.
Sole Dispositive Power
- 0 -
8.
Shared Dispositive Power
1,800,000
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,800,000
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
[  ]
11.
Percent of Class Represented by Amount in Row (9)
 
5.1%
12.
Type of Reporting Person:
 
PN

 
 
 
 
SCHEDULE 13G
     
CUSIP No.:  16115Q308
  
Page 4 of 10 Pages

1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
SAB CAPITAL MANAGEMENT, L.L.C.
2.
Check the Appropriate Box if a Member of a Group
 
(a) [   ]
(b) [   ]
3.
SEC Use Only
 
4.
Citizenship or Place of Organization
 
Delaware
 
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
 
5.
Sole Voting Power
- 0 -
6.
Shared Voting Power
1,800,000
7.
Sole Dispositive Power
- 0 -
8.
Shared Dispositive Power
1,800,000
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,800,000
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
[  ]
11.
Percent of Class Represented by Amount in Row (9)
 
5.1%
12.
Type of Reporting Person:
 
OO

 
 
 
 
SCHEDULE 13G
     
CUSIP No.:  16115Q308
  
Page 5 of 10 Pages

1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
SCOTT A. BOMMER
2.
Check the Appropriate Box if a Member of a Group
 
(a) [   ]
(b) [   ]
3.
SEC Use Only
 
4.
Citizenship or Place of Organization
 
United States of America
 
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
 
5.
Sole Voting Power
- 0 -
6.
Shared Voting Power
1,800,000
7.
Sole Dispositive Power
- 0 -
8.
Shared Dispositive Power
1,800,000
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
1,800,000
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
[  ]
11.
Percent of Class Represented by Amount in Row (9)
 
5.1%
12.
Type of Reporting Person:
 
IN

 
 
 
 
Page 6 of 10 Pages
 
Item1 (a). 
Name of Issuer:
 
Solar Capital Ltd.
 
Item 1(b). 
Address of Issuer’s Principal Executive Offices:
 
500 Park Avenue, 5th Floor, New York, NY  10022

Item 2(a). 
Name of Person Filing:

This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
 
 
i) 
SAB Capital Advisors, L.L.C. (the “General Partner”);

 
ii) 
SAB Capital Management, L.P. (the “Investment Manager”);

 
iii) 
SAB Capital Management, L.L.C. (the “IMGP”); and

 
iv) 
Scott A. Bommer (“Mr. Bommer”).

This Statement relates to Shares (as defined herein) held for the accounts of each of SAB Capital Partners, L.P. ("SAB") and the SAB Overseas Master Fund, L.P. (the "Master Fund").  The General Partner serves as the general partner of each of SAB and the Master Fund. The Investment Manager serves as the investment manager of each of SAB and the Master Fund.  The IMGP serves as the general partner of the Investment Manager.  Mr. Bommer serves as the managing member of each of the General Partner and IMGP.

Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

Item 2(b). 
Address of Principal Business Office or, if None, Residence:

The address of the principal business office of each of the Reporting Persons is 767 Fifth Avenue, 21st Floor, New York, New York 10153.

Item 2(c). 
Citizenship:
 
 
i) 
The General Partner is a Delaware limited liability company;

 
ii) 
The Investment Manager is a Delaware limited partnership;

 
 
 
 
Page 7 of 10 Pages
 
 
iii) 
The IMGP is a Delaware limited liability company; and

 
iv) 
Mr. Bommer is a citizen of the United States of America.

Item 2(d). 
Title of Class of Securities:
 
Common Stock, $0.01 par value per share (the “Shares”)
 
Item 2(e). 
CUSIP Number:
 
83413U100

Item 3. 
If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
Check Whether the Person Filing is a:
 
This Item 3 is not applicable.
 
Item 4. 
Ownership:
 
Item 4(a) 
Amount Beneficially Owned
 
As of December 1, 2010, each of the General Partner, Investment Manager, IMGP and Mr. Bommer may be deemed to be the beneficial owner of 1,800,000 Shares, which amount includes A) 1,050,000 Shares held for the account of SAB; and B) 750,000 Shares held for the account of the Master Fund.

Item 4(b) 
Percent of Class:

As of December 1, 2010, the General Partner, the Investment Manager, the IMGP and Mr. Bommer may be deemed to be the beneficial owner of approximately 5.1% of the ­­­­35,185,844 total Shares outstanding (based upon information provided by the issuer in its most recently filed report on Form 10-Q filed on November 2, 2010, reflecting 33,270,844 Shares outstanding as of November 2, 2010, and an additional 1,915,000 Shares issued in a private placement transaction, as reflected in the Form 8-K filed on November 22, 2010).
 
Item 4(c) 
Number of Shares of which such person has:
 
 
 
 
 
Page 8 of 10 Pages
 
The General Partner, Investment Manager, IMGP and Mr. Bommer:
(i) Sole power to vote or direct the vote:
0
(ii) Shared power to vote or direct the vote:
1,800,000
(iii) Sole power to dispose or direct the disposition of:
0
(iv) Shared power to dispose or direct the disposition of:
1,800,000
 
 
Item 5. 
Ownership of Five Percent or Less of a Class:
 
This Item 5 is not applicable.
 
Item 6. 
Ownership of More than Five Percent on Behalf of Another Person:
 
This Item 6 is not applicable.
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:

This Item 7 is not applicable
 
Item 8. 
Identification and Classification of Members of the Group:
 
See disclosure in Item 2 hereof.
 
Item 9. 
Notice of Dissolution of Group:
 
This Item 9 is not applicable.
 
Item 10.
Certification:
 
By signing below each of the Reporting Persons certifies that, to the best of their knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
 
 
 
 
Page 9 of 10 Pages
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
 
 
Date: December 1, 2010
    
  /s/ Brian Jackelow  
 
Brian Jackelow, attorney-in-fact for Scott A. Bommer, individually and (a) as managing member of SAB Capital Advisors, L.L.C., for itself and as the general partner of (i) SAB Capital Partners, L.P.; and (ii) SAB Overseas Master Fund, L.P.; and (b) as managing member of SAB Capital Management, L.L.C., for itself and as the general partner of SAB Capital Management, L.P.
  
 
 
 
 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Page 10 of 10 Pages

 
 
EXHIBIT 1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENT, that I, Scott A. Bommer, hereby make, constitute and appoint each of Michael Casey, Brian Jackelow and Alessandro De Giorgis, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as managing member of or in other capacities with SAB Capital Advisors, L.L.C., a Delaware limited liability company, and each of its affiliates or entities advised or controlled by me or SAB Capital Advisors, L.L.C., all documents, certificates, instruments, statements, filings and agreements (“documents”) to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities, futures contracts or other investments, and any other documents relating or ancillary thereto, including, without limitation, all documents relating to filings with the United States Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (the “Act”), and the rules and regulations promulgated thereunder, including, without limitation: (1) all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act, including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 13d-1(k), and (c) any initial statements of, or statements of changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act.

All past acts of these attorneys-in-fact in furtherance of the foregoing are hereby ratified and confirmed.

This Power of Attorney shall remain in effect until revoked, in writing, by the undersigned.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney, this 9th day of August 2006.
 
 
    /s/ Scott A. Bommer
    Scott A. Bommer