Good day, ladies and gentlemen, and welcome to the First Quarter 2012 Solar Capital Ltd. Earnings Conference Call. My name is Stephanie, and I'll be your coordinator for today. [Operator Instructions] As a reminder, this conference is being recorded for replay purposes. I would now like to turn the presentation over to Mr. Michael Gross, Chairman and CEO of Solar Capital. Please proceed.

Thank you, and good morning. Welcome to Solar Capital Ltd.'s earnings call for the first quarter ended March 31, 2012. I'm joined here today by Bruce Spohler, our Chief Operating Officer; and Nick Radesca, our Chief Financial Officer. Nick, before we begin, would you please start off by covering the webcast and forward-looking statements?

Of course. Thanks, Michael. I'd like to remind everyone that today's call and webcast are being recorded. Please note that they are the property of Solar Capital Ltd., and that any unauthorized broadcast in any form are strictly prohibited. This conference call is being webcast on our website, www.solarcapltd.com. A replay of this call will be made available on our website later today. I'd also like to call your attention to the customary disclosures in our press release regarding forward-looking information. Statements made in today's conference call and webcast may constitute forward-looking statements, which relate to future events or future performance or financial condition. These statements are not guarantees of our future performance, condition or results and involve a number of risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in our filings with the SEC. Solar Capital Ltd. undertakes no duty to update any forward-looking statements made herein unless required to do so by law. To obtain the copies of our latest SEC filings, please visit our website or call us at (212) 993-1670. At this time, I'd like to turn the call back to our Chairman and CEO, Michael Gross.

Thank you, Nick. Liquid high yield and bank loan market technicals improved throughout much of the first quarter, continuing the momentum that we witnessed at the end of 2011. Healthy corporate earnings and encouraging U.S. economic data bolstered investor confidence, which increased the demand for higher yielding investments. Record inflows help drive the first quarter [indiscernible] returns up 5%. Similarly, the liquid senior loan market return more than 3% for the quarter. Our net asset value per share of $22.68 at the end of the quarter represents a 3% increase from year-end. The portfolio generated net investment income per share of $0.58, continuing our positive earnings momentum. The fair value weighted average mark on the credit portfolio was approximately 95% at March 31, compared to approximately 94% at the end of 2011. At March 31, 99.5% of our debt portfolio is performing, and we are very encouraged by the financial performance of our underlying portfolio companies. We continue to believe strongly that realizable value of our portfolio is north of $24.50 per share. In the less liquid middle market loan segment, new platform creation during the quarter was seasonally low. Typically, M&A activity billed during the first quarter [indiscernible] value new acquisition targets and refinancing alternative post the holiday break. This year, that trend was particularly evident. SMP's first quarter volume of middle market LBO transactions was down approximately 30% from the fourth quarter levels, while sponsored loan issuance was essentially flat to the prior quarter. During the first quarter, we originated over $60 million par value of new investments in 5 existing portfolio companies. Financing add-on acquisitions accounted for the majority of our origination activity. Our pipeline increased in the second half of the first quarter and has continued to strengthen in the second quarter to date. As you…

Thanks, Michael. Solar Capital's net asset value or NAV at the end of the first quarter was $830.1 million or $22.68 per share, an increase of 3% from $22.02 per share at December 31, 2011. Our investment portfolio had a fair market value of approximately $1 billion on March 31, 2012. Change in portfolio value for the quarter resulted from redemptions in sales that exceeded origination in addition to an increase in the fair value of our investments. For the first quarter, gross investment income totaled $36.3 million, a 12.4% increase over $32.3 million for the first quarter of 2011 due to higher interest income on a larger average investment portfolio in 2012 and higher income related to loan repayments. Net investment income for the first quarter was $21.1 million or $0.58 per share versus $19.2 million in the first quarter of 2011 or $0.53 per share. This represents a 9.9% increase compared to the first quarter of 2011, driven primarily by increased investment income partially offset by higher expenses. Sequentially, the first quarter was up from the fourth quarter 2011 net investment income of $20.7 million or $0.57 per share. Net realized and unrealized gains totaled $25.1 million for the first quarter, driven by an increase in the fair value of our portfolio during the period due to improved market conditions and realizations above prior period marks. This improvement was a continuation of the fair value improvements experienced in the fourth quarter 2011, for which net realized and unrealized gains totaled $31.2 million. As of March 31, investable capital was in excess of $1.35 billion with approximately $350 million available for new investments. As of March 31, 99.5% of our debt portfolio is performing with one asset on nonaccrual, which has a fair value of $4.4 million. The weighted average investment risk rating of our total portfolio has remained steady at approximately 2, measured at a fair market value at the end of the first quarter, based on our 1 to 4 risk rating scale, with 1 representing the least amount of risk. At this time, I'd like to turn the call over to our Chief Operating Officer, Bruce Spohler.

Thank you, Nick. Let me start by giving an overview of our portfolio. At quarter's end, the fair market value of our investment portfolio was approximately $1 billion. The fair value weighted averaged yield on our income-producing investments was approximately 14.3%, consistent with the 14.2% yield at the end of Q4. As of 3/31, our portfolio consisted of 41% senior secured debt, 52% subordinated debt and 7% co-invest equities. We had investments in 34 portfolio companies operating across 20 industries. I'll now take a moment to provide a little color on our Q1 investment activity. During the first quarter, we received approximately $106 million of repayments, all at or above par and all at or above our prior quarter's marks. We experienced full redemptions from 2 of our remaining 2007 vintage credit assets. Our $19 million par value investment in Magnolia was redeemed in conjunction with the company's refinancing, and our $27 million PIK investment in AMC Theatres was also redeemed. In addition, our investments in Roundy's, Vanpool and Shoes For Crews were also repaid in full. These assets continue to demonstrate the pull to par scenario, which we expect in our current portfolio as investments are repaid. In addition to our payments, we actively sold shares of NXP, generating $8.5 million in proceeds. NXP share price nearly doubled during the first quarter and we were able to sell into this strength. Despite having sold nearly half of our remaining position, the 3/31 value of our remaining NXP position is approximately similar to the 12/31 fair value that we held. We will continue to sell these shares opportunistically and recycle the proceeds into income-producing investments. We also received approximately $21 million from the sale of our equity investment in National Specialty Alloys to Reliance Steel. We had originally invested $10…

Thank you, Bruce. As we move into the second quarter of 2012, the level of activity in the middle market-sponsored community has increased, and we expect this trend to continue. We continue to see an uptick in requests for refinancings and add-on acquisitions for sponsors' existing portfolio companies as well as new LBO activity. The longer term structure inefficiencies in middle market direct lending to private companies continue to persist, creating new, attractive opportunities. We are actively pursuing those transactions, which we find the most compelling. As long-term veterans in the leverage finance industry, we understand the importance of being patient investors and maintaining our investment discipline. We continue to invest in recession-resilient, stable companies that can generate cash flow and reduce leverage throughout an economic cycle. Our sourcing efforts have been successful in the first month of the second quarter. Currently, net investment portfolio growth in Q2 exceeds 10% based on existing commitments and the lack of visibility on any redemptions. In conclusion, we believe that the realizable value of our portfolio exceeds $24 per share as our debt investments with an average mark of 95% pull to par. We are focused on continuing to recycle equity investments at or above recent marks and rotating our lower yielding credit assets into higher yielding investments. We are encouraged by the forward calendar and improved level of the activity as well as the continued healthy fundamentals of our portfolio companies. At 11:00 this morning, we'll be hosting an earnings call for Q1 2012 operations for Solar Senior Capital or SUNS. Our ability to provide senior secured financing through this vehicle enhances our origination team's ability to meet our clients' capital needs. We are seeing benefits of this value proposition in Solar's Capital deal flow. Thank you for your time. Operator, please open up the line for questions.

[Operator Instructions] Your first question comes from the line of Arren Cyganovich with Evercore.

If you guys could talk a little bit about your investment pipeline and basically what the mix of it is in terms of capital structure and the yields associated with those new investments. And then I guess finally, just the -- your confidence seems pretty high that these will close in the second quarter.

Yes, our confidence is high. The nature of the investments, as Michael mentioned in Q1, the activity, I think, broadly in the marketplace as well as for Solar, really focused on refinancings and add-on acquisitions to existing portfolio companies held by sponsors. I think as you look into Q2, you'll see an increasing portion, broadly speaking, across the market as well as for Solar in terms of new LBO platform creations in addition to add-on acquisitions and refinancing. So I think the mix is broadening out as we head into Q2, and we're seeing that in our pipeline, not only expanding the opportunities but allowing us to be that much more selective and drive marginally better terms. I think pricing had drifted a little bit in Q1. As you know, historically, mezzanine pricing doesn't really move much beyond the 12% to 14% band, and so I think deal activity picks up. Given the lack of real, meaningful capital creation, you're finding that terms are moving back slightly towards lenders. And so I would say pricing is probably all-in yields in the middle of that range on mezzanine, and that's what I would say.

Okay, that's helpful. And then I guess, lastly, the -- your yield expanded a bit, and I think you touched on this in your comments a little bit from some lower yielding. What's the opportunity there to sustain the yields at the current levels?

I think that we will see some continued rotation out of some lower yielding investments, be they equities or just low-yielding credit investments that will help mitigate any yield compression that we see at the asset level. But by and large, we like where our assets are priced.

Your next question comes from the line of John Stilmar with SunTrust.

Just really quickly, you guys have chosen in the first quarter to really concentrate your investments in some of your existing portfolio companies. Can you talk to whether that's a conscious reflection of activity at the portfolio level, or is it just really your evolution and comfort with the credit, or is it really a third issue, which might be the opportunity where in those credits you've developed a certain franchise value and so you know the credits and it gives you the opportunity. I'm just wondering if you could kind of lay out sort of how deal activity is starting to form and then how that process informs you guys to lead to making those types of investments?

Yes. I think -- not to dodge the question, but the answer is kind of all of the above. But to step back, I think we like nothing better than to invest in companies that we've invested in over the years. So the ones you're alluding to, whether it's MidCap, we started the investment at $25 million. And as we got more compliment, it grew -- we've grown it to where it is today. Same thing is true of Asurion, and the same is true at ViaWest. These companies are growing companies in need of capital. And if we can continue to invest on attractive terms, that's what we like to do. Another example of that is -- in our portfolio is Earthbound Farms that we upsize that investment after being on it a year as well some time ago.

Okay. And then in terms of -- with these existing sponsors or at least sponsor penetration, is there any statistic or is it more just qualitative, at least in terms of sponsor penetration, with regards to kind of improving deal flow and deal activity and looks in terms of what you guys are seeing in the marketplace today?

I would say, the sponsor penetration as you may recall coming out of the crisis, John, only increased as -- both because I think there were people exiting the sector in their ability to hold a liquid credit asset. But importantly, the long-term relationships, the permanent nature of our capital and the partnership approach that we bring to bear was a real differentiator as sponsors looked for long-term partners rather than fast capital to finance their transactions. I think, additionally, our penetration is increased by virtue of the fact that we created Solar Seniors. Michael referenced the ability to offer the mid-market senior bank capital solution is very compelling to the sponsor. There's a real dearth of providers there beyond a couple of key lenders, and that's an important capital need. So I think the ability to go to market benefits Solar Capital by virtue of increasing our deal flow with the sponsored community as they look to us for both senior and junior capital.

Your next question comes from the line of Joel Houck with Wells Fargo.

A couple questions. One, regarding new investment activities you alluded to kind of a ramp coming in portfolio growth in Q2. What's your comfort level around not only just kind of current returns, but long-term IRRs, as we see the portfolio growing? And I guess the second question is, you guys, obviously, are running at relatively low leverage levels. What should we look for as the year plays out in terms of getting into more of your credit facilities and actually kind of optimizing, if you will, the BDC structure in terms of the bottom line ROE?

Sure. I think on the new assets, again, as you know, it's a mixed question in terms of where we're doing stretch first or secondly and/or mezzanine. The yields move within a band there. It depends on where you are in the cycle at any given point in the year based upon what deal flow looks like and who has the leverage push pricing, 25, 50 basis points one way or the other. But generally speaking, I would tell you that things -- yields have been stable. And importantly, what -- 2 weeks does not make a trend. The last couple of weeks, given this increased deal flow, broadly speaking it feels as if pricing and tightening of documents are moving in the lenders' favor rather than the issuers. So we obviously hope that will continue. But I think, importantly, as somebody else mentioned earlier, the recycling of some of the lower yielding investments contributes additional NII upside as we look at the yield across the whole portfolio.

And as far as to optimize our capital structure, our target secure debt-to-equity ratio has always been about 0.65x. We failed at getting there so far. At quarter end, we have about 350 of available capacity. If you read into what types of portfolio growth, that will -- it will add a significant portion of that. And I think we expect to get the optimized balance sheet some time this calendar year. It's hard to predict when. Obviously, it has a function of what we get in repayments, which at this point we don't think to be very much. But we are targeting that kind of growth at least until we find the attractive investments.

Okay. And then maybe I guess lastly, obviously, the stated credit quality is pretty good. What do you -- maybe kind of give us a sense on a real-time basis what you're seeing at the portfolio company level, because from where we sit there's a lot of conflicting economic data. Obviously, the U.S. is in much stronger position than Europe. But what's kind of your outlook for the balance of the year in terms of performance of portfolio companies?

I would say that we're hearing from the various management teams across the portfolios, both a pretty good window in terms of the mindset. And I think the management teams are cautiously optimistic. One of the headwinds that the teams faced last year was that they had increasing input costs. And I think at the moment, while most would argue that they are at high absolute levels, people feel that they can budget around them so long as there's not a continued movement. So I think whether it's food inputs, oil inputs, people feel that there's some sense of stability. And so if anything, we're seeing nice free cash flow, not a lot of growth, but people are cautiously optimistic. We continue to be somewhat defensive and continue to not underwrite growth, but rather stability and nice free cash flow generation.

Your next question comes from the line of Mickey Schleien with Ladenburg.

I just wanted to make sure I understand the recapitalization of DS Waters. On a pro forma basis, are we going to see this $30 million second lien note on your schedule of investments, and the $125 million PIK note replaced by an equal amount of preferred, is that right?

That's exactly right. And that is what is on our schedule of investments as of year-end.

Okay. And the new preferred -- the preferred is also PIK, right?

Correct.

Okay. And did you receive any common equity in all of this?

Yes. As part of this -- just to step back, we took our investment, which was [indiscernible] subordinated debt, which had a risk exposure from 3.2x debt-to-EBITDA to 6x, which had a PIK dividend. And we moved that to the holding company as well, changed it to preferred so that we can get the most favorable treatment at the operating company for the refinancing. And along with that, our group of investors got 55% in common equity and most importantly we got control of the board and the company.

Just as a point of clarification, the $30 million second lien remains $30 million of second lien.

Right. And so we'll see that -- we'll see the preferred and we're going to see some portion of common equity in the company as well?

Yes.

Okay. And can you give us a sense of the scope of amount of common equity you have in DS Waters?

The group receives 55% of the common equity. We're the largest piece of that.

All right. You mentioned that so far in the quarter, net portfolio growth is running at 10%. Is that a quarter-to-quarter number or year-over-year?

Quarter-to-quarter. In Q1, 3/31 of this year versus to date.

To date. Okay. That's very good. And can you give us a breakdown of the portfolio roughly of how much is fixed versus floating rate?

I would say it's roughly 70% fixed.

All right. And my last question is, any update on the status of DirectBuy that you can offer us?

There is nothing really new. It's going through the restructuring process. The acquisition has a $5 million [ph] market value for us. And we expect, upon restructuring, that value to go up somewhat. We do not [indiscernible] back on an investment, but that will take some time throughout the calendar year to get them.

And at the operating level, the business feels to have shown some stability albeit at lower levels than we had originally underwritten. So I think as the housing sector, unemployment goes, so will DirectBuy. And they're starting to see some stability there. So Michael's point, we don't expect this to yield par, but we think there's upside beyond where this is marked.

Okay, fair enough. And just a quick follow-on. Any sense of the timeline on DS Waters in terms of the ultimate exit or whatever else you're kind of stirring in that deal?

Yes, I think there was obviously a lot on management's plate the first part of this year between the recapitalization as well as continuing to drive good performance on a fundamental basis, and last but clearly not least, the acquisition of the coffee business. So we think the plan is to let them do what they do best, which is run the business and integrate coffee over the next couple of quarters. But now that we control our monetization, it's something that we'll be actively investigating as the year unfolds.

[Operator Instructions] Your next question comes from the line of Greg Mason, Stifel Nicolaus.

I want to talk a little bit about capital-raising activities. First on the debt side, can you talk about your opportunity now that you have an investment grade rating to potentially change the interest rate you're paying on your large city revolving facility? And then also, how do you look at some of the new debt opportunities that's been out there for BDCs, convertible debt, retail baby bonds, versus your credit facility?

Good question. We do expect to take advantage of our investment grade rating and frankly some activity that's taken place in lending markets to BDCs. Typically, a few of our competitors have already redone their facilities and haven't seen a price down fairly substantially. We expect to do that some time in the near term as well and reduce our cost from the L [LIBOR] plus 300 quarter level we have today. You're right, having gone our investor grade rating, it opens up a lot of opportunities for us, whether it's convertible bonds [ph], private placements with insurance companies, and we continue to look at that very actively and we'll opportunistically access that. We think it makes sense to do so.

I like to just get your theoretical view, given where some of those bonds have price get longer maturities, but call it 6% to 7% cost of capital versus floating rate, L plus 300 or something less on your revolving facility. How do you balance the long-term maturity versus the higher interest rate in your guidance view from funding your balance sheet.

Sure. I think as we look at it, there's a couple of factors. Obviously, it's the cost of capital -- it's your point, duration is important, matching our assets and our liabilities given that we do have longer duration assets. We also, as you know, have a meaningful proportion of fixed-rate assets. But I also think there's an important thing here which is diversification of your funding sources. Capital begets capital, and together with the investment graded rating, I think terming out some of our liabilities gives the banks that much more comfort to provide us additional capital. So I think long term, you should expect us, as others have, to diversify the funding and have an appropriate mix of low-cost bank financing, together with term financing.

Great. And then just one more on the equity raise capital side of the equation. Several of your peers have raised capital. I know you -- an answer to Joel's question when it get your leverage up. But how do you view raising equity here? And do you do it as soon as you hit your target leverage ratio? Do you run a little while your target leverage ratio? What's your thoughts on raising equity capital?

For us, we are extremely price sensitive to where we raise equity capital. We are just about the largest shareholder of the company, we own 6%, and so we're very conscious of where we take dilution. You obviously don't want to wait the last second when you're fully levered, but we obviously aren't going to do it at a price that we're not comfortable with. So we kind of have to watch our stock price and watch our capital needs and be opportunistic. The beauty of having a shelf outstanding is that we can access the capital markets on a very timely basis when we see the opportunity to do so.

At this time, there are no more questions in queue. I will turn the call back over to Mr. Michael Gross for any closing remarks. Please proceed.

Thank you for your attention this morning. We look forward to speaking to those who will participate on our Solar Senior Capital call in the next half-hour.

Thank you for your participation in today's conference. This concludes the presentation. You may now disconnect. Great day.