Ladies and gentlemen, thank you for standing by. And welcome to the Q3 2020 Solar Capital Earnings Conference Call. [Operator Instructions]. It is now my pleasure to introduce Chairman and Co-CEO, Michael Gross.

Thank you very much, and good morning. Welcome to Solar Capital Ltd's. earnings call for the quarter ended September 30, 2020. I'm joined here today by Bruce Spohler, our Co-CEO; and Rich Peteka, our Chief Financial Officer. Before we begin, Rich, could you please start by covering the webcast and forward-looking statements?

Sure. Thanks, Michael. I would 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 broadcasts, in any form, are strictly prohibited. This conference call is being webcast on our website at www.solarcapltd.com. Audio replays of this call will be made available later today as disclosed in our earnings press release. I would 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 our future performance or financial condition. These statements are not guarantees of our future performance, financial condition or results and involve a number of risks and uncertainties, including the impact of COVID-19 and related changes in base interest rates and significant market volatility on our business, our portfolio companies and the global economy. Additionally, past performance is not indicative of future results. Actual results may differ materially 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 unless required to do so by law. To obtain 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 Co-Chief Executive Officer, Michael Gross.

Good morning, and thank you for joining us today during these hectic times. The Solar Capital team hopes to find you and your family, friends and colleagues, healthy and safe. Our thoughts remain with all of our stakeholders, including the dedicated employees across Solar Capital and the company's investment adviser, Solar Capital Partners. We would, again, like to express our gratitude to all the health care and other frontline and essential workers, and we continue to send our sincere condolences to those families who have lost loved ones. Turning to our third quarter performance. I am pleased to report that Solar Capital's portfolio remained 100% performing, and our net asset value at September 30 of $20.14 represented a modest increase over the prior period. We attribute the resiliency of our portfolio during this crisis to our long-standing investment thesis that asset-based loans in niche markets and first lien cash flow loans in upper middle market companies in defensive sectors provide meaningful downside protection during challenging economic periods. As our long-time investors know, we embarked on an initiative 8 years ago with the acquisition of Crystal Financial to broaden and diversify our origination capabilities via niche ABL strategies that are complementary to our cash flow businesses. With the majority of our comprehensive portfolio at September 30 comprised of loans originated by our specialty plans verticals, we are truly a diversified commercial finance company. And now, I'm pleased to report that we are furthering the strategic initiative through the acquisition of Kingsbridge Holdings, an existing debt portfolio company. Based in Lake Forest, Illinois, Kingsbridge is a leading independent lessor of information technology, industrial, health care and commercial essential-use equipment to a diverse set of investment-grade customers. During our 2-year investments in the Kingsbridge loan, we gained a deeper understanding of the business…

Thank you, Michael. Solar Capital Ltd.'s net asset value at September 30, 2020, was $851.1 million or $20.14 per share compared to $849.8 million or $20.11 per share at June 30. At September 30, 2020, Solar Capital's on-balance sheet investment portfolio had a fair market value of $1.35 billion in 105 portfolio companies across 26 industries compared to a fair market value of $1.36 billion in 108 portfolio companies across 27 industries at June 30. At September 30, the company had nothing drawn on its $545 million and $50 million revolving credit facilities and had $47 million of cash on hand. The company has unrestricted access to this undrawn capital. Therefore, the marginal cost of incremental debt from our revolving facilities is approximately 2%, which enhances operating leverage as we grow our income-producing portfolio and move towards our target leverage. As a reminder, the company has no near-term debt maturities and is investment-grade rated, which should provide us with continued access to the unsecured debt markets. Since inception, Solar Capital has taken a conservative approach to leverage and has consistently operated well below its stated target range. On September 30, the company's net debt-to-equity ratio was 0.56x. Pro forma for the Kingsbridge acquisition, our net debt-to-equity ratio at 9/30 would have been 0.77x. Solar Capital's liquidity at September 30 remains strong, with more than $900 million available to invest when including its balance sheet cash, its undrawn capital on its credit lines and the nonrecourse credit facilities of Crystal Financial and NEF Holdings, subject to their borrowing base availability. Pro forma 9/30/2020 for the Kingsbridge acquisition, Solar Capital would have had approximately $725 million of available capital. That said, Solar Capital did have only a small amount of unfunded revolver commitments outstanding at September 30, totaling approximately $16.5 million. These…

Thank you, Rich. First and foremost, let me just emphasize how extremely pleased we are with how well our portfolio has weathered the crisis to date. Through the third quarter, our portfolio remains 100% performing and has experienced a minimal number of amendments. Most of these have been related to audit extensions. For the third quarter, the weighted average investment risk rating of our portfolio was 1.9 based on our 1 to 4 risk rating scale, with 1 representing the least amount of risk. This supports our thesis of minimizing the risk of loss by investing in first lien assets at the top of the capital structure in both cash flow loans to noncyclical industries as well as allocating a majority of our investments to collateralize loans through our specialty finance lending verticals. At quarter end, just under 20% of our comprehensive portfolio was invested in senior secured cash flow loans, with the remaining 80% invested in our senior secured asset-based, equipment finance and life science investments. Pro forma for the acquisition of Kingsbridge, our specialty finance investments would have accounted for 84% of our comprehensive portfolio. At quarter end, our $1.5 billion comprehensive portfolio was highly diversified, encompassing over 170 borrowers across 80 industries. Our largest industry exposures are health care, diversified financial services and pharmaceuticals, all having the common theme of being defensive sectors. At September 30, 99% of our total portfolio at fair value consisted of senior secured loans. This was comprised of approximately 91% first lien loans and just 8% second lien loans. Post quarter end, we were repaid on one of our remaining second lien loan investments, which accounted for 1.5% of the September 30 portfolio. Pro forma for this repayment as well as the acquisition of Kingsbridge, only 5.3% of our portfolio would have…

Thank you, Bruce. In closing, and before we open up to questions, we feel confident in our portfolio's ability to weather the current crisis as well as in our ability to grow our portfolio and subsequently net investment income over the coming quarters. The acquisition of Kingsbridge has further positioned Solar Capital as a diversified commercial finance platform that provides solutions across the capital structure to middle market businesses and now investment-grade companies. Our origination engines are broad and provide us the opportunity to source loans in specialty niches focused on collateral, loan-to-value lending that are less competitive than traditional cash flow lending. In addition, the specialty finance strategies are less correlated to liquid credit markets and have a differentiated risk return profile that is complementary to our cash flow lending. They afford us greater flexibility to stick to our investment discipline. With significant dry powder, a strong portfolio and low leverage, Solar is well positioned to originate attractive new investments and grow net investment income. Our patience and willingness to remain underinvested allows us to be opportunistic. Given the magnitude of the economic disruption and expected uneven recovery, we believe that the improved investment opportunity set will persist as companies continue to require financing solutions for liquidity, working capital and growth initiatives. In conclusion, the team is confident in Solar Capital's defensively positioned portfolio, stable funding sources, strong liquidity and the potential to make new attractive differentiated investments. Later on this morning, at 11:30, we'll be hosting an earnings call for the third quarter results of Solar Senior Capital, or SUNS, as we call it. Our ability to provide traditional middle market senior secured financing through this vehicle continues to enhance our origination team's ability to meet our clients' capital needs, and we continue to see benefits of this value proposition in Solar Capital's deal flow. We thank you for your time this morning. Operator, would you please open up the line for questions?

[Operator Instructions]. And our first question comes from the line of Casey Alexander with Compass Point.

I have a couple of questions. First of all, the portfolio for Kingsbridge, I think the release said is $444 million. Does it -- the addition of it to the Solar platform, offer greater access to capital, which would allow that portfolio to grow to a larger number than Kingsbridge had it on their own? Sort of how big could it get as it scales? And also, if you could, what's the average weighted yield impact on the overall Solar Capital portfolio of Kingsbridge?

So Casey, so yes, similar to our other commercial finance platforms, Kingsbridge was owned by either private equity or hedge fund, short-term-duration equity capital. So it's a combination of access to our investment-grade capital as well as having permanent capital underneath the vehicle, which gives the business the ability to grow. Having said that, as you know, we typically have been acquiring our commercial finance platforms based upon targeted ROEs. We know that it's not always a healthy time to be growing a credit business, one has to look at the cycle. But there is an opportunity for growth. We view it, though, as a nice, steady state, as we mentioned, sort of 10% to 11% return business.

And I think, Casey, the nice thing is here is given the nature of the clients in investment grade, you can grow your ROE here and grow your -- without having to put additional significant capital into the business. And to your second question, it doesn't really change our weighted average portfolio because, as we mentioned, we expect this to yield on a blended basis, close to 10%, which is about what our overall portfolio is yielding today.

Okay. Well, that's what I thought. I just wanted to verify that. One other question. You talk about a more robust pipeline. I don't want to compare it to the pipeline in the pandemic, which we know didn't exist. But how would you compare it to, say, the pipeline a year ago at this time? And what's different about the pipeline as compared to a year ago? What are you more willing to do? What are you less willing to do than you would have been a year ago? And do you think it is executable to continue to expand that leverage ratio? I know it's a lot, but...

Sure. So the short answer -- let me take the first shot at it, Michael. The short answer is, it's about the quality of the pipeline. There was a strong pipeline prior to COVID. To your point, Casey, obviously, pipeline came to a grinding halt in the first couple of quarters post COVID. So yes, in a land of small numbers, it is up meaningfully from early COVID days, has a ways to go to get to where it was pre COVID. But I think 2 very important points. We've seen -- as we've always talked about, nirvana for us, is, a, that we have diversified strategies that, in some ways, are uncorrelated, and that's improved by virtue of the addition of Kingsbridge, to Michael's point, lending into investment-grade borrowers. But it also diversifies our platform from a sourcing perspective in that during the COVID crisis, we have seen a pickup in ABL, lending against working capital assets to companies that have stressed cash flow. Most businesses have had stressed cash flow this year, given the uncertainty in the episodic shutdowns. But nirvana for us is when we can hit on all cylinders at the same time, including the acquisition cylinder as we are now with the addition of Kingsbridge. So what I would say is life science has been building. It's been pretty steady throughout COVID, although there has been a little bit of slowdown in Q2 and Q3. The flip side is we haven't seen the same elevated level of repayments in life science, which has helped our portfolio there maintain its size and our duration there. And as you know, we love those assets. ABL has been picking up because there is stress out there, particularly in retail. So we're seeing more activity there. And I think importantly, in cash flow lending, we're seeing, again, not more opportunities but higher-quality opportunities. They -- you can see how they're performing through COVID, and so that's a phenomenal way to stress test these businesses, unfortunately. And so we're seeing just quality cash flow opportunities. You know we like bigger. There are a lot of businesses that are seeing this as an opportunity to do add-on acquisitions at lower purchase multiples than they were seeing pre COVID. Perhaps some of their existing lenders are full up on the name or have portfolio constraints. And so that's the theme that we're seeing. So early days, but our feeling is that we're starting to get into an environment where, yes, we can hit the target leverage range by virtue of some prepayment headwinds, so we get longer duration as well as increased new investment opportunities across the verticals.

All right. Well, congrats on the acquisition, and we look forward to you getting to those leverage targets.

And our next question comes from the line of Chris Kotowski with Oppenheimer.

I was wondering, does the Kingsbridge acquisition go -- use your 30% bucket. And is it just the equity that uses it? Or is it both the debt and the equity piece that would comp against your 30% bucket?

So the good news is neither -- the company is a qualified asset because a significant portion, over 80%, they're, other lease, they're operating leases. So both the debt and the equity are considered qualified investments.

Wow. Okay. Congratulations. That's excellent.

And our next question comes from the line of Ryan Lynch with KBW.

You guys did provide some pretty good commentary on your pipeline, thinking both in the quantity and the quality of deal flow. I was just curious specifically on your ABL or Crystal Financial business. Why that had picked up thus far in the third quarter? If I look at what you guys did in that a year ago, it was about $140 billion, you guys did only $30 million this quarter. I always thought that, that business, from an origination standpoint, was kind of countercyclical in the fact that during downturn, when there was more stress, most potential borrowers would need greater access to that ABL type of lending. So I'm surprised we haven't seen that pick up thus far. Even though I know you said the pipeline is growing, why haven't we seen that thus far?

So the short answer is twofold. Some of the larger businesses that had a pause in their cash flows, given the shutdowns around the country, were able to access capital from banks on a receivable inventory lending basis, much more cheaply than we and Crystal competitors would provide. So there was that end of the sector that you saw sort of the immediate need for liquidity and large companies that had temporary pauses in cash flows were able to still tap into the bank market on a temporary basis. As this stress period and cycle extends, we typically have seen this ramp up and as banks get more nervous, as cash flow shortfalls get extended, and so that is what we're starting to see with Crystal and their pipeline, which is why we commented that it is building. So that's a part of it. I think the other part of it is it does take time for these businesses to work through -- even those in transition, to work through the stress and to actually say, "Okay, it's time to close." So a typical Crystal deal might be in pipeline for 3 or 4 months before they actually -- the borrower says, "Okay, I need to fund, I can't put this off any longer. I know it's expensive capital, but it is a solutions provider." So it's natural for us to see, Ryan, this flow sort of ebbing and starting to pick up as we get what's only been about 6, 7 months into this.

Okay. That's helpful color, Bruce. And then I just had one follow-up on Kingsbridge. Did you guys provide -- it's more of a technical modeling question, but did you guys provide what interest rate would be on your debt in that business? And then out of the $20 million of gross income you expect to generate in 2021, do you have any estimate as we sit here today of what's the breakdown that you guys will receive, the interest income versus dividends?

So yes, I think the -- we're funding the investment with cash on hand, I think, which is roughly $50 million, which obviously carried no interest cost. And then the balance, we do on a revolver, which had a marginal borrowing cost of just under 2%. And as far as the breakdown of the earnings, the $80 million of debt has a yield of about 8.25%. And the balance will be dividends, qualified dividends coming from our stock investment.

Congrats on the acquisition.

And our next question comes from the line of Matt Tjaden with Raymond James.

Just a quick one from me, if I can. On the acquisition outlook, does Kingsbridge kind of whet your appetite for acquisitions in the near to mid-term? Is there anything you're seeing currently that's interesting?

So the short answer is we are always looking. We have a team dedicated towards both lending money to these types of companies and acquiring them. We don't have -- we don't have anything imminent of this kind of size and scale, but we certainly have the appetite to do so to the extent we find the right businesses.

And I would just add that similar to what we saw coming out of the recession in '08, what really led our portfolio out then was, to Michael's point, not only acquisitions in commercial finance, but lending into commercial finance businesses. As you can see with Kingsbridge, that gave us great R&D and actually an opportunity to buy the business. In other cases, we bought competitors of companies we've lent into. So I would say our pipeline there is incredibly active in terms of lending to other lenders, which is understandable, given that as you move away from the liquid credit markets and into smaller niche strategies, such as lending to other finance companies, there is a real need for capital and a shortage of lenders willing to provide capital with that kind of expertise to underwrite other people's loans. So long-winded way of saying the pipeline has been building there. And that is generally the leading indicator for future acquisitions.

Congrats on the acquisition.

[Operator Instructions]. Our next question comes from the line of Mickey Schleien with Ladenburg.

I don't want to beat a dead horse, but I do have some follow-up questions on Kingsbridge. Michael and Bruce, could you help us understand or describe the level of correlation, if any, between Kingsbridge's leasing business and your existing equipment leases in terms of credit risk?

Sure. I would say that the simple way to think about it, Mickey, is NEF with the team that has led that business and earlier in their careers led GE's leasing business, equipment finance business for many, many years, it really is an underwrite of liquidation of collateral first and credit quality of the borrower second. But as we've talked about, we also very often, because those are small entrepreneurial-owned companies, find other credit support behind just the liquidation value of the equipment in the form of personal guarantees and other assets for collateral on a personal basis. As you think about Kingsbridge, it is more an investment-grade underwrite of the borrower, the obligor, with over 70% of the obligors being investment-grade rated. And then the liquidation value of the equipment is important, but it's a secondary part of the underwriting.

That's really helpful, Bruce. It sort of answers my next question. I was going to ask if there were any meaningful synergies between Kingsbridge and the rest of the leasing platform, but it sounds like they're targeting different sorts of customers. I have another question, which is just a math question, and it may just reflect my -- I'm a bit tired after a couple of long days, but you've guided for Kingsbridge to generate $20 million of income to Solar on your $216 million investment, which is a return of 9.3%, but you've guided for a return of 10% to 11%. So what am I missing there?

10% to 11%, it would be on the equity.

Okay. It's ROE on the equity, that makes sense.

Yes, yes.

I understand. And if we look in the rearview mirror, Michael and Bruce, sponsored finance investments have been pretty resilient even during the pandemic over the last several years, and I understand you've been cautious on them, obviously, for many years. With that performance in hindsight, have you changed your view on potentially growing this segment going forward, given that my understanding and from what we're hearing is that although spreads are probably back to pre-COVID levels, attachment points in terms of leverage and the number of covenants you can get are still fairly attractive?

I think it really depends on the sector, for example, as well as the individual transaction. So we are finding, as I mentioned, increased opportunities. You know we're very focused on defensive sectors, such as health care. So we are seeing an increase in opportunity there. Health care is particularly attractive because of our expertise with both life sciences, health care cash flow as well as you know, the Gemino team over at Solar Senior. So we do feel we have a really good proprietary insight and have -- the best part of our track record has actually been in health care, when we look at our cash flow strategy. So we are ramping there. We continue to stay in defensive sectors. I think the thing -- I agree 100%, the pricing is not where any of us would like it to be back to pre-COVID levels. I think the biggest thing that is keeping us at bay when we look at the volume of opportunities that we passed on this past quarter was really the underlying credit quality. And what I mean by that is we see businesses with 50% of EBITDA adjusted. Doesn't mean that, that won't work out just well for the lender down the road, and obviously, the equity investor. But for us, that's a big leap of faith. You say there are covenants. But again, it has to be in sectors where you can demand it as a lender. Like health care, it's not broad-based. And that's critical as we talk about our ability to get to the table. So I think it's a little soon to know how people's portfolios are going to survive 9 months into this. I think most of us would underwrite a long recovery here on the economic side, regardless of some short burst that we may see. So we are cautious, but we find sectors that we are extremely attracted to. But having a covenant in name only concerns us, and having large EBITDA adjustments concerns us. So we're whittling down that opportunity set and then trying to take meaningful positions across the platform in the assets that we like. So again, our strategy hasn't changed, but I do think that we're starting to see better opportunities in cash flow, and we would like nothing more than to grow that segment.

And Bruce, just the fourth quarter -- calendar quarter tends to be cyclically a stronger quarter for that business in terms of volume, simply as people look to close a deal before the year finishes. Can you give us any insight into whether you expect that to impact your cash flow sponsor finance business this year?

The reason I'm pausing, Mickey, is, as you know, in M&A, just looking at our own transaction with Kingsbridge, it never closes until it's closed. So it's hard to pick a Q4 versus a Q1 or a Q3 versus a Q4. But the activity is definitely picking up, and we are optimistic, but most of it is add-on. You're not seeing a lot of new platforms. And the difference in that statement implies that the investment might be a little bit smaller because you're doing add-ons to existing investments. But we're definitely seeing increased activity, and if it's not going to materialize in Q4, we feel it will over the next couple of quarters.

Fair enough. And my last question is on the dividend. For last year, 2019, your distributions had a small return of capital. And based on GAAP, and I know there's differences between tax in GAAP, and Peteka and I could talk about that for hours, I'm sure. But it still looks like there will be a return of capital this year. So -- and I don't have Kingsbridge getting you to cover the dividend. We can discuss that offline, if you like. But besides Kingsbridge, what is the path to eventually cover the dividend? Or is the Board considering realigning the dividend just to the reality what the world is offering you today?

So the path is to utilize the $700 million liquidity that we have available to us at LIBOR plus 2%, which is 2% today, basically, and continue to grow the portfolio and take advantage of opportunities that we're seeing. So I think we don't intend to realign our dividend because we think we have the ability in the near term to grow into our dividend.

And meanwhile, Michael, you're okay returning capital if that's needed?

Yes. I mean it's not a lot. So yes, we are.

And again, I think when we do the math, and we're happy to talk offline, it doesn't take much to get there. And we're blessed by, yes, we're seeing increased opportunities in cash flow. But we are seeing increased opportunities in ABL and life science and now Kingsbridge. So we think we have multiple paths to get there. And importantly, the repayment headwinds other than in second lien assets, which we're happy to get repaid on in our cash flow segment, we see multiple ways to get there.

You're implying that repayment headwinds are pretty low right now given the state of the economy? I understand.

Yes.

Yes.

Congrats on the acquisition. We've been looking forward to that sort of news, and hopefully. more to come.

[Operator Instructions]. Our next question from the line of Finian O'Shea with Wells Fargo.

Just a couple of quick questions. For Kingsbridge, what did you pay on a price-to-book basis?

So this is not really a business that you look at a multiple book value basis. It's more of an ROE return basis. And so we bought at about 10% to 11% ROE. If you think about it, a huge portion of their debt is nonrecourse, not just nonrecourse to SLRC, but nonrecourse to Kingsbridge itself because as we talked about earlier, is the business of taking your leases, package together and then getting effectively off-balance sheet financing at the investment-grade rate of your counterparty. And so it's not really a business that one looks at as a multiple book.

Okay. Makes sense. And then, Bruce, I think you gave a bit of color on NEF. Could you touch on the dividend? I believe the NEF dividend was turned off. Any input or color on that?

Yes, it was de minimis last quarter, so it wasn't a material adjustment, just a couple of hundred thousand dollars. And we've been, as you know, running that low, a, because, Finian, a lot of the NEF assets are on Solar's balance sheet. So the income from the NEF business is actually coming directly through the investments on balance sheet, whereas the subsidiary also contains the cost and the team of running the business. So it is loaded by that expense factor. We, as I mentioned, continue to feel that this is the one business that obviously has got some cyclicality to it. Having said that, it is outperforming our expectations quarter-over-quarter, in terms of the underlying performance of its borrowers. So we're being conservative in keeping that down in terms of the distribution up. But we expect as we get into next year, we will start to see income, not only from the assets on balance sheet, but on a combined basis, together with the dividend.

Okay. That's helpful. And then just a last high-level question on the fee structure for Solar. Nominally, you're one of the highest of the major BDCs, and looking at what you manage, there's -- it seems about half and half proprietary credit and then financial companies. So the question is, is managing these financial companies like, say, NEF, is that more expensive for the adviser to administer? Or is there something else that leads to the higher-priced shareholders pay? Any color would be appreciated.

Well, first of all, as you know, with all these finance companies, whether it's NEF, Crystal and now Kingsbridge, we don't get paid on the assets. So we're getting paid on the equity. So we're actually managing much greater pools of assets and charging fees only on the equity component of that investment as opposed to typical BDCs basically taking all their fees on assets. So it is -- these are complex businesses to manage. We are actually managing these companies as opposed to just buying loans and putting them on our books. So we think it's fair.

[Operator Instructions]. And I'm showing no further questions. So with that, I'll turn the call back over to Chairman and Co-CEO, Michael Gross, for any further remarks.

We have no further comments other than to thank everybody for their extensive participation this morning, especially given everything that's going on, a, in our sector; and more importantly, with our country. Take care everybody, and be healthy.

Ladies and gentlemen, thank you for participating in today's conference. This does conclude the program, and you may now disconnect.