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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/17/24 SLR Investment Corp. N-2ASR 4/17/24 20:2.2M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: N-2ASR Automatic Shelf Registration Statement by a HTML 1.08M
Well-Known Closed-End Investment Company
11: EX-FILING FEES Filing Fees HTML 50K
2: EX-99.D4 Miscellaneous Exhibit HTML 98K
3: EX-99.L1 Miscellaneous Exhibit HTML 19K
4: EX-99.L2 Miscellaneous Exhibit HTML 34K
5: EX-99.N2 Miscellaneous Exhibit HTML 8K
6: EX-99.N3 Miscellaneous Exhibit HTML 7K
7: EX-99.N4 Miscellaneous Exhibit HTML 7K
8: EX-99.N5 Miscellaneous Exhibit HTML 7K
9: EX-99.N6 Miscellaneous Exhibit HTML 7K
10: EX-99.N7 Miscellaneous Exhibit HTML 8K
16: R1 N-2 HTML 275K
17: XML IDEA XML File -- Filing Summary XML 15K
20: XML XBRL Instance -- d819800dn2asr_htm XML 235K
13: EX-101.DEF XBRL Definitions -- slrc-20240417_def XML 15K
14: EX-101.LAB XBRL Labels -- slrc-20240417_lab XML 18K
15: EX-101.PRE XBRL Presentations -- slrc-20240417_pre XML 16K
12: EX-101.SCH XBRL Schema -- slrc-20240417 XSD 23K
18: JSON XBRL Instance as JSON Data -- MetaLinks 105± 120K
19: ZIP XBRL Zipped Folder -- 0001193125-24-099058-xbrl Zip 237K
| N-2ASR |
| i ☐ | Check box if the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans. |
| i ☒ | Check box if any securities being registered on this Form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933 (“Securities Act”), other than securities offered in connection with a dividend reinvestment plan. |
| i ☒ | Check box if this Form is a registration statement pursuant to General Instruction A.2 or a post-effective amendment thereto. |
| i ☒ | Check box if this Form is a registration statement pursuant to General Instruction B or a post-effective amendment thereto that will become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act. |
| i ☐ | Check box if this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction B to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act. |
| i ☐ | when declared effective pursuant to Section 8(c) of the Securities Act. |
| i ☐ | This [post-effective] amendment designates a new effective date for a previously filed [post-effective amendment] [registration statement]. |
| i ☐ | This Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: |
| i ☐ | This Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: |
| i ☐ | This Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: |
| i ☐ | Registered Closed-End Fund (closed-end company that is registered under the Investment Company Act of 1940 (“Investment Company Act”)). |
| i ☒ | Business Development Company (closed-end company that intends or has elected to be regulated as a business development company under the Investment Company Act). |
| i ☐ | Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act). |
| i ☒ | A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form). |
| i ☒ | Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act). |
| i ☐ | Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934 (“Exchange Act”). |
| ☐ | 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 7(a)(2)(B) of Securities Act. |
| i ☐ | New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months preceding this filing). |
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| • | Middle-market companies continue to face increasing difficulty in accessing the capital markets. |
| • | There is a large pool of uninvested private equity capital likely to seek additional capital to support their investments. |
| • | The significant amount of debt maturing through 2025 should provide additional demand for capital. |
| • | Investing in private middle-market debt provides an attractive risk reward profile. |
| • | We operate in a highly competitive market for investment opportunities. |
| • | Our investments are very risky and highly speculative. |
| • | 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. |
| • | 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. |
| • | Economic sanction laws in the United States and other jurisdictions may prohibit us and our affiliates from transacting with certain countries, individuals and companies. |
| • | 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. |
| • | We may suffer a loss if a portfolio company defaults on a loan and the underlying collateral is not sufficient. |
| • | Prepayments of our debt investments by our portfolio companies could adversely impact our results of operations and reduce our return on equity. |
| • | We may be exposed to higher risks with respect to our investments that include original issue discount or paid-in-kind |
| • | Our shares may trade at a substantial discount from net asset value and may continue to do so over the long term. |
| • | Our common stock price may be volatile and may decrease substantially. |
| • | Our business and operation could be negatively affected if we become subject to any securities litigation or stockholder activism, which could cause us to incur significant expense, hinder execution of investment strategy and impact our stock price. |
| • | If the current period of capital market disruption and instability continues for an extended period of time, there is a risk that investors in our equity securities may not receive distributions consistent with historical levels or at all or that our distributions may not grow over time and a portion of our distributions may be a return of capital. |
| • | Due to disruptions in the economy, we may reduce or defer our dividends and choose to incur U.S. federal excise tax in order to preserve cash and maintain flexibility. |
| • | 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. |
| • | 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 net asset value per share of our common stock may be diluted if we issue or sell shares of our common stock at prices below the then current net asset value per share of our common stock or securities to subscribe for, or convertible into, shares of our common stock. |
| • | 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. |
| • | Our stock repurchase program could affect the price of our common stock and increase volatility and may be suspended or terminated at any time, which may result in a decrease in the trading price of our common stock. |
| • | We are dependent upon SLR Capital Partners’ key personnel for our future success. |
| • | Our business model depends to a significant extent upon strong referral relationships with financial sponsors, and the inability of the senior investment professionals of SLR Capital Partners to maintain or develop these relationships, or the failure of these relationships to generate investment opportunities, could adversely affect our business. |
| • | Our financial condition and results of operations will depend on SLR Capital Partners’ ability to manage our future growth effectively by identifying, investing in and monitoring companies that meet our investment criteria. |
| • | We may need to raise additional capital to grow because we must distribute most of our income. |
| • | 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. |
| • | 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. |
| • | We have and will continue to borrow money, which would magnify the potential for loss on amounts invested and may increase the risk of investing in us. |
| • | 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. |
| • | There will be uncertainty as to the value of our portfolio investments, which may impact our net asset value. |
| • | There are significant potential conflicts of interest, including SLR Capital Partners’ management of other investment funds such as SCP Private Credit Income BDC LLC, SLR HC BDC LLC, and SLR Private Credit BDC II LLC, which could impact our investment returns, and an investment in SLR Investment Corp. is not an investment in SCP Private Credit Income BDC LLC, SLR HC BDC LLC, or SLR Private Credit BDC II LLC. |
| • | We may be obligated to pay our investment adviser incentive compensation even if we incur a loss. |
| • | Our incentive fee may induce SLR Capital Partners to pursue speculative investments to increase its incentive fee. |
| • | We may become subject to corporate-level U.S. federal income tax if we are unable to qualify and maintain our qualification for tax treatment as a RIC under Subchapter M of the Code. |
| • | The failure in cybersecurity 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. |
| • | Our business is subject to increasingly complex corporate governance, public disclosure and accounting requirements that could adversely affect our business and financial results. |
Use of Proceeds |
Unless otherwise specified in a prospectus supplement or free writing prospectus, we intend to use the net proceeds from the sale of our securities for general corporate purposes, which includes, among other things, (a) investing in portfolio companies in accordance with our investment objective and strategies and market conditions and (b) repaying indebtedness. Each supplement to this prospectus or free writing prospectus relating to an offering will more fully identify the use of the proceeds from such offering. See “Use of Proceeds” in this prospectus. |
NASDAQ Global Select Market Symbol |
“SLRC” |
Distributions |
To the extent that we have income available, we intend to distribute quarterly distributions to our stockholders. The amount of our |
distributions, if any, will be determined by our board of directors. Any distributions to our stockholders will be declared out of assets legally available for distribution. The specific tax characteristics of our distributions will be reported to stockholders after the end of each calendar year. We may issue preferred stock from time to time, although we have no immediate intention to do so. If we issue shares of preferred stock, holders of such preferred stock will be entitled to receive cash distributions at an annual rate that will be fixed or will vary for the successive distribution periods for each series. In general, the distribution periods for fixed rate preferred stock will be quarterly. |
Taxation |
We have elected to be treated for U.S. federal income tax purposes, and intend to continue to qualify annually, as a RIC under Subchapter M of the Code. As a RIC, we generally will not have to pay U.S. corporate-level federal income taxes on any ordinary income or capital gains that we timely distribute to our stockholders as dividends. To continue to maintain our RIC tax treatment, we must meet specified source-of-income 10-K and “Certain U.S. Federal Income Tax Considerations” in this prospectus. |
Leverage |
We have historically and will in the future borrow funds to make investments. As a result, we will be 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 the management fee payable to our investment adviser, SLR Capital Partners, will be borne by our common stockholders. |
Investment Advisory Fees |
We pay SLR Capital Partners a fee for its services under the Investment Advisory and Management Agreement consisting of two components — a base management fee and an incentive fee. On April 1, 2022, in connection with the consummation of the Merger, we entered into the Letter Agreement pursuant to which SLR Capital Partners voluntarily agreed to a permanent 25 basis point reduction of the annual base management fee rate payable by us to SLR Capital Partners pursuant to the Investment Advisory and Management Agreement. Following the Letter Agreement, the base management fee is now determined by taking the average value of our gross assets at the end of the two most recently completed calendar quarters calculated at an annual rate of 1.50% on gross assets up to 200% of the Company’s total net assets as of the immediately preceding quarter end and 1.00% on gross assets that exceed 200% of the Company’s total net assets as of the immediately preceding quarter end. The incentive fee consists of two parts. The first part is |
calculated and payable quarterly in arrears and equals 20% of our “pre-incentive fee net investment income” for the immediately preceding quarter, subject to a preferred return, or “hurdle,” and a “catch up” feature. The second part is determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Advisory and Management Agreement) in an amount equal to 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. See “Business — Investment Advisory Fees” in Part I, Item 1 of our most recent Annual Report on Form 10-K. |
Administration Agreement |
We reimburse SLR Capital Management for the allocable portion of overhead and other expenses incurred by it in performing its obligations under the Administration Agreement, including furnishing us with office facilities, equipment and clerical, bookkeeping and record keeping services at such facilities, as well as providing us with other administrative services. In addition, we reimburse SLR Capital Management for the fees and expenses associated with performing compliance functions, and our allocable portion of the compensation of our chief compliance officer and our chief financial officer and their respective staffs. See “Business — SLR Capital Management” in Part I, Item 1 of our most recent Annual Report on Form 10-K. |
Trading |
Ticker: SLRC; Shares of closed-end investment companies frequently trade at a discount to their net asset value. The risk that our shares may trade at a discount to our net asset value is separate and distinct from the risk that our net asset value per share may decline. We cannot predict whether our shares will trade above, at or below net asset value. |
License Agreement |
We have entered into a license agreement with SLR Capital Partners, pursuant to which SLR Capital Partners has agreed to grant us a non-exclusive license to use the licensed marks “SLR” and “SOLAR”. See “License Agreement” in this prospectus. |
Dividend Reinvestment Plan |
We have adopted an “opt out” dividend reinvestment plan. If your shares of common stock are registered in your own name, your distributions will automatically be reinvested under our dividend reinvestment plan in additional whole and fractional shares of common stock, unless you “opt out” of our dividend reinvestment plan so as to receive cash dividends by delivering a written notice to our plan administrator. If your shares are held in the name of a broker or other nominee, you should contact the broker or nominee for details regarding opting out of our dividend reinvestment plan. Stockholders who receive distributions in the form of stock will be subject to the same U.S. federal, state and local tax consequences as |
stockholders who elect to receive their distributions in cash. See “Dividend Reinvestment Plan” in this prospectus. |
Certain Takeover Defense Measures |
Our charter and bylaws, as well as certain statutory and regulatory requirements, contain certain provisions that may have the effect of discouraging a third party from making an acquisition proposal for us. These takeover defense provisions may inhibit a change in control in circumstances that could give the holders of our common stock the opportunity to realize a premium over the market price for our common stock. See “Description of Our Capital Stock” in this prospectus. |
Available Information |
We are required to file periodic reports, current reports, proxy statements and other information with the SEC. This information is available on the SEC’s website at https://www.sec.gov. This information is also available free of charge by contacting us at SLR Investment Corp., 500 Park Avenue, New York, NY 10022, by telephone at (212) 993-1670, on our website at ,
or by sending an email to us at IRTeam@slrcp.com. |
Incorporation of Certain Information By Reference |
This prospectus is part of a registration statement that we have filed with the SEC. In accordance with the Small Business Credit Availability Act, we are allowed to “incorporate by reference” the information that we file with the SEC, which means that we can disclose important information to you by referring you to documents containing such information. The information incorporated by reference is considered to comprise a part of this prospectus from the date we file that document. Any reports filed by us with the SEC subsequent to the date of this prospectus and before the date that any offering of any securities by means of this prospectus and any accompanying prospectus supplement is terminated will automatically update and, where applicable, supersede any information contained in this prospectus or incorporated by reference in this prospectus. See “Incorporation of Certain Information by Reference” in this prospectus. |
| • | our future operating results, including our ability to achieve objectives; |
| • | our business prospects and the prospects of our portfolio companies; |
| • | 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 impact of any protracted decline in the liquidity of credit markets on our business; |
| • | the ability of our portfolio companies to achieve their objectives; |
| • | the valuation of our investments in portfolio companies, particularly those having no liquid trading market; |
| • | market conditions and our ability to access alternative debt markets and additional debt and equity capital; |
| • | our expected financings and investments; |
| • | the adequacy of our cash resources and working capital; |
| • | the timing of cash flows, if any, from the operations of our portfolio companies; |
| • | the ability of SLR Capital Partners to locate suitable investments for us and to monitor and administer our investments; |
| • | the ability of SLR Capital Partners to attract and retain highly talented professionals; |
| • | the ability of SLR Capital Partners to adequately allocate investment opportunities among us and its other advisory clients; |
| • | any conflicts of interest posed by the structure of the management fee and incentive fee paid to SLR Capital Partners; |
| • | changes in political, economic or industry conditions, relations between the United States, Russia, Ukraine and other nations, the interest rate environment, certain regional bank failures or conditions affecting the financial and capital markets; |
| • | the escalating conflict in the Middle East; |
| • | changes in the general economy, slowing economy, rising inflation, risk of recession and risks in respect of a failure to increase the U.S. debt ceiling; and |
| • | our ability to anticipate and identify evolving market expectations with respect to environmental, social and governance matters, including the environmental impacts of our portfolio companies’ supply chains and operations. |
| • | an economic downturn could impair our portfolio companies’ abilities to continue to operate, which could lead to the loss of some or all of our investments in such portfolio companies; |
| • | a contraction of available credit and/or an inability to access the equity markets could impair our lending and investment activities; |
| • | interest rate volatility could adversely affect our results, particularly because we use leverage as part of our investment strategy; |
| • | currency fluctuations could adversely affect the results of our investments in foreign companies, particularly to the extent that we receive payments denominated in foreign currency rather than U.S. dollars; and |
| • | the risks, uncertainties and other factors we identify in “Risk Factors” in Part I, Item 1A of our most recent Annual Report on Form 10-K and in our other filings with the SEC that we make from time to time and elsewhere contained or incorporated by reference in this prospectus and any applicable prospectus supplement or free writing prospectus. |
Price Range |
Premium or (Discount) of High Closing |
Premium or (Discount) of Low Closing Price to |
Declared |
|||||||||||||||||||||
NAV (1) |
High |
Low |
Price to NAV (2) |
NAV (2) |
Distributions (3) |
|||||||||||||||||||
Fiscal 2024 |
||||||||||||||||||||||||
Second Quarter (through April 12, 2024) |
$ | i * | $ | i 15.17 | $ | i 14.83 | i * | % | i * | % | $ | — | ||||||||||||
First Quarter |
i * | i 15.76 | i 14.76 | i * | i * | $ | 0.41 | |||||||||||||||||
Fiscal 2023 |
||||||||||||||||||||||||
Fourth Quarter |
$ | i 18.09 | $ | i 15.43 | $ | i 14.14 | ( i 14.7 | )% | ( i 21.8 | )% | $ | 0.41 | ||||||||||||
Third Quarter |
i 18.06 | i 15.60 | i 14.22 | ( i 13.6 | ) | ( i 21.3 | ) | 0.41 | ||||||||||||||||
Second Quarter |
i 17.98 | i 15.20 | i 13.59 | ( i 15.5 | ) | ( i 24.4 | ) | 0.41 | ||||||||||||||||
First Quarter |
i 18.04 | i 16.00 | i 14.12 | ( i 11.3 | ) | ( i 21.7 | ) | 0.41 | ||||||||||||||||
Fiscal 2022 |
||||||||||||||||||||||||
Fourth Quarter |
$ | i 18.33 | $ | i 15.03 | $ | i 12.50 | ( i 18.0 | )% | ( i 31.8 | )% | $ | 0.41 | ||||||||||||
Third Quarter |
i 18.37 | i 15.76 | i 12.32 | ( i 14.2 | ) | ( i 32.9 | ) | 0.41 | ||||||||||||||||
Second Quarter |
i 18.53 | i 18.19 | i 14.17 | ( i 1.8 | ) | ( i 23.5 | ) | 0.41 | ||||||||||||||||
First Quarter |
i 19.56 | i 19.26 | i 17.68 | ( i 1.5 | ) | ( i 9.6 | ) | 0.41 | ||||||||||||||||
| (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 sales prices. The net asset values shown are based on outstanding shares at the end of each period. |
| (2) | Calculated as of the respective high or low closing price divided by NAV and subtracting 1. |
| (3) | Represents the cash distribution for the specified quarter. |
| * | Not determinable at the time of filing. |
Name and Address of Portfolio Company: |
Industry |
Type of Investment |
% of Class Held | |||
A&A Crane and Rigging, LLC 900 Housatonic Ave |
Commercial Services & Supplies |
Equipment financing | ||||
Accession Risk Management Group, Inc. 160 Federal St - 4th Floor |
Insurance | Senior secured loan | ||||
Aegis Toxicology Sciences Corporation 515 Great Circle Road |
Health Care Providers & Services |
Senior secured loan | ||||
Aero Operating LLC 165 Cantiague Rock Road |
Commercial Services & Supplies |
Equipment financing | ||||
AFG Dallas III, LLC 1450 Lee Wagener Blvd |
Diversified Consumer Services |
Equipment financing | ||||
Air Methods Corporation 5500 S Quebec St |
Airlines | Equipment financing | ||||
Alimera Sciences, Inc. 6120 Windward Parkway, Suite 290 |
Pharmaceuticals | Senior secured loan | ||||
Alkeme Intermediary Holdings, LLC 111 Corporate Dr., Suite 200 |
Insurance | Senior secured loan | ||||
All States AG Parts, LLC E1140 State Rd 170 |
Trading Companies & Distributors |
Senior secured loan | ||||
AmeraMex International, Inc. 3930 Esplanade |
Commercial Services & Supplies | Equipment financing | ||||
AMF Levered II, LLC 390 RXR Plaza |
Diversified Financial Services |
Senior secured loan | ||||
Name and Address of Portfolio Company: |
Industry |
Type of Investment |
% of Class Held | |||
Arcutis Biotherapeutics, Inc. 3027 Townsgate Road, Suite 300 |
Pharmaceuticals | Senior secured loan | ||||
Ardelyx, Inc. 34175 Ardenwood Blvd, Suite 200 |
Pharmaceuticals | Senior secured loan | ||||
Atria Wealth Solutions, Inc. 295 Madison Avenue, Suite 1407 |
Diversified Financial Services | Senior secured loan | ||||
Assertio Holdings, Inc. 100 South Saunders Road, Suite 300 |
Pharmaceuticals | Common Stock | <1% | |||
aTyr Pharma, Inc. 3545 John Hopkins Court, Suite 250 |
Pharmaceuticals | Warrants | <1% | |||
Basic Fun, Inc. 301 Yamato Road, Suite 4200 |
Specialty Retail | Senior secured loan | ||||
BayMark Health Services, Inc. 1720 Lakepointe Dr., Suite 117 |
Health Care Providers & Services |
Senior secured loan | ||||
Bayside Opco, LLC c/o Golub Capital 200 Park Avenue |
Healthcare Providers & Services |
Senior secured loan | ||||
Bayside Parent, LLC c/o Golub Capital 200 Park Avenue |
Healthcare Providers & Services |
Senior secured loan, Common equity | 6.5% | |||
Bazzini, LLC 1035 Mill Road |
Food & Staples Retailing |
Equipment financing | ||||
BDG Media, Inc. 315 Park Avenue South, 11th Floor |
Media | Senior secured loan | ||||
Boart Longyear Company 2455 South 3600 West |
Metals & Mining | Equipment financing | ||||
Bowman Energy Solutions, LLC 3083 IH 35 South |
Commercial Services & Supplies |
Equipment financing | ||||
BridgeBio Pharma, Inc. 421 Kipling Street |
Biotechnology | Senior secured loan | ||||
Name and Address of Portfolio Company: |
Industry |
Type of Investment |
% of Class Held | |||
C-Port/Stone LLCP.O. Box 310 16201 E Main St |
Oil, Gas & Consumable Fuels |
Equipment financing | ||||
Capital City Jet Center, Inc. 2000 Norton Rd |
Airlines | Equipment financing | ||||
CardioFocus, Inc. 500 Nickerson Road, Suite 500-200 |
Health Care Equipment & Supplies | Warrants | <1% | |||
Carolina’s Contracting, LLC 2688 Ebenezer Church Road |
Diversified Consumer Services |
Equipment financing | ||||
CC SAG Holdings Corp. 30 Two Bridges Road |
Diversified Consumer Services |
Senior secured loan | ||||
Centrexion Therapeutics, Inc. 200 State Street, 6th Floor |
Pharmaceuticals | Warrants | <1% | |||
Cerapedics, Inc. 11025 Dover Street, Suite 1600 |
Biotechnology | Senior secured loan | ||||
CKD Holdings, LLC 5125 W 123rd Street |
Road & Rail | Equipment financing | ||||
Clubcorp Holdings, Inc. 3030 LBJ Freeway, Suite 600 |
Hotels, Restaurants & Leisure |
Equipment financing | ||||
Conventus Orthopaedics, Inc. 10200 73rd Avenue North, Suite 122 |
Health Care Equipment & Supplies | Warrants | <1% | |||
Complete Equipment Rentals, LLC 1360 Ocean Ave |
Commercial Services & Supplies |
Equipment financing | ||||
Copper River Seafoods, Inc. 1118 East 5th Avenue |
Food Products | Senior secured loan | ||||
Crewline Buyer, Inc. 188 Spear St., Suite 1000 |
IT Services | Senior secured loan | ||||
CVAUSA Management, LLC 610 Sycamore Street, Suite 220 |
Health Care Providers & Services |
Senior secured loan | ||||
DeepIntent, Inc. 1450 Broadway, Floor 23 |
Media | Senior secured loan | ||||
Name and Address of Portfolio Company: |
Industry |
Type of Investment |
% of Class Held | |||
Delphinus Medical Technologies, Inc. 46701 Commerce Center Drive |
Health Care Equipment & Supplies | Warrants | <1% | |||
Dongwon Autopart Technology Inc. 12970 Montgomery Hwy |
Auto Components | Equipment financing | ||||
Double S Industrial Contractors, Inc. 4530 Hwy 69 N |
Commercial Services & Supplies |
Equipment financing | ||||
Drillers Choice, Inc. 1849 Candy Lane SW, Suite B |
Commercial Services & Supplies |
Equipment financing | ||||
Energy Drilling Services, LLC 5918 Meridian Blvd, Suite 1 |
Diversified Consumer Services |
Equipment financing | ||||
Enhanced Permanent Capital, LLC 201 St. Charles Avenue, Suite 3400 |
Capital Markets | Senior secured loan | ||||
ENS Holdings III Corp., ES Opco USA, LLC 10800 Pecan Park Blvd, #300 |
Trading Companies & Distributors |
Senior secured loan | ||||
Environmental Protection & Improvement Company LLC 451 North Cannon Ave |
Road & Rail | Equipment financing | ||||
Equipment Operating Leases LLC 501 Merritt Seven |
Multi-Sector Holdings | Equipment financing | ||||
Essence Group Holdings Corporation (Lumeris) 13900 Riverport Drive |
Health Care Technology | Warrants | <1% | |||
Exactcare Parent, Inc. 8333 Rockside Road |
Health Care Providers & Services |
Senior secured loan | ||||
Extreme Steel Crane & Rigging, LLC 9705 Rider Road |
Commercial Services & Supplies |
Equipment financing | ||||
Fertility (ITC) Investment, LLC 11425 El Camino Real |
Health Care Providers & Services |
Senior secured loan | ||||
FGI Worldwide LLC 410 Park Ave, Suite 920 |
Diversified Financial Services |
Senior secured loan | ||||
Name and Address of Portfolio Company: |
Industry |
Type of Investment |
% of Class Held | |||
First American Commercial Bancorp, Inc 211 High Point Drive |
Diversified Financial Services |
Equipment financing | ||||
First National Capital, LLC 1029 Highway 6 North, Suite 650-283 |
Diversified Financial Services |
Equipment financing | ||||
Foundation Consumer Brands, LLC 320 Park Avenue, 24th Floor |
Personal Products | Senior secured loan | ||||
Georgia Jet, Inc. 530 Briscoe Blvd. |
Airlines | Equipment financing | ||||
Glooko, Inc. 411 High St |
Health Care Technology |
Senior secured loan | ||||
GMT Corporation 2112 Bremer Ave |
Machinery | Equipment financing | ||||
GSM Acquisition Corp. 5250 Frye Rd |
Leisure Equipment & Products |
Senior secured loan | ||||
Hawkeye Contracting Company, LLC 2117 Summit Square Place, Suite 180 |
Construction & Engineering |
Equipment financing | ||||
Higginbotham Insurance Agency, Inc 500 W. 13th Street |
Insurance | Senior secured loan | ||||
HTI Logistics Corporation 1191 East Blue Lick Road |
Commercial Services & Supplies |
Equipment financing | ||||
Human Interest Inc. 655 Montgomery St., Suite 1800 |
Internet Software & Services |
Senior secured loan | ||||
iCIMS, Inc. 101 Crawfords Corner Road, Suite 3-100 |
Software | Senior secured loan | ||||
International Automotive Components Group 27777 Franklin Road |
Auto Components | Equipment financing | ||||
KBH Topco, LLC 150 North Field Drive, Suite 193 |
Multi-Sector Holdings | Common equity | 87.5% | |||
Kaseya Inc. 701 Brickell Avenue, Suite 400 |
Software | Senior secured loan | ||||
Name and Address of Portfolio Company: |
Industry |
Type of Investment |
% of Class Held | |||
Kid Distro Holdings, LLC 34 3rd Ave, #183 |
Software | Senior secured loan | ||||
Kingsbridge Holdings, LLC 150 N. Field Drive, Suite 193 |
Multi-Sector Holdings | Senior secured loan | ||||
Kool Pak, LLC 4550 Kruse Way |
Road & Rail | Equipment financing | ||||
Loc Performance Products, LLC 13505 N. Haggerty Road |
Machinery | Equipment financing | ||||
Logix Holding Company, LLC 2950 N. Loop West, 8th Floor |
Communications Equipment | Senior secured loan | ||||
Loyer Capital LLC 501 Merritt Seven |
Multi-Sector Holdings | Equipment financing | ||||
Lux Credit Consultants, LLC 389 Empire Blvd |
Road & Rail | Equipment financing | ||||
Luxury Asset Capital, LLC 4100 E Mississippi Avenue, Suite 1850 |
Thrifts & Mortgage Finance |
Senior secured loan | ||||
LUX Vending, LLC 18302 Irvine Blvd, Suite 300 |
Consumer Finance | Equipment financing | ||||
Maxor Acquisition, Inc. 320 South Polk Street, Suite 200 |
Health Care Providers & Services |
Senior secured loan | ||||
Meditrina, Inc. 1190 Saratoga Ave, Suite 180 |
Health Care Providers & Services |
Senior secured loan, warrants | <1% | |||
Medrina, LLC 401 N Michigan Ave, Suite 1200 |
Health Care Providers & Services |
Senior secured loan | ||||
Miranda Logistics Enterprise, Inc. 2202 S Figueroa St., #437 |
Construction & Engineering |
Equipment financing | ||||
Mountain Air Helicopters, Inc. 14 Elaine Dr. |
Commercial Services & Supplies | Equipment financing | ||||
Neuronetics, Inc. 3222 Phoenixville Pike |
Health Care Equipment & Supplies |
Senior secured loan | ||||
| Name and Address of Portfolio Company: |
Industry |
Type of Investment |
% of Class Held | |||
| Nimble Crane LLC 89 Timson Hill Road |
Commercial Services & Supplies |
Equipment financing | ||||
| No Limit Construction Services, LLC 1020 W. Loop N, Suite 270 |
Commercial Services & Supplies |
Equipment financing | ||||
| NSPC Intermediate Corp. 11921 Rockville Pike, Suite 505 |
Health Care Providers & Services |
Senior secured loan | ||||
| NSPC Holdings, LLC 11921 Rockville Pike, Suite 505 |
Health Care Providers & Services |
Common Equity | <1% | |||
| OmniGuide Holdings, Inc. 4 Maguire Road |
Health Care Equipment & Supplies | Senior secured loan | ||||
| One Touch Direct, LLC 4902 W Sligh Ave |
Commercial Services & Supplies | Senior secured loan | ||||
| ONS MSO, LLC 6 Greenwich Office Park |
Health Care Providers & Services |
Senior secured loan | ||||
| Orthopedic Care Partners Management, LLC 4500 Newberry Rd |
Health Care Providers & Services |
Senior secured loan | ||||
| Outset Medical, Inc. 3052 Orchard Drive |
Health Care Equipment & Supplies |
Senior secured loan | ||||
| Ozzies, Inc. 7102 West Sherman St. |
Commercial Services & Supplies |
Equipment financing | ||||
| PCX Aerostructures LLC 300 Fenn Road |
Aerospace & Defense | Equipment financing | ||||
| Peter C. Foy & Associates Insurance Services, LLC 2500 W. Executive Parkway, Suite 200 |
Insurance | Senior secured loan | ||||
| Pinnacle Treatment Centers, Inc. 1317 Route 73, Suite 200 |
Health Care Providers & Services | Senior secured loan | ||||
| Plastics Management, LLC 535 Sycamore Ave |
Health Care Providers & Services |
Senior secured loan | ||||
| Rane Light Metal Castings, Inc. 232 Hopkinsville Rd |
Machinery | Equipment financing | ||||
| Name and Address of Portfolio Company: |
Industry |
Type of Investment |
% of Class Held | |||
| Rango, Inc. 4215 E McDowell Rd |
Commercial Services & Supplies | Equipment financing | ||||
| Rayzor’s Edge LLC 335 Sniffens Lane |
Diversified Consumer Services |
Equipment financing | ||||
| Retina Midco, Inc. 550 Reserve Street, Suite 330 |
Health Care Providers & Services |
Senior secured loan | ||||
| RH Land Construction, LLC & Harbor Dredging LA, Inc. 132 E Bagstill Street |
Construction & Engineering |
Equipment financing | ||||
| Rotten Rock Hardscaping & Tree Service 185A Valley View Road |
Diversified Consumer Services |
Equipment financing | ||||
| Royal Express Inc. 12125 Jef Drive |
Road & Rail | Equipment financing | ||||
| RD Holdco, Inc. 2201 West Plano Parkway, Suite 100 |
Diversified Consumer Services |
Senior secured loan, common stock, class b common stock | 26% | |||
| RQM+ Corp. 2790 Mosside Blvd., Suite 800 |
Life Sciences Tools & Services |
Senior secured loan | ||||
| Rutt Services, LLC 6263 Palomino Cir |
Commercial Services & Supplies |
Equipment financing | ||||
| RxSense Holdings, LLC 99 High Street, Suite 2800 |
Diversified Consumer Services |
Senior secured loan | ||||
| SCP Eye Care Holdco, LLC 5775 Glenridge Drive, Building B, Suite 500 |
Health Care Providers & Services |
Senior secured loan | ||||
| Senseonics Holdings, Inc. 20451 Seneca Meadows Parkway |
Health Care Equipment & Supplies | Common stock | <1% | |||
| SHO Holding I Corp 666 5th Avenue, 36th Floor |
Footwear | Senior secured loan | ||||
| Signet Marine Corporation 1330 Post Oak Blvd, Suite 600 |
Transportation Infrastructure |
Equipment financing | ||||
| Name and Address of Portfolio Company: |
Industry |
Type of Investment |
% of Class Held | |||
| SLR-AMI Topco Blocker, LLC500 Park Ave |
Internet & Catalog Retail | Common equity | 7.3% | |||
| SLR Business Credit 821 Alexander Road, Suite 130 |
Diversified Financial Services | Common equity | 100% | |||
| SLR Credit Solutions (f/k/a Crystal Financial LLC) Two International Place, 17th Floor |
Diversified Financial Services | Common equity | 100% | |||
| SLR Equipment Finance (f/k/a NEF Holdings LLC) 501 Merritt Seven, 6th Floor |
Multi-Sector Holdings | Equipment financing, equity interests | 100% | |||
| SLR Healthcare ABL 1 International Plaza, Suite 220 |
Diversified Financial Services | Common equity | 93.1% | |||
| SLR Senior Lending Program LLC 500 Park Ave |
Asset Management | Common equity | 50.0% | |||
| Smiley Lifting Solutions, LLC 5326 W. Mohave St |
Commercial Services & Supplies |
Equipment financing | ||||
| SOINT, LLC 500 Park Avenue |
Aerospace & Defense | Preferred stock | 100% | |||
| Southern Orthodontic Partners Management, LLC 2525 W End Ave, Suite 925 |
Health Care Providers & Services |
Senior secured loan | ||||
| Spar Marketing Force, Inc. 1910 Opdyke Ct |
Media | Senior secured loan | ||||
| ST Coaches, LLC 1302 S 8th Street |
Road & Rail | Equipment financing | ||||
| Star Coaches Inc. 2051 Marietta Road |
Road & Rail | Equipment financing | ||||
| Stryten Resources, LLC 3700 Mansell Rd, Suite 400 Alpharetta, GA, 30022 |
Auto Parts & Equipment |
Senior secured loan | ||||
| SunMed Group Holdings, LLC 2710 Northridge Drive NW |
Health Care Equipment & Supplies |
Senior secured loan | ||||
| Name and Address of Portfolio Company: |
Industry |
Type of Investment |
% of Class Held | |||
| Superior Transportation, Inc. 1940 Hanahan Road |
Road & Rail | Equipment financing | ||||
| TAUC Management, LLC 975 Hornet Drive |
Health Care Providers & Services |
Senior secured loan | ||||
| The Smedley Company & Smedley Services, Inc. 40 Flax Mill Road |
Commercial Services & Supplies |
Equipment financing | ||||
| The Townsend Company, LLC 1015 W. Jackson Street |
Commercial Services & Supplies |
Senior secured loan | ||||
| Tilley Distribution, Inc. 501 Chesapeake Park Plz |
Trading Companies & Distributors |
Senior secured loan | ||||
| Trinity Equipment, Inc. 13052 Whittram Ave |
Commercial Services & Supplies |
Equipment financing | ||||
| Trinity Equipment Rentals, Inc. 13052 Whittram Ave |
Commercial Services & Supplies |
Equipment financing | ||||
| Ultimate Baked Goods Midco LLC 828 Kasota Ave. SE |
Packaged Foods & Meats | Senior secured loan | ||||
| United Digestive MSO Parent, LLC 1355 Peachtree Street NE, Suite 1600 |
Health Care Providers & Services |
Senior secured loan | ||||
| Urology Management Holdings, Inc. 500 East Broward Blvd, Suite 2150 |
Health Care Providers & Services |
Senior secured loan | ||||
| U.S. Crane & Rigging, LLC 155-157 Pilot St |
Commercial Services & Supplies |
Equipment financing | ||||
| Up Trucking Services, LLC 1100 E Double E Drive |
Road & Rail | Equipment financing | ||||
| UVP Management, LLC 555 North 13 th Ave |
Health Care Providers & Services |
Senior secured loan | ||||
| Vapotherm, Inc. 100 Domain Drive |
Health Care Equipment & Supplies |
Senior secured loan; warrants | 1.7% | |||
| Venus Concept Ltd. 235 Yorkland Blvd., Suite 900 Toronto, ON M2J 4Y8 Canada |
Health Care Equipment & Supplies | Warrants | <1% | |||
| Name and Address of Portfolio Company: |
Industry |
Type of Investment |
% of Class Held | |||
| Vertos Medical, Inc. 95 Enterprise, #325 |
Health Care Equipment & Supplies |
Senior secured loan; warrants | <1% | |||
| Vessco Midco Holdings, LLC 8217 Upland Circle |
Water Utilities | Senior secured loan | ||||
| Waste Pro of Florida, Inc. 2101 W. State Road 434, Suite 315 |
Commercial Services & Supplies |
Equipment financing | ||||
| WCI-BXC Purchaser, LLC39 N Labombard Rd |
Distributors | Senior secured loan | ||||
| West-NR Parent, Inc.32110 Agoura Road |
Insurance | Senior secured loan | ||||
| Wind River Environmental, LLC 46 Lizotte Drive Marlborough, MA 78557 |
Diversified Consumer Services | Equipment financing | ||||
| Womble Company, Inc. 12821 Industrial Road |
Energy Equipment & Services | Equipment financing | ||||
| Worldwide Flight Services, Inc. JFK International Airport Building 151 East Hanger Road, Suite 361 |
Transportation Infrastructure |
Equipment financing | ||||
| Zamborelli Enterprises Pacific Southern Foundation 640 S. Coast Hwy, #3A |
Diversified Consumer Services |
Equipment financing | ||||
| Name of Portfolio Manager |
Dollar Range of Equity Securities in SLR Investment (1)(2) | |
| Over $1 million | ||
| Bruce Spohler |
Over $1 million |
(1) |
Dollar ranges are as follows: None, $1 — $10,000, $10,001 — $50,000, $50,001 — $100,000, $100,001 — $500,000; $500,001 — $1,000,000 or Over $1,000,000. |
(2) |
The dollar range of equity securities beneficially owned in us is based on the closing price for our common stock of $15.03 on December 29, 2023 on the NASDAQ Global Select Market. |
Number of Accounts |
Assets of Accounts |
Number of Accounts Subject to a Performance Fee |
Assets Subject to a Performance Fee |
|||||||||||||||
| Registered Investment Companies | — | $ | — | — | $ | — | ||||||||||||
| Pooled Investment Vehicles Other Than Registered Investment Companies (1) |
15 | $ | 5,593.8 | 15 | $ | 5,593.8 | ||||||||||||
| Other Accounts | 2 | $ | 193.8 | 1 | $ | 183.1 | ||||||||||||
| Bruce Spohler |
Registered Investment Companies | — | $ | — | — | $ | — | |||||||||||
| Pooled Investment Vehicles Other Than Registered Investment Companies (1) |
15 | $ | 5,593.8 | 15 | $ | 5,593.8 | ||||||||||||
| Other Accounts | 2 | $ | 193.8 | 1 | $ | 183.1 | ||||||||||||
| (1) | Includes management investment companies that have elected to be regulated as business development companies under the 1940 Act. |
| • | 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. |
| • | private placements and restricted securities that do not have an active trading market; |
| • | securities whose trading has been suspended or for which market quotes are no longer available; |
| • | debt securities that have recently gone into default and for which there is no current market; |
| • | securities whose prices are stale; |
| • | securities affected by significant events; and |
| • | securities that SLR Capital Partners believes were priced incorrectly. |
| • | the net asset value of our common stock disclosed in the most recent periodic report that we filed with the SEC; |
| • | our management’s assessment of whether any material change in the net asset value of our common stock has occurred (including through the realization of gains on the sale of our portfolio securities) during the period beginning on the date of the most recently disclosed net asset value of our common stock and ending as of a time within 48 hours (excluding Sundays and holidays) of the sale of our common stock; and |
| • | the magnitude of the difference between (i) a value that our board of directors or an authorized committee thereof has determined reflects the current (as of a time within 48 hours excluding Sundays and holidays) net asset value of our common stock, which is based upon the net asset value of our common stock disclosed in the most recent periodic report we filed with the SEC, as adjusted to reflect our management’s assessment of any material change in the net asset value of our common stock since the date of the most recently disclosed net asset value of our common stock, and (ii) the offering price of the shares of our common stock in the proposed offering. |
| • | a citizen or individual resident of the United States including an alien individual who is a lawful permanent resident of the United States or meets the “substantial presence” test under Section 7701(b) of the Code; |
| • | a corporation or other entity taxable as a corporation, for U.S. federal income tax purposes, created or organized in or under the laws of the United States, any state thereof, or the District of Columbia; |
| • | a trust, if a court in the United States has primary supervision over its administration and one or more U.S. persons have the authority to control all decisions of the trust, or the trust has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person; or |
| • | an estate, the income of which is subject to U.S. federal income taxation regardless of its source. |
| • | qualify as a RIC; and |
| • | satisfy the Annual Distribution Requirement; |
| • | 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) distributions, 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 and more than 10% of the outstanding voting securities of the issuer; and |
| • | 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 effect that an offering below net asset value per share would have on our stockholders, including the potential dilution to the net asset value per share of our common stock our stockholders would experience as a result of the offering; |
| • | the amount per share by which the offering price per share and the net proceeds per share are less than our most recently determined net asset value per share; |
| • | the relationship of recent market prices of par common stock to net asset value per share and the potential impact of the offering on the market price per share of our common stock; |
| • | whether the estimated offering price would closely approximate the market value of shares of our common stock; |
| • | the potential market impact of being able to raise capital during the current financial market difficulties; |
| • | the nature of any new investors anticipated to acquire shares of our common stock in the offering; |
| • | the anticipated rate of return on and quality, type and availability of investments; and |
| • | the leverage available to us. |
| • | existing stockholders who do not purchase any shares in the offering; |
| • | existing stockholders who purchase a relatively small amount of shares in the offering or a relatively large amount of shares in the offering; and |
| • | new investors who become stockholders by purchasing shares in the offering. |
Example 1 |
Example 2 |
Example 3 |
Example 4 |
|||||||||||||||||||||||||||||||||
5% Offering at 5% Discount |
10% Offering at 10% Discount |
20% Offering at 20% Discount |
25% Offering at 100% Discount |
|||||||||||||||||||||||||||||||||
Prior to Sale |
Following Sale |
% Change |
Following Sale |
% Change |
Following Sale |
% Change |
Following Sale |
% Change |
||||||||||||||||||||||||||||
Offering Price |
||||||||||||||||||||||||||||||||||||
Price per Share to Public |
$ | 22.68 | $ | 21.49 | $ | 19.10 | $ | 0.01 | ||||||||||||||||||||||||||||
Net Proceeds per Share to Issuer |
$ | 21.55 | $ | 20.41 | $ | 18.14 | $ | 0.01 | ||||||||||||||||||||||||||||
Decrease to Net Asset Value |
||||||||||||||||||||||||||||||||||||
Total Shares Outstanding |
36,608,038 | 38,438,440 | 5.00 | % | 40,268,842 | 10.00 | % | 43,929,646 | 20.00 | % | 45,760,048 | 25.00 | % | |||||||||||||||||||||||
Net Asset Value per Share |
$ | 22.68 | $ | 22.63 | (0.24 | )% | $ | 22.47 | (0.91 | )% | $ | 21.92 | (3.33 | )% | $ | 18.15 | (19.99 | )% | ||||||||||||||||||
Dilution to Nonparticipating Stockholder |
||||||||||||||||||||||||||||||||||||
Shares Held by Stockholder A |
36,608 | 36,608 | — | % | 36,608 | — | % | 36,608 | — | % | 36,608 | — | % | |||||||||||||||||||||||
Percentage Held by Stockholder A |
0.10 | % | 0.10 | % | (4.76 | )% | 0.09 | % | (9.09 | )% | 0.08 | % | (16.67 | )% | 0.08 | % | (20.00 | )% | ||||||||||||||||||
Total Net Asset Value Held by Stockholder A |
$ | 830,270 | $ | 828,293 | (0.24 | )% | $ | 822,722 | (0.91 | )% | $ | 802,595 | (3.33 | )% | $ | 664,289 | (19.99 | )% | ||||||||||||||||||
Total Investment by Stockholder A (Assumed to be Current NAV per Share) |
$ | 830,270 | $ | 830,270 | $ | 830,270 | $ | 830,270 | $ | 830,270 | ||||||||||||||||||||||||||
Total Dilution to Stockholder A (Total Net Asset Value Less Total Investment) |
$ | (1,977 | ) | $ | (7,548 | ) | $ | (27,676 | ) | $ | (165,981 | ) | ||||||||||||||||||||||||
Investment per Share Held by Stockholder A (Assumed to be NAV per Share on Shares Held Prior to Sale) |
$ | 22.68 | $ | 22.68 | $ | 22.68 | $ | 22.68 | $ | 22.68 | ||||||||||||||||||||||||||
Net Asset Value per Share Held by Stockholder A |
$ | 22.63 | $ | 22.47 | $ | 21.92 | $ | 18.15 | ||||||||||||||||||||||||||||
Dilution per Share Held by Stockholder A (Net Asset Value per Share Less Investment per Share) |
$ | (0.05 | ) | $ | (0.21 | ) | $ | (0.76 | ) | $ | (4.53 | ) | ||||||||||||||||||||||||
Percentage Dilution to Stockholder A (Dilution per Share Divided by Investment per Share) |
(0.24 | )% | (0.91 | )% | (3.33 | )% | (19.99 | )% | ||||||||||||||||||||||||||||
50% Participation |
150% Participation |
|||||||||||||||||||
Prior to Sale |
Following Sale |
% Change |
Following Sale |
% Change |
||||||||||||||||
Offering Price |
||||||||||||||||||||
Price per Share to Public |
$ | 19.10 | $ | 19.10 | ||||||||||||||||
Net Proceeds per Share to Issuer |
$ | 18.14 | $ | 18.14 | ||||||||||||||||
Decrease/Increase to Net Asset Value |
||||||||||||||||||||
Total Shares Outstanding |
36,608,038 | 43,929,646 | 20.00 | % | 43,929,646 | 20.00 | % | |||||||||||||
Net Asset Value per Share |
$ | 22.68 | $ | 21.92 | (3.33 | )% | $ | 21.92 | (3.33 | )% | ||||||||||
Dilution/Accretion to Participating Stockholder |
||||||||||||||||||||
Shares Held by Stockholder A |
36,608 | 40,269 | 10.00 | % | 47,590 | 30.00 | % | |||||||||||||
Percentage Held by Stockholder A |
0.10 | % | 0.09 | % | (8.33 | )% | 0.11 | % | 8.33 | % | ||||||||||
Total Net Asset Value Held by Stockholder A |
$ | 830,270 | $ | 882,854 | 6.33 | % | $ | 1,043,373 | 25.67 | % | ||||||||||
Total Investment by Stockholder A (Assumed to be Current NAV per Share on Shares Held Prior to Sale) |
$ | 900,188 | $ | 1,040,023 | ||||||||||||||||
Total Dilution/Accretion to Stockholder A (Total Net Asset Value Less Total Investment) |
$ | (17,334 | ) | $ | 3,350 | |||||||||||||||
Investment per Share Held by Stockholder A (Assumed to be Net Asset Value on Shares Held Prior to Sale) |
$ | 22.68 | $ | 22.35 | (1.44 | )% | $ | 21.85 | (3.64 | )% | ||||||||||
50% Participation |
150% Participation |
|||||||||||||||||||
Prior to Sale |
Following Sale |
% Change |
Following Sale |
% Change |
||||||||||||||||
Net Asset Value per Share Held by Stockholder A |
$ | 21.92 | $ | 21.92 | ||||||||||||||||
Dilution/Accretion per Share Held by Stockholder A (Net Asset Value per Shares Less Investment per Share) |
$ | (0.43 | ) | $ | 0.07 | |||||||||||||||
Percentage Dilution/Accretion to Stockholder A (Dilution per Share Divided by Investment per Share) |
(1.96 | )% | 0.32 | % | ||||||||||||||||
Example 1 |
Example 2 |
Example 3 |
Example 4 |
|||||||||||||||||||||||||||||||||
5% Offering at 5% Discount |
10% Offering at 10% Discount |
20% Offering at 20% Discount |
25% Offering at 100% Discount |
|||||||||||||||||||||||||||||||||
Prior to Sale |
Following Sale |
% Change |
Following Sale |
% Change |
Following Sale |
% Change |
Following Sale |
% Change |
||||||||||||||||||||||||||||
Price per Share to Public |
$ | 22.68 | $ | 21.49 | $ | 19.10 | $ | 0.01 | ||||||||||||||||||||||||||||
Net Proceeds per Share to Issuer |
$ | 21.55 | $ | 20.41 | $ | 18.14 | $ | 0.01 | ||||||||||||||||||||||||||||
Total Shares Outstanding |
36,608,038 | 38,438,440 | 5.00 | % | 40,268,842 | 10.00 | % | 43,929,646 | 20.00 | % | 45,760,048 | 25.00 | % | |||||||||||||||||||||||
Net Asset Value per Share |
$ | 22.68 | $ | 22.63 | (0.24 | )% | $ | 22.47 | (0.91 | )% | $ | 21.92 | (3.33 | )% | $ | 18.15 | (19.99 | )% | ||||||||||||||||||
Example 1 |
Example 2 |
Example 3 |
Example 4 |
|||||||||||||||||||||||||||||||||
5% Offering at 5% Discount |
10% Offering at 10% Discount |
20% Offering at 20% Discount |
25% Offering at 100% Discount |
|||||||||||||||||||||||||||||||||
Prior to Sale |
Following Sale |
% Change |
Following Sale |
% Change |
Following Sale |
% Change |
Following Sale |
% Change |
||||||||||||||||||||||||||||
Dilution/Accretion to New Investor A |
||||||||||||||||||||||||||||||||||||
Shares Held by Investor A |
1,830 | 3,661 | 7,322 | 9,152 | ||||||||||||||||||||||||||||||||
Percentage Held by Stockholder A |
0.00 | % | 0.01 | % | 0.02 | % | 0.02 | % | ||||||||||||||||||||||||||||
Total Net Asset Value Held by Investor A |
$ | 41,415 | $ | 82,272 | $ | 160,519 | $ | 166,072 | ||||||||||||||||||||||||||||
Total Investment by Investor A (At Price to Public) |
$ | — | $ | 41,514 | $ | 78,657 | $ | 139,835 | $ | 92 | ||||||||||||||||||||||||||
Total Dilution/Accretion to Investor A (Total Net Asset Value Less Total Investment) |
$ | (99 | ) | $ | 3,615 | $ | 20,684 | $ | 165,981 | |||||||||||||||||||||||||||
Investment per Share Held by Investor A |
$ | — | $ | 22.68 | $ | 21.49 | $ | 19.10 | $ | 0.01 | ||||||||||||||||||||||||||
Net Asset Value per Share Held by Investor A |
$ | 22.63 | $ | 22.47 | $ | 21.92 | $ | 18.15 | ||||||||||||||||||||||||||||
Dilution/Accretion per Share Held by Investor A (Net Asset Value per Share Less Investment per Share) |
$ | (0.05 | ) | $ | 0.99 | $ | 2.83 | $ | 18.14 | |||||||||||||||||||||||||||
Percentage Dilution/Accretion to Investor A (Dilution per Share Divided by Investment per Share) |
(0.24 | )% | 4.60 | % | 14.79 | % | 181,360 | % | ||||||||||||||||||||||||||||
(1) Title of Class |
(2) Amount Authorized |
(3) Amount Held by Us or for Our Account |
(4) Amount Outstanding Exclusive of Amounts Shown Under(3) |
|||||||||
i Common stock |
i 200,000,000 | i — | i 54,554,634 | |||||||||
| • | one-tenth or more but less than one-third; |
| • | one-third or more but less than a majority; or |
| • | a majority or more of all voting power. |
| • | any person who beneficially owns 10% or more of the voting power of the corporation’s outstanding voting stock; or |
| • | an affiliate or associate of the corporation who, at any time within the two-year period prior to the date in question, was the beneficial owner of 10% or more of the voting power of the then outstanding voting stock of the corporation. |
| • | 80% of the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation; and |
| • | two-thirds of the votes entitled to be cast by holders of voting stock of the corporation other than shares held by the interested stockholder with whom, or with whose affiliate, the business combination is to be effected, or held by an affiliate or associate of the interested stockholder. |
| • | the designation and number of shares of such series; |
| • | the rate, whether fixed or variable, and time at which any dividends will be paid on shares of such series, as well as whether such dividends are participating or non-participating; |
| • | any provisions relating to convertibility or exchangeability of the shares of such series; |
| • | the rights and preferences, if any, of holders of shares of such series upon our liquidation, dissolution or winding up of our affairs; |
| • | the voting powers, if any, of the holders of shares of such series; |
| • | any provisions relating to the redemption of the shares of such series; |
| • | any limitations on our ability to pay dividends or make distributions on, or acquire or redeem, other securities while shares of such series are outstanding; |
| • | any conditions or restrictions on our ability to issue additional shares of such series or other securities; |
| • | if applicable, a discussion of certain U.S. federal income tax considerations; and |
| • | any other relative powers, preferences and participating, optional or special rights of shares of such series, and the qualifications, limitations or restrictions thereof. |
| • | the period of time the offering would remain open (which shall be open a minimum number of days such that all record holders would be eligible to participate in the offering and shall not be open longer than 120 days); |
| • | the title of such subscription rights; |
| • | the exercise price for such subscription rights (or method of calculation thereof); |
| • | the ratio of the offering (which, in the case of transferable rights, will require a minimum of three shares to be held of record before a person is entitled to purchase an additional share); |
| • | the number of such subscription rights issued to each stockholder; |
| • | the extent to which such subscription rights are transferable and the market on which they may be traded if they are transferable; |
| • | if applicable, a discussion of certain U.S. federal income tax considerations applicable to the issuance or exercise of such subscription rights; |
| • | the date on which the right to exercise such subscription rights shall commence, and the date on which such right shall expire (subject to any extension); |
| • | the extent to which such subscription rights include an over-subscription privilege with respect to unsubscribed securities and the terms of such over-subscription privilege; |
| • | any termination right we may have in connection with such subscription rights offering; and |
| • | any other terms of such subscription rights, including exercise, settlement and other procedures and limitations relating to the transfer and exercise of such subscription rights. |
| • | the title of such warrants; |
| • | the aggregate number of such warrants; |
| • | the price or prices at which such warrants will be issued; |
| • | the currency or currencies, including composite currencies, in which the price of such warrants may be payable; |
| • | if applicable, the designation and terms of the securities with which the warrants are issued and the number of warrants issued with each such security or each principal amount of such security; |
| • | in the case of warrants to purchase debt securities, the principal amount of debt securities purchasable upon exercise of one warrant and the price at which and the currency or currencies, including composite currencies, in which this principal amount of debt securities may be purchased upon such exercise; |
| • | in the case of warrants to purchase common stock or preferred stock, the number of shares of common stock or preferred stock, as the case may be, purchasable upon exercise of one warrant and the price at which and the currency or currencies, including composite currencies, in which these shares may be purchased upon such exercise; |
| • | the date on which the right to exercise such warrants shall commence and the date on which such right will expire; |
| • | whether such warrants will be issued in registered form or bearer form; |
| • | if applicable, the minimum or maximum amount of such warrants that may be exercised at any one time; |
| • | if applicable, the date on and after which such warrants and the related securities will be separately transferable; |
| • | information with respect to book-entry procedures, if any; |
| • | the terms of the securities issuable upon exercise of the warrants; |
| • | if applicable, a discussion of certain U.S. federal income tax considerations; and |
| • | any other terms of such warrants, including terms, procedures and limitations relating to the exchange and exercise of such warrants. |
| • | the designation or title of the series of debt securities; |
| • | the total principal amount of the series of debt securities; |
| • | the percentage of the principal amount at which the series of debt securities will be offered; |
| • | the date or dates on which principal will be payable; |
| • | the rate or rates (which may be either fixed or variable) and/or the method of determining such rate or rates of interest, if any; |
| • | the date or dates from which any interest will accrue, or the method of determining such date or dates, and the date or dates on which any interest will be payable; |
| • | whether any interest may be paid by issuing additional securities of the same series in lieu of cash (and the terms upon which any such interest may be paid by issuing additional securities); |
| • | the terms for redemption, extension or early repayment, if any; |
| • | the currencies in which the series of debt securities are issued and payable; |
| • | whether the amount of payments of principal, premium or interest, if any, on a series of debt securities will be determined with reference to an index, formula or other method (which could be based on one or more currencies, commodities, equity indices or other indices) and how these amounts will be determined; |
| • | the place or places, if any, other than or in addition to the Borough of Manhattan in the City of New York, of payment, transfer, conversion and/or exchange of the debt securities; |
| • | the denominations in which the offered debt securities will be issued (if other than $1,000 and any integral multiple thereof for registered securities or $5,000 for bearer securities); |
| • | the provision for any sinking fund; |
| • | any restrictive covenants; |
| • | any events of default; |
| • | whether the series of debt securities are issuable in certificated form; |
| • | any provisions for defeasance or covenant defeasance; |
| • | any special U.S. federal income tax implications, including, if applicable, U.S. federal income tax considerations relating to original issue discount; |
| • | whether and under what circumstances we will pay additional amounts in respect of any tax, assessment or governmental charge and, if so, whether we will have the option to redeem the debt securities rather than pay the additional amounts (and the terms of this option); |
| • | any provisions for convertibility or exchangeability of the debt securities into or for any other securities; |
| • | whether the debt securities are subject to subordination and the terms of such subordination; |
| • | whether the debt securities are secured and the terms of any security interests; |
| • | the listing, if any, on a securities exchange; and |
| • | any other terms. |
| • | how it handles securities payments and notices; |
| • | whether it imposes fees or charges; |
| • | how it would handle a request for the holders’ consent, if ever required; |
| • | whether and how you can instruct it to send you debt securities registered in your own name so you can be a holder, if that is permitted in the future for a particular series of debt securities; |
| • | how it would exercise rights under the debt securities if there were a default or other event triggering the need for holders to act to protect their interests; and |
| • | if the debt securities are in book-entry form, how the depositary’s rules and procedures will affect these matters. |
| • | an investor cannot cause the debt securities to be registered in his or her name and cannot obtain certificates for his or her interest in the debt securities, except in the special situations we describe below; |
| • | an investor will be an indirect holder and must look to his or her own bank or broker for payments on the debt securities and protection of his or her legal rights relating to the debt securities, as we describe under “Issuance of Securities in Registered Form” above; |
| • | an investor may not be able to sell interests in the debt securities to some insurance companies and other institutions that are required by law to own their securities in non-book-entry form; |
| • | an investor may not be able to pledge his or her interest in a global security in circumstances where certificates representing the debt securities must be delivered to the lender or other beneficiary of the pledge in order for the pledge to be effective; |
| • | the depositary’s policies, which may change from time to time, will govern payments, transfers, exchanges and other matters relating to an investor’s interest in a global security. We and the trustee have no responsibility for any aspect of the depositary’s actions or for its records of ownership interests in a global security. We and the trustee also do not supervise the depositary in any way; |
| • | if we redeem less than all the debt securities of a particular series being redeemed, DTC’s practice is to determine by lot the amount to be redeemed from each of its participants holding that series; |
| • | an investor is required to give notice of exercise of any option to elect repayment of its debt securities, through its participant, to the applicable trustee and to deliver the related debt securities by causing its participant to transfer its interest in those debt securities, on DTC’s records, to the applicable trustee; |
| • | DTC requires that those who purchase and sell interests in a global security deposited in its book-entry system use immediately available funds. Your broker or bank may also require you to use immediately available funds when purchasing or selling interests in a global security; and |
| • | financial institutions that participate in the depositary’s book-entry system, and through which an investor holds its interest in a global security, may also have their own policies affecting payments, notices and other matters relating to the debt securities. There may be more than one financial intermediary in the chain of ownership for an investor. We do not monitor nor are we responsible for the actions of any of those intermediaries. |
| • | We do not pay the principal of, or any premium on, a debt security of the series on its due date. |
| • | We do not pay interest on a debt security of the series and the failure to pay such interest continues for a period of 30 calendar days following the due date. |
| • | We do not deposit any sinking fund payment in respect of debt securities of the series and the failure to deposit such sinking fund payment continues for a period of 2 business days following the due date. |
| • | We remain in breach of a covenant in respect of debt securities of the series for 60 calendar days after we receive a written notice of default stating we are in breach (subject to any exceptions noted in the indenture). The notice must be sent by either the trustee or holders of at least 25% of the principal amount of debt securities of the series. |
| • | We file for bankruptcy or certain other events of bankruptcy, insolvency or reorganization occur and remain undischarged or unstayed for a period of 90 consecutive calendar days. |
| • | Any class of debt securities has an asset coverage of less than 100 per centum on the last business day of each of 24 consecutive calendar months. |
| • | Any other Event of Default in respect of debt securities of the series described in the applicable prospectus supplement occurs. |
| • | you must give your trustee written notice that an Event of Default with respect to the relevant series of debt securities has occurred and remains uncured; |
| • | the holders of at least 25% in principal amount of all outstanding debt securities of the relevant series must make a written request that the trustee take action because of the default; |
| • | you must have offered to the trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; |
| • | the trustee must not have taken action for 60 calendar days after receipt of the above notice and offer of indemnity; and |
| • | the holders of a majority in principal amount of the debt securities of that series must not have given the trustee a direction inconsistent with the above notice during that 60-day period. |
| • | the payment of principal, any premium or interest; or |
| • | in respect of a covenant that cannot be modified or amended without the consent of each holder. |
| • | we are the continuing corporation, or the corporation (if other than us) formed by such consolidation or into which we are merged or the person which acquires by conveyance or transfer our properties and assets substantially as an entirety expressly assumes, by a supplemental indenture, executed and delivered to the trustee, in form satisfactory to the trustee, the due and punctual payment of the principal of (and premium, if any, on) and interest, if any, on the debt securities and the performance of every covenant of the indenture on our part to be performed or observed; |
| • | immediately after giving effect to such transaction, no default or event of default shall have happened and be continuing, as described under “—Events of Default” above; for purposes of this no-default test, a default would include an Event of Default that has occurred and has not been cured, as described under “—Events of Default” above. A default for this purpose would also include any event that would be an Event of Default if the requirements for giving us a notice of default or our default having to exist for a specific period of time were disregarded; |
| • | we and the successor person have delivered to the trustee an officers’ certificate and an opinion of counsel each stating that such consolidation, merger, conveyance or transfer and such supplemental indenture comply with the relevant covenant in the indenture and that all conditions precedent therein provided for relating to such transaction have been complied with; and |
| • | we satisfy any other requirements specified in the applicable prospectus supplement relating to a particular series of debt securities. |
| • | change the stated maturity of the principal of (or premium, if any) or any installment of principal of, or interest on, a debt security or the terms of any sinking fund with respect to any debt security; |
| • | reduce any amounts due on or the rate of interest of a debt security, including the manner of calculating the rate of interest thereon or any premium payable upon the redemption thereof; |
| • | reduce the amount of principal payable upon acceleration of the maturity of an original issue discount or indexed security following a default or upon the redemption thereof or the amount thereof provable in a bankruptcy proceeding; |
| • | adversely affect any right of repayment at the holder’s option; |
| • | change the place or currency of payment on a debt security (except as otherwise described in the prospectus or applicable prospectus supplement); |
| • | impair your right to sue for payment; |
| • | adversely affect any right to convert or exchange a debt security in accordance with its terms; |
| • | modify the subordination provisions in the indenture in a manner that is adverse to holders of the debt securities; |
| • | reduce the percentage of holders of debt securities whose consent is needed to modify or amend the indenture; |
| • | reduce the percentage of holders of debt securities whose consent is needed to waive compliance with certain provisions of the indenture or to waive certain defaults; |
| • | modify any other aspect of the provisions of the indenture dealing with supplemental indentures, modification and waiver of past defaults, changes to the quorum or voting requirements or the waiver of certain covenants; and |
| • | change any obligation we have to pay additional amounts. |
| • | If the change affects only one series of debt securities, it must be approved by the holders of a majority in principal amount of that series. |
| • | If the change affects more than one series of debt securities issued under the same indenture, it must be approved by the holders of a majority in principal amount of all of the series affected by the change, with all affected series voting together as one class for this purpose. |
| • | for original issue discount securities, we will use the principal amount that would be due and payable on the voting date if the maturity of these debt securities were accelerated to that date because of a default; |
| • | for debt securities whose principal amount is not known (for example, because it is based on an index), we will use the principal face amount at original issuance or a special rule for that debt security described in the applicable prospectus supplement ; and |
| • | for debt securities denominated in one or more foreign currencies, we will use the U.S. dollar equivalent. |
| • | We must deposit in trust for the benefit of all holders of a series of debt securities a combination of cash (in such currency in which such securities and any coupons appertaining thereto are then specified as payable at stated maturity) or government obligations applicable to such securities and coupons appertaining thereto (determined on the basis of the currency in which such securities and coupons appertaining thereto are then specified as payable at stated maturity) that will generate enough cash to make interest, principal and any other payments on the debt securities on their various due dates and any mandatory sinking fund payments or analogous payments. |
| • | We must deliver to the trustee a legal opinion of our counsel confirming that, under current U.S. federal income tax law, we may make the above deposit without causing you to be taxed on the debt securities any differently than if we did not make the deposit and just repaid the debt securities ourselves at maturity. |
| • | We must deliver to the trustee a legal opinion of our counsel stating that the above deposit does not require registration by us under the 1940 Act, or that all necessary registrations under the 1940 Act have been effected, and a legal opinion and officers’ certificate each stating that all conditions precedent to covenant defeasance have been complied with. |
| • | Defeasance must not result in a breach or violation of, or result in a default under, the indenture or any of our other material agreements or instruments. |
| • | No default or event of default with respect to such debt securities and any coupons appertaining thereto shall have occurred and be continuing on the date of the deposit referenced above and no defaults or |
events of default related to bankruptcy, insolvency or reorganization shall occur at any time during the period ending on the 91st calendar day after the date of such deposit. |
| • | We must satisfy the conditions for covenant defeasance contained in any supplemental indentures. |
| • | We must deposit in trust for the benefit of all holders of a series of debt securities a combination of cash (in such currency in which such securities and any coupons appertaining thereto are then specified as payable at stated maturity) or government obligations applicable to such securities and coupons appertaining thereto (determined on the basis of the currency in which such securities and coupons appertaining thereto are then specified as payable at stated maturity) that will generate enough cash to make interest, principal and any other payments on the debt securities on their various due dates and any mandatory sinking fund payments or analogous payments. |
| • | We must deliver to the trustee a legal opinion confirming that there has been a change in current U.S. federal income tax law or an IRS ruling that allows us to make the above deposit without causing you to be taxed on the debt securities any differently than if we did not make the deposit and just repaid the debt securities ourselves at maturity. Under current U.S. federal income tax law, the deposit and our legal release from the debt securities would be treated as though we paid you your share of the cash and notes or bonds at the time the cash and notes or bonds were deposited in trust in exchange for your debt securities and you would recognize gain or loss on the debt securities at the time of the deposit. |
| • | We must deliver to the trustee a legal opinion of our counsel stating that the above deposit does not require registration by us under the 1940 Act, or that all necessary registrations under the 1940 Act have been effected, and a legal opinion and officers’ certificate each stating that all conditions precedent to defeasance have been complied with. |
| • | Defeasance must not result in a breach or violation of, or result in a default under, the indenture or any of our other material agreements or instruments. |
| • | No default or event of default with respect to such debt securities and any coupons appertaining thereto shall have occurred and be continuing on the date of the deposit referenced above and no defaults or events of default related to bankruptcy, insolvency or reorganization shall occur at any time during the period ending on the 91st calendar day after the date of such deposit. |
| • | We must satisfy the conditions for defeasance contained in any supplemental indentures. |
| • | only in fully registered certificated form; |
| • | without interest coupons; and |
| • | unless we indicate otherwise in the applicable prospectus supplement, in denominations of $1,000 and amounts that are multiples of $1,000. |
| • | our indebtedness (including indebtedness of others guaranteed by us), whenever created, incurred, assumed or guaranteed, for money borrowed, that we have designated as “Designated Senior Indebtedness” for purposes of the indenture and in accordance with the terms of the indenture (including any indenture securities designated as Designated Senior Securities (as defined in the indenture); and |
| • | renewals, extensions, modifications and refinancings of any of this indebtedness. |
| • | Annual Report on Form 10-K for the fiscal year ended December 31, 2023; |
| • | Definitive Proxy Statement on Schedule 14A filed with the SEC on October 4, 2023; and |
| • | The description of our common stock contained in Exhibit 4.4 of our Annual Report on Form 10-K for the year ended December 31, 2021, which updated the description thereof in our Registration Statement on Form 8-A (File No. 001-34629), as filed with the SEC on February 9, 2010, including any amendment or report filed for the purpose of updating such description prior to the termination of the offering of the common stock registered hereby. |
PART C — OTHER INFORMATION
| ITEM 25. | FINANCIAL STATEMENTS AND EXHIBITS |
1. Financial Statements
The audited consolidated financial statements of SLR Investment Corp. (the “Registrant”) as of December 31, 2023 and December 31, 2022 and for each of the years in the three-year period ended December 31, 2023 have been incorporated by reference in this registration statement in “Part A—Information Required in a Prospectus” in reliance on the report of KPMG LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
2. Exhibits
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| (1) | Previously filed in connection with Solar Capital Ltd.’s registration statement on Form N-2 Pre-Effective Amendment No. 7 (File No. 333-148734) filed on January 7, 2010. |
| (2) | Previously filed in connection with Solar Capital Ltd.’s registration statement on Form N-2 Pre-Effective Amendment No. 9 (File No. 333-148734) filed on February 9, 2010. |
| (3) | Previously filed in connection with Solar Capital Ltd.’s current report on Form 8-K filed on November 29, 2010. |
| (4) | Previously filed in connection with Solar Capital Ltd.’s registration statement on Form N-2 Pre-Effective Amendment No. 1 (File No. 333-172968) filed on July 6, 2011. |
| (5) | Previously filed in connection with Solar Capital Ltd.’s registration statement on Form N-2 Post-Effective Amendment No. 2 (File No. 333-172968) filed on June 8, 2012. |
| (6) | Previously filed in connection with Solar Capital Ltd.’s registration statement on Form N-2 Post-Effective Amendment No. 5 (File No. 333-172968) filed on November 8, 2012. |
| (7) | Previously filed in connection with Solar Capital Ltd.’s registration statement on Form N-2 Post-Effective Amendment No. 6 (File No. 333-172968) filed on November 16, 2012. |
| (8) | Previously filed in connection with Solar Capital Ltd.’s registration statement on Form N-2 Post-Effective Amendment No. 10 (File No. 333-172968) filed on November 12, 2013. |
| (9) | Previously filed in connection with Solar Capital Ltd.’s annual report on Form 10-K filed on February 25, 2014. |
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| (10) | Previously filed in connection with Solar Capital Ltd.’s quarterly report on Form 10-Q filed on August 6, 2018. |
| (11) | Previously filed in connection with Solar Capital Ltd.’s annual report on Form 10-K filed on February 20, 2020. |
| (12) | Previously filed in connection with SLR Investment Corp.’s current report on Form 8-K filed on February 25, 2021. |
| (13) | Previously filed in connection with SLR Investment Corp.’s current report on Form 8-K filed on December 1, 2021. |
| (14) | Previously filed in connection with SLR Investment Corp.’s current report on Form 8-K filed on January 3, 2022. |
| (15) | Previously filed in connection with SLR Investment Corp.’s current report on Form 8-K filed on January 12, 2022. |
| (16) | Previously filed in connection with SLR Investment Corp.’s current report on Form 8-K filed on April 1, 2022. |
| (17) | Previously filed in connection with SLR Investment Corp.’s current report on Form 8-K filed on October 12, 2022. |
| (18) | Previously filed in connection with SLR Investment Corp.’s annual report on Form 10-K filed on February 28, 2023. |
| (19) | Previously filed in connection with SLR Investment Corp.’s current report on Form 8-K filed on August 30, 2023. |
| (20) | Previously filed in connection with SLR Investment Corp.’s annual report on Form 10-K filed on February 27, 2024. |
| * |
| ** | To be filed by post-effective amendment or incorporated by reference, as applicable. |
| ITEM 26. | MARKETING ARRANGEMENTS |
The information contained under the heading “Plan of Distribution” in the prospectus that is part of this Registration Statement is incorporated herein by reference.
| ITEM 27. | OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION |
| SEC registration fee |
$ | 0 | (1) | |
| FINRA filing fee |
500 | (1) | ||
| NASDAQ Global Select Market Listing Fee |
130,000 | |||
| Printing and postage |
300,000 | |||
| Legal fees and expenses |
500,000 | |||
| Accounting fees and expenses |
250,000 | |||
| Miscellaneous |
30,000 | |||
|
|
|
|||
| Total |
$ | 1,210,500 | ||
|
|
|
Note: All listed amounts, except the SEC registration fee and the FINRA filing fee, are estimates.
| (1) | Pursuant to Rule 415(a)(6) under the Securities Act of 1933, as amended (the “Securities Act”), the Registrant is carrying forward to this Registration Statement $1,000,000,000 in aggregate offering price of unsold securities (the “Unsold Securities”) that were previously registered for sale under the Registrant’s Registration Statement on Form N-2 (File No. 333-255662), which was initially filed by the Registrant on April 30, 2021. The Registrant previously paid an aggregate of $138,137.50 and $150,000 in SEC registration fees and FINRA filing fees, respectively, relating to the Unsold Securities. Pursuant to Rule 415(a)(6) under the Securities Act, the filing fees previously paid to the SEC and FINRA with respect to the Unsold Securities will continue to be applied to such Unsold Securities. |
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| ITEM 28. | PERSONS CONTROLLED BY OR UNDER COMMON CONTROL |
We may be deemed to control certain portfolio companies. See “Portfolio Companies” in the prospectus that is a part of this Registration Statement.
Consolidated Subsidiaries
The following list sets forth each of our consolidated subsidiaries, the state or country under whose laws the subsidiary is organized, and the percentage of voting securities or membership interests owned by us in such subsidiary:
| NEFCORP LLC (Delaware) |
100 | % | ||
| NEFPASS LLC (Delaware) |
100 | % | ||
| ESP SSC Corporation (Delaware) |
100 | % | ||
| SUNS SPV LLC (Delaware) |
100 | % |
Each of our subsidiaries listed above is consolidated for financial reporting purposes.
| ITEM 29. | NUMBER OF HOLDERS OF SECURITIES |
The following table sets forth the number of record holders of the Registrant’s common stock at April 12, 2024:
| Title of Class |
Number of Record Holders |
|||
| Common Stock, par value $0.01 per share |
20 | |||
| ITEM 30. | INDEMNIFICATION |
Directors and Officers
Reference is made to Section 2-418 of the Maryland General Corporation Law, Article VII of the Registrant’s charter and Article XI of the Registrant’s bylaws.
Maryland law permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages except for liability resulting from (a) actual receipt of an improper benefit or profit in money, property or services or (b) active and deliberate dishonesty established by a final judgment as being material to the cause of action. The Registrant’s charter contains such a provision which eliminates directors’ and officers’ liability to the maximum extent permitted by Maryland law, subject to the requirements of the Investment Company Act of 1940, as amended (the “1940 Act”).
The Registrant’s charter authorizes the Registrant, to the maximum extent permitted by Maryland law and subject to the requirements of the 1940 Act, to indemnify any present or former director or officer or any individual who, while serving as the Registrant’s director or officer and at the Registrant’s request, serves or has served another corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan or other enterprise as a director, officer, partner or trustee, from and against any claim or liability to which that person may become subject or which that person may incur by reason of his or her service in any such capacity and to pay or reimburse their reasonable expenses in advance of final disposition of a proceeding. The Registrant’s bylaws obligate the Registrant, to the maximum extent permitted by Maryland law and subject to the requirements of the 1940 Act, to indemnify any present or former director or officer or any individual who, while serving as the Registrant’s director or officer and at the Registrant’s request, serves or has served another corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan or other enterprise as a director, officer, partner or trustee and who is made, or threatened to be made, a party to the proceeding by reason of his or her service in that capacity from and against any claim or liability to which that
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person may become subject or which that person may incur by reason of his or her service in any such capacity and to pay or reimburse his or her reasonable expenses in advance of final disposition of a proceeding. The charter and bylaws also permit the Registrant to indemnify and advance expenses to any person who served a predecessor of the Registrant in any of the capacities described above and any of the Registrant’s employees or agents or any employees or agents of the Registrant’s predecessor. In accordance with the 1940 Act, the Registrant will not indemnify any person for any liability to which such person would be subject by reason of such person’s willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.
Maryland law requires a corporation (unless its charter provides otherwise, which the Registrant’s charter does not) to indemnify a director or officer who has been successful in the defense of any proceeding to which he or she is made, or threatened to be made, a party by reason of his or her service in that capacity. Maryland law permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made, or threatened to be made, a party by reason of their service in those or other capacities unless it is established that (a) the act or omission of the director or officer was material to the matter giving rise to the proceeding and (1) was committed in bad faith or (2) was the result of active and deliberate dishonesty, (b) the director or officer actually received an improper personal benefit in money, property or services or (c) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. However, under Maryland law, a Maryland corporation may not indemnify for an adverse judgment in a suit by or in the right of the corporation or for a judgment of liability on the basis that a personal benefit was improperly received unless, in either case, a court orders indemnification, and then only for expenses. In addition, Maryland law permits a corporation to advance reasonable expenses to a director or officer in advance of the final disposition of a proceeding upon the corporation’s receipt of (a) a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation and (b) a written undertaking by him or her or on his or her behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the standard of conduct was not met.
Adviser and Administrator
The Third Amended and Restated Investment Advisory and Management Agreement (the “Investment Advisory and Management Agreement”) provides that, absent willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations, SLR Capital Partners, LLC (the “Adviser”) and its officers, managers, agents, employees, controlling persons, members and any other person or entity affiliated with it are entitled to indemnification from the Registrant for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from the rendering of the Adviser’s services under the Investment Advisory and Management Agreement or otherwise as an investment adviser of the Registrant.
The administration agreement (the “Administration Agreement”) with SLR Capital Management, LLC provides that, absent willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations, SLR Capital Management, LLC and its officers, managers, agents, employees, controlling persons, members and any other person or entity affiliated with it are entitled to indemnification from the Registrant for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from the rendering of SLR Capital Management, LLC’s services under the Administration Agreement or otherwise as administrator for the Registrant.
The law also provides for comparable indemnification for corporate officers and agents. Insofar as indemnification for liability arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public
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policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
The Registrant has entered into indemnification agreements with its directors. The indemnification agreements are intended to provide the Registrant’s directors the maximum indemnification permitted under Maryland law and the 1940 Act. Each indemnification agreement provides that the Registrant shall indemnify the director who is a party to the agreement (an “Indemnitee”), including the advancement of legal expenses, if, by reason of his or her corporate status, the Indemnitee is, or is threatened to be, made a party to or a witness in any threatened, pending, or completed proceeding, other than a proceeding by or in the right of the Registrant.
| ITEM 31. | BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER |
A description of any other business, profession, vocation, or employment of a substantial nature in which the Adviser, and each managing director, director or executive officer of the Adviser, is or has been during the past two fiscal years, engaged in for his or her own account or in the capacity of director, officer, employee, partner or trustee, is set forth in Part A of this Registration Statement in the sections entitled “Management,” “Investment Advisory and Management Agreement” and “Portfolio Management — Investment Personnel.” Additional information regarding the Adviser and its officers and directors will be set forth in its Form ADV, as filed with the Securities and Exchange Commission (SEC File No. 801-68710), under the Investment Advisers Act of 1940, as amended, and is incorporated herein by reference.
| ITEM 32. | LOCATION OF ACCOUNTS AND RECORDS |
All accounts, books, and other documents required to be maintained by Section 31(a) of the 1940 Act and the rules thereunder are maintained at the offices of:
| (1) | the Registrant, SLR Investment Corp., 500 Park Avenue, New York, NY 10022; |
| (2) | the Transfer Agent, Equiniti Trust Company, LLC, 48 Wall Street, New York, NY 10005; |
| (3) | the Custodian, Citibank, N.A., 399 Park Avenue, New York, NY 10022; and |
| (4) | the Adviser, SLR Capital Partners, LLC, 500 Park Avenue, New York, NY 10022. |
| ITEM 33. | MANAGEMENT SERVICES |
Not applicable.
| ITEM 34. | UNDERTAKINGS |
| (1) | Not applicable. |
| (2) | Not applicable. |
| (3) | The Registrant hereby undertakes: |
(a) to file, during any period in which offers or sales are being made, a post-effective amendment to the registration statement:
(1) to include any prospectus required by Section 10(a)(3) of the Securities Act;
(2) to reflect in the prospectus any facts or events after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the
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aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b), if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee” table in the effective registration statement.
(3) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
Provided, however, that paragraphs a(1), a(2) and a(3) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(b) that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of those securities at that time shall be deemed to be the initial bona fide offering thereof;
(c) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;
(d) that, for the purpose of determining liability under the Securities Act to any purchaser:
(1) if the Registrant is relying on Rule 430B:
(A) Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (x), or (xi) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or
(2) if the Registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) under the Securities Act as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as
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to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
(e) that for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of securities:
The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to the purchaser:
(1) any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424, under the Securities Act;
(2) free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;
(3) the portion of any other free writing prospectus or advertisement pursuant to Rule 482 under the Securities Act relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and
(4) any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
(4) The undersigned Registrant hereby undertakes that for the purposes of determining any liability under the Securities Act:
(a) the information omitted from the form of prospectus filed as part of a registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the Registrant under Rule 424(b)(1) under the Securities Act shall be deemed to be part of the Registration Statement as of the time it was declared effective; and
(b) each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof.
(5) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(6) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
(7) The Registrant undertakes to send by first class mail or other means designed to ensure equally prompt delivery within two business days of receipt of a written or oral request, any Statement of Additional Information.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement on Form N-2 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, in the State of New York, on the 17th day of April, 2024.
SLR INVESTMENT CORP.
| /s/ Michael S. Gross |
/s/ Bruce J. Spohler | |||
| Co-Chief Executive Officer, President, Chairman of the Board and Director |
Co-Chief Executive Officer, Chief Operating Officer and Director |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Michael S. Gross and Bruce J. Spohler as true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for them and in their name, place and stead, in any and all capacities to sign any and all amendments to this Registration Statement (including post-effective amendments, or any abbreviated registration statement and any amendments thereto filed pursuant to Rule 462(b) and otherwise), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission granting unto said attorney-in-fact and agent the full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing, as to all intents and purposes as either of them might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form N-2 has been signed by the following persons on behalf of the Registrant, and in the capacities indicated, on the 17th day of April, 2024.
| Signature |
Title | |||
| /s/ Michael S. Gross |
Co-Chief Executive Officer, President, Chairman of | |||
| Michael S. Gross | the Board and Director (Principal Executive Officer) | |||
| /s/ Bruce J. Spohler |
Co-Chief Executive Officer, Chief Operating Officer | |||
| Bruce J. Spohler | and Director (Principal Executive Officer) | |||
| /s/ Steven Hochberg |
Director | |||
| Steven Hochberg | ||||
| /s/ David S. Wachter |
Director | |||
| David S. Wachter | ||||
| Director | ||||
| Leonard A. Potter | ||||
| Director | ||||
| Andrea C. Roberts | ||||
| /s/ Shiraz Y. Kajee |
Chief Financial Officer (Principal Financial | |||
| Shiraz Y. Kajee | Officer) and Treasurer | |||
| This ‘N-2ASR’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / Effective on: | 4/17/24 | |||
| 4/12/24 | ||||
| 2/27/24 | 10-K, 8-K | |||
| 12/31/23 | 10-K | |||
| 12/29/23 | ||||
| 10/4/23 | DEF 14A, DEFA14A | |||
| 8/30/23 | 8-K | |||
| 2/28/23 | 10-K, 8-K | |||
| 12/31/22 | 10-K | |||
| 10/12/22 | 8-K | |||
| 4/1/22 | 4, 4/A, 8-K, POS EX | |||
| 1/12/22 | 8-K | |||
| 1/3/22 | 8-K | |||
| 12/31/21 | 10-K, 5, 5/A | |||
| 12/1/21 | 425, 8-K | |||
| 4/30/21 | N-2 | |||
| 2/25/21 | 8-K | |||
| 12/31/20 | 10-K | |||
| 11/3/20 | ||||
| 2/20/20 | 10-K, 8-K | |||
| 12/31/19 | 10-K | |||
| 12/31/18 | 10-K | |||
| 8/6/18 | 10-Q, 8-K, DEFA14A, PRER14A | |||
| 12/31/17 | 10-K, 10-K/A | |||
| 12/31/16 | 10-K | |||
| 12/31/15 | 10-K | |||
| 12/31/14 | 10-K | |||
| 2/25/14 | 10-K, 8-K | |||
| 11/12/13 | POS 8C | |||
| 11/16/12 | 8-A12B, 8-K, POS EX | |||
| 11/8/12 | 305B2, 497, 497AD, POS EX | |||
| 6/8/12 | POS 8C | |||
| 7/6/11 | N-2/A | |||
| 11/29/10 | 8-K | |||
| 2/9/10 | 3, 4, 8-A12B, CERTNAS, CORRESP, EFFECT, N-2/A, N-54A | |||
| 1/7/10 | N-2/A | |||
| List all Filings | ||||