SLR SENIOR INVESTMENT CORP. : Other Events (form 8-K)

March 14, 2022 at 05:04 pm EDT

Item 8.01. Other Events.



On December 1, 2021, SLR Senior Investment Corp., a Maryland corporation (the
"Company"), entered into an Agreement and Plan of Merger (the "Merger
Agreement") with SLR Investment Corp., a Maryland corporation ("SLRC"), Solstice
Merger Sub, Inc., a Maryland corporation and wholly owned subsidiary of SLRC
("Merger Sub"), and SLR Capital Partners, LLC, a Delaware limited liability
company and investment adviser to each of SLRC and the Company (the "SLR Capital
Partners"). The Merger Agreement provides that, subject to the conditions set
forth in the Merger Agreement, Merger Sub will merge with and into the Company,
with the Company continuing as the surviving company and as a wholly-owned
subsidiary of SLRC (the "Merger"), and, immediately thereafter, the Company will
merge with and into SLRC, with SLRC continuing as the surviving company
(together with the Merger, the "Mergers").

On January 17, 2022, a stockholder complaint was filed in the United States
District Court for the Eastern District of New York, against SLRC and the
members of SLRC's Board of Directors (the "SLRC Board"), entitled Gates v. SLR
Investment Corp., et al., No. 1:22-cv-00261 (the "Gates Complaint"). On
January 21, 2022, a stockholder complaint was filed in the United States
District Court for the Southern District of New York, against SLRC and the
members of the SLRC Board, entitled Shumacher v. SLR Investment Corp., et al.,
No. 1:22-cv-00576 (the "Shumacher Complaint"). On January 31, 2022, two putative
class action stockholder complaints were filed in the Circuit Court for
Baltimore City, Maryland against the Company and the members of the Board of
Directors of the Company (the "SUNS Board"), captioned respectively Neal v.
Gross, et al., No. 24-C-22-000557 (Md. Cir. Ct. Baltimore City) (the "Neal
Complaint"), and Tobin v. Gross, et al., 24-C-22-000558 (Md. Cir. Ct. Baltimore
City) (the "Tobin Complaint"). On February 8, 2022, a stockholder complaint was
filed in the United States District Court for the Southern District of New York,
against the Company and the members of the SUNS Board, entitled Kershner v. SLR
Senior Investment Corp., et al., No. 1:22-cv-01096 (the "Kershner Complaint").
On February 21, 2022, a stockholder complaint was filed in the United States
District Court for the Southern District of New York, against the Company and
the members of the SUNS Board, entitled Sharp v. SLR Senior Investment Corp., et
al., No. 1:22-cv-01418 (the "Sharp Complaint"). On February 22, 2022, a
stockholder complaint was filed in the United States District Court for the
Southern District of New York, against the Company, the members of the SUNS
Board, SLRC, and SLR Capital Partners, entitled Ciccotelli v. SLR Senior
Investment Corp., et al., No. 1:22-cv-01454 (the "Ciccotelli Complaint"). On
February 22, 2022, a stockholder complaint was filed in the United States
District Court for the Eastern District of Pennsylvania, against the Company and
the members of the SUNS Board entitled Justice v. SLR Senior Investment Corp.,
et al., No. 2:22-cv-00673 (the "Justice Complaint" and together with the Gates
Complaint, the Shumacher Complaint, the Neal Complaint, the Tobin Complaint, the
Kershner Complaint, the Sharp Complaint, and the Ciccotelli Complaint, the
"Merger Complaints").

The Merger Complaints seek, among other things, supplemental disclosures be made to the joint definitive proxy statement/prospectus initially filed on December 16, 2021 (the "Proxy Statement") to address the alleged materially misleading and incomplete disclosures and to enjoin the closing of the Merger.



The Company, SLRC, the SUNS Board and the SLRC Board believe that the Company
and SLRC have previously disclosed all information required to be disclosed to
ensure that their respective stockholders can make an informed vote at the
Special Meeting (as defined below) and that the additional disclosures requested
by the plaintiffs are immaterial. Accordingly, the Company, SLRC, the SUNS Board
and the SLRC Board believe these claims are without merit. However, in order to
reduce the costs, risks and uncertainties inherent in litigation, to reduce the
risk of any potential delay of the consummation of the Mergers, the Company has
determined to voluntarily supplement the Proxy Statement as described in this
Current Report on Form 8-K (the "Report"). Nothing in this Report shall be
deemed an admission of the legal necessity or materiality under applicable laws
of any of the disclosures set forth herein. To the contrary, the Company, the
SUNS Board, SLRC and the SLRC Board specifically deny all allegations in the
Merger Complaints that any additional disclosure was or is required.

The SUNS Board, including all of the independent directors, continues to unanimously recommend that the Company's stockholders entitled to vote at the Special Meeting vote "FOR" the Merger Proposal (as defined in the Proxy Statement).

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These supplemental disclosures will not affect the merger consideration to be
issued by SLRC in connection with the Mergers or the timing of the Company's
Special Meeting of Stockholders scheduled for March 21, 2022 at 11:30 a.m.
Eastern Time, which will be held virtually at the following website:
www.virtualshareholdermeeting.com/SUNS2022SM (the "Special Meeting").

If you are a stockholder of the Company, you can contact the Company's proxy solicitor, Morrow Sodali, at 800-607-0088 with any questions regarding the Special Meeting.

Supplemental Disclosures.



The following disclosures supplement the disclosures contained in the Proxy
Statement and should be read in conjunction with the disclosures contained in
the Proxy Statement, which should be read in its entirety. To the extent that
the information set forth herein differs from or updates information contained
in the Proxy Statement, the information set forth herein shall supersede or
supplement the information in the Proxy Statement. All page references are to
pages in the Proxy Statement, and terms used below, unless otherwise defined,
have the meanings set forth in the Proxy Statement. For clarity, new text within
restated disclosure from the Proxy Statement is presented in bold text.

The second sentence of the seventh paragraph on page 50 of the Proxy Statement is supplemented as follows:



On August 3, 2021, the SLRC and SUNS Independent Directors first preliminarily
discussed a potential merger of SUNS into SLRC in an executive session with
representatives of SCP (any references herein to attendance at special committee
or board meetings by representatives of SCP includes Messrs. Gross and Spohler)
following a regular Board meeting.

The sentences below follow the first sentence of the first paragraph on page 52 of the Proxy Statement:

Blank Rome had been invited to the meeting because it has substantial experience
representing and advising the independent directors of Business Development
Companies in all aspects of their responsibilities and duties as independent
directors, including with respect to mergers and acquisitions, and had not done
any work for SLRC, SUNS or SCP. Dechert had been invited to the meeting because
it has substantial experience representing and advising Business Development
Companies in all aspects of their operations, including mergers and
acquisitions, and had not previously done any work for SLRC, SUNS or SCP.

The sentence below follows the third sentence of the third paragraph on page 52 of the Proxy Statement:



Each financial advisor candidate separately presented its credentials to the
SLRC Special Committee and the SUNS Special Committee simultaneously so that the
respective special committees could determine which, if any, of the financial
advisor candidates they wished to retain.

The sentence below follows the third sentence of the fourth paragraph on page 53 of the Proxy Statement:



Houlihan Lokey further informed the SUNS Special Committee that it was reviewing
certain third party valuation reports provided by management that had been
prepared in the ordinary course in connection with the preparation of SLRC's and
SUNS's quarterly reports for the quarter ending September 30, 2021.

The sentence below follows the first sentence of the seventh paragraph on page 54 of the Proxy Statement:



First, Houlihan Lokey reviewed and discussed with the SUNS Special Committee its
financial analyses with respect to the proposed Mergers, including with respect
to certain minor updates since the prior meeting of the SUNS Special Committee
regarding an adjustment in SUNS's interest income for 2025 by an immaterial
amount related to interest income in 2024 tied to the leap year.

The first sentence of the second paragraph on page 58 of the Proxy Statement is supplemented as follows:

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The SLRC Special Committee and the SLRC Board also considered that, as a result
of the Mergers, certain duplicative professional services and other corporate
expenses estimated by management to be approximately $1.4 million per year would
be eliminated, which would reduce the potential expenses of the combined company
as compared to the aggregate expenses of SLRC and SUNS on a standalone basis.
The eliminated expenses are expenses that would otherwise be borne by each
Company.

The first sentence of the fourth paragraph on page 61 of the Proxy Statement is supplemented as follows:



The SUNS Special Committee and the SUNS Board also considered that, as a result
of the Mergers, certain duplicative professional services and other corporate
expenses estimated by management to be approximately $1.4 million per year would
be eliminated, which would reduce the potential expenses of the combined company
as compared to the aggregate expenses of SLRC and SUNS on a standalone basis.
The eliminated expenses are expenses that would otherwise be borne by each
Company.

The following paragraph should be added between the chart on Page 65 and before
the heading "Opinion of the Financial Advisor to the SLRC Special Committee" in
the Proxy Statement:

SCP management has no intention to recommend to the SUNS Board or SLRC Board any
change to the annual dividend amounts payable by SUNS, SLRC, or ProForma SLRC
from the last quarter annualized dividends per share set forth below in the
section titled "Market Price, Dividend and Distribution Information." For ease
of reference, the last quarter annualized dividends per share set forth below in
the section titled "Market Price, Dividend and Distribution Information" are
$1.20 for SUNS and $1.64 for SLRC and is expected to be $1.64 for Pro Forma SLRC
as SLRC will be the surviving entity if the Mergers close. In addition, in order
to satisfy the tax requirements applicable to a RIC and avoid the payment of
income taxes, SUNS, SLRC, and ProForma SLRC will distribute at least 100% of
taxable ordinary income to stockholders.

The fifth sentence of the fourth paragraph on page 73 of the Proxy Statement is supplemented as follows:



Using implied terminal values for SLRC calculated by applying a terminal
multiple range of 0.90x to 1.10x to SLRC's estimated NAV per share as of
December 31, 2025, this analysis resulted in a range of implied values per share
of SLRC Common Stock of approximately $16.91 to $22.01 per share, as compared to
the closing price of SLRC Common Stock on November 26, 2021 of $19.22.

The row in the beneficial ownership table on page 151 of the Proxy Statement concerning Bruce Spohler is replaced as follows:



                                           Number of                                  Pro Forma
                                           Shares of          Percentage of         Percentage of
                                             SLRC                  SLRC                  SLRC
                                            Common                Common                Common
                                          Stock Owned             Stock                 Stock
Name and Address of Beneficial Owner    Beneficially(1)       Outstanding(2)        Outstanding(5)
Bruce Spohler(3)                               2,582,680                  6.1 %                 5.8 %

The sentence below should be added to the end of the third footnote of the beneficial ownership table on page 151 of the Proxy Statement:



Also includes 121,506 shares held in a trust of which Bruce Spohler became
co-trustee in which he and certain members of his immediate family are
beneficiaries (the "Spohler Trust") and 141,130 shares held by a limited
liability company in which he holds a pro rata interest (the "Spohler LLC").
Mr. Spohler disclaims beneficial ownership of the shares in the Spohler Trust
and the Spohler LLC, except to the extent of his pecuniary interest therein.

--------------------------------------------------------------------------------

The row in the beneficial ownership table on page 164 of the Proxy Statement concerning Bruce Spohler is replaced as follows:



                                     Number of
                                     Shares of          Percentage of
                                       SUNS                  SUNS
                                      Common                Common
                                    Stock Owned             Stock
              Name                Beneficially(1)       Outstanding(2)
              Bruce Spohler(3)             781,671                  4.9 %

The sentence below should be added to the end of the third footnote of the beneficial ownership table on page 164 of the Proxy Statement:



Also includes 100,000 shares held in a trust of which Bruce Spohler became
co-trustee in which he and certain members of his immediate family are
beneficiaries (the "Spohler Trust") and 130,697 shares held by a limited
liability company in which he holds a pro rata interest (the "Spohler LLC").
Mr. Spohler disclaims beneficial ownership of the shares in the Spohler Trust
and the Spohler LLC, except to the extent of his pecuniary interest therein.

FORWARD-LOOKING STATEMENTS



Some of the statements in this Report constitute forward-looking statements
because they relate to future events, future performance or financial condition
or the Mergers of the Company with and into SLRC. The forward-looking statements
may include statements as to: future operating results of the Company and SLRC
and distribution projections; business prospects of the Company and SLRC and the
prospects of their portfolio companies; and the impact of the investments that
the Company and SLRC expect to make. In addition, words such as "anticipate,"
"believe," "expect," "seek," "plan," "should," "estimate," "project" and
"intend" indicate forward-looking statements, although not all forward-looking
statements include these words. The forward-looking statements contained in this
Report involve risks and uncertainties. Certain factors could cause actual
results and conditions to differ materially from those projected, including the
uncertainties associated with (i) the timing or likelihood of the Mergers
closing; (ii) the expected synergies and savings associated with the Mergers;
(iii) the ability to realize the anticipated benefits of the Mergers, including
the expected elimination of certain expenses and costs due to the Mergers;
(iv) the percentage of the Company's and SLRC's stockholders voting in favor of
the proposals submitted for their approval; (v) the possibility that competing
offers or acquisition proposals will be made; (vi) the possibility that any or
all of the various conditions to the consummation of the Mergers may not be
satisfied or waived; (vii) risks related to diverting management's attention
from ongoing business operations; (viii) the risk that stockholder litigation in
connection with the Mergers may result in significant costs of defense and
liability; (ix) changes in the economy, financial markets and political
environment, (x) risks associated with possible disruption in the operations of
the Company and SLRC or the economy generally due to terrorism, natural
disasters or the COVID-19pandemic; (xi) future changes in laws or regulations
(including the interpretation of these laws and regulations by regulatory
authorities); (xii) conditions in the Company's and SLRC's operating areas,
particularly with respect to business development companies or regulated
investment companies; (xiii) general considerations associated with the COVID-19
pandemic; and (xiv) other considerations that may be disclosed from time to time
in the Company's and SLRC's publicly disseminated documents and filings. The
Company has based the forward-looking statements included in this Report on
information available to them on the date of this Report, and the Company
assumes no obligation to update any such forward-looking statements. Although
the Company undertakes no obligation to revise or update any forward-looking
statements, whether as a result of new information, future events or otherwise,
you are advised to consult any additional disclosures that it may make directly
to you or through reports that the Company in the future may file with the U.S.
Securities and Exchange Commission (the "SEC"), including annual reports on Form
10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

--------------------------------------------------------------------------------

Additional Information and Where to Find It



This Report relates to the Mergers, along with related proposals for which
stockholder approval is being sought (collectively, the "Proposals"). In
connection with the Proposals, each of the Company and SLRC has filed relevant
materials with the SEC, including a registration
statement on Form N-14, which includes the Proxy Statement. The Proxy Statement
was mailed to stockholders of the Company and SLRC on or about February 7, 2022.
This Report does not constitute an offer to sell or the solicitation of an offer
to buy any securities or a solicitation of any vote or approval.

No offer of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended.
STOCKHOLDERS OF THE COMPANY AND SLRC ARE URGED TO READ ALL RELEVANT DOCUMENTS
FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, SLRC, THE MERGERS AND
RELATED MATTERS. Investors and security holders are able to obtain the documents
filed with the SEC free of charge at the SEC's website, http://www.sec.gov or,
for documents filed by the Company, from the Company's website
at www.slrseniorinvestmentcorp.com and, for documents filed by SLRC, from SLRC's
website at www.slrinvestmentcorp.com.

Participants in the Solicitation



The Company, its directors, certain of its executive officers and certain
employees and officers of SLR Capital Partners and its affiliates may be deemed
to be participants in the solicitation of proxies in connection with the
Proposals. Information about the directors and executive officers of the Company
is set forth in the Proxy Statement. SLRC, its directors, certain of its
executive officers and certain employees and officers of SLR Capital Partners
and its affiliates may be deemed to be participants in the solicitation of
proxies in connection with the Proposals. Information about the directors and
executive officers of SLRC is set forth in the Proxy Statement. Information
regarding the persons who may, under the rules of the SEC, be considered
participants in the solicitation of the Company's and SLRC's stockholders in
connection with the Proposals is contained in the Proxy Statement. These
documents may be obtained free of charge from the sources indicated above.

No Offer or Solicitation



This Report is not, and under no circumstances is it to be construed as, a
prospectus, an advertisement, an offer to sell or a solicitation of an offer to
purchase any securities in the Company, SLRC or in any fund or other investment
vehicle managed by SLR Capital Partners.

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SLR Investment, SLR Senior Investment Close Merger	22-04-01	MT
Transcript : SLR Senior Investment Corp. - Shareholder/Analyst Call	22-03-21
Transcript : SLR Senior Investment Corp., Q4 2021 Earnings Call, Mar 02, 2022	22-03-02
Earnings Flash (SUNS) SLR SENIOR INVESTMENT Reports Q4 EPS $0.27	22-03-01	MT
SLR Senior Investment Corp. Announces Monthly Distribution for March 2022, Payable on April 1, 2022	22-03-01	CI
SLR Senior Investment Corp. Reports Earnings Results for the Full Year Ended December 31, 2021	22-03-01	CI
SLR Senior Investment Corp. Announces Monthly Distribution for February 2022, Payable on March 1, 2022	22-02-03	CI
SLR Senior Investment Corp. Announces Monthly Distribution for January 2022, Payable on February 2, 2022	22-01-05	CI
SLR Investment, SLR Senior Investment Set Merger Terms	21-12-01	MT
SLR Senior Investment Corp. Announces Distribution for the Month of December 2021, Payable on January 5, 2022	21-12-01	CI
Transcript : SLR Senior Investment Corp., Q3 2021 Earnings Call, Nov 04, 2021	21-11-04
SLR Senior Investment Corp. Reports Earnings Results for the Third Quarter and Nine Months Ended September 30, 2021	21-11-03	CI
SLR Senior Investment Corp. Declares Distribution for the Month of November 2021, Payable on December 2, 2021	21-11-03	CI
SLR Senior Investment Corp. Declares Distribution for the Month of October 2021, Payable on November 3, 2021	21-10-06	CI
SLR Senior Investment Corp. Declares Distribution for the Month of September 2021, Payable on October 1, 2021	21-09-09	CI
Transcript : SLR Senior Investment Corp., Q2 2021 Earnings Call, Aug 04, 2021	21-08-04
Slr Senior Investment Corp. Reports Earnings Results for the Second Quarter Ended June 30, 2021	21-08-03	CI
Slr Senior Investment Corp. Declares Distribution for the Month of August 2021, Payable on September 3, 2021	21-08-03	CI
SLR Senior Investment Corp. Declares Distribution for the Month of July 2021	21-07-07	CI
SLR SENIOR INVESTMENT : Oppenheimer Assumes Solar Senior Capital at Outperform with $16 Price Target	21-06-16	MT
SLR Senior Investment Corp. Announces Distribution for the Month of June 2021, Payable on July 2, 2021	21-06-04	CI
Transcript : SLR Senior Investment Corp., Q1 2021 Earnings Call, May 06, 2021	21-05-06
SLR Senior Investment to Seek Acquisitions	21-05-06	CI
SLR Senior Investment Corp. DeclaresA Monthly Distribution for May 2021, Payable on June 2, 2021	21-05-05	CI
Slr Senior Investment Corp. Reports Earnings Results for the First Quarter Ended March 31, 2021	21-05-05	CI

	1st Jan change	Capi.
ARES CAPITAL CORPORATION	+3.74%	12.61B
PERSHING SQUARE HOLDINGS, LTD.	+5.50%	9.01B
FS KKR CAPITAL CORP.	-3.20%	5.41B
SPROTT PHYSICAL URANIUM TRUST FUND	+2.44%	5.25B
PIMCO DYNAMIC INCOME FUND	+5.63%	5.19B
SPROTT PHYSICAL SILVER TRUST	+14.36%	4.48B
SPROTT PHYSICAL GOLD AND SILVER TRUST	+16.67%	4.44B
MACQUARIE KOREA INFRASTRUCTURE FUND	+1.53%	4B
3I INFRASTRUCTURE PLC	+1.56%	3.75B

SLR Senior Investment Corp.

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SLR SENIOR INVESTMENT CORP. : Other Events (form 8-K)

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