The information in this prospectus is not complete and may be changed. We may not sell
these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction
where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED April 26, 2021
PRELIMINARY PROSPECTUS
$250,000,000
SLR Senior Investment Corp.
Common Stock
Preferred
Stock
Debt Securities
Subscription Rights
Warrants
We are an
externally managed, non-diversified closed-end management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended (the 1940 Act). Our investment objective
is to seek to maximize current income consistent with the preservation of capital. We seek to achieve our investment objective by directly or indirectly investing primarily in senior loans, including first lien and stretch first lien debt
instruments made to private middle-market companies whose debt is rated below investment grade, which we refer to collectively as senior loans. We may also invest directly in debt and equity securities of public companies that are thinly
traded or in other equity and equity related securities.
Under normal market conditions, at least 80% of the value of our net assets
(including the amount of any borrowings for investment purposes) will be invested directly or indirectly in senior loans. Securities rated below investment grade, including the senior loans we target, are speculative and are often referred to as
leveraged loans, high yield or junk securities, and may be considered high risk compared to debt instruments that are rated investment grade. In addition, some of our debt investments will not fully
amortize during their lifetime, which means that a borrower may be unable to payoff its debt due to bankruptcy or other reasons and therefore we may write-off such debt investment prior to its scheduled maturity. Upon such an occurrence, we may
realize a loss or a substantial amount of unpaid principal and interest due upon maturity.
We are managed by SLR Capital Partners, LLC. SLR
Capital Management, LLC provides the administrative services necessary for us to operate.
We may offer, from time to time, in one or more
offerings or series, up to $250,000,000 of our common stock, preferred stock, debt securities, subscription rights to purchase shares of common stock, or warrants representing rights to purchase shares of our common stock, preferred stock or debt
securities, which we refer to, collectively, as the securities. The preferred stock, debt securities, subscription rights and warrants offered hereby may be convertible or exchangeable into shares of our common stock. The securities may
be offered at prices and on terms to be described in one or more supplements to this prospectus.
In the event we offer common stock, the
offering price per share of our common stock less any underwriting commissions or discounts will generally not be less than the net asset value per share of our common stock at the time we make the offering. However, we may issue shares of our
common stock pursuant to this prospectus at a price per share that is less than our net asset value per share (a) in connection with a rights offering to our existing stockholders, (b) with the prior approval of the majority (as defined in the
1940 Act) of our common stockholders, or (c) under such other circumstances as the Securities and Exchange Commission, or the SEC, may permit.
The securities may be offered directly to one or more purchasers, or through agents designated from time to time by us, or to or through
underwriters or dealers. The prospectus supplement relating to an offering will identify any agents or underwriters involved in the sale of the securities, and will disclose any applicable purchase price, fee, commission or discount arrangement
between us and our agents or underwriters or among our underwriters or the basis upon which such amount may be calculated. See Plan of Distribution. We may not sell any of the securities through agents, underwriters or dealers without
delivery of this prospectus and a prospectus supplement describing the method and terms of the offering of such securities.
Our common
stock is listed on the NASDAQ Global Select Market under the symbol SUNS. On April 21 2021, the last reported sales price on the NASDAQ Global Select Market for our common stock was $15.78 per share.
This prospectus describes some of the general terms that may apply to an offering of our securities. We will provide the specific terms of these
offerings and securities in one or more supplements to this prospectus. We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. The prospectus supplement and any related free writing
prospectus may also add, update, or change information contained in this prospectus. You should carefully read and retain for future reference this prospectus, the applicable prospectus supplement, and any related free writing prospectus, and the
documents incorporated by reference herein or therein, before buying any of the securities being offered. We are required to file annual, quarterly and current reports, proxy statements and other information about us with the SEC. This information
is available free of charge by contacting us by mail at 500 Park Avenue, New York, NY 10022, by telephone at (212) 993-1670, on our website at https://slrseniorinvestmentcorp.com, or by sending an email to us at IRTeam@slrcp.com.
The SEC also maintains a website at https://www.sec.gov that contains such information. Information contained on our website is not incorporated by reference into this prospectus, and you should not consider that information to be part of
this prospectus or the accompanying prospectus supplement.
An
investment in our common stock is very risky and highly speculative. Shares of closed-end investment companies, including business development companies, frequently trade at a discount to their net asset
value. In addition, the companies in which we invest are subject to special risks. See Risk Factors beginning on page
19 of this prospectus, in Part I, Item 1A of our most recent Annual Report on Form 10-K, in Part II, Item 1A of our most recent Quarterly Report on Form 10-Q
, and in, or incorporated by reference into, the applicable prospectus supplement and in any free writing prospectuses we may authorize for use in connection with a specific offering, and under similar headings in the other documents that are incorporated
by reference into this prospectus, any prospectus supplement or free writing prospectus to read about factors you should consider, including the risk of leverage, before investing in our common stock.
Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.
This prospectus may not be used to consummate sales
of shares of common stock unless accompanied by a prospectus supplement.
, 2021