SLR Investment Corp. Completes Merger with SLR Senior Investment Corp.
April 01 2022 - 8:16AM
SLR Investment Corp. (NASDAQ: SLRC) (“SLRC”) is pleased to
announce the closing of the previously announced merger with SLR
Senior Investment Corp. (“SUNS”), with SLRC as the surviving
company. The combined company will operate as SLR Investment Corp.
and continue to trade on the NASDAQ Global Select Market under the
ticker symbol “SLRC.” Based on December 31, 2021 financial
information, the combined company has approximately $2.6 billion of
total assets and $1.1 billion of total net assets on a pro forma
basis.
“We believe the combined company will provide
several long-term benefits to shareholders,” said Bruce Spohler,
Co-Chief Executive Officer of SLR Investment Corp. “The reduction
of the base management fee, cost savings through synergies, and
opportunities to reduce our borrowing costs will enhance the
combined company’s net interest margin.”
“The combined portfolio provides shareholders
with increased diversification and access to a broader set of niche
private lending strategies,” said Michael Gross, Co-Chief Executive
Officer of SLR Investment Corp. “As of December 31, 2021, on a pro
forma basis, approximately 70% of the combined company’s income was
attributed to specialty finance loans and approximately 30% was
attributed to cash flow loans. We believe SLRC’s unique mix of
asset-based loans and first lien senior secured cash flow loans to
sponsor-backed U.S. upper middle market companies provides
shareholders with an attractive and differentiated return
profile.”
In connection with the merger, former SUNS
shareholders will receive 0.7796 shares of SLRC for each share of
SUNS based on the final exchange ratio, subject to payment of cash
in lieu of fractional shares. As a result of the merger, legacy
SLRC shareholders and former SUNS shareholders own approximately
77% and 23%, respectively, of the combined company.
In addition, upon closing of the merger, SLRC’s
annual base management fee payable by SLRC to SLR Capital Partners,
LLC (“SCP”) was lowered from 1.75% to 1.50% on gross assets up to
200% of SLRC’s total net assets and SLRC retained the annual base
management fee payable by SLRC to SCP of 1.00% on gross assets that
exceed 200% of SLRC’s total net assets. SLRC’s target leverage
ratio will remain at 0.90x —1.25x debt-to-equity.
Keefe, Bruyette & Woods, A Stifel
Company, served as financial advisor and Blank Rome LLP served as
the legal counsel to the special committee of SLRC. Houlihan Lokey
Capital, Inc. served as financial advisor and Dechert LLP served as
the legal counsel to the special committee of SUNS. Katten Muchin
Rosenman LLP served as the legal counsel to SLRC, SUNS and SCP.
About SLR Investment Corp.
SLR Investment Corp. is a closed-end
investment company that has elected to be regulated as a business
development company under the Investment Company Act of 1940. A
specialty finance company with expertise in several niche markets,
SLRC primarily invests directly and indirectly in leveraged, U. S.
middle market companies in the form of cash flow senior secured
loans including first lien and second lien debt instruments and
asset-based loans including senior secured loans collateralized on
a first lien basis primarily by current assets. For more
information, please visit: www.slrinvestmentcorp.com
About SLR Capital Partners,
LLC
SLR Capital Partners is an SEC-registered
investment adviser that primarily invests in leveraged, U.S. middle
market companies in the form of cash flow and asset-based senior
secured investments. Currently, SLR Capital Partners manages public
and private business development companies, private credit funds
and separately managed accounts, including serving as the
investment adviser to SLR Investment Corp.
Since its formation in 2006, SLR Capital
Partners and its affiliates have invested over $15 billion in
approximately 1,500 different portfolio companies with
approximately 250 private equity sponsors. For more information,
please visit: https://www.slrcapitalpartners.com
Forward-Looking Statements
Some of the statements in this press release
constitute forward-looking statements because they relate to future
events, future performance or financial condition or the two-step
merger of SUNS with and into SLRC (the “Merger”). The
forward-looking statements may include statements as to: future
operating results of SLRC and SUNS and distribution projections;
business prospects of SLRC and SUNS and the prospects of their
portfolio companies; and the impact of the investments that SLRC
and SUNS 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 press release
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 expected
synergies and savings associated with the Merger; (ii) the ability
to realize the anticipated benefits of the Merger, including the
expected elimination of certain expenses and costs due to the
Merger; (iii) the risk that shareholder litigation in connection
with the Merger may result in significant costs of defense and
liability; (iv) changes in the economy, financial markets and
political environment; (v) risks associated with possible
disruption in the operations of SLRC or the economy generally due
to terrorism, natural disasters or the COVID-19 pandemic; (vi)
future changes in laws or regulations (including the interpretation
of these laws and regulations by regulatory authorities); (vii)
conditions in SLRC’s operating areas, particularly with respect to
business development companies or regulated investment companies;
(viii) general considerations associated with the COVID-19
pandemic; and (ix) other considerations that may be disclosed from
time to time in SLRC’s publicly disseminated documents and filings.
SLRC has based the forward-looking statements included in this
press release on information available to it on the date of this
press release, and SLRC assumes no obligation to update any such
forward-looking statements. Although SLRC 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 SLRC in the future may file
with the Securities and Exchange Commission, including annual
reports on Form 10-K, quarterly reports on Form 10-Q and current
reports on Form 8-K.
ContactSLR Investment Corp. and
SLR Senior Investment Corp.Investor Relations (646) 308-8770
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