Item 1.01 |
Entry into a Material Definitive Agreement. |
Letter Agreement
On April 1, 2022, in connection
with the consummation of the Merger (as defined below), SLR Investment Corp., a Maryland corporation (the Company), entered into a letter agreement (the Letter Agreement) pursuant to which SLR Capital Partners, LLC (SLR
Capital Partners), a Delaware limited liability company and investment adviser of the Company, voluntarily agreed to a permanent 25 basis point reduction of the annual base management fee rate payable by the Company to SLR Capital
Partners pursuant to the Third Amended and Restated Investment Advisory Agreement by and between the Company and SLR Capital Partners, resulting in an annual base management fee rate payable by the Company to SLR Capital Partners of 1.50% on gross
assets up to 200% of the Companys total net assets. The Company retained the annual base management fee rate payable by the Company to SLR Capital Partners of 1.00% on gross assets that exceed 200% of the Companys total net assets.
The description above is only a summary of the material provisions of the Letter Agreement and is qualified in its entirety by reference to a copy of the
Letter Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K (the Report).
Assumption of the Credit Facility Obligations
On
April 1, 2022, the Company entered into an assumption agreement (the CF Assumption Agreement), effective as of the closing of the Merger. The CF Assumption Agreement relates to the Companys assumption of the Revolving Credit
Facility, originally entered into on August 26, 2011 (as amended from time to time, the Credit Facility), by and among SUNS SPV LLC (the SUNS SPV), a wholly-owned subsidiary of SUNS (as defined below), acting as
borrower, Citibank, N.A., acting as administrative agent and collateral agent, and the other parties thereto. Currently, the commitment under the Credit Facility is $225 million; however, the commitment can also be expanded up to
$600 million. The stated interest rate on the Credit Facility is LIBOR plus 2.00%-2.50% with no LIBOR floor requirement and the current final maturity date is June 1, 2026. The Credit Facility is
secured by all of the assets held by SUNS SPV. Under the terms of the Credit Facility and related transaction documents, the Company as successor to SUNS, and SUNS SPV, as applicable, have made certain customary representations and warranties, and
are required to comply with various covenants, including leverage restrictions, reporting requirements and other customary requirements for similar credit facilities. The Credit Facility also includes usual and customary events of default for credit
facilities of this nature.
The description above is only a summary of the material provisions of the CF Assumption Agreement and the Credit Facility and
is qualified in its entirety by reference to the CF Assumption Agreement, the Credit Facility and the Contribution Agreement, dated as of August 26, 2011, by and between SUNS SPV, as the contributee, and SUNS, as the contributor, which are
filed as Exhibits 10.2 through 10.4 to this Report.
Assumption of Note Purchase Agreement Obligations
On April 1, 2022, the Company entered into an assumption agreement (the Note Assumption Agreement), effective as of the closing of the Merger.
The Note Assumption Agreement relates to the Companys assumption of $85 million in aggregate principal amount of five-year, 3.90% senior unsecured notes, due March 31, 2025 (the Notes) and other obligations of SUNS under
the Note Purchase Agreement, dated as of March 31, 2020 (the Note Purchase Agreement), among SUNS and certain institutional investors. Interest on the Notes is due semi-annually on March 31 and September 30.
Pursuant to the Note Assumption Agreement, the Company expressly assumed on behalf of SUNS the due and punctual payment of the principal of (and premium, if
any) and interest on all the Notes outstanding, and the due and punctual performance and observance of every covenant and every condition of the Note Purchase Agreement, to be performed or observed by SUNS.