What changed in this filing

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Item 9A. Controls and Procedures

2022-03-01 compared with 2021-02-24 · 272 added, 228 removed, 368 unchanged (58% of the section changed)

22 unchanged sentences

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not Applicable.

Directors, Executive Officers and Corporate Governance

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person or entity.

Gross is an interested person of Solar Capital as defined in the Investment Company Act of 1940

(the 1940 Act) due to his position as Co-Chief Executive Officer and President of the Company and a managing member of Solar Capital Partners, LLC (Solar Capital Partners), the

Gross is an interested person of SLR Capital as defined in the Investment Company Act of 1940

(the 1940 Act) due to his position as Co-Chief Executive Officer and President of the Company and a managing member of SLR Capital Partners, LLC (SLR Capital Partners), the

Companys investment adviser.

Spohler is an interested person of the Company as defined in the 1940 Act due to his position as Co-Chief Executive Officer and Chief Operating Officer

of the Company and a managing member of Solar Capital Partners, the Companys investment adviser.

of the Company and a managing member of SLR Capital Partners, the Companys investment adviser.

Hochberg and Mr.

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Held by Director or

Nominee for Director

During Past 5

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Term expires 2024.

Co-Chief Executive Officer of Solar Capital Ltd., Solar Senior Capital Ltd.

and SCP Private Credit Income BDC LLC since June 2019 and President of Solar Capital Ltd.

since 2007, Solar

Senior Capital Ltd.

Co-Chief Executive Officer of SLR Investment Corp., SLR Senior Investment Corp.

and SCP Private Credit Income BDC LLC since June 2019 and SLR HC BDC LLC since September 2020, President of SLR

Investment Corp.

since 2007, SLR Senior Investment Corp.

since 2010, SCP Private Credit Income BDC LLC since 2018 and SLR HC BDC LLC since 2020;

Sole Chief Executive Officer of Solar Capital Ltd.

(February 2007-June 2019), of Solar Senior Capital Ltd.

(December 2010-June 2019) and of

SCP Private Credit Income BDC LLC (June 2018-June 2019).

Chairman of the Board of Directors of Solar Senior Capital Ltd.

Sole Chief Executive

Chairman of the Board of Directors of SLR Senior Investment Corp.

since 2010, of SCP Private Credit Income BDC LLC since 2018 and of SLR HC BDC LLC since 2020;

Chairman of the Board of Directors of Global Ship Lease Inc.;

Director of Jarden Corporation (2007-2016);

of Jarden Corporation (2007-2016);

Chairman of the Board of Mt.

Sinai Childrens Center Foundation;

Director of New York Road Runners;

Director of New York Road

Name, Address and Age (1)

Position(s) Held

Terms of Office and

Length of Time

Occupation(s) During

Other Directorships

Held by Director or

During Past 5

Officer of SLR Investment Corp.

(February 2007-June 2019), of SLR Senior Investment Corp.

(December 2010-June 2019) and of SCP Private Credit Income BDC LLC (June 2018-June 2019).

Member of the Kellogg Global Advisory Board;

and Member of the Ross School Advisory Board at the

University of Michigan.

Gross intimate knowledge of the business and operations of Solar Capital Partners, extensive

familiarity with the financial industry and the investment management process in particular, and experience as a director of other public and private companies not only gives the board of directors valuable insight but also positions him well to

continue to serve as the Chairman of our board of directors.

Name, Address

and Member of the Ross School Advisory Board at the University of Michigan.

Gross intimate knowledge of the business and operations of SLR Capital Partners, extensive familiarity with the

financial industry and the investment management process in particular, and experience as a director of other public and private companies not only gives the board of directors valuable insight but also positions him well to continue to serve as the

Chairman of our board of directors.

Name, Address and Age (1)

Position(s) Held

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Class II Director

Co-Chief Executive Officer of Solar Capital Ltd., Solar Senior Capital Ltd.

and SCP Private Credit Income BDC LLC since June 2019 and SLR HC BDC LLC since September 2020;

Chief Operating

Officer of Solar Capital Ltd.

since February 2007, of Solar Senior Capital Ltd.

since December 2010 and of SCP Private Credit Income BDC LLC since June 2018;

previously, Managing Director and a former Co-Head

Leveraged Finance for CIBC World Markets.

Director of Solar Senior Capital Ltd.

Co-Chief Executive Officer of SLR Investment Corp., SLR Senior Investment Corp.

and SCP Private Credit Income BDC LLC since June 2019 and of SLR HC BDC LLC since September 2020;

Operating Officer of SLR Investment Corp.

since February 2007, of SLR Senior Investment Corp.

since December 2010, of SCP Private Credit Income BDC LLC since June 2018 and of SLR

Director of SLR Senior Investment Corp.

since 2010, of SCP Private Credit Income BDC LLC since 2018 and of SLR HC BDC LLC since 2020.

Name, Address and Age (1)

Position(s) Held

Terms of Office and

Length of Time

Occupation(s) During

Other Directorships

Held by Director or

Nominee for Director

During Past 5

HC BDC LLC since September 2020;

previously, Managing Director and a former Co-Head of U.S.

Leveraged Finance for CIBC World Markets.

Spohlers depth of experience in managerial positions in investment management, leveraged finance and financial

services, as well as his intimate knowledge of Solar Capitals business and operations, gives the board of directors valuable industry-specific knowledge and expertise on these and other matters.

services, as well as his intimate knowledge of The Companys business and operations, gives the board of directors valuable industry-specific knowledge and expertise on these and other matters.

Name, Address and Age (1)

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development of biomedical companies, since 2004.

Director of Solar Senior Capital Ltd.

Director of SLR Senior Investment Corp.

since 2011, of SCP Private Credit Income BDC LLC since 2018, of SLR HC BDC LLC since 2020 and several private companies.

Partner at Deerfield Management, a healthcare investment firm, since

Co-founder and manager of Ascent Biomedical Ventures, a venture capital firm focused on early stage investment and development of biomedical companies, since 2004.

Since 2011, Mr.

Hochberg had been

the Chairman of the Board of Continuum Health Partners until its merger with Mount Sinai in 2013, where he is the Senior Vice Chairman of the Mount Sinai Health System, a non-profit healthcare integrated

delivery system in New York City.

Director of a number of private healthcare companes, two special purposes acquisition companies, in cluding Deerfield Healthcare Technology Acquisitions Corp.

and DFP Healthcare Acquisitions Corp., and the

Cardiovascular Research Foundation, an organization focused on advancing new technologies and education in the field of cardiovascular medicine.

Hochberg had been the Chairman of the Board of

Continuum Health Partners until its merger with Mount Sinai in 2013, where he is the Senior Vice Chairman of the Mount Sinai Health System, a non-profit

Name, Address and Age (1)

Position(s) Held

Terms of Office and

Length of Time

Occupation(s) During

Other Directorships

Held by Director or

Nominee for Director

During Past 5

integrated delivery system in New York City.

Director of a number of private healthcare companies, and the Cardiovascular Research Foundation, an organization focused on advancing new technologies and education in the field of

cardiovascular medicine.

Hochbergs varied experience in investing in medical technology companies provides the board of directors with

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President and Chief Investment Officer of Wildcat Capital Management, LLC since 2011;

Co-founder and Senior Managing Director at Vida Ventures since 2017;

Chief Executive Officer of Infinity Q

Capital Management, LLC from 2014 to 2020;

Co-founder and Senior Managing Director at Vida Ventures I and II, each a biotech venture fund, since

Managing Director of Soros Private Equity at Soros Fund Management LLC from 2002 to 2009.

Director of Solar Senior Capital Ltd.

since 2011, SCP Private Credit Income BDC LLC since 2018, SLR HC BDC LLC since 2020, Hilton Grand Vacations Inc.

since 2017, SuRo Capital Corp.

(formerly known as Sutter Rock Capital Corp.)

since 2011, and several private companies.

Non-Executive Chairman of Infinity Q Management since 2020.

Potters experience practicing as a corporate lawyer provides valuable insight to the board of directors on

regulatory and risk management issues.

In addition, his tenure in private equity and other investments and service as a director of both public and private companies provide industry-specific knowledge and expertise to the board of directors.

Director of SLR Senior Investment Corp.

since 2011, of SCP Private Credit Income BDC LLC since 2018, of SLR HC BDC LLC since 2020, Hilton Grand Vacations Inc.

since 2017, of SuRo Capital Corp.

since 2011, and several private

Potters experience practicing as a corporate lawyer provides valuable insight to the board of

directors on regulatory and risk management issues.

In addition, his tenure in private equity and other investments and service as a director of both public and private companies provide industry-specific knowledge and expertise to the board of

Name, Address and Age (1)

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Founding Partner and Managing Partner of W Capital Partners, a private equity fund manager, since 2001.

Director of Solar Senior Capital Ltd.

since 2011, SCP Private Credit Income BDC LLC since 2018, SLR HC BDC LLC since 2020 and of several private companies.

Director of SLR Senior Investment Corp.

since 2011, of SCP Private Credit Income BDC LLC since 2018, of SLR HC BDC LLC since 2020 and of several private companies.

Wachters extensive knowledge of private equity and investment banking provides the board of directors with the

valuable insight of an experienced financial manager.

The business address of the director nominees and other directors is c/o Solar Capital Ltd., 500 Park Avenue,

The business address of the director nominees and other directors is c/o SLR Investment Corp., 500 Park Avenue,

New York, New York 10022.

All of the Companys directors also serve as directors of Solar Senior Capital Ltd., SCP Private Credit

Income BDC LLC and SLR HC BDC LLC, which are investment companies that have each elected to be regulated as a business development company (BDC) and for which Solar Capital Partners serves as investment adviser.

serves as a director of SuRo Capital Corp.

(formerly known as Sutter Rock Capital Corp.), which is a closed-end management investment company that has elected to be regulated as a BDC.

All of the Companys directors also serve as directors of SLR Senior Investment Corp., SCP Private Credit

Income BDC LLC and SLR HC BDC LLC, which are investment companies that have each elected to be regulated as a business development company (BDC) and for which SLR Capital Partners serves as investment adviser.

Potter also serves

as a director of SuRo Capital Corp., which is a closed-end management investment company that has elected to be regulated as a BDC.

Information about Executive Officers Who Are Not Directors

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Chief Financial Officer, Treasurer and Secretary

Chief Financial Officer, Treasurer and Secretary of the Company and of Solar Senior Capital Ltd.

since May 2012, of SCP Private Credit Income BDC LLC since June 2018 and SLR HC BDC LLC since September 2020.

Peteka joined

the Company from Apollo Investment Corporation, a publicly-traded business development company, where he served from 2004 to 2012 as the Chief Financial Officer and Treasurer.

Chief Financial Officer, Treasurer and Secretary of the Company and of SLR Senior Investment Corp.

since May 2012, of SCP Private Credit Income BDC LLC since June 2018 and of SLR HC BDC LLC since September 2020.

joined the Company from Apollo Investment Corporation, a publicly-traded business development company, where he served from 2004 to 2012 as the Chief Financial Officer and Treasurer.

Name, Address, and Age (1)

Position(s) Held with

Principal Occupation(s) During Past 5 Years

Guy Talarico, 66

Chief Compliance Officer

Chief Compliance Officer of Solar Capital Ltd.

since 2008, Solar Senior Capital Ltd.

since 2010, SCP Private Credit Income BDC LLC since 2018, SLR HC BDC LLC since 2020 and Solar Capital Partners, LLC since February 2016all

affiliated entities;

and Chief Executive Officer of Alaric Compliance Services, LLC (successor to EOS Compliance Services LLC) since December 2005.

Chief Compliance Officer of SLR Investment Corp.

since 2008, of SLR Senior Investment Corp.

since 2010, of SCP Private Credit Income BDC LLC since 2018, of SLR HC BDC LLC since 2020 and of SLR Capital Partners, LLC since February

2016all affiliated entities;

and Chief Executive Officer of Alaric Compliance Services, LLC (successor to EOS Compliance Services LLC) from December 2005 to December 2021.

In December 2021, Alaric was acquired by Foreside Consulting Services,

Talarico serves as Senior Managing Director of Foreside Consulting Services, LLC.

In conjunction with this primary occupation, Mr.

Talarico has served and continues to serve as

Chief Compliance Officer for other business development companies, funds, and/or investment advisers who are not affiliated with the Solar Capital entities.

The business address of the executive officers is c/o Solar Capital Ltd., 500 Park Avenue, New York, New York

Talarico has served and continues to serve as Chief Compliance Officer for other business

development companies, funds, and/or investment advisers who are not affiliated with the SLR Capital Partners entities.

The business address of the executive officers is c/o SLR Investment Corp., 500 Park Avenue, New York, New York

Our common stock is listed on the NASDAQ Global Select Market under the symbol SLRC.

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The Audit Committee

operates pursuant to a charter approved by our board of directors, a copy of which is available on our website at http://www.solarcapltd.com.

operates pursuant to a charter approved by our board of directors, a copy of which is available on our website at http://www.SLRinvestmentcorp.com.

The charter sets forth the responsibilities of the Audit Committee.

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The Audit Committee also establishes guidelines and makes recommendations to our board of directors regarding the valuation of our

The Audit Committee is

responsible for aiding our board of directors in determining the fair value of debt and equity securities that are not publicly traded or for which current market values are not readily

The board of directors and Audit Committee utilize the services of nationally recognized third-party valuation firms to help determine the fair value of these securities.

The Audit Committee is responsible for aiding our board of directors in determining the fair value of debt and equity securities that are not publicly traded or for which current market values are not readily available.

directors and Audit Committee utilize the services of nationally recognized third-party valuation firms to help determine the fair value of these securities.

The Audit Committee is currently composed of Messrs.

Wachter and Potter, all of whom are considered independent under the rules of the NASDAQ Stock Market and are not interested persons of the Company as that term is defined in Section 2(a)(19) of the 1940 Act.

serves as Chairman of the Audit Committee.

Hochberg, Wachter and Potter, all of

whom are considered independent under the rules of the NASDAQ Stock Market and are not interested persons of the Company as that term is defined in Section 2(a)(19) of the 1940 Act.

Hochberg serves as Chairman of the Audit

Our board of directors has determined that Mr.

Hochberg is an audit committee financial expert as that term is defined under Item 407 of Regulation

S-K, as promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act).

Hochberg is an audit committee financial expert as that term is defined under Item 407 of Regulation S-K, as promulgated under

the Securities Exchange Act of 1934, as amended (the Exchange Act).

Hochberg meets the current independence and experience requirements of Rule 10A-3 of the Exchange Act.

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Stockholders with questions about the Company are encouraged to contact the Companys investor relations department.

stockholders believe that their questions have not been addressed, they may communicate with the Companys board of directors by sending their communications to Solar Capital Ltd., c/o Richard L.

Peteka, Secretary, 500 Park Avenue, New York,

New York 10022.

All stockholder communications received in this manner will be delivered to one or more members of the board of directors.

The Company has adopted a code of ethics that applies to, among others, its senior officers, including its Co-Chief Executive Officers and its Chief Financial Officer, as well as every officer, director and employee of the Company.

The Companys code of ethics can be accessed via its website at

http://www.solarcapltd.com .

stockholders believe that their questions have not been addressed, they may communicate with the Companys board of directors by sending their communications to SLR Investment Corp.,

c/o Richard L.

Peteka, Secretary, 500 Park Avenue, New York, New York 10022.

All stockholder communications received in this manner will be delivered to one or more members of the board of

Code of Ethics

Company has adopted a code of ethics that applies to, among others, its senior officers, including its Co-Chief Executive Officers and its Chief Financial Officer, as well as every officer, director and

employee of the Company.

The Companys code of ethics can be accessed via its website at http://www.SLRinvestmentcorp.com .

The Company intends to disclose amendments to or waivers from a required provision of the code of ethics on Form 8-K.

Nomination of Directors

There have been

no material changes to the procedures by which stockholders may recommend nominees to our Board of Directors implemented since the filing of our Proxy Statement for our 2020 Annual Meeting of Stockholders.

There have been no material changes to the procedures by which stockholders may recommend nominees to our Board of Directors implemented since

the filing of our Proxy Statement for our 2021 Annual Meeting of Stockholders.

Executive Compensation

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Gross, our Co-Chief Executive Officer and President, and Mr.

our Co-Chief Executive Officer and Chief Operating Officer, through their ownership interest in Solar Capital Partners, our investment adviser, are entitled to a portion of any profits earned by Solar Capital

Partners, which includes any fees payable by us to Solar Capital Partners under the terms of the Advisory Agreement, less expenses incurred by Solar Capital Partners in performing its services under the Advisory Agreement.

Gross and Spohler

do not receive any additional compensation from Solar Capital Partners in connection with the management of our portfolio.

Peteka, our Chief Financial Officer, Treasurer and Secretary and, through Alaric Compliance Services, LLC, Guy Talarico, our Chief

Compliance Officer, are paid by Solar Capital Management, our administrator, subject to reimbursement by us of an allocable portion of such compensation for services rendered by such persons to the Company.

To the extent that Solar Capital

Management outsources any of its functions, we will pay the fees associated with such functions on a direct basis without profit to Solar Capital Management.

our Co-Chief Executive Officer and Chief Operating Officer, through their ownership interest in SLR Capital Partners, our investment adviser, are entitled to a portion of any profits earned by SLR Capital

Partners, which includes any fees payable by us to SLR Capital Partners under the terms of the Advisory Agreement, less expenses incurred by SLR Capital Partners in performing its services under the Advisory Agreement.

Gross and Spohler do

not receive any additional compensation from SLR Capital Partners in connection with the management of our portfolio.

our Chief Financial Officer, Treasurer and Secretary and, through Foreside Consulting Services, LLC, Guy Talarico, our Chief Compliance Officer, are paid by SLR Capital Management, our administrator, subject to reimbursement by us of an allocable

portion of such compensation for services rendered by such persons to the Company.

To the extent that SLR Capital Management outsources any of its functions, we will pay the fees associated with such functions on a direct basis without profit to SLR

Capital Management.

Compensation of Directors

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The Compensation

Committee operates pursuant to a charter approved by our board of directors, a copy of which is available on our website at http://www.solarcapltd.com.

Committee operates pursuant to a charter approved by our board of directors, a copy of which is available on our website at http://www.SLRinvestmentcorp.com.

The charter sets forth the responsibilities of the Compensation Committee.

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During fiscal year 2021 none of the Companys executive officers served on the board of

directors (or a compensation committee thereof or other board committee performing equivalent functions) of any entities that

had one or more executive officers serve on the Compensation Committee of the Company or on the Board of Directors of the Company.

No member of the Compensation Committee had any relationship

requiring disclosure under any paragraph of Item 404 of Regulation S-K.

directors (or a compensation committee thereof or other board committee performing equivalent functions) of any entities that had one or more executive officers serve on the Compensation Committee of the Company or on the Board of Directors of the

No member of the Compensation Committee had any relationship requiring disclosure under any paragraph of Item 404 of Regulation S-K.

Compensation Committee Report

Currently, none of our executive officers are compensated by the Company, and as such the Company is not required to produce a report on

executive officer compensation for inclusion in our annual report on Form 10-K.

none of our executive officers are compensated by the Company, and as such the Company is not required to produce a report on executive officer compensation for inclusion in our annual report on Form 10-K.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

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nominees for directors, the Companys executive officers, each person known to us to beneficially own 5% or more of the outstanding shares of our common stock, and the executive officers and directors as a group.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission (SEC) and includes

voting or investment power with respect to the securities.

Ownership information for those persons who beneficially own 5% or more of our shares of common stock is based upon reports filed by such persons with the SEC and other information obtained

from such persons, if available.

Unless otherwise indicated, the Company believes that each beneficial owner set forth in the table has

voting and investment power and has the same address as the Company.

Beneficial ownership is determined in accordance with the rules of the Securities and

Exchange Commission (SEC) and includes voting or investment power with respect to the securities.

Ownership information for those persons who beneficially own 5% or more of our shares of common stock is based upon reports filed by such

persons with the SEC and other information obtained from such persons, if available.

Unless otherwise indicated, the Company believes

that each beneficial owner set forth in the table has voting and investment power and has the same address as the Company.

Our address is 500 Park Avenue, New York, New York 10022.

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All executive officers and directors as a group (7 persons)

Wellington Management Group LLP(5)

Thornburg Investment Management Inc.(5)

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February 25, 2022.

Includes 1,285,013 shares held by Solar Capital Investors, LLC and 715,000 shares held by Solar Capital

Includes 1,285,013 shares held by SLR Capital Investors, LLC and 715,000 shares held by SLR Capital

Investors II, LLC, a portion of both of which may be deemed to be indirectly beneficially owned by Michael S.

Gross, by Bruce Spohler and a grantor retained annuity trust (GRAT) setup by and for

Gross by virtue of their collective ownership interest therein.

Also includes 208,248 shares held by Solar Capital Partners Employee Stock Plan LLC, which is controlled by Solar Capital

Partners, LLC.

Gross, by Bruce Spohler and a grantor retained annuity trust (GRAT) setup by and for Mr.

Gross by virtue of their

collective ownership interest therein.

Also includes 208,248 shares held by SLR Capital Partners Employee Stock Plan LLC, which is controlled by SLR Capital Partners, LLC.

Gross and Mr.

Spohler may be deemed to beneficially own a portion of the shares held by Solar Capital Partners Employee Stock Plan LLC by virtue of their collective ownership interest in Solar Capital Partners, LLC.

Spohler may be deemed to beneficially own a

portion of the shares held by SLR Capital Partners Employee Stock Plan LLC by virtue of their collective ownership interest in SLR Capital Partners, LLC.

Gross and Mr.

Spohler disclaim beneficial ownership of any shares of our common stock directly held by Solar Capital Partners Employee Stock Plan LLC, Solar Capital Investors, LLC or Solar Capital Investors II, LLC, except to the

extent of their respective pecuniary interest therein.

Spohler disclaim beneficial ownership of any shares of our

common stock directly held by SLR Capital Partners Employee Stock Plan LLC, SLR Capital Investors, LLC or SLR Capital Investors II, LLC, except to the extent of their respective pecuniary interest therein.

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).

Spohler disclaims beneficial ownership of the shares in the Spohler Trust and the Spohler LLC.

Includes 97,250 shares directly held by Michael S.

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be deemed to directly beneficially own as the sole trustee of the GRAT.

Also includes 88,775 shares held by certain trusts for the benefit of family members for which Mr.

Gross serves as trustee (the Family

Gross may be deemed to directly beneficially own these shares by virtue of his control with respect to the Family Trusts, and disclaims beneficial ownership of the securities held by the Family Trusts

except to the extent of his pecuniary interest therein.

Based upon information contained in the Schedule 13G/A filed February 4, 2021 by Wellington Management

Such securities are held by certain investment vehicles controlled and/or managed by Wellington Management Company, LLP or its affiliates.

The address for Wellington Management Company, LLP is 280 Congress Street, Boston, MA 02210.

Also includes

88,775 shares held by certain trusts for the benefit of family members for which Mr.

Gross serves as trustee (the Family Trusts).

Gross may be deemed to directly

beneficially own these shares by virtue of his control with respect to the Family Trusts, and disclaims beneficial ownership of the securities held by the Family Trusts except to the extent of his pecuniary interest therein.

Based upon information contained in the Schedule 13G filed February 7, 2022 by Thornburg Investment

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Certain Relationships and Related Transactions, and Director Independence

We have entered into the Advisory Agreement with Solar Capital Partners.

We have entered into the Advisory Agreement with SLR Capital Partners.

Gross, our Chairman,

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Spohler, our Co-Chief Executive Officer, Chief Operating Officer and board member, are managing members and senior

investment professionals of, and have financial and controlling interests in, Solar Capital Partners.

investment professionals of, and have financial and controlling interests in, SLR Capital Partners.

In addition, Mr.

Peteka, our Chief Financial Officer, Treasurer and Secretary, serves as the Chief Financial Officer for Solar Capital

Solar Capital Partners and its affiliates may also manage other funds in the future that may

have investment mandates that are similar, in whole and in part, with ours.

For example, Solar Capital Partners presently serves as investment adviser to private funds and managed accounts as well as to Solar Senior Capital Ltd., a publicly-traded

BDC, which focuses on investing primarily in senior secured loans, including first lien and second lien debt instruments, SCP Private Credit Income BDC LLC, an unlisted BDC, which focuses on investing primarily in senior secured loans, including non-traditional asset-based loans and first lien loans and SLR HC BDC LLC, an unlisted BDC whose principal focus is to invest directly and indirectly in senior secured loans and other debt instruments typically to

middle market companies within the healthcare industry.

Peteka, our Chief Financial Officer, Treasurer and Secretary, serves as the Chief Financial Officer for SLR Capital Partners.

SLR Capital Partners and its affiliates may also manage other funds in the future that may have investment mandates that are similar, in

whole and in part, with ours.

For example, SLR Capital Partners presently serves as investment adviser to private funds and managed accounts as well as to SLR Senior Investment Corp., a publicly-traded BDC, which focuses on investing primarily in

senior secured loans, including first lien and second lien debt instruments, SCP Private Credit Income BDC LLC, an unlisted BDC, which focuses on investing primarily in senior secured loans, including

non-traditional asset-based loans and first lien loans and SLR HC BDC LLC, an unlisted BDC whose principal focus is to invest directly and indirectly in senior secured loans and other debt instruments

typically to middle market companies within the healthcare industry.

In addition, Michael S.

Gross, our Chairman and Co-Chief Executive Officer, Bruce Spohler, our Co-Chief Executive

Officer and Chief Operating Officer, and Richard L.

Peteka, our Chief Financial Officer, serve in similar capacities for Solar Senior Capital Ltd., SCP Private Credit Income BDC LLC and SLR HC BDC LLC.

Solar Capital Partners and certain investment advisory affiliates may determine that an investment is appropriate for us and for one or more

of those other funds.

In such event, depending on the availability of such investment and other appropriate factors, Solar Capital Partners or its affiliates may determine that we should invest side-by-side with one or more other funds.

Any such investments will be made only to the extent permitted by applicable law and interpretive positions of the SEC and its staff, and consistent with Solar

Capital Partners allocation procedures.

Related party transactions may occur among Solar Capital Ltd., Crystal Financial LLC,

Equipment Operating Leases LLC, Loyer Capital LLC, North Mill Holdco LLC, Gemino Healthcare Finance, LLC and NEF Holdings LLC.

Gross, our Chairman and Co-Chief Executive Officer, Bruce Spohler, our

Co-Chief Executive Officer and Chief Operating Officer, and Richard L.

Peteka, our Chief Financial Officer, serve in similar capacities for SLR Senior Investment Corp., SCP Private Credit Income BDC LLC and

SLR HC BDC LLC.

SLR Capital Partners and certain investment advisory affiliates may determine that an investment is appropriate for us

and for one or more of those other funds.

In such event, depending on the availability of such investment and other appropriate factors, SLR Capital Partners or its affiliates may determine that we should

invest side-by-side with one or more other funds.

Any such investments will be made only to the extent permitted by

applicable law and interpretive positions of the SEC and its staff, and consistent with SLR Capital Partners allocation procedures.

Related party transactions may occur among SLR Investment Corp., SLR Credit Solutions, Equipment Operating Leases LLC, Kingsbridge Holdings,

LLC, Loyer Capital LLC, SLR Business Credit, SLR Healthcare ABL and SLR Equipment Finance.

These transactions may occur in the normal course of business.

No administrative or other fees are paid to Solar Capital

Partners by Crystal Financial LLC, Equipment Operating Leases LLC, Loyer Capital LLC, North Mill Holdco LLC, Gemino Healthcare Finance, LLC or NEF Holdings LLC.

No administrative or other fees are paid to SLR Capital Partners by SLR Credit Solutions,

Equipment Operating Leases LLC, Kingsbridge Holdings, LLC, Loyer Capital LLC, SLR Business Credit, SLR Healthcare ABL or SLR Equipment Finance.

In addition, we have adopted a formal code of ethics that governs the conduct of our officers and directors.

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The Exemptive Order permits us

to participate in negotiated co-investment transactions with certain affiliates, each of whose investment adviser is an investment adviser that controls, is controlled by or is under common control with Solar

Capital Partners and is registered as an investment adviser under the Advisers Act, in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent

factors, and pursuant to the conditions to the Exemptive Order.

We believe that it will be advantageous for us to co-invest with funds managed by Solar Capital Partners where such investment is consistent with

We believe that it will be advantageous for us to co-invest with funds managed by SLR Capital Partners where such investment is consistent with

the investment objectives, investment positions, investment policies, investment strategy, investment restrictions, regulatory requirements and other pertinent factors applicable to us.

We have entered into a license agreement with Solar Capital Partners, pursuant to which Solar Capital Partners has agreed to grant us a non-exclusive, royalty-free license to use the name Solar Capital. In addition, pursuant to the terms of the Administration Agreement, Solar Capital Management provides us with the office facilities and

administrative services necessary to conduct our day-to-day operations.

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, royalty-free license to use the names SLR and SOLAR.

In addition, pursuant to the terms of the Administration Agreement, SLR Capital Management provides us with the office

facilities and administrative services necessary to conduct our day-to-day operations.

Board Consideration of the Investment Advisory and Management Agreement

Our board of directors determined at a virtual meeting held on November 2, 2020, to approve the Advisory Agreement between the Company and

Solar Capital Partners.

Our board of directors, determined at a virtual meeting held on November 3, 2021, to approve the Advisory Agreement between the Company

and SLR Capital Partners.

In reliance on certain exemptive relief provided by the SEC in connection with the global COVID-19 pandemic, our board undertook to ratify the Advisory Agreement at its next in-person meeting.

In its consideration of the approval of the Advisory Agreement, the board of directors focused on information it had received relating to, among other things:

the nature, extent and quality of advisory and other services provided by Solar Capital Partners, including

the nature, extent and quality of advisory and other services provided by SLR Capital Partners, including

information about the investment performance of the Company relative to its stated objectives and in comparison to the performance of the Companys peer group and relevant market indices, and concluded that such advisory and other services are

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the experience and qualifications of the personnel providing such advisory and other services, including

information about the backgrounds of the investment personnel, the allocation of responsibilities among such personnel and the process by which investment decisions are made, and concluded that the investment personnel of Solar Capital Partners have

extensive experience and are well qualified to provide advisory and other services to the Company;

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relation to those of other investment companies having comparable investment policies and limitations, and concluded that the current fee structure is reasonable;

the advisory fees charged by Solar Capital Partners to the Company, to Solar Senior Capital Ltd.

Private Credit Income BDC LLC, the advisory fees that will be charged by Solar Capital Partners to SLR HC BDC LLC, and comparative data regarding the advisory fees charged by other investment advisers to business development companies with similar

investment objectives, and concluded that the advisory fees charged by Solar Capital Partners to the Company are reasonable;

the direct and indirect costs, including for personnel and office facilities, that are incurred by Solar Capital

the advisory fees charged by SLR Capital Partners to the Company, to SLR Senior Investment Corp.

Private Credit Income BDC LLC, the advisory fees that will be charged by SLR Capital Partners to SLR HC BDC LLC, and comparative data regarding the advisory fees charged by other investment advisers to business development companies with similar

investment objectives, and concluded that the advisory fees charged by SLR Capital Partners to the Company are reasonable;

the direct and indirect costs, including for personnel and office facilities, that are incurred by SLR Capital

Partners and its affiliates in performing services for the Company and the basis of determining and allocating these costs, and concluded that the direct and indirect costs, including the allocation of such costs, are reasonable;

possible economies of scale arising from the Companys size and/or anticipated growth, and the extent to

which such economies of scale are reflected in the advisory fees charged by Solar Capital Partners to the Company, and concluded that some economies of scale may be possible in the future;

other possible benefits to Solar Capital Partners and its affiliates arising from their relationships with the

Company, and concluded that all such other benefits were not material to Solar Capital Partners and its affiliates;

which such economies of scale are reflected in the advisory fees charged by SLR Capital Partners to the Company, and concluded that some economies of scale may be possible in the future;

other possible benefits to SLR Capital Partners and its affiliates arising from their relationships with the

Company, and concluded that all such other benefits were not material to SLR Capital Partners and its affiliates;

possible alternative fee structures or bases for determining fees, and concluded that the Companys current

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Based on the information reviewed and the discussions

detailed above, the board of directors, including a majority of the directors who are not interested persons as defined in the 1940 Act, concluded that the fees payable to Solar Capital Partners pursuant to the Advisory Agreement were

detailed above, the board of directors, including a majority of the directors who are not interested persons as defined in the 1940 Act, concluded that the fees payable to SLR Capital Partners pursuant to the Advisory Agreement were

reasonable, and comparable to the fees paid by other management investment companies with similar investment objectives, in relation to the services to be provided.

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Individual members of the board of directors may have given different weights to different factors.

Director Independence

In accordance with rules of the NASDAQ Stock Market, our board of directors annually determines each directors independence.

consider a director independent unless the board of directors has determined that he has no material relationship with us.

We monitor the relationships of our directors and officers through a questionnaire each director completes no less frequently

than annually and updates periodically as information provided in the most recent questionnaire changes.

Our governance guidelines

require any director who has previously been determined to be independent to inform the Chairman of the board of directors, the Chairman of the Nominating and Corporate Governance Committee and our Secretary of any change in circumstance that may

cause his status as an independent director to change.

In accordance with rules of the NASDAQ Stock Market, our board of directors annually determines each directors

independence.

We do not consider a director independent unless the board of directors has determined that he has no material relationship with us.

We monitor the relationships of our directors and officers through a questionnaire each director

completes no less frequently than annually and updates periodically as information provided in the most recent questionnaire changes.

governance guidelines require any director who has previously been determined to be independent to inform the Chairman of the board of directors, the Chairman of the Nominating and Corporate Governance Committee and our Secretary of any change in

circumstance that may cause his status as an independent director to change.

The board of directors limits membership on the Audit Committee, the Nominating and Corporate Governance Committee and the Compensation Committee to independent directors.

In order to evaluate the materiality of any such relationship, the board of directors uses the definition of director independence set forth

in the rules promulgated by the NASDAQ Stock Market.

Rule 5605(a)(2) provides that a director of a BDC, shall be considered to be independent if he or she is not an interested person of such BDC, as defined in Section 2(a)(19) of

the 1940 Act.

The board of directors has determined that each of the directors is independent and has no relationship with us, except as

a director and stockholder, with the exception of Michael S.

Gross, as a result of his positions as the Co-Chief Executive Officer and President of the Company and a Managing Member of Solar Capital Partners,

and Bruce Spohler, as a result of his positions as the Co-Chief Executive Officer and Chief Operating Officer of the Company and a Managing Member of Solar Capital Partners.

In order to evaluate the materiality of any such relationship, the board of directors uses the definition of director independence set

forth in the rules promulgated by the NASDAQ Stock Market.

Rule 5605(a)(2) provides that a director of a BDC, shall be considered to be independent if he or she is not an interested person of such BDC, as defined in Section 2(a)(19)

of the 1940 Act.

The board of directors has determined that each of the directors is independent and has no relationship with us, except

as a director and stockholder, with the exception of Michael S.

Gross, as a result of his positions as the Co-Chief Executive Officer and President of the Company and a Managing Member of SLR Capital Partners,

and Bruce Spohler, as a result of his positions as the Co-Chief Executive Officer and Chief Operating Officer of the Company and a Managing Member of SLR Capital Partners.

Indemnification Agreements

entered into indemnification agreements with our directors.

The indemnification agreements are intended to provide our directors the maximum indemnification permitted under Maryland law and the 1940 Act.

Each indemnification agreement provides that

Solar Capital 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, to the maximum extent permitted by Maryland law and the 1940 Act.

We have entered into indemnification agreements with our directors.

The indemnification agreements are intended to provide our directors the

maximum indemnification permitted under Maryland law and the 1940 Act.

Each indemnification agreement provides that SLR Capital 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, to the maximum extent permitted by Maryland law and the 1940

Principal Accountant Fees and Services

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Audit-Related Fees:

Audit-related services consist of fees billed for assurance and

related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under Audit Fees. These services include attest services that are not required by statute or

regulation and consultations concerning financial accounting and reporting standards.

Audit-related services consist of fees billed for assurance and related services that are reasonably related to the

performance of the audit or review of our financial statements and are not reported under Audit Fees. These services include attest services that are not required by statute or regulation and consultations concerning financial accounting

and reporting standards.

Tax Services Fees:

Tax services fees consist

of fees billed for professional tax services.

These services also include assistance regarding federal, state, and local tax compliance.

Tax services fees consist of fees billed for professional tax services.

These services

also include assistance regarding federal, state, and local tax compliance.

All Other Fees:

Other fees would include fees for products and services other than the services reported above.

Other fees would include fees for

products and services other than the services reported above.

Pre-Approval Policy

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However, the Audit Committee may delegate pre-approval authority to one or

more of its members.

The member or members to whom such authority is delegated shall report any pre-approval decisions to the Audit Committee at its next scheduled meeting.

The Audit Committee does not

delegate its responsibilities to pre-approve services performed by the independent registered public accounting firm to management.

During the fiscal year ended December 31, 2020, the Audit Committee pre-approved 100% of services described in this policy.

The member or members to whom such authority is delegated shall report any pre-approval decisions to the Audit Committee at its next scheduled

The Audit Committee does not delegate its responsibilities to pre-approve services performed by the independent registered public accounting firm to management.

During the fiscal year ended

December 31, 2021, the Audit Committee pre-approved 100% of services described in this policy.

Exhibit and Financial Statement Schedules

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The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC:

Agreement and Plan of Merger among SLR Investment Corp., SLR Senior Investment Corp., Solstice Merger Sub, Inc.

and SLR Capital Partners, LLC

(for the limited purposes set forth therein), dated as of December 1, 2021(12)

Articles of Amendment and Restatement(1)

Amended and Restated Bylaws(1)

Articles of Amendment (11)

Second Amended and Restated Bylaws(12)

Form of Common Stock Certificate(2)

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Dividend Reinvestment Plan(1)

Form of Senior Secured Credit Agreement by and between the Registrant, Citibank, N.A., as administrative agent, the lenders party thereto and

JPMorgan Chase Bank, N.A., as syndication agent(9)

Third Amended and Restated Investment Advisory and Management Agreement by and between the Registrant and Solar Capital Partners,

Form of Senior Secured Credit Agreement dated as of August 28, 2019 (as amended December

28, 2021) among SLR Investment Corp., Citibank, N.A., as Administrative Agent, the lenders party thereto, JPMorgan Chase Bank, N.A., as syndication agent, and Citibank, N.A., J.P.

Morgan Securities LLC, and Sumitomo Mitsui Banking Corporation as Joint Lead

Bookrunners and Joint Lead Arrangers(13)

Third Amended and Restated Investment Advisory and Management Agreement by and between the Registrant and SLR Capital Partners, LLC(7)

Form of Custodian Agreement(6)

Amended and Restated Administration Agreement by and between Registrant and Solar Capital Management, LLC(5)

Amended and Restated Administration Agreement by and between Registrant and SLR Capital Management, LLC(5)

Form of Indemnification Agreement by and between Registrant and each of its directors(1)

Trademark License Agreement by and between Registrant and Solar Capital Partners, LLC(1)

Form of Share Purchase Agreement by and between Registrant and Solar Capital Investors II, LLC(2)

First Amended and Restated Trademark License Agreement by and between Registrant and SLR Capital Partners, LLC(11)

Form of Share Purchase Agreement by and between Registrant and SLR Capital Investors II, LLC(2)

Form of Registration Rights Agreement(4)

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Form of Third Supplement to Note Purchase Agreement by and between the Registrant and the lenders party thereto(9)

Form of Fifth Supplement to Note Purchase Agreement(14)

Code of Ethics(10)

Code of Business Conduct(5)

Subsidiaries of Solar Capital Ltd.*

Subsidiaries of SLR Investment Corp.*

Consent of Independent Registered Public Accounting Firm*

Certification of Co-Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as

Consent of Independent Registered Public Accounting Firm*

Certification of Co-Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.*

Certification of Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.*

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NEF Holdings, LLC and Subsidiaries (A Limited Liability Company) Consolidated Financial Statements for the years ended December 31, 2021 and December 31, 2020*

KBH Topco, LLC (A Delaware Limited Liability Company) Consolidated Financial Statements for the period November 3, 2020 to December 31, 2020*

KBH Topco, LLC (A Delaware Limited Liability Company) Consolidated Financial Statements for the year ended December 31, 2021 and the period November 3, 2020 to December 31, 2020*

Report of Independent Registered Public Accounting Firm on Supplemental Information*

Previously filed in connection with Solar Capital Ltd.s registration statement on Form N-2 Pre-Effective Amendment No.

Previously filed in connection with SLR Investment Corp.s registration statement on Form N-2 Pre-Effective Amendment No.

333-148734) filed on January 7, 2010.

Previously filed in connection with Solar Capital Ltd.s registration statement on Form N-2 (File No 333-148734) filed on February 9, 2010.

Previously filed in connection with Solar Capital Ltd.s registration statement on Form N-2 Post-Effective Amendment No.

Previously filed in connection with SLR Investment Corp.s registration statement on Form N-2 (File No 333-148734) filed on February 9, 2010.

Previously filed in connection with SLR Investment Corp.s registration statement on Form N-2 Post-Effective Amendment No.

333-172968) filed on November 16, 2012.

Previously filed in connection with Solar Capital Ltd.s report on Form

Previously filed in connection with SLR Investment Corp.s report on Form

8-K filed on November 29, 2010.

Previously filed in connection with Solar Capital Ltd.s registration statement on Form N-2 Post-Effective Amendment No.

Previously filed in connection with SLR Investment Corp.s registration statement on Form N-2 Post-Effective Amendment No.

333-172968) filed on November 12, 2013.

Previously filed in connection with Solar Capital Ltd.s report on Form

Previously filed in connection with SLR Investment Corp.s report on Form

10-K filed on February 25, 2014.

Previously filed in connection with Solar Capital Ltd.s report on Form

Previously filed in connection with SLR Investment Corp.s report on Form

10-Q filed on August 6, 2018.

Previously filed in connection with Solar Capital Ltd.s registration statement on Form N-2 Post-Effective Amendment No.

Previously filed in connection with SLR Investment Corp.s registration statement on Form N-2 Post-Effective Amendment No.

333-194870) filed on November 22, 2017.

Previously filed in connection with Solar Capital Ltd.s report on Form

10-Q filed on November 4, 2019.

Previously filed in connection with Solar Capital Ltd.s report on Form

Previously filed in connection with SLR Investment Corp.s report on Form

10-K filed on February 20, 2020.

Previously filed in connection with SLR Investment Corp.s report on Form

10-K filed on February 24, 2021.

Previously filed in connection with SLR Investment Corp.s report on Form

8-K filed on February 25, 2021.

Previously filed in connection with SLR Investment Corp.s report on Form

8-K filed on December 1, 2021.

Previously filed in connection with SLR Investment Corp.s report on Form

8-K filed on January 3, 2022.

Previously filed in connection with SLR Investment Corp.s report on Form

8-K filed on January 12, 2022.

Filed herewith.

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Delaware Limited Liability Company) years ended December 31, 2021 and December 31, 2020 are attached as Exhibit 99.2 hereto.

Consolidated Financial Statements for KBH Topco LLCs (A Delaware Limited Liability Company) period November 3, 2020 to

December 31, 2020 are attached as Exhibit 99.3 hereto.

Consolidated Financial Statements for KBH Topco LLCs (A Delaware Limited Liability Company) year ended December 31, 2021 and period

November 3, 2020 to December 31, 2020 are attached as Exhibit 99.3 hereto.

Form 10-K Summary

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signed on its behalf by the undersigned, thereunto duly authorized.

SOLAR CAPITAL LTD.

SLR INVESTMENT CORP.

/s/ M ICHAEL S.

/s/ B RUCE J.

Co-Chief Executive Officer, President, Chairman of the Board and

February 24, 2021

Co-Chief Executive Officer, President, Chairman of the Board and Director

March 1, 2022

Co-Chief Executive Officer, Chief Operating Officer and

February 24, 2021

March 1, 2022

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the

following persons on behalf of the registrant and in the capacity and on the dates indicated.

February 24, 2021

March 1, 2022

/s/ M ICHAEL S.

Co-Chief Executive Officer, President, Chairman of the Board and Director (Principal Executive Officer)

February 24, 2021

March 1, 2022

/s/ B RUCE J.

Co-Chief Executive Officer, Chief Operating Officer and Director (Principal Executive Officer)

February 24, 2021

March 1, 2022

/s/ S TEVEN H OCHBERG

Steven Hochberg

February 24, 2021

March 1, 2022

/s/ D AVID S.

February 24, 2021

March 1, 2022

/s/ L EONARD A.

February 24, 2021

March 1, 2022

/s/ R ICHARD L.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures