3 unchanged sentences
(in thousands, except share amounts)
−Removed: September 30,
+Added: March 31, 2022
Investments at fair value:
32 unchanged sentences
Three months ended
−Removed: Nine months ended
−Removed: September 30, 2021
−Removed: September 30, 2020
−Removed: September 30, 2021
−Removed: September 30, 2020
+Added: March 31, 2022
+Added: March 31, 2021
INVESTMENT INCOME:
14 unchanged sentences
Net investment income
−Removed: REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, CASH EQUIVALENTS AND DEBT:
+Added: REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND CASH EQUIVALENTS:
Net realized gain (loss) on investments and cash equivalents (companies less than 5%
−Removed: Net change in unrealized gain (loss) on investments, cash equivalents and net change in unrealized
−Removed: (gain) loss on debt:
+Added: Net change in unrealized gain (loss) on investments and cash equivalents:
Companies less than 5% owned
Companies more than 25% owned
−Removed: Net change in unrealized gain (loss) on investments, cash equivalents and debt
−Removed: Net realized and unrealized gain (loss) on investments, cash equivalents and debt
−Removed: NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS
−Removed: EARNINGS (LOSS) PER SHARE (see note 5)
+Added: Net change in unrealized gain (loss) on investments and cash equivalents
+Added: Net realized and unrealized gain (loss) on investments and cash equivalents
+Added: NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS
+Added: EARNINGS PER SHARE (see note 5)
See notes to consolidated financial statements.
3 unchanged sentences
Three months ended
−Removed: Nine months ended
−Removed: September 30, 2021
−Removed: September 30, 2020
−Removed: September 30, 2021
−Removed: September 30, 2020
+Added: March 31, 2022
+Added: March 31, 2021
Increase (decrease) in net assets resulting from operations:
2 unchanged sentences
Net change in unrealized gain (loss)
−Removed: Net increase (decrease) in net assets resulting from operations
+Added: Net increase in net assets resulting from operations
Distributions to stockholders:
1 unchanged sentence
Capital transactions (see note 12) :
−Removed: Net increase (decrease) in net assets resulting from capital transactions
+Added: Net increase in net assets resulting from capital transactions
Total increase (decrease) in net assets
2 unchanged sentences
Capital stock activity (see note 12) :
−Removed: Net increase (decrease)from capital stock activity
+Added: Net increase from capital stock activity
See notes to consolidated financial statements.
2 unchanged sentences
(in thousands)
−Removed: Nine months ended
−Removed: September 30, 2021
−Removed: September 30, 2020
+Added: Three months ended
+Added: March 31, 2022
+Added: March 31, 2021
Cash Flows from Operating Activities:
−Removed: Net increase (decrease) in net assets resulting from operations
−Removed: Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net
−Removed: cash provided by (used in) operating activities:
+Added: Net increase in net assets resulting from operations
+Added: Adjustments to reconcile net increase in net assets resulting from operations to net cash provided
+Added: by (used in) operating activities:
Net realized (gain) loss on investments and cash equivalents
Net change in unrealized (gain) loss on investments
−Removed: Net change in unrealized loss on debt
(Increase) decrease in operating assets:
17 unchanged sentences
Other liabilities and accrued expenses
−Removed: Net Cash Provided by Operating Activities
+Added: Deferred financing costs
+Added: Net Cash Provided by (Used in) Operating Activities
Cash Flows from Financing Activities:
Cash distributions paid
−Removed: Deferred financing costs
−Removed: Proceeds from issuance of unsecured debt
+Added: Proceeds from unsecured borrowings
Proceeds from secured borrowings
Repayment of secured borrowings
−Removed: Net Cash Used in Financing Activities
−Removed: NET INCREASE IN CASH AND CASH EQUIVALENTS
+Added: Net Cash Provided by (Used in) Financing Activities
+Added: NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
5 unchanged sentences
CONSOLIDATED SCHEDULE OF INVESTMENTS (unaudited)
−Removed: September 30, 2021
−Removed: (in thousands, except share/unit amounts)
+Added: March 31, 2022
+Added: thousands, except share/unit amounts)
Senior Secured Loans 109.8%
2 unchanged sentences
Health Care Providers & Services
−Removed: Alteon Health, LLC
−Removed: Health Care Providers & Services
American Teleconferencing Services, Ltd.**
11 unchanged sentences
Diversified Consumer Services
−Removed: Community Brands ParentCo, LLC (f/k/a Ministry Brands)
Enhanced Permanent Capital, LLC(3)
3 unchanged sentences
Inszone Mid, LLC
+Added: Ivy Fertility Services, LLC
+Added: Health Care Providers & Services
Kid Distro Holdings, LLC (Distro Kid)
3 unchanged sentences
Wireless Telecommunication Services
−Removed: Legility, LLC
−Removed: Commercial Services & Supplies
Logix Holding Company, LLC
13 unchanged sentences
Life Sciences Tools & Services
−Removed: Smile Doctors LLC
−Removed: Personal Products
Stryten Energy LLC
2 unchanged sentences
Health Care Equipment & Supplies
−Removed: The Childrens Place, Inc.(3)
−Removed: Specialty Retail
Ultimate Baked Goods Midco LLC (Rise Baking)
4 unchanged sentences
Second Lien Asset-Based Senior Secured Loans
+Added: ACRES Commercial Mortgage, LLC
+Added: Diversified Financial Services
Varilease Finance, Inc.
Multi-Sector Holdings
+Added: Total Second Lien Asset-Based Senior Secured Loans
Second Lien Bank Debt/Senior Secured Loans
7 unchanged sentences
Pharmaceuticals
−Removed: Apollo Endosurgery, Inc.
−Removed: Health Care Equipment & Supplies
+Added: Arcutis Biotherapeutics, Inc.(3)
+Added: Pharamceuticals
Ardelyx, Inc.
2 unchanged sentences
Pharmaceuticals
+Added: BridgeBio Pharma, Inc.(3)
+Added: Biotechnology
Centrexion Therapeutics, Inc.
17 unchanged sentences
Health Care Providers & Services
+Added: Vapotherm, Inc.(3)
+Added: Health Care Equipment & Supplies
Total First Lien Life Science Senior Secured Loans
3 unchanged sentences
CONSOLIDATED SCHEDULE OF INVESTMENTS (unaudited) (continued)
−Removed: September 30, 2021
−Removed: (in thousands, except share/unit amounts)
+Added: March 31, 2022
+Added: thousands, except share/unit amounts)
Equipment Financing 31.5%
2 unchanged sentences
3/1/2025-12/1/2026
+Added: Air Methods Corporation (10)
+Added: 11/3/2026-11/23/2026
AmeraMex International, Inc.
2 unchanged sentences
Oil, Gas & Consumable Fuels
−Removed: 3/1/2022-11/1/2022
Boart Longyear Company (10)
1 unchanged sentence
7/1/2024-1/1/2026
−Removed: C&H Paving, Inc.
−Removed: Construction & Engineering
−Removed: 1/1/2024-11/1/2024
Capital City Jet Center, Inc.
10/4/2023-6/22/26
−Removed: Central Freight Lines, Inc.
Champion Air, LLC (10)
10 unchanged sentences
8/1/2022-4/27/2025
−Removed: Family First Freight, LLC (10)
+Added: First American Commercial Bancorp, Inc.
+Added: Diversified Financial Services
11/1/2026-4/1/2027
+Added: First National Capital, LLC (10)
+Added: Diversified Financial Services
Freightsol LLC (10)
5 unchanged sentences
Haljoe Coaches USA, LLC (10)
+Added: Hawkeye Contracting Company, LLC (10)
+Added: Construction & Engineering
HTI Logistics Corporation (10)
11 unchanged sentences
Consumer Finance
+Added: 8/20/2024-10/1/2024
Mountain Air Helicopters, Inc.
Commercial Services & Supplies
−Removed: 4/30/2022-2/28/2025
Rane Light Metal Castings Inc.
7 unchanged sentences
Diversified Consumer Services
−Removed: South Texas Oilfield Solutions, LLC (14)
−Removed: Energy Equipment & Services
−Removed: 9/1/2022-7/1/2023
+Added: SLR Equipment Finance(2)
+Added: Multi-Sector Holdings
ST Coaches, LLC (10)
2 unchanged sentences
Commercial Services & Supplies
−Removed: 10/1/2024-10/1/2025
Star Coaches Inc.
−Removed: Sturgeon Services International Inc.
−Removed: Energy Equipment & Services
Superior Transportation, Inc.
−Removed: Tailwinds, LLC (10)
−Removed: Air Freight & Logistics
−Removed: 8/1/2024-10/16/2025
The Smedley Company & Smedley Services, Inc.
Commercial Services & Supplies
+Added: Trinity Equipment Rentals, Inc.
+Added: Commercial Services & Supplies
11/1/2024-12/1/2026
−Removed: Thora Capital, LLC (10)
Trolleys, Inc.
12 unchanged sentences
Preferred Equity 0.5%
−Removed: SOAGG LLC (2)(3)(4)
−Removed: Aerospace & Defense
SOINT, LLC (2)(3)(4)
4 unchanged sentences
CONSOLIDATED SCHEDULE OF INVESTMENTS (unaudited) (continued)
−Removed: September 30, 2021
−Removed: (in thousands, except share/unit amounts)
+Added: March 31, 2022
+Added: thousands, except share/unit amounts)
Common Equity/Equity Interests/Warrants55.0%
26 unchanged sentences
Diversified Financial Services
+Added: Vapotherm, Inc.
+Added: Health Care Equipment & Supplies
Venus Concept Ltd.
9 unchanged sentences
Floating rate debt investments typically bear interest at a rate determined by reference to the London Interbank
−Removed: Offered Rate (LIBOR), and which typically reset monthly, quarterly or semi-annually.
−Removed: For each debt investment we have provided the current rate of interest, or in the case of leases the current implied yield, in effect as of
−Removed: September 30, 2021.
+Added: Offered Rate (LIBOR) or Secured Overnight Financing Rate (SOFR), and which typically reset monthly, quarterly or semi-annually.
+Added: For each debt investment we have provided the current rate of interest, or in the case of leases
+Added: the current implied yield, in effect as of March 31, 2022.
Denotes investments in which we are deemed to exercise a controlling influence over the management or policies
−Removed: of a company, as defined in the Investment Company Act of 1940 (1940 Act), due to beneficially owning, either directly or through one or more controlled companies, more than 25% of the outstanding voting securities of the investment.
−Removed: Transactions during the nine months ended September 30, 2021 in these controlled investments are as follows:
+Added: of a company, as defined in the Investment Company Act of 1940, as amended (1940 Act), due to beneficially owning, either directly or through one or more controlled companies, more than 25% of the outstanding voting securities of the
+Added: Transactions during the three months ended March 31, 2022 in these controlled investments are as follows:
Name of Issuer
3 unchanged sentences
Fair Value at
−Removed: September 30, 2021
−Removed: AviatorCap SII, LLC
+Added: March 31, 2022
Equipment Operating Leases, LLC
15 unchanged sentences
CONSOLIDATED SCHEDULE OF INVESTMENTS (unaudited) (continued)
−Removed: September 30, 2021
−Removed: (in thousands)
+Added: March 31, 2022
Indicates assets that the Company believes may not represent qualifying assets under
−Removed: Section 55(a) of the Investment Company Act of 1940 (1940 Act), as amended.
−Removed: If we fail to invest a sufficient portion of our assets in qualifying assets, we could be prevented from making
−Removed: follow-on investments in existing portfolio companies or could be required to dispose of investments at inappropriate times in order to comply with the 1940 Act.
−Removed: As of September 30, 2021, on a fair value
−Removed: basis, non-qualifying assets in the portfolio represented 19.3% of the total assets of the Company.
−Removed: The Companys investments in SOAGG, LLC and SOINT, LLC include a two and one dollar investment in common
−Removed: shares, respectively.
+Added: Section 55(a) of the 1940 Act.
+Added: If we fail to invest a sufficient portion of our assets in qualifying assets, we could be prevented from making follow-on investments in existing portfolio companies or
+Added: could be required to dispose of investments at inappropriate times in order to comply with the 1940 Act.
+Added: As of March 31, 2022, on a fair value basis, non-qualifying assets in the portfolio represented
+Added: 23.9% of the total assets of the Company.
+Added: The Companys investment in SOINT, LLC include a one dollar investment in common shares.
Kingsbridge Holdings, LLC is held through KBH Topco LLC, a Delaware corporation.
10 unchanged sentences
Floating rate instruments accrue interest at a predetermined spread relative to an index, typically the LIBOR,
−Removed: or PRIME rate.
−Removed: These instruments are often subject to a LIBOR or PRIME rate floor.
+Added: SOFR or PRIME rate.
+Added: These instruments are often subject to a LIBOR, SOFR or PRIME rate floor.
Denotes a Level 1 investment.
7 unchanged sentences
co-borrowers.
−Removed: Indicates an investment that is held by the Company through its wholly-owned consolidated financing subsidiary
−Removed: NEFPASS SPV, LLC (the NEFPASS SPV).
−Removed: Such investments are pledged as collateral under the NEFPASS SPV, LLC Revolving Credit Facility (see Note 7 to the consolidated financial statements) and are not generally available to creditors, if
−Removed: any, of the Company.
−Removed: Spread is 6.00% Cash / 2.00% PIK.
−Removed: Spread is 2.50% Cash / 11.50% PIK.
−Removed: Spread is 5.00% Cash / 1.00% PIK.
AmeriMark Interactive, LLC, AmeriMark Direct LLC, AmeriMark Intermediate Sub, Inc., L.T.D.
2 unchanged sentences
and Amerimark Intermediate Holdings, LLC are each co-Borrowers.
+Added: Spread is 6.00% Cash / 2.50% PIK.
+Added: Spread is 2.50% Cash / 12.50% PIK.
+Added: Spread is 5.50% Cash / 0.50% PIK.
Non-income producing security.
3 unchanged sentences
CONSOLIDATED SCHEDULE OF INVESTMENTS (unaudited) (continued)
−Removed: September 30, 2021
−Removed: (in thousands)
+Added: March 31, 2022
Industry Classification
1 unchanged sentence
Investments (at fair value) as
−Removed: of September 30,
+Added: of March 31, 2022
Multi-Sector Holdings (includes Kingsbridge Holdings, LLC, SLR Equipment Finance, Equipment
4 unchanged sentences
Health Care Equipment & Supplies
−Removed: Personal Products
−Removed: Commercial Services & Supplies
+Added: Biotechnology
Wireless Telecommunication Services
−Removed: Specialty Retail
−Removed: Diversified Consumer Services
−Removed: Communications Equipment
−Removed: Internet & Catalog Retail
Capital Markets
+Added: Personal Products
+Added: Diversified Consumer Services
+Added: Commercial Services & Supplies
Auto Parts & Equipment
+Added: Internet & Catalog Retail
Packaged Foods & Meats
+Added: Life Sciences Tools & Services
+Added: Communications Equipment
+Added: Specialty Retail
Auto Components
Health Care Technology
−Removed: Biotechnology
−Removed: Aerospace & Defense
Metals & Mining
+Added: Aerospace & Defense
+Added: Consumer Finance
Construction & Engineering
−Removed: Energy Equipment & Services
−Removed: Air Freight & Logistics
−Removed: Oil, Gas & Consumable Fuels
Hotels, Restaurants & Leisure
−Removed: Consumer Finance
+Added: Oil, Gas & Consumable Fuels
Containers & Packaging
+Added: Energy Equipment & Services
Total Investments
3 unchanged sentences
December 31, 2021
−Removed: (in thousands)
+Added: (in thousands, except share/unit amounts)
Senior Secured Loans 111.5%
6 unchanged sentences
Communications Equipment
+Added: American Teleconferencing Services, Ltd.**
+Added: Communications Equipment
+Added: AmeriMark Intermediate Holdings, LLC(14)
+Added: Internet & Catalog Retail
Atria Wealth Solutions, Inc
Diversified Financial Services
−Removed: AviatorCap SII, LLC (2)
−Removed: Aerospace & Defense
Basic Fun, Inc
Specialty Retail
+Added: CC SAG Holdings Corp.
+Added: (Spectrum Automotive)
+Added: Diversified Consumer Services
+Added: Community Brands ParentCo, LLC (f/k/a Ministry Brands)
Enhanced Permanent Capital, LLC(3)
Capital Markets
+Added: Foundation Consumer Brands, LLC
+Added: Personal Products
+Added: Inszone Mid, LLC
+Added: Ivy Fertility Services, LLC
+Added: Health Care Providers & Services
+Added: Kid Distro Holdings, LLC (Distro Kid)
Kingsbridge Holdings, LLC(2)
2 unchanged sentences
Wireless Telecommunication Services
−Removed: Legility, LLC
−Removed: Commercial Services & Supplies
Logix Holding Company, LLC
Communications Equipment
+Added: Maurices, Incorporated
+Added: Specialty Retail
+Added: MMIT Holdings, LLC
+Added: NAC Holdings Corporation (Jaguar)
One Touch Direct, LLC
Commercial Services & Supplies
−Removed: Pet Holdings ULC & Pet Supermarket, Inc.
−Removed: Specialty Retail
PhyNet Dermatology LLC
4 unchanged sentences
Health Care Providers & Services
−Removed: Sentry Data Systems, Inc.
−Removed: Smile Doctors LLC
−Removed: Personal Products
−Removed: Soleo Health Holdings, Inc.
−Removed: Health Care Providers & Services
−Removed: The Childrens Place, Inc.(3)
−Removed: Specialty Retail
+Added: Life Sciences Tools & Services
+Added: Stryten Energy LLC
+Added: Auto Parts & Equipment
+Added: SunMed Group Holdings, LLC
+Added: Health Care Equipment & Supplies
+Added: Ultimate Baked Goods Midco LLC (Rise Baking)
+Added: Packaged Foods & Meats
USR Parent, Inc.
2 unchanged sentences
Second Lien Asset-Based Senior Secured Loans
−Removed: Greystone Select Holdings LLC & Greystone & Co., Inc.
−Removed: Thrifts & Mortgage Finance
+Added: ACRES Commercial Mortgage, LLC
+Added: Diversified Financial Services
Varilease Finance, Inc.
10 unchanged sentences
Pharmaceuticals
−Removed: Apollo Endosurgery, Inc.
−Removed: Health Care Equipment & Supplies
+Added: Arcutis Biotherapeutics, Inc.(3)
+Added: Pharamceuticals
Ardelyx, Inc.
2 unchanged sentences
Pharmaceuticals
−Removed: Cardiva Medical, Inc.
−Removed: Health Care Equipment & Supplies
+Added: BridgeBio Pharma, Inc.(3)
+Added: Biotechnology
Centrexion Therapeutics, Inc.
4 unchanged sentences
Health Care Equipment & Supplies
−Removed: GenMark Diagnostics, Inc.
−Removed: Health Care Providers & Services
−Removed: Kindred Biosciences, Inc.
−Removed: Pharmaceuticals
+Added: Health Care Technology
Neuronetics, Inc.
2 unchanged sentences
Health Care Equipment & Supplies
−Removed: PQ Bypass, Inc.
−Removed: Health Care Equipment & Supplies
+Added: Rezolute, Inc
+Added: Biotechnology
Rubius Therapeutics, Inc.
2 unchanged sentences
Pharmaceuticals
−Removed: SI-BONE, Inc.
−Removed: Health Care Equipment & Supplies
+Added: SOC Telemed, Inc.
+Added: Health Care Providers & Services
Total First Lien Life Science Senior Secured Loans
6 unchanged sentences
Equipment Financing 32.5%
+Added: Aero Operating LLC (10)
+Added: Commercial Services & Supplies
+Added: 3/1/2025-12/1/2026
+Added: Air Methods Corporation (10)
+Added: 11/3/2026-11/23/2026
AmeraMex International, Inc.
5 unchanged sentences
Metals & Mining
−Removed: C&H Paving, Inc.
−Removed: Construction & Engineering
7/1/2024-1/1/2026
1 unchanged sentence
10/4/2023-6/22/26
−Removed: Central Freight Lines, Inc.
Champion Air, LLC (10)
−Removed: Easton Sales and Rentals, LLC (10)
−Removed: Commercial Services & Supplies
+Added: Clubcorp Holdings, Inc.
+Added: Hotels, Restaurants & Leisure
+Added: 6/1/2025-1/1/2027
+Added: Dongwon Autopart Technology Inc.
+Added: Auto Components
+Added: EasyPak, LLC (10)
+Added: Containers & Packaging
Environmental Protection & Improvement Company, LLC (10)
2 unchanged sentences
8/1/2022-4/27/2025
−Removed: EquipmentShare.com, Inc.
−Removed: Commercial Services & Supplies
−Removed: Family First Freight, LLC (10)
−Removed: 2/1/2022-5/1/2023
+Added: First American Commercial Bancorp, Inc.
+Added: Diversified Financial Services
+Added: First National Capital, LLC (10)
+Added: Diversified Financial Services
Freightsol LLC (10)
3 unchanged sentences
Georgia Jet, Inc.
−Removed: Globecomm Systems Inc.
−Removed: Wireless Telecommunication Services
GMT Corporation (10)
Haljoe Coaches USA, LLC (10)
−Removed: 7/1/2022-7/1/2024
+Added: Hawkeye Contracting Company, LLC (10)
+Added: Construction & Engineering
HTI Logistics Corporation (10)
1 unchanged sentence
5/1/2024-9/1/2025
−Removed: Interstate NDT, Inc.
−Removed: 7/1/2023-10/25/2023
−Removed: ISR Holdings, LLC (10)
−Removed: Commercial Services & Supplies
−Removed: JP Motorsports, Inc.
+Added: International Automotive Components Group, North America, Inc.
+Added: Auto Components
Kool Pak, LLC (10)
−Removed: Lineal Industries, Inc.
−Removed: Construction & Engineering
Loyer Capital LLC (2)(12)
1 unchanged sentence
5/16/24-9/25/24
+Added: Lux Credit Consultants, LLC (10)
+Added: 12/1/2024-12/1/2025
+Added: Lux Vending, LLC (10)
+Added: Consumer Finance
+Added: 8/20/2024-10/1/2024
Mountain Air Helicopters, Inc.
Commercial Services & Supplies
−Removed: 4/30/2022-2/28/2025
−Removed: NEF Holdings, LLC (2)
−Removed: Multi-Sector Holdings
Rane Light Metal Castings Inc.
3 unchanged sentences
Commercial Services & Supplies
−Removed: 4/1/2021-9/1/2022
Royal Coach Lines, Inc.(10)
9 unchanged sentences
Commercial Services & Supplies
−Removed: 10/1/2024-10/1/2025
Star Coaches Inc.
1 unchanged sentence
Energy Equipment & Services
−Removed: Sun-Tech Leasing of Texas, L.P.
Superior Transportation, Inc.
−Removed: 4/1/2022-8/1/2024
Tailwinds, LLC (10)
4 unchanged sentences
10/29/2023-2/10/2024
−Removed: Thora Capital, LLC (10)
Trinity Equipment Rentals, Inc.
Commercial Services & Supplies
+Added: 11/1/2024-12/1/2026
Trolleys, Inc.
Up Trucking Services, LLC (10)
−Removed: 4/1/2022-8/1/2024
Warrior Crane Services, LLC (10)
6 unchanged sentences
Energy Equipment & Services
−Removed: NEF Holdings, LLC Equity Interests (2)(9)
+Added: SLR Equipment Finance Equity Interests (2)(9)*
Multi-Sector Holdings
14 unchanged sentences
Pharmaceuticals
−Removed: B Riley Financial Inc.
−Removed: Research & Consulting Services
CardioFocus, Inc.
4 unchanged sentences
Health Care Equipment & Supplies
−Removed: Crystal Financial LLC (2)(3)
−Removed: Diversified Financial Services
Delphinus Medical Technologies, Inc.
4 unchanged sentences
Multi-Sector Holdings
−Removed: PQ Bypass, Inc.
−Removed: Health Care Equipment & Supplies
RD Holdco Inc.
7 unchanged sentences
Diversified Consumer Services
−Removed: Scynexis, Inc.
−Removed: Pharmaceuticals
Senseonics Holdings, Inc.
Health Care Equipment & Supplies
−Removed: Sunesis Pharmaceuticals, Inc.
−Removed: Pharmaceuticals
+Added: SLR Credit Solutions (2)(3)
+Added: Diversified Financial Services
Venus Concept Ltd.
13 unchanged sentences
Denotes investments in which we are deemed to exercise a controlling influence over the management or policies
−Removed: of a company, as defined in the Investment Company Act of 1940 (1940 Act), due to beneficially owning, either directly or through one or more controlled companies, more than 25% of the outstanding voting securities of the investment.
+Added: of a company, as defined in the Investment Company Act of 1940, as amended (1940 Act), due to beneficially owning, either directly or through one or more controlled companies, more than 25% of the outstanding voting securities of the
Transactions during the year ended December 31, 2021 in these controlled investments are as follows:
2 unchanged sentences
December 31, 2020
−Removed: Interest/Dividend
−Removed: /Other Income
Fair Value at
1 unchanged sentence
AviatorCap SII, LLC
−Removed: AviatorCap SII, LLC
−Removed: Crystal Financial LLC
Equipment Operating Leases, LLC
−Removed: Kingsbridge Holdings, LLC (debt)
−Removed: Kingsbridge Holdings, LLC (equity)
+Added: Kingsbridge Holdings, LLC
+Added: KBH Topco, LLC (Kingsbridge)
Loyer Capital LLC
−Removed: NEF Holdings, LLC (equity)
−Removed: NEF Holdings, LLC (debt)
RD Holdco Inc.
5 unchanged sentences
Rug Doctor LLC
+Added: SLR Credit Solutions
+Added: SLR Equipment Finance (equity)
+Added: SLR Equipment Finance (debt)
See notes to consolidated financial statements.
4 unchanged sentences
Indicates assets that the Company believes may not represent qualifying assets under
−Removed: Section 55(a) of the Investment Company Act of 1940 (1940 Act), as amended.
−Removed: If we fail to invest a sufficient portion of our assets in qualifying assets, we could be prevented from making
−Removed: follow-on investments in existing portfolio companies or could be required to dispose of investments at inappropriate times in order to comply with the 1940 Act.
−Removed: As of December 31, 2020, on a fair value
−Removed: basis, non-qualifying assets in the portfolio represented 25.9% of the total assets of the Company.
+Added: Section 55(a) of the 1940 Act.
+Added: If we fail to invest a sufficient portion of our assets in qualifying assets, we could be prevented from making follow-on investments in existing portfolio companies or
+Added: could be required to dispose of investments at inappropriate times in order to comply with the 1940 Act.
+Added: As of December 31, 2021, on a fair value basis, non-qualifying assets in the portfolio represented
+Added: 23.1% of the total assets of the Company.
The Companys investments in SOAGG, LLC and SOINT, LLC include a two and one dollar investment in common
15 unchanged sentences
Denotes a Level 1 investment.
−Removed: NEF Holdings, LLC is held through NEFCORP LLC, a wholly-owned consolidated taxable subsidiary and NEFPASS LLC,
−Removed: a wholly-owned consolidated subsidiary.
+Added: SLR Equipment Finance is held through NEFCORP LLC, a wholly-owned consolidated taxable subsidiary and NEFPASS
+Added: LLC, a wholly-owned consolidated subsidiary.
Indicates an investment that is wholly held by the Company through NEFPASS LLC.
Interest is paid in kind (PIK).
−Removed: Denotes a subsidiary of NEF Holdings, LLC.
+Added: Denotes a subsidiary of SLR Equipment Finance.
OmniGuide Holdings, Inc., Domain Surgical, Inc.
1 unchanged sentence
co-borrowers.
−Removed: Indicates an investment that is held by the Company through its wholly-owned consolidated financing subsidiary
−Removed: NEFPASS SPV, LLC (the NEFPASS SPV).
−Removed: Such investments are pledged as collateral under the NEFPASS SPV, LLC Revolving Credit Facility (see Note 7 to the consolidated financial statements) and are not generally available to creditors, if
−Removed: any, of the Company.
+Added: AmeriMark Interactive, LLC, AmeriMark Direct LLC, AmeriMark Intermediate Sub, Inc., L.T.D.
+Added: Commodities LLC,
+Added: Leonards Healthcare Corp.
+Added: and Amerimark Intermediate Holdings, LLC are each co-Borrowers.
Spread is 6.00% Cash / 2.00% PIK.
−Removed: Kindred Biosciences, Inc., KindredBio Equine, Inc.
−Removed: and Centaur Biopharmaceutical Services, Inc.
−Removed: are co-borrowers.
Spread is 2.50% Cash / 12.50% PIK.
+Added: Spread is 5.50% Cash / 0.50% PIK.
Non-income producing security.
+Added: Investment is on non-accrual status.
See notes to consolidated financial statements.
7 unchanged sentences
of December 31, 2021
−Removed: Multi-Sector Holdings (includes Kingsbridge Holdings, LLC, NEF Holdings, LLC, Equipment Operating
−Removed: Leases, LLC and Loyer Capital LLC)
−Removed: Diversified Financial Services (includes Crystal Financial LLC)
+Added: Multi-Sector Holdings (includes Kingsbridge Holdings, LLC, SLR Equipment Finance, Equipment
+Added: Operating Leases, LLC and Loyer Capital LLC)
+Added: Diversified Financial Services (includes SLR Credit Solutions)
Health Care Providers & Services
1 unchanged sentence
Health Care Equipment & Supplies
−Removed: Commercial Services & Supplies
−Removed: Specialty Retail
+Added: Biotechnology
Wireless Telecommunication Services
−Removed: Communications Equipment
−Removed: Thrifts & Mortgage Finance
+Added: Personal Products
Diversified Consumer Services
+Added: Commercial Services & Supplies
Capital Markets
+Added: Auto Parts & Equipment
+Added: Internet & Catalog Retail
+Added: Packaged Foods & Meats
+Added: Life Sciences Tools & Services
+Added: Communications Equipment
+Added: Specialty Retail
+Added: Auto Components
+Added: Health Care Technology
Aerospace & Defense
−Removed: Energy Equipment & Services
Metals & Mining
−Removed: Construction & Engineering
−Removed: Oil, Gas & Consumable Fuels
−Removed: Personal Products
+Added: Hotels, Restaurants & Leisure
+Added: Consumer Finance
Air Freight & Logistics
−Removed: Research & Consulting Services
−Removed: Health Care Technology
+Added: Energy Equipment & Services
+Added: Oil, Gas & Consumable Fuels
+Added: Construction & Engineering
+Added: Containers & Packaging
Total Investments
2 unchanged sentences
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
−Removed: September 30, 2021
−Removed: (in thousands, except share amounts)
−Removed: Solar Capital LLC,
−Removed: a Maryland limited liability company, was formed in February 2007 and commenced operations on March 13, 2007 with initial capital of $1,200,000 of which 47.04% was funded by affiliated parties.
−Removed: Immediately prior to our initial public offering, through a series of transactions, SLR Investment Corp.
−Removed: (f/k/a Solar Capital Ltd.) (the
−Removed: Company, we, us or our), merged with Solar Capital LLC, leaving SLR Investment Corp.
−Removed: as the surviving entity (the Merger).
+Added: March 31, 2022
+Added: thousands, except share amounts)
+Added: Solar Capital LLC, a Maryland limited liability company, was formed in February 2007 and commenced operations on March 13, 2007 with
+Added: initial capital of $1,200,000 of which 47.04% was funded by affiliated parties.
+Added: Immediately prior to our initial public offering, through
+Added: a series of transactions, SLR Investment Corp.
+Added: (the Company, we, us or our), merged with Solar Capital LLC, leaving SLR Investment Corp.
+Added: as the surviving entity (the
+Added: Pre-IPO Merger).
SLR Investment Corp.
−Removed: issued an aggregate of approximately
−Removed: 26.65 million shares of common stock and $125,000 in senior unsecured notes to the existing Solar Capital LLC unit holders in connection with the Merger.
+Added: issued an aggregate of approximately 26.65 million shares of common stock and $125,000 in senior unsecured notes to the existing Solar Capital LLC unit
+Added: holders in connection with the Pre-IPO Merger.
SLR Investment Corp.
−Removed: had no assets or operations prior to completion of the Merger and as
−Removed: a result, the historical books and records of Solar Capital LLC have become the books and records of the surviving entity.
−Removed: The number of shares used to calculate weighted average shares for use in computations on a per share basis have been
−Removed: decreased retroactively by a factor of approximately 0.4022 for all periods prior to February 9, 2010.
−Removed: This factor represents the effective impact of the reduction in shares resulting from the Merger.
+Added: had no assets or operations prior to completion of the Pre-IPO Merger and as a result, the historical
+Added: books and records of Solar Capital LLC have become the books and records of the surviving entity.
+Added: The number of shares used to calculate weighted average shares for use in computations on a per share basis have been decreased retroactively by a
+Added: factor of approximately 0.4022 for all periods prior to February 9, 2010.
+Added: This factor represents the effective impact of the reduction in shares resulting from the Pre-IPO Merger.
SLR Investment Corp., a Maryland corporation formed in November 2007, is a closed-end, externally
3 unchanged sentences
federal income tax purposes, the Company has elected to
−Removed: be treated, and intend to qualify annually, as a regulated investment company (RIC) under Subchapter M of the Internal Revenue Code of 1986, as amended (the Code).
+Added: be treated, and intends to qualify annually, as a regulated investment company (RIC) under Subchapter M of the Internal Revenue Code of 1986, as amended (the Code).
On February 9, 2010, the Company priced its initial public offering, selling 5.68 million shares of common stock, including the
5 unchanged sentences
public companies that are thinly traded.
+Added: On December 1, 2021, we entered into an Agreement and Plan of Merger (the Merger
+Added: Agreement), with SLR Senior Investment Corp., a Maryland corporation (SUNS), Solstice Merger Sub, Inc., a Maryland corporation and our wholly-owned subsidiary (Merger Sub), and, solely for the limited purposes set forth
+Added: therein, SLR Capital Partners, LLC (the Investment Adviser).
+Added: The Merger Agreement provides that, subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into SUNS, with SUNS continuing as the surviving
+Added: company and as SUNSs wholly-owned subsidiary (the Merger,) and, immediately thereafter, SUNS will merge with and into us, with us continuing as the surviving company (together with the Merger, the Mergers).
+Added: and 15 for additional information.
Significant Accounting Policies
17 unchanged sentences
financial statements, have been included.
−Removed: The significant accounting policies consistently followed by the Company are:
−Removed: Investment transactions are accounted for on the trade date;
SLR INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)(continued)
−Removed: September 30, 2021
−Removed: (in thousands, except share amounts)
−Removed: Under procedures established by our board of directors (the Board), we value investments, including
+Added: March 31, 2022
+Added: thousands, except share amounts)
+Added: The significant accounting policies consistently followed by the Company are:
+Added: Investment transactions are accounted for on the trade date;
+Added: Under procedures established by the board of directors (the Board), we value investments, including
certain senior secured debt, subordinated debt and other debt securities with maturities greater than 60 days, for which market quotations are readily available, at such market quotations (unless they are deemed not to represent fair value).
7 unchanged sentences
Debt investments with maturities of 60 days or less shall each be valued at cost plus accreted discount, or minus
−Removed: amortized premium, which is expected to approximate fair value, unless such valuation, in the judgment of SLR Capital Partners, LLC (f/k/a Solar Capital Partners, LLC) (the Investment Adviser), does not represent fair value, in which
−Removed: case such investments shall be valued at fair value as determined in good faith by or under the direction of our Board.
−Removed: Investments that are not publicly traded or whose market quotations are not readily available are valued at fair value as
−Removed: determined in good faith by or under the direction of our Board.
−Removed: Such determination of fair values involves subjective judgments and estimates.
−Removed: With respect to investments for which market quotations are not readily available or when such market quotations are deemed not to represent
−Removed: fair value, our Board has approved a multi-step valuation process each quarter, as described below:
+Added: amortized premium, which is expected to approximate fair value, unless such valuation, in the judgment of the Investment Adviser, does not represent fair value, in which case such investments shall be valued at fair value as determined in good faith
+Added: by or under the direction of the Board.
+Added: Investments that are not publicly traded or whose market quotations are not readily available are valued at fair value as determined in good faith by or under the direction of the Board.
+Added: Such determination of
+Added: fair values involves subjective judgments and estimates.
+Added: With respect to investments for which market quotations are
+Added: not readily available or when such market quotations are deemed not to represent fair value, the Board has approved a multi-step valuation process each quarter, as described below:
our quarterly valuation process begins with each portfolio company or investment being initially valued by the
1 unchanged sentence
preliminary valuation conclusions are then documented and discussed with senior management of the Investment
−Removed: independent valuation firms engaged by our Board conduct independent appraisals and review the Investment
+Added: independent valuation firms engaged by the Board conduct independent appraisals and review the Investment
Advisers preliminary valuations and make their own independent assessment for all material assets;
17 unchanged sentences
input in the valuation process.
−Removed: For the nine months ended September 30, 2021, there has been no change to the Companys valuation approaches or techniques and the nature of the related inputs considered in the valuation process.
−Removed: ASC Topic 820 classifies the inputs used to measure these fair values into the following hierarchy:
−Removed: Unadjusted quoted prices in active markets for identical assets or liabilities, accessible by the Company
−Removed: at the measurement date.
+Added: For the three months ended March 31, 2022, there has been no change to the Companys valuation approaches or techniques and the nature of the related inputs considered in the valuation process.
SLR INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)(continued)
−Removed: September 30, 2021
−Removed: (in thousands, except share amounts)
−Removed: Quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or
−Removed: similar assets or liabilities in markets that are not active, or other observable inputs other than quoted prices.
+Added: March 31, 2022
+Added: thousands, except share amounts)
+Added: ASC Topic 820 classifies the inputs used to measure these fair values into the following hierarchy:
+Added: Unadjusted quoted prices in active markets for identical assets or liabilities, accessible by the
+Added: Company at the measurement date.
+Added: Quoted prices for similar assets or liabilities in active markets, or
+Added: quoted prices for identical or similar assets or liabilities in markets that are not active, or other observable inputs other than quoted prices.
Unobservable inputs for the asset or liability.
50 unchanged sentences
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)(continued)
−Removed: September 30, 2021
−Removed: (in thousands, except share amounts)
+Added: March 31, 2022
+Added: thousands, except share amounts)
The Company may enter into forward exchange contracts in order to hedge against foreign currency risk.
26 unchanged sentences
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)(continued)
−Removed: September 30, 2021
−Removed: (in thousands, except share amounts)
−Removed: The Company has
−Removed: an Advisory Agreement with the Investment Adviser, under which the Investment Adviser will manage the day-to-day operations of, and provide investment advisory services
−Removed: to the Company.
−Removed: For providing these services, the Investment Adviser receives a fee from the Company, consisting of two componentsa base management fee and a performance-based incentive fee.
−Removed: The base management fee is determined by taking the
−Removed: average value of the Companys gross assets at the end of the two most recently completed calendar quarters calculated at an annual rate of 1.75% on gross assets up to 200% of the Companys total net assets as of the immediately
−Removed: preceding quarter end and 1.00% on gross assets that exceed 200% of the Companys total net assets as of the immediately preceding quarter end.
−Removed: For purposes of computing the base management fee, gross assets exclude temporary assets acquired at
−Removed: the end of each fiscal quarter for purposes of preserving investment flexibility in the next fiscal quarter.
+Added: March 31, 2022
+Added: thousands, except share amounts)
+Added: The Company has an investment advisory and management agreement (the Advisory Agreement) with the Investment Adviser, under which
+Added: the Investment Adviser will manage the day-to-day operations of, and provide investment advisory services to the Company.
+Added: For providing these services, the Investment
+Added: Adviser receives a fee from the Company, consisting of two componentsa base management fee and a performance-based incentive fee.
+Added: The base management fee is determined by taking the average value of the Companys gross assets at the end
+Added: of the two most recently completed calendar quarters calculated at an annual rate of 1.75% on gross assets up to 200% of the Companys total net assets as of the immediately preceding quarter end and 1.00% on gross assets that exceed 200%
+Added: of the Companys total net assets as of the immediately preceding quarter end.
+Added: For purposes of computing the base management fee, gross assets exclude temporary assets acquired at the end of each fiscal quarter for purposes of preserving
+Added: investment flexibility in the next fiscal quarter.
Temporary assets include, but are not limited to, U.S.
treasury bills, other short-term U.S.
−Removed: government or government agency securities,
−Removed: repurchase agreements or cash borrowings.
+Added: government or government agency securities, repurchase agreements or cash borrowings.
The performance-based incentive fee has two parts, as follows:
−Removed: one part is calculated and
−Removed: payable quarterly in arrears based on the Companys pre-incentive fee net investment income for the immediately preceding calendar quarter.
−Removed: For this purpose,
−Removed: pre-incentive fee net investment income means interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment,
−Removed: origination, structuring, diligence and consulting fees or other fees that we receive from portfolio companies) accrued during the calendar quarter, minus the Companys operating expenses for the quarter (including the base management fee, any
−Removed: expenses payable under the Administration Agreement, and any interest expense and distributions paid on any issued and outstanding preferred stock, but excluding the performance-based incentive fee).
−Removed: Pre-incentive fee net investment income does not include any realized capital gains or losses, or unrealized capital appreciation or depreciation.
−Removed: Pre-incentive fee net
−Removed: investment income, expressed as a rate of return on the value of the Companys net assets at the end of the immediately preceding calendar quarter, is compared to the hurdle rate of 1.75% per quarter (7% annualized).
−Removed: The Company pays the
−Removed: Investment Adviser a performance-based incentive fee with respect to the Companys pre-incentive fee net investment income in each calendar quarter as follows:
−Removed: (1) no performance-based incentive fee
−Removed: in any calendar quarter in which the Companys pre-incentive fee net investment income does not exceed the hurdle rate;
−Removed: (2) 100% of the Companys
−Removed: pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less
−Removed: than 2.1875% in any calendar quarter;
+Added: one part is calculated and payable quarterly in arrears based on the
+Added: Companys pre-incentive fee net investment income for the immediately preceding calendar quarter.
+Added: For this purpose, pre-incentive fee net investment income means
+Added: interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that we receive from
+Added: portfolio companies) accrued during the calendar quarter, minus the Companys operating expenses for the quarter (including the base management fee, any expenses payable under the Administration Agreement, and any interest expense and
+Added: distributions paid on any issued and outstanding preferred stock, but excluding the performance-based incentive fee).
+Added: Pre-incentive fee net investment income does not include any realized capital gains or
+Added: losses, or unrealized capital appreciation or depreciation.
+Added: Pre-incentive fee net investment income, expressed as a rate of return on the value of the Companys net assets at the end of the immediately
+Added: preceding calendar quarter, is compared to the hurdle rate of 1.75% per quarter (7% annualized).
+Added: The Company pays the Investment Adviser a performance-based incentive fee with respect to the Companys
+Added: pre-incentive fee net investment income in each calendar quarter as follows:
+Added: (1) no performance-based incentive fee in any calendar quarter in which the Companys
+Added: pre-incentive fee net investment income does not exceed the hurdle rate;
+Added: (2) 100% of the Companys pre-incentive fee net investment income with respect to that
+Added: portion of such pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than 2.1875% in any calendar quarter;
and (3) 20% of the amount of the Companys pre-incentive fee net investment income, if any, that exceeds 2.1875% in any calendar quarter.
−Removed: These calculations are
−Removed: appropriately pro-rated for any period of less than three months.
−Removed: The second part of the
−Removed: performance-based incentive fee is determined and payable in arrears as of the end of each calendar year (or upon termination of the Advisory Agreement, as of the termination date), and will equal 20% of the Companys cumulative realized
−Removed: capital gains less cumulative realized capital losses, unrealized capital depreciation (unrealized depreciation on a gross investment-by-investment basis at the end of
−Removed: each calendar year) and all net capital gains upon which prior performance-based capital gains incentive fee payments were previously made to the Investment Adviser.
−Removed: For financial statement purposes, the second part of the performance-based
−Removed: incentive fee is accrued based upon 20% of cumulative net realized gains and net unrealized capital appreciation.
−Removed: No accrual was required for the three and nine months ended September 30, 2021 and 2020.
−Removed: For the three and nine months ended September 30, 2021, the Company recognized $7,142 and $20,842, respectively, in base management fees
−Removed: and $698 and $8,444, respectively, in performance-based incentive fees.
−Removed: For the three and nine months ended September 30, 2020, the Company recognized $6,176 and $18,416, respectively, in base management fees and $0 and $1,480, respectively, in
−Removed: performance-based incentive fees.
−Removed: The Company has also entered into an Administration Agreement with SLR Capital Management, LLC (f/k/a
−Removed: Solar Capital Management, LLC) (the Administrator) under which the Administrator provides administrative services to the Company.
−Removed: For providing these services, facilities and personnel, the Company reimburses the Administrator for the
−Removed: Companys allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the Administration Agreement, including rent.
−Removed: The Administrator will also provide, on the Companys behalf,
−Removed: managerial assistance to those portfolio companies to which the Company is required to provide such assistance.
+Added: These calculations are appropriately pro-rated for any period of less than three
+Added: The second part of the performance-based incentive fee is determined and payable in arrears as of the end of each calendar year
+Added: (or upon termination of the Advisory Agreement, as of the termination date), and will equal 20% of the Companys cumulative realized capital gains less cumulative realized capital losses, unrealized capital depreciation (unrealized depreciation
+Added: on a gross investment-by-investment basis at the end of each calendar year) and all net capital gains upon which prior performance-based capital gains incentive fee
+Added: payments were previously made to the Investment Adviser.
+Added: For financial statement purposes, the second part of the performance-based incentive fee is accrued based upon 20% of cumulative net realized gains and net unrealized capital appreciation.
+Added: accrual was required for the three months ended March 31, 2022 and 2021.
+Added: For the three months ended March 31, 2022 and 2021,
+Added: the Company recognized $7,216 and $6,810, respectively, in base management fees and $0 and $3,867, respectively, in performance-based incentive fees.
+Added: The Company has also entered into an Administration Agreement with SLR Capital Management, LLC (the Administrator) under which the
+Added: Administrator provides administrative services to the Company.
+Added: For providing these services, facilities and personnel, the Company reimburses the Administrator for the Companys allocable portion of overhead and other expenses incurred by the
+Added: Administrator in performing its obligations under the Administration Agreement, including rent.
+Added: The Administrator will also provide, on the Companys behalf, managerial assistance to those portfolio companies to which the Company is required to
+Added: provide such assistance.
The Company typically reimburses the Administrator on a quarterly basis.
−Removed: For the three and nine months ended September 30, 2021, the Company recognized expenses under the Administration Agreement of $1,435 and
−Removed: $4,170 respectively.
−Removed: For the three and nine months ended September 30, 2020, the Company recognized expenses under the Administration Agreement of $1,572 and $3,867, respectively.
−Removed: No managerial assistance fees were accrued or collected for the
−Removed: three and nine months ended September 30, 2021 and 2020.
+Added: For the three months ended
+Added: March 31, 2022 and 2021, the Company recognized expenses under the Administration Agreement of $1,183 and $1,360 respectively.
+Added: No managerial assistance fees were accrued or collected for the three months ended March 31, 2022 and 2021.
SLR INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)(continued)
−Removed: September 30, 2021
−Removed: (in thousands, except share amounts)
+Added: March 31, 2022
+Added: thousands, except share amounts)
Net Asset Value Per Share
−Removed: At September 30, 2021, the Companys total net assets and net asset value per share were $853,490 and $20.20, respectively.
−Removed: compares to total net assets and net asset value per share at December 31, 2020 of $852,023 and $20.16, respectively.
−Removed: (Loss) Per Share
−Removed: The following table sets forth the computation of basic and diluted net increase (decrease) in net assets per share
−Removed: resulting from operations, pursuant to ASC 260-10, for the three and nine months ended September 30, 2021 and 2020:
−Removed: Three months ended
−Removed: September 30,
−Removed: Nine months ended September 30,
−Removed: Earnings (loss) per share (basic & diluted)
−Removed: Numeratornet increase (decrease) in net assets resulting from operations:
+Added: At March 31, 2022, the Companys total net assets and net asset value per share were $826,417 and $19.56, respectively.
+Added: This compares
+Added: to total net assets and net asset value per share at December 31, 2021 of $842,281 and $19.93, respectively.
+Added: Earnings Per Share
+Added: The following table sets forth the computation of basic and diluted net increase in net assets per share resulting from operations,
+Added: pursuant to ASC 260-10, for the three months ended March 31, 2022 and 2021:
+Added: Three months ended March 31,
+Added: Earnings per share (basic & diluted)
+Added: Numeratornet increase in net assets resulting from operations:
Denominatorweighted average shares:
−Removed: Earnings (loss) per share:
+Added: Earnings per share:
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
33 unchanged sentences
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)(continued)
−Removed: September 30, 2021
−Removed: (in thousands, except share amounts)
−Removed: The following tables present the balances of assets and liabilities measured at fair value on a recurring basis, as of September 30, 2021
−Removed: and December 31, 2020:
+Added: March 31, 2022
+Added: thousands, except share amounts)
+Added: The following tables present the balances of assets and liabilities measured at fair value on a
+Added: recurring basis, as of March 31, 2022 and December 31, 2021:
Fair Value Measurements
−Removed: As of September 30, 2021
+Added: As of March 31, 2022
Senior Secured Loans
14 unchanged sentences
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)(continued)
−Removed: September 30, 2021
−Removed: (in thousands, except share amounts)
−Removed: The following tables provide a summary of the changes in fair value of Level 3 assets and liabilities for the three and nine months ended
−Removed: September 30, 2021, as well as the portion of gains or losses included in income attributable to unrealized gains or losses related to those assets and liabilities still held at September 30, 2021:
+Added: March 31, 2022
+Added: thousands, except share amounts)
+Added: The following tables provide a summary of the changes in fair value of Level 3 assets and
+Added: liabilities for the three months ended March 31, 2022, as well as the portion of gains or losses included in income attributable to unrealized gains or losses related to those assets and liabilities still held at March 31, 2022:
Fair Value Measurements Using Level 3 Inputs
2 unchanged sentences
Common Equity/
−Removed: Fair value, June 30, 2021
−Removed: Total gains or losses included in earnings:
−Removed: Net realized loss
−Removed: Net change in unrealized gain (loss)
−Removed: Purchase of investment securities
−Removed: Proceeds from dispositions of investment securities
−Removed: Transfers in/out of Level 3
−Removed: Fair value, September 30, 2021
−Removed: Unrealized losses for the period relating to those Level 3 assets that were still held by the
−Removed: Company at the end of the period:
−Removed: Net change in unrealized gain (loss)
−Removed: Senior Secured
−Removed: Preferred Equity
−Removed: Common Equity/
Fair value, December 31, 2021
Total gains or losses included in earnings:
−Removed: Net realized gain
+Added: Net realized gain (loss)
Net change in unrealized gain (loss)
2 unchanged sentences
Transfers in/out of Level 3
−Removed: Fair value, September 30, 2021
+Added: Fair value, March 31, 2022
Unrealized losses for the period relating to those Level 3 assets that were still held by the
1 unchanged sentence
Net change in unrealized gain (loss)
−Removed: On February 17, 2021, the Company exercised its warrants in Senseonics Holdings, Inc., receiving shares in
−Removed: the common stock of Senseonics Holdings, Inc.
−Removed: The common stock of Senseonics Holdings, Inc.
−Removed: is publicly traded, so this position is considered to be a Level 1 asset.
−Removed: SLR INVESTMENT CORP.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)(continued)
−Removed: September 30, 2021
−Removed: (in thousands, except share amounts)
−Removed: The following table shows a reconciliation of the beginning and ending balances for fair valued liabilities measured using significant
−Removed: unobservable inputs (Level 3) for the three and nine months ended September 30, 2021:
−Removed: 2022 Unsecured Notes
+Added: The following table shows a reconciliation of the beginning and ending balances for fair valued liabilities
+Added: measured using significant unobservable inputs (Level 3) for the three months ended March 31, 2022:
+Added: 2022 Unsecured Notes and Unfunded Commitments
For the three months ended
−Removed: September 30, 2021
−Removed: Beginning fair value
−Removed: Net realized (gain) loss
−Removed: Net change in unrealized (gain) loss
−Removed: Transfers in/out of Level 3
−Removed: Ending fair value
−Removed: 2022 Unsecured Notes
−Removed: For the nine months ended
−Removed: September 30, 2021
+Added: March 31, 2022
Beginning fair value
5 unchanged sentences
accordance with ASC 825-10.
−Removed: On September 30, 2021, there were borrowings of $150,000 on the 2022 Unsecured Notes.
−Removed: The following table provides a summary of the changes in fair value of Level 3 assets for the year ended December 31, 2020, as well
−Removed: as the portion of gains or losses included in income attributable to unrealized gains or losses related to those assets still held at December 31, 2020:
+Added: On March 31, 2022, there were borrowings of $150,000 on the 2022 Unsecured Notes.
+Added: SLR INVESTMENT CORP.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)(continued)
+Added: March 31, 2022
+Added: thousands, except share amounts)
+Added: The following table provides a summary of the changes in fair value of Level 3 assets for the
+Added: year ended December 31, 2021, as well as the portion of gains or losses included in income attributable to unrealized gains or losses related to those assets still held at December 31, 2021:
Fair Value Measurements Using Level 3 Inputs
4 unchanged sentences
Total gains or losses included in earnings:
−Removed: Net realized loss
+Added: Net realized gain (loss)
Net change in unrealized gain (loss)
5 unchanged sentences
held by the Company at the end of the period:
−Removed: Net change in unrealized loss
−Removed: SLR INVESTMENT CORP.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)(continued)
−Removed: September 30, 2021
−Removed: (in thousands, except share amounts)
+Added: Net change in unrealized gain (loss)
+Added: On February 17, 2021, the Company exercised its warrants in Senseonics Holdings, Inc., receiving shares in
+Added: the common stock of Senseonics Holdings, Inc.
+Added: The common stock of Senseonics Holdings, Inc.
+Added: is publicly traded, so this position is considered to be a Level 1 asset.
The following table shows a reconciliation of the beginning and ending balances for fair valued liabilities measured using significant
11 unchanged sentences
On December 31, 2021, there were borrowings of $150,000 on the 2022 Unsecured Notes.
+Added: SLR INVESTMENT CORP.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)(continued)
+Added: March 31, 2022
+Added: thousands, except share amounts)
Quantitative Information about Level 3 Fair Value Measurements
9 unchanged sentences
enterprise values, returns on equity and earnings before income taxes, depreciation and amortization (EBITDA) multiples of similar companies, and comparable market transactions for equity securities.
−Removed: Quantitative information about the Companys Level 3 asset and liability fair value measurements as of September 30, 2021 is
+Added: Quantitative information about the Companys Level 3 asset and liability fair value measurements as of March 31, 2022 is
summarized in the table below:
Fair Value at
−Removed: September 30, 2021
+Added: March 31, 2022
Principal Valuation
13 unchanged sentences
4.1% 13.3% (9.5%)
+Added: 4.6% - 4.6% (4.6%)
Preferred Equity
16 unchanged sentences
EBITDA multiple.
−Removed: SLR INVESTMENT CORP.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)(continued)
−Removed: September 30, 2021
−Removed: (in thousands, except share amounts)
−Removed: Quantitative information about the Companys Level 3 asset and liability fair value measurements as of December 31, 2020 is
−Removed: summarized in the table below:
+Added: Quantitative information about the Companys Level 3 asset and liability fair value
+Added: measurements as of December 31, 2021 is summarized in the table below:
Fair Value at
6 unchanged sentences
Income Approach
+Added: Market Multiple (1)
+Added: Comparable Multiple
4.0% 19.6% (8.7%)
+Added: 2.0x-3.0x(2.5x)/2.0x-3.0x(2.5x)
Equipment Financing
17 unchanged sentences
2.2% 4.6% (4.5%)
−Removed: Includes $675 of investments valued using a weighted valuation approach, $492 of investments valued using a
−Removed: Black-Scholes model, $6,442 of investments valued using an EBITDA multiple and $136,596 of investments which, due to the proximity of the transaction relative to the measurement date, were valued using the cost of the investments.
−Removed: Significant increases or decreases in any of the above unobservable inputs in isolation, including unobservable inputs
−Removed: used in deriving bid-ask spreads, if applicable, could result in significantly lower or higher fair value measurements for such assets and liabilities.
−Removed: Generally, an increase in market yields or decrease in
−Removed: EBITDA multiples may result in a decrease in the fair value of certain of the Companys investments.
−Removed: Our debt obligations consisted of the following as of September 30, 2021 and December 31, 2020:
−Removed: September 30, 2021
+Added: Investments are valued using a
+Added: sum-of-the parts analysis, using expected EBITDA multiples (2x-3x) for certain segments of the business and expected revenue
+Added: multiples (2x-3x) for certain segments of the business.
+Added: Includes $403 of investments valued using a Black-Scholes model and $151,212 of investments valued using an
+Added: EBITDA multiple.
+Added: Significant increases or decreases in any of the above unobservable inputs in isolation, including
+Added: unobservable inputs used in deriving bid-ask spreads, if applicable, could result in significantly lower or higher fair value measurements for such assets and liabilities.
+Added: Generally, an increase in market
+Added: yields or decrease in EBITDA multiples may result in a decrease in the fair value of certain of the Companys investments.
+Added: SLR INVESTMENT CORP.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)(continued)
+Added: March 31, 2022
+Added: thousands, except share amounts)
+Added: Our debt obligations consisted of the following as of March 31, 2022 and December 31, 2021:
+Added: March 31, 2022
December 31, 2021
2 unchanged sentences
Credit Facility
−Removed: NEFPASS Facility
2022 Unsecured Notes
4 unchanged sentences
2027 Unsecured Notes
+Added: 2027 Series F Unsecured Notes
Carrying Value equals the Face Amount net of unamortized debt issuance costs of $4,338 and $4,485 as of
−Removed: September 30, 2021 and December 31, 2020, respectively.
+Added: March 31, 2022 and December 31, 2021, respectively.
Carrying Value equals the Face Amount net of unamortized debt issuance costs of $27 and $36 as of
−Removed: September 30, 2021 and December 31, 2020, respectively.
+Added: March 31, 2022 and December 31, 2021, respectively.
Carrying Value equals the Face Amount net of unamortized debt issuance costs of $313 and $408 as of
−Removed: September 30, 2021 and December 31, 2020, respectively.
+Added: March 31, 2022 and December 31, 2021, respectively.
Carrying Value equals the Face Amount net of unamortized debt issuance costs of $789 and $857 as of
−Removed: September 30, 2021 and December 31, 2020, respectively.
+Added: March 31, 2022 and December 31, 2021, respectively.
Carrying Value equals the Face Amount net of unamortized debt issuance costs of $588 and $616 as of
−Removed: September 30, 2021 and December 31, 2020, respectively.
+Added: March 31, 2022 and December 31, 2021, respectively.
Carrying Value equals the Face Amount net of unamortized debt issuance costs of $57 and $60 as of
−Removed: September 30, 2021 and December 31, 2020, respectively.
−Removed: Carrying Value equals the Face Amount net of unamortized debt issuance costs of $33 as of September 30,
+Added: March 31, 2022 and December 31, 2021, respectively.
+Added: Carrying Value equals the Face Amount net of unamortized debt issuance costs of $30 as of March 31, 2022.
Unsecured Notes
−Removed: On September 14, 2021, the Company closed a private offering of $50,000 of the 2027 Unsecured Notes with a fixed interest rate of 2.95%
−Removed: and a maturity date of March 14, 2027.
+Added: On January 6, 2022, the Company closed a private offering of $135,000 of the 2027 Series F Unsecured Notes with a fixed interest rate of
+Added: 3.33% and a maturity date of January 6, 2027.
+Added: Interest on the 2027 Series F Unsecured Notes is due semi-annually on January 6 and July 6.
+Added: The 2027 Series F Unsecured Notes were issued in a private placement only to qualified institutional
+Added: On September 14, 2021, the Company closed a private offering of $50,000 of the 2027 Unsecured Notes with a fixed interest
+Added: rate of 2.95% and a maturity date of March 14, 2027.
Interest on the 2027 Unsecured Notes is due semi-annually on March 14 and September 14.
−Removed: The 2027 Unsecured Notes were issued in a private placement only to qualified institutional buyers.
−Removed: SLR INVESTMENT CORP.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)(continued)
−Removed: September 30, 2021
−Removed: (in thousands, except share amounts)
−Removed: On December 18, 2019, the Company closed a private offering of $125,000 of the 2024 Unsecured Notes with a fixed interest rate of 4.20%
−Removed: and a maturity date of December 15, 2024.
+Added: The 2027 Unsecured Notes were issued in a private placement only to qualified institutional
+Added: On December 18, 2019, the Company closed a private offering of $125,000 of the 2024 Unsecured Notes with a fixed interest
+Added: rate of 4.20% and a maturity date of December 15, 2024.
Interest on the 2024 Unsecured Notes is due semi-annually on June 15 and December 15.
−Removed: The 2024 Unsecured Notes were issued in a private placement only to qualified institutional buyers.
−Removed: On December 18, 2019, the Company closed a private offering of $75,000 of the 2026 Unsecured Notes with a fixed interest rate of 4.375%
−Removed: and a maturity date of December 15, 2026.
+Added: The 2024 Unsecured Notes were issued in a private placement only to qualified institutional
+Added: On December 18, 2019, the Company closed a private offering of $75,000 of the 2026 Unsecured Notes with a fixed interest
+Added: rate of 4.375% and a maturity date of December 15, 2026.
Interest on the 2026 Unsecured Notes is due semi-annually on June 15 and December 15.
−Removed: The 2026 Unsecured Notes were issued in a private placement only to qualified institutional buyers.
−Removed: On December 28, 2017, the Company closed a private offering of $21,000 of the 2022 Tranche C Notes with a fixed interest rate of 4.50%
−Removed: and a maturity date of December 28, 2022.
+Added: The 2026 Unsecured Notes were issued in a private placement only to qualified institutional
+Added: On December 28, 2017, the Company closed a private offering of $21,000 of the 2022 Tranche C Notes with a fixed interest
+Added: rate of 4.50% and a maturity date of December 28, 2022.
Interest on the 2022 Tranche C Notes is due semi-annually on June 28 and December 28.
−Removed: The 2022 Tranche C Notes were issued in a private placement only to qualified institutional buyers.
−Removed: On November 22, 2017, we issued $75,000 in aggregate principal amount of publicly registered 2023 Unsecured Notes for net proceeds of
+Added: The 2022 Tranche C Notes were issued in a private placement only to qualified institutional
+Added: On November 22, 2017, we issued $75,000 in aggregate principal amount of publicly registered 2023 Unsecured Notes for net
+Added: proceeds of $73,846.
Interest on the 2023 Unsecured Notes is paid semi-annually on January 20 and July 20, at a fixed rate of 4.50% per year, commencing on January 20, 2018.
The 2023 Unsecured Notes mature on January 20,
−Removed: On February 15, 2017, the Company closed a private offering of $100,000 of the 2022 Unsecured Notes with a fixed interest rate of 4.60%
−Removed: and a maturity date of May 8, 2022.
+Added: On February 15, 2017, the Company closed a private offering of $100,000 of the 2022 Unsecured Notes
+Added: with a fixed interest rate of 4.60% and a maturity date of May 8, 2022.
Interest on the 2022 Unsecured Notes is due semi-annually on May 8 and November 8.
−Removed: The 2022 Unsecured Notes were issued in a private placement only to qualified institutional buyers.
−Removed: On November 8, 2016, the Company closed a private offering of $50,000 of the 2022 Unsecured Notes with a fixed interest rate of 4.40% and
−Removed: a maturity date of May 8, 2022.
+Added: The 2022 Unsecured Notes were issued in a private placement only to qualified
+Added: institutional buyers.
+Added: SLR INVESTMENT CORP.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)(continued)
+Added: March 31, 2022
+Added: thousands, except share amounts)
+Added: On November 8, 2016, the Company closed a private offering of $50,000 of the 2022 Unsecured
+Added: Notes with a fixed interest rate of 4.40% and a maturity date of May 8, 2022.
Interest on the 2022 Unsecured Notes is due semi-annually on May 8 and November 8.
−Removed: The 2022 Unsecured Notes were issued in a private placement only to qualified institutional buyers.
−Removed: Revolving and Term Loan Facilities
−Removed: On August 28, 2019, the Company repaid its existing senior secured credit agreement due September 2021 and entered into the new senior
−Removed: secured credit agreement (the Credit Facility).
−Removed: The Credit Facility is currently composed of $545,000 of revolving credit and $75,000 of term loans.
−Removed: Borrowings generally bear interest at a rate per annum equal to the base rate plus a
−Removed: range of 2.00-2.25% or the alternate base rate plus 1.00%-1.25%.
−Removed: The Credit Facility has no LIBOR floor requirement.
−Removed: The Credit Facility matures in August 2024 and
−Removed: includes ratable amortization in the final year.
+Added: The 2022 Unsecured Notes were issued in a private placement only to
+Added: qualified institutional buyers.
+Added: Revolving and Term Loan Facility
+Added: On December 28, 2021, the Company closed on Amendment No.
+Added: 1 to its August 28, 2019 senior secured credit agreement (the
+Added: Credit Facility).
+Added: Following the amendment, the Credit Facility is composed of $600,000 of revolving credit and $100,000 of term loans.
+Added: Borrowings generally bear interest at a rate per annum equal to the base rate plus a range of 1.75%-2.00% or the alternate base rate plus 0.75%-1.00%.
+Added: The Credit Facility has a 0% floor and matures in December 2026 and includes ratable amortization in the final year.
The Credit Facility may be increased up to $800,000 with additional new lenders or an increase in commitments from current lenders.
−Removed: The Credit Facility contains certain customary affirmative and
−Removed: negative covenants and events of default.
−Removed: In addition, the Credit Facility contains certain financial covenants that among other things, requires the Company to maintain a minimum shareholders equity and a minimum asset coverage ratio.
−Removed: September 30, 2021, outstanding USD equivalent borrowings under the Credit Facility totaled $193,500, composed of $118,500 of revolving credit and $75,000 of term loans.
−Removed: On September 26, 2018, NEFPASS SPV LLC, a newly formed wholly-owned subsidiary of NEFPASS LLC, as borrower entered into a $50,000 senior
−Removed: secured revolving credit facility (the NEFPASS Facility) with Keybank acting as administrative agent.
−Removed: The Company acts as servicer under the NEFPASS Facility.
−Removed: The NEFPASS Facility is scheduled to mature on September 26, 2023.
−Removed: NEFPASS Facility generally bears interest at a rate of LIBOR plus 2.15%.
−Removed: NEFPASS and NEFPASS SPV LLC, as applicable, have made certain customary representations and warranties, and are required to comply with various covenants, including leverage
−Removed: restrictions, reporting requirements and other customary requirements for similar credit facilities.
−Removed: The NEFPASS Facility also includes usual and customary events of default for credit facilities of this nature.
−Removed: There were $28,240 of borrowings
−Removed: outstanding as of September 30, 2021.
−Removed: Certain covenants on our issued debt may restrict our business activities, including
−Removed: limitations that could hinder our ability to finance additional loans and investments or to make the distributions required to maintain our status as a RIC under Subchapter M of the Code.
+Added: The Credit Facility contains certain customary affirmative and negative covenants and events of default.
+Added: the Credit Facility contains certain financial covenants that among other things, requires the Company to maintain a minimum shareholders equity and a minimum asset coverage ratio.
+Added: At March 31, 2022, outstanding USD equivalent borrowings
+Added: under the Credit Facility totaled $184,000, composed of $84,000 of revolving credit and $100,000 of term loans.
+Added: Certain covenants on our
+Added: issued debt may restrict our business activities, including limitations that could hinder our ability to finance additional loans and investments or to make the distributions required to maintain our status as a RIC under Subchapter M of the Code.
The Company has made an election to apply the fair value option of accounting to the 2022 Unsecured Notes, in accordance with ASC 825-10.
2 unchanged sentences
reported in the Consolidated Statement of Operations.
+Added: The average annualized interest cost for all borrowings for the three months ended
+Added: March 31, 2022 and the year ended December 31, 2021 was 3.63% and 3.64%, respectively.
+Added: These costs are exclusive of other credit facility expenses such as unused fees, agency fees and other prepaid expenses related to establishing and/or
+Added: amending the Credit Facility, the 2022 Unsecured Notes, the 2022 Tranche C Notes, the 2023 Unsecured Notes, the 2024 Unsecured Notes, the 2026 Unsecured Notes, the 2027 Unsecured Notes and the 2027 Series F Unsecured Notes (collectively the
+Added: Debt Instruments), if any.
+Added: The maximum amounts borrowed on the Debt Instruments during the three months ended March 31, 2022 and the year ended December 31, 2021 were $836,500 and $902,550, respectively.
SLR INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)(continued)
−Removed: September 30, 2021
−Removed: (in thousands, except share amounts)
−Removed: The average annualized interest cost for all borrowings for the nine months ended September 30, 2021 and the year ended December 31,
−Removed: 2020 was 3.69% and 4.11%, respectively.
−Removed: These costs are exclusive of other credit facility expenses such as unused fees, agency fees and other prepaid expenses related to establishing and/or amending the Credit Facility, the 2022 Unsecured Notes,
−Removed: the 2022 Tranche C Notes, the NEFPASS Facility, the 2023 Unsecured Notes, the 2024 Unsecured Notes, the 2026 Unsecured Notes and the 2027 Unsecured Notes (collectively the Credit Facilities), if any.
−Removed: The maximum amounts borrowed on the
−Removed: Credit Facilities during the nine months ended September 30, 2021 and the year ended December 31, 2020 were $728,000 and $677,000, respectively.
+Added: March 31, 2022
+Added: thousands, except share amounts)
Financial Highlights
−Removed: following is a schedule of financial highlights for the nine months ended September 30, 2021 and 2020:
−Removed: Nine months ended
−Removed: September 30, 2021
−Removed: September 30, 2020
+Added: The following is a schedule of financial highlights for the three months ended March 31, 2022 and 2021:
+Added: Three months ended
+Added: March 31, 2022
+Added: Three months ended
+Added: March 31, 2021
Per Share Data:
2 unchanged sentences
Net realized and unrealized gain (loss)
−Removed: Net increase (decrease) in net assets resulting from operations
+Added: Net increase in net assets resulting from operations
Distributions to stockholders:
2 unchanged sentences
Per share market value, end of period
−Removed: Total Return (b)
+Added: Total Return (b)(c)
Net assets, end of period
15 unchanged sentences
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)(continued)
−Removed: September 30, 2021
−Removed: (in thousands, except share amounts)
+Added: March 31, 2022
+Added: thousands, except share amounts)
SLR Credit Solutions
−Removed: December 28, 2012, we acquired an equity interest in Crystal Capital Financial Holdings LLC (Crystal Financial) for $275,000 in cash.
−Removed: Crystal Financial owned approximately 98% of the outstanding ownership interest in SLR Credit
−Removed: Solutions (SLR Credit), f/k/a Crystal Financial LLC.
−Removed: The remaining financial interest was held by various employees of SLR Credit, through their investment in Crystal Management LP.
−Removed: SLR Credit had a diversified portfolio of 23 loans
−Removed: having a total par value of approximately $400,000 at November 30, 2012 and a $275,000 committed revolving credit facility.
−Removed: On July 28, 2016, the Company purchased Crystal Management LPs approximately 2% equity interest in SLR Credit
−Removed: for approximately $5,737.
+Added: On December 28, 2012, we acquired an equity interest in Crystal Capital Financial Holdings LLC (Crystal Financial) for
+Added: $275,000 in cash.
+Added: Crystal Financial owned approximately 98% of the outstanding ownership interest in SLR Credit Solutions (SLR Credit), f/k/a Crystal Financial LLC.
+Added: The remaining financial interest was held by various employees of SLR
+Added: Credit, through their investment in Crystal Management LP.
+Added: SLR Credit had a diversified portfolio of 23 loans having a total par value of approximately $400,000 at November 30, 2012 and a $275,000 committed revolving credit facility.
+Added: July 28, 2016, the Company purchased Crystal Management LPs approximately 2% equity interest in SLR Credit for approximately $5,737.
Upon the closing of this transaction, the Company holds 100% of the equity interest in SLR Credit.
−Removed: On September 30, 2016, Crystal Capital Financial Holdings LLC was dissolved.
−Removed: As of March 11, 2021, total
−Removed: commitments to the revolving credit facility are $280,000.
−Removed: As of September 30, 2021 SLR Credit had 24 funded commitments to 19
−Removed: different issuers with total funded loans of approximately $266,370 on total assets of $387,953.
−Removed: As of December 31, 2020, SLR Credit had 30 funded commitments to 24 different issuers with total funded loans of approximately $404,115 on total
−Removed: assets of $433,914.
−Removed: As of September 30, 2021 and December 31, 2020, the largest loan outstanding totaled $30,000 and $45,000, respectively.
−Removed: For the same periods, the average exposure per issuer was $14,019 and $16,838,
−Removed: respectively.
−Removed: SLR Credits credit facility, which is non-recourse to the Company, had approximately $140,733 and $183,896 of borrowings outstanding at September 30, 2021 and December 31,
−Removed: 2020, respectively.
−Removed: For the three months ended September 30, 2021 and 2020, SLR Credit had net income of $5,445 and $6,041, respectively, on gross income of $9,508 and $9,301, respectively.
−Removed: For the nine months ended September 30, 2021
+Added: September 30, 2016, Crystal Capital Financial Holdings LLC was dissolved.
+Added: As of March 31, 2022, total commitments to the revolving credit facility are $250,000.
+Added: As of March 31, 2022 SLR Credit had 24 funded commitments to 20 different issuers with total funded loans of approximately $305,574 on
+Added: total assets of $362,878.
+Added: As of December 31, 2021 SLR Credit had 22 funded commitments to 19 different issuers with total funded loans of approximately $287,375 on total assets of $347,821.
+Added: As of March 31, 2022 and December 31, 2021,
+Added: the largest loan outstanding totaled $34,433 and $35,000, respectively.
+Added: For the same periods, the average exposure per issuer was $15,279 and $15,125, respectively.
+Added: SLR Credits credit facility, which is
+Added: non-recourse to the Company, had approximately $125,894 and $100,742 of borrowings outstanding at March 31, 2022 and December 31, 2021, respectively.
+Added: For the three months ended March 31, 2022
and 2021, SLR Credit had net income of $2,780 and $4,940, respectively, on gross income of $6,694 and $9,676, respectively.
−Removed: Due to timing and non-cash items, there may be material differences between
−Removed: GAAP net income and cash available for distributions.
−Removed: SLR INVESTMENT CORP.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)(continued)
−Removed: September 30, 2021
−Removed: (in thousands, except share amounts)
+Added: Due to timing and non-cash items, there may be material differences between GAAP
+Added: net income and cash available for distributions.
Commitments and Contingencies
+Added: Off-Balance Sheet Arrangements
The Company had unfunded debt and equity commitments to various revolving and delayed-draw term loans as well as to SLR Credit.
−Removed: amount of these unfunded commitments as of September 30, 2021 and December 31, 2020 is $200,958 and $126,180, respectively, comprised of the following:
−Removed: September 30,
+Added: amount of these unfunded commitments as of March 31, 2022 and December 31, 2021 is $224,912 and $226,733, respectively, comprised of the following:
SLR Credit Solutions*
−Removed: NAC Holdings Corporation
+Added: Arcutis Biotherapeutics, Inc.
+Added: BridgeBio Pharma, Inc.
CC SAG Holdings Corp.
1 unchanged sentence
Inszone Mid, LLC
−Removed: Smile Doctors LLC
−Removed: SOC Telemed, Inc.
−Removed: Stryten Energy LLC
+Added: Vapotherm, Inc.
+Added: Ardelyx, Inc.
One Touch Direct, LLC
−Removed: Rezolute, Inc.
−Removed: SLR Equipment Finance
−Removed: Neuronetics, Inc.
+Added: Ivy Fertility Services, LLC
+Added: SOC Telemed, Inc.
Maurices, Incorporated
+Added: NAC Holdings Corporation
Atria Wealth Solutions, Inc.
+Added: Rezolute, Inc.
+Added: Basic Fun, Inc.
Kid Distro Holdings, LLC
1 unchanged sentence
Foundation Consumer Brands, LLC
−Removed: Ultimate Baked Goods Midco LLC
−Removed: Basic Fun, Inc.
−Removed: Pinnacle Treatment Centers, Inc.
SunMed Group Holdings, LLC
−Removed: Soleo Health Holdings, Inc.
−Removed: Cardiva Medical, Inc.
−Removed: Kindred Biosciences, Inc.
−Removed: PQ Bypass, Inc.
−Removed: Centrexion Therapeutics, Inc.
−Removed: Sentry Data Systems, Inc.
−Removed: Delphinus Medical Technologies, Inc.
+Added: SLR Equipment Finance
+Added: Pinnacle Treatment Centers, Inc.
+Added: American Teleconferencing Services, Ltd.
+Added: Ultimate Baked Goods Midco LLC
+Added: Neuronetics, Inc.
Total Commitments
−Removed: The Company controls the funding of the SLR Credit Solutions commitment and may cancel it at its discretion.
−Removed: The credit agreements of the above loan commitments contain customary lending provisions and/or are subject to the
−Removed: portfolio companys achievement of certain milestones that allow relief to the Company from funding obligations for previously made commitments in instances where the underlying company experiences materially adverse events that affect the
−Removed: financial condition or business outlook for the company.
+Added: The Company controls the funding of the SLR Credit Solutions commitment and may cancel it at its
+Added: SLR INVESTMENT CORP.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)(continued)
+Added: March 31, 2022
+Added: thousands, except share amounts)
+Added: The credit agreements of the above loan commitments contain customary lending provisions and/or are
+Added: subject to the portfolio companys achievement of certain milestones that allow relief to the Company from funding obligations for previously made commitments in instances where the underlying company experiences materially adverse events that
+Added: affect the financial condition or business outlook for the company.
Since these commitments may expire without being drawn upon, unfunded commitments do not necessarily represent future cash requirements or future earning assets for the Company.
−Removed: September 30, 2021 and December 31, 2020, the Company had sufficient cash available and/or liquid securities available to fund its commitments and had reviewed them for any appropriate fair value adjustment.
+Added: of March 31, 2022 and December 31, 2021, the Company had sufficient cash available and/or liquid securities available to fund its commitments and had reviewed them for any appropriate fair value adjustment.
+Added: Merger Litigation
+Added: On January 17,
+Added: 2022, a stockholder complaint was filed in the United States District Court for the Eastern District of New York, against the Company and the members of the Board, entitled Gates v.
+Added: SLR Investment Corp., et al., No.
+Added: 1:22-cv-00261 (the Gates Complaint).
+Added: On January 21, 2022, a stockholder complaint was filed in the United States District Court for the Southern District of New York, against the Company and
+Added: the members of the Board, entitled Shumacher v.
+Added: SLR Investment Corp., et al., No.
+Added: 1:22-cv-00576 (the Shumacher Complaint).
+Added: On January 31, 2022, two putative class action stockholder complaints were filed in the Circuit Court for Baltimore City, Maryland
+Added: against SUNS and the members of the Board of Directors of SUNS (the SUNS Board), captioned respectively Neal v.
+Added: Gross, et al., No.
+Added: 24-C-22-000557 (Md.
+Added: Baltimore City) (the Neal Complaint), and Tobin v.
+Added: Gross, et al., 24-C-22-000558 (Md.
+Added: Baltimore City) (the Tobin Complaint).
+Added: On February 8, 2022, a stockholder complaint was filed in the United States District Court for the Southern District of New York, against
+Added: SUNS and the members of the SUNS Board, entitled Kershner v.
+Added: SLR Senior Investment Corp., et al., No.
+Added: 1:22-cv-01096 (the Kershner Complaint).
+Added: February 21, 2022, a stockholder complaint was filed in the United States District Court for the Southern District of New York, against SUNS and the members of the SUNS Board, entitled Sharp v.
+Added: SLR Senior Investment Corp., et al., No.
+Added: 1:22-cv-01418 (the Sharp Complaint).
+Added: On February 22, 2022, a stockholder complaint was filed in the United States District Court for the Southern District of
+Added: New York, against SUNS, the members of the SUNS Board, us, and the Investment Adviser, entitled Ciccotelli v.
+Added: SLR Senior Investment Corp., et al., No.
+Added: 1:22-cv-01454 (the
+Added: Ciccotelli Complaint).
+Added: On February 22, 2022, a stockholder complaint was filed in the United States District Court for the Eastern District of Pennsylvania, against SUNS and the members of the SUNS Board entitled Justice v.
+Added: Senior Investment Corp., et al., No.
+Added: 2:22-cv-00673 (the Justice Complaint, and together with the Gates Complaint, the Schumacher Complaint, the Neal
+Added: Complaint, the Tobin Complaint, the Kershner Complaint, the Sharp Complaint, the Ciccotelli Complaint and the Justice Complaint, the Merger Complaints).
+Added: Each of the Gates and Schumacher Complaints alleged, among other things, that the joint proxy statement/prospectus initially filed with the
+Added: SEC on December 16, 2021 contained materially misleading and incomplete disclosures.
+Added: Each of the Gates and Schumacher Complaints sought, among other things, that supplemental disclosures be made to the joint proxy statement/ prospectus to
+Added: address the alleged materially misleading and incomplete disclosures.
+Added: As a result of the alleged omissions, each of the Gates and Schumacher Complaints sought to hold the Company and its directors liable for violating Section 14(a) of the
+Added: Exchange Act and Rule 14a-9 promulgated thereunder, and additionally sought to hold the Companys directors liable as control persons pursuant to Section 20(a) of the Exchange Act.
+Added: Each of the Neal and Tobin Complaints alleged, among other things, that the members of the SUNS Board breached their fiduciary duties when
+Added: they approved the proposed merger between SUNS and the Company, and that the disclosures in the joint proxy statement/prospectus initially filed with the SEC on December 16, 2021 contained materially misleading and incomplete disclosures.
+Added: of Neal and Tobin Complaints raised these claims under Maryland law, and sought:
+Added: (i) certification that the case can be maintained as a class action, with the plaintiff named as a representative of the proposed class (consisting of the public
+Added: shareholders of SUNS);
+Added: (ii) an order enjoining the shareholder vote to approve the proposed merger between SUNS and the Company;
+Added: and (iii) rescission of the proposed merger between SUNS and the Company.
SLR INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)(continued)
−Removed: September 30, 2021
−Removed: (in thousands, except share amounts)
+Added: March 31, 2022
+Added: thousands, except share amounts)
+Added: The defendants believe that the Company made complete disclosure of all information required to be
+Added: disclosed to ensure that the Companys stockholders were able to make an informed vote at the Companys Special Meeting of Stockholders held on March 22, 2022 and that the additional disclosures requested by the plaintiff were
+Added: immaterial and/or were included in the preliminary joint proxy statement/prospectus filed as part of the Companys Registration Statement on Form N-14 on December 16, 2021.
+Added: Accordingly, the
+Added: defendants believe these claims are without merit and intend to vigorously defend against them.
+Added: However, in an attempt to reduce the costs, risks and uncertainties inherent in litigation and to maximize the Companys net asset value at the time
+Added: of the Mergers, the Company determined to voluntarily include certain supplemental disclosures in its Current Report on Form 8-K filed on March 14, 2022.
+Added: The inclusion of such disclosures shall not be
+Added: deemed an admission of the legal necessity or materiality of any of these disclosures under applicable law.
+Added: Rather, the Company and the Board specifically denied all allegations in the Merger Complaints that any additional disclosure was or is
SLR Equipment Finance
−Removed: July 31, 2017, we acquired a 100% equity interest in NEF Holdings, LLC, which conducts its business through its wholly-owned subsidiary Nations Equipment Finance, LLC.
−Removed: Effective February 25, 2021, Nations Equipment Finance, LLC and its
−Removed: related companies is now known as SLR Equipment Finance (SLR Equipment).
−Removed: SLR Equipment is an independent equipment finance company that provides senior secured loans and leases primarily to U.S.
+Added: On July 31, 2017, we acquired a 100% equity interest in NEF Holdings, LLC, which conducts its business through its wholly-owned subsidiary
+Added: Nations Equipment Finance, LLC.
+Added: Effective February 25, 2021, Nations Equipment Finance, LLC and its related companies is doing business as SLR Equipment Finance (SLR Equipment).
+Added: SLR Equipment is an independent equipment finance
+Added: company that provides senior secured loans and leases primarily to U.S.
based companies.
−Removed: We invested $209,866 in
−Removed: cash to effect the transaction, of which $145,000 was invested in the equity of SLR Equipment through our wholly-owned consolidated taxable subsidiary NEFCORP LLC and our wholly-owned consolidated subsidiary NEFPASS LLC and $64,866 was used to
−Removed: purchase certain leases and loans held by SLR Equipment through NEFPASS LLC.
−Removed: Concurrent with the transaction, SLR Equipment refinanced its existing senior secured credit facility into a $150,000 non-recourse
−Removed: facility with an accordion feature to expand up to $250,000.
−Removed: In September 2019, SLR Equipment amended the facility, increasing commitments to $213,957 with an accordion feature to expand up to $313,957 and extended the maturity date of the facility
−Removed: to July 31, 2023.
−Removed: At July 31, 2017, SLR Equipment also had two securitizations outstanding, with an issued note balance of $94,587, which were later redeemed in 2018.
−Removed: As of September 30, 2021, SLR Equipment had 128 funded equipment-backed leases and loans to 58 different customers with a total net
+Added: We invested $209,866 in cash to effect the transaction, of which $145,000 was invested in the equity of SLR Equipment through our wholly-owned consolidated
+Added: taxable subsidiary NEFCORP LLC and our wholly-owned consolidated subsidiary NEFPASS LLC and $64,866 was used to purchase certain leases and loans held by SLR Equipment through NEFPASS LLC.
+Added: Concurrent with the transaction, SLR Equipment refinanced
+Added: its existing senior secured credit facility into a $150,000 non-recourse facility with an accordion feature to expand up to $250,000.
+Added: In September 2019, SLR Equipment amended the facility, increasing
+Added: commitments to $213,957 with an accordion feature to expand up to $313,957 and extended the maturity date of the facility to July 31, 2023.
+Added: As of March 31, 2022, SLR Equipment had 134 funded equipment-backed leases and loans to 59 different customers with a total net
investment in leases and loans of approximately $198,611 on total assets of $252,841.
−Removed: As of December 31, 2020, NEF had 138 funded equipment-backed leases and loans to 61 different customers with a total net investment in leases and loans of
−Removed: approximately $188,448 on total assets of $263,443.
−Removed: As of September 30, 2021 and December 31, 2020, the largest position outstanding totaled $19,222 and $25,103, respectively.
+Added: As of December 31, 2021, SLR Equipment had 135 funded equipment-backed leases and loans to 61 different customers with a total net investment in leases and
+Added: loans of approximately $210,986 on total assets of $264,007.
+Added: As of March 31, 2022 and December 31, 2021, the largest position outstanding totaled $19,259 and $19,207, respectively.
For the same periods, the average exposure per customer
was $3,366 and $3,459, respectively.
−Removed: SLR Equipments credit facility, which is non-recourse to the Company, had approximately $108,264 and $100,569 of borrowings outstanding at September 30,
+Added: SLR Equipments credit facility, which is non-recourse to the Company, had approximately $110,969 and $118,002 of borrowings outstanding at March 31, 2022
and December 31, 2021, respectively.
−Removed: For the three months ended September 30, 2021 and September 30, 2020, SLR Equipment had net income (loss) of ($306) and $1,532, respectively, on gross income of $5,809 and $6,462,
−Removed: respectively.
−Removed: For the nine months ended September 30, 2021 and September 30, 2020, SLR Equipment had net loss of $2,301 and $395, respectively, on gross income of $16,443 and $17,795, respectively.
−Removed: Due to timing and non-cash items, there may be material differences between GAAP net income and cash available for distributions.
+Added: For the three months ended March 31, 2022 and March 31, 2021, SLR Equipment had net income (loss) of $594 and ($318), respectively, on gross income of $5,173 and $4,894, respectively.
+Added: Due to timing
+Added: and non-cash items, there may be material differences between GAAP net income and cash available for distributions.
Capital Share Transactions
−Removed: As of September 30, 2021 and September 30, 2020, 200,000,000 shares of $0.01 par value
−Removed: capital stock were authorized.
−Removed: There were no transactions in capital stock during the three and nine months ended September 30, 2021
−Removed: and September 30, 2020.
+Added: of March 31, 2022 and March 31, 2021, 200,000,000 shares of $0.01 par value capital stock were authorized.
+Added: There were no
+Added: transactions in capital stock during the three months ended March 31, 2022 and March 31, 2021.
Kingsbridge Holdings, LLC
5 unchanged sentences
$216,596 to effect the transaction, of which $136,596 was invested to acquire 87.5% of KBHTs equity and $80,000 in KBHs debt.
−Removed: The existing management team of KBH committed to continue to lead KBH after the transaction.
−Removed: transaction, the Company owns 87.5% of KBHT equity and the KBH management team owns the remaining 12.5% of KBHTs equity.
−Removed: September 30, 2021, KBHT had total assets of $734,592.
−Removed: Recourse debt outstanding for KBHT totaled $196,158 as of September 30, 2021.
−Removed: Non-recourse debt outstanding for KBHT totaled $349,008 at
−Removed: September 30, 2021.
−Removed: As of December 31, 2020, KBHT had total assets of $744,684.
−Removed: KBHT also had recourse debt outstanding of $219,044 as well as non-recourse debt outstanding of $335,899 at
−Removed: December 31, 2020.
−Removed: For the three and nine months ended September 30, 2021, KBHT had net income of $3,163 and $10,314, respectively, on gross income of $60,510 and $180,079, respectively.
−Removed: Due to timing and non-cash items, there may be material differences between GAAP net income and cash available for distributions.
−Removed: As such, and subject to fluctuations in KBHTs funded commitments, the timing of originations, and
−Removed: the repayments of financings, the Company cannot guarantee that KBHT will be able to maintain consistent dividend payments to us.
+Added: The existing management team of KBH committed to continue to lead KBH after the
+Added: Following the transaction, the Company owns 87.5% of KBHT equity and the KBH management team owns the remaining 12.5% of KBHTs equity.
SLR INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)(continued)
−Removed: September 30, 2021
−Removed: (in thousands, except share amounts)
+Added: March 31, 2022
+Added: thousands, except share amounts)
+Added: As of March 31, 2022 and December 31, 2021, KBHT had total assets of $729,363 and
+Added: $738,425, respectively.
+Added: For the same periods, debt recourse to KBHT totaled $221,392 and $216,881, respectively, and non-recourse debt totaled $321,205 and $323,844, respectively.
+Added: None of the debt is recourse
+Added: to the Company.
+Added: For the three months ended March 31, 2022 and 2021, KBHT had net income of $3,399 and $2,267, respectively, on gross income of $66,426 and $58,146, respectively.
+Added: Due to timing and
+Added: non-cash items, there may be material differences between GAAP net income and cash available for distributions.
+Added: As such, and subject to fluctuations in KBHTs funded commitments, the timing of
+Added: originations, and the repayments of financings, the Company cannot guarantee that KBHT will be able to maintain consistent dividend payments to us.
+Added: Pending Merger with SUNS
+Added: December 1, 2021, we entered into the Merger Agreement, which provides that, subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into SUNS, with SUNS continuing as the surviving company and as our
+Added: wholly-owned subsidiary and, immediately thereafter, SUNS will merge with and into us, with us continuing as the surviving company.
+Added: Both the Board and SUNSs board of directors, including all of the respective independent directors, in each
+Added: case, on the recommendation of a special committee comprised solely of the independent directors of us or SUNS, as applicable, have approved the Merger Agreement and the transactions contemplated thereby.
+Added: The Merger Agreement contains customary representations and warranties by each of us, SUNS and the Investment Adviser.
+Added: The Merger Agreement
+Added: also contains customary covenants, including, among others, covenants relating to the operation of each of our and SUNSs businesses during the period prior to the closing of the Mergers.
+Added: Consummation of the Mergers, which occurred on April 1, 2022, was subject to certain closing conditions as disclosed in the Merger
Subsequent Events
−Removed: has evaluated the need for disclosures and/or adjustments resulting from subsequent events through the date the consolidated financial statements were issued.
−Removed: On November 3, 2021, our Board declared a quarterly distribution of $0.41 per share payable on January 5, 2022 to holders of record
−Removed: as of December 16, 2021.
+Added: The Company has evaluated the need for disclosures and/or adjustments resulting from subsequent events through the date the consolidated
+Added: financial statements were issued.
+Added: On April 1, 2022, the Company completed its previously announced acquisition of SUNS.
+Added: Pursuant to the Merger Agreement, Merger Sub was
+Added: first merged with and into SUNS, with SUNS as the surviving corporation, and, immediately following the Merger, SUNS was then merged with and into the Company, with the Company as the surviving company.
+Added: In accordance with the terms of the Merger
+Added: Agreement, at the effective time of the Merger, each outstanding share of SUNSs common stock was converted into the right to receive 0.7796 shares of the Companys common stock (with SUNSs stockholders receiving cash in lieu of
+Added: fractional shares of the Companys common stock).
+Added: As a result of the Mergers, the Company issued an aggregate of 12,511,825 shares of its common stock to former SUNS stockholders.
+Added: The Merger will be accounted for as an asset acquisition of SLR Senior Investment Corp.
+Added: by the Company in accordance with the asset
+Added: acquisition method of accounting as detailed in ASC 805-50, Business Combinations Related Issues, with the fair value of total consideration paid in conjunction with the Merger allocated to the assets
+Added: acquired and liabilities assumed based on their relative fair values as of the date of the Merger.
+Added: Generally, under asset acquisition accounting, acquiring assets in groups not only requires ascertaining the cost of the asset (or net assets), but
+Added: also allocating that cost to the individual assets (or individual assets and liabilities) that make up the group.
+Added: The cost of the group of assets acquired in an asset acquisition is allocated to the individual assets acquired or liabilities assumed
+Added: based on their relative fair values of net identifiable assets acquired other than certain non-qualifying assets (for example cash) and does not give rise to goodwill.
+Added: The Company will be the
+Added: accounting survivor of the Merger.
+Added: Letter Agreement
+Added: On April 1, 2022, in connection with the consummation of the Mergers, the Company entered into a letter agreement (the Letter
+Added: Agreement) pursuant to which the Investment Adviser voluntarily agreed to a permanent 25 basis point reduction of the annual base management fee rate payable by the Company to the Investment Adviser pursuant to the Advisory Agreement,
+Added: resulting in an annual base management fee rate payable by the Company to the Investment Adviser of 1.50% on gross assets up to 200% of the Companys total net assets.
+Added: The Company retained the annual base management fee rate payable by the
+Added: Company to the Investment Adviser of 1.00% on gross assets that exceed 200% of the Companys total net assets.
+Added: SLR INVESTMENT CORP.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)(continued)
+Added: March 31, 2022
+Added: thousands, except share amounts)
+Added: Assumption of SUNS Credit Facility
+Added: On April 1, 2022, the Company entered into an assumption agreement (the CF Assumption Agreement), effective as of the closing
+Added: of the Mergers.
+Added: 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 SUNS Credit Facility), by and among
+Added: 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.
+Added: Currently, the commitment under
+Added: the SUNS Credit Facility is $225,000;
+Added: however, the commitment can also be expanded up to $600,000.
+Added: The stated interest rate on the SUNS Credit Facility is LIBOR plus 2.00%-2.50% with no LIBOR floor requirement
+Added: and the current final maturity date is June 1, 2026.
+Added: The SUNS Credit Facility is secured by all of the assets held by SUNS SPV.
+Added: Under the terms of the SUNS Credit Facility and related transaction documents, the Company as successor to SUNS, and
+Added: 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
+Added: The SUNS Credit Facility also includes usual and customary events of default for credit facilities of this nature.
+Added: Assumption of SUNS
+Added: On April 1, 2022, the Company entered into an assumption agreement (the Note Assumption Agreement), effective
+Added: as of the closing of the Mergers.
+Added: The Note Assumption Agreement relates to the Companys assumption of $85,000 in aggregate principal amount of five-year, 3.90% senior unsecured notes, due March 31, 2025 (the SUNS Notes) and
+Added: 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.
+Added: Interest on the SUNS Notes is due semi-annually on March 31
+Added: and September 30.
+Added: 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 SUNS Notes outstanding, and the due and
+Added: punctual performance and observance of every covenant and every condition of the Note Purchase Agreement, to be performed or observed by SUNS.
+Added: Dismissal of Merger Complaints
+Added: April 1, 2022, each of the Neal Complaint and the Tobin Complaint was dismissed as to the named plaintiffs only with the Court retaining jurisdiction in connection with a possible future fee and expense application by plaintiffs.
+Added: On April 6, 2022, each of the Schumacher Complaint, the Kershner Complaint, the Sharp Complaint, the Ciccotelli Complaint and Justice
+Added: Complaint was voluntarily dismissed.
+Added: On April 14, 2022, the Gates Complaint was voluntarily dismissed.
+Added: Distribution Declaration
+Added: April 4, 2022, our Board declared a monthly distribution of $0.136667 per share payable on May 3, 2022 to holders of record as of April 21, 2022.
+Added: On May 3, 2022, our Board declared a monthly distribution of $0.136667 per share payable on June 2, 2022 to holders of record as of
+Added: May 19, 2022.
+Added: Stock Repurchase Program
+Added: On May 3, 2022, our Board authorized a program for the purpose of repurchasing up to $50,000 of our outstanding shares of common stock.
+Added: Under the repurchase program, we may, but are not obligated to, repurchase shares of our outstanding common stock in the open market from time to time provided that we comply with our code of ethics and the guidelines specified in Rule 10b-18 of the Exchange Act, including certain price, market volume and timing constraints.
+Added: In addition, any repurchases will be conducted in accordance with the 1940 Act.
+Added: Unless amended or extended by our Board, we
+Added: expect the repurchase program to be in place until the earlier of May 1, 2023 or until $50,000 of our outstanding shares of common stock have been repurchased.
+Added: The timing and number of shares to be repurchased will depend on a number of
+Added: factors, including market conditions.
+Added: There are no assurances that we will engage in any repurchases.
Report of Independent Registered Public Accounting Firm
4 unchanged sentences
(and subsidiaries) (the Company), including the consolidated
−Removed: schedule of investments, as of September 30, 2021, the related consolidated statements of operations and changes in net assets, for the three-month and nine-month periods ended September 30, 2021 and 2020, the related consolidated
−Removed: statements of cash flows for the nine-month periods ended September 30, 2021 and 2020, and the related notes (collectively, the consolidated interim financial information).
−Removed: Based on our reviews, we are not aware of any material modifications
−Removed: that should be made to the consolidated interim financial information for it to be in conformity with U.S.
−Removed: generally accepted accounting principles.
−Removed: have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statement of assets and liabilities, including the consolidated schedule of investments, of the
−Removed: Company as of December 31, 2020, and the related consolidated statements of operations, changes in net assets, and cash flows for the year then ended (not presented herein);
−Removed: and in our report dated February 24, 2021, we expressed an
−Removed: unqualified opinion on those consolidated financial statements.
−Removed: In our opinion, the information set forth in the accompanying consolidated statement of assets and liabilities, including the
−Removed: consolidated schedule of investments, as of December 31, 2020, is fairly stated, in all material respects, in relation to the consolidated statement of assets and liabilities, including the consolidated schedule of investments, from which it
−Removed: has been derived.
+Added: schedule of investments, as of March 31, 2022, the related consolidated statements of operations, changes in net assets, and cash flows for the three-month periods ended March 31, 2022 and 2021, and the related notes (collectively, the
+Added: consolidated interim financial information).
+Added: Based on our reviews, we are not aware of any material modifications that should be made to the consolidated interim financial information for it to be in conformity with U.S.
+Added: generally accepted
+Added: accounting principles.
+Added: We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
+Added: (PCAOB), the consolidated statement of assets and liabilities, including the consolidated schedule of investments, of the Company as of December 31, 2021, and the related consolidated statements of operations, changes in net assets, and cash
+Added: flows for the year then ended (not presented herein);
+Added: and in our report dated March 1, 2022, we expressed an unqualified opinion on those consolidated financial statements.
+Added: In our opinion, the information set forth in the accompanying
+Added: consolidated statement of assets and liabilities, including the consolidated schedule of investments, as of December 31, 2021, is fairly stated, in all material respects, in relation to the consolidated statement of assets and liabilities,
+Added: including the consolidated schedule of investments, from which it has been derived.
Basis for Review Results
−Removed: consolidated interim financial information is the responsibility of the Companys management.
−Removed: We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.
+Added: This consolidated interim financial information is the responsibility of the Companys management.
+Added: We are a public accounting firm registered with the
+Added: PCAOB and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
−Removed: We conducted our reviews in
−Removed: accordance with the standards of the PCAOB.
−Removed: A review of consolidated interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters.
−Removed: substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole.
−Removed: Accordingly, we do not express such an
+Added: We conducted our reviews in accordance with the standards of the PCAOB.
+Added: A review of consolidated interim financial information consists principally of
+Added: applying analytical procedures and making inquiries of persons responsible for financial and accounting matters.
+Added: It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the
+Added: expression of an opinion regarding the financial statements taken as a whole.
+Added: Accordingly, we do not express such an opinion.
New York, New York
−Removed: November 3, 2021
Managements Discussion and Analysis of Financial Condition
22 unchanged sentences
investments and the impacts of the COVID-19 pandemic thereon.
−Removed: These statements
−Removed: are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted
−Removed: in the forward-looking statements, including without limitation:
+Added: changes in the political conditions and relations between the United States, Russia, Ukraine and other nations.
+Added: These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors,
+Added: some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including without limitation:
an economic downturn, including as a result of the current COVID-19
6 unchanged sentences
the extent that we receive payments denominated in foreign currency rather than U.S.
+Added: the ability to realize the anticipated benefits of the Mergers;
+Added: the effects of disruption on our business from the Mergers;
+Added: the combined companys plans, expectations, objectives and intentions as a result of the Mergers;
the risks, uncertainties and other factors we identify in Item 1A.
10 unchanged sentences
reports on Form 10-Q and current reports on Form 8-K.
−Removed: Solar Capital LLC, a Maryland limited liability company, was formed in February 2007 and commenced operations on March 13, 2007
−Removed: with initial capital of $1.2 billion of which 47.04% was funded by affiliated parties.
+Added: Solar Capital LLC, a Maryland limited liability company, was formed in February 2007 and commenced operations on March 13, 2007 with
+Added: initial capital of $1.2 billion of which 47.04% was funded by affiliated parties.
SLR Investment Corp.
−Removed: f/k/a Solar Capital, Ltd., a Maryland corporation formed in
−Removed: November 2007, is a closed-end, externally managed, non-diversified management investment company that has elected to be regulated as a business development company
−Removed: (BDC) under the Investment Company Act of 1940, as amended (the 1940 Act).
−Removed: Furthermore, as the Company is an investment company, it continues to apply the guidance in the Financial Accounting Standards Board
−Removed: (FASB) Accounting Standards Codification (ASC) Topic 946.
−Removed: In addition, for U.S federal income tax purposes, the Company has elected to be treated as a regulated investment company (RIC) under Subchapter M of the
−Removed: Internal Revenue Code of 1986, as amended (the Code).
−Removed: On February 9, 2010, we priced our initial public offering,
−Removed: selling 5.68 million shares of our common stock.
−Removed: Concurrent with our initial public offering, Michael S.
−Removed: Gross, our Chairman, Co-Chief Executive Officer and President, and Bruce Spohler, our Co-Chief Executive Officer and Chief Operating Officer, collectively purchased an additional 0.6 million shares of our common stock through a private placement transaction exempt from registration under the
−Removed: Securities Act.
+Added: (the Company,
+Added: SLRC, we or our), a Maryland corporation formed in November 2007, is a closed-end, externally managed, non-diversified
+Added: management investment company that has elected to be regulated as a business development company (BDC) under the Investment Company Act of 1940, as amended (the 1940 Act).
+Added: Furthermore, as the Company is an investment company,
+Added: it continues to apply the guidance in the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 946.
+Added: In addition, for U.S federal income tax purposes, the Company has elected to be treated
+Added: as a regulated investment company (RIC) under Subchapter M of the Internal Revenue Code of 1986, as amended (the Code).
+Added: On February 9, 2010, we priced our initial public offering, selling 5.68 million shares of our common stock.
+Added: Concurrent with our
+Added: initial public offering, Michael S.
+Added: Gross, our Chairman, Co-Chief Executive Officer and President, and Bruce Spohler, our Co-Chief Executive Officer and Chief Operating
+Added: Officer, collectively purchased an additional 0.6 million shares of our common stock through a private placement transaction exempt from registration under the Securities Act.
We invest primarily in privately held U.S.
−Removed: middle-market companies, where we believe the supply of primary capital is
−Removed: limited and the investment opportunities are most attractive.
+Added: middle-market companies, where we believe the supply of primary capital is limited and the
+Added: investment opportunities are most attractive.
Our investment objective is to generate both current income and capital appreciation through debt and equity investments.
−Removed: We invest primarily in leveraged middle-market companies in the
−Removed: form of senior secured loans, financing leases and to a lesser extent, unsecured loans and equity securities.
+Added: We invest primarily in leveraged middle-market companies in the form of senior
+Added: secured loans, financing leases and to a lesser extent, unsecured loans and equity securities.
From time to time, we may also invest in public companies that are thinly traded.
−Removed: Our business is focused primarily on the direct
−Removed: origination of investments through portfolio companies or their financial sponsors.
−Removed: Our investments generally range between $5 million and $100 million each, although we expect that this investment size will vary proportionately with the
−Removed: size of our capital base and/or with strategic initiatives.
−Removed: Our investment activities are managed by SLR Capital Partners, LLC (the Investment Adviser) and supervised by our board of directors, a majority of whom are non-interested, as such term is defined in the 1940 Act.
+Added: Our business is focused primarily on the direct origination of
+Added: investments through portfolio companies or their financial sponsors.
+Added: Our investments generally range between $5 million and $100 million each, although we expect that this investment size will vary proportionately with the size of our
+Added: capital base and/or with strategic initiatives.
+Added: Our investment activities are managed by SLR Capital Partners, LLC (the Investment Adviser) and supervised by the board of directors (the Board), a majority of whom are non-interested, as such term is defined in the 1940 Act.
SLR Capital Management, LLC (the Administrator) provides the administrative services necessary for us to operate.
3 unchanged sentences
countries outside of the United States.
−Removed: As of September 30, 2021, the Investment Adviser has directly invested approximately
−Removed: $11.6 billion in more than 440 different portfolio companies since 2006.
−Removed: Over the same period, the Investment Adviser completed transactions with more than 200 different financial sponsors.
+Added: Merger Agreement
+Added: On December 1, 2021, we entered into an Agreement and Plan of Merger, or the Merger Agreement, with SLR Senior Investment Corp., a
+Added: Maryland corporation (SUNS), Solstice Merger Sub, Inc., a Maryland corporation and our wholly-owned subsidiary (Merger Sub), and, solely for the limited purposes set forth therein, the Investment Adviser.
+Added: The Merger Agreement
+Added: provides that, subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into SUNS, with SUNS continuing as the surviving company and as SUNSs wholly-owned subsidiary (the Merger,) and, immediately
+Added: thereafter, SUNS will merge with and into us, with us continuing as the surviving company (together with the Merger, the Mergers).
+Added: Both the Board and SUNSs board of directors, including all of the respective independent directors,
+Added: in each case, on the recommendation of a special committee comprised solely of the independent directors of us and SUNS, as applicable, have approved the Merger Agreement and the transactions contemplated thereby.
+Added: The Merger Agreement contains customary representations and warranties by each of us, SUNS and the Investment Adviser.
+Added: The Merger Agreement
+Added: also contains customary covenants, including, among others, covenants relating to the operation of each of our and SUNSs businesses during the period prior to the closing of the Mergers.
+Added: Consummation of the Mergers, which occurred on April 1, 2022, was subject to certain closing conditions as disclosed in the Merger
Recent Developments
−Removed: On November 3,
−Removed: 2021, our Board declared a quarterly distribution of $0.41 per share payable on January 5, 2022 to holders of record as of December 16, 2021.
+Added: On April 1, 2022, we completed our previously announced acquisition of SUNS.
+Added: Pursuant to the Merger Agreement, Merger Sub was first merged
+Added: with and into SUNS, with SUNS as the surviving corporation, and, immediately following the Merger, SUNS was then merged with and into us, with us as the surviving company.
+Added: In accordance with the terms of the Merger Agreement, at the effective time
+Added: of the Merger, each outstanding share of SUNSs common stock was converted into the right to receive 0.7796 shares of our common stock (with SUNSs stockholders receiving cash in lieu of fractional shares of our common stock).
+Added: of the Mergers, we issued an aggregate of 12,511,825 shares of our common stock to former SUNS stockholders.
+Added: The Merger will be accounted for as an asset acquisition of SLR Senior Investment Corp.
+Added: the Company in accordance with the asset acquisition method of accounting as detailed in ASC 805-50, Business Combinations Related Issues, with the fair value of total consideration paid in conjunction
+Added: with the Merger allocated to the assets acquired and liabilities assumed based on their relative fair values as of the date of the Merger.
+Added: Generally, under asset acquisition accounting, acquiring assets in groups not only requires ascertaining the
+Added: cost of the asset (or net assets), but also allocating that cost to the individual assets (or individual assets and liabilities) that make up the group.
+Added: The cost of the group of assets acquired in an asset acquisition is allocated to the individual
+Added: assets acquired or liabilities assumed based on their relative fair values of net identifiable assets acquired other than certain non-qualifying assets (for example cash) and does not give rise to
+Added: The Company will be the accounting survivor of the Merger.
+Added: Letter Agreement
+Added: On April 1, 2022, in connection with the consummation of the Mergers, we entered into a letter agreement (the Letter
+Added: Agreement) pursuant to which the Investment Adviser voluntarily agreed to a permanent 25 basis point reduction of the annual base management fee rate payable by us to the Investment Adviser pursuant to the Advisory Agreement, resulting in an
+Added: annual base management fee rate payable by us to the Investment Adviser of 1.50% on gross assets up to 200% of our total net assets.
+Added: We retained the annual base management fee rate payable by us to the Investment Adviser of 1.00% on gross assets
+Added: that exceed 200% of our total net assets.
+Added: Assumption of SUNS Credit Facility
+Added: On April 1, 2022, we entered into an assumption agreement (the CF Assumption Agreement), effective as of the closing of the
+Added: The CF Assumption Agreement relates to our assumption of the Revolving Credit Facility, originally entered into on August 26, 2011 (as amended from time to time, the SUNS Credit Facility), by and among SUNS SPV LLC (the
+Added: 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.
+Added: Currently, the commitment under the SUNS Credit
+Added: Facility is $225 million;
+Added: however, the commitment can also be expanded up to $600 million.
+Added: The stated interest rate on the SUNS Credit Facility is LIBOR plus 2.00%-2.50% with no LIBOR floor
+Added: requirement and the current final maturity date is June 1, 2026.
+Added: The SUNS Credit Facility is secured by all of the assets held by SUNS SPV.
+Added: Under the terms of the SUNS Credit Facility and related transaction documents, we as successor to SUNS,
+Added: 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
+Added: The SUNS Credit Facility also includes usual and customary events of default for credit facilities of this nature.
+Added: Assumption of SUNS
+Added: On April 1, 2022, we entered into an assumption agreement (the Note Assumption Agreement), effective as of the
+Added: closing of the Mergers.
+Added: The Note Assumption Agreement relates to our assumption of $85 million in aggregate principal amount of five-year, 3.90% senior unsecured notes, due March 31, 2025 (the SUNS Notes) and other obligations
+Added: of SUNS under the Note Purchase Agreement, dated as of March 31, 2020 (the Note Purchase Agreement), among SUNS and certain institutional investors.
+Added: Interest on the SUNS Notes is due semi-annually on March 31 and September 30.
+Added: Pursuant to the Note Assumption Agreement, we expressly assumed on behalf of SUNS the due and punctual payment of the principal of (and premium, if any) and interest on all the SUNS Notes outstanding, and the due and punctual performance and
+Added: observance of every covenant and every condition of the Note Purchase Agreement, to be performed or observed by SUNS.
+Added: Dismissal of Merger Complaints
+Added: On April 1, 2022, each of the Neal Complaint (as defined in Part II, Item 1 Legal Proceedings ) and the Tobin
+Added: Complaint (as defined in Part II, Item 1 Legal Proceedings ) was dismissed as to the named plaintiffs only with the Court retaining jurisdiction in connection with a possible future fee and expense application by plaintiffs.
+Added: On April 6, 2022, each of the Schumacher Complaint (as defined in Part II, Item 1 Legal Proceedings ), the Kershner
+Added: Complaint (as defined in Part II, Item 1 Legal Proceedings ), the Sharp Complaint (as defined in Part II, Item 1 Legal Proceedings ), the Ciccotelli Complaint (as defined in Part II, Item 1 Legal Proceedings )
+Added: and Justice Complaint (as defined in Part II, Item 1 Legal Proceedings ) was voluntarily dismissed.
+Added: On April 14, 2022,
+Added: the Gates Complaint (as defined in Part II, Item 1 Legal Proceedings ) was voluntarily dismissed.
+Added: Distribution Declaration
+Added: On April 4, 2022, the Board declared a monthly distribution of $0.136667 per share payable on May 3, 2022 to holders of record as of
+Added: April 21, 2022.
+Added: On May 3, 2022, the Board declared a monthly distribution of $0.136667 per share payable on June 2, 2022
+Added: to holders of record as of May 19, 2022.
+Added: Stock Repurchase Program
+Added: On May 3, 2022, our Board authorized a program for the purpose of repurchasing up to $50 million of our outstanding shares of common
+Added: Under the repurchase program, we may, but are not obligated to, repurchase shares of our outstanding common stock in the open market from time to time provided that we comply with our code of ethics and the guidelines specified in Rule 10b-18 of the Exchange Act, including certain price, market volume and timing constraints.
+Added: In addition, any repurchases will be conducted in accordance with the 1940 Act.
+Added: Unless amended or extended by our Board, we
+Added: expect the repurchase program to be in place until the earlier of May 1, 2023 or until $50 million of our outstanding shares of common stock have been repurchased.
+Added: The timing and number of shares to be repurchased will depend on a number
+Added: of factors, including market conditions.
+Added: There are no assurances that we will engage in any repurchases.
The global outbreak of the COVID-19 pandemic, and the related effect on the U.S.
−Removed: and global economies,
−Removed: has continued to have adverse consequences for the business operations of some of the Companys portfolio companies and, as a result, has had adverse effects on the Companys operations.
−Removed: The ultimate economic fallout from the pandemic, and
−Removed: the long-term impact on economies, markets, industries and individual issuers, including the Company, remain uncertain.
−Removed: The operational and financial performance of the issuers of securities in which the Company invests depends on future
−Removed: developments, including the duration and spread of the outbreak, and such uncertainty may in turn adversely affect the value and liquidity of the Companys investments and negatively impact the Companys performance.
−Removed: Our level of investment
−Removed: activity can and does vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to middle market companies, the level of merger and acquisition activity for such companies, the
−Removed: general economic environment and the competitive environment for the types of investments we make.
−Removed: As a BDC, we must not acquire any assets other than qualifying assets specified in the 1940 Act unless, at the time the acquisition is
−Removed: made, at least 70% of our total assets are qualifying assets (with certain limited exceptions).
−Removed: Qualifying assets include investments in eligible portfolio companies. The definition of eligible portfolio company includes
−Removed: certain public companies that do not have any securities listed on a national securities exchange and companies whose securities are listed on a national securities exchange but whose market capitalization is less than $250 million.
−Removed: We generate revenue primarily in
−Removed: the form of interest and dividend income from the securities we hold and capital gains, if any, on investment securities that we may sell.
−Removed: Our debt investments generally have a stated term of three to seven years and typically bear interest at a
−Removed: floating rate usually determined on the basis of a benchmark London interbank offered rate (LIBOR), commercial paper rate, or the prime rate.
+Added: and global economies, has continued to have adverse consequences for the business operations of some of the Companys portfolio companies and, as a result,
+Added: has had adverse effects on the Companys operations.
+Added: The ultimate economic fallout from the pandemic, and the long-term impact on economies, markets, industries and individual issuers, including the Company, remain uncertain.
+Added: The operational
+Added: and financial performance of the issuers of securities in which the Company invests depends on future developments, including the duration and spread of the outbreak, and such uncertainty may in turn adversely affect the value and liquidity of the
+Added: Companys investments and negatively impact the Companys performance.
+Added: Our level of investment activity can and does vary substantially from period to period depending on many factors, including the amount of debt
+Added: and equity capital available to middle market companies, the level of merger and acquisition activity for such companies, the general economic environment and the competitive environment for the types of investments we make.
+Added: As a BDC, we must not
+Added: acquire any assets other than qualifying assets specified in the 1940 Act unless, at the time the acquisition is made, at least 70% of our total assets are qualifying assets (with certain limited exceptions).
+Added: Qualifying assets include
+Added: investments in eligible portfolio companies. The definition of eligible portfolio company includes certain public companies that do not have any securities listed on a national securities exchange and companies whose
+Added: securities are listed on a national securities exchange but whose market capitalization is less than $250 million.
+Added: We generate revenue primarily in the form of interest and dividend income from the securities we hold and capital gains, if any, on investment
+Added: securities that we may sell.
+Added: Our debt investments generally have a stated term of three to seven years and typically bear interest at a floating rate usually determined on the basis of a benchmark London interbank offered rate (LIBOR),
+Added: commercial paper rate, or the prime rate.
Interest on our debt investments is generally payable monthly or quarterly but may be bi-monthly or semi-annually.
In addition, our investments may provide payment-in-kind (PIK) income.
−Removed: Such amounts of accrued
−Removed: PIK income are added to the cost of the investment on the respective capitalization dates and generally become due at maturity of the investment or upon the investment being called by the issuer.
−Removed: We may also generate revenue in the form of
−Removed: commitment, origination, structuring fees, fees for providing managerial assistance and, if applicable, consulting fees, etc.
−Removed: All investment professionals of the investment adviser and their respective staffs, when and to the extent engaged in providing investment
−Removed: advisory and management services, and the compensation and routine overhead expenses of such personnel allocable to such services, are provided and paid for by SLR Capital Partners.
−Removed: We bear all other costs and expenses of our operations and
−Removed: transactions, including (without limitation):
+Added: Such amounts of accrued PIK income are added to the cost of the investment on the respective capitalization dates and generally
+Added: become due at maturity of the investment or upon the investment being called by the issuer.
+Added: We may also generate revenue in the form of commitment, origination, structuring fees, fees for providing managerial assistance and, if applicable,
+Added: consulting fees, etc.
+Added: investment professionals of the investment adviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services, and the compensation and routine overhead expenses of such personnel allocable
+Added: to such services, are provided and paid for by the Investment Adviser.
+Added: We bear all other costs and expenses of our operations and transactions, including (without limitation):
the cost of our organization and public offerings;
25 unchanged sentences
Portfolio and Investment Activity
−Removed: During the three months ended September 30, 2021, we invested approximately $230.7 million across 23 portfolio companies.
−Removed: compares to investing approximately $42.4 million in 12 portfolio companies for the three months ended September 30, 2020.
−Removed: Investments sold, prepaid or repaid during the three months ended September 30, 2021 totaled approximately
−Removed: $105.9 million versus approximately $60.3 million for the three months ended September 30, 2020.
−Removed: At September 30, 2021, our portfolio consisted of 106 portfolio companies and was
−Removed: invested 28.4% in cash flow senior secured loans, 26.5% in asset-based senior secured loans / SLR Credit Solutions (SLR Credit), 13.7% in Kingsbridge Holdings, LLC (KBH), 16.7% in equipment senior secured financings / SLR
−Removed: Equipment Finance (SLR Equipment), and 14.7% in life science senior secured loans, in each case, measured at fair value, versus 105 portfolio companies invested 22.3% in cash flow senior secured loans, 31.8% in asset-based senior secured
−Removed: loans / SLR Credit, 22.0% in equipment senior secured financings / SLR Equipment, and 23.9% in life science senior secured loans, in each case, measured at fair value, at September 30, 2020.
−Removed: At September 30, 2021, 74.1% or $1.20 billion of our income producing investment portfolio * is floating rate and 25.9% or $418.4 million is fixed rate, measured at fair value.
−Removed: At September 30, 2020, 77.3% or $1.04 billion of our income producing investment portfolio * is floating rate and 22.7% or $305.1 million is fixed rate, measured at fair value.
−Removed: As of September 30, 2021 and 2020, we had one and zero issuers, respectively, on non-accrual status.
−Removed: Since inception through September 30, 2021, the Company and its predecessor
−Removed: companies have invested approximately $7.1 billion in more than 315 portfolio companies.
−Removed: Over the same period, the Company has completed transactions with more than 150 different financial sponsors.
−Removed: * We have included SLR Credit Solutions, SLR Equipment Finance and Kingsbridge Holdings,
−Removed: LLC within our income producing investment portfolio.
+Added: During the three months ended March 31, 2022, we invested approximately $67.5 million across 14 portfolio companies.
+Added: This compares to
+Added: investing approximately $98.7 million in 15 portfolio companies for the three months ended March 31, 2021.
+Added: Investments sold, prepaid or repaid during the three months ended March 31, 2022 totaled approximately $101.0 million
+Added: versus approximately $67.0 million for the three months ended March 31, 2021.
+Added: At March 31, 2022, our portfolio consisted
+Added: of 101 portfolio companies and was invested 23.2% in cash flow senior secured loans, 28.4% in asset-based senior secured loans / SLR Credit Solutions (SLR Credit), 14.1% in Kingsbridge Holdings, LLC (KBH), 16.0% in equipment
+Added: senior secured financings / SLR Equipment Finance (SLR Equipment), and 18.3% in life science senior secured loans, in each case, measured at fair value, versus 105 portfolio companies and was invested 21.1% in cash flow senior secured
+Added: loans, 25.8% in asset-based senior secured loans / SLR Credit, 13.7% in KBH, 18.2% in equipment senior secured financings / SLR Equipment, and 21.2% in life science senior secured loans, in each case, measured at fair value, at March 31, 2021.
+Added: At March 31, 2022, 79.4% or $1.15 billion of our income producing investment portfolio * is floating rate and 20.6% or $296.9 million is fixed rate, measured at fair value.
+Added: At March 31, 2021, 72.8% or $1.14 billion of our income producing investment portfolio * is floating rate and 27.2% or $426.3 million is fixed rate, measured at fair value.
+Added: As of March 31, 2022 and 2021, we had two and zero issuers, respectively, on non-accrual status.
+Added: We have included SLR Credit Solutions, SLR Equipment Finance and Kingsbridge Holdings, LLC within our income
+Added: producing investment portfolio.
SLR Credit Solutions
11 unchanged sentences
As of March 31, 2022, total commitments to the revolving credit facility are $250 million.
−Removed: As of September 30, 2021, SLR Credit had 24 funded commitments to 19 different issuers with total funded loans of approximately
+Added: As of March 31, 2022, SLR Credit had 24 funded commitments to 20 different issuers with total funded loans of approximately
$305.6 million on total assets of $362.9 million.
1 unchanged sentence
$347.8 million.
−Removed: As of September 30, 2021 and December 31, 2020, the largest loan outstanding totaled $30.0 million and $45.0 million, respectively.
−Removed: For the same periods, the average exposure per issuer was $14.0 million
−Removed: and $16.8 million, respectively.
+Added: As of March 31, 2022 and December 31, 2021, the largest loan outstanding totaled $34.4 million and $35.0 million, respectively.
+Added: For the same periods, the average exposure per issuer was $15.3 million and
+Added: $15.1 million, respectively.
SLR Credits credit facility, which is non-recourse to the Company, had approximately $125.9 million and $100.7 million of borrowings outstanding at
−Removed: September 30, 2021 and December 31, 2020, respectively.
−Removed: For the three months ended September 30, 2021 and 2020, SLR Credit had net income of $5.4 million and $6.0 million, respectively, on gross income of $9.5 million
−Removed: and $9.3 million, respectively.
−Removed: For the nine months ended September 30, 2021 and 2020, SLR Credit had net income of $12.5 million and $16.3 million, respectively, on gross income of $27.2 million and $32.9 million,
−Removed: respectively.
+Added: March 31, 2022 and December 31, 2021, respectively.
+Added: For the three months ended March 31, 2022 and 2021, SLR Credit had net income of $2.8 million and $4.9 million, respectively, on gross income of $6.7 million and
+Added: $9.7 million, respectively.
Due to timing and non-cash items, there may be material differences between GAAP net income and cash available for distributions.
−Removed: As such, and subject to fluctuations in SLR Credits
−Removed: funded commitments, the timing of originations, and the repayments of financings, the Company cannot guarantee that SLR Credit will be able to maintain consistent dividend payments to us.
+Added: As such, and subject to fluctuations in
+Added: SLR Credits funded commitments, the timing of originations, and the repayments of financings, the Company cannot guarantee that SLR Credit will be able to maintain consistent dividend payments to us.
SLR Equipment Finance
1 unchanged sentence
Effective February 25, 2021, Nations Equipment Finance, LLC and its related companies
−Removed: is now known as SLR Equipment Finance (SLR Equipment).
+Added: is doing business as SLR Equipment Finance (SLR Equipment).
SLR Equipment is an independent equipment finance company that provides senior secured loans and leases primarily to U.S.
based companies.
−Removed: We invested $209.9 million in cash to
−Removed: effect the transaction, of which $145.0 million was invested in the equity of SLR Equipment through our wholly-owned consolidated taxable subsidiary NEFCORP LLC and our wholly-owned consolidated subsidiary NEFPASS LLC and $64.9 million was
−Removed: used to purchase certain leases and loans held by SLR Equipment through NEFPASS LLC.
−Removed: Concurrent with the transaction, SLR Equipment refinanced its existing senior secured credit facility into a $150.0 million
−Removed: non-recourse facility with an accordion feature to expand up to $250.0 million.
−Removed: In September 2019, SLR Equipment amended the facility, increasing commitments to $214.0 million with an accordion
−Removed: feature to expand up to $314.0 million and extended the maturity date of the facility to July 31, 2023.
−Removed: At July 31, 2017, SLR Equipment also had two securitizations outstanding, with an issued note balance of $94.6 million, which
−Removed: were later redeemed in 2018.
−Removed: As of September 30, 2021, SLR Equipment had 128 funded equipment-backed leases and loans to 58
−Removed: different customers with a total net investment in leases and loans of approximately $201.4 million on total assets of $267.3 million.
−Removed: As of December 31, 2020, SLR Equipment had 138 funded equipment-backed leases and loans to 61
−Removed: different customers with a total net investment in leases and
−Removed: loans of approximately $188.4 million on total assets of $263.4 million.
−Removed: As of September 30, 2021 and December 31, 2020, the largest position outstanding totaled
−Removed: $19.2 million and $25.1 million, respectively.
+Added: We invested $209.9 million in
+Added: cash to effect the transaction, of which $145.0 million was invested in the equity of SLR Equipment through our wholly-owned consolidated taxable subsidiary NEFCORP LLC and our wholly-owned consolidated subsidiary NEFPASS LLC and
+Added: $64.9 million was used to purchase certain leases and loans held by SLR Equipment through NEFPASS LLC.
+Added: Concurrent with the transaction, SLR Equipment refinanced its existing senior secured credit facility into a $150.0 million non-recourse facility with an accordion feature to expand up to $250.0 million.
+Added: In September 2019, SLR Equipment amended the facility, increasing commitments to $214.0 million with an accordion feature to
+Added: expand up to $314.0 million and extended the maturity date of the facility to July 31, 2023.
+Added: As of March 31, 2022, SLR
+Added: Equipment had 134 funded equipment-backed leases and loans to 59 different customers with a total net investment in leases and loans of approximately $198.6 million on total assets of $252.8 million.
+Added: As of December 31, 2021, SLR
+Added: Equipment had 135 funded equipment-backed leases and loans to 61 different customers with a total net investment in leases and loans of approximately $211.0 million on total assets of $264.0 million.
+Added: As of March 31, 2022 and
+Added: December 31, 2021, the largest position outstanding totaled $19.3 million and $19.2 million, respectively.
For the same periods, the average exposure per customer was $3.4 million and $3.5 million, respectively.
−Removed: SLR Equipments credit facility, which is non-recourse to the Company, had approximately $108.3 million and $100.6 million of borrowings outstanding at September 30, 2021 and December 31, 2020, respectively.
−Removed: For the three months ended
−Removed: September 30, 2021 and 2020, SLR Equipment had net income (loss) of ($0.3) million and $1.5 million, respectively, on gross income of $5.8 million and $6.5 million, respectively.
−Removed: For the nine months ended September 30,
−Removed: 2021 and 2020, SLR Equipment had net loss of $2.3 million and $0.4 million, respectively, on gross income of $16.4 million and $17.8 million, respectively.
−Removed: Due to timing and non-cash
−Removed: items, there may be material differences between GAAP net income and cash available for distributions.
−Removed: As such, and subject to fluctuations in SLR Equipments funded commitments, the timing of originations, and the repayments of financings, the
−Removed: Company cannot guarantee that SLR Equipment will be able to maintain consistent dividend payments to us.
+Added: Equipments credit facility, which is non-recourse to the Company, had approximately $111.0 million and $118.0 million of borrowings outstanding at March 31, 2022 and December 31,
+Added: 2021, respectively.
+Added: For the three months ended March 31, 2022 and 2021, SLR Equipment had net income (loss) of $0.6 million and ($0.3) million, respectively, on gross income of $5.2 million and $4.9 million,
+Added: respectively.
+Added: Due to timing and non-cash items, there may be material differences between GAAP net income and cash available for distributions.
+Added: As such, and subject to fluctuations in SLR Equipments
+Added: funded commitments, the timing of originations, and the repayments of financings, the Company cannot guarantee that SLR Equipment will be able to maintain consistent dividend payments to us.
Kingsbridge Holdings, LLC
−Removed: On November 3, 2020, the Company acquired an 87.5% equity interest in Kingsbridge Holdings, LLC (KBH) through KBH Topco LLC
−Removed: (KBHT), a newly formed Delaware corporation.
−Removed: KBH is a residual focused independent mid-ticket lessor of equipment primarily to U.S.
+Added: November 3, 2020, the Company acquired 87.5% of Kingsbridge Holdings, LLC (KBH) through KBH Topco LLC (KBHT), a newly formed Delaware corporation.
+Added: KBH is a residual focused independent
+Added: mid-ticket lessor of equipment primarily to U.S.
investment grade companies.
−Removed: The Company invested
−Removed: $216.6 million to effect the transaction, of which $136.6 million was invested to acquire 87.5% of KBHTs equity and $80.0 million in KBHs debt.
−Removed: The existing management team of KBH committed to continue to lead KBH
−Removed: after the transaction.
−Removed: Post the transaction, the Company owns 87.5% of KBHT equity and the KBH management team owns the remaining 12.5% of KBHTs equity.
−Removed: As of September 30, 2021, KBHT had total assets of $734.6 million.
−Removed: Recourse debt outstanding for KBHT totaled $196.2 million at
−Removed: September 30, 2021.
−Removed: Non-recourse debt outstanding for KBHT totaled $349.0 million at September 30, 2021.
−Removed: As of December 31, 2020, KBHT had total assets of $744.7 million.
−Removed: also had recourse debt outstanding of $219.0 million as well as non-recourse debt outstanding of $335.9 million at December 31, 2020.
−Removed: For the three and nine months ended September 30,
−Removed: 2021, KBHT had net income of $3.2 million and $10.3 million, respectively, on gross income of $60.5 million and $180.1 million, respectively.
−Removed: Due to timing and non-cash items, there
−Removed: may be material differences between GAAP net income and cash available for distributions.
−Removed: As such, and subject to fluctuations in KBHTs funded commitments, the timing of originations, and the repayments of financings, the Company cannot
−Removed: guarantee that KBHT will be able to maintain consistent dividend payments to us.
+Added: The Company invested $216.6 million to effect the transaction, of which $136.6 million was invested to acquire 87.5%
+Added: of KBHTs equity and $80.0 million in KBHs debt.
+Added: The existing management team of KBH committed to continue to lead KBH after the transaction.
+Added: Following the transaction, the Company owns 87.5% of KBHT equity and the KBH
+Added: management team owns the remaining 12.5% of KBHTs equity.
+Added: As of March 31, 2022 and December 31, 2021, KBHT had total
+Added: assets of $729.4 million and $738.4 million, respectively.
+Added: For the same periods, debt recourse to KBHT totaled $221.4 million and $216.9 million, respectively, and non-recourse debt totaled
+Added: $321.2 million and $323.8 million, respectively.
+Added: None of the debt is recourse to the Company.
+Added: For the three months ended March 31, 2022 and 2021, KBHT had net income of $3.4 million and $2.3 million, respectively, on gross
+Added: income of $66.4 million and $58.1 million, respectively.
+Added: Due to timing and non-cash items, there may be material differences between GAAP net income and cash available for distributions.
+Added: such, and subject to fluctuations in KBHTs funded commitments, the timing of originations, and the repayments of financings, the Company cannot guarantee that KBHT will be able to maintain consistent dividend payments to us.
Critical Accounting Policies
20 unchanged sentences
cash payments will be collected.
−Removed: Such non-accrual investments are restored to accrual status if past due principal and interest or dividends are paid in cash, and in managements
−Removed: judgment, are likely to continue timely payment of their remaining interest or dividend obligations.
−Removed: Interest or dividend cash payments received on investments may be recognized as income or
−Removed: applied to principal depending upon managements judgment.
−Removed: Some of our investments may have contractual PIK income.
−Removed: PIK income is computed at the contractual rate, if applicable, and is accrued and reflected as a receivable up to the
−Removed: capitalization date.
−Removed: PIK investments offer issuers the option at each payment date of making payments in cash or in additional securities.
−Removed: When additional securities are received, they typically have the same terms, including maturity dates and
−Removed: interest rates as the original securities issued.
−Removed: On these payment dates, the Company capitalizes the accrued interest or dividends receivable (reflecting such amounts as the basis in the additional securities received).
−Removed: PIK generally becomes due at
−Removed: the maturity of the investment or upon the investment being called by the issuer.
−Removed: At the point the Company believes PIK is not expected to be realized, the PIK investment will be placed on non-accrual status.
−Removed: When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest or dividends is reversed from the related receivable through interest or dividend income, respectively.
−Removed: does not reverse previously capitalized PIK income.
−Removed: Upon capitalization, PIK is subject to the fair value estimates associated with their related investments.
−Removed: PIK investments on non-accrual status are restored
−Removed: to accrual status if the Company again believes that PIK is expected to be realized.
−Removed: Loan origination fees, original issue discount, and market discounts are capitalized and amortized into income using the effective interest method.
−Removed: prepayment of a loan, any unamortized loan origination fees are recorded as interest income.
−Removed: We record prepayment premiums on loans and other investments as interest income when we receive such amounts.
−Removed: Capital structuring fees are recorded as other
−Removed: income when earned.
−Removed: The typically higher yields and interest rates on PIK securities, to the extent we invested, reflects the payment
−Removed: deferral and increased credit risk associated with such instruments and that such investments may represent a significantly higher credit risk than coupon loans.
−Removed: PIK securities may have unreliable valuations because their continuing accruals require
−Removed: continuing judgments about the collectability of the deferred payments and the value of any associated collateral.
+Added: Such non-accrual investments are restored to accrual status if past due principal and interest or dividends are paid in cash, and in managements judgment, are likely to
+Added: continue timely payment of their remaining interest or dividend obligations.
+Added: Interest or dividend cash payments received on investments may be recognized as income or applied to principal depending upon managements judgment.
+Added: investments may have contractual PIK income.
+Added: PIK income computed at the contractual rate, as applicable, is accrued and reflected as a receivable up to the capitalization date.
+Added: PIK investments offer issuers the option at each payment date of making
+Added: payments in cash or in additional securities.
+Added: When additional securities are received, they typically have the same terms, including maturity dates and interest rates as the original securities issued.
+Added: On these payment dates, the Company capitalizes
+Added: the accrued interest or dividends receivable (reflecting such amounts as the basis in the additional securities received).
+Added: PIK generally becomes due at the maturity of the investment or upon the investment being called by the issuer.
+Added: the Company believes PIK is not expected to be realized, the PIK investment will be placed on non-accrual status.
+Added: When a PIK investment is placed on non-accrual status,
+Added: the accrued, uncapitalized interest or dividends is reversed from the related receivable through interest or dividend income, respectively.
+Added: The Company does not reverse previously capitalized PIK income.
+Added: Upon capitalization, PIK is subject to the
+Added: fair value estimates associated with their related investments.
+Added: PIK investments on non-accrual status are restored to accrual status if the Company again believes that PIK is expected to be realized.
+Added: origination fees, original issue discount, and market discounts are capitalized and amortized into income using the effective interest method.
+Added: Upon the prepayment of a loan, any unamortized loan origination fees are recorded as interest income.
+Added: record prepayment premiums on loans and other investments as interest income when we receive such amounts.
+Added: Capital structuring fees are recorded as other income when earned.
+Added: The typically higher yields and interest rates on PIK securities, to the extent we invested, reflects the payment deferral and increased
+Added: credit risk associated with such instruments and that such investments may represent a significantly higher credit risk than coupon loans.
+Added: PIK securities may have unreliable valuations because their continuing accruals require continuing judgments
+Added: about the collectability of the deferred payments and the value of any associated collateral.
PIK income has the effect of generating investment income and increasing the incentive fees payable at a compounding rate.
−Removed: addition, the deferral of PIK income also increases the loan-to-value ratio at a compounding rate.
−Removed: PIK securities create the risk that incentive fees will be paid to the
−Removed: Investment Adviser based on non-cash accruals that ultimately may not be realized, but the Investment Adviser will be under no obligation to reimburse the Company for these fees.
−Removed: For the three and nine months
−Removed: ended September 30, 2021, capitalized PIK income totaled $1.7 million and $5.0 million, respectively.
−Removed: For the three and nine months ended September 30, 2020, capitalized PIK income totaled $1.6 million and $3.0 million,
−Removed: respectively.
+Added: In addition, the deferral of PIK
+Added: income also increases the loan-to-value ratio at a compounding rate.
+Added: PIK securities create the risk that incentive fees will be paid to the Investment Adviser based on non-cash accruals that ultimately may not be realized, but the Investment Adviser will be under no obligation to reimburse the Company for these fees.
+Added: For the three months ended March 31, 2022 and 2021,
+Added: capitalized PIK income totaled $0.7 million and $1.7 million, respectively.
Net Realized Gain or Loss and Net Change in Unrealized Gain or Loss
4 unchanged sentences
Gains or losses on investments are calculated by using the specific identification
−Removed: Investment Corp., a U.S.
corporation, has elected to be treated, and intends to qualify annually, as a RIC under Subchapter M of the Code.
In order to qualify for U.S.
−Removed: federal income taxation as a RIC, the Company is required, among other things, to
−Removed: timely distribute to its stockholders at least 90% of investment company taxable income, as defined by the Code, for each year.
−Removed: Depending on the level of taxable income earned in a given tax year, we may choose to carry forward taxable income in
−Removed: excess of current year distributions into the next tax year and pay a nondeductible 4% U.S.
+Added: federal income taxation as a RIC, the Company is required, among other things, to timely distribute
+Added: to its stockholders at least 90% of investment company taxable income, as defined by the Code, for each year.
+Added: Depending on the level of taxable income earned in a given tax year, we may choose to carry forward taxable income in excess of current
+Added: year distributions into the next tax year and pay a nondeductible 4% U.S.
federal excise tax on such income, as required.
−Removed: To the extent that the Company determines that its estimated current year annual taxable income will be in
−Removed: excess of estimated current year distributions, the Company accrues an estimated excise tax, if any, on estimated excess taxable income.
−Removed: Accounting Pronouncements
−Removed: In March 2020, the FASB issued Accounting Standards Update
−Removed: 2020-04, Reference Rate Reform (Topic 848):
−Removed: Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The guidance provides optional expedients and exceptions for
−Removed: applying GAAP to contract modifications, hedging relationships and other transactions, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued because of the reference rate reform.
−Removed: ASU 2020-04 is effective for all entities as of March 12, 2020 through December 31, 2022.
−Removed: The Company is evaluating the potential impact that the adoption of this guidance will have on the Companys
−Removed: financial statements.
+Added: To the extent that the Company determines that its estimated current year annual taxable income will be in excess of estimated
+Added: current year distributions, the Company accrues an estimated excise tax, if any, on estimated excess taxable income.
+Added: Recent Accounting Pronouncements
+Added: In March 2020, the FASB issued Accounting Standards Update No.
+Added: 2020-04, Reference
+Added: Rate Reform (Topic 848):
+Added: Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The guidance provides optional expedients and exceptions for applying GAAP to contract modifications, hedging relationships and other
+Added: transactions, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued because of the reference rate reform.
+Added: ASU 2020-04 is effective for all entities as
+Added: of March 12, 2020 through December 31, 2022.
+Added: The Company is evaluating the potential impact that the adoption of this guidance will have on the Companys financial statements.
RESULTS OF OPERATIONS
−Removed: Results comparisons are for the three and nine months ended September 30, 2021 and September 30, 2020:
+Added: comparisons are for the three months ended March 31, 2022 and March 31, 2021:
Investment Income
−Removed: For the three and nine
−Removed: months ended September 30, 2021, gross investment income totaled $32.2 million and $103.6 million, respectively.
−Removed: For the three and nine months ended September 30, 2020, gross investment income totaled $28.9 million and
−Removed: $90.4 million, respectively.
−Removed: The increase in gross investment income for the year over year three and nine month periods was primarily due to growth in the income producing portfolio.
+Added: For the three months ended March 31, 2022 and 2021, gross investment income totaled $33.0 million and $35.9 million,
+Added: respectively.
+Added: The decrease in gross investment income for the year over year three month periods was primarily due to a reduction in non-recurring fee and other miscellaneous income.
Expenses totaled
−Removed: $17.2 million and $57.6 million, respectively, for the three and nine months ended September 30, 2021, of which $7.8 million and $29.3 million, respectively, were base management fees and performance-based incentive fees and
+Added: $19.5 million and $20.4 million, respectively, for the three months ended March 31, 2022 and 2021, of which $7.2 million and $10.7 million, respectively, were base management fees and performance-based incentive fees and
$8.3 million and $7.2 million, respectively, were interest and other credit facility expenses.
−Removed: Other general and administrative expenses totaled $2.2 million and $6.8 million, respectively, for the three and nine months ended
−Removed: September 30, 2021.
−Removed: Expenses totaled $14.6 million and $46.1 million, respectively, for the three and nine months ended September 30, 2020, of which $6.2 million and $19.9 million, respectively, were base management
−Removed: fees and performance-based incentive fees and $6.5 million and $20.2 million, respectively, were interest and other credit facility expenses.
−Removed: Other general and administrative expenses totaled $1.9 million and $6.0 million,
−Removed: respectively, for the three and nine months ended September 30, 2020.
−Removed: Expenses generally consist of management and performance-based incentive fees, interest and other credit facility expenses, administrative services fees, insurance expenses,
−Removed: legal fees, directors fees, transfer agency fees, printing and proxy expenses, audit and tax services expenses, and other general and administrative expenses.
−Removed: Interest and other credit facility expenses generally consist of interest, unused
−Removed: fees, agency fees and loan origination fees, if any, among others.
−Removed: The increase in expenses for the three and nine months ended September 30, 2021 versus the three and nine months ended September 30, 2020 was primarily driven by a larger
−Removed: income producing investment portfolio on average, which resulted in higher management and incentive fees as well as higher interest costs.
−Removed: Investment Income
−Removed: The Companys net investment income totaled $15.0 million and $46.0 million, or $0.36 and $1.09, per
−Removed: average share, respectively, for the three and nine months ended September 30, 2021.
−Removed: The Companys net investment income totaled $14.3 million and $44.3 million, or $0.34 and $1.05, per average share, respectively, for the three
−Removed: and nine months ended September 30, 2020.
+Added: Administrative services and other general and administrative expenses totaled $4.0 million and $2.5 million, respectively, for the
+Added: three months ended March 31, 2022 and 2021.
+Added: Expenses generally consist of management and performance-based incentive fees, interest and other credit facility expenses, administrative services fees, insurance expenses, legal fees,
+Added: directors fees, transfer agency fees, printing and proxy expenses, audit and tax services expenses, and other general and administrative expenses.
+Added: Interest and other credit facility expenses generally consist of interest, unused fees, agency
+Added: fees and loan origination fees, if any, among others.
+Added: The decrease in expenses for the three months ended March 31, 2022 versus the three months ended March 31, 2021 was primarily due to the reduction in incentive fees.
+Added: offsetting the decrease were higher general and administrative expenses of approximately $1.5 million related to the Mergers.
+Added: Net Investment
+Added: The Companys net investment income totaled $13.5 million and $15.5 million, or $0.32 and $0.37, per average
+Added: share, respectively, for the three months ended March 31, 2022 and 2021.
Net Realized Gain (Loss)
The Company had investment sales and prepayments totaling approximately $101 million and $67 million, respectively, for the three
−Removed: and nine months ended September 30, 2021.
+Added: months ended March 31, 2022 and 2021.
Net realized gains (losses) over the same periods were $0.03 million and ($0.4) million, respectively.
−Removed: The Company had investment sales and prepayments totaling approximately $60 million and
−Removed: $289 million, respectively, for the three and nine months ended September 30, 2020.
−Removed: Net realized losses over the same periods were $0.3 million and $25.0 million, respectively.
−Removed: Net realized losses for the three months ended
−Removed: September 30, 2021 were generally related to the exit of our warrant position in Scynexis, Inc.
−Removed: Net realized gains for the nine months ended September 30, 2021 were generally related to the exit of our warrant position in PQ Bypass, Inc.,
−Removed: partially offset by losses from the sale of our legacy investment in B.
−Removed: Riley Financial, Inc and exit of our warrant position in Scynexis, Inc.
−Removed: Net realized losses for the three month period ended September 30, 2020 was primarily related to the
−Removed: termination of warrants.
−Removed: Net realized losses for the nine month period ended September 30, 2020 were primarily related to the exit of our investment in IHS Intermediate, Inc.
+Added: Net realized gain for the three months ended March 31, 2022 was de minimis.
+Added: losses for the three months ended March 31, 2021 were generally related to the sale of our legacy investment in B.
+Added: Riley Financial, Inc.
Net Change in Unrealized Gain (Loss)
−Removed: the three and nine months ended September 30, 2021, net change in unrealized gain (loss) on the Companys assets and liabilities totaled ($1.5) million and $7.4 million, respectively.
−Removed: For the three and nine months ended
−Removed: September 30, 2020, net change in unrealized gain (loss) on the Companys assets and liabilities totaled $4.6 million and ($22.1) million, respectively.
−Removed: Net unrealized loss for the three months ended September 30, 2021 is
−Removed: primarily due to depreciation in the value of our investments in American Teleconferencing Services, Ltd., PhyMed Management LLC and Rug Doctor, among others, partially offset by appreciation in the value of our investments in KBH Topco, LLC and SLR
−Removed: Credit Solutions, among others.
−Removed: Net unrealized gain for the nine months ended September 30, 2021 was primarily due to appreciation in the value our investments in KBH Topco, LLC, SLR Credit Solutions, and Senseonics Holdings, Inc., among
−Removed: others, partially offset by depreciation in the value of our investments in American Teleconferencing Services, Ltd., Rug Doctor and SOAGG, LLC, among others.
−Removed: Net unrealized gain for the three months ended September 30, 2020 is primarily due to
−Removed: appreciation in the value of our investments in NEF Holdings LLC, Crystal Financial LLC and PhyMed Management LLC, among others, partially offset by appreciation on our 2022 Unsecured Notes.
−Removed: Net unrealized loss for the nine months ended
−Removed: September 30, 2020 is primarily due to depreciation in the value of our investments in NEF Holdings LLC, Rug
−Removed: Doctor, Crystal Financial LLC, PhyMed Management LLC and Bishop Lifting Products, Inc., among others, partially offset by the reversal of previously recognized unrealized depreciation in the
−Removed: value of our investment in IHS Intermediate, Inc.
−Removed: as well as depreciation on our 2022 Unsecured Notes.
−Removed: Net Increase (Decrease) in Net Assets From
−Removed: For the three and nine months ended September 30, 2021, the Company had a net increase in net assets resulting from
−Removed: operations of $13.4 million and $53.4 million, respectively.
+Added: For the three months ended March 31, 2022 and 2021, net change in unrealized gain (loss) on the Companys assets and liabilities
+Added: totaled ($12.0) million and $6.4 million, respectively.
+Added: Net unrealized loss for the three months ended March 31, 2022 is primarily due to depreciation in the value of our investments in PhyMed Management LLC and Rug Doctor LLC, among
+Added: others, partially offset by appreciation in the value of our investments in KBH Topco, LLC, SOC Telemed, Inc.
+Added: and Cerapedics, Inc., among others.
+Added: Net unrealized gain for the three months ended March 31, 2021 is primarily due to the reversal of
+Added: previously recognized depreciation in our investment in B.
+Added: Riley Financial, Inc.
+Added: as well as appreciation in the value of our investments in Genmark Diagnostics, Inc., SLR Credit and Senseonics Holdings, Inc., among others, partially offset by the
+Added: reversal of previously recognized appreciation in our investment in Cardiva Medical, Inc.
+Added: as well as depreciation in the value of our investment in SOAGG, LLC, among others.
+Added: Net Increase in Net Assets From Operations
+Added: For the three months ended March 31, 2022 and 2021, the Company had a net increase in net assets resulting from operations of
+Added: $1.5 million and $21.5 million, respectively.
For the same periods, earnings per average share were $0.04 and $0.51, respectively.
−Removed: For the three and nine months ended September 30, 2020, the Company had a net increase
−Removed: (decrease) in net assets resulting from operations of $18.6 million and ($2.8) million, respectively.
−Removed: For the same periods, earnings (loss) per average share were $0.44 and ($0.07), respectively.
−Removed: LIQUIDITY AND CAPITAL RESOURCES
−Removed: Companys liquidity and capital resources are generated and generally available through its Credit Facility, the 2022 Unsecured Notes, the 2022 Tranche C Notes, the NEFPASS Facility, the 2023 Unsecured Notes, the 2024 Unsecured Notes, the 2026
−Removed: Unsecured Notes and the 2027 Unsecured Notes (collectively the Credit Facilities), through cash flows from operations, investment sales, prepayments of senior and subordinated loans, income earned on investments and cash equivalents, and
−Removed: periodic follow-on equity and/or debt offerings.
−Removed: As of September 30, 2021, we had a total of $448.3 million of unused borrowing capacity under the Credit Facilities, subject to borrowing base limits.
−Removed: We may from time to time issue equity and/or debt securities in either public or private offerings.
−Removed: The issuance of such securities will
−Removed: depend on future market conditions, funding needs and other factors and there can be no assurance that any such issuance will occur or be successful.
−Removed: The primary uses of existing funds and any funds raised in the future is expected to be for
−Removed: investments in portfolio companies, repayment of indebtedness, cash distributions to our stockholders, or for other general corporate purposes.
−Removed: On September 14, 2021, the Company closed a private offering of $50,000 of the 2027 Unsecured Notes with a fixed interest rate of 2.95%
−Removed: and a maturity date of March 14, 2027.
+Added: AND CAPITAL RESOURCES
+Added: The Companys liquidity and capital resources are generated and generally available through its Credit
+Added: Facility (as defined below), the 2022 Unsecured Notes, the 2022 Tranche C Notes, the 2023 Unsecured Notes, the 2024 Unsecured Notes, the 2026 Unsecured Notes, the 2027 Unsecured Notes and the 2027 Series F Unsecured Notes, through cash flows from
+Added: operations, investment sales, prepayments of senior and subordinated loans, income earned on investments and cash equivalents, and periodic follow-on equity and/or debt offerings.
+Added: As of March 31, 2022, we
+Added: had a total of $516.0 million of unused borrowing capacity under the Credit Facility, subject to borrowing base limits.
+Added: time to time issue equity and/or debt securities in either public or private offerings.
+Added: The issuance of such securities will depend on future market conditions, funding needs and other factors and there can be no assurance that any such issuance
+Added: will occur or be successful.
+Added: The primary uses of existing funds and any funds raised in the future is expected to be for investments in portfolio companies, repayment of indebtedness, cash distributions to our stockholders, or for other general
+Added: corporate purposes.
+Added: On January 6, 2022, the Company closed a private offering of $135 million of the 2027 Series F Unsecured
+Added: Notes with a fixed interest rate of 3.33% and a maturity date of January 6, 2027.
+Added: Interest on the 2027 Series F Unsecured Notes is due semi-annually on January 6 and July 6.
+Added: The 2027 Series F Unsecured Notes were issued in a private
+Added: placement only to qualified institutional buyers.
+Added: On December 28, 2021, the Company closed on Amendment No.
+Added: August 28, 2019 senior secured credit agreement (the Credit Facility).
+Added: Following the amendment, the Credit Facility is composed of $600 million of revolving credit and $100 million of term loans.
+Added: Borrowings generally bear
+Added: interest at a rate per annum equal to the base rate plus a range of 1.75%-2.00% or the alternate base rate plus 0.75%-1.00%.
+Added: The Credit Facility has a 0% floor and
+Added: matures in December 2026 and includes ratable amortization in the final year.
+Added: On September 14, 2021, the Company closed a private
+Added: offering of $50 million of the 2027 Unsecured Notes with a fixed interest rate of 2.95% and a maturity date of March 14, 2027.
Interest on the 2027 Unsecured Notes is due semi-annually on March 14 and September 14.
−Removed: The 2027 Unsecured Notes were issued in a private placement only to qualified institutional buyers.
−Removed: On February 12, 2020, a new lender to the Company executed a commitment increase to our Credit Facility providing for an additional
−Removed: $75.0 million of revolving credit, bringing our Credit Facilitys total revolving credit capacity to $545.0 million.
−Removed: December 18, 2019, the Company closed a private offering of $125 million of the 2024 Unsecured Notes with a fixed interest rate of 4.20% and a maturity date of December 15, 2024.
−Removed: Interest on the 2024 Unsecured Notes is due
−Removed: semi-annually on June 15 and December 15.
−Removed: The 2024 Unsecured Notes were issued in a private placement only to qualified institutional buyers.
−Removed: On December 18, 2019, the Company closed a private offering of $75 million of the 2026 Unsecured Notes with a fixed interest rate of
−Removed: 4.375% and a maturity date of December 15, 2026.
+Added: The 2027 Unsecured
+Added: Notes were issued in a private placement only to qualified institutional buyers.
+Added: On December 18, 2019, the Company closed a private
+Added: offering of $125 million of the 2024 Unsecured Notes with a fixed interest rate of 4.20% and a maturity date of December 15, 2024.
Interest on the 2024 Unsecured Notes is due semi-annually on June 15 and December 15.
−Removed: The 2026 Unsecured Notes were issued in a private placement only to qualified institutional buyers.
−Removed: On August 28, 2019, the Company repaid its existing senior secured credit agreement due September 2021 and entered into the new senior
−Removed: secured credit agreement (the Credit Facility).
−Removed: The Credit Facility was originally composed of $470 million of revolving credit and $75 million of term loans.
−Removed: Borrowings generally bear interest at a rate per annum equal to the
−Removed: base rate plus a range of 2.00-2.25% or the alternate base rate plus 1.00%-1.25%.
−Removed: The Credit Facility has no LIBOR floor requirement.
−Removed: The Credit Facility matures in
−Removed: August 2024 and includes ratable amortization in the final year.
−Removed: On December 28, 2017, the Company closed a private offering of
−Removed: $21 million of the 2022 Tranche C Notes with a fixed interest rate of 4.50% and a maturity date of December 28, 2022.
+Added: Unsecured Notes were issued in a private placement only to qualified institutional buyers.
+Added: On December 18, 2019, the Company closed
+Added: a private offering of $75 million of the 2026 Unsecured Notes with a fixed interest rate of 4.375% and a maturity date of December 15, 2026.
+Added: Interest on the 2026 Unsecured Notes is due semi-annually on June 15 and December 15.
+Added: 2026 Unsecured Notes were issued in a private placement only to qualified institutional buyers.
+Added: On December 28, 2017, the Company
+Added: closed a private offering of $21 million of the 2022 Tranche C Notes with a fixed interest rate of 4.50% and a maturity date of December 28, 2022.
Interest on the 2022 Tranche C Notes is due semi-annually on June 28 and December 28.
−Removed: The 2022 Tranche C Notes were
−Removed: issued in a private placement only to qualified institutional buyers.
−Removed: On November 22, 2017, we issued $75 million in aggregate
−Removed: principal amount of publicly registered 2023 Unsecured Notes for net proceeds of $73.8 million.
−Removed: Interest on the 2023 Unsecured Notes is paid semi-annually on January 20 and July 20, at a fixed rate of 4.50% per year, commencing on
−Removed: January 20, 2018.
+Added: The 2022 Tranche C Notes were issued in a private placement only to qualified institutional buyers.
+Added: On November 22, 2017, we issued
+Added: $75 million in aggregate principal amount of publicly registered 2023 Unsecured Notes for net proceeds of $73.8 million.
+Added: Interest on the 2023 Unsecured Notes is paid semi-annually on January 20 and July 20, at a fixed rate of
+Added: 4.50% per year, commencing on January 20, 2018.
The 2023 Unsecured Notes mature on January 20, 2023.
−Removed: On February 15, 2017, the Company closed a private
−Removed: offering of $100 million of the 2022 Unsecured Notes with a fixed interest rate of 4.60% and a maturity date of May 8, 2022.
−Removed: Interest on the 2022 Unsecured Notes is due semi-annually on May 8 and November 8.
−Removed: The 2022 Unsecured
−Removed: Notes were issued in a private placement only to qualified institutional buyers.
−Removed: On November 8, 2016, the Company closed a private
−Removed: offering of $50 million of the 2022 Unsecured Notes with a fixed interest rate of 4.40% and a maturity date of May 8, 2022.
+Added: On February 15, 2017,
+Added: the Company closed a private offering of $100 million of the 2022 Unsecured Notes with a fixed interest rate of 4.60% and a maturity date of May 8, 2022.
+Added: Interest on the 2022 Unsecured Notes is due semi-annually on May 8 and
+Added: The 2022 Unsecured Notes were issued in a private placement only to qualified institutional buyers.
+Added: On November 8, 2016, the Company closed a private offering of $50 million of the
+Added: 2022 Unsecured Notes with a fixed interest rate of 4.40% and a maturity date of May 8, 2022.
Interest on the 2022 Unsecured Notes is due semi-annually on May 8 and November 8.
−Removed: The 2022 Unsecured
−Removed: Notes were issued in a private placement only to qualified institutional buyers.
−Removed: On January 11, 2013, the Company closed its most recent
−Removed: follow-on public equity offering of 6.3 million shares of common stock raising approximately $146.9 million in net proceeds.
+Added: The 2022 Unsecured Notes were issued in a private
+Added: placement only to qualified institutional buyers.
+Added: On January 11, 2013, the Company closed its most recent follow-on public equity offering of 6.3 million shares of common stock raising approximately $146.9 million in net proceeds.
The primary uses of the funds raised were for investments in portfolio
11 unchanged sentences
quarter and typically close out the position on a net cash basis subsequent to quarter end.
−Removed: We may also utilize repurchase agreements or other balance sheet transactions, including drawing down on our credit facilities, as deemed appropriate.
+Added: We may also utilize repurchase agreements or other balance sheet transactions, including drawing down on the Credit Facility, as deemed appropriate.
amount of these transactions or such drawn cash for this purpose is excluded from total assets for purposes of computing the asset base upon which the management fee is determined.
We held approximately $580 million in cash equivalents as of
−Removed: September 30, 2021.
+Added: March 31, 2022.
Unsecured Notes
−Removed: September 14, 2021, the Company closed a private offering of $50,000 of the 2027 Unsecured Notes with a fixed interest rate of 2.95% and a maturity date of March 14, 2027.
−Removed: Interest on the 2027 Unsecured Notes is due semi-annually on
−Removed: March 14 and September 14.
−Removed: The 2027 Unsecured Notes were issued in a private placement only to qualified institutional buyers.
−Removed: December 18, 2019, the Company closed a private offering of $125 million of the 2024 Unsecured Notes with a fixed interest rate of 4.20% and a maturity date of December 15, 2024.
−Removed: Interest on the 2024 Unsecured Notes is due
−Removed: semi-annually on June 15 and December 15.
+Added: January 6, 2022, the Company closed a private offering of $135 million of the 2027 Series F Unsecured Notes with a fixed interest rate of 3.33% and a maturity date of January 6, 2027.
+Added: Interest on the 2027 Series F Unsecured Notes is
+Added: due semi-annually on January 6 and July 6.
+Added: The 2027 Series F Unsecured Notes were issued in a private placement only to qualified institutional buyers.
+Added: On September 14, 2021, the Company closed a private offering of $50 million of the 2027 Unsecured Notes with a fixed interest rate
+Added: of 2.95% and a maturity date of March 14, 2027.
+Added: Interest on the 2027 Unsecured Notes is due semi-annually on March 14 and September 14.
The 2027 Unsecured Notes were issued in a private placement only to qualified institutional buyers.
−Removed: On December 18, 2019, the Company closed a private offering of $75 million of the 2026 Unsecured Notes with a fixed interest rate of
−Removed: 4.375% and a maturity date of December 15, 2026.
+Added: On December 18, 2019, the Company closed a private offering of $125 million of the 2024 Unsecured Notes with a fixed interest
+Added: rate of 4.20% and a maturity date of December 15, 2024.
Interest on the 2024 Unsecured Notes is due semi-annually on June 15 and December 15.
−Removed: The 2026 Unsecured Notes were issued in a private placement only to qualified institutional buyers.
−Removed: On December 28, 2017, the Company closed a private offering of $21 million of the 2022 Tranche C Notes with a fixed interest rate of
−Removed: 4.50% and a maturity date of December 28, 2022.
+Added: The 2024 Unsecured Notes were issued in a private placement only to qualified institutional
+Added: On December 18, 2019, the Company closed a private offering of $75 million of the 2026 Unsecured Notes with a fixed
+Added: interest rate of 4.375% and a maturity date of December 15, 2026.
+Added: Interest on the 2026 Unsecured Notes is due semi-annually on June 15 and December 15.
+Added: The 2026 Unsecured Notes were issued in a private placement only to qualified
+Added: institutional buyers.
+Added: On December 28, 2017, the Company closed a private offering of $21 million of the 2022 Tranche C Notes
+Added: with a fixed interest rate of 4.50% and a maturity date of December 28, 2022.
Interest on the 2022 Tranche C Notes is due semi-annually on June 28 and December 28.
−Removed: The 2022 Tranche C Notes were issued in a private placement only to qualified institutional buyers.
−Removed: On November 22, 2017, we issued $75 million in aggregate principal amount of publicly registered 2023 Unsecured Notes for net
−Removed: proceeds of $73.8 million.
+Added: The 2022 Tranche C Notes were issued in a private placement only to
+Added: qualified institutional buyers.
+Added: On November 22, 2017, we issued $75 million in aggregate principal amount of publicly
+Added: registered 2023 Unsecured Notes for net proceeds of $73.8 million.
Interest on the 2023 Unsecured Notes is paid semi-annually on January 20 and July 20, at a fixed rate of 4.50% per year, commencing on January 20, 2018.
−Removed: The 2023 Unsecured Notes mature on
−Removed: January 20, 2023.
−Removed: On February 15, 2017, the Company closed a private offering of $100 million of the 2022 Unsecured Notes
−Removed: with a fixed interest rate of 4.60% and a maturity date of May 8, 2022.
+Added: Unsecured Notes mature on January 20, 2023.
+Added: On February 15, 2017, the Company closed a private offering of $100 million of
+Added: the 2022 Unsecured Notes with a fixed interest rate of 4.60% and a maturity date of May 8, 2022.
Interest on the 2022 Unsecured Notes is due semi-annually on May 8 and November 8.
−Removed: The 2022 Unsecured Notes were issued in a private placement only to qualified
−Removed: institutional buyers.
−Removed: On November 8, 2016, the Company closed a private offering of $50 million of the 2022 Unsecured Notes
−Removed: with a fixed interest rate of 4.40% and a maturity date of May 8, 2022.
+Added: The 2022 Unsecured Notes were issued in a private
+Added: placement only to qualified institutional buyers.
+Added: On November 8, 2016, the Company closed a private offering of $50 million of
+Added: the 2022 Unsecured Notes with a fixed interest rate of 4.40% and a maturity date of May 8, 2022.
Interest on the 2022 Unsecured Notes is due semi-annually on May 8 and November 8.
−Removed: The 2022 Unsecured Notes were issued in a private placement only to qualified
−Removed: institutional buyers.
−Removed: Revolving & Term Loan Facilities
−Removed: On August 28, 2019, the Company repaid its existing senior secured credit agreement due September 2021 and entered into the new Credit
−Removed: The Credit Facility was originally composed of $470 million of revolving credit and $75 million of term loans.
−Removed: On February 12, 2020, a new lender to the Company executed a commitment increase to our Credit Facility providing
−Removed: for an additional $75.0 million of revolving credit, bringing our Credit Facilitys total revolving credit capacity to $545.0 million.
−Removed: Borrowings generally bear interest at a rate per annum equal to the base rate plus a range of 2.00-2.25% or the alternate base rate plus 1.00%-1.25%.
−Removed: The Credit Facility has no LIBOR floor requirement.
−Removed: The Credit Facility matures in August 2024 and includes ratable
−Removed: amortization in the final year.
−Removed: The Credit Facility may be increased up to $800 million with additional new lenders or an increase in commitments from current lenders.
−Removed: The Credit Facility contains certain customary affirmative and negative
−Removed: covenants and events of default.
−Removed: In addition, the Credit Facility contains certain financial covenants that among other things, requires the Company to maintain a minimum shareholders equity and a minimum asset coverage ratio.
−Removed: September 30, 2021, outstanding USD equivalent borrowings under the Credit Facility totaled $193.5 million, composed of $118.5 million of revolving credit and $75.0 million of term loans.
−Removed: On September 26, 2018, NEFPASS SPV LLC, a newly formed wholly-owned subsidiary of
−Removed: NEFPASS LLC, as borrower entered into the NEFPASS Facility with Keybank acting as administrative agent.
−Removed: The Company acts as servicer under the NEFPASS Facility.
−Removed: The NEFPASS Facility is scheduled to mature on September 26, 2023.
−Removed: Facility generally bears interest at a rate of LIBOR plus 2.15%.
−Removed: NEFPASS and NEFPASS SPV LLC, as applicable, have made certain customary representations and warranties, and are required to comply with various covenants, including leverage
−Removed: restrictions, reporting requirements and other customary requirements for similar credit facilities.
−Removed: The NEFPASS Facility also includes usual and customary events of default for credit facilities of this nature.
−Removed: There were $28.2 million of
−Removed: borrowings outstanding as of September 30, 2021.
−Removed: Certain covenants on our issued debt may restrict our business activities,
−Removed: including limitations that could hinder our ability to finance additional loans and investments or to make the distributions required to maintain our status as a RIC under Subchapter M of the Code.
−Removed: At September 30, 2021, the Company was in
−Removed: compliance with all financial and operational covenants required by our Credit Facilities.
+Added: The 2022 Unsecured Notes were issued in a private
+Added: placement only to qualified institutional buyers.
+Added: Revolving & Term Loan Facility
+Added: On December 28, 2021, the Company closed on Amendment No.
+Added: 1 to the Credit Facility.
+Added: Following the amendment, the Credit Facility is
+Added: composed of $600 million of revolving credit and $100 million of term loans.
+Added: Borrowings generally bear interest at a rate per annum equal to the base rate plus a range of 1.75%-2.00% or the alternate
+Added: base rate plus 0.75%-1.00%.
+Added: The Credit Facility has a 0% floor and matures in December 2026 and includes ratable amortization in the final year.
+Added: The Credit Facility may be increased up to $800 million
+Added: with additional new lenders or an increase in commitments from current lenders.
+Added: The Credit Facility contains certain customary affirmative and negative covenants and events of default.
+Added: In addition, the Credit Facility contains certain financial
+Added: covenants that among other things, requires the Company to maintain a minimum shareholders equity and a minimum asset coverage ratio.
+Added: At March 31, 2022, outstanding USD equivalent borrowings under the Credit Facility totaled
+Added: $184.0 million, composed of $84.0 million of revolving credit and $100.0 million of term loans.
+Added: Certain covenants on our issued debt may restrict our business activities, including
+Added: limitations that could hinder our ability to finance additional loans and investments or to make the distributions required to maintain our status as a RIC under Subchapter M of the Code.
+Added: At March 31, 2022, the Company was in compliance with
+Added: all financial and operational covenants required by the Debt Instruments.
Contractual Obligations
−Removed: A summary of our significant contractual payment obligations is as follows as of September 30, 2021:
+Added: A summary of our significant contractual payment obligations is as follows as of March 31, 2022:
Payments Due by Period (in millions)
−Removed: Revolving credit facilities(1)
+Added: Revolving credit facility (1)
Unsecured senior notes
−Removed: As of September 30, 2021, we had a total of $448.3 million of unused borrowing capacity under our
+Added: As of March 31, 2022, we had a total of $516.0 million of unused borrowing capacity under our
revolving credit facilities, subject to borrowing base limits.
8 unchanged sentences
we would also be exposed to typical risks associated with leverage, including an increased risk of loss.
+Added: We have also entered into two
+Added: contracts under which we have future commitments:
+Added: the Advisory Agreement, pursuant to which the Investment Adviser has agreed to serve as our investment adviser, and the Administration Agreement, pursuant to which the Administrator has agreed to
+Added: furnish us with the facilities and administrative services necessary to conduct our day-to-day operations and provide on our behalf managerial assistance to those
+Added: portfolio companies to which we are required to provide such assistance.
+Added: Payments under the Advisory Agreement are equal to (1) a percentage of the value of our average gross assets and (2) a
+Added: two-part incentive fee.
+Added: Payments under the Administration Agreement are equal to an amount based upon our allocable portion of the Administrators overhead in performing its obligations under the
+Added: Administration Agreement, including rent, technology systems, insurance and our allocable portion of the costs of our chief financial officer and chief compliance officer and their respective staffs.
+Added: Either party may terminate each of the
+Added: Advisory Agreement and administration agreement without penalty upon 60 days written notice to the other.
+Added: See note 3 to our Consolidated Financial Statements.
+Added: On July 31, 2017, the Company, NEFPASS LLC and NEFCORP LLC entered into a servicing agreement.
+Added: NEFCORP LLC was engaged to provide NEFPASS
+Added: LLC with administrative services related to the loans and capital leases held by NEFPASS LLC.
+Added: NEFPASS LLC may terminate this agreement upon 30 days written notice to NEFCORP LLC.
Senior Securities
−Removed: Information about our senior securities is shown in the following table (in thousands) as of the quarter ended September 30,
−Removed: 2021 and each year ended December 31 for the past ten years, unless otherwise noted.
+Added: Information about our senior securities is shown in the following table (in thousands) as of the quarter ended March 31, 2022 and each
+Added: year ended December 31 for the past ten years, unless otherwise noted.
The indicates information which the SEC expressly does not require to be disclosed for certain types of senior securities.
2 unchanged sentences
Revolving Credit Facility
−Removed: Fiscal 2021 (through September 30, 2021)
−Removed: Class and Year
−Removed: Outstanding(1)
+Added: Fiscal 2022 (through March 31, 2022)
2022 Unsecured Notes
−Removed: Fiscal 2021 (through September 30, 2021)
+Added: Fiscal 2022 (through March 31, 2022)
2022 Tranche C Notes
−Removed: Fiscal 2021 (through September 30, 2021)
+Added: Fiscal 2022 (through March 31, 2022)
2023 Unsecured Notes
−Removed: Fiscal 2021 (through September 30, 2021)
+Added: Fiscal 2022 (through March 31, 2022)
2024 Unsecured Notes
−Removed: Fiscal 2021 (through September 30, 2021)
+Added: Fiscal 2022 (through March 31, 2022)
2026 Unsecured Notes
−Removed: Fiscal 2021 (through September 30, 2021)
+Added: Fiscal 2022 (through March 31, 2022)
2027 Unsecured Notes
−Removed: Fiscal 2021 (through September 30, 2021)
+Added: Fiscal 2022 (through March 31, 2022)
+Added: 2027 Series F Unsecured Notes
+Added: Fiscal 2022 (through March 31, 2022)
2042 Unsecured Notes
Senior Secured Notes
−Removed: Fiscal 2021 (through September 30, 2021)
Class and Year
Outstanding(1)
+Added: Fiscal 2022 (through March 31, 2022)
NEFPASS Facility
−Removed: Fiscal 2021 (through September 30, 2021)
SSLP Facility
Total Senior Securities
−Removed: Fiscal 2021 (through September 30, 2021)
+Added: Fiscal 2022 (through March 31, 2022)
Total amount of each class of senior securities outstanding (in thousands) at the end of the period presented.
4 unchanged sentences
In order to determine the specific Asset Coverage Per Unit for each class of debt, the total Asset Coverage Per Unit is allocated based on the amount outstanding in each class of debt at the end of the period.
−Removed: September 30, 2021, asset coverage was 218.9%.
+Added: As of March 31,
+Added: 2022, asset coverage was 201.4%.
The amount to which such class of senior security would be entitled upon the involuntary liquidation of the
4 unchanged sentences
The average market value for the fiscal 2016, 2015, 2014, 2013 and 2012 periods was $100,175, $98,196, $94,301, $93,392, and $92,302, respectively.
−Removed: We have also entered into two contracts under which we have future commitments:
−Removed: the Advisory Agreement, pursuant to which SLR Capital
−Removed: Partners, LLC has agreed to serve as our investment adviser, and the Administration Agreement, pursuant to which the Administrator has agreed to furnish us with the facilities and administrative services necessary to conduct our day-to-day operations and provide on our behalf managerial assistance to those portfolio companies to which we are required to provide such assistance.
−Removed: Payments under the
−Removed: Advisory Agreement are equal to (1) a percentage of the value of our average gross assets and (2) a two-part incentive fee.
−Removed: Payments under the Administration Agreement are equal to an amount based
−Removed: upon our allocable portion of the Administrators overhead in performing its obligations under the Administration Agreement, including rent, technology systems, insurance and our allocable portion of the costs of our chief financial
−Removed: officer and chief compliance officer and their respective staffs.
−Removed: Either party may terminate each of the Advisory Agreement and administration agreement without penalty upon 60 days written notice to the other.
−Removed: See note 3 to our
−Removed: Consolidated Financial Statements.
−Removed: On July 31, 2017, the Company, NEFPASS LLC and NEFCORP LLC entered into a servicing agreement.
−Removed: NEFCORP LLC was engaged to provide NEFPASS LLC with administrative services related to the loans and capital leases held by NEFPASS LLC.
−Removed: NEFPASS LLC may terminate this agreement upon 30 days written notice to NEFCORP LLC.
Off-Balance Sheet Arrangements
3 unchanged sentences
These unfunded capital
−Removed: commitments always take into account the Companys liquidity and cash available for investment, prudent portfolio management of issuer diversification, and other considerations.
−Removed: Accordingly, the Company had the following unfunded capital
−Removed: commitments at September 30, 2021 and December 31, 2020, respectively:
−Removed: September 30,
+Added: commitments always take into account the Companys liquidity and cash available for investment, portfolio and issuer diversification, and other considerations.
+Added: Accordingly, the Company had the following unfunded capital commitments at
+Added: March 31, 2022 and December 31, 2021, respectively:
(in millions)
SLR Credit Solutions*
−Removed: NAC Holdings Corporation
+Added: Arcutis Biotherapeutics, Inc.
+Added: BridgeBio Pharma, Inc.
CC SAG Holdings Corp.
1 unchanged sentence
Inszone Mid, LLC
−Removed: Smile Doctors LLC
−Removed: SOC Telemed, Inc.
−Removed: Stryten Energy LLC
+Added: Vapotherm, Inc.
+Added: Ardelyx, Inc.
One Touch Direct, LLC
−Removed: Rezolute, Inc.
−Removed: SLR Equipment Finance
−Removed: Neuronetics, Inc.
+Added: Ivy Fertility Services, LLC
+Added: SOC Telemed, Inc.
Maurices, Incorporated
+Added: NAC Holdings Corporation
Atria Wealth Solutions, Inc.
+Added: Rezolute, Inc.
+Added: Basic Fun, Inc.
Kid Distro Holdings, LLC
1 unchanged sentence
Foundation Consumer Brands, LLC
−Removed: Ultimate Baked Goods Midco LLC
−Removed: Basic Fun, Inc.
−Removed: Pinnacle Treatment Centers, Inc.
SunMed Group Holdings, LLC
−Removed: Soleo Health Holdings, Inc.
−Removed: Cardiva Medical, Inc.
−Removed: Kindred Biosciences, Inc.
−Removed: PQ Bypass, Inc.
−Removed: Centrexion Therapeutics, Inc.
−Removed: Sentry Data Systems, Inc.
−Removed: Delphinus Medical Technologies, Inc.
+Added: SLR Equipment Finance
+Added: Pinnacle Treatment Centers, Inc.
+Added: American Teleconferencing Services, Ltd.
+Added: Ultimate Baked Goods Midco LLC
+Added: Neuronetics, Inc.
Total Commitments
4 unchanged sentences
Since these commitments may expire without being drawn upon, unfunded commitments do not necessarily represent future cash requirements or future earning assets for the Company.
−Removed: September 30, 2021 and December 31, 2020, the Company had sufficient cash available and/or liquid securities available to fund its commitments and had reviewed them for any appropriate fair value adjustment.
+Added: March 31, 2022 and December 31, 2021, the Company had sufficient cash available and/or liquid securities available to fund its commitments and had reviewed them for any appropriate fair value adjustment.
In the normal course of its business, we invest or trade in various financial instruments and may enter into various investment activities
8 unchanged sentences
Date Declared
−Removed: November 3, 2021
−Removed: December 16, 2021
−Removed: January 5, 2022
−Removed: August 3, 2021
−Removed: September 23, 2021
−Removed: October 5, 2021
−Removed: June 23, 2021
−Removed: February 24, 2021
+Added: April 4, 2022
+Added: April 21, 2022
March 1, 2022
+Added: March 18, 2022
April 1, 2022
21 unchanged sentences
calendar year.
−Removed: Future quarterly distributions, if any, will be determined by our Board.
+Added: Future quarterly distributions, if any, will be determined by the Board.
We expect that our distributions to stockholders will generally be from accumulated net investment income, from net realized capital gains or non-taxable return of capital, if any, as applicable.
14 unchanged sentences
in the future be limited in our ability to make distributions.
−Removed: Also, our revolving credit facility may limit our ability to declare distributions if we default under certain provisions.
−Removed: If we do not distribute a certain percentage of our income
−Removed: annually, we will suffer adverse tax consequences, including possible loss of the tax benefits available to us as a regulated investment company.
−Removed: In addition, in accordance with GAAP and tax regulations, we include in income certain amounts that we
−Removed: have not yet received in cash, such as contractual payment-in-kind income, which represents contractual income added to the loan balance that becomes due at the end of
−Removed: the loan term, or the accrual of original issue or market discount.
−Removed: Since we may recognize income before or without receiving cash representing such income, we may have difficulty meeting the requirement to distribute at least 90% of our investment
−Removed: company taxable income to obtain tax benefits as a regulated investment company.
−Removed: With respect to the distributions to stockholders,
−Removed: income from origination, structuring, closing and certain other upfront fees associated with investments in portfolio companies are treated as taxable income and accordingly, distributed to stockholders.
+Added: Also, the Credit Facility may limit our ability to declare distributions if we default under certain provisions.
+Added: If we do not distribute a certain percentage of our income annually, we
+Added: will suffer adverse tax consequences, including possible loss of the tax benefits available to us as a regulated investment company.
+Added: In addition, in accordance with GAAP and tax regulations, we include in income certain amounts that we have not yet
+Added: received in cash, such as contractual payment-in-kind income, which represents contractual income added to the loan balance that becomes due at the end of the loan term,
+Added: or the accrual of original issue or market discount.
+Added: Since we may recognize income before or without receiving cash representing such income, we may have difficulty meeting the requirement to distribute at least 90% of our investment company taxable
+Added: income to obtain tax benefits as a regulated investment company.
+Added: With respect to the distributions to stockholders, income from
+Added: origination, structuring, closing and certain other upfront fees associated with investments in portfolio companies are treated as taxable income and accordingly, distributed to stockholders.
Related Parties
1 unchanged sentence
number of business relationships with affiliated or related parties, including the following:
−Removed: We have entered into the Advisory Agreement with SLR Capital Partners.
+Added: We have entered into the Advisory Agreement with the Investment Adviser.
Gross, our Chairman, Co-Chief Executive Officer and President and Mr.
2 unchanged sentences
In addition, Mr.
−Removed: Peteka, our Chief Financial Officer, Treasurer and Secretary serves as the Chief Financial Officer for SLR Capital Partners.
+Added: Peteka, our Chief Financial Officer, Treasurer and Secretary serves as the Chief Financial Officer for the Investment
The Administrator provides us with the office facilities and administrative services necessary to conduct day-to-day operations pursuant to our Administration Agreement.
4 unchanged sentences
has granted us a non-exclusive, royalty-free license to use the licensed marks SOLAR and SLR.
−Removed: The Investment Adviser may also manage other funds in the future that may have investment mandates that are similar, in whole and in part,
−Removed: For example, the Investment Adviser presently serves as investment adviser to SLR Senior Investment Corp., a publicly traded BDC, which focuses on investing in senior secured loans, including first lien and second lien debt instruments,
−Removed: as well as SCP Private Credit Income BDC LLC, an unlisted BDC that focuses on investing primarily in senior secured loans, including non-traditional asset-based loans and first lien loans and SLR HC BDC LLC,
−Removed: 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.
+Added: The Investment Adviser may also manage other funds in the future that may have investment
+Added: mandates that are similar, in whole and in part, with ours.
+Added: For example, the Investment Adviser presently serves as investment adviser to SCP Private Credit Income BDC LLC, an unlisted BDC that focuses on investing primarily in senior secured loans,
+Added: 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
+Added: instruments typically to middle market companies within the healthcare industry.
In addition, Michael S.
Gross, our Chairman, Co-Chief Executive Officer and President, Bruce Spohler, our Co-Chief Executive Officer and Chief Operating Officer, and Richard L.
−Removed: Peteka, our Chief Financial Officer, serve
−Removed: in similar capacities for SLR Senior Investment Corp., SCP Private Credit Income BDC LLC and SLR HC BDC LLC.
−Removed: The Investment Adviser and certain investment advisory affiliates may determine that an investment is appropriate for us and for one or more
−Removed: of those other funds.
−Removed: In such event, depending on the availability of such investment and other appropriate factors, the Investment Adviser or its affiliates may determine that we should invest side-by-side with one or more other funds.
−Removed: 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 the
−Removed: Investment Advisers allocation procedures.
−Removed: On June 13, 2017, the Adviser received an exemptive order that permits the Company to participate in negotiated co-investment transactions with certain
−Removed: affiliates, in a manner consistent with the Companys investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors, and pursuant to various conditions (the
−Removed: If the Company is unable to rely on the Order for a particular opportunity, such opportunity will be allocated first to the entity whose investment strategy is the most consistent with the opportunity being allocated, and second,
−Removed: if the terms of the opportunity are consistent with more than one entitys investment strategy, on an alternating basis.
−Removed: Although the Advisers investment professionals will endeavor to allocate investment opportunities in a fair and
−Removed: equitable manner, the Company and its stockholders could be adversely affected to the extent investment opportunities are allocated among us and other investment vehicles managed or sponsored by, or affiliated with, our executive officers, directors
−Removed: and members of the Adviser.
−Removed: Related party transactions may occur among SLR Investment Corp., SLR Credit Solutions, Equipment Operating
−Removed: Leases LLC, Kingsbridge Holdings, LLC, Loyer Capital LLC, SLR Business Credit, SLR Healthcare ABL and SLR Equipment Finance.
+Added: Peteka, our Chief Financial Officer, serve in similar capacities for SCP Private Credit Income BDC LLC and SLR HC BDC LLC.
+Added: The Investment
+Added: Adviser and certain investment advisory affiliates may determine that an investment is appropriate for us and for one or more of those other funds.
+Added: In such event, depending on the availability of such investment and other appropriate factors, the
+Added: Investment Adviser or its affiliates may determine that we should invest side-by-side with one or more other funds.
+Added: Any such investments will be made only to the extent
+Added: permitted by applicable law and interpretive positions of the SEC and its staff, and consistent with the Investment Advisers allocation procedures.
+Added: On June 13, 2017, the Adviser received an exemptive order that permits the Company to
+Added: participate in negotiated co-investment transactions with certain affiliates, in a manner consistent with the Companys investment objective, positions, policies, strategies and restrictions as
+Added: well as regulatory requirements and other pertinent factors, and pursuant to various conditions (the Order).
+Added: If the Company is unable to rely on the Order for a particular opportunity, such opportunity will be allocated first to the
+Added: entity whose investment strategy is the most consistent with the opportunity being allocated, and second, if the terms of the opportunity are consistent with more than one entitys investment strategy, on an alternating basis.
+Added: Advisers investment professionals will endeavor to allocate investment opportunities in a fair and equitable manner, the Company and its stockholders could be adversely affected to the extent investment opportunities are allocated among us and
+Added: other investment vehicles managed or sponsored by, or affiliated with, our executive officers, directors and members of the Adviser.
+Added: Related party transactions may occur among us, SLR Credit, Equipment Operating Leases LLC, KBH, Loyer Capital LLC, SLR Business Credit, SLR
+Added: Healthcare ABL and SLR Equipment.
These transactions may occur in the normal course of business.
−Removed: No administrative or other fees are paid to SLR Capital
−Removed: 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.
−Removed: In addition, we have adopted a formal code of ethics that governs the conduct of our officers and directors.
−Removed: Our officers and directors also
−Removed: remain subject to the duties imposed by both the 1940 Act and the Maryland General Corporation Law.
+Added: No administrative or other fees are paid to the Investment Adviser by SLR Credit, Equipment Operating Leases LLC, KBH, Loyer Capital LLC, SLR Business
+Added: Credit, SLR Healthcare ABL or SLR Equipment.
+Added: In addition, we have adopted a formal code of ethics that governs the conduct of our
+Added: officers and directors.
+Added: Our officers and directors also remain subject to the duties imposed by both the 1940 Act and the Maryland General Corporation Law.
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.