1 unchanged sentence
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: Managements Report on Internal Control Over Financial
+Added: Management’s Report on Internal Control Over Financial Reporting
Report of Independent Registered Public Accounting Firm
−Removed: Consolidated Statements of Assets and Liabilities as of December
−Removed: 31, 2021 and 2020
−Removed: Consolidated Statements of Operations for the years ended December
−Removed: 31, 2021, 2020 and 2019
−Removed: Consolidated Statements of Changes in Net Assets for the years ended December 31,
−Removed: 2021, 2020 and 2019
−Removed: Consolidated Statements of Cash Flows for the years ended December
−Removed: 31, 2021, 2020 and 2019
−Removed: Consolidated Schedules of Investments as of December
−Removed: 31, 2021 and December 31, 2020
+Added: Consolidated Statements of Assets and Liabilities as of December 31, 2022 and 2021
+Added: Consolidated Statements of Operations for the years ended December 31, 2022, 2021 and 2020
+Added: Consolidated Statements of Changes in Net Assets for the years ended December 31, 2022, 2021 and 2020
+Added: Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020
+Added: Consolidated Schedules of Investments as of December 31, 2022 and December 31, 2021
Notes to Consolidated Financial Statements
−Removed: MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL
−Removed: Management is responsible for establishing and maintaining adequate internal control over financial reporting, and for
−Removed: performing an assessment of the effectiveness of internal control over financial reporting as of December 31, 2021.
−Removed: Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
−Removed: financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
−Removed: The Companys internal control over financial reporting includes those policies and procedures
−Removed: that (i) pertain to assets of the Company;
−Removed: (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting
−Removed: principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company;
−Removed: and (iii) provide reasonable assurance regarding prevention or timely detection of
−Removed: unauthorized acquisition, use, or disposition of the Companys assets that could have a material effect on the consolidated financial statements.
−Removed: Management performed an assessment of the effectiveness of the Companys internal control over financial reporting as of
−Removed: December 31, 2021 based upon criteria in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
−Removed: Based on our assessment, management
−Removed: determined that the Companys internal control over financial reporting was effective as of December 31, 2021 based on the criteria on Internal Control Integrated Framework (2013) issued by COSO.
−Removed: The effectiveness of the Companys internal control over financial reporting as of December 31, 2021 has been audited by KPMG LLP,
−Removed: an independent registered public accounting firm, as stated in their report which appears herein.
+Added: MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
+Added: Management is responsible for establishing and maintaining adequate internal control over financial reporting, and for performing an assessment of the effectiveness of internal control over financial reporting as of December 31, 2022.
+Added: Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
+Added: The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to assets of the Company;
+Added: (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company;
+Added: and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the consolidated financial statements.
+Added: Management performed an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022 based upon criteria in Internal Control – Integrated Framework (2013)
+Added: issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
+Added: Based on our assessment, management determined that the Company’s internal control over financial reporting was effective as of December 31, 2022 based upon criteria in Internal Control – Integrated Framework (2013)
+Added: issued by COSO.
+Added: The effectiveness of the Company’s internal control over financial reporting as of December 31, 2022 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which appears herein.
Report of Independent Registered Public Accounting Firm
1 unchanged sentence
SLR Investment Corp.:
−Removed: (formerly, Solar Capital Ltd.):
Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting
−Removed: We have audited the accompanying consolidated statements of assets and liabilities, including the consolidated schedules of investments, of SLR Investment
−Removed: (and subsidiaries) (the Company) as of December 31, 2021 and 2020, the related consolidated statements of operations, changes in net assets, and cash flows for each of the years in the three-year period ended December 31, 2021, and
−Removed: the related notes (collectively, the consolidated financial statements).
−Removed: We also have audited the Companys internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control
−Removed: Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
−Removed: In our opinion, the consolidated
−Removed: financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the years in the
−Removed: three-year period ended December 31, 2021, in conformity with U.S.
+Added: We have audited the accompanying consolidated statements of assets and liabilities, including the consolidated schedules of investments, of SLR Investment Corp.
+Added: (and subsidiaries) (the Company) as of December 31, 2022 and 2021, the related consolidated statements of operations, changes in net assets, and cash flows for each of the years in the three-year period ended December 31, 2022, and the related notes (collectively, the consolidated financial statements).
+Added: We also have audited the Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013)
+Added: issued by the Committee of Sponsoring Organizations of the Treadway Commission.
+Added: In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2022, in conformity with U.S.
generally accepted accounting principles.
−Removed: Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of
−Removed: December 31, 2021, based on criteria established in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
+Added: Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013)
+Added: issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Basis for Opinions
−Removed: The Companys management is
−Removed: responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying
−Removed: managements report on internal control over financial reporting.
−Removed: Our responsibility is to express an opinion on the Companys consolidated financial statements and an opinion on the Companys internal control over financial reporting
−Removed: based on our audits.
+Added: The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying management’s report on internal control over financial reporting.
+Added: Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.
−Removed: federal securities
−Removed: laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
−Removed: We conducted our audits in accordance with the
−Removed: standards of the PCAOB.
−Removed: Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether
−Removed: effective internal control over financial reporting was maintained in all material respects.
−Removed: Our audits of the consolidated financial statements included
−Removed: performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
−Removed: Such procedures included examining, on a test basis,
−Removed: evidence regarding the amounts and disclosures in the consolidated financial statements.
−Removed: Our procedures included confirmation of securities owned as of December 31, 2021 and 2020, by correspondence with the custodian, portfolio companies or
+Added: federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
+Added: We conducted our audits in accordance with the standards of the PCAOB.
+Added: Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
+Added: Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
+Added: Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.
+Added: Our procedures included confirmation of securities owned as of December 31, 2022 and 2021, by correspondence with the custodian, portfolio companies or agents.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
−Removed: Our audit of internal control over
−Removed: financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on
−Removed: the assessed risk.
+Added: Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.
Our audits also included performing such other procedures as we considered necessary in the circumstances.
1 unchanged sentence
Definition and Limitations of Internal Control Over Financial Reporting
−Removed: A companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial
−Removed: reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
−Removed: A companys internal control over financial reporting includes those policies and procedures that
−Removed: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
−Removed: (2) provide reasonable assurance that transactions are recorded as
−Removed: necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors
−Removed: of the company;
+Added: A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
+Added: A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
+Added: (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;
and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
−Removed: Also, projections of any evaluation of
−Removed: effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
+Added: Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matter
−Removed: The critical audit matter
−Removed: communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:
−Removed: (1) relates to accounts or disclosures that are
−Removed: material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.
−Removed: The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial
−Removed: statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
−Removed: Fair value of investments and certain financial liabilities
−Removed: As described in Notes 2 and 6 to the consolidated financial statements, the Company measures its investments at fair value and has made an
−Removed: irrevocable election to apply the fair value option of accounting to certain financial liabilities.
−Removed: Investments and certain financial liabilities are valued using a market approach, an income approach, or both approaches, as applicable.
−Removed: determining the fair value of investments and financial liabilities whose market quotations are not readily available, the Company makes subjective judgments and estimates using unobservable inputs.
−Removed: As of December 31, 2021, the fair value of
−Removed: such investments and financial liabilities was $1.7 billion and $150 million, respectively.
−Removed: We identified the assessment of the
−Removed: fair value of investments and certain financial liabilities with no readily determinable market value as a critical audit matter.
+Added: The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:
+Added: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.
+Added: The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
+Added: Fair value of investments and acquired investments
+Added: As described in Notes 2 and 6 to the consolidated financial statements, the Company measures its investments at fair value.
+Added: Further, as described in Note 17, the Company completed an asset acquisition of SLR Senior Investment Corp.’s investments at fair value on April 1, 2022, which required the investments acquired to be measured at fair value as of that date.
+Added: Investments are valued using a market approach, an income approach, or both approaches, as applicable.
+Added: In determining the fair value of investments whose market quotations are not readily available, the Company makes subjective judgments and estimates using unobservable inputs.
+Added: We identified the assessment of the fair value of investments with no readily determinable market value acquired from SLR Senior Investment Corp.
+Added: as of April 1, 2022 (acquired investments), and the fair value of investments with no readily determinable market value as of December 31, 2022, as a critical audit matter.
A high degree of auditor judgment was required to assess the Company’s fair value assumptions.
−Removed: Specifically,
−Removed: subjective auditor judgment was required to assess the (1) credit risk associated with the borrower and its ability to make interest and principal payments for debt investments, (2) selection of comparable companies and the financial
−Removed: performance multiples of such comparable companies used in the market approach for equity investments and (3) market yields of comparable companies of similar credit risk used in the income approach for financial liabilities.
−Removed: Additionally, the
−Removed: involvement of valuation professionals with specialized skills and knowledge was required to assist in evaluating the Companys fair value estimates.
+Added: Specifically, subjective auditor judgment was required to assess the (1) credit risk associated with the borrower and its ability to make interest and principal payments for debt investments and (2) selection of comparable companies and the financial performance multiples of such comparable companies used in the market approach for equity investments.
+Added: Additionally, the involvement of valuation professionals with specialized skills and knowledge was required to assist in evaluating the Company’s fair value estimates.
The following are the primary procedures we performed to address this critical audit matter.
−Removed: We evaluated the design and tested the operating
−Removed: effectiveness of certain internal controls over the Companys process to measure the fair value of investments and certain financial liabilities, including controls related to the development of the above assumptions.
−Removed: For recently purchased
−Removed: investments we evaluated changes in the borrowers assessed credit risk and market yields from the purchase date to year end.
−Removed: We evaluated the Companys ability to estimate fair value by comparing dispositions to the Companys most recent
−Removed: estimate prior to the disposition.
−Removed: We also involved valuation professionals with specialized skills and knowledge, who for a selection of investments and financial liabilities developed estimates
−Removed: of fair value by assessing available market information using market yields of comparable companies of similar credit risk, for debt investments and financial liabilities fair valued using an income approach, and financial performance multiples of
−Removed: comparable companies, for equity investments fair valued using a market approach, and compared the results to the Companys fair value estimates.
−Removed: We have served as the
−Removed: Companys auditor since 2007.
+Added: We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s process to measure the fair value of investments, including controls related to the development of the above assumptions.
+Added: For recently purchased investments we evaluated changes in the borrowers’ assessed credit risk and market yields of similar instruments from the purchase date (prior to April 1, 2022 for the acquired investments and prior to December 31, 2022 for investments not acquired from SLR Senior Investment Corp.) to the fair value measurement date of April 1, 2022 and December 31, 2022, respectively.
+Added: We evaluated the Company’s ability to estimate fair value by comparing dispositions to the Company’s most recent fair value estimate prior to the disposition.
+Added: We also involved valuation professionals with specialized skills and knowledge, who for a selection of acquired investments and investments as of April 1, 2022 and December 31, 2022, respectively, developed estimates of fair value by assessing available market information using market yields of comparable companies of similar credit risk for debt investments fair valued using an income approach, and financial performance multiples of comparable companies for equity investments fair valued using a market approach, and compared the results to the Company’s fair value estimates.
+Added: We have served as the Company’s auditor since 2007.
New York, New York
−Removed: March 1, 2022
+Added: February 28, 2023
SLR INVESTMENT CORP.
12 unchanged sentences
Prepaid expenses and other assets
−Removed: Debt ($818,500 and $677,000 face amounts, respectively, reported net of unamortized debt issuance
−Removed: costs of $6,462 and $5,549, respectively.
+Added: Debt ($ 1,093,200 and $ 818,500 face amounts, respectively, reported net of unamortized debt issuance costs of $ 7,202 and $ 6,462 , respectively.
See notes 6 and 7)
8 unchanged sentences
Commitments and contingencies (see note 11)
−Removed: Common stock, par value $0.01 per share, 200,000,000 and 200,000,000 common shares authorized,
−Removed: respectively, and 42,260,826 and 42,260,826 shares issued and outstanding, respectively
−Removed: Paid-in capital in excess of par (see note 2f)
+Added: Common stock, par value $ 0.01 per share, 200,000,000 and 200,000,000 common shares authorized, respectively, and 54,555,380 and 42,260,826 shares issued and outstanding, respectively
+Added: capital in excess of par (see note 2f)
Accumulated distributable net loss (see note 2f)
21 unchanged sentences
Total expenses
+Added: Performance-based incentive fees waived (see note 3)
Net investment income
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND CASH EQUIVALENTS:
−Removed: Net realized gain (loss) on investments and cash equivalents:
−Removed: Companies less than 5% owned
−Removed: Companies more than 25% owned
−Removed: Net realized gain (loss) on investments and cash equivalents
−Removed: Net realized loss on extinguishment of debt:
−Removed: Net realized gain (loss)
+Added: Net realized gain (loss) on investments and cash equivalents (companies less than 5% owned)
Net change in unrealized gain (loss) on investments and cash equivalents:
1 unchanged sentence
Companies more than 25% owned
−Removed: Net change in unrealized loss
+Added: Net change in unrealized loss on investments and cash equivalents
Net realized and unrealized loss on investments and cash equivalents
12 unchanged sentences
Distributions to stockholders (see note 8a):
−Removed: From net investment income
+Added: From distributable earnings
From return of capital
1 unchanged sentence
Capital transactions (see note 13):
+Added: Issuance of common stock
+Added: Repurchases of common stock
Net increase in net assets resulting from capital transactions
−Removed: Total decrease in net assets
+Added: Total increase (decrease) in net assets
Net assets at beginning of year
1 unchanged sentence
Capital share activity (see note 13):
+Added: Issuance of common stock
+Added: Repurchases of common stock
Net increase from capital share activity
6 unchanged sentences
Net increase in net assets resulting from operations
−Removed: Adjustments to reconcile net increase in net assets resulting from operations to net cash provided
−Removed: by (used in) operating activities:
+Added: Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by (used in) operating activities:
Net realized (gain) loss on investments and cash equivalents
−Removed: Net realized loss on extinguishment of debt
Net change in unrealized loss on investments
3 unchanged sentences
Net accretion of discount on investments
−Removed: Capitalization of
−Removed: payment-in-kind income
−Removed: Collections of
−Removed: payment-in-kind income
+Added: Capitalization of payment-in-kind
+Added: Collections of payment-in-kind
Receivable for investments sold
1 unchanged sentence
Dividends receivable
−Removed: Other receivables
Prepaid expenses and other assets
+Added: Cash and other net
+Added: assets acquired in merger
Increase (decrease) in operating liabilities:
5 unchanged sentences
Other liabilities and accrued expenses
−Removed: Deferred financing costs
−Removed: Net Cash Provided by (Used in) Operating Activities
+Added: Deferred financing costs/market discount
+Added: Net Cash Provided by (Used in) Operating
Cash Flows from Financing Activities:
Cash distributions paid
−Removed: Proceeds from issuance of unsecured debt
+Added: Proceeds from unsecured borrowings
+Added: Repayment of unsecured borrowings
Proceeds from secured borrowings
Repayments of secured borrowings
+Added: Repurchase of common stock
Net Cash Provided by Financing Activities
4 unchanged sentences
Cash paid for interest
+Added: Issuance of shares in connection with the Mergers(1)
+Added: On April 1, 2022, in connection with the Mergers (as defined in Note 1 “Organization”), the Company acquired net assets of $ 244,691 for the total stock consideration of $ 226,839 .
+Added: For further details, refer to Note 17 “Merger with SUNS”.
See notes to consolidated financial statements.
7 unchanged sentences
Health Care Providers & Services
−Removed: Alteon Health, LLC
−Removed: Health Care Providers & Services
+Added: All State Ag Parts, LLC(16)
+Added: Trading Companies & Distributors
American Teleconferencing Services, Ltd.**
4 unchanged sentences
Internet & Catalog Retail
+Added: Apex Services Partners, LLC(16)
+Added: Diversified Consumer Services
Atria Wealth Solutions, Inc.(16)
2 unchanged sentences
Specialty Retail
+Added: BayMark Health Services, Inc.(16)
+Added: Health Care Providers & Services
+Added: BDG Media, Inc
CC SAG Holdings Corp.
1 unchanged sentence
Diversified Consumer Services
−Removed: Community Brands ParentCo, LLC (f/k/a Ministry Brands)
+Added: Composite Technology Acquisition Corp.(16)
+Added: Building Products
+Added: Copper River Seafoods, Inc
+Added: Food Products
+Added: DeepIntent, Inc
Enhanced Permanent Capital, LLC(3)
Capital Markets
+Added: ENS Holdings III Corp.
+Added: & ES Opco USA LLC (Bluefin)(16)..
+Added: Trading Companies & Distributors
+Added: Enverus Holdings, Inc.
+Added: (fka Drilling
+Added: Info Holdings)(16)
+Added: Erie Construction Mid-west,
+Added: Building Products
Foundation Consumer Brands, LLC(16)
Personal Products
−Removed: Inszone Mid, LLC
+Added: GSM Acquisition Corp.(16)
+Added: Leisure Equipment & Products
+Added: Higginbotham Insurance Agency, Inc.(16)
+Added: High Street Buyer, Inc.(16)
+Added: Human Interest Inc
+Added: Internet Software & Services
Ivy Fertility Services, LLC
Health Care Providers & Services
−Removed: Kid Distro Holdings, LLC (Distro Kid)
+Added: Kaseya, Inc.(16)
+Added: Kid Distro Holdings, LLC (Distro
Kingsbridge Holdings, LLC(2)
4 unchanged sentences
Communications Equipment
+Added: Luxury Asset Capital, LLC(16)
+Added: Thrifts & Mortgage Finance
Maurices, Incorporated(16)
Specialty Retail
−Removed: MMIT Holdings, LLC
+Added: Montefiore Nyack Hospital
+Added: Health Care Providers & Services
NAC Holdings Corporation (Jaguar)(16)
+Added: National Spine and Pain Centers, LLC
+Added: Health Care Providers & Services
One Touch Direct, LLC
Commercial Services & Supplies
+Added: Orthopedic Care Partners
+Added: Management, LLC
+Added: Health Care Providers & Services
+Added: Pediatric Home Respiratory Services,
+Added: Health Care Providers & Services
+Added: Foy & Associates Insurance
+Added: Services, LLC
PhyNet Dermatology LLC
Health Care Providers & Services
−Removed: Pinnacle Treatment Centers, Inc.
+Added: Pinnacle Treatment Centers,
Health Care Providers & Services
+Added: Plastics Management, LLC(16)
+Added: Health Care Providers & Services
PPT Management Holdings, LLC(16)
Health Care Providers & Services
+Added: RQM+ Corp.(16)
Life Sciences Tools & Services
−Removed: Stryten Energy LLC
+Added: RSC Acquisition, Inc.(16)
+Added: RxSense Holdings LLC(16)
+Added: Diversified Consumer Services
+Added: SCP Eye Care, LLC
+Added: Health Care Providers & Services
+Added: SHO Holding I Corporation (Shoes for
+Added: Southern Orthodontic Partners
+Added: Management, LLC(16)
+Added: Health Care Providers & Services
+Added: SPAR Marketing Force, Inc
+Added: Stryten Resources LLC
Auto Parts & Equipment
−Removed: See notes to consolidated financial statements.
−Removed: SLR INVESTMENT CORP.
−Removed: CONSOLIDATED SCHEDULE OF INVESTMENTS (continued)
−Removed: December 31, 2021
−Removed: (in thousands, except share/unit amounts)
SunMed Group Holdings, LLC(16)
Health Care Equipment & Supplies
−Removed: Ultimate Baked Goods Midco LLC (Rise Baking)
+Added: TAUC Management, LLC(16)
+Added: Health Care Providers & Services
+Added: Tilley Distribution, Inc.(16)
+Added: Trading Companies & Distributors
+Added: Ultimate Baked Goods Midco LLC
+Added: (Rise Baking)(16)
Packaged Foods & Meats
−Removed: USR Parent, Inc.
−Removed: Specialty Retail
+Added: Vessco Midco Holdings, LLC(16)
+Added: Water Utilities
+Added: World Insurance Associates, LLC(16)
Total First Lien Bank Debt/Senior Secured Loans
−Removed: Second Lien Asset-Based Senior Secured Loans
+Added: Second Lien Asset-Based Senior
+Added: Secured Loans
ACRES Commercial Mortgage, LLC
Diversified Financial Services
−Removed: Varilease Finance, Inc.
−Removed: Multi-Sector Holdings
−Removed: Total Second Lien Asset-Based Senior Secured Loans
−Removed: Second Lien Bank Debt/Senior Secured Loans
−Removed: PhyMed Management LLC
−Removed: Health Care Providers & Services
−Removed: Rug Doctor LLC (2)
+Added: Second Lien Bank Debt/Senior
+Added: Secured Loans
+Added: RD Holdco, Inc.** (2)
Diversified Consumer Services
−Removed: Total Second Lien Bank Debt/Senior Secured Loans
+Added: See notes to consolidated financial statements.
+Added: SLR INVESTMENT CORP.
+Added: CONSOLIDATED SCHEDULE OF INVESTMENTS (continued)
+Added: December 31, 2022
+Added: (in thousands, except share/unit amounts)
+Added: Senior Secured Loans (continued) —
First Lien Life Science Senior Secured Loans
1 unchanged sentence
Pharmaceuticals
+Added: Apeel Technology, Inc
+Added: Biotechnology
Arcutis Biotherapeutics, Inc.(3)
2 unchanged sentences
Pharmaceuticals
−Removed: Axcella Health Inc.
−Removed: Pharmaceuticals
BridgeBio Pharma, Inc.(3)
3 unchanged sentences
Cerapedics, Inc.
−Removed: Health Care Equipment & Supplies
−Removed: Delphinus Medical Technologies, Inc.
−Removed: Health Care Equipment & Supplies
+Added: Biotechnology
+Added: Glooko, Inc.(16)
Health Care Technology
+Added: Meditrina, Inc.
+Added: Health Care Equipment & Supplies
Neuronetics, Inc.(16)
2 unchanged sentences
Health Care Equipment & Supplies
−Removed: Rezolute, Inc
+Added: Outset Medical, Inc.(3)
+Added: Health Care Equipment & Supplies
+Added: Spectrum Pharmaceuticals, Inc.(16)
Biotechnology
−Removed: Rubius Therapeutics, Inc.
−Removed: Pharmaceuticals
−Removed: scPharmaceuticals, Inc.
−Removed: Pharmaceuticals
−Removed: SOC Telemed, Inc.
−Removed: Health Care Providers & Services
+Added: Vapotherm, Inc.
+Added: Health Care Equipment & Supplies
Total First Lien Life Science Senior Secured Loans
Total Senior Secured Loans
−Removed: See notes to consolidated financial statements.
−Removed: SLR INVESTMENT CORP.
−Removed: CONSOLIDATED SCHEDULE OF INVESTMENTS (continued)
−Removed: December 31, 2021
−Removed: (in thousands, except share/unit amounts)
−Removed: Interest Rate (1)
Equipment Financing — 26.6
1 unchanged sentence
Commercial Services & Supplies
−Removed: 3/1/2025-12/1/2026
+Added: AFG Dallas III, LLC (10)
+Added: Diversified Consumer Services
Air Methods Corporation (10)
−Removed: 11/3/2026-11/23/2026
AmeraMex International, Inc.
Commercial Services & Supplies
−Removed: Blackhawk Mining, LLC (10)
−Removed: Oil, Gas & Consumable Fuels
−Removed: 3/1/2022-11/1/2022
+Added: Bazzini, LLC (10)
+Added: Food & Staples Retailing
Boart Longyear Company (10)
Metals & Mining
−Removed: 7/1/2024-1/1/2026
+Added: Bowman Energy Solutions, LLC (10)
+Added: Commercial Services & Supplies
+Added: Oil, Gas & Consumable Fuels
Capital City Jet Center, Inc.
−Removed: 10/4/2023-6/22/26
Champion Air, LLC (10)
+Added: CKD Holdings, Inc.
Clubcorp Holdings, Inc.
Hotels, Restaurants & Leisure
−Removed: 6/1/2025-1/1/2027
Dongwon Autopart Technology Inc.
Auto Components
+Added: Drillers Choice, Inc.
+Added: Commercial Services & Supplies
EasyPak, LLC (10)
Containers & Packaging
−Removed: Environmental Protection & Improvement Company, LLC (10)
+Added: Energy Drilling Services, LLC (10)
+Added: Diversified Consumer Services
+Added: Environmental Protection & Improvement Company,
Equipment Operating Leases, LLC (2)(12)
Multi-Sector Holdings
−Removed: 8/1/2022-4/27/2025
First American Commercial Bancorp, Inc.
5 unchanged sentences
Commercial Services & Supplies
−Removed: 6/5/2023-10/5/2023
Georgia Jet, Inc.
GMT Corporation (10)
−Removed: Haljoe Coaches USA, LLC (10)
Hawkeye Contracting Company, LLC (10)
2 unchanged sentences
Commercial Services & Supplies
−Removed: 5/1/2024-9/1/2025
International Automotive Components Group, North America, Inc.
1 unchanged sentence
Kool Pak, LLC (10)
+Added: Loc Performance Products, LLC (10)
Loyer Capital LLC (2)(12)
Multi-Sector Holdings
−Removed: 5/16/24-9/25/24
−Removed: Lux Credit Consultants,
−Removed: 12/1/2024-12/1/2025
+Added: Lux Credit Consultants, LLC (10)
Lux Vending, LLC (10)
Consumer Finance
−Removed: 8/20/2024-10/1/2024
−Removed: Mountain Air Helicopters,
+Added: Mountain Air Helicopters, Inc.
Commercial Services & Supplies
−Removed: See notes to consolidated financial statements.
−Removed: SLR INVESTMENT CORP.
−Removed: CONSOLIDATED SCHEDULE OF INVESTMENTS (continued)
−Removed: December 31, 2021
−Removed: (in thousands, except share/unit amounts)
−Removed: Interest Rate (1)
−Removed: Rane Light Metal Castings Inc.
Commercial Services & Supplies
−Removed: 4/1/2023-11/1/2024
−Removed: Rossco Crane & Rigging, Inc.
+Added: PCX Aerostructures LLC (10)
+Added: Aerospace & Defense
+Added: Rane Light Metal Castings Inc.
Commercial Services & Supplies
1 unchanged sentence
Royal Express Inc.
−Removed: Sidelines Tree Service LLC (10)
+Added: Rotten Rock Hardscaping & Tree Service (10)
Diversified Consumer Services
−Removed: South Texas Oilfield Solutions, LLC (10)
−Removed: Energy Equipment & Services
−Removed: 9/1/2022-7/1/2023
−Removed: ST Coaches, LLC (10)
−Removed: 10/1/2022-1/25/2025
−Removed: Stafford Logistics,
+Added: Signet Marine Corporation (10)
+Added: Transportation Infrastructure
+Added: SLR Equipment Finance(2)
+Added: Multi-Sector Holdings
+Added: Smiley Lifting Solutions, LLC(10)
Commercial Services & Supplies
+Added: ST Coaches, LLC (10)
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
−Removed: The Smedley Company & Smedley Services,
+Added: The Smedley Company & Smedley Services, Inc.
Commercial Services & Supplies
−Removed: 10/29/2023-2/10/2024
Trinity Equipment Rentals, Inc.
Commercial Services & Supplies
−Removed: 11/1/2024-12/1/2026
−Removed: Trolleys, Inc.
−Removed: Up Trucking Services,
−Removed: Warrior Crane Services, LLC (10)
+Added: Crane & Rigging, LLC (10)
Commercial Services & Supplies
−Removed: 8/1/2024-8/1/2026
+Added: Up Trucking Services, LLC (10)
Wind River Environmental, LLC (10)
Diversified Consumer Services
−Removed: 8/1/2024-10/5/25
Womble Company, Inc.
Energy Equipment & Services
+Added: Worldwide Flight Services, Inc.
+Added: Transportation Infrastructure
+Added: Zamborelli Enterprises Pacific Souther Foundation (10)
+Added: Diversified Consumer Services
SLR Equipment Finance Equity Interests
1 unchanged sentence
Total Equipment Financing
−Removed: Preferred Equity 0.7%
−Removed: SOAGG LLC (2)(3)(4)
−Removed: Aerospace & Defense
−Removed: SOINT, LLC (2)(3)(4)
−Removed: Aerospace & Defense
−Removed: Total Preferred Equity
See notes to consolidated financial statements.
3 unchanged sentences
(in thousands, except share/unit amounts)
+Added: Preferred Equity – 0.4 %
+Added: SOINT, LLC (2)(3)(4)
+Added: Aerospace & Defense
Common Equity/Equity Interests/Warrants—57.1%
2 unchanged sentences
CardioFocus, Inc.
−Removed: Health Care Equipment & Supplies
+Added: Health Care Equipment &
Centrexion Therapeutics, Inc.
1 unchanged sentence
Conventus Orthopaedics, Inc.
−Removed: Health Care Equipment & Supplies
+Added: Health Care Equipment &
Delphinus Medical Technologies, Inc.
−Removed: Health Care Equipment & Supplies
+Added: Health Care Equipment &
Essence Group Holdings Corporation (Lumeris) Warrants *
2 unchanged sentences
Multi-Sector Holdings
+Added: Meditrina, Inc.
+Added: Health Care Equipment &
RD Holdco, Inc.
(Rug Doctor) (2)*
−Removed: Diversified Consumer Services
+Added: Diversified Consumer
RD Holdco, Inc.
−Removed: Diversified Consumer Services
+Added: (Rug Doctor) Class B (2)*
+Added: Diversified Consumer
RD Holdco, Inc.
−Removed: Warrants (2)*
−Removed: Diversified Consumer Services
+Added: (Rug Doctor) Warrants (2)*
+Added: Diversified Consumer
Senseonics Holdings, Inc.
−Removed: Health Care Equipment & Supplies
+Added: Health Care Equipment &
+Added: SLR Business Credit (2)(3)(19)
+Added: Diversified Financial
SLR Credit Solutions (2)(3)(20)
−Removed: Diversified Financial Services
+Added: Diversified Financial
+Added: SLR Healthcare ABL (2)(3)(21)
+Added: Diversified Financial
+Added: SLR Senior Lending Program LLC (2)(3)(25)
+Added: Asset Management
+Added: Spectrum Pharmaceuticals, Inc.
+Added: Biotechnology
+Added: Vapotherm, Inc.
+Added: Health Care Equipment &
Venus Concept Ltd.
Warrants* (f/k/a Restoration Robotics)
−Removed: Health Care Equipment & Supplies
+Added: Health Care Equipment &
Total Common Equity/Equity Interests/Warrants
5 unchanged sentences
Net Assets — 100.0 %
−Removed: 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.
+Added: Floating rate debt investments typically bear interest at a rate determined by reference to the London Interbank Offered Rate (“LIBOR” or “L”), the Secured Overnight Financing Rate (“SOFR” or “S”) or the prime index rate (“PRIME” or “P”), and which typically reset monthly, quarterly or semi-annually.
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 December 31, 2022.
−Removed: 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: Denotes investments in which we are deemed to exercise a controlling influence over the management or policies 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 investment.
Transactions during the year ended December 31, 2022 in these controlled investments are as follows:
−Removed: consolidated financial statements.
−Removed: SLR INVESTMENT CORP.
−Removed: CONSOLIDATED SCHEDULE OF INVESTMENTS (continued)
−Removed: December 31, 2021
−Removed: (in thousands, except share/unit amounts)
Name of Issuer
Fair Value at
−Removed: December 31, 2020
−Removed: Interest/Dividend
Fair Value at
−Removed: December 31, 2021
−Removed: AviatorCap SII, LLC
Equipment Operating Leases, LLC
8 unchanged sentences
(Rug Doctor, warrants)
−Removed: Rug Doctor LLC
+Added: RD Holdco, Inc.
+Added: SLR Business Credit
SLR Credit Solutions
1 unchanged sentence
SLR Equipment Finance (debt)
−Removed: 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, 2021, on a fair value
−Removed: basis, non-qualifying assets in the portfolio represented 23.1% 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: SLR Healthcare ABL
+Added: SLR Senior Lending Program LLC
+Added: See notes to consolidated financial statements.
+Added: SLR INVESTMENT CORP.
+Added: CONSOLIDATED SCHEDULE OF INVESTMENTS (continued)
+Added: December 31, 2022
+Added: (in thousands)
+Added: Indicates assets that the Company believes may not represent “qualifying assets” under 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
+Added: investments in existing portfolio companies or could be required to dispose of investments at inappropriate times in order to comply with the 1940 Act.
+Added: As of December 31, 2022, on a fair value basis, non-qualifying
+Added: assets in the portfolio represented 24.2 % of the total assets of the Company.
+Added: The Company’s investment in SOINT, LLC includes a one dollar investment in common shares.
Kingsbridge Holdings, LLC is held through KBH Topco LLC, a Delaware corporation.
1 unchanged sentence
federal income tax purposes is $ 17,187 ;
−Removed: aggregate gross
−Removed: unrealized appreciation and depreciation for U.S.
+Added: aggregate gross unrealized appreciation and depreciation for U.S.
federal tax purposes is $ 161,053 and $ 143,866 , respectively, based on a tax cost of $ 2,069,489 .
−Removed: Unless otherwise noted, all of the Companys investments are pledged as collateral against the
−Removed: borrowings outstanding on the senior secured credit facility.
+Added: Unless otherwise noted, all of the Company’s investments are pledged as collateral against the borrowings outstanding on the senior secured credit facility.
The Company generally acquires its investments in private transactions exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”).
−Removed: investments are generally subject to certain limitations on resale, and may be deemed to be restricted securities under the Securities Act.
+Added: These investments are generally subject to certain limitations on resale, and may be deemed to be “restricted securities” under the Securities Act.
All investments are Level 3 unless otherwise indicated.
−Removed: See notes to consolidated financial statements.
−Removed: SLR INVESTMENT CORP.
−Removed: CONSOLIDATED SCHEDULE OF INVESTMENTS (continued)
−Removed: December 31, 2021
−Removed: (in thousands, except share/unit amounts)
−Removed: 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: Floating rate instruments accrue interest at a predetermined spread relative to an index, typically the LIBOR, SOFR or PRIME rate.
+Added: These instruments are often subject to a LIBOR, SOFR or PRIME rate floor.
Denotes a Level 1 investment.
−Removed: SLR Equipment Finance is held through NEFCORP LLC, a wholly-owned consolidated taxable subsidiary and NEFPASS
−Removed: LLC, a wholly-owned consolidated subsidiary.
+Added: SLR Equipment Finance is held through NEFCORP LLC, a wholly-owned consolidated taxable subsidiary and NEFPASS LLC, a wholly-owned consolidated subsidiary.
Indicates an investment that is wholly held by the Company through NEFPASS LLC.
3 unchanged sentences
and OmniGuide, Inc.
−Removed: co-borrowers.
+Added: are co-borrowers.
AmeriMark Interactive, LLC, AmeriMark Direct LLC, AmeriMark Intermediate Sub, Inc., L.T.D.
−Removed: Commodities LLC,
+Added: Commodities LLC, Dr.
Leonard’s Healthcare Corp.
and Amerimark Intermediate Holdings, LLC are each co-Borrowers.
−Removed: Spread is 6.00% Cash / 2.00% PIK.
−Removed: Spread is 2.50% Cash / 12.50% PIK.
+Added: Amerimark may elect to defer up to 8.00 % of the coupon as PIK.
Spread is 5.75 % Cash / 0.50 % PIK.
−Removed: Non-income producing security.
−Removed: Investment is on non-accrual status.
+Added: Indicates an investment that is wholly or partially held by the Company through its wholly-owned financing subsidiary SUNS SPV LLC (the “SUNS SPV”).
+Added: Such investments are pledged as collateral under the Senior Secured Revolving SPV Credit Facility (the “SPV Credit Facility”) (see Note 7 to the consolidated financial statements) and are not generally available to creditors, if any, of the Company.
+Added: See note 12 to the consolidated financial statements.
+Added: See note 14 to the consolidated financial statements.
+Added: See note 16 to the consolidated financial statements.
+Added: See note 10 to the consolidated financial statements.
+Added: See note 15 to the consolidated financial statements.
+Added: BridgeBio Pharma, Inc.
+Added: may elect to defer up to 3.00 % of the coupon as PIK.
+Added: OmniGuide Holdings, Inc.
+Added: may elect to defer up to 10.00 % of the coupon as PIK.
+Added: Vapotherm, Inc.
+Added: may elect to defer up to 8.00 % of the coupon as PIK.
+Added: See note 19 to the consolidated financial statements.
+Added: may elect to defer up to 3.875 % of the coupon as PIK.
+Added: producing security.
+Added: Investment is on non-accrual
+Added: See notes to consolidated financial statements.
+Added: SLR INVESTMENT CORP.
+Added: CONSOLIDATED SCHEDULE OF INVESTMENTS (continued)
+Added: December 31, 2022
+Added: (in thousands)
Industry Classification
2 unchanged sentences
of December 31, 2022
+Added: Diversified Financial Services (includes SLR Credit Solutions, SLR Business Credit and SLR Healthcare
Multi-Sector Holdings (includes Kingsbridge Holdings, LLC, SLR Equipment Finance, Equipment
Operating Leases, LLC and Loyer Capital LLC)
−Removed: Diversified Financial Services (includes SLR Credit Solutions)
Health Care Providers & Services
−Removed: Pharmaceuticals
Health Care Equipment & Supplies
+Added: Pharmaceuticals
Biotechnology
−Removed: Wireless Telecommunication Services
−Removed: Personal Products
Diversified Consumer Services
−Removed: Commercial Services & Supplies
+Added: Personal Products
Capital Markets
+Added: Thrifts & Mortgage Finance
+Added: Life Sciences Tools & Services
Auto Parts & Equipment
−Removed: Internet & Catalog Retail
Packaged Foods & Meats
−Removed: Life Sciences Tools & Services
+Added: Wireless Telecommunication Services
+Added: Commercial Services & Supplies
+Added: Internet & Catalog Retail
+Added: Internet Software & Services
+Added: Building Products
+Added: Trading Companies & Distributors
+Added: Health Care Technology
+Added: Transportation Infrastructure
Communications Equipment
+Added: Leisure Equipment & Products
Specialty Retail
+Added: Asset Management
+Added: Food Products
Auto Components
−Removed: Health Care Technology
−Removed: See notes to consolidated financial statements.
−Removed: SLR INVESTMENT CORP.
−Removed: CONSOLIDATED SCHEDULE OF INVESTMENTS (continued)
−Removed: December 31, 2021
−Removed: (in thousands, except share/unit amounts)
−Removed: Industry Classification
−Removed: Percentage of Total
−Removed: Investments (at fair value) as
−Removed: of December 31, 2021
+Added: Hotels, Restaurants & Leisure
+Added: Oil, Gas & Consumable Fuels
Aerospace & Defense
Metals & Mining
−Removed: Hotels, Restaurants & Leisure
+Added: Food & Staples Retailing
+Added: Water Utilities
Consumer Finance
−Removed: Air Freight & Logistics
−Removed: Energy Equipment & Services
−Removed: Oil, Gas & Consumable Fuels
Construction & Engineering
+Added: Energy Equipment & Services
Containers & Packaging
7 unchanged sentences
First Lien Bank Debt/Senior Secured Loans
−Removed: Aegis Toxicology Sciences Corporation
+Added: Toxicology Sciences Corporation
Health Care Providers & Services
3 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,
−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
1 unchanged sentence
Pinnacle Treatment Centers, Inc.
−Removed: PPT Management Holdings, LLC
Health Care Providers & Services
−Removed: Sentry Data Systems, Inc
−Removed: Smile Doctors LLC
−Removed: Personal Products
−Removed: Soleo Health Holdings, Inc
+Added: PPT Management Holdings, LLC
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.
Specialty Retail
−Removed: Total First Lien Bank Debt/Senior Secured Loans
−Removed: See notes to consolidated financial statements.
−Removed: SLR INVESTMENT CORP.
−Removed: CONSOLIDATED SCHEDULE OF INVESTMENTS (continued)
−Removed: December 31, 2020
−Removed: (in thousands, except share/unit amounts)
+Added: Total First Lien Bank
+Added: Debt/Senior Secured Loans
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.
6 unchanged sentences
Diversified Consumer Services
−Removed: Total Second Lien Bank Debt/Senior Secured Loans
+Added: Total Second Lien Bank
+Added: Debt/Senior Secured Loans
First Lien Life Science Senior Secured Loans
1 unchanged sentence
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
−Removed: Total First Lien Life Science Senior Secured Loans
+Added: SOC Telemed, Inc.
+Added: Health Care Providers & Services
+Added: Total First Lien Life
+Added: Science Senior Secured Loans
Total Senior Secured Loans
6 unchanged sentences
Equipment Financing —
−Removed: AmeraMex International,
+Added: Aero Operating LLC (10)
Commercial Services & Supplies
+Added: Air Methods Corporation (10)
+Added: AmeraMex International, Inc.
+Added: Commercial Services & Supplies
Blackhawk Mining, LLC (10)
Oil, Gas & Consumable Fuels
−Removed: 3/1/2022-11/1/2022
Boart Longyear Company (10)
Metals & Mining
−Removed: C&H Paving, Inc.
−Removed: Construction & Engineering
−Removed: 1/1/2024-11/1/2024
Capital City Jet Center, Inc.
−Removed: 10/4/2023-6/22/26
−Removed: Central Freight Lines, Inc.
Champion Air, LLC (10)
−Removed: Easton Sales and Rentals,
−Removed: Commercial Services & Supplies
−Removed: Environmental Protection & Improvement Company,
−Removed: Equipment Operating Leases, LLC (2)(12)
+Added: Clubcorp Holdings, Inc.
+Added: Hotels, Restaurants & Leisure
+Added: Dongwon Autopart Technology
+Added: Auto Components
+Added: EasyPak, LLC (10)
+Added: Containers & Packaging
+Added: Environmental Protection &
+Added: Company, LLC (10)
+Added: Equipment Operating Leases,
Multi-Sector Holdings
−Removed: 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,
+Added: Diversified Financial Services
+Added: First National Capital, LLC (10)
+Added: Diversified Financial Services
Freightsol LLC (10)
−Removed: Garda CL Technical Services, Inc.
+Added: Garda CL Technical Services,
Commercial Services & Supplies
−Removed: 6/5/2023-10/5/2023
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,
+Added: Construction & Engineering
HTI Logistics Corporation (10)
Commercial Services & Supplies
−Removed: 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
+Added: America, Inc.
+Added: Auto Components
Kool Pak, LLC (10)
−Removed: Lineal Industries, Inc.
−Removed: Construction & Engineering
Loyer Capital LLC (2)(12)
Multi-Sector Holdings
−Removed: 5/16/24-9/25/24
+Added: Lux Credit Consultants, LLC (10)
+Added: Lux Vending, LLC (10)
+Added: Consumer Finance
Mountain Air Helicopters,
Commercial Services & Supplies
−Removed: 4/30/2022-2/28/2025
−Removed: NEF Holdings, LLC (2)
−Removed: Multi-Sector Holdings
Rane Light Metal Castings
Commercial Services & Supplies
−Removed: 4/1/2023-11/1/2024
−Removed: Rossco Crane & Rigging,
+Added: Rossco Crane & Rigging, Inc.
Commercial Services & Supplies
−Removed: 4/1/2021-9/1/2022
−Removed: See notes to consolidated financial statements.
−Removed: SLR INVESTMENT CORP.
−Removed: CONSOLIDATED SCHEDULE OF INVESTMENTS (continued)
−Removed: December 31, 2020
−Removed: (in thousands, except share/unit amounts)
−Removed: Interest Rate (1)
Royal Coach Lines, Inc.(10)
Royal Express Inc.
−Removed: Sidelines Tree Service
+Added: Sidelines Tree Service LLC (10)
Diversified Consumer Services
−Removed: South Texas Oilfield Solutions, LLC (14)
+Added: South Texas Oilfield Solutions,
Energy Equipment & Services
−Removed: 9/1/2022-7/1/2023
ST Coaches, LLC (10)
−Removed: 10/1/2022-1/25/2025
Stafford Logistics, Inc.
Commercial Services & Supplies
−Removed: 10/1/2024-10/1/2025
Star Coaches Inc.
−Removed: Sturgeon Services International Inc.
+Added: Sturgeon Services International
Energy Equipment & Services
−Removed: Sun-Tech Leasing of Texas, L.P.
Superior Transportation, Inc.
−Removed: 4/1/2022-8/1/2024
Tailwinds, LLC (10)
Air Freight & Logistics
−Removed: 8/1/2024-10/16/2025
−Removed: The Smedley Company & Smedley Services, Inc.
+Added: The Smedley Company & Smedley
+Added: Services, Inc.
Commercial Services & Supplies
−Removed: 10/29/2023-2/10/2024
−Removed: Thora Capital, LLC (10)
−Removed: Trinity Equipment Rentals, Inc.
+Added: Trinity Equipment Rentals,
Commercial Services & Supplies
Trolleys, Inc.
−Removed: Up Trucking Services,
−Removed: 4/1/2022-8/1/2024
+Added: Up Trucking Services, LLC (10)
Warrior Crane Services, LLC (10)
Commercial Services & Supplies
−Removed: 8/1/2024-8/1/2026
−Removed: Wind River Environmental, LLC (10)
+Added: Wind River Environmental,
Diversified Consumer Services
−Removed: 8/1/2024-10/5/25
Womble Company, Inc.
Energy Equipment & Services
−Removed: NEF Holdings, LLC Equity Interests (2)(9)
+Added: SLR Equipment Finance Equity
+Added: Interests (2)(9)*
Multi-Sector Holdings
14 unchanged sentences
Pharmaceuticals
−Removed: B Riley Financial Inc.
−Removed: Research & Consulting Services
CardioFocus, Inc.
−Removed: Health Care Equipment & Supplies
+Added: Health Care Equipment &
Centrexion Therapeutics, Inc.
1 unchanged sentence
Conventus Orthopaedics, Inc.
−Removed: Health Care Equipment & Supplies
−Removed: Crystal Financial LLC (2)(3)
−Removed: Diversified Financial Services
+Added: Health Care Equipment &
Delphinus Medical Technologies, Inc.
−Removed: Health Care Equipment & Supplies
+Added: Health Care Equipment &
Essence Group Holdings Corporation (Lumeris) Warrants *
Health Care Technology
−Removed: KBH Topco LLC
−Removed: (Kingsbridge) (2)(5)
+Added: KBH Topco LLC (Kingsbridge) (2)(5)
Multi-Sector Holdings
−Removed: PQ Bypass, Inc.
−Removed: Health Care Equipment & Supplies
RD Holdco Inc.
+Added: (Rug Doctor) (2)*
Diversified Consumer Services
5 unchanged sentences
Diversified Consumer Services
−Removed: Scynexis, Inc.
−Removed: Pharmaceuticals
Senseonics Holdings, Inc.
−Removed: Health Care Equipment & Supplies
−Removed: Sunesis Pharmaceuticals, Inc.
−Removed: Pharmaceuticals
+Added: Health Care Equipment &
+Added: SLR Credit Solutions (2)(3)
+Added: Diversified Financial Services
Venus Concept Ltd.
Warrants* (f/k/a Restoration Robotics)
−Removed: Health Care Equipment & Supplies
+Added: Health Care Equipment &
Total Common Equity/Equity Interests/Warrants
5 unchanged sentences
Net Assets — 100.0 %
−Removed: 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: December 31, 2020.
−Removed: 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: Floating rate debt investments typically bear interest at a rate determined by reference to the London Interbank Offered Rate (“LIBOR”), 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 the current implied yield, in effect as of December 31, 2021.
+Added: Denotes investments in which we are deemed to exercise a controlling influence over the management or policies 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 investment.
Transactions during the year ended December 31, 2021 in these controlled investments are as follows:
−Removed: consolidated financial statements.
−Removed: SLR INVESTMENT CORP.
−Removed: CONSOLIDATED SCHEDULE OF INVESTMENTS (continued)
−Removed: December 31, 2020
−Removed: (in thousands, except share/unit amounts)
Name of Issuer
Fair Value at
−Removed: December 31, 2019
−Removed: Interest/Dividend
−Removed: /Other Income
Fair Value at
−Removed: December 31, 2020
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
−Removed: 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.
−Removed: The Companys investments in SOAGG, LLC and SOINT, LLC include a two and one dollar investment in common
−Removed: shares, respectively.
+Added: SLR Credit Solutions
+Added: SLR Equipment Finance (equity)
+Added: SLR Equipment Finance (debt)
+Added: See notes to consolidated financial statements.
+Added: SLR INVESTMENT CORP.
+Added: CONSOLIDATED SCHEDULE OF INVESTMENTS (continued)
+Added: (in thousands)
+Added: Indicates assets that the Company believes may not represent “qualifying assets” under 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
+Added: investments in existing portfolio companies or 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
+Added: assets in the portfolio represented 23.1 % of the total assets of the Company.
+Added: The Company’s investments in SOAGG, LLC and SOINT, LLC include a two and one dollar investment in common shares, respectively.
Kingsbridge Holdings, LLC is held through KBH Topco LLC, a Delaware corporation.
1 unchanged sentence
federal income tax purposes is $ 19,495 ;
−Removed: aggregate gross
−Removed: unrealized appreciation and depreciation for U.S.
+Added: aggregate gross unrealized appreciation and depreciation
federal tax purposes is $ 82,598 and $ 63,103 , respectively, based on a tax cost of $ 1,651,087 .
−Removed: Unless otherwise noted, all of the Companys investments are pledged as collateral against the
−Removed: borrowings outstanding on the senior secured credit facility.
−Removed: The Company generally acquires its investments in private transactions exempt from registration under the Securities Act of 1933, as amended (the Securities
+Added: Unless otherwise noted, all of the
+Added: Company’s investments are pledged as collateral against the borrowings outstanding on the senior secured credit facility.
+Added: The Company generally
+Added: acquires its investments in private transactions exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”).
These investments are generally subject to certain limitations on resale, and may be deemed to be “restricted securities” under the Securities Act.
−Removed: All investments are Level 3 unless otherwise
−Removed: See notes to consolidated financial statements.
−Removed: SLR INVESTMENT CORP.
−Removed: CONSOLIDATED SCHEDULE OF INVESTMENTS (continued)
−Removed: December 31, 2020
−Removed: (in thousands, except share/unit amounts)
−Removed: Floating rate instruments accrue interest at a predetermined spread relative to an index, typically the LIBOR
−Removed: or PRIME rate.
+Added: All investments are Level 3 unless otherwise indicated.
+Added: Floating rate instruments accrue interest at a predetermined spread relative to an index, typically the LIBOR or PRIME rate.
These instruments are often subject to a LIBOR or PRIME rate floor.
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 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.
and OmniGuide, Inc.
−Removed: 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 / 2.50% PIK.
−Removed: Kindred Biosciences, Inc., KindredBio Equine, Inc.
−Removed: and Centaur Biopharmaceutical Services, Inc.
are co-borrowers.
+Added: AmeriMark Interactive, LLC, AmeriMark Direct LLC, AmeriMark Intermediate Sub, Inc., L.T.D.
+Added: Commodities LLC, Dr.
+Added: Leonard’s Healthcare Corp.
+Added: and Amerimark Intermediate Holdings, LLC are each co-Borrowers.
Spread is 6.00 % Cash / 2.00 % PIK.
−Removed: Non-income producing security.
+Added: Spread is 2.50 % Cash / 12.50 % PIK.
+Added: Spread is 5.50 % Cash / 0.50 % PIK.
+Added: producing security.
+Added: Investment is on non-accrual
+Added: See notes to consolidated financial statements.
+Added: SLR INVESTMENT CORP.
+Added: CONSOLIDATED SCHEDULE OF INVESTMENTS (continued)
+Added: (in thousands)
Industry Classification
2 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: Holdings (includes Kingsbridge Holdings, LLC, SLR Equipment Finance, Equipment 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: See notes to consolidated financial statements.
−Removed: SLR INVESTMENT CORP.
−Removed: CONSOLIDATED SCHEDULE OF INVESTMENTS (continued)
−Removed: December 31, 2020
−Removed: (in thousands, except share/unit amounts)
−Removed: Industry Classification
−Removed: Percentage of Total
−Removed: Investments (at fair value) as
−Removed: of December 31, 2020
−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
4 unchanged sentences
(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.
+Added: Solar Capital LLC, 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.
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: (the “Company”, “we”, “us” or “our”), merged with Solar Capital LLC, leaving SLR Investment Corp.
+Added: as the surviving entity (the “Pre-IPO
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 holders in connection with the Pre-IPO
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.
−Removed: SLR Investment Corp., a Maryland corporation formed in November 2007, is a closed-end, externally
−Removed: managed, non-diversified 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
+Added: had no assets or operations prior to completion of the Pre-IPO
+Added: Merger and as a result, the historical 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 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
+Added: SLR Investment Corp., a Maryland corporation formed in November 2007, is a closed-end,
+Added: 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”).
Furthermore, as the Company is an investment company, it continues to apply the guidance in FASB Accounting Standards Codification (“ASC”) Topic 946.
In addition, for U.S.
−Removed: federal income tax purposes, the Company has elected to
−Removed: 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).
−Removed: On February 9, 2010, the Company priced its initial public offering, selling 5.68 million shares of common stock, including the
−Removed: underwriters over-allotment, at a price of $18.50 per share.
+Added: federal income tax purposes, the Company has elected to 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”).
+Added: On February 9, 2010, the Company priced its initial public offering, selling 5.68 million shares of common stock, including the underwriters’ over-allotment, at a price of $ 18.50 per share.
Concurrent with this offering, the Company’s senior management purchased an additional 600,000 shares through a private placement, also at $ 18.50 per share.
The Company’s investment objective is to maximize both current income and capital appreciation through debt and equity investments.
−Removed: Company directly and indirectly invests primarily in leveraged middle market companies in the form of senior secured loans, financing leases and to a lesser extent, unsecured loans and equity securities.
−Removed: From time to time, we may also invest in
−Removed: public companies that are thinly traded.
−Removed: On December 1, 2021, we entered into an Agreement and Plan of Merger, or the Merger
−Removed: 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
−Removed: therein, SLR Capital Partners, LLC (f/k/a Solar Capital Partners, LLC) (the Investment Adviser).
−Removed: The Merger Agreement provides that, subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into SUNS,
−Removed: with SUNS continuing as the surviving 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,
−Removed: the Mergers).
+Added: The Company directly and indirectly invests primarily in leveraged middle market companies in the form of senior secured loans, financing leases and to a lesser extent, unsecured loans and equity securities.
+Added: From time to time, we may also invest in public companies that are thinly traded.
+Added: On April 1, 2022, we acquired SLR Senior Investment Corp., a Maryland corporation (“SUNS”) pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 1, 2021, by and among us, SUNS, Solstice Merger Sub, Inc., a Maryland corporation and our wholly-owned subsidiary (“Merger Sub”), and, solely for the limited purposes set forth therein, SLR Capital Partners, LLC (the “Investment Adviser”).
+Added: Pursuant to the Merger Agreement, Merger Sub merged with and into SUNS, with SUNS continuing as the surviving company and as SUNS’s wholly-owned subsidiary (the “Merger,”) and, immediately thereafter, SUNS merged with and into us, with us continuing as the surviving company (together with the Merger, the “Mergers”).
+Added: In accordance with the terms of the Merger Agreement, at the effective time of the Merger, each outstanding share of SUNS’s common stock was converted into the right to receive 0.7796 shares of our common stock (with SUNS’s stockholders receiving cash in lieu of fractional shares of our common stock).
+Added: As a result of the Mergers, we issued an aggregate of 12,511,825 shares of our common stock to former SUNS stockholders.
See Note 17 for additional information.
1 unchanged sentence
The accompanying consolidated financial statements have been prepared on the accrual basis of accounting in conformity with U.S.
−Removed: accepted accounting principles (GAAP), and include the accounts of the
+Added: generally accepted accounting principles (“GAAP”), and include the accounts of the Company and certain wholly-owned subsidiaries.
+Added: The consolidated financial statements reflect all adjustments and reclassifications which, in the opinion of management, are necessary for the fair presentation of the results of the operations and financial condition for the periods presented.
+Added: All significant intercompany balances and transactions have been eliminated.
+Added: Certain prior period amounts may have been reclassified to conform to the current period presentation.
+Added: The preparation of consolidated financial statements in conformity with GAAP and pursuant to the requirements for reporting on Form 10-K
+Added: and Regulation S-X,
+Added: as appropriate, also requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reported periods.
+Added: Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ materially.
SLR INVESTMENT CORP.
2 unchanged sentences
(in thousands, except share amounts)
−Removed: Company and certain wholly-owned subsidiaries.
−Removed: The consolidated financial statements reflect all adjustments and reclassifications which, in the opinion of management, are necessary for the fair
−Removed: presentation of the results of the operations and financial condition for the periods presented.
−Removed: All significant intercompany balances and transactions have been eliminated.
−Removed: Certain prior period amounts may have been reclassified to conform to the
−Removed: current period presentation.
−Removed: The preparation of consolidated financial statements in conformity with GAAP and pursuant to the
−Removed: requirements for reporting on Form 10-K and Regulation S-X, as appropriate, also requires management to make estimates and assumptions that affect the reported amount of
−Removed: assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reported periods.
−Removed: Changes in the economic environment, financial markets and any other parameters used in determining these
−Removed: estimates could cause actual results to differ materially.
−Removed: In the opinion of management, all adjustments, which are of a normal recurring
−Removed: nature, considered necessary for the fair presentation of financial statements have been included.
−Removed: The significant accounting policies
−Removed: consistently followed by the Company are:
+Added: In the opinion of management, all adjustments, which are of a normal recurring nature and considered necessary for the fair presentation of financial statements, have been included.
+Added: The significant accounting policies consistently followed by the Company are:
Investment transactions are accounted for on the trade date;
−Removed: Under procedures established by our board of directors (the Board), we value investments, including
−Removed: 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).
−Removed: attempt to obtain market quotations from at least two brokers or dealers (if available, otherwise from a principal market maker or a primary market dealer or other independent pricing service).
−Removed: mid-market pricing as a practical expedient for fair value unless a different point within the range is more representative.
−Removed: If and when market quotations are deemed not to represent fair value, we may utilize
−Removed: independent third-party valuation firms to assist us in determining the fair value of material assets.
+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 and deemed to represent fair value under U.S.
+Added: GAAP, at such market quotations (unless they are deemed not to represent fair value).
+Added: A market quotation is readily available for a security only when that quotation is a quoted price (unadjusted) in active markets for identical investments that the Company can access at the measurement date, provided that a quotation will not be readily available if it is not reliable.
+Added: If the Company anticipates using a market quotation for a security, it will also monitor for circumstances that may necessitate the use of fair value, such as significant events that may cause concern over the reliability of a market quotation.
+Added: We attempt to obtain market quotations from at least two brokers or dealers (if available, otherwise from a principal market maker or a primary market dealer or other independent pricing service).
+Added: We utilize mid-market
+Added: pricing as a practical expedient for fair value unless a different point within the range is more representative.
+Added: If and when market quotations are deemed not to represent fair value, we may utilize independent third-party valuation firms to assist us in determining the fair value of material assets.
Accordingly, such investments go through our multi-step valuation process as described below.
−Removed: In each such case, independent valuation firms
−Removed: consider observable market inputs together with significant unobservable inputs in arriving at their valuation recommendations.
−Removed: 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 the Investment Adviser, does not represent fair value, in which case such investments shall be valued at fair value as determined in good faith
−Removed: 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 determined in good faith by or under the direction of our Board.
−Removed: Such determination of
−Removed: fair values involves subjective judgments and estimates.
−Removed: With respect to investments for which market quotations are not
−Removed: readily available or when such market quotations are deemed not to represent fair value, our Board has approved a multi-step valuation process each quarter, as described below:
−Removed: our quarterly valuation process begins with each portfolio company or investment being initially valued by the
−Removed: investment professionals of the Investment Adviser responsible for the portfolio investment;
−Removed: preliminary valuation conclusions are then documented and discussed with senior management of the Investment
+Added: In each such case, independent valuation firms, that may from time to time be engaged by the Board, consider observable market inputs together with significant unobservable inputs in arriving at their valuation recommendations.
+Added: Debt investments with maturities of 60 days or less shall each be valued at cost plus accreted discount, or minus 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 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 fair values involves subjective judgments and estimates.
+Added: With respect to investments for which market quotations are not readily available or when such market quotations are deemed not to represent fair value under U.S.
+Added: GAAP, the Board has approved a multi-step valuation process each quarter, as described below:
+Added: our quarterly valuation process begins with each portfolio company or investment being initially valued by the investment professionals of the Investment Adviser responsible for the portfolio investment;
+Added: preliminary valuation conclusions are then documented and discussed with senior management of the Investment Adviser;
+Added: independent valuation firms engaged by the Board conduct independent appraisals and review the Investment Adviser’s preliminary valuations and make their own independent assessment for all material assets;
+Added: the audit committee of the Board reviews the preliminary valuation of the Investment Adviser and that of the independent valuation firm and responds to the valuation recommendation of the independent valuation firm, if any, to reflect any comments;
+Added: the Board discusses valuations and determines the fair value of each investment in our portfolio in good faith based on the input of the Investment Adviser, the respective independent valuation firm, if any, and the audit committee.
SLR INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
−Removed: December 31, 2021
(in thousands, except share amounts)
−Removed: independent valuation firms engaged by our Board conduct independent appraisals and review the Investment
−Removed: Advisers preliminary valuations and make their own independent assessment for all material assets;
−Removed: the audit committee of the Board reviews the preliminary valuation of the Investment Adviser and that of the
−Removed: independent valuation firm and responds to the valuation recommendation of the independent valuation firm, if any, to reflect any comments;
−Removed: the Board discusses valuations and determines the fair value of each investment in our portfolio in good faith
−Removed: based on the input of the Investment Adviser, the respective independent valuation firm, if any, and the audit committee.
+Added: The valuation principles set forth above may be modified from time to time, in whole or in part, as determined by the Board in its sole discretion.
+Added: The Board will also (1) periodically assess and manage valuation risks;
+Added: (2) establish and apply fair value methodologies;
+Added: (3) test fair value methodologies;
+Added: (4) oversee and evaluate third-party pricing services, as applicable;
+Added: (5) oversee the reporting required by Rule 2a-5
+Added: under the 1940 Act;
+Added: and (6) maintain recordkeeping requirements under Rule 2a-5.
Investments in all asset classes are valued utilizing a market approach, an income approach, or both approaches, as appropriate.
−Removed: accordance with ASC 820-10, certain investments that qualify as investment companies in accordance with ASC 946, may be valued using net asset value as a practical expedient for fair value.
−Removed: The market approach
−Removed: uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business).
−Removed: The income approach uses valuation approaches to convert future amounts (for example, cash
−Removed: flows or earnings) to a single present amount (discounted).
+Added: However, in accordance with ASC 820-10,
+Added: certain investments that qualify as investment companies in accordance with ASC 946, may be valued using net asset value as a practical expedient for fair value.
+Added: The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business).
+Added: The income approach uses valuation approaches to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted).
The measurement is based on the value indicated by current market expectations about those future amounts.
−Removed: In following these approaches, the types of factors that we may take into account
−Removed: in fair value pricing our investments include, as relevant:
−Removed: available current market data, including relevant and applicable market trading and transaction comparables, applicable market yields and multiples, security covenants, call protection
−Removed: provisions, the nature and realizable value of any collateral, the portfolio companys ability to make payments, its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons of financial ratios
−Removed: of peer companies that are public, M&A comparables, our principal market (as the reporting entity) and enterprise values, among other factors.
−Removed: When available, broker quotations and/or quotations provided by pricing services are considered as an
−Removed: input in the valuation process.
+Added: In following these approaches, the types of factors that we may take into account in fair value pricing our investments include, as relevant:
+Added: available current market data, including relevant and applicable market trading and transaction comparables, applicable market yields and multiples, security covenants, call protection provisions, the nature and realizable value of any collateral, the portfolio company’s ability to make payments, its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are public, M&A comparables, our principal market (as the reporting entity) and enterprise values, among other factors.
+Added: When available, broker quotations and/or quotations provided by pricing services are considered as an input in the valuation process.
For the fiscal year ended December 31, 2022, there has been no change to the Company’s valuation approaches or techniques and the nature of the related inputs considered in the valuation process.
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.
−Removed: Quoted prices for similar assets or liabilities in active markets, or quoted
−Removed: prices for identical or similar assets or liabilities in markets that are not active, or other observable inputs other than quoted prices.
+Added: Unadjusted quoted prices in active markets for identical assets or liabilities, accessible by the Company at the measurement date.
+Added: Quoted prices for similar assets or liabilities in active markets, or 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.
−Removed: In all cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the
−Removed: lowest level of input that is significant to the fair value measurement.
+Added: In all cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level of input that is significant to the fair value measurement.
Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each investment.
−Removed: exercise of judgment is based in part on our knowledge of the asset class and our prior experience.
+Added: The exercise of judgment is based in part on our knowledge of the asset class and our prior experience.
Gains or losses on investments are calculated by using the specific identification method.
−Removed: The Company records dividend income and interest, adjusted for amortization of premium and accretion of
−Removed: discount, on an accrual basis.
−Removed: Loan origination fees, original issue discount, and market
+Added: The Company records dividend income and interest, adjusted for amortization of premium and accretion of discount, on an accrual basis.
+Added: Loan origination fees, original issue discount, and market discounts are capitalized and we amortize such amounts 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: We record call premiums received on loans repaid as interest income when we receive such amounts.
+Added: Capital structuring fees, amendment fees, consent fees, and any other non-recurring
+Added: fee income as well as a management fee and other fee income for services rendered, if any, are recorded as other income when earned.
+Added: The Company intends to comply with the applicable provisions of the Code pertaining to regulated investment companies to make distributions of taxable income sufficient to relieve it of substantially all U.S.
+Added: federal income taxes.
+Added: The Company, at its discretion, may carry forward taxable income in excess of calendar year distributions and pay a 4 % excise tax on this income.
+Added: The Company will accrue excise tax on such estimated excess taxable income as appropriate.
+Added: Table of Content s
SLR INVESTMENT CORP.
2 unchanged sentences
(in thousands, except share amounts)
−Removed: discounts are capitalized and we amortize such amounts into income using the effective interest method.
−Removed: Upon the prepayment of a loan, any unamortized loan origination fees are recorded as
−Removed: interest income.
−Removed: We record call premiums received on loans repaid as interest income when we receive such amounts.
−Removed: Capital structuring fees, amendment fees, consent fees, and any other non-recurring fee income
−Removed: as well as management fee and other fee income for services rendered, if any, are recorded as other income when earned.
−Removed: The Company intends to comply with the applicable provisions of the Code pertaining to regulated investment
−Removed: companies to make distributions of taxable income sufficient to relieve it of substantially all U.S.
−Removed: federal income taxes.
−Removed: The Company, at its discretion, may carry forward taxable income in excess of calendar year distributions and pay a 4% excise
−Removed: tax on this income.
−Removed: The Company will accrue excise tax on such estimated excess taxable income as appropriate.
−Removed: Book and tax basis differences relating to stockholder distributions and other permanent book and tax
−Removed: differences are typically reclassified among the Companys capital accounts.
+Added: Book and tax basis differences relating to stockholder distributions and other permanent book and tax differences are typically reclassified among the Company’s capital accounts.
In addition, the character of income and gains to be distributed is determined in accordance with income tax regulations that may differ from GAAP;
−Removed: accordingly at
−Removed: December 31, 2021, $2,605 was reclassified on our balance sheet between accumulated distributable net loss and paid-in capital in excess of par.
+Added: accordingly at December 31, 2022, $ 28,991 was reclassified on our balance sheet between accumulated distributable net loss and paid-in
+Added: capital in excess of par.
Total earnings and net asset value are not affected.
Distributions to common stockholders are recorded as of the record date.
−Removed: The amount to be paid out as a
−Removed: distribution is determined by the Board.
+Added: The amount to be paid out as a distribution is determined by the Board.
Net realized capital gains, if any, are generally distributed or deemed distributed at least annually.
−Removed: In accordance with Regulation S-X and ASC Topic
−Removed: 810 Consolidation , the Company consolidates its interest in controlled investment company subsidiaries, financing subsidiaries and certain wholly-owned holding companies that serve to facilitate investment in portfolio companies.
−Removed: addition, the Company may also consolidate any controlled operating companies substantially all of whose business consists of providing services to the Company.
+Added: In accordance with Regulation S-X
+Added: and ASC Topic 810— Consolidation
+Added: , the Company consolidates its interest in controlled investment company subsidiaries, financing subsidiaries and certain wholly-owned holding companies that serve to facilitate investment in portfolio companies.
+Added: In addition, the Company may also consolidate any controlled operating companies substantially all of whose business consists of providing services to the Company.
The accounting records of the Company are maintained in U.S.
−Removed: Any assets and liabilities denominated in
−Removed: foreign currencies are translated into U.S.
+Added: Any assets and liabilities denominated in foreign currencies are translated into U.S.
dollars based on the rate of exchange of such currencies against U.S.
dollars on the date of valuation.
−Removed: The Company will not isolate that portion of the results of operations resulting from changes in
−Removed: foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held.
+Added: The Company will not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held.
Such fluctuations would be included with the net unrealized gain or loss from investments.
−Removed: The Companys investments in
−Removed: foreign securities, if any, may involve certain risks, including without limitation:
−Removed: foreign exchange restrictions, expropriation, taxation or other political, social or economic risks, all of which could affect the market and/or credit risk of the
+Added: The Company’s investments in foreign securities, if any, may involve certain risks, including without limitation:
+Added: foreign exchange restrictions, expropriation, taxation or other political, social or economic risks, all of which could affect the market and/or credit risk of the investment.
In addition, changes in the relationship of foreign currencies to the U.S.
1 unchanged sentence
dollars and therefore the earnings of the Company.
−Removed: The Company has made elections to apply the fair value option of accounting to the unsecured senior notes due
−Removed: 2022 (the 2022 Unsecured Notes) (see notes 6 and 7), in accordance with ASC 825-10.
−Removed: In accordance with ASC 835-30, the Company reports origination and
−Removed: other expenses related to certain debt issuances as a direct deduction from the carrying amount of the debt liability.
−Removed: Applicable expenses are deferred and amortized using either the effective interest method or the straight-line method over the
+Added: In accordance with ASC 835-30,
+Added: the Company reports origination and other expenses related to certain debt issuances as a direct deduction from the carrying amount of the debt liability.
+Added: Applicable expenses are deferred and amortized using either the effective interest method or the straight-line method over the stated life.
The straight-line method may be used on revolving facilities and/or when it approximates the effective yield method.
−Removed: SLR INVESTMENT CORP.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
−Removed: December 31, 2021
−Removed: (in thousands, except share amounts)
The Company may enter into forward exchange contracts in order to hedge against foreign currency risk.
−Removed: contracts are marked-to-market by recognizing the difference between the contract exchange rate and the current market rate as unrealized appreciation or depreciation.
+Added: These contracts are marked-to-market
+Added: by recognizing the difference between the contract exchange rate and the current market rate as unrealized appreciation or depreciation.
Realized gains or losses are recognized when contracts are settled.
−Removed: The Company records expenses related to shelf registration statements and applicable equity offering costs as
−Removed: prepaid assets.
+Added: The Company records expenses related to shelf registration statements and applicable equity offering costs as prepaid assets.
These expenses are typically charged as a reduction of capital upon the sale of shares or expensed, in accordance with ASC 946-20-25.
−Removed: Investments that are expected to pay regularly scheduled interest in cash are generally placed on non-accrual status when principal or interest cash payments are past due 30 days or more (90 days or more for equipment financing) and/or when it is no longer probable that principal or interest cash payments will
−Removed: be collected.
−Removed: Such non-accrual investments are restored to accrual status if past due principal and interest are paid in cash, and in managements judgment, are likely to continue timely payment of their
−Removed: remaining principal and interest obligations.
+Added: Investments that are expected to pay regularly scheduled interest in cash are generally placed on non-accrual
+Added: status when principal or interest cash payments are past due 30 days or more ( 90 days or more for equipment financing) and/or when it is no longer probable that principal or interest cash payments will be collected.
+Added: Such non-accrual
+Added: investments are restored to accrual status if past due principal and interest are paid in cash, and in management’s judgment, are likely to continue timely payment of their remaining principal and interest obligations.
Cash interest payments received on such investments may be recognized as income or applied to principal depending on management’s judgment.
−Removed: The Company defines cash equivalents as securities that are readily convertible into known amounts of cash and
−Removed: so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.
+Added: The Company defines cash equivalents as securities that are readily convertible into known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.
Generally, only securities with a maturity of three months or less would qualify, with limited exceptions.
−Removed: The Company believes
−Removed: that certain U.S.
+Added: The Company believes that certain U.S.
Treasury bills, repurchase agreements and other high-quality, short-term debt securities would qualify as cash equivalents.
+Added: SLR INVESTMENT CORP.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
+Added: (in thousands, except share amounts)
Recent Accounting Pronouncements
−Removed: In March 2020, the FASB issued
−Removed: Accounting Standards Update No.
+Added: In March 2020, the FASB issued Accounting Standards Update No.
“Reference Rate Reform (Topic 848):
−Removed: Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The guidance provides optional
−Removed: expedients and exceptions for 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
−Removed: 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
−Removed: have on the Companys financial statements.
−Removed: The Company has an investment advisory and management agreement (the Advisory Agreement) with the Investment Adviser, under which
−Removed: the Investment Adviser will manage the day-to-day operations of, and provide investment advisory services to the Company.
−Removed: For providing these services, the Investment
−Removed: 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 average value of the Companys gross assets at the end
−Removed: 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%
−Removed: 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 the end of each fiscal quarter for purposes of preserving
−Removed: investment flexibility in the next fiscal quarter.
+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 transactions, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued because of the reference rate reform.
+Added: is effective for all entities as of March 12, 2020 through December 31, 2022.
+Added: The Company has determined that the adoption of this guidance has not had a material impact on the Company’s consolidated financial statements and disclosures.
+Added: The Company has an investment advisory and management agreement (the “Advisory Agreement”) with the Investment Adviser, under which the Investment Adviser manages the day-to-day
+Added: operations of, and provides investment advisory services to the Company.
+Added: For providing these services, the Investment Adviser receives a fee from the Company, consisting of two components—a base management fee and a performance-based incentive fee.
+Added: The base management fee is determined by taking the average value of the Company’s gross assets at the end of the two most recently completed calendar quarters calculated at an annual rate of 1.50 % on gross assets up to 200 % of the Company’s total net assets as of the immediately preceding quarter end and 1.00 % on gross assets that exceed 200 % of the Company’s 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 investment flexibility in the next fiscal quarter.
Temporary assets include, but are not limited to, U.S.
2 unchanged sentences
The performance-based incentive fee has two parts, as follows:
−Removed: one part is calculated and payable quarterly in arrears based on the
−Removed: Companys pre-incentive fee net investment income for the immediately preceding
+Added: one part is calculated and payable quarterly in arrears based on the Company’s pre-incentive
+Added: fee net investment income for the immediately preceding calendar quarter.
+Added: For this purpose, pre-incentive
+Added: 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, origination, structuring, diligence and consulting fees or other fees that we receive from portfolio companies) accrued during the calendar quarter, minus the Company’s operating expenses for the quarter (including the base management fee, any 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).
+Added: Pre-incentive
+Added: fee net investment income does not include any realized capital gains or losses, or unrealized capital appreciation or depreciation.
+Added: Pre-incentive
+Added: fee net investment income, expressed as a rate of return on the value of the Company’s net assets at the end of the immediately 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 Company’s pre-incentive
+Added: fee net investment income in each calendar quarter as follows:
+Added: (1) no performance-based incentive fee in any calendar quarter in which the Company’s pre-incentive
+Added: fee net investment income does not exceed the hurdle rate;
+Added: (2) 100 % of the Company’s pre-incentive
+Added: fee net investment income with respect to that portion of such pre-incentive
+Added: fee net investment income, if any, that exceeds the hurdle rate but is less than 2.1875% in any calendar quarter;
+Added: and (3) 20 % of the amount of the Company’s pre-incentive
+Added: fee net investment income, if any, that exceeds 2.1875% in any calendar quarter.
+Added: These calculations are appropriately pro-rated
+Added: for any period of less than three months.
+Added: The second part of the 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 Company’s cumulative realized capital gains less cumulative realized capital losses, unrealized capital depreciation (unrealized depreciation on a gross investment-by-investment
+Added: basis at the end of 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.
+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: No accrual was required for the fiscal years ended December 31, 2022, 2021 and 2020.
+Added: For the fiscal years ended December 31, 2022, 2021 and 2020, the Company recognized $ 29,982 , $ 28,277 and $ 24,951 , respectively, in base management fees and $ 15,097 , $ 10,309 and $ 2,272 , respectively, in performance-based incentive fees.
+Added: For the fiscal years ended December 31, 2022, 2021 and 2020, $ 1,527 , $ 0 and $ 0 , respectively, of such performance-based incentive fees were waived.
+Added: The Investment Adviser has agreed to waive incentive fees resulting from income earned due to the accretion of purchase discount allocated to investments acquired as a result of the Mergers.
+Added: Fees waived pursuant to the above are not subject to recoupment by the Investment Adviser.
SLR INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
−Removed: December 31, 2021
(in thousands, except share amounts)
−Removed: calendar quarter.
−Removed: For this purpose, pre-incentive fee net investment income means interest income, dividend income and any other income (including any
−Removed: 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 portfolio companies) accrued during the calendar quarter, minus the
−Removed: Companys operating expenses for the quarter (including the base management fee, any expenses payable under the Administration Agreement, and any interest expense and distributions paid on any issued and outstanding preferred stock, but
−Removed: 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 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
−Removed: 1.75% per quarter (7% annualized).
−Removed: The Company pays the Investment Adviser a performance-based incentive fee with respect to the Companys pre-incentive fee net investment income in each calendar
−Removed: quarter as follows:
−Removed: (1) no performance-based incentive fee 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
−Removed: Companys 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
−Removed: but is less than 2.1875% in any calendar quarter;
−Removed: 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: calculations are appropriately pro-rated for any period of less than three months.
−Removed: part of the 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
−Removed: realized capital gains less cumulative realized capital losses, unrealized capital depreciation (unrealized depreciation on a gross investment-by-investment basis at the
−Removed: end of 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 fiscal years ended December 31, 2021, 2020 and 2019.
−Removed: For the fiscal years ended December 31, 2021, 2020 and 201, the Company recognized $28,277, $24,951 and $26,774, respectively, in base
−Removed: management fees and $10,309, $2,272 and $18,111, respectively, in performance-based incentive fees.
−Removed: The Company has also entered into an
−Removed: Administration Agreement with SLR Capital Management, LLC (f/k/a Solar Capital Management, LLC) (the Administrator) under which the Administrator provides administrative services to the Company.
−Removed: For providing these services, facilities
−Removed: and personnel, the Company reimburses the Administrator for the Companys allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the Administration Agreement, including rent.
−Removed: Administrator will also provide, on the Companys behalf, managerial assistance to those portfolio companies to which the Company is required to provide such assistance.
+Added: Company has also entered into an Administration Agreement with SLR Capital Management, LLC (the “Administrator”) under which the Administrator provides administrative services to the Company.
+Added: For providing these services, facilities and personnel, the Company reimburses the Administrator for the Company’s allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the Administration Agreement, including rent.
+Added: The Administrator will also provide, on the Company’s behalf, managerial assistance to those portfolio companies to which the Company is required to provide such assistance.
The Company typically reimburses the Administrator on a quarterly basis.
−Removed: For the fiscal years ended December 31, 2021, 2020 and 2019, the Company recognized expenses under the Administration Agreement of
−Removed: $5,575, $5,215 and $5,265, respectively.
+Added: For the fiscal years ended December 31, 2022, 2021 and 2020, the Company recognized expenses under the Administration Agreement of $ 5,401 , $ 5,575 and $ 5,215 , respectively.
No managerial assistance fees were accrued or collected for the fiscal years ended December 31, 2022, 2021 and 2020.
−Removed: SLR INVESTMENT CORP.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
−Removed: December 31, 2021
−Removed: (in thousands, except share amounts)
Net Asset Value Per Share
At December 31, 2022, the Company’s total net assets and net asset value per share were $ 999,731 and $ 18.33 , 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: The following table sets forth the computation of basic and diluted net increase in net assets per share resulting from
−Removed: operations, pursuant to ASC 260-10, for the years ended December 31, 2021, 2020 and 2019:
+Added: This compares 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, pursuant to ASC 260-10,
+Added: for the years ended December 31, 2022, 2021 and 2020:
December 31, 2022
5 unchanged sentences
Earnings per share:
−Removed: 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
−Removed: market participants at the measurement date.
+Added: 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 market participants at the measurement date.
GAAP establishes a framework for measuring fair value that includes a hierarchy used to classify the inputs used in measuring fair value.
−Removed: The hierarchy prioritizes the inputs to valuations used to measure
−Removed: fair value into three levels.
+Added: The hierarchy prioritizes the inputs to valuations used to measure fair value into three levels.
The level in the fair value hierarchy within which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement.
−Removed: The levels of the fair value hierarchy
−Removed: are as follows:
−Removed: Financial assets and liabilities whose values are based on unadjusted quoted
−Removed: prices for identical assets or liabilities in an active market that the Company has the ability to access.
−Removed: Financial assets and liabilities whose values are based on quoted prices in markets that are not
−Removed: active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability.
+Added: The levels of the fair value hierarchy are as follows:
+Added: Financial assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market that the Company has the ability to access.
+Added: Financial assets and liabilities whose values are based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability.
Level 2 inputs include the following:
Quoted prices for similar assets or liabilities in active markets;
−Removed: Quoted prices for identical or similar assets or liabilities in
−Removed: non-active markets;
+Added: Quoted prices for identical or similar assets or liabilities in non-active
Pricing models whose inputs are observable for substantially the full term of the asset or liability;
−Removed: Pricing models whose inputs are derived principally from or corroborated by observable market data through
−Removed: correlation or other means for substantially the full term of the asset or liability.
+Added: Pricing models whose inputs are derived principally from or corroborated by observable market data through correlation or other means for substantially the full term of the asset or liability.
Financial assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement.
−Removed: These inputs reflect managements and, if
−Removed: applicable, an independent third-party valuation firms own assumptions about the assumptions a market participant would use in pricing the asset or liability.
+Added: These inputs reflect management’s and, if applicable, an independent third-party valuation firm’s own assumptions about the assumptions a market participant would use in pricing the asset or liability.
SLR INVESTMENT CORP.
2 unchanged sentences
(in thousands, except share amounts)
−Removed: When the inputs used to measure fair value fall within different levels of the hierarchy, the
−Removed: level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement in its entirety.
−Removed: For example, a Level 3 fair value measurement may include inputs that are
−Removed: observable (Levels 1 and 2) and unobservable (Level 3).
−Removed: Gains and losses for assets and liabilities categorized within the
−Removed: Level 3 table below may include changes in fair value that are attributable to both observable inputs (Levels 1 and 2) and unobservable inputs (Level 3).
+Added: When the inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement in its entirety.
+Added: For example, a Level 3 fair value measurement may include inputs that are observable (Levels 1 and 2) and unobservable (Level 3).
+Added: Gains and losses for assets and liabilities categorized within the Level 3 table below may include changes in fair value that are attributable to both observable inputs (Levels 1 and 2) and unobservable inputs (Level 3).
A review of fair value hierarchy classifications is conducted on a quarterly basis.
−Removed: Changes in the observability of valuation inputs may
−Removed: result in a reclassification for certain financial assets or liabilities.
−Removed: Such reclassifications involving Level 3 assets and liabilities are reported as transfers in/out of Level 3 as of the end of the quarter in which the
−Removed: reclassifications occur.
+Added: Changes in the observability of valuation inputs may result in a reclassification for certain financial assets or liabilities.
+Added: Such reclassifications involving Level 3 assets and liabilities are reported as transfers in/out of Level 3 as of the end of the quarter in which the reclassifications occur.
Within the fair value hierarchy tables below, cash and cash equivalents are excluded but could be classified as Level 1.
−Removed: The following tables present the balances of assets and liabilities measured at fair value on a recurring basis, as of December 31, 2021
−Removed: and December 31, 2020:
+Added: The following tables present the balances of assets and liabilities measured at fair value on a recurring basis, as of December 31, 2022 and December 31, 2021:
Fair Value Measurements
As of December 31, 2022
+Added: Net Asset Value*
Senior Secured Loans
3 unchanged sentences
Total Investments
−Removed: 2022 Unsecured Notes
+Added: In accordance with ASC 820-10,
+Added: certain investments that are measured using the net asset value per share (or its equivalent) as a practical expedient for fair value have not been classified in the fair value hierarchy.
+Added: The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Consolidated Statements of Assets and Liabilities.
+Added: The portfolio investment in this category is SSLP.
+Added: See Note 19 for more information on this investment, including its investment strategy and the Company’s unfunded equity commitment to SSLP.
+Added: This investment is not redeemable by the Company absent an election by the members of the entity to liquidate all investments and distribute the proceeds to the members.
Fair Value Measurements
10 unchanged sentences
(in thousands, except share amounts)
−Removed: The following table provides a summary of the changes in fair value of Level 3 assets
−Removed: for the 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:
+Added: The following table provides a summary of the changes in fair value of Level 3 assets for the year ended December 31, 2022, 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, 2022:
Fair Value Measurements Using Level 3 Inputs
5 unchanged sentences
Net realized gain (loss)
−Removed: Net change in unrealized gain (loss)
+Added: Net change in unrealized loss
Purchase of investment securities(1)
2 unchanged sentences
Fair value, December
−Removed: Unrealized gains (losses) for the period relating to those Level 3 assets that were still
−Removed: held by the Company at the end of the period:
−Removed: 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: 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 year ended December 31, 2021:
+Added: Unrealized losses for the period relating to those Level 3 assets that were still held by the Company at the end of the period:
+Added: Net change in unrealized loss
+Added: Includes positions acquired from SUNS as a result of the Mergers.
+Added: The following table shows a reconciliation of the beginning and ending balances for fair valued liabilities measured using significant unobservable inputs (Level 3) for the year ended December 31, 2022:
2022 Unsecured Notes
6 unchanged sentences
Ending fair value
+Added: The Company made an election to apply the fair value option of accounting to the 2022 Unsecured Notes, in accordance with ASC 825-10.
+Added: On May 8, 2022, the borrowings were repaid in full.
+Added: While the Company has not made an election to apply the fair value option of accounting to any of its other debt obligations, if the Company’s debt obligations were carried at fair value at December 31, 2022, the fair value of the Credit Facility, SPV Credit Facility, 2023 Unsecured Notes, 2024 Unsecured Notes, 2025 Unsecured Notes, 2026 Unsecured Notes, 2027 Unsecured Notes and 2027 Series F Unsecured Notes would be $ 393,000 , $ 155,200 , $ 75,000 , $ 118,750 , $ 79,688 , $ 68,250 , $ 42,875 and $ 118,125 , respectively.
SLR INVESTMENT CORP.
2 unchanged sentences
(in thousands, except share amounts)
−Removed: The Company made elections to apply the fair value option of accounting to the 2022 Unsecured
−Removed: Notes, in accordance with ASC 825-10.
−Removed: On December 31, 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: The following table provides a summary of the changes in fair value of Level 3 assets for the 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)
3 unchanged sentences
Fair value, December
−Removed: Unrealized gains (losses) for the period relating to those Level 3 assets that were still
−Removed: held by the Company at the end of the period:
−Removed: Net change in unrealized loss
−Removed: The following table shows a reconciliation of the beginning and ending balances for fair valued liabilities
−Removed: measured using significant unobservable inputs (Level 3) for the year ended December 31, 2020:
+Added: Unrealized gains (losses) for the period relating to those Level 3
+Added: assets that were still held by the Company at the end of the
+Added: Net change in unrealized gain (loss)
+Added: On February 17, 2021, the Company exercised its warrants in Senseonics Holdings, Inc., receiving shares in 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.
+Added: The following table shows a reconciliation of the beginning and ending balances for fair valued liabilities measured using significant unobservable inputs (Level 3) for the year ended December 31, 2021:
2022 Unsecured Notes
6 unchanged sentences
Ending fair value
−Removed: The Company made elections to apply the fair value option of accounting to the 2022 Unsecured Notes, in
−Removed: accordance with ASC 825-10.
+Added: The Company made elections to apply the fair value option of accounting to the 2022 Unsecured Notes, in accordance with ASC 825-10.
On December 31, 2021, there were borrowings of $ 150,000 on the 2022 Unsecured Notes.
5 unchanged sentences
The Company typically determines the fair value of its performing debt investments utilizing a yield analysis.
−Removed: In a yield analysis, a price is
−Removed: ascribed for each investment based upon an assessment of current and expected market yields for similar investments and risk profiles.
−Removed: Additional consideration is given to current contractual interest rates, relative maturities and other key terms
−Removed: and risks associated with an investment.
−Removed: Among other factors, a significant determinant of risk is the amount of leverage used by the portfolio company relative to the total enterprise value of the company, and the rights and remedies of our
−Removed: investment within each portfolio company.
−Removed: Significant unobservable quantitative inputs typically used in the fair value measurement of
−Removed: the Companys Level 3 assets and liabilities primarily reflect current market yields, including indices, and readily available quotes from brokers, dealers, and pricing services as indicated by comparable assets and liabilities, as well as
−Removed: 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 December 31, 2021 is
−Removed: summarized in the table below:
+Added: In a yield analysis, a price is ascribed for each investment based upon an assessment of current and expected market yields for similar investments and risk profiles.
+Added: Additional consideration is given to current contractual interest rates, relative maturities and other key terms and risks associated with an investment.
+Added: Among other factors, a significant determinant of risk is the amount of leverage used by the portfolio company relative to the total enterprise value of the company, and the rights and remedies of our investment within each portfolio company.
+Added: Significant unobservable quantitative inputs typically used in the fair value measurement of the Company’s Level 3 assets and liabilities primarily reflect current market yields, including indices, and readily available quotes from brokers, dealers, and pricing services as indicated by comparable assets and liabilities, as well as 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.
+Added: Quantitative information about the Company’s Level 3 asset and liability fair value measurements as of December 31, 2022 is summarized in the table below:
Fair Value at
5 unchanged sentences
Senior Secured Loans
+Added: 1,212,842 32,572
Income Approach
Market Multiple (1)
−Removed: Comparable Multiple
+Added: Market Yield Comparable Multiple
18.2 % ( 12.0 %)
−Removed: 2.0x-3.0x(2.5x)/
−Removed: 2.0x-3.0x(2.5x)
+Added: 0.1 x- 21.4 x
Equipment Financing
−Removed: Income Approach
−Removed: Market Approach
−Removed: Return on Equity
145,132 120,820
+Added: Income Approach
+Added: Market Multiple (2)
+Added: Market Yield Comparable Multiple
+Added: 8.5 % – 9.7 % ( 9.7 %) 1.1 x- 1.4 x
Preferred Equity
2 unchanged sentences
Common Equity/Equity Interests/Warrants
−Removed: Market Approach
−Removed: Comparable Multiple
−Removed: Return on Equity
−Removed: 5.8x 10.5x (9.5x)
149,120 412,480
−Removed: 2022 Unsecured Notes
−Removed: Income Approach
+Added: Market Multiple (3)
+Added: Market Approach
+Added: Comparable Multiple Return on Equity
+Added: 9.8 x ( 8.8 x) 6.6 % –
35.2 % ( 9.2 %)
−Removed: Investments are valued using a
−Removed: sum-of-the parts analysis, using expected EBITDA multiples (2x-3x) for certain segments of the business and expected revenue
−Removed: multiples (2x-3x) for certain segments of the business.
−Removed: Includes $403 of investments valued using a Black-Scholes model and $151,212 of investments valued using an
−Removed: EBITDA multiple
−Removed: SLR INVESTMENT CORP.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
−Removed: December 31, 2021
−Removed: (in thousands, except share amounts)
−Removed: Quantitative information about the Companys Level 3 asset and liability fair value
−Removed: measurements as of December 31, 2020 is summarized in the table below:
+Added: Investments are valued using a sum-of-the
+Added: parts analysis, using expected revenue multiples for certain segments of the businesses and expected EBITDA multiples for certain segments of the businesses.
+Added: Includes $ 120,820 of investments valued using an implied
+Added: Includes $ 676 of investments valued using a Black-Scholes model and $ 148,444 of investments valued using an EBITDA multiple.
+Added: Quantitative information about the Company’s Level 3 asset and liability fair value measurements as of December 31, 2021 is summarized in the table below
Fair Value at
5 unchanged sentences
Senior Secured Loans
−Removed: Income Approach
931,769 7,921
+Added: Income Approach Market Multiple (1)
+Added: Market Yield Comparable Multiple
+Added: 19.6 % ( 8.7 %) 2.0 x- 3.0 x( 2.5 x)/ 2.0 x-
+Added: 3.0 x( 2.5 x)
Equipment Financing
−Removed: Income Approach
−Removed: Market Approach
−Removed: Return on Equity
144,693 129,102
+Added: Income Approach Market Approach
+Added: Market Yield Return on Equity
+Added: 20.3 % ( 9.8 %) 4.6 %- 4.6 %
Preferred Equity
2 unchanged sentences
Common Equity/Equity Interests/Warrants
+Added: 151,615 298,766
+Added: Market Multiple (2)
Market Approach
−Removed: Comparable Multiple
−Removed: Return on Equity
−Removed: 5.8x 6.3x (6.3x)
+Added: Comparable Multiple Return on Equity
+Added: 10.5 x ( 9.5 x) 6.1 % –
18.5 % ( 8.6 %)
2 unchanged sentences
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.
+Added: Investments are valued using a sum-of-the
+Added: parts analysis, using expected EBITDA multiples (2x-3x)
+Added: for certain segments of the business and expected revenue multiples (2x-3x)
+Added: 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 EBITDA multiple.
+Added: SLR INVESTMENT CORP.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
+Added: December 31, 2022
+Added: (in thousands, except share amounts)
+Added: Significant increases or decreases in any of the above unobservable inputs in isolation, including unobservable inputs used in deriving bid-ask
+Added: spreads, if applicable, could result in significantly lower or higher fair value measurements for such assets and liabilities.
+Added: Generally, an increase in market yields or decrease in EBITDA multiples may result in a decrease in the fair value of certain of the Company’s investments.
Our debt obligations consisted of the following as of December 31, 2022 and December 31, 2021:
4 unchanged sentences
Credit Facility
−Removed: NEFPASS Facility
+Added: SPV Credit Facility
2022 Unsecured Notes
4 unchanged sentences
2026 Unsecured Notes
−Removed: Carrying Value equals the Face Amount net of unamortized debt issuance costs of $4,485 and $2,234 as of
−Removed: December 31, 2021 and December 31, 2020, respectively.
+Added: 2027 Unsecured Notes
+Added: 2027 Series F Unsecured Notes
+Added: Carrying Value equals the Face Amount net of unamortized debt issuance costs of $ 4,746
+Added: as of December 31, 2022 and December 31, 2021, respectively.
+Added: Carrying Value equals the Face Amount net of unamortized market discount of $ 898 as of December 31, 2022.
+Added: Carrying Value equals the Face Amount net of unamortized debt issuance costs of $ 36 as of December 31, 2021.
+Added: Carrying Value equals the Face Amount net of unamortized debt issuance costs of $ 21 and $ 408 as of December 31, 2022 and December 31, 2021, respectively.
+Added: Carrying Value equals the Face Amount net of unamortized debt issuance costs of $ 579 and $ 857 as of December 31, 2022 and December 31, 2021, respectively.
+Added: Carrying Value equals the Face Amount net of unamortized market discount of $ 387 as of December 31, 2022.
+Added: Carrying Value equals the Face Amount net of unamortized debt issuance costs of $ 502 and $ 616 as of December 31, 2022 and December 31, 2021, respectively.
+Added: Carrying Value equals the Face Amount net of unamortized debt issuance costs of $ 47 and $ 60 as of December 31, 2022 and December 31, 2021, respectively.
+Added: Carrying Value equals the Face Amount net of unamortized debt issuance costs of $ 22 as of December 31, 2022.
+Added: Unsecured Notes
+Added: On April 1, 2022, the Company entered into an assumption agreement (the “Note Assumption Agreement”), effective as of the closing of the Mergers.
+Added: The Note Assumption Agreement relates to the Company’s assumption of $ 85,000 in aggregate principal amount of five-year , 3.90 % senior unsecured notes, due March 31, 2025 (the “2025 Unsecured Notes”) and other obligations of SUNS under the Note Purchase Agreement, dated as of March 31, 2020 (the “Note Purchase Agreement”), among SUNS and certain institutional investors.
+Added: Interest on the 2025 Unsecured Notes is due semi-annually on March 31 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 2025 Unsecured Notes outstanding, and the due and punctual performance and observance of every covenant and every condition of the Note Purchase Agreement, to be performed or observed by SUNS.
SLR INVESTMENT CORP.
2 unchanged sentences
(in thousands, except share amounts)
−Removed: Carrying Value equals the Face Amount net of unamortized debt issuance costs of $0 and $623 as of
−Removed: December 31, 2021 and December 31, 2020, respectively.
−Removed: Carrying Value equals the Face Amount net of unamortized debt issuance costs of $36 and $70 as of
−Removed: December 31, 2021 and December 31, 2020, respectively.
−Removed: Carrying Value equals the Face Amount net of unamortized debt issuance costs of $408 and $775 as of
−Removed: December 31, 2021 and December 31, 2020, respectively.
−Removed: Carrying Value equals the Face Amount net of unamortized debt issuance costs of $857 and $1,123 as of
−Removed: December 31, 2021 and December 31, 2020, respectively.
−Removed: Carrying Value equals the Face Amount net of unamortized debt issuance costs of $616 and $724 as of
−Removed: December 31, 2021 and December 31, 2020, respectively.
−Removed: Carrying Value equals the Face Amount net of unamortized debt issuance costs of $60 as of December 31,
−Removed: 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 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 buyers.
+Added: 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 % and a maturity date of March 14, 2027.
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 $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: 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 % and a maturity date of December 15, 2024 .
Interest on the 2024 Unsecured Notes is due semi-annually on June 15 and December 15 .
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: 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 % and a maturity date of December 15, 2026 .
Interest on the 2026 Unsecured Notes is due semi-annually on June 15 and December 15.
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: 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 % 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 .
The 2022 Tranche C Notes were issued in a private placement only to qualified institutional buyers.
+Added: The 2022 Tranche C Notes were repaid in full at maturity.
On November 22, 2017, we issued $ 75,000 in aggregate principal amount of publicly registered 2023 Unsecured Notes for net proceeds of $ 73,846 .
1 unchanged sentence
The 2023 Unsecured Notes mature on January 20, 2023 .
−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 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 .
The 2022 Unsecured Notes were issued in a private placement only to qualified institutional buyers.
+Added: The 2022 Unsecured Notes were repaid in full at maturity.
+Added: 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 a maturity date of May 8, 2022.
+Added: Interest on the 2022 Unsecured Notes is due semi-annually on May 8 and November 8 .
+Added: The 2022 Unsecured Notes were issued in a private placement only to qualified institutional buyers.
+Added: The 2022 Unsecured Notes were repaid in full at maturity.
+Added: Revolving and Term Loan Facilities
+Added: On April 1, 2022, the Company entered into an assumption agreement (the “CF Assumption Agreement”), effective as of the closing of the Mergers.
+Added: The CF Assumption Agreement relates to the Company’s assumption of the Revolving Credit Facility, originally entered into on August 26, 2011 (as amended from time to time, the “SPV Credit Facility”), by and among SUNS SPV LLC (the “SUNS SPV”), a wholly-owned subsidiary of SUNS, acting as borrower, Citibank, N.A., acting as administrative agent and collateral agent, and the other parties thereto.
+Added: Currently, the commitment under the SPV Credit Facility is $ 225,000 ;
+Added: however, the commitment can also be expanded up to $ 600,000 .
+Added: The stated interest rate on the SPV Credit Facility is LIBOR plus 2.00 %- 2.50 %
+Added: with no LIBOR floor requirement and the current final maturity date is June 1, 2026 .
+Added: The SPV Credit Facility is secured by all of the assets held by SUNS SPV.
+Added: Under the terms of the SPV Credit Facility and related transaction documents, the Company as successor to SUNS, and SUNS SPV, as applicable, have made certain customary representations and warranties, and are required to comply with various covenants, including leverage restrictions, reporting requirements and other customary requirements for similar credit facilities.
+Added: The SPV Credit Facility also includes usual and customary events of default for credit facilities of this nature.
+Added: At December 31, 2022, outstanding USD equivalent borrowings under the SPV Credit Facility totaled $ 155,200 .
SLR INVESTMENT CORP.
2 unchanged sentences
(in thousands, except share amounts)
−Removed: On November 8, 2016, the Company closed a private offering of $50,000 of the 2022
−Removed: Unsecured Notes with a fixed interest rate of 4.40% 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 Notes were issued in a private placement
−Removed: only to qualified institutional buyers.
−Removed: Revolving and Term Loan Facilities
On December 28, 2021, the Company closed on Amendment No.
−Removed: 1 to its August 28, 2019 senior secured credit agreement (the
−Removed: Credit Facility).
−Removed: Post amendment, the Credit Facility is composed of $600,000 of revolving credit and $100,000 of term loans.
−Removed: 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: 1 to its August 28, 2019 senior secured credit agreement (the “Credit Facility”).
+Added: Following the amendment and a November 2022 upsizing, the Credit Facility is composed of $ 625,000 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 %
+Added: or the alternate base rate plus 0.75 %- 1.00 %.
The Credit Facility has a 0% floor and matures in December 2026 and includes ratable amortization in the final year.
1 unchanged sentence
The Credit Facility contains certain customary affirmative and negative covenants and events of default.
−Removed: 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: At December 31, 2021, outstanding USD equivalent
−Removed: borrowings under the Credit Facility totaled $322,500, composed of $222,500 of revolving credit and $100,000 of term loans.
−Removed: December 28, 2021, the Company prepaid and terminated the NEFPASS SPV LLC September 26, 2018 credit facility.
−Removed: Certain covenants
−Removed: on our 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
−Removed: 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.
−Removed: We believe accounting for this facility at fair value better aligns the measurement methodologies of assets and liabilities, which may mitigate certain earnings volatility.
−Removed: 825-10 requires entities to display the fair value of the selected assets and liabilities on the face of the Consolidated Statement of Assets and Liabilities and changes in fair value of the above facility are
−Removed: reported in the Consolidated Statement of Operations.
−Removed: The average annualized interest cost for all borrowings for the year ended
−Removed: December 31, 2021 and the year ended December 31, 2020 was 3.64% 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
−Removed: and/or amending the Credit Facility, the 2022 Unsecured Notes, 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
−Removed: Facilities), if any.
−Removed: The maximum amounts borrowed on the Credit Facilities during the year ended December 31, 2021 and the year ended December 31, 2020 were $902,550 and $677,000, respectively.
−Removed: SLR INVESTMENT CORP.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
−Removed: December 31, 2021
−Removed: (in thousands, except share amounts)
+Added: In addition, the Credit Facility contains certain financial covenants that among other things, requires the Company to maintain a minimum shareholder’s equity and a minimum asset coverage ratio.
+Added: At December 31, 2022, outstanding USD equivalent borrowings under the Credit Facility totaled $ 393,000 , composed of $ 293,000 of revolving credit and $ 100,000 of term loans.
+Added: Certain covenants on our 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.
+Added: The average annualized interest cost for all borrowings for the year ended December 31, 2022 and the year ended December 31, 2021 was 4.09 % 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 amending the Credit Facility, the SPV Credit Facility, the 2022 Unsecured Notes, the 2022 Tranche C Notes, the 2023 Unsecured Notes, the 2024 Unsecured Notes, the 2025 Unsecured Notes, the 2026 Unsecured Notes, the 2027 Unsecured Notes and the 2027 Series F Unsecured Notes (collectively the “Debt Instruments”), if any.
+Added: The maximum amounts borrowed on the Debt Instruments during the year ended December 31, 2022 and the year ended December 31, 2021 were $ 1,164,200 and $ 902,550 , respectively.
Income Tax Information and Distributions to Stockholders
3 unchanged sentences
Return of capital
+Added: Distribution recognized in subsequent year
Total distributions
−Removed: As of December 31, 2021, 2020 and 2019 the total accumulated earnings (loss) on a tax basis were as
+Added: As of December 31, 2022, 2021 and 2020 the total accumulated earnings (loss) on a tax basis were as follows (1):
Undistributed ordinary income
6 unchanged sentences
Total tax accumulated loss
−Removed: Tax information for the fiscal years ended December 31, 2021, 2020 and 2019 are/were estimates and are not
−Removed: final until the Company files its tax returns, typically in September or October each year.
−Removed: The Company recognizes in
−Removed: its consolidated financial statements the tax effect of a tax position when it is more likely than not, based on the technical merits, that the position will be sustained upon examination.
−Removed: To the best of our knowledge, we did not have any uncertain
−Removed: tax positions that met the recognition or measurement criteria of ASC 740-10-25 nor did we have any unrecognized tax benefits as of the periods presented herein.
−Removed: Although we file federal and state tax returns, our major tax jurisdiction is federal.
−Removed: Our tax returns for each of our federal tax years since 2018 remain subject to examination by the Internal Revenue Service and the state department of revenue.
−Removed: The capital loss carryforwards shown above do not expire.
−Removed: Other Tax Information (unaudited)
−Removed: For the fiscal years ended December 31, 2021, 2020 and 2019, 0.32%, 0.10% and 0.00%, respectively, of the dividends paid during the year
−Removed: were eligible for qualified dividend income treatment and the dividends received deduction for corporate stockholders.
−Removed: For the fiscal years ended December 31, 2021, 2020, and 2019, 93.05%, 92.05% and 83.81%, respectively, of each of the
−Removed: distributions paid during the year represent interest-related dividends.
−Removed: For the fiscal years ended December 31, 2021, 2020 and 2019, none of the distributions represent short-term capital gains dividends.
+Added: Tax information for the fiscal years ended December 31, 2022, 2021 and 2020 are/were estimates and are not final until the Company files its tax returns, typically in September or October each year.
+Added: Includes capital loss carryforward acquired from the Mergers which is subject to limitations under IRC Sections 381-384.
SLR INVESTMENT CORP.
2 unchanged sentences
(in thousands, except share amounts)
+Added: The Company recognizes in its consolidated financial statements the tax effect of a tax position when it is more likely than not, based on the technical merits, that the position will be sustained upon examination.
+Added: To the best of our knowledge, we did no t
+Added: have any uncertain tax positions that met the recognition or measurement criteria of ASC 740-10-25
+Added: did we have any unrecognized tax benefits as of the periods presented herein.
+Added: Although we file federal and state tax returns, our major tax jurisdiction is federal.
+Added: Our tax returns for each of our federal tax years since 2019 remain subject to examination by the Internal Revenue Service and the state department of revenue.
+Added: The capital loss carryforwards shown above do not expire .
+Added: Other Tax Information (unaudited)
+Added: For the fiscal years ended December 31, 2022, 2021 and 2020, 0.00 %, 0.32 % and 0.10 %, respectively, of the dividends paid during the year were eligible for qualified dividend income treatment and the dividends received deduction for corporate stockholders.
+Added: For the fiscal years ended December 31, 2022, 2021, and 2020, 88.05 %, 93.05 % and 92.05 %, respectively, of each of the distributions paid during the year represent interest-related dividends.
+Added: For the fiscal years ended December 31, 2022, 2021 and 2020, no ne of the distributions represent short-term capital gains dividends.
Financial Highlights
3 unchanged sentences
Net investment income
−Removed: Net realized and unrealized gain (loss)
+Added: Net realized and unrealized loss
Net increase in net assets resulting from operations
+Added: Issuance of common stock in connection with the Mergers
+Added: Anti-dilution
Distributions to stockholders (see note 8a):
−Removed: From net investment income
+Added: From distributable earnings
From return of capital
11 unchanged sentences
Portfolio turnover ratio
−Removed: Calculated using the average shares outstanding method.
−Removed: Total return is based on the change in market price per share during the year and takes into account
−Removed: distributions, if any, reinvested in accordance with the dividend reinvestment plan.
+Added: Calculated using the average shares outstanding method, except for the issuance of common stock in connection with the Mergers, which reflects the actual amount per share for the applicable period.
+Added: Total return is based on the change in market price per share during the year and takes into account distributions, if any, reinvested in accordance with the dividend reinvestment plan.
Total return does not include a sales load.
−Removed: Ratios are shown without the non-recurring upfront costs that were
−Removed: expensed in the period associated with the amendment and establishment of the Credit Facility and 2022 Unsecured Notes.
−Removed: Ratios excluding those non-recurring upfront costs would be 2.29% for the fiscal year
−Removed: ended December 31, 2017.
+Added: The amount shown may not correspond with the aggregate amount for the period as it includes the effect of the timing of the Mergers.
+Added: The ratio of operating expenses to average net assets and the ratio of total expenses to average net assets is shown net of the performance-based incentive fee waiver (see note 3).
+Added: For the year ended December 31, 2022, the ratios of operating expenses to average net assets and total expenses to average net assets would be 5.75 % and 10.43 %, respectively, without the performance-based incentive fee waiver.
SLR INVESTMENT CORP.
3 unchanged sentences
SLR Credit Solutions
−Removed: On December 28, 2012, we acquired an equity interest in Crystal Capital Financial Holdings LLC (Crystal Financial) for
−Removed: $275,000 in cash.
+Added: On December 28, 2012, we acquired an equity interest in Crystal Capital Financial Holdings LLC (“Crystal Financial”) for $ 275,000 in cash.
Crystal Financial owned approximately 98 % of the outstanding ownership interest in SLR Credit Solutions (“SLR Credit”), f/k/a Crystal Financial LLC.
−Removed: The remaining financial interest was held by various employees of SLR
−Removed: Credit, through their investment in Crystal Management LP.
+Added: The remaining financial interest was held by various employees of SLR Credit, through their investment in Crystal Management LP.
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.
−Removed: July 28, 2016, the Company purchased Crystal Management LPs approximately 2% equity interest in SLR Credit for approximately $5,737.
−Removed: Upon the closing of this transaction, the Company holds 100% of the equity
−Removed: interest in SLR Credit.
+Added: On July 28, 2016, the Company purchased Crystal Management LP’s approximately 2 % equity interest in SLR Credit for approximately $ 5,737 .
+Added: Upon the closing of this transaction, the Company holds 100 % of the equity interest in SLR Credit.
On September 30, 2016, Crystal Capital Financial Holdings LLC was dissolved.
As of December 31, 2022, total commitments to the revolving credit facility are $ 285,000 .
−Removed: As of December 31, 2021 SLR Credit had 22 funded commitments to 19 different issuers with total funded loans of approximately $287,375 on
−Removed: total assets of $347,821.
As of December 31, 2022 SLR Credit had 29 funded commitments to 25 different issuers with total funded loans of approximately $ 439,484 on total assets of $ 460,683 .
−Removed: As of December 31, 2021 and December 31,
−Removed: 2020, the largest loan outstanding totaled $35,000 and $45,000, respectively.
+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 December 31, 2022 and December 31, 2021, the largest loan outstanding totaled $ 33,420 and $ 35,000 , respectively.
For the same periods, the average exposure per issuer was $ 17,579 and $ 15,125 , respectively.
−Removed: SLR Credits credit facility, which is non-recourse to the Company, had approximately $100,742 and $183,896 of borrowings outstanding at December 31, 2021 and December 31, 2020, respectively.
−Removed: For the years ended December 31, 2021, 2020 and
−Removed: 2019 SLR Credit had net income of $14,164, $23,293 and $8,021, respectively, on gross income of $33,993, $45,315 and $61,177, respectively.
−Removed: Due to timing and non-cash items, there may be material
−Removed: differences between GAAP net income and cash available for distributions.
−Removed: SLR Credits consolidated financial statements for the fiscal years ended December 31, 2021 and December 31, 2020 are attached as an exhibit to this annual
−Removed: report on Form 10-K.
−Removed: Commitments and Contingencies
−Removed: 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 December 31, 2021 and December 31, 2020 is $226,733 and $126,180, respectively, comprised of the following:
−Removed: SLR Credit Solutions*
−Removed: Arcutis Biotherapeutics, Inc.
−Removed: BridgeBio Pharma, Inc.
−Removed: CC SAG Holdings Corp.
−Removed: (Spectrum Automotive)
−Removed: Inszone Mid, LLC
−Removed: One Touch Direct, LLC
−Removed: Rezolute, Inc.
−Removed: Maurices, Incorporated
−Removed: SLR Equipment Finance
−Removed: NAC Holdings Corporation
+Added: SLR Credit’s credit facility, which is non-recourse
+Added: to the Company, had approximately $ 224,325 and $ 100,742 of borrowings outstanding at December 31, 2022 and December 31, 2021, respectively.
+Added: For the years ended December 31, 2022, 2021 and 2020 SLR Credit had net income of $ 7,521 , $ 14,164 and $ 23,293 , respectively, on gross income of $ 30,324 , $ 33,993 and $ 45,315 , respectively.
+Added: Due to timing and non-cash
+Added: items, there may be material differences between GAAP net income and cash available for distributions.
+Added: SLR Credit’s consolidated financial statements for the fiscal years ended December 31, 2022 and December 31, 2021 are attached as an exhibit to this annual report on Form 10
SLR INVESTMENT CORP.
2 unchanged sentences
(in thousands, except share amounts)
−Removed: Ivy Fertility Services, LLC
−Removed: SOC Telemed, Inc.
+Added: Commitments and Contingencies
+Added: Sheet Arrangements
+Added: The Company had unfunded debt and equity commitments to various revolving and delayed-draw term loans as well as to SLR Credit and SLR Healthcare.
+Added: The total amount of these unfunded commitments as of December 31, 2022 and December 31, 2021 is $ 323,663 and $ 226,733 , respectively, comprised of the following:
+Added: SLR Credit Solutions*
+Added: Outset Medical, Inc
+Added: Apeel Technology, Inc
+Added: CC SAG Holdings Corp.
+Added: (Spectrum Automotive)
+Added: Human Interest, Inc
+Added: World Insurance Associates, LLC
+Added: Spectrum Pharmaceuticals, Inc
+Added: Arcutis Biotherapeutics, Inc
Atria Wealth Solutions, Inc
−Removed: Kid Distro Holdings, LLC
+Added: Luxury Asset Capital, LLC
+Added: RSC Acquisition, Inc
+Added: Cerapedics, Inc
+Added: Maurices, Incorporated
+Added: Vessco Midco Holdings, LLC
+Added: Copper River Seafoods, Inc
+Added: BDG Media, Inc
+Added: Meditrina, Inc
+Added: One Touch Direct, LLC
+Added: DeepIntent, Inc
Foundation Consumer Brands, LLC
−Removed: Neuronetics, Inc.
−Removed: MMIT Holdings, LLC
+Added: SCP Eye Care, LLC
Basic Fun, Inc
+Added: Kid Distro Holdings, LLC
+Added: Plastics Management, LLC
+Added: Southern Orthodontic Partners Management, LLC
+Added: Pediatric Home Respiratory Services, LLC
Pinnacle Treatment Centers, Inc
−Removed: SunMed Group Holdings, LLC
Ultimate Baked Goods Midco LLC
+Added: Orthopedic Care Partners Management, LLC
+Added: Ivy Fertility Services, LLC
+Added: Composite Technology Acquisition Corp
+Added: NAC Holdings Corporation
+Added: SLR Healthcare ABL*
+Added: SPAR Marketing Force, Inc
+Added: RxSense Holdings LLC
+Added: Erie Construction Mid-west,
+Added: Foy & Associates Insurance Services, LLC
American Teleconferencing Services, Ltd
−Removed: Smile Doctors 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.
−Removed: Total Commitments
−Removed: The Company controls the funding of the SLR Credit Solutions commitment and may cancel it at its
−Removed: The credit agreements of the above loan commitments contain customary lending
−Removed: provisions and/or are 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
−Removed: materially adverse events that affect the financial condition or business outlook for the company.
−Removed: Since these commitments may expire without being drawn upon, unfunded commitments do not necessarily represent future cash requirements or future
−Removed: earning assets for the Company.
−Removed: As of December 31, 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
+Added: Montefiore Nyack Hospital
+Added: Enverus Holdings, Inc
SLR Equipment Finance
−Removed: On July 31, 2017, we acquired a 100% equity interest in NEF Holdings, LLC, which conducts its business through its wholly-owned subsidiary
−Removed: Nations Equipment Finance, LLC.
−Removed: Effective February 25, 2021, Nations Equipment Finance, LLC and its related companies is doing business as SLR Equipment Finance (SLR Equipment).
−Removed: SLR Equipment is an independent equipment finance
−Removed: company that provides senior secured loans and leases primarily to U.S.
−Removed: based companies.
−Removed: 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
−Removed: 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.
−Removed: Concurrent with the
+Added: SunMed Group Holdings, LLC
+Added: GSM Acquisition Corp
+Added: Tilley Distribution, Inc
+Added: BayMark Health Services, Inc
+Added: High Street Buyer, Inc
+Added: TAUC Management, LLC
+Added: ENS Holdings III Corp, LLC
+Added: All State Ag Parts, LLC
+Added: BridgeBio Pharma, Inc
+Added: Inszone Mid, LLC
+Added: Rezolute, Inc
+Added: SOC Telemed, Inc
+Added: MMIT Holdings, LLC
+Added: Neuronetics, Inc
+Added: Total Commitments
+Added: The Company controls the funding of the SLR Credit Solutions and SLR Healthcare ABL commitments and may cancel them at its discretion.
SLR INVESTMENT CORP.
2 unchanged sentences
(in thousands, except share amounts)
−Removed: transaction, SLR Equipment refinanced its existing senior secured credit facility into a $150,000 non-recourse facility with an accordion feature to expand
−Removed: up to $250,000.
+Added: In addition to the above, please see SLR Senior Lending Program LLC herein where the Company has a remaining equity commitment of $ 40,500 in which the Company also controls such funding.
+Added: The credit agreements of the above loan commitments contain customary lending provisions and/or are subject to the portfolio company’s 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 financial condition or business outlook for the company.
+Added: 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.
+Added: As of December 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
+Added: fair value adjustment.
+Added: SLR Equipment Finance
+Added: On 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.
+Added: Effective February 25, 2021, Nations Equipment Finance, LLC and its related companies are doing business as SLR Equipment Finance (“SLR Equipment”).
+Added: SLR Equipment is an independent equipment finance company that provides senior secured loans and leases primarily to U.S.
+Added: based companies.
+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 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 its existing senior secured credit facility into a $ 150,000 non-recourse
+Added: facility with an accordion feature to expand up to $ 250,000 .
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 to July 31, 2023 .
−Removed: As of December 31, 2021, SLR Equipment had 135 funded equipment-backed leases and loans to 61 different customers with a total net
−Removed: investment in leases and loans of approximately $210,986 on total assets of $264,007.
−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.
+Added: As of December 31, 2022, SLR Equipment had 131 funded equipment-backed leases and loans to 59 different customers with a total net investment in leases and loans of approximately $ 190,830 on total assets of $ 241,813 .
+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 loans of approximately $ 210,986 on total assets of $ 264,007 .
As of December 31, 2022 and December 31, 2021, the largest position outstanding totaled $ 19,259 and $ 19,207 , respectively.
−Removed: For the same periods, the average exposure per customer was
−Removed: $3,459 and $3,089, respectively.
−Removed: SLR Equipments credit facility, which is non-recourse to the Company, had approximately $118,002 and $100,569 of borrowings outstanding at December 31, 2021 and
−Removed: December 31, 2020, respectively.
+Added: For the same periods, the average exposure per customer was $ 3,234 and $ 3,459 , respectively.
+Added: SLR Equipment’s credit facility, which is non-recourse
+Added: to the Company, had approximately $ 114,977 and $ 118,002 of borrowings outstanding at December 31, 2022 and December 31, 2021, respectively.
For the years ended December 31, 2022, 2021 and 2020, SLR Equipment had net losses of $ 2,867 , $ 9,729 and $ 8,883 , respectively on gross income of $ 20,380 , $ 22,931 and $ 24,512 , respectively.
−Removed: timing and non-cash items, there may be material differences between GAAP net income and cash available for distributions.
−Removed: SLR Equipments consolidated financial statements for the fiscal years ended
−Removed: December 31, 2021 and December 31, 2020 are attached as an exhibit to this annual report on Form 10-K.
+Added: Due to timing and non-cash
+Added: items, there may be material differences between GAAP net income and cash available for distributions.
+Added: SLR Equipment’s consolidated financial statements for the fiscal years ended December 31, 2022 and December
+Added: attached as an exhibit to this annual report on Form 10-K.
Capital Share Transactions
−Removed: of December 31, 2021 and December 30, 2020, 200,000,000 shares of $0.01 par value capital stock were authorized.
−Removed: There were no
−Removed: transactions in capital stock during the years ended December 31, 2021 and December 30, 2020.
+Added: As of December 31, 2022 and December 31, 2021, 200,000,000 shares of $ 0.01 par value capital stock were authorized
+Added: Transactions in capital stock were as follows:
+Added: For the year ended
+Added: December 31, 2022
+Added: For the year ended
+Added: December 31, 2021
+Added: For the year ended
+Added: December 31, 2022
+Added: For the year ended
+Added: December 31, 2021
+Added: Shares issued in connection with the Mergers
+Added: Shares repurchased
+Added: SLR INVESTMENT CORP.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
+Added: December 31, 2021
+Added: (in thousands, except share amounts)
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: On November 3, 2020, the Company acquired 87.5 % of the equity securities of Kingsbridge Holdings, LLC (“KBH”) through KBH Topco LLC (“KBHT”), a Delaware corporation.
+Added: KBH is a residual focused independent mid-ticket
+Added: lessor of equipment primarily to U.S.
investment grade companies.
−Removed: The Company invested
−Removed: $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: December 31, 2021 and 2020, KBHT had total assets of $738,425 and $744,684, respectively.
−Removed: For the same periods, debt recourse to KBHT totaled $216,881 and $219,044, respectively, and non-recourse debt
−Removed: totaled $323,844 and $335,899, respectively.
−Removed: For the year ended December 31, 2021 and the period November 3, 2020 through December 31, 2020, KBHT had net income of $12,151 and $2,170, respectively, on gross income of $245,889 and
+Added: The Company invested $ 216,596 to effect the transaction, of which $ 136,596 was invested to acquire 87.5 % of KBHT’s equity and $ 80,000 in KBH’s debt.
+Added: The existing management team of KBH committed to continuing to lead KBH after the transaction.
+Added: Following the transaction, the Company owns 87.5 % of KBHT equity and the KBH management team owns the remaining 12.5 % of KBHT’s equity.
+Added: As of December 31, 2022 and December 31, 2021, KBHT had total assets of $ 777,151 and $ 738,425 , respectively.
+Added: For the same periods, debt recourse to KBHT totaled $ 222,094 and $ 216,881 , respectively, and non-recourse
+Added: debt totaled $ 353,128 and $ 323,844 , respectively.
+Added: None of the debt is recourse to the Company.
+Added: For the years ended December 31, 2022, December 31, 2021 and for the period November 3, 2020 through December 31, 2020, KBHT had net income of $ 13,287 , $ 12,151 and $ 2,170 , respectively, on gross income of $ 298,760 , $ 245,889 and $ 43,618 , respectively.
+Added: Due to timing and non-cash
+Added: items, there may be material differences between GAAP net income and cash available for distributions.
+Added: As such, and subject to fluctuations in KBHT’s 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.
+Added: KBHT’s consolidated financial statements for the fiscal years ended December 31, 2022 and December 31, 2021 are attached as an exhibit to this annual report
+Added: SLR Healthcare ABL
+Added: SUNS acquired an equity interest in SLR Healthcare ABL, f/k/a Gemino Healthcare Finance, LLC (“SLR Healthcare”) on September 30, 2013.
+Added: SLR Healthcare is a commercial finance company that originates, underwrites, and manages primarily secured, asset-based loans for small and mid-sized
+Added: companies operating in the healthcare industry.
+Added: SUNS initial investment in SLR Healthcare ABL was $ 32,839 .
+Added: The management team of SLR Healthcare co-invested
+Added: in the transaction and continues to lead SLR Healthcare.
+Added: As of September 30, 2022, SLR Healthcare’s management team and the Company own approximately 7 % and 93 % of the equity in SLR Healthcare, respectively.
+Added: SLRC acquired SLR Healthcare in connection with the Mergers on April 1, 2022.
+Added: Concurrent with the closing of the transaction, SLR Healthcare entered into a new, four-year , non-recourse,
+Added: $ 100,000 credit facility with non-affiliates,
+Added: which was expandable to $ 150,000 under its accordion feature.
+Added: Effective March 31, 2014, the credit facility was expanded to $ 105,000 and again on June 27, 2014 to $ 110,000 .
+Added: On May 27, 2016, SLR Healthcare entered into a new $ 125,000 credit facility which replaced the previously existing facility.
+Added: The new facility has similar terms as compared to the previous facility and includes an accordion feature increase to $ 200,000 and had a maturity date of May 27, 2020 .
+Added: On June 28, 2019, this $ 125,000 facility was amended, extending the maturity date to June 28, 2023 .
+Added: SLR Healthcare currently manages a highly diverse portfolio of directly-originated and underwritten senior-secured commitments.
+Added: As of December 31, 2022, the portfolio totaled approximately $ 242,106 of commitments with a total net investment in loans of $ 92,383 on total assets of $ 108,705 .
+Added: As of December 31, 2021, the portfolio totaled approximately $ 183,501 of commitments with a total net investment in loans of $ 81,604 on total assets of $ 91,275 .
+Added: At December 31, 2022, the portfolio consisted of 41 issuers with an average balance of approximately $ 2,253 versus 36 issuers with an average balance of approximately $ 2,267 at December 31, 2021.
+Added: All of the commitments in SLR Healthcare’s portfolio are floating-rate, senior-secured, cash-pay
+Added: SLR Healthcare’s credit facility, which is non-recourse
+Added: to us, had approximately $ 77,000 and $ 60,000 of borrowings outstanding at December 31, 2022 and December 31, 2021, respectively.
+Added: For the years ended December 31, 2022, 2021 and 2020, SLR Healthcare had net income of $ 3,475 , $ 662 and $ 4,289 , respectively, on gross income of $ 11,593 , $ 10,052 and $ 10,367 , respectively.
+Added: Due to timing and non-cash
+Added: items, there may be material differences between GAAP net income and cash available for distributions.
+Added: SLR Healthcare’s consolidated financial statements for the fiscal years ended December 31, 2022 and December 31, 2021 are attached as an exhibit to this annual report on Form 10-K.
+Added: SLR INVESTMENT CORP.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
+Added: December 31, 2022
+Added: (in thousands, except share amounts)
+Added: SLR Business Credit
+Added: SUNS acquired 100 % of the equity interests of North Mill Capital LLC (“NMC”) on October 20, 2017.
+Added: NMC is a leading asset-backed lending commercial finance company that provides senior secured asset-backed financings to U.S.
+Added: based small-to-medium-sized
+Added: businesses primarily in the manufacturing, services and distribution industries.
+Added: SUNS invested approximately $ 51,000 to effect the transaction.
+Added: Subsequently, SUNS contributed 1 % of its equity interest in NMC to ESP SSC Corporation.
+Added: Immediately thereafter, SUNS and ESP SSC Corporation contributed their equity interests to NorthMill LLC (“North Mill”).
+Added: On May 1, 2018, North Mill merged with and into NMC, with NMC being the surviving company.
+Added: SUNS and ESP SSC Corporation then owned 99 % and 1 % of the equity interests of NMC, respectively.
+Added: The management team of NMC continues to lead NMC.
+Added: On June 28, 2019, North Mill Holdco LLC (“NM Holdco”), a newly formed entity and ESP SSC Corporation acquired 100 % of Summit Financial Resources, a Salt Lake City-based provider of asset-backed financing to small and medium-sized
+Added: As part of this transaction, SUNS 99 % interest in the equity of NMC was contributed to NM Holdco.
+Added: This approximately $ 15,500 transaction was financed with borrowings on NMC’s credit facility.
+Added: Effective February 25, 2021, NMC and its related companies are doing business as SLR Business Credit.
+Added: On June 3, 2021, NMC acquired 100 % of Fast Pay Partners LLC, a Los Angeles-based provider of asset-backed financing to digital media companies.
+Added: The transaction purchase price of $ 66,671 was financed with equity from SUNS of $ 19,000 and borrowings on NMC’s credit facility of $ 47,671 .
+Added: SLRC acquired SLR Business Credit in connection with the Mergers on April 1, 2022.
+Added: SLR Business Credit currently manages a highly diverse portfolio of directly-originated and underwritten senior-secured commitments.
+Added: As of December 31, 2022, the portfolio totaled approximately $ 603,432 of commitments, of which $ 286,006 were funded, on total assets of $ 332,247 .
+Added: As of December 31, 2021, the portfolio totaled approximately $ 513,869 of commitments, of which $ 248,652 were funded, on total assets of $ 290,794 .
+Added: At December 31, 2022, the portfolio consisted of 108 issuers with an average balance of approximately $ 2,648 versus 125 issuers with an average balance of approximately $ 1,989 at December 31, 2021.
+Added: NMC has a senior credit facility with a bank lending group for $ 285,307
+Added: which expires on
+Added: November 13, 2025 .
+Added: Borrowings are secured by substantially all of NMC’s assets.
+Added: NMC’s credit facility, which is
+Added: approximately $
+Added: 214,425 and $
+Added: 183,252 of borrowings outstanding at December 31, 2022 and December 31, 2021, respectively.
+Added: For the years ended December 31, 2022, 2021 and 2020, SLR Business Credit had net income of $
+Added: 4,512 , respectively, on gross income of $
19,715 , 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
−Removed: 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.
−Removed: KBHTs consolidated financial statements for the year ended
−Removed: December 31, 2021 and the period November 3, 2020 to December 31, 2020 are attached as an exhibit to this annual report on Form 10-K.
+Added: Due to timing and
+Added: items, there may be material differences between GAAP net income and cash available for distributions.
+Added: As such, and subject to fluctuations in SLR Business Credit’s funded commitments, the timing of originations, and the repayments of financings, the Company cannot guarantee that SLR Business Credit will be able to maintain consistent dividend payments to us.
+Added: SLR Business Credit’s consolidated financial statements for the fiscal years ended December 31, 2022 and December 31, 2021 are attached as an exhibit to this annual
+Added: Merger with SUNS
+Added: On April 1, 2022, the Company completed its previously announced acquisition of SUNS.
+Added: Pursuant to the Merger Agreement, Merger Sub was 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 Agreement, at the effective time of the Mergers, each outstanding share of SUNS’s common stock was converted into the right to receive 0.7796 shares of the Company’s common stock (with SUNS’s stockholders receiving cash in lieu of fractional shares of the Company’s 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 Mergers are accounted for as an asset acquisition of SUNS by the Company in accordance with the asset acquisition method of accounting as detailed in ASC 805-50,
+Added: Business Combinations – Related Issues, with the fair value of total consideration paid in conjunction with the Mergers allocated to the assets acquired and liabilities assumed based on their relative fair values as of the date of the Mergers.
+Added: Generally, under asset acquisition accounting, acquiring assets in groups not only requires ascertaining the 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 assets acquired or liabilities assumed based on their relative fair values of net identifiable assets acquired other than certain “non-qualifying”
+Added: assets (for example cash) and does not give rise to goodwill.
+Added: The Company is the accounting survivor of the Mergers.
+Added: The Mergers were considered a tax-free
+Added: reorganization and the historical cost basis of the acquired SUNS investments are carried forward for tax purposes.
+Added: Prior to the Mergers, SUNS was also managed by the Investment Adviser.
SLR INVESTMENT CORP.
2 unchanged sentences
(in thousands, except share amounts)
−Removed: Pending Merger with SUNS
−Removed: On December 1, 2021, we entered into the Merger Agreement, which provides that, subject to the conditions set forth in the Merger
−Removed: Agreement, Merger Sub will merge with and into SUNS, with SUNS continuing as the surviving company and as our wholly-owned subsidiary and, immediately thereafter, SUNS will merge with and into us, with us continuing as the surviving company.
−Removed: the Board and SUNSs board of directors, including all of the respective independent directors, in each case, on the recommendation of a special committee comprised solely of the independent directors of us or SUNS, as applicable, have approved
−Removed: the Merger Agreement and the transactions contemplated thereby.
−Removed: At the effective time of the Merger (Effective Time), each
−Removed: share of our common stock issued and outstanding immediately prior to the Effective Time (other than shares owned by us or any of our controlled subsidiaries (the Cancelled Shares)) will be converted into the right to receive a number of
−Removed: shares of SUNSs common stock equal to the Exchange Ratio (as defined below) (cash may be paid in lieu of fractional shares).
−Removed: a mutually agreed date no earlier than 48 hours (excluding Sundays and holidays) prior to the Effective Time (such date, the Determination Date), each of us and SUNS will deliver to the other a calculation of its NAV as of such date, in
−Removed: each case using a pre-agreed set of assumptions, methodologies and adjustments.
−Removed: We refer to such calculation with respect to us as the Closing SLRC Net Asset Value and with respect to SUNS as the
−Removed: Closing SUNS Net Asset Value.
−Removed: Based on such calculations, the parties will calculate the SLRC Per Share NAV, which will be equal to (i) the Closing SLRC Net Asset Value divided by (ii) the number of shares of our
−Removed: common stock issued and outstanding as of the Determination Date (excluding any Cancelled Shares), and the SUNS Per Share NAV, which will be equal to (A) the Closing SUNS Net Asset Value divided by (B) the number of shares of
−Removed: SUNS Common Stock issued and outstanding as of the Determination Date.
−Removed: The Exchange Ratio will be equal to the quotient (rounded to four decimal places) of (i) the SUNS Per Share NAV divided by (ii) the SLRC Per Share NAV.
−Removed: We and SUNS will update and redeliver the Closing SLRC Net Asset Value or the Closing SUNS Net Asset Value, respectively, in the event of a
−Removed: material change to such calculation between the Determination Date and the closing of the Mergers and if needed to ensure that the calculation is determined within 48 hours (excluding Sundays and holidays) prior to the Effective Time.
−Removed: The Merger Agreement contains customary representations and warranties by each of us, SUNS and SLR Capital Partners.
−Removed: The Merger Agreement also
−Removed: 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.
−Removed: Consummation of the Mergers, which is currently anticipated to occur during the first half of calendar year 2022, is subject to certain
−Removed: closing conditions, including requisite approvals of our and SUNSs stockholders and certain other closing conditions.
−Removed: Agreement also contains certain termination rights in favor of us and SUNS, including if the Mergers are not completed on or before December 1, 2022 or if the requisite approvals of our or SUNSs stockholders are not obtained.
−Removed: Agreement provides that, upon the termination of the Merger Agreement under certain circumstances, a third party acquiring SUNS may be required to pay us a termination fee of approximately $7,600.
−Removed: The Merger Agreement provides that, upon the
−Removed: termination of the Merger Agreement under certain circumstances, a third party acquiring us may be required to pay to SUNS a termination fee of approximately $25,600.
+Added: The following table summarizes the allocation of the purchase price to the assets acquired and liabilities assumed as a result of the Mergers:
+Added: Common stock issued by the Company (1)
+Added: Assets acquired:
+Added: Investments, at fair value
+Added: Total assets acquired
+Added: Liabilities assumed:
+Added: Debt, at fair value
+Added: Other liabilities
+Added: Total liabilities assumed
+Added: Net assets acquired
+Added: Total purchase discount
+Added: Based on the market price at closing of $ 18.13 , adjusted for transaction costs.
+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 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, 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 Company’s total net assets.
+Added: The Company retained the annual base management fee rate payable by the Company to the Investment Adviser of 1.00 % on gross assets that exceed 200 % of the Company’s total net assets.
SLR INVESTMENT CORP.
2 unchanged sentences
(in thousands, except share amounts)
−Removed: The foregoing description of the Merger Agreement does not purport to be complete and is
−Removed: qualified in its entirety by reference to the full text of the Merger Agreement, which is incorporated by reference as Exhibit 2.1 to this Annual Report on Form 10-K and incorporated by reference herein.
−Removed: representations, warranties, covenants and agreements contained in the Merger Agreement were made only for purposes of the Merger Agreement and as of specific dates;
−Removed: were solely for the benefit of the parties to the Merger Agreement (except as may
−Removed: be expressly set forth in the Merger Agreement);
−Removed: may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger
−Removed: Agreement instead of establishing these matters as facts;
−Removed: and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors.
−Removed: Investors and security holders should not rely on such
−Removed: representations, warranties, covenants or agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any of the parties to the Merger Agreement or any of their respective subsidiaries or affiliates.
−Removed: Moreover, information concerning the subject matter of the representations, warranties, covenants and agreements may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures
−Removed: by the parties to the Merger Agreement.
+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
+Added: of the 1934 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 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 factors, including market conditions.
+Added: There are no assurances that we will engage in any repurchases beyond what is reported herein.
+Added: During the fiscal year ended December 31, 2022, the Company repurchased 217,271 shares at an average price of approximately $ 13.98 per share, inclusive of commissions.
+Added: The total dollar amount of shares repurchased was $ 3,038 .
+Added: SLR Senior Lending Program LLC
+Added: On October 12, 2022, the Company entered into an amended and restated limited liability company agreement with Sunstone Senior Credit L.P.
+Added: (the “Investor”) to create a joint venture vehicle, SLR Senior Lending Program LLC (“SSLP”).
+Added: SSLP is expected to invest primarily in senior secured cash flow loans.
+Added: The Company and the Investor each have made initial equity commitments of $ 50,000 , resulting in a total equity commitment of $ 100,000 .
+Added: Investment decisions and all material decisions in respect of SSLP must be approved by representatives of the Company and the Investor.
+Added: On December 1, 2022, SSLP commenced operations.
+Added: On December 12, 2022, SSLP as servicer and SLR Senior Lending Program SPV LLC (“SSLP SPV”), a newly formed wholly owned subsidiary of SSLP, as borrower entered into a $ 100,000 senior secured revolving credit facility (the “SSLP Facility”) with Goldman Sachs Bank USA acting as administrative agent.
+Added: The SSLP Facility is scheduled to mature on December 12, 2027 .
+Added: The SSLP Facility generally bears interest at a rate of SOFR plus 3.25 %.
+Added: SSLP and SSLP SPV, as applicable, have made certain customary representations and warranties, and are required to comply with various covenants, including leverage restrictions, reporting requirements and other customary requirements for similar credit facilities.
+Added: The SSLP Facility also includes usual and customary events of default for credit facilities of this nature.
+Added: There were no borrowings during the period December 12, 2022 to December 31, 2022.
+Added: As of December 31, 2022 the Company and the Investor had contributed combined equity capital in the amount of $ 19,000 .
+Added: As of December 31, 2022, the Company and the Investors’ remaining commitments to SSLP totaled $ 40,500 and $ 40,500 , respectively.
+Added: The Company, along with the Investor, controls the funding of SSLP and SSLP may not call the unfunded commitments of the Company or the Investor without the approval of both the Company and the Investor.
+Added: As of December 31, 2022, SSLP had total assets of $ 19,105 .
+Added: SSLP’s portfolio consisted of floating rate senior secured loans to seven (7) different borrowers.
+Added: For the period December 1, 2022 (commencement of operations) through December 31, 2022, SSLP invested $ 18,100 in seven (7) portfolio companies.
+Added: Investments prepaid totaled $ 68 for the same period.
+Added: SLR INVESTMENT CORP.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
+Added: December 31, 2022
+Added: (in thousands, except share amounts)
+Added: SSLP Portfolio as of December 31, 2022
+Added: Atria Wealth Solutions, Inc.
+Added: Diversified Financial
+Added: BayMark Health Services, Inc.
+Added: Health Care Providers &
+Added: ENS Holdings III Corp.
+Added: & ES Opco USA LLC (4)
+Added: Trading Companies &
+Added: Foundation Consumer Brands, LLC (4)
+Added: Personal Products
+Added: High Street Buyer, Inc.
+Added: Ivy Fertility Services, LLC (4)
+Added: Health Care Providers &
+Added: Kid Distro Holdings, LLC (4)
+Added: Floating rate instruments accrue interest at a predetermined spread relative to an index, typically the LIBOR or SOFR.
+Added: These instruments are typically subject to a LIBOR or SOFR floor.
+Added: Floating rate debt investments typically bear interest at a rate determined by reference to either the LIBOR (“L”) or SOFR (“S”), and which typically reset monthly, quarterly or semi-annually.
+Added: For each debt investment we have provided the current interest rate in effect as of December 31, 2022.
+Added: Represents the fair value in accordance with ASC Topic 820.
+Added: The determination of such fair value is not included in the Board’s valuation process described elsewhere herein.
+Added: The Company also holds this security on its Consolidated Statements of Assets and Liabilities.
+Added: Below is certain summarized financial information for SSLP as of December 31, 2022 and for the period December 1, 2022 (commencement of operations) through December 31, 2022:
+Added: Selected Balance Sheet Information for SSLP:
+Added: Investments at fair value (cost $18,032)
+Added: Cash and other assets
+Added: Debt outstanding
+Added: Interest payable and other credit facility related expenses
+Added: Accrued expenses and other payables
+Added: Total liabilities
+Added: Members’ equity
+Added: Total liabilities and members’ equity
+Added: SLR INVESTMENT CORP.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
+Added: December 31, 2022
+Added: (in thousands, except share amounts)
+Added: For the Period
+Added: December 1, 2022
+Added: (commencement of
+Added: operations) through
+Added: December 31, 2022
+Added: Selected Income Statement Information for SSLP:
+Added: Interest income
+Added: Service fees*
+Added: Interest and other credit facility expenses
+Added: Organizational costs
+Added: Other general and administrative expenses
+Added: Total expenses
+Added: Net investment loss
+Added: Realized gain on investments
+Added: Net change in unrealized gain on investments
+Added: Net realized and unrealized gain on investments
+Added: Service fees are included within the Company’s Consolidated Statements of Operations as other income.
Subsequent Events
−Removed: The Company has evaluated the need for disclosures and/or adjustments resulting from subsequent events through the date the consolidated
−Removed: financial statements were issued.
−Removed: On January 6, 2022, the Company closed a private offering of $135,000 of the 2027 Series F
−Removed: Unsecured Notes with a fixed interest rate of 3.33% and a maturity date of January 6, 2027.
−Removed: Interest on the 2027 Series F Unsecured Notes is due semi-annually on January 6 and July 6.
−Removed: The 2027 Series F Unsecured Notes were issued in a
−Removed: private placement only to qualified institutional buyers.
−Removed: On March 1, 2022, the Board declared a quarterly distribution of $0.41 per
−Removed: share payable on April 1, 2022 to holders of record as of March 18, 2022.
+Added: The Company has evaluated the need for disclosures and/or adjustments resulting from subsequent events through the date the consolidated financial statements were issued.
+Added: On January 10, 2023, the Board declared a monthly distribution
+Added: of $ 0.136667 per share payable on February 2, 2023 to holders of record as of January 26, 2023.
+Added: On February 2, 2023, the Board declared a monthly distribution of
+Added: $ 0.136667 per share payable on March 1, 2023 to holders of record as of February 16, 2023.
+Added: On February 28, 2023, the Board declared a monthly distribution
+Added: of $ 0.136667 per share payable on April 4, 2023 to holders of record as of March 23, 2023.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
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.