Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
−Removed: Our common stock is traded on the NASDAQ Global Select Market under the
−Removed: symbol “SLRC”.
+Added: Our common stock is traded on the NASDAQ Global Select Market under the symbol “SLRC”.
The following table sets forth, for each fiscal quarter during the last two fiscal years, the net asset value (“NAV”) per share of our common stock, the high and low closing sales prices for our common stock, such sales prices as a percentage of NAV per share and distributions per share.
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On February 23, 2024, the last reported sales price of our common stock was $14.89 per share.
−Removed: As of February 22, 2023, we had 19 shareholders of record.
+Added: As of February 23, 2024, we had 19 stockholders of record.
Shares of BDCs may trade at a market price that is less than the value of the net assets attributable to those shares.
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Tax characteristics of all distributions will be reported to stockholders on Form 1099 after the end of the calendar year.
−Removed: Future distributions, if any, will be determined by the Board.
−Removed: We expect that our distributions to stockholders will generally be from accumulated net investment income, from net realized capital gains or
+Added: Future quarterly distributions, if any, will be determined by the Board.
+Added: We expect that our distributions to stockholders will generally be from accumulated net investment income, from net realized capital gains or non-taxable
return of capital, if any, as applicable.
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Issuer Purchases of Equity Securities
−Removed: Average Price
−Removed: Total Number of
−Removed: Shares Purchased
−Removed: Announced Plans
−Removed: of Shares that
−Removed: (in thousands)
−Removed: October 1, 2022 to October 31, 2022
−Removed: November 1, 2022 to November 30, 2022
−Removed: December 1, 2022 to December 31, 2022
−Removed: On May 3, 2022, the Board authorized a program to repurchase up to $50 million of our outstanding shares of common stock.
−Removed: 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
−Removed: of the 1934 Act, including certain price, market volume and timing constraints.
−Removed: In addition, any repurchases will be conducted in accordance with the 1940 Act.
−Removed: 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 million of our outstanding shares of common stock have been repurchased.
−Removed: The timing and number of shares to be repurchased will depend on a number of factors, including market conditions.
−Removed: There are no assurances that we will engage in any repurchases.
STOCK PERFORMANCE GRAPH
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Base management fee
−Removed: Incentive fees payable under our Investment Advisory and Management Agreement (up to 20%)
+Added: Incentive fees payable under the Advisory Agreement (up to 20%)
Interest payments on borrowed funds
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The expenses of the dividend reinvestment plan are included in “other expenses.”
−Removed: Annual Expenses are presented in this manner because common shareholders will bear all costs of running the Company.
−Removed: Our 1.50% base management fee under the Investment Advisory and Management Agreement (giving effect to the Letter Agreement) is based on our gross assets, which is defined as all the assets of SLRC, excluding temporary assets, including those acquired using borrowings for investment purposes, and assumes our gross assets remain consistent with gross assets for the fiscal year ended December 31, 2022.
+Added: Annual Expenses are presented in this manner because common stockholders will bear all costs of running the Company.
+Added: Our 1.50% base management fee under the Advisory Agreement (giving effect to the Letter Agreement) is based on our gross assets, which is defined as all the assets of SLRC, excluding temporary assets, including those acquired using borrowings for investment purposes, and assumes our gross assets remain consistent with gross assets for the fiscal year ended December 31, 2023.
The base management fee is reduced to 1.00% on gross assets that exceed 200% of total net assets as of the immediately preceding quarter.
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The “catch-up”
−Removed: is meant to provide our investment adviser with 20% of our Pre-Incentive
+Added: is meant to provide our investment adviser with 20% of our
+Added: Pre-Incentive
Fee Net Investment Income, as if a Hurdle did not apply when our Pre-Incentive
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The second part of the incentive fee equals 20% of our “Incentive Fee Capital Gains,” if any, which equals our realized capital gains on a cumulative basis from inception through the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees.
−Removed: The second part of the incentive fee is payable, in arrears, at the end of each calendar year (or upon termination of the Investment Advisory and Management Agreement, as of the termination date).
+Added: The second part of the incentive fee is payable, in arrears, at the end of each calendar year (or upon termination of the Advisory Agreement, as of the termination date).
We have historically and will in the future borrow funds from time to time to make investments to the extent we determine that the economic situation is conducive to doing so.
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For purposes of this section, we have computed interest expense using the average consolidated balance outstanding for borrowings during the fiscal year ended December 31, 2023.
−Removed: We used the Secured Overnight Financing Rate (“SOFR”) or similar base rate on December 31, 2022 and the interest rate on the Credit Facility, the SPV Credit Facility, the 2027 Series F Unsecured Notes, the 2027 Unsecured Notes, the 2026 Unsecured Notes, the 2025 Unsecured Notes, the 2024 Unsecured Notes and the 2023 Unsecured Notes on December 31, 2022.
−Removed: We have also included, as applicable, the estimated market discount or amortization of fees incurred in establishing the Credit Facility, the SPV Credit Facility, the 2027 Series F Unsecured Notes, the 2027 Unsecured Notes, the 2026 Unsecured Notes, the 2025 Unsecured Notes, the 2024 Unsecured Notes and the 2023 Unsecured Notes as of December 31, 2022.
+Added: We used SOFR or a similar base rate on December 31, 2023 and the interest rate on the Credit Facility, the SPV Credit Facility, the 2027 Series F Unsecured Notes, the 2027 Unsecured Notes, the 2026 Unsecured Notes, the 2025 Unsecured Notes and the 2024 Unsecured Notes on December 31, 2023.
+Added: We have also included, as applicable, the estimated market discount or amortization of fees incurred in establishing the Credit Facility, the SPV Credit Facility, the 2027 Series F Unsecured Notes, the 2027 Unsecured Notes, the 2026 Unsecured Notes, the 2025 Unsecured Notes and the 2024 Unsecured Notes as of December 31, 2023.
Additionally, we included the estimated cost of commitment fees for unused balances on the Credit Facility and the SPV Credit Facility.
−Removed: As of December 31, 2022, we had $393.0 million outstanding under the Credit Facility, $155.2 million outstanding under the SPV Credit Facility and $135 million, $50 million, $75 million, $125 million, $85 million, and $75 million outstanding under the 2027 Series F Unsecured Notes, the 2027 Unsecured Notes, the 2026 Unsecured Notes, the 2025 Unsecured Notes, the 2024 Unsecured Notes and the 2023 Unsecured Notes, respectively.
+Added: As of December 31, 2023, we had $507.0 million outstanding under the Credit Facility, $206.3 million outstanding under the SPV Credit Facility and $135 million, $50 million, $75 million, $125 million and $85 million outstanding under the 2027 Series F Unsecured Notes, the 2027 Unsecured Notes, the 2026 Unsecured Notes, the 2025 Unsecured Notes and the 2024 Unsecured Notes, respectively.
We may also issue preferred stock, subject to our compliance with applicable requirements under the 1940 Act, although we have no immediate intention to do so.
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As such, the below example is based on an annual expense ratio of 11.99%.
−Removed: See Note 7 above for additional information regarding certain assumptions regarding our level of leverage.
+Added: See Note 7 above for additional information regarding certain
+Added: assumptions regarding our level of leverage.
In the event that shares are sold to or through underwriters, a corresponding prospectus supplement will restate this example to reflect the applicable sales load.
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While the example assumes, as required by the SEC, a 5% annual return, our performance will vary and may result in a return greater or less than 5%.
−Removed: The incentive fee under the Investment Advisory and Management Agreement, which, assuming a 5% annual return, would either not be payable or would have an insignificant impact on the expense amounts shown above, is not included in the example.
+Added: The incentive fee under the Advisory Agreement, which, assuming a 5% annual return, would either not be payable or would have an insignificant impact on the expense amounts shown above, is not included in the example.
This illustration assumes that we will not realize any capital gains (computed net of all realized capital losses and unrealized capital depreciation) in any of the indicated time periods.
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.