Item 9A. Controls and Procedures
Item 9A.
Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
As of December 31, 2023 (the end of the period covered by this report), we, including our Co-Chief
Executive Officers and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e)
of the 1934 Act). Based on that evaluation, our management, including the Co-Chief
Executive Officers and Chief Financial Officer, concluded that our disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed in our periodic SEC filings is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Co-Chief
Executive Officers and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of such possible controls and procedures.
(b) Management’s Report on Internal Control Over Financial Reporting
Management’s Report on Internal Control Over Financial Reporting, which appears in Item 8 of this Form 10-K,
is incorporated by reference herein.
(c) Attestation Report of the Independent Registered Public Accounting Firm
Our independent registered public accounting firm, KPMG LLP, has issued an attestation report on the Company’s internal control over financial reporting, which is set forth above under the heading “Report of Independent Registered Public Accounting Firm” in Item 8.
(d) Changes in Internal Controls Over Financial Reporting
Management has not identified any change in the Company’s internal control over financial reporting that occurred during the fourth fiscal quarter of 2023 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Item 9B.
Other Information
Rule 10b5-1
Trading Plans
During the fiscal year ended December 31, 2023, none of our directors or officers (as defined in Rule 16a-1(f)
under the 1934 Act) adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Rule 10b5-1(c)
under the 1934 Act or any “non-Rule
10b5-1
trading arrangement” as defined in Item 408(c) of Regulation S-K.
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not Applicable.
16 3
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PART III
Item 10.
Directors, Executive Officers and Corporate Governance
Information about Directors
Certain information with respect to each of the current directors is set forth below, including their names, ages, a brief description of their recent business experience, including present occupations and employment, certain directorships that each person holds, the year in which each person became a director of the Company, and a discussion of their particular experience, qualifications, attributes or skills that lead us to conclude that such individual should serve as a director of the Company, in light of the Company’s business and structure. There were no legal proceedings of the type described in Item 401(f) of Regulation S-K
in the past 10 years against any of the directors or officers of the Company and none are currently pending. There is no arrangement or understanding between any of the Company’s directors or officers pursuant to which they were selected as directors or officers and the Company or any other person or entity.
Mr. Gross is an “interested person” of the Company as defined in the 1940 Act due to his position as Co-Chief
Executive Officer and President of the Company and a managing member of SLR Capital Partners, LLC (“SLR Capital Partners”), the Company’s investment adviser. Mr. Spohler is an “interested person” of the Company as defined in the 1940 Act due to his position as Co-Chief
Executive Officer and Chief Operating Officer of the Company and a managing member of SLR Capital Partners, the Company’s investment adviser. Each of Ms. Roberts, Mr. Wachter, Mr. Hochberg and Mr. Potter is not an “interested person” of the Company as defined in the 1940 Act.
Name, Address and
Age(1)
Position(s)
Held with
Company
Terms of Office
and Length of
Time Served
Principal Occupation(s) During
Past 5 Years
Number of
Portfolios in Fund
Complex Overseen
by Director(2)
Other Directorships
Held by Director or
Nominee for Director
During Past 5 Years
That Are Not Part of
the Fund Complex
Interested Director
Michael S. Gross,
62
Chairman of the Board of Directors, Co-Chief
Executive Officer and President.
Class III Director since 2007; Term expires 2024.
Co-Chief
Executive Officer of SLR Investment Corp. and SCP Private Credit Income BDC LLC since June 2019, of SLR HC BDC LLC since September 2020 and of SLR Private Credit BDC II LLC since April 2022, and President of SLR Investment Corp. since 2007, of SCP Private Credit Income BDC LLC since 2018, of SLR HC BDC LLC since 2020 and of SLR Private Credit BDC II LLC since 2022; Sole Chief Executive Officer of SLR Investment Corp. (February 2007-June 2019), and of SCP Private Credit Income BDC LLC (June 2018- June 2019). Previously, Co-Chief
Executive Officer and President of SLR Senior Investment Corp.
4
Chairman of the Board of Directors of Global Ship Lease Inc. Previously Chairman of the Board of Directors of SLR Senior Investment Corp., where he served from 2010 to April 2022.
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Mr. Gross’ intimate knowledge of the business and operations of SLR Capital Partners, extensive familiarity with the financial industry and the investment management process in particular, and experience as a director of other public and private companies not only gives the board of directors valuable insight but also positions him well to continue to serve as the Chairman of our board of directors.
Name, Address
and Age(1)
Position(s) Held
with Company
Terms of Office
and Length of
Time Served
Principal Occupation(s) During
Past 5 Years
Number of
Portfolios in Fund
Complex Overseen
by Director(2)
Other Directorships
Held by Director or
Nominee for
Director During
Past 5 Years That
Are Not Part of the
Fund Complex
Interested Director
Bruce Spohler,
63
Co-Chief
Executive Officer, Chief Operating Officer and Director
Class II Director since 2009; Term expires 2026.
Co-Chief
Executive Officer of SLR Investment Corp. and SCP Private Credit Income BDC LLC since June 2019, of SLR HC BDC LLC since September 2020 and of SLR Private Credit BDC II LLC since April 2022; Chief Operating Officer of SLR Investment Corp. since February 2007, of SCP Private Credit Income BDC LLC since June 2018, of SLR HC BDC LLC since September 2020 and of SLR Private Credit BDC II LLC since April 2022.
4
Previously a member of the board of directors of SLR Senior Investment Corp., where he served from 2010 to April 2022.
Mr. Spohler’s depth of experience in managerial positions in investment management, leveraged finance and financial services, as well as his intimate knowledge of the Company’s business and operations, gives the board of directors valuable industry-specific knowledge and experience on these and other matters.
Name, Address
and Age(1)
Position(s) Held
with Company
Terms of Office
and Length of
Time Served
Principal Occupation(s) During
Past 5 Years
Number of
Portfolios in Fund
Complex Overseen
by Director(2)
Other Directorships
Held by Director or
Nominee for Director
During Past 5 Years
That Are Not Part of the
Fund Complex
Independent Director
Steven Hochberg, 62
Director
Class II Director since 2007; Term expires 2026.
Operating Partner of Deerfield Management, a healthcare investment firm, since 2022. Partner of Deerfield Management from 2013 to 2021. Co-Founder
and Manager of Ascent Biomedical Ventures, a venture capital firm focused on early stage investment and development of biomedical companies, since 2004. Co-Founder
and Co-General
Partner of Triatomic Capital, a technology focused venture capital firm, since 2022.
4
Since 2011, Mr. Hochberg had been the Chairman of the Board of Continuum Health Partners until its merger with Mount Sinai in 2013, where he is a Vice Chairman of Mount Sinai Health System, a non-profit
healthcare integrated delivery system in New York City. Director of a number of private healthcare companies and the Cardiovascular
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Table of Contents
Name, Address
and Age(1)
Position(s) Held
with Company
Terms of Office
and Length of
Time Served
Principal Occupation(s) During
Past 5 Years
Number of
Portfolios in Fund
Complex Overseen
by Director(2)
Other Directorships
Held by Director or
Nominee for Director
During Past 5 Years
That Are Not Part of the
Fund Complex
Research Foundation, an organization focused on advancing new technologies and education in the field of cardiovascular medicine. Previously a member of the board of directors of SLR Senior Investment Corp., where he served from 2011 to April 2022.
Mr. Hochberg’s varied experience in investing in medical technology companies provides the board of directors with particular knowledge of this field, and his role as chairman of other companies’ board of directors brings the perspective of a knowledgeable corporate leader.
Name, Address
and Age(1)
Position(s) Held
with Company
Terms of Office
and Length of
Time Served
Principal Occupation(s)
During Past 5 Years
Number of
Portfolios in Fund
Complex Overseen
by Director(2)
Other Directorships
Held by Director or
Nominee for Director
During Past 5 Years
That Are Not Part of
the Fund Complex
Independent Director
Leonard A. Potter, 62
Director
Class III Director since 2009; Term expires 2024.
President and Chief Investment Officer of Wildcat Capital Management, LLC since 2011; Senior Managing Director of Vida Ventures I and II, each a biotech venture fund, since 2017; Managing Director of Soros Private Equity at Soros Fund Management LLC from 2002 to 2009.
4
Director of Hilton Grand Vacations Inc. since 2017, of SuRo Capital Corp. since 2011, and of several private companies. Previously a member of the board of directors of SLR Senior Investment Corp., where he served from 2011 to April 2022.
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Table of Contents
Mr. Potter’s experience practicing as a corporate lawyer provides valuable insight to the board of directors on regulatory and risk management issues. In addition, his tenure in private equity and other investments and service as a director of both public and private companies provide industry-specific knowledge and experience to the board of directors.
Name, Address
and Age(1)
Position(s)
Held with
Company
Terms of
Office and
Length of
Time Served
Principal
Occupation(s) During
Past 5 Years
Number of
Portfolios in Fund
Complex Overseen
by Director(2)
Other Directorships
Held by Director or
Nominee for
Director During
Past 5 Years That
Are Not Part of the
Fund Complex
Independent Director
David S. Wachter, 60
Director
Class I Director since 2007; Term expires 2025.
Founding Partner and Managing Partner of W Capital Partners, a private equity fund manager, since 2001.
4
Previously a member of the board of directors of SLR Senior Investment Corp., where he served from 2011 to April 2022.
Mr. Wachter’s extensive knowledge of private equity and investment banking provides the board of directors with the valuable insight of an experienced financial manager.
Name, Address
and Age(1)
Position(s)
Held with
Company
Terms of
Office and
Length of
Time Served
Principal
Occupation(s) During
Past 5 Years
Number of
Portfolios in Fund
Complex Overseen
by Director
Other Directorships
Held by Director or
Nominee for
Director During
Past 5 Years That
Are Not Part of the
Fund Complex
Independent Director
Andrea C. Roberts, 67
Director
Class I Director since 2023; Term expires 2025.
Co-Founder
and Managing Director of Genesis Capital Corporation, an investment banking firm, since 1994; President and sole owner of Orbis Associates, Inc., a consulting firm providing consulting services to Genesis Capital Corporation on an exclusive basis, since 1994.
1
Director of Trinity Episcopal School from 2019 to 2022.
Ms. Roberts’ extensive knowledge of investment banking and asset-based financing provides the board of directors with the valuable insight of an experienced financial manager.
(1)
The business address of the director nominees and other directors is c/o SLR Investment Corp., 500 Park Avenue, New York, New York 10022.
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Table of Contents
(2)
The Company is part of a “Fund Complex,” as that term is defined in Schedule 14A and Regulation 14A under the 1934 Act. Messrs. Gross, Spohler, Hochberg, Potter and Wachter each also have served as directors of SCP Private Credit Income BDC LLC, SLR HC BDC LLC and SLR Private Credit BDC II LLC since 2018, 2020 and 2022, respectively, which are investment companies that have each elected to be regulated as a business development company (“BDC”) and are part of the Fund Complex. Mr. Gross has served as Chairman of SCP Private Credit Income BDC LLC, SLR HC BDC LLC and SLR Private Credit BDC II LLC since 2018, 2020 and 2022, respectively. Mr. Potter also serves as a director of SuRo Capital Corp., which is a closed-end
management investment company that has elected to be regulated as a BDC.
Information about Executive Officers Who Are Not Directors
The following information, as of December 31, 2023, pertains to our executive officers who are not directors of the Company.
Name, Address, and Age (1)
Position(s) Held with
Company
Number of
Portfolios in
Fund
Complex
Overseen by
Officer
Principal Occupation(s) During Past 5 Years
Shiraz Y. Kajee, 44
Chief Financial Officer and Treasurer
4
Chief Financial Officer and Treasurer of the Company, SCP Private Credit Income BDC LLC, SLR HC BDC LLC and SLR Private Credit BDC II LLC since April 2023. From December 2015 through March 2023, Mr. Kajee served as a Managing Director at New Mountain Capital, L.L.C., which included serving as Chief Financial Officer and Treasurer of New Mountain Finance Corporation since 2015, of NMF SLF I, Inc. since 2019, of New Mountain Guardian III BDC, L.L.C. since 2019 and of New Mountain Guardian IV BDC, L.L.C. since 2022.
Guy Talarico, 68
Chief Compliance Officer and Secretary
4
Chief Compliance Officer of the Company since July 2008, chief compliance officer of SCP Private Credit Income BDC LLC since June 2018, chief compliance officer of SLR HC BDC LLC since September 2020, and chief compliance officer of SLR Private Credit BDC II LLC since April 2022. Secretary of the Company, SCP Private Credit Income BDC LLC, SLR HC BDC LLC and SLR Private Credit BDC II LLC since November 2023; Mr. Talarico currently serves as General Counsel and Chief Compliance Officer for SLR Capital Partners, LLC since May 2023. In addition, Mr. Talarico previously served as the chief compliance officer of SLR Senior Investment Corp. from December 2010 until April 2022. Mr. Talarico previously served as managing director of ACA Group, LLC (successor to Foreside Consulting Services LLC, and ultimate successor to Alaric Compliance Services, LLC, which he founded in December 2005). Mr. Talarico holds a B.S. ChE from Lehigh University, an M.B.A. from Fairleigh Dickinson University and a J.D. from New York Law School.
(1)
The business address of the executive officers is c/o SLR Investment Corp., 500 Park Avenue, New York, New York 10022.
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Table of Contents
Our common stock is listed on the NASDAQ Global Select Market under the symbol “SLRC.”
Audit Committee
The Audit Committee operates pursuant to a charter approved by our board of directors, a copy of which is available on our website at http://www.slrinvestmentcorp.com.
The charter sets forth the responsibilities of the Audit Committee. The Audit Committee’s responsibilities include selecting the independent registered public accounting firm for the Company, reviewing with such independent registered public accounting firm the planning, scope and results of their audit of the Company’s financial statements, pre-approving
the fees for services performed, reviewing with the independent registered public accounting firm the adequacy of internal control systems, reviewing the Company’s annual financial statements and periodic filings and receiving the Company’s audit reports and financial statements. The Audit Committee also establishes guidelines and makes recommendations to our board of directors regarding the valuation of our investments. The Audit Committee is responsible for aiding our board of directors in determining the fair value of debt and equity securities that are not publicly traded or for which current market values are not readily available. The board of directors and Audit Committee utilize the services of nationally recognized third-party valuation firms to help determine the fair value of these securities. The Audit Committee is currently composed of Messrs. Hochberg, Wachter and Potter and Ms. Roberts, all of whom are considered independent under the rules of the NASDAQ Stock Market and are not “interested persons” of the Company as that term is defined in Section 2(a)(19) of the 1940 Act. Mr. Hochberg serves as Chairman of the Audit Committee. Our board of directors has determined that Mr. Hochberg is an “audit committee financial expert” as that term is defined under Item 407 of Regulation S-K,
as promulgated under the 1934 Act. Mr. Hochberg meets the current independence and experience requirements of Rule 10A-3
of the 1934 Act.
Communication with the Board of Directors
Stockholders with questions about the Company are encouraged to contact the Company’s investor relations department. However, if stockholders believe that their questions have not been addressed, they may communicate with the Company’s board of directors by sending their communications to SLR Investment Corp., c/o Guy Talarico, Secretary, 500 Park Avenue, New York, New York 10022. All stockholder communications received in this manner will be delivered to one or more members of the board of directors.
Code of Ethics
The Company has adopted a code of ethics that applies to, among others, its senior officers, including its Co-Chief
Executive Officers and its Chief Financial Officer, as well as every officer, director and employee of the Company. The Company’s code of ethics can be accessed via its website at http://www.slrinvestmentcorp.com
. The Company intends to disclose amendments to or waivers from a required provision of the code of ethics on Form 8-K.
Nomination of Directors
There have been no material changes to the procedures by which stockholders may recommend nominees to our Board of Directors implemented since the filing of our Proxy Statement for our 2023 Annual Meeting of Stockholders.
Item 11.
Executive Compensation
Compensation of Executive Officers
None of our officers receives direct compensation from the Company. As a result, we do not engage any compensation consultants. Mr. Gross, our Co-Chief
Executive Officer and President, and Mr. Spohler, our
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Co-Chief
Executive Officer and Chief Operating Officer, through their ownership interest in SLR Capital Partners, our investment adviser, are entitled to a portion of any profits earned by SLR Capital Partners, which includes any fees payable by us to SLR Capital Partners under the terms of the Advisory Agreement, less expenses incurred by SLR Capital Partners in performing its services under the Advisory Agreement. Messrs. Gross and Spohler do not receive any additional compensation from SLR Capital Partners in connection with the management of our portfolio.
Mr. Kajee, our
Chief Financial Officer and Treasurer, and Mr. Talarico, our Chief Compliance Officer and Secretary, are paid by the Investment Adviser, subject to reimbursement by us of an allocable portion of such compensation for services rendered by such persons to the Company.
Compensation of Directors
The following table sets forth the compensation of the Company’s directors, for the year ended December 31, 2023.
Name
Fees Earned or Paid
in Cash (1)
Stock
Awards (2)
All Other
Compensation
Total
Interested Directors
Michael S. Gross
—
—
—
—
Bruce Spohler
—
—
—
—
Independent Directors
Steven Hochberg
$
133,000
—
—
$
133,000
David S. Wachter
$
128,000
—
—
$
128,000
Leonard A. Potter
$
128,000
—
—
$
128,000
Andrea C. Roberts (3)
$
41,239
—
—
$
41,239
(1)
For a discussion of the independent directors’ compensation, see below.
(2)
We do not maintain a stock or option plan, non-equity
incentive plan or pension plan for our directors. However, our independent directors have the option to receive all or a portion of the directors’ fees to which they would otherwise be entitled in the form of shares of our common stock issued at a price per share equal to the greater of our then current net asset value per share or the market price at the time of payment. No shares were issued to any of our independent directors in lieu of cash during 2023.
(3)
Ms. Roberts was appointed to the board of directors on August 28, 2023.
Our independent directors’ annual fee is $100,000. The independent directors also receive $2,500 ($1,500 if participating telephonically) plus reimbursement of reasonable out-of-pocket
expenses incurred in connection with attending each board meeting and $1,000 plus reimbursement of reasonable out-of-pocket
expenses incurred in connection with each committee meeting attended. In addition, the Chairman of the Audit Committee receives an annual fee of $7,500, the Chairman of the Nominating and Corporate Governance Committee receives an annual fee of $2,500 and the Chairman of the Compensation Committee receives an annual fee of $2,500. Further, we purchase directors’ and officers’ liability insurance on behalf of our directors and officers. In addition, no compensation was paid to directors who are interested persons of the Company as defined in the 1940 Act.
Compensation Committee
The Compensation Committee operates pursuant to a charter approved by our board of directors, a copy of which is available on our website at http://www.slrinvestmentcorp.com.
The charter sets forth the responsibilities of the Compensation Committee. The Compensation Committee is responsible for reviewing and recommending for approval to our board of directors the Advisory Agreement and the Administration Agreement. In addition,
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Table of Contents
although we do not directly compensate our executive officers currently, to the extent that we do so in the future, the Compensation Committee would also be responsible for reviewing and evaluating their compensation and making recommendations to the board of directors regarding their compensation. Lastly, the Compensation Committee would produce a report on our executive compensation practices and policies for inclusion in our proxy statement if required by applicable proxy rules and regulations and, if applicable, make recommendations to the board of directors with matters related to compensation generally. The Compensation Committee has the authority to engage compensation consultants and to delegate their duties and responsibilities to a member or to a subcommittee of the Compensation Committee. The members of the Compensation Committee are Messrs. Hochberg, Wachter and Potter and Ms. Roberts, all of whom are considered independent under the rules of the NASDAQ Stock Market and are not “interested persons” of the Company as that term is defined in Section 2(a)(19) of the 1940 Act. Mr. Potter serves as Chairman of the Compensation Committee.
Compensation Committee Interlocks and Insider Participation
During fiscal year 2023 none of the Company’s executive officers served on the board of directors (or a compensation committee thereof or other board committee performing equivalent functions) of any entities that had one or more executive officers serve on the Compensation Committee of the Company or on the Board of Directors of the Company. No member of the Compensation Committee had any relationship requiring disclosure under any paragraph of Item 404 of Regulation S-K.
Compensation Committee Report
Currently, none of our executive officers are compensated by the Company, and as such the Company is not required to produce a report on executive officer compensation for inclusion in our annual report on Form 10-K.
Clawback Policy
While the Company, as an externally-managed business development company under the 1940 Act, currently neither pays nor has any plans to pay or otherwise award incentive-based compensation to its executive officers, the Board adopted our Clawback Policy, effective November 6, 2023 (the “Clawback Policy”), in accordance with Rule 10D-1
of the 1934 Act and Nasdaq listing standards. The Clawback Policy applies to current and former covered executive officers of the Company and is administered by the Compensation Committee. In the event the Company is required to prepare an accounting restatement to correct material noncompliance with any financial reporting requirement under U.S. federal securities laws, including restatements that correct an error in previously issued financial statements that is material to the previously issued financial statements or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, it is the Company’s policy to recover erroneously awarded incentive-based compensation, if any, received by its executive officers. The recovery of such compensation applies regardless of whether an executive officer engaged in misconduct or otherwise caused or contributed to the requirement for a restatement.
During the fiscal year ended December 31, 2023 and continuing through the date of this Annual Report on Form 10-K,
we were not required to prepare an accounting restatement that required recovery of erroneously awarded compensation under the Clawback Policy nor was there an outstanding balance as of December 31, 2023 of erroneously awarded compensation to be recovered under the Clawback Policy from a prior restatement.
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth, as of February 23, 2024, the beneficial ownership of each current director, the nominees for directors, the Company’s executive officers, each person known to us to beneficially own 5% or more of the outstanding shares of our common stock, and the executive officers and directors as a group.
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Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. Ownership information for those persons who beneficially own 5% or more of our shares of common stock is based upon reports filed by such persons with the SEC and other information obtained from such persons, if available.
Unless otherwise indicated, the Company believes that each beneficial owner set forth in the table has voting and investment power and has the same address as the Company. Our address is 500 Park Avenue, New York, New York 10022.
Name and Address of Beneficial Owner
Number of Shares
Owned Beneficially(1)
Percentage
of Class(2)
Interested Directors
Michael S. Gross(3)(4)
3,829,913
7.0
%
Bruce Spohler(3)
3,516,273
6.4
%
Independent Directors
Steven Hochberg
2,742
*
Leonard A. Potter
14,872
*
David S. Wachter
53,494
*
Andrea C. Roberts
—
—
Executive Officers
Shiraz Y. Kajee
7,500
*
Guy Talarico
31,899
*
All executive officers and directors as a group (8 persons)
4,458,780
8.2
%
Thornburg Investment Management Inc.(5)
4,338,599
8.0
%
*
Represents less than one percent.
(1)
Beneficial ownership has been determined in accordance with Rule 13d-3
under the 1934 Act. Assumes no other purchases or sales of our common stock since the most recently available SEC filings. This assumption has been made under the rules and regulations of the SEC and does not reflect any knowledge that we have with respect to the present intent of the beneficial owners of our common stock listed in this table.
(2)
Based on a total of 54,554,634 shares of the Company’s common stock issued and outstanding as of February 23, 2024.
(3)
Includes 1,285,013 shares held by Solar Capital Investors, LLC and 715,000 shares held by Solar Capital Investors II, LLC, 355,107 shares held by Solar Senior Capital Investors, LLC and 77 shares held by SLR Capital Management, LLC, a portion of each which may be deemed to be indirectly beneficially owned by Michael S. Gross, by Bruce Spohler and a grantor retained annuity trust (“GRAT”) setup by and for Mr. Gross by virtue of their collective ownership interest therein. Also includes 642,716 shares held by Solar Capital Partners Employee Stock Plan LLC, which is controlled by SLR Capital Partners, LLC. Mr. Gross and Mr. Spohler may be deemed to beneficially own a portion of the shares held by Solar Capital Partners Employee Stock Plan LLC by virtue of their collective ownership interest in SLR Capital Partners, LLC. Each of Mr. Gross and Mr. Spohler disclaim beneficial ownership of any shares of our common stock directly held by Solar Capital Partners Employee Stock Plan LLC, Solar Capital Investors, LLC, Solar Capital Investors II, LLC, Solar Senior Capital Investors, LLC and SLR Capital Management, LLC, except to the extent of their respective pecuniary interest therein. Also includes 199,466 shares held in a trust of which Bruce Spohler became co-trustee
in which he and certain members of his immediate family are beneficiaries (the “Spohler Trust”) and 243,021 shares held by a limited liability company in which he owns a pro rata interest (the “Spohler LLC”). Mr. Spohler disclaims beneficial ownership of the shares in the Spohler Trust and the Spohler LLC.
(4)
Includes 152,166 shares directly held by Michael S. Gross’ profit sharing plan (the “Profit Sharing Plan”). Mr. Gross may be deemed to directly beneficially own these shares as the sole participant in the Profit
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Sharing Plan. Also includes 117,617 shares held by certain trusts for the benefit of family members for which Mr. Gross serves as trustee (the “Family Trusts”). The total includes 334,428 shares held by the GRAT. Mr. Gross may be deemed to directly beneficially own these shares by virtue of his control with respect to the Family Trusts, and disclaims beneficial ownership of the securities held by the Family Trusts except to the extent of his pecuniary interest therein.
(5)
Based upon information contained in the Schedule 13G filed February 9, 2024 by Thornburg Investment Management Inc. Such securities are held by certain investment vehicles controlled and/or managed by Thornburg Investment Management Inc. or its affiliates. The address for Thornburg Investment Management Inc. is 2300 North Ridgetop Road, Santa Fe, New Mexico 87506.
Set forth below is the dollar range of equity securities beneficially owned by each of our directors as of February 24, 2023. The Company is part of a “Fund Complex,” as that term is defined in Schedule 14A and Regulation 14A under the 1934 Act. For purposes of this Annual Report on Form 10-K,
the term Fund Complex includes the Company, SCP Private Credit Income BDC LLC, SLR HC BDC LLC and SLR Private Credit BDC II LLC.
Name of Director
Dollar Range
of Equity
Securities
Beneficially
Owned in the
Company(1)(2)
Dollar Range
of Equity
Securities
Beneficially
Owned in the Fund
Complex(1)(2)(3)
Interested Directors
Michael S. Gross
Over $ 100,000
Over $ 100,000
Bruce Spohler
Over $ 100,000
Over $ 100,000
Independent Directors
Steven Hochberg
$10,001- $50,000
$10,001- $50,000
Leonard A. Potter
Over $ 100,000
Over $ 100,000
David S. Wachter
Over $ 100,000
Over $ 100,000
Andrea C. Roberts
None
None
(1)
The dollar ranges are: None, $1-$10,000,
$10,001-$50,000,
$50,001-$100,000,
or Over $100,000.
(2)
The dollar range of equity securities beneficially owned in us is based on the closing price for our common stock of $14.89 on February 23, 2024 on the NASDAQ Global Select Market. Beneficial ownership has been determined in accordance with Rule 16a-1(a)(2)
of the 1934 Act.
(3)
The dollar range of equity securities in the Fund Complex beneficially owned by directors of the Company, if applicable, is the total dollar range of equity securities in the Company beneficially owned by the directors, as no director has beneficial ownership of SCP Private Credit Income BDC LLC, SLR HC BDC LLC or SLR Private Credit BDC II LLC.
Item 13.
Certain Relationships and Related Transactions, and Director Independence
We have entered into the Advisory Agreement with SLR Capital Partners. Mr. Gross, our Chairman, Co-Chief
Executive Officer and President, and Mr. Spohler, our Co-Chief
Executive Officer, Chief Operating Officer and board member, are managing members and senior investment professionals of, and have financial and controlling interests in, SLR Capital Partners. In addition, Mr. Kajee, our Chief Financial Officer and Treasurer, serves as the Chief Financial Officer for SLR Capital Partners, and Mr. Talarico, our Chief Compliance Officer and Secretary serves as General Counsel and Chief Compliance Officer for SLR Capital Partners.
SLR Capital Partners and its affiliates may also manage other funds in the future that may have investment mandates that are similar, in whole and in part, with ours. For example, SLR Capital Partners presently serves as investment adviser to private funds and managed accounts as well as to SCP Private Credit Income BDC LLC, an unlisted BDC, which focuses on investing primarily in senior secured loans, including non-traditional
asset-based loans and first lien loans, SLR HC BDC LLC, an unlisted BDC whose principal focus is to invest directly and
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indirectly in senior secured loans and other debt instruments typically to middle market companies within the healthcare industry, and SLR Private Credit BDC II LLC, an unlisted BDC whose principal focus is to investment in first lien senior secured floating rate loans primarily to upper middle market leveraged companies with EBITDA between approximately $25 million and $250 million that have significant free cash flow and are in non-cyclical
industries in which the Investment Adviser has significant experience. In addition, Michael S. Gross, our Chairman and Co-Chief
Executive Officer, Bruce Spohler, our Co-Chief
Executive Officer and Chief Operating Officer, Shiraz Y. Kajee, our Chief Financial Officer, and Guy F. Talarico, our Chief Compliance Officer and Secretary, serve in similar capacities for SCP Private Credit Income BDC LLC, SLR HC BDC LLC and SLR Private Credit BDC II LLC.
SLR Capital Partners and certain investment advisory affiliates may determine that an investment is appropriate for us and for one or more of those other funds. In such event, depending on the availability of such investment and other appropriate factors, SLR Capital Partners or its affiliates may determine that we should invest side-by-side
with one or more other funds. Any such investments will be made only to the extent permitted by applicable law and interpretive positions of the SEC and its staff, and consistent with SLR Capital Partners’ allocation procedures.
Related party transactions may occur among us, SLR Senior Lending Program LLC, SLR Senior Lending Program SPV LLC, SLR Credit, Equipment Operating Leases LLC, KBH, Loyer Capital LLC, SLR Business Credit, SLR Healthcare ABL and SLR Equipment. These transactions may occur in the normal course of business. No administrative or other fees are paid to the Investment Adviser by SLR Senior Lending Program LLC, SLR Senior Lending Program SPV LLC, SLR Credit, Equipment Operating Leases LLC, KBH, Loyer Capital LLC, SLR Business Credit, SLR Healthcare ABL or SLR Equipment.
In addition, we have adopted a formal code of ethics that governs the conduct of our officers and directors. Our officers and directors also remain subject to the duties imposed by both the 1940 Act and the Maryland General Corporation Law.
Regulatory restrictions limit our ability to invest in any portfolio company in which any affiliate currently has an investment. The Company obtained its most recent exemptive order from the SEC on June 13, 2017 (the “Exemptive Order”). The Exemptive Order permits us to participate in negotiated co-investment
transactions with certain affiliates, each of whose investment adviser is an investment adviser that controls, is controlled by or is under common control with SLR Capital Partners and is registered as an investment adviser under the Advisers Act, in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors, and pursuant to the conditions to the Exemptive Order. We believe that it will be advantageous for us to co-invest
with funds managed by SLR Capital Partners where such investment is consistent with the investment objectives, investment positions, investment policies, investment strategy, investment restrictions, regulatory requirements and other pertinent factors applicable to us.
We have entered into a license agreement with SLR Capital Partners, pursuant to which SLR Capital Partners has agreed to grant us a non-exclusive,
royalty-free license to use the names “SLR” and “SOLAR”. In addition, pursuant to the terms of the Administration Agreement, SLR Capital Management provides us with the office facilities and administrative services necessary to conduct our day-to-day
operations.
Board Consideration of the Advisory Agreement
Our board of directors determined at a meeting held on October 25, 2023 to approve the Advisory Agreement between the Company and SLR Capital Partners. In reliance on certain exemptive relief provided by the SEC, the Board ratified the approval of the Investment Management Agreement at its next in-person
meeting held on November 6, 2023. In its consideration of the approval of the Advisory Agreement, the board of directors focused on information it had received relating to, among other things:
•
the nature, extent and quality of advisory services to be rendered, including information about the investment performance of the Company relative to its stated objectives and in comparison to the
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performance of the Company’s peer group and relevant market indices, and concluded that such services are satisfactory and the Company’s investment performance is reasonable;
•
the experience and qualifications of the personnel of SLR Capital Partners providing such services, including information about the backgrounds of the investment personnel, the allocation of responsibilities among such personnel and the process by which investment decisions are made, and concluded that SLR Capital Partners’ personnel have extensive experience and are well qualified;
•
the current fee structure, the existence of any fee waivers, and the Company’s anticipated expense ratios in relation to those of other investment companies having comparable investment policies and limitations, and concluded that the proposed fee structure is reasonable;
•
the fees charged by SLR Capital Partners to the Company, to SCP Private Credit Income BDC LLC, to SLR HC BDC LLC and to SLR Private Credit BDC II LLC, and comparative data regarding the advisory fees charged by other investment advisers to similar investment companies, and concluded that the fees to be charged by SLR Capital Partners to the Company are reasonable;
•
the direct and indirect costs, including for personnel and office facilities, that may be incurred by SLR Capital Partners and its affiliates in performing services for the Company and the basis of determining and allocating these costs, and concluded that the direct and indirect costs, including the allocation of such costs, are reasonable;
•
possible economies of scale arising from the Company’s size and/or anticipated growth, and the extent to which such economies of scale are reflected in the advisory fees charged by SLR Capital Partners to the Company, and concluded that some economies of scale may be possible in the future;
•
other possible benefits to SLR Capital Partners and its affiliates arising from their relationships with the Company, and concluded that all such other benefits were not material to SLR Capital Partners and its affiliates; and
•
possible alternative fee structures or bases for determining fees, and concluded that the Company’s current fee structure and bases for determining fees are satisfactory.
Based on the information reviewed and the discussions detailed above, the board of directors, including a majority of the directors who are not “interested persons” as defined in the 1940 Act, concluded that the fees payable to SLR Capital Partners pursuant to the Advisory Agreement were reasonable, and comparable to the fees paid by other management investment companies with similar investment objectives, in relation to the services to be provided. The board of directors did not assign relative weights to the above factors or the other factors considered by it. Individual members of the board of directors may have given different weights to different factors.
Director Independence
In accordance with rules of the NASDAQ Stock Market, our board of directors annually determines each director’s independence. We do not consider a director independent unless the board of directors has determined that he has no material relationship with us. We monitor the relationships of our directors and officers through a questionnaire each director completes no less frequently than annually and updates periodically as information provided in the most recent questionnaire changes.
Our governance guidelines require any director who has previously been determined to be independent to inform the Chairman of the board of directors, the Chairman of the Nominating and Corporate Governance Committee and our Secretary of any change in circumstance that may cause his status as an independent director to change. The board of directors limits membership on the Audit Committee, the Nominating and Corporate Governance Committee and the Compensation Committee to independent directors.
In order to evaluate the materiality of any such relationship, the board of directors uses the definition of director independence set forth in the rules promulgated by the NASDAQ Stock Market. Rule 5605(a)(2)
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provides that a director of a BDC shall be considered to be independent if he or she is not an “interested person” of such BDC, as defined in Section 2(a)(19) of the 1940 Act.
The board of directors has determined that each of the directors is independent and has no relationship with us, except as a director and stockholder, with the exception of Michael S. Gross, as a result of his positions as the Co-Chief
Executive Officer and President of the Company and a Managing Member of SLR Capital Partners, and Bruce Spohler, as a result of his positions as the Co-Chief
Executive Officer and Chief Operating Officer of the Company and a Managing Member of SLR Capital Partners.
Indemnification Agreements
We have entered into indemnification agreements with our directors. The indemnification agreements are intended to provide our directors the maximum indemnification permitted under Maryland law and the 1940 Act. Each indemnification agreement provides that SLR Capital shall indemnify the director who is a party to the agreement (an “Indemnitee”), including the advancement of legal expenses, if, by reason of his or her corporate status, the Indemnitee is, or is threatened to be, made a party to or a witness in any threatened, pending, or completed proceeding, to the maximum extent permitted by Maryland law and the 1940 Act.
Item 14.
Principal Accountant Fees and Services
KPMG LLP has advised us that neither the firm nor any present member or associate of it has any material financial interest, direct or indirect, in the Company or its affiliates.
Table below in thousands
Fiscal Year
Ended
December 31,
2023
Fiscal Year
Ended
December 31,
2022
Audit Fees
$
803.0
$
828.1
Audit-Related Fees
—
—
Tax Fees
186.6
166.3
All Other Fees
—
20.0
Total Fees:
$
989.6
$
1,014.4
Audit Fees:
Audit fees consist of fees for professional services rendered for the audit of our year-end
financial statements and quarterly reviews and services that are normally provided by KPMG LLP in connection with statutory and regulatory filings.
Audit-Related Fees:
Audit-related services consist of fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.
Tax Services Fees:
Tax services fees consist of fees for professional tax services. These services also include assistance regarding federal, state, and local tax compliance.
All Other Fees:
Other fees would include fees for products and services other than the services reported above.
Pre-Approval
Policy
The Audit Committee has established a pre-approval
policy that describes the permitted audit, audit-related, tax and other services to be provided by KPMG LLP, the Company’s independent registered public accounting
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firm (“KPMG”). The policy requires that the Audit Committee pre-approve
the audit and non-audit
services performed by the independent auditor in order to assure that the provision of such service does not impair the auditor’s independence.
Any requests for audit, audit-related, tax and other services that have not received general pre-approval
must be submitted to the Audit Committee for specific pre-approval,
irrespective of the amount, and cannot commence until such approval has been granted. Normally, pre-approval
is provided at regularly scheduled meetings of the Audit Committee. However, the Audit Committee may delegate pre-approval
authority to one or more of its members. The member or members to whom such authority is delegated shall report any pre-approval
decisions to the Audit Committee at its next scheduled meeting. The Audit Committee does not delegate its responsibilities to pre-approve
services performed by the independent registered public accounting firm to management. During the fiscal year ended December 31, 2023, the Audit Committee pre-approved
100% of the services described in this policy.
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PART IV
Item 15.
Exhibit and Financial Statement Schedules
a. Documents Filed as Part of this Report
The following reports and consolidated financial statements are set forth in Item 8:
Page
Management’s Report on Internal Control Over Financial Reporting
107
Report of Independent Registered Public Accounting Firm
108
Consolidated Statements of Assets and Liabilities as of December 31, 2023 and 2022
111
Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021
112
Consolidated Statements of Changes in Net Assets for the years ended December 31, 2023, 2022 and 2021
113
Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021
114
Consolidated Schedules of Investments as of December 31, 2023 and 2022
115
Notes to Consolidated Financial Statements
136
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b. Exhibits
The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC:
Exhibit
Number
Description
2.1
Agreement and Plan of Merger among SLR Investment Corp., SLR Senior Investment Corp., Solstice Merger Sub, Inc. and SLR Capital Partners, LLC (for the limited purposes set forth therein), dated as of December 1, 2021(14)
3.1
Articles of Amendment and Restatement(1)
3.2
Articles of Amendment (13)
3.3
Second Amended and Restated Bylaws(14)
4.1
Form of Common Stock Certificate(2)
4.2
Indenture, dated as of November 16, 2012, between the Registrant and U.S. Bank National Association as trustee(5)
4.3
Second Supplemental Indenture, dated November 22, 2017, relating to the 4.50% Notes due 2023, between the Registrant and U.S. Bank National Association as trustee, including the Form of 4.50% Notes due 2023(8)
4.4
Description of Securities(17)
10.1
Dividend Reinvestment Plan(1)
10.2
Form of Senior Secured Credit Agreement dated as of August 28, 2019 (as amended December 28, 2021) among SLR Investment Corp., Citibank, N.A., as Administrative Agent, the lenders party thereto, JPMorgan Chase Bank, N.A., as syndication agent, and Citibank, N.A., J.P. Morgan Securities LLC, and Sumitomo Mitsui Banking Corporation as Joint Lead Bookrunners and Joint Lead Arrangers(15)
10.3
Third Amended and Restated Investment Advisory and Management Agreement by and between the Registrant and SLR Capital Partners, LLC(9)
10.4
Form of Custodian Agreement(7)
10.5
Amended and Restated Administration Agreement by and between Registrant and SLR Capital Management, LLC(6)
10.6
Form of Indemnification Agreement by and between Registrant and each of its directors(1)
10.7
First Amended and Restated Trademark License Agreement by and between Registrant and SLR Capital Partners, LLC(13)
10.8
Form of Share Purchase Agreement by and between Registrant and SLR Capital Investors II, LLC(2)
10.9
Form of Registration Rights Agreement(3)
10.10
Form of Subscription Agreement(3)
10.11
Form of Note Purchase Agreement by and between the Registrant and the lenders party thereto(10)
10.12
Form of First Supplement to Note Purchase Agreement by and between the Registrant and the lenders party thereto(10)
10.13
Form of Second Supplement to Note Purchase Agreement by and between the Registrant and the lenders party thereto(10)
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Exhibit
Number
Description
10.14
Form of Third Supplement to Note Purchase Agreement by and between the Registrant and the lenders party thereto(10)
10.15
Form of Fifth Supplement to Note Purchase Agreement(16)
10.16
Form of Contribution Agreement, dated as of August 26, 2011, by and between SUNS SPV LLC, as the contributee, and SLR Senior Investment Corp., as the contributor(4)
10.17
Form of Loan and Servicing Agreement, dated as of August 26, 2011 (as amended through the Eleventh Amendment dated as of August 29, 2023), by and among SUNS SPV LLC, as the borrower, SLR Investment Corp., as the servicer and the transferor, each of the conduit lenders from time to time party thereto, each of the liquidity banks from time to time party thereto, each of the lender agents from time to time party thereto, Citibank, N.A., as the administrative agent and collateral agent, and Wells Fargo Bank, N.A., as the account bank, the backup servicer and the collateral custodian (21)
10.18
Letter Agreement, dated as of April 1, 2022, between SLR Investment Corp. and SLR Capital Partners, LLC(18)
10.19
Credit Facility Assumption Agreement, dated as of April 1, 2022, by SLR Investment Corp.(18)
10.20
Assumption Agreement, dated as of April 1, 2022, made by SLR Investment Corp. for the benefit of the holders of Notes issued under the Note Purchase Agreement(18)
10.21
Note Purchase Agreement, dated as of March 31, 2020, between SLR Senior Investment Corp. and the purchasers party thereto(18)
10.22
Form of SLR Senior Lending Program LLC Amended and Restated Limited Liability Company Agreement, dated as of October 7, 2022, by and between SLR Investment Corp. and Sunstone Senior Credit L.P. (19)
14.2
Code of Business Conduct(6)
19.1
Joint Code of Ethics and Insider Trading Policy(20)
21.1
Subsidiaries of SLR Investment Corp.*
23.1
Consent of Independent Registered Public Accounting Firm*
23.2
Consent of Independent Auditor*
23.3
Consent of Independent Auditor*
23.4
Consent of Independent Auditor*
23.5
Consent of Independent Auditor*
23.6
Consent of Independent Auditor*
31.1
Certification of Co-Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.*
31.2
Certification of Co-Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.*
31.3
Certification of Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.*
32.1
Certification of Co-Chief Executive Officer pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.*
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Exhibit
Number
Description
32.2
Certification of Co-Chief Executive Officer pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.*
32.3
Certification of Chief Financial Officer pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.*
97.1
Clawback Policy*
99.1
Crystal Financial LLC (A Delaware Limited Liability Company) Consolidated Financial Statements for the years ended December 31, 2023 and December 31, 2022*
99.2
NEF Holdings, LLC and Subsidiaries (A Limited Liability Company) Consolidated Financial Statements for the years ended December 31, 2023 and December 31, 2022*
99.3
KBH Topco, LLC (A Delaware Limited Liability Company) Consolidated Financial Statements for the years ended December 31, 2023 and December 31, 2022*
99.4
Gemino Healthcare Finance, LLC and Subsidiary Consolidated Financial Statements years ended December 31, 2023 and December 31, 2022*
99.5
North Mill Holdco LLC and Subsidiaries Consolidated Financial Report years ended December 31, 2023 and December 31, 2022*
99.6
Report of Independent Registered Public Accounting Firm on Supplemental Information*
101.INS
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document*
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document*
101.SCH
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents*
104
Cover Page Interactive Data File – The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
(1)
Previously filed in connection with SLR Investment Corp.’s registration statement on Form N-2
Pre-Effective
Amendment No. 7 (File No. 333-148734)
filed on January 7, 2010.
(2)
Previously filed in connection with SLR Investment Corp.’s registration statement on Form N-2
(File No 333-148734)
filed on February 9, 2010.
(3)
Previously filed in connection with SLR Investment Corp.’s report on Form 8-K
filed on November 29, 2010.
(4)
Previously filed in connection with SLR Senior Investment Corp.’s report on Form 8-K
(File No. 814-00849)
filed on August 31, 2011.
(5)
Previously filed in connection with SLR Investment Corp.’s registration statement on Form N-2
Post-Effective Amendment No. 6 (File No. 333-172968)
filed on November 16, 2012.
(6)
Previously filed in connection with SLR Investment Corp.’s registration statement on Form N-2
Post-Effective Amendment No. 10 (File No. 333-172968)
filed on November 12, 2013.
(7)
Previously filed in connection with SLR Investment Corp.’s report on Form 10-K
filed on February 25, 2014.
(8)
Previously filed in connection with SLR Investment Corp.’s registration statement on Form N-2
Post-Effective Amendment No. 5 (File No. 333-194870)
filed on November 22, 2017.
(9)
Previously filed in connection with SLR Investment Corp.’s report on Form 10-Q
filed on August 6, 2018.
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Table of Contents
(10)
Previously filed in connection with SLR Investment Corp.’s report on Form 10-K
filed on February 20, 2020.
(11)
Previously filed in connection with SLR Senior Investment Corp.’s report on Form 10-Q
(File No. 814-00849)
filed on May 7, 2020.
(12)
Previously filed in connection with SLR Investment Corp.’s report on Form 10-K
filed on February 24, 2021.
(13)
Previously filed in connection with SLR Investment Corp.’s report on Form 8-K
filed on February 25, 2021.
(14)
Previously filed in connection with SLR Investment Corp.’s report on Form 8-K
filed on December 1, 2021.
(15)
Previously filed in connection with SLR Investment Corp.’s report on Form 8-K
filed on January 3, 2022.
(16)
Previously filed in connection with SLR Investment Corp.’s report on Form 8-K
filed on January 12, 2022.
(17)
Previously filed in connection with SLR Investment Corp.’s report on Form 10-K
filed on March 1, 2022.
(18)
Previously filed in connection with SLR Investment Corp.’s report on Form 8-K
filed on April 1, 2022.
(19)
Previously filed in connection with SLR Investment Corp.’s report on Form 8-K
filed on October 12, 2022.
(20)
Previously filed in connection with SLR Investment Corp.’s report on Form 10-K
filed on February 28, 2023.
(21)
Previously filed in connection with SLR Investment Corp.’s report on Form 8-K
filed on August 30, 2023.
*
Filed herewith.
c. Consolidated Financial Statement Schedules
Separate Financial Statements of Subsidiaries Not Consolidated:
Consolidated Financial Statements for Crystal Financial LLC’s (A Delaware Limited Liability Company) years ended December 31, 2023 and December 31, 2022 are attached as Exhibit 99.1 hereto.
Consolidated Financial Statements for NEF Holdings, LLC’s (A Delaware Limited Liability Company) years ended December 31, 2023 and December 31, 2022 are attached as Exhibit 99.2 hereto.
Consolidated Financial Statements for KBH Topco LLC’s (A Delaware Limited Liability Company) years ended December 31, 2023 and December 31, 2022 are attached as Exhibit 99.3 hereto.
Consolidated Financial Statements for Gemino Healthcare Finance, LLC and Subsidiary year ended December 31, 2023 and December 31, 2022 are attached as Exhibit 99.4 hereto.
Consolidated Financial Statements for North Mill Holdco LLC year ended December 31, 2023 and December 31, 2022 are attached as Exhibit 99.5 hereto.
Item 16.
Form 10-K
Summary
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SLR INVESTMENT CORP.
By:
/ S
/ M ICHAEL
S. G ROSS
/ S
/ B RUCE
J. S POHLER
Michael S. Gross
Co-Chief
Executive Officer, President, Chairman of the Board and Director
Date: February 27, 2024
Bruce J. Spohler
Co-Chief Executive Officer, Chief
Operating Officer and Director
Date: February 27, 2024
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacity and on the dates indicated.
Date
Signature
Title
February 27, 2024
/ S
/ M ICHAEL
S. G ROSS
Michael S. Gross
Co-Chief
Executive Officer, President, Chairman of the Board and Director (Principal Executive Officer)
February 27, 2024
/ S
/ B RUCE
J. S POHLER
Bruce J. Spohler
Co-Chief
Executive Officer, Chief Operating Officer and Director (Principal Executive Officer)
February 27, 2024
/ S
/ S TEVEN
H OCHBERG
Steven Hochberg
Director
February 27, 2024
/ S
/ D AVID
S. W ACHTER
David S. Wachter
Director
February 27, 2024
/ S
/ L EONARD
A. P OTTER
Leonard A. Potter
Director
February 27, 2024
/ S
/ A NDREA
C. R OBERTS
Andrea C. Roberts
Director
February 27, 2024
/ S
/ S HIRAZ
Y. K AJEE
Shiraz Y. Kajee
Chief Financial Officer (Principal Financial Officer)
183