Item 1.01. Entry into a Material Definitive Agreement.
Agreement and Plan of Merger
On
Merger Consideration
At the Effective Time, each share of common stock, par value
As of 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 SUNS and SLRC will deliver to the other a calculation of its net asset value ("NAV") as of such date (such calculation with respect to SUNS, the "Closing SUNS Net Asset Value" and such calculation with respect to SLRC, the "Closing SLRC Net Asset Value"), in each case using a pre-agreed set of assumptions, methodologies and adjustments. Based on such calculations, the parties will calculate the "SUNS Per Share NAV", which will be equal to (i) the Closing SUNS Net Asset Value divided by (ii) the number of shares of SUNS Common Stock issued and outstanding as of the Determination Date (excluding any Cancelled Shares), and the "SLRC Per Share NAV", which will be equal to (A) the Closing SLRC Net Asset Value divided by (B) the number of shares of SLRC Common Stock issued and outstanding as of the Determination Date. 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.
SUNS and SLRC will update and redeliver the Closing SUNS Net Asset Value or the Closing SLRC Net Asset Value, respectively, in the event of a 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.
Representations, Warranties and Covenants
The Merger Agreement contains customary representations and warranties by each of SUNS, SLRC and SCP. The Merger Agreement also contains customary covenants, including, among others, covenants relating to the operation of each of SUNS's and SLRC's businesses during the period prior to the closing of the Mergers. SUNS and SLRC have agreed to convene and hold stockholder meetings for the purpose of obtaining the approvals required of SUNS's and SLRC's stockholders, respectively, and have agreed to recommend that the stockholders approve the applicable proposals.
The Merger Agreement provides that each of SUNS and SLRC may not solicit proposals relating to alternative transactions, or, subject to certain exceptions, enter into discussions or negotiations or provide information in connection with any proposal for an alternative transaction. However, the SUNS board of directors (the "Board") may, subject to certain conditions and in some instances payment by the party submitting the superior proposal of a
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termination fee of approximately
Conditions to the Mergers
Consummation of the Mergers, which is currently anticipated to occur during the first half of calendar year 2022, is subject to certain closing conditions, including (1) requisite approvals of SUNS's and SLRC's stockholders, (2) authorization of the shares of SLRC common stock to be issued as consideration in the Mergers for listing on the Nasdaq Global Select Market, (3) effectiveness of the registration statement for the SLRC common stock to be issued as consideration in the Mergers, (4) the absence of certain legal impediments to the consummation of the Mergers, (5) required regulatory approvals (including expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended), (6) the absence of certain governmental impediments to the consummation of the Mergers, (7) determinations of closing SLRC Net Asset Value and the closing SUNS Net Asset Value in accordance with the terms of the Merger Agreement, (8) the effectuation of the SLRC base management fee reduction, as discussed further below, and (9) subject to certain exceptions, the accuracy of the representations and warranties and compliance with the covenants of each party . . .
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
The foregoing description of the Bylaws, as set forth in this Item 5.03, is a summary only and is qualified in all respects by the provisions of the Bylaws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On
On
The information disclosed under this Item 7.01, including Exhibits 99.1 and 99.2 hereto, is being "furnished" and is not deemed "filed" by SUNS for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor is it deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Forward-Looking Statements
Some of the statements in this document constitute forward-looking statements because they relate to future events, future performance or financial condition or the Mergers. The forward-looking statements may include statements as to: future operating results of SUNS and SLRC and distribution projections; business prospects of SUNS and SLRC and the prospects of their portfolio companies; and the impact of the investments that SUNS and SLRC expect to make. In addition, words such as "anticipate," "believe," "expect," "seek," "plan," "should," "estimate," "project" and "intend" indicate forward-looking statements, although not all forward-looking statements include these words. The forward-looking statements contained in this document involve risks and uncertainties. Certain factors could cause actual results and conditions to differ materially from those projected, including the uncertainties associated with (i) the timing or likelihood of the Mergers closing; (ii) the expected synergies and savings associated with the Mergers; (iii) the ability to realize the anticipated benefits of the Mergers, including the expected elimination of certain expenses and costs due to the Mergers; (iv) the percentage of SUNS and SLRC stockholders voting in favor of the proposals submitted for their approval; (v) the possibility that competing offers or acquisition proposals will be made; (vi) the possibility that any or all of the various conditions to the consummation of the Mergers may not be
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satisfied or waived; (vii) risks related to diverting management's attention
from ongoing business operations; (viii) the risk that stockholder litigation in
connection with the Mergers may result in significant costs of defense and
liability; (ix) changes in the economy, financial markets and political
environment; (x) risks associated with possible disruption in the operations of
SUNS and SLRC or the economy generally due to terrorism, natural disasters or
the COVID-19 pandemic; (xi) future changes in laws or regulations (including the
interpretation of these laws and regulations by regulatory authorities); (xii)
conditions in SUNS's and SLRC's operating areas, particularly with respect to
business development companies or regulated investment companies; (xiii) general
considerations associated with the COVID-19 pandemic; and (xiv) other
considerations that may be disclosed from time to time in SUNS's and SLRC's
publicly disseminated documents and filings. SUNS and SLRC have based the
forward-looking statements included in this document on information available to
them on the date hereof, and they assume no obligation to update any such
forward-looking statements. Although SUNS and SLRC undertake no obligation to
revise or update any forward-looking statements, whether as a result of new
information, future events or otherwise, you are advised to consult any
additional disclosures that they may make directly to you or through reports
that SUNS and SLRC in the future may file with the
Additional Information and Where to Find It
In connection with the Mergers, SUNS and SLRC plan to file with the
Participants in the Solicitation
SUNS, its directors, certain of its executive officers and certain employees and
officers of SCP and its affiliates may be deemed to be participants in the
solicitation of proxies in connection with the Mergers. Information about the
directors and executive officers of SUNS is set forth in its proxy statement for
its 2021 Annual Meeting of Stockholders, which was filed with the
No Offer or Solicitation
This current report on Form 8-K is not, and under no circumstances is it to be construed as, a prospectus or an advertisement and the communication of this Current Report is not, and under no circumstances is it to be construed as, an offer to sell or a solicitation of an offer to purchase any securities in SUNS, SLRC or in any fund or other investment vehicle managed by SCP or any of its affiliates.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
2.1 Agreement and Plan of Merger among SLR Investment Corp.,SLR Senior Investment Corp. ,Solstice Merger Sub, Inc. andSLR Capital Partners, LLC (for the limited purposes set forth therein), dated as ofDecember 1, 2021 . 3.1 Second Amended and Restated Bylaws ofSLR Senior Investment Corp. 99.1 Joint press release ofSLR Senior Investment Corp. and SLR Investment Corp., dated as ofDecember 1, 2021 . 99.2 Joint investor presentation of SLR Investment Corp. andSLR Senior Investment Corp. , dated as ofDecember 1, 2021 .
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