Filed by SLR Investment Corp.
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed under Rule 14a-12 of the Securities
Exchange Act of 1934
Subject Company: SLR Senior Investment Corp.
Commission File No. 814-00849
February 15, 2022
Dear
SLR Investment Corp. Stockholder:
We recently sent you proxy materials in connection with the SLR Investment Corp. Special Meeting of Stockholders that
will be held virtually on March 21, 2022.
SLR Investment Corp. (the Company or SLRC) needs your vote to approve the issuance
of shares of the Companys common stock to effect the acquisition of SLR Senior Investment Corp. (SUNS). Our Board of Directors unanimously recommends that you vote FOR the proposal.
We believe the transaction with SUNS makes strategic sense for the Company and will create long term value and growth opportunities1 for SLRC stockholders, including:
REDUCED MANAGEMENT FEE
Upon closing, SLR Capital Partners, LLC (SLR) has voluntarily agreed to a permanent 25 basis point reduction of the annual base management fee
payable by SLRC to SLR from 1.75% to 1.5% on gross assets while continuing with the contractual stepdown of the base management fee to 1.00% on gross assets that exceed 200% of SLRCs total net assets.
INCREASES THE COMBINED COMPANYS SCALE AND LIQUIDITY
The combined company will have approximately $2 billion of total assets and $1 billion of net assets, with a larger market capitalization that is
expected to provide greater trading liquidity, garner additional institutional investor interest and research coverage, and enhance access to equity and debt markets.
ACCRETIVE TO NET INVESTMENT INCOME (NII)
Over the short term, the merger is expected to be accretive to NII primarily by the reduction of the base management fee paid by SLRC. Over the long term, a
combination of expected cost savings, reduced base management fees and interest savings resulting from more efficient debt financing, are expected to drive net investment income growth. Importantly, it is anticipated that the larger scale and
capital base should allow the combined company to grow NII faster than either SLRC or SUNS would be able to achieve on a standalone basis and to potentially generate higher NII per share.
Additional details about the merger can be found by going to www.proxyvote.com and typing in the control number that is provided on the enclosed voting
card. Once in the site, you will also be able to vote on the proposal and submit your proxy online.
Your vote is
critical, no matter how many shares you own. We encourage you to support the merger by voting FOR the issuance of common stock to complete the transaction.
Thank you for your support,
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/s/ Michael Gross
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/s/ Bruce Spohler
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Michael Gross
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Bruce Spohler
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Chairman and Co-Chief Executive Officer
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Co-Chief Executive Officer
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Please take a moment now to cast your vote, either by Internet, telephone or mail. If you have any questions about the SLRC
Special Meeting, or need assistance voting your shares, please contact Morrow Sodali LLC, the Companys proxy solicitor at SLRC.info@investor.morrowsodali.com or call (800) 607-0088.
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Please refer to the accompanying joint proxy statement/prospectus for a more detailed discussion of all
benefits, potential risks and expenses relating to the proposed merger.
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