Item 8.01. Other Events.
On December 1, 2021, SLR Investment Corp., a Maryland corporation (the Company), entered into an Agreement and Plan of Merger (the
Merger Agreement) with SLR Senior Investment Corp., a Maryland corporation (SUNS), Solstice Merger Sub, Inc., a Maryland corporation and wholly owned subsidiary of the Company (Merger Sub), and SLR Capital
Partners, LLC, a Delaware limited liability company and investment adviser to each of the Company and SUNS (the SLR Capital Partners). The Merger Agreement provides that, subject to the conditions set forth in the Merger Agreement,
Merger Sub will merge with and into SUNS, with SUNS continuing as the surviving company and as a wholly-owned subsidiary of the Company (the Merger), and, immediately thereafter, SUNS will merge with and into the Company, with the
Company continuing as the surviving company (together with the Merger, the Mergers).
On January 17, 2022, a stockholder complaint was
filed in the United States District Court for the Eastern District of New York, against the Company and the members of the Companys Board of Directors (the SLRC Board), entitled Gates v. SLR Investment Corp., et al., No. 1:22-cv-00261 (the Gates Complaint). On January 21, 2022, a stockholder complaint was filed in the United States District Court for the Southern District of
New York, against the Company and the members of the SLRC Board, entitled Shumacher v. SLR Investment Corp., et al., No. 1:22-cv-00576 (the Shumacher
Complaint). On January 31, 2022, two putative class action stockholder complaints were filed in the Circuit Court for Baltimore City, Maryland against SUNS and the members of the Board of Directors of SUNS (the SUNS Board),
captioned respectively Neal v. Gross, et al., No. 24-C-22-000557 (Md. Cir. Ct. Baltimore City) (the Neal
Complaint), and Tobin v. Gross, et al., 24-C-22-000558 (Md. Cir. Ct. Baltimore City) (the Tobin
Complaint). On February 8, 2022, a stockholder complaint was filed in the United States District Court for the Southern District of New York, against SUNS and the members of the SUNS Board, entitled Kershner v. SLR Senior Investment
Corp., et al., No. 1:22-cv-01096 (the Kershner Complaint). On February 21, 2022, a stockholder complaint was filed in the United States District
Court for the Southern District of New York, against SUNS and the members of the SUNS Board, entitled Sharp v. SLR Senior Investment Corp., et al., No.
1:22-cv-01418 (the Sharp Complaint). On February 22, 2022, a stockholder complaint was filed in the United States District Court for the Southern
District of New York, against SUNS, the members of the SUNS Board, the Company, and SLR Capital Partners, entitled Ciccotelli v. SLR Senior Investment Corp., et al., No.
1:22-cv-01454 (the Ciccotelli Complaint). On February 22, 2022, a stockholder complaint was filed in the United States District Court for the Eastern
District of Pennsylvania, against SUNS and the members of the SUNS Board entitled Justice v. SLR Senior Investment Corp., et al., No. 2:22-cv-00673 (the
Justice Complaint and together with the Gates Complaint, the Shumacher Complaint, the Neal Complaint, the Tobin Complaint, the Kershner Complaint, the Sharp Complaint, and the Ciccotelli Complaint, the Merger Complaints).
The Merger Complaints seek, among other things, supplemental disclosures be made to the joint definitive proxy statement/prospectus initially filed on
December 16, 2021 (the Proxy Statement) to address the alleged materially misleading and incomplete disclosures and to enjoin the closing of the Merger.
The Company, SUNS, the SLRC Board and the SUNS Board believe that the Company and SUNS have previously disclosed all information required to be disclosed to
ensure that their respective stockholders can make an informed vote at the Special Meeting (as defined below) and that the additional disclosures requested by the plaintiffs are immaterial. Accordingly, the Company, SUNS, the SLRC Board and the SUNS
Board believe these claims are without merit. However, in order to reduce the costs, risks and uncertainties inherent in litigation, to reduce the risk of any potential delay of the consummation of the Mergers, the Company has determined to
voluntarily supplement the Proxy Statement as described in this Current Report on Form 8-K (the Report). Nothing in this Report shall be deemed an admission of the legal necessity or materiality
under applicable laws of any of the disclosures set forth herein. To the contrary, the Company, the SLRC Board, SUNS and the SUNS Board specifically deny all allegations in the Merger Complaints that any additional disclosure was or is required.
The SLRC Board, including all of the independent directors, continues to unanimously recommend that the Companys stockholders entitled to vote
at the Special Meeting vote FOR the Merger Stock Issuance Proposal (as defined in the Proxy Statement).