UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~March~~April 211, 2022

SLR Senior Investment Corp.

(Exact name of registrant as specified in its charter)

Maryland	814-00849	27-4288022
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
500 Park Avenue, New York, NY		10022
(Address of Principal Executive Offices)		(Zip Code)


500 Park Avenue, New York, NY				10022
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s telephone number, including area code: (212) 993-1670

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common stock, par value $0.01 per share

SUNS

The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 52.0701 ~~Submission~~Completion of ~~Matters~~Acquisition toor aDisposition ~~Vote~~ of ~~Security Holders~~Assets.

On April 1, 2022, SLR Investment Corp., a Maryland corporation (“SLRC”), completed its previously announced acquisition of SLR Senior Investment Corp., a Maryland corporation (the “Company”), ~~held~~pursuant ~~its~~to ~~Special~~that ~~Meeting~~certain Agreement and Plan of ~~Stockholders~~Merger (the “~~Meeting~~Merger Agreement”) on, ~~March~~dated as of December 211, ~~2022~~2021, by and ~~submitted~~among ~~one~~SLRC, ~~matter~~the toCompany, Solstice Merger Sub, Inc., a Maryland corporation and wholly-owned subsidiary of SLRC (“Merger Sub”), and, solely for the ~~vote~~limited purposes set forth therein, SLR Capital Partners, LLC, a Delaware limited liability company and investment adviser to each of SLRC and the Company. ~~stockholders~~Pursuant to the Merger Agreement, Merger Sub was first merged with and into the Company, with the Company as the surviving corporation (the “Initial Merger”), and, immediately following the Initial Merger, the Company was then merged with and into SLRC, with SLRC as the surviving company (together with the Initial Merger, the “Merger”). A ~~summary~~As a result of, and as of the ~~matter~~effective ~~voted~~time ~~upon~~of, bythe ~~stockholders~~Merger, isthe ~~set~~Company’s ~~forth~~separate ~~below~~existence ceased.

1.In ~~Stockholders~~accordance ~~approved~~with the ~~merger~~terms of the ~~Company~~Merger ~~and~~Agreement, ~~Solstice~~at ~~Merger~~the ~~Sub,~~effective ~~Inc.~~time of the Merger, aeach ~~Maryland~~outstanding ~~corporation~~share ~~(“Merger~~of ~~Sub”),~~the aCompany’s ~~Maryland~~common ~~corporation~~stock ~~and~~was aconverted ~~wholly~~into ~~owned~~the ~~subsidiary~~right ofto ~~SLR~~receive ~~Investment Corp~~0.7796 (“shares of SLRC~~”),~~’s ~~pursuant~~common tostock (with the ~~Agreement~~Company’s ~~and~~stockholders ~~Plan~~receiving ofcash ~~Merger,~~in ~~dated~~lieu as of ~~December 1,~~fractional ~~2021~~shares ~~(the~~of ~~“Merger~~SLRC’s ~~Agreement”~~common stock),. byAs ~~and~~a ~~among~~result ~~SLRC,~~of the ~~Company~~Merger, ~~Merger~~SLRC ~~Sub~~issued ~~and,~~an ~~for~~aggregate ~~the limited~~of ~~purposes~~approximately ~~set~~12.5 million ~~forth~~shares ~~therein,~~of ~~SLR~~its ~~Capital~~common ~~Partners,~~stock ~~LLC,~~to aformer ~~Delaware~~stockholders ~~limited~~of ~~liability~~the ~~company~~Company ~~and~~prior ~~investment adviser~~ to ~~SLRC~~any ~~and~~adjustment ~~the~~for ~~Company, and~~ the ~~other~~former ~~transactions~~stockholders ~~contemplated~~of by the ~~Merger~~Company ~~Agreement,~~receiving ~~based~~cash onin ~~the~~lieu ~~following~~of ~~votes:~~fractional shares.

Votes For		Votes Against		Abstain
9,143,411		516,759		96,938

The foregoing description of the Merger Agreement is a summary only and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was filed by the Company as Exhibit 2.1 to its Current Report on Form 8-K filed on December 1, 2021.

Item 73.01. ~~Regulation~~Notice FDof ~~Disclosure~~Delisting or Failure to Satisfy a Continued Listing Rule; Transfer of Listing.

OnIn ~~March~~connection with the closing of the transactions contemplated by the Merger Agreement, on April 211, 2022, the Company notified the Nasdaq Stock Market LLC (“Nasdaq”) of the consummation of Merger and ~~SLRC~~requested ~~issued~~that Nasdaq file with the U.S. Securities and Exchange Commission a ~~joint~~Form ~~press~~25 ~~release~~Notification ~~announcing,~~of ~~among~~Removal ~~other~~of ~~things,~~Listing and/or Registration to delist the ~~voting~~shares ~~results~~of the atCompany’s common stock under Section 12(b) of the ~~Meeting~~Securities Exchange Act of 1934, as amended. ATrading ~~copy~~of shares of the ~~press~~ ~~release~~Company’s iscommon ~~furnished~~stock ~~herewith~~on asNasdaq ~~Exhibit~~was 99halted after the close of trading on March 31, 2022.1 The information contained in Item 2.01 is incorporated herein by reference.

~~The information in~~ Item 73.0103 ~~and~~Material ~~Exhibit~~Modification ~~99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject~~ to ~~the~~Rights ~~liabilities~~ of ~~that~~Security section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filingHolders.

~~Forward-Looking~~The ~~Statements~~information required by Item 3.03 is contained in Item 2.01 and is incorporated herein by reference.

~~Some~~Item of the statements in this current report on Form 8-K (the “Report”) constitute forward-looking statements because they relate to future events, future performance or financial condition or the Merger5.01 ~~The~~Changes forward-looking statements may include statements as to: future operating results of the Company and SLRC and distribution projections; business prospects of the Company and SLRC and the prospects of their portfolio companies; and the impact of the investments that the Company 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~~Control Report 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 Merger closing; (ii) the expected synergies and savings associated with the Merger; (iii) the ability to realize the anticipated benefits of the Merger, including the expected elimination of certain expenses and costs due to the Merger; (iv) the possibility that competing offers or acquisition proposals will be made; (v) the possibility that any or all of the various conditions to the consummation of the Merger may not be satisfied or waived; (vi) risks related to diverting management’s attention from ongoing business operations; (vii) the risk that stockholder litigation in connection with the Merger may result in significant costs of defense and liability; (viii) changes in the economy, financial markets and political environment; (ix) risks associated with possible disruption in the operations of the Company and SLRC or the economy generally due to terrorism, natural disasters or the COVID-19 pandemic; (x) future changes in laws or regulations (including the interpretation of these laws and regulations by regulatory authorities); (xi) conditions in the Company’s and SLRC’s operating areas, particularly with respect to business development companies or regulated investment companies; (xii) general considerations associated with the COVID-19 pandemic; and (xiii) other considerations that may be disclosed from time to time in the Company’s and SLRC’s publicly disseminated documents and filingsRegistrant. The Company and SLRC have based the forward-looking statements included in this Report on information available to it on the date of this Report, and the Company and SLRC assume no obligation to update any such forward-looking statements. Although the Company 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 it may make directly to you or through reports that the Company and SLRC in the future may file with the Securities and Exchange Commission (the “SEC”), including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

~~Additional~~As ~~Information~~a result of the Merger, a change in control of the Company occurred. The information required by Item 5.01 is contained in Item 2.01 and ~~Where~~is incorporated toherein ~~Find~~by Itreference.

~~This~~Item ~~Report relates to the proposed Merger of the Company and SLRC~~5.02 InDeparture ~~connection with the proposed Merger, each~~ of ~~the~~Directors Company and SLRC has filed relevant materials with the SEC, including a registration statement on Form N-14, which includes a joint proxy statement of the Company and SLRC and a prospectus of SLRC (the “Joint Proxy Statement”). This Report does not constitute an offer to sell or ~~the~~Certain ~~solicitation~~Officers; ofElection ~~an offer to buy any securities or a solicitation~~ of ~~any~~Directors; ~~vote~~Appointment ~~or approval. No offer~~ of ~~securities~~Certain ~~shall~~Officers; beCompensatory ~~made~~Arrangements ~~except by means~~ of aCertain ~~prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended~~Officers. STOCKHOLDERS OF THE COMPANY AND SLRC ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE JOINT PROXY STATEMENT, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, SLRC, THE MERGERS AND RELATED MATTERS. Investors and security holders are able to obtain the documents filed with the SEC free of charge at the SEC’s website, http://www.sec.gov or, for documents filed by the Company, from the Company’s website at www.slrseniorinvestmentcorp.com and, for documents filed by SLRC, from SLRC’s website at www.slrinvestmentcorp.com.

~~Item~~Pursuant ~~9.01~~to ~~Financial~~the ~~Statements~~terms of the Merger Agreement, as of the effective time of the Merger, (i) each of the named executive officers and ~~Exhibits~~directors of the Company ceased to be named executive officers and directors of the Company and (ii) the director and officers of Merger Sub as of immediately prior to the effective time of the Merger became the directors and officers of the Company.

~~(a)~~Item ~~Not~~7.01. ~~applicable~~Regulation FD Disclosure.

~~(b)~~On ~~Not~~April 1, ~~applicable~~2022, SLRC issued a press release announcing, among other things, the completion of the Merger. A copy of this press release is attached hereto as Exhibit 99.1.

The information disclosed under this Item 7.01 is being “furnished” and is not deemed “filed” by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (cthe “Exchange Act”), ~~Not~~or ~~applicable~~otherwise subject to the liabilities of that Section, nor is it deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

~~(d)~~Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
99.1		Joint press release of SLR Investment Corp. and SLR Senior Investment Corp., dated March 21, 2022

(d) Exhibits.

SIGNATURES


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 (Incorporated by reference to Exhibit 2.1 filed with SLR Senior Investment Corp.’s Current Report on Form 8-K (File No. 814-00849) on December 1, 2021)

99.1		Press release of SLR Investment Corp. dated April 1, 2022

~~Pursuant~~SIGNATURES ~~to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SLR Senior Investment Corp.

Date: March 21, 2022

/s/ Richard L. Peteka

Richard L. Peteka

Filing Compare · SLR Senior Investment Corp.