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
![LOGO](https://capedge.com/proxy/425/0001193125-22-031808/g306360g64u74.jpg)
MERGER PROPOSED – YOUR VOTE IS IMPORTANT
Our Board of Directors unanimously recommends that you vote FOR the proposal to authorize the issuance of shares of SLR Investment Corp.’s common stock to effect the acquisition of SLR Senior Investment Corp.
Dear Fellow SLR Investment Corp. Stockholder:
We are pleased to invite you to participate in our upcoming Special Meeting of Stockholders of SLR Investment Corp. (“SLRC”), to be held virtually on March 21, 2022 at 11:00 a.m., Eastern Time at www.virtualshareholdermeeting.com/SLRC2022SM.
Please review the enclosed joint proxy statement/prospectus, which describes the proposed merger of SLR Senior Investment Corp. into SLRC, as we believe the proposed merger would offer significant benefits1 to stockholders including, among others:
| • | | 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 SLRC’s total net assets. |
| • | | 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 expense savings, including the elimination of duplicative expenses, 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 net investment income per share. |
| • | | Increases the Combined Company’s Scale and Liquidity: The combined company will have approximately $2 billion of total assets and approximately $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. |
Please vote your shares now by following the instructions below or on the enclosed proxy card.
If you have any questions, please contact your financial advisor, our proxy solicitor, Morrow Sodali at 800-607-0088, or SLRC Investor Relations at 646-308-8770.
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Sincerely Yours, | | | | |
| | |
/s/ Michael Gross | | | | /s/ Bruce Spohler |
Michael Gross | | | | Bruce Spohler |
Chairman and Co-Chief Executive Officer | | | | Co-Chief Executive Officer |
THREE WAYS TO VOTE
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![LOGO](https://capedge.com/proxy/425/0001193125-22-031808/g306360g53h64.jpg) | | ONLINE WWW.PROXYVOTE.COM Please have your proxy card in hand when accessing the website. There are easy-to-follow directions to help you complete the electronic voting instruction form. | | ![LOGO](https://capedge.com/proxy/425/0001193125-22-031808/g306360g60l01.jpg) | | PHONE Call 1-800-690-6903 24 hours a day, 7 days a week. Using a touch-tone telephone, follow the simple recorded instructions.Your control number is located on the proxy card. | | ![LOGO](https://capedge.com/proxy/425/0001193125-22-031808/g306360g57g73.jpg) | | MAIL VOTE PROCESSING Mark, sign and date your ballot and return it in the postage-paid envelope provided. |
1 | 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. |