SLR Investment Corp. (SLRC) and SLR Senior Investment Corp. (SUNS) entered into an agreement to merge together, with SLRC as the surviving company, subject to stockholder approval and customary closing conditions. The boards of directors of both SLRC and SUNS, on the recommendation of their special committees consisting only of independent directors, unanimously approved the transaction.
Under the terms of the proposed merger, SUNS shareholders will receive an amount of SLRC shares with a net asset value (NAV) equal to the NAV of SUNS shares they hold at the time of closing. The exchange ratio will be determined within 48 hours prior to the closing such that shares issued by SLRC to SUNS shareholders will result in an ownership split of the combined company based on the respective NAVs of each of SLRC and SUNS. For illustrative purposes, based on NAVs as of Sept. 30 and including expected transaction costs and distributions, SLRC would issue approximately 0.7763 shares for each SUNS share outstanding, resulting in approximate pro forma ownership of 77.2% for current SLRC stockholders and 22.8% for current SUNS stockholders.
SLR Capital Partners will continue to serve as the investment adviser of the combined company and all current SLRC officers and directors will remain in their current positions. Effective upon closing of the merger, SLR Capital Partners voluntarily agreed to a 25-basis points reduction of the base management fee, resulting in a base management fee of 1.5% on gross assets up to 200% of SLRC’s total net assets as of the immediately preceding quarter end. SLRC will retain the contractual annual base management fee payable by SLRC of 1% on gross assets that exceed 200% of SLRC’s total net assets as of the immediately preceding quarter end.
The combined company will trade under the ticker symbol “SLRC” on the Nasdaq Global Select Market and currently expects to continue to pay a quarterly distribution of $0.41 per share to the combined company’s shareholders. However, there can be no assurance the combined company will pay quarterly distributions at this amount or in any amount, and all future distributions will be subject to the approval of the combined company’s board of directors.
“Our announcement represents an important step to further drive value for the shareholders of SLRC and SUNS,” Michael Gross, co-CEO of SLRC and SUNS, said. “We look forward to leveraging the benefits provided by the larger combined company, which will operate with greater scale, portfolio diversity and financial flexibility.”
“We believe the proposed merger of SUNS into SLRC will provide several immediate and long-term benefits to shareholders of both companies and will position us to continue to deliver strong risk-adjusted returns and investment performance for both groups of shareholders,” Bruce Spohler, co-CEO of SLRC and SUNS, said.
Key Transaction Highlights
The merger is expected to be accretive to the net investment income of the combined company, reflecting anticipated operational synergies through the elimination of duplicative expenses, the 25 basis points voluntary reduction of SLRC’s base management fee described above and interest expense savings resulting from more efficient debt financing.
The larger market capitalization following completion of the merger may result in greater secondary market trading liquidity and broader equity research coverage. The merger brings SLRC’s and SUNS’s niche commercial finance investment strategies into one entity.
Based on data as of Sept. 30, the combined company would have more than $2 billion of assets invested in more than 125 portfolio companies. In addition, the combined investment portfolio would have been composed of approximately 65% senior secured loans and approximately 35% equity of which more than 98% is invested in commercial finance companies which lend and/or lease on a senior secured first lien basis. Investments on non-accrual would have been at 1.5% of the combined portfolio at fair value.
Prior to the anticipated closing of the merger in the first half of 2022, the SLRC board of directors intends to declare its ordinary course $0.41 quarterly distribution for the first fiscal quarter of 2022. Also prior to the closing, the SUNS board of directors intends to declare and pay its ordinary course monthly distributions of $0.10 per month for the first fiscal quarter of 2022, including the March 2022 distribution, which will be declared and paid just prior to the anticipated closing of the transaction.
SLRC anticipates SLRC’s quarterly distribution will remain at $0.41 per share post-closing, which translates to a distribution increase for SUNS shareholders of approximately 6% based on the illustrative conversion rate at Sept. 30. However, there can be no assurance that the combined company will pay quarterly distributions at this amount or in any amount, and all future distributions will be subject to the approval of the combined company’s board of directors.
The transaction, which is intended to be treated as a tax-free reorganization, is subject to various approvals by SLRC and SUNS stockholders and other customary closing conditions. Assuming these conditions are satisfied, the transaction is expected to close in the first half of 2022.
Keefe, Bruyette & Woods is serving as financial advisor and Blank Rome is serving as legal counsel to the special committee of SLRC. Houlihan Lokey Capital is serving as financial advisor and Dechert is serving as legal counsel to the special committee of SUNS. Katten Muchin Rosenman is serving as legal counsel to SLRC, SUNS and SLR Capital Partners.
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