| Item 15. | Exhibit and Financial Statement Schedules |
|---|
a. Documents Filed as Part of this Report
The following reports and consolidated financial statements are set forth in Item 8:
| Page |
|---|
| Management’s Report on Internal Control Over Financial Reporting | 107 |
|---|
| Report of Independent Registered Public Accounting Firm | 108 |
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| Consolidated Statements of Assets and Liabilities as of December 31, 2023 and 2022 | 111 |
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| Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021 | 112 |
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| Consolidated Statements of Changes in Net Assets for the years ended December 31, 2023, 2022 and 2021 | 113 |
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| Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021 | 114 |
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| Consolidated Schedules of Investments as of December 31, 2023 and 2022 | 115 |
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| Notes to Consolidated Financial Statements | 136 |
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b. Exhibits
The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC:
| ExhibitNumber | 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(14) |
| 3.1 | Articles of Amendment and Restatement(1) |
| 3.2 | Articles of Amendment (13) |
| 3.3 | Second Amended and Restated Bylaws(14) |
| 4.1 | Form of Common Stock Certificate(2) |
| 4.2 | Indenture, dated as of November 16, 2012, between the Registrant and U.S. Bank National Association as trustee(5) |
| 4.3 | Second Supplemental Indenture, dated November 22, 2017, relating to the 4.50% Notes due 2023, between the Registrant and U.S. Bank National Association as trustee, including the Form of 4.50% Notes due 2023(8) |
| 4.4 | Description of Securities(17) |
| 10.1 | Dividend Reinvestment Plan(1) |
| 10.2 | Form of Senior Secured Credit Agreement dated as of August 28, 2019 (as amended December 28, 2021) among SLR Investment Corp., Citibank, N.A., as Administrative Agent, the lenders party thereto, JPMorgan Chase Bank, N.A., as syndication agent, and Citibank, N.A., J.P. Morgan Securities LLC, and Sumitomo Mitsui Banking Corporation as Joint Lead Bookrunners and Joint Lead Arrangers(15) |
| 10.3 | Third Amended and Restated Investment Advisory and Management Agreement by and between the Registrant and SLR Capital Partners, LLC(9) |
| 10.4 | Form of Custodian Agreement(7) |
| 10.5 | Amended and Restated Administration Agreement by and between Registrant and SLR Capital Management, LLC(6) |
| 10.6 | Form of Indemnification Agreement by and between Registrant and each of its directors(1) |
| 10.7 | First Amended and Restated Trademark License Agreement by and between Registrant and SLR Capital Partners, LLC(13) |
| 10.8 | Form of Share Purchase Agreement by and between Registrant and SLR Capital Investors II, LLC(2) |
| 10.9 | Form of Registration Rights Agreement(3) |
| 10.10 | Form of Subscription Agreement(3) |
| 10.11 | Form of Note Purchase Agreement by and between the Registrant and the lenders party thereto(10) |
| 10.12 | Form of First Supplement to Note Purchase Agreement by and between the Registrant and the lenders party thereto(10) |
| 10.13 | Form of Second Supplement to Note Purchase Agreement by and between the Registrant and the lenders party thereto(10) |
| ExhibitNumber | Description |
| 10.14 | Form of Third Supplement to Note Purchase Agreement by and between the Registrant and the lenders party thereto(10) |
| 10.15 | Form of Fifth Supplement to Note Purchase Agreement(16) |
| 10.16 | Form of Contribution Agreement, dated as of August 26, 2011, by and between SUNS SPV LLC, as the contributee, and SLR Senior Investment Corp., as the contributor(4) |
| 10.17 | Form of Loan and Servicing Agreement, dated as of August 26, 2011 (as amended through the Eleventh Amendment dated as of August 29, 2023), by and among SUNS SPV LLC, as the borrower, SLR Investment Corp., as the servicer and the transferor, each of the conduit lenders from time to time party thereto, each of the liquidity banks from time to time party thereto, each of the lender agents from time to time party thereto, Citibank, N.A., as the administrative agent and collateral agent, and Wells Fargo Bank, N.A., as the account bank, the backup servicer and the collateral custodian (21) |
| 10.18 | Letter Agreement, dated as of April 1, 2022, between SLR Investment Corp. and SLR Capital Partners, LLC(18) |
| 10.19 | Credit Facility Assumption Agreement, dated as of April 1, 2022, by SLR Investment Corp.(18) |
| 10.20 | Assumption Agreement, dated as of April 1, 2022, made by SLR Investment Corp. for the benefit of the holders of Notes issued under the Note Purchase Agreement(18) |
| 10.21 | Note Purchase Agreement, dated as of March 31, 2020, between SLR Senior Investment Corp. and the purchasers party thereto(18) |
| 10.22 | Form of SLR Senior Lending Program LLC Amended and Restated Limited Liability Company Agreement, dated as of October 7, 2022, by and between SLR Investment Corp. and Sunstone Senior Credit L.P. (19) |
| 14.2 | Code of Business Conduct(6) |
| 19.1 | Joint Code of Ethics and Insider Trading Policy(20) |
| 21.1 | Subsidiaries of SLR Investment Corp.* |
| 23.1 | Consent of Independent Registered Public Accounting Firm* |
| 23.2 | Consent of Independent Auditor* |
| 23.3 | Consent of Independent Auditor* |
| 23.4 | Consent of Independent Auditor* |
| 23.5 | Consent of Independent Auditor* |
| 23.6 | Consent of Independent Auditor* |
| 31.1 | Certification of Co-Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.* |
| 31.2 | Certification of Co-Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.* |
| 31.3 | Certification of Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.* |
| 32.1 | Certification of Co-Chief Executive Officer pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.* |
| ExhibitNumber | Description |
| 32.2 | Certification of Co-Chief Executive Officer pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.* |
| 32.3 | Certification of Chief Financial Officer pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.* |
| 97.1 | Clawback Policy* |
| 99.1 | Crystal Financial LLC (A Delaware Limited Liability Company) Consolidated Financial Statements for the years ended December 31, 2023 and December 31, 2022* |
| 99.2 | NEF Holdings, LLC and Subsidiaries (A Limited Liability Company) Consolidated Financial Statements for the years ended December 31, 2023 and December 31, 2022* |
| 99.3 | KBH Topco, LLC (A Delaware Limited Liability Company) Consolidated Financial Statements for the years ended December 31, 2023 and December 31, 2022* |
| 99.4 | Gemino Healthcare Finance, LLC and Subsidiary Consolidated Financial Statements years ended December 31, 2023 and December 31, 2022* |
| 99.5 | North Mill Holdco LLC and Subsidiaries Consolidated Financial Report years ended December 31, 2023 and December 31, 2022* |
| 99.6 | Report of Independent Registered Public Accounting Firm on Supplemental Information* |
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document* |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document* |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document* |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document* |
| 101.SCH | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents* |
| 104 | Cover Page Interactive Data File – The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
| (1) | Previously filed in connection with SLR Investment Corp.’s registration statement on Form N-2 Pre-Effective Amendment No. 7 (File No. 333-148734) filed on January 7, 2010. |
| (2) | Previously filed in connection with SLR Investment Corp.’s registration statement on Form N-2 (File No 333-148734) filed on February 9, 2010. |
| (3) | Previously filed in connection with SLR Investment Corp.’s report on Form 8-K filed on November 29, 2010. |
| (4) | Previously filed in connection with SLR Senior Investment Corp.’s report on Form 8-K (File No. 814-00849) filed on August 31, 2011. |
| (5) | Previously filed in connection with SLR Investment Corp.’s registration statement on Form N-2 Post-Effective Amendment No. 6 (File No. 333-172968) filed on November 16, 2012. |
| (6) | Previously filed in connection with SLR Investment Corp.’s registration statement on Form N-2 Post-Effective Amendment No. 10 (File No. 333-172968) filed on November 12, 2013. |
| (8) | Previously filed in connection with SLR Investment Corp.’s registration statement on Form N-2 Post-Effective Amendment No. 5 (File No. 333-194870) filed on November 22, 2017. |
| (9) | Previously filed in connection with SLR Investment Corp.’s report on Form 10-Q filed on August 6, 2018. |
| (11) | Previously filed in connection with SLR Senior Investment Corp.’s report on Form 10-Q (File No. 814-00849) filed on May 7, 2020. |
| (13) | Previously filed in connection with SLR Investment Corp.’s report on Form 8-K filed on February 25, 2021. |
| (14) | Previously filed in connection with SLR Investment Corp.’s report on Form 8-K filed on December 1, 2021. |
| (15) | Previously filed in connection with SLR Investment Corp.’s report on Form 8-K filed on January 3, 2022. |
| (16) | Previously filed in connection with SLR Investment Corp.’s report on Form 8-K filed on January 12, 2022. |
| (18) | Previously filed in connection with SLR Investment Corp.’s report on Form 8-K filed on April 1, 2022. |
| (19) | Previously filed in connection with SLR Investment Corp.’s report on Form 8-K filed on October 12, 2022. |
| (21) | Previously filed in connection with SLR Investment Corp.’s report on Form 8-K filed on August 30, 2023. |
c. Consolidated Financial Statement Schedules
Separate Financial Statements of Subsidiaries Not Consolidated:
Consolidated Financial Statements for Crystal Financial LLC’s (A Delaware Limited Liability Company) years ended December 31, 2023 and December 31, 2022 are attached as Exhibit 99.1 hereto.
Consolidated Financial Statements for NEF Holdings, LLC’s (A Delaware Limited Liability Company) years ended December 31, 2023 and December 31, 2022 are attached as Exhibit 99.2 hereto.
Consolidated Financial Statements for KBH Topco LLC’s (A Delaware Limited Liability Company) years ended December 31, 2023 and December 31, 2022 are attached as Exhibit 99.3 hereto.
Consolidated Financial Statements for Gemino Healthcare Finance, LLC and Subsidiary year ended December 31, 2023 and December 31, 2022 are attached as Exhibit 99.4 hereto.
Consolidated Financial Statements for North Mill Holdco LLC year ended December 31, 2023 and December 31, 2022 are attached as Exhibit 99.5 hereto.
