SLR Investment Corp. · NASDAQ:SLRC
SLR Investment — Merger or Acquisition (December 2021)
18 slides from SLR Investment's merger presentation, Dec 2, 2021
Slide 1: Merger of SLRC and SUNS
MERGER OF SLRC AND SUNS DECEMBER 2, 2021
Slide 2: Disclaimer
DISCLAIMER Forward-Looking Statements Some of the statements in this presentation constitute forward-looking statements because they relate to future events, future performance or financial condition or the two-step merger (the “Mergers”) of SLR Senior Investment Corp. (“SUNS”) with and into SLR Inv
Slide 3: Disclaimer (Continued)
DISCLAIMER (CONTINUED) Additional Information and Where to Find It In connection with the Mergers, SLRC and SUNS plan to file with the SEC and mail to their respective stockholders a joint proxy statement on Schedule 14A (the “Joint Proxy Statement”), and SLRC plans to file with the SEC a registrati
Slide 4: Key Transaction Benefits
KEY TRANSACTION BENEFITS SLR Investment Corp. (SLRC) SLR Senior Investment Corp. (SUNS) Expected to be accretive to net investment Expected to be accretive to net investment income income Increased efficiency for financing investments Ability to further diversify portfolio Acquisition of a
Slide 5: Transaction Summary
TRANSACTION SUMMARY Merger • Ensure equal treatment of shareholders with NAV-for-NAV merger Consideration • Combined company will continue to trade under the ticker symbol “SLRC” on the Nasdaq Global Select Market • $2.0 billion Fair Market Value (“FMV”) portfolio, $1.1 billion of net assets • Inves
Slide 6: Strategic Rationale
STRATEGIC RATIONALE INCREASED SCALE AND LIQUIDITY • Combined company will have approximately $2.0 billion fair market value portfolio and approximately $1.1 billion of net assets1 • Larger market capitalization may lead to broader equity research coverage • Potential for greater trading liquidity, p
Slide 7: SLRC 9/30/2021 Highlights
SLRC 9/30/2021 HIGHLIGHTS PORTFOLIO AS OF 9/30/2021 Business Description: SLRC invests directly and indirectly in Total Investments (FMV) / # Companies $1.6B / 106 leveraged middle-market companies primarily in the form of senior % Senior Secured / % First Lien secured loans, stretch first lien loan
Slide 8: SUNS 9/30/2021 Highlights
SUNS 9/30/2021 HIGHLIGHTS PORTFOLIO AS OF 9/30/2021 Business Description: SUNS invests directly and indirectly in senior Total Investments (FMV) / # Companies $389.0M / 51 secured loans, including first lien and to a much lesser extent second lien debt instruments, made primarily to leveraged privat
Slide 9: Enhanced Diversification via Seamless Portfolio Integration
ENHANCED DIVERSIFICATION VIA SEAMLESS PORTFOLIO INTEGRATION PORTFOLIO CHARACTERISTICS (9/30/2021) SLRC SUNS Combined Investments at Fair Value (Balance Sheet) $1.6B $389M $2.0B Number of Portfolio Companies 106 51 >125 % Performing (FMV) 98.7% 97.5% 98.5% # Commercial Finance Subsidiaries / Total Fa
Slide 10: Combined Company Will Continue to Evaluate Commercial Finance Opportunities
THE COMBINED COMPANY WILL CONTINUE TO EVALUATE COMMERCIAL FINANCE OPPORTUNITIES Since their respective IPOs, SLRC and SUNS have made several investments in the equity of commercial finance companies for the purpose of generating long-term capital gains and income SLR Credit Solutions Acquired SLR He
Slide 11: Potential Benefits from Larger Combined Market Capitalization
POTENTIAL BENEFITS FROM LARGER COMBINED MARKET CAPITALIZATION • Due to SUNS’s smaller market capitalization and limited market liquidity, SUNS has fewer institutional shareholders compared to SLRC • We expect the increased size of SLRC will lead to enhanced trading liquidity for the combined company
Slide 12: Greater Access to Debt Capital Markets
GREATER ACCESS TO DEBT CAPITAL MARKETS Capital Structure Overview: • Larger scale may improve access to lower cost sources of debt capital • Combined company will benefit from SLRC’s greater access to the unsecured debt markets and will focus on optimizing its funding profile as it seeks to reach th
Slide 13: Anticipated to Be Accretive to Net Investment Income
ANTICIPATED TO BE ACCRETIVE TO NET INVESTMENT INCOME The transaction is expected to be accretive to Estimated Annual Operating Synergies1: Net Investment Income to both SLRC and SUNS (Reflects Administration Fees and Other G&A Expenses) stockholders through: ($ in Thousands) $14,000 • Operational sy
Slide 14: Conclusion
CONCLUSION Increased Market Capitalization and Secondary Market Liquidity Expected to be Accretive to Net Investment Income Enhanced Diversification via Seamless Portfolio Integration Expanded Opportunity Set for Commercial Finance Investments Greater Access to Debt Capital Markets 14
Slide 15: Anticipated Transaction Timeline
ANTICIPATED TRANSACTION TIMELINE Transaction Anticipated SLRC registration Stockholder announcement statement declared effective meetings December December January February March March 2021 2021 2022 2022 2022 2022 File preliminary joint Proxy solicitation Targeted proxy statement and begins closing
Slide 16: Appendix
APPENDIX 16
Slide 17: Total Merger Consideration
TOTAL MERGER CONSIDERATION Merger Consideration Highlights: Total merger consideration will be based on the net asset values of SLRC and SUNS SLRC to acquire 100% of SUNS in a stock-for-stock transaction, with shares to be exchanged on a NAV-for-NAV basis Merger will result in an ownership split
Slide 18: Investor Relations Contact Information
INVESTOR RELATIONS CONTACT INFORMATION: P: (212) 993-1670 E: INFO@SLRCP.COM FOR MORE INFORMATION: https://www.slrcapitalpartners.com/
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