SEC Filing | SLR Investment Corp.

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10-K

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM

10-K

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2022

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM

COMMISSION FILE NUMBER:

814-00754

SLR INVESTMENT CORP.

(Exact name of registrant as specified in its charter)


Maryland		26-1381340
(State of Incorporation)		(I.R.S. Employer Identification Number)
500 Park Avenue New York, N.Y.		10022
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:

(212) 993-1670

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


Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share	SLRC	The NASDAQ Global Select Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes

☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐

☒

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes

☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes

☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule

12b-2

of the Exchange Act.

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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes

☒

No ☐

If securities are registered pursuant to Section 12(b) of the Exchange Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to

§240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Act) Yes ☐ No

☒

The aggregate market value of common stock held by

non-affiliates

of the Registrant on June 30, 2022 based on the closing price on that date of $14.63 on the NASDAQ Global Select Market was approximately $741.8 million. For the purposes of calculating this amount only, all directors and executive officers of the Registrant have been treated as affiliates. There were 54,554,634 shares of the Registrant’s common stock outstanding as of February 24, 2023.


Auditor Firm Id: 185		Auditor Name: KPMG LLP		Auditor Location: New York, NY

Table of Contents

SLR INVESTMENT CORP.

FORM

10-K

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2022

TABLE OF CONTENTS


		Page

	PART I

Item 1.	Business		1

Item 1A.	Risk Factors		24

Item 1B.	Unresolved Staff Comments		55

Item 2.	Properties		55

Item 3.	Legal Proceedings		55

Item 4.	Mine Safety Disclosures		55

	PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		56

Item 6.	Reserved		61

Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		62

Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		83

Item 8.	Financial Statements and Supplementary Data		84

Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure		125

Item 9A.	Controls and Procedures		125

Item 9B.	Other Information		125

Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections		125

	PART III

Item 10.	Directors, Executive Officers and Corporate Governance		126

Item 11.	Executive Compensation		131

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		132

Item 13.	Certain Relationships and Related Transactions, and Director Independence		134

Item 14.	Principal Accountant Fees and Services		136

	PART IV

Item 15.	Exhibit and Financial Statement Schedules		138

Item 16.	Form 10-K Summary		142

	Signatures		143

Table of Contents

PART I

Item 1.

Business

SLR Investment Corp. (the “Company”, “SLRC”, “we” or “our”), a Maryland corporation formed in November 2007, is a

closed-end,

externally managed,

non-diversified

management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). Furthermore, as the Company is an investment company, it continues to apply the guidance in FASB Accounting Standards Codification (“ASC”) Topic 946. In addition, for U.S. federal income tax purposes, the Company has elected to be treated, and intends to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).

In February 2010, we completed our initial public offering and a concurrent private offering of shares to our senior management team.

We invest primarily in privately held U.S. middle-market companies, where we believe the supply of primary capital is limited and the investment opportunities are most attractive. Our investment objective is to generate both current income and capital appreciation through debt and equity investments. We invest primarily in leveraged middle-market companies in the form of senior secured loans, financing leases and to a lesser extent, unsecured loans and equity securities. We define “middle market” to refer to companies with annual revenues typically between $50 million and $1 billion. From time to time, we may also invest directly in the debt and equity of public companies that are thinly traded and such investments will not be limited to any minimum or maximum market capitalization. In addition, we may invest in foreign markets, including emerging markets. Our business is focused primarily on the direct origination of investments through portfolio companies or their financial sponsors. Our investments generally range between $5 million and $100 million each, although we expect that this investment size will vary proportionately with the size of our capital base and/or with strategic initiatives.

In addition, we may invest a portion of our portfolio in other types of investments, which we refer to as opportunistic investments, which are not our primary focus but are intended to enhance our overall returns. These investments may include, but are not limited to, direct investments in public companies that are not thinly traded and securities of leveraged companies located in select countries outside of the United States. The securities that we invest in are typically rated below investment grade. Securities rated below investment grade are often referred to as “leveraged loans,” “high yield” or “junk” securities, and may be considered “high risk” compared to debt instruments that are rated investment grade. In addition, some of our debt investments will not fully amortize during their lifetime, which means that a borrower may be unable to payoff its debt due to bankruptcy or other reasons and therefore we may

write-off

such debt investment prior to its scheduled maturity. Upon such an occurrence, we may realize a loss or a substantial amount of unpaid principal and interest due upon maturity.

Our investment activities are managed by SLR Capital Partners, LLC (“SLR Capital Partners” or the “Investment Adviser”) and supervised by our board of directors (the “Board” or “board of directors”), a majority of whom are

non-interested,

as such term is defined in section 2(a)(19) of the 1940 Act. SLR Capital Management, LLC (“SLR Capital Management”) provides the administrative services necessary for us to operate.

As of December 31, 2022, our investment portfolio totaled $2.1 billion and our net asset value was $999.7 million. Our portfolio was comprised of debt and equity investments in 139 portfolio companies.

SUNS Merger

On April 1, 2022, we completed our previously announced acquisition of SLR Senior Investment Corp., a Maryland corporation (“SUNS”). Pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”) by and among us, SUNS, Solstice Merger Sub, Inc., a Maryland corporation and our wholly-owned subsidiary (“Merger Sub”), and, solely for the limited purposes set forth therein, the Investment Adviser, dated as of December 1, 2021, Merger Sub was first merged with and into SUNS, with SUNS as the surviving corporation, and, immediately following the Merger, SUNS was then merged with and into us, with us as the surviving company. In accordance with the terms of the Merger Agreement, at the effective time of the Merger, each outstanding share of SUNS’s common stock was converted into the right to receive 0.7796 shares of our common stock (with SUNS’s stockholders receiving cash in lieu of fractional shares of our common stock). As a result of the Mergers, we issued an aggregate of 12,511,825 shares of our common stock to former SUNS stockholders.

The Mergers are accounted for as an asset acquisition of SLR Senior Investment Corp. by the Company in accordance with the asset acquisition method of accounting as detailed in ASC

805-50,

Business Combinations – Related Issues, with the fair value of total consideration paid in conjunction with the Mergers allocated to the assets acquired and liabilities assumed based on their relative fair values as of the date of the Mergers. Generally, under asset acquisition accounting, acquiring assets in groups not only requires ascertaining the cost of the asset (or net assets), but also allocating that cost to the individual assets (or individual assets and liabilities) that make up the group. The cost of the group of assets acquired in an asset acquisition is allocated to the individual assets acquired or liabilities assumed based on their relative fair values of net identifiable assets acquired other than certain

“non-qualifying”

assets (for example cash) and does not give rise to goodwill. The Company is the accounting survivor of the Mergers. The Mergers were considered a

tax-free

reorganization and the historical cost basis of the acquired SUNS investments are carried forward for tax purposes.

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Letter Agreement

On April 1, 2022, in connection with the consummation of the Mergers, we entered into a letter agreement (the “Letter Agreement”) pursuant to which the Investment Adviser voluntarily agreed to a permanent 25 basis point reduction of the annual base management fee rate payable by us to the Investment Adviser pursuant to the investment advisory and management agreement between us and the Investment Adviser (the “Advisory Agreement”), resulting in an annual base management fee rate payable by us to the Investment Adviser of 1.50% on gross assets up to 200% of our total net assets. We retained the annual base management fee rate payable by us to the Investment Adviser of 1.00% on gross assets that exceed 200% of our total net assets.

SLR Capital Partners

SLR Capital Partners, our investment adviser, is controlled and led by Michael S. Gross, our Chairman and

Co-Chief

Executive Officer, and Bruce Spohler, our

Co-Chief

Executive Officer and Chief Operating Officer. They are supported by a team of investment professionals. SLR Capital Partners’ investment team has extensive experience in leveraged lending and private equity, as well as significant contacts with financial sponsors.

In addition, SLR Capital Partners currently serves as investment adviser to private funds and managed accounts as well as to SCP Private Credit Income BDC LLC, an unlisted BDC that primarily invests in first lien loans to upper middle market private leveraged companies, SLR HC BDC LLC, an unlisted BDC that primarily invests in first lien healthcare cash flow loans and life science loans, and SLR Private Credit BDC II LLC, an unlisted BDC focused on first lien senior secured floating rate loans. As of February 24, 2023, Mr. Gross and Mr. Spohler beneficially owned, either directly or indirectly, approximately 7.5% of our outstanding common stock.

Mr. Gross has over 25 years of experience in the private equity, distressed debt and mezzanine (i.e., actually or structurally subordinated) lending businesses and has been involved in originating, structuring, negotiating, consummating and managing private equity, distressed debt and mezzanine lending transactions. Prior to his current role as our Chairman,

Co-Chief

Executive Officer and President, Mr. Gross founded Apollo Investment Corporation, a publicly traded BDC. He served as its chairman from February 2004 to July 2006 and its chief executive officer from February 2004 to February 2006. Under his management, Apollo Investment Corporation raised approximately $930 million in gross proceeds in an initial public offering in April 2004, built a dedicated investment team and infrastructure and invested approximately $2.3 billion in over 65 companies in conjunction with 50 different private equity sponsors. Mr. Gross is also a founder and a former senior partner of Apollo Global Management, a leading private equity firm. During his tenure at Apollo Global Management, Mr. Gross was a member of the investment committee that was responsible for overseeing more than $13 billion of investments in over 150 companies.

Mr. Gross also has served on the boards of directors of more than 20 public and private companies. As a result, Mr. Gross has developed an extensive network of private equity sponsor relationships as well as relationships with management teams of public and private companies, investment bankers, attorneys and accountants that we believe should provide us with significant business opportunities.

We also rely on the over 25 years of experience of Mr. Spohler, who has served as our Chief Operating Officer and a partner of SLR Capital Partners since its inception and as

Co-Chief

Executive Officer since June 2019. Previously, Mr. Spohler was a managing director and a former

co-head

of U.S. Leveraged Finance for CIBC World Markets. He held numerous senior roles at CIBC World Markets, including serving on the U.S. Management Committee, Global Executive Committee and the Deals Committee, which approves all of CIBC World Markets’ U.S. corporate finance debt capital decisions. During Mr. Spohler’s tenure, he was responsible for senior loan, high yield and mezzanine origination and execution, as well as CIBC World Markets’ below investment grade loan portfolio in the United States. As a

co-head

of U.S. Leveraged Finance, Mr. Spohler oversaw over 300 capital raising and merger and acquisition transactions, comprising over $40 billion in market capitalization.

SLR Capital Partners’ senior investment professionals have been active participants in the primary and secondary leveraged credit markets throughout their careers. They have effectively managed portfolios of senior secured, distressed and mezzanine debt as well as other investment types. The depth of their prior experience and credit market experience has led them through various stages of the economic cycle as well as several market disruptions.

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SLR Capital Management

Pursuant to an administration agreement (the “Administration Agreement”), SLR Capital Management furnishes us with office facilities, equipment and clerical, bookkeeping and record keeping services at such facilities. Under the Administration Agreement, SLR Capital Management also performs, or oversees the performance of, our required administrative services, which include, among other things, being responsible for the financial records which we are required to maintain and preparing reports to our stockholders. In addition, SLR Capital Management assists us in determining and publishing our net asset value, oversees the preparation and filing of our tax returns and the printing and dissemination of reports to our stockholders, and generally oversees the payment of our expenses and the performance of administrative and professional services rendered to us by others. SLR Capital Management also provides managerial assistance, if any, on our behalf to those portfolio companies that request such assistance.

License Agreement

We have entered into a license agreement with SLR Capital Partners pursuant to which SLR Capital Partners has agreed to grant us a

non-exclusive,

royalty-free license to use the name “SLR” and “SOLAR”. Under this agreement, we have a right to use the SLR and SOLAR name for so long as the Investment Advisory and Management Agreement with our investment adviser is in effect. Other than with respect to this limited license, we will have no legal right to the “SLR” or “SOLAR” name.

Market Opportunity

The Company invests directly and indirectly in leveraged middle-market companies, including in senior secured loans, and to a lesser extent, unsecured loans and equity securities. We believe that the size of this market, coupled with leveraged companies’ need for flexible sources of capital at attractive terms and rates, creates an attractive investment environment for us.

•

Middle-market companies continue to face increasing difficulty in accessing the capital markets.

While many middle-market companies were formerly able to raise funds by issuing high-yield bonds, we believe this approach to financing has become more difficult in recent years as institutional investors have sought to invest in larger, more liquid offerings. In addition, many private finance companies that historically financed their lending and investing activities through securitization transactions have lost that source of funding and reduced lending significantly. Moreover, consolidation of lenders and market participants and the illiquid nature of investments have resulted in fewer middle-market lenders and market participants.

•

There is a large pool of uninvested private equity capital likely to seek additional capital to support their investments.

We believe there is more than $500 billion of uninvested private equity capital seeking debt financing to support acquisitions.

•

The significant amount of debt maturing through 2024 should provide additional demand for capital.

A high volume of financings are expected to mature over the next few years. We believe that this supply of prospective lending opportunities coupled with a lack of available credit in the middle-market lending space may offer attractive risk-adjusted returns to investors. Risk-adjusted return compares returns against the amount of risk incurred. The term “risk-adjusted return” does not imply that an investment is no risk or low risk.

•

Investing in private middle-market debt provides an attractive risk reward profile.

In general, terms for illiquid, middle-market subordinated debt have been more attractive than those for larger corporations which are typically more liquid. We believe this is because fewer institutions are able to invest in illiquid asset classes.

Therefore, we believe that there is an attractive opportunity to invest in leveraged middle-market companies, including in senior secured loans, unitranche loans and to a lesser extent, unsecured loans and equity securities, and that we are well positioned to serve this market.

Competitive Advantages and Strategy

We believe that we have the following competitive advantages over other providers of financing to leveraged companies.

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Management Experience

As managing partner, Mr. Gross has principal management responsibility for SLR Capital Partners, to which he currently dedicates substantially all of his time. Mr. Gross has over 25 years of experience in leveraged finance, private equity and distressed debt investing. Mr. Spohler, our

Co-Chief

Executive Officer, Chief Operating Officer and a partner of SLR Capital Partners, has over 25 years of experience in evaluating and executing leveraged finance transactions.

Investment Capacity

The proceeds from our public offerings and the Concurrent Private Placement, the borrowing capacities under the senior secured credit facility led by Citibank, N.A. (the “Credit Facility”) and the SUNS SPV LLC senior secured credit facility (the “SPV Credit Facility”), our $75 million of unsecured senior notes due 2023 (the “2023 Unsecured Notes”), our $125 million of unsecured notes due 2024 (the “2024 Unsecured Notes”), our $85 million of unsecured notes due 2025 (the “2025 Unsecured Notes”), our $75 million of unsecured notes due 2026 (the “2026 Unsecured Notes”), our $50 million of unsecured senior notes due 2027 (the “2027 Unsecured Notes”), our $135 million of unsecured notes due 2027 (the “2027 Series F Unsecured Notes”), the available capital at our significant subsidiaries and the expected repayments of existing portfolio company investments provide us with a substantial amount of capital available for deployment into new investment opportunities. We believe we are well positioned for the current marketplace.

The Company’s Leverage

As of December 31, 2022, we had total outstanding borrowings of approximately $1,093.2 million. Under the provisions of the 1940 Act, we are permitted to issue senior securities in amounts such that our asset coverage ratio, as defined in the 1940 Act, equals at least 150% of gross assets less all liabilities and indebtedness not represented by senior securities, after each issuance of senior securities. As of December 31, 2022, our asset coverage ratio was 191.5%. We believe our relatively low level of leverage provides us with a competitive advantage as proceeds from our investments are available for reinvestment as opposed to being consumed by debt repayment. We may increase our relative level of debt in the future. However, we do not currently anticipate operating with a substantial amount of debt relative to our total assets.

Proprietary Sourcing and Origination

We believe that SLR Capital Partners’ senior investment professionals’ longstanding relationships with financial sponsors, commercial and investment banks, management teams and other financial intermediaries provide us with a strong pipeline of proprietary origination opportunities. We expect to continue leveraging the relationships Mr. Gross established while sourcing and originating investments at Apollo Investment Corporation as well as the financial sponsor relationships Mr. Spohler developed while he was a

co-head

of CIBC World Markets’ U.S. Leveraged Finance Group.

Versatile Transaction Structuring and Flexibility of Capital

We believe SLR Capital Partners’ senior investment team’s broad experience and ability to draw upon its extensive experience enable us to identify, assess and structure investments successfully across all levels of a company’s capital structure and to manage potential risk and return at all stages of the economic cycle. The attempt to manage risk does not imply low risk or no risk. While we are subject to significant regulation as a BDC, we are not subject to many of the regulatory limitations that govern traditional lending institutions such as banks. As a result, we believe that we can be more flexible than such lending institutions in selecting and structuring investments, adjusting investment criteria, transaction structures and, in some cases, the types of securities in which we invest.

Emphasis on Achieving Strong Risk-Adjusted Returns

SLR Capital Partners uses a structured investment and risk management process that emphasizes research and analysis. SLR Capital Partners seeks to build our portfolio on a

“bottom-up”

basis, choosing and sizing individual positions based on their relative risk/reward profiles as a function of the associated downside risk, volatility, correlation with the existing portfolio and liquidity. At the same time, SLR Capital Partners takes into consideration a variety of factors in managing our portfolio and imposes portfolio-based risk constraints promoting a more diverse portfolio of investments and limiting issuer and industry concentration. We do not pursue short-term origination targets. We believe this approach enables us to build an attractive investment portfolio that meets our return and value criteria over the long term. We believe it is critical to conduct extensive due diligence on investment targets. In evaluating new investments we, through SLR Capital Partners, conduct a rigorous due diligence process.

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Dedication of Resources to Industries with Substantial Information Flow

We dedicate our investing resources to industries characterized by strong cash flow and in which SLR Capital Partners’ investment professionals have deep investment experience. As a result of their investment experience, Messrs. Gross and Spohler, together with SLR Capital Partners’ other senior investment professionals, have long-term relationships with management consultants and management teams in the industries we target, as well as substantial information concerning those industries.

Longer Investment Horizon

Unlike private equity and venture capital funds, we will not be subject to standard periodic capital return requirements. Such requirements typically stipulate that the capital of these funds, together with any capital gains on such invested funds, can only be invested once and must be returned to investors after a

pre-agreed

time period. We believe that our flexibility to make investments with a long-term view and without the capital return requirements of traditional private investment vehicles provides us with the opportunity to generate favorable returns relative to the risks of our invested capital and enables us to be a better long-term partner for our portfolio companies.

Investments

The Company seeks to create a diverse portfolio that includes senior secured loans, and to a lesser extent unsecured loans and equity securities by investing approximately $5 million to $100 million of capital, on average, in the securities of leveraged companies, including middle-market companies. We expect that this investment size will vary with the size of our capital base and/or for strategic initiatives. Structurally, unsecured loans usually rank subordinate in priority of payment to senior debt, such as senior bank debt. As such, other creditors may rank senior to us in the event of insolvency. However, unsecured loans rank senior to common and preferred equity in a borrower’s capital structure. Due to its higher risk profile and often less restrictive covenants as compared to senior loans, unsecured loans generally earn a higher return than senior secured loans.

In addition to senior secured loans and unsecured loans, we may invest a portion of our portfolio in opportunistic investments, which are not our primary focus, but are intended to enhance our returns to our investors. These investments may include direct investments in public companies that are not thinly traded and securities of leveraged companies located in select countries outside of the United States. The securities that we invest in are typically rated below investment grade. Securities rated below investment grade are speculative and are often referred to as “leveraged loans,” “high yield” or “junk” securities, and may be considered “high risk” compared to debt instruments that are rated investment grade. In addition, some of our debt investments will not fully amortize during their lifetime, which means that a borrower may be unable to payoff its debt due to bankruptcy or other reasons and therefore we may

write-off

such debt investment prior to its scheduled maturity. Upon such an occurrence, we may realize a loss or a substantial amount of unpaid principal and interest due upon maturity. We may invest up to 30% of our total assets in such opportunistic investments, including loans issued by

non-U.S.

issuers, subject to compliance with our regulatory obligations as a BDC under the 1940 Act.

We have and will continue to borrow funds to make investments. As a result, we will be exposed to the risks of leverage, which may be considered a speculative investment technique. The use of leverage magnifies the potential for loss on amounts invested and therefore increases the risks associated with investing in our securities. In addition, the costs associated with our borrowings, including any increase in management fees payable to our investment adviser, SLR Capital Partners, will be borne by our common stockholders.

Moreover, we may acquire investments in the secondary market and, in analyzing such investments, we will seek to employ a substantially similar analytical process as we use for our primary investments.

We may utilize instruments such as forward contracts, currency options and interest rate swaps, caps, collars and floors to seek to hedge against fluctuations in the relative values of our portfolio positions from changes in currency exchange rates and market interest rates. Hedging against a decline in the values of our portfolio positions does not eliminate the possibility of fluctuations in the values of such positions or prevent losses if the values of such positions decline. However, such hedging can establish other positions designed to gain from those same developments, thereby offsetting the decline in the value of such portfolio positions. Such hedging transactions may also limit the opportunity for gain if the values of the underlying portfolio positions should increase. It may not be possible to hedge against an exchange rate or interest rate fluctuation that is so generally anticipated that we are not able to enter into a hedging transaction at an acceptable price. Moreover, for a variety of reasons, we may not seek to establish a perfect correlation between such hedging instruments and the portfolio holdings being hedged. Any such imperfect correlation may prevent us from achieving the intended hedge and expose us to risk of loss. In addition, it may not be possible to hedge fully or perfectly against currency fluctuations affecting the value of securities denominated in

non-U.S.

currencies because the value of those securities is likely to fluctuate as a result of factors not related to currency fluctuations.

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Our principal focus is to provide senior secured loans to leveraged companies in a variety of industries. We generally seek to target companies that generate positive cash flows and/or have substantial assets that secure our loans. We generally seek to invest in companies from the broad variety of industries in which our investment adviser has direct experience.

The following is a representative list of the industries in which we may invest:


• Aerospace & Defense • Air Freight & Logistics • Airlines • Asset Management • Automobiles • Auto Components • Auto Parts & Equipment • Biotechnology • Building Products • Capital Markets • Chemicals • Commercial Services & Supplies • Communications Equipment • Construction & Engineering • Consumer Finance • Containers & Packaging • Distributors • Diversified Consumer Services • Diversified Financial Services • Diversified Real Estate Activities • Diversified Telecommunications Services • Education Services • Energy Equipment & Services • Food Products • Food & Staples Retailing • Footwear • Health Care Equipment & Supplies • Health Care Facilities • Health Care Providers & Services • Health Care Technology • Hotels, Restaurants & Leisure				• Household & Personal Products • Industrial Conglomerates • Insurance • Internet & Catalog Retail • Internet Software & Services • IT Services • Leisure Equipment & Products • Life Sciences Tools & Services • Machinery • Media • Metals & Mining • Multiline Retail • Multi-Sector Holdings • Oil, Gas & Consumable Fuels • Packaged Foods & Meats • Paper & Forest Products • Personal Products • Pharmaceuticals • Professional Services • Research & Consulting Services • Road & Rail • Software • Specialty Retail • Textiles, Apparel & Luxury Goods • Thrifts & Mortgage Finance • Trading Companies & Distributors • Transportation Infrastructure • Water Utilities • Wireless Telecommunications Services

We may also invest in other industries if we are presented with attractive opportunities.

We may invest, to the extent permitted by law, in the securities and instruments of other investment companies, including private funds. We may also participate in negotiated

co-investment

transactions with certain affiliates, each of whose investment adviser is SLR Capital Partners, or an investment adviser controlling, controlled by or under common control with SLR Capital Partners and is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors, and pursuant to the conditions of the most recent exemptive order obtained from the SEC on June 13, 2017 (the “Exemptive Order”). Pursuant to the Exemptive Order, we are permitted

to co-invest with

our affiliates if a “required majority” (as defined in Section 57(o) of the 1940 Act) of our independent directors make certain conclusions in connection with

a co-investment transaction,

including, but not limited to, that (1) the terms of the

potential co-investment transaction,

including the consideration to be paid, are reasonable and fair to us and our stockholders and do not involve overreaching in respect of us or our stockholders on the part of any person concerned, and (2) the

potential co-investment transaction

is consistent with the interests of our stockholders and is consistent with our then-current investment objective and strategies.

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continue to include primarily senior secured loans, financing leases and to a lesser extent, unsecured loans and equity securities. In addition, we also expect to invest a portion of our portfolio in opportunistic investments, which are not our primary focus, but are intended to enhance our risk-adjusted returns to stockholders. These investments may include, but are not limited to, securities of public companies and debt and equity securities of companies located outside of the United States.

While our primary investment objective is to maximize current income and capital appreciation through investments in U.S. senior and subordinated loans, other debt securities and equity, we may also invest a portion of the portfolio in opportunistic investments, including foreign securities.

Listed below are our top ten portfolio companies and industries based on their fair value and represented as a percentage of total assets as of December 31, 2022 and December 31, 2021:

TOP TEN PORTFOLIO COMPANIES AND INDUSTRIES AS OF DECEMBER 31, 2022


Portfolio Company	% of Total Assets
SLR Credit Solutions*		11.4	%
Kingsbridge Holdings, LLC*		9.0	%
SLR Equipment Finance*		5.0	%
SLR Business Credit*		3.5	%
Arcutis Biotherapeutics, Inc.		2.7	%
BridgeBio Pharma, Inc.		1.6	%
Foundation Consumer Brands, LLC		1.4	%
Enhanced Capital Group, LLC		1.4	%
Outset Medical, Inc.		1.4	%
Vapotherm, Inc.		1.4	%

Denotes investments in which we are deemed to exercise a controlling influence over the management or policies of a company, as defined in the 1940 Act, due to beneficially owning, either directly or through one or more controlled companies, more than 25% of the outstanding voting securities of the investment.


Industry	% of Total Assets
Diversified Financial Services		18.2	%
Multi-Sector Holdings		14.4	%
Health Care Providers & Services		6.4	%
Health Care Equipment & Supplies		5.4	%
Pharmaceuticals		4.5	%
Software		3.6	%
Insurance		3.5	%
Biotechnology		3.2	%
Diversified Consumer Services		2.2	%
Media		1.6	%

TOP TEN PORTFOLIO COMPANIES AND INDUSTRIES AS OF DECEMBER 31, 2021


Portfolio Company	% of Total Assets
SLR Credit Solutions*		14.9	%
Kingsbridge Holdings, LLC*		11.2	%
SLR Equipment Finance*		6.4	%
Rubius Therapeutics, Inc.		2.0	%
PhyMed Management LLC		1.8	%
KORE Wireless Group, Inc.		1.8	%
Community Brands ParentCo, LLC		1.7	%
BridgeBio Pharma, Inc.		1.7	%
Foundation Consumer Brands, LLC		1.7	%
SOC Telemed, Inc.		1.6	%

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Industry	% of Total Assets
Multi-Sector Holdings		20.6	%
Diversified Financial Services		17.2	%
Health Care Providers & Services		8.0	%
Pharmaceuticals		6.4	%
Software		4.1	%
Health Care Equipment & Supplies		4.1	%
Biotechnology		2.0	%
Wireless Telecommunication Services		1.8	%
Personal Products		1.7	%
Road & Rail		1.5	%

Set forth below is a brief description of each portfolio company in which we have made an investment that represents greater than 5% of our total assets as of December 31, 2022.

SLR Credit Solutions

We invested in SLR Credit as an independent commercial finance company that provides primarily senior secured loans for both asset-based and cash flow financings to middle-market companies. Its team of experienced, responsive professionals has underwritten, closed and managed more than $20 billion in secured debt commitments across a wide range of industries. As of December 31, 2022, SLR Credit had 29 funded commitments to 25 different issuers with total funded loans of approximately $439.5 million on total assets of $460.7 million. SLR Credit’s competitors include other specialty finance companies and small banks. As with most finance companies, SLR Credit is exposed to interest rate risk, which it mostly mitigates by issuing loans with floating rates.

SLR Equipment Finance

On July 31, 2017, the Company completed the acquisition of NEF Holdings, which conducts its business through its wholly-owned subsidiary Nations Equipment Finance, LLC. Effective February 25, 2021, Nations Equipment Finance, LLC and its related companies are doing business as SLR Equipment Finance. SLR Equipment is an independent equipment finance company that provides senior secured loans and leases primarily to U.S. based companies. The Company invested $209.9 million in cash to effect the transaction, of which $145.0 million was invested in the equity of SLR Equipment through our wholly-owned consolidated taxable subsidiary NEFCORP LLC and our wholly-owned consolidated subsidiary NEFPASS LLC and $64.9 million was used to purchase certain leases and loans held by SLR Equipment through NEFPASS LLC. As of December 31, 2022, SLR Equipment had 131 funded equipment-backed leases and loans to 59 different customers with a total net investment in leases and loans of approximately $190.8 million on total assets of $241.8 million.

Kingsbridge Holdings, LLC

On November 3, 2020, the Company acquired 87.5% of the equity securities of Kingsbridge Holdings, LLC (“KBH”) through KBH Topco LLC (“KBHT”), a Delaware corporation. KBH is a residual focused independent

mid-ticket

lessor of equipment primarily to U.S. investment grade companies. The Company invested $216.6 million to effect the transaction, of which $136.6 million was invested to acquire 87.5% of KBHT’s equity and $80.0 million in KBH’s debt. The existing management team of KBH committed to continuing to lead KBH after the transaction. Post the transaction, the Company owns 87.5% of KBHT equity and the KBH management team owns the remaining 12.5% of KBHT’s equity. As of December 31, 2022, KBHT had total assets of $777.2 million.

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Investment Selection Process

SLR Capital Partners is committed to and utilizes a value-oriented investment philosophy with a focus on the preservation of capital and a commitment to managing downside exposure.

Portfolio Company Characteristics

We have identified several criteria that we believe are important in identifying and investing in prospective portfolio companies. These criteria provide general guidelines for our investment decisions; however, not all of these criteria will be met by each prospective portfolio company in which we choose to invest.

Stable Earnings and Strong Free Cash Flow.

We seek to invest in companies that have demonstrated stable earnings through economic cycles. We target companies that can

de-lever

through consistent generation of cash flows rather than relying solely on growth to service and repay our loans.

Value Orientation.

Our investment philosophy places a premium on fundamental analysis from an investor’s perspective and has a distinct value orientation. We focus on companies in which we can invest at relatively low multiples of operating cash flow and that are profitable at the time of investment on an operating cash flow basis.

Value of Assets.

The prospective value of the assets, if any, that collateralizes the loans in which we invest, is an important factor in our credit analysis. Our analysis emphasizes both tangible assets, such as accounts receivable, inventory, equipment and real estate, and intangible assets, such as intellectual property, customer lists, networks and databases. In some of our transactions the company’s fundings may be derived from a borrowing base determined by the value of the company’s assets.

Strong Competitive Position in Industry.

We seek to invest in target companies that have developed leading market positions within their respective markets and are well positioned to capitalize on growth opportunities. We seek companies that demonstrate significant competitive advantages versus their competitors, which we believe should help to protect their market position and profitability.

Diversified Customer and Supplier Base.

We seek to invest in businesses that have a diversified customer and supplier base. We believe that companies with a diversified customer and supplier base are generally better able to endure economic downturns, industry consolidation, changing business preferences and other factors that may negatively impact their customers, suppliers and competitors.

Exit Strategy.

We predominantly invest in companies that provide multiple alternatives for an eventual exit. We look for opportunities that provide an exit typically within three years of the initial capital commitment.

We generally seek companies that we believe will have or provide a steady stream of cash flow to repay our loans and reinvest in their respective businesses. We believe that such internally generated cash flow, leading to the payment of our interest, and the repayment of our principal, represents a key means by which we will be able to exit from our investments over time.

In addition, we also seek to invest in companies whose business models and expected future cash flows or cash positions offer attractive exit possibilities. These companies include candidates for strategic acquisition by other industry participants and companies that may repay our investments through an initial public offering of common stock or another capital market transaction. We underwrite our investments on a

held-to-maturity

basis, but expensive capital is often repaid prior to stated maturity.

Experienced and Committed Management.

We generally require that portfolio companies have an experienced management team. We also require portfolio companies have in place proper incentives to induce management to succeed and to act in concert with our interests as investors, including having significant equity interests.

Strong Sponsorship.

We generally aim to invest alongside other sophisticated investors. We typically seek to partner with successful financial sponsors who have historically generated high returns. We believe that investing in these sponsors’ portfolio companies enables us to benefit from their direct involvement and due diligence.

SLR Capital Partners’ investment team works in concert with sponsors to proactively manage investment opportunities by acting as a partner throughout the investment process. We actively focus on the middle-market financial sponsor community, with a particular focus on the

upper-end

of the middle-market (sponsors with equity funds of $500 million to $5 billion). We favor such sponsors because they typically:

•

buy larger companies with strong business franchises;

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•

invest significant amounts of equity in their portfolio companies;

•

value flexibility and creativity in structuring their transactions;

•

possess longer track records over multiple investment funds;

•

have a deeper management bench;

•

have better ability to withstand downturns; and

•

possess the ability to support portfolio companies with additional capital.

We divide our coverage of these sponsors among our more senior investment professionals, who are responsible for

day-to-day

interaction with financial sponsors. Our coverage approach aims to act proactively, consider all investments in the capital structure, provide quick feedback, deliver on commitments, and are constructive throughout the life cycle of an investment.

Due Diligence

Our “private equity” approach to credit investing typically incorporates extensive

in-depth

due diligence often alongside the private equity sponsor. In conducting due diligence, we will use publicly available information as well as information from relationships with former and current management teams, consultants, competitors and investment bankers. We believe that our due diligence methodology allows us to screen a high volume of potential investment opportunities on a consistent and thorough basis.

Our due diligence typically includes:

•

review of historical and prospective financial information;

•

review and valuation of assets;

•

research relating to the company’s management, industry, markets, products and services and competitors;

•

on-site

visits;

•

discussions with management, employees, customers or vendors of the potential portfolio company;

•

review of senior loan documents; and

•

background investigations.

We also expect to evaluate the private equity sponsor making the investment. Further, due to SLR Capital Partners’ considerable repeat business with sponsors, we have direct experience with the management teams of many sponsors. A private equity sponsor is typically the controlling stockholder upon completion of an investment and as such is considered critical to the success of the investment. The equity sponsor is evaluated along several key criteria, including:

•

investment track record;

•

industry experience;

•

capacity and willingness to provide additional financial support to the company through additional capital contributions, if necessary; and

•

reference checks.

Throughout the due diligence process, a deal team is in constant dialogue with the management team of the company in which we are considering investing to ensure that any concerns are addressed as early as possible through the process and that unsuitable investments are filtered out before considerable time has been invested.

Upon the completion of due diligence and a decision to proceed with an investment in a company, the investment professionals leading the investment present the investment opportunity to SLR Capital Partners’ investment committee, which then determines whether to pursue the potential investment. Additional due diligence with respect to any investment may be conducted on our behalf by attorneys and independent accountants prior to the closing of the investment, as well as other outside advisers, as appropriate.

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The Investment Committee

All new investments are required to be approved by a consensus of the investment committee of SLR Capital Partners, which is led by Messrs. Gross and Spohler. The members of SLR Capital Partners’ investment committee receive no compensation from us. Such members may be employees or partners of SLR Capital Partners and may receive compensation or profit distributions from SLR Capital Partners.

Investment Structure

Once we determine that a prospective portfolio company is suitable for investment, we work with the management of that company and its other capital providers, including senior, junior and equity capital providers, to structure an investment. We negotiate among these parties to agree on how our investment is expected to perform relative to the other capital in the portfolio company’s capital structure.

The Company seeks to create a diverse portfolio that includes senior secured loans and to a lesser extent, unsecured loans and equity securities by investing approximately $5 million to $100 million of capital. With respect to our senior secured loans, we seek to obtain security interests in the assets of our portfolio companies that serve as collateral in support of the repayment of these loans. This collateral may take the form of first or second priority liens on the assets of a portfolio company.

We structure our unsecured loans primarily subordinated loans that provide for relatively high, fixed or floating interest rates that provide us with significant current interest income. These loans typically have interest-only payments in the early years, with amortization of principal, if any, deferred to the later years of the unsecured loans. In some cases, we may enter into loans that, by their terms, convert into equity or additional debt securities or defer payments of interest for the first few years after our investment. Also, in some cases our unsecured loans may be collateralized by a subordinated lien on some or all of the assets of the borrower.

Typically, our senior secured and unsecured loans have final maturities of five to ten years. However, we expect that our portfolio companies often may repay these loans early, generally within three to four years from the date of initial investment. In some cases and when available, we seek to structure these loans with prepayment premiums to capture foregone interest.

In the case of our senior secured and unsecured loan investments, we tailor the terms of the investment to the facts and circumstances of the transaction and the prospective portfolio company, negotiating a structure that protects our rights and manages our risk while creating incentives for the portfolio company to achieve its business plan and improve its profitability. For example, in addition to seeking a senior or fulcrum position in the capital structure of our portfolio companies, we will seek to limit the downside potential of our investments by:

•

requiring a total return on our investments (including both interest and potential capital appreciation) that compensates us for credit risk;

•

incorporating “put” rights and call protection into the investment structure; and

•

negotiating covenants in connection with our investments that afford our portfolio companies as much flexibility in managing their businesses as possible, consistent with preservation of our capital. Such restrictions may include affirmative and negative covenants, default penalties, lien protection, change of control provisions and board rights, including either observation or participation rights.

Our investments may include equity features, such as warrants or options to buy a minority interest in the portfolio company. Any warrants we receive with our debt securities generally require only a nominal cost to exercise, and thus, as a portfolio company appreciates in value, we may achieve additional investment return from this equity interest. We may structure the warrants to provide provisions protecting our rights as a minority interest holder, as well as puts, or rights to sell such securities back to the company, upon the occurrence of specified events. In many cases, we also obtain registration rights in connection with these equity securities, which may include demand and “piggyback” registration rights. In addition, we may from time to time make direct equity investments in portfolio companies.

We generally seek to hold most of our investments to maturity or repayment, but will sell our investments earlier, including if a liquidity event takes place such as the sale or recapitalization of a portfolio company.

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Ongoing Relationships with Portfolio Companies

SLR Capital Partners monitors our portfolio companies on an ongoing basis. SLR Capital Partners monitors the financial trends of each portfolio company to determine if it is meeting its business plan and to assess the appropriate course of action for each company.

SLR Capital Partners has several methods of evaluating and monitoring the performance and fair value of our investments, which include the following:

•

Assessment of success in adhering to each portfolio company’s business plan and compliance with covenants;

•

Periodic and regular contact with portfolio company management and, if appropriate, the financial or strategic sponsor, to discuss financial position, requirements and accomplishments;

•

Comparisons to other SLR invested portfolio companies in the industry, if any;

•

Attendance at and participation in board meetings; and

•

Review of monthly and quarterly financial statements and financial projections for portfolio companies.

In addition to various risk management and monitoring tools, SLR Capital Partners also uses an investment rating system to characterize and monitor our expected level of returns on each investment in our portfolio.

We use an investment rating scale of 1 to 4. The following is a description of the conditions associated with each investment rating:


Investment Rating		Summary Description
1		Involves the least amount of risk in our portfolio, the portfolio company is performing above expectations, and the trends and risk factors are generally favorable (including a potential exit)

2		Risk that is similar to the risk at the time of origination, the portfolio company is performing as expected, and the risk factors are neutral to favorable; all new investments are initially assessed a grade of 2

3		The portfolio company is performing below expectations, may be out of compliance with debt covenants, and requires procedures for closer monitoring

4		The investment is performing well below expectations and is not anticipated to be repaid in full

SLR Capital Partners monitors and, when appropriate, changes the investment ratings assigned to each investment in our portfolio. As of December 31, 2022 and December 31, 2021 the weighted average investment rating on the fair market value of our portfolio was a 2. In connection with our valuation process, SLR Capital Partners reviews these investment ratings on a quarterly basis.

Valuation Procedures

In December 2020, the SEC adopted new Rule

2a-5

under the 1940 Act addressing fair valuation of fund investments. The new rule sets forth requirements for good faith determinations of fair value, as well as for the performance of fair value determinations, including related oversight and reporting obligations. The new rule also defines “readily available market quotations” for purposes of the definition of “value” under the 1940 Act, and the SEC noted that this definition will apply in all contexts under the 1940 Act. The Company will comply with Rule

2a-5’s

valuation requirements.

We conduct the valuation of our assets, pursuant to which our net asset value is determined, at all times consistent with U.S. generally accepted accounting principles (“GAAP”), and the 1940 Act. Our valuation procedures are set forth in more detail below:

Under procedures established by the Board, we value investments, including certain senior secured debt, subordinated debt and other debt securities with maturities greater than 60 days, for which market quotations are readily available, at such market quotations (unless they are deemed not to represent fair value). A market quotation is readily available for a security only when that quotation is a quoted price (unadjusted) in active markets for identical investments that the Company can access at the measurement date, provided

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that a quotation will not be readily available if it is not reliable. If the Company anticipates using a market quotation for a security, it will also monitor for circumstances that may necessitate the use of fair value, such as significant events that may cause concern over the reliability of a market quotation. We attempt to obtain market quotations from at least two brokers or dealers (if available, otherwise from a principal market maker or a primary market dealer or other independent pricing service). We utilize

mid-market

pricing as a practical expedient for fair value unless a different point within the range is more representative. If and when market quotations are deemed not to represent fair value, we may utilize independent third-party valuation firms to assist us in determining the fair value of material assets. Accordingly, such investments go through our multi-step valuation process as described below. In each such case, independent valuation firms, which may from time to time be engaged by the Board, consider observable market inputs together with significant unobservable inputs in arriving at their valuation recommendations. Debt investments with maturities of 60 days or less shall each be valued at cost plus accreted discount, or minus amortized premium, which is expected to approximate fair value, unless such valuation, in the judgment of the Investment Adviser, does not represent fair value, in which case such investments shall be valued at fair value as determined in good faith by or under the direction of the Board. Investments that are not publicly traded or whose market quotations are not readily available are valued at fair value as determined in good faith by or under the direction of the Board. Such determination of fair values involves subjective judgments and estimates.

With respect to investments for which market quotations are not readily available or when such market quotations are deemed not to represent fair value, the Board has approved a multi-step valuation process each quarter, as described below:

(1)

our quarterly valuation process begins with each portfolio company or investment being initially valued by the investment professionals of the Investment Adviser responsible for the portfolio investment;

(2)

preliminary valuation conclusions are then documented and discussed with senior management of the Investment Adviser;

(3)

independent valuation firms engaged by the Board conduct independent appraisals and review the Investment Adviser’s preliminary valuations and make their own independent assessment for all material assets;

(4)

the audit committee of the Board reviews the preliminary valuation of the Investment Adviser and that of the independent valuation firm and responds to the valuation recommendation of the independent valuation firm, if any, to reflect any comments; and

(5)

the Board discusses valuations and determines the fair value of each investment in our portfolio in good faith based on the input of the Investment Adviser, the respective independent valuation firm, if any, and the audit committee.

Investments in all asset classes are valued utilizing a market approach, an income approach, or both approaches, as appropriate. However, in accordance with ASC

820-10,

certain investments that qualify as investment companies in accordance with ASC 946, may be valued using net asset value as a practical expedient for fair value. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). The income approach uses valuation approaches to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. In following these approaches, the types of factors that we may take into account in fair value pricing our investments include, as relevant: available current market data, including relevant and applicable market trading and transaction comparables, applicable market yields and multiples, security covenants, call protection provisions, the nature and realizable value of any collateral, the portfolio company’s ability to make payments, its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are public, M&A comparables, our principal market (as the reporting entity) and enterprise values, among other factors. When available, broker quotations and/or quotations provided by pricing services are considered as an input in the valuation process. For the fiscal year ended December 31, 2022, there has been no change to the Company’s valuation approaches or techniques and the nature of the related inputs considered in the valuation process.

Accounting Standards Codification (“ASC”) Topic 820 classifies the inputs used to measure these fair values into the following hierarchy:

Level

: Unadjusted quoted prices in active markets for identical assets or liabilities, accessible by the Company at the measurement date.

Level

: Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other observable inputs other than quoted prices.

Level

: Unobservable inputs for the asset or liability.

In all cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each investment. The exercise of judgment is based in part on our knowledge of the asset class and our prior experience.

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Determination of fair value involves subjective judgments and estimates. Accordingly, the notes to our consolidated financial statements express the uncertainty with respect to the possible effect of such valuations, and any change in such valuations, on our consolidated financial statements.

Competition

Our primary competitors provide financing to middle-market companies and include other business development companies, commercial and investment banks, commercial financing companies and, to the extent they provide an alternative form of financing, private equity funds. Additionally, alternative investment vehicles, such as hedge funds, frequently invest in middle-market companies. As a result, competition for investment opportunities at middle-market companies can be intense. While many middle-market companies were previously able to raise senior debt financing through traditional large financial institutions, we believe this approach to financing will become more difficult as implementation of U.S. and international financial reforms limits the capacity of large financial institutions to hold

non-investment

grade leveraged loans on their balance sheets. We believe that many of these financial institutions have

de-emphasized

their service and product offerings to middle-market companies in particular.

Many of our competitors are substantially larger and have considerably greater financial, technical and marketing resources than we do. For example, some competitors may have a lower cost of funds and access to funding sources that are not available to us. In addition, some of our competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of investments and establish more relationships than us. Furthermore, many of our competitors are not subject to the regulatory restrictions that the 1940 Act imposes on us as a BDC. We use the industry information available to Messrs. Gross and Spohler and the other investment professionals of SLR Capital Partners to assess investment risks and determine appropriate pricing for our investments in portfolio companies. In addition, we believe that the relationships of Messrs. Gross and Spohler and the other investment professionals of our investment adviser enable us to learn about, and compete effectively for, financing opportunities with attractive leveraged companies in the industries in which we seek to invest.

Staffing

We do not currently have any employees. Mr. Gross, our Chairman and

Co-Chief

Executive Officer and President, and Mr. Spohler, our

Co-Chief

Executive Officer and Chief Operating Officer and board member, are managing members and senior investment professionals of, and have financial and controlling interests in, SLR Capital Partners. In addition, Mr. Richard Peteka, our Chief Financial Officer, Treasurer and Secretary serves as the Chief Financial Officer for SLR Capital Partners. Guy Talarico, our Chief Compliance Officer, is a Managing Director of ACA Group, LLC, and performs his functions as our Chief Compliance Officer under the terms of an agreement between SLR Capital Management and ACA Group, LLC. SLR Capital Management has retained Mr. Talarico and ACA Group, LLC pursuant to its obligations under our Administration Agreement.

Our

day-to-day

investment operations are managed by SLR Capital Partners. Based upon its needs, SLR Capital Partners may hire additional investment professionals. In addition, we will reimburse SLR Capital Management for the allocable portion of overhead and other expenses incurred by it in performing its obligations under the Administration Agreement, including rent, and the allocable portion of the cost of the company’s chief compliance officer and chief financial officer and their respective staffs.

Sarbanes-Oxley Act of 2002

The Sarbanes-Oxley Act of 2002 imposes a wide variety of regulatory requirements on publicly-held companies and their insiders. Many of these requirements affect us. For example:

•

pursuant to

Rule 13a-14

of the Securites Exchange Act of 1934 (the “1934 Act”), our

co-chief

executive officers and chief financial officer must certify the accuracy of the financial statements contained in our periodic reports;

•

pursuant to Item 307 of

Regulation S-K,

our periodic reports must disclose our conclusions about the effectiveness of our disclosure controls and procedures;

•

pursuant to Rule

13a-15

of the 1934 Act, our management is required to prepare an annual report regarding its assessment of our internal control over financial reporting and to obtain an audit of the effectiveness of internal control over financial reporting performed by our independent registered public accounting firm; and

•

pursuant to Item 308 of

Regulation S-K

and

Rule 13a-15

of the 1934 Act, our periodic reports must disclose whether there were significant changes in our internal controls over financial reporting or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

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The Sarbanes-Oxley Act of 2002 requires us to review our current policies and procedures to determine whether we comply with the Sarbanes-Oxley Act of 2002 and the regulations promulgated thereunder. We will continue to monitor our compliance with all regulations that are adopted under the Sarbanes-Oxley Act of 2002 and will take actions necessary to ensure that we are in compliance therewith.

Business Development Company Regulations

A BDC is regulated by the 1940 Act. A BDC must be organized in the United States for the purpose of investing in or lending to primarily private companies and making significant managerial assistance available to those investments that constitute qualifying assets (as discussed below). A BDC may use capital provided by public stockholders and from other sources to make long-term, private investments in businesses. A BDC provides stockholders the ability to retain the liquidity of a publicly-traded stock while sharing in the possible benefits, if any, of investing in primarily privately owned companies.

We may not change the nature of our business so as to cease to be, or withdraw our election as, a BDC unless authorized by vote of a majority of our outstanding voting securities, as required by the 1940 Act. A majority of the outstanding voting securities of a company is defined under the 1940 Act as the lesser of: (a) 67% or more of such company’s voting securities present at a meeting if more than 50% of the outstanding voting securities of such company are present or represented by proxy, or (b) more than 50% of the outstanding voting securities of such company. We do not anticipate any substantial change in the nature of our business.

As with other companies regulated by the 1940 Act, a BDC must adhere to certain substantive regulatory requirements. A majority of our directors must be persons who are not interested persons, as that term is defined in the 1940 Act. Additionally, we are required to provide and maintain a bond issued by a reputable fidelity insurance company to protect the BDC. Furthermore, as a BDC, we are prohibited from protecting any director or officer against any liability to us or our stockholders arising from willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person’s office.

As a BDC, we are required to meet an asset coverage ratio, reflecting the value of our total assets to our total senior securities, which include all of our borrowings and any preferred stock we may issue in the future, of at least 150%. We may also be prohibited under the 1940 Act from knowingly participating in certain transactions with our affiliates without the prior approval of our directors who are not interested persons and, in some cases, prior approval by the SEC.

We are generally not able to issue and sell our common stock at a price below net asset value per share without annual stockholder approval. We may, however, sell our common stock, or warrants, options or rights to acquire our common stock, at a price below the then-current net asset value of our common stock if the Board determines that such sale is in our best interests and the best interests of our stockholders, and our stockholders approve such sale. At this time, we do not have stockholder approval for such sales.

As a BDC, we were substantially limited in our ability to

co-invest

in privately negotiated transactions with affiliated funds until we obtained an exemptive order from the SEC. The most recent exemptive order, received on June 13, 2017 (the “Exemptive Order”), permits us to participate in negotiated

co-investment

transactions with certain affiliates, each of whose investment adviser is an investment adviser that controls, is controlled by or is under common control with SLR Capital Partners and is registered as an investment adviser under the Advisers Act, in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors, and pursuant to the conditions to the Exemptive Order. If we are unable to rely on the Exemptive Order for a particular opportunity, such opportunity will be allocated first to the entity whose investment strategy is the most consistent with the opportunity being allocated, and second, if the terms of the opportunity are consistent with more than one entity’s investment strategy, on an alternating basis. Although our investment professionals will endeavor to allocate investment opportunities in a fair and equitable manner, we and our common stockholders could be adversely affected to the extent investment opportunities are allocated among us and other investment vehicles managed or sponsored by, or affiliated with, our executive officers, directors and members of our investment adviser.

We will be periodically examined by the SEC for compliance with the federal securities laws, including the 1940 Act.

Qualifying Assets

Under the 1940 Act, a BDC may not acquire any asset other than assets of the type listed in Section 55(a) of the 1940 Act, which are referred to as qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at least 70% of the BDC’s total assets. The principal categories of qualifying assets relevant to our business are the following:

(1) Securities purchased in transactions not involving any public offering from the issuer of such securities, which issuer (subject to certain limited exceptions) is an eligible portfolio company, or from any person who is, or has been during the preceding 13 months, an affiliated person of an eligible portfolio company, or from any other person, subject to such rules as may be prescribed by the SEC. An eligible portfolio company is defined in the 1940 Act as any issuer which:

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(a) is organized under the laws of, and has its principal place of business in, the United States;

(b) is not an investment company (other than a small business investment company wholly owned by the BDC); and

i. does not have any class of securities that is traded on a national securities exchange;

ii. has a class of securities listed on a national securities exchange, but has an aggregate market value of outstanding voting and

non-voting

common equity of less than $250 million;

iii. is controlled by a BDC or a group of companies including a BDC and the BDC has an affiliated person who is a director of the eligible portfolio company; or

iv. is a small and solvent company having total assets of not more than $4.0 million and capital and surplus of not less than $2.0 million.

(2) Securities of any eligible portfolio company which we control, which, as defined by the 1940 Act, is presumed to exist where a BDC beneficially owns more than 25% of the outstanding voting securities of the portfolio company.

(3) Securities purchased in a private transaction from a U.S. issuer that is not an investment company or from an affiliated person of the issuer, or in transactions incident thereto, if the issuer is in bankruptcy and subject to reorganization or if the issuer, immediately prior to the purchase of its securities, was unable to meet its obligations as they came due without material assistance other than conventional lending or financing arrangements.

(4) Securities of an eligible portfolio company purchased from any person in a private transaction if there is no ready market for such securities and we already own 60% of the outstanding equity of the eligible portfolio company.

(5) Securities received in exchange for or distributed on or with respect to securities described in (1) through (4) above, or pursuant to the exercise of warrants or rights relating to such securities.

(6) Cash, cash equivalents, U.S. government securities or high-quality debt securities maturing in one year or less from the time of investment.

(7) Office furniture and equipment, interests in real estate and leasehold improvements and facilities maintained to conduct the business operations of the BDC, deferred organization and operating expenses, and other noninvestment assets necessary and appropriate to its operations as a BDC, including notes of indebtedness of directors, officers, employees, and general partners held by a BDC as payment for securities of such company issued in connection with an executive compensation plan described in Section 57(j) of the 1940 Act.

Under Section 55(b) of the 1940 Act, the value of a BDC’s assets shall be determined as of the date of the most recent financial statements filed by such company with the SEC pursuant to Section 13 of the 1934 Act, and shall be determined no less frequently than annually.

Significant Managerial Assistance to Portfolio Companies

As a BDC, we offer, and must provide upon request, significant managerial assistance to our portfolio companies that constitute qualifying assets. This assistance could involve, among other things, monitoring the operations of our portfolio companies, participating in board and management meetings, consulting with and advising officers of portfolio companies and providing other organizational and financial guidance. We may also receive fees for these services. SLR Capital Management provides such managerial assistance, if any, on our behalf to portfolio companies that request this assistance.

Temporary Investments

Pending investment in other types of “qualifying assets,” as described above, our investments may consist of cash, cash equivalents, U.S. government securities or high-quality investment grade debt securities maturing in one year or less from the time of investment, which we refer to, collectively, as temporary investments, so that 70% of our assets are qualifying assets. Typically, we will invest in U.S. Treasury bills or in repurchase agreements, provided that such repurchase agreements are fully collateralized by cash or securities issued by the U.S. government or its agencies. A repurchase agreement involves the purchase by an investor, such as us, of a specified security and the simultaneous agreement by the seller to repurchase it at an agreed-upon future date and at a price that is greater than the purchase price by an amount that reflects an agreed-upon interest rate. There is no percentage restriction on the proportion of our assets that may be invested in such repurchase agreements. However, if more than 25% of our total assets constitute repurchase agreements from a single counterparty, we would not meet the diversification tests in order to qualify as a RIC for U.S. federal income tax purposes. Thus, we do not intend to enter into repurchase agreements with a single counterparty in excess of this limit. SLR Capital Partners will monitor the creditworthiness of the counterparties with which we enter into repurchase agreement transactions.

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Senior Securities

We are permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock senior to our common stock if our asset coverage, as defined in the 1940 Act, is at least equal to 150% immediately after each such issuance. In addition, while certain senior securities remain outstanding, we may be required to make provisions to prohibit any distribution to our stockholders or the repurchase of such securities or shares unless we meet the applicable asset coverage ratios at the time of the distribution or repurchase. We may also borrow amounts up to 5% of the value of our total assets for temporary purposes without regard to asset coverage. We may borrow money, which would magnify the potential for gain or loss on amounts invested and may increase the risk of investing in us.

Code of Ethics

We and SLR Capital Partners have each adopted a code of ethics pursuant to Rule

17j-1

under the 1940 Act and Rule

204A-1

under the Advisers Act, respectively, that establishes procedures for personal investments and restricts certain transactions by our personnel. Our codes of ethics generally do not permit investments by our employees in securities that may be purchased or held by us. Each code of ethics is available on the EDGAR Database on the SEC’s Internet site at http://www.sec.gov. You may also obtain copies of the codes of ethics, after paying a duplicating fee, by electronic request at the following Email address: publicinfo@sec.gov.

Compliance Policies and Procedures

We and our investment adviser have adopted and implemented written policies and procedures reasonably designed to detect and prevent violation of the federal securities laws. We are required to review these compliance policies and procedures annually for their adequacy and the effectiveness of their implementation and to designate a chief compliance officer to be responsible for their administration. Guy Talarico currently serves as our Chief Compliance Officer.

Proxy Voting Policies and Procedures

We have delegated our proxy voting responsibility to our investment adviser. A summary of the Proxy Voting Policies and Procedures of our adviser are set forth below. The guidelines are reviewed periodically by the adviser and our

non-interested

directors, and, accordingly, are subject to change.

As an investment adviser registered under the Advisers Act, SLR Capital Partners has a fiduciary duty to act solely in the best interests of its clients. As part of this duty, it recognizes that it must vote securities held by its clients in a timely manner free of conflicts of interest. These policies and procedures for voting proxies for investment advisory clients are intended to comply with Section 206 of, and Rule

206(4)-6

under, the Advisers Act.

Our investment adviser votes proxies relating to our portfolio securities in the best interest of our stockholders. SLR Capital Partners reviews on a

case-by-case

basis each proposal submitted for a proxy vote to determine its impact on our investments. Although it generally votes against proposals that may have a negative impact on our investments, it may vote for such a proposal if there exists compelling long-term reasons to do so. The proxy voting decisions of our investment adviser are made by the senior investment professionals who are responsible for monitoring each of our investments. To ensure that our vote is not the product of a conflict of interest, it requires that: (i) anyone involved in the decision making process disclose to a managing member of SLR Capital Partners any potential conflict that he or she is aware of and any contact that he or she has had with any interested party regarding a proxy vote, and (ii) employees involved in the decision making process or vote administration are prohibited from revealing how we intend to vote on a proposal in order to reduce any attempted influence from interested parties.

You may obtain information about how we voted proxies by making a written request for proxy voting information to: SLR Capital Partners, LLC, 500 Park Avenue, New York, NY 10022.

Privacy Principles

We endeavor to maintain the privacy of our recordholders and to safeguard their

non-public

personal information. The following information is provided to help you understand what personal information we collect, how we protect that information and why, in certain cases, we may share such information with select other parties.

Generally, we will not receive any

non-public

personal information about the recordholders of the common stock of the Company, although certain of our recordholders’

non-public

information may become available to us. The

non-public

personal information that we may receive falls into the following categories:

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•

Information we receive from recordholders, whether we receive it orally, in writing or electronically. This includes recordholders’ communications to us concerning their investment;

•

Information about recordholders’ transaction history with us; and

•

Other general information that we may obtain about recordholders, such as demographic and contact information such as address.

We disclose

non-public

person information about recordholders:

•

to our affiliates (such as SLR and our administrator) and their employees for everyday business purposes;

•

to our service providers (such as our accountants, attorneys, custodians, transfer agent, underwriter and proxy solicitors) and their employees as is necessary to service recordholder accounts or otherwise provide the applicable service;

•

to comply with court orders, subpoenas, lawful discovery requests, or other legal or regulatory requirements; or

•

as allowed or required by applicable law or regulation.

When the Company shares

non-public

recordholder personal information referred to above, the information is made available for limited business purposes and under controlled circumstances designed to protect our recordholders’ privacy. The Company does not permit use of recordholder information for any

non-

business or marketing purpose, nor does the Company permit third parties to rent, sell, trade or otherwise release or disclose information to any other party.

The Company’s service providers, such as SLR, its administrator, and its transfer agent, are required to maintain physical, electronic, and procedural safeguards to protect recordholder

non-public

personal information; to prevent unauthorized access or use; and to dispose of such information when it is no longer required.

Personnel of affiliates may access recordholder information only for business purposes. The degree of access is based on the sensitivity of the information and on personnel need for the information to service a recordholder’s account or comply with legal requirements.

If a recordholder ceases to be a recordholder, we will adhere to the privacy policies and practices as described above. We may choose to modify our privacy policies at any time. Before we do so, we will notify recordholders and provide a description of our privacy policy.

Taxation as a Regulated Investment Company

As a BDC, we elected to be treated, and intend to qualify annually, as a RIC under Subchapter M of the Code. As a RIC, we generally will not have to pay corporate-level U.S. federal income taxes on any ordinary income or capital gains that we timely distribute to our stockholders as dividends. To continue to qualify as a RIC, we must, among other things, meet certain

source-of-income

and asset diversification requirements (as described below). In addition, to qualify for RIC tax treatment we must distribute to our stockholders, for each taxable year, at least 90% of our “investment company taxable income,” which generally is our ordinary income plus the excess of our realized net short-term capital gains over our realized net long-term capital losses (the “Annual Distribution Requirement”). If we qualify as a RIC and satisfy the Annual Distribution Requirement, then we will not be subject to U.S. federal income tax on the portion of our investment company taxable income and net capital gain (i.e., realized net long-term capital gains in excess of realized net short-term capital losses) we distribute (or are deemed to distribute) to stockholders. We will be subject to U.S. federal income tax at the regular corporate rates on any ordinary income or capital gain not distributed (or deemed not distributed) to our stockholders.

We will be subject to a 4% nondeductible U.S. federal excise tax on certain undistributed income unless we distribute in a timely manner an amount at least equal to the sum of (1) 98% of our ordinary income for each calendar year, (2) 98.2% of our capital gain net income for the

one-year

period ending October 31 in that calendar year and (3) any ordinary income and net capital gains that we recognized in preceding years, but were not distributed during such years, and on which we paid no U.S. federal income tax (the “Excise Tax Avoidance Requirement”).

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In order to qualify as a RIC for U.S. federal income tax purposes, we must, among other things:

•

at all times during each taxable year, have in effect an election to be treated as a BDC under the 1940 Act;

•

derive in each taxable year at least 90% of our gross income from (a) dividends, interest, payments with respect to certain securities loans, gains from the sale of stock or other securities or currencies, or other income derived with respect to our business of investing in such stock, securities or currencies and (b) net income derived from an interest in a “qualified publicly traded partnership;” and

•

diversify our holdings so that at the end of each quarter of the taxable year:

•

at least 50% of the value of our assets consists of cash, cash equivalents, U.S. government securities, securities of other RICs, and other securities if such other securities of any one issuer do not represent more than 5% of the value of our assets or more than 10% of the outstanding voting securities of the issuer; and

•

no more than 25% of the value of our assets is invested in (i) the securities, other than U.S. government securities or securities of other RICs, of one issuer, (ii) the securities of two or more issuers that are controlled, as determined under applicable tax rules, by us and that are engaged in the same or similar or related trades or businesses or (iii) the securities of one or more “qualified publicly traded partnerships.”

We may be required to recognize taxable income in circumstances in which we do not receive cash. For example, if we hold debt obligations that are treated under applicable tax rules as having original issue discount (such as debt instruments with

payment-in-kind

(“PIK”) income or, in certain cases, increasing interest rates or debt instruments issued with warrants), we must include in income each year a portion of the original issue discount that accrues over the life of the obligation, regardless of whether cash representing such income is received by us in the same taxable year. Because any original issue discount accrued will be included in our investment company taxable income for the year of accrual, we may be required to make a distribution to our stockholders in order to satisfy the Annual Distribution Requirement, even though we will not have received any corresponding cash amount.

Because we may use debt financing, we will be subject to certain asset coverage ratio requirements under the 1940 Act and financial covenants under loan and credit agreements that could, under certain circumstances, restrict us from making distributions necessary to satisfy the Annual Distribution Requirement. If we are unable to obtain cash from other sources or are otherwise limited in our ability to make distributions, we could fail to qualify for RIC tax treatment and thus become subject to corporate-level U.S. federal income tax.

Certain of our investment practices may be subject to special and complex U.S. federal income tax provisions that may, among other things: (i) disallow, suspend or otherwise limit the allowance of certain losses or deductions; (ii) convert lower taxed long-term capital gain into higher taxed short-term capital gain or ordinary income; (iii) convert an ordinary loss or a deduction into a capital loss (the deductibility of which is more limited); (iv) cause us to recognize income or gain without a corresponding receipt of cash; (v) adversely affect the time as to when a purchase or sale of securities is deemed to occur; (vi) adversely alter the characterization of certain complex financial transactions; and (vii) produce income that will not be qualifying income for purposes of the 90% gross income test described above. We will monitor our transactions and may make certain tax elections in order to mitigate the potential adverse effect of these provisions.

Gain or loss realized by us from the sale or exchange of warrants acquired by us as well as any loss attributable to the lapse of such warrants generally will be treated as capital gain or loss. The treatment of such gain or loss as long-term or short-term will depend on how long we have held a particular warrant. Upon the exercise of a warrant acquired by us, our tax basis in the stock purchased under the warrant will equal the sum of the amount paid for the warrant plus the strike price paid on the exercise of the warrant.

Failure to Qualify as a Regulated Investment Company

If we were unable to qualify for treatment as a RIC, we would be subject to U.S. federal income tax on all of our taxable income at regular corporate rates. We would not be able to deduct distributions to stockholders, nor would distributions be required. Such distributions would be taxable to our stockholders as dividends and, provided certain holding period and other requirements were met, could qualify for treatment as “qualified dividend income” in the hands of

non-corporate

stockholders (and thus eligible for the current 20% maximum rate) to the extent of our current and accumulated earnings and profits. Subject to certain limitations under the Code, corporate distributees would be eligible for the dividends received deduction. Distributions in excess of our current and accumulated earnings and profits would be treated first as a return of capital to the extent of the stockholder’s tax basis, and any remaining distributions would be treated as a capital gain. To requalify as a RIC in a subsequent taxable year, we would be required to satisfy the RIC qualification requirements for that year and dispose of any earnings and profits from any year in which we failed to qualify as a RIC. Subject to a limited exception applicable to RICs that qualified as such under Subchapter M of the Code for at least one year prior to disqualification and that requalify as a RIC no later than the second year following the

non-qualifying

year, we could be subject to tax on any unrealized net

built-in

gains in the assets held by us during the period in which we failed to qualify as a RIC that are recognized within the subsequent 5 years, unless we made a special election to pay corporate-level U.S. federal income tax on such

built-in

gain at the time of our requalification as a RIC.

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Investment Advisory Fees

Pursuant to the Advisory Agreement, we have agreed to pay SLR Capital Partners a fee for investment advisory and management services consisting of two components — a base management fee and a performance-based incentive fee.

The base management fee is determined by taking the average value of the Company’s gross assets at the end of the two most recently completed calendar quarters calculated at an annual rate of 1.50% on gross assets up to 200% of the Company’s total net assets as of the immediately preceding quarter end and 1.00% on gross assets that exceed 200% of the Company’s total net assets as of the immediately preceding quarter end. For purposes of computing the base management fee, gross assets exclude temporary assets acquired at the end of each fiscal quarter for purposes of preserving investment flexibility in the next fiscal quarter. Temporary assets include, but are not limited to, U.S. treasury bills, other short-term U.S. government or government agency securities, repurchase agreements or cash borrowings.

The performance-based incentive fee has two parts, as follows: one is calculated and payable quarterly in arrears based on our

pre-incentive

fee net investment income for the immediately preceding calendar quarter. For this purpose,

pre-incentive

fee net investment income means interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that we receive from portfolio companies) accrued during the calendar quarter, minus our operating expenses for the quarter (including the base management fee, expenses payable under the Administration Agreement to SLR Capital Management, and any interest expense and dividend paid on any issued and outstanding preferred stock, but excluding the performance-based incentive fee).

Pre-incentive

fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with pay in kind income and zero coupon securities), accrued income that we have not yet received in cash.

Pre-incentive

fee net investment income does not include any realized capital gains, computed net of all realized capital losses or unrealized capital appreciation or depreciation.

Pre-incentive

fee net investment income, expressed as a rate of return on the value of our net assets at the end of the immediately preceding calendar quarter, is compared to a hurdle of 1.75% per quarter (7.00% annualized). Our net investment income used to calculate this part of the incentive fee is also included in the amount of our gross assets used to calculate the 1.50% base management fee. We pay SLR Capital Partners an incentive fee with respect to our

pre-incentive

fee net investment income in each calendar quarter as follows:

•

no performance-based incentive fee in any calendar quarter in which our

pre-incentive

fee net investment income does not exceed the hurdle of 1.75%;

•

100% of our

pre-incentive

fee net investment income with respect to that portion of such

pre-incentive

fee net investment income, if any, that exceeds the hurdle but is less than 2.1875% in any calendar quarter (8.75% annualized). We refer to this portion of our

pre-incentive

fee net investment income (which exceeds the hurdle but is less than 2.1875%) as the

“catch-up.”

The

“catch-up”

is meant to provide our investment adviser with 20% of our

pre-incentive

fee net investment income as if a hurdle did not apply if this net investment income exceeds 2.1875% in any calendar quarter; and

•

20% of the amount of our

pre-incentive

fee net investment income, if any, that exceeds 2.1875% in any calendar quarter (8.75% annualized) is payable to SLR Capital Partners (once the hurdle is reached and the

catch-up

is achieved, 20% of all

pre-incentive

fee investment income thereafter is allocated to SLR Capital Partners).

The following is a graphical representation of the calculation of the income-related portion of the performance-based incentive fee:

Quarterly Incentive Fee Based on Net Investment Income

Pre-incentive

fee net investment income

(expressed as a percentage of the value of net assets)

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Percentage of

pre-incentive

fee net investment income

allocated to SLR Capital Partners

These calculations are appropriately

pro-rated

for any period of less than three months. You should be aware that a rise in the general level of interest rates can be expected to lead to higher interest rates applicable to our debt investments. Accordingly, an increase in interest rates would make it easier for us to meet or exceed the incentive fee hurdle rate and may result in a substantial increase of the amount of incentive fees payable to our investment adviser with respect to

pre-incentive

fee net investment income.

The second part of the incentive fee is determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Advisory and Management Agreement, as of the termination date), and equals 20% of our realized capital gains, if any, on a cumulative basis from inception through the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees with respect to each of the investments in our portfolio.

Examples of Quarterly Incentive Fee Calculation

Example 1: Income Related Portion of Incentive Fee (*):

Alternative 1:

Assumptions

Investment income (including interest, dividends, fees, etc.) = 1.25%

Hurdle rate

(1)

= 1.75%

Management fee

(2)

= 0.375%

Other expenses (legal, accounting, custodian, transfer agent, etc.)

(3)

= 0.20%

Pre-incentive

fee net investment income

(investment income – (management fee + other expenses)) = 0.675%

Pre-incentive

net investment income does not exceed hurdle rate, therefore there is no incentive fee.

Alternative 2:

Assumptions

Investment income (including interest, dividends, fees, etc.) = 2.70%

Hurdle rate

(1)

= 1.75%

Management fee

(2)

= 0.375%

Other expenses (legal, accounting, custodian, transfer agent, etc.)

(3)

= 0.20%

Pre-incentive

fee net investment income

(investment income – (management fee + other expenses)) = 2.125%

Incentive fee = 100% ×

pre-incentive

fee net investment income, subject to the

“catch-up”

(4)

= 100% × (2.125% – 1.75%)

= 0.375%

Alternative 3:

Assumptions

Investment income (including interest, dividends, fees, etc.) = 3.00%

Hurdle rate

(1)

= 1.75%

Management fee

(2)

= 0.375%

Other expenses (legal, accounting, custodian, transfer agent, etc.)

(3)

= 0.20%

Pre-incentive

fee net investment income

(investment income – (management fee + other expenses)) = 2.425%

Incentive fee = 20% ×

pre-incentive

fee net investment income, subject to

“catch-up”

(4)

Incentive fee = 100% ×

“catch-up”

+ (20% ×

(pre-incentive

fee net investment income – 2.1875%))

Catch-up

= 2.1875% – 1.75%

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= 0.4375%

Incentive fee = (100% × 0.4375%) + (20% × (2.425% – 2.1875%))

= 0.4375% + (20% × 0.2375%)

= 0.4375% + 0.0475%

= 0.485%


(*)		The hypothetical amount of pre-incentive fee net investment income shown is based on a percentage of total net assets.
(1)		Represents 7% annualized hurdle rate.
(2)		Represents 1.50% annualized management fee.
(3)		Excludes organizational and offering expenses.
(4)		The “catch-up” provision is intended to provide our investment adviser with an incentive fee of 20% on all of our pre-incentive fee net investment income as if a hurdle rate did not apply when our net investment income exceeds 2.1875% in any calendar quarter.

Example 2: Capital Gains Portion of Incentive Fee:

Alternative 1:

Assumptions

•

Year 1: $20 million investment made in Company A (“Investment A”), and $30 million investment made in Company B (“Investment B”)

•

Year 2: Investment A sold for $50 million and fair market value (“FMV”) of Investment B was determined to be $32 million

•

Year 3: FMV of Investment B determined to be $25 million

•

Year 4: Investment B sold for $31 million

The capital gains portion of the incentive fee would be:

•

Year 1: None

•

Year 2: Capital gains incentive fee of $6 million ($30 million realized capital gains on the sale of Investment A multiplied by 20%)

•

Year 3: None

$5 million (20% multiplied by ($30 million cumulative capital gains less $5 million cumulative capital depreciation)) less $6 million (previous capital gains fee paid in Year 2)

•

Year 4: Capital gains incentive fee of $200,000

$6.2 million ($31 million cumulative realized capital gains multiplied by 20%) less $6 million (capital gains fee taken in Year 2)

Alternative 2:

Assumptions

•

Year 1: $20 million investment made in Company A (“Investment A”), $30 million investment made in Company B (“Investment B”) and $25 million investment made in Company C (“Investment C”)

•

Year 2: Investment A sold for $50 million, FMV of Investment B determined to be $25 million and FMV of Investment C determined to be $25 million

•

Year 3: FMV of Investment B determined to be $27 million and Investment C sold for $30 million

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•

Year 4: FMV of Investment B determined to be $24 million

•

Year 5: Investment B sold for $20 million

The capital gains incentive fee, if any, would be:

•

Year 1: None

•

Year 2: $5 million capital gains incentive fee

20% multiplied by $25 million ($30 million realized capital gains on Investment A less unrealized capital depreciation on Investment B)

•

Year 3: $1.4 million capital gains incentive fee

(1)

$6.4 million (20% multiplied by $32 million ($35 million cumulative realized capital gains less $3 million unrealized capital depreciation)) less $5 million capital gains fee received in Year 2

•

Year 4: None

•

Year 5: None

$5 million (20% multiplied by $25 million (cumulative realized capital gains of $35 million less realized capital losses of $10 million)) less $6.4 million cumulative capital gains fee paid in Year 2 and Year 3

(1)

As illustrated in Year 3 of Alternative 2 above, if the Company were to be wound up on a date other than December 31 of any year, the Company may have paid aggregate capital gain incentive fees that are more than the amount of such fees that would be payable if the Company had been wound up on December 31 of such year.

Payment of Our Expenses

All investment professionals of the investment adviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services, and the compensation and routine overhead expenses of such personnel allocable to such services, are provided and paid for by SLR Capital Partners. We bear all other costs and expenses of our operations and transactions, including (without limitation):

•

the cost of our organization and public offerings;

•

the cost of calculating our net asset value, including the cost of any third-party valuation services;

•

the cost of effecting sales and repurchases of our shares and other securities;

•

interest payable on debt, if any, to finance our investments;

•

fees payable to third parties relating to, or associated with, making investments, including fees and expenses associated with performing due diligence reviews of prospective investments and advisory fees;

•

transfer agent and custodial fees;

•

fees and expenses associated with marketing efforts;

•

federal and state registration fees, any stock exchange listing fees;

•

federal, state and local taxes;

•

independent directors’ fees and expenses;

•

brokerage commissions;

•

fidelity bond, directors and officers errors and omissions liability insurance and other insurance premiums;

•

direct costs and expenses of administration, including printing, mailing, long distance telephone and staff;

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•

fees and expenses associated with independent audits and outside legal costs;

•

costs associated with our reporting and compliance obligations under the 1940 Act and applicable federal and state securities laws; and

•

all other expenses incurred by either SLR Capital Management or us in connection with administering our business, including payments under the Administration Agreement that will be based upon our allocable portion of overhead and other expenses incurred by SLR Capital Management in performing its obligations under the Administration Agreement, including rent, the fees and expenses associated with performing compliance functions, and our allocable portion of the costs of compensation and related expenses of our chief compliance officer and our chief financial officer and their respective staffs.

Available Information

The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that site is

(http://www.sec.gov)

Our internet address is

www.slrinvestmentcorp.com

. We make available free of charge on our website our annual report on

Form 10-K,

quarterly reports on

Form 10-Q,

current reports on

Form 8-K

and amendments to those reports as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Information contained on our website is not incorporated by reference into this annual report on

Form 10-K,

and you should not consider information contained on our website to be part of this annual report on

Form 10-K.

Item 1A. Risk Factors

Before you invest in our securities, you should be aware of various risks, including those described below. You should carefully consider these risk factors, together with all of the other information included in this annual report

on Form 10-K before you

decide whether to make an investment in our securities. The risks described in this document and set out below are not the only risks we face. If any of the following events occur, our business, financial condition and results of operations could be materially adversely affected. In such case, our net asset value and the trading price of our common stock could decline or the value of our preferred stock, debt securities, subscription rights or warrants may decline, and you may lose all or part of your investment.

SUMMARY RISK FACTORS

Risks Relating to Our Investments

•

We operate in a highly competitive market for investment opportunities.

•

Our investments are very risky and highly speculative.

•

The lack of liquidity in our investments may make it difficult for us to dispose of our investments at a favorable price, which may adversely affect our ability to meet our investment objectives.

•

Our portfolio may be concentrated in a limited number of portfolio companies and industries, which will subject us to a risk of significant loss if any of these companies performs poorly or defaults on its obligations under any of its debt instruments or if there is a downturn in a particular industry.

•

Economic sanction laws in the United States and other jurisdictions may prohibit us and our affiliates from transacting with certain countries, individuals and companies.

•

If we cannot obtain additional capital because of either regulatory or market price constraints, we could be forced to curtail or cease our new lending and investment activities, our net asset value could decrease and our level of distributions and liquidity could be affected adversely.

•

We may suffer a loss if a portfolio company defaults on a loan and the underlying collateral is not sufficient.

•

Prepayments of our debt investments by our portfolio companies could adversely impact our results of operations and reduce our return on equity.

•

We may be exposed to higher risks with respect to our investments that include original issue discount or PIK interest.

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Risks Relating to an Investment in Our Securities

•

Our shares may trade at a substantial discount from net asset value and may continue to do so over the long term.

•

Our common stock price may be volatile and may decrease substantially.

•

Our business and operation could be negatively affected if we become subject to any securities litigation or shareholder activism, which could cause us to incur significant expense, hinder execution of investment strategy and impact our stock price.

•

If the current period of capital market disruption and instability continues for an extended period of time, there is a risk that investors in our equity securities may not receive distributions consistent with historical levels or at all or that our distributions may not grow over time and a portion of our distributions may be a return of capital.

•

Due to disruptions in the economy, we may reduce or defer our dividends and choose to incur U.S. federal excise tax in order to preserve cash and maintain flexibility.

•

We may choose to pay distributions in our own common stock, in which case our stockholders may be required to pay U.S. federal income taxes in excess of the cash distributions they receive.

•

Sales of substantial amounts of our common stock in the public market may have an adverse effect on the market price of our common stock.

•

The net asset value per share of our common stock may be diluted if we issue or sell shares of our common stock at prices below the then current net asset value per share of our common stock or securities to subscribe for or convertible into shares of our common stock.

•

To the extent we use debt or preferred stock to finance our investments, changes in interest rates will affect our cost of capital and net investment income.

Risks Relating to Our Business and Structure

•

We are dependent upon SLR Capital Partners’ key personnel for our future success.

•

Our business model depends to a significant extent upon strong referral relationships with financial sponsors, and the inability of the senior investment professionals of our Investment Adviser to maintain or develop these relationships, or the failure of these relationships to generate investment opportunities, could adversely affect our business.

•

Our financial condition and results of operations will depend on SLR Capital Partners’ ability to manage our future growth effectively by identifying, investing in and monitoring companies that meet our investment criteria.

•

We may need to raise additional capital to grow because we must distribute most of our income.

•

Any failure on our part to maintain our status as a BDC would reduce our operating flexibility and we may be limited in our investment choices as a BDC.

•

Regulations governing our operation as a BDC affect our ability to, and the way in which we will, raise additional capital. As a BDC, the necessity of raising additional capital may expose us to risks, including the typical risks associated with leverage.

•

We have and will continue to borrow money, which would magnify the potential for loss on amounts invested and may increase the risk of investing in us.

•

It is likely that the terms of any current or future long-term or revolving credit or warehouse facility we may enter into in the future could constrain our ability to grow our business.

•

There will be uncertainty as to the value of our portfolio investments, which may impact our net asset value.

•

There are significant potential conflicts of interest, including SLR Capital Partners’ management of other investment funds such as SCP Private Credit Income BDC LLC, SLR HC BDC LLC, and SLR Private Credit BDC II LLC, which could impact our investment returns, and an investment in SLR Investment Corp. is not an investment in SCP Private Credit Income BDC LLC, SLR HC BDC LLC, or SLR Private Credit BDC II LLC.

•

We may be obligated to pay our Investment Adviser incentive compensation even if we incur a loss.

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•

Our incentive fee may induce SLR Capital Partners to pursue speculative investments.

•

We may become subject to corporate-level U.S. federal income tax if we are unable to qualify and maintain our qualification for tax treatment as a regulated investment company under Subchapter M of the Code.


•		The failure in cyber security systems, as well as the occurrence of events unanticipated in our disaster recovery systems and management continuity planning could impair our ability to conduct business effectively.

•		Our business is subject to increasingly complex corporate governance, public disclosure and accounting requirements that could adversely affect our business and financial results.

RISK FACTORS

Risks Relating to Our Investments

We operate in a highly competitive market for investment opportunities.

A number of entities compete with us to make the types of investments that we target in leveraged companies. We compete with other BDCs, public and private funds, commercial and investment banks, commercial financing companies and, to the extent they provide an alternative form of financing, private equity funds. Many of our competitors are substantially larger and have considerably greater financial, technical and marketing resources than we do. For example, some competitors may have a lower cost of funds and access to funding sources that are not available to us. In addition, some of our competitors may have higher risk tolerances or different risk assessments than we have, which could allow them to consider a wider variety of investments and establish more relationships and offer better pricing and a more flexible structure than we are able to do. Furthermore, many of our potential competitors are not subject to the regulatory restrictions that the 1940 Act imposes on us as a BDC. If we are unable to source attractive investments, we may hold a greater percentage of our assets in cash and cash equivalents than anticipated, which could impact potential returns on our portfolio. We cannot assure you that the competitive pressures we face will not have a material adverse effect on our business, financial condition and results of operations. Also, as a result of this competition, we may not be able to take advantage of attractive investment opportunities from time to time, and we can offer no assurance that we will be able to identify and make investments that are consistent with our investment objective.

Participants in our industry compete on several factors, including price, flexibility in transaction structure, customer service, reputation, market knowledge and speed in decision-making. We do not seek to compete primarily based on the interest rates we will offer, and we believe that some of our competitors may make loans with interest rates that will be comparable to or lower than the rates we offer. We may lose investment opportunities if we do not match our competitors’ pricing, terms and structure. However, if we match our competitors’ pricing, terms and structure, we may experience decreased net interest income and increased risk of credit loss.

Our investments are very risky and highly speculative.

We invest primarily in leveraged middle-market companies in the form of senior secured loans, financing leases and to a lesser extent, unsecured loans and equity securities.

Senior Secured Loans.

When we make a senior secured term loan investment in a portfolio company, we generally take a security interest in the available assets of the portfolio company, including the equity interests of its subsidiaries, which we expect to help mitigate the risk that we will not be repaid. However, there is a risk that the collateral securing our loans may decrease in value over time, may be difficult to sell in a timely manner, may be difficult to appraise and may fluctuate in value based upon the success of the business and market conditions, including as a result of the inability of the portfolio company to raise additional capital, and, in some circumstances, our lien could be subordinated to claims of other creditors. In addition, deterioration in a portfolio company’s financial condition and prospects, including its inability to raise additional capital, may be accompanied by deterioration in the value of the collateral for the loan. Consequently, the fact that a loan is secured does not guarantee that we will receive principal and interest payments according to the loan’s terms, or at all, or that we will be able to collect on the loan should we be forced to enforce our remedies.

Unsecured Loans and Preferred Securities.

Our unsecured and preferred investments are generally subordinated to senior loans and are generally unsecured. As such, other creditors may rank senior to us in the event of an insolvency. This may result in an above average amount of risk and loss of principal.

Equity Investments.

When we invest in senior secured loans, unitranche loans, unsecured loans or preferred securities, we may acquire common equity securities as well. In certain other unique circumstances we may also make equity investments in businesses that make senior loans and/or leases, such as our investments in Kingsbridge Holdings, LLC, SLR Credit Solutions, SLR Equipment

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Finance, SLR Business Credit and SLR Healthcare ABL. In addition, we may invest directly in the equity securities of portfolio companies without limitation as to market capitalization. For instance, we may invest in thinly traded companies, the prices of which may be subject to erratic market movement. Our goal is ultimately to exit such equity interests and realize gains upon our disposition of such interests. However, the equity interests we receive may not appreciate in value and, in fact, may decline in value. Accordingly, we may not be able to realize gains from our equity interests, and any gains that we do realize on the disposition of any equity interests may not be sufficient to offset any other losses we experience.

In addition, investing in middle-market companies involves a number of significant risks, including:

•

these companies may have limited financial resources and may be unable to meet their obligations under their debt securities that we hold, which may be accompanied by a deterioration in the value of any collateral and a reduction in the likelihood of us realizing any guarantees we may have obtained in connection with our investment;

•

they typically have shorter operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render them more vulnerable to competitors’ actions and market conditions, as well as general economic downturns;

•

they are more likely to depend on the management talents and efforts of a small group of persons; therefore, the death, disability, resignation or termination of one or more of these persons could have a material adverse impact on our portfolio company and, in turn, on us;

•

they generally have less predictable operating results, may from time to time be parties to litigation, may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence, and may require substantial additional capital to support their operations, finance expansion or maintain their competitive position. In addition, our executive officers, directors and our Investment Adviser may, in the ordinary course of business, be named as defendants in litigation arising from our investments in the portfolio companies; and

•

they may have difficulty accessing the capital markets to meet future capital needs, which may limit their ability to grow or to repay their outstanding indebtedness upon maturity.

The lack of liquidity in our investments may make it difficult for us to dispose of our investments at a favorable price, which may adversely affect our ability to meet our investment objectives.

We generally make investments in private companies. We invest and expect to continue investing in companies whose securities have no established trading market and whose securities are and will be subject to legal and other restrictions on resale or whose securities are and will be less liquid than are publicly-traded securities. Investments purchased by us that are liquid at the time of purchase may subsequently become illiquid due to events relating to the issuer of the investments, market events, economic conditions or investor perceptions. The illiquidity of our investments may make it difficult for us to sell such investments if the need arises. In addition, if we are required to liquidate all or a portion of our portfolio quickly, we may realize significantly less than the value at which we have previously recorded our investments. As a result, we do not expect to achieve liquidity in our investments in the near-term. However, to maintain our qualification as a BDC and as a RIC, we may have to dispose of investments if we do not satisfy one or more of the applicable criteria under the respective regulatory frameworks. Domestic and foreign markets are complex and interrelated, so that events in one sector of the world markets or economy, or in one geographical region, can reverberate and have materially negative consequences for other markets, economic or regional sectors in a manner that may not be foreseen and which may negatively impact the liquidity of our investments and materially harm our business. In addition, we may face other restrictions on our ability to liquidate an investment in a portfolio company to the extent that we

have material non-public information regarding

such portfolio company.

Our portfolio may be concentrated in a limited number of portfolio companies and industries. For example, as of December 31, 2022, our investments in SLR Credit Solutions, Kingsbridge Holdings, LLC and SLR Equipment Finance comprised 11.4%, 9.0% and 5.0%, respectively, of our total assets and our investments in diversified financial services and multi-sector holdings industries comprised 18.2% and 14.4%, respectively, of our total assets. Beyond the asset diversification requirements associated with our qualification as a RIC under Subchapter M of the Code, we do not have fixed guidelines for diversification, and while we are not targeting any specific industries, our investments may be concentrated in relatively few industries or portfolio companies. As a result, the aggregate returns we realize may be significantly adversely affected if a small number of investments perform poorly or if we need to write down the value of any one investment. Additionally, a downturn in any particular industry in which we are invested could also significantly impact the aggregate returns we realize.

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Our investments in securities rated below investment grade are speculative in nature and are subject to additional risk factors such as the increased possibility of default, illiquidity of the security, and changes in value based on changes in interest rates.

The securities that we invest in are typically rated below investment grade. Securities rated below investment grade are speculative and are often referred to as “leveraged loans,” “high yield” or “junk” securities, and may be considered “high risk” compared to debt instruments that are rated investment grade. High yield securities are regarded as having predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal in accordance with the terms of the obligations and involve major risk exposure to adverse conditions. In addition, high yield securities generally offer a higher current yield than that available from higher grade issues, but typically involve greater risk. These securities are especially sensitive to adverse changes in general economic conditions, to changes in the financial condition of their issuers and to price fluctuation in response to changes in interest rates. During periods of economic downturn or rising interest rates, such as the current economic period, issuers of below investment grade instruments may experience financial stress that could adversely affect their ability to make payments of principal and interest and increase the possibility of default. The secondary market for high yield securities may not be as liquid as the secondary market for more highly rated securities. In addition, many of our debt investments will not fully amortize during their lifetime, which means that a borrower may be unable to payoff its debt due to bankruptcy or other reasons and therefore

we may write-off such debt

investment prior to its scheduled maturity. Upon such an occurrence, we may realize a loss or a substantial amount of unpaid principal and interest due upon maturity.

Price declines and illiquidity in the corporate debt markets have adversely affected, and may continue to adversely affect, the fair value of our portfolio investments, reducing our net asset value through increased net unrealized depreciation. Any unrealized depreciation that we experience on our loan portfolio may be an indication of future realized losses, which could reduce our income available for distribution and could adversely affect our ability to service our outstanding borrowings.

As a BDC, we are required to carry our investments at market value or, if no market value is ascertainable, at fair value as determined in good faith by or under the direction of our board of directors. Decreases in the market values or fair values of our investments are recorded as unrealized depreciation. Any unrealized depreciation in our loan portfolio could be an indication of a portfolio company’s inability to meet its repayment obligations to us with respect to the affected loans. This could result in realized losses in the future and ultimately in reductions of our income available for distribution in future periods and could materially adversely affect our ability to service our outstanding borrowings. Depending on market conditions, we could incur substantial losses in future periods, which could further reduce our net asset value and have a material adverse impact on our business, financial condition and results of operations.

Economic sanction laws in the United States and other jurisdictions may prohibit us and our affiliates from transacting with certain countries, individuals and companies.

Economic sanction laws in the United States and other jurisdictions may prohibit us or our affiliates from transacting with certain countries, individuals and companies. In the United States, the U.S. Department of the Treasury’s Office of Foreign Assets Control administers and enforces laws, executive orders and regulations establishing U.S. economic and trade sanctions, which prohibit, among other things, transactions with, and the provision of

services to, certain non-U.S. countries, territories, entities

and individuals. These types of sanctions may significantly restrict or completely prohibit investment activities in certain jurisdictions, and if we, our portfolio companies or other issuers in which we invest were to violate any such laws or regulations, we may face significant legal and monetary penalties.

The Foreign Corrupt Practices Act, or FCPA, and other anti-corruption laws and regulations, as well as anti-boycott regulations, may also apply to and restrict our activities, our portfolio companies and other issuers of our investments. If an issuer or we were to violate any such laws or regulations, such issuer or we may face significant legal and monetary penalties. The U.S. government has indicated that it is particularly focused on FCPA enforcement, which may increase the risk that an issuer or us becomes the subject of such actual or threatened enforcement. In addition, certain commentators have suggested that private investment firms and the funds that they manage may face increased scrutiny and/or liability with respect to the activities of their underlying portfolio companies. As such, a violation of the FCPA or other applicable regulations by us or an issuer of our portfolio investments could have a material adverse effect on us. We are committed to complying with the FCPA and other anti-corruption laws and regulations, as well as anti-boycott regulations, to which it is subject. As a result, we may be adversely affected because of our unwillingness to enter into transactions that violate any such laws or regulations.

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Our ability to secure additional financing and satisfy our financial obligations under indebtedness outstanding from time to time will depend upon our future operating performance, which is subject to the prevailing general economic and credit market conditions, including interest rate levels and the availability of credit generally, and financial, business and other factors, many of which are beyond our control. The worsening of current economic and capital market conditions could have a material adverse effect on our ability to secure financing on favorable terms, if at all.

If we are unable to obtain debt capital, then our equity investors will not benefit from the potential for increased returns on equity resulting from leverage to the extent that our investment strategy is successful and we may be limited in our ability to make new commitments or fundings to our portfolio companies.

We may suffer a loss if a portfolio company defaults on a loan and the underlying collateral is not sufficient.

In the event of a default by a portfolio company on a secured loan, we will only have recourse to the assets collateralizing the loan. If the underlying collateral value is less than the loan amount, we will suffer a loss. In addition, we sometimes make loans that are unsecured, which are subject to the risk that other lenders may be directly secured by the assets of the portfolio company. In the event of a default, those collateralized lenders would have priority over us with respect to the proceeds of a sale of the underlying assets. In cases described above, we may lack control over the underlying asset collateralizing our loan or the underlying assets of the portfolio company prior to a default, and as a result the value of the collateral may be reduced by acts or omissions by owners or managers of the assets.

In the event of bankruptcy of a portfolio company, we may not have full recourse to its assets in order to satisfy our loan, or our loan may be subject to equitable subordination. In addition, certain of our loans are subordinate to other debt of the portfolio company. If a portfolio company defaults on our loan or on debt senior to our loan, or in the event of a portfolio company bankruptcy, our loan will be satisfied only after the senior debt receives payment. Where debt senior to our loan exists, the presence of inter-creditor arrangements may limit our ability to amend our loan documents, assign our loans, accept prepayments, exercise our remedies (through “standstill” periods) and control decisions made in bankruptcy proceedings relating to the portfolio company. Bankruptcy and portfolio company litigation can significantly increase collection losses and the time needed for us to acquire the underlying collateral in the event of a default, during which time the collateral may decline in value, causing us to suffer further losses.

If the value of the collateral underlying our loan declines or interest rates increase during the term of our loan, a portfolio company may not be able to obtain the necessary funds to repay our loan at maturity through refinancing. Decreasing collateral value and/or periods of increasing interest rates, such as the current economic period, may hinder a portfolio company’s ability to refinance our loan because the underlying collateral cannot satisfy the debt service coverage requirements necessary to obtain new financing. If a borrower is unable to repay our loan at maturity, we could suffer a loss which may adversely impact our financial performance.

The business, financial condition and results of operations of our portfolio companies could be adversely affected by worldwide economic conditions, as well as political and economic conditions in the countries in which they conduct business.

The business and operating results of our portfolio companies may be impacted by worldwide economic conditions, such as the economic impact that

the COVID-19 pandemic

and the Russian invasion of Ukraine have imposed, and may continue to impose, on the U.S. and worldwide economy. Any deterioration of general economic conditions may lead to significant declines in corporate earnings or loan performance, and the ability of corporate borrowers to service their debt, any of which could trigger a period of global economic slowdown, and have an adverse impact on our performance and financial results, and the value and the liquidity of our investments. In an economic downturn, we could

have non-performing assets

or an increase

in non-performing assets,

and we would anticipate that the value of our portfolio would decrease during these periods. For instance, concerns of economic slowdown in China and other emerging markets and signs of deteriorating sovereign debt conditions in Europe could lead to disruption and instability in the global financial markets. The significant debt in the United States and European countries is expected to hinder growth in those countries for the foreseeable future. In the future, the U.S. government may not be able to meet its debt payments unless the federal debt ceiling is raised. If legislation increasing the debt ceiling is not enacted, as needed, and the debt ceiling is reached, the U.S. federal government may stop or delay making payments on its obligations. Any default by the U.S. government on its obligations or any prolonged U.S. government shutdown could negatively impact the U.S. economy and our portfolio companies. Multiple factors relating to the international operations of some of our portfolio companies and to particular countries in which they operate could negatively impact their business, financial condition and results of operations.

Some of the products of our portfolio companies are developed, manufactured, assembled, tested or marketed outside the United States. Any conflict or uncertainty in these countries, including due to natural disasters, public health concerns (including

the global COVID-19 pandemic), political

unrest or safety concerns, could harm their business, financial condition and results of operations. In addition, if the government of any country in which their products are developed, manufactured or sold sets technical or regulatory standards for products developed or manufactured in or imported into their country that are not widely shared, it may lead some of their customers to suspend imports of their products into that country, require manufacturers or developers in that country to manufacture or develop products with different technical or regulatory standards and disrupt cross-border manufacturing, marketing or business relationships which, in each case, could harm their businesses.

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Our failure

to make follow-on investments in

our portfolio companies could impair the value of our portfolio.

Following an initial investment in a portfolio company, we may make additional investments in that portfolio

company as “follow-on” investments, in

order to: (i) increase or maintain in whole or in part our ownership percentage; (ii) exercise warrants, options or convertible securities that were acquired in the original or subsequent financing; or (iii) attempt to preserve or enhance the value of our investment. We may elect not

to make follow-on investments or

otherwise lack sufficient funds to make those investments. We will have the discretion to

make any follow-on investments, subject

to the availability of capital resources. The failure

to make follow-on investments may,

in some circumstances, jeopardize the continued viability of a portfolio company and our initial investment, or may result in a missed opportunity for us to increase our participation in a successful operation. Even if we have sufficient capital to make

a desired follow-on investment, we

may elect not to

make a follow-on investment because

we may not want to increase our concentration of risk, either because we prefer other opportunities or because we are subject to BDC requirements that would

prevent such follow-on investments or

the desire to maintain our RIC tax treatment.

Where we do not hold controlling equity interests in our portfolio companies, we may not be in a position to exercise control over our portfolio companies or to prevent decisions by management of our portfolio companies that could decrease the value of our investments.

Although we hold controlling equity positions in some of our portfolio companies, we do not currently hold controlling equity positions in the majority of our portfolio companies. As a result, we are subject to the risk that a portfolio company in which we do not have a controlling interest may make business decisions with which we disagree, and that the management and/or stockholders of such portfolio company may take risks or otherwise act in ways that are adverse to our interests. Due to the lack of liquidity of the debt and equity investments that we typically hold in our portfolio companies, we may not be able to dispose of our investments in the event we disagree with the actions of a portfolio company and may therefore suffer a decrease in the value of our investments.

Prepayments of our debt investments by our portfolio companies could adversely impact our results of operations and reduce our return on equity.

We are subject to the risk that the investments we make in our portfolio companies may be prepaid prior to maturity. When this occurs, we may reduce our borrowings outstanding or reinvest these proceeds in temporary investments, pending their future investment in new portfolio companies. These temporary investments, if any, will typically have substantially lower yields than the debt investment being prepaid and we could experience significant delays in reinvesting these amounts. Any future investment in a new portfolio company may also be at lower yields than the debt investment that was prepaid. As a result, our results of operations could be materially adversely affected if one or more of our portfolio companies elect to prepay amounts owed to us. Additionally, prepayments could negatively impact our return on equity, which could result in a decline in the market price of our common stock.

We may choose to waive or defer enforcement of covenants in the debt securities held in our portfolio, which may cause us to lose all or part of our investment in these companies.

We structure the debt investments in our portfolio companies to include business and financial covenants placing affirmative and negative obligations on the operation of the company’s business and its financial condition. However, from time to time we may elect to waive breaches of these covenants, including our right to payment, or waive or defer enforcement of remedies, such as acceleration of obligations or foreclosure on collateral, depending upon the financial condition and prospects of the particular portfolio company. These actions may reduce the likelihood of our receiving the full amount of future payments of interest or principal and be accompanied by a deterioration in the value of the underlying collateral as many of these companies may have limited financial resources, may be unable to meet future obligations and may go bankrupt. This could negatively impact our ability to pay distributions, could adversely affect our results of operation and financial condition and cause the loss of all or part of your investment.

In addition, some of the loans in which we may invest may be “covenant-lite” loans. We use the term “covenant-lite” loans to refer generally to loans that do not have a complete set of financial maintenance covenants.

Generally, “covenant-lite” loans provide borrower companies more freedom to negatively impact lenders because their covenants are incurrence-based, which means they are only tested and can only be breached following an affirmative action of the borrower, rather than by a deterioration in the borrower’s financial condition. Accordingly, to the extent we invest in “covenant-lite” loans, we may have fewer rights against a borrower and may have a greater risk of loss on such investments as compared to investments in or exposure to loans with financial maintenance covenants.

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Our loans could be subject to equitable subordination by a court which would increase our risk of loss with respect to such loans.

Courts may apply the doctrine of equitable subordination to subordinate the claim or lien of a lender against a borrower to claims or liens of other creditors of the borrower, when the lender or its affiliates is found to have engaged in unfair, inequitable or fraudulent conduct. The courts have also applied the doctrine of equitable subordination when a lender or its affiliates is found to have exerted inappropriate control over a client, including control resulting from the ownership of equity interests in a client. We have made direct equity investments or received warrants in connection with loans. Payments on one or more of our loans, particularly a loan to a client in which we may also hold an equity interest, may be subject to claims of equitable subordination. If we were deemed to have the ability to control or otherwise exercise influence over the business and affairs of one or more of our portfolio companies resulting in economic hardship to other creditors of that company, this control or influence may constitute grounds for equitable subordination and a court may treat one or more of our loans as if it were unsecured or common equity in the portfolio company. In that case, if the portfolio company were to liquidate, we would be entitled to repayment of our loan

on a pro-rata basis with

other unsecured debt or, if the effect of subordination was to place us at the level of common equity, then on an equal basis with other holders of the portfolio company’s common equity only after all of its obligations relating to its debt and preferred securities had been satisfied.

An investment strategy focused primarily on privately held companies presents certain challenges, including the lack of available information about these companies, a dependence on the talents and efforts of only a few key portfolio company personnel and a greater vulnerability to economic downturns.

We invest primarily in privately held companies. Generally, little public information exists about these companies, and we are required to rely on the ability of SLR Capital Partners’ investment professionals to obtain adequate information to evaluate the potential returns from investing in these companies. If we are unable to uncover all material information about these companies, we may not make a fully informed investment decision, and we may lose money on our investments. Also, smaller privately held companies frequently have less diverse product lines and smaller market presence than larger competitors. These factors could adversely affect our investment returns as compared to companies investing primarily in the securities of public companies.

Our portfolio companies may incur debt that ranks equally with, or senior to, our investments in such companies.

We invest primarily in leveraged middle-market companies in the form of senior secured loans, financing leases and to a lesser extent, unsecured loans and equity securities. Our portfolio companies typically have, or may be permitted to incur, other debt that ranks equally with, or senior to, the debt securities in which we invest. By their terms, such debt instruments may provide that the holders are entitled to receive payment of interest or principal on or before the dates on which we are entitled to receive payments in respect of the debt securities in which we invest. Also, in the event of insolvency, liquidation, dissolution, reorganization or bankruptcy of a portfolio company, holders of debt instruments ranking senior to our investment in that portfolio company would typically be entitled to receive payment in full before we receive any distribution in respect of our investment. After repaying such senior creditors, such portfolio company may not have any remaining assets to use for repaying its obligation to us. In the case of debt ranking equally with debt securities in which we invest, we would have to share on an equal basis any distributions with other creditors holding such debt in the event of an insolvency, liquidation, dissolution, reorganization or bankruptcy of the relevant portfolio company. Any such limitations on the ability of our portfolio companies to make principal or interest payments to us, if at all, may reduce our net asset value and have a negative material adverse impact to our business, financial condition and results of operation.

Our investments in foreign securities may involve significant risks in addition to the risks inherent in U.S. investments.

Our investment strategy contemplates potential investments in debt securities of foreign companies, including emerging market companies. Investing in foreign companies may expose us to additional risks not typically associated with investing in U.S. companies. These risks include changes in exchange control regulations, political and social instability, expropriation, imposition of foreign taxes, less liquid markets and less available information than is generally the case in the United States, higher transaction costs, less government supervision of exchanges, brokers and issuers, less developed bankruptcy laws, difficulty in enforcing contractual obligations, lack of uniform accounting and auditing standards and greater price volatility. These risks may be more pronounced for portfolio companies located or operating primarily in emerging markets, whose economies, markets and legal systems may be less developed.

Although most of our investments will be U.S. dollar-denominated, any investments denominated in a foreign currency will be subject to the risk that the value of a particular currency will change in relation to one or more other currencies. Among the factors that may affect currency values are trade balances, the level of short-term interest rates, differences in relative values of similar assets in different currencies, long-term opportunities for investment and capital appreciation, and political developments. We may employ hedging techniques to minimize these risks, but we can offer no assurance that we will, in fact, hedge currency risk, or that if we do, such strategies will be effective.

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We may expose ourselves to risks if we engage in hedging transactions.

If we engage in hedging transactions, we may expose ourselves to risks associated with such transactions. We may utilize instruments such as forward contracts, currency options and interest rate swaps, caps, collars and floors to seek to hedge against fluctuations in the relative values of our portfolio positions from changes in currency exchange rates and market interest rates. Hedging against a decline in the values of our portfolio positions does not eliminate the possibility of fluctuations in the values of such positions or prevent losses if the values of such positions decline. However, such hedging can establish other positions designed to gain from those same developments, thereby offsetting the decline in the value of such portfolio positions. Such hedging transactions may also limit the opportunity for gain if the values of the underlying portfolio positions should increase. It may not be possible to hedge against an exchange rate or interest rate fluctuation that is so generally anticipated that we are not able to enter into a hedging transaction at an acceptable price.

The success of our hedging transactions will depend on our ability to correctly predict movements in currencies and interest rates. Therefore, while we may enter into such transactions to seek to reduce currency exchange rate and interest rate risks, unanticipated changes in currency exchange rates or interest rates may result in poorer overall investment performance than if we had not engaged in any such hedging transactions. In addition, the degree of correlation between price movements of the instruments used in a hedging strategy and price movements in the portfolio positions being hedged may vary. Moreover, for a variety of reasons, we may not seek to establish a perfect correlation between such hedging instruments and the portfolio holdings being hedged. Any such imperfect correlation may prevent us from achieving the intended hedge and expose us to risk of loss. In addition, it may not be possible to hedge fully or perfectly against currency fluctuations affecting the value of securities

denominated in non-U.S. currencies because

the value of those securities is likely to fluctuate as a result of factors not related to currency fluctuations. To the extent we engage in hedging transactions, we also face the risk that counterparties to the derivative instruments we hold may default, which may expose us to unexpected losses from positions where we believed that our risk had been appropriately hedged.

Our Investment Adviser may not be able to achieve the same or similar returns as those achieved for other funds it currently manages or by our senior investment professionals while they were employed at prior positions.

Our Investment Adviser manages other funds, including other BDCs, and may manage other entities in the future. The track record and achievements of these other entities are not necessarily indicative of future results that will be achieved by our Investment Adviser because these other entities may have investment objectives and strategies that differ from ours. Additionally, although in the past our senior investment professionals held senior positions at a number of investment firms, their track record and achievements are not necessarily indicative of future results that will be achieved by our Investment Adviser. In their roles at such other firms, our senior investment professionals were part of investment teams, and they were not solely responsible for generating investment ideas. In addition, such investment teams arrived at investment decisions by consensus.

We may be exposed to higher risks with respect to our investments that include original issue discount or PIK interest.

Zero-coupon bonds pay interest only at maturity rather than at intervals during the life of the security. Deferred interest rate bonds generally provide for a period of delay before the regular payment of interest begins. PIK securities are debt obligations that pay “interest” in the form of other debt obligations, instead of in cash. Each of these instruments

is normally issued and traded at a deep discount from face value. Zero-coupon bonds, deferred interest rate bonds and PIKs allow an issuer to avoid or delay the need to generate cash to meet current interest payments and, as a result, may involve greater credit risk than bonds that pay interest currently or in cash. In addition, such investments experience greater volatility in market value due to changes in interest rates than debt obligations that provide for regular payments of interest.

To the extent we invest in original issue discount instruments, including PIK, zero coupon bonds, and debt securities with attached warrants, investors will be exposed to the risks associated with the inclusion of

such non-cash income

in taxable and accounting income prior to receipt of cash, including the following:

•

The interest payments deferred on a PIK loan are subject to the risk that the borrower may default when the deferred payments are due in cash at the maturity of the loan;

•

The interest rates on PIK loans are higher to reflect the time-value of money on deferred interest payments and the higher credit risk of borrowers who may need to defer interest payments;

•

PIK instruments may have unreliable valuations because the accruals require judgments about ultimate collectability of the deferred payments and the value of the associated collateral;

•

An election to defer PIK income payments by adding them to principal increases our gross assets and, thus, increases future base fees to the Investment Adviser and, because income payments will then be payable on a larger principal amount, the PIK election also increases the Investment Adviser’s future income incentive fees at a compounding rate;

•

Market prices of original issue discount instruments are more volatile because they are affected to a greater extent by interest rate changes than instruments that pay interest periodically in cash;

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•

The deferral of interest on a PIK loan increases

its loan-to-value ratio,

which is a measure of the riskiness of a loan; and

•

Original issue discount creates the risk

of non-refundable cash

payments to the Investment Adviser based

on non-cash accruals

that may never be realized.

Risks Relating to an Investment in Our Securities

Our shares may trade at a substantial discount from net asset value and may continue to do so over the long term.

Shares of BDCs may trade at a market price that is less than the net asset value that is attributable to those shares. The possibility that our shares of common stock will trade at a substantial discount from net asset value over the long term is separate and distinct from the risk that our net asset value will decrease. We cannot predict whether shares of our common stock will trade above, at or below our net asset value in the future. If our common stock trades below its net asset value, we will generally not be able to issue additional shares or sell our common stock at its market price without first obtaining the approval for such issuance from our stockholders and our independent directors. If additional funds are not available to us, we could be forced to curtail or cease our new lending and investment activities, and our net asset value could decrease and our level of distributions could be impacted.

Our common stock price may be volatile and may decrease substantially.

The trading price of our common stock may fluctuate substantially. The price of our common stock that will prevail in the market may be higher or lower than the price you pay, depending on many factors, some of which are beyond our control and may not be directly related to our operating performance. These factors include, but are not limited to, the following:

•

price and volume fluctuations in the overall stock market from time to time;

•

investor demand for our shares;

•

significant volatility in the market price and trading volume of securities of BDCs or other companies in our sector, which are not necessarily related to the operating performance of these companies;

•

exclusion of our common stock from certain market indices, such as the Russell 2000 Financial Services Index, which could reduce the ability of certain investment funds to own our common stock and put short-term selling pressure on our common stock;

•

changes in regulatory policies or tax guidelines with respect to RICs or BDCs;

•

failure to qualify as a RIC, or the loss of RIC tax treatment;

•

any shortfall in revenue or net income or any increase in losses from levels expected by investors or securities analysts;

•

changes, or perceived changes, in the value of our portfolio investments;

•

departures of SLR Capital Partners’ key personnel;

•

operating performance of companies comparable to us;

•

changes in the prevailing interest rates;

•

loss of a major funding source; or

•

general economic conditions and trends and other external factors.

Our businesses may be adversely affected by litigation and regulatory proceedings.

From time to time, we may be subject to legal actions as well as various regulatory, governmental and law enforcement inquiries, investigations and subpoenas. In any such claims or actions, demands for substantial monetary damages may be asserted against us and may result in financial liability or an adverse effect on our reputation among investors. In connection with acquisitions of, and investments in, businesses complementary to our business, we have been and may be in the future subject to securities litigation or shareholder activism in connection with such acquisitions or investments. Securities litigation and shareholder activism, including potential proxy contests, could result in substantial costs and divert management’s and our board of directors’ attention and resources from our business. We may be unable to accurately estimate our exposure to litigation risk when we record balance sheet reserves for probable loss contingencies. As a result, any reserves we establish to cover any settlements or judgments may not be sufficient to cover our actual financial exposure, which may have a material impact on our results of operations or financial condition. In regulatory enforcement matters, claims for disgorgement, the imposition of penalties and the imposition of other remedial sanctions are possible.

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We intend to make distributions on a monthly basis to our stockholders out of assets legally available for distribution. We cannot assure you that we will achieve investment results that will allow us to make a specified level of cash distributions. Our ability to pay distributions might be adversely affected by the impact of one or more of the risk factors described in this annual report. If we violate certain covenants under our existing or future credit facilities or other leverage, we may be limited in our ability to make distributions. If we declare a distribution and if more stockholders opt to receive cash distributions rather than participate in our dividend reinvestment plan, we may be forced to sell some of our investments in order to make cash distribution payments. To the extent we make distributions to stockholders that include a return of capital, such portion of the distribution essentially constitutes a return of the stockholder’s investment. Although such return of capital may not be taxable, such distributions would generally decrease a stockholder’s basis in our common stock and may therefore increase such stockholder’s tax liability for capital gains upon the future sale of such stock. A return of capital distribution may cause a stockholder to recognize a capital gain from the sale of our common stock even if the stockholder sells its shares for less than the original purchase price.

As a RIC, if we do not distribute a certain percentage of our income annually, we may suffer adverse tax consequences,

including

possibly losing the U.S. federal income tax benefits allowable to RICs. We cannot assure you that you will receive distributions at a particular level or at all.

In certain cases, we may recognize income before or without receiving the accompanying cash. Depending on the amount of noncash income, this could result in difficulty satisfying the annual distribution requirement applicable to RICs. Accordingly, we may have to sell some portfolio investments at times it would not consider advantageous, raise additional debt or equity capital or reduce new investments to meet these distribution requirements.

Due to disruptions in the economy, we may reduce or defer our dividends and choose to incur U.S. federal excise tax in order to preserve cash and maintain flexibility.

In order to maintain our tax treatment as a RIC, we must distribute to shareholders for each taxable year at least 90% of our investment company taxable income (i.e., net ordinary income plus realized net short-term capital gains in excess of realized net long-term capital losses). If we qualify for taxation as a RIC, we generally will not be subject to corporate-level US federal income tax on our investment company taxable income and net capital gains (i.e., realized net long-term capital gains in excess of realized net short-term capital losses) that we timely distribute to shareholders. We will be subject to a 4% U.S. federal excise tax on undistributed earnings of a RIC unless we distribute each calendar year at least the sum of (i) 98.0% of our ordinary income for the calendar year, (ii) 98.2% of our capital gains in excess of

capital losses for the one-year period ending on October 31

of the calendar year, and (iii) any ordinary income and net capital gains that were recognized for preceding years, but were not distributed during such years and on which we paid no U.S. federal income tax. Any net operating losses that we incur in periods during which we qualify as a RIC will not offset net capital gains (i.e., net realized long-term capital gains in excess of net realized short-term capital losses) that we are otherwise required to distribute, and we cannot pass such net operating losses through to our stockholders. In addition, net operating losses that we carry over to a taxable year in which we qualify as a RIC normally cannot offset ordinary income or capital gains.

Under the Code, we may satisfy certain of our RIC distributions with dividends paid after the end of the current year. In particular, if we pay a distribution in January of the following year that was declared in October, November, or December of the current year and is payable to shareholders of record in the current year, the dividend will be treated for all US federal income tax purposes as if it were paid on December 31 of the current year. In addition, under the Code, we may pay dividends, referred to as “spillover dividends,” that are paid during the following taxable year that will allow us to maintain our qualification for taxation as a RIC and eliminate our liability for corporate-level U.S. federal income tax. Under these spillover dividend procedures, we may defer distribution of income earned during the current year until December of the following year. For example, we may defer distributions of income earned during 2023 until as late as December 31, 2024. If we choose to pay a spillover dividend, we will incur the 4% U.S. federal excise tax on some or all of the distribution.

Due to events such as

the COVID-19 pandemic,

the Russian invasion of Ukraine or other disruptions in the economy, such as the current inflationary environment, we may take certain actions with respect to the timing and amounts of our distributions in order to preserve cash and maintain flexibility. For example, we may reduce our dividends and/or defer dividends to the following taxable year. If we defer our dividends, we may choose to utilize the spillover dividend rules discussed above and incur the 4% U.S. federal excise tax on such amounts. To further preserve cash, we may combine these reductions or deferrals of dividends with one or more distributions that are payable partially in our stock as discussed below under “

We may choose to pay

distributions in our own stock, in which case our stockholders may be required to pay U.S. federal income taxes in excess of the cash distributions they receive.”

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We may choose to pay distributions in our own common stock, in which case our stockholders may be required to pay U.S. federal income taxes in excess of the cash distributions they receive.

We may distribute taxable distributions that are payable in part in shares of our common stock. Under certain applicable provisions of the Code and the published guidance, distributions of a publicly offered RIC that are in cash or in shares of stock at the election of stockholders may be treated as taxable distributions. The Internal Revenue Service has issued a revenue procedure indicating that this rule will apply if the total amount of cash to be distributed is not less than 20% of the total distribution. Under this revenue procedure, if too many stockholders elect to receive their distributions in cash, the cash available for distribution must be allocated among the stockholders electing to receive cash (with the balance of distributions paid in stock). In no event will any stockholder electing to receive cash, receive less than the lesser of (a) the portion of the distribution such stockholder has elected to receive in cash or (b) an amount equal to his or her entire distribution times the percentage limitation on cash available for distribution. If we decide to make any distributions consistent with this revenue procedure that are payable in part in our stock, taxable stockholders receiving such distributions will be required to include the full amount of the distribution (whether received in cash, our stock, or a combination thereof) as ordinary income (or as long-term capital gain to the extent such distribution is properly reported as a capital gain distribution) to the extent of our current and accumulated earnings and profits for U.S. federal income tax purposes. As a result, a U.S. stockholder may be required to pay tax with respect to such distributions in excess of any cash received. If a U.S. stockholder sells the stock it receives as a distribution in order to pay this tax, the sales proceeds may be less than the amount included in income with respect to the distribution, depending on the market price of our stock at the time of the sale. Furthermore, with respect to

non-U.S.

stockholders, we may be required to withhold U.S. tax with respect to such distributions, including in respect of all or a portion of such distribution that is payable in stock. If a significant number of our stockholders determine to sell shares of our stock in order to pay taxes owed on distributions, it may put downward pressure on the trading price of our stock.

Sales of substantial amounts of our common stock in the public market may have an adverse effect on the market price of our common stock.

The shares of our common stock beneficially owned by each of Messrs. Gross and Spohler immediately prior to completion of our initial public offering, including any shares that are attributable to such shares issued pursuant to our dividend reinvestment plan, are no longer

subject to lock-up restrictions that

each of Messrs. Gross and Spohler agreed to in connection with our initial public offering, and are generally available for resale without restriction, subject to the provisions of Rule 144 promulgated under the Securities Act. In addition, on November 30, 2010, Messrs. Gross and Spohler jointly acquired 115,000 shares of our common stock in a private placement transaction conducted in accordance with Regulation D under the Securities Act. Such shares are generally available for resale without restriction, subject to the provisions of Rule 144 promulgated under the Securities Act. Sales of substantial amounts of our common stock, or the availability of such common stock for sale, could adversely affect the prevailing market prices for our common stock. If this occurs and continues, it could impair our ability to raise additional capital through the sale of securities should we desire to do so.

We may be unable to invest the net proceeds raised from any offerings on acceptable terms or allocate net proceeds from any offering of our securities in ways with which you may not agree.

We cannot assure you that we will be able to find enough appropriate investments that meet our investment criteria or that any investment we complete using the proceeds from any securities offering will produce a sufficient return. Until we identify new investment opportunities, we intend to either invest the net proceeds of future offerings in cash equivalents, U.S. government securities and other high-quality debt investments that mature in one year or less or use the net proceeds from such offerings to reduce then-outstanding obligations.

We have significant flexibility in investing the net proceeds of any offering of our securities and may use the net proceeds from an offering in ways with which you may not agree or for purposes other than those contemplated at the time of the offering.

We will generally not be able to issue additional shares or sell our common stock at its market price without first obtaining the approval for such issuance from our stockholders and our independent directors. Any offering of our common stock that requires stockholder approval must occur, if at all, within one year after receiving such stockholder approval. At our 2011 Annual Stockholders Meeting, our stockholders authorized us to sell or otherwise issue warrants or securities to subscribe for or convertible into shares of our common stock subject to certain limitations (including, without limitation, that the number of shares issuable does not exceed 25% of our then outstanding common stock and that the exercise or conversion price thereof is not, at the date of issuance, less than the market value per share of our common stock). Such authorization has no expiration.

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We may also use newly issued shares to implement our dividend reinvestment plan, whether our shares are trading at a premium or at a discount to our then current net asset value per share. Any decision to issue or sell shares of our common stock below our then current net asset value per share or securities to subscribe for or convertible into shares of our common stock would be subject to the determination by our board of directors that such issuance or sale is in our and our stockholders’ best interests.

If we were to issue or sell shares of our common stock below our then current net asset value per share, such issuances or sales would result in an immediate dilution to the net asset value per share of our common stock.

This dilution would occur as a result of the issuance or sale of shares at a price below the then current net asset value per share of our common stock and a proportionately greater decrease in the stockholders’ interest in our earnings and assets and their voting interest in us than the increase in our assets resulting from such issuance or sale. Because the number of shares of common stock that could be so issued and the timing of any issuance is not currently known, the actual dilutive effect cannot be predicted.

In addition, if we issue warrants or securities to subscribe for or convertible into shares of our common stock, subject to certain limitations, the exercise or conversion price per share could be less than net asset value per share at the time of exercise or conversion (including through the operation of anti-dilution protections).

Because we would incur expenses in connection with any issuance of such securities, such issuance could result in a dilution of the net asset value per share at the time of exercise or conversion. This dilution would include reduction in net asset value per share as a result of the proportionately greater decrease in the stockholders’ interest in our earnings and assets and their voting interest than the increase in our assets resulting from such issuance.

Further, if our current stockholders do not purchase any shares to maintain their percentage interest, regardless of whether such offering is above or below the then current net asset value per share, their voting power will be diluted. For example, if we sell an additional 10% of our common stock at a 5% discount from net asset value, a stockholder who does not participate in that offering for its proportionate interest will suffer net asset value dilution of up to 0.5% or $5 per $1,000 of net asset value.

Similarly, all distributions declared in cash payable to stockholders that are participants in our dividend reinvestment plan are automatically reinvested in shares of our common stock. As a result, stockholders that opt out of the dividend reinvestment plan may experience dilution over time. Stockholders who do not elect to receive distributions in shares of common stock may experience accretion to the net asset value of their shares if our shares are trading at a premium and dilution if our shares are trading at a discount. The level of accretion or discount would depend on various factors, including the proportion of our stockholders who participate in the plan, the level of premium or discount at which our shares are trading and the amount of the distribution payable to a stockholder.

If we issue preferred stock, the net asset value and market value of our common stock may become more volatile.

We cannot assure you that the issuance of preferred stock would result in a higher yield or return to the holders of the common stock. The issuance of preferred stock would likely cause the net asset value and market value of the common stock to become more volatile. If the distribution rate on the preferred stock were to approach the net rate of return on our investment portfolio, the benefit of leverage to the holders of the common stock would be reduced. If the distribution rate on the preferred stock were to exceed the net rate of return on our portfolio, the leverage would result in a lower rate of return to the holders of common stock than if we had not issued preferred stock. Any decline in the net asset value of our investments would be borne entirely by the holders of common stock. Therefore, if the market value of our portfolio were to decline, the leverage would result in a greater decrease in net asset value to the holders of common stock than if we were not leveraged through the issuance of preferred stock. This greater net asset value decrease would also tend to cause a greater decline in the market price for the common stock. We might be in danger of failing to maintain the required asset coverage of the preferred stock or of losing our ratings on the preferred stock or, in an extreme case, our current investment income might not be sufficient to meet the distribution requirements on the preferred stock. In order to counteract such an event, we might need to liquidate investments in order to fund a redemption of some or all of the preferred stock. In addition, we would pay (and the holders of common stock would bear) all costs and expenses relating to the issuance and ongoing maintenance of the preferred stock, including higher advisory fees if our total return exceeds the distribution rate on the preferred stock. Holders of preferred stock may have different interests than holders of common stock and may at times have disproportionate influence over our affairs.

Our board of directors is authorized to reclassify any unissued shares of common stock into one or more classes of preferred stock, which could convey special rights and privileges to its owners.

Under Maryland General Corporation Law and our charter, our board of directors is authorized to classify and reclassify any authorized but unissued shares of stock into one or more classes of stock, including preferred stock. Prior to issuance of shares of each class or series, the board of directors is required by Maryland law and our charter to set the preferences, conversion or other rights,

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voting powers, restrictions, limitations as to other distributions, qualifications and terms or conditions of redemption for each class or series. Thus, the board of directors could authorize the issuance of shares of preferred stock with terms and conditions which could have the effect of delaying, deferring or preventing a transaction or a change in control that might involve a premium price for holders of our common stock or otherwise be in their best interest. The cost of any such reclassification would be borne by our existing common stockholders. The issuance of shares of preferred stock convertible into shares of common stock might also reduce the net income and net asset value per share of our common stock upon conversion, provided, that we will only be permitted to issue such convertible preferred stock to the extent we comply with the requirements of Section 61 of the 1940 Act, including obtaining common stockholder approval. These effects, among others, could have an adverse effect on your investment in our common stock.

Certain matters under the 1940 Act require the separate vote of the holders of any issued and outstanding preferred stock. For example, holders of preferred stock would vote separately from the holders of common stock on a proposal to cease operations as a BDC. In addition, the 1940 Act provides that holders of preferred stock are entitled to vote separately from holders of common stock to elect two preferred stock directors. In the event distributions become two full years in arrears, holders of any preferred stock would have the right to elect a majority of the directors until such arrearage is completely eliminated. Preferred stockholders also have class voting rights on certain matters, including changes in fundamental investment restrictions and

conversion to open-end status, and

accordingly can veto any such changes. Restrictions imposed on the declarations and payment of distributions to the holders of our common stock and preferred stock, both by the 1940 Act and by requirements imposed by rating agencies or the terms of our credit facilities, might impair our ability to maintain our qualification for tax treatment as a RIC for U.S. federal income tax purposes. While we would intend to redeem our preferred stock to the extent necessary to enable us to distribute our income as required to maintain our qualification as a RIC, there can be no assurance that such actions could be effected in time to meet the tax requirements.

To the extent we use debt or preferred stock to finance our investments, changes in interest rates will affect our cost of capital and net investment income.

To the extent we borrow money, or issue preferred stock, to make investments, our net investment income will depend, in part, upon the difference between the rate at which we borrow funds or pay distributions on preferred stock and the rate at which we invest those funds. In addition, many of our debt investments and borrowings have floating interest rates that reset on a periodic basis, and many of our investments are subject to interest rate floors. As a result, we can offer no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income in the event we use debt to finance our investments. In periods of rising interest rates, such as the current economic period, our cost of funds have increased, and could continue to increase, because the interest rates on the amounts borrowed under our credit facilities or certain other financing arrangements are typically floating, except to the extent we issue fixed rate debt or preferred stock, which could reduce our net investment income, and the interest rate on investments with an interest rate floor (such as a SOFR floor) above current levels will not increase until interest rates exceed the applicable floor. We expect that our long-term fixed-rate investments will generally be financed with equity and long-term debt.

We may use interest rate risk management techniques in an effort to limit our exposure to interest rate fluctuations. Such techniques may include various interest rate hedging activities to the extent permitted by the 1940 Act. These activities could limit our ability to participate in the benefits of lower interest rates with respect to the hedged borrowings. Adverse developments resulting from changes in interest rates or hedging transactions could have a material adverse effect on our business, financial condition and results of operations.

You should also be aware that the rise in the general level of interest rates can be expected to lead to higher interest rates applicable to our debt investments. Accordingly, such increase in interest rates makes it easier for us to meet or exceed the incentive fee hurdle rate and may result in a substantial increase of the amount of incentive fees payable to our Investment Adviser with respect to our

pre-incentive

fee net investment income. Also, an increase in interest rates available to investors could make an investment in our common stock less attractive if we are not able to increase our distribution rate, which could reduce the value of our common stock.

We may in the future determine to fund a portion of our investments with preferred stock, which would magnify the potential for loss and the risks of investing in us in a similar way as our borrowings.

Preferred stock, which is another form of leverage, has the same risks to our common stockholders as borrowings because the distributions on any preferred stock we issue must be cumulative. Payment of such distributions and repayment of the liquidation preference of such preferred stock must take preference over any distributions or other payments to our common stockholders, and preferred stockholders are not subject to any of our expenses or losses and are not entitled to participate in any income or appreciation in excess of their stated preference.

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Risks Relating to Our Business and Structure

We are dependent upon SLR Capital Partners’ key personnel for our future success.

We depend on the diligence, skill and network of business contacts of Messrs. Gross and Spohler, who serve as the managing partners of SLR Capital Partners and who lead SLR Capital Partners’ investment team. Messrs. Gross and Spohler, together with the other dedicated investment professionals available to SLR Capital Partners, evaluate, negotiate, structure, close and monitor our investments. Our future success will depend on the diligence, skill, network of business contacts and continued service of Messrs. Gross and Spohler and the other investment professionals available to SLR Capital Partners. We cannot assure you that unforeseen business, medical, personal or other circumstances would not lead any such individual to terminate his relationship with us. The loss of Mr. Gross or Mr. Spohler, or any of the other senior investment professionals who serve on SLR Capital Partners’ investment team, could have a material adverse effect on our ability to achieve our investment objective as well as on our financial condition and results of operations. In addition, we can offer no assurance that SLR Capital Partners will remain our Investment Adviser.

The senior investment professionals of SLR Capital Partners are and may in the future become affiliated with entities engaged in business activities similar to those intended to be conducted by us, and may have conflicts of interest in allocating their time. We expect that Messrs. Gross and Spohler will dedicate a significant portion of their time to the activities of SLR Investment Corp.; however, they may be engaged in other business activities which could divert their time and attention in the future. Specifically, Mr. Gross

serves as Co-Chief Executive Officer

and President of SCP Private Credit Income BDC LLC, SLR HC BDC LLC, and SLR Private Credit BDC II LLC. In addition, Mr. Spohler

serves as Co-Chief Executive Officer

and Chief Operating Officer of SCP Private Credit Income BDC LLC, SLR HC BDC LLC, and SLR Private Credit BDC II LLC.

We expect that the principals of our Investment Adviser will maintain and develop their relationships with financial sponsors, and we will rely to a significant extent upon these relationships to provide us with potential investment opportunities. If the senior investment professionals of our Investment Adviser fail to maintain their existing relationships or develop new relationships with other sponsors or sources of investment opportunities, we will not be able to grow our investment portfolio. In addition, individuals with whom the senior investment professionals of our Investment Adviser have relationships are not obligated to provide us with investment opportunities, and, therefore, there is no assurance that such relationships will generate investment opportunities for us. If our Investment Adviser is unable to source investment opportunities, we may hold a greater percentage of our assets in cash and cash equivalents than anticipated, which could impact potential returns on our portfolio.

A disruption in the capital markets and the credit markets could negatively affect our business.

As a BDC, we must maintain our ability to raise additional capital for investment purposes. Without sufficient access to the capital markets or credit markets, we may be forced to curtail our business operations or we may not be able to pursue new business opportunities. Disruptive conditions in the financial industry and the impact of new legislation in response to those conditions could restrict our business operations and could adversely impact our results of operations and financial condition.

If the fair value of our assets declines substantially, we may fail to maintain the asset coverage ratios imposed upon us by the 1940 Act and our existing credit facilities. Any such failure could result in an event of default and all of our debt being declared immediately due and payable and would affect our ability to issue senior securities, including borrowings, and pay distributions, which could materially impair our business operations. Our liquidity could be impaired further by an inability to access the capital markets or to draw on our credit facilities. For example, we cannot be certain that we will be able to renew our existing credit facilities as they mature or to consummate new borrowing facilities to provide capital for normal operations, including new originations. Reflecting concern about the stability of the financial markets, many lenders and institutional investors have reduced or ceased providing funding to borrowers. This market turmoil and tightening of credit have led to increased market volatility and widespread reduction of business activity generally.

If we are unable to renew or replace our existing credit facilities and consummate new facilities on commercially reasonable terms, our liquidity will be reduced significantly. If we consummate new facilities but are then unable to repay amounts outstanding under such facilities and are declared in default or are unable to renew or refinance these facilities, we would not be able to initiate significant originations or to operate our business in the normal course. These situations may arise due to circumstances that we may be unable to control, such as inaccessibility to the credit markets, a severe decline in the value of the U.S. dollar, a further economic downturn or an operational problem that affects third parties or us, and could materially damage our business. Moreover, we are unable to predict when economic and market conditions may become more favorable. Even if such conditions improve broadly and significantly over the long term, adverse conditions in particular sectors of the financial markets could adversely impact our business.

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Our ability to achieve our investment objective and to grow depends on SLR Capital Partners’ ability to identify, invest in and monitor companies that meet our investment criteria. Accomplishing this result on a cost-effective basis is largely a function of SLR Capital Partners’ structuring of the investment process, its ability to provide competent, attentive and efficient services to us and its ability to access financing for us on acceptable terms. The investment team of SLR Capital Partners has substantial responsibilities under the Advisory Agreement, and they may also be called upon to provide managerial assistance to our portfolio companies as the principals of our administrator. In addition, the members of SLR Capital Partners’ investment team have similar responsibilities with respect to the management of other investment portfolios, including the investment portfolios of SCP Private Credit Income BDC LLC, SLR HC BDC LLC, and SLR Private Credit BDC II LLC. Such demands on their time may distract them or slow our rate of investment. In order to grow, we and SLR Capital Partners will need to retain, train, supervise and manage new investment professionals. However, we can offer no assurance that any such investment professionals will contribute effectively to the work of the Investment Adviser. Any failure to manage our future growth effectively could have a material adverse effect on our business, financial condition and results of operations.

We may need to raise additional capital to grow because we must distribute most of our income.

We may need additional capital to fund growth in our investments. We expect to issue equity securities and expect to borrow from financial institutions in the future. A reduction in the availability of new capital could limit our ability to grow. We must distribute at least 90% of our investment company taxable income to our stockholders to maintain our tax treatment as a RIC. As a result, any such cash earnings may not be available to fund investment originations. We expect to borrow from financial institutions and issue additional debt and equity securities. If we fail to obtain funds from such sources or from other sources to fund our investments, it could limit our ability to grow, which may have an adverse effect on the value of our securities. In addition, as a BDC, our ability to borrow or issue additional preferred stock may be restricted if our total assets are less than 150% of our total borrowings and preferred stock.

Any failure on our part to maintain our status as a BDC would reduce our operating flexibility and we may be limited in our investment choices as a BDC.

The 1940 Act imposes numerous constraints on the operations of BDCs. For example, BDCs are required to invest at least 70% of their total assets in specified types of securities, primarily in private companies or thinly-traded U.S. public companies, cash, cash equivalents, U.S. government securities and other high quality debt investments that mature in one year or less. Furthermore, any failure to comply with the requirements imposed on BDCs by the 1940 Act could cause the SEC to bring an enforcement action against us and/or expose us to claims of private litigants. In addition, upon approval of a majority of our stockholders, we may elect to withdraw our status as a BDC. If we decide to withdraw our election, or if we otherwise fail to qualify, or maintain our qualification, as a BDC, we may be subject to the substantially greater regulation under the 1940 Act

as a closed-end investment company.

Compliance with such regulations would significantly decrease our operating flexibility, and could have a material adverse effect on our business, financial condition and results of operations.

In order to satisfy the tax requirements applicable to a RIC, to avoid payment of excise taxes and to minimize or avoid payment of income taxes, we intend to distribute to our stockholders substantially all of our ordinary income and realized net capital gains except for certain realized net long-term capital gains, which we may retain, pay applicable income taxes with respect thereto and elect to treat as deemed distributions to our stockholders. We may issue debt securities or preferred stock and/or borrow money from banks or other financial institutions, which we refer to collectively as “senior securities,” up to the maximum amount permitted by the 1940 Act. Under the provisions of the 1940 Act, we had been permitted, as a BDC, to issue senior securities in amounts such that our asset coverage ratio, as defined in the 1940 Act, equals at least 200% of gross assets less all liabilities and indebtedness not represented by senior securities, after each issuance of senior securities. However, our stockholders have approved a resolution permitting us to be subject to a 150% asset coverage ratio effective as of October 12, 2018. If the value of our assets declines, we may be unable to satisfy the asset coverage test. If that happens, we may be required to sell a portion of our investments and, depending on the nature of our leverage, repay a portion of our indebtedness at a time when such sales may be disadvantageous. Also, any amounts that we use to service our indebtedness would not be available for distributions to our common stockholders. Furthermore, as a result of issuing senior securities, we would also be exposed to typical risks associated with leverage, including an increased risk of loss. In addition, because our management fee is calculated as a percentage of our gross assets, which includes any borrowings for investment purposes, the management fee expenses will increase if we incur additional indebtedness.

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As of December 31, 2022, we had $393.0 million outstanding under the Credit Facility, composed of $293.0 million of revolving credit and $100.0 million outstanding of term loans, and $155.2 million outstanding under our SPV Credit Facility. We also had $135.0 million outstanding of the Series F 2027 Unsecured Notes, $50.0 million outstanding of the 2027 Unsecured Notes, $75.0 million outstanding of the 2026 Unsecured Notes, $85.0 million outstanding of the 2025 Unsecured Notes, $125.0 million outstanding of the 2024 Unsecured Notes, and $75.0 million outstanding of the 2023 Unsecured Notes. If we issue preferred stock, the preferred stock would rank “senior” to common stock in our capital structure, preferred stockholders would generally vote together with common stockholders but would have separate voting rights on certain matters and might have other rights, preferences, or privileges more favorable than those of our common stockholders, and the issuance of preferred stock could have the effect of delaying, deferring or preventing a transaction or a change of control that might involve a premium price for holders of our common stock or otherwise be in your best interest.

We are not generally able to issue and sell our common stock at a price below net asset value per share. We may, however, sell our common stock, or warrants, options or rights to acquire our common stock, at a price below the then-current net asset value per share of our common stock if our board of directors determines that such sale is in the best interests of SLR Investment Corp. and its stockholders, and our stockholders approve such sale. In any such case, the price at which our securities are to be issued and sold may not be less than a price that, in the determination of our board of directors, closely approximates the market value of such securities (less any distributing commission or discount). If we raise additional funds by issuing more common stock or senior securities convertible into, or exchangeable for, our common stock, then the percentage ownership of our stockholders at that time will decrease, and you might experience dilution. This dilution would occur as a result of a proportionately greater decrease in a stockholder’s interest in our earnings and assets and voting interest in us than the increase in our assets resulting from such issuance. Because the number of future shares of common stock that may be issued below our net asset value per share and the price and timing of such issuances are not currently known, we cannot predict the actual dilutive effect of any such issuance. We cannot determine the resulting reduction in our net asset value per share of any such issuance. We also cannot predict whether shares of our common stock will trade above, at or below our net asset value.

Our credit ratings may not reflect all risks of an investment in our debt securities.

Our credit ratings are an assessment by third parties of our ability to pay our obligations. Consequently, real or anticipated changes in our credit ratings will generally affect the market value of our publicly issued debt securities. Our credit ratings, however, may not reflect the potential impact of risks related to market conditions generally or other factors discussed above on the market value of, or trading market for, any publicly issued debt securities.

Our stockholders may experience dilution in their ownership percentage if they opt out of our dividend reinvestment plan.

All distributions declared in cash payable to stockholders that are participants in our dividend reinvestment plan are automatically reinvested in shares of our common stock. In the event we issue new shares in connection with our dividend reinvestment plan, our stockholders that do not elect to receive distributions in shares of common stock may experience dilution in their ownership percentage over time as a result of such issuance.

We have and will continue to borrow money, which would magnify the potential for loss on amounts invested and may increase the risk of investing in us.

We borrow money as part of our business plan. Borrowings, also known as leverage, magnify the potential for loss on amounts invested and, therefore, increase the risks associated with investing in our securities. As of December 31, 2022, we had $393.0 million outstanding under the Credit Facility, composed of $293.0 million of revolving credit and $100.0 million outstanding of term loans, and $155.2 million outstanding under our SPV Credit Facility. We also had $135.0 million outstanding of the Series F 2027 Unsecured Notes, $50.0 million outstanding of the 2027 Unsecured Notes, $75.0 million outstanding of the 2026 Unsecured Notes, $85.0 million outstanding of the 2025 Unsecured Notes, $125.0 million outstanding of the 2024 Unsecured Notes, and $75.0 million outstanding of the 2023 Unsecured Notes. We may borrow from and issue senior debt securities to banks, insurance companies and other lenders in the future. Lenders of these senior securities, including the Credit Facility, the SPV Credit Facility, the Series F 2027 Unsecured Notes, the 2027 Unsecured Notes, the 2026 Unsecured Notes, the 2025 Unsecured Notes, the 2024 Unsecured Notes, and the 2023 Unsecured Notes, will have fixed dollar claims on our assets that are superior to the claims of our common stockholders, and we would expect such lenders to seek recovery against our assets in the event of a default. If the value of our assets increases, then leveraging would cause the net asset value attributable to our common stock to increase more sharply than it would have had we not leveraged. Conversely, if the value of our assets decreases, leveraging would cause net asset value to decline more sharply than it otherwise would have had we not leveraged. Similarly, any decrease in our income would cause net income to decline more sharply than it would have had we not borrowed. Also, any increase in our income in excess of interest payable on the borrowed funds would cause our net investment income to increase more than it would without the leverage, while any decrease in our income would cause net investment income to decline more sharply than it would have had we not borrowed. Such a decline could also negatively affect

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our ability to make distribution payments on our common stock, scheduled debt payments or other payments related to our securities. Leverage is generally considered a speculative investment technique. Our ability to service any debt that we incur will depend largely on our financial performance and will be subject to prevailing economic conditions and competitive pressures. Moreover, as the management fee payable to our Investment Adviser, SLR Capital Partners, will be payable based on our gross assets, including those assets acquired through the use of leverage, SLR Capital Partners will have a financial incentive to incur leverage which may not be consistent with our stockholders’ interests. In addition, our common stockholders will bear the burden of any increase in our expenses as a result of leverage, including any increase in the management fee payable to SLR Capital Partners.

As a BDC, we had generally been required to meet a coverage ratio of total assets to total borrowings and other senior securities, which include all of our borrowings and any preferred stock that we may issue in the future, of at least 200%. However, our stockholders have approved a resolution permitting us to be subject to a 150% asset coverage ratio effective as of October 12, 2018. Even though we are subject to a 150% asset coverage ratio effective as of October 12, 2018, contractual leverage limitations under our existing credit facilities or future borrowings may limit our ability to incur additional indebtedness. On August 28, 2019, we entered into the Credit Agreement, which was amended on December 28, 2021, which permits 150% asset coverage. Some of our wholly and/or substantially owned portfolio companies, including Kingsbridge Holdings, LLC, SLR Credit Solutions, SLR Equipment Finance, SLR Business Credit and SLR Healthcare ABL, may incur significantly more leverage than we can but we do not consolidate Kingsbridge Holdings, LLC, SLR Credit Solutions, SLR Equipment Finance, SLR Business Credit and SLR Healthcare ABL and their

leverage is non-recourse to us.

Additionally, the Credit Facility and the SPV Credit Facility require us to comply with certain financial and other restrictive covenants including maintaining an asset coverage ratio of not less than 150% at any time. Failure to maintain compliance with these covenants could result in an event of default and all of our debt being declared immediately due and payable. If this ratio declines below 150%, we may not be able to incur additional debt and could be required by law to sell a portion of our investments to repay some debt when it is disadvantageous to do so, which could have a material adverse effect on our operations, and we may not be able to make distributions. The amount of leverage that we employ will depend on our Investment Adviser’s and our board of directors’ assessment of the market and other factors at the time of any proposed borrowing. We cannot assure you that we will be able to obtain credit at all or on terms acceptable to us.

In addition, our credit facilities impose, and any other debt facility into which we may enter would likely impose, financial and operating covenants that restrict our business activities, including limitations that could hinder our ability to finance additional loans and investments or to make the distributions required to maintain RIC tax treatment under Subchapter M of the Code.

The debt securities that we may issue will be governed by an indenture or other instrument containing covenants restricting our operating flexibility. We, and indirectly our stockholders, bear the cost of issuing and servicing such debt securities. Any convertible or exchangeable securities that we issue in the future may have rights, preferences and privileges more favorable than those of our common stock.

Illustration.

The following table illustrates the effect of leverage on returns from an investment in our common stock assuming various annual returns on our portfolio, net of interest expense. The calculations in the table below are hypothetical and actual returns may be higher or lower than those appearing in the table below.


	Assumed total return (net of interest expense)
	(10)%			(5)%			0%			5%			10%
Corresponding return to stockholder(1)		(29.9	)%		(17.2	)%		(4.5	)%		8.2	%		20.9	%

(1)	Assumes $2.5 billion in total assets and $1.1 billion in total debt outstanding, which reflects our total assets and total debt outstanding as of December 31, 2022, and a cost of funds of 4.09%. Excludes non-leverage related expenses.

order for us to cover our annual interest payments on our outstanding indebtedness at December 31, 2022, we must achieve annual returns on our December 31, 2022 total assets of at least 1.8%.

It is likely that the terms of any current or future long-term or revolving credit or warehouse facility we may enter into in the future could constrain our ability to grow our business.

Our current lenders have, and any future lender or lenders may have, fixed dollar claims on our assets that are senior to the claims of our stockholders and, thus, will have a preference over our stockholders with respect to our assets in the collateral pool. Our current credit facilities and borrowings also subject us to various financial and operating covenants, including, but not limited to, maintaining certain financial ratios and minimum tangible net worth amounts. Future credit facilities and borrowings will likely subject us to similar or additional covenants. In addition, we may grant a security interest in our assets in connection with any such credit facilities and borrowings.

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Our credit facilities generally contain customary default provisions such as a minimum net worth amount, a profitability test, and a restriction on changing our business and loan quality standards. In addition, our credit facilities require or are expected to require the repayment of all outstanding debt on the maturity, which may disrupt our business and potentially the business of our portfolio companies that are financed through our credit facilities. An event of default under our credit facilities would likely result, among other things, in termination of the availability of further funds under our credit facilities and accelerated maturity dates for all amounts outstanding under our credit facilities, which would likely disrupt our business and, potentially, the business of the portfolio companies whose loans we finance through our credit facilities. This could reduce our revenues and, by delaying any cash payment allowed to us under our credit facilities until the lender has been paid in full, reduce our liquidity and cash flow and impair our ability to grow our business and maintain RIC tax treatment.

The terms of future available financing may place limits on our financial and operational flexibility. If we are unable to obtain sufficient capital in the future, we may be forced to reduce or discontinue our operations, not be able to make new investments, or otherwise respond to changing business conditions or competitive pressures.

Our quarterly and annual operating results are subject to fluctuation as a result of the nature of our business, and if we fail to achieve our investment objective, the net asset value of our common stock may decline.

We could experience fluctuations in our quarterly and annual operating results due to a number of factors, some of which are beyond our control, including, but not limited to, the interest rate payable on the debt securities that we acquire, the default rate on such securities, the level of our expenses, variations in and the timing of the recognition of realized and unrealized gains or losses, changes in our portfolio composition, the degree to which we encounter competition in our markets, market volatility in our publicly traded securities and the securities of our portfolio companies, and general economic conditions. As a result of these factors, results for any period should not be relied upon as being indicative of performance in future periods. In addition, any of these factors could negatively impact our ability to achieve our investment objectives, which may cause our net asset value of our common stock to decline.

Our investments may be in portfolio companies that may have limited operating histories and financial resources.

We expect that our portfolio will continue to consist of investments that may have relatively limited operating histories. These companies may be particularly vulnerable to U.S. and foreign economic downturns such as the U.S. recession that

began in mid-2007, the European

financial crisis,

and the COVID-19 related economic

downturn, may have more limited access to capital and higher funding costs, may have a weaker financial position and may need more capital to expand or compete. These businesses also may experience substantial variations in operating results. They may face intense competition, including from companies with greater financial, technical and marketing resources. Furthermore, some of these companies do business in regulated industries and could be affected by changes in government regulation. Accordingly, these factors could impair their cash flow or result in other events, such as bankruptcy, which could limit their ability to repay their obligations to us, and may adversely affect the return on, or the recovery of, our investment in these companies. We cannot assure you that any of our investments in our portfolio companies will be successful. Our portfolio companies compete with larger, more established companies with greater access to, and resources for, further development in these new technologies. Therefore, we may lose our entire investment in any or all of our portfolio companies.

There will be uncertainty as to the value of our portfolio investments, which may impact our net asset value.

A large percentage of our portfolio investments are in the form of securities that are not publicly traded. The fair value of securities and other investments that are not publicly traded may not be readily determinable. We value these securities on a quarterly basis in accordance with our valuation policy, which is at all times consistent with GAAP. Our board of directors will (1) periodically assess and manage valuation risks; (2) establish and apply fair value methodologies; (3) test fair value methodologies; (4) oversee and evaluate third-party pricing services; (5) oversee the reporting required by Rule

2a-5

under the 1940 Act; and (6) maintain recordkeeping requirements under Rule

2a-5.

Our board of directors utilizes the services of third-party valuation firms to aid it in determining the fair value of material assets. The board of directors discusses valuations and determines the fair value in good faith based on the input of our Investment Adviser and, when utilized, the respective third-party valuation firms. The factors that may be considered in fair value pricing our investments include the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings, the markets in which the portfolio company does business, comparisons to publicly traded companies, discounted cash flow and other relevant factors. Because such valuations, and particularly valuations of private securities and private companies, are inherently uncertain, may fluctuate over short periods of time and may be based on estimates, our determinations of fair value may differ materially from the values that would have been used if a ready market for these securities existed. Our net asset value could be adversely affected if our determinations regarding the fair value of our investments were materially higher than the values that we ultimately realize upon the disposal of such securities.

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Our equity ownership in a portfolio company may represent a control investment. Our ability to exit an investment in a timely manner because we are in a control position or have access to inside information in the portfolio company could result in a realized loss on the investment.

If we obtain a control investment in a portfolio company our ability to divest ourselves from a debt or equity investment could be restricted due to illiquidity in a private stock, limited trading volume on a public company’s stock, inside information on a company’s performance, insider blackout periods, or other factors that could prohibit us from disposing of the investment as we would if it were not a control investment. Additionally, we may choose not to take certain actions to protect a debt investment in a control investment portfolio company. As a result, we could experience a decrease in the value of our portfolio company holdings and potentially incur a realized loss on the investment.

Our executive officers and directors, as well as the current and future partners of our Investment Adviser, SLR Capital Partners, may serve as officers, directors or principals of entities that operate in the same or a related line of business as we do. For example, SLR Capital Partners presently serves as the Investment Adviser to (i) SCP Private Credit Income BDC LLC, an unlisted BDC that focuses on investing primarily in senior secured

loans, including non-traditional asset-based loans

and first lien loans, (ii) SLR HC BDC LLC, an unlisted BDC whose principal focus is to invest directly and indirectly in senior secured loans and other debt instruments typically to middle market companies within the healthcare industry, and (iii) SLR Private Credit BDC II LLC, an unlisted BDC whose principal focus is to invest in first lien senior secured floating rate loans primarily to upper middle market leveraged companies with EBITDA between approximately $25 million and $250 million that have significant free cash flow and are in

non-cyclical

industries in which the Investment Adviser has significant experience. In addition, Michael S. Gross,

our Chairman, Co-Chief Executive Officer

and President, Bruce

Spohler, our Co-Chief Executive Officer

and Chief Operating Officer and board member, and Richard L. Peteka, our Chief Financial Officer, serve in similar capacities for SCP Private Credit Income BDC LLC, SLR HC BDC LLC, and SLR Private Credit BDC II LLC. Accordingly, they may have obligations to investors in those entities, the fulfillment of which obligations might not be in the best interests of us or our stockholders. In addition, we note that any affiliated investment vehicle formed in the future and managed by our Investment Adviser or its affiliates may, notwithstanding different stated investment objectives, have overlapping investment objectives with our own and, accordingly, may invest in asset classes similar to those targeted by us. As a result, SLR Capital Partners may face conflicts in allocating investment opportunities between us and such other entities. Although SLR Capital Partners will endeavor to allocate investment opportunities in a fair and equitable manner, it is possible that, in the future, we may not be given the opportunity to participate in investments made by investment funds managed by our Investment Adviser or an investment manager affiliated with our Investment Adviser. In any such case, when SLR Capital Partners identifies an investment, it will be forced to choose which investment fund should make the investment.

As a BDC, we were substantially limited in our

ability to co-invest in privately

negotiated transactions with affiliated funds until we obtained an exemptive order from the SEC. The most recent exemptive order, received on June 13, 2017 (the “Exemptive Order”), permits us to participate

in negotiated co-investment transactions with

certain affiliates, each of whose investment adviser is an investment adviser that controls, is controlled by or is under common control with SLR Capital Partners and is registered as an Investment Adviser under the Advisers Act, in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors, and pursuant to the conditions to the Exemptive Order. If we are unable to rely on the Exemptive Order for a particular opportunity, such opportunity will be allocated first to the entity whose investment strategy is the most consistent with the opportunity being allocated, and second, if the terms of the opportunity are consistent with more than one entity’s investment strategy, on an alternating basis. Although our investment professionals will endeavor to allocate investment opportunities in a fair and equitable manner, we and our common stockholders could be adversely affected to the extent investment opportunities are allocated among us and other investment vehicles managed or sponsored by, or affiliated with, our executive officers, directors and members of our Investment Adviser.

SLR Capital Partners and certain investment advisory affiliates may determine that an investment is appropriate for us and for one or more of those other funds. In such event, depending on the availability of such investment and other appropriate factors, SLR Capital Partners or its affiliates may determine that we

should invest side-by-side with one

or more other funds. Any such investments will be made only to the extent permitted by applicable law and interpretive positions of the SEC and its staff, and consistent with SLR Capital Partners’ allocation procedures. Related party transactions may occur among SLR Investment Corp., SLR Credit Solutions, Equipment Operating Leases LLC, Loyer Capital LLC, SLR Equipment Finance, SLR Business Credit, SLR Healthcare ABL, SLR Senior Lending Program LLC and SLR Senior Lending Program SPV LLC. These transactions may occur in the normal course of business. No administrative or other fees are paid to SLR Capital Partners by SLR Credit Solutions, Equipment Operating Leases LLC, Loyer Capital LLC, SLR Equipment Finance, SLR Business Credit, SLR Healthcare ABL, SLR Senior Lending Program LLC and SLR Senior Lending Program SPV LLC.

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In the ordinary course of our investing activities, we pay management and incentive fees to SLR Capital Partners and reimburse SLR Capital Partners for certain expenses it incurs. As a result, investors in our common stock will invest on a “gross” basis and receive distributions on a “net” basis after expenses, resulting in a lower rate of return than an investor might achieve through direct investments. Accordingly, there may be times when the management team of SLR Capital Partners has interests that differ from those of our stockholders, giving rise to a conflict.

We entered into an amended and restated royalty-free license agreement on February 25, 2021 with our Investment Adviser, pursuant to which our Investment Adviser has granted

us a non-exclusive license to

use the marks “SOLAR” and “SLR.” Under the license agreement, we have the right to use the “SLR Investment” name for so long as SLR Capital Partners or one of its affiliates remains our Investment Adviser. In addition, we pay SLR Capital Management, an affiliate of SLR Capital Partners, our allocable portion of overhead and other expenses incurred by SLR Capital Management in performing its obligations under the Administration Agreement, including rent, the fees and expenses associated with performing compliance functions, and our allocable portion of the compensation of our chief compliance officer and our chief financial officer and their respective staffs. These arrangements create conflicts of interest that our board of directors must monitor.

Our ability to enter into transactions involving derivatives and financial commitment transactions may be limited.

Through comprehensive new global regulatory regimes impacting derivatives (

e.g.

, the Dodd-Frank Act, European Market Infrastructure Regulation (“EMIR”), Markets in Financial Investments Regulation (“MIFIR”)/Markets in Financial Instruments Directive (“MIFID II”)), certain

over-the-counter

derivatives transactions in which we may engage are either now or will soon be subject to various requirements, such as mandatory central clearing of transactions which include additional margin requirements and in certain cases trading on electronic platforms,

pre-and

post-trade transparency reporting requirements and mandatory

bi-lateral

exchange of initial margin for

non-cleared

swaps. The Dodd-Frank Act also created new categories of regulated market participants, such as “swap dealers,” “security-based swap dealers,” “major swap participants,” and “major security-based swap participants” who are subject to significant new capital, registration, recordkeeping, reporting, disclosure, business conduct and other regulatory requirements. The EU and some other jurisdictions are implementing similar requirements. Because these requirements are new and evolving (and some of the rules are not yet final), their ultimate impact remains unclear. However, even if we are not located in a particular jurisdiction or directly subject to the jurisdiction’s derivatives regulations, we may still be impacted to the extent we enter into a derivatives transaction with a regulated market participant or counterparty that is organized in that jurisdiction or otherwise subject to that jurisdiction’s derivatives regulations.

Based on information available as of the date of this annual report

on Form 10-K, the effect

of such requirements will be likely to (directly or indirectly) increase our overall costs of entering into derivatives transactions. In particular, new margin requirements, position limits and significantly higher capital charges resulting from new global capital regulations, even if not directly applicable to us, may cause an increase in the pricing of derivatives transactions entered into by market participants to whom such requirements apply or affect our overall ability to enter into derivatives transactions with certain counterparties. Such new global capital regulations and the need to satisfy the various requirements by counterparties are resulting in increased funding costs, increased overall transaction costs, and significantly affecting balance sheets, thereby resulting in changes to financing terms and potentially impacting our ability to obtain financing. Administrative costs, due to new requirements such as registration, recordkeeping, reporting, and compliance, even if not directly applicable to us, may also be reflected in our derivatives transactions. New requirements to trade certain derivatives transactions on electronic trading platforms and trade reporting requirements may lead to (among other things) fragmentation of the markets, higher transaction costs or reduced availability of derivatives, and/or a reduced ability to hedge, all of which could adversely affect the performance of certain of our trading strategies. In addition, changes to derivatives regulations may impact the tax and/or accounting treatment of certain derivatives, which could adversely impact us.

In November 2020, the SEC adopted new rules regarding the ability of a BDC (or a registered investment company) to use derivatives and other transactions that create future payment or delivery obligations. BDCs that use derivatives would be subject

to a value-at-risk leverage limit,

certain other derivatives risk management program and testing requirements and requirements related to board reporting. These new requirements would apply unless the BDC qualified as a “limited derivatives user,” as defined in the SEC’s adopted rules. A BDC that enters into reverse repurchase agreements or similar financing transactions would need to aggregate the amount of indebtedness associated with the reverse repurchase agreements or similar financing transactions could either (i) comply with the asset coverage requirements of the Section 18 of the 1940 Act when engaging in reverse repurchase agreements or (ii) choose to treat such agreements as derivative transactions under the adopted rule. Under the adopted rule, a BDC may enter into an unfunded commitment agreement that is not a derivatives transaction, such as an agreement to provide financing to a portfolio company, if the BDC has a reasonable belief, at the time it enters into such an agreement, that it will have sufficient cash and cash equivalents to meet its obligations with respect to all of its unfunded commitment agreements, in each case as it becomes due. If the BDC cannot meet this test, it is required to treat unfunded commitments as a derivatives transaction subject to the requirements of the rule. Collectively, these requirements may limit our ability to use derivatives and/or enter into certain other financial contracts.

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We may be obligated to pay our Investment Adviser incentive compensation even if we incur a loss.

Our Investment Adviser will be entitled to incentive compensation for each fiscal quarter in an amount equal to a percentage of the excess

of our pre-incentive fee net

investment income for that quarter (before deducting incentive compensation) above a performance threshold for that quarter. Accordingly, since the performance threshold is based on a percentage of our net asset value, decreases in our net asset value make it easier to achieve the performance

threshold. Our pre-incentive fee net

investment income for incentive compensation purposes excludes realized and unrealized capital losses or depreciation that we may incur in the fiscal quarter, even if such capital losses or depreciation result in a net loss on our statement of operations for that quarter.

Thus, we may be required to pay SLR Capital Partners incentive compensation for a fiscal quarter even if there is a decline in the value of our portfolio or we incur a net loss for that quarter.

Our incentive fee may induce SLR Capital Partners to pursue speculative investments.

The incentive fee payable by us to SLR Capital Partners may create an incentive for SLR Capital Partners to pursue investments on our behalf that are riskier or more speculative than would be the case in the absence of such compensation arrangement. The incentive fee payable to our Investment Adviser is calculated based on a percentage of our return on invested capital. This may encourage our Investment Adviser to use leverage to increase the return on our investments. Under certain circumstances, the use of leverage may increase the likelihood of default, which would impair the value of our common stock. In addition, our Investment Adviser receives the incentive fee based, in part, upon net capital gains realized on our investments. Unlike that portion of the incentive fee based on income, there is no hurdle rate applicable to the portion of the incentive fee based on net capital gains. As a result, our Investment Adviser may have a tendency to invest more capital in investments that are likely to result in capital gains as compared to income producing securities. Such a practice could result in our investing in more speculative securities than would otherwise be the case, which could result in higher investment losses, particularly during economic downturns.

The incentive fee payable by us to our Investment Adviser also may induce SLR Capital Partners to invest on our behalf in instruments that have a deferred interest feature, even if such deferred payments would not provide the cash necessary to enable us to pay current distributions to our stockholders. Under these investments, we would accrue interest over the life of the investment but would not receive the cash income from the investment until the end of the term. Our net investment income used to calculate the income portion of our investment fee, however, includes accrued interest. Thus, a portion of this incentive fee would be based on income that we have not received in cash. In

addition, the “catch-up” portion of

the incentive fee may encourage SLR Capital Partners to accelerate or defer interest payable by portfolio companies from one calendar quarter to another, potentially resulting in fluctuations in timing and distribution amounts.

We may invest, to the extent permitted by law, in the securities and instruments of other investment companies, including private funds, and, to the extent we so invest, will bear our ratable share of any such investment company’s expenses, including management and performance fees. We will also remain obligated to pay management and incentive fees to SLR Capital Partners with respect to the assets invested in the securities and instruments of other investment companies. With respect to each of these investments, each of our stockholders will bear his or her share of the management and incentive fee of SLR Capital Partners as well as indirectly bearing the management and performance fees and other expenses of any investment companies in which we invest.

Although we have elected to be treated as a RIC under Subchapter M of the Code, no assurance can be given that we will continue to be able to qualify for and maintain RIC tax treatment. To maintain RIC tax treatment under the Code, we must meet the following annual distribution, income source and asset diversification requirements on an ongoing basis.

•

The Annual Distribution Requirement for a RIC will be satisfied if we distribute to our stockholders on an annual basis at least 90% of our net ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any. Because we may use debt financing, we are subject to certain asset coverage ratio requirements under the 1940 Act and financial covenants under loan and credit agreements that could, under certain circumstances, restrict us from making distributions necessary to satisfy the Annual Distribution Requirement. If we are unable to obtain cash from other sources, we could fail to qualify for RIC tax treatment and become subject to corporate-level U.S federal income tax.

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•

The income source requirement will be satisfied if we obtain at least 90% of our income for each year from certain passive investments, including interest, dividends, gains from the sale of stock or securities, or similar sources.

•

The asset diversification requirement will be satisfied if we meet certain asset diversification requirements at the end of each quarter of our taxable year. Failure to meet those requirements may result in our having to dispose of certain investments quickly in order to prevent the loss of RIC tax treatment. Because most of our investments will be relatively illiquid, any such dispositions could be made at disadvantageous prices and could result in substantial losses.

If we fail to qualify for RIC tax treatment for any reason and become subject to corporate income tax, the resulting corporate taxes could substantially reduce our net assets, the amount of income available for distribution and the amount of our distributions. Such a failure could have a material adverse effect on us, the net asset value of our common stock and the total return, if any, obtainable from your investment in our common stock.

We may have difficulty satisfying the Annual Distribution Requirement in order to qualify and maintain RIC tax treatment if we recognize income before or without receiving cash representing such income.

In accordance with GAAP and tax requirements, we include in income certain amounts that we have not yet received in cash, such as contractual PIK interest, which represents contractual interest added to a loan balance and due at the end of such loan’s term. In addition to the cash yields received on our loans, in some instances, certain loans may also include any of

the following: end-of-term payments, exit

fees, balloon payment fees or prepayment fees. The increases in loan balances as a result of contractual PIK arrangements are included in income for the period in which such PIK interest was accrued, which is often in advance of receiving a cash payment, and are separately identified on our statements of cash flows. We also may be required to include in income certain other amounts prior to receiving the related cash.

Any warrants that we receive in connection with our debt investments will generally be valued as part of the negotiation process with the particular portfolio company. As a result, a portion of the aggregate purchase price for the debt investments and warrants will be allocated to the warrants that we receive. This will generally result in “original issue discount” for U.S. federal income tax purposes, which we must recognize as ordinary income, increasing the amount that we are required to distribute to qualify for the U.S. federal income tax benefits applicable to RICs. Because these warrants generally will not produce distributable cash for us at the same time as we are required to make distributions in respect of the related original issue discount, we would need to obtain cash from other sources or to pay a portion of our distributions using shares of newly issued common stock, consistent with Internal Revenue Service requirements, to satisfy the Annual Distribution and Excise Tax Avoidance requirements.

Other features of the debt instruments that we hold may also cause such instruments to generate original issue discount, resulting in a distribution requirement in excess of current cash interest received. Since in certain cases we may recognize income before or without receiving cash representing such income, we may have difficulty meeting the RIC tax requirement to distribute at least 90% of our net ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any. Under such circumstances, we may have to sell some of our investments at times we would not consider advantageous, raise additional debt or equity capital or reduce new investment originations to meet these distribution requirements. If we are unable to obtain cash from other sources and are otherwise unable to satisfy such distribution requirements, we may fail to qualify for the U.S. federal income tax benefits allowable to RICs and, thus, become subject to a corporate-level U.S. federal income tax on all our income.

Provisions of the Maryland General Corporation Law and of our charter and bylaws could deter takeover attempts and have an adverse impact on the price of our common stock.

The Maryland General Corporation Law and our charter and bylaws contain provisions that may discourage, delay or make more difficult a change in control of SLR Investment Corp. or the removal of our directors. We are subject to the Maryland Business Combination Act, subject to any applicable requirements of the 1940 Act. Our board of directors has adopted a resolution exempting from the Maryland Business Combination Act any business combination between us and any other person, subject to prior approval of such business combination by our board of directors, including approval by a majority of our disinterested directors. If the resolution exempting business combinations is repealed or our board of directors does not approve a business combination, the Maryland Business Combination Act may discourage third parties from trying to acquire control of us and increase the difficulty of consummating such an offer. Our bylaws exempt from the Maryland Control Share Acquisition Act (the “Control Share Act”) acquisitions of our stock by any person. If we amend our bylaws to repeal the exemption from the Control Share Act, the Control Share Act also may make it more difficult for a third party to obtain control of us and increase the difficulty of consummating such a transaction. The SEC staff has rescinded its position that, under the 1940 Act, an investment company may not avail itself of the Control Share Act. As a result, we will amend our bylaws to be subject to the Control Share Act only if our board of directors determines that it would be in our best interests.

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We have also adopted measures that may make it difficult for a third party to obtain control of us, including provisions of our charter classifying our board of directors in three classes serving staggered three-year terms, and authorizing our board of directors to classify or reclassify shares of our stock in one or more classes or series, to cause the issuance of additional shares of our stock and to amend our charter without stockholder approval to increase or decrease the number of shares of stock that we have authority to issue. These provisions, as well as other provisions of our charter and bylaws, may delay, defer or prevent a transaction or a change in control that might otherwise be in the best interests of our stockholders.

The foregoing provisions are expected to discourage certain coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of us to negotiate first with our board of directors. However, these provisions may deprive a stockholder of the opportunity to sell such stockholder’s shares at a premium to a potential acquirer. We believe that the benefits of these provisions outweigh the potential disadvantages of discouraging any such acquisition proposals because, among other things, the negotiation of such proposals may improve their terms. Our board of directors has considered both the positive and negative effects of the foregoing provisions and determined that they are in the best interest of our stockholders.

Our bylaws designate the Circuit Court for Baltimore City, Maryland as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders and provide that claims relating to causes of action under the Securities Act may only be brought in federal district courts, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or agents, if any, and could discourage lawsuits against us and our directors, officers and agents, if any.

Our bylaws provide that, unless we consent in writing to the selection of an alternative forum, the Circuit Court for Baltimore City, Maryland, or, if that court does not have jurisdiction, the United States District Court for the District of Maryland, Northern Division, will be the sole and exclusive forum for (a) any Internal Corporate Claim, as such term is defined in the MGCL, (b) any derivative action or proceeding brought on our behalf (other than actions arising under federal securities laws), (c) any action asserting a claim of breach of any duty owed by any of our directors, officers or other agents to us or to our stockholders, (d) any action asserting a claim against us or any of our directors, officers or other agents arising pursuant to any provision of the MGCL or our charter or bylaws or (e) any other action asserting a claim against us or any of our directors, officers or other employees that is governed by the internal affairs doctrine. With respect to any proceeding described in the foregoing sentence that is in the Circuit Court for Baltimore City, Maryland, our stockholders consent to the assignment of the proceeding to the Business and Technology Case Management Program pursuant to Maryland

Rule 16-308 or

any successor thereof. None of the foregoing actions, claims or proceedings may be brought in any court sitting outside the State of Maryland unless we consent in writing to such court. Our bylaws do not apply to lawsuits asserting claims brought to enforce a duty or liability arising exclusively under the Securities Act, the 1934 Act, or the 1940 Act, or any other claim for which the federal courts have exclusive jurisdiction.

Unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. This paragraph does not apply to claims arising exclusively under the 1934 Act or the 1940 Act, or any other claim for which the federal courts have exclusive jurisdiction. These exclusive forum provisions may limit the ability of our stockholders to bring a claim in a judicial forum that such stockholders find favorable for disputes with us or our directors, officers, or agents, if any, which may discourage such lawsuits against us and our directors, officers, and agents, if any. Alternatively, if a court were to find the choice of forum provisions contained in our bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could materially adversely affect our business, financial condition, and operating results. For example, under the Securities Act, federal courts have concurrent jurisdiction over all suits brought to enforce any duty or liability created by the Securities Act, and investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

The failure in cyber security systems, as well as the occurrence of events unanticipated in our disaster recovery systems and management continuity planning could impair our ability to conduct business effectively.

The occurrence of a disaster, such as a cyber-attack against us or against a third party that has access to our data or networks, a natural catastrophe, an industrial accident, failure of our disaster recovery systems, or consequential employee error, could have an adverse effect on our ability to communicate or conduct business, negatively impacting our operations and financial condition. This adverse effect can become particularly acute if those events affect our electronic data processing, transmission, storage, and retrieval systems, or impact the availability, integrity, or confidentiality of our data.

We depend heavily upon computer systems to perform necessary business functions. Despite our implementation of a variety of security measures, our computer systems, networks, and data, like those of other companies, could be subject to cyber-attacks and unauthorized access, use, alteration, or destruction, such as from physical

and electronic break-ins or unauthorized

tampering. If one or more of these events occurs, it could potentially jeopardize the confidential, proprietary, and other information processed, stored in,

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and transmitted through our computer systems and networks. Such an attack could cause interruptions or malfunctions in our operations, which could result in financial losses, litigation, regulatory penalties, client dissatisfaction or loss, reputational damage, and increased costs associated with mitigation of damages and remediation. If unauthorized parties gain access to such information and technology systems, they may be able to steal, publish, delete or modify private and sensitive information, including nonpublic personal information related to stockholders (and their beneficial owners) and material nonpublic information. The systems we have implemented to manage risks relating to these types of events could prove to be inadequate and, if compromised, could become inoperable for extended periods of time, cease to function properly or fail to adequately secure private information. Breaches such as those involving covertly introduced malware, impersonation of authorized users and industrial or other espionage may not be identified even with sophisticated prevention and detection systems, potentially resulting in further harm and preventing them from being addressed appropriately. The failure of these systems or of disaster recovery plans for any reason could cause significant interruptions in our and our Investment Adviser’s operations and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information relating to stockholders, material nonpublic information and other sensitive information in our possession.

A disaster or a disruption in the infrastructure that supports our business, including a disruption involving electronic communications or other services used by us or third parties with whom we conduct business, or directly affecting our headquarters, could have a material adverse impact on our ability to continue to operate our business without interruption. Our disaster recovery programs may not be sufficient to mitigate the harm that may result from such a disaster or disruption. In addition, insurance and other safeguards might only partially reimburse us for our losses, if at all.

Third parties with which we do business may also be sources of cybersecurity or other technological risk. We outsource certain functions and these relationships allow for the storage and processing of our information, as well as client, counterparty, employee, and borrower information. While we engage in actions to reduce our exposure resulting from outsourcing, ongoing threats may result in unauthorized access, loss, exposure, destruction, or other cybersecurity incident that affects our data, resulting in increased costs and other consequences as described above.

In addition, cybersecurity has become a top priority for global lawmakers and regulators around the world, and some jurisdictions have proposed or enacted laws requiring companies to notify regulators and individuals of data security breaches involving certain types of personal data. In particular, state and federal laws and regulations related to cybersecurity compliance continue to evolve and change, which may require substantial investments in new technology, software and personnel, which could affect the Company’s profitability. These changes may also result in enhanced and unforeseen consequences for cyber-related breaches and incidents, which may further adversely affect the Company’s profitability. If we fail to comply with the relevant and increasing laws and regulations, we could suffer financial losses, a disruption of our businesses, liability to investors, regulatory intervention or reputational damage.

We and our service providers may be impacted by quarantines and similar measures being enacted by governments in response to

the global COVID-19 pandemic, which

are obstructing the regular functioning of business workforces (including requiring employees to work from external locations and their homes). Policies of remote working, whether by us or by our service providers, could strain technology resources, introduce operational risks and otherwise heighten the risks described above. Remote working environments may be less secure and more susceptible to hacking attacks, including phishing and social engineering attempts.

We, our Investment Adviser and our portfolio companies are subject to risks associated with “phishing” and other cyber-attacks.

Our business and the business of our portfolio companies rely upon secure information technology systems for data processing, storage and reporting. Despite careful security and controls design, implementation and updating, ours and our portfolio companies’ information technology systems could become subject to cyber-attacks. Cyber-attacks include, but are not limited to, gaining unauthorized access to digital systems (e.g., through “hacking”, malicious software coding, social engineering or “phishing” attempts) for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption. The risk of a security breach or disruption, particularly through cyber-attacks or cyber intrusions, including by computer hackers, nation-state affiliated actors, and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased. Cyber-attacks may also be carried out in a manner that does not require gaining unauthorized access, such

as causing denial-of service attacks

on websites (i.e., efforts to make network services unavailable to intended users). Our Investment Adviser’s employees have been and expect to continue to be the target of fraudulent calls, emails and other forms of potentially malicious or otherwise negatively impacting activities and attempts to gain unauthorized access to confidential, personal or other sensitive information. The result of these incidents may include disrupted operations, misstated or unreliable financial data, liability for stolen information, investigations, misappropriation of assets, increased cybersecurity protection and insurance costs, litigation and damage to our business relationships, regulatory fines or penalties, or other adverse effects on our business, financial condition or results of operations. In addition, we may be required to expend significant additional resources to modify our protective measures and to investigate and remediate vulnerabilities or other exposures arising from operational and security risks related to cyber-attacks.

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Our Investment Adviser’s and other service providers’ increased use of mobile and cloud technologies could heighten the risk of a cyber-attack as well as other operational risks, as certain aspects of the security of such technologies may be complex, unpredictable or beyond their control. Our Investment Adviser’s and other service providers’ reliance on mobile or cloud technology or any failure by mobile technology and cloud service providers to adequately safeguard their systems and prevent cyber-attacks could disrupt their operations and result in misappropriation, corruption or loss of personal, confidential or proprietary information. In addition, there is a risk that encryption and other protective measures against cyber-attacks may be circumvented, particularly to the extent that new computing technologies increase the speed and computing power available. Even the most well-protected information, networks, systems and facilities remain potentially vulnerable because the techniques used in such attempted security breaches evolve and generally are not recognized until launched against a target, and in some cases are designed not to be detected and, in fact, may not be detected. Accordingly, we and our service providers may be unable to anticipate these techniques or to implement adequate security barriers or other preventative measures, and thus it is impossible for us and our service providers to entirely mitigate this risk. Cybersecurity risks require continuous and increasing attention and other resources from us to, among other actions, identify and quantify these risks, upgrade and expand our technologies, systems and processes to adequately address such risks. Such attention diverts time and other resources from other activities and there is no assurance that our efforts will be effective.

Cybersecurity incidents may adversely impact us and our stockholders. There is no guarantee that we, the Investment Adviser, and/or their respective service providers will be successful in protecting against cybersecurity incidents.

We can be highly dependent on information systems and systems failures could significantly disrupt our business, which may, in turn, negatively affect the market price of our common stock and our ability to pay distributions.

Our business is highly dependent upon our and third parties’ communications and information systems. Any failure or interruption of those systems, including as a result of the termination of an agreement with any third-party service providers, could cause delays or other problems in our activities. Our financial, accounting, data processing, backup or other operating systems and facilities may fail to operate properly or become disabled or damaged as a result of a number of factors including events that are wholly or partially beyond our control and adversely affect our business. There could be:

•

sudden electrical or telecommunications outages;

•

natural disasters such as earthquakes, tornadoes and hurricanes;

•

events arising from local or larger scale political or social matters, including terrorist acts; and

•

cyber-attacks.

These events, in turn, could have a material adverse effect on our operating results and negatively affect the market price of our common stock and our ability to pay distributions to our stockholders.

Communications with shareholders may be delivered electronically and there may be certain costs and possible risks associated with such electronic delivery. Moreover, the Investment Adviser cannot provide any assurance that these communication methods are secure and will not be responsible for any computer viruses, problems or malfunctions resulting from the use of such communication methods.

Our board of directors may change our investment objective, operating policies and strategies without prior notice or stockholder approval.

Our board of directors has the authority to modify or waive certain of our operating policies and strategies without prior notice (except as required by the 1940 Act) and without stockholder approval. However, absent stockholder approval, we may not change the nature of our business so as to cease to be, or withdraw our election as a BDC. We cannot predict the effect any changes to our current operating policies and strategies would have on our business, operating results and the value of our stock. Nevertheless, the effects may adversely affect our business and impact our ability to make distributions.

Our business is subject to increasingly complex corporate governance, public disclosure and accounting requirements that could adversely affect our business and financial results.

We are subject to changing rules and regulations of federal and state government as well as the stock exchange on which our common stock is listed. These entities, including the Public Company Accounting Oversight Board, the SEC and the NASDAQ Stock Market, have issued a significant number of new and increasingly complex requirements and regulations over the course of the last several years and continue to develop additional regulations and requirements in response to laws enacted by Congress. Our efforts to comply with these existing requirements, or any revised or amended requirements, have resulted in, and are likely to continue to result in, an increase in expenses and a diversion of management’s time from other business activities.

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Changes in laws or regulations governing our operations may adversely affect our business.

Changes in the laws or regulations, or the interpretations of the laws and regulations, which govern BDCs,

RICs or non-depository commercial lenders

could significantly affect our operations and our cost of doing business. We are subject to federal, state and local laws and regulations and are subject to judicial and administrative decisions that affect our operations, including our loan originations, maximum interest rates, fees and other charges, disclosures to portfolio companies, the terms of secured transactions, collection and foreclosure procedures, and other trade practices. If these laws, regulations or decisions change, or if we expand our business into jurisdictions that have adopted more stringent requirements than those in which we currently conduct business, then we may have to incur significant expenses in order to comply or we may have to restrict our operations. In addition, if we do not comply with applicable laws, regulations and decisions, then we may lose licenses needed for the conduct of our business and be subject to civil fines and criminal penalties, any of which could have a material adverse effect upon our business results of operations or financial condition.

Changes to United States tariff and import/export regulations may have a negative effect on our portfolio companies and, in turn, harm us.

There has been ongoing discussion and commentary regarding potential significant changes to United States trade policies, treaties and tariffs. The current administration, along with Congress, has created significant uncertainty about the future relationship between the United States and other countries with respect to the trade policies, treaties and tariffs. These developments, or the perception that any of them could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between the impacted nations and the United States. Any of these factors could depress economic activity and restrict our portfolio companies’ access to suppliers or customers and have a material adverse effect on their business, financial condition and results of operations, which in turn would negatively impact us.

Our Investment Adviser can resign on 60 days’ notice, and we may not be able to find a suitable replacement within that time, resulting in a disruption in our operations that could adversely affect our financial condition, business and results of operations.

Our Investment Adviser has the right, under the Advisory Agreement, to resign at any time upon 60 days written notice, whether we have found a replacement or not. If our Investment Adviser resigns, we may not be able to find a new investment adviser or hire internal management with similar experience and ability to provide the same or equivalent services on acceptable terms within 60 days, or at all. If we are unable to do so quickly, our operations are likely to experience a disruption, our financial condition, business and results of operations as well as our ability to pay distributions are likely to be adversely affected and the market price of our shares may decline. In addition, the coordination of our internal management and investment activities is likely to suffer if we are unable to identify and reach an agreement with a single institution or group of executives having the experience possessed by our Investment Adviser and its affiliates. Even if we are able to retain comparable management, whether internal or external, the integration of such management and their lack of familiarity with our investment objective may result in additional costs and time delays that may adversely affect our financial condition, business and results of operations.

General Risk Factors

Volatility or a prolonged disruption in the credit markets could materially damage our business.

We are required to record our assets at fair value, as determined in good faith by our board of directors, in accordance with our valuation policy. As a result, volatility in the capital markets may have a material adverse effect on our valuations and our net asset value, even if we hold investments to maturity. Volatility or dislocation in the capital markets may depress our stock price below our net asset value per share and create a challenging environment in which to raise equity and debt capital. These conditions could continue for a prolonged period of time or worsen in the future. While these conditions persist, we and other companies in the financial services sector may have to access, if available, alternative markets for debt and equity capital. Equity capital may be difficult to raise because, subject to some limited exceptions which apply to us, as a BDC we are generally not able to issue additional shares of our common stock at a price less than net asset value without first obtaining approval for such issuance from our stockholders and our independent directors. Any offering of our common stock that requires stockholder approval must occur, if at all, within one year after receiving such stockholder approval. In addition, our ability to incur indebtedness (including by issuing preferred stock) is limited by applicable regulations such that our asset coverage, as defined in the 1940 Act, must equal at least 150% immediately after each time we incur indebtedness. The debt capital that will be available, if at all, may be at a higher cost and on less favorable terms and conditions in the future. Any inability to raise capital could have a negative effect on our business, financial condition and results of operations.

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Additionally, our ability to incur indebtedness is limited by the asset coverage ratio for a BDC, as defined under the 1940 Act. Declining portfolio values negatively impact our ability to borrow additional funds because our net asset value is reduced for purposes of the asset coverage ratio. If the fair value of our assets declines substantially, we may fail to maintain the asset coverage ratio stipulated by the 1940 Act, which could, in turn, cause us to lose our status as a BDC and materially impair our business operations. A lengthy disruption in the credit markets could also materially decrease demand for our investments.

The significant disruption in the capital markets experienced in the past, including the disruption caused

by the COVID-19 pandemic

and the Russian invasion of Ukraine, have had, and may in the future have, a negative effect on the valuations of our investments and on the potential for liquidity events involving our investments. The debt capital that may be available to us in the future may be at a higher cost and have less favorable terms and conditions than those currently in effect. If our financing costs increase and we have no increase in interest income, then our net investment income will decrease. A prolonged inability to raise capital may require us to reduce the volume of investments we originate and could have a material adverse impact on our business, financial condition and results of operations. This may also increase the probability that other structural risks will negatively impact us. These situations may arise due to circumstances that we may be unable to control, such as a lengthy disruption in the credit markets, a severe decline in the value of the U.S. dollar, a sharp economic downturn or recession or an operational problem that affects third parties or us, and could materially damage our business, financial condition and results of operations.

Global economic, regulatory and market conditions may adversely affect our business, results of operations and financial condition, including our revenue growth and profitability.

We and our portfolio companies are subject to regulation by laws at the U.S. federal, state and local levels. These laws and regulations, as well as their interpretation, could change from time to time, including as the result of interpretive guidance or other directives from the U.S. President and others in the executive branch, and new laws, regulations and interpretations could also come into effect. Any such new or changed laws or regulations could have a material adverse effect on our business, and political uncertainty could increase regulatory uncertainty in the near term.

The effects of legislative and regulatory proposals directed at the financial services industry or affecting taxation, could negatively impact the operations, cash flows or financial condition of us and our portfolio companies, impose additional costs on us or our portfolio companies, intensify the regulatory supervision of us or our portfolio companies or otherwise adversely affect our business or the business of our portfolio companies. In addition, if we do not comply with applicable laws and regulations, we could lose any licenses that we then hold for the conduct of business and could be subject to civil fines and criminal penalties.

Over the last several years, there also has been an increase in regulatory attention to the extension of credit outside of the traditional banking sector, raising the possibility that some portion

of the non-bank financial sector

will be subject to new regulation. While it cannot be known at this time whether any regulation will be implemented or what form it will take, increased

regulation of non-bank credit extension

could negatively impact our operations, cash flows or financial condition, impose additional costs on us, intensify the regulatory supervision of us or otherwise adversely affect our business, financial condition and results of operations.

Although we cannot predict the impact, if any, of these changes to our business, they could adversely affect our business, financial condition, operating results and cash flows. Until we know what policy changes are made and how those changes impact business and the business of our competitors over the long term, we will not know if, overall, it will benefit from them or be negatively affected by them.

Deterioration in the economic conditions in the Eurozone and other regions or countries globally and the resulting instability in global financial markets may pose a risk to our business. Financial markets have been affected at times by a number of global macroeconomic events, including the following: large sovereign debts and fiscal deficits of several countries in Europe and in emerging markets jurisdictions, levels of

non-performing

loans on the balance sheets of European banks, the effect of the United Kingdom leaving the European Union, instability in the Chinese capital markets and the

COVID-19

pandemic.

Various social and political circumstances in the U.S. and around the world (including wars and other forms of conflict, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may also contribute to increased market volatility and economic uncertainties or deterioration in the U.S. and worldwide. Such events, including rising trade tensions between the United States and China, other uncertainties regarding actual and potential shifts in U.S. and foreign, trade, economic and other policies with other countries, the large-scale invasion of Ukraine by Russia that began in February 2022 and resulting sanctions or other restrictive actions that the United States and other countries have imposed against Russia, and

the COVID-19 pandemic,

could adversely affect our business, financial condition or results of operations. These market and economic disruptions could negatively impact the operating results of our portfolio companies.

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In addition, Russia’s invasion of Ukraine and corresponding events have had, and could continue to have, severe adverse effects on regional and global economic markets. Following Russia’s actions, various governments, including the United States, have issued broad-ranging economic sanctions against Russia, including, among other actions, a prohibition on doing business with certain Russian companies, large financial institutions, officials and oligarchs; a commitment by certain countries and the European Union to remove selected Russian banks from the Society for Worldwide Interbank Financial Telecommunications, the electronic banking network that connects banks globally; and restrictive measures to prevent the Russian Central Bank from undermining the impact of the sanctions. The duration of hostilities and the vast array of sanctions and related events (including cyberattacks and espionage) cannot be predicted. Furthermore, the conflict between the two nations and the varying involvement of the United States and other NATO countries could preclude prediction as to their ultimate adverse impact on global economic and market conditions, and, as a result, presents material uncertainty and risk with respect to markets globally, which pose potential adverse risks to us and the performance of our investments and operations, and our ability to achieve our investment objectives. Additionally, to the extent that third parties, investors, or related customer bases have material operations or assets in Russia or Ukraine, they may have adverse consequences related to the ongoing conflict. Any such market disruptions could affect our portfolio companies’ operations and, as a result, could have a material adverse effect on our business, financial condition and results of operations.

Additionally, the Federal Reserve raised the Federal Funds Rate in 2022 and in 2023, and may raise or announce its intention to raise the Federal Funds Rate further. These developments, along with the United States government’s credit and deficit concerns, global economic uncertainties and market volatility and the impacts

of COVID-19, could

cause interest rates to be volatile, which may negatively impact our ability to access the debt markets and capital markets on favorable terms.

Events outside of our control, including

the COVID-19 public

health crises, could negatively affect our portfolio companies and our results of our operations.

Periods of market volatility have occurred and could continue to occur in response to pandemics or other events outside of our control. These types of events have adversely affected and could continue to adversely affect operating results for us and for our portfolio companies. For example, the

COVID-19

pandemic has adversely impacted global commercial activity and contributed to significant volatility in the equity and debt markets. The

COVID-19

pandemic and restrictive measures taken to contain or mitigate its spread have caused, and may continue to cause, business shutdowns, or the

re-introduction

of business shutdowns, cancellations of events and restrictions on travel, significant reductions in demand for certain goods and services, reductions in business activity and financial transactions, supply chain interruptions, labor shortages, increased inflationary pressure and overall economic and financial market instability both globally and in the United States. Many states, including those in which we and portfolio companies in which we invest may operate, have previously issued orders requiring the closure of, or certain restrictions on the operation of, certain businesses. The ultimate duration and severity of the

COVID-19

pandemic, including

COVID-19

variants, remain uncertain. While several countries, as well as certain states, counties and cities in the United States, relaxed the public health restrictions throughout 2021 partly as a result of the introduction of vaccines, recurring

COVID-19

outbreaks caused by different virus variants continue to lead to the

re-introduction

of certain restrictions in certain states in the United States and globally. Even after the

COVID-19

pandemic subsides, the U.S. economy and most other major global economies may continue to experience a recession, and our business and operations, as well as the business and operations of the portfolio companies in which we invest, could be materially adversely affected by a prolonged recession in the U.S. and other major markets.

Despite actions of the U.S. federal government and foreign governments, the uncertainty surrounding the

COVID-19

pandemic, including uncertainty regarding existing or future variants and other factors, has contributed to significant volatility in the global public equity markets and global debt capital markets.

The continued uncertainty related to the sustainability and pace of economic recovery in the U.S. and globally could have a negative impact on our business.

Our business is directly influenced by the economic cycle, and could be negatively impacted by a downturn in economic activity in the U.S. as well as globally. Fiscal and monetary actions taken by

U.S. and non-U.S. government and

regulatory authorities could have a material adverse impact on our business. To the extent uncertainty regarding the U.S. or global economy, including as a result of

the global COVID-19 pandemic, negatively

impacts consumer confidence and consumer credit factors, our business, financial condition and results of operations could be adversely affected. Moreover, Federal Reserve policy, including with respect to certain interest rates and the decision to end its quantitative easing policy, along with the general policies of the current Presidential administration, may also adversely affect the value, volatility and liquidity of dividend- and interest-paying securities. Market volatility, periods of rising interest rates, such as the current economic period, and/or a return to unfavorable economic conditions could adversely affect our business.

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There is uncertainty surrounding potential legal, regulatory and policy changes by new presidential administrations in the United States that may directly affect financial institutions and the global economy.

The current administration has called for significant changes to U.S. trade, healthcare, immigration, foreign and government regulatory policy. In this regard, there is significant uncertainty with respect to legislation, regulation and government policy at the federal level, as well as the state and local levels. Recent events have created a climate of heightened uncertainty and introduced new and

difficult-to-quantify

macroeconomic and political risks with potentially

far-reaching

implications. There has been a corresponding meaningful increase in the uncertainty surrounding interest rates, inflation, foreign exchange rates, trade volumes and fiscal and monetary policy. To the extent the U.S. Congress or the current administration implements changes to U.S. policy, those changes may impact, among other things, the U.S. and global economy, international trade and relations, unemployment, immigration, corporate taxes, healthcare, the U.S. regulatory environment, inflation and other areas. Although we cannot predict the impact, if any, of these changes to our business, they could adversely affect our business, financial condition, operating results and cash flows. Until we know what policy changes are made and how those changes impact our business and the business of our competitors over the long term, we will not know if, overall, we will benefit from them or be negatively affected by them.

We are exposed to risks associated with changes in interest rates, including the transition away from LIBOR and the adoption of alternative reference rates.

Although we no longer intend to lend at rates based on the London Interbank Offered Rate (“LIBOR”), we may acquire loans that continue to use LIBOR. While many LIBOR rates were phased out at the end of 2021, a selection of widely used U.S.-dollar LIBOR rates will continue to be published until June 2023. On July 29, 2021, the U.S. Federal Reserve System, in conjunction with the Alternative Reference Rates Committee, a steering committee comprised of large U.S. financial institutions, formally recommended replacing U.S.-dollar LIBOR with the Secured Overnight Financing Rate (“SOFR”), a new index calculated by short-term repurchase agreements, backed by Treasury securities. Further, on March 15, 2022, the Consolidation Appropriations Act of 2022, which includes the Adjustable Interest Rate (LIBOR) Act (“LIBOR Act”), was signed into law in the U.S. This legislation establishes a uniform benchmark replacement process for financial contracts that mature after June 30, 2023 which do not contain clearly defined or practicable fallback provisions. The legislation also creates a safe harbor that shields lenders from litigation if they choose to utilize a replacement rate recommended by the Board of Governors of the Federal Reserve. Although the transition process away from LIBOR has become increasingly well-defined (e.g. the LIBOR Act now provides a uniform benchmark replacement for LIBOR-based instruments in the U.S.), the transition process may involve, among other things, increased volatility or illiquidity in markets for instruments that currently rely on LIBOR and may result in a reduction in the value of certain instruments that we may acquire. Further, disruptions related to loans in the marketplace could have a material adverse effect on the ability of the Investment Adviser or its affiliates to enter into loans in the future in accordance with our investment strategy and have a material adverse effect on us.

Inflation and a rising interest rate environment may adversely affect the business, results of operations and financial condition of us and our portfolio companies.

The current macroeconomic environment is characterized by record-high inflation, supply chain challenges, labor shortages, high interest rates, foreign currency exchange volatility, volatility in global capital markets and growing recession risk. The risks associated with the Company’s and our portfolio companies’ businesses are more severe during periods of economic slowdown or recession.

Any disruptions in the capital markets, as a result of inflation and a rising interest environment or otherwise, may increase the spread between the yields realized on risk-free and higher risk securities and can result in illiquidity in parts of the capital markets, significant write-offs in the financial sector and

re-pricing

of credit risk in the broadly syndicated market. These and any other unfavorable economic conditions could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us.

In addition, market conditions (including inflation, supply chain issues and decreased consumer demand) have adversely impacted, and could in the future further impact, the operations of certain of our portfolio companies. If the financial results of middle-market companies, like those in which we invest, experience deterioration, it could ultimately lead to difficulty in meeting debt service requirements and an increase in defaults, and further deterioration in market conditions will further depress the outlook for those companies. Further, adverse economic conditions decreased and may in the future decrease the value of collateral securing some of our loans and the value of our equity investments. Such conditions have required and may in the future require us to modify the payment terms of our investments, including changes in PIK interest provisions and/or cash interest rates. The performance of certain of our portfolio companies has been, and in the future may be, negatively impacted by these economic or other conditions, which can result in our receipt of reduced interest income from our portfolio companies and/or realized and unrealized losses related to our investments, and, in turn, may adversely affect distributable income and have a material adverse effect on our results of operations.

Inflation may cause the real value of our investments to decline.

Inflation risk results from the variation in the value of cash flows from a security due to inflation, as measured in terms of purchasing power. We are exposed to inflation risk with respect to any fixed rate investments that we make, if any, because the interest rate the issuer has to pay us is fixed for the life of the security. To the extent that interest rates reflect the expected inflation rate, floating rate loans have a lower level of inflation risk.

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Technological innovations and industry disruptions may negatively impact us.

Technological innovations have disrupted traditional approaches in multiple industries and can permit younger companies to achieve success and in the process disrupt markets and market practices. We can provide no assurance that new businesses and approaches will not be created that would compete with us and/or our portfolio companies or alter the market practices in which SLR Capital Partners and its affiliates and us have been designed to function within and on which we depend on for our investment return. New approaches could damage our investments, disrupt the market in which we operate and subject us to increased competition, which could materially and adversely affect our business, financial condition and results of investments.

We are subject to risks related to corporate social responsibility.

Our business (including that of our portfolio companies) faces increasing public scrutiny related to environmental, social and governance (“ESG”) activities, which are increasingly considered to contribute to reducing a company’s operational risk, market risk and reputational risk, which may in turn impact the long-term sustainability of a company’s performance. A variety of organizations measure the performance of companies on ESG topics, and the results of these assessments are widely publicized. In addition, investment in funds that specialize in companies that perform well in such assessments are increasingly popular, and major institutional investors have publicly emphasized the importance of such ESG measures to their investment decisions. We risk damage to our brand and reputation if we fail to act responsibly in a number of areas, including, but not limited to, diversity, equity and inclusion, human rights, climate change, environmental stewardship, corporate governance and considering ESG factors in our investment processes. Adverse incidents with respect to ESG activities could impact the value of our brand, our relationship with existing and future portfolio companies, the cost of our operations and relationships with investors, all of which could adversely affect our business and results of operations.

However, regional and investor specific sentiment may differ in what constitutes a material positive or negative ESG corporate practice. There is no guarantee that the Company’s corporate social responsibility practices will uniformly fit every investor’s definition of best practices for all environmental, social and governance considerations across geographies and investor types.

There is also a growing regulatory interest across jurisdictions in improving transparency regarding the definition, measurement and disclosure of ESG factors in order to allow investors to validate and better understand sustainability claims. For example, the SEC has proposed, or has announced that it is working on proposals for, rules that, among other matters, would establish a framework for reporting of climate-related risks, corporate and fund carbon emissions, broad diversity and capital management. At this time, there is uncertainty regarding the scope of such proposals or when they would become effective (if at all). In addition, in 2021 the SEC established an enforcement task force to look into ESG practices and disclosures by public companies and investment managers and has started to bring enforcement actions based on ESG disclosures not matching actual investment processes. We and our portfolio companies are subject to the risk that similar measures might be introduced in other jurisdictions in the future. Additionally, compliance with any new laws or regulations increases our regulatory burden and could make compliance more difficult and expensive, affect the manner in which we or our portfolio companies conduct our businesses and adversely affect our profitability.

The effect of global climate change may impact the operations of our portfolio companies.

There may be evidence of global climate change. Climate change creates physical and financial risk and some of our portfolio companies may be adversely affected by climate change. For example, the needs of customers of energy companies vary with weather conditions, primarily temperature and humidity. To the extent weather conditions are affected by climate change, energy use could increase or decrease depending on the duration and magnitude of any changes. Increases in the cost of energy could adversely affect the cost of operations of our portfolio companies if the use of energy products or services is material to their business. A decrease in energy use due to weather changes may affect some of our portfolio companies’ financial condition, through decreased revenues. Extreme weather conditions in general require more system backup, adding to costs, and can contribute to increased system stresses, including service interruptions. Energy companies could also be affected by the potential for lawsuits against or taxes or other regulatory costs imposed on greenhouse gas emitters, based on links drawn between greenhouse gas emissions and climate change.

In December 2015, the United Nations, of which the U.S. is a member, adopted a climate accord with the long-term goal of limiting global warming and the short-term goal of significantly reducing greenhouse gas emissions. As a result, some of our portfolio companies may become subject to new or strengthened regulations or legislation, which could increase their operating costs and/or decrease their revenues.

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We cannot predict how changes in tax law will affect us, our investments, or our stockholders, and any such legislation could adversely affect our business.

Legislative or other actions relating to taxes could have a negative effect on us. The rules dealing with U.S. federal income taxation are constantly under review by persons involved in the legislative process and by the Internal Revenue Service and the U.S. Treasury Department. New legislation and any other tax law developments, including new or revised U.S. Treasury regulations, administrative interpretations or court decisions, could negatively and perhaps retroactively affect our ability to qualify for tax treatment as a RIC or the U.S. federal income tax consequences to us and our shareholders, or could have other adverse consequences. Investors are urged to consult with their tax advisor regarding tax legislative, regulatory, or administrative developments and proposals and their potential effect on an investment in our common stock.

Uncertainty about U.S. government initiatives could negatively impact our business, financial condition and results of operations.

The U.S. government has recently called for significant changes to U.S. trade, healthcare, immigration, foreign and government regulatory policy. In this regard, there is significant uncertainty with respect to legislation, regulation and government policy at the federal level, as well as the state and local levels. Recent events have created a climate of heightened uncertainty and introduced

new and difficult-to-quantify macroeconomic and

political risks

with potentially far-reaching implications. There

has been a corresponding meaningful increase in the uncertainty surrounding interest rates, inflation, foreign exchange rates, trade volumes and fiscal and monetary policy. To the extent the U.S. Congress or the current administration implements changes to U.S. policy, those changes may impact, among other things, the U.S. and global economy, international trade and relations, unemployment, immigration, corporate taxes, healthcare, the U.S. regulatory environment, inflation and other areas.

A particular area identified as subject to potential change, amendment or repeal includes the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the “Dodd-Frank Act,” including the Volcker Rule and various swaps and derivatives regulations, credit risk retention requirements and the authorities of the Federal Reserve, the Financial Stability Oversight Council and the SEC. Given the uncertainty associated with the manner in which and whether the provisions of the Dodd-Frank Act will be implemented, repealed, amended, or replaced, the full impact such requirements will have on our business, results of operations or financial condition is unclear. The changes resulting from the Dodd-Frank Act or any changes to the regulations already implemented thereunder may require us to invest significant management attention and resources to evaluate and make necessary changes in order to comply with new statutory and regulatory requirements. Failure to comply with any such laws, regulations or principles, or changes thereto, may negatively impact our business, results of operations or financial condition. While we cannot predict what effect any changes in the laws or regulations or their interpretations would have on us as a result of recent financial reform legislation, these changes could be materially adverse to us and our stockholders.

Item 1B.

Unresolved Staff Comments

None

Item 2.

Properties

Our offices are located at 500 Park Avenue, New York, New York 10022, and are provided by SLR Capital Management in accordance with the terms of the Administration Agreement. We believe that our office facilities are suitable and adequate for our business as it is presently conducted.

Item 3.

Legal Proceedings

We and our consolidated subsidiaries are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us or our consolidated subsidiaries. From time to time, we and our consolidated subsidiaries may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. While the outcome of these legal proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our financial condition or results of operations.

Item 4.

Mine Safety Disclosures

Not applicable.

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PART II

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Common Stock

Our common stock is traded on the NASDAQ Global Select Market under

the

symbol “SLRC”. The following table sets forth, for each fiscal quarter during the last two fiscal years, the net asset value (“NAV”) per share of our common stock, the high and low closing sales prices for our common stock, such sales prices as a percentage of NAV per share and distributions per share.


	NAV (1)		Price Range				Premium or (Discount) of High Closing Price to NAV (2)			Premium or (Discount) of Low Closing Price to NAV (2)			Declared Distributions (3)
	NAV (1)		High		Low		Premium or (Discount) of High Closing Price to NAV (2)			Premium or (Discount) of Low Closing Price to NAV (2)			Declared Distributions (3)
Fiscal 2022
Fourth Quarter	$	18.33	$	15.03	$	12.50		(18.0	)%		(31.8	)%	$	0.41
Third Quarter		18.37		15.76		12.32		(14.2	)		(32.9	)		0.41
Second Quarter		18.53		18.19		14.17		(1.8	)		(23.5	)		0.41
First Quarter		19.56		19.26		17.68		(1.5	)		(9.6	)		0.41
Fiscal 2021
Fourth Quarter	$	19.93	$	19.90	$	17.55		(0.2	)%		(11.9	)%	$	0.41
Third Quarter		20.20		19.75		18.42		(2.2	)		(8.8	)		0.41
Second Quarter		20.29		19.58		17.88		(3.5	)		(11.9	)		0.41
First Quarter		20.26		19.35		17.35		(4.5	)		(14.4	)		0.41

(1)	NAV per share is determined as of the last day in the relevant quarter and therefore may not reflect the NAV per share on the date of the high and low sales prices. The net asset values shown are based on outstanding shares at the end of each period.

(2)	Calculated as of the respective high or low closing price divided by NAV and subtracting 1.

(3)	Represents the cash distribution for the specified quarter.

On February 22, 2023 the last reported sales price of our common stock was $14.73 per share. As of February 22, 2023, we had 19 shareholders of record.

Shares of BDCs may trade at a market price that is less than the value of the net assets attributable to those shares. The possibility that our shares of common stock will trade at a discount from net asset value or at premiums that are unsustainable over the long term is separate and distinct from the risk that our net asset value will decrease. Since our IPO on February 9, 2010, our shares of common stock have traded at both a discount and a premium to the net assets attributable to those shares. As of February 22, 2023, our shares of common stock traded at a discount equal to approximately 19.6% of the net assets attributable to those shares based upon our net asset value as of December 31, 2022. It is not possible to predict whether the shares offered hereby will trade at, above, or below net asset value.

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DISTRIBUTIONS

Tax characteristics of all distributions will be reported to stockholders on Form 1099 after the end of the calendar year. Future distributions, if any, will be determined by the Board. We expect that our distributions to stockholders will generally be from accumulated net investment income, from net realized capital gains or

non-taxable

return of capital, if any, as applicable.

We have elected to be taxed as a RIC under Subchapter M of the Code. To maintain our RIC tax treatment, we must distribute at least 90% of our ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any, out of the assets legally available for distribution. In addition, although we currently intend to distribute realized net capital gains (

i.e.

, net long-term capital gains in excess of short-term capital losses), if any, at least annually, out of the assets legally available for such distributions, we may in the future decide to retain such capital gains for investment.

We maintain an “opt out” dividend reinvestment plan for our common stockholders. As a result, if we declare a distribution, then stockholders’ cash distributions will be automatically reinvested in additional shares of our common stock, unless they specifically “opt out” of the dividend reinvestment plan so as to receive cash distributions.

We may not be able to achieve operating results that will allow us to make distributions at a specific level or to increase the amount of these distributions from time to time. In addition, due to the asset coverage test applicable to us as a business development company, we may in the future be limited in our ability to make distributions. Also, our revolving credit facility may limit our ability to declare distributions if we default under certain provisions. If we do not distribute a certain percentage of our income annually, we will suffer adverse tax consequences, including possible loss of the tax benefits available to us as a regulated investment company. In addition, in accordance with GAAP and tax regulations, we include in income certain amounts that we have not yet received in cash, such as contractual

payment-in-kind

income, which represents contractual income added to the loan balance that becomes due at the end of the loan term, or the accrual of original issue or market discount. Since we may recognize income before or without receiving cash representing such income, we may have difficulty meeting the requirement to distribute at least 90% of our investment company taxable income to obtain tax benefits as a regulated investment company.

With respect to the distributions to stockholders, income from origination, structuring, closing and certain other upfront fees associated with investments in portfolio companies are treated as taxable income and accordingly, distributed to stockholders.

We cannot assure stockholders that they will receive any distributions at a particular level.

All distributions declared in cash payable to stockholders that are participants in our dividend reinvestment plan are generally automatically reinvested in shares of our common stock. As a result, stockholders that do not participate in the dividend reinvestment plan may experience dilution over time. Stockholders who do not elect to receive distributions in shares of common stock may experience accretion to the net asset value of their shares if our shares are trading at a premium and dilution if our shares are trading at a discount. The level of accretion or discount would depend on various factors, including the proportion of our stockholders who participate in the plan, the level of premium or discount at which our shares are trading and the amount of the distribution payable to a stockholder.

Recent Sales of Unregistered Securities

None.

Issuer Purchases of Equity Securities


Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (a) (in thousands)
October 1, 2022 to October 31, 2022		—	$	—		—	$	50,000
November 1, 2022 to November 30, 2022		27,813	$	14.06		27,813	$	49,609
December 1, 2022 to December 31, 2022		189,458	$	13.97		189,458	$	46,962

Total		217,271				217,271

(a)

On May 3, 2022, the Board authorized a program to repurchase up to $50 million of our outstanding shares of common stock. Under the repurchase program, we may, but are not obligated to, repurchase shares of our outstanding common stock in the open market from time to time provided that we comply with our code of ethics and the guidelines specified in Rule

10b-18

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STOCK PERFORMANCE GRAPH

This graph compares the cumulative total return on our common stock with that of the Standard & Poor’s BDC Index, Standard & Poor’s 500 Stock Index and the Russell 2000 Financial Services Index, for the period from December 31, 2017 through December 31, 2022. The graph assumes that a person invested $10,000 in each of the following: our common stock (SLRC), the S&P BDC Index, the S&P 500 Index, and the Russell 2000 Financial Services Index. The graph measures total stockholder return, which takes into account both changes in stock price and dividends. It assumes that dividends paid are invested in additional shares of the same class of equity securities at the frequency with which dividends are paid of such securities during the applicable fiscal year.

The graph and other information furnished under this Part II Item 5 of this Form

10-K

shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the 1934 Act. The stock price performance included in the above graph is not necessarily indicative of future stock price performance.

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FEES AND EXPENSES

The following table is intended to assist an investor in understanding the costs and expenses that you will bear directly or indirectly. We caution you that some of the percentages indicated in the table below are estimates and may vary. Except where the context suggests otherwise, whenever this report contains a reference to fees or expenses paid by “us” or “SLRC,” or that “we” will pay fees or expenses, you will indirectly bear such fees or expenses as an investor in SLR Investment Corp.


Stockholder transaction expenses:
Sales load (as a percentage of offering price)	—	% (1)
Offering expenses (as a percentage of offering price)	—	% (2)
Dividend reinvestment plan expenses	—	% (3)
Total stockholder transaction expenses (as a percentage of offering price)	—	% (2)
Annual expenses (as a percentage of net assets attributable to common stock) (4) :
Base management fee	3.00	% (5)
Incentive fees payable under our Investment Advisory and Management Agreement (up to 20%)	1.51	% (6)
Interest payments on borrowed funds	4.61	% (7)
Acquired fund fees and expenses	0.02	% (8)
Other expenses (estimated)	1.15	% (9)
Total annual expenses	10.29	%

(1)	In the event that the shares of common stock are sold to or through underwriters, a corresponding prospectus supplement will disclose the applicable sales load and the “Example” will be updated accordingly.

(2)	The prospectus supplement corresponding to each offering will disclose the applicable offering expenses and total stockholder transaction expenses.

(3)	The expenses of the dividend reinvestment plan are included in “other expenses.”

(4)	Annual Expenses are presented in this manner because common shareholders will bear all costs of running the Company.

(5)

Our 1.50% base management fee under the Investment Advisory and Management Agreement (giving effect to the Letter Agreement) is based on our gross assets, which is defined as all the assets of SLRC, excluding temporary assets, including those acquired using borrowings for investment purposes, and assumes our gross assets remain consistent with gross assets for the fiscal year ended December 31, 2022. The base management fee is reduced to 1.00% on gross assets that exceed 200% of total net assets as of the immediately preceding quarter.

(6)	Assumes that annual incentive fees earned by our investment adviser, SLR Capital Partners, remain consistent with the incentive fees earned by SLR Capital Partners for the fiscal year ended December 31, 2022. The incentive fee consists of two parts:

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The first part, which is payable quarterly in arrears, equals 20% of the excess, if any, of our

“Pre-Incentive

Fee Net Investment Income” that exceeds a 1.75% quarterly (7.00% annualized) hurdle rate, which we refer to as the Hurdle, subject to a

“catch-up”

provision measured at the end of each calendar quarter. The first part of the incentive fee is computed and paid on income that may include interest that is accrued but not yet received in cash. The operation of the first part of the incentive fee for each quarter is as follows:

•

no incentive fee is payable to our investment adviser in any calendar quarter in which our

Pre-Incentive

Fee Net Investment Income does not exceed the Hurdle of 1.75%;

•

100% of our

Pre-Incentive

Fee Net Investment Income with respect to that portion of such

Pre-Incentive

Fee Net Investment Income, if any, that exceeds the Hurdle but is less than 2.1875% in any calendar quarter (8.75% annualized) is payable to our investment adviser. We refer to this portion of our

Pre-Incentive

Fee Net Investment Income (which exceeds the Hurdle but is less than 2.1875%) as the

“catch-up.”

The

“catch-up”

is meant to provide our investment adviser with 20% of our

Pre-Incentive

Fee Net Investment Income, as if a Hurdle did not apply when our

Pre-Incentive

Fee Net Investment Income exceeds 2.1875% in any calendar quarter; and

•

20% of the amount of our

Pre-Incentive

Fee Net Investment Income, if any, that exceeds 2.1875% in any calendar quarter (8.75% annualized) is payable to our investment adviser (once the Hurdle is reached and the

catch-up

is achieved, 20% of all

Pre-Incentive

Fee Investment Income thereafter is allocated to our investment adviser).

The second part of the incentive fee equals 20% of our “Incentive Fee Capital Gains,” if any, which equals our realized capital gains on a cumulative basis from inception through the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees. The second part of the incentive fee is payable, in arrears, at the end of each calendar year (or upon termination of the Investment Advisory and Management Agreement, as of the termination date).

(7)

We have historically and will in the future borrow funds from time to time to make investments to the extent we determine that the economic situation is conducive to doing so. The costs associated with our outstanding borrowings are indirectly borne by our investors. For purposes of this section, we have computed interest expense using the average consolidated balance outstanding for borrowings during the fiscal year ended December 31, 2022. We used the Secured Overnight Financing Rate (“SOFR”) or similar base rate on December 31, 2022 and the interest rate on the Credit Facility, the SPV Credit Facility, the 2027 Series F Unsecured Notes, the 2027 Unsecured Notes, the 2026 Unsecured Notes, the 2025 Unsecured Notes, the 2024 Unsecured Notes and the 2023 Unsecured Notes on December 31, 2022. We have also included, as applicable, the estimated market discount or amortization of fees incurred in establishing the Credit Facility, the SPV Credit Facility, the 2027 Series F Unsecured Notes, the 2027 Unsecured Notes, the 2026 Unsecured Notes, the 2025 Unsecured Notes, the 2024 Unsecured Notes and the 2023 Unsecured Notes as of December 31, 2022. Additionally, we included the estimated cost of commitment fees for unused balances on the Credit Facility and the SPV Credit Facility. As of December 31, 2022, we had $393.0 million outstanding under the Credit Facility, $155.2 million outstanding under the SPV Credit Facility and $135 million, $50 million, $75 million, $125 million, $85 million, and $75 million outstanding under the 2027 Series F Unsecured Notes, the 2027 Unsecured Notes, the 2026 Unsecured Notes, the 2025 Unsecured Notes, the 2024 Unsecured Notes and the 2023 Unsecured Notes, respectively. We may also issue preferred stock, subject to our compliance with applicable requirements under the 1940 Act, although we have no immediate intention to do so.

(8)

The holders of shares of our common stock indirectly bear the expenses of our investment in SLR Senior Lending Program LLC (“SSLP”). No management fee is charged on our investments in SSLP in connection with the administrative services provided to SSLP. Future expenses for SSLP may be substantially higher or lower because certain expenses may fluctuate over time.

(9)

“Other expenses” are based on estimated amounts for the current fiscal year, which considers the amounts incurred for the fiscal year ended December 31, 2022 and include our overhead expenses, including payments under our Administration Agreement based on our allocable portion of overhead and other expenses incurred by SLR Capital Management in performing its obligations under the Administration Agreement.

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Example

The following example demonstrates the projected dollar amount of total cumulative expenses that would be incurred over various periods with respect to a hypothetical investment in our common stock. In calculating the following expense amounts, we have assumed that our annual operating expenses would remain at the levels set forth in the table above and have excluded performance-based incentive fees. As such, the below example is based on an annual expense ratio of 8.78%. See Note 7 above for additional information regarding certain assumptions regarding our level of leverage. In the event that shares are sold to or through underwriters, a corresponding prospectus supplement will restate this example to reflect the applicable sales load.


	1 Year		3 Years		5 Years		10 Years
You would pay the following expenses on a $1,000 investment, assuming a 5% annual return	$	88	$	253	$	407	$	743

The example and the expenses in the tables above should not be considered a representation of our future expenses, and actual expenses may be greater or less than those shown.

While the example assumes, as required by the SEC, a 5% annual return, our performance will vary and may result in a return greater or less than 5%. The incentive fee under the Investment Advisory and Management Agreement, which, assuming a 5% annual return, would either not be payable or would have an insignificant impact on the expense amounts shown above, is not included in the example. This illustration assumes that we will not realize any capital gains (computed net of all realized capital losses and unrealized capital depreciation) in any of the indicated time periods. If we achieve sufficient returns on our investments, including through the realization of capital gains, to trigger an incentive fee of a material amount, our expenses and returns to our investors would be higher. For example, if we assumed that we received our 5% annual return completely in the form of net realized capital gains on our investments, computed net of all cumulative unrealized depreciation on our investments, the projected dollar amount of total cumulative expenses set forth in the above illustration would be as follows:


	1 Year		3 Years		5 Years		10 Years
You would pay the following expenses on a $1,000 investment, assuming a 5% annual return	$	98	$	279	$	444	$	792

In addition, the example assumes no sales load. Also, while the example assumes reinvestment of all distributions at net asset value, participants in our dividend reinvestment plan will receive a number of shares of our common stock, determined by dividing the total dollar amount of the distribution payable to a participant by the market price per share of our common stock at the close of trading on the distribution payment date, which may be at, above or below net asset value unless the company makes open market purchases and the shares received will be determined based on the average price paid by our agent, plus commissions.

Item 6.

Reserved

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Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The information contained in this section should be read in conjunction with our Consolidated Financial Statements and notes thereto appearing elsewhere in this report.

Some of the statements in this report constitute forward-looking statements, which relate to future events or our future performance or financial condition. The forward-looking statements contained herein involve risks and uncertainties, including statements as to:

•

our future operating results, including our ability to achieve objectives;

•

our business prospects and the prospects of our portfolio companies;

•

the impact of investments that we expect to make;

•

our contractual arrangements and relationships with third parties;

•

the dependence of our future success on the general economy and its impact on the industries in which we invest;

•

the impact of any protracted decline in the liquidity of credit markets on our business;

•

the ability of our portfolio companies to achieve their objectives;

•

the valuation of our investments in portfolio companies, particularly those having no liquid trading market;

•

market conditions and our ability to access different debt markets and additional debt and equity capital;

•

our expected financings and investments;

•

the adequacy of our cash resources and working capital;

•

the timing of cash flows, if any, from the operations of our portfolio companies;

•

the ability of our investment adviser to locate suitable investments for us and to monitor and administer our investments;

•

changes in the political conditions and relations between the United States, Russia, Ukraine and other nations, the interest rate environment or conditions affecting the financial and capital markets;

•

changes in the general economy, slowing economy, rising inflation, risk of recession and risks in respect of a failure to increase the U.S. debt ceiling; and

•

our ability to anticipate and identify evolving market expectations with respect to environmental, social and governance matters, including the environmental impacts of our portfolio companies’ supply chain and operations.

These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including without limitation:

•

an economic downturn could impair our portfolio companies’ ability to continue to operate, which could lead to the loss of some or all of our investments in such portfolio companies;

•

a contraction of available credit and/or an inability to access the equity markets could impair our lending and investment activities;

•

interest rate volatility could adversely affect our results, particularly because we use leverage as part of our investment strategy;

•

currency fluctuations could adversely affect the results of our investments in foreign companies, particularly to the extent that we receive payments denominated in foreign currency rather than U.S. dollars;

•

the risks, uncertainties and other factors we identify in Item 1A. — Risk Factors contained in this Annual Report on Form

10-K

for the year ended December 31, 2022 and in our other filings with the SEC.

We generally use words such as “anticipates,” “believes,” “expects,” “intends” and similar expressions to identify forward-looking statements. Our actual results could differ materially from those projected in the forward-looking statements for any reason, including any factors set forth in “Risk Factors” and elsewhere in this report.

We have based the forward-looking statements included in this report on information available to us on the date of this report, and we assume no obligation to update any such forward-looking statements. Although we 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 we may make directly to you or through reports that we in the future may file with the SEC, including any annual reports on Form

10-K,

quarterly reports on Form

10-Q

and current reports on Form

8-K.

Overview

Solar Capital LLC, a Maryland limited liability company, was formed in February 2007 and commenced operations on March 13, 2007 with initial capital of $1.2 billion of which 47.04% was funded by affiliated parties.

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SLR Investment Corp. (the “Company”, “SLRC”, “we” or “our”), a Maryland corporation formed in November 2007, is a

closed-end,

externally managed,

non-diversified

management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). Furthermore, as the Company is an investment company, it continues to apply the guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946. In addition, for U.S federal income tax purposes, the Company has elected to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).

On February 9, 2010, we priced our initial public offering, selling 5.68 million shares of our common stock. Concurrent with our initial public offering, Michael S. Gross, our Chairman,

Co-Chief

Executive Officer and President, and Bruce Spohler, our Co-Chief Executive Officer and Chief Operating Officer, collectively purchased an additional 0.6 million shares of our common stock through a private placement transaction exempt from registration under the Securities Act.

We invest primarily in privately held U.S. middle-market companies, where we believe the supply of primary capital is limited and the investment opportunities are most attractive. Our investment objective is to generate both current income and capital appreciation through debt and equity investments. We invest primarily in leveraged middle-market companies in the form of senior secured loans, financing leases and to a lesser extent, unsecured loans and equity securities. From time to time, we may also invest in public companies that are thinly traded. Our business is focused primarily on the direct origination of investments through portfolio companies or their financial sponsors. Our investments generally range between $5 million and $100 million each, although we expect that this investment size will vary proportionately with the size of our capital base and/or with strategic initiatives. Our investment activities are managed by SLR Capital Partners, LLC (the “Investment Adviser”) and supervised by the board of directors (the “Board)”, a majority of whom are

non-interested,

as such term is defined in the 1940 Act. SLR Capital Management, LLC (the “Administrator”) provides the administrative services necessary for us to operate.

SUNS Merger

On April 1, 2022, we completed our previously announced acquisition of SLR Senior Investment Corp., a Maryland corporation (“SUNS”). Pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”) by and among us, SUNS, Solstice Merger Sub, Inc., a Maryland corporation and our wholly-owned subsidiary (“Merger Sub”), and, solely for the limited purposes set forth therein, the Investment Adviser, dated as of December 1, 2021, Merger Sub was first merged with and into SUNS, with SUNS as the surviving corporation, and, immediately following the Merger, SUNS was then merged with and into us, with us as the surviving company. In accordance with the terms of the Merger Agreement, at the effective time of the Mergers, each outstanding share of SUNS’s common stock was converted into the right to receive 0.7796 shares of our common stock (with SUNS’s stockholders receiving cash in lieu of fractional shares of our common stock). As a result of the Mergers, we issued an aggregate of 12,511,825 shares of our common stock to former SUNS stockholders.

The Mergers are accounted for as an asset acquisition of SLR Senior Investment Corp. by the Company in accordance with the asset acquisition method of accounting as detailed in ASC

805-50,

“non-qualifying”

assets (for example cash) and does not give rise to goodwill. The Company is the accounting survivor of the Mergers. The Mergers were considered a

tax-free

reorganization and the historical cost basis of the acquired SUNS investments are carried forward for tax purposes.

Letter Agreement

On April 1, 2022, in connection with the consummation of the Mergers, we entered into a letter agreement (the “Letter Agreement”) pursuant to which the Investment Adviser voluntarily agreed to a permanent 25 basis point reduction of the annual base management fee rate payable by us to the Investment Adviser pursuant to the Advisory Agreement, resulting in an annual base management fee rate payable by us to the Investment Adviser of 1.50% on gross assets up to 200% of our total net assets. We retained the annual base management fee rate payable by us to the Investment Adviser of 1.00% on gross assets that exceed 200% of our total net assets.

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Recent Developments

On January 10, 2023, the Board declared a monthly distribution of $0.136667 per share payable on February 2, 2023 to holders of record as of January 26, 2023.

On February 2, 2023, the Board declared a monthly distribution of $0.136667 per share payable on March 1, 2023 to holders of record as of February 16, 2023.

On February 28, 2023, the Board declared a monthly distribution of $0.136667 per share payable on April 4, 2023 to holders of record as of March 23, 2023.

Investments

Our level of investment activity can and does vary

substantially

from period to period depending on many factors, including the amount of debt and equity capital available to middle market companies, the level of merger and acquisition activity for such companies, the general economic environment and the competitive environment for the types of investments we make. As a BDC, we must not acquire any assets other than “qualifying assets” specified in the 1940 Act unless, at the time the acquisition is made, at least 70% of our total assets are qualifying assets (with certain limited exceptions). Qualifying assets include investments in “eligible portfolio companies.” The definition of “eligible portfolio company” includes certain public companies that do not have any securities listed on a national securities exchange and companies whose securities are listed on a national securities exchange but whose market capitalization is less than $250 million.

Revenue

We generate revenue primarily in the form of interest and dividend income from the securities we hold and capital gains, if any, on investment securities that we may sell. Our debt investments generally have a stated term of three to seven years and typically bear interest at a floating rate usually determined on the basis of a benchmark London interbank offered rate (“LIBOR”), the Secured Overnight Financing Rate (“SOFR”), commercial paper rate, or the prime rate. Interest on our debt investments is generally payable monthly or quarterly but may be

bi-monthly

or semi-annually. In addition, our investments may provide

payment-in-kind

(“PIK”) income. Such amounts of accrued PIK income are added to the cost of the investment on the respective capitalization dates and generally become due at maturity of the investment or upon the investment being called by the issuer. We may also generate revenue in the form of commitment, origination, structuring fees, fees for providing managerial assistance and, if applicable, consulting fees, etc.

Expenses

All investment professionals of the investment adviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services, and the compensation and routine overhead expenses of such personnel allocable to such services, are provided and paid for by the Investment Adviser. We bear all other costs and expenses of our operations and transactions, including (without limitation):

•

the cost of our organization and public offerings;

•

the cost of calculating our net asset value, including the cost of any third-party valuation services;

•

the cost of effecting sales and repurchases of our shares and other securities;

•

interest payable on debt, if any, to finance our investments;

•

transfer agent and custodial fees;

•

fees and expenses associated with marketing efforts;

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•

federal and state registration fees, any stock exchange listing fees;

•

federal, state and local taxes;

•

independent directors’ fees and expenses;

•

brokerage commissions;

•

fidelity bond, directors and officers errors and omissions liability insurance and other insurance premiums;

•

direct costs and expenses of administration, including printing, mailing, long distance telephone and staff;

•

fees and expenses associated with independent audits and outside legal costs;

•

costs associated with our reporting and compliance obligations under the 1940 Act and applicable federal and state securities laws; and

•

We expect our general and administrative operating expenses related to our ongoing operations to increase moderately in dollar terms. During periods of asset growth, we generally expect our general and administrative operating expenses to decline as a percentage of our total assets and increase during periods of asset declines. Incentive fees, interest expense and costs relating to future offerings of securities, among others, may also increase or reduce overall operating expenses based on portfolio performance, interest rate benchmarks, and offerings of our securities relative to comparative periods, among other factors.

Macroeconomic Environment

Credit markets continued to be under pressure during 2022 amid a

risk-off

environment and sustained macro-economic uncertainty due to record-high inflation, tighter financial conditions and growing recession risk. Central banks have remained focused on restoring price stability by raising interest rates and have signaled that growth may be hindered until inflation comes under control.

Portfolio and Investment Activity

During the year ended December 31, 2022, exclusive of the assets acquired through the Mergers, we invested approximately $610 million across 77 portfolio companies. This compares to investing approximately $596 million across 52 portfolio companies for the year ended December 31, 2021. Investments sold, prepaid or repaid during the year ended December 31, 2022 totaled approximately $532 million versus approximately $468 million for the year ended December 31, 2021.

At December 31, 2022, our portfolio consisted of 139 portfolio companies and was invested 30.8% in cash flow senior secured loans, 30.0% in asset-based senior secured loans / SLR Credit Solutions (“SLR Credit”) / SLR Healthcare ABL / SLR Business Credit, 23.7% in equipment senior secured financings / SLR Equipment Finance (“SLR Equipment”) / Kingsbridge Holdings, LLC (“KBH”) and 15.5% in life science senior secured loans, in each case, measured at fair value, versus 106 portfolio companies invested 26.7% in cash flow senior secured loans, 27.0% in asset-based senior secured loans / SLR Credit, 29.9% in equipment senior secured financings / SLR Equipment / KBH, and 16.4% in life science senior secured loans, in each case, measured at fair value, at December 31, 2021.

At December 31, 2022, 77.7% or $1.61 billion of our income producing investment portfolio

is floating rate and 22.3% or $464.5 million is fixed rate, measured at fair value. At December 31, 2021, 79.4% or $1.20 billion of our income producing investment portfolio

is floating rate and 20.6% or $313.4 million is fixed rate, measured at fair value. As of December 31, 2022 and 2021, we had two and one issuers on

non-accrual

status, respectively.

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We have included SLR Credit Solutions, SLR Equipment Finance, SLR Healthcare ABL, SLR Business Credit and Kingsbridge Holdings, LLC within our income producing investment portfolio.

SLR Credit Solutions

On December 28, 2012, we acquired an equity interest in Crystal Capital Financial Holdings LLC (“Crystal Financial”) for $275 million in cash. Crystal Financial owned approximately 98% of the outstanding ownership interest in SLR Credit Solutions (“SLR Credit”), f/k/a Crystal Financial LLC. The remaining financial interest was held by various employees of SLR Credit, through their investment in Crystal Management LP. SLR Credit had a diversified portfolio of 23 loans having a total par value of approximately $400 million at November 30, 2012 and a $275 million committed revolving credit facility. On July 28, 2016, the Company purchased Crystal Management LP’s approximately 2% equity interest in SLR Credit for approximately $5.7 million. Upon the closing of this transaction, the Company holds 100% of the equity interest in SLR Credit. On September 30, 2016, Crystal Capital Financial Holdings LLC was dissolved. As of December 31, 2022, total commitments to the revolving credit facility are $285 million.

As of December 31, 2022, SLR Credit had 29 funded commitments to 25 different issuers with total funded loans of approximately $439.5 million on total assets of $460.7 million. As of December 31, 2021, SLR Credit had 22 funded commitments to 19 different issuers with total funded loans of approximately $287.4 million on total assets of $347.8 million. As of December 31, 2022 and December 31, 2021, the largest loan outstanding totaled $33.4 million and $35.0 million, respectively. For the same periods, the average exposure per issuer was $17.6 million and $15.1 million, respectively. SLR Credit’s credit facility, which is

non-recourse

to the Company, had approximately $224.3 million and $100.7 million of borrowings outstanding at December 31, 2022 and December 31, 2021, respectively. For the years ended December 31, 2022 and 2021, SLR Credit had net income of $7.5 million and $14.2 million, respectively, on gross income of $30.3 million and $34.0 million, respectively. Due to timing and

non-cash

items, there may be material differences between GAAP net income and cash available for distributions. As such, and subject to fluctuations in SLR Credit’s funded commitments, the timing of originations, and the repayments of financings, the Company cannot guarantee that SLR Credit will be able to maintain consistent dividend payments to us. SLR Credit’s consolidated financial statements for the fiscal years ended December 31, 2022 and December 31, 2021 are attached as an exhibit to this annual report on Form

10-K.

SLR Equipment Finance

On July 31, 2017, we acquired a 100% equity interest in NEF Holdings, LLC, which conducts its business through its wholly-owned subsidiary Nations Equipment Finance, LLC. Effective February 25, 2021, Nations Equipment Finance, LLC and its related companies are doing business as SLR Equipment Finance (“SLR Equipment”). SLR Equipment is an independent equipment finance company that provides senior secured loans and leases primarily to U.S. based companies. We invested $209.9 million in cash to effect the transaction, of which $145.0 million was invested in the equity of SLR Equipment through our wholly-owned consolidated taxable subsidiary NEFCORP LLC and our wholly-owned consolidated subsidiary NEFPASS LLC and $64.9 million was used to purchase certain leases and loans held by SLR Equipment through NEFPASS LLC. Concurrent with the transaction, SLR Equipment refinanced its existing senior secured credit facility into a $150.0 million

non-recourse

facility with an accordion feature to expand up to $250.0 million. In September 2019, SLR Equipment amended the facility, increasing commitments to $214.0 million with an accordion feature to expand up to $314.0, million and extended the maturity date of the facility to July 31, 2023.

As of December 31, 2022, SLR Equipment had 131 funded equipment-backed leases and loans to 59 different customers with a total net investment in leases and loans of approximately $190.8 million on total assets of $241.8 million. As of December 31, 2021, SLR Equipment had 135 funded equipment-backed leases and loans to 61 different customers with a total net investment in leases and loans of approximately $211.0 million on total assets of $264.0 million. As of December 31, 2022 and December 31, 2021, the largest position outstanding totaled $19.3 million and $19.2 million, respectively. For the same periods, the average exposure per customer was $3.2 million and $3.5 million, respectively. SLR Equipment’s credit facility, which is

non-recourse

to the Company, had approximately $115.0 million and $118.0 million of borrowings outstanding at December 31, 2022 and December 31, 2021, respectively. For the years ended December 31, 2022 and 2021, SLR Equipment had net losses of $2.9 million and $9.7 million, respectively, on gross income of $20.4 million and $22.9 million, respectively. Due to timing and

non-cash

items, there may be material differences between GAAP net income and cash available for distributions. As such, and subject to fluctuations in SLR Equipment’s funded commitments, the timing of originations, and the repayments of financings, the Company cannot guarantee that SLR Equipment will be able to maintain consistent dividend payments to us. SLR Equipment’s consolidated financial statements for the fiscal years ended December 31, 2022 and December 31, 2021 are attached as an exhibit to this annual report on Form

10-K.

Kingsbridge Holdings, LLC

mid-ticket

lessor of equipment primarily to U.S. investment grade companies. The Company invested $216.6 million to effect the transaction, of which $136.6 million was invested to acquire 87.5% of KBHT’s equity and $80.0 million in KBH’s debt. The existing management team of KBH committed to continuing to lead KBH after the transaction. Following the transaction, the Company owns 87.5% of KBHT equity and the KBH management team owns the remaining 12.5% of KBHT’s equity.

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As of December 31, 2022 and 2021, KBHT had total assets of $777.2 million and $738.4 million, respectively. For the same periods, debt recourse to KBHT totaled $222.1 million and $216.9 million, respectively, and

non-recourse

debt totaled $353.1 million and $323.8 million, respectively. None of the debt is recourse to the Company. For the years ended December 31, 2022 and December 31, 2021, KBHT had net income of $13.3 million and $12.2 million, respectively, on gross income of $298.8 million and $245.9 million, respectively. Due to timing and

non-cash

items, there may be material differences between GAAP net income and cash available for distributions. As such, and subject to fluctuations in KBHT’s funded commitments, the timing of originations, and the repayments of financings, the Company cannot guarantee that KBHT will be able to maintain consistent dividend payments to us. KBHT’s consolidated financial statements for the years ended December 31, 2022 and December 31, 2021 are attached as an exhibit to this annual report on Form

10-K.

SLR Healthcare ABL

SUNS acquired an equity interest in SLR Healthcare ABL, f/k/a Gemino Healthcare Finance, LLC (“SLR Healthcare”) on September 30, 2013. SLR Healthcare is a commercial finance company that originates, underwrites, and manages primarily secured, asset-based loans for small and

mid-sized

companies operating in the healthcare industry. SUNS initial investment in SLR Healthcare ABL was $32.8 million. The management team of SLR Healthcare

co-invested

in the transaction and continues to lead SLR Healthcare. As of September 30, 2022, SLR Healthcare’s management team and the Company own approximately 7% and 93% of the equity in SLR Healthcare, respectively. SLRC acquired SLR Healthcare in connection with the Mergers on April 1, 2022.

Concurrent with the closing of the transaction, SLR Healthcare entered into a new, four-year,

non-recourse,

$100 million credit facility with

non-affiliates,

which was expandable to $150 million under its accordion feature. Effective March 31, 2014, the credit facility was expanded to $105 million and again on June 27, 2014 to $110 million. On May 27, 2016, SLR Healthcare entered into a new $125 million credit facility which replaced the previously existing facility. The new facility has similar terms as compared to the previous facility and includes an accordion feature increase to $200 million and had a maturity date of May 27, 2020. On June 28, 2019, this $125 million facility was amended, extending the maturity date to June 28, 2023.

SLR Healthcare currently manages a highly diverse portfolio of directly-originated and underwritten senior-secured commitments. As of December 31, 2022, the portfolio totaled approximately $242.1 million of commitments with a total net investment in loans of $92.4 million on total assets of $108.7 million. As of December 31, 2021, the portfolio totaled approximately $183.5 million of commitments with a total net investment in loans of $81.6 million on total assets of $91.3 million. At December 31, 2022, the portfolio consisted of 41 issuers with an average balance of approximately $2.3 million versus 36 issuers with an average balance of approximately $2.3 million at December 31, 2021. All of the commitments in SLR Healthcare’s portfolio are floating-rate, senior-secured,

cash-pay

loans. SLR Healthcare’s credit facility, which is

non-recourse

to us, had approximately $77 million and $60 million of borrowings outstanding at December 31, 2022 and December 31, 2021, respectively. For the years ended December 31, 2022 and 2021, SLR Healthcare had net income of $3.5 million and $0.7 million, respectively, on gross income of $11.6 million and $10.1 million, respectively. Due to timing and

non-cash

items, there may be material differences between GAAP net income and cash available for distributions. As such, and subject to fluctuations in SLR Healthcare’s funded commitments, the timing of originations, and the repayment of financings, the Company cannot guarantee that SLR Healthcare will be able to maintain consistent dividend payments to us. SLR Healthcare’s consolidated financial statements for the fiscal years ended December 31, 2022 and December 31, 2021 are attached as an exhibit to this annual report on Form

10-K.

SLR Business Credit

SUNS acquired 100% of the equity interests of North Mill Capital LLC (“NMC”) on October 20, 2017. NMC is a leading asset-backed lending commercial finance company that provides senior secured asset-backed financings to U.S. based

small-to-medium-sized

businesses primarily in the manufacturing, services and distribution industries. SUNS invested approximately $51.0 million to effect the transaction. Subsequently, SUNS contributed 1% of its equity interest in NMC to ESP SSC Corporation. Immediately thereafter, SUNS and ESP SSC Corporation contributed their equity interests to NorthMill LLC (“North Mill”). On May 1, 2018, North Mill merged with and into NMC, with NMC being the surviving company. SUNS and ESP SSC Corporation then owned 99% and 1% of the equity interests of NMC, respectively. The management team of NMC continues to lead NMC. On June 28, 2019, North Mill Holdco LLC (“NM Holdco”), a newly formed entity and ESP SSC Corporation acquired 100% of Summit Financial Resources, a Salt Lake City-based provider of asset-backed financing to small and

medium-sized

businesses. As part of this transaction, SUNS 99% interest in the equity of NMC was contributed to NM Holdco. This approximately $15.5 million transaction was financed with borrowings on NMC’s credit facility. Effective February 25, 2021, NMC and its related companies are doing business as SLR Business Credit. On June 3, 2021, NMC acquired 100% of Fast Pay Partners LLC, a Los Angeles-based provider of asset-backed financing to digital media companies. The transaction purchase price of $66.7 million was financed with equity from SUNS of $19.0 million and borrowings on NMC’s credit facility of $47.7 million. SLRC acquired SLR Business Credit in connection with the Mergers on April 1, 2022.

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332.2 million

. As of December 31, 2021, the portfolio totaled approximately $513.9 million of commitments, of which $248.7 million were funded, on total assets of $290.8 million. At December 31, 2022, the portfolio consisted of 108 issuers with an average balance of approximately $2.6 million versus 125 issuers with an average balance of approximately $2.0 million at December 31, 2021. NMC has a senior credit facility with a bank lending group for $285.3 million, which expires on November 13, 2025. Borrowings are secured by substantially all of NMC’s assets. NMC’s credit facility, which is

non-recourse

to us, had approximately $214.4 million and $183.3 million of borrowings outstanding at December 31, 2022 and December 31, 2021, respectively. For the years ended December 31, 2022 and 2021, SLR Business Credit had net income of $3.9 million and $7.3 million, respectively, on gross income of $29.4 million and $24.0 million, respectively. Due to timing and

non-cash

items, there may be material differences between GAAP net income and cash available for distributions. As such, and subject to fluctuations in SLR Business Credit’s funded commitments, the timing of originations, and the repayments of financings, the Company cannot guarantee that SLR Business Credit will be able to maintain consistent dividend payments to us. SLR Business Credit’s consolidated financial statements for the fiscal years ended December 31, 2022 and December 31, 2021 are attached as an exhibit to this annual report on Form

10-K.

Stock Repurchase Program

On May 3, 2022, our Board authorized a program for the purpose of repurchasing up to $50 million of our outstanding shares of common stock. Under the repurchase program, we may, but are not obligated to, repurchase shares of our outstanding common stock in the open market from time to time provided that we comply with our code of ethics and the guidelines specified in Rule

10b-18

of the 1934 Act, including certain price, market volume and timing constraints. In addition, any repurchases will be conducted in accordance with the 1940 Act. Unless amended or extended by our Board, we expect the repurchase program to be in place until the earlier of May 1, 2023 or until $50 million of our outstanding shares of common stock have been repurchased. The timing and number of shares to be repurchased will depend on a number of factors, including market conditions. There are no assurances that we will engage in any repurchases beyond what is reported herein. During the fiscal year ended December 31, 2022, the Company repurchased 217,271 shares at an average price of approximately $13.98 per share, inclusive of commissions. The total dollar amount of shares repurchased was $3.0 million.

SLR Senior Lending Program LLC

On October 12, 2022, the Company entered into an amended and restated limited liability company agreement with Sunstone Senior Credit L.P. (the “Investor”) to create a joint venture vehicle, SLR Senior Lending Program LLC (“SSLP”). SSLP is expected to invest primarily in senior secured cash flow loans. The Company and the Investor each have made initial equity commitments of $50 million, resulting in a total equity commitment of $100 million. Investment decisions and all material decisions in respect of SSLP must be approved by representatives of the Company and the Investor.

As of December 31, 2022 the Company and the Investor had contributed combined equity capital in the amount of $19.0 million. As of December 31, 2022, the Company and the Investor’s remaining commitments to SSLP totaled $40.5 million and $40.5 million, respectively. The Company, along with the Investor, controls the funding of SSLP, and SSLP may not call the unfunded commitments of the Company or the Investor without approval of both the Company and the Investor.

As of December 31, 2022, SSLP had total assets of $19.1 million. SSLP’s portfolio consisted of floating rate senior secured loans to seven (7) different borrowers. For the period December 1, 2022 (commencement of operations) through December 31, 2022, SSLP invested $18.1 million in seven (7) portfolio companies. Investments prepaid totaled $0.1 million for the same period.

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SSLP Portfolio as of December 31, 2022 (dollar amounts in thousands)


Description	Industry	Spread Above Index (1)		Floor		Interest Rate (2)		Maturity Date		Par Amount		Cost		Fair Value (3)
Atria Wealth Solutions, Inc. (4)	Diversified Financial Services		S+600		1.00%		10.84%		2/29/24	$	2,494	$	2,494	$	2,494
BayMark Health Services, Inc. (4)	Health Care Providers & Services		L+500		1.00%		9.73%		6/11/27		2,992		2,992		2,992
ENS Holdings III Corp. & ES Opco USA LLC (4)	Trading Companies & Distributors		L+475		1.00%		9.43%		12/31/25		1,097		1,097		1,097
Foundation Consumer Brands, LLC (4)	Personal Products		L+550		1.00%		10.15%		2/12/27		2,963		2,963		2,963
High Street Buyer, Inc. (4)	Insurance		L+600		0.75%		10.73%		4/16/28		2,494		2,494		2,494
Ivy Fertility Services, LLC (4)	Health Care Providers & Services		L+625		1.00%		10.39%		2/25/26		3,000		3,000		3,030
Kid Distro Holdings, LLC (4)	Software		L+575		1.00%		10.48%		10/1/27		2,992		2,992		2,992

												$	18,032	$	18,062

(1)	Floating rate instruments accrue interest at a predetermined spread relative to an index, typically the LIBOR or SOFR. These instruments are typically subject to a LIBOR or SOFR floor.

(2)	Floating rate debt investments typically bear interest at a rate determined by reference to either the LIBOR (“L”) or SOFR (“S”), and which typically reset monthly, quarterly or semi-annually. For each debt investment we have provided the current interest rate in effect as of December 31, 2022.

(3)	Represents the fair value in accordance with ASC Topic 820. The determination of such fair value is not included in the Board’s valuation process described elsewhere herein.

(4)	The Company also holds this security on its Consolidated Statements of Assets and Liabilities.

Below is certain summarized financial information for SSLP as of December 31, 2022 and for the period December 1, 2022 (commencement of operations) through December 31, 2022:


	December 31, 2022
Selected Balance Sheet Information for SSLP (in thousands):
Investments at fair value (cost $18,032)	$	18,062
Cash and other assets		1,043

Total assets	$	19,105

Debt outstanding	$	—
Interest payable and other credit facility related expenses		165
Accrued expenses and other payables		89

Total liabilities	$	254

Members’ equity	$	18,851

Total liabilities and members’ equity	$	19,105

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	For the Period December 1, 2022 (commencement of operations) through December 31, 2022
Selected Income Statement Information for SSLP (in thousands):
Interest income	$	152

Service fees*	$	4
Interest and other credit facility expenses		166
Organizational costs		73
Other general and administrative expenses		88

Total expenses		331

Net investment loss	$	(179	)

Realized gain on investments		—
Net change in unrealized gain on investments		30

Net realized and unrealized gain on investments		30

Net loss	$	(149	)

*	Service fees are included within the Company’s Consolidated Statements of Operations as other income.

Critical Accounting Policies

The preparation of consolidated financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and revenues and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following items as critical accounting policies. Within the context of these critical accounting policies and disclosed subsequent events herein, we are not currently aware of any other reasonably likely events or circumstances that would result in materially different amounts being reported.

Valuation of Portfolio Investments

In December 2020, the SEC adopted new Rule

2a-5

2a-5’s

valuation requirements.

We conduct the valuation of our assets, pursuant to which our net asset value is determined, at all times consistent with GAAP, and the 1940 Act. The Board will (1) periodically assess and manage valuation risks; (2) establish and apply fair value methodologies; (3) test fair value methodologies; (4) oversee and evaluate third-party pricing services, as applicable; (5) oversee the reporting required by Rule

2a-5

under the 1940 Act; and (6) maintain recordkeeping requirements under Rule

2a-5.

It is anticipated that in respect of many of the Company’s assets, readily available market quotations will not be obtainable and that such assets will be valued at fair value. A market quotation is readily available for a security only when that quotation is a quoted price (unadjusted) in active markets for identical investments that the Company can access at the measurement date, provided that a quotation will not be readily available if it is not reliable. If the Company anticipates using a market quotation for a security, it will also monitor for circumstances that may necessitate the use of fair value, such as significant events that may cause concern over the reliability of a market quotation.

Our valuation procedures are set forth in more detail in Note 2(b) to the Company’s Consolidated Financial Statements Determination of fair value involves subjective judgments and estimates. Accordingly, the notes to our consolidated financial statements express the uncertainty with respect to the possible effect of such valuations, and any change in such valuations, on our consolidated financial statements.

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Revenue Recognition

The Company records dividend income and interest, adjusted for amortization of premium and accretion of discount, on an accrual basis. Investments that are expected to pay regularly scheduled interest and/or dividends in cash are generally placed on

non-accrual

status when principal or interest/dividend cash payments are past due 30 days or more (90 days or more for equipment financing) and/or when it is no longer probable that principal or interest/dividend cash payments will be collected. Such

non-accrual

investments are restored to accrual status if past due principal and interest or dividends are paid in cash, and in management’s judgment, are likely to continue timely payment of their remaining interest or dividend obligations. Interest or dividend cash payments received on investments may be recognized as income or applied to principal depending upon management’s judgment. Some of our investments may have contractual PIK income. PIK income computed at the contractual rate, as applicable, is accrued and reflected as a receivable up to the capitalization date. PIK investments offer issuers the option at each payment date of making payments in cash or in additional securities. When additional securities are received, they typically have the same terms, including maturity dates and interest rates as the original securities issued. On these payment dates, the Company capitalizes the accrued interest or dividends receivable (reflecting such amounts as the basis in the additional securities received). PIK generally becomes due at the maturity of the investment or upon the investment being called by the issuer. At the point the Company believes PIK is not expected to be realized, the PIK investment will be placed on

non-accrual

status. When a PIK investment is placed on

non-accrual

status, the accrued, uncapitalized interest or dividends is reversed from the related receivable through interest or dividend income, respectively. The Company does not reverse previously capitalized PIK income. Upon capitalization, PIK is subject to the fair value estimates associated with their related investments. PIK investments on

non-accrual

status are restored to accrual status if the Company again believes that PIK is expected to be realized. Loan origination fees, original issue discount, and market discounts are capitalized and amortized into income using the effective interest method. Upon the prepayment of a loan, any unamortized loan origination fees are recorded as interest income. We record prepayment premiums on loans and other investments as interest income when we receive such amounts. Capital structuring fees are recorded as other income when earned.

The typically higher yields and interest rates on PIK securities, to the extent we invested, reflects the payment deferral and increased credit risk associated with such instruments and that such investments may represent a significantly higher credit risk than coupon loans. PIK securities may have unreliable valuations because their continuing accruals require continuing judgments about the collectability of the deferred payments and the value of any associated collateral. PIK income has the effect of generating investment income and increasing the incentive fees payable at a compounding rate. In addition, the deferral of PIK income also increases the

loan-to-value

ratio at a compounding rate. PIK securities create the risk that incentive fees will be paid to the Investment Adviser based on

non-cash

accruals that ultimately may not be realized, but the Investment Adviser will be under no obligation to reimburse the Company for these fees. For the fiscal years ended December 31, 2022 and 2021, capitalized PIK income totaled $4.3 million and $7.6 million, respectively.

Net Realized Gain or Loss and Net Change in Unrealized Gain or Loss

We generally measure realized gain or loss by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized, but considering unamortized origination or commitment fees and prepayment penalties. The net change in unrealized gain or loss reflects the change in portfolio investment values during the reporting period, including the reversal of previously recorded unrealized gain or loss, when gains or losses are realized. Gains or losses on investments are calculated by using the specific identification method.

Income Taxes

SLRC, a U.S. corporation, has elected to be treated, and intends to qualify annually, as a RIC under Subchapter M of the Code. In order to qualify for U.S. federal income taxation as a RIC, the Company is required, among other things, to timely distribute to its stockholders at least 90% of investment company taxable income, as defined by the Code, for each year. Depending on the level of taxable income earned in a given tax year, we may choose to carry forward taxable income in excess of current year distributions into the next tax year and pay a nondeductible 4% U.S. federal excise tax on such income, as required. To the extent that the Company determines that its estimated current year annual taxable income will be in excess of estimated current year distributions, the Company accrues an estimated excise tax, if any, on estimated excess taxable income.

Recent Accounting Pronouncements

In March 2020, the FASB issued Accounting Standards Update

No. 2020-04,

“Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The guidance provides optional expedients and exceptions for applying GAAP to contract modifications, hedging relationships and other transactions, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued because of the reference rate reform. ASU

2020-04

is effective for all entities as of March 12, 2020 through December 31, 2022. The Company has determined that the adoption of this guidance has not had a material impact on the Company’s consolidated financial statements and disclosures.

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RESULTS OF OPERATIONS

Results comparisons are for the fiscal years ended December 31, 2022 and December 31, 2021. Results for the fiscal year ended December 31, 2020 can be found in Item 7 of the Company’s report on Form

10-K

filed on March 1, 2022, which is incorporated by reference herein.

Investment Income

For the fiscal years ended December 31, 2022 and 2021, gross investment income totaled $177.5 million and $139.4 million, respectively. The increase in gross investment income for the year over year period was primarily due to a larger portfolio size as a result of the Mergers coupled with organic growth, as well as due to an increase in loan reference rates.

Expenses

Net expenses totaled $101.1 million and $78.4 million, respectively, for the fiscal years ended December 31, 2022 and 2021, of which $45.1 million and $38.6 million, respectively, were base management fees and performance-based incentive fees and $46.1 million and $29.9 million, respectively, were interest and other credit facility expenses. Other general and administrative expenses totaled $11.5 million and $10.0 million, respectively, for the fiscal years ended December 31, 2022 and 2021. Over the same periods, $1.5 million and $0.0 million of performance-based incentive fees were waived. Expenses generally consist of management and performance-based incentive fees, interest and other credit facility expenses, administrative services fees, insurance expenses, legal fees, directors’ fees, transfer agency fees, printing and proxy expenses, audit and tax services expenses, and other general and administrative expenses. Interest and other credit facility expenses generally consist of interest, unused fees, agency fees and loan origination fees, if any, among others. The increase in expenses for the year over year period was primarily due to higher interest expense associated with an increase in borrowings to fund new investments as well as the increase in reference rates.

Net Investment Income

The Company’s net investment income totaled $76.4 million and $60.9 million, or $1.48 and $1.44, per average share, respectively, for the fiscal years ended December 31, 2022 and 2021.

Net Realized Gain (Loss)

The Company had investment sales and prepayments totaling approximately $532 million and $468 million, respectively, for the fiscal years ended December 31, 2022 and 2021. Net realized gain (loss) over the same periods were ($36.5) million and $0.03 million, respectively. Net realized losses for fiscal year 2022 were primarily related to the exit of our investment in PhyMed Management, LLC. Net realized gain for fiscal year 2021 was de minimis.

Net Change in Unrealized Loss

For the fiscal years ended December 31, 2022 and 2021, net change in unrealized loss on the Company’s assets and liabilities totaled $21.5 million and $1.4 million, respectively. Net unrealized loss for the fiscal year ended December 31, 2022 is primarily due to depreciation in the value of our investments in American Teleconferencing Services, Ltd., RD Holdco, Inc., SLR Credit Solutions and SLR Equipment Finance, among others, partially offset by the reversal of previously recognized unrealized depreciation on our investment in PhyMed Management LLC as well as appreciation on the value of our investments in SLR Business Credit and KBH Topco, LLC in addition to unrealized appreciation on assets acquired in the Mergers due to the accounting treatment of the purchase discount. Net unrealized loss for the fiscal year ended December 31, 2021 is primarily due to depreciation in the value of our investments in American Teleconferencing Services, Ltd., Rug Doctor and SOAGG LLC, among others, partially offset by appreciation in the value of our investments in KBH Topco, LLC, SLR Credit Solutions and PhyMed Management LLC, among others.

Net Increase in Net Assets From Operations

For the fiscal years ended December 31, 2022 and 2021, the Company had a net increase in net assets resulting from operations of $18.3 million and $59.6 million, respectively. For the fiscal years ended December 31, 2022 and 2021, earnings per average share were $0.35 and $1.41, respectively.

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LIQUIDITY AND CAPITAL RESOURCES

The Company’s liquidity and capital resources are generated and generally available through its Credit Facility and SPV Credit Facility (as defined below), the 2023 Unsecured Notes, the 2024 Unsecured Notes, the 2025 Unsecured Notes, the 2026 Unsecured Notes, the 2027 Unsecured Notes and the 2027 Series F Unsecured Notes, through cash flows from operations, investment sales, prepayments of senior and subordinated loans, income earned on investments and cash equivalents, and periodic

follow-on

equity and/or debt offerings. As of December 31, 2022, we had a total of $401.8 million of unused borrowing capacity under the Credit Facility and SPV Credit Facility, subject to borrowing base limits.

We may from time to time issue equity and/or debt securities in either public or private offerings. The issuance of such securities will depend on future market conditions, funding needs and other factors and there can be no assurance that any such issuance will occur or be successful. The primary uses of existing funds and any funds raised in the future is expected to be for investments in portfolio companies, repayment of indebtedness, cash distributions to our stockholders, or for other general corporate purposes.

On April 1, 2022, we entered into an assumption agreement (the “CF Assumption Agreement”), effective as of the closing of the Mergers. The CF Assumption Agreement relates to our assumption of the Revolving Credit Facility, originally entered into on August 26, 2011 (as amended from time to time, the “SPV Credit Facility”), by and among SUNS SPV LLC (the “SUNS SPV”), a wholly-owned subsidiary of SUNS, acting as borrower, Citibank, N.A., acting as administrative agent and collateral agent, and the other parties thereto. Currently, the commitment under the SPV Credit Facility is $225 million; however, the commitment can also be expanded up to $600 million. The stated interest rate on the SPV Credit Facility is LIBOR plus

2.00%-2.50%

with no LIBOR floor requirement and the current final maturity date is June 1, 2026. The SPV Credit Facility is secured by all of the assets held by SUNS SPV. Under the terms of the SPV Credit Facility and related transaction documents, we as successor to SUNS, and SUNS SPV, as applicable, have made certain customary representations and warranties, and are required to comply with various covenants, including leverage restrictions, reporting requirements and other customary requirements for similar credit facilities. The SPV Credit Facility also includes usual and customary events of default for credit facilities of this nature.

On April 1, 2022, we entered into an assumption agreement (the “Note Assumption Agreement”), effective as of the closing of the Mergers. The Note Assumption Agreement relates to our assumption of $85 million in aggregate principal amount of five-year, 3.90% senior unsecured notes, due March 31, 2025 (the “2025 Unsecured Notes”) and other obligations of SUNS under the Note Purchase Agreement, dated as of March 31, 2020 (the “Note Purchase Agreement”), among SUNS and certain institutional investors. Interest on the 2025 Unsecured Notes is due semi-annually on March 31 and September 30. Pursuant to the Note Assumption Agreement, we expressly assumed on behalf of SUNS the due and punctual payment of the principal of (and premium, if any) and interest on all the 2025 Unsecured Notes outstanding, and the due and punctual performance and observance of every covenant and every condition of the Note Purchase Agreement, to be performed or observed by SUNS.

On January 6, 2022, the Company closed a private offering of $135 million of the 2027 Series F Unsecured Notes with a fixed interest rate of 3.33% and a maturity date of January 6, 2027. Interest on the 2027 Series F Unsecured Notes is due semi-annually on January 6 and July 6. The 2027 Series F Unsecured Notes were issued in a private placement only to qualified institutional buyers.

On December 28, 2021, the Company closed on Amendment No. 1 to its August 28, 2019 senior secured credit agreement (the “Credit Facility”). Following the amendment and a November 2022 upsizing, the Credit Facility is composed of $625 million of revolving credit and $100 million of term loans. Borrowings generally bear interest at a rate per annum equal to the base rate plus a range of

1.75%-2.00%

or the alternate base rate plus

0.75%-1.00%.

The Credit Facility has a 0% floor and matures in December 2026 and includes ratable amortization in the final year.

On September 14, 2021, the Company closed a private offering of $50 million of the 2027 Unsecured Notes with a fixed interest rate of 2.95% and a maturity date of March 14, 2027. Interest on the 2027 Unsecured Notes is due semi-annually on March 14 and September 14. The 2027 Unsecured Notes were issued in a private placement only to qualified institutional buyers.

On December 18, 2019, the Company closed a private offering of $125 million of the 2024 Unsecured Notes with a fixed interest rate of 4.20% and a maturity date of December 15, 2024. Interest on the 2024 Unsecured Notes is due semi-annually on June 15 and December 15. The 2024 Unsecured Notes were issued in a private placement only to qualified institutional buyers.

On December 18, 2019, the Company closed a private offering of $75 million of the 2026 Unsecured Notes with a fixed interest rate of 4.375% and a maturity date of December 15, 2026. Interest on the 2026 Unsecured Notes is due semi-annually on June 15 and December 15. The 2026 Unsecured Notes were issued in a private placement only to qualified institutional buyers.

On December 28, 2017, the Company closed a private offering of $21 million of the 2022 Tranche C Notes with a fixed interest rate of 4.50% and a maturity date of December 28, 2022. Interest on the 2022 Tranche C Notes is due semi-annually on June 28 and December 28. The 2022 Tranche C Notes were repaid in full at maturity.

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On November 22, 2017, we issued $75 million in aggregate principal amount of publicly registered 2023 Unsecured Notes for net proceeds of $73.8 million. Interest on the 2023 Unsecured Notes is paid semi-annually on January 20 and July 20, at a fixed rate of 4.50% per year, commencing on January 20, 2018. The 2023 Unsecured Notes mature on January 20, 2023.

On February 15, 2017, the Company closed a private offering of $100 million of the 2022 Unsecured Notes with a fixed interest rate of 4.60% and a maturity date of May 8, 2022. Interest on the 2022 Unsecured Notes is due semi-annually on May 8 and November 8. The 2022 Unsecured Notes were issued in a private placement only to qualified institutional buyers.

On November 8, 2016, the Company closed a private offering of $50 million of the 2022 Unsecured Notes with a fixed interest rate of 4.40% and a maturity date of May 8, 2022. Interest on the 2022 Unsecured Notes is due semi-annually on May 8 and November 8. The 2022 Unsecured Notes were issued in a private placement only to qualified institutional buyers. The 2022 Unsecured Notes were repaid in full at maturity.

On January 11, 2013, the Company closed its most recent

follow-on

public equity offering of 6.3 million shares of common stock raising approximately $146.9 million in net proceeds. The primary uses of the funds raised were for investments in portfolio companies, reductions in revolving debt outstanding and for other general corporate purposes.

Cash Equivalents

We deem certain U.S. Treasury bills, repurchase agreements and other high-quality, short-term debt securities as cash equivalents. The Company makes purchases that are consistent with its purpose of making investments in securities described in paragraphs 1 through 3 of Section 55(a) of the 1940 Act. From time to time, including at or near the end of each fiscal quarter, we consider using various temporary investment strategies for our business. One strategy includes taking proactive steps by utilizing cash equivalents as temporary assets with the objective of enhancing our investment flexibility pursuant to Section 55 of the 1940 Act. More specifically, from time to time we may purchase U.S. Treasury bills or other high-quality, short-term debt securities at or near the end of the quarter and typically close out the position on a net cash basis subsequent to quarter end. We may also utilize repurchase agreements or other balance sheet transactions, including drawing down on the Credit Facility, as deemed appropriate. The amount of these transactions or such drawn cash for this purpose is excluded from total assets for purposes of computing the asset base upon which the management fee is determined. We held approximately $420 million par amount in cash equivalents as of December 31, 2022.

Debt

Unsecured Notes

On April 1, 2022, we entered into the Note Assumption Agreement, effective as of the closing of the Mergers. The Note Assumption Agreement relates to our assumption of $85 million of the 2025 Unsecured Notes and other obligations of SUNS under the Note Purchase Agreement, among SUNS and certain institutional investors. Interest on the 2025 Unsecured Notes is due semi-annually on March 31 and September 30. Pursuant to the Note Assumption Agreement, we expressly assumed on behalf of SUNS the due and punctual payment of the principal of (and premium, if any) and interest on all the 2025 Unsecured Notes outstanding, and the due and punctual performance and observance of every covenant and every condition of the Note Purchase Agreement, to be performed or observed by SUNS.

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Revolving & Term Loan Facilities

On April 1, 2022, we entered into the CF Assumption Agreement, effective as of the closing of the Mergers. The CF Assumption Agreement relates to our assumption of the SPV Credit Facility, by and among SUNS SPV, a wholly-owned subsidiary of SUNS, acting as borrower, Citibank, N.A., acting as administrative agent and collateral agent, and the other parties thereto. Currently, the commitment under the SPV Credit Facility is $225 million; however, the commitment can also be expanded up to $600 million. The stated interest rate on the SPV Credit Facility is LIBOR plus

2.00%-2.50%

On December 28, 2021, the Company closed on Amendment No. 1 to the Credit Facility. Following the amendment and a November 2022 upsizing, the Credit Facility is composed of $625 million of revolving credit and $100 million of term loans. Borrowings generally bear interest at a rate per annum equal to the base rate plus a range of

1.75%-2.00%

or the alternate base rate plus

0.75%-1.00%.

The Credit Facility has a 0% floor and matures in December 2026 and includes ratable amortization in the final year. The Credit Facility may be increased up to $800 million with additional new lenders or an increase in commitments from current lenders. The Credit Facility contains certain customary affirmative and negative covenants and events of default. In addition, the Credit Facility contains certain financial covenants that among other things, require the Company to maintain a minimum shareholder’s equity and a minimum asset coverage ratio. At December 31, 2022, outstanding USD equivalent borrowings under the Credit Facility totaled $393.0 million, composed of $293.0 million of revolving credit and $100.0 million of term loans.

Certain covenants on our issued debt may restrict our business activities, including limitations that could hinder our ability to finance additional loans and investments or to make the distributions required to maintain our status as a RIC under Subchapter M of the Code. At December 31, 2022, the Company was in compliance with all financial and operational covenants required by the Debt Instruments.

Contractual Obligations

A summary of our significant contractual payment obligations is as follows as of December 31, 2022:

Payments Due by Period (in millions)


	Total		Less than 1 Year		1-3 Years		3-5 Years		More Than 5 Years
Revolving credit facilities (1)	$	448.2	$	—	$	—	$	448.2	$	—
Unsecured senior notes		545.0		75.0		210.0		260.0		—
Term loans		100.0		—		—		100.0		—

(1)	As of December 31, 2022, we had a total of $401.8 million of unused borrowing capacity under our revolving credit facilities, subject to borrowing base limits.

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Under the provisions of the 1940 Act, we are permitted, as a BDC, to issue senior securities in amounts such that our asset coverage ratio, as defined in the 1940 Act, equals at least 150% of gross assets less all liabilities and indebtedness not represented by senior securities, after each issuance of senior securities. If the value of our assets declines, we may be unable to satisfy the asset coverage test. If that happens, we may be required to sell a portion of our investments and, depending on the nature of our leverage, repay a portion of our indebtedness at a time when such sales may be disadvantageous. Also, any amounts that we use to service our indebtedness would not be available for distributions to our common stockholders. Furthermore, as a result of issuing senior securities, we would also be exposed to typical risks associated with leverage, including an increased risk of loss.

We have also entered into two contracts under which we have future commitments: the Advisory Agreement, pursuant to which the Investment Adviser has agreed to serve as our investment adviser, and the Administration Agreement, pursuant to which the Administrator has agreed to furnish us with the facilities and administrative services necessary to conduct our

day-to-day

operations and provide on our behalf managerial assistance to those portfolio companies to which we are required to provide such assistance. Payments under the Advisory Agreement are equal to (1) a percentage of the value of our average gross assets and (2) a

two-part

incentive fee. Payments under the Administration Agreement are equal to an amount based upon our allocable portion of the Administrator’s overhead in performing its obligations under the Administration Agreement, including rent, technology systems, insurance and our allocable portion of the costs of our chief financial officer and chief compliance officer and their respective staffs. Either party may terminate each of the Advisory Agreement and administration agreement without penalty upon 60 days written notice to the other. See note 3 to our Consolidated Financial Statements.

On July 31, 2017, the Company, NEFPASS LLC and NEFCORP LLC entered into a servicing agreement. NEFCORP LLC was engaged to provide NEFPASS LLC with administrative services related to the loans and capital leases held by NEFPASS LLC. NEFPASS LLC may terminate this agreement upon 30 days written notice to NEFCORP LLC.

On October 7, 2022, the Company commitment $50 million to SSLP and entered into a servicing agreement. SSLP engaged and retained the Company to provide certain administrative services relating to the facilities, supplies and necessary ongoing overhead support services for the operation of SSLP’s ongoing business affairs in exchange for a fee.

Senior Securities

Information about our senior securities is shown in the following table (in thousands) as of each year ended December 31 for the past ten years, unless otherwise noted. The “—” indicates information which the SEC expressly does not require to be disclosed for certain types of senior securities.


Class and Year	Total Amount Outstanding(1)		Asset Coverage Per Unit(2)		Involuntary Liquidating Preference Per Unit(3)		Average Market Value Per Unit(4)
Credit Facility
Fiscal 2022	$	293,000	$	513		—		N/A
Fiscal 2021		222,500		552		—		N/A
Fiscal 2020		126,000		421		—		N/A
Fiscal 2019		42,900		182		—		N/A
Fiscal 2018		96,400		593		—		N/A
Fiscal 2017		245,600		1,225		—		N/A
Fiscal 2016		115,200		990		—		N/A
Fiscal 2015		207,900		1,459		—		N/A
Fiscal 2014		—		—		—		N/A
Fiscal 2013		—		—		—		N/A
SPV Credit Facility
Fiscal 2022		155,200		272		—		N/A
2022 Unsecured Notes
Fiscal 2022		—		—		—		N/A
Fiscal 2021		150,000		372		—		N/A
Fiscal 2020		150,000		501		—		N/A
Fiscal 2019		150,000		638		—		N/A
Fiscal 2018		150,000		923		—		N/A
Fiscal 2017		150,000		748		—		N/A
Fiscal 2016		50,000		430		—		N/A
2022 Tranche C Notes

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Class and Year	Total Amount Outstanding(1)		Asset Coverage Per Unit(2)		Involuntary Liquidating Preference Per Unit(3)		Average Market Value Per Unit(4)
Fiscal 2022		—		—		—		N/A
Fiscal 2021		21,000		52		—		N/A
Fiscal 2020		21,000		70		—		N/A
Fiscal 2019		21,000		89		—		N/A
Fiscal 2018		21,000		129		—		N/A
Fiscal 2017		21,000		105		—		N/A
2023 Unsecured Notes
Fiscal 2022		75,000		131		—		N/A
Fiscal 2021		75,000		186		—		N/A
Fiscal 2020		75,000		250		—		N/A
Fiscal 2019		75,000		319		—		N/A
Fiscal 2018		75,000		461		—		N/A
Fiscal 2017		75,000		374		—		N/A
2024 Unsecured Notes
Fiscal 2022		125,000		219		—		N/A
Fiscal 2021		125,000		309		—		N/A
Fiscal 2020		125,000		417		—		N/A
Fiscal 2019		125,000		531		—		N/A
2025 Unsecured Notes
Fiscal 2022		85,000		149		—		N/A
2026 Unsecured Notes
Fiscal 2022		75,000		131		—		N/A
Fiscal 2021		75,000		186		—		N/A
Fiscal 2020		75,000		250		—		N/A
Fiscal 2019		75,000		319		—		N/A
2027 Unsecured Notes
Fiscal 2022		50,000		88		—		N/A
Fiscal 2021		50,000		124		—		N/A
2027 Series F Unsecured Notes
Fiscal 2022		135,000		237		—		N/A
2042 Unsecured Notes
Fiscal 2017		—		—		—		N/A
Fiscal 2016		100,000		859		—	$	1,002
Fiscal 2015		100,000		702		—		982
Fiscal 2014		100,000		2,294		—		943
Fiscal 2013		100,000		2,411		—		934
Senior Secured Notes
Fiscal 2017		—		—		—		N/A
Fiscal 2016		75,000		645		—		N/A
Fiscal 2015		75,000		527		—		N/A
Fiscal 2014		75,000		1,721		—		N/A
Fiscal 2013		75,000		1,808		—		N/A
Term Loans
Fiscal 2022		100,000		175		—		N/A
Fiscal 2021		100,000		248		—		N/A
Fiscal 2020		75,000		250		—		N/A
Fiscal 2019		75,000		319		—		N/A
Fiscal 2018		50,000		308		—		N/A
Fiscal 2017		50,000		250		—		N/A
Fiscal 2016		50,000		430		—		N/A
Fiscal 2015		50,000		351		—		N/A
Fiscal 2014		50,000		1,147		—		N/A
Fiscal 2013		50,000		1,206		—		N/A

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NEFPASS Facility
Fiscal 2021		—		—	—	N/A
Fiscal 2020		30,000		100	—	N/A
Fiscal 2019		30,000		128	—	N/A
Fiscal 2018		30,000		185	—	N/A
SSLP Facility
Fiscal 2019		—		—	—	N/A
Fiscal 2018		53,785		331	—	N/A
Total Senior Securities
Fiscal 2022	$	1,093,200	$	1,915	—	N/A
Fiscal 2021		818,500		2,029	—	N/A
Fiscal 2020		677,000		2,259	—	N/A
Fiscal 2019		593,900		2,525	—	N/A
Fiscal 2018		476,185		2,930	—	N/A
Fiscal 2017		541,600		2,702	—	N/A
Fiscal 2016		390,200		3,354	—	N/A
Fiscal 2015		432,900		3,039	—	N/A
Fiscal 2014		225,000		5,162	—	N/A
Fiscal 2013		225,000		5,425	—	N/A

(1)	Total amount of each class of senior securities outstanding (in thousands) at the end of the period presented.

(2)

The asset coverage ratio for a class of senior securities representing indebtedness is calculated as our consolidated total assets, less all liabilities and indebtedness not represented by senior securities, divided by all senior securities representing indebtedness. This asset coverage ratio is multiplied by one thousand to determine the Asset Coverage Per Unit. In order to determine the specific Asset Coverage Per Unit for each class of debt, the total Asset Coverage Per Unit is allocated based on the amount outstanding in each class of debt at the end of the period. As of December 31, 2022, asset coverage was 1

(3)	The amount to which such class of senior security would be entitled upon the involuntary liquidation of the issuer in preference to any security junior to it.

(4)

Not applicable except for the 2042 Unsecured Notes which were publicly traded. The Average Market Value Per Unit is calculated by taking the daily average closing price during the period and dividing it by twenty-five dollars per share and multiplying the result by one thousand to determine a unit price per thousand consistent with Asset Coverage Per Unit. The average market value for the fiscal 2016, 2015, 2014 and 2013 periods was $100,175, $98,196, $94,301 and $93,392, respectively.

The following is a schedule of financial highlights for the respective years:


	Year ended December 31, 2017			Year ended December 31, 2016			Year ended December 31, 2015			Year ended December 31, 2014			Year ended December 31, 2013
Per Share Data: (a)
Net asset value, beginning of year	$	21.74		$	20.79		$	22.05		$	22.50		$	22.70

Net investment income		1.62			1.68			1.52			1.56			1.91
Net realized and unrealized gain (loss)		0.05			0.84			(1.18	)		(0.43	)		(0.22	)

Net increase in net assets resulting from operations		1.67			2.52			0.34			1.13			1.69
Distributions to stockholders (see note 8a):
From net investment income		(1.60	)		(1.60	)		(1.60	)		(1.55	)		(1.55	)
From net realized gains		—			—			—			—			(0.46	)
From return of capital		—			—			—			(0.05	)		—
Anti-dilution		—			0.03			—			0.02			0.12

Net asset value, end of year	$	21.81		$	21.74		$	20.79		$	22.05		$	22.50

Per share market value, end of year	$	20.21		$	20.82		$	16.43		$	18.01		$	22.55
Total Return(b)		4.47	%		37.49	%		(0.29	)%		(13.58	)%		2.82	%
Net assets, end of year	$	921,605		$	918,507		$	882,698		$	936,568		$	995,637
Shares outstanding, end of year		42,260,826			42,248,525			42,464,762			42,465,162			44,244,195
Ratios to average net assets:
Net investment income		7.43	%		7.91	%		6.94	%		6.93	%		8.43	%

Operating expenses		5.80	%		6.25	%		3.84	%*		4.24	%		5.82	%
Interest and other credit facility expenses**		2.35	%		2.73	%		1.68	%		1.50	%		1.99	%

Total expenses		8.15	%		8.98	%		5.52	%*		5.74	%		7.81	%

Average debt outstanding	$	414,264		$	495,795		$	262,341		$	225,000		$	318,186
Portfolio turnover ratio		24.9	%		31.0	%		13.0	%		53.7	%		25.6	%

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(a)	Calculated using the average shares outstanding method.

(b)	Total return is based on the change in market price per share during the year and takes into account distributions, if any, reinvested in accordance with the dividend reinvestment plan. Total return does not include a sales load.

The ratio of operating expenses to average net assets and the ratio of total expenses to average net assets is shown net of a voluntary incentive fee waiver (see note 3). For the year ended December 31, 2015, the ratios of operating expenses to average net assets and total expenses to average net assets would be 4.02% and 5.70%, respectively, without the voluntary incentive fee waiver.

**	Ratios shown without the non-recurring costs associated with the amendments and establishment of the Credit Facility and 2022 Unsecured Notes would be 2.29%, 2.39%, 1.68%, 1.50% and 1.74%, respectively for the years shown.

Off-Balance

Sheet Arrangements

From time to time and in the normal course of business, the Company may make unfunded capital commitments to current or prospective portfolio companies. Typically, the Company may agree to provide delayed-draw term loans or, to a lesser extent, revolving loan or equity commitments. These unfunded capital commitments always take into account the Company’s liquidity and cash available for investment, portfolio and issuer diversification, and other considerations. Accordingly, the Company had the following unfunded capital commitments at December 31, 2022 and December 31, 2021, respectively:


	December 31, 2022		December 31, 2021
(in millions)
SLR Credit Solutions*	$	44.3	$	44.3
Outset Medical, Inc		35.1		—
Apeel Technology, Inc		32.8		—
CC SAG Holdings Corp. (Spectrum Automotive)		20.7		18.8
Human Interest, Inc		20.1		—
Glooko, Inc		17.9		25.1
World Insurance Associates, LLC		17.1		—
iCIMS, Inc		11.4		—
Spectrum Pharmaceuticals, Inc		8.8		—
Arcutis Biotherapeutics, Inc		8.4		43.5
Atria Wealth Solutions, Inc		8.2		3.7
Ardelyx, Inc		7.8		—
Luxury Asset Capital, LLC		7.5		—
RSC Acquisition, Inc		7.5		—
Cerapedics, Inc		6.7		—
Maurices, Incorporated		4.3		5.7
Kaseya, Inc		3.9		—
Vessco Midco Holdings, LLC		3.9		—
Copper River Seafoods, Inc		3.6		—
BDG Media, Inc		3.5		—
Meditrina, Inc		3.4		—
One Touch Direct, LLC		3.1		7.2
DeepIntent, Inc		3.1		—
Foundation Consumer Brands, LLC		3.0		2.3
SCP Eye Care, LLC		2.8		—
Basic Fun, Inc		2.7		1.9
Kid Distro Holdings, LLC		2.7		2.7
Plastics Management, LLC		2.4		—
Southern Orthodontic Partners Management, LLC		1.9		—
Pediatric Home Respiratory Services, LLC		1.8		—
Pinnacle Treatment Centers, Inc		1.7		1.4
Ultimate Baked Goods Midco LLC		1.6		0.8
Orthopedic Care Partners Management, LLC		1.6		—
Ivy Fertility Services, LLC		1.6		4.5
Composite Technology Acquisition Corp		1.5		—
NAC Holdings Corporation		1.5		4.8
SLR Healthcare ABL*		1.4		—
SPAR Marketing Force, Inc		1.3		—
RxSense Holdings LLC		1.3		—
Erie Construction Mid-west, LLC		1.3		—
Peter C. Foy & Associates Insurance Services, LLC		1.1		—
American Teleconferencing Services, Ltd		1.1		0.6

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	December 31, 2022		December 31, 2021
(in millions)
Montefiore Nyack Hospital		1.0		—
Enverus Holdings, Inc		1.0		—
SLR Equipment Finance		1.0		5.0
SunMed Group Holdings, LLC		0.8		0.8
GSM Acquisition Corp		0.8		—
Tilley Distribution, Inc		0.5		—
BayMark Health Services, Inc		0.4		—
High Street Buyer, Inc		0.3		—
TAUC Management, LLC		0.3		—
ENS Holdings III Corp, LLC		0.1		—
All State Ag Parts, LLC		0.1		—
BridgeBio Pharma, Inc		—		23.0
Inszone Mid, LLC		—		12.5
Rezolute, Inc		—		5.7
SOC Telemed, Inc		—		4.4
RQM+ Corp		—		3.8
MMIT Holdings, LLC		—		2.0
Neuronetics, Inc		—		2.2

Total Commitments	$	323.7	$	226.7

*	The Company controls the funding of the SLR Credit Solutions and SLR Healthcare commitments and may cancel them at its discretion.

In addition to the above, please see SLR Senior Lending Program LLC herein where the Company has a remaining equity commitment of $40.5 million in which the Company also controls such funding. The credit agreements of the above loan commitments contain customary lending provisions and/or are subject to the portfolio company’s achievement of certain milestones that allow relief to the Company from funding obligations for previously made commitments in instances where the underlying company experiences materially adverse events that affect the financial condition or business outlook for the company. Since these commitments may expire without being drawn upon, unfunded commitments do not necessarily represent future cash requirements or future earning assets for the Company. As of December 31, 2022 and December 31, 2021, the Company had sufficient cash available and/or liquid securities available to fund its commitments and had reviewed them for any appropriate fair value adjustment.

In the normal course of business, we invest or trade in various financial instruments and may enter into various investment activities with

off-balance

sheet risk, which may include forward foreign currency contracts. Generally, these financial instruments represent future commitments to purchase or sell other financial instruments at specific terms at future dates. These financial instruments contain varying degrees of

off-balance

sheet risk whereby changes in the market value or our satisfaction of the obligations may exceed the amount recognized in our Consolidated Statements of Assets and Liabilities.

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Distributions

The following table reflects the cash distributions per share on our common stock for the two most recent fiscal years and the current fiscal year to date:

Date Declared

Record Date

Payment Date

Amount

Fiscal 2023

February 28, 2023

March 23, 2023

April 4, 2023

0.136667

February 2, 2023

February 16, 2023

March 1, 2023

0.136667

January 10, 2023

January 26, 2023

February 2, 2023

0.136667

Total 2023

0.41

Fiscal 2022

December 6, 2022

December 22, 2022

January 5, 2023

0.136667

November 2, 2022

November 17, 2022

December 1, 2022

0.136667

October 5, 2022

October 20, 2022

November 2, 2022

0.136667

September 2, 2022

September 20, 2022

October 4, 2022

0.136667

August 2, 2022

August 18, 2022

September 1, 2022

0.136667

July 6, 2022

July 21, 2022

August 2, 2022

0.136667

June 3, 2022

June 23, 2022

July 5, 2022

0.136667

May 3, 2022

May 19, 2022

June 2, 2022

0.136667

April 4, 2022

April 21, 2022

May 3, 2022

0.136667

March 1, 2022

March 18, 2022

April 1, 2022

0.41

Total 2022

1.64

Fiscal 2021

November 3, 2021

December 16, 2021

January 5, 2022

0.41

August 3, 2021

September 23, 2021

October 5, 2021

0.41

May 5, 2021

June 23, 2021

July 2, 2021

0.41

February 24, 2021

March 18, 2021

April 2, 2021

0.41

Total 2021

1.64

non-taxable

return of capital, if any, as applicable.

We have elected to be taxed as a RIC under Subchapter M of the Code. To maintain our RIC tax treatment, we must distribute at least

% of our ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any, out of the assets legally available for distribution. In addition, although we currently intend to distribute realized net capital gains (

i.e.

We may not be able to achieve operating results that will allow us to make distributions at a specific level or to increase the amount of these distributions from time to time. In addition, due to the asset coverage test applicable to us as a business development company, we may in the future be limited in our ability to make distributions. Also, the Credit Facility may limit our ability to declare distributions if we default under certain provisions. If we do not distribute a certain percentage of our income annually, we will suffer adverse tax consequences, including possible loss of the tax benefits available to us as a regulated investment company. In addition, in accordance with GAAP and tax regulations, we include in income certain amounts that we have not yet received in cash, such as contractual

payment-in-kind

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Related Parties

We have entered into a number of business relationships with affiliated or related parties, including the following:

•

We have entered into the Advisory Agreement with the Investment Adviser. Mr. Gross, our Chairman,

Co-Chief

Executive Officer and President and Mr. Spohler, our

Co-Chief

Executive Officer, Chief Operating Officer and board member, are managing members and senior investment professionals of, and have financial and controlling interests in, the Investment Adviser. In addition, Mr. Richard Peteka, our Chief Financial Officer, Treasurer and Secretary serves as the Chief Financial Officer for the Investment Adviser.

•

The Administrator provides us with the office facilities and administrative services necessary to conduct

day-to-day

operations pursuant to our Administration Agreement. We reimburse the Administrator for the allocable portion of overhead and other expenses incurred by it in performing its obligations under the Administration Agreement, including rent, the fees and expenses associated with performing compliance functions, and the compensation of our chief compliance officer, our chief financial officer and their respective staffs.

•

We have entered into a license agreement with the Investment Adviser, pursuant to which the Investment Adviser has granted us a

non-exclusive,

royalty-free license to use the licensed marks “SOLAR” and “SLR”.

The Investment Adviser may also manage other funds in the future that may have investment mandates that are similar, in whole and in part, with ours. For example, the Investment Adviser presently serves as investment adviser to SCP Private Credit Income BDC LLC, an unlisted BDC that focuses on investing primarily in senior secured loans, including

non-traditional

asset-based loans and first lien loans, SLR HC BDC LLC, an unlisted BDC whose principal focus is to invest directly and indirectly in senior secured loans and other debt instruments typically to middle market companies within the healthcare industry, and SLR Private Credit BDC II LLC, an unlisted BDC focused on first lien senior secured floating rate loans. In addition, Michael S. Gross, our Chairman,

Co-Chief

Executive Officer and President, Bruce Spohler, our

Co-Chief

Executive Officer and Chief Operating Officer, and Richard L. Peteka, our Chief Financial Officer, serve in similar capacities for SCP Private Credit Income BDC LLC, SLR HC BDC LLC and SLR Private Credit BDC II LLC. The Investment Adviser and certain investment advisory affiliates may determine that an investment is appropriate for us and for one or more of those other funds. In such event, depending on the availability of such investment and other appropriate factors, the Investment Adviser or its affiliates may determine that we should invest

side-by-side

with one or more other funds. Any such investments will be made only to the extent permitted by applicable law and interpretive positions of the SEC and its staff, and consistent with the Investment Adviser’s allocation procedures. On June 13, 2017, the Adviser received an exemptive order that permits the Company to participate in

negotiated co-investment transactions

with certain affiliates, in a manner consistent with the Company’s investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors, and pursuant to various conditions (the “Order”). If the Company is unable to rely on the Order for a particular opportunity, such opportunity will be allocated first to the entity whose investment strategy is the most consistent with the opportunity being allocated, and second, if the terms of the opportunity are consistent with more than one entity’s investment strategy, on an alternating basis. Although the Adviser’s investment professionals will endeavor to allocate investment opportunities in a fair and equitable manner, the Company and its stockholders could be adversely affected to the extent investment opportunities are allocated among us and other investment vehicles managed or sponsored by, or affiliated with, our executive officers, directors and members of the Adviser.

Related party transactions may occur among us, SLR Senior Lending Program LLC, SLR Senior Lending Program SPV LLC, SLR Credit, Equipment Operating Leases LLC, KBH, Loyer Capital LLC, SLR Business Credit, SLR Healthcare ABL and SLR Equipment. These transactions may occur in the normal course of business. No administrative or other fees are paid to the Investment Adviser by SLR Senior Lending Program LLC, SLR Senior Lending Program SPV LLC, SLR Credit, Equipment Operating Leases LLC, KBH, Loyer Capital LLC, SLR Business Credit, SLR Healthcare ABL or SLR Equipment.

In addition, we have adopted a formal code of ethics that governs the conduct of our officers and directors. Our officers and directors also remain subject to the duties imposed by both the 1940 Act and the Maryland General Corporation Law.

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Item 7A.

Quantitative and Qualitative Disclosure About Market Risk

We are subject to financial market risks, including changes in interest rates. Uncertainty with respect to the rising interest rates, inflationary pressures, risks in respect of a failure to increase the U.S. debt ceiling, the war in Ukraine and Russia and health epidemics and pandemics introduced significant volatility in the financial markets, and the effects of this volatility has materially impacted and could continue to materially impact our market risks. Because we fund a portion of our investments with borrowings, our net investment income is affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. In a low interest rate environment, including a reduction of LIBOR and SOFR to zero, the difference between the total interest income earned on interest earning assets and the total interest expense incurred on interest bearing liabilities may be compressed, reducing our net interest income and potentially adversely affecting our operating results. Conversely, in a rising interest rate environment, such as the current economic environment, such difference could potentially increase thereby increasing our net investment income. During the fiscal year ended December 31, 2022, certain investments in our comprehensive investment portfolio had floating interest rates. These floating rate investments were primarily based on floating LIBOR or SOFR and typically have durations of one to three months after which they reset to current market interest rates. Additionally, some of these investments have floors. The Company also has revolving credit facilities that are generally based on floating SOFR. Assuming no changes to our balance sheet as of December 31, 2022 and no new defaults by portfolio companies, a hypothetical one percent decrease in LIBOR and SOFR on our comprehensive floating rate assets and liabilities would decrease our net investment income by ten cents per average share over the next twelve months. Assuming no changes to our balance sheet as of December 31, 2022 and no new defaults by portfolio companies, a hypothetical one percent increase in LIBOR and SOFR on our comprehensive floating rate assets and liabilities would increase our net investment income by approximately ten cents per average share over the next twelve months. However, we may hedge against interest rate fluctuations from time to time by using standard hedging instruments such as futures, options, swaps and forward contracts subject to the requirements of the 1940 Act. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in any benefits of certain changes in interest rates with respect to our portfolio of investments. At December 31, 2022, we have no interest rate hedging instruments outstanding on our balance sheet.


Increase (Decrease) in LIBOR and SOFR	(1.00	%)		1.00	%
Increase (Decrease) in Net Investment Income Per Share Per Year	(0.10	)	$	0.10

We may also have exposure to foreign currencies through various investments. These investments are converted into U.S. dollars at the balance sheet date, exposing us to movements in foreign exchange rates. In order to reduce our exposure to fluctuations in foreign exchange rates, we may borrow from time to time in such currencies under our multi-currency revolving credit facility or enter into forward currency or similar contracts.

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Item 8.

Financial Statements and Supplementary Data

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


	Page
Management’s Report on Internal Control Over Financial Reporting		85
Report of Independent Registered Public Accounting Firm		86
Consolidated Statements of Assets and Liabilities as of December 31, 2022 and 2021		88
Consolidated Statements of Operations for the years ended December 31, 2022, 2021 and 2020		89
Consolidated Statements of Changes in Net Assets for the years ended December 31, 2022, 2021 and 2020		90
Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020		91
Consolidated Schedules of Investments as of December 31, 2022 and December 31, 2021		92
Notes to Consolidated Financial Statements		102

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MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management is responsible for establishing and maintaining adequate internal control over financial reporting, and for performing an assessment of the effectiveness of internal control over financial reporting as of December 31, 2022. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the consolidated financial statements.

Management performed an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022 based upon criteria in

Internal Control – Integrated Framework (2013)

issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on our assessment, management determined that the Company’s internal control over financial reporting was effective as of December 31, 2022 based upon criteria in

Internal Control – Integrated Framework (2013)

issued by COSO.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2022 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which appears herein.

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Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

SLR Investment Corp.:

Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting

We have audited the accompanying consolidated statements of assets and liabilities, including the consolidated schedules of investments, of SLR Investment Corp. (and subsidiaries) (the Company) as of December 31, 2022 and 2021, the related consolidated statements of operations, changes in net assets, and cash flows for each of the years in the three-year period ended December 31, 2022, and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in

Internal Control – Integrated Framework (2013)

issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in

Internal Control – Integrated Framework (2013)

issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying management’s report on internal control over financial reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our procedures included confirmation of securities owned as of December 31, 2022 and 2021, by correspondence with the custodian, portfolio companies or agents. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Fair value of investments and acquired investments

As described in Notes 2 and 6 to the consolidated financial statements, the Company measures its investments at fair value. Further, as described in Note 17, the Company completed an asset acquisition of SLR Senior Investment Corp.’s investments at fair value on April 1, 2022, which required the investments acquired to be measured at fair value as of that date. Investments are valued using a market approach, an income approach, or both approaches, as applicable. In determining the fair value of investments whose market quotations are not readily available, the Company makes subjective judgments and estimates using unobservable inputs.

We identified the assessment of the fair value of investments with no readily determinable market value acquired from SLR Senior Investment Corp. as of April 1, 2022 (acquired investments), and the fair value of investments with no readily determinable market value as of December 31, 2022, as a critical audit matter. A high degree of auditor judgment was required to assess the Company’s fair value assumptions. Specifically, subjective auditor judgment was required to assess the (1) credit risk associated with the borrower and its ability to make interest and principal payments for debt investments and (2) selection of comparable companies and the financial performance multiples of such comparable companies used in the market approach for equity investments. Additionally, the involvement of valuation professionals with specialized skills and knowledge was required to assist in evaluating the Company’s fair value estimates.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s process to measure the fair value of investments, including controls related to the development of the above assumptions. For recently purchased investments we evaluated changes in the borrowers’ assessed credit risk and market yields of similar instruments from the purchase date (prior to April 1, 2022 for the acquired investments and prior to December 31, 2022 for investments not acquired from SLR Senior Investment Corp.) to the fair value measurement date of April 1, 2022 and December 31, 2022, respectively. We evaluated the Company’s ability to estimate fair value by comparing dispositions to the Company’s most recent fair value estimate prior to the disposition. We also involved valuation professionals with specialized skills and knowledge, who for a selection of acquired investments and investments as of April 1, 2022 and December 31, 2022, respectively, developed estimates of fair value by assessing available market information using market yields of comparable companies of similar credit risk for debt investments fair valued using an income approach, and financial performance multiples of comparable companies for equity investments fair valued using a market approach, and compared the results to the Company’s fair value estimates.

/s/ KPMG LLP

We have served as the Company’s auditor since 2007.

New York, New York

February 28, 2023

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SLR INVESTMENT CORP.

CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES

(in thousands, except share amounts)


	December 31, 2022			December 31, 2021
Assets
Investments at fair value:
Companies less than 5% owned (cost: $1,312,701 and $985,088, respectively)	$	1,289,082		$	964,379
Companies more than 25% owned (cost: $821,886 and $711,865, respectively)		797,594			706,203
Cash		10,743			2,935
Cash equivalents (cost: $417,590 and $320,000, respectively)		417,590			320,000
Dividends receivable		11,192			9,028
Interest receivable		9,706			6,521
Receivable for investments sold		1,124			1,378
Prepaid expenses and other assets		664			567

Total assets	$	2,537,695		$	2,011,011

Liabilities
Debt ($1,093,200 and $818,500 face amounts, respectively, reported net of unamortized debt issuance costs of $7,202 and $6,462, respectively. See notes 6 and 7)	$	1,085,998		$	812,038
Payable for investments and cash equivalents purchased		417,611			320,041
Distributions payable		7,481			17,327
Management fee payable (see note 3)		7,964			7,435
Performance-based incentive fee payable (see note 3)		5,422			1,864
Interest payable (see note 7)		7,943			4,492
Administrative services payable (see note 3)		1,488			2,689
Other liabilities and accrued expenses		4,057			2,844

Total liabilities	$	1,537,964		$	1,168,730

Commitments and contingencies (see note 11)

Net Assets
Common stock, par value $0.01 per share, 200,000,000 and 200,000,000 common shares authorized, respectively, and 54,555,380 and 42,260,826 shares issued and outstanding, respectively	$	546		$	423
Paid-in capital in excess of par (see note 2f)		1,162,569			936,999
Accumulated distributable net loss (see note 2f)		(163,384	)		(95,141	)

Total net assets	$	999,731		$	842,281

Net Asset Value Per Share	$	18.33		$	19.93

See notes to consolidated financial statements.

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SLR INVESTMENT CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share amounts)


	Year ended December 31,
	2022			2021			2020
INVESTMENT INCOME:
Interest:
Companies less than 5% owned	$	121,491		$	86,122		$	84,143
Companies more than 25% owned		9,515			11,354			8,861
Dividends:
Companies less than 5% owned		—			133			50
Companies more than 25% owned		44,383			37,564			26,794
Other income:
Companies less than 5% owned		2,116			4,157			1,885
Companies more than 25% owned		—			24			12

Total investment income		177,505			139,354			121,745

EXPENSES:
Management fees (see note 3)		29,982			28,277			24,951
Performance-based incentive fees (see note 3)		15,097			10,309			2,272
Interest and other credit facility expenses (see note 7)		46,087			29,876			27,156
Administrative services expense (see note 3)		5,401			5,575			5,215
Other general and administrative expenses		6,099			4,390			2,936

Total expenses		102,666			78,427			62,530

Performance-based incentive fees waived (see note 3)		(1,527	)		—			—

Net expenses		101,139			78,427			62,530

Net investment income	$	76,366		$	60,927		$	59,215

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND CASH EQUIVALENTS:
Net realized gain (loss) on investments and cash equivalents (companies less than 5% owned)	$	(36,485	)	$	26		$	(26,638	)

Net change in unrealized gain (loss) on investments and cash equivalents:
Companies less than 5% owned		(2,909	)		(10,500	)		8,970
Companies more than 25% owned		(18,630	)		9,113			(26,096	)

Net change in unrealized loss on investments and cash equivalents		(21,539	)		(1,387	)		(17,126	)

Net realized and unrealized loss on investments and cash equivalents		(58,024	)		(1,361	)		(43,764	)

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	18,342		$	59,566		$	15,451

EARNINGS PER SHARE (see note 5)	$	0.35		$	1.41		$	0.37

See notes to consolidated financial statements.

Table of Contents

SLR INVESTMENT CORP.

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS

(in thousands, except share amounts)


	Year ended December 31,
	2022			2021			2020
Increase (decrease) in net assets resulting from operations:
Net investment income	$	76,366		$	60,927		$	59,215
Net realized gain (loss)		(36,485	)		26			(26,638	)
Net change in unrealized loss		(21,539	)		(1,387	)		(17,126	)

Net increase in net assets resulting from operations		18,342			59,566			15,451

Distributions to stockholders (see note 8a):
From distributable earnings		(57,594	)		(41,221	)		(48,795	)
From return of capital		(27,099	)		(28,087	)		(20,513	)

Net distributions to stockholders		(84,693	)		(69,308	)		(69,308	)

Capital transactions (see note 13):
Issuance of common stock		226,839			—			—
Repurchases of common stock		(3,038	)		—			—

Net increase in net assets resulting from capital transactions		223,801			—			—

Total increase (decrease) in net assets		157,450			(9,742	)		(53,857	)
Net assets at beginning of year		842,281			852,023			905,880

Net assets at end of year	$	999,731		$	842,281		$	852,023

Capital share activity (see note 13):
Issuance of common stock		12,511,825			—			—
Repurchases of common stock		(217,271	)		—			—

Net increase from capital share activity		12,294,554			—			—

See notes to consolidated financial statements.

Table of Contents

SLR INVESTMENT CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)


	Year ended December 31,
	2022			2021			2020
Cash Flows from Operating Activities:
Net increase in net assets resulting from operations	$	18,342		$	59,566		$	15,451
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by (used in) operating activities:
Net realized (gain) loss on investments and cash equivalents		36,485			(26	)		26,638
Net change in unrealized loss on investments		21,539			1,387			17,126
(Increase) decrease in operating assets:
Purchase of investments		(609,645	)		(596,256	)		(426,897	)
Proceeds from disposition of investments		531,389			468,532			357,632
Net accretion of discount on investments		(9,850	)		(6,087	)		(7,581	)
Capitalization of payment-in-kind income		(4,282	)		(7,592	)		(5,384	)
Collections of payment-in-kind income		1,286			1,411			1,339
Receivable for investments sold		254			(1,123	)		1,952
Interest receivable		(3,185	)		(43	)		(1,077	)
Dividends receivable		(2,164	)		(1,101	)		2,561
Prepaid expenses and other assets		(97	)		4			44
Cash and other net assets acquired in merger		3,640			—			—
Increase (decrease) in operating liabilities:
Payable for investments and cash equivalents purchased		97,570			(59,997	)		(39,624	)
Management fee payable		529			900			(212	)
Performance-based incentive fee payable		3,558			1,072			(3,489	)
Administrative services expense payable		(1,201	)		743			(811	)
Interest payable		3,451			1,076			(262	)
Other liabilities and accrued expenses		1,213			414			(10	)
Deferred financing costs/market discount		2,227			2,019			1,234

Net Cash Provided by (Used in) Operating Activities		91,059			(135,101	)		(61,370	)

Cash Flows from Financing Activities:
Cash distributions paid		(94,539	)		(69,308	)		(69,308	)
Proceeds from unsecured borrowings		134,914			49,936			—
Repayment of unsecured borrowings		(171,000	)		—			—
Proceeds from secured borrowings		844,002			812,132			337,000
Repayments of secured borrowings		(696,000	)		(723,500	)		(253,900	)
Repurchase of common stock		(3,038	)		—			—

Net Cash Provided by Financing Activities		14,339			69,260			13,792

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		105,398			(65,841	)		(47,578	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR		322,935			388,776			436,354

CASH AND CASH EQUIVALENTS AT END OF YEAR	$	428,333		$	322,935		$	388,776

Supplemental disclosure of cash flow information:
Cash paid for interest	$	42,636		$	28,800		$	27,418
Issuance of shares in connection with the Mergers(1)		226,839			—			—

(1)	On April 1, 2022, in connection with the Mergers (as defined in Note 1 “Organization”), the Company acquired net assets of $244,691 for the total stock consideration of $226,839. For further details, refer to Note 17 “Merger with SUNS”.

See notes to consolidated financial statements.

Table of Contents

SLR INVESTMENT CORP.

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2022

(in thousands, except share/unit amounts)


Description	Industry	Spread Above Index (7)			Floor			Interest Rate (1)			Acquisition Date		Maturity Date		Par Amount		Cost		Fair Value
Senior Secured Loans — 124.6 %
First Lien Bank Debt/Senior Secured Loans
Aegis Toxicology Sciences Corporation(16)	Health Care Providers & Services		L+550			1.00	%		10.09	%		5/7/2018		5/9/2025	$	17,103	$	16,793	$	17,103
All State Ag Parts, LLC(16)	Trading Companies & Distributors		S+575			1.00	%		10.19	%		4/1/2022		9/1/2026		4,197		4,081		4,197
American Teleconferencing Services, Ltd.**	Communications Equipment		L+650			1.00	%		—			5/5/2016		9/9/2021		36,135		25,926		—
American Teleconferencing Services, Ltd.**	Communications Equipment		L+650			1.00	%		—			9/17/2021		1/31/2023		6,405		6,254		224
AmeriMark Intermediate Holdings, LLC(14)	Internet & Catalog Retail		L+800			1.00	%		14.77	%		7/28/2021		10/15/2026		24,087		23,711		22,882
Apex Services Partners, LLC(16)	Diversified Consumer Services		S+525			1.00	%		9.80	%		8/31/2022		7/31/2025		14,021		13,644		14,021
Atria Wealth Solutions, Inc.(16)	Diversified Financial Services		S+600			1.00	%		10.84	%		9/14/2018		2/29/2024		8,149		8,107		8,149
Basic Fun, Inc.(16)	Specialty Retail		L+550			1.00	%		10.27	%		10/30/2020		10/30/2023		2,162		2,152		2,162
BayMark Health Services, Inc.(16)	Health Care Providers & Services		L+500			1.00	%		9.73	%		4/1/2022		6/11/2027		9,432		9,078		9,432
BDG Media, Inc	Media		L+900			0.25	%		13.17	%		7/18/2022		4/27/2023		14,454		14,454		14,454
CC SAG Holdings Corp. (Spectrum Automotive)(16)	Diversified Consumer Services		L+575			0.75	%		10.48	%		6/29/2021		6/29/2028		20,427		20,057		20,427
Composite Technology Acquisition Corp.(16)	Building Products		L+475			1.00	%		9.73	%		4/1/2022		2/1/2025		10,386		9,983		10,386
Copper River Seafoods, Inc	Food Products		P+275			—			10.25	%		8/31/2022		4/23/2025		8,405		8,405		8,405
DeepIntent, Inc	Media		P+175			—			9.25	%		10/12/2022		3/25/2025		16,951		16,951		16,951
Enhanced Permanent Capital, LLC(3)	Capital Markets		L+700			1.00	%		10.13	%		12/29/2020		12/29/2025		35,205		34,496		35,205
ENS Holdings III Corp. & ES Opco USA LLC (Bluefin)(16)..	Trading Companies & Distributors		S+475			1.00	%		9.43	%		4/1/2022		12/31/2025		4,978		4,804		4,978
Enverus Holdings, Inc. (fka Drilling Info Holdings)(16)	IT Services		L+450			—			8.88	%		4/1/2022		7/30/2025		11,598		11,129		11,598
Erie Construction Mid-west, LLC(16)	Building Products		S+475			1.00	%		9.79	%		4/1/2022		7/30/2027		8,915		8,580		8,915
Foundation Consumer Brands, LLC(16)	Personal Products		L+550			1.00	%		10.15	%		2/12/2021		2/12/2027		35,273		34,421		35,273
GSM Acquisition Corp.(16)	Leisure Equipment & Products		S+500			1.00	%		9.03	%		4/1/2022		11/16/2026		11,022		10,562		10,912
Higginbotham Insurance Agency, Inc.(16)	Insurance		L+525			0.75	%		9.63	%		4/1/2022		11/25/2026		6,223		5,994		6,223
High Street Buyer, Inc.(16)	Insurance		L+600			0.75	%		10.73	%		4/1/2022		4/16/2028		5,188		4,900		5,188
Human Interest Inc	Internet Software & Services		S+785			1.00	%		11.97	%		6/30/2022		7/1/2027		20,104		19,783		20,104
iCIMS, Inc.	Software		S+725			0.75	%		11.52	% (26)		8/18/2022		8/18/2028		32,084		31,548		31,522
Ivy Fertility Services, LLC	Health Care Providers & Services		L+625			1.00	%		10.39	%		12/22/2021		2/25/2026		30,092		29,415		30,393
Kaseya, Inc.(16)	Software		S+575			0.75	%		10.33	%		6/22/2022		6/23/2029		32,426		31,966		32,426
Kid Distro Holdings, LLC (Distro Kid)(16)	Software		L+575			1.00	%		10.48	%		9/24/2021		10/1/2027		26,452		26,015		26,452
Kingsbridge Holdings, LLC(2)	Multi-Sector Holdings		L+700			1.00	%		10.75	%		12/21/2018		12/21/2024		80,000		79,800		80,000
KORE Wireless Group, Inc.(16)	Wireless Telecommunication Services		S+550			—			10.08	%		12/21/2018		12/21/2024		23,588		23,123		23,588
Logix Holding Company, LLC(16)	Communications Equipment		L+575			1.00	%		10.13	%		9/14/2018		12/22/2024		14,009		13,246		13,449
Luxury Asset Capital, LLC(16)	Thrifts & Mortgage Finance		S+675			1.00	%		10.99	%		7/15/2022		7/15/2027		27,500		26,991		27,500
Maurices, Incorporated(16)	Specialty Retail		S+675			1.00	%		8.74	%		8/27/2021		6/1/2024		7,808		7,678		7,808
Montefiore Nyack Hospital	Health Care Providers & Services		L+495			—			9.72	%		8/9/2022		11/15/2024		3,966		3,966		3,966
NAC Holdings Corporation (Jaguar)(16)	Insurance		S+525			1.00	%		9.45	%		7/30/2021		9/28/2024		28,603		28,214		28,603
National Spine and Pain Centers, LLC	Health Care Providers & Services		L+500			1.00	%		7.31	%		4/1/2022		6/2/2024		2,681		2,564		2,547
One Touch Direct, LLC	Commercial Services & Supplies		P+75			—			8.25	%		4/3/2020		3/30/2024		4,431		4,431		4,431
Orthopedic Care Partners Management, LLC	Health Care Providers & Services		S+650			1.00	%		10.91	%		8/17/2022		5/16/2024		3,111		3,092		3,111
Pediatric Home Respiratory Services, LLC	Health Care Providers & Services		S+625			1.00	%		10.67	%		8/19/2022		12/4/2024		1,327		1,309		1,313
Peter C. Foy & Associates Insurance Services, LLC	Insurance		S+600			0.75	%		10.44	%		4/1/2022		11/1/2028		10,854		10,699		10,854
PhyNet Dermatology LLC	Health Care Providers & Services		S+625	(15)		1.00	%		9.81	%		9/5/2018		8/16/2024		14,458		14,420		14,458
Pinnacle Treatment Centers, Inc.(16)	Health Care Providers & Services		S+650			1.00	%		10.57	%		1/22/2020		1/2/2026		27,997		27,528		27,367
Plastics Management, LLC(16)	Health Care Providers & Services		S+500			1.00	%		9.89	%		4/1/2022		8/18/2027		9,491		9,161		9,491
PPT Management Holdings, LLC(16)	Health Care Providers & Services		L+850	(11)		1.00	%		12.83	%		9/14/2018		1/30/2023		32,163		31,987		25,827
RQM+ Corp.(16)	Life Sciences Tools & Services		S+575			1.00	%		10.97	%		8/20/2021		8/12/2026		26,823		26,455		26,823
RSC Acquisition, Inc.(16)	Insurance		S+550			0.75	%		9.26	%		4/1/2022		11/1/2026		6,985		6,813		6,985
RxSense Holdings LLC(16)	Diversified Consumer Services		L+500			1.00	%		9.41	%		4/1/2022		3/13/2026		11,775		11,357		11,775
SCP Eye Care, LLC	Health Care Providers & Services		S+575			1.00	%		9.46	%		10/6/2022		10/5/2029		8,314		8,050		8,044
SHO Holding I Corporation (Shoes for Crews)(16)	Footwear		L+523			1.00	%		9.66	%		4/1/2022		4/27/2024		5,704		5,361		5,419
Southern Orthodontic Partners Management, LLC(16)	Health Care Providers & Services		S+600			1.00	%		10.77	%		6/3/2022		1/27/2026		1,399		1,387		1,399
SPAR Marketing Force, Inc	Media		P+95			—			8.45	%		7/18/2022		10/10/2024		9,162		9,162		9,162
Stryten Resources LLC	Auto Parts & Equipment		S+800			1.00	%		12.44	%		8/11/2021		10/12/2026		25,922		25,506		25,922
SunMed Group Holdings, LLC(16)	Health Care Equipment & Supplies		L+575			0.75	%		10.48	%		6/16/2021		6/16/2028		24,953		24,446		24,953
TAUC Management, LLC(16)	Health Care Providers & Services		L+525			1.00	%		9.98	%		4/1/2022		2/12/2027		6,899		6,585		6,864
Tilley Distribution, Inc.(16)	Trading Companies & Distributors		S+550			1.00	%		10.14	%		4/1/2022		12/31/2026		9,996		9,527		9,996
Ultimate Baked Goods Midco LLC (Rise Baking)(16)	Packaged Foods & Meats		L+650			1.00	%		10.88	%		8/12/2021		8/13/2027		24,789		24,038		24,789
Vessco Midco Holdings, LLC(16)	Water Utilities		L+450			1.00	%		7.87	%		4/1/2022		11/2/2026		1,728		1,668		1,728
World Insurance Associates, LLC(16)	Insurance		S+575			1.00	%		9.31	%		4/1/2022		4/1/2026		31,624		30,785		30,359

Total First Lien Bank Debt/Senior Secured Loans																	$	912,558	$	886,513

Second Lien Asset-Based Senior Secured Loans
ACRES Commercial Mortgage, LLC	Diversified Financial Services		S+705			1.00	%		11.38	%		12/24/2021		8/21/2028		29,925	$	29,398	$	29,925

Second Lien Bank Debt/Senior Secured Loans
RD Holdco, Inc.** (2)	Diversified Consumer Services		S+975	(11)		1.00	%		—			12/23/2013		10/12/2026		13,043	$	11,791	$	6,521

See notes to consolidated financial statements.

Table of Contents

SLR INVESTMENT CORP.

CONSOLIDATED SCHEDULE OF INVESTMENTS (continued)

December 31, 2022

(in thousands, except share/unit amounts)


Description	Industry	Spread Above Index (7)	Floor			Interest Rate (1)	Acquisition Date		Maturity Date		Par Amount		Cost		Fair Value
Senior Secured Loans (continued) —
First Lien Life Science Senior Secured Loans
Alimera Sciences, Inc.(16)	Pharmaceuticals	L+765		1.78	%	11.82%		12/31/2019		7/1/2024	$	23,159	$	23,894	$	24,433
Apeel Technology, Inc	Biotechnology	S+625		1.00	%	8.75%		6/29/2022		6/1/2027		3,643		3,620		3,643
Arcutis Biotherapeutics, Inc.(3)	Pharamceuticals	L+745		0.10	%	11.62%		12/22/2021		1/1/2027		66,849		67,077		67,685
Ardelyx, Inc.(3)	Pharmaceuticals	L+795		0.10	%	12.12%		2/23/2022		3/1/2027		9,475		9,437		9,499
BridgeBio Pharma, Inc.(3)	Biotechnology	—		—		9.00% (22)		11/17/2021		11/17/2026		39,839		39,340		39,839
Centrexion Therapeutics, Inc.	Pharmaceuticals	L+725		2.45	%	11.42%		6/28/2019		1/1/2024		11,844		12,372		12,555
Cerapedics, Inc.	Biotechnology	S+620		2.75	%	10.52%		12/27/2022		1/1/2028		26,939		26,874		26,872
Glooko, Inc.(16)	Health Care Technology	L+790		0.10	%	12.07%		9/30/2021		10/1/2026		15,883		15,867		15,922
Meditrina, Inc.	Health Care Equipment & Supplies	S+550		3.45	%	9.82%		12/20/2022		12/1/2027		3,367		3,338		3,359
Neuronetics, Inc.(16)	Health Care Equipment & Supplies	L+765		1.66	%	11.82%		3/2/2020		2/28/2025		18,012		18,450		19,003
OmniGuide Holdings, Inc. (13)	Health Care Equipment & Supplies	L+1405		0.10	%	18.22% (23)		7/30/2018		7/1/2023		19,201		19,380		19,777
Outset Medical, Inc.(3)	Health Care Equipment & Supplies	S+515		2.75	%	9.33%		11/3/2022		11/1/2027		35,084		34,880		34,820
Spectrum Pharmaceuticals, Inc.(16)	Biotechnology	S+570		2.30	%	9.88%		9/21/2022		9/1/2027		10,525		10,406		10,420
Vapotherm, Inc.	Health Care Equipment & Supplies	S+830		1.00	%	12.58% (24)		2/18/2022		2/1/2027		34,455		34,270		34,628

Total First Lien Life Science Senior Secured Loans													$	319,205	$	322,455

Total Senior Secured Loans													$	1,272,952	$	1,245,414

Description	Industry	Interest Rate (1)	Acquisition Date	Maturity Date	Par Amount		Cost		Fair Value
Equipment Financing — 26.6 %
Aero Operating LLC (10)	Commercial Services & Supplies	8.47- 9.64 %	2/12/2021	3/1/2025- 12/1/2026	$	2,264	$	2,262	$	2,262
AFG Dallas III, LLC (10)	Diversified Consumer Services	10.00%	8/11/2022	8/11/2026- 8/29/2026		1,036		1,036		1,036
Air Methods Corporation (10)	Airlines	7.08- 7.13 %	11/3/2021	11/3/2026- 11/23/2026		3,600		3,660		3,600
AmeraMex International, Inc. (10)	Commercial Services & Supplies	10.00%	3/29/2019	9/15/2024		1,059		1,059		1,069
Bazzini, LLC (10)	Food & Staples Retailing	10.46 %	12/23/2022	1/1/2028		2,365		2,440		2,365
Boart Longyear Company (10)	Metals & Mining	8.31- 10.44 %	5/28/2020	7/1/2024- 10/7/2026		4,568		4,568		4,568
Bowman Energy Solutions, LLC (10)	Commercial Services & Supplies	7.42%	7/1/2022	8/1/2026		153		153		153
C-Port/Stone LLC (10)	Oil, Gas & Consumable Fuels	8.54 %	10/7/2022	11/1/2027		6,708		6,514		6,507
Capital City Jet Center, Inc. (10)	Airlines	10.00%	4/4/2018	10/4/2023- 6/22/2026		2,241		2,241		2,214
Champion Air, LLC (10)	Airlines	10.00%	3/19/2018	1/1/2023		1,055		1,055		1,055
CKD Holdings, Inc. (10)	Road & Rail	8.10- 8.60 %	9/22/2022	3/22/2026- 9/22/2027		3,690		3,690		3,690
Clubcorp Holdings, Inc. (10)	Hotels, Restaurants & Leisure	9.36- 13.01 %	5/27/2021	4/1/2025- 1/1/2028		6,539		6,539		6,539
Dongwon Autopart Technology Inc. (10)	Auto Components	7.96%	2/2/2021	1/1/2026		1,828		1,849		1,828
Drillers Choice, Inc. (10)	Commercial Services & Supplies	8.00 %	10/31/2022	11/1/2027		1,589		1,589		1,589
EasyPak, LLC (10)	Containers & Packaging	9.01%	1/6/2021	1/1/2024		276		276		276
Energy Drilling Services, LLC (10)	Diversified Consumer Services	6.58- 9.16 %	8/26/2022	12/9/2025- 9/1/2027		1,321		1,321		1,295
Environmental Protection & Improvement Company, LLC (10)	Road & Rail	8.25%	9/30/2020	10/1/2027		5,270		5,300		5,270
Equipment Operating Leases, LLC (2)(12)	Multi-Sector Holdings	8.37%	4/27/2018	4/27/2025		3,837		3,837		3,741
First American Commercial Bancorp, Inc. (10)	Diversified Financial Services	7.50- 9.02 %	10/28/2021	10/1/2026- 3/1/2027		2,938		2,941		2,938
First National Capital, LLC (10)	Diversified Financial Services	9.00%	11/5/2021	8/1/2026		7,116		7,116		7,116
Freightsol LLC (10)	Road & Rail	12.51- 12.89 %	4/9/2019	11/1/2023		779		784		779
Garda CL Technical Services, Inc. (10)	Commercial Services & Supplies	8.30- 8.77 %	3/22/2018	6/5/2023- 10/5/2023		469		469		468
Georgia Jet, Inc. (10)	Airlines	8.00%	12/4/2017	1/4/2024		425		425		425
GMT Corporation (10)	Machinery	10.71%	10/23/2018	1/1/2026		4,801		4,806		4,801
Hawkeye Contracting Company, LLC (10)	Construction & Engineering	10.50%	10/8/2021	11/1/2025		997		997		997
HTI Logistics Corporation (10)	Commercial Services & Supplies	9.69- 9.94 %	11/15/2018	5/1/2024- 9/1/2025		290		290		283
International Automotive Components Group, North America, Inc. (10)	Auto Components	7.95%	6/23/2021	6/23/2025		6,072		6,109		5,951
Kool Pak, LLC (10)	Road & Rail	8.58%	2/5/2018	3/1/2024		194		194		194
Loc Performance Products, LLC (10)	Machinery	10.50 %	12/29/2022	6/1/2027		767		767		767
Loyer Capital LLC (2)(12)	Multi-Sector Holdings	8.73- 11.52 %	5/16/2019	5/16/2024- 9/25/2024		7,500		7,500		7,361
Lux Credit Consultants, LLC (10)	Road & Rail	8.28- 12.09 %	6/17/2021	12/1/2024- 12/1/2026		16,411		16,411		16,411
Lux Vending, LLC (10)	Consumer Finance	12.46- 13.26 %	8/20/2021	8/20/2024- 10/1/2024		1,638		1,663		1,638
Mountain Air Helicopters, Inc. (10)	Commercial Services & Supplies	10.00%	7/31/2017	2/28/2025		369		368		369
Ozzies, Inc. (10)	Commercial Services & Supplies	10.72 %	12/23/2022	1/1/2027		2,005		2,072		2,005
PCX Aerostructures LLC (10)	Aerospace & Defense	9.32 %	11/23/2022	12/1/2028		2,658		2,658		2,658
Rane Light Metal Castings Inc. (10)	Machinery	10.00%	6/1/2020	6/1/2024		159		159		159
Rango, Inc. (10)	Commercial Services & Supplies	9.33- 9.79 %	9/24/2019	4/1/2023- 11/1/2024		1,940		1,960		1,904
Royal Coach Lines, Inc.(10)	Road & Rail	9.56%	11/21/2019	8/1/2025		849		849		775
Royal Express Inc. (10)	Road & Rail	9.53%	1/17/2019	2/1/2024		428		431		428
Rotten Rock Hardscaping & Tree Service (10)	Diversified Consumer Services	8.21 %	12/6/2022	12/6/2027		245		245		245
Signet Marine Corporation (10)	Transportation Infrastructure	8.50 %	10/31/2022	7/1/2029		14,102		14,152		14,102
SLR Equipment Finance(2)	Multi-Sector Holdings	8.50%	1/24/2022	1/24/2023		5,000		5,000		5,000
Smiley Lifting Solutions, LLC(10)	Commercial Services & Supplies	7.82- 8.28 %	6/30/2022	9/15/2026- 12/29/2029		4,139		4,139		4,139
ST Coaches, LLC (10)	Road & Rail	8.47- 8.58 %	7/31/2017	7/1/2023- 1/25/2025		1,521		1,521		1,459
Star Coaches Inc. (10)	Road & Rail	8.42%	3/9/2018	4/1/2025		2,887		2,887		2,591
Superior Transportation, Inc. (10)	Road & Rail	10.22- 10.63 %	7/31/2017	1/1/2026		3,369		3,369		3,369
The Smedley Company & Smedley Services, Inc. (10)..	Commercial Services & Supplies	4.07%	7/31/2017	1/15/2028		1,706		1,706		1,706
Trinity Equipment Rentals, Inc. (10)	Commercial Services & Supplies	7.94- 8.75 %	10/8/2021	11/1/202 4- 12/1/2026		577		577		577
U.S. Crane & Rigging, LLC (10)	Commercial Services & Supplies	10.92 %	12/23/2022	3/1/2027		2,005		2,005		2,005
Up Trucking Services, LLC (10)	Road & Rail	11.21%	3/23/2018	8/1/2024		469		473		469
Wind River Environmental, LLC (10)	Diversified Consumer Services	8.43- 10.00 %	7/31/2019	8/1/2024- 10/5/2025		604		605		604
Womble Company, Inc. (10)	Energy Equipment & Services	9.11%	12/27/2019	1/1/2025		386		386		371
Worldwide Flight Services, Inc. (10)	Transportation Infrastructure	8.32- 9.36 %	9/23/2022	9/23/2027- 10/28/2027		304		308		304
Zamborelli Enterprises Pacific Souther Foundation (10)	Diversified Consumer Services	8.91 %	12/7/2022	1/1/2027		707		714		707
					Shares/Units
SLR Equipment Finance Equity Interests (2)(9)(17)*	Multi-Sector Holdings		7/31/2017			200		145,000		120,820

Total Equipment Financing							$	291,445	$	265,952

See notes to consolidated financial statements.

Table of Contents

SLR INVESTMENT CORP.

CONSOLIDATED SCHEDULE OF INVESTMENTS (continued)

December 31, 2022

(in thousands, except share/unit amounts)

Description

Industry

Interest
Rate

(1)

Acquisition
Date

Maturity

Date

Par Amount

Cost

Fair
Value

Preferred Equity – 0.4%

SOINT, LLC (2)(3)(4)

Aerospace & Defense

5.00

(11)

6/8/2012

6/30/2023

49,273

4,927

3,801


Description	Industry	Acquisition Date		Shares/Units		Cost		Fair Value
Common Equity/Equity Interests/Warrants—57.1%
aTyr Pharma, Inc. Warrants *	Pharmaceuticals		11/18/2016		6,347	$	106	$	—
CardioFocus, Inc. Warrants *	Health Care Equipment & Supplies		3/31/2017		90		51		—
Centrexion Therapeutics, Inc. Warrants *	Pharmaceuticals		6/28/2019		289,102		136		82
Conventus Orthopaedics, Inc. Warrants *	Health Care Equipment & Supplies		6/15/2016		157,500		65		—
Delphinus Medical Technologies, Inc. Warrants *	Health Care Equipment & Supplies		8/18/2017		444,388		74		103
Essence Group Holdings Corporation (Lumeris) Warrants *	Health Care Technology		3/22/2017		260,000		129		366
KBH Topco LLC (Kingsbridge) (2)(5)(18)	Multi-Sector Holdings		11/3/2020		73,500,000		136,596		148,444
Meditrina, Inc. Warrants *	Health Care Equipment & Supplies		12/20/2022		29,366		23		23
RD Holdco, Inc. (Rug Doctor) (2)*	Diversified Consumer Services		12/23/2013		231,177		15,683		—
RD Holdco, Inc. (Rug Doctor) Class B (2)*	Diversified Consumer Services		12/23/2013		522		5,216		—
RD Holdco, Inc. (Rug Doctor) Warrants (2)*	Diversified Consumer Services		12/23/2013		30,370		381		—
Senseonics Holdings, Inc. (3)(8)*	Health Care Equipment & Supplies		7/25/2019		469,353		235		483
SLR Business Credit (2)(3)(19)	Diversified Financial Services		4/1/2022		100		81,583		89,370
SLR Credit Solutions (2)(3)(20)	Diversified Financial Services		12/28/2012		280,303		280,737		288,760
SLR Healthcare ABL (2)(3)(21)	Diversified Financial Services		4/1/2022		32,839		34,335		34,350
SLR Senior Lending Program LLC (2)(3)(25)	Asset Management		12/1/2022		—		9,500		9,426
Spectrum Pharmaceuticals, Inc. Warrants *	Biotechnology		9/21/2022		159,470		51		15
Vapotherm, Inc. Warrants*	Health Care Equipment & Supplies		2/18/2022		36,996		210		87
Venus Concept Ltd. Warrants* (f/k/a Restoration Robotics)	Health Care Equipment & Supplies		5/10/2018		33,430		152		—

Total Common Equity/Equity Interests/Warrants						$	565,263	$	571,509

Total Investments (6) — 208.7 %						$	2,134,587	$	2,086,676


Description	Industry		Acquisition Date		Maturity Date		Par Amount
Cash Equivalents — 41.8%
U.S. Treasury Bill		Government		12/30/2022		2/23/2023	$	420,000	$	417,590	$	417,590

Total Investments & Cash Equivalents — 250.5%									$	2,552,177	$	2,504,266
Liabilities in Excess of Other Assets — (150.5%)												(1,504,535	)

Net Assets — 100.0%											$	999,731

(1)

Floating rate debt investments typically bear interest at a rate determined by reference to the London Interbank Offered Rate (“LIBOR” or “L”), the Secured Overnight Financing Rate (“SOFR” or “S”) or the prime index rate (“PRIME” or “P”), and which typically reset monthly, quarterly or semi-annually. For each debt investment we have provided the current rate of interest, or in the case of leases the current implied yield, in effect as of December 31, 2022.

(2)

Denotes investments in which we are deemed to exercise a controlling influence over the management or policies of a company, as defined in the Investment Company Act of 1940, as amended (“1940 Act”), due to beneficially owning, either directly or through one or more controlled companies, more than 25% of the outstanding voting securities of the investment. Transactions during the year ended December 31, 2022 in these controlled investments are as follows:


Name of Issuer	Fair Value at December 31, 2021		Gross Additions		Gross Reductions		Realized Gain (Loss)		Change in Unrealized Gain (Loss)			Interest/ Dividend Income			Fair Value at December 31, 2022
Equipment Operating Leases, LLC	$	18,939	$	—	$	15,833	$	—	$	635		$	749		$	3,741
Kingsbridge Holdings, LLC		80,000		—		—		—		(87	)		7,402			80,000
KBH Topco, LLC (Kingsbridge)		145,996		—		—		—		2,448			15,225			148,444
Loyer Capital LLC		10,725		—		3,500		—		136			1,003			7,361
RD Holdco, Inc. (Rug Doctor, common equity)		—		—		—		—		—			—			—
RD Holdco, Inc. (Rug Doctor, class B)		5,216		—		—		—		(5,216	)		—			—
RD Holdco, Inc. (Rug Doctor, warrants)		—		—		—		—		—			—			—
RD Holdco, Inc. (debt)		11,829		685		—		—		(5,280	)		(18	)		6,521
SLR Business Credit		—		81,583		—		—		7,787			5,150			89,370
SLR Credit Solutions		298,766		—		—		—		(10,006	)		20,500			288,760
SLR Equipment Finance (equity)		129,102		—		—		—		(8,282	)		—			120,820
SLR Equipment Finance (debt)		—		5,000		—		—		—			379			5,000
SLR Healthcare ABL		—		34,335		—		—		15			2,595			34,350
SLR Senior Lending Program LLC		—		9,500		—		—		(74	)		—			9,426
SOAGG LLC		1,121		—		447		—		(674	)		647			—
SOINT, LLC		4,509		266		942		—		(32	)		266			3,801

	$	706,203	$	131,369	$	20,722	$	—	$	(18,630	)	$	53,898		$	797,594

See notes to consolidated financial statements.

Table of Contents

SLR INVESTMENT CORP.

CONSOLIDATED SCHEDULE OF INVESTMENTS (continued)

December 31, 2022

(in thousands)

(3)

Indicates assets that the Company believes may not represent “qualifying assets” under Section 55(a) of the 1940 Act. If we fail to invest a sufficient portion of our assets in qualifying assets, we could be prevented from making

follow-on

investments in existing portfolio companies or could be required to dispose of investments at inappropriate times in order to comply with the 1940 Act. As of December 31, 2022, on a fair value basis,

non-qualifying

assets in the portfolio represented 24.2% of the total assets of the Company.

(4)	The Company’s investment in SOINT, LLC includes a one dollar investment in common shares.

(5)	Kingsbridge Holdings, LLC is held through KBH Topco LLC, a Delaware corporation.

(6)

Aggregate net unrealized appreciation for U.S. federal income tax purposes is $17,187; aggregate gross unrealized appreciation and depreciation for U.S. federal tax purposes is $161,053 and $143,866, respectively, based on a tax cost of $2,069,489. Unless otherwise noted, all of the Company’s investments are pledged as collateral against the borrowings outstanding on the senior secured credit facility. The Company generally acquires its investments in private transactions exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). These investments are generally subject to certain limitations on resale, and may be deemed to be “restricted securities” under the Securities Act. All investments are Level 3 unless otherwise indicated.

(7)	Floating rate instruments accrue interest at a predetermined spread relative to an index, typically the LIBOR, SOFR or PRIME rate. These instruments are often subject to a LIBOR, SOFR or PRIME rate floor.

(8)	Denotes a Level 1 investment.

(9)	SLR Equipment Finance is held through NEFCORP LLC, a wholly-owned consolidated taxable subsidiary and NEFPASS LLC, a wholly-owned consolidated subsidiary.

(10)	Indicates an investment that is wholly held by the Company through NEFPASS LLC.

(11)	Interest is paid in kind (“PIK”).

(12)	Denotes a subsidiary of SLR Equipment Finance.

(13)	OmniGuide Holdings, Inc., Domain Surgical, Inc. and OmniGuide, Inc. are co-borrowers.

(14)	AmeriMark Interactive, LLC, AmeriMark Direct LLC, AmeriMark Intermediate Sub, Inc., L.T.D. Commodities LLC, Dr. Leonard’s Healthcare Corp. and Amerimark Intermediate Holdings, LLC are each co-Borrowers. Amerimark may elect to defer up to 8.00% of the coupon as PIK.

(15)	Spread is 5.75% Cash / 0.50% PIK.

(16)

Indicates an investment that is wholly or partially held by the Company through its wholly-owned financing subsidiary SUNS SPV LLC (the “SUNS SPV”). Such investments are pledged as collateral under the Senior Secured Revolving SPV Credit Facility (the “SPV Credit Facility”) (see Note 7 to the consolidated financial statements) and are not generally available to creditors, if any, of the Company.

(17)	See note 12 to the consolidated financial statements.

(18)	See note 14 to the consolidated financial statements.

(19)	See note 16 to the consolidated financial statements.

(20)	See note 10 to the consolidated financial statements.

(21)	See note 15 to the consolidated financial statements.

(22)	BridgeBio Pharma, Inc. may elect to defer up to 3.00% of the coupon as PIK.

(23)	OmniGuide Holdings, Inc. may elect to defer up to 10.00% of the coupon as PIK.

(24)	Vapotherm, Inc. may elect to defer up to 8.00% of the coupon as PIK.

(25)	See note 19 to the consolidated financial statements.

(26)	iCIMS, Inc. may elect to defer up to 3.875% of the coupon as PIK.

*	Non-income producing security.

**	Investment is on non-accrual status.

See notes to consolidated financial statements.

Table of Contents

SLR INVESTMENT CORP.

CONSOLIDATED SCHEDULE OF INVESTMENTS (continued)

December 31, 2022

(in thousands)


Industry Classification	Percentage of Total Investments (at fair value) as of December 31, 2022
Diversified Financial Services (includes SLR Credit Solutions, SLR Business Credit and SLR Healthcare ABL)		22.1	%
Multi-Sector Holdings (includes Kingsbridge Holdings, LLC, SLR Equipment Finance, Equipment Operating Leases, LLC and Loyer Capital LLC)		17.5	%
Health Care Providers & Services		7.7	%
Health Care Equipment & Supplies		6.6	%
Pharmaceuticals		5.5	%
Software		4.3	%
Insurance		4.2	%
Biotechnology		3.9	%
Diversified Consumer Services		2.7	%
Media		1.9	%
Road & Rail		1.7	%
Personal Products		1.7	%
Capital Markets		1.7	%
Thrifts & Mortgage Finance		1.3	%
Life Sciences Tools & Services		1.3	%
Auto Parts & Equipment		1.2	%
Packaged Foods & Meats		1.2	%
Wireless Telecommunication Services		1.1	%
Commercial Services & Supplies		1.1	%
Internet & Catalog Retail		1.1	%
Internet Software & Services		1.0	%
Building Products		0.9	%
Trading Companies & Distributors		0.9	%
Health Care Technology		0.8	%
Transportation Infrastructure		0.7	%
Communications Equipment		0.7	%
IT Services		0.6	%
Leisure Equipment & Products		0.5	%
Specialty Retail		0.5	%
Asset Management		0.5	%
Food Products		0.4	%
Auto Components		0.4	%
Airlines		0.3	%
Hotels, Restaurants & Leisure		0.3	%
Oil, Gas & Consumable Fuels		0.3	%
Aerospace & Defense		0.3	%
Machinery		0.3	%
Footwear		0.3	%
Metals & Mining		0.2	%
Food & Staples Retailing		0.1	%
Water Utilities		0.1	%
Consumer Finance		0.1	%
Construction & Engineering		0.0	%
Energy Equipment & Services		0.0	%
Containers & Packaging		0.0	%

Total Investments		100.0	%

See notes to consolidated financial statements.

Table of Contents

SLR INVESTMENT CORP.

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2021

(in thousands, except share/unit amounts

)


Description	Industry	Spread Above Index (7)		LIBOR Floor		Interest Rate (1)			Acquisition Date		Maturity Date		Par Amount		Cost		Fair Value
Senior Secured Loans — 111.5 %
First Lien Bank Debt/Senior Secured Loans
Aegis Toxicology Sciences Corporation	Health Care Providers & Services	L+550		1.00	%		6.50	%		5/7/2018		5/9/2025	$	12,402	$	12,283	$	12,402
Alteon Health, LLC	Health Care Providers & Services	L+650		1.00	%		7.50	%		9/14/2018		9/1/2023		14,117		14,079		14,117
American Teleconferencing Services, Ltd.**	Communications Equipment	L+650		1.00	%		7.50	%		5/5/2016		9/9/2021		24,822		24,453		3,345
American Teleconferencing Services, Ltd.**	Communications Equipment	L+650		1.00	%		7.50	%		9/17/2021		3/31/2022		4,576		4,508		4,576
AmeriMark Intermediate Holdings, LLC(14)	Internet & Catalog Retail	L+600		1.00	%		7.00	%		7/28/2021		10/15/2026		25,226		24,739		24,721
Atria Wealth Solutions, Inc	Diversified Financial Services	L+600		1.00	%		7.00	%		9/14/2018		11/30/2022		6,345		6,329		6,345
Basic Fun, Inc	Specialty Retail	L+550		1.00	%		6.50	%		10/30/2020		10/30/2023		2,902		2,871		2,902
CC SAG Holdings Corp. (Spectrum Automotive)	Diversified Consumer Services	L+575		0.75	%		6.50	%		6/29/2021		6/29/2028		12,168		11,995		12,168
Community Brands ParentCo, LLC (f/k/a Ministry Brands)	Software	L+400		1.00	%		5.00	%		7/30/2021		12/2/2022		34,901		34,538		34,901
Enhanced Permanent Capital, LLC(3)	Capital Markets	L+700		1.00	%		8.00	%		12/29/2020		12/29/2025		26,061		25,418		26,061
Foundation Consumer Brands, LLC	Personal Products	L+638		1.00	%		7.38	%		2/12/2021		2/12/2027		33,367		32,633		33,367
iCIMS, Inc.	Software	L+650		1.00	%		7.50	%		9/7/2018		9/12/2024		19,341		19,120		19,341
Inszone Mid, LLC	Insurance	L+575		1.00	%		6.75	%		9/28/2021		6/30/2026		11,141		11,035		11,086
Ivy Fertility Services, LLC	Health Care Providers & Services	L+625		1.00	%		7.25	%		12/22/2021		2/25/2026		21,677		21,299		21,298
Kid Distro Holdings, LLC (Distro Kid)	Software	L+600		1.00	%		7.00	%		9/24/2021		10/1/2027		29,743		29,168		29,148
Kingsbridge Holdings, LLC(2)	Multi-Sector Holdings	L+700		1.00	%		8.00	%		12/21/2018		12/21/2024		80,000		79,713		80,000
KORE Wireless Group, Inc.(3)	Wireless Telecommunication Services	L+550		—			5.72	%		12/21/2018		12/21/2024		36,470		36,062		36,470
Logix Holding Company, LLC	Communications Equipment	L+575		1.00	%		6.75	%		9/14/2018		12/22/2024		7,400		7,359		7,178
Maurices, Incorporated	Specialty Retail	L+675		1.00	%		7.75	%		8/27/2021		6/1/2024		5,135		5,044		5,135
MMIT Holdings, LLC	IT Services	L+625		1.00	%		7.25	%		9/21/2021		9/15/2027		31,026		30,541		31,026
NAC Holdings Corporation (Jaguar)	Insurance	L+525		1.00	%		6.25	%		7/30/2021		9/28/2024		15,924		15,730		15,844
One Touch Direct, LLC	Commercial Services & Supplies	P+75		—			4.00	%		4/3/2020		9/30/2022		274		274		274
PhyNet Dermatology LLC	Health Care Providers & Services	L+600	(17)	1.00	%		7.00	%		9/5/2018		8/16/2024		14,589		14,529		14,589
Pinnacle Treatment Centers, Inc.	Health Care Providers & Services	L+575		1.00	%		6.75	%		1/22/2020		12/31/2022		11,996		11,953		11,996
PPT Management Holdings, LLC	Health Care Providers & Services	L+800	(15)	1.00	%		9.00	%		9/14/2018		12/16/2022		21,120		21,086		18,374
RQM+ Corp	Life Sciences Tools & Services	L+575		1.00	%		6.75	%		8/20/2021		8/12/2026		16,504		16,349		16,462
Stryten Energy LLC	Auto Parts & Equipment	L+800		1.00	%		9.00	%		8/11/2021		10/12/2026		26,184		25,676		25,923
SunMed Group Holdings, LLC	Health Care Equipment & Supplies	L+575		0.75	%		6.50	%		6/16/2021		6/16/2028		18,536		18,232		18,351
Ultimate Baked Goods Midco LLC (Rise Baking)	Packaged Foods & Meats	L+625		1.00	%		7.25	%		8/12/2021		8/13/2027		19,381		18,920		18,896
USR Parent, Inc. (Staples)	Specialty Retail	L+884		1.00	%		9.84	%		6/3/2020		9/12/2022		3,275		3,275		3,275

Total First Lien Bank Debt/Senior Secured Loans															$	579,211	$	559,571

Second Lien Asset-Based Senior Secured Loans
ACRES Commercial Mortgage, LLC	Diversified Financial Services	S+705		1.00	%		8.05	%		12/24/2021		8/21/2028		29,925	$	29,328	$	29,326
Varilease Finance, Inc.	Multi-Sector Holdings	L+750		1.00	%		8.50	%		8/22/2014		11/15/2025		29,563		29,467		29,563

Total Second Lien Asset-Based Senior Secured Loans															$	58,795	$	58,889

Second Lien Bank Debt/Senior Secured Loans
PhyMed Management LLC	Health Care Providers & Services	L+1500	(16)	1.00	%		16.00	%		12/18/2015		9/30/2022		37,819	$	37,757	$	36,874
Rug Doctor LLC (2)	Diversified Consumer Services	L+975	(11)	1.50	%		11.25	%		12/23/2013		5/16/2023		11,828		11,819		11,829

Total Second Lien Bank Debt/Senior Secured Loans															$	49,576	$	48,703

First Lien Life Science Senior Secured Loans
Alimera Sciences, Inc.	Pharmaceuticals	L+765		1.78	%		9.43	%		12/31/2019		7/1/2024	$	20,074	$	20,512	$	20,475
Arcutis Biotherapeutics, Inc.(3)	Pharamceuticals	L+745		0.10	%		7.55	%		12/22/2021		1/1/2027		21,735		21,645		21,637
Ardelyx, Inc.	Pharmaceuticals	L+745		0.25	%		7.70	%		5/10/2018		11/1/2022		14,972		16,198		16,170
Axcella Health Inc	Pharmaceuticals	L+860		0.10	%		8.70	%		9/2/2021		9/1/2026		9,278		9,318		9,302
BridgeBio Pharma, Inc.(3)	Biotechnology	—		—			9.00	%		11/17/2021		11/17/2026		34,574		34,082		34,055
Centrexion Therapeutics, Inc.	Pharmaceuticals	L+725		2.45	%		9.70	%		6/28/2019		1/1/2024		16,400		16,693		16,728
Cerapedics, Inc.	Health Care Equipment & Supplies	L+695		2.50	%		9.45	%		3/22/2019		3/1/2025		26,861		27,518		27,465
Delphinus Medical Technologies, Inc.	Health Care Equipment & Supplies	L+850		1.00	%		9.50	%		8/18/2017		6/1/2022		1,089		1,414		1,405
Glooko, Inc.	Health Care Technology	L+790		0.10	%		8.00	%		9/30/2021		10/1/2026		8,364		8,339		8,322
Neuronetics, Inc.	Health Care Equipment & Supplies	L+765		1.66	%		9.31	%		3/2/2020		2/28/2025		15,613		15,874		15,878
OmniGuide Holdings, Inc. (13)	Health Care Equipment & Supplies	L+1405		0.10	%		14.15	%		7/30/2018		7/1/2023		18,879		17,845		18,958
Rezolute, Inc	Biotechnology	L+875		0.12	%		8.87	%		4/14/2021		4/1/2026		5,675		5,663		5,661
Rubius Therapeutics, Inc. (3)	Pharmaceuticals	L+550		2.10	%		7.60	%		12/21/2018		6/1/2026		40,291		41,103		41,097
scPharmaceuticals, Inc.	Pharmaceuticals	L+795		2.23	%		10.18	%		9/17/2019		9/17/2023		4,098		4,165		4,160
SOC Telemed, Inc.	Health Care Providers & Services	L+747		0.13	%		7.60	%		3/26/2021		4/1/2026		31,137		31,211		31,214

Total First Lien Life Science Senior Secured Loans															$	271,580	$	272,527

Total Senior Secured Loans															$	959,162	$	939,690

See notes to consolidated financial statements.

Table of Contents

SLR INVESTMENT CORP.

CONSOLIDATED SCHEDULE OF INVESTMENTS (continued)

December 31, 2021

(in thousands, except share/unit amounts)


Description	Industry	Interest Rate (1)		Acquisition Date		Maturity Date	Par Amount		Cost		Fair Value
Equipment Financing — 32.5 %
Aero Operating LLC (10)	Commercial Services & Supplies		8.47- 9.64 %		2/12/2021	3/1/2025- 12/1/2026	$	3,103	$	3,100	$	3,100
Air Methods Corporation (10)	Airlines		7.08- 7.13 %		11/3/2021	11/3/2026- 11/23/2026		4,063		4,145		4,063
AmeraMex International, Inc. (10)	Commercial Services & Supplies		10.00 %		3/29/2019	3/28/2022		3,149		3,148		3,180
Blackhawk Mining, LLC (10)	Oil, Gas & Consumable Fuels		10.97- 11.16 %		2/16/2018	3/1/2022- 11/1/2022		1,642		1,615		1,636
Boart Longyear Company (10)	Metals & Mining		9.06- 10.44 %		5/28/2020	7/1/2024- 1/1/2026		5,374		5,374		5,374
Capital City Jet Center, Inc. (10)	Airlines		10.00 %		4/4/2018	10/4/2023- 6/22/26		3,102		3,102		3,053
Champion Air, LLC (10)	Airlines		10.00 %		3/19/2018	1/1/2023		1,685		1,685		1,685
Clubcorp Holdings, Inc. (10)	Hotels, Restaurants & Leisure		8.87- 9.41 %		5/27/2021	6/1/2025- 1/1/2027		4,326		4,326		4,326
Dongwon Autopart Technology Inc. (10)	Auto Components		7.96 %		2/2/2021	1/1/2026		2,347		2,382		2,347
EasyPak, LLC (10)	Containers & Packaging		9.01 %		1/6/2021	1/1/2024		616		616		616
Environmental Protection & Improvement Company, LLC (10)	Road & Rail		8.25 %		9/30/2020	10/1/2027		5,921		5,959		5,921
Equipment Operating Leases, LLC (2)(12)	Multi-Sector Holdings		7.53- 8.37 %		4/27/2018	8/1/2022- 4/27/2025		19,671		19,671		18,939
First American Commercial Bancorp, Inc. (10)	Diversified Financial Services		7.50 %		10/28/2021	11/1/2026		2,487		2,492		2,487
First National Capital, LLC (10)	Diversified Financial Services		9.00 %		11/5/2021	8/1/2026		8,681		8,681		8,681
Freightsol LLC (10)	Road & Rail		12.51- 12.89 %		4/9/2019	11/1/2023		1,364		1,381		1,364
Garda CL Technical Services, Inc. (10)	Commercial Services & Supplies		8.30- 8.77 %		3/22/2018	6/5/2023- 10/5/2023		1,245		1,245		1,242
Georgia Jet, Inc. (10)	Airlines		8.00 %		12/4/2017	1/4/2024		795		795		795
GMT Corporation (10)	Machinery		10.71 %		10/23/2018	10/1/2025		5,476		5,484		5,476
Haljoe Coaches USA, LLC (10)	Road & Rail		8.53 %		7/31/2017	7/1/2024		1,061		1,061		915
Hawkeye Contracting Company, LLC (10)	Construction & Engineering		10.50 %		10/8/2021	11/1/2025		1,252		1,252		1,252
HTI Logistics Corporation (10)	Commercial Services & Supplies		9.69- 9.94 %		11/15/2018	5/1/2024- 9/1/2025		414		414		404
International Automotive Components Group, North America, Inc. (10)	Auto Components		7.95 %		6/23/2021	6/23/2025		8,184		8,250		8,184
Kool Pak, LLC (10)	Road & Rail		8.58 %		2/5/2018	3/1/2024		345		345		345
Loyer Capital LLC (2)(12)	Multi-Sector Holdings		8.73- 11.52 %		5/16/2019	5/16/24- 9/25/24		11,000		11,000		10,725
Lux Credit Consultants, LLC (10)	Road & Rail		8.28- 9.65 %		6/17/2021	12/1/2024- 12/1/2025		9,343		9,343		9,343
Lux Vending, LLC (10)	Consumer Finance		12.46- 13.26 %		8/20/2021	8/20/2024- 10/1/2024		2,526		2,583		2,526
Mountain Air Helicopters, Inc. (10)	Commercial Services & Supplies		10.00 %		7/31/2017	2/28/2025		479		476		479
Rane Light Metal Castings Inc. (10)	Machinery		10.00 %		6/1/2020	7/1/2024		253		253		253
Rango, Inc. (10)	Commercial Services & Supplies		9.33- 9.79 %		9/24/2019	4/1/2023- 11/1/2024		3,615		3,656		3,547
Rossco Crane & Rigging, Inc. (10)	Commercial Services & Supplies		11.53 %		8/25/2017	9/1/2022		126		126		126
Royal Coach Lines, Inc.(10)	Road & Rail		9.56 %		11/21/2019	8/1/2025		1,041		1,041		950
Royal Express Inc. (10)	Road & Rail		9.53 %		1/17/2019	2/1/2024		683		690		683
Sidelines Tree Service LLC (10)	Diversified Consumer Services		10.25 %		7/31/2017	10/1/2022		46		46		45
South Texas Oilfield Solutions, LLC (10)	Energy Equipment & Services		12.52- 13.76 %		3/29/2018	9/1/2022- 7/1/2023		1,363		1,363		1,338
ST Coaches, LLC (10)	Road & Rail		8.22- 8.58 %		7/31/2017	10/1/2022- 1/25/2025		1,951		1,951		1,839
Stafford Logistics, Inc. (10)	Commercial Services & Supplies		12.62 %		9/11/2019	2/15/2026		7,094		7,094		7,094
Star Coaches Inc. (10)	Road & Rail		8.42 %		3/9/2018	4/1/2025		3,401		3,401		2,916
Sturgeon Services International Inc. (10)	Energy Equipment & Services		18.38 %		7/31/2017	2/28/2022		132		132		125
Superior Transportation, Inc. (10)	Road & Rail		10.22- 10.62 %		7/31/2017	1/1/2026		4,578		4,578		4,578
Tailwinds, LLC (10)	Air Freight & Logistics		8.50- 9.00 %		7/26/2019	8/1/2024- 10/16/2025		2,267		2,267		2,267
The Smedley Company & Smedley Services, Inc. (10)..	Commercial Services & Supplies		10.21- 15.36 %		7/31/2017	10/29/2023- 2/10/2024		3,798		3,800		3,536
Trinity Equipment Rentals, Inc. (10)	Commercial Services & Supplies		7.94- 8.75 %		10/8/2021	11/1/2024- 12/1/2026		777		777		777
Trolleys, Inc. (10)	Road & Rail		9.99%		7/18/2018	8/1/2022		1,573		1,573		1,540
Up Trucking Services, LLC (10)	Road & Rail		11.21 %		3/23/2018	8/1/2024		696		705		696
Warrior Crane Services, LLC (10)	Commercial Services & Supplies		8.95 %		7/11/2019	8/1/2024- 8/1/2026		2,567		2,567		2,518
Wind River Environmental, LLC (10)	Diversified Consumer Services		8.43- 10.00%		7/31/2019	8/1/2024- 10/5/25		870		873		870
Womble Company, Inc. (10)	Energy Equipment & Services		9.11 %		12/27/2019	1/1/2025		547		547		537
							Shares/Units
SLR Equipment Finance Equity Interests (2)(9)*	Multi-Sector Holdings				7/31/2017			200		145,000		129,102

Total Equipment Financing									$	292,365	$	273,795

Preferred Equity – 0.7 %
SOAGG LLC (2)(3)(4)	Aerospace & Defense		8.00%		12/14/2010	6/30/2023		446	$	446	$	1,121
SOINT, LLC (2)(3)(4)	Aerospace & Defense		5.00% ( 11)		6/8/2012	6/30/2023		56,030		5,603		4,509

Total Preferred Equity										$ 6,049		$ 5,630

See notes to consolidated financial statements.

Table of Contents

SLR INVESTMENT CORP.

CONSOLIDATED SCHEDULE OF INVESTMENTS (continued)

December 31, 2021

(in thousands, except share/unit amounts

)

Description	Industry	Acquisition Date		Shares/Units		Cost		Fair Value
Common Equity/Equity Interests/Warrants—53.6%
aTyr Pharma, Inc. Warrants *	Pharmaceuticals		11/18/2016		6,347	$	106	$	—
CardioFocus, Inc. Warrants *	Health Care Equipment & Supplies		3/31/2017		90		51		—
Centrexion Therapeutics, Inc. Warrants *	Pharmaceuticals		6/28/2019		289,102		136		65
Conventus Orthopaedics, Inc. Warrants *	Health Care Equipment & Supplies		6/15/2016		157,500		65		—
Delphinus Medical Technologies, Inc. Warrants *	Health Care Equipment & Supplies		8/18/2017		444,388		74		80
Essence Group Holdings Corporation (Lumeris) Warrants *	Health Care Technology		3/22/2017		208,000		63		258
KBH Topco LLC (Kingsbridge) (2)(5)	Multi-Sector Holdings		11/3/2020		73,500,000		136,596		145,996
RD Holdco Inc. (Rug Doctor) (2)*	Diversified Consumer Services		12/23/2013		231,177		15,683		—
RD Holdco Inc. (Rug Doctor) Class B (2)*	Diversified Consumer Services		12/23/2013		522		5,216		5,216
RD Holdco Inc. (Rug Doctor) Warrants (2)*	Diversified Consumer Services		12/23/2013		30,370		381		—
Senseonics Holdings, Inc. (3)(8)*	Health Care Equipment & Supplies		7/25/2019		406,923		117		1,086
SLR Credit Solutions (2)(3)	Diversified Financial Services		12/28/2012		280,303		280,737		298,766
Venus Concept Ltd. Warrants* (f/k/a Restoration Robotics)	Health Care Equipment & Supplies		5/10/2018		27,352		152		—

Total Common Equity/Equity Interests/Warrants						$	439,377	$	451,467

Total Investments (6) — 198.3%						$	1,696,953	$	1,670,582


Description	Industry	Acquisition Date		Maturity Date		Par Amount
Cash Equivalents — 38.0%
U.S. Treasury Bill	Government		12/31/2021		1/25/2022	$	320,000	$	320,000	$	320,000

Total Investments & Cash Equivalents — 236.3%								$	2,016,953	$	1,990,582
Liabilities in Excess of Other Assets — (136.3%)											(1,148,301	)

Net Assets — 100.0%										$	842,281

(1)

Floating rate debt investments typically bear interest at a rate determined by reference to the London Interbank Offered Rate (“LIBOR”), and which typically reset monthly, quarterly or semi-annually. For each debt investment we have provided the current rate of interest, or in the case of leases the current implied yield, in effect as of December 31, 2021.

(2)


Name of Issuer	Fair Value at December 31, 2020		Gross Additions		Gross Reductions		Realized Gain (Loss)		Change in Unrealized Gain (Loss)			Interest/ Dividend Income		Fair Value at December 31, 2021
AviatorCap SII, LLC	$	2,941	$	—	$	2,941	$	—	$	—		$	92	$	—
Equipment Operating Leases, LLC		25,540		—		6,667		—		66			1,950		18,939
Kingsbridge Holdings, LLC		80,000		—		—		—		(79	)		6,568		80,000
KBH Topco, LLC (Kingsbridge)		136,596		—		—		—		9,400			13,250		145,996
Loyer Capital LLC		14,456		—		3,731		—		—			1,426		10,725
RD Holdco Inc. (Rug Doctor, common equity)		1,226		—		—		—		(1,226	)		—		—
RD Holdco Inc. (Rug Doctor, class B)		5,216		—		—		—		—			—		5,216
RD Holdco Inc. (Rug Doctor, warrants)		—		—		—		—		—			—		—
Rug Doctor LLC		10,559		1,270		—		—		(6	)		1,300		11,829
SLR Credit Solutions		296,766		—		—		—		2,000			22,500		298,766
SLR Equipment Finance (equity)		129,102		—		—		—		—			—		129,102
SLR Equipment Finance (debt)		850		—		850		—		—			42		—
SOAGG LLC		2,300		—		—		—		(1,179	)		1,543		1,121
SOINT, LLC		4,101		271		—		—		137			271		4,509

	$	709,653	$	1,541	$	14,189	$	—	$	9,113		$	48,942	$	706,203

See notes to consolidated financial statements.

Table of Contents

SLR INVESTMENT CORP.

CONSOLIDATED SCHEDULE OF INVESTMENTS (continued)

December

31, 2021

(in thousands)

(3)

follow-on

investments in existing portfolio companies or could be required to dispose of investments at inappropriate times in order to comply with the 1940 Act. As of December 31, 2021, on a fair value basis,

non-qualifying

assets in the portfolio represented 23.1% of the total assets of the Company.

(4)	The Company’s investments in SOAGG, LLC and SOINT, LLC include a two and one dollar investment in common shares, respectively.

(5)	Kingsbridge Holdings, LLC is held through KBH Topco LLC, a Delaware corporation.

(6)

Aggregate net unrealized appreciation for U.S. federal income tax purposes is $19,495; aggregate gross unrealized appreciation and depreciation

for U.S. federal tax purposes is $82,598 and $63,103, respectively, based on a tax cost of $1,651,087. Unless otherwise noted, all of the

Company’s investments are pledged as collateral against the borrowings outstanding on the senior secured credit facility. The Company generally

acquires its investments in private transactions exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”).

These investments are generally subject to certain limitations on resale, and may be deemed to be “restricted securities” under the Securities Act.

All investments are Level 3 unless otherwise indicated.

(7)	Floating rate instruments accrue interest at a predetermined spread relative to an index, typically the LIBOR or PRIME rate. These instruments are often subject to a LIBOR or PRIME rate floor.

(8)	Denotes a Level 1 investment.

(9)	SLR Equipment Finance is held through NEFCORP LLC, a wholly-owned consolidated taxable subsidiary and NEFPASS LLC, a wholly-owned consolidated subsidiary.

(10)	Indicates an investment that is wholly held by the Company through NEFPASS LLC.

(11)	Interest is paid in kind (“PIK”).

(12)	Denotes a subsidiary of SLR Equipment Finance.

(13)	OmniGuide Holdings, Inc., Domain Surgical, Inc. and OmniGuide, Inc. are co-borrowers.

(14)	AmeriMark Interactive, LLC, AmeriMark Direct LLC, AmeriMark Intermediate Sub, Inc., L.T.D. Commodities LLC, Dr. Leonard’s Healthcare Corp. and Amerimark Intermediate Holdings, LLC are each co-Borrowers.

(15)	Spread is 6.00% Cash / 2.00% PIK.

(16)	Spread is 2.50% Cash / 12.50% PIK.

(17)	Spread is 5.50% Cash / 0.50% PIK.

*	Non-income producing security.

**	Investment is on non-accrual status.

See notes to consolidated financial statements.

Table of Contents

SLR INVESTMENT CORP.

CONSOLIDATED SCHEDULE OF INVESTMENTS (continued)

December

31, 2021

(in thousands)


Industry Classification	Percentage of Total Investments (at fair value) as of December 31, 2021
Multi-Sector Holdings (includes Kingsbridge Holdings, LLC, SLR Equipment Finance, Equipment Operating Leases, LLC and Loyer Capital LLC)		24.8	%
Diversified Financial Services (includes SLR Credit Solutions)		20.7	%
Health Care Providers & Services		9.6	%
Pharmaceuticals		7.8	%
Software		5.0	%
Health Care Equipment & Supplies		5.0	%
Biotechnology		2.4	%
Wireless Telecommunication Services		2.2	%
Personal Products		2.0	%
Road & Rail		1.9	%
IT Services		1.9	%
Diversified Consumer Services		1.8	%
Insurance		1.6	%
Commercial Services & Supplies		1.6	%
Capital Markets		1.6	%
Auto Parts & Equipment		1.5	%
Internet & Catalog Retail		1.5	%
Packaged Foods & Meats		1.1	%
Life Sciences Tools & Services		1.0	%
Communications Equipment		0.9	%
Specialty Retail		0.7	%
Auto Components		0.6	%
Airlines		0.6	%
Health Care Technology		0.5	%
Machinery		0.3	%
Aerospace & Defense		0.3	%
Metals & Mining		0.3	%
Hotels, Restaurants & Leisure		0.3	%
Consumer Finance		0.1	%
Air Freight & Logistics		0.1	%
Energy Equipment & Services		0.1	%
Oil, Gas & Consumable Fuels		0.1	%
Construction & Engineering		0.1	%
Containers & Packaging		0.0	%

Total Investments		100.0	%

See notes to consolidated financial statements.

Table of Contents

SLR INVESTMENT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2022

(in thousands, except share amounts)

Note 1. Organization

Solar Capital LLC, a Maryland limited liability company, was formed in February 2007 and commenced operations on March 13, 2007 with initial capital of $1,200,000 of which 47.04% was funded by affiliated parties.

Immediately prior to our initial public offering, through a series of transactions, SLR Investment Corp. (the “Company”, “we”, “us” or “our”), merged with Solar Capital LLC, leaving SLR Investment Corp. as the surviving entity (the

“Pre-IPO

Merger”). SLR Investment Corp. issued an aggregate of approximately 26.65 million shares of common stock and $125,000 in senior unsecured notes to the existing Solar Capital LLC unit holders in connection with the

Pre-IPO

Merger. SLR Investment Corp. had no assets or operations prior to completion of the

Pre-IPO

Merger and as a result, the historical books and records of Solar Capital LLC have become the books and records of the surviving entity. The number of shares used to calculate weighted average shares for use in computations on a per share basis have been decreased retroactively by a factor of approximately 0.4022 for all periods prior to February 9, 2010. This factor represents the effective impact of the reduction in shares resulting from the

Pre-IPO

Merger.

SLR Investment Corp., a Maryland corporation formed in November 2007, is a

closed-end,

externally managed,

non-diversified

On February 9, 2010, the Company priced its initial public offering, selling 5.68 million shares of common stock, including the underwriters’ over-allotment, at a price of $18.50 per share. Concurrent with this offering, the Company’s senior management purchased an additional 600,000 shares through a private placement, also at $18.50 per share.

The Company’s investment objective is to maximize both current income and capital appreciation through debt and equity investments. The Company directly and indirectly invests primarily in leveraged middle market companies in the form of senior secured loans, financing leases and to a lesser extent, unsecured loans and equity securities. From time to time, we may also invest in public companies that are thinly traded.

On April 1, 2022, we acquired SLR Senior Investment Corp., a Maryland corporation (“SUNS”) pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 1, 2021, by and among us, SUNS, Solstice Merger Sub, Inc., a Maryland corporation and our wholly-owned subsidiary (“Merger Sub”), and, solely for the limited purposes set forth therein, SLR Capital Partners, LLC (the “Investment Adviser”). Pursuant to the Merger Agreement, Merger Sub merged with and into SUNS, with SUNS continuing as the surviving company and as SUNS’s wholly-owned subsidiary (the “Merger,”) and, immediately thereafter, SUNS merged with and into us, with us continuing as the surviving company (together with the Merger, the “Mergers”). . In accordance with the terms of the Merger Agreement, at the effective time of the Merger, each outstanding share of SUNS’s common stock was converted into the right to receive 0.7796 shares of our common stock (with SUNS’s stockholders receiving cash in lieu of fractional shares of our common stock). As a result of the Mergers, we issued an aggregate of 12,511,825 shares of our common stock to former SUNS stockholders. See Note 17 for additional information.

Note 2. Significant Accounting Policies

The accompanying consolidated financial statements have been prepared on the accrual basis of accounting in conformity with U.S. generally accepted accounting principles (“GAAP”), and include the accounts of the Company and certain wholly-owned subsidiaries. The consolidated financial statements reflect all adjustments and reclassifications which, in the opinion of management, are necessary for the fair presentation of the results of the operations and financial condition for the periods presented. All significant intercompany balances and transactions have been eliminated. Certain prior period amounts may have been reclassified to conform to the current period presentation.

The preparation of consolidated financial statements in conformity with GAAP and pursuant to the requirements for reporting on Form

10-K

and Regulation

S-X,

as appropriate, also requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reported periods. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ materially.

Table of Contents

SLR INVESTMENT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

December 31, 2022

(in thousands, except share amounts)

In the opinion of management, all adjustments, which are of a normal recurring nature and considered necessary for the fair presentation of financial statements, have been included.

The significant accounting policies consistently followed by the Company are:

(a)

Investment transactions are accounted for on the trade date;

(b)

Under procedures established by the board of directors (the “Board”), we value investments, including certain senior secured debt, subordinated debt and other debt securities with maturities greater than 60 days, for which market quotations are readily available and deemed to represent fair value under U.S. GAAP, at such market quotations (unless they are deemed not to represent fair value). A market quotation is readily available for a security only when that quotation is a quoted price (unadjusted) in active markets for identical investments that the Company can access at the measurement date, provided that a quotation will not be readily available if it is not reliable. If the Company anticipates using a market quotation for a security, it will also monitor for circumstances that may necessitate the use of fair value, such as significant events that may cause concern over the reliability of a market quotation. We attempt to obtain market quotations from at least two brokers or dealers (if available, otherwise from a principal market maker or a primary market dealer or other independent pricing service). We utilize

mid-market

pricing as a practical expedient for fair value unless a different point within the range is more representative. If and when market quotations are deemed not to represent fair value, we may utilize independent third-party valuation firms to assist us in determining the fair value of material assets. Accordingly, such investments go through our multi-step valuation process as described below. In each such case, independent valuation firms, that may from time to time be engaged by the Board, consider observable market inputs together with significant unobservable inputs in arriving at their valuation recommendations. Debt investments with maturities of 60 days or less shall each be valued at cost plus accreted discount, or minus amortized premium, which is expected to approximate fair value, unless such valuation, in the judgment of the Investment Adviser, does not represent fair value, in which case such investments shall be valued at fair value as determined in good faith by or under the direction of the Board. Investments that are not publicly traded or whose market quotations are not readily available are valued at fair value as determined in good faith by or under the direction of the Board. Such determination of fair values involves subjective judgments and estimates.

With respect to investments for which market quotations are not readily available or when such market quotations are deemed not to represent fair value under U.S. GAAP, the Board has approved a multi-step valuation process each quarter, as described below:

(1)

(2)

preliminary valuation conclusions are then documented and discussed with senior management of the Investment Adviser;

(3)

(4)

(5)

103

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SLR INVESTMENT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

December

31, 2022

(in thousands, except share amounts)

The valuation principles set forth above may be modified from time to time, in whole or in part, as determined by the Board in its sole discretion. The Board will also (1) periodically assess and manage valuation risks; (2) establish and apply fair value methodologies; (3) test fair value methodologies; (4) oversee and evaluate third-party pricing services, as applicable; (5) oversee the reporting required by Rule

2a-5

under the 1940 Act; and (6) maintain recordkeeping requirements under Rule

2a-5.

Investments in all asset classes are valued utilizing a market approach, an income approach, or both approaches, as appropriate. However, in accordance with ASC

820-10,

ASC Topic 820 classifies the inputs used to measure these fair values into the following hierarchy:

Level

: Unadjusted quoted prices in active markets for identical assets or liabilities, accessible by the Company at the measurement date.

Level

: Quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active, or other observable inputs other than quoted prices.

Level

: Unobservable inputs for the asset or liability.

(c)

Gains or losses on investments are calculated by using the specific identification method.

(d)

The Company records dividend income and interest, adjusted for amortization of premium and accretion of discount, on an accrual basis. Loan origination fees, original issue discount, and market discounts are capitalized and we amortize such amounts into income using the effective interest method. Upon the prepayment of a loan, any unamortized loan origination fees are recorded as interest income. We record call premiums received on loans repaid as interest income when we receive such amounts. Capital structuring fees, amendment fees, consent fees, and any other

non-recurring

fee income as well as a management fee and other fee income for services rendered, if any, are recorded as other income when earned.

(e)

The Company intends to comply with the applicable provisions of the Code pertaining to regulated investment companies to make distributions of taxable income sufficient to relieve it of substantially all U.S. federal income taxes. The Company, at its discretion, may carry forward taxable income in excess of calendar year distributions and pay a 4% excise tax on this income. The Company will accrue excise tax on such estimated excess taxable income as appropriate.

104

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SLR INVESTMENT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

December 31, 2022

(in thousands, except share amounts)

(f)

Book and tax basis differences relating to stockholder distributions and other permanent book and tax differences are typically reclassified among the Company’s capital accounts. In addition, the character of income and gains to be distributed is determined in accordance with income tax regulations that may differ from GAAP; accordingly at December 31, 2022, $28,991 was reclassified on our balance sheet between accumulated distributable net loss and

paid-in

capital in excess of par. Total earnings and net asset value are not affected.

(g)

Distributions to common stockholders are recorded as of the record date. The amount to be paid out as a distribution is determined by the Board. Net realized capital gains, if any, are generally distributed or deemed distributed at least annually.

(h)

In accordance with Regulation

S-X

and ASC Topic 810—

Consolidation

, the Company consolidates its interest in controlled investment company subsidiaries, financing subsidiaries and certain wholly-owned holding companies that serve to facilitate investment in portfolio companies. In addition, the Company may also consolidate any controlled operating companies substantially all of whose business consists of providing services to the Company.

(i)

The accounting records of the Company are maintained in U.S. dollars. Any assets and liabilities denominated in foreign currencies are translated into U.S. dollars based on the rate of exchange of such currencies against U.S. dollars on the date of valuation. The Company will not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations would be included with the net unrealized gain or loss from investments. The Company’s investments in foreign securities, if any, may involve certain risks, including without limitation: foreign exchange restrictions, expropriation, taxation or other political, social or economic risks, all of which could affect the market and/or credit risk of the investment. In addition, changes in the relationship of foreign currencies to the U.S. dollar can significantly affect the value of these investments in terms of U.S. dollars and therefore the earnings of the Company.

(j)

In accordance with ASC

835-30,

the Company reports origination and other expenses related to certain debt issuances as a direct deduction from the carrying amount of the debt liability. Applicable expenses are deferred and amortized using either the effective interest method or the straight-line method over the stated life. The straight-line method may be used on revolving facilities and/or when it approximates the effective yield method.

(k)

The Company may enter into forward exchange contracts in order to hedge against foreign currency risk. These contracts are

marked-to-market

by recognizing the difference between the contract exchange rate and the current market rate as unrealized appreciation or depreciation. Realized gains or losses are recognized when contracts are settled.

(l)

The Company records expenses related to shelf registration statements and applicable equity offering costs as prepaid assets. These expenses are typically charged as a reduction of capital upon the sale of shares or expensed, in accordance with ASC

946-20-25.

(m)

Investments that are expected to pay regularly scheduled interest in cash are generally placed on

non-accrual

status when principal or interest cash payments are past due 30 days or more (90 days or more for equipment financing) and/or when it is no longer probable that principal or interest cash payments will be collected. Such

non-accrual

investments are restored to accrual status if past due principal and interest are paid in cash, and in management’s judgment, are likely to continue timely payment of their remaining principal and interest obligations. Cash interest payments received on such investments may be recognized as income or applied to principal depending on management’s judgment.

(n)

The Company defines cash equivalents as securities that are readily convertible into known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Generally, only securities with a maturity of three months or less would qualify, with limited exceptions. The Company believes that certain U.S. Treasury bills, repurchase agreements and other high-quality, short-term debt securities would qualify as cash equivalents.

Table of Contents

SLR INVESTMENT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

December

31, 2022

(in thousands, except share amounts)

Recent Accounting Pronouncements

In March 2020, the FASB issued Accounting Standards Update

No. 2020-04,

2020-04

Note 3. Agreements

The Company has an investment advisory and management agreement (the “Advisory Agreement”) with the Investment Adviser, under which the Investment Adviser manages the

day-to-day

operations of, and provides investment advisory services to the Company. For providing these services, the Investment Adviser receives a fee from the Company, consisting of two components—a base management fee and a performance-based incentive fee. The base management fee is determined by taking the average value of the Company’s gross assets at the end of the two most recently completed calendar quarters calculated at an annual rate of 1.50% on gross assets up to 200% of the Company’s total net assets as of the immediately preceding quarter end and 1.00% on gross assets that exceed 200% of the Company’s total net assets as of the immediately preceding quarter end. For purposes of computing the base management fee, gross assets exclude temporary assets acquired at the end of each fiscal quarter for purposes of preserving investment flexibility in the next fiscal quarter. Temporary assets include, but are not limited to, U.S. treasury bills, other short-term U.S. government or government agency securities, repurchase agreements or cash borrowings.

The performance-based incentive fee has two parts, as follows: one part is calculated and payable quarterly in arrears based on the Company’s

pre-incentive

fee net investment income for the immediately preceding calendar quarter. For this purpose,

pre-incentive

fee net investment income means interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that we receive from portfolio companies) accrued during the calendar quarter, minus the Company’s operating expenses for the quarter (including the base management fee, any expenses payable under the Administration Agreement, and any interest expense and distributions paid on any issued and outstanding preferred stock, but excluding the performance-based incentive fee).

Pre-incentive

fee net investment income does not include any realized capital gains or losses, or unrealized capital appreciation or depreciation.

Pre-incentive

fee net investment income, expressed as a rate of return on the value of the Company’s net assets at the end of the immediately preceding calendar quarter, is compared to the hurdle rate of 1.75% per quarter (7% annualized). The Company pays the Investment Adviser a performance-based incentive fee with respect to the Company’s

pre-incentive

fee net investment income in each calendar quarter as follows: (1) no performance-based incentive fee in any calendar quarter in which the Company’s

pre-incentive

fee net investment income does not exceed the hurdle rate; (2) 100% of the Company’s

pre-incentive

fee net investment income with respect to that portion of such

pre-incentive

fee net investment income, if any, that exceeds the hurdle rate but is less than 2.1875% in any calendar quarter; and (3) 20% of the amount of the Company’s

pre-incentive

fee net investment income, if any, that exceeds 2.1875% in any calendar quarter. These calculations are appropriately

pro-rated

for any period of less than three months.

The second part of the performance-based incentive fee is determined and payable in arrears as of the end of each calendar year (or upon termination of the Advisory Agreement, as of the termination date), and will equal 20% of the Company’s cumulative realized capital gains less cumulative realized capital losses, unrealized capital depreciation (unrealized depreciation on a gross

investment-by-investment

basis at the end of each calendar year) and all net capital gains upon which prior performance-based capital gains incentive fee payments were previously made to the Investment Adviser. For financial statement purposes, the second part of the performance-based incentive fee is accrued based upon 20% of cumulative net realized gains and net unrealized capital appreciation. No accrual was required for the fiscal years ended December 31, 2022, 2021 and 2020.

For the fiscal years ended December 31, 2022, 2021 and 2020, the Company recognized $29,982, $28,277 and $24,951, respectively, in base management fees and $15,097, $10,309 and $2,272, respectively, in performance-based incentive fees. For the fiscal years ended December 31, 2022, 2021 and 2020, $1,527, $0 and $0, respectively, of such performance-based incentive fees were waived. The Investment Adviser has agreed to waive incentive fees resulting from income earned due to the accretion of purchase discount allocated to investments acquired as a result of the Mergers. Fees waived pursuant to the above are not subject to recoupment by the Investment Adviser.

Table of Contents

SLR INVESTMENT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

December

31, 2022

(in thousands, except share amounts)

The

Company has also entered into an Administration Agreement with SLR Capital Management, LLC (the “Administrator”) under which the Administrator provides administrative services to the Company. For providing these services, facilities and personnel, the Company reimburses the Administrator for the Company’s allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the Administration Agreement, including rent. The Administrator will also provide, on the Company’s behalf, managerial assistance to those portfolio companies to which the Company is required to provide such assistance. The Company typically reimburses the Administrator on a quarterly basis.

For the fiscal years ended December 31, 2022, 2021 and 2020, the Company recognized expenses under the Administration Agreement of $5,401, $5,575 and $5,215, respectively. No managerial assistance fees were accrued or collected for the fiscal years ended December 31, 2022, 2021 and 2020.

Note 4. Net Asset Value Per Share

At December 31, 2022, the Company’s total net assets and net asset value per share were $999,731 and $18.33, respectively. This compares to total net assets and net asset value per share at December 31, 2021 of $842,281 and $19.93, respectively.

Note 5. Earnings Per Share

The following table sets forth the computation of basic and diluted net increase in net assets per share resulting from operations, pursuant to ASC

260-10,

for the years ended December 31, 2022, 2021 and 2020:


	Year ended December 31, 2022		Year ended December 31, 2021		Year ended December 31, 2020
Earnings per share (basic & diluted)
Numerator - net increase in net assets resulting from operations:	$	18,342	$	59,566	$	15,451
Denominator - weighted average shares:		51,680,522		42,260,826		42,260,826
Earnings per share:	$	0.35	$	1.41	$	0.37

Note 6. Fair Value

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a framework for measuring fair value that includes a hierarchy used to classify the inputs used in measuring fair value. The hierarchy prioritizes the inputs to valuations used to measure fair value into three levels. The level in the fair value hierarchy within which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement. The levels of the fair value hierarchy are as follows:

Level

Financial assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market that the Company has the ability to access.

Level

Financial assets and liabilities whose values are based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability. Level 2 inputs include the following:

Quoted prices for similar assets or liabilities in active markets;

Quoted prices for identical or similar assets or liabilities in

non-active

markets;

Pricing models whose inputs are observable for substantially the full term of the asset or liability; and

Pricing models whose inputs are derived principally from or corroborated by observable market data through correlation or other means for substantially the full term of the asset or liability.

Level

Financial assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s and, if applicable, an independent third-party valuation firm’s own assumptions about the assumptions a market participant would use in pricing the asset or liability.

Table of Contents

SLR INVESTMENT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

December 31, 2022

(in thousands, except share amounts)

When the inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement in its entirety. For example, a Level 3 fair value measurement may include inputs that are observable (Levels 1 and 2) and unobservable (Level 3).

Gains and losses for assets and liabilities categorized within the Level 3 table below may include changes in fair value that are attributable to both observable inputs (Levels 1 and 2) and unobservable inputs (Level 3).

A review of fair value hierarchy classifications is conducted on a quarterly basis. Changes in the observability of valuation inputs may result in a reclassification for certain financial assets or liabilities. Such reclassifications involving Level 3 assets and liabilities are reported as transfers in/out of Level 3 as of the end of the quarter in which the reclassifications occur. Within the fair value hierarchy tables below, cash and cash equivalents are excluded but could be classified as Level 1.

The following tables present the balances of assets and liabilities measured at fair value on a recurring basis, as of December 31, 2022 and December 31, 2021:

Fair Value Measurements

As of December 31, 2022


	Level 1		Level 2		Level 3		Measured at Net Asset Value*		Total
Assets:
Senior Secured Loans	$	—	$	—	$	1,245,414	$	—	$	1,245,414
Equipment Financing		—		—		265,952		—		265,952
Preferred Equity		—		—		3,801		—		3,801
Common Equity/Equity Interests/Warrants		483		—		561,600		9,426		571,509

Total Investments	$	483	$	—	$	2,076,767	$	9,426	$	2,086,676

In accordance with ASC

820-10,

certain investments that are measured using the net asset value per share (or its equivalent) as a practical expedient for fair value have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Consolidated Statements of Assets and Liabilities. The portfolio investment in this category is SSLP. See Note 19 for more information on this investment, including its investment strategy and the Company’s unfunded equity commitment to SSLP. This investment is not redeemable by the Company absent an election by the members of the entity to liquidate all investments and distribute the proceeds to the members.

Fair Value Measurements

As of December 31, 2021


	Level 1		Level 2		Level 3		Total
Assets:
Senior Secured Loans	$	—	$	—	$	939,690	$	939,690
Equipment Financing		—		—		273,795		273,795
Preferred Equity		—		—		5,630		5,630
Common Equity/Equity Interests/Warrants		1,086		—		450,381		451,467

Total Investments	$	1,086	$	—	$	1,669,496	$	1,670,582

Liabilities:
2022 Unsecured Notes	$	—	$	—	$	150,000	$	150,000

Table of Contents

SLR INVESTMENT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

December 31, 2022

(in thousands, except share amounts)

The following table provides a summary of the changes in fair value of Level 3 assets for the year ended December 31, 2022, as well as the portion of gains or losses included in income attributable to unrealized gains or losses related to those assets still held at December 31, 2022:

Fair Value Measurements Using Level 3 Inputs


	Senior Secured Loans			Equipment Financing			Preferred Equity			Common Equity/ Equity Interests/ Warrants			Total
Fair value, December 31, 2021	$	939,690		$	273,795		$	5,630		$	450,381		$	1,669,496
Total gains or losses included in earnings:
Net realized gain (loss)		(36,244	)		—			—			6			(36,238	)
Net change in unrealized loss		(8,065	)		(6,924	)		(706	)		(5,048	)		(20,743	)
Purchase of investment securities(1)		796,389			84,168			266			116,272			997,095
Proceeds from dispositions of investment securities		(446,356	)		(85,087	)		(1,389	)		(11	)		(532,843	)
Transfers in/out of Level 3		—			—			—			—			—

Fair value, December 31, 2022	$	1,245,414		$	265,952		$	3,801		$	561,600		$	2,076,767

Unrealized losses for the period relating to those Level 3 assets that were still held by the Company at the end of the period:
Net change in unrealized loss	$	(8,920	)	$	(6,924	)	$	(706	)	$	(5,048	)	$	(21,598	)

(1)	Includes positions acquired from SUNS as a result of the Mergers.

The following table shows a reconciliation of the beginning and ending balances for fair valued liabilities measured using significant unobservable inputs (Level 3) for the year ended December 31, 2022:


2022 Unsecured Notes	For the year ended December 31, 2022
Beginning fair value	$	150,000
Net realized (gain) loss		—
Net change in unrealized (gain) loss		—
Borrowings		—
Repayments		(150,000	)
Transfers in/out of Level 3		—

Ending fair value	$	—

The Company made an election to apply the fair value option of accounting to the 2022 Unsecured Notes, in accordance with ASC

825-10.

On May 8, 2022, the borrowings were repaid in full. While the Company has not made an election to apply the fair value option of accounting to any of its other debt obligations, if the Company’s debt obligations were carried at fair value at December 31, 2022, the fair value of the Credit Facility, SPV Credit Facility, 2023 Unsecured Notes, 2024 Unsecured Notes, 2025 Unsecured Notes, 2026 Unsecured Notes, 2027 Unsecured Notes and 2027 Series F Unsecured Notes would be $393,000, $155,200, $75,000, $118,750, $79,688, $68,250, $42,875 and $118,125, respectively.

Table of Contents

SLR INVESTMENT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

December 31, 2022

(in thousands, except share amounts)

The following table provides a summary of the changes in fair value of Level 3 assets for the year ended December 31, 2021, as well as the portion of gains or losses included in income attributable to unrealized gains or losses related to those assets still held at December 31, 2021:

Fair Value Measurements Using Level 3 Inputs


	Senior Secured Loans			Equipment Financing			Preferred Equity			Common Equity/ Equity Interests/ Warrants			Total

Fair value, December 31, 2020	$	798,052		$	284,846		$	6,401		$	440,971		$	1,530,270
Total gains or losses included in earnings:
Net realized gain (loss)		—			(8	)		—			345			337
Net change in unrealized gain (loss)		(13,567	)		1,394			(1,042	)		9,857			(3,358	)
Purchase of investment securities		533,614			76,700			271			—			610,585
Proceeds from dispositions of investment securities		(378,409	)		(89,137	)		—			(675	)		(468,221	)
Transfers in/out of Level 3 (1)		—			—			—			(117	)		(117	)

Fair value, December 31, 2021	$	939,690		$	273,795		$	5,630		$	450,381		$	1,669,496

Unrealized gains (losses) for the period relating to those Level 3 assets that were still held by the Company at the end of the period:
Net change in unrealized gain (loss)	$	(12,837	)	$	1,394		$	(1,042	)	$	9,597		$	(2,888	)

(1)	On February 17, 2021, the Company exercised its warrants in Senseonics Holdings, Inc., receiving shares in the common stock of Senseonics Holdings, Inc. The common stock of Senseonics Holdings, Inc. is publicly traded, so this position is considered to be a Level 1 asset.


2022 Unsecured Notes	For the year ended December 31, 2021
Beginning fair value	$	150,000
Net realized (gain) loss		—
Net change in unrealized (gain) loss		—
Borrowings		—
Repayments		—
Transfers in/out of Level 3		—

Ending fair value	$	150,000

The Company made elections to apply the fair value option of accounting to the 2022 Unsecured Notes, in accordance with ASC

825-10.

On December 31, 2021, there were borrowings of $150,000 on the 2022 Unsecured Notes.

Table of Contents

SLR INVESTMENT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

December 31, 2022

(in thousands, except share amounts)

Quantitative Information about Level 3 Fair Value Measurements

The Company typically determines the fair value of its performing debt investments utilizing a yield analysis. In a yield analysis, a price is ascribed for each investment based upon an assessment of current and expected market yields for similar investments and risk profiles. Additional consideration is given to current contractual interest rates, relative maturities and other key terms and risks associated with an investment. Among other factors, a significant determinant of risk is the amount of leverage used by the portfolio company relative to the total enterprise value of the company, and the rights and remedies of our investment within each portfolio company.

Significant unobservable quantitative inputs typically used in the fair value measurement of the Company’s Level 3 assets and liabilities primarily reflect current market yields, including indices, and readily available quotes from brokers, dealers, and pricing services as indicated by comparable assets and liabilities, as well as enterprise values, returns on equity and earnings before income taxes, depreciation and amortization (“EBITDA”) multiples of similar companies, and comparable market transactions for equity securities.

Quantitative information about the Company’s Level 3 asset and liability fair value measurements as of December 31, 2022 is summarized in the table below:

Asset or
Liability

Fair Value at

December 31, 2022

Principal Valuation

Technique/Methodology

Unobservable Input

Range (Weighted

Average)

Senior Secured Loans

Asset

1,212,842

32,572

Income Approach
Market Multiple

(1)

Market Yield

Comparable Multiple

9.4%

–

18.2% (12.0%)

0.1x-21.4x

(12.4x)

Equipment Financing

Asset

145,132

120,820

Income Approach
Market Multiple

(2)

Market Yield

Comparable Multiple

8.5% –9.7% (9.7%)

1.1x-1.4x

(1.2x)

Preferred Equity

Asset

3,801

Income Approach

Market Yield

5.0% –

5.0% (5.0%)

Common Equity/Equity Interests/Warrants

Asset

149,120

412,480

Market Multiple

(3)

Market Approach

Comparable Multiple

Return on Equity

7.8x –

9.8x (8.8x)

6.6% –

35.2% (9.2%)

(1)	Investments are valued using a sum-of-the parts analysis, using expected revenue multiples for certain segments of the businesses and expected EBITDA multiples for certain segments of the businesses.

(2)	Includes $120,820 of investments valued using an implied multiple.

(3)	Includes $676 of investments valued using a Black-Scholes model and $148,444 of investments valued using an EBITDA multiple.

Quantitative information about the Company’s Level 3 asset and liability fair value measurements as of December 31, 2021 is summarized in the table below

Asset or
Liability

Fair Value at
December 31, 2021

Principal Valuation
Technique/Methodology

Unobservable Input

Range (Weighted
Average)

Senior Secured Loans

Asset

931,769

7,921

Income Approach

Market Multiple

(1)

Market Yield

Comparable Multiple

4.0% –

19.6% (8.7%)

2.0x-3.0x(2.5x)/2.0x-

3.0x(2.5x)

Equipment Financing

Asset

144,693

129,102

Income Approach

Market Approach

Market Yield

Return on Equity

7.1% –

20.3% (9.8%)

4.6%-4.6%

(4.6%)

Preferred Equity

Asset

5,630

Income Approach

Market Yield

3.5% –

8.0% (4.4%)

Common Equity/Equity Interests/Warrants

Asset

151,615

298,766

Market Multiple

(2)

Market Approach

Comparable Multiple

Return on Equity

5.8x –

10.5x (9.5x)

6.1% –

18.5% (8.6%)

2022 Unsecured Notes

Liability

150,000

Income Approach

Market Yield

2.2% –

4.6% (4.5%)

(1)	Investments are valued using a sum-of-the parts analysis, using expected EBITDA multiples (2x-3x) for certain segments of the business and expected revenue multiples (2x-3x) for certain segments of the business.

(2)	Includes $403 of investments valued using a Black-Scholes model and $151,212 of investments valued using an EBITDA multiple.

Table of Contents

SLR INVESTMENT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

December 31, 2022

(in thousands, except share amounts)

Significant increases or decreases in any of the above unobservable inputs in isolation, including unobservable inputs used in deriving

bid-ask

spreads, if applicable, could result in significantly lower or higher fair value measurements for such assets and liabilities. Generally, an increase in market yields or decrease in EBITDA multiples may result in a decrease in the fair value of certain of the Company’s investments.

Note 7. Debt

Our debt obligations consisted of the following as of December 31, 2022 and December 31, 2021:


	December 31, 2022					December 31, 2021
Facility	Face Amount		Carrying Value			Face Amount		Carrying Value
Credit Facility	$	393,000	$	388,254	(1)	$	322,500	$	318,015	(1)
SPV Credit Facility		155,200		154,302	(2)		—		—
2022 Unsecured Notes		—		—			150,000		150,000
2022 Tranche C Notes		—		—			21,000		20,964	(3)
2023 Unsecured Notes		75,000		74,979	(4)		75,000		74,592	(4)
2024 Unsecured Notes		125,000		124,421	(5)		125,000		124,143	(5)
2025 Unsecured Notes		85,000		84,613	(6)		—		—
2026 Unsecured Notes		75,000		74,498	(7)		75,000		74,384	(7)
2027 Unsecured Notes		50,000		49,953	(8)		50,000		49,940	(8)
2027 Series F Unsecured Notes		135,000		134,978	(9)		—		—

	$	1,093,200	$	1,085,998		$	818,500	$	812,038

(1)	Carrying Value equals the Face Amount net of unamortized debt issuance costs of $ 4,746 and $ 4,485 as of December 31, 2022 and December 31, 2021, respectively.

(2)	Carrying Value equals the Face Amount net of unamortized market discount of $898 as of December 31, 2022.

(3)	Carrying Value equals the Face Amount net of unamortized debt issuance costs of $36 as of December 31, 2021.

(4)	Carrying Value equals the Face Amount net of unamortized debt issuance costs of $21 and $408 as of December 31, 2022 and December 31, 2021, respectively.

(5)	Carrying Value equals the Face Amount net of unamortized debt issuance costs of $579 and $857 as of December 31, 2022 and December 31, 2021, respectively.

(6)	Carrying Value equals the Face Amount net of unamortized market discount of $387 as of December 31, 2022.

(7)	Carrying Value equals the Face Amount net of unamortized debt issuance costs of $502 and $616 as of December 31, 2022 and December 31, 2021, respectively.

(8)	Carrying Value equals the Face Amount net of unamortized debt issuance costs of $47 and $60 as of December 31, 2022 and December 31, 2021, respectively.

(9)	Carrying Value equals the Face Amount net of unamortized debt issuance costs of $22 as of December 31, 2022.

Unsecured Notes

On April 1, 2022, the Company entered into an assumption agreement (the “Note Assumption Agreement”), effective as of the closing of the Mergers. The Note Assumption Agreement relates to the Company’s assumption of $85,000 in aggregate principal amount of five-year, 3.90% senior unsecured notes, due March 31, 2025 (the “2025 Unsecured Notes”) and other obligations of SUNS under the Note Purchase Agreement, dated as of March 31, 2020 (the “Note Purchase Agreement”), among SUNS and certain institutional investors. Interest on the 2025 Unsecured Notes is due semi-annually on March 31 and September 30. Pursuant to the Note Assumption Agreement, the Company expressly assumed on behalf of SUNS the due and punctual payment of the principal of (and premium, if any) and interest on all the 2025 Unsecured Notes outstanding, and the due and punctual performance and observance of every covenant and every condition of the Note Purchase Agreement, to be performed or observed by SUNS.

Table of Contents

SLR INVESTMENT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

December 31, 2022

(in thousands, except share amounts)

On January 6, 2022, the Company closed a private offering of $135,000 of the 2027 Series F Unsecured Notes with a fixed interest rate of 3.33% and a maturity date of January 6, 2027. Interest on the 2027 Series F Unsecured Notes is due semi-annually on January 6 and July 6. The 2027 Series F Unsecured Notes were issued in a private placement only to qualified institutional buyers.

On September 14, 2021, the Company closed a private offering of $50,000 of the 2027 Unsecured Notes with a fixed interest rate of 2.95% and a maturity date of March 14, 2027. Interest on the 2027 Unsecured Notes is due semi-annually on March 14 and September 14. The 2027 Unsecured Notes were issued in a private placement only to qualified institutional buyers.

On December 18, 2019, the Company closed a private offering of $125,000 of the 2024 Unsecured Notes with a fixed interest rate of 4.20% and a maturity date of December 15, 2024. Interest on the 2024 Unsecured Notes is due semi-annually on June 15 and December 15. The 2024 Unsecured Notes were issued in a private placement only to qualified institutional buyers.

On December 18, 2019, the Company closed a private offering of $75,000 of the 2026 Unsecured Notes with a fixed interest rate of 4.375% and a maturity date of December 15, 2026. Interest on the 2026 Unsecured Notes is due semi-annually on June 15 and December 15. The 2026 Unsecured Notes were issued in a private placement only to qualified institutional buyers.

On December 28, 2017, the Company closed a private offering of $21,000 of the 2022 Tranche C Notes with a fixed interest rate of 4.50% and a maturity date of December 28, 2022. Interest on the 2022 Tranche C Notes is due semi-annually on June 28 and December 28. The 2022 Tranche C Notes were issued in a private placement only to qualified institutional buyers. The 2022 Tranche C Notes were repaid in full at maturity.

On November 22, 2017, we issued $75,000 in aggregate principal amount of publicly registered 2023 Unsecured Notes for net proceeds of $73,846. Interest on the 2023 Unsecured Notes is paid semi-annually on January 20 and July 20, at a fixed rate of 4.50% per year, commencing on January 20, 2018. The 2023 Unsecured Notes mature on January 20, 2023.

On February 15, 2017, the Company closed a private offering of $100,000 of the 2022 Unsecured Notes with a fixed interest rate of 4.60% and a maturity date of May 8, 2022. Interest on the 2022 Unsecured Notes is due semi-annually on May 8 and November 8. The 2022 Unsecured Notes were issued in a private placement only to qualified institutional

buyers. The 2022 Unsecured Notes were repaid in full at maturity.

On November 8, 2016, the Company closed a private offering of $50,000 of the 2022 Unsecured Notes with a fixed interest rate of 4.40% and a maturity date of May 8, 2022. Interest on the 2022 Unsecured Notes is due semi-annually on May 8 and November 8. The 2022 Unsecured Notes were issued in a private placement only to qualified institutional buyers. The 2022 Unsecured Notes were repaid in full at maturity.

Revolving and Term Loan Facilities

On April 1, 2022, the Company entered into an assumption agreement (the “CF Assumption Agreement”), effective as of the closing of the Mergers. The CF Assumption Agreement relates to the Company’s assumption of the Revolving Credit Facility, originally entered into on August 26, 2011 (as amended from time to time, the “SPV Credit Facility”), by and among SUNS SPV LLC (the “SUNS SPV”), a wholly-owned subsidiary of SUNS, acting as borrower, Citibank, N.A., acting as administrative agent and collateral agent, and the other parties thereto. Currently, the commitment under the SPV Credit Facility is $225,000; however, the commitment can also be expanded up to $600,000. The stated interest rate on the SPV Credit Facility is LIBOR plus

2.00%-2.50%

with no LIBOR floor requirement and the current final maturity date is June 1, 2026. The SPV Credit Facility is secured by all of the assets held by SUNS SPV. Under the terms of the SPV Credit Facility and related transaction documents, the Company as successor to SUNS, and SUNS SPV, as applicable, have made certain customary representations and warranties, and are required to comply with various covenants, including leverage restrictions, reporting requirements and other customary requirements for similar credit facilities. The SPV Credit Facility also includes usual and customary events of default for credit facilities of this nature. At December 31, 2022, outstanding USD equivalent borrowings under the SPV Credit Facility totaled $155,200.

Table of Contents

SLR INVESTMENT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

December 31, 2022

(in thousands, except share amounts)

On December 28, 2021, the Company closed on Amendment No. 1 to its August 28, 2019 senior secured credit agreement (the “Credit Facility”). Following the amendment and a November 2022 upsizing, the Credit Facility is composed of $625,000 of revolving credit and $100,000 of term loans. Borrowings generally bear interest at a rate per annum equal to the base rate plus a range of

1.75%-2.00%

or the alternate base rate plus

0.75%-1.00%.

The Credit Facility has a 0% floor and matures in December 2026 and includes ratable amortization in the final year. The Credit Facility may be increased up to $800,000 with additional new lenders or an increase in commitments from current lenders. The Credit Facility contains certain customary affirmative and negative covenants and events of default. In addition, the Credit Facility contains certain financial covenants that among other things, requires the Company to maintain a minimum shareholder’s equity and a minimum asset coverage ratio. At December 31, 2022, outstanding USD equivalent borrowings under the Credit Facility totaled $393,000, composed of $293,000 of revolving credit and $100,000 of term loans.

The average annualized interest cost for all borrowings for the year ended December 31, 2022 and the year ended December 31, 2021 was 4.09% and 3.64%, respectively. These costs are exclusive of other credit facility expenses such as unused fees, agency fees and other prepaid expenses related to establishing and/or amending the Credit Facility, the SPV Credit Facility, the 2022 Unsecured Notes, the 2022 Tranche C Notes, the 2023 Unsecured Notes, the 2024 Unsecured Notes, the 2025 Unsecured Notes, the 2026 Unsecured Notes, the 2027 Unsecured Notes and the 2027 Series F Unsecured Notes (collectively the “Debt Instruments”), if any. The maximum amounts borrowed on the Debt Instruments during the year ended December 31, 2022 and the year ended December 31, 2021 were $1,164,200 and $902,550, respectively.

Note 8(a). Income Tax Information and Distributions to Stockholders

The tax character of distributions for the fiscal years ended December 31, 2022, 2021 and 2020 were as follows (1):


	2022				2021				2020
Ordinary income	$	50,113	59.2	%	$	41,221	59.5	%	$	48,795	70.4	%
Capital gains		—	0.0	%		—	0.0	%		—	0.0	%
Return of capital		27,099	32.0	%		28,087	40.5	%		20,513	29.6	%
Distribution recognized in subsequent year		7,481	8.8	%		—	0.0	%		—	0.0	%

Total distributions	$	84,693	100.0	%	$	69,308	100.0	%	$	69,308	100.0	%

As of December 31, 2022, 2021 and 2020 the total accumulated earnings (loss) on a tax basis were as follows (1):


	2022			2021			2020
Undistributed ordinary income	$	—		$	—		$	—
Undistributed long-term net capital gains		—			—			—

Total undistributed net earnings		—			—			—
Post-October capital losses		—			—			—
Capital loss carryforward		(127,348	) (2)		(68,857	)		(69,384	)
Other book/tax temporary differences		(53,223	)		2,332			2,168
Net unrealized appreciation		17,187			19,495			4,446

Total tax accumulated loss	$	(163,384	)	$	(47,030	)	$	(62,770	)

(1)	Tax information for the fiscal years ended December 31, 2022, 2021 and 2020 are/were estimates and are not final until the Company files its tax returns, typically in September or October each year.

(2)	Includes capital loss carryforward acquired from the Mergers which is subject to limitations under IRC Sections 381-384.

Table of Contents

SLR INVESTMENT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

December 31, 2022

(in thousands, except share amounts)

The Company recognizes in its consolidated financial statements the tax effect of a tax position when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. To the best of our knowledge, we did

not

have any uncertain tax positions that met the recognition or measurement criteria of ASC

740-10-25

nor

did we have any unrecognized tax benefits as of the periods presented herein. Although we file federal and state tax returns, our major tax jurisdiction is federal. Our tax returns for each of our federal tax years since 2019 remain subject to examination by the Internal Revenue Service and the state department of revenue. The capital loss carryforwards shown above do not expire.

Note 8(b). Other Tax Information (unaudited)

For the fiscal years ended December 31, 2022, 2021 and 2020, 0.00%, 0.32% and 0.10%, respectively, of the dividends paid during the year were eligible for qualified dividend income treatment and the dividends received deduction for corporate stockholders. For the fiscal years ended December 31, 2022, 2021, and 2020, 88.05%, 93.05% and 92.05%, respectively, of each of the distributions paid during the year represent interest-related dividends. For the fiscal years ended December 31, 2022, 2021 and 2020, none of the distributions represent short-term capital gains dividends.

Note 9. Financial Highlights

The following is a schedule of financial highlights for the respective years:


	Year ended December 31, 2022			Year ended December 31, 2021			Year ended December 31, 2020			Year ended December 31, 2019			Year ended December 31, 2018
Per Share Data: (a)
Net asset value, beginning of year	$	19.93		$	20.16		$	21.44		$	21.75		$	21.81

Net investment income		1.48			1.44			1.40			1.71			1.77
Net realized and unrealized loss		(1.13	)*		(0.03	)		(1.04	)		(0.38	)		(0.19	)

Net increase in net assets resulting from operations		0.35			1.41			0.36			1.33			1.58
Issuance of common stock in connection with the Mergers		(0.33	)		—			—			—			—
Anti-dilution		0.02			—			—			—			—
Distributions to stockholders (see note 8a):
From distributable earnings		(1.12	)		(0.98	)		(1.15	)		(1.55	)		(1.64	)
From return of capital		(0.52	)		(0.66	)		(0.49	)		(0.09	)		—

Net asset value, end of year	$	18.33		$	19.93		$	20.16		$	21.44		$	21.75

Per share market value, end of year	$	13.91		$	18.43		$	17.51		$	20.62		$	19.19
Total Return(b)		(16.09	%)		14.66	%		(5.72	%)		16.22	%		2.77	%
Net assets, end of year	$	999,731		$	842,281		$	852,023		$	905,880		$	919,171
Shares outstanding, end of year		54,555,380			42,260,826			42,260,826			42,260,826			42,260,826
Ratios to average net assets:
Net investment income		7.76	%		7.13	%		6.93	%		7.83	%		8.10	%

Operating expenses		5.60	%**		5.68	%		4.14	%		5.76	%		5.83	%
Interest and other credit facility expenses		4.68	%		3.50	%		3.18	%		3.13	%		2.67	%

Total expenses		10.28	%**		9.18	%		7.32	%		8.89	%		8.50	%

Average debt outstanding	$	994,578		$	703,670		$	556,104		$	561,249		$	508,445
Portfolio turnover ratio		27.4	%		29.9	%		26.0	%		24.1	%		39.3	%

(a)	Calculated using the average shares outstanding method, except for the issuance of common stock in connection with the Mergers, which reflects the actual amount per share for the applicable period.

(b)	Total return is based on the change in market price per share during the year and takes into account distributions, if any, reinvested in accordance with the dividend reinvestment plan. Total return does not include a sales load.

*	The amount shown may not correspond with the aggregate amount for the period as it includes the effect of the timing of the Mergers.

The ratio of operating expenses to average net assets and the ratio of total expenses to average net assets is shown net of the performance-based incentive fee waiver (see note 3). For the year ended December 31, 2022, the ratios of operating expenses to average net assets and total expenses to average net assets would be 5.75% and 10.43%, respectively, without the performance-based incentive fee waiver.

Table of Contents

SLR INVESTMENT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

December 31, 2022

(in thousands, except share amounts)

Note 10. SLR Credit Solutions

On December 28, 2012, we acquired an equity interest in Crystal Capital Financial Holdings LLC (“Crystal Financial”) for $275,000 in cash. Crystal Financial owned approximately 98% of the outstanding ownership interest in SLR Credit Solutions (“SLR Credit”), f/k/a Crystal Financial LLC. The remaining financial interest was held by various employees of SLR Credit, through their investment in Crystal Management LP. SLR Credit had a diversified portfolio of 23 loans having a total par value of approximately $400,000 at November 30, 2012 and a $275,000 committed revolving credit facility. On July 28, 2016, the Company purchased Crystal Management LP’s approximately 2% equity interest in SLR Credit for approximately $5,737. Upon the closing of this transaction, the Company holds 100% of the equity interest in SLR Credit. On September 30, 2016, Crystal Capital Financial Holdings LLC was dissolved. As of December 31, 2022, total commitments to the revolving credit facility are $285,000.

As of December 31, 2022 SLR Credit had 29 funded commitments to 25 different issuers with total funded loans of approximately $439,484 on total assets of $460,683. As of December 31, 2021 SLR Credit had 22 funded commitments to 19 different issuers with total funded loans of approximately $287,375 on total assets of $347,821. As of December 31, 2022 and December 31, 2021, the largest loan outstanding totaled $33,420 and $35,000, respectively. For the same periods, the average exposure per issuer was $17,579 and $15,125, respectively. SLR Credit’s credit facility, which is

non-recourse

to the Company, had approximately $224,325 and $100,742 of borrowings outstanding at December 31, 2022 and December 31, 2021, respectively. For the years ended December 31, 2022, 2021 and 2020 SLR Credit had net income of $7,521, $14,164 and $23,293, respectively, on gross income of $30,324, $33,993 and $45,315, respectively. Due to timing and

non-cash

items, there may be material differences between GAAP net income and cash available for distributions. SLR Credit’s consolidated financial statements for the fiscal years ended December 31, 2022 and December 31, 2021 are attached as an exhibit to this annual report on Form

-K.

116

Table of Contents

SLR INVESTMENT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

December 31, 2022

(in thousands, except share amounts)

Note 11. Commitments and Contingencies

Off-Balance

Sheet Arrangements

The Company had unfunded debt and equity commitments to various revolving and delayed-draw term loans as well as to SLR Credit and SLR Healthcare. The total amount of these unfunded commitments as of December 31, 2022 and December 31, 2021 is $323,663 and $226,733, respectively, comprised of the following:


	December 31, 2022		December 31, 2021
SLR Credit Solutions*	$	44,263	$	44,263
Outset Medical, Inc		35,084		—
Apeel Technology, Inc		32,786		—
CC SAG Holdings Corp. (Spectrum Automotive)		20,670		18,827
Human Interest, Inc		20,104		—
Glooko, Inc		17,868		25,091
World Insurance Associates, LLC		17,117		—
iCIMS, Inc		11,435		—
Spectrum Pharmaceuticals, Inc		8,771		—
Arcutis Biotherapeutics, Inc		8,356		43,470
Atria Wealth Solutions, Inc		8,215		3,746
Ardelyx, Inc		7,752		—
Luxury Asset Capital, LLC		7,500		—
RSC Acquisition, Inc		7,498		—
Cerapedics, Inc		6,735		—
Maurices, Incorporated		4,314		5,649
Kaseya, Inc		3,936		—
Vessco Midco Holdings, LLC		3,892		—
Copper River Seafoods, Inc		3,595		—
BDG Media, Inc		3,546		—
Meditrina, Inc		3,367		—
One Touch Direct, LLC		3,069		7,226
DeepIntent, Inc		3,049		—
Foundation Consumer Brands, LLC		3,009		2,269
SCP Eye Care, LLC		2,771		—
Basic Fun, Inc		2,675		1,935
Kid Distro Holdings, LLC		2,650		2,650
Plastics Management, LLC		2,424		—
Southern Orthodontic Partners Management, LLC		1,918		—
Pediatric Home Respiratory Services, LLC		1,805		—
Pinnacle Treatment Centers, Inc		1,745		1,414
Ultimate Baked Goods Midco LLC		1,636		801
Orthopedic Care Partners Management, LLC		1,620		—
Ivy Fertility Services, LLC		1,571		4,532
Composite Technology Acquisition Corp		1,537		—
NAC Holdings Corporation		1,479		4,765
SLR Healthcare ABL*		1,400		—
SPAR Marketing Force, Inc		1,338		—
RxSense Holdings LLC		1,250		—
Erie Construction Mid-west, LLC		1,248		—
Peter C. Foy & Associates Insurance Services, LLC		1,094		—
American Teleconferencing Services, Ltd		1,090		573
Montefiore Nyack Hospital		1,034		—
Enverus Holdings, Inc		1,004		—
SLR Equipment Finance		1,000		5,000
SunMed Group Holdings, LLC		843		828
GSM Acquisition Corp		784		—
Tilley Distribution, Inc		525		—
BayMark Health Services, Inc		391		—
High Street Buyer, Inc		327		—
TAUC Management, LLC		294		—
ENS Holdings III Corp, LLC		144		—
All State Ag Parts, LLC		135		—
BridgeBio Pharma, Inc		—		23,049
Inszone Mid, LLC		—		12,465
Rezolute, Inc		—		5,675
SOC Telemed, Inc		—		4,448
RQM+ Corp		—		3,818
MMIT Holdings, LLC		—		2,009
Neuronetics, Inc		—		2,230

Total Commitments	$	323,663	$	226,733

*	The Company controls the funding of the SLR Credit Solutions and SLR Healthcare ABL commitments and may cancel them at its discretion.

Table of Contents

SLR INVESTMENT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

December 31, 2022

(in thousands, except share amounts)

In addition to the above, please see SLR Senior Lending Program LLC herein where the Company has a remaining equity commitment of $40,500 in which the Company also controls such funding. The credit agreements of the above loan commitments contain customary lending provisions and/or are subject to the portfolio company’s achievement of certain milestones that allow relief to the Company from funding obligations for previously made commitments in instances where the underlying company experiences materially adverse events that affect the financial condition or business outlook for the company. Since these commitments may expire without being drawn upon, unfunded commitments do not necessarily represent future cash requirements or future earning assets for the Company. As of December 31, 2022 and December 31, 2021, the Company had sufficient cash available and/or liquid securities available to fund its commitments and had reviewed them for any

appropriate

fair value adjustment.

Note 12. SLR Equipment Finance

On July 31, 2017, we acquired a 100% equity interest in NEF Holdings, LLC, which conducts its business through its wholly-owned subsidiary Nations Equipment Finance, LLC. Effective February 25, 2021, Nations Equipment Finance, LLC and its related companies are doing business as SLR Equipment Finance (“SLR Equipment”). SLR Equipment is an independent equipment finance company that provides senior secured loans and leases primarily to U.S. based companies. We invested $209,866 in cash to effect the transaction, of which $145,000 was invested in the equity of SLR Equipment through our wholly-owned consolidated taxable subsidiary NEFCORP LLC and our wholly-owned consolidated subsidiary NEFPASS LLC and $64,866 was used to purchase certain leases and loans held by SLR Equipment through NEFPASS LLC. Concurrent with the transaction, SLR Equipment refinanced its existing senior secured credit facility into a $150,000

non-recourse

facility with an accordion feature to expand up to $250,000. In September 2019, SLR Equipment amended the facility, increasing commitments to $213,957 with an accordion feature to expand up to $313,957 and extended the maturity date of the facility to July 31, 2023.

As of December 31, 2022, SLR Equipment had 131 funded equipment-backed leases and loans to 59 different customers with a total net investment in leases and loans of approximately $190,830 on total assets of $241,813. As of December 31, 2021, SLR Equipment had 135 funded equipment-backed leases and loans to 61 different customers with a total net investment in leases and loans of approximately $210,986 on total assets of $264,007. As of December 31, 2022 and December 31, 2021, the largest position outstanding totaled $19,259 and $19,207, respectively. For the same periods, the average exposure per customer was $3,234 and $3,459, respectively. SLR Equipment’s credit facility, which is

non-recourse

to the Company, had approximately $114,977 and $118,002 of borrowings outstanding at December 31, 2022 and December 31, 2021, respectively. For the years ended December 31, 2022, 2021 and 2020, SLR Equipment had net losses of $2,867, $9,729 and $8,883, respectively on gross income of $20,380, $22,931 and $24,512, respectively. Due to timing and

non-cash

items, there may be material differences between GAAP net income and cash available for distributions. SLR Equipment’s consolidated financial statements for the fiscal years ended December 31, 2022 and

December

31, 2021

are

attached as an exhibit to this annual report on Form

10-K.

Note 13. Capital Share Transactions

As of December 31, 2022 and December 31, 2021, 200,000,000 shares of $0.01 par value capital stock were

authorized

Transactions in capital stock were as follows:


	Shares					Amount
	For the year ended December 31, 2022			For the year ended December 31, 2021		For the year ended December 31, 2022			For the year ended December 31, 2021
Shares issued in connection with the Mergers		12,511,825			—	$	226,839		$	—
Shares repurchased		(217,271	)		—		(3,038	)		—

Net increase		12,294,554			—	$	223,801		$	—

Table of Contents

SLR INVESTMENT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

December 31, 2021

(in thousands, except share amounts)

Note 14. Kingsbridge Holdings, LLC

mid-ticket

lessor of equipment primarily to U.S. investment grade companies. The Company invested $216,596 to effect the transaction, of which $136,596 was invested to acquire 87.5% of KBHT’s equity and $80,000 in KBH’s debt. The existing management team of KBH committed to continuing to lead KBH after the transaction. Following the transaction, the Company owns 87.5% of KBHT equity and the KBH management team owns the remaining 12.5% of KBHT’s equity.

As of December 31, 2022 and December 31, 2021, KBHT had total assets of $777,151 and $738,425, respectively. For the same periods, debt recourse to KBHT totaled $222,094 and $216,881, respectively, and

non-recourse

debt totaled $353,128 and $323,844, respectively. None of the debt is recourse to the Company. For the years ended December 31, 2022, December 31, 2021 and for the period November 3, 2020 through December 31, 2020, KBHT had net income of $13,287, $12,151 and $2,170, respectively, on gross income of $298,760, $245,889 and $43,618, respectively. Due to timing and

non-cash

items, there may be material differences between GAAP net income and cash available for distributions. As such, and subject to fluctuations in KBHT’s funded commitments, the timing of originations, and the repayments of financings, the Company cannot guarantee that KBHT will be able to maintain consistent dividend payments to us. KBHT’s consolidated financial statements for the fiscal years ended December 31, 2022 and December 31, 2021 are attached as an exhibit to this annual

report

on Form

Note 15. SLR Healthcare ABL

mid-sized

companies operating in the healthcare industry. SUNS initial investment in SLR Healthcare ABL was $32,839. The management team of SLR Healthcare

co-invested

Concurrent with the closing of the transaction, SLR Healthcare entered into a new, four-year,

non-recourse,

$100,000 credit facility with

non-affiliates,

which was expandable to $150,000 under its accordion feature. Effective March 31, 2014, the credit facility was expanded to $105,000 and again on June 27, 2014 to $110,000. On May 27, 2016, SLR Healthcare entered into a new $125,000 credit facility which replaced the previously existing facility. The new facility has similar terms as compared to the previous facility and includes an accordion feature increase to $200,000 and had a maturity date of May 27, 2020. On June 28, 2019, this $125,000 facility was amended, extending the maturity date to June 28, 2023.

SLR Healthcare currently manages a highly diverse portfolio of directly-originated and underwritten senior-secured commitments. As of December 31, 2022, the portfolio totaled approximately $242,106 of commitments with a total net investment in loans of $92,383 on total assets of $108,705. As of December 31, 2021, the portfolio totaled approximately $183,501 of commitments with a total net investment in loans of $81,604 on total assets of $91,275. At December 31, 2022, the portfolio consisted of 41 issuers with an average balance of approximately $2,253 versus 36 issuers with an average balance of approximately $2,267 at December 31, 2021. All of the commitments in SLR Healthcare’s portfolio are floating-rate, senior-secured,

cash-pay

loans. SLR Healthcare’s credit facility, which is

non-recourse

to us, had approximately $77,000 and $60,000 of borrowings outstanding at December 31, 2022 and December 31, 2021, respectively. For the years ended December 31, 2022, 2021 and 2020, SLR Healthcare had net income of $3,475, $662 and $4,289, respectively, on gross income of $11,593, $10,052 and $10,367, respectively. Due to timing and

non-cash

items, there may be material differences between GAAP net income and cash available for distributions. SLR Healthcare’s consolidated financial statements for the fiscal years ended December 31, 2022 and December 31, 2021 are attached as an exhibit to this annual report on Form

10-K.

Table of Contents

SLR INVESTMENT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

December 31, 2022

(in thousands, except share amounts)

Note 16. SLR Business Credit

small-to-medium-sized

businesses primarily in the manufacturing, services and distribution industries. SUNS invested approximately $51,000 to effect the transaction. Subsequently, SUNS contributed 1% of its equity interest in NMC to ESP SSC Corporation. Immediately thereafter, SUNS and ESP SSC Corporation contributed their equity interests to NorthMill LLC (“North Mill”). On May 1, 2018, North Mill merged with and into NMC, with NMC being the surviving company. SUNS and ESP SSC Corporation then owned 99% and 1% of the equity interests of NMC, respectively. The management team of NMC continues to lead NMC. On June 28, 2019, North Mill Holdco LLC (“NM Holdco”), a newly formed entity and ESP SSC Corporation acquired 100% of Summit Financial Resources, a Salt Lake City-based provider of asset-backed financing to small and

medium-sized

businesses. As part of this transaction, SUNS 99% interest in the equity of NMC was contributed to NM Holdco. This approximately $15,500 transaction was financed with borrowings on NMC’s credit facility. Effective February 25, 2021, NMC and its related companies are doing business as SLR Business Credit. On June 3, 2021, NMC acquired 100% of Fast Pay Partners LLC, a Los Angeles-based provider of asset-backed financing to digital media companies. The transaction purchase price of $66,671 was financed with equity from SUNS of $19,000 and borrowings on NMC’s credit facility of $47,671. SLRC acquired SLR Business Credit in connection with the Mergers on April 1, 2022.

SLR Business Credit currently manages a highly diverse portfolio of directly-originated and underwritten senior-secured commitments. As of December 31, 2022, the portfolio totaled approximately $603,432 of commitments, of which $286,006 were funded, on total assets of $332,247. As of December 31, 2021, the portfolio totaled approximately $513,869 of commitments, of which $248,652 were funded, on total assets of $290,794. At December 31, 2022, the portfolio consisted of 108 issuers with an average balance of approximately $2,648 versus 125 issuers with an average balance of approximately $1,989 at December 31, 2021. NMC has a senior credit facility with a bank lending group for $285,307

which expires on

November 13, 2025

. Borrowings are secured by substantially all of NMC’s assets. NMC’s credit facility, which is

non-recourse

to us, had

approximately $

214,425

and $

183,252

of borrowings outstanding at December 31, 2022 and December 31, 2021, respectively. For the years ended December 31, 2022, 2021 and 2020, SLR Business Credit had net income of $

3,941

, $

7,295

and $

4,512

, respectively, on gross income of $

29,433

, $

24,021

and $

19,715

, respectively. Due to timing and

non-cash

report

on Form

10-K.

Note 17. Merger with SUNS

On April 1, 2022, the Company completed its previously announced acquisition of SUNS. Pursuant to the Merger Agreement, Merger Sub was first merged with and into SUNS, with SUNS as the surviving corporation, and, immediately following the Merger, SUNS was then merged with and into the Company, with the Company as the surviving company. In accordance with the terms of the Merger Agreement, at the effective time of the Mergers, each outstanding share of SUNS’s common stock was converted into the right to receive 0.7796 shares of the Company’s common stock (with SUNS’s stockholders receiving cash in lieu of fractional shares of the Company’s common stock). As a result of the Mergers, the Company issued an aggregate of 12,511,825 shares of its common stock to former SUNS stockholders.

The Mergers are accounted for as an asset acquisition of SUNS by the Company in accordance with the asset acquisition method of accounting as detailed in ASC

805-50,

“non-qualifying”

assets (for example cash) and does not give rise to goodwill. The Company is the accounting survivor of the Mergers. The Mergers were considered a

tax-free

reorganization and the historical cost basis of the acquired SUNS investments are carried forward for tax purposes. Prior to the Mergers, SUNS was also managed by the Investment Adviser.

Table of Contents

SLR INVESTMENT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

December 31, 2022

(in thousands, except share amounts)

The following table summarizes the allocation of the purchase price to the assets acquired and liabilities assumed as a result of the Mergers:


Common stock issued by the Company (1)	$	227,602

Assets acquired:
Investments, at fair value	$	400,105
Cash		2,313
Other assets		4,662

Total assets acquired	$	407,080

Liabilities assumed:
Debt, at fair value	$	159,816
Other liabilities		2,573

Total liabilities assumed	$	162,389

Net assets acquired	$	244,691

Total purchase discount	$	(17,089	)

(1)	Based on the market price at closing of $18.13, adjusted for transaction costs.

Letter Agreement

On April 1, 2022, in connection with the consummation of the Mergers, the Company entered into a letter agreement (the “Letter Agreement”) pursuant to which the Investment Adviser voluntarily agreed to a permanent 25 basis point reduction of the annual base management fee rate payable by the Company to the Investment Adviser pursuant to the Advisory Agreement, resulting in an annual base management fee rate payable by the Company to the Investment Adviser of 1.50% on gross assets up to 200% of the Company’s total net assets. The Company retained the annual base management fee rate payable by the Company to the Investment Adviser of 1.00% on gross assets that exceed 200% of the Company’s total net assets.

Table of Contents

SLR INVESTMENT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

December 31, 2022

(in thousands, except share amounts)

Note 18. Stock Repurchase Program

On May 3, 2022, our Board authorized a program for the purpose of repurchasing up to $50,000 of our outstanding shares of common stock. Under the repurchase program, we may, but are not obligated to, repurchase shares of our outstanding common stock in the open market from time to time provided that we comply with our code of ethics and the guidelines specified in Rule

10b-18

of the 1934 Act, including certain price, market volume and timing constraints. In addition, any repurchases will be conducted in accordance with the 1940 Act. Unless amended or extended by our Board, we expect the repurchase program to be in place until the earlier of May 1, 2023 or until $50,000 of our outstanding shares of common stock have been repurchased. The timing and number of shares to be repurchased will depend on a number of factors, including market conditions. There are no assurances that we will engage in any repurchases beyond what is reported herein. During the fiscal year ended December 31, 2022, the Company repurchased 217,271 shares at an average price of approximately $13.98 per share, inclusive of commissions. The total dollar amount of shares repurchased was $3,038.

Note 19. SLR Senior Lending Program LLC

On October 12, 2022, the Company entered into an amended and restated limited liability company agreement with Sunstone Senior Credit L.P. (the “Investor”) to create a joint venture vehicle, SLR Senior Lending Program LLC (“SSLP”). SSLP is expected to invest primarily in senior secured cash flow loans. The Company and the Investor each have made initial equity commitments of $50,000, resulting in a total equity commitment of $100,000. Investment decisions and all material decisions in respect of SSLP must be approved by representatives of the Company and the Investor.

On December 1, 2022, SSLP commenced operations. On December 12, 2022, SSLP as servicer and SLR Senior Lending Program SPV LLC (“SSLP SPV”), a newly formed wholly owned subsidiary of SSLP, as borrower entered into a $100,000 senior secured revolving credit facility (the “SSLP Facility”) with Goldman Sachs Bank USA acting as administrative agent. The SSLP Facility is scheduled to mature on December 12, 2027. The SSLP Facility generally bears interest at a rate of SOFR plus 3.25%. SSLP and SSLP SPV, as applicable, have made certain customary representations and warranties, and are required to comply with various covenants, including leverage restrictions, reporting requirements and other customary requirements for similar credit facilities. The SSLP Facility also includes usual and customary events of default for credit facilities of this nature. There were no borrowings during the period December 12, 2022 to December 31, 2022. As of December 31, 2022 the Company and the Investor had contributed combined equity capital in the amount of $19,000. As of December 31, 2022, the Company and the Investors’ remaining commitments to SSLP totaled $40,500 and $40,500, respectively. The Company, along with the Investor, controls the funding of SSLP and SSLP may not call the unfunded commitments of the Company or the Investor without the approval of both the Company and the Investor.

As of December 31, 2022, SSLP had total assets of $19,105. SSLP’s portfolio consisted of floating rate senior secured loans to seven (7) different borrowers. For the period December 1, 2022 (commencement of operations) through December 31, 2022, SSLP invested $18,100 in seven (7) portfolio companies. Investments prepaid totaled $68 for the same period.

Table of Contents

SLR INVESTMENT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

December 31, 2022

(in thousands, except share amounts)

SSLP Portfolio as of December 31, 2022


Description	Industry		Spread Above Index (1)		Floor			Interest Rate (2)			Maturity Date		Par Amount		Cost		Fair Value (3)
Atria Wealth Solutions, Inc. (4)		Diversified Financial Services		S+600		1.00	%		10.84	%		2/29/24	$	2,494	$	2,494	$	2,494
BayMark Health Services, Inc. (4)		Health Care Providers & Services		L+500		1.00	%		9.73	%		6/11/27		2,992		2,992		2,992
ENS Holdings III Corp. & ES Opco USA LLC (4)		Trading Companies & Distributors		L+475		1.00	%		9.43	%		12/31/25		1,097		1,097		1,097
Foundation Consumer Brands, LLC (4)		Personal Products		L+550		1.00	%		10.15	%		2/12/27		2,963		2,963		2,963
High Street Buyer, Inc. (4)		Insurance		L+600		0.75	%		10.73	%		4/16/28		2,494		2,494		2,494
Ivy Fertility Services, LLC (4)		Health Care Providers & Services		L+625		1.00	%		10.39	%		2/25/26		3,000		3,000		3,030
Kid Distro Holdings, LLC (4)		Software		L+575		1.00	%		10.48	%		10/1/27		2,992		2,992		2,992

															$	18,032	$	18,062

(1)	Floating rate instruments accrue interest at a predetermined spread relative to an index, typically the LIBOR or SOFR. These instruments are typically subject to a LIBOR or SOFR floor.

(2)	Floating rate debt investments typically bear interest at a rate determined by reference to either the LIBOR (“L”) or SOFR (“S”), and which typically reset monthly, quarterly or semi-annually. For each debt investment we have provided the current interest rate in effect as of December 31, 2022.

(3)	Represents the fair value in accordance with ASC Topic 820. The determination of such fair value is not included in the Board’s valuation process described elsewhere herein.

(4)	The Company also holds this security on its Consolidated Statements of Assets and Liabilities.

Below is certain summarized financial information for SSLP as of December 31, 2022 and for the period December 1, 2022 (commencement of operations) through December 31, 2022:


	December 31, 2022
Selected Balance Sheet Information for SSLP:
Investments at fair value (cost $18,032)	$	18,062
Cash and other assets		1,043

Total assets	$	19,105

Debt outstanding	$	—
Interest payable and other credit facility related expenses		165
Accrued expenses and other payables		89

Total liabilities	$	254

Members’ equity	$	18,851

Total liabilities and members’ equity	$	19,105

Table of Contents

SLR INVESTMENT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

December 31, 2022

(in thousands, except share amounts)


	For the Period December 1, 2022 (commencement of operations) through December 31, 2022
Selected Income Statement Information for SSLP:
Interest income	$	152

Service fees*	$	4
Interest and other credit facility expenses		166
Organizational costs		73
Other general and administrative expenses		88

Total expenses		331

Net investment loss	$	(179	)

Realized gain on investments		—
Net change in unrealized gain on investments		30

Net realized and unrealized gain on investments		30

Net loss	$	(149	)

*	Service fees are included within the Company’s Consolidated Statements of Operations as other income.

Note 20. Subsequent Events

The Company has evaluated the need for disclosures and/or adjustments resulting from subsequent events through the date the consolidated financial statements were issued.

On January 10, 2023, the Board declared

a monthly distribution

of $0.136667 per share payable on February 2, 2023 to holders of record as of January 26, 2023.

On February 2, 2023, the Board declared

a monthly distribution of

$0.136667 per share payable on March 1, 2023 to holders of record as of February 16, 2023.

On February 28, 2023, the Board declared

a monthly distribution

of $0.136667 per share payable on April 4, 2023 to holders of record as of March 23, 2023.

Table of Contents

Item 9.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

None.

Item 9A.

Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

As of December 31, 2022 (the end of the period covered by this report), we, including our

Co-Chief

Executive Officers and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule

13a-15(e)

of the 1934 Act). Based on that evaluation, our management, including the

Co-Chief

Executive Officers and Chief Financial Officer, concluded that our disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed in our periodic SEC filings is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our

Co-Chief

Executive Officers and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of such possible controls and procedures.

(b) Management’s Report on Internal Control Over Financial Reporting

Management’s Report on Internal Control Over Financial Reporting, which appears in Item 8 of this

Form 10-K,

is incorporated by reference herein.

Our independent registered public accounting firm, KPMG LLP, has issued an attestation report on the Company’s internal control over financial reporting, which is set forth above under the heading “Report of Independent Registered Public Accounting Firm” in Item 8.

(d) Changes in Internal Controls Over Financial Reporting

Management has not identified any change in the Company’s internal control over financial reporting that occurred during the fourth fiscal quarter of 2022 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9B.

Other Information

None.

Item 9C.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not Applicable.

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PART III

Item 10.

Directors, Executive Officers and Corporate Governance

Information about Directors

Certain information with respect to each of the current directors is set forth below, including their names, ages, a brief description of their recent business experience, including present occupations and employment, certain directorships that each person holds, the year in which each person became a director of the Company, and a discussion of their particular experience, qualifications, attributes or skills that lead us to conclude that such individual should serve as a director of the Company, in light of the Company’s business and structure. There were no legal proceedings of the type described in Item 401(f) of Regulation

S-K

in the past 10 years against any of the directors or officers of the Company and none are currently pending. There is no arrangement or understanding between any of the Company’s directors or officers pursuant to which they were selected as directors or officers and the Company or any other person or entity.

Mr. Gross is an “interested person” of the Company as defined in the 1940 Act due to his position as

Co-Chief

Executive Officer and President of the Company and a managing member of SLR Capital Partners, LLC (“SLR Capital Partners”), the Company’s investment adviser. Mr. Spohler is an “interested person” of the Company as defined in the 1940 Act due to his position as

Co-Chief

Executive Officer and Chief Operating Officer of the Company and a managing member of SLR Capital Partners, the Company’s investment adviser. Each of Mr. Wachter, Mr. Hochberg and Mr. Potter is not an “interested person” of the Company as defined in the 1940 Act.


Name, Address and Age (1)	Position(s) Held with Company	Terms of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years	Other Directorships Held by Director or Nominee for Director During Past 5 Years (2)
Interested Director
Michael S. Gross, 61	Chairman of the Board of Directors, Co-Chief Executive Officer and President.	Class III Director since 2007; Term expires 2024.	Co-Chief Executive Officer of SLR Investment Corp. and SCP Private Credit Income BDC LLC since June 2019, Co-Chief Executive Officer of SLR HC BDC LLC since September 2020 and Co-Chief Executive Officer of SLR Private Credit BDC II LLC since April 2022; President of SLR Investment Corp. since November 2007, President of SCP Private Credit Income BDC LLC since June 2018, President of SLR HC BDC LLC since September 2020 and President of SLR Private Credit BDC II LLC since April 2022; sole Chief Executive Officer of SLR Investment Corp. from November 2007 to June 2019 and sole Chief Executive Officer of SCP Private Credit Income BDC LLC from June 2018 to June 2019. President of SLR Senior Investment Corp. from December 2010 to April 2022, sole Chief Executive Officer of SLR Senior Investment Corp. from December 2010 to June 2019 and Co-Chief Executive Officer of SLR Senior Investment Corp. from June 2019 to April 2022. Mr. Gross also currently serves as a managing member of SLR Capital Partners, LLC.	Chairman of the Board of Directors of SCP Private Credit Income BDC LLC since May 2018, Chairman of the Board of Directors of SLR HC BDC LLC since September 2020 and Chairman of the Board of Directors of SLR Private Credit BDC II LLC since April 2022; Previously served as the Chairman of the Board of Directors of SLR Senior Investment Corp. from December 2010 to April 2022; and Chairman of the Board of Directors of Global Ship Lease Inc.

Mr. Gross’ intimate knowledge of the business and operations of SLR Capital Partners, extensive familiarity with the financial industry and the investment management process in particular, and experience as a director of other public and private companies not only gives the board of directors valuable insight but also positions him well to continue to serve as the Chairman of our board of directors.

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Name, Address and Age (1)	Position(s) Held with Company	Terms of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years	Other Directorships Held by Director or Nominee for Director During Past 5 Years (2)
Interested Director
Bruce Spohler, 62	Co-Chief Executive Officer, Chief Operating Officer and Director	Class II Director since 2009; Term expires 2023.	Co-Chief Executive Officer of SLR Investment Corp. and of SCP Private Credit Income BDC LLC since June 2019, Co-Chief Executive Officer of SLR HC BDC LLC since September 2020 and Co-Chief Executive Officer of SLR Private Credit BDC II LLC since April 2022; Chief Operating Officer of SLR Investment Corp. since December 2007, Chief Operating Officer of SCP Private Credit Income BDC LLC since June 2018, Chief Operating Officer of SLR HC BDC LLC since September 2020 and Chief Operating Officer of SLR Private Credit BDC II LLC since April 2022. Chief Operating Officer of SLR Senior Investment Corp. from December 2010 to April 2022 and Co-Chief Executive Officer of SLR Senior Investment Corp. from June 2019 to April 2022. Mr. Spohler also currently serves as a managing member of SLR Capital Partners, LLC.	Director of SCP Private Credit Income BDC LLC since May 2018, director of SLR HC BDC LLC since September 2020 and director of SLR Private Credit BDC II LLC since April 2022. Previously served as a director of SLR Senior Investment Corp. December 2010 to April 2022.

Mr. Spohler’s depth of experience in managerial positions in investment management, leveraged finance and financial services, as well as his intimate knowledge of The Company’s business and operations, gives the board of directors valuable industry-specific knowledge and experience on these and other matters.

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Table of Contents


Name, Address and Age (1)	Position(s) Held with Company	Terms of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years	Other Directorships Held by Director or Nominee for Director During Past 5 Years (2)
Independent Director
Steven Hochberg, 61	Director	Class II Director since 2007; Term expires 2023.	Co-founder and co-general partner of Triatomic Capital G.P LLC since 2022. Operating Partner of Deerfield Management, a healthcare investment firm, since 2022. Partner of Deerfield Management from 2013 to 2021. Co-founder and manager of Ascent Biomedical Ventures, a venture capital firm focused on early stage investment and development of biomedical companies, since 2004.	Director of SCP Private Credit Income BDC LLC since May 2018, director of SLR HC BDC LLC since September 2020, and director of SLR Private Credit BDC II LLC since 2022. Since 2011, Mr. Hochberg had been the Chairman of the Board of Continuum Health Partners until its merger with Mount Sinai in 2013, where he is a vice chairman of Mount Sinai Health System, a non-profit healthcare integrated delivery system in New York City. Director of a number of private healthcare companies, and the Cardiovascular Research Foundation, an organization focused on advancing new technologies and education in the field of cardiovascular medicine. Previously served as a director of SLR Senior Investment Corp. from January 2011 to April 2022.

Mr. Hochberg’s varied experience in investing in medical technology companies provides the board of directors with particular knowledge of this field, and his role as chairman of other companies’ board of directors brings the perspective of a knowledgeable corporate leader.

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Table of Contents


Name, Address and Age (1)	Position(s) Held with Company	Terms of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years	Other Directorships Held by Director or Nominee for Director During Past 5 Years (2)
Independent Director
Leonard A. Potter, 61	Director	Class III Director since 2009; Term expires 2024.	President and Chief Investment Officer of Wildcat Capital Management, LLC, a registered investment adviser, since 2011; Co-founder and Senior Managing Director at Vida Ventures I and II, each a biotech venture fund, since 2017; Managing Director of Soros Private Equity at Soros Fund Management LLC from December 2002 through July 2009.	Director of SCP Private Credit Income BDC LLC since May 2018, director of SLR HC BDC LLC since September 2020, and director of SLR Private Credit BDC II LLC since April 2022. Director of Hilton Grand Vacations Inc. since 2017, director of SuRo Capital Corp., a publicly-traded BDC, since 2011 (currently lead independent director), and director of several private companies. Previously served as a director of SLR Senior Investment Corp. from January 2011 to April 2022.

Mr. Potter’s experience practicing as a corporate lawyer provides valuable insight to the board of directors on regulatory and risk management issues. In addition, his tenure in private equity and other investments and service as a director of both public and private companies provide industry-specific knowledge and experience to the board of directors.


Name, Address and Age (1)	Position(s) Held with Company	Terms of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years	Other Directorships Held by Director or Nominee for Director During Past 5 Years (2)
Independent Director
David S. Wachter, 59	Director	Class I Director since 2007; Term expires 2025.	Founding Partner and Managing Partner of W Capital Partners, a private equity fund manager, since 2001.	Director of SCP Private Credit Income BDC LLC since May 2018, director of SLR HC BDC LLC since September 2020, and director of SLR Private Credit BDC II LLC since April 2022. Previously served as a director of SLR Senior Investment Corp. from January 2011 to April 2022.

Mr. Wachter’s extensive knowledge of private equity and investment banking provides the board of directors with the valuable insight of an experienced financial manager.

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Table of Contents

(1)	The business address of the director nominees and other directors is c/o SLR Investment Corp., 500 Park Avenue, New York, New York 10022.

(2)

All of the Company’s directors also serve as directors of SCP Private Credit Income BDC LLC, SLR HC BDC LLC and SLR Private Credit BDC II LLC, which are investment companies that have each elected to be regulated as a business development company (“BDC”) and for which SLR Capital Partners serves as investment adviser. Mr. Potter also serves as a director of SuRo Capital Corp., which is a

closed-end

management investment company that has elected to be regulated as a BDC.

Information about Executive Officers Who Are Not Directors

The following information, as of December 31, 2022, pertains to our executive officers who are not directors of the Company.


Name, Address, and Age (1)	Position(s) Held with Company	Principal Occupation(s) During Past 5 Years
Richard L. Peteka, 61	Chief Financial Officer, Treasurer and Secretary	Chief Financial Officer, Treasurer and Secretary of the Company since May 2012, chief financial officer, treasurer and secretary of SCP Private Credit Income BDC LLC since June 2018, chief financial officer, treasurer and secretary of SLR HC BDC LLC since September 2020 and chief financial officer, treasurer and secretary of SLR Private Credit BDC II LLC since April 2022. Previously served as the chief financial officer, treasurer and secretary of SLR Senior Investment Corp. from May 2012 to April 2022. Mr. Peteka joined the Company from Apollo Investment Corporation, a publicly-traded BDC, where he served from 2004 to 2012 as the chief financial officer and treasurer.

Guy Talarico, 67	Chief Compliance Officer	Chief Compliance Officer of the Company since July 2008, chief compliance officer of SCP Private Credit Income BDC LLC since June 2018, chief compliance officer of SLR HC BDC LLC since September 2020, and chief compliance officer of SLR Private Credit BDC II LLC since April 2022. Mr. Talarico serves as managing director of ACA Group, LLC (successor to Foreside Consulting Services LLC, and ultimate successor to Alaric Compliance Services, LLC, which he founded in December 2005). Previously served as the chief compliance officer of SLR Senior Investment Corp. from December 2010 to April 2022. Mr. Talarico has served and continues to serve as chief compliance officer for other BDCs, funds, and/or investment advisers who are not affiliated with the SLR Capital Partners entities.

(1)	The business address of the executive officers is c/o SLR Investment Corp., 500 Park Avenue, New York, New York 10022.

Our common stock is listed on the NASDAQ Global Select Market under the symbol “SLRC.”

Audit Committee

The Audit Committee operates pursuant to a charter approved by our board of directors, a copy of which is available on our website at

http://www.slrinvestmentcorp.com.

The charter sets forth the responsibilities of the Audit Committee. The Audit Committee’s responsibilities include selecting the independent registered public accounting firm for the Company, reviewing with such independent registered public accounting firm the planning, scope and results of their audit of the Company’s financial statements,

pre-approving

the fees for services performed, reviewing with the independent registered public accounting firm the adequacy of internal control systems, reviewing the Company’s annual financial statements and periodic filings and receiving the

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Company’s audit reports and financial statements. The Audit Committee also establishes guidelines and makes recommendations to our board of directors regarding the valuation of our investments. The Audit Committee is responsible for aiding our board of directors in determining the fair value of debt and equity securities that are not publicly traded or for which current market values are not readily available. The board of directors and Audit Committee utilize the services of nationally recognized third-party valuation firms to help determine the fair value of these securities. The Audit Committee is currently composed of Messrs. Hochberg, Wachter and Potter, all of whom are considered independent under the rules of the NASDAQ Stock Market and are not “interested persons” of the Company as that term is defined in Section 2(a)(19) of the 1940 Act. Mr. Hochberg serves as Chairman of the Audit Committee. Our board of directors has determined that Mr. Hochberg is an “audit committee financial expert” as that term is defined under Item 407 of Regulation

S-K,

as promulgated under the 1934 Act. Mr. Hochberg meets the current independence and experience requirements of Rule

10A-3

of the 1934 Act.

Communication with the Board of Directors

Stockholders with questions about the Company are encouraged to contact the Company’s investor relations department. However, if stockholders believe that their questions have not been addressed, they may communicate with the Company’s board of directors by sending their communications to SLR Investment Corp., c/o Richard L. Peteka, Secretary, 500 Park Avenue, New York, New York 10022. All stockholder communications received in this manner will be delivered to one or more members of the board of directors.

Code of Ethics

The Company has adopted a code of ethics that applies to, among others, its senior officers, including its

Co-Chief

Executive Officers and its Chief Financial Officer, as well as every officer, director and employee of the Company. The Company’s code of ethics can be accessed via its website at

http://www.slrinvestmentcorp.com

. The Company intends to disclose amendments to or waivers from a required provision of the code of ethics on Form

8-K.

Nomination of Directors

There have been no material changes to the procedures by which stockholders may recommend nominees to our Board of Directors implemented since the filing of our Proxy Statement for our 2022 Annual Meeting of Stockholders.

Item 11.

Executive Compensation

Compensation of Executive Officers

None of our officers receives direct compensation from the Company. As a result, we do not engage any compensation consultants. Mr. Gross, our

Co-Chief

Executive Officer and President, and Mr. Spohler, our

Co-Chief

Executive Officer and Chief Operating Officer, through their ownership interest in SLR Capital Partners, our investment adviser, are entitled to a portion of any profits earned by SLR Capital Partners, which includes any fees payable by us to SLR Capital Partners under the terms of the Advisory Agreement, less expenses incurred by SLR Capital Partners in performing its services under the Advisory Agreement. Messrs. Gross and Spohler do not receive any additional compensation from SLR Capital Partners in connection with the management of our portfolio.

Mr. Richard Peteka, our Chief Financial Officer, Treasurer and Secretary and, through ACA Group, LLC, Guy Talarico, our Chief Compliance Officer, are paid by SLR Capital Management, our administrator, subject to reimbursement by us of an allocable portion of such compensation for services rendered by such persons to the Company. To the extent that SLR Capital Management outsources any of its functions, we will pay the fees associated with such functions on a direct basis without profit to SLR Capital Management.

Compensation of Directors

The following table sets forth the compensation of the Company’s directors, for the year ended December 31, 2022.


Name	Fees Earned or Paid in Cash (1)		Stock Awards (2)		All Other Compensation		Total
Interested Directors
Michael S. Gross		—		—		—		—
Bruce Spohler		—		—		—		—
Independent Directors
Steven Hochberg	$	145,000		—		—	$	145,000
David S. Wachter	$	140,000		—		—	$	140,000
Leonard A. Potter	$	140,000		—		—	$	140,000

(1)	For a discussion of the independent directors’ compensation, see below.

(2)

We do not maintain a stock or option plan,

non-equity

incentive plan or pension plan for our directors. However, our independent directors have the option to receive all or a portion of the directors’ fees to which they would otherwise be entitled in the form of shares of our common stock issued at a price per share equal to the greater of our then current net asset value per share or the market price at the time of payment. No shares were issued to any of our independent directors in lieu of cash during 2022.

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Our independent directors’ annual fee is $100,000. The independent directors also receive $2,500 ($1,500 if participating telephonically) plus reimbursement of reasonable

out-of-pocket

expenses incurred in connection with attending each board meeting and $1,000 plus reimbursement of reasonable

out-of-pocket

expenses incurred in connection with each committee meeting attended. In addition, the Chairman of the Audit Committee receives an annual fee of $7,500, the Chairman of the Nominating and Corporate Governance Committee receives an annual fee of $2,500 and the Chairman of the Compensation Committee receives an annual fee of $2,500. Further, we purchase directors’ and officers’ liability insurance on behalf of our directors and officers. In addition, no compensation was paid to directors who are interested persons of the Company as defined in the 1940 Act.

Compensation Committee

The Compensation Committee operates pursuant to a charter approved by our board of directors, a copy of which is available on our website at

http://www.slrinvestmentcorp.com.

The charter sets forth the responsibilities of the Compensation Committee. The Compensation Committee is responsible for reviewing and recommending for approval to our board of directors the Advisory Agreement and the Administration Agreement. In addition, although we do not directly compensate our executive officers currently, to the extent that we do so in the future, the Compensation Committee would also be responsible for reviewing and evaluating their compensation and making recommendations to the board of directors regarding their compensation. Lastly, the Compensation Committee would produce a report on our executive compensation practices and policies for inclusion in our proxy statement if required by applicable proxy rules and regulations and, if applicable, make recommendations to the board of directors with matters related to compensation generally. The Compensation Committee has the authority to engage compensation consultants and to delegate their duties and responsibilities to a member or to a subcommittee of the Compensation Committee. The members of the Compensation Committee are Messrs. Hochberg, Wachter and Potter, all of whom are considered independent under the rules of the NASDAQ Stock Market and are not “interested persons” of the Company as that term is defined in Section 2(a)(19) of the 1940 Act. Mr. Potter serves as Chairman of the Compensation Committee.

Compensation Committee Interlocks and Insider Participation

During fiscal year 2022 none of the Company’s executive officers served on the board of directors (or a compensation committee thereof or other board committee performing equivalent functions) of any entities that had one or more executive officers serve on the Compensation Committee of the Company or on the Board of Directors of the Company. No member of the Compensation Committee had any relationship requiring disclosure under any paragraph of Item 404 of Regulation

S-K.

Compensation Committee Report

Currently, none of our executive officers are compensated by the Company, and as such the Company is not required to produce a report on executive officer compensation for inclusion in our annual report on Form

10-K.

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth, as of February 24, 2023, the beneficial ownership of each current director, the nominees for directors, the Company’s executive officers, each person known to us to beneficially own 5% or more of the outstanding shares of our common stock, and the executive officers and directors as a group.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission (“SEC”) and includes voting or investment power with respect to the securities. Ownership information for those persons who beneficially own 5% or more of our shares of common stock is based upon reports filed by such persons with the SEC and other information obtained from such persons, if available.

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Unless otherwise indicated, the Company believes that each beneficial owner set forth in the table has voting and investment power and has the same address as the Company. Our address is 500 Park Avenue, New York, New York 10022.


Name and Address of Beneficial Owner	Number of Shares Owned Beneficially(1)			Percentage of Class(2)
Interested Directors
Michael S. Gross(3)(4)		3,548,685			6.5	%
Bruce Spohler(3)		3,329,487			6.1	%
Independent Directors
Steven Hochberg		22,000	*
Leonard A. Potter		14,872	*
David S. Wachter		53,494			0.1	%
Executive Officers
Richard L. Peteka		28,872			0.1	%
Guy Talarico		10,350	*
All executive officers and directors as a group (7 persons)		4,196,633			7.7	%
Thornburg Investment Management Inc.(5)		4,338,599			8.0	%

*	Represents less than one percent.

(1)

Beneficial ownership has been determined in accordance with Rule

13d-3

under the 1934 Act. Assumes no other purchases or sales of our common stock since the most recently available SEC filings. This assumption has been made under the rules and regulations of the SEC and does not reflect any knowledge that we have with respect to the present intent of the beneficial owners of our common stock listed in this table.

(2)	Based on a total of 54,554,634 shares of the Company’s common stock issued and outstanding as of February 24, 2023.

(3)

Includes 1,285,013 shares held by Solar Capital Investors, LLC and 715,000 shares held by Solar Capital Investors II, LLC, 355,107 shares held by Solar Senior Capital Investors, LLC and 77 shares held by SLR Capital Management, LLC, a portion of each which may be deemed to be indirectly beneficially owned by Michael S. Gross, by Bruce Spohler and a grantor retained annuity trust (“GRAT”) setup by and for Mr. Gross by virtue of their collective ownership interest therein. Also includes 455,930 shares held by Solar Capital Partners Employee Stock Plan LLC, which is controlled by SLR Capital Partners, LLC. Mr. Gross and Mr. Spohler may be deemed to beneficially own a portion of the shares held by Solar Capital Partners Employee Stock Plan LLC by virtue of their collective ownership interest in SLR Capital Partners, LLC. Each of Mr. Gross and Mr. Spohler disclaim beneficial ownership of any shares of our common stock directly held by Solar Capital Partners Employee Stock Plan LLC, Solar Capital Investors, LLC, Solar Capital Investors II, LLC, Solar Senior Capital Investors, LLC and SLR Capital Management, LLC, except to the extent of their respective pecuniary interest therein. Also includes 199,466 shares held in a trust of which Bruce Spohler became

co-trustee

in which he and certain members of his immediate family are beneficiaries (the “Spohler Trust”) and 243,021 shares held by a limited liability company in which he owns a pro rata interest (the “Spohler LLC”). Mr. Spohler disclaims beneficial ownership of the shares in the Spohler Trust and the Spohler LLC.

(4)

Includes 152,166 shares directly held by Michael S. Gross’ profit sharing plan (the “Profit Sharing Plan”). Mr. Gross may be deemed to directly beneficially own these shares as the sole participant in the Profit Sharing Plan. Also includes 117,617 shares held by certain trusts for the benefit of family members for which Mr. Gross serves as trustee (the “Family Trusts”). Mr. Gross may be deemed to directly beneficially own these shares by virtue of his control with respect to the Family Trusts, and disclaims beneficial ownership of the securities held by the Family Trusts except to the extent of his pecuniary interest therein.

(5)

Based upon information contained in the Schedule 13G filed February 13, 2023 by Thornburg Investment Management Inc. Such securities are held by certain investment vehicles controlled and/or managed by Thornburg Investment Management Inc. or its affiliates. The address for Thornburg Investment Management Inc. is 2300 North Ridgetop Road, Santa Fe, New Mexico 87506.

Set forth below is the dollar range of equity securities beneficially owned by each of our directors as of February 24, 2023. We are not part of a “family of investment companies,” as that term is defined in the 1940 Act.

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Name of Director	Dollar Range of Equity Securities Beneficially Owned(1)(2)
Interested Directors
Michael S. Gross	Over $	100,000
Bruce Spohler	Over $	100,000
Independent Directors
Steven Hochberg	Over $	100,000
Leonard A. Potter	Over $	100,000
David S. Wachter	Over $	100,000

(1)	The dollar ranges are: None, $1-$10,000, $10,001-$50,000, $50,001-$100,000, or Over $100,000.

(2)	The dollar range of equity securities beneficially owned in us is based on the closing price for our common stock of $14.73 on February 24, 2023 on the NASDAQ Global Select Market. Beneficial ownership has been determined in accordance with Rule 16a-1(a)(2) of the 1934 Act.

Item 13.

Certain Relationships and Related Transactions, and Director Independence

We have entered into the Advisory Agreement with SLR Capital Partners. Mr. Gross, our Chairman,

Co-Chief

Executive Officer and President, and Mr. Spohler, our

Co-Chief

Executive Officer, Chief Operating Officer and board member, are managing members and senior investment professionals of, and have financial and controlling interests in, SLR Capital Partners. In addition, Mr. Richard Peteka, our Chief Financial Officer, Treasurer and Secretary, serves as the Chief Financial Officer for SLR Capital Partners.

SLR Capital Partners and its affiliates may also manage other funds in the future that may have investment mandates that are similar, in whole and in part, with ours. For example, SLR Capital Partners presently serves as investment adviser to private funds and managed accounts as well as to SCP Private Credit Income BDC LLC, an unlisted BDC, which focuses on investing primarily in senior secured loans, including

non-traditional

asset-based loans and first lien loans, SLR HC BDC LLC, an unlisted BDC whose principal focus is to invest directly and indirectly in senior secured loans and other debt instruments typically to middle market companies within the healthcare industry, and SLR Private Credit BDC II LLC, an unlisted BDC whose principal focus is to investment in first lien senior secured floating rate loans primarily to upper middle market leveraged companies with EBITDA between approximately $25 million and $250 million that have significant free cash flow and are in

non-cyclical

industries in which the Investment Adviser has significant experience. In addition, Michael S. Gross, our Chairman and

Co-Chief

Executive Officer, Bruce Spohler, our

Co-Chief

side-by-side

Regulatory restrictions limit our ability to invest in any portfolio company in which any affiliate currently has an investment. The Company obtained its most recent exemptive order from the SEC on June 13, 2017 (the “Exemptive Order”). The Exemptive Order permits us to participate in negotiated

co-investment

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believe that it will be advantageous for us to

co-invest

with funds managed by SLR Capital Partners where such investment is consistent with the investment objectives, investment positions, investment policies, investment strategy, investment restrictions, regulatory requirements and other pertinent factors applicable to us.

We have entered into a license agreement with SLR Capital Partners, pursuant to which SLR Capital Partners has agreed to grant us a

non-exclusive,

royalty-free license to use the names “SLR” and “SOLAR”. In addition, pursuant to the terms of the Administration Agreement, SLR Capital Management provides us with the office facilities and administrative services necessary to conduct our

day-to-day

operations.

Board Consideration of the Investment Advisory and Management Agreement

Our board of directors determined at a meeting held on November 2, 2022 to approve the Advisory Agreement between the Company and SLR Capital Partners. In its consideration of the approval of the Advisory Agreement, the board of directors focused on information it had received relating to, among other things:

•

the nature, extent and quality of advisory and other services provided by SLR Capital Partners, including information about the investment performance of the Company relative to its stated objectives and in comparison to the performance of the Company’s peer group and relevant market indices, and concluded that such advisory and other services are satisfactory and the Company’s investment performance is reasonable;

•

the experience and qualifications of the personnel providing such advisory and other services, including information about the backgrounds of the investment personnel, the allocation of responsibilities among such personnel and the process by which investment decisions are made, and concluded that the investment personnel of SLR Capital Partners have extensive experience and are well qualified to provide advisory and other services to the Company;

•

the current fee structure, the existence of any fee waivers, and the Company’s anticipated expense ratios in relation to those of other investment companies having comparable investment policies and limitations, and concluded that the current fee structure is reasonable;

•

the advisory fees charged by SLR Capital Partners to the Company, to SCP Private Credit Income BDC LLC, to SLR HC BDC LLC, to SLR Private Credit BDC II LLC and comparative data regarding the advisory fees charged by other investment advisers to business development companies with similar investment objectives, and concluded that the advisory fees charged by SLR Capital Partners to the Company are reasonable;

•

the direct and indirect costs, including for personnel and office facilities, that are incurred by SLR Capital Partners and its affiliates in performing services for the Company and the basis of determining and allocating these costs, and concluded that the direct and indirect costs, including the allocation of such costs, are reasonable;

•

possible economies of scale arising from the Company’s size and/or anticipated growth, and the extent to which such economies of scale are reflected in the advisory fees charged by SLR Capital Partners to the Company, and concluded that some economies of scale may be possible in the future;

•

other possible benefits to SLR Capital Partners and its affiliates arising from their relationships with the Company, and concluded that all such other benefits were not material to SLR Capital Partners and its affiliates; and

•

possible alternative fee structures or bases for determining fees, and concluded that the Company’s current fee structure and bases for determining fees are satisfactory.

Based on the information reviewed and the discussions detailed above, the board of directors, including a majority of the directors who are not “interested persons” as defined in the 1940 Act, concluded that the fees payable to SLR Capital Partners pursuant to the Advisory Agreement were reasonable, and comparable to the fees paid by other management investment companies with similar investment objectives, in relation to the services to be provided. The board of directors did not assign relative weights to the above factors or the other factors considered by it. Individual members of the board of directors may have given different weights to different factors.

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Director Independence

In accordance with rules of the NASDAQ Stock Market, our board of directors annually determines each director’s independence. We do not consider a director independent unless the board of directors has determined that he has no material relationship with us. We monitor the relationships of our directors and officers through a questionnaire each director completes no less frequently than annually and updates periodically as information provided in the most recent questionnaire changes.

Our governance guidelines require any director who has previously been determined to be independent to inform the Chairman of the board of directors, the Chairman of the Nominating and Corporate Governance Committee and our Secretary of any change in circumstance that may cause his status as an independent director to change. The board of directors limits membership on the Audit Committee, the Nominating and Corporate Governance Committee and the Compensation Committee to independent directors.

In order to evaluate the materiality of any such relationship, the board of directors uses the definition of director independence set forth in the rules promulgated by the NASDAQ Stock Market. Rule 5605(a)(2) provides that a director of a BDC, shall be considered to be independent if he or she is not an “interested person” of such BDC, as defined in Section 2(a)(19) of the 1940 Act.

The board of directors has determined that each of the directors is independent and has no relationship with us, except as a director and stockholder, with the exception of Michael S. Gross, as a result of his positions as the

Co-Chief

Executive Officer and President of the Company and a Managing Member of SLR Capital Partners, and Bruce Spohler, as a result of his positions as the

Co-Chief

Executive Officer and Chief Operating Officer of the Company and a Managing Member of SLR Capital Partners.

Indemnification Agreements

We have entered into indemnification agreements with our directors. The indemnification agreements are intended to provide our directors the maximum indemnification permitted under Maryland law and the 1940 Act. Each indemnification agreement provides that SLR Capital shall indemnify the director who is a party to the agreement (an “Indemnitee”), including the advancement of legal expenses, if, by reason of his or her corporate status, the Indemnitee is, or is threatened to be, made a party to or a witness in any threatened, pending, or completed proceeding, to the maximum extent permitted by Maryland law and the 1940 Act.

Item 14.

Principal Accountant Fees and Services

KPMG LLP has advised us that neither the firm nor any present member or associate of it has any material financial interest, direct or indirect, in the Company or its affiliates.

Table below in thousands


	Fiscal Year Ended December 31, 2022		Fiscal Year Ended December 31, 2021
Audit Fees	$	828.1	$	689.6
Audit-Related Fees		—		—
Tax Fees		166.3		170.8
All Other Fees		20.0		55.0
Total Fees:	$	1,014.4	$	915.4

Audit Fees:

Audit fees consist of fees for professional services rendered for the audit of our

year-end

financial statements and quarterly reviews and services that are normally provided by KPMG LLP in connection with statutory and regulatory filings.

Audit-Related Fees:

Audit-related services consist of fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

Tax Services Fees:

Tax services fees consist of fees for professional tax services. These services also include assistance regarding federal, state, and local tax compliance.

All Other Fees:

Other fees would include fees for products and services other than the services reported above.

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Pre-Approval

Policy

The Audit Committee has established a

pre-approval

policy that describes the permitted audit, audit-related, tax and other services to be provided by KPMG LLP, the Company’s independent registered public accounting firm (“KPMG”). The policy requires that the Audit Committee

pre-approve

the audit and

non-audit

services performed by the independent auditor in order to assure that the provision of such service does not impair the auditor’s independence.

Any requests for audit, audit-related, tax and other services that have not received general

pre-approval

must be submitted to the Audit Committee for specific

pre-approval,

irrespective of the amount, and cannot commence until such approval has been granted. Normally,

pre-approval

is provided at regularly scheduled meetings of the Audit Committee. However, the Audit Committee may delegate

pre-approval

authority to one or more of its members. The member or members to whom such authority is delegated shall report any

pre-approval

decisions to the Audit Committee at its next scheduled meeting. The Audit Committee does not delegate its responsibilities to

pre-approve

services performed by the independent registered public accounting firm to management. During the fiscal year ended December 31, 2022, the Audit Committee

pre-approved

100% of the services described in this policy.

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PART IV

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		85
Report of Independent Registered Public Accounting Firm		86
Consolidated Statements of Assets and Liabilities as of December 31, 2022 and 2021		88
Consolidated Statements of Operations for the years ended December 31, 2022, 2021 and 2020		89
Consolidated Statements of Changes in Net Assets for the years ended December 31, 2022, 2021 and 2020		90
Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020		91
Consolidated Schedules of Investments as of December 31, 2022 and 2021		92
Notes to Consolidated Financial Statements		102

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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:


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(12)

3.1		Articles of Amendment and Restatement(1)

3.2		Articles of Amendment (11)

3.3		Second Amended and Restated Bylaws(12)

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(3)

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(19)

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(13)

10.3		Third Amended and Restated Investment Advisory and Management Agreement by and between the Registrant and SLR Capital Partners, LLC(7)

10.4		Form of Custodian Agreement(6)

10.5		Amended and Restated Administration Agreement by and between Registrant and SLR Capital Management, LLC(5)

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(11)

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(4)

10.10		Form of Subscription Agreement(4)

10.11		Form of Note Purchase Agreement by and between the Registrant and the lenders party thereto(9)

10.12		Form of First Supplement to Note Purchase Agreement by and between the Registrant and the lenders party thereto(9)

10.13		Form of Second Supplement to Note Purchase Agreement by and between the Registrant and the lenders party thereto(9)

10.14		Form of Third Supplement to Note Purchase Agreement by and between the Registrant and the lenders party thereto(9)

10.15		Form of Fifth Supplement to Note Purchase Agreement(14)

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(15)

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Exhibit Number		Description

10.17		Form of Loan and Servicing Agreement, dated as of August 26, 2011 (as amended through the Tenth Amendment dated as of December 29, 2021), by and among SLR Senior Investment Corp., as the servicer and the transferor, SUNS SPV LLC, as the borrower, 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(16)

10.18		Letter Agreement, dated as of April 1, 2022, between SLR Investment Corp. and SLR Capital Partners, LLC(17)

10.19		Credit Facility Assumption Agreement, dated as of April 1, 2022, by SLR Investment Corp.(17)

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(17)

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. (20)

14.1		Code of Ethics*

14.2		Code of Business Conduct(5)

21.1		Subsidiaries of SLR Investment Corp.*

23.1		Consent of Independent Registered Public Accounting Firm*

23.2		Consent of Independent Registered Public Accounting Firm*

23.3		Consent of Independent Registered Public Accounting Firm*

23.4		Consent of Independent Registered Public Accounting Firm*

23.5		Consent of Independent Registered Public Accounting Firm*

23.6		Consent of Independent Registered Public Accounting Firm*

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.*

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.*

99.1		Crystal Financial LLC (A Delaware Limited Liability Company) Consolidated Financial Statements for the years ended December 31, 2022 and December 31, 2021*

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Exhibit Number		Description

99.2		NEF Holdings, LLC and Subsidiaries (A Limited Liability Company) Consolidated Financial Statements for the years ended December 31, 2022 and December 31, 2021*

99.3		KBH Topco, LLC (A Delaware Limited Liability Company) Consolidated Financial Statements for the years ended December 31, 2022 and December 31, 2021*

99.4		Gemino Healthcare Finance, LLC and Subsidiary Consolidated Financial Statements years ended December 31, 2022 and December 31, 2021*

99.5		North Mill Holdco LLC and Subsidiaries Consolidated Financial Report years ended December 31, 2022 and December 31, 2021*

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.SCH*		Inline XBRL Taxonomy Extension Schema 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

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 registration statement on Form N-2 Post-Effective Amendment No. 6 (File No. 333-172968) filed on November 16, 2012.

(4)	Previously filed in connection with SLR Investment Corp.’s report on Form 8-K filed on November 29, 2010.

(5)	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.

(6)	Previously filed in connection with SLR Investment Corp.’s report on Form 10-K filed on February 25, 2014.

(7)	Previously filed in connection with SLR Investment Corp.’s report on Form 10-Q filed on August 6, 2018.

(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-K filed on February 20, 2020.

(10)	Previously filed in connection with SLR Investment Corp.’s report on Form 10-K filed on February 24, 2021.

(11)	Previously filed in connection with SLR Investment Corp.’s report on Form 8-K filed on February 25, 2021.

(12)	Previously filed in connection with SLR Investment Corp.’s report on Form 8-K filed on December 1, 2021.

(13)	Previously filed in connection with SLR Investment Corp.’s report on Form 8-K filed on January 3, 2022.

(14)	Previously filed in connection with SLR Investment Corp.’s report on Form 8-K filed on January 12, 2022.

(15)	Previously filed in connection with SLR Senior Investment Corp.’s report on Form 8-K (File No. 814-00849) filed on August 31, 2011.

(16)	Previously filed in connection with SLR Investment Corp.’s report on Form 10-Q filed on May 3, 2022.

(17)	Previously filed in connection with SLR Investment Corp.’s report on Form 8-K filed on April 1, 2022.

(18)	Previously filed in connection with SLR Senior Investment Corp.’s report on Form 10-Q (File No. 814-00849) filed on May 7, 2020.

(19)	Previously filed in connection with SLR Investment Corp.’s report on Form 10-K filed on March 1, 2022.

(20)	Previously filed in connection with SLR Investment Corp.’s report on Form 8-K filed on October 12, 2022.

*	Filed herewith.

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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, 2022 and December 31, 2021 are attached as Exhibit 99.1 hereto.

Consolidated Financial Statements for NEF Holdings, LLC’s (A Delaware Limited Liability Company) years ended December 31, 2022 and December 31, 2021 are attached as Exhibit 99.2 hereto.

Consolidated Financial Statements for KBH Topco LLC’s (A Delaware Limited Liability Company) years ended December 31, 2022 and December 31, 2021 are attached as Exhibit 99.3 hereto.

Consolidated Financial Statements for Gemino Healthcare Finance, LLC and Subsidiary year ended December 31, 2022 and December 31, 2021 are attached as Exhibit 99.4 hereto.

Consolidated Financial Statements for North Mill Holdco LLC year ended December 31, 2022 and December 31, 2021 are attached as Exhibit 99.5 hereto.

Item 16.

Form

10-K

Summary

None.

142

Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacity and on the dates indicated.


Date	Signature	Title

February 28, 2023	/s/ M ICHAEL S. G ROSS Michael S. Gross	Co-Chief Executive Officer, President, Chairman of the Board and Director (Principal Executive Officer)

February 28, 2023	/s/ B RUCE J. S POHLER Bruce J. Spohler	Co-Chief Executive Officer, Chief Operating Officer and Director (Principal Executive Officer)

February 28, 2023	/s/ S TEVEN H OCHBERG Steven Hochberg	Director

February 28, 2023	/s/ D AVID S. W ACHTER David S. Wachter	Director

February 28, 2023	/s/ L EONARD A. P OTTER Leonard A. Potter	Director

February 28, 2023	/s/ R ICHARD L. P ETEKA Richard L. Peteka	Chief Financial Officer (Principal Financial Officer) and Secretary

143

EX-14.1

Exhibit 14.1

Joint Code of Ethics and Insider Trading Policy

I.	INTRODUCTION

SLR Capital Partners, LLC (the “Adviser”) seeks to foster and maintain a reputation for honesty, integrity and professionalism. That reputation is a vital business asset. The confidence and trust placed in Adviser are highly valued and must be protected. Adviser has adopted this Code of Ethics (the “Code”) in accordance with Rules 204A-1 under the Investment Advisers Act of 1940 and Rule 17j-l under the Investment Company Act of 1940, as amended. The Code includes Adviser’s policy with respect to personal investment and trading and its insider trading policy and procedures. SLR Investment Corp., SCP Private Credit Income BDC LLC, SLR HC BDC LLC and SLR Private Credit BDC II LLC (collectively referred to as, the “BDC” or the “Company”) have similarly and jointly adopted this Code of Ethics. Thus, this Code of Ethics is applicable to all Access Persons (as defined below) of the Adviser and the Company (collectively “SLR Capital”).

II.

DEFINITIONS

A. Access Person. The term “Access Person” means (i) any Supervised Person who (1) has access to nonpublic information regarding a Client’s purchase or sale of securities; (2) has access to nonpublic information regarding the portfolio holdings of any Reportable Fund; and/or (3) is involved in making securities recommendations to Clients or who has access to such recommendations that are nonpublic and (ii) all of the directors, officers, employees, members or partners of SLR Capital. By way of example, Access Persons include portfolio management personnel and service representatives who communicate investment advice to Clients. Administrative, technical, and clerical personnel may also be Access Persons if their functions or duties provide them with access to nonpublic information.

B. Advisers Act. The term “Advisers Act” means the Investment Advisers Act of 1940, as amended.

C. Automatic Investment Plan. An “Automatic Investment Plan” is a program in which regular periodic purchases or withdrawals are made automatically in or from investment accounts according to a predetermined schedule and allocation. An Automatic Investment Plan includes a dividend reinvestment plan.

D. Beneficial Ownership Interest. You will be considered to have “Beneficial Ownership Interest” in a Security if: (i) you have a Pecuniary Interest in the Security; (ii) you have voting power with respect to the Security, meaning the power to vote or direct the voting of the Security; or (iii) you have the power to dispose, or direct the disposition of, the Security. If you have any question about whether an interest in a Security or an account constitutes Beneficial Ownership of that Security, you should contact the Chief Compliance Officer.

E. Chief Compliance Officer. The “Chief Compliance Officer” is the Access Person designated respectively by Adviser and BDC for each entity respectively as such, as identified in SLR Capital’s Compliance Policies and Procedures Manual.

F. Client. The term “Client” means any investment entity or account advised or managed or sub-advised by Adviser, including any pooled investment vehicle advised or sub-advised by Adviser.

G. Commission. The term “Commission” means the United States Securities and Exchange Commission.

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H. Compliance Officer. The term “Compliance Officer” shall mean an Access Person deemed by SLR Capital to be sufficiently experienced to perform senior-level compliance functions, and shall include the Chief Compliance Officer.

I. Disinterested Director. The term “Disinterested Director” means a director of the Company who is not an “interested person” of the Company within the meaning of Section 2(a)(19) of the Investment Company Act.

J. Exchange Act. The term “Exchange Act” means the Securities Exchange Act of 1934, as amended.

K. Federal Securities Laws. The term “Federal Securities Laws” means the Securities Act, the Exchange Act, the Sarbanes-Oxley Act of 2002, the Investment Company Act, the Advisers Act, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the Commission under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted under the Bank Secrecy Act by the Commission or the Department of the Treasury.

L. Fund. The term “Fund” means any pooled investment vehicle, whether registered, required to be registered, or exempt from registration as an “investment company” pursuant to the Investment Company Act.

M. Immediate Family. The term “Immediate Family” includes a Supervised Person’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and includes any adoptive relationship.

N. Broad-Based Securities. The term “Broad-Based Securities” means interests in exchange-traded funds or derivatives based on broad-based market indices, sectors, or industries. This term does not include custom exchange-traded funds or exchange-traded funds based on less than 5 companies.

O. Initial Public Offering. The term “Initial Public Offering” means an offering of securities registered under the Securities Act, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act.

P. Investment Company Act. The term “Investment Company Act” means the Investment Company Act of 1940, as amended.

Q. Limited Offering. The term “Limited Offering” means an offering, typically referred to as a “private placement”, that is exempt from registration under the Securities Act.

R. Non-Reportable Securities. The term “Non-Reportable Securities” means: (i) direct obligations of the U.S. Government; (ii) bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments (defined as any instrument that has a maturity at issuance of less than 366 days and that is rated in one of the two highest rating categories by a Nationally Recognized Statistical Rating Organization), including repurchase agreements; (iii) shares issued by money market funds; (iv) shares issued by open-end funds registered under the Investment Company Act, other than Reportable Funds; and (v) shares issued by unit investment trusts that are invested exclusively in one or more open end funds, none of which are Reportable Funds.

S. Partners. The term “Partners” refers to Michael Gross and Bruce Spohler.

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T. Pecuniary Interest. You will be considered to have a “Pecuniary Interest” in a Security if you, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, have the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the Security. The term “Pecuniary Interest” is construed very broadly. The following examples illustrate this principle: (i) ordinarily, you will be deemed to have a “Pecuniary Interest” in all Securities owned by members of your Immediate Family who share the same household with you; (ii) if you are a general partner of a general or limited partnership, you will be deemed to have a “Pecuniary Interest” in all Securities held by the partnership; (iii) if you are a shareholder of a corporation or similar business entity, you will be deemed to have a “Pecuniary Interest” in all Securities held by the corporation if you are a controlling shareholder or have or share investment control over the corporation’s investment portfolio; (iv) if you have the right to acquire equity Securities through the exercise or conversion of a derivative Security, you will be deemed to have a Pecuniary Interest in the Securities, whether or not your right is presently exercisable; (v) if you are the sole member or a manager of a limited liability company, you will be deemed to have a Pecuniary Interest in the Securities held by the limited liability company; and (vi) ordinarily, if you are a trustee or beneficiary of a trust, where either you or members of your Immediate Family have a vested interest in the principal or income of the trust, you will be deemed to have a Pecuniary Interest in all Securities held by that trust. If you have any question about whether an interest in a Security or an account constitutes a Pecuniary Interest, you should contact the Chief Compliance Officer.

U. Reportable Fund. The term “Reportable Fund” means (i) any Fund for which Adviser serves as investment adviser; or (ii) any Fund whose investment adviser or principal underwriter controls Adviser, is controlled by Adviser, or is under common control with Adviser. As used in this definition, the term control has the same meaning as it does in Section 2(a)(9) of the Investment Company Act.

V. Reportable Security. The term “Reportable Security” means all Securities other than Non-Reportable Securities. Reportable Securities include Broad-Based Securities, municipal securities and any other securities not specifically included in the definition of a Non-Reportable Security.

W. Restricted List. The “Restricted List” is a list maintained by the Chief Compliance Officer as specified by SLR Capital’s Insider Trading Policies and Procedures.

X. SEC. The term “SEC” means the U.S. Securities and Exchange Commission.

Y. Securities Act. The term “Securities Act” means the Securities Act of 1933, as amended.

Z. Security. The term “Security” has the same meaning as it has in section 202(a)(18) of the Advisers Act. For purposes of this Code, the following are Securities:

Any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a security, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any security.

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The following are not Securities:

Commodities, futures and options traded on a commodities exchange, including currency futures, except that (i) options on any group or index of Securities and (ii) futures on any group or narrow-based index of Securities are Securities.

You should note that “Security” includes a right to acquire a Security, as well as an interest in a collective investment vehicle (such as a limited partnership or limited liability company).

AA. Supervised Person. The term “Supervised Person” means (i) any partner, member, officer or director of SLR Capital, or other person occupying a similar status or performing similar function; (ii) any employee of SLR Capital; (iii) any U.S. consultant who has been contracted by SLR Capital for more than ninety (90) days; and (iv) any other person who provides advice on behalf of SLR Capital and is subject to SLR Capital’s supervision and control.

III.

ANTI-BRIBERY REQUIREMENTS

The Adviser is committed to complying with the laws and regulations designed to combat bribery and corruption (herein after referred to as “anti-bribery”) and to seeking and retaining business on the basis of merit, not through bribery or corruption.

It is the Adviser’s policy that:

•

Personnel may not provide anything of value to obtain or retain business or favored treatment from public officials; candidates for office; employees of state-owned enterprises; clients/customers, or suppliers; any agent of the aforementioned parties; or any other person with whom the Adviser does or anticipates doing business.

•

The prohibition against providing “anything of value” to obtain or retain business or favored treatment includes obvious improper payments, such as cash bribes or kickbacks, but also may include other direct or indirect benefits and advantages, such as gifts, meals, entertainment, charitable contributions, and offers of employment or internships that are inappropriate.

•

The prohibition extends not only to public officials, but also to corporate clients and other private parties.

•

The Adviser prohibits its personnel from requesting or accepting bribes and other improper financial advantages, as well as offering them.

The Adviser maintains written policies, procedures and internal controls reasonably designed to comply with anti-bribery laws (the “Anti-Bribery Program”). The Anti-Bribery Program includes a risk assessment process, education and training, review and approval processes, due diligence procedures, accounting processes and independent testing processes. The Adviser expects all of its agents and vendors to (i) maintain policies and procedures applicable to their circumstances and proportionate to the risks they face and (ii) to act at all times in a manner consistent with the Adviser’s anti-bribery policies.

Personnel who engage in or facilitate bribery, or who fail to comply with all applicate anti-bribery laws, regulations, and the Adviser’s anti-bribery and related policies, may be subject to disciplinary action. The Adviser reserves the right to terminate immediately any business relationship that violates the Adviser’s anti-bribery policies.

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The Adviser will conduct targeted email reviews, discussion of the policy will be conducted in code of ethics training. Any exceptions to the policy will be reported to Management.

IV.

PERSONAL INVESTMENT AND TRADING POLICY

General Statement

SLR Capital is committed to maintaining the highest standard of business conduct.

SLR Capital and its Supervised Persons must not act or behave in any manner or engage in any activity that (1) involves or creates even the suspicion or appearance of the misuse of material, nonpublic information by SLR Capital or any Supervised Person or (2) gives rise to, or appears to give rise to, any breach of fiduciary duty owed to any Client or investor.

In addition, the Federal Securities Laws require that investment advisers maintain a record of every transaction in any Security, with certain exceptions, as described below, in which any Access Person acquires or disposes of Beneficial Ownership where the Security is or was held in an account over which the Access Person has direct or indirect influence or control. Given the current size of its operations, SLR Capital has chosen to require reporting of transactions, as well as pre-approval of certain transactions, for all Supervised Persons (subject to the specific exceptions in the Code), rather than only Access Persons. Notwithstanding the foregoing, Disinterested Directors are not subject to the preclearance and reporting requirements of the Code. However, with respect to the Company’s securities Disinterested Directors must transact during the window periods and subsequently report the transaction detail to the Company on the day of the transaction.

SLR Capital has developed the following policies and procedures relating to personal trading in Securities and the reporting of such personal trading in Securities in order to ensure that each Supervised Person satisfies the requirements of this Code.

Requirements of this Code

1. Duty to Comply with Applicable Laws.

All Supervised Persons are required to comply with the Federal Securities Laws, the fiduciary duty owed by Adviser to its Clients, as applicable, and this Code.

2. Insider Trading Controls

All Supervised Persons are required to comply with the Insider Trading Policies and Procedures adopted by the Adviser and the BDC which appears as Appendix VII of this Code of Ethics and is incorporated herein by this reference.

3. Duty to Report Violations.

Each Supervised Person is required by law to promptly notify the Chief Compliance Officer or designee in the event he or she knows or has reason to believe that he or she or any other Supervised Person has violated any provision of this Code. If a Supervised Person knows or has reason to believe that the Chief Compliance Officer has violated any provision of this Code, the Supervised Person must promptly notify the Chief Financial Officer and is not required to notify the Chief Compliance Officer.

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SLR Capital is committed to fostering a culture of compliance. SLR Capital therefore urges you to contact the Chief Compliance Officer or designee if you have any questions regarding compliance. You will not be penalized and your status at SLR Capital will not be jeopardized by communicating with the Chief Compliance Officer. Reports of violations or a suspected violations also may be submitted anonymously to the Chief Compliance Officer or designee. Any retaliatory action taken against any person who in good faith reports a violation or a suspected violation of this Code is itself a violation of this Code and cause for appropriate corrective action, including dismissal.

4. Supervised Personnel to be Supplied Copies, and Furnish Acknowledgements of Receipt of the Code of Ethics and Any Amendments Thereof.

SLR Capital will provide all Supervised Persons with a copy of this Code and all subsequent amendments. By law, all Supervised Persons must in turn provide written acknowledgement to the Chief Compliance Officer or designee of their initial receipt and review of this Code, their annual review of this Code and their receipt and review of any subsequent amendments to this Code.

C. Restrictions on Supervised Persons Trading in Securities

1. Generally.

Purchases of Reportable Securities (other than Broad-Based Securities) by Supervised Persons and participation by Supervised Persons in an Initial Public Offering or Limited Offering require advance preclearance approval, in writing, by a Compliance Officer together with the specific approval of both Partners.

Sales of Reportable Securities (other than Broad-Based Securities) by Supervised Persons require advance preclearance approval, in writing, by a Compliance Officer together with the specific approval of both Partners.

All Supervised Person personal trading in Securities (other than Broad-Based Securities) is subject to the following further requirements and/or restrictions.

(a) Any transaction in a Security subject to the Restricted List of issuers maintained by SLR Capital is strictly prohibited.

(b) Any transaction in a Security which the Supervised Person knows or has reason to know is being purchased or sold, or is being considered for purchase or sale, by or on behalf of a Client is prohibited until the Client’s transaction has been completed or consideration of the transaction is abandoned. A Security is “being considered for purchase or sale” the earlier of (i) when a recommendation to purchase or sell has been made and communicated or (ii) the Security is placed on Adviser’s research project lists or, (iii) with respect to the Supervised Person making the recommendation, when the Supervised Person seriously considers making such a recommendation.

(c) No Supervised Person may engage in a transaction in a Security, which includes an interest in a Fund, if the Supervised Person’s transaction would otherwise disadvantage or appear to disadvantage a Client or if the Supervised Person would inappropriately profit from or appear to so profit from the transaction, whether or not at the expense of the Client. For the avoidance of doubt, this prohibition applies to any Security held, at the time of a personal transaction, in any Client account.

(d) Any transaction in a Security during the period which begins three days before and ends three days after any Client has traded in that Security is prohibited, unless approved by a Compliance Officer.

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(e) No matched purchases and sales, or sales and purchases, in the same Security within a thirty-day period may be transacted without the advance approval of a Compliance Officer. This is requirement is reviewed on a “first-in, first-out” basis. This means that a security that is already in someone’s portfolio may be sold within thirty-days of a purchase if certain shares of that security were in the portfolio prior to the thirty-day period.

(f) Personal account trading must be done on the Supervised Person’s own time without placing undue burden on SLR Capital’s time.

(g) No personal trades should be undertaken which are beyond the financial resources of the Supervised Person.

(h) For the avoidance of doubt:

(i) Supervised Person Transactions in Broad-Based Securities are subject to the reporting, but not the preclearance requirements of this Code.

(ii) Supervised Person Transactions in Reportable Securities other than Broad-Based Securities are subject to both the preclearance and the reporting requirements of this Code.

(iii) Supervised Person Transactions by Disinterested Directors are not subject to the preclearance and reporting requirements of this Code. However, with respect to the Company’s securities Disinterested Directors must transact during the window periods and subsequently report the transaction detail to the Company on the day of the transaction.

2. Accounts of Record

(a) You may not hold, and you may not permit any other person or entity to hold, on your behalf, any publicly traded Reportable Securities in which you have, or by reason of a Supervised Person Purchase Transaction (as hereinafter defined) will acquire, a Beneficial Ownership Interest, except through an “account of record” with the Adviser maintained with a bank or registered broker-dealer custodian (a “custodian”) or a registered investment adviser.

(b) You must provide written notice to a Compliance Officer of your opening of an account with a bank or broker-dealer custodian or an investment adviser through which you (or your investment adviser, acting on your behalf) have the ability to purchase or sell publicly traded Reportable Securities promptly after opening the account, and in any event before the first order for the purchase or sale of such Securities is placed through the account. A Compliance Officer will then ask you to complete and sign a written notice to the account custodian or investment adviser (the forms of which are attached as Appendix IV and Appendix V hereto) which discloses your affiliation with the Adviser and requests that duplicate hard copies of trade confirmations and periodic statements reflecting all holdings and transactions within the account be promptly and confidentially sent to the attention of the Chief Compliance Officer.¹ A Compliance Officer will review and, upon approval, transmit the notice to your account custodian or investment adviser.

In lieu of using the referenced Appendices requesting the forwarding of hard-copy confirmations and account statements, the Adviser will ordinarily ask, if feasible, that the account custodian agree to establish an automatic electronic feed of all account holding and transaction activity to the Adviser’s area of the Personal Trade Compliance Center (“PTCC”) online “cloud” system which the Adviser has licensed from Compliance Science, Inc.

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3. Transactions of Immediate Family Members.

There is a presumption that a Supervised Person can exert some measure of influence or control over accounts held by members of such person’s Immediate Family sharing the same household. Therefore, transactions by Immediate Family members sharing the same household are subject to the policies herein. A Supervised Person may rebut this presumption by presenting convincing evidence, in writing, to the Chief Compliance Officer and request an exemption to one or more policies herein. All exemptions must be approved by the Chief Compliance Officer, in writing.

4. The following are Exempt Transactions that do not require preclearance by a Compliance Officer:

(a) Any transaction in Securities in an account over which a Supervised Person does not have any direct or indirect influence or control (such as a fully discretionary managed account through a registered investment adviser). To rely upon this exemption, Supervised Persons must provide: (1) information about a trustee or third–party manager’s relationship to the Supervised Person (i.e., independent professional versus friend or relative; unaffiliated versus affiliated firm); (2) periodic certifications regarding the Supervised Persons’ influence or control over trusts or accounts (or obtain the certification from the third party manager or trustee when requested); and (3) when requested, reports on holdings and/or transactions made in the trust or discretionary account to identify transactions that would have been prohibited pursuant to the Code of Ethics, absent reliance on the reporting exemption.

(b) Purchases of Securities under Automatic Investment Plans (such as an employer-sponsored 401(k) plan).

(c) Purchases of Securities by exercise of rights issued to the holders of a class of Securities pro rata, to the extent they are issued with respect to Securities in which a Supervised Person has a Beneficial Ownership Interest.

(d) Acquisitions or dispositions of Securities as the result of a stock dividend, stock split, reverse stock split, merger, consolidation, spin-off or other similar corporate distribution or reorganization applicable to all holders of a class of Securities in which a Supervised Person has a Beneficial Ownership Interest.

(e) Such other specific or classes of transactions as may be exempted from time to time by the Chief Compliance Officer based upon a determination that the transactions are unlikely to violate Rule 204A-1 under the Advisers Act.

5. Supervised Person Transaction Preclearance and Execution Procedures

The following procedures shall govern all transactions in which a Supervised Person intends to sell (a “Supervised Person Sale Transaction”) or intends to acquire (a “Supervised Person Purchase Transaction”; together with “Supervised Person Sale Transaction”, a “Supervised Person Transaction”) a Beneficial Ownership Interest and which are subject to the requirement of securing advance preclearance approval, in writing, by a Compliance Officer.

(a) Preclearance.

Requests for preclearance of Supervised Person Transactions are to be delivered, confidentially and in writing (via the Adviser’s email network), to the attention of a Compliance Officer and both Partners. Responses on behalf of such Compliance Officer and both Partners will be conveyed, confidentially and in writing ordinarily via email, within two (2) business days regarding Supervised Person Transaction requests involving publicly traded Reportable Securities and five (5) business days regarding Transaction requests involving other Reportable Securities.

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(i) Supervised Person Purchase Transactions.

Preclearance of Supervised Person Purchase Transactions may be withheld for any reason, or no reason, in the sole discretion of the Chief Compliance Officer and both Partners.

(ii) Supervised Person Sale Transactions.

A Supervised Person Sale may be disapproved if it is determined by the Chief Compliance Officer and both Partners that the Supervised Person is unfairly benefiting from, or that the transaction is in conflict with, or appears to be in conflict with, any Client Transaction (as defined below), any of the above-described trading restrictions, or otherwise by this Code. The determination that a Supervised Person may unfairly benefit from, or that a Supervised Person Sale may conflict with or appears to be in conflict with, a Client Transaction will be subjective and individualized, and may include questions about the timely and adequate dissemination of information, availability of bids and offers, and other factors deemed pertinent for an individual Client transaction or series of transactions. It is possible that a disapproval of a Supervised Person Sale could be costly to a Supervised Person or members of a Supervised Person’s family; therefore, each Supervised Person should take great care to adhere to SLR Capital’s trading restrictions and avoid conflicts of interest or the appearance of conflicts of interest.

Any disapproval of a Supervised Person Sale Transaction shall be in writing. A Supervised Person may appeal any such disapproval by written notice to the Partners within two business days after receipt of notice of disapproval.

(b) Executions of Supervised Person Transactions.

(i) Transactions in Publicly Traded Reportable Securities.

Supervised Person Transactions in publicly traded Reportable Securities must, except upon the advance written approval of a Compliance Officer, be executed through an account of record with the Adviser in accordance with Section III.C.3(b).

(ii) Transactions in Other Reportable Securities.

Confirmation of Supervised Person Transactions in all other Reportable Securities must be promptly conveyed, confidentially and in writing, to the attention of the Chief Compliance Officer.

V.	REPORTING

A. Reports About Securities Holdings and Transactions

Supervised Persons (other than Disinterested Directors) must submit to the Chief Compliance Officer or designee periodic written reports about their Securities holdings, transactions, and accounts, and the Securities of other persons if the Supervised Person has a Beneficial Ownership Interest in such Securities and the accounts of other persons if the Supervised Person has direct or indirect influence or control over such accounts.² The obligation to submit these reports and the content of these reports are

²	In lieu of employing the referenced Appendices, Supervised Personnel will ordinarily perform required reporting by utilizing the PTCC online system which the Adviser has licensed from Compliance Science, Inc.

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governed by the Federal Securities Laws. The reports are intended to identify conflicts of interest that could arise when a Supervised Person invests in a Security or holds accounts that permit these investments, and to promote compliance with this Code. Adviser is sensitive to privacy concerns and will try not to disclose your reports to anyone unnecessarily. Report forms are attached.

Failure to file a timely, accurate, and complete report is a serious breach of Commission rules and this Code. If a Supervised Person is late in filing a report, or files a report that is misleading or incomplete, the Supervised Person may face sanctions including identification by name to the Chief Compliance Officer, withholding of salary or bonuses, or termination of employment.

1. Initial Disclosure Reports: Within ten days after you become a Supervised Person (other than Disinterested Directors), you must submit to the Chief Compliance Officer or designee a securities accounts report (a form of which is attached as Appendix II thereto) and private investments report (a form of which is attached as Appendix VI thereto) based on information that is current as of a date not more than 45 days prior to the date you become a Supervised Person.

(a) The Initial Report of Securities Accounts contains the following:

(i) The name/title and type of Security, and, as applicable, the exchange ticker symbol or CUSIP number, the number of equity shares and principal amount of each Reportable Security in which you had a Beneficial Ownership Interest. You may provide this information by referring to attached copies of broker transaction confirmations or account statements from the applicable record keepers that contain the information.

(ii) The name and address of any broker, dealer, or bank or other institution (such as a general partner of a limited partnership, or transfer agent of a company) that maintained any account holding any Securities in which you have a Beneficial Ownership Interest, and the account numbers and names of the persons for whom the accounts are held.

(iii) An executed statement (and a letter or other evidence) pursuant to which you have instructed each broker, dealer, bank, or other institution to provide duplicate account statements and confirmations of all Securities transactions, unless Adviser indicates that the information is otherwise available to it. The form of this statement is attached as Appendix IV (for personal accounts) and Appendix V (for related accounts) hereto.

(iv) The date you submitted the report.

(b) The Initial Report of Private Investments contains the following:

(i) A description of all private investments in which you have a Beneficial Ownership Interest, the principal amount of those private investments, the approximate dates of acquisition, and whether the private investments involve or are associated with companies that have publicly traded debt or equity.

(ii) The date you submitted the report.

2. Quarterly Transaction Report: Unless, as noted below, the Chief Compliance Officer already receives trade confirmations or account statements for all of your transactions in Reportable Securities, within 30 days after the end of each calendar quarter, you, as a Supervised Person (other than Disinterested Directors), must submit to the Chief Compliance Officer or designee a transaction report, a form of which is attached as Appendix III hereto, that contains:

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(a) With respect to any transaction during the quarter in any Reportable Security in which you had, or as a result of the transaction acquired, a Beneficial Ownership Interest:

(i) The date of the transaction, the name/title and as applicable, the exchange ticker symbol or CUSIP number, interest rate and maturity date, the number of equity shares of, or the principal amount of debt represented by, and principal amount of each Reportable Security involved;

(ii) The nature of the transaction, i.e., purchase, sale or other type of acquisition or disposition;

(iii) The price at which the transaction in the Reportable Security was effected;

(iv) The name of the broker, dealer, bank, or other institution with or through which the transaction was effected.

(b) The name and address of any broker, dealer, bank, or other institution, such as a general partner of a limited partnership, or transfer agent of a company, that maintained any account in which any Securities were held during the quarter in which you have a Beneficial Ownership Interest, the account numbers and names of the persons for whom the accounts were held, and the date when each account was established.

(c) An executed statement, and a letter or other evidence, pursuant to which you have instructed each broker, dealer, bank, or other institution that has established a new account over which you have direct or indirect influence or control during the past quarter to provide duplicate account statements and confirmations of all Securities transactions to SLR Capital, unless SLR Capital indicates that the information is otherwise available to it. The form of this statement is attached as Appendix IV and Appendix V hereto.

(d) The date that you submitted the report.

***You need not submit a quarterly transaction report to the Chief Compliance Officer or designee if it would duplicate information contained in trade confirmations or account statements already received by the Chief Compliance Officer or designee, provided that those trade confirmations or statements are received not later than 30 days after the close of the calendar quarter in which the transaction takes place. ***

3. Annual Employee Certification: You (other than Disinterested Directors) must, no later than February 15 of each year, submit to the Chief Compliance Officer or designee an Annual Employee Certification, that is current as of a date no earlier than December 31 of the prior calendar year (the “Annual Report Date”) and that contains:

(a) The name and address of any broker, dealer, investment advisor or bank or other institution, such as a general partner of a limited partnership, or transfer agent of a company, that maintained any account holding any Securities in which you have a Beneficial Ownership Interest on the Annual Report Date, the account numbers and names of the persons for whom the accounts are held, and the date when each account was established; this information may be provided through copies of statements of each such account.

(b) A description of any private investments in which you have a Beneficial Ownership Interest on the Annual Report Date, the principal amount of the investment, the approximate date of the acquisition, and whether the private investment involves or is associated with a company that has publicly trade debt or equity.

A-11

Exception to requirement to list transactions or holdings subject to IV.2 and IV.3(a) above: You are not required to submit (i) holdings or transactions reports for any account over which you had no direct or indirect influence or control (such as a fully discretionary managed account through a registered investment advisor) or (ii) transaction reports with respect to transactions effected pursuant to an Automatic Investment Plan, unless requested by SLR Capital. You must still identify the existence of the account in your list of accounts. Transactions that override preset schedules or allocations of an automatic investment plan or trades that are directed by you in a fully discretionary managed account, however, must be included in a quarterly transaction report.

In order to take advantage of part (i) of the exception (accounts over which you had no direct or indirect influence or control), Access Persons must provide:

•

Information about a trustee or third–party manager’s relationship to the Access Person (i.e., independent professional versus friend or relative; unaffiliated versus affiliated firm);

•

periodic certifications regarding the Access Persons’ influence or control over trusts or accounts (or obtain the certification from the third party manager or trustee when requested);

•

when requested, reports on holdings and/or transactions made in the trust or discretionary account to identify transactions that would have been prohibited pursuant to the Code of Ethics, absent reliance on the reporting exemption.

4. Please ask the Chief Compliance Officer if you have questions about the above-described disclosure and transaction reporting requirements.

B. Review of Reports and Other Documents

The Chief Compliance Officer or designee will review each report submitted by Supervised Persons, and each account statement or confirmation from institutions that maintain their accounts, as promptly as practicable. In any event all Initial Disclosure Reports will be reviewed within 20 business days of receipt, and the review of all timely-submitted Quarterly Transaction Reports will be completed by the end of the quarter in which received. As part of his or her review, the Chief Compliance Officer or his or her designee will confirm that all necessary pre-approvals have been obtained. To ensure adequate scrutiny, documents concerning a member of the Compliance Office will be reviewed by a different member of the Compliance Office, or if there is only one member of the Compliance Office, by the Chief Financial Officer.

A report documenting the above review and any exceptions noted will be prepared by the Chief Compliance Officer and circulated to the Partners within 60 days of the end of the quarter in which the reports were received.

Review of submitted holding and transaction reports will include not only an assessment of whether the Supervised Person followed all required procedures of this Code, such as preclearance, but may also: compare the personal trading to any restricted lists; assess whether the Supervised Person is trading for his or her own account in the same securities he or she is trading for Clients, and, if so, whether the Clients are receiving terms as favorable as the Supervised Person receives; periodically analyze the Supervised Person’s trading for patterns that may indicate abuse, including market timing; investigate any substantial

A-12

disparities between the quality of performance the Supervised Person achieves for his or her own account and that he or she achieves for Clients; and investigate any substantial disparities between the percentage of trades that are profitable when the Supervised Person trades for his or her own account and the percentage that are profitable when he or she places trades for Clients.

VI.

POLICY ON GIFTS

Gifts. A Supervised Person is prohibited from improperly using his or her position to obtain an item of value from any person or company that does business with SLR Capital. Supervised Persons must report to a Compliance Officer receipt of any gift greater than $300 in value from any person or company that does business with the Company. Unsolicited business entertainment, including meals or tickets to cultural and sporting events do not need to be reported if: a) they are not so frequent or of such high value as to raise a question of impropriety and b) the person providing the entertainment is present at the event.

Regardless of dollar value, Supervised Persons may not give a gift or provide entertainment that is inappropriate under the circumstances, or inconsistent with applicable law or regulations, to persons associated with securities or financial organizations, exchanges, member firms, commodity firms, news media, or Clients. Persons must obtain clearance from the either Partner and a Compliance Officer prior giving any gift greater than $300 in value to any person or company that does business with the Company.

Supervised Persons should not give or receive gifts or entertainment that would be embarrassing to themselves or to SLR Capital if made public.

VII.

COMPLIANCE

A. Certificate of Receipt

Supervised Persons are required to acknowledge receipt of the Compliance Manual and, therefore, your copy of this Code and that you have read and understood the Compliance Manual. A form for this purpose is attached to this Code as Appendix I.

B. Annual Certificate of Compliance

Supervised Persons are required to certify upon becoming a Supervised Person or the effective date of this Code, whichever occurs later, and annually thereafter, that you have read and understand this Code and recognize that you are subject to this Code. Each annual certificate will also state that you have complied with all of the requirements of this Code during the prior year.

C. Remedial Actions

If you violate this Code, including filing a late, inaccurate or incomplete holdings or transaction report, you will be subject to remedial actions, which may include, but are not limited to, any one or more of the following: (1) a warning; (2) disgorgement of profits; (3) imposition of a fine, which may be substantial; (4) demotion, which may be substantial; (5) suspension of employment, with or without pay; (6) termination of employment; or (7) referral to civil or governmental authorities for possible civil or criminal prosecution. If you are normally eligible for a discretionary bonus, any violation of the Code may also reduce or eliminate the discretionary portion of your bonus.

VIII.

RETENTION OF RECORDS

The Chief Compliance Officer will maintain, for a period of five years unless specified in further detail below, the records listed below. The records will be maintained at the Adviser’s principal place of business for at least two years and in an easily accessible, but secured, place for the entire five years.

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A. A record of the names of persons who are currently, or within the past five years were, Access Persons of Adviser.

B. The Annual Certificate of Compliance signed by all persons subject to this Code acknowledging receipt of copies of the Code and acknowledging they are subject to it and will comply with its terms. All Annual Certificates of each Supervised Person must be kept for five years after the individual ceases to be a Supervised Person.

C. A copy of each Code that has been in effect at any time during the five-year period.

D. A copy of each report made by a Supervised Person pursuant to this Code, including any broker trade confirmations or account statements that were submitted in lieu of the persons’ quarterly transaction reports.

E. A record of all known violations of the Code and of any actions taken as a result thereof, regardless of when the violations were committed.

F. A record of any decision, and the reasons supporting the decision, to approve the acquisition of securities by Supervised Persons, for at least five years after the end of the fiscal year in which the approval is granted.

G. A record of all reports made by the Chief Compliance Officer related to this Code.

IX.

NOTICES.

For purposes of this Code, all notices, reports, requests for clearance, questions, contacts, or other communications to the Chief Compliance Officer will be considered delivered if provided to the Chief Compliance Officer via the Adviser’s email network.

X.	REVIEW.

This Code will be reviewed by the Chief Compliance Officer on an annual basis to ensure that it is meeting its objectives, is functioning fairly and effectively, and is not unduly burdensome to Adviser or Supervised Persons. The Chief Compliance Officer shall issue a report, in writing, to the Board of Directors of the Company stating his or her findings and recommendations as a result of each such review on no less frequently than an annual basis.

Supervised Persons are encouraged to contact the Chief Compliance Officer with any comments, questions or suggestions regarding implementation or improvement of the Code.

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Appendix I

SLR CAPITAL ACKNOWLEDGMENT AND CERTIFICATION

COMPLIANCE POLICIES AND PROCEDURES MANUAL

I hereby certify to SLR Capital that:

(1) I have received and reviewed SLR Capital’s Compliance Policies and Procedures Manual (the “Compliance Manual”);

(2) To the extent I had questions regarding any policy or procedure contained in the Compliance Manual, I received satisfactory answers to those questions from appropriate SLR Capital personnel;

(3) I fully understand the policies and procedures contained in the Compliance Manual;

(4) I understand and acknowledge that I am subject to the Compliance Manual;

(5) I will comply with the policies and procedures contained in the Compliance Manual at all times during my association with SLR Capital, and agree that the Compliance Manual may, under certain circumstances, continue to apply to me subsequent to the termination of my association with SLR Capital.

(6) I understand and acknowledge that if I violate any provision of the Compliance Manual, I will be subject to remedial actions, which may include, but are not limited to, any one or more of the following: (a) a warning; (b) disgorgement of profits; (c) imposition of a fine, which may be substantial; (d) demotion, which may be substantial; (e) suspension of employment, with or without pay; (f) termination of employment; or (g) referral to civil or governmental authorities for possible civil or criminal prosecution. I further understand that, to the extent I would otherwise be eligible for a discretionary bonus, if I violate the Compliance Manual this may reduce or eliminate the discretionary portion of my bonus.



*Date:*
								*Signature*


								*Print Name*

I-1

Appendix II

SLR CAPITAL

INITIAL REPORT OF SECURITIES ACCOUNTS

In accordance with SLR Capital’s policies and procedures, please indicate whether you maintain securities accounts over which you have influence or control and/or in which any securities are held in which you have a Beneficial Ownership Interest¹ (“Securities Accounts”). Securities Accounts include accounts of any kind held at a broker, bank, investment advisor, or money manager.

I do maintain Securities Accounts.

I do not maintain Securities Accounts.

If you indicated above that you do maintain Securities Accounts, please (1) complete the Personal Trading Account and/or Related Trading Account letters of direction (enclosed), (2) provide the information in the following table (use additional paper if necessary), and (3) attach a copy of the most recent account statement listing holdings for each account identified below:

Account Name

Broker/Institution

Name

Account Number

Broker/Institution’s

Address

Is this account managed by a

3rd party (such as an

investment advisor) on a fully

discretionary basis in which

you do not direct any

transactions? (Yes/No)

I certify that this form is accurate and complete, and I have attached statements (if any) for all of my Securities Accounts.

You will be considered to have a “Beneficial Ownership Interest” in a Security if: (i) you have a Pecuniary Interest in the Security; (ii) you have voting power with respect to the Security, meaning the power to vote or direct the voting of the Security; or (iii) you have the power to dispose, or direct the disposition of, the Security. You will be considered to have a “Pecuniary Interest” in a security if you, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, have the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the security. The term “Pecuniary Interest” is construed very broadly. The following examples illustrate this principle: (i) ordinarily, you will be deemed to have a “Pecuniary Interest” in all Securities owned by members of your Immediate Family who share the same household with you; (ii) if you are a general partner of a general or limited partnership, you will be deemed to have a “Pecuniary Interest” in all Securities held by the partnership; (iii) if you are a shareholder of a corporation or similar business entity, you will be deemed to have a “Pecuniary Interest” in all Securities held by the corporation if you are a controlling shareholder or have or share investment control over the corporation’s investment portfolio; (iv) if you have the right to acquire equity Securities through the exercise or conversion of a derivative Security, you will be deemed to have a Pecuniary Interest in the Securities, whether or not your right is presently exercisable; (v) if you are the sole member or a manager of a limited liability company, you will be deemed to have a Pecuniary Interest in the Securities held by the limited liability company; and (vi) ordinarily, if you are a trustee or beneficiary of a trust, where either you or members of your Immediate Family have a vested interest in the principal or income of the trust, you will be deemed to have a Pecuniary Interest in all Securities held by that trust.

II-1

Appendix II




								*Signature*


		*Date:*						*Print Name*

II-2

Appendix III

SLR CAPITAL

QUARTERLY BROKERAGE ACCOUNT

AND NON-BROKER TRANSACTION REPORT

Notes:

1. Capitalized terms not defined in this report are defined in the Code of Ethics of SLR Capital (the “Code”).

2. You must cause each broker-dealer that maintains an account over which you have influence or control and holds Securities in which you have a Beneficial Ownership Interest to provide to the Chief Compliance Officer, on a timely basis, duplicate copies of confirmations of all transactions in the account and duplicate statements for the account and you must report to the Chief Compliance Officer, within 30 days of the end of each calendar quarter, all transactions effected without the use of a registered broker-dealer in Securities, other than transactions in Non-Reportable Securities.

The undersigned has requested that you receive duplicate statements and confirmations on his or her behalf from the following brokers:


Name	Broker	Account Number	Date	Date Account Opened

The following are Securities transactions that have not been reported and/or executed through a broker-dealer, i.e. during the previous calendar quarter.


Date	Buy/Sell	Security Name	Amount	Price	Broker/Issuer

By signing this document, I am certifying that I have caused duplicate confirmations and duplicate statements to be sent to the Chief Compliance Officer of SLR Capital for every brokerage account that trades in Securities.




		*Date:*						*Signature*

Transactions required to be reported. You should report every transaction in which you acquired or disposed of any Security in which you had a Pecuniary Interest during the calendar quarter. The term “Beneficial Ownership Interest” is the subject of a long history of opinions and releases issued by the Securities and Exchange Commission and generally means that you would receive the pecuniary benefits of owning a Security. The term includes, but is not limited to the following cases and any other examples in the Code:

III-1

Appendix III

(A)

Where the Security is held for your benefit by others, such as brokers, custodians, banks and pledgees;

(B)

Where the Security is held for the benefit of members of your Immediate Family sharing the same household;

(C)

Where Securities are held by a corporation, partnership, limited liability company, investment club or other entity in which you have an equity interest if you are a controlling equity holder, or you have or share investment control over the Securities held by the entity;

(D)

Where Securities are held in a trust for which you are a trustee and under which either you or any member of your Immediate Family have a vested interest in the principal or income; and

(E)

Where Securities are held in a trust for which you are the settlor, unless the consent of all of the beneficiaries is required in order for you to revoke the trust.

Notwithstanding the foregoing, the following transactions are not required to be reported:

(A)

Transactions in Securities which are direct obligations of the United States;

(B)

Transactions effected in any account over which you have no direct or indirect influence or control; or

(C)

Shares of registered open-end investment companies.

Security Name. State the name of the issuer and the class of the Security, e.g., common stock, preferred stock or designated issue of debt securities, including the interest rate, principal amount and maturity date, if applicable. In the case of the acquisition or disposition of a futures contract, put, call option or other right, referred to as “options,” state the title of the Security subject to the option and the expiration date of the option.

3.	Futures Transactions. Please remember that duplicates of all Confirmations, Purchase and Sale Reports, and month-end Statements must be sent to Adviser by your broker. Please double check to be sure this occurs if you report a future transaction.

4.	Transaction Date. In the case of a market transaction, state the trade date, not the settlement date.

5.	Nature of Transaction (Buy or Sale). State the character of the transaction, e.g., purchase or sale of Security, purchase or sale of option, or exercise of option.

Amount of Security Involved (No. of Shares). State the number of shares of stock, the face amount of debt Securities or other units of other Securities. For options, state the amount of Securities subject to the option. If your ownership interest was through a spouse, relative or other natural person or through a partnership, trust, other entity, state the entire amount of Securities involved in the transaction. In such cases, you may also indicate, if you wish, the extent of your interest in the transaction.

III-2

Appendix III

7.	Purchase or Sale Price. State the purchase or sale price per share or other unit, exclusive of brokerage commissions or other costs of execution. In the case of an option, state the price at which it is currently exercisable. No price need be reported for transactions not involving cash.

8.	Broker, Dealer or Bank Effecting Transaction. State the name of the broker, dealer or bank with or through whom the transaction was effected.

9.	Signature. Sign the form in the space provided.

10.

Filing of Report. This report should be filed NO LATER THAN 30 CALENDAR DAYS following the end of each calendar quarter.

III-3

Appendix IV

SLR CAPITAL

PERSONAL TRADING ACCOUNT

LETTER OF DIRECTION

To Whom This May Concern:

I, (print name), currently maintain an investment account with your institution, and hereby request that duplicate trade confirmations and monthly account statements be disseminated to my employer, SLR Capital, at the following address:

Attn: Chief Compliance Officer

SLR Capital

500 Park Avenue, 3^rd Floor

New York, NY 10022

If you should have any questions, please do not hesitate to contact me. Thank you for your cooperation.


Sincerely,

NAME:

DATE:

PHONE:

IV-1

Appendix V

SLR CAPITAL

RELATED TRADING ACCOUNT

LETTER OF DIRECTION

To Whom This May Concern:

I, (print your name), currently maintain an investment account with your institution. Due to my relationship with (print employee’s name), who is an employee of SLR Capital, I hereby request that duplicate trade confirmations and monthly account statements be disseminated to the following address:

Attn: Chief Compliance Officer

SLR Capital

500 Park Avenue, 3^rd Floor

New York, NY 10022

If you should have any questions, please do not hesitate to contact me. Thank you for your cooperation.


Sincerely,

NAME:

DATE:

PHONE:

V-1

Appendix VI

SLR CAPITAL

INITIAL REPORT OF PRIVATE INVESTMENTS

In accordance with SLR Capital policies and procedures, please indicate whether you maintain private investments over which you have influence or control and in which any private investments are held in which you have a Beneficial Ownership Interest.¹ The term private investment is typically defined as an intangible investment and is very broadly construed by SLR Capital. Examples of private investments may include equity in a business or company, a loan to a business or company, an investment in a hedge fund or limited partnership, or securities held in your home or in a safe deposit box. Examples of investments that generally are not considered private investments are your primary residence, vacation home, automobiles, artwork, jewelry, antiques, stamps, and coins.

I do maintain private investments.

I do not maintain private investments.

If you indicated above that you do maintain private investments, please provide the information in the following table (use additional paper if necessary):

Description of Private Investment

Value of Private

Investment

Approximate

Acquisition Date

Does the private investment
involve a company that has
publicly traded debt or equity?
(Yes/No)

I certify that this form and any attachments are accurate and complete and constitute all of my private investments.




		*Signature*

You will be considered to have a “Beneficial Ownership Interest” in an investment if: (i) you have a Pecuniary Interest in the investment; (ii) you have voting power with respect to the investment, meaning the power to vote or direct the voting of the investment; or (iii) you have the power to dispose, or direct the disposition of, the investment. You will be considered to have a “Pecuniary Interest” in an investment if you, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, have the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the investment. The term “Pecuniary Interest” is construed very broadly. The following examples illustrate this principle: (i) ordinarily, you will be deemed to have a “Pecuniary Interest” in all investments owned by members of your Immediate Family who share the same household with you; (ii) if you are a general partner of a general or limited partnership, you will be deemed to have a “Pecuniary Interest” in all investments held by the partnership; (iii) if you are a shareholder of a corporation or similar business entity, you will be deemed to have a “Pecuniary Interest” in all investments held by the corporation if you are a controlling shareholder or have or share investment control over the corporation’s investment portfolio; (iv) if you have the right to acquire equity security through the exercise or conversion of a derivative investment, you will be deemed to have a Pecuniary Interest in the investment, whether or not your right is presently exercisable; (v) if you are the sole member or a manager of a limited liability company, you will be deemed to have a Pecuniary Interest in the investments held by the limited liability company; and (vi) ordinarily, if you are a trustee or beneficiary of a trust, where either you or members of your Immediate Family have a vested interest in the principal or income of the trust, you will be deemed to have a Pecuniary Interest in all investments held by that trust.

VI-1

Appendix V




		*Date*						*Print Name*

VI-2

Appendix VII

INSIDER TRADING POLICIES AND PROCEDURES

I.	BACKGROUND

All personal securities trades are subject to these Insider Trading Policies and Procedures. However, compliance with the trading restrictions imposed by these procedures by no means assures full compliance with the prohibition on trading while in the possession of inside information, as defined in these procedures.

Insider trading — trading Securities while in possession of material, nonpublic information or improperly communicating such information to others — may expose a person to stringent penalties. Criminal sanctions may include a fine of up to $1,000,000 and/or ten years’ imprisonment. The Commission may recover the profits gained, or losses avoided, through insider trading, obtain a penalty of up to three times the illicit gain or avoided loss, and/or issue an order permanently barring any person engaging in insider trading from the securities industry. In addition, investors may sue seeking to recover damages for insider trading violations.

These Insider Trading Policies and Procedures are drafted broadly and will be applied and interpreted in a similar manner. Regardless of whether a federal inquiry occurs, SLR Capital views seriously any violation of these Insider Trading Policies and Procedures. Any violation constitutes grounds for disciplinary sanctions, including dismissal and/or referral to civil or governmental authorities for possible civil or criminal prosecution.

The law of insider trading is complex; a Supervised Person legitimately may be uncertain about the application of these Insider Trading Policies and Procedures in a particular circumstance. A question could forestall disciplinary action or complex legal problems. Supervised Persons should direct any questions relating to these Insider Trading Policies and Procedures to a Compliance Officer. A Supervised Person must also notify a Compliance Officer immediately if he or she knows or has reason to believe that a violation of these Insider Trading Policies and Procedures has occurred or is about to occur.

Any capitalized terms used but not defined in the Insider Trading Policies and Procedures shall have their respective meanings as defined in the Code of Ethics of SLR Capital.

II.

STATEMENT OF FIRM POLICY

A. At all times, the interests of SLR Capital’s Clients must prevail over the individual’s interest.

B. Buying or selling Securities in the public markets on the basis of material, nonpublic information is prohibited. Similarly, buying and selling securities in a private transaction on the basis of material, nonpublic information is prohibited, except in the limited circumstance in which the information is obtained in connection with a private transaction with an issuer of securities, in which case the private transaction itself is permitted. A prohibited transaction would include purchasing or selling (i) for a Supervised Person’s own account or one in which the Supervised Person has direct or indirect influence or control, (ii) for a Client’s account, or (iii) for Adviser’s inventory account. If any Supervised Person is uncertain as to whether information is “material” or “nonpublic,” he or she should consult the Chief Compliance Officer.

E. Disclosing material, nonpublic information to inappropriate personnel, whether or not for consideration, i.e., “tipping,” is prohibited. Material, nonpublic information must be disseminated on a “need to know basis” only to appropriate personnel. This would include any confidential discussions between the issuer and personnel of Adviser. The Chief Compliance Officer should be consulted should a question arise as to who is privy to material, nonpublic information.

VII-1

Appendix VII

F. Assisting anyone transacting business on the basis of material, nonpublic information through a third party is prohibited.

G. In view of the Gabelli & Co./GAMCO Investments, Inc. SEC proceeding, it is clear that when a portfolio manager is in a position, due to his official duties at an issuer, to have access to inside information on a relatively continuous basis, self-reporting procedures are not adequate to detect and prevent insider trading. Accordingly, neither Adviser nor an Adviser employee may trade in any securities issued by any company of which any Adviser employee is an employee or insider. All Supervised Persons must report to the Chief Compliance Officer or designee any affiliation or business relationship they may have with any issuer (a form of which is attached as Appendix A hereto.)

H. Supervised Persons should understand that if SLR Capital becomes aware of material, nonpublic information about the issuer of the underlying securities, even if the particular Supervised Person in question does not himself or herself have such knowledge, or enters into certain transactions for clients, SLR Capital will not bear any losses resulting in personal accounts through the implementation of these Insider Trading Policies and Procedures.

I. It is the Company’s policy that Supervised Persons may purchase or sell Company securities only during the “window period” that generally begins on the second business day after the Company publicly releases quarterly or annual financial results and extends until the 15th day of the last calendar month of the quarter in which the results are announced (or such shorter or longer time that may be designated by the Chief Executive Officer of the BDC (“CEO”) or the Chief Operating Officer of the BDC (“COO”) and the CCO). However, the ability of a Supervised Person to engage in transactions in Company securities during window periods is not automatic or absolute. Circumstances may prevent or delay or accelerate the opening of the window period or cause the window period to be shortened or lengthened. Further, no trades may be made even during a window period by an individual who possesses material, nonpublic information, other than in accordance with a previously approved Trading Plan.

Notwithstanding the foregoing, Supervised Persons may also purchase or sell Company securities pursuant to a Trading Plan. As used herein, the term “Trading Plan” shall mean a prearranged trading plan adopted in accordance with and meeting all of the requirements of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended, that has been approved by the Company’s Chief Compliance Officer. A Trading Plan may only be entered into, modified or terminated (i) prior to expiration by Supervised Persons at a time they would otherwise be permitted to purchase or sell Company securities, and (ii) with the prior approval of the Company’s Chief Compliance Officer. Each Supervised Person shall be responsible for ensuring compliance with the requirements of Rule 10b5-1(c) with respect to any Trading Plan they may enter into, modify or terminate prior to expiration, notwithstanding the prior approval thereof by the Company’s Chief Compliance Officer.

In addition, the Adviser may, subject to regulatory restrictions, award Restricted Stock Units (“RSUs”) representing discretionary bonuses as part of an employee deferred compensation plan (the “award”) during a closed window period provided that (1) the Adviser, the CEO and the COO are not in possession of material non-public information (“MNPI”); (2) the award does not require a purchase of Company securities on the open market but instead represents a transfer or potential transfer of Company securities then held by the Adviser; and (3) the CCO approves the award in advance. To the extent an award represents non-discretionary compensation, the RSUs may only be awarded in open window periods at a time when the Adviser, the CEO and the COO are not in possession of MNPI.

VII-2

Appendix VII

H. The following reviews principles important to these Insider Trading Policies and Procedures:

1. What is “Material” Information?

Information is “material” when there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions. Generally, information is material if its disclosure will have a substantial effect on the price of a company’s Securities. No simple “bright line” test exists to determine whether information is material; assessments of materiality involve highly fact-specific inquiries. However, if the information you have received is or could be a factor in your trading decision, you must assume that the information is material. Supervised Persons should direct any questions regarding the materiality of information to the Chief Compliance Officer or designee.

Material information often relates to a company’s results and operations, including, for example, dividend changes, earnings results, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidation problems, and extraordinary management developments. Material information may also relate to the market for a Security. Information about a significant order to purchase or sell Securities, in some contexts, may be deemed material; similarly, prepublication information regarding reports in the financial press may also be deemed material.

2. What is “Nonpublic” Information?

Information is “nonpublic” until it has been disseminated broadly to investors in the marketplace. Tangible evidence of this dissemination is the best indication that the information is public. For example, information is public after it has become available to the general public through a public filing with the Commission or some other government agency, or available to the Dow Jones “tape” or The Wall Street Journal or some other general circulation publication, and after sufficient time has passed so that the information has been disseminated widely. If you believe that you have information concerning an issuer which gives you an advantage over other investors, the information is, in all likelihood, non-public.

3. Identifying Inside Information.

Before executing any trade for oneself or others, including Clients, a Supervised Person must determine whether he or she has access to material, nonpublic information. If a Supervised Person believes he or she might have access to material, nonpublic information, he or she should:

a. Immediately alert the Chief Compliance Officer or designee, so that the applicable Security is placed on the Restricted List.

b. Not purchase or sell the Securities on his or her behalf or for others, including Clients (except in the limited circumstance in which the information is obtained in connection with a private transaction with an issuer of securities, in which case the private transaction itself is permitted).

c. Not communicate the information inside or outside of Adviser, other than to the Chief Compliance Officer or designee (or, in the limited circumstance of a private transaction with an issuer of securities, to Supervised Persons within Adviser involved in the transaction with a need to know the information).

The Chief Compliance Officer will review the issue, determine whether the information is material and nonpublic, and, if so, what action Adviser should take.

VII-3

Appendix VII

4. Contacts With Public Companies.

Contacts with public companies may represent part of Adviser’s research efforts and Adviser may make investment decisions on the basis of its conclusions formed through these contacts and analysis of publicly available information. Difficult legal issues may arise, however, when a Supervised Person, in the course of these contacts, becomes aware of material, nonpublic information. For example, a company’s Chief Financial Officer could prematurely disclose quarterly results, or an investor relations representative could make a selective disclosure of adverse news to certain investors. In these situations, Adviser must make a judgment about its further conduct. To protect oneself, Clients, and Adviser, a Supervised Person should immediately contact the Chief Compliance Officer if he or she believes he or she may have received material, nonpublic information.

5. Tender Offers.

Tender offers represent a particular concern in the law of insider trading for two reasons. First, tender offer activity often produces extraordinary movement in the price of the target company’s securities. Trading during this time is more likely to attract regulatory attention, and produces a disproportionate percentage of insider trading cases. Second, the Commission has adopted a rule expressly forbidding trading and “tipping” while in possession of material, nonpublic information regarding a tender offer received from the company making the tender offer, the target company, or anyone acting on behalf of either. Supervised Persons must exercise particular caution any time they become aware of nonpublic information relating to a tender offer.

III.

INSIDER TRADING PROCEDURES APPLICABLE TO ALL SUPERVISED PERSONS

The following procedures have been established to aid Supervised Persons in avoiding insider trading, and to aid Adviser in preventing, detecting and imposing sanctions against insider trading. Every Supervised Person must follow these procedures or risk serious sanctions, including dismissal, substantial personal liability and criminal penalties. If a Supervised Person has any questions about these procedures, he or she should consult the Chief Compliance Officer or designee.

A. Responsibilities of Supervised Persons.

All Supervised Persons must make a diligent effort to ensure that a violation of these Insider Trading Policies and Procedures does not either intentionally or inadvertently occur. In this regard, all Supervised Persons (other than Disinterested Directors) are responsible for:

(a) Reading, understanding and consenting to comply with these Insider Trading Policies and Procedures. Supervised Persons will be required to sign an acknowledgment that they have read and understood the Compliance Manual and therefore their responsibilities under the Code;

(b) Ensuring that no trading occurs for their account, for any account over which they have direct or indirect influence or control or for any Client’s account in Securities included on the Restricted List, or as to which they possess material, nonpublic information, regardless of the Securities being included on the Restricted List (except in the limited circumstance in which the information is obtained in connection with a private transaction with an issuer of securities, in which case the private transaction itself is permitted);

(c) Not disclosing inside information obtained from any source whatsoever to inappropriate persons. Disclosure to family, friends or acquaintances will be grounds for immediate termination and/or referral to civil or governmental authorities for possible civil or criminal prosecution;

VII-4

Appendix VII

(d) Consulting the Chief Compliance Officer or designee when questions arise regarding insider trading or when potential violations of these Insider Trading Policies and Procedures are suspected;

(e) Ensuring that Adviser receives copies of confirmations and statements from both internal and external brokerage firms for accounts of Supervised Persons and members of the Immediate Family of such Supervised Persons sharing the same household;

(f) Advising the Chief Compliance Officer or designee of all outside business activities, directorships, or ownership of over 5% of the shares of a public company. No Supervised Person may engage in any outside business activities as employee, proprietor, partner, consultant, trustee officer or director without prior written consent of the Chief Compliance Officer, or a designee of the Chief Compliance Officer (a form of which is attached as Appendix A hereto); and

(g) Being aware of, and monitoring, any Clients who are shareholders, directors, and/or senior officers of public companies. Any unusual activity including a purchase or sale of restricted stock must be brought to the attention of the Chief Compliance Officer or designee.

B. Security.

In order to prevent accidental dissemination of material, nonpublic information, personnel must adhere to the following guidelines:

Inform management when unauthorized personnel enter the premises. Lock doors at all times in areas that have confidential and secure files. Refrain from discussing sensitive information in public areas.

Refrain from leaving confidential information on message devices. Maintain control of sensitive documents, including handouts and copies, intended for internal dissemination only.

Ensure that faxes and e-mail messages containing sensitive information are properly sent, and confirm that the recipient has received the intended message.

Do not allow passwords to be given to unauthorized personnel.

IV.

SUPERVISORY PROCEDURES

Supervisory procedures can be divided into two classifications — prevention of insider trading and detection of insider trading.

A. Prevention of Insider Trading

To prevent insider trading, the Chief Compliance Officer or designee should:

1. Maintain a Restricted List which includes the name of any company, whether or not a client of Adviser, as to which one or more individuals at Adviser has a fiduciary relationship or may have material information which has not been publicly disclosed. The Restricted List is maintained by the Chief Compliance Officer and his or her designees. The Chief Compliance Officer or such other Compliance Officer as may be designated shall be responsible for: (i) determining whether any particular securities should be included on the Restricted List; (ii) determining when Securities should be removed from the Restricted List; and (iii) ensuring that Securities are timely added to and removed from the Restricted List, as appropriate, no less frequently than on a quarterly basis.

VII-5

Appendix VII

2. Answer questions regarding SLR Capital’s policies and procedures;

3. Resolve issues of whether information received by an officer, director or employee of SLR Capital constitutes Inside Information and determine what action, if any, should be taken;

4. Review these Insider Trading Policies and Procedures on a regular basis and update them as necessary;

5. When it has been determined that a Supervised Person has Inside Information:

(a)

Implement measures to prevent dissemination of such information other than to appropriate Supervised Persons on a “need to know” basis, and

(b)

Not permit any SLR Capital employee to execute any transaction in any securities of the issuer in question (except in the limited circumstance in which the information is obtained in connection with a private transaction with an issuer of securities, in which case the private transaction itself is permitted);

Implement a program of periodic “reminder” notices regarding insider trading;

Confirm with each trader no less frequently than quarterly whether there are any issuers for whom Adviser has Inside Information; and

Compile and maintain the Restricted List of securities in which no Supervised Person may trade because Adviser as an entity is deemed to have Inside Information concerning the issuers of such securities and determine when to remove securities from the Restricted List.

B. Detection of Insider Trading

To detect insider trading, the Chief Compliance Officer or designee should:

1. Review daily confirmations and quarterly trading activity reports filed by Supervised Persons; and

2. Promptly investigate all reports of any possible violations of these Insider Trading Policies and Procedures.

C. Special Reports to Management

Promptly upon learning of a potential violation of SLR Capital’s Insider Trading Policies and Procedures, the Chief Compliance Officer or designee shall prepare a written report to management providing full details, which may include (1) the name of particular securities involved, if any, (2) the date(s) SLR Capital learned of the potential violation and began investigating; (3) the accounts and individuals involved; (4) actions taken as a result of the investigation, if any; and (5) recommendations for further action.

D. General Reports to Management

At least yearly, the Chief Compliance Officer will prepare a written report to the management of Adviser setting forth some or all of the following:

VII-6

Appendix VII

A summary of existing procedures to detect and prevent insider trading;

A summary of changes in procedures made in the last year;

Full details of any investigation, whether internal or by a regulatory agency, since the last report r regarding any suspected insider trading, the results of the investigation and a description of any changes in procedures promptly by any such investigation; and

An evaluation of the current procedures and a description of anticipated changes in procedures.

VII-7

Appendix VII

SLR CAPITAL

INITIAL REPORT OF OUTSIDE BUSINESS ACTIVITIES

In accordance with SLR Capital policies and procedures, please indicate whether you engage in any outside business activities. Outside business activities include, but are not limited to, serving as owner, partner, trustee, officer, director, finder, referrer, or employee of another business organization for compensation, or any activity for compensation outside my usual responsibilities at SLR Capital.⁵

I do engage in outside business activities

I do not engage in any outside business activities

If you indicated above that you do engage in outside business activities, please complete the following table (use additional paper if necessary):

Name of Business

Entity

Summary of

Outside Business

Activity

Summary of

Compensation

Is the Business

Entity Related to a

Publicly Traded Company?

(Yes/No)

I certify that this form and any attachments are accurate and complete and constitute all of my outside business activities.




								*Signature*


		*Date*						*Print Name*

⁵	Compensation includes salaries, director’s fees, referral fees, stock options, finder’s fees, and anything of present or future value.

VII-8

EX-21.1

Exhibit 21.1

Subsidiaries of SLR Investment Corp.

The following list sets forth our consolidated subsidiaries, the state or country under whose laws the subsidiaries are organized, and the percentage of voting securities or membership interests owned by us in each such subsidiary:

NEFCORP LLC (Delaware) – 100%

NEFPASS LLC (Delaware) – 100%

ESP SSC Corporation (Delaware) – 100%

SUNS SPV LLC (Delaware) – 100%

The subsidiaries listed above are consolidated for financial reporting purposes. We may also be deemed to control certain portfolio companies.

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the registration statement on Form N-2 of SLR Investment Corp. of our report dated February 28, 2023, with respect to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appears in the annual report on Form 10-K of SLR Investment Corp. for the year ended December 31, 2022, and to the use of our report dated February 28, 2023 on the senior securities table included herein as an exhibit to the Form 10-K. We also consent to the reference to our firm under the heading “Controls and Procedures” in the Form 10-K.

/s/ KPMG LLP

New York, New York

February 28, 2023

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT AUDITOR

SLR Investment Corp.

New York, New York

We consent to the incorporation by reference in the Registration Statement (No. 333-255662) on Form N-2 of SLR Investment Corp. of our report dated February 15, 2023, relating to the consolidated financial statements of KBH Topco, LLC, appearing in this Annual Report on Form 10-K of SLR Investment Corp. dated February 28, 2023.

/s/ FGMK, LLC

Bannockburn, Illinois

February 28, 2023

EX-23.3

Exhibit 23.3

Consent of Independent Auditor

We hereby consent to the incorporation by reference of our report dated February 16, 2023 on the consolidated financial statements of NEF Holdings, LLC and Subsidiaries, which report appears in the annual report on Form 10-K of SLR Investment Corp. dated February 28, 2023, in the Registration Statement on Form N-2 (No. 333-255662) of SLR Investment Corp.

/s/ Baker Tilly US, LLP

Philadelphia, Pennsylvania

February 28, 2023

EX-23.4

Exhibit 23.4

Consent of Independent Auditor

We hereby consent to the incorporation by reference of our report dated February 15, 2023 on the consolidated financial statements of Crystal Financial LLC, which report appears in the annual report on Form 10-K of SLR Investment Corp. dated February 28, 2023, in the Registration Statement on Form N-2 (No. 333-255662) of SLR Investment Corp.

/s/ Baker Tilly US, LLP

Philadelphia, Pennsylvania

February 28, 2023

EX-23.5

Exhibit 23.5

Consent of Independent Auditor

We hereby consent to the incorporation by reference of our report dated February 16, 2023 on the consolidated financial statements of Gemino Healthcare Finance, LLC, which report appears in the annual report on Form 10-K of SLR Investment Corp. dated February 28, 2023, in the Registration Statement on Form N-2 (No. 333-255662) of SLR Investment Corp.

/s/ Baker Tilly US, LLP

Philadelphia, Pennsylvania

February 28, 2023

EX-23.6

Exhibit 23.6

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (No. 333-255662) on Form N-2 of SLR Investment Corp. of our report dated February 21, 2023, relating to the consolidated financial statements of North Mill Holdco LLC and Subsidiaries, appearing in this Annual Report on Form 10-K of SLR Investment Corp. for the year ended December 31, 2022.

/s/ RSM US LLP

Philadelphia, Pennsylvania

February 28, 2023

EX-31.1

Exhibit 31.1

Certification Pursuant to Section 302

Certification of Co-Chief Executive Officer

I, Michael S. Gross, Co-Chief Executive Officer of SLR Investment Corp., certify that:

1. I have reviewed this annual report on Form 10-K of SLR Investment Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated this 28th day of February 2023.

By:

/S/ MICHAEL S. GROSS

Michael S. Gross

Co-Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification Pursuant to Section 302

Certification of Co-Chief Executive Officer

I, Bruce J. Spohler, Co-Chief Executive Officer of SLR Investment Corp., certify that:

1. I have reviewed this annual report on Form 10-K of SLR Investment Corp.;

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated this 28th day of February 2023.

By:

/S/ BRUCE J. SPOHLER

Bruce J. Spohler

Co-Chief Executive Officer

EX-31.3

Exhibit 31.3

Certification Pursuant to Section 302

Certification of Chief Financial Officer

I, Richard L. Peteka, Chief Financial Officer of SLR Investment Corp., certify that:

1. I have reviewed this annual report on Form 10-K of SLR Investment Corp.;

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated this 28th day of February 2023.

By:

/s/ RICHARD L. PETEKA

Richard L. Peteka

Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification of Co-Chief Executive Officer

Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)

In connection with the Annual Report on Form 10-K for the year ended December 31, 2022 (the “Report”) of SLR Investment Corp. (the “Registrant”), as filed with the Securities and Exchange Commission on the date hereof, I, Michael S. Gross, the Co-Chief Executive Officer of the Registrant, hereby certify, to the best of my knowledge, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.


		/S/ MICHAEL S. GROSS
Name:		Michael S. Gross
Date:		February 28, 2023

EX-32.2

Exhibit 32.2

Certification of Co-Chief Executive Officer

Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)

In connection with the Annual Report on Form 10-K for the year ended December 31, 2022 (the “Report”) of SLR Investment Corp. (the “Registrant”), as filed with the Securities and Exchange Commission on the date hereof, I, Bruce J. Spohler, the Co-Chief Executive Officer of the Registrant, hereby certify, to the best of my knowledge, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.


		/S/ BRUCE J. SPOHLER
Name:		Bruce J. Spohler
Date:		February 28, 2023

EX-32.3

Exhibit 32.3

Certification of Chief Financial Officer

Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)

In connection with the Annual Report on Form 10-K for the year ended December 31, 2022 (the “Report”) of SLR Investment Corp. (the “Registrant”), as filed with the Securities and Exchange Commission on the date hereof, I, Richard L. Peteka, the Chief Financial Officer of the Registrant, hereby certify, to the best of my knowledge, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.


		/S/ RICHARD L. PETEKA
Name:		Richard L. Peteka
Date:		February 28, 2023

EX-99.1

Exhibit 99.1

Crystal Financial LLC

dba SLR Credit Solutions

(A Delaware Limited Liability Company)

Consolidated Financial Statements

Years Ended December 31, 2022 and 2021

Crystal Financial LLC dba SLR Credit Solutions

Index

Years Ended December 31, 2022 and 2021


	Page(s)
Independent Auditors’ Report		1-2

Consolidated Financial Statements

Consolidated Balance Sheets		3

Consolidated Statements of Operations		4

Consolidated Statements of Changes in Member’s Equity		5

Consolidated Statements of Cash Flows		6

Notes to Consolidated Financial Statements		7–18

Independent Auditors’ Report

To the Board of Managers and Member of

Crystal Financial LLC

Opinion

We have audited the consolidated financial statements of Crystal Financial LLC (the Company), which comprise the consolidated balance sheets as of December 31, 2022 and 2021, and the related consolidated statements of operations, changes in member’s equity and cash flows for the years then ended, and the related notes to the consolidated financial statements.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021 and the results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America (GAAP).

Basis for Opinion

We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with GAAP, and for the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are available to be issued.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the consolidated financial statements.

In performing an audit in accordance with GAAS, we:

•

Exercise professional judgment and maintain professional skepticism throughout the audit.

•

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

•

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.

•

Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the consolidated financial statements.

•

Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

LOGO

Philadelphia, Pennsylvania

February 15, 2023

Crystal Financial LLC dba SLR Credit Solutions

Consolidated Balance Sheets

Years Ended December 31, 2022 and 2021


	2022			2021
Assets:
Cash and cash equivalents	$	1,455,691		$	40,450,947
Restricted cash		20,631,283			14,452,587
Loan interest and fees receivable		5,935,984			3,132,347
Loans		439,484,085			287,375,244
Less: Unearned fee income		(7,117,828	)		(5,451,202	)
Allowance for loan losses		(9,130,536	)		(7,831,942	)

Total loans, net		423,235,721			274,092,100
Property and equipment, net		16,022			14,908
Goodwill		5,156,542			5,156,542
Investment in Crystal Financial SBIC LP		2,575,336			8,341,297
Other assets		1,676,876			2,180,185

Total assets	$	460,683,455		$	347,820,913

Liabilities:
Revolving credit facility, net	$	222,093,034		$	99,251,811
Accrued expenses		3,660,447			5,657,835
Distributions payable		5,000,000			5,500,000
Other liabilities		3,469,397			1,297,639
Collateral held for borrower obligations		17,193,751			13,867,551

Total liabilities		251,416,629			125,574,836

Commitments and Contingencies (Note 8)
Member’s equity:
Class A units		279,191,400			279,191,400
Accumulated deficit		(69,924,574	)		(56,945,323	)

Total member’s equity		209,266,826			222,246,077

Total liabilities and member’s equity	$	460,683,455		$	347,820,913

Crystal Financial LLC dba SLR Credit Solutions

Consolidated Statements of Operations

Years Ended December 31, 2022 and 2021


	2022			2021
Net interest income:
Interest income	$	35,062,888		$	35,423,572
Interest expense		8,873,508			6,848,728

Net interest income		26,189,380			28,574,844
Provision for loan losses		4,923,481			(461,083	)

Net interest income after provision for loan losses		21,265,899			29,035,927

Operating expenses:
Compensation and benefits		6,551,451			8,220,438
Depreciation and amortization		12,808			3,720,210
General and administrative expenses		1,820,712			1,468,948

Total operating expenses		8,384,971			13,409,596

Other income (loss):
(Loss) gain from equity method investment		(4,738,951	)		(1,430,559	)
Realized (loss) gain on investment in equity securities		(620,223	)		—

Total other income (loss), net		(5,359,174	)		(1,430,559	)

Realized (loss) gain from foreign currency transactions, net		(121,552	)		(352,340	)
Unrealized (loss) gain from foreign currency translations, net		120,547			321,038

Net income	$	7,520,749		$	14,164,470

Crystal Financial LLC dba SLR Credit Solutions

Consolidated Statements of Changes in Member’s Equity

Years Ended December 31, 2022 and 2021


	Class A Units		Accumulated Deficit			Total Member’s Equity
Balance, December 31, 2020	$	279,191,400	$	(48,609,793	)	$	230,581,607
Distributions		—		(22,500,000	)		(22,500,000	)
Net income		—		14,164,470			14,164,470

Balance, December 31, 2021		279,191,400		(56,945,323	)		222,246,077
Distributions		—		(20,500,000	)		(20,500,000	)
Net income		—		7,520,749			7,520,749

Balance, December 31, 2022	$	279,191,400	$	(69,924,574	)	$	209,266,826

Crystal Financial LLC dba SLR Credit Solutions

Consolidated Statements of Cash Flows

Years Ended December 31, 2022 and 2021


	2022			2021
Cash flows from operating activities:
Net income	$	7,520,749		$	14,164,470
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses		4,923,481			(461,083	)
Accretion of original issue discount		(369,719	)		(553,567	)
Depreciation		12,808			20,210
Amortization of debt issuance costs		1,134,607			878,889
Amortization of intangible asset—tradename		—			3,700,000
Paid-in-kind interest and fee income		(895,655	)		(185,729	)
Loss from equity method investment		4,738,951			1,430,559
Unrealized gain on foreign currency transactions		(122,735	)		(322,588	)
Realized loss (gain) on foreign currency transactions		121,141			(200,267	)
Write down of amounts classified as other assets		496,604			527,365
Net change in loan interest and fees receivable		(2,227,312	)		977,606
Net change in other assets		731,670			523,202
Net change in unearned fees		1,514,751			(1,114,915	)
Net change in accrued expenses		(1,997,388	)		(589,364	)
Net change in other liabilities		2,233,179			172,297

Net cash provided by operating activities		17,815,132			18,967,085

Cash flows from investing activities:
Purchases of property and equipment		(13,922	)		(9,522	)
Investment in term loans		(205,566,011	)		(127,381,580	)
Repayment of term loans		73,952,547			225,910,237
Lending on revolving lines of credit, net		(24,676,942	)		19,159,864
Distributions received from Crystal Financial SBIC LP		1,027,010			8,086,431
Net change in collateral held for borrower obligations		3,326,200			6,540,852

Net cash (used in) provided by investing activities		(151,951,118	)		132,306,282

Cash flows from financing activities:
Net borrowings (repayments) on revolving credit facility		124,200,000			(82,893,390	)
Distributions to members		(21,000,000	)		(23,000,000	)
Payment of debt issuance costs		(1,876,134	)		(1,084,317	)
Payment of finance lease obligations		(4,440	)		(4,315	)

Net cash provided by (used in) financing activities		101,319,426			(106,982,022	)

Net change in cash, cash equivalents, and restricted cash		(32,816,560	)		44,291,345
Cash, cash equivalents, and restricted cash at beginning of year		54,903,534			10,612,189

Cash, cash equivalents and restricted cash at end of year	$	22,086,974		$	54,903,534

Supplemental disclosure of cash flow information:
Cash paid for interest	$	6,744,449		$	6,136,922

Supplemental disclosure of non-cash investing and financing activities:
Right-of-use assets obtained in exchange for new operating lease liabilities	$	1,696,309		$	—

Crystal Financial LLC dba SLR Credit Solutions

Notes to Consolidated Financial Statements

Years Ended December 31, 2022 and 2021

1.	Organization

Crystal Financial LLC (“Crystal Financial” or the “Company”), along with its wholly owned subsidiary, Crystal Financial SPV LLC (“Crystal Financial SPV”), is a commercial finance company based in Boston, Massachusetts, that primarily originates, underwrites, and manages secured debt to middle market companies within various industries. The Company was formed in the state of Delaware on March 18, 2010. During 2021, the Company executed a dba filing to do business using the name SLR Credit Solutions.

At December 31, 2022 and 2021, SLR Investment Corp. (“SLR”) owns 100% of the outstanding ownership units of the Company.

2.	Summary of Significant Accounting Policies

The following is a summary of significant accounting policies adopted by the Company:

Basis of Accounting

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary Crystal Financial SPV. All inter-company investments, accounts and transactions have been eliminated in these consolidated financial statements.

Use of Estimates

The preparation of consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements as well as the reported amounts of revenues and expenses during the reporting period. Estimates most susceptible to change include the allowance for loan losses and the valuation of intangible assets as determined during impairment testing. Actual results could differ materially from those estimates.

Cash, Cash Equivalents, and Restricted Cash

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash includes all deposits held at banks. Deposits in excess of amounts insured by the Federal Deposit Insurance Corporation (“FDIC”) are exposed to loss in the event of nonperformance by the institution. The Company has had cash deposits in excess of the FDIC insurance coverage and has not experienced any losses on such accounts.

Restricted cash consists of interest and fees collected on those loans held within Crystal Financial SPV that serve as collateral against the Company’s outstanding line of credit. Upon receipt, these funds are restricted from the Company’s access until the fifteenth of the following month. Also included in restricted cash may be funds that serve as collateral against loans outstanding to certain borrowers as well as funds that serve as collateral to outstanding letters of credit.

Crystal Financial LLC dba SLR Credit Solutions

Notes to Consolidated Financial Statements

Years Ended December 31, 2022 and 2021

2.	Summary of Significant Accounting Policies…continued

Cash, Cash Equivalents, and Restricted Cash…continued

In accordance with Statement of Cash Flows (Topic 230), the Company presents the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash in the consolidated statements of cash flows. Accordingly, amounts generally described as restricted cash will be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the consolidated statements of cash flows.

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheet that sum to the total of the same such amounts shown in the consolidated statements of cash flows.


	December 31,
	2022		2021
Cash and cash equivalents	$	1,455,691	$	40,450,947
Restricted cash		20,631,283		14,452,587

Total cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows	$	22,086,974	$	54,903,534

Loans

The Company typically classifies all loans as held to maturity. Loans funded by the Company are recorded at the amount of unpaid principal, net of unearned fees, discounts and the allowance for loan losses in the Company’s consolidated balance sheets.

Interest income is recorded on the accrual basis in accordance with the terms of the respective loan. Generally, interest is not accrued on loans with interest or principal payments 90 days or greater past due or on other loans when management believes collection is doubtful. Loans considered impaired, as defined below, are non-accruing. When a loan is placed on nonaccrual status, all interest previously accrued, but not collected, is reversed against current interest income and all future proceeds received will generally be applied against principal or interest, in the judgment of management. Interest on loans classified as nonaccrual is accounted for on the cash basis or cost-recovery method, until qualifying for return to accrual status. Loans are generally returned to accrual status when all of the principal and interest amounts contractually due are brought current and future payments are reasonably assured. There was one loan on nonaccrual status at December 31, 2022 and two loans on nonaccrual status at December 31, 2021. The loans on nonaccrual status at December 31, 2022 and December 31, 2021 are the same loans classified as Criticized, as defined by the Company’s Loan Loss Policy, in the Allowance for Loan Losses footnote (see Note 3).

Allowance for Loan Losses

The allowance for loan losses is maintained at the amount estimated to be sufficient to absorb expected losses, net of recoveries, inherent in the loan portfolio at year end. Internal credit ratings assigned to the loans are periodically evaluated and adjusted to reflect the current credit risk of the loan. In accordance with applicable guidance, for loans not deemed to be impaired, management assigns a general loan allowance based on the borrower’s overall risk rating. All loans in the Company’s portfolio are individually evaluated when determining the overall risk rating. The risk ratings are derived upon consideration of a number of factors related to both the borrower and the borrower’s facility, with those factors related to the borrower’s facility being the key determinant of the overall risk rating. Risk factors of the borrower that are considered include asset and earnings quality, historical and projected financial performance, borrowing liquidity and/or access to capital. Risk factors of the facility that are considered

Crystal Financial LLC dba SLR Credit Solutions

Notes to Consolidated Financial Statements

Years Ended December 31, 2022 and 2021

2.	Summary of Significant Accounting Policies…continued

Allowance for Loan Losses…continued

include collateral coverage and the facility’s position within the overall capital structure. Upon consideration of each of the aforementioned factors, among others, the Company assigns each loan a borrower risk rating and a facility risk rating, which are then collectively used in developing the overall risk rating. The overall risk rating corresponds with an applicable reserve percentage which is applied to the face value of the loan in order to determine the Company’s allowance for loan losses. In establishing the applicable reserve percentages, the Company considers various factors including historical industry loss experience, the credit profile of the Company’s borrowers, as well as economic trends and conditions.

Specific allowances for loan losses are generally applied to impaired loans and are typically measured based on a comparison of the recorded carrying value of the loan to the present value of the loan’s expected cash flow using the loan’s effective interest rate, the loan’s estimated market price, or the estimated fair value of the underlying collateral, if the loan is collateral-dependent. Loans are charged off against the allowance at the earlier of either the substantial completion of the liquidation of assets securing the loan, or when senior management deems the loan to be permanently impaired.

A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due in accordance with the contractual terms of the loan agreement. All loans are individually evaluated for impairment according to the Company’s normal loan review process, including overall credit evaluation, nonaccrual status and payment experience. Loans identified as impaired are further evaluated to determine the estimated extent of impairment.

Intangible Assets

The Company typically assesses goodwill for impairment at the end of the third quarter using a qualitative assessment.

Historically, the fair value of the tradename was estimated using the relief from royalty method, which is an income approach based on the present value of royalties the Company would theoretically have had to pay to license the tradename from a third party. During 2021, as part of the rebranding strategy to change its name via the dba filing of SLR Credit Solutions, the Company evaluated the tradename’s indefinite-lived position and elected to change the indefinite-lived intangible asset to a finite-lived intangible asset for the period ending December 31, 2021. Accordingly, the carrying value previously ascribed to the tradename was fully amortized as of December 31, 2021. There was no indefinite- lived intangible asset- tradename recorded on the consolidated balance sheet during the year ended December 31, 2022.

Goodwill recognized in business combinations is assigned to the reporting units that are expected to benefit from the combination as of the acquisition date. Goodwill is not amortized; rather goodwill is tested annually for impairment or more frequently upon the occurrence of certain events or substantive changes in circumstances. The Company has elected to perform a qualitative assessment to determine if an impairment is more likely than not to have occurred. If the conclusion is supported that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then the Company would not need to perform a quantitative impairment test. If the conclusion cannot be supported, or if the Company does not elect to do the qualitative assessment, then the Company will perform a quantitative assessment. If a quantitative goodwill impairment assessment is performed, the Company utilizes a combination of market and income valuation approaches. If the fair value of a reporting unit is less than its carrying value, an impairment loss is recorded to the extent that the fair value of the reporting unit is less than its carrying value. No impairment of goodwill resulted from the annual impairment testing in 2022 or 2021.

Crystal Financial LLC dba SLR Credit Solutions

Notes to Consolidated Financial Statements

Years Ended December 31, 2022 and 2021

2.	Summary of Significant Accounting Policies…continued

Debt Issuance Costs

Debt issuance costs represent fees and other direct incremental costs incurred in connection with the Company’s borrowings against its revolving credit facility (see Note 5). These amounts are amortized using the straight-line method into earnings as interest expense ratably over the contractual term of the facility. Net unamortized debt issuance costs totaled $2,232,090 and $1,490,563 at December 31, 2022 and 2021 and are recorded as a direct deduction in the carrying amount of the revolving credit facility on the accompanying consolidated balance sheets.

Fee Income Recognition

Certain loans in the Company’s portfolio have been issued at a discount. Income related to the accretion of these discounts totaled $369,719 and $553,567 during the years ended December 31, 2022 and 2021, respectively.

Nonrefundable loan fees and costs associated with the origination or purchase of loans are deferred and included in loans, net, in the consolidated balance sheets. These commitment fees, as well as certain other fees charged to borrowers, such as amendment and prepayment fees, are recorded in interest income, after receipt, over the remaining life of the loan using a method which approximates the interest method. Unused line fees are recorded in interest income when received. Unamortized fees totaling $7,117,828 and $5,451,202 are recorded as a component of unearned fee income on the accompanying consolidated balance sheets at December 31, 2022 and 2021, respectively.

Property and Equipment

Property and equipment are carried at cost. Such items are depreciated or amortized on a straight-line basis over the following useful lives:


Furniture and fixtures		5-7 years

Computer equipment		3-5 years

Computer software		3 years

Leasehold improvements		shorter of remaining lease term or the asset’s estimated useful life

Lease Accounting

The Company adopted Accounting Standards Update 2016-02, Leases (Topic 842) (ASU 2016-02) effective January 1, 2022 using the modified retrospective approach. The Company’s consolidated financial statements for the year ended December 31, 2021 continue to be accounted for under FASB Topic 840 and have not been adjusted. The Company leases office space and equipment under various operating and finance lease agreements. The leases have varying terms and may include escalation clauses or lease concessions. Lease expense for operating leases is recognized on a straight-line basis over the lease term. Depreciation expense for finance leases is recognized over either the useful life of the asset or the lease term based on the terms of the lease agreement and is recorded as a component of depreciation and amortization on the consolidated statements of operations. At the date of adoption, the Company recorded an operating lease right-of-use asset and lease liability of $1,696,309 and $1,744,135, respectively.

Crystal Financial LLC dba SLR Credit Solutions

Notes to Consolidated Financial Statements

Years Ended December 31, 2022 and 2021

2.	Summary of Significant Accounting Policies…continued

Lease Accounting…continued

The Company recognizes a right-of-use asset and a lease liability in the consolidated balance sheet as of December 31, 2022 for those leases classified as operating or finance leases with a term in excess of twelve months. The lease term is determined at lease commencement and includes any noncancellable period for which the Company has the right to use the underlying asset together with any periods covered by an option to extend the lease, if it is reasonably certain that the Company will exercise the option to extend. The initial determination of the lease liability is calculated as the net present value of the lease payments not yet paid. The discount rate used to determine the present value is the rate implicit in the lease, if present, or if not present, the Company’s incremental borrowing rate. The incremental borrowing rate is defined as the rate that reflects the amount of interest that would have to be paid to borrow funds on a collateralized basis over a similar term to the lease in a similar economic environment. Lease payments include fixed payments less any lease incentives available to the Company plus variable lease payments. (see Note 5).

Investment in Equity Securities

The Company accounts for equity securities in accordance with the guidance set forth in Financial Instruments (Topic 825). The Company recorded a realized loss on LLC units outstanding during the year ended December 31, 2022 totaling $620,223. There were no equity securities outstanding during the year ended December 31, 2021.

Foreign Currency

The functional currency of the Company is the US Dollar. At both December 31, 2022 and 2021, the Company has one loan denominated in a foreign currency in its portfolio. The Company also has the ability to borrow foreign currency denominated funds under its revolving line of credit (see Note 5). Gains and losses arising from exchange rate fluctuations on transactions denominated in currencies other than the US Dollar are included in earnings as incurred. The Company recorded unrealized gains on foreign currency translations totaling $120,547 and $321,038 and realized losses totaling $121,552 and $352,340 during the years ended December 31, 2022 and December 31, 2021, respectively.

Distributions

Distributions to members are recorded as of the date of declaration and are approved by the Company’s Board of Managers. Distributions totaling $5,000,000 and $5,500,000 had been declared by the Company at December 31, 2022 and 2021 respectively, but were not paid until the following year.

Income Taxes

The Company is a single member LLC treated as a disregarded entity for tax purposes. The sole member of Crystal Financial is individually liable for the taxes, if any.

The Company applies the provisions set forth in Accounting for Uncertainty in Income Taxes (Topic 740-10). Topic 740-10 provides a comprehensive model for the recognition, measurement and disclosure of uncertain income tax positions. The Company recognizes the tax effect of certain tax positions when it is more likely than not that the tax position will be sustained upon examination, based solely on the technical merits of the tax position. As of December 31, 2022, the Company does not have any uncertain tax positions that meet the recognition or measurement criteria of Topic 740-10.

As a disregarded entity, the Company has no obligation to file a U.S. federal return for tax periods beginning after July 28, 2016, the date the Company became a disregarded entity for tax purposes. The Company does however continue to file certain state tax returns. As of December 31, 2022, the Company is subject to examination by various state tax authorities for tax years beginning after December 31, 2018.

Crystal Financial LLC dba SLR Credit Solutions

Notes to Consolidated Financial Statements

Years Ended December 31, 2022 and 2021

2.	Summary of Significant Accounting Policies…continued

Recently Issued Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2016-13, Financial Instruments- Credit Losses (Topic 326) (ASU 2016-13). ASU 2016-13 sets forth a current expected credit loss (“CECL”) model which requires the Company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost and applies to some off-balance sheet credit exposures. ASU 2016-13 will be effective for the Company for its fiscal year beginning after December 15, 2022. The Company has evaluated the impact that this standard will have on its consolidated balance sheet and consolidated statement of operations, and has determined that the impact will be immaterial to the consolidated financial statements taken as a whole.

In March 2020, the FASB issued Accounting Standards Update 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (ASU 2020-04). The guidance provides optional expedients and exceptions for applying GAAP to contract modifications, hedging relationships and other transactions, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued because of the reference rate reform. ASU 2020-04 is effective for all entities as of March 12, 2020 through December 31, 2022. To date, the Company has been successful in modifying outstanding loan receivable agreements and its outstanding debt facility in order to replace references to LIBOR with SOFR or another alternative reference rate. Application of this pronouncement has not had a material impact on the Company’s consolidated financial statements taken as a whole.

3.	Allowance for Loan Losses

At December 31, 2022, one loan with an aggregate principal balance outstanding of $800,000, was deemed to be impaired. The loan was fully reserved for at December 31, 2022. Although not being accrued for at December 31, 2022, interest on the impaired loan is paid-in-kind and therefore there are no interest payments outstanding at December 31, 2022. There are also no principal payments outstanding at December 31, 2022.

At December 31, 2021, two loans with aggregate principal balances outstanding of $4,812,188, were deemed to be impaired. An allowance totaling $2,979,084 has been applied against these loans at December 31, 2021. Although not being accrued for at December 31, 2021, interest on both the impaired loans is paid-in-kind and therefore there are no interest payments outstanding at December 31, 2021. There are also no principal payments outstanding at December 31, 2021.

The Company’s average recorded investment in impaired loans totaled $1,134,349 and $4,812,188 during the years ended December 31, 2022 and 2021, respectively.

Depending on the assigned internal risk rating, loans are classified as either Pass or Criticized. Generally, once a loan is classified as Criticized, a specific reserve analysis is required. One loan, totaling $800,000 is classified as Criticized at December 31, 2022. Two loans, totaling $4,812,188 at December 31, 2021, are classified as Criticized

The Company also maintains an allowance on unfunded revolver and delayed draw term loan commitments. At December 31, 2022 and 2021, an allowance of $422,834 and $478,618, respectively, was recorded relating to these commitments. This amount is recorded as a component of other liabilities on the Company’s consolidated balance sheets with changes recorded in the provision for loan losses on the Company’s consolidated statements of operations. The methodology for determining the allowance for unfunded revolver and delayed draw term loan commitments is consistent with the methodology used for determining the allowance for loan losses, with the exception that only the portion of the outstanding commitment expected to be drawn is applied against the unfunded commitments.

Crystal Financial LLC dba SLR Credit Solutions

Notes to Consolidated Financial Statements

Years Ended December 31, 2022 and 2021

3.	Allowance for Loan Losses…continued

The summary of changes in the allowance for loan losses relating to funded commitments for the years ended December 31, 2022 and 2021 is as follows:


	Year Ended December 31, 2022
	Revolvers		Term Loans			Total
Balance, beginning of period	$	79,186	$	7,752,756		$	7,831,942
Provision for loan losses-general		550,776		2,926,902			3,477,678
Provision for loan losses-specific		—		1,501,587			1,501,587
Charge- offs, net of recoveries		—		(3,680,671	)		(3,680,671	)

Balance, end of period	$	629,962	$	8,500,574		$	9,130,536

Balance, end of period- general	$	629,962	$	7,700,574		$	8,330,536

Balance, end of period- specific	$	—	$	800,000		$	800,000

Loans
Loans collectively evaluated with general allowance	$	44,557,560	$	394,126,525		$	438,684,085
Loans individually evaluated with specific allowance		—		800,000			800,000

Total loans	$	44,557,560	$	394,926,525		$	439,484,085


	Year Ended December 31, 2021
	Revolvers			Term Loans			Total
Balance, beginning of period	$	547,984		$	7,723,262		$	8,271,246
Provision (credit) for loan losses-general		(393,798	)		(1,955,691	)		(2,349,489	)
Provision for loan losses-specific		(75,000	)		1,985,185			1,910,185
Charge- offs, net of recoveries		—			—			—

Balance, end of period	$	79,186		$	7,752,756		$	7,831,942

Balance, end of period- general	$	79,186		$	4,773,672		$	4,852,858

Balance, end of period- specific	$	—		$	2,979,084		$	2,979,084

Loans
Loans collectively evaluated with general allowance	$	4,868,123		$	277,694,933		$	282,563,056
Loans individually evaluated with specific allowance		—			4,812,188			4,812,188

Total loans	$	4,868,123		$	282,507,121		$	287,375,244

Crystal Financial LLC dba SLR Credit Solutions

Notes to Consolidated Financial Statements

Years Ended December 31, 2022 and 2021

4.	Property and Equipment

The cost basis of the Company’s property and equipment as well as the accumulated depreciation at December 31, 2022 and 2021, are as follows:


	December 31,
	2022			2021
Furniture and fixtures	$	26,954		$	26,954
Computer equipment		223,675			214,013
Computer software		20,629			20,426

	$	271,258		$	261,393
Less: Accumulated depreciation		(255,236	)		(246,485	)

	$	16,022		$	14,908

Finance lease assets totaling $17,310 are included as a component of computer equipment in the above schedule at December 31, 2022 and 2021.

Depreciation expense of $12,808 and $20,210 was recognized during the years ended December 31, 2022 and 2021 and is included as a component of depreciation and amortization expense on the accompanying consolidated statements of operations.

5.	Debt Obligations and Financings

Revolving Credit Facility

On May 12, 2011, the Company entered into a Loan Financing and Servicing Agreement (the “Credit Agreement”) in the form of a revolving credit facility.

The Company has the ability to borrow funds denominated in certain foreign currencies under the facility. The maximum amount available to be borrowed in foreign denominated currencies is the US Dollar equivalent of $114,000,000. During 2022 and 2021, the Company incurred fees and expenses totaling $1,876,134 and $1,084,317 in connection with certain amendments to the credit facility. These costs were deferred and are being amortized on a straight-line basis over the contractual term of the Credit Agreement as an adjustment to interest expense.

At December 31, 2022, the amount available to be borrowed under the facility is the lesser of (a) $285,000,000 or (b) the amount calculated and available per the Borrowing Base, as defined in the amended Credit Agreement. Borrowings on the facility bear interest at a rate of 2.76448% plus the Lenders’ cost of funds, as defined in the Credit Agreement. The applicable cost of funds varies depending on the currency in which the funds are borrowed. At December 31, 2022, the effective rates were between 6.89% and 7.52%. The Company also pays an undrawn fee on unfunded commitments and an administrative agent fee.

The revolving credit facility is comprised of the following at December 31, 2022 and 2021:


	December 31,
	2022			2021
Principal borrowings	$	224,325,124		$	100,742,374
Unamortized debt issuance costs		(2,232,090	)		(1,490,563	)

Revolving credit facility, net	$	222,093,034		$	99,251,811

Crystal Financial LLC dba SLR Credit Solutions

Notes to Consolidated Financial Statements

Years Ended December 31, 2022 and 2021

5.	Debt Obligations and Financings…continued

Revolving Credit Facility…continued

The credit facility terminates on the earlier of August 15, 2025 or upon the occurrence of a Facility Termination Event, as defined in the amended Credit Agreement.

Commencing on February 15, 2024 and continuing every three months until the facility’s termination date, the Company may be required to make principal pay-downs on certain amounts outstanding. The amount to be paid down is contingent upon the future amount outstanding as well as the amount of future non-mandatory prepayments made on the credit facility.

Cash, as well as those of the Company’s loans that are held within Crystal Financial SPV, serve as collateral against the facility. The Company has made certain customary representations and warranties under the facility, and is required to comply with various covenants, reporting requirements, and other customary requirements for similar credit facilities. The Credit Agreement includes usual and customary events of default for credit facilities of this nature. The Company is in compliance with all covenants at December 31, 2022 and 2021.

Leases

At December 31, 2022, the Company has recorded a right-of-use asset and a lease liability for the Company’s operating lease totaling $1,081,490 and $1,121,552, respectively. The operating lease right-of-use asset and liability are recorded as a component of other assets and other liabilities on the accompanying consolidated balance sheet. The lease has a weighted average remaining lease term of 1.67 years and a weighted average discount rate of 3.50%.

The cost of the Company’s operating lease totaled $666,033 during the year ended December 31, 2022.

Future minimum lease commitments under the lease include:


	Operating Lease
2023	$	690,346
2024		466,023

Total lease payments		1,156,369
Less: interest expense		(34,817	)

Lease liability balance	$	1,121,552

Crystal Financial LLC dba SLR Credit Solutions

Notes to Consolidated Financial Statements

Years Ended December 31, 2022 and 2021

6.	Related Party Activity

On March 15, 2013, Crystal Financial committed $50,750,000 of capital to Crystal Financial SBIC LP (the “Fund”) in exchange for a 65.91% limited partner interest. Crystal Financial SBIC LP was established to operate as a small business investment company under the Small Business Investment Company (“SBIC”) Act. Of the total amount committed, $21,883,314 remains unfunded at December 31, 2022 and 2021.

Certain of the managing members of the Fund’s general partner, Crystal SBIC GP LLC (the “General Partner”), are also members of Crystal Financial’s management team. Crystal Financial and the General Partner have entered into a Services Agreement whereby Crystal Financial provides certain administrative services to the General Partner in exchange for a waiver of the quarterly management fee that it owes to the General Partner.

The Company accounts for its limited partner interest in the Fund as an equity method investment in the accompanying consolidated financial statements (see Note 9). Crystal Financial did not make any contributions to the Fund during 2022 or 2021. Cash distributions from the Fund totaled $1,027,010 and $8,086,431 during 2022 and 2021, respectively. In accordance with the equity method of accounting, the Company was allocated net losses from the Fund totaling $4,738,951 for the year ended December 31, 2022 and $1,430,559 for the year ended December 31, 2021. These amounts represent the Company’s allocation of the Fund’s net loss in accordance with the Fund’s Limited Partnership Agreement. Crystal Financial’s investment in the Fund is recorded as Investment in Crystal Financial SBIC LP in the accompanying consolidated balance sheets and its share of earnings and losses are recorded as losses from equity method investee on the consolidated statements of operations

7.	Member’s Capital

Crystal Financial has issued limited liability company interests, referred to as Class A Units. Each unit entitles its holder to one vote on all matters submitted to a vote of the members. At December 31, 2022 and 2021, the Company has 280,303 outstanding Class A Units, all of which are owned by SLR.

8.	Commitments and Contingencies

The Company is party to financial instruments with off-balance sheet risk including unfunded revolver and delayed draw term loan commitments to certain borrowers.

Under the revolving credit and delayed draw term loans, aggregate unfunded commitments total $72,109,377 and $87,838,688 at December 31, 2022 and 2021, respectively. These agreements have fixed expiration dates. The revolving credit agreements typically require payment of a monthly fee equal to a certain percentage times the unused portion of the revolving line of credit. As the unfunded commitments may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The amount of credit that can be extended under each of the revolving credit agreements and delayed draw term loan agreements is typically limited to the borrower’s available collateral, which is used in calculating the borrower’s borrowing base at the time of a respective draw.

Effective January 1, 2013, certain employees of Crystal Financial, including members of management, entered into a long- term incentive plan agreement (“LTIP Agreement”). In accordance with the terms of the LTIP Agreement, a bonus pool is calculated each calendar year, and is based upon the achievement of certain operating results during the year. The bonus pool calculated and earned for each calendar year will be paid out two years after the year in which the bonus pool is calculated and earned. The calculated bonus pool is subject to a look-back calculation which could cause the amount that is ultimately paid out to be less than the amount originally calculated. Amounts recorded pursuant to the LTIP Agreement during the years ended December 31, 2022 and 2021, if any, are included as a component of accrued expenses on the accompanying consolidated balance sheets and as a component of compensation and benefits expense on the accompanying consolidated statements of operations.

Crystal Financial LLC dba SLR Credit Solutions

Notes to Consolidated Financial Statements

Years Ended December 31, 2022 and 2021

9.	Variable Interest Entity

In accordance with US GAAP, the Company evaluates (a) whether it holds a variable interest in an entity, (b) whether the entity is a variable interest entity (“VIE”) and (c) whether the Company is the primary beneficiary of the VIE. The granting of substantive kick-out rights is a key consideration in determining whether a limited partnership is a VIE and whether or not that entity should be consolidated. In evaluating whether or not Crystal Financial SBIC LP is a VIE of the Company, it is noted that the Limited Partnership Agreement of Crystal Financial SBIC LP does not permit a simple majority of the limited partners to exercise kick-out rights, and therefore these rights are deemed to not be substantive. Accordingly, Crystal Financial SBIC LP is deemed to be a VIE. In assessing whether or not the VIE should be consolidated, it was determined that substantially all of the VIE’s activities are not conducted on behalf of Crystal Financial or its de facto agents. Accordingly, the Company does not consolidate Crystal Financial SBIC LP in the accompanying consolidated financial statements

The following table sets forth the information with respect to the unconsolidated VIE in which the Company holds a variable interest as of December 31, 2022 and 2021.


	December 31, 2022		December 31, 2021
Equity interest included on the Consolidated Balance Sheets	$	2,575,336	$	8,341,297
Maximum risk of loss (1)		24,458,650		30,224,611

(1)	includes the equity investment the Company has made, or could be required to make

10.

Fair Value of Financial Instruments

Fair Value Measurements (Topic 820) establishes a three-level hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:

Level 1- inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2- inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3- inputs to the valuation methodology are unobservable and significant to the fair value measurement.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

There were no financial assets or financial liabilities measured at fair value on a recurring basis at December 31, 2022 or December 31, 2021.

Financial instruments that are not recorded at fair value on a recurring basis consist of cash, restricted cash, interest receivable, loans receivable, investment in Crystal Financial SBIC LP, collateral held for borrower obligations and the revolving credit facility. Due to the short-term nature of the Company’s cash, restricted cash, interest receivable, and collateral held for borrower obligations, the carrying value approximates fair value.

The Company’s loans receivable are recorded at outstanding principal, net of any deferred fees and costs, unamortized purchase discounts and the allowance for loan losses. If the Company elected the fair value option, the estimated fair value of the Company’s loans receivable would be derived using among other things, a discounted cash flow methodology that considers various factors including the type of loan and related collateral, current market yields for similar debt investments, estimated cash flows, as well as a discount rate that reflects the Company’s assessment of risk inherent in the cash flow estimates.

Crystal Financial LLC dba SLR Credit Solutions

Notes to Consolidated Financial Statements

Years Ended December 31, 2022 and 2021

10.

Fair Value of Financial Instruments…continued

If the Company elected the fair value option, the estimated fair value of the Company’s investment in Crystal Financial SBIC LP and the revolving credit facility at December 31, 2022 and 2021, would approximate the carrying value. The fair value is estimated based on consideration of current market interest rates for similar debt instruments.

The following table presents the carrying amounts, estimated fair values, and placement in the fair value hierarchy of the Company’s long-term financial instruments, at December 31, 2022 and 2021.


December 31, 2022
					Fair Value Measurements
	Carrying		Estimated Fair
	Amount		Value		Level 1		Level 2		Level 3
Financial assets:
Loans receivable	$	439,484,085	$	438,684,085	$	—	$	—	$	438,684,085
Investment in Crystal Financial SBIC LP		2,575,336		2,575,336		—		—		2,575,336
Financial liabilities:
Revolving credit facility		224,325,124		224,325,124		—		—		224,325,124


December 31, 2021
					Fair Value Measurements
	Carrying		Estimated Fair
	Amount		Value		Level 1		Level 2		Level 3
Financial assets:
Loans receivable	$	287,375,244	$	284,396,160	$	—	$	—	$	284,396,160
Investment in Crystal Financial SBIC LP		8,341,297		8,341,297		—		—		8,341,297
Financial liabilities:
Revolving credit facility		100,742,374		100,742,374		—		—		100,742,374

11.

Subsequent Events

The Company has evaluated subsequent events through February 15, 2023, the date which the financial statements were available to be issued.

On February 9, 2023, the Company executed the 29th amendment to the amended and restated Credit Agreement (see Note 5) which further increased the commitment on the facility from $285,000,000 to $300,000,000.

EX-99.2

Exhibit 99.2

CONSOLIDATED FINANCIAL STATEMENTS

NEF Holdings, LLC and Subsidiaries

(A Limited Liability Company)

Years ended December 31, 2022 and December 31, 2021

With Independent Auditors’ Report

NEF Holdings, LLC and Subsidiaries

Consolidated Financial Statements

Years ended December 31, 2022 and December 31, 2021

Contents


Independent Auditors’ Report			1
Consolidated Balance Sheets			3
Consolidated Statements of Operations			4
Consolidated Statements of Comprehensive Income/(Loss)			5
Consolidated Statements of Changes in Members’ Capital			6
Consolidated Statements of Cash Flows			7
Notes to the Consolidated Financial Statements			8

LOGO

Independent Auditors’ Report

To the Board of Managers and Member of

NEF Holdings, LLC and Subsidiaries

Opinion

We have audited the consolidated financial statements of NEF Holdings, LLC and Subsidiaries (the Company), which comprise the consolidated balance sheets as of December 31, 2022 and 2021, and the related consolidated statements of operations, comprehensive income/(loss), changes in member’s capital, and cash flows for the years then ended, and the related notes to the consolidated financial statements.

Basis for Opinion

Responsibilities of Management for the Consolidated Financial Statements

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Baker Tilly US, LLP, trading as Baker Tilly, is a member of the global network of Baker Tilly International Ltd., the members of which are separate and independent legal entities.

In performing an audit in accordance with GAAS, we:

•

Exercise professional judgment and maintain professional skepticism throughout the audit.

•

Philadelphia, Pennsylvania

February 16, 2023

NEF Holdings, LLC and Subsidiaries

Consolidated Balance Sheets

At December 31, 2022 and December 31, 2021

(In Thousands)


	2022			2021
Assets
Cash	$	12,639		$	8,989
Restricted cash		71			71
Financing receivables:
Financing receivables, gross		195,726			214,325
Allowance for losses on financing receivables		(4,896	)		(3,339	)

Financing receivables, net		190,830			210,986
Equipment on lease, net		—			1,200
Fixed assets, net		325			378
Goodwill		29,832			29,832
Other assets held-for-sale		—			2,450
Other assets		8,116			10,101

Total assets	$	241,813		$	264,007

Liabilities and Members’ Capital
Liabilities:
Senior secured credit facility, net	$	115,371		$	117,483
Loans from affiliate		16,342			30,703
Accounts payable and accrued expenses		2,705			3,278
Good faith deposits		606			998
Other liabilities		3,761			6,456

Total liabilities		138,785			158,918

Members’ capital:
Members’ capital		103,028			105,089

Total members’ capital		103,028			105,089

Total liabilities & members’ capital	$	241,813		$	264,007

See accompanying notes to the consolidated financial statements.

NEF Holdings, LLC and Subsidiaries

Consolidated Statements of Operations

For the Years Ended December 31, 2022 and December 31, 2021

(In Thousands)


	2022			2021
Net operating income:
Interest income	$	14,944		$	16,906
Interest expense		6,938			6,700

Net interest income		8,006			10,206
Other income		5,436			6,025

Net operating income		13,442			16,231
Provision for losses and impairments of equipment off lease		4,137			9,390

Net operating income after provisions and impairments		9,305			6,841
Expenses:
Compensation and benefits		8,437			8,649
General and administrative expenses		3,311			3,745
Lease and loan restructuring costs		338			1,176
Depreciation and amortization		86			2,908
Unrealized loss on equity investment		—			92

Total expenses		12,172			16,570

Net income/(loss)	$	(2,867	)	$	(9,729	)

See accompanying notes to the consolidated financial statements.

NEF Holdings, LLC and Subsidiaries

Consolidated Statements of Comprehensive Income/(Loss)

For the Years Ended December 31, 2022 and December 31, 2021

(In Thousands)


	2022			2021
Net income/(loss)	$	(2,867	)	$	(9,729	)
Other comprehensive income/(loss):
Derivative instruments designated and qualifying as cash flow hedges:
Unrealized holding gain arising during the year		1,194			—
Less: reclassification adjustment for gains included in net income/(loss)		(98	)		—

Total other comprehensive income/(loss)		1,096			—

Total comprehensive income/(loss)	$	(1,771	)	$	(9,729	)

See accompanying notes to the consolidated financial statements.

NEF Holdings, LLC and Subsidiaries

Consolidated Statements of Changes in Members’ Capital

For the Years Ended December 31, 2022 and December 31, 2021

(In Thousands)


Members’ capital at December 31, 2020	$	114,818
Net income/(loss)		(9,729	)

Members’ capital at December 31, 2021	$	105,089
Capital distributions		(290	)
Other comprehensive income		1,096
Net income/(loss)		(2,867	)

Members’ capital at December 31, 2022	$	103,028

See accompanying notes to the consolidated financial statements.

NEF Holdings, LLC and Subsidiaries

Consolidated Statements of Cash Flows

For the Years Ended December 31, 2022 and December 31, 2021

(In Thousands)


	2022			2021
Cash flows from operating activities
Net income/(loss)	$	(2,867	)	$	(9,729	)
Adjustments to reconcile net income/(loss) to net cash provided by operating activities:
Provision for losses and impairments of equipment off lease		4,137			9,390
Depreciation and amortization of intangible asset		86			2,908
Amortization of deferred financing costs		482			468
Amortization of upfront fees received and initial direct costs paid		370			191
Change in interest rate derivative value		(462	)		—
Unrealized loss on equity investment		—			92
Changes in operating assets and liabilities:
(Increase)/Decrease in other assets		1,126			237
(Increase)/Decrease in interest receivable		(23	)		105
Increase/(Decrease) in interest payable		403			(19	)
Increase/(Decrease) in accounts payable and accrued expenses		(973	)		1,030
Increase/(Decrease) in good faith deposits		(392	)		102
Increase/(Decrease) in other liabilities		(1,740	)		337

Net cash provided by/(used in) operating activities		147			5,112

Cash flows from investing activities
Investments in secured loans and direct finance leases		(66,760	)		(96,647	)
Collections of principal on secured loans and direct finance leases		85,096			77,576
Purchases of secured loans and direct finance leases from an affiliate		—			(5,499	)
Non-refundable upfront fees received		—			22
Initial direct costs paid		(326	)		(540	)
Proceeds from sales of equipment on lease		1,200			—
Proceeds from sales of equipment off lease		1,824			17,052
Cash from sale of NEF Auto Transport assets		150			—
Cash flows from (purchases)/sales of fixed assets		(33	)		(457	)

Net cash provided by/(used in) investing activities		21,151			(8,493	)

Cash flows from financing activities
Borrowings on credit facility and loans from affiliate		87,542			114,294
Repayments on credit facility and loans from affiliate		(104,900	)		(108,374	)
Capital distributions		(290	)		—

Net cash provided by/(used in) financing activities		(17,648	)		5,920

Net increase/(decrease) in cash and restricted cash		3,650			2,539
Cash and restricted cash at the beginning of period		9,060			6,521

Cash and restricted cash at the end of period	$	12,710		$	9,060

Supplemental disclosures of cash flow information
Interest paid	$	5,967		$	6,527

Non-cash exchange of right of use assets for lease obligations	$	—		$	3,597

See accompanying notes to the consolidated financial statements

NEF Holdings, LLC and Subsidiaries

Notes to the Consolidated Financial Statements

For the Years Ended December 31, 2022 and December 31, 2021

(In Thousands)

1. Organization and Business

NEF Holdings, Inc. was organized on June 7, 2013 as a Delaware corporation and commenced its operations in June 2013. Effective January 1, 2014, NEF Holdings, Inc. converted from a corporation to a limited liability company (“LLC”), NEF Holdings, LLC (“NEF Holdings”), pursuant to Section 18-214 of the Limited Liability Act in the State of Delaware. Subsequent to the close of business on July 31, 2017, NEF Holdings was acquired by SLR Investment Corp., formerly Solar Capital Ltd. (“SLR”).

As of December 31, 2022 and December 31, 2021, NEF Holdings had five wholly-owned subsidiaries: Nations Fund I, LLC (“Fund I”), Nations Equipment Finance, LLC (“NEF”), Equipment Operating Leases, LLC (“EOL”), NEF Auto Transport, LLC (“NEF Auto Transport”) and Loyer Capital LLC (“Loyer Capital”) (collectively, the “Company”). The Company is headquartered in Wilton, Connecticut.

Nations Fund I, Inc. was organized on September 17, 2010 as a Delaware corporation. Effective January 1, 2014, Nations Fund I, Inc. converted from a corporation to a LLC, Nations Fund I, LLC, pursuant to Section 18-214 of the Limited Liability Act in the State of Delaware. Fund I is a commercial equipment finance company that provides term loans and leases primarily to middle market and privately held companies. Fund I focuses on direct origination of loans and equipment leases secured by equipment collateral, such as trailers, trucks, transportation and construction equipment.

NEF was organized as a LLC under the laws of the State of Delaware and commenced operations on August 24, 2010. NEF, doing business as SLR Equipment Finance, serves as the investment manager for the Company. Services provided by NEF include, among other things, identifying, structuring and negotiating transactions, monitoring, advising and managing investments, exercising control rights, options or warrants, liquidating investments, cash management, accounting, tax, compliance and legal services.

NEF Investments, LLC, a wholly owned subsidiary of NEF Holdings, was organized as a Delaware LLC on January 22, 2018. On April 18, 2018, NEF Investments’ LLC agreement was amended which changed the company’s name to Equipment Operating Leases, LLC. EOL is a commercial equipment finance company that provides term loans and leases primarily to middle market and privately held companies.

NEF Auto Transport was organized as a LLC under the laws of the State of Delaware and commenced operations in December 2018 through the acquisition of a former customer. NEF Auto Transport was an auto transport carrier providing direct auto-hauling services. As discussed in note 4, in February 2022 the Company sold substantial all of the assets of NEF Auto Transport and ceased operations.

Loyer Capital was organized as a LLC under the laws of the State of Delaware and commenced operations in May 2019. Loyer Capital is a commercial equipment finance company that provides term loans and leases primarily to middle market and privately held companies.

NEF Holdings, LLC and Subsidiaries

Notes to the Consolidated Financial Statements (continued)

(In Thousands)

2. Summary of Significant Accounting Policies

Basis of Presentation

The consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). These consolidated financial statements include the accounts of NEF Holdings and its wholly owned subsidiaries, Fund I, NEF, EOL, Loyer Capital and NEF Auto Transport. All significant intercompany balances and transactions are eliminated in consolidation. Certain amounts in the prior period financial statements have been reclassified to conform to the current year’s presentation.

Use of Estimates

The presentation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that impact the amounts reported in the consolidated financial statements and accompanying notes. Such estimates and assumptions are subject to change in the future as additional information becomes available or as circumstances are modified. Actual results could differ materially from these estimates. Management’s estimates and assumptions are used in estimating an allowance for losses on financing receivables, impairments of equipment off lease, useful lives of leasing equipment and fixed assets, fair values of unguaranteed residual values, intangible assets and fair values of assets acquired and liabilities assumed.

Cash

At December 31, 2022 and December 31, 2021, the Company’s cash balance totaled $12,710, and $9,060, respectively. Included in the Company’s cash balance as of December 31, 2022 and December 31, 2021 is restricted cash of $71, which is maintained in connection with the lease of the Company’s office space.

Financing Receivables

Included in financing receivables in the consolidated balance sheets are the Company’s net investments in direct financing leases and secured loans.

Net investment in direct finance leases is reported net of unearned income, deferred non-refundable fees and initial direct costs associated with their origination, and inclusive of guaranteed and unguaranteed residual values. Direct finance leases are usually long-term in nature, typically ranging for a period of three to seven years and include either a nominal or fair market value purchase option at the end of the lease term. Non-refundable fees received and initial direct costs incurred associated with the origination of direct finance leases are deferred and are recognized as an adjustment to interest income over the contractual life of the direct finance leases using the interest method.

Secured loans are reported at the principal amount outstanding, net of non-refundable fees, initial direct costs and accrued interest. These fees are deferred and recognized as an adjustment to interest income over the contractual life of the loans using the interest method.

NEF Holdings, LLC and Subsidiaries

Notes to the Consolidated Financial Statements (continued)

(In Thousands)

2. Summary of Significant Accounting Policies (continued)

Income Recognition

The Company recognizes revenue in accordance with the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The core principle of the revenue model is for an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. While this guidance replaces most existing revenue recognition guidance in U.S. GAAP, ASC 606 is not applicable to financial instruments and, therefore, does not impact most of the Company’s revenues.

For direct finance leases, the difference between the cost of the equipment and the total finance lease receivable plus, where applicable, the unguaranteed or guaranteed residual value is recorded as unearned income. Unearned income is amortized as earned income over the term of the transaction using the interest method. For the years ended December 31, 2022 and December 31, 2021, interest income from direct financing leases totaled $9,504 and $12,349, respectively, which is included in interest income in the consolidated statements of operations. For secured loans, interest income is recorded on the accrual basis in accordance with the terms of the respective loan. For the years ended December 31, 2022 and December 31, 2021, interest income from secured loans totaled $5,440 and $4,004, respectively, which is included in interest income in the consolidated statements of operations.

The Company’s revenue recognition pattern for revenue streams within the scope of ASC 606 include fees for providing administrative and collateral monitoring services, which are earned ratably over the period in which the services are provided, and revenues associated with its auto-hauling operations (see note 4). Such revenues are recognized when evidence of an arrangement exist, the performance obligations are satisfied, collections are probable and the price is fixed or determinable. With respect to the Company’s auto-hauling operations, the sole performance obligation is deemed to be satisfied at a single point in time, that is, when the customer takes physical possession of the automobile.

Other Income

Amounts in other income in the consolidated statements of operations primarily include gains on sales of equipment, fees charged for early terminations of financing arrangements, other miscellaneous fees earned in connection with the administration of such financing arrangements and net impacts of foreign currency translation. Also included in other income in the consolidated statements of operations are the revenues and cost of sales associated with the Company’s auto-hauling business, which was sold in February 2022 (see note 4).

Fixed Assets

Fixed assets consist of furniture and fixtures, software, computers, leasehold improvements, automobiles, telephone and office equipment and auto hauling trucks, and are stated at cost less accumulated depreciation and amortization. Expenditures for repairs and maintenance that do not extend the useful life of the asset are expensed as incurred and are included in general and administrative expenses in the Company’s consolidated statements of operations.

NEF Holdings, LLC and Subsidiaries

Notes to the Consolidated Financial Statements (continued)

(In Thousands)

2. Summary of Significant Accounting Policies (continued)

Fixed Assets (continued)

Depreciation and amortization of fixed assets are calculated using the straight-line method over their respective useful lives, and recorded in depreciation and amortization in the consolidated statements of operations.


		Useful Life (Years)
Furniture and fixtures		7
Telephone		7
Office equipment		5
Automobile		5
Auto Hauling Trucks		5
Computers		3
Software		Lesser of 5 years or license period
Leasehold improvements		Lesser of the life of the asset or lease term

Good Faith Deposits

Good faith deposits represent cash received from the Company’s customers, when the proposal for a potential transaction is signed. These deposits are used to pay expenses such as third-party appraisals, document fees and travel and related costs incurred by the Company in connection with the origination of the transaction. If the deposit exceeds the expenses incurred by the Company, the excess amount may be refundable to the customer. If the expenses incurred exceed the deposits received, the Company’s customers are liable for the overage. Such overages are included in other assets on the consolidated balance sheets. In the event the Company approves a transaction with a customer and the customer elects not to pursue the transaction, the Company recognizes any remaining good faith deposit into income, as allowed by the agreed upon terms of the signed proposal. Such amounts are included in other income in the consolidated statements of operations.

In certain instances, the Company incurs costs to restructure financing receivables, which are in excess of the customer’s good faith deposit, such as legal fees and other expenses associated with the repossession and liquidation of equipment. If these costs are not collectable from the Company’s customers, then such costs are expensed and recorded as lease and loan restructuring costs on the consolidated statements of operations.

Allowance for Losses on Financing Receivables

The Company maintains an allowance for losses on financing receivables at a level sufficient to absorb probable losses related to its financing receivables as of the date of the consolidated financial statements. In determining its allowance for losses on financing receivables, the Company considers historical loss rates, collateral coverage and remaining term to maturity of the financing arrangement, which are reviewed and updated, as appropriate, on an ongoing basis.

Individually identified non-performing secured loans and direct finance leases are measured based on the specific circumstances of the transaction and a specific allowance is established, if necessary. Amounts determined to be uncollectible are charged directly to provision for losses in the consolidated statements of operations. During the years ended December 31, 2022 and December 31, 2021, provisions for losses of specifically identified financing receivables totaled $1,659 and $0, respectively.

The Company classifies a financing receivable as delinquent when it is overdue by more than 60 days. As of December 31, 2022, financing receivables with an outstanding balance of $0, $0, and $22,995 were between 61-90 days past due, 91-120 days past due and greater than 120 days past due, respectively. As of December 31, 2021, financing receivables with an outstanding balance of $0, $3,501, and $245 were between 61-90 days past due, 91-120 days past due and greater than 120 days past due, respectively.

NEF Holdings, LLC and Subsidiaries

Notes to the Consolidated Financial Statements (continued)

(In Thousands)

2. Summary of Significant Accounting Policies (continued)

Non-Accrual Financing Receivables

Income recognition is generally suspended for financing receivables after 90 days of non-payment, or if full recovery becomes doubtful based on the assessment by the Company. Income recognition is resumed when financing receivables are less than 90 days past due. At December 31, 2022 and December 31, 2021, financing receivables with an outstanding balance of $22,995 and $22,030, respectively, were on non-accrual of income.

Equipment on Lease

Leasing equipment is comprised of equipment under operating leases. Leasing equipment is recorded at cost and depreciated on a straight-line basis over the estimated useful life of the equipment. Income is recorded on a straight-line basis over the term of the lease which is included in interest income in the consolidated statements of operations.

The estimated useful lives and residual values of the Company’s leasing equipment are based on independent third-party appraisals and management’s judgment. The Company reviews its depreciation policies on a regular basis to determine whether changes have taken place that would suggest that a change in its depreciation policies, useful lives of its equipment or the assigned residual values is warranted. At December 31, 2022, the Company had no leasing equipment under operating leases. At December 31, 2021, the Company’s leasing equipment is comprised of a crane, which the Company estimates its useful life to be four years.

Leasing equipment is tested for impairment whenever events or changes in circumstances indicate that its carrying amount may not be recovered. Key indicators of impairment on leasing equipment include, among other factors, a sustained decrease in operating profitability, a sustained decrease in utilization, or indications of technological obsolescence.

Equipment off Lease

Equipment off lease arises when the Company repossesses collateral that secured a financing receivable in a customer default scenario. Such equipment is intended to be sold and is classified as assets held for sale, in accordance with the provisions of ASC 360, Property, Plant & Equipment. A write-down of the financing receivable is recorded as a charge-off when the carrying amount exceeds the fair value and the difference relates to credit quality. At the time of repossession, the financing receivable is transferred to equipment off lease at the lower of cost or fair value. At December 31, 2022 and December 31, 2021, the Company had no equipment off lease in the consolidated balance sheets.

A review for impairment of equipment off lease is performed at least annually or when events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. During the years ended December 31, 2022 and December 31, 2021, the Company recorded impairment charges of $2,571 and $8,873, respectively, which are included in provision for losses and impairments of equipment off lease on the consolidated statements of operations.

Derivative Instruments

The Company manages exposure to interest rates through the use of interest rate caps traded in the over-the-counter markets with other financial institutions. The Company does not enter into derivative financial instruments for speculative purposes. Derivative instruments are recognized at fair value and included in other assets in the consolidated balance sheets.

NEF Holdings, LLC and Subsidiaries

Notes to the Consolidated Financial Statements (continued)

(In Thousands)

2. Summary of Significant Accounting Policies (continued)

Derivative Instruments (continued)

Interest rate caps are used to manage the Company’s interest rate exposure on its senior secured credit facility. At December 31, 2022 and December 31, 2021, such derivatives had a notional amount of $45,000 and $75,000, respectively, and a fair value of $1,865 and $307, respectively, which are included in other assets in the consolidated balance sheets. For the years ended December 31, 2022 and December 31, 2021, changes in fair value of interest rate caps totaled $1,558 and $86, respectively.

The Company designated certain of these interest rate caps as highly effective hedges. On the date the derivative contract is entered into, the Company formally documents the relationships between the hedging instrument and the hedged item, as well as its risk management objective and strategy for undertaking various hedge transactions. Hedge effectiveness is measured at the hedge’s inception and, on an on-going basis, to determine whether the derivatives are highly effective in offsetting the changes in cash flows of the hedged item.

At December 31, 2022, the Company held two interest rate caps that were deemed highly effective that had a notional value of $30,000 and a fair value of $1,206. Changes in fair values of interest rate caps, which were deemed highly effective, totaled $1,194 and are included in other comprehensive income, offset by reclassification gains into earnings of $98. Reclassifications into earnings are included in interest expense in the consolidated statements of operations. At December 31, 2022, the Company also held an interest rate cap that was not deemed highly effective that had a notional value of $15,000 and a fair value of $659. Changes in fair values of interest rate caps, which were not deemed highly effective, totaled $462 and $86 for the years ended December 31, 2022 and December 31, 2021, respectively, and are included in interest expense in the consolidated statements of operations.

Debt

Senior secured credit facility represents the Company’s principal balance under its long-term revolver, which is carried at amortized cost, along with the related accrued interest payable, net of unamortized deferred financing costs.

Loans from affiliate represent the Company’s unpaid principal balance on term loans, along with the related accrued interest payable to SLR, a related party, as described in note 1. Maturity dates range from January 24, 2023 through April 27, 2025 and carry interest rates ranging from 8.37% to 11.52%. Future scheduled payments on loans from affiliate are $5,457 in 2023, $7,996 in 2024, and $2,884 in 2025.

Deferred Financing Costs

Deferred financing costs represent fees and other incremental costs incurred in connection with the financing of the Company’s senior secured credit facility. Such costs are amortized using the straight-line method into earnings over the contractual term of the facility. The unamortized balance of such costs are included as a reduction to the senior secured credit facility balance.

Contingencies and Commitments

The Company may be subject to various legal proceedings, claims, and litigation, either asserted or unasserted that arise in the ordinary course of business. The Company records accruals for contingent losses when such losses are probable and reasonably estimable. In the event that estimates or assumptions prove to differ from actual results, adjustments are made in subsequent periods to reflect more current information. Legal fees are expensed as incurred.

NEF Holdings, LLC and Subsidiaries

Notes to the Consolidated Financial Statements (continued)

(In Thousands)

2. Summary of Significant Accounting Policies (continued)

Financial Asset Transfers

The Company accounts for transfers of financial assets under FASB ASC 860, Transfers and Servicing, utilizing a control oriented, financial components approach to financial asset transfer transactions whereby the Company: (1) recognizes the financial and servicing assets it controls and the liabilities it has incurred; (2) derecognizes financial assets when control has been surrendered; and (3) derecognizes liabilities once they are extinguished. Control is considered to have been surrendered only if: (i) the transferred assets have been isolated from the Company and its creditors, even in the event of bankruptcy or other receivership; (ii) the purchaser has the right to pledge or exchange the transferred assets, or, is a qualifying special purpose entity (as defined) and the holders of beneficial interests in that entity have the right to pledge or exchange those interests; and (iii) the Company does not maintain effective control over the transferred assets through an agreement which both entitles and obligates it to repurchase or redeem those assets prior to maturity, or through an agreement which both entitles or obligates it to repurchase or redeem those assets if they were not readily obtainable elsewhere. If any of these conditions are not met, the Company accounts for the transfer as a secured borrowing.

Foreign Currencies

Assets and liabilities recorded in foreign currencies are translated at the exchange rate on the date of the consolidated balance sheets. Income and expenses are translated at average rates of exchange prevailing during the year. Translation adjustments resulting from this process, which totaled ($19) for both years ended December 31, 2022 and December 31, 2021, are recorded in other income in the consolidated statements of operations. At December 31, 2022 and December 31, 2021, the Company had cash, financing receivables and debt denominated in the Canadian dollar.

Income Taxes

The Company is a LLC and has elected to be taxed as a partnership. Accordingly, the Company is not subject to federal or state income taxes. Taxable income, losses and deductions flow through to the Company’s members.

Fair Value Measurement

Fair value is defined as the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm’s length transaction at the measurement date. In determining fair value of financial instruments and intangibles, the Company uses various valuation approaches, which utilize certain assumptions that market participants would use in pricing the asset or liability, including assumptions about risk to the valuation technique. The inputs can be readily observable, market corroborated or generally unobservable internal inputs. The Company utilizes valuation techniques that rely on both observable and unobservable inputs.

Leases

The Company accounts for leases in accordance with ASC 842, Leases. Included in other assets and other liabilities on the consolidated balance sheets as of December 31, 2022 and December 31, 2021, are right of use assets and corresponding lease obligations, associated with the Company’s office spaces, of $3,267 and $4,218, respectively. The Company paid $456 and $579 for the years ended December 31, 2022 and December 31, 2021, respectively, for such leases. The Company’s aggregate scheduled remaining contractual payments under these leases are $385, $393, $401, $409, $417 and $1,637 for 2023, 2024, 2025, 2026, 2027 and thereafter, respectively.

NEF Holdings, LLC and Subsidiaries

Notes to the Consolidated Financial Statements (continued)

(In Thousands)

2. Summary of Significant Accounting Policies (continued)

Goodwill and Intangible Asset

Goodwill represents the excess of consideration paid for the Company over the fair value of the related assets acquired and liabilities assumed from the acquisition of the Company on July 31, 2017, as discussed in note 1. As discussed in note 4, in connection with the acquisition of the assets of one of its former customers, the Company acquired an intangible asset related to customer relationships with a five year useful life. For the years ended December 31, 2022 and December 31, 2021, the Company recorded amortization expense of $0 and $1,669, respectively. In February 2022, the Company sold substantially all of the assets of NEF Auto Transport, including the intangible asset related to customer relationships of $767 (see note 4).

The Company assesses goodwill for impairment, annually or more frequently if events or changes in circumstances

occur, by comparing the carrying value to its fair value. If the fair value is less than the carrying value, an impairment charge is recorded in that period. Goodwill recognized in business combinations is assigned to the reporting units that are expected to benefit from the combination as of the acquisition date. Goodwill is not amortized; rather goodwill is tested annually for impairment or more frequently upon the occurrence of certain events or substantive changes in circumstances. The Company has the option to perform a qualitative assessment to determine if an impairment is more likely than not to have occurred. If the conclusion is supported that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then the Company would not need to perform a quantitative impairment test. If the conclusion cannot be supported, or if the Company does not elect to do the qualitative assessment, then the Company will perform a quantitative assessment. If a quantitative goodwill impairment test is performed, the Company utilizes a combination of market and income valuation approaches. If the fair value of a reporting unit is less than its carrying value, an impairment loss is recorded to the extent that the fair value of the reporting unit is less than its carrying value. No impairment of goodwill resulted from the annual impairment assessment in 2022 or 2021.

3. New Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13 – Financial Instruments – Credit Losses. This amendment will require companies to broaden the information considered in developing its expected credit loss estimates on financing receivables measured either individually or collectively. In November 2019, the FASB issued ASU 2019-10, Financial Instruments – Credit Losses, which delayed the effective date of ASU 2016-13. This amendment is effective for the Company for the fiscal year beginning after December 15, 2022. The Company has evaluated the impact that this standard will have on its consolidated balance sheets and consolidated statements of operations, and has determined that the impact will be immaterial to the consolidated financial statements as a whole.

4. Business Combinations

On December 11, 2018, the Company, through its wholly owned subsidiary NEF Auto Transport, acquired the assets of a privately held auto transport hauler. The entity, which was one of the Company’s former customers, was acquired out of bankruptcy in satisfaction of all of the amounts due to the Company. Total consideration of $7,082 (of which $250 was in the form of cash) was allocated to the fair value of the identifiable assets acquired and liabilities assumed. In connection with the acquisition, the Company recorded an intangible asset of $3,950, which was included in other assets in the consolidated balance sheets, net of accumulated amortization.

NEF Holdings, LLC and Subsidiaries

Notes to the Consolidated Financial Statements (continued)

(In Thousands)

4. Business Combinations (continued)

On January 17, 2019, the Company, through its wholly owned subsidiary NEF Auto Transport, acquired a privately owned auto transport carrier based in Enumclaw, Washington. Total consideration of $975 was allocated to the fair value of the identifiable assets acquired and liabilities assumed, which included cash of $33, receivables of $197, fixed assets of $788, other assets of $37, and payables of $80.

During 2019, the Company integrated the operations of both auto transport carriers to form one business and reporting unit. For the years ended December 31, 2022 and December 31, 2021 such operations generated net losses of $17 and $4,367, respectively, which included revenues of $517 and $3,350, respectively and direct costs of $534 and $3,519, respectively.

In February 2022, the Company sold substantially all of the assets of NEF Auto Transport for gross proceeds of $2,850, which included $150 of cash at closing and the remainder in the form of a note from the buyer which is included in financing receivables in the consolidated balance sheets. The assets sold included auto hauling trucks and ancillary equipment of $1,683 and an intangible asset related to customer relationships of $767, both of which are included in other assets held for sale on the consolidated balance sheets at December 31, 2021. Subsequent to the sale, the Company ceased all operations of NEF Auto Transport.

5. Financing Receivables

Net investment in direct finance leases consists of the following at December 31, 2022 and December 31, 2021:


	2022			2021
Gross finance lease receivables	$	106,866		$	120,036
Guaranteed residuals		15,108			22,729
Unguaranteed residuals		12,088			18,838
Unearned income		(22,425	)		(27,317	)
Deferred non-refundable fees collected		(281	)		(370	)
Deferred initial direct costs paid		480			549

		111,836			134,465
Purchase accounting valuation adjustment		(112	)		(112	)

Total net investment in direct finance leases	$	111,724		$	134,353

Secured loans, net, consist of the following at December 31, 2022 and December 31, 2021:


	2022			2021
Secured loans, principal	$	84,294		$	80,252
Accrued interest receivable		336			314

Total secured loans, gross		84,630			80,566
Deferred non-refundable fees collected		(54	)		(67	)
Deferred initial direct costs paid		402			449

		84,978			80,948
Purchase accounting valuation adjustment		(976	)		(976	)

Total secured loans, net	$	84,002		$	79,972

NEF Holdings, LLC and Subsidiaries

Notes to the Consolidated Financial Statements (continued)

(In Thousands)

5. Financing Receivables (continued)

Aggregate scheduled payments, contractual maturities including guaranteed residuals and unguaranteed residuals by year on the fixed and floating-rate secured loans and direct finance leases at December 31, 2022, are as follows:


	2023		2024		2025		2026		2027		Thereafter		Total
Secured loans:
Fixed Rate	$	34,884	$	17,084	$	9,764	$	12,283	$	6,723	$	—	$	80,738
Floating Rate		3,556		—		—		—		—		—		3,556
Direct Finance Leases		37,514		28,047		32,104		22,537		5,186		8,674		134,062

Total	$	75,954	$	45,131	$	41,868	$	34,820	$	11,909	$	8,674	$	218,356

6. Allowance for Losses on Financing Receivables

The Company monitors the internal risk rating of each customer. The internal risk rating was developed by the Company and is fully described in the Company’s credit policies and procedures. The internal risk rating gives heavy weighting to collateral coverage and fixed charge coverage of the customer. It also takes into account the customer’s leverage as well as subjective factors including industry cyclicality, quality of management and liquidity.

A financing receivable is considered impaired when it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the agreement. As of December 31, 2022 and December 31, 2021, the Company maintained a specific allowance for losses of $1,659 and $0 on financing receivables of $4,318 and $0, respectively, and a general allowance for losses of $3,237 and $3,339, respectively, on the remaining portfolio of financing receivables.

7. Equipment on Lease, net

At December 31, 2022, the Company had no equipment under operating lease. At December 31, 2021, equipment under operating lease consists of a crane with a cost basis of $1,470, net of accumulated depreciation of $270 for a net balance of $1,200. Total depreciation expense relating to equipment under operating leases for the years ended December 31, 2022 and December 31, 2021 was $0 and $342, respectively, and is included in depreciation and amortization expense on the consolidated statements of operations. Income from operating leases totaled $0 and $553 for the years ended December 31, 2022 and December 31, 2021, respectively.

8. Fixed Assets, net

At December 31, 2022 and December 31, 2021, fixed assets, net consists of the following:


	2022			2021
Leasehold improvements	$	153		$	153
Furniture and fixtures		141			148
Automobile		59			59
Office equipment		45			40
Computers		35			53
Software		30			34

Fixed assets, gross		463			487
Accumulated depreciation		(138	)		(109	)

Fixed assets, net	$	325		$	378

NEF Holdings, LLC and Subsidiaries

Notes to the Consolidated Financial Statements (continued)

(In Thousands)

8. Fixed Assets, net (continued)

Depreciation and amortization expense related to fixed assets totaled $86 and $897 for the years ended December 31, 2022 and December 31, 2021, respectively. For the years ending 2023, 2024 and 2025, the Company will recognize annual amortization expense related to software of $8, $6, and $2, respectively.

9. Senior Secured Credit Facility

Senior secured credit facility consists of the following at December 31, 2022 and December 31, 2021:


	2022			2021
Senior secured credit facility, principal	$	114,977		$	118,002
Accrued interest payable		674			242
Unamortized deferred financing costs		(280	)		(761	)

Total senior secured credit facility	$	115,371		$	117,483

At December 31, 2022 and December 31, 2021, Fund I maintained a revolving credit facility (the “Facility”) which consists of two separate revolvers, one for U.S. dollars and one for Canadian dollars. The total availability on the U.S. dollar revolver is $180,000 and the total availability on the Canadian dollar revolver is the lesser of CAD 45,000 and the U.S. dollar equivalent of $33,957. Interest is based on London Interbank Offering Rate (“LIBOR”), plus an applicable margin. The applicable margin ranges from 2.25% to 2.50% based on Fund I’s leverage ratio. The leverage ratio represents the ratio of the outstanding balance of the Facility to Fund I’s total member’s capital, as described in the Facility agreement. All assets of Fund I are pledged as collateral under the Facility. Fund I is also required to pay a 0.375% per annum unused line fee. The Facility requires Fund I and the Company to maintain certain periodic financial covenants surrounding capitalization, cash flow and default, delinquency and charge-off ratios. The Company provides a limited guaranty to the Facility for all interest, fees and expenses that cannot otherwise be charged to Fund I. The Facility has a contractual maturity date of July 31, 2023, with the principal payable in full at maturity. The Company expects to renew the facility in early 2023.

10. Employee Compensation and Benefit Plans

As of December 31, 2022, the Company employed personnel at its headquarters in Wilton, Connecticut and regional offices throughout the United States. Employee compensation and benefits are comprised of base salaries, discretionary bonuses, health care benefits, employer 401(k) contributions and payroll taxes. As a part of their employment agreements, certain members of senior management are eligible for an annual bonus amount, which is calculated as a percentage of their annual salaries, based on certain financial performance metrics, as described in their employment agreements.

Effective August 1, 2017, the Company formed a Long-Term Incentive Plan (“LTIP”) that provides for an annual bonus pool to certain members of senior management based on the Company achieving certain performance criteria.

The Company sponsors a 401(k) plan, where the Company contributes a defined percentage of employees’ annual earnings up to the maximum annual contribution amount as determined by the Internal Revenue Service.

NEF Holdings, LLC and Subsidiaries

Notes to the Consolidated Financial Statements (continued)

(In Thousands)

11. Fair Value of Financial Instruments

FASB ASC 820, Fair Value Measurements (“ASC 820”), establishes a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect management’s market assumptions.

These two types of inputs create the following fair value hierarchy:

Level 1 – Quoted prices for identical instruments in active markets.

Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, such as interest rates and foreign exchange rates that are observable at commonly quoted intervals. Financial assets utilizing Level 2 inputs include interest rate caps.

Level 3 – Unobservable inputs.

As of December 31, 2022 and December 31, 2021, the Company measured its interest rate caps at fair value on a recurring basis. Total fair value of such derivative instruments as of December 31, 2022 and December 31, 2021 was $1,865 and $307, respectively, which was classified as Level 2 in the fair value hierarchy by the Company. The fair value of interest rate caps are measured using discounted cash flow calculations based on observable inputs from the relevant interest/exchange rate curves in effect at December 31, 2022 and December 31, 2021.

ASC 820 also requires that the Company disclose estimated fair values for its financial instruments. No quoted market exists for the Company’s financial instruments. Therefore, fair value estimates are based on judgments, risk characteristics of various financial instruments and other factors. Changes in these assumptions could significantly affect the estimates.

The Company estimates the carrying amounts of cash approximated its fair values as of December 31, 2022 and December 31, 2021. Since there is no liquid secondary market for the Company’s financing receivables, the Company estimates the fair value of its secured loans and net investment in direct finance leases by comparing the average yield of the portfolio to recent issuances of similar loans and leases. Further, based on the Company’s review of the terms of the Facility and its loans from affiliate, as well as valuations from its lenders, management determined that the carrying value of its senior secured credit facility approximated fair value.

The carrying amount and estimated fair values of the Company’s financial instruments at December 31, 2022 and December 31, 2021 were as follows:


	2022				2021
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Financial assets:
Cash and restricted cash	$	12,710	$	12,710	$	9,060	$	9,060
Net investment in direct finance leases		108,264		108,130		132,370		132,491
Secured loans, net		82,566		81,157		78,616		78,814

Total financing receivables, net of allowances		190,830		189,287		210,986		211,305
Financial liabilities:
Senior secured credit facility	$	115,371	$	115,371	$	117,483	$	116,571
Loans from Affiliate		16,342		16,482		30,703		30,703

NEF Holdings, LLC and Subsidiaries

Notes to the Consolidated Financial Statements (continued)

(In Thousands)

12. Concentration of Credit Risk

Financing receivables subject the Company to credit risk. The Company monitors its portfolios by evaluating each of the customer’s financial condition and collateral. The Company’s maximum exposure to credit risk at December 31, 2022 and December 31, 2021, without considering the underlying collateral, is represented by the carrying value of the financing receivables in the consolidated balance sheets. The Company monitors its financing receivables for geographic concentrations.

The following table reflects such concentrations as of December 31, 2022 and December 31, 2021:


Geographic Concentration

	2022			2021
Texas	$	32,153	Colorado	$	26,904
New York		23,935	Texas		24,079
Colorado		22,564	Washington		23,010
Louisiana		16,759	Louisiana		19,410
Kentucky		13,635	New York		17,622
Missouri		13,301	Missouri		13,564
Tennessee		8,032	Pennsylvania		9,777
Pennsylvania		6,883	Florida		7,750
British Columbia (Canada)		6,440	Kentucky		6,219
Florida		6,377	North Carolina		5,476
Washington		4,678	Wisconsin		5,028
Wisconsin		4,520	Massachusetts		4,791
Maine		4,318	Maine		4,440
Other U.S. states / Canada		32,131	Other U.S. states / Canada		46,255

Total financing receivables, gross	$	195,726	Total financing receivables, gross	$	214,325

The amount and type of collateral required depends on an assessment of the credit risk of the counterparty. Guidelines are implemented regarding the acceptability of types of collateral and valuation parameters. Typically, the Company obtains access to collateral either through direct ownership or by a first lien security interest.

The Company also monitors its financing receivables for collateral concentrations. The following tables reflect such concentrations as of December 31, 2022 and December 31, 2021:


Collateral Concentrations

	2022			2021
Tractors	$	23,051	Tow boats	$	23,010
Barge rigs		18,283	Tractors		20,097
Trucks		13,947	Barge rigs		18,283
Loaders		13,732	Helicopters		18,112
Barges		13,224	Cranes		17,751
Aircraft		12,671	Aircraft		12,594
Package sorting equipment		11,439	Flight Simulators		11,785
All other		89,379	All other		92,693

Total financing receivables, gross	$	195,726	Total financing receivables, gross	$	214,325

At December 31, 2022 and December 31, 2021, the Company had financing receivables outstanding to one customer that approximated 9% and 9%, respectively, of total financing receivables for each period.

NEF Holdings, LLC and Subsidiaries

Notes to the Consolidated Financial Statements (continued)

(In Thousands)

13. Contingencies and Commitments

As of December 31, 2022, the Company had a U.S. and a Canadian revolver financing arrangement with a total outstanding balance of $3,593 and CAD 637 respectively, which are included in financing receivables, net in the consolidated balance sheets. As of December 31, 2021, the Company had a U.S. and a Canadian revolver financing arrangements with a total outstanding balance of $3,530 and CAD 455 respectively, which are included in financing receivables, net in the consolidated balance sheets. The Company’s maximum commitments under the U.S. and Canadian revolvers were $4,000 and CAD 1,500, respectively, for both years ending December 31, 2022 and December 31, 2021.

14. Member’s Capital

At December 31, 2022 and December 31, 2021, NEFCORP owns 100 Class A units and NEFPASS owns 100 Class B units, which represent the entire capital of the Company.

15. Subsequent Events

The Company has evaluated subsequent events through February 16, 2023, the issuing date of the consolidated financial statements.

EX-99.3

Exhibit 99.3

KBH Topco, LLC

Consolidated Financial Statements and

Independent Auditor’s Report

December 31, 2022 and 2021

KBH TOPCO, LLC

TABLE OF CONTENTS


	Page

INDEPENDENT AUDITOR’S REPORT		1 - 2

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Balance Sheets		3

Consolidated Statements of Comprehensive Income		4

Consolidated Statements of Changes in Members’ Equity		5

Consolidated Statements of Cash Flows		6

Notes to the Consolidated Financial Statements		7 - 18

LOGO

INDEPENDENT AUDITOR’S REPORT

To the Management of

KBH Topco, LLC

Opinion

We have audited the accompanying consolidated financial statements of KBH Topco, LLC, which comprise the consolidated balance sheets as of December 31, 2022 and 2021, and the related consolidated statements of comprehensive income, changes in members’ equity, and cash flows for the years ended December 31, 2022 and 2021, and the related notes to the consolidated financial statements.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of KBH Topco, LLC as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the years then ended, in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are required to be independent of KBH Topco, LLC and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with

accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is required to evaluate whether there are conditions or events considered in the aggregate, that raise substantial doubt about KBH Topco, LLC’s ability to continue as a going concern within one year after the date that the consolidated financial statements are available to be issued.

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with generally accepted auditing standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the consolidated financial statements.

LOGO

In performing an audit in accordance with generally accepted auditing standards, we:

•

Exercise professional judgment and maintain professional skepticism throughout the audit.

•

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of KBH Topco, LLC’s internal control. Accordingly, no such opinion is expressed.

•

Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about KBH Topco, LLC’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control related matters that we identified during the audit.

LOGO

Bannockburn, Illinois

February 15, 2023

KBH TOPCO, LLC

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2022 AND 2021


ASSETS
	2022		2021
Cash	$	6,155,829	$	7,049,803
Accounts receivable, net		15,652,128		16,503,537
Inventory, prepaid expenses, deposits and other assets		6,277,886		8,079,273
Investment in sales-type and direct finance leases, net		79,084,973		80,796,043
Equipment under operating leases at cost, net of accumulated depreciation of $144,939,920 and $88,877,030 as of December 31, 2022 and 2021, respectively		530,350,075		490,109,858
Equipment used in operations at cost, net of accumulated depreciation of $323,402 and $178,018 as of December 31, 2022 and 2021, respectively		541,173		521,899
Right-of-use assets, real estate used in operations		3,724,781		—
Goodwill		135,364,402		135,364,402

	$	777,151,247	$	738,424,815


LIABILITIES AND MEMBERS’ EQUITY
LIABILITIES
Accounts payable and accrued expenses	$	15,685,699	$	13,840,502
Leased equipment accounts payable		19,879,045		17,648,150
Customer deposits and advanced payments		2,361,870		6,600,875
Lease liabilities, real estate used in operations		3,795,511		—
Distributions payable		4,500,000		4,000,000
Deferred income tax liability		9,637,123		5,042,391
Notes payable - Recourse		135,252,630		125,094,236
Secured borrowings		63,134,022		102,353,580
Notes payable - Non-recourse		296,835,798		233,276,889
Senior secured debt - Related-party		80,000,000		80,000,000

		631,081,698		587,856,623
MEMBERS’ EQUITY		146,069,549		150,568,192

	$	777,151,247	$	738,424,815

The accompanying notes are an integral part of these statements.

Page 3

KBH TOPCO, LLC

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

YEARS ENDED DECEMBER 31, 2022 AND 2021


	2022			2021
REVENUE
Leasing revenues	$	177,594,714		$	164,829,634
Sales of equipment and software		111,468,003			74,367,255
Transfers of financial assets		3,619,883			5,392,972
Service revenues		1,365,200			1,201,238
Other income		4,712,363			97,399

		298,760,163			245,888,498

DIRECT LEASING EXPENSES AND COST OF EQUIPMENT SOLD
Depreciation of equipment		83,870,441			85,447,004
Interest expense - Recourse debt		5,964,426			4,518,691
Interest expense - Secured borrowings		4,093,820			6,086,340
Interest expense - Non-recourse debt		10,547,276			8,438,114
Interest expense - Senior secured debt - related party		7,315,080			6,488,889
Cost of goods and services sold		128,513,108			88,145,805

		240,304,151			199,124,843

GROSS MARGIN		58,456,012			46,763,655
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES		40,326,719			30,277,701

INCOME BEFORE INCOME TAX PROVISION		18,129,293			16,485,954
INCOME TAX PROVISION		4,841,905			4,334,549

NET INCOME		13,287,388			12,151,405
OTHER COMPREHENSIVE LOSS
Foreign currency translation adjustment		(386,031	)		(158,345	)

COMPREHENSIVE INCOME	$	12,901,357		$	11,993,060

The accompanying notes are an integral part of these statements.

Page 4

KBH TOPCO, LLC

CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS’ EQUITY

YEARS ENDED DECEMBER 31, 2022 AND 2021


						Accumulated
						Other
	Common Units					Comprehensive
	Units		Amount			Income (loss)			Total
BALANCE - JANUARY 1, 2021		84,000,000	$	155,670,420		$	247,570		$	155,917,990
Net income		—		12,151,405			—			12,151,405
Other comprehensive loss		—		—			(158,345	)		(158,345	)
Distributions		—		(17,342,858	)		—			(17,342,858	)

BALANCE - DECEMBER 31, 2021		84,000,000		150,478,967			89,225			150,568,192
Net income		—		13,287,388			—			13,287,388
Other comprehensive loss		—		—			(386,031	)		(386,031	)
Distributions		—		(17,400,000	)		—			( 17,400,000	)

BALANCE - DECEMBER 31, 2022		84,000,000	$	146,366,355		$	(296,806	)	$	146,069,549

The accompanying notes are an integral part of these statements.

Page 5

KBH TOPCO, LLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2022 AND 2021


	2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	13,287,388		$	12,151,405
Adjustments to reconcile net income to net cash provided by operating activities:
Sales-type and direct finance lease receipts		33,708,587			40,404,348
Earned income from sales-type and direct finance leases		(4,375,939	)		(5,157,268	)
Depreciation and amortization		84,031,835			85,617,265
Non-cash lease expense, real estate used in operations		733,593			—
Provision for losses and impairments of equipment off lease		14,430,739			15,224,574
Deferred income taxes		4,594,732			4,283,422
Changes in operating assets and liabilities:
Accounts receivable		851,409			1,188,541
Inventory, prepaid expenses, deposits and other assets		859,297			618,299
Accounts payable and accrued expenses		1,845,197			2,968,563
Customer deposits and advanced payments		(4,239,005	)		(788,729	)
Lease liabilities, real estate used in operations		(662,863	)		—

Net Cash Provided By Operating Activities		145,064,970			156,510,420

CASH FLOWS FROM INVESTING ACTIVITIES
Investment in sales-type and direct finance leases		(30,745,196	)		(30,298,539	)
Purchases of equipment under operating leases		(200,232,804	)		(149,176,126	)
Proceeds from sales of equipment and software		68,007,509			49,299,822
Purchases of equipment used in operations		(200,167	)		(96,134	)

Net Cash Used In Investing Activities		(163,170,658	)		(130,270,977	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable - recourse		326,431,257			233,345,186
Principal payments on notes payable - recourse		(316,272,863	)		(232,795,537	)
Principal payments on secured borrowings		( 39,219,558	)		(40,993,404	)
Proceeds from notes payable - non-recourse		196,829,996			185,871,270
Principal payments on notes payable - non-recourse		(133,271,087	)		(159,645,661	)
Distributions paid		(16,900,000	)		(13,342,858	)

Net Cash Provided By (Used In) Financing Activities		17,597,745			(27,561,004	)

EFFECTS OF CURRENCY TRANSLATION		(386,031	)		( 158,345	)

NET CHANGE IN CASH		(893,974	)		(1,479,906	)
CASH - BEGINNING OF YEAR		7,049,803			8,529,709

CASH - END OF YEAR	$	6,155,829		$	7,049,803

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid	$	27,710,221		$	26,747,795

SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING ACTIVITIES
Business combination measurement period adjustments	$	—		$	1,450,621

The accompanying notes are an integral part of these statements.

Page 6

KBH TOPCO, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation and Financial Reporting. The accompanying consolidated financial statements include the accounts of KBH Topco, LLC, a Delaware limited liability company (“KBHT”) formed on October 29, 2020, and its wholly-owned subsidiaries (each organized as either a Nevada limited liability company or a Delaware limited liability company), collectively referred to as the “Company.” All significant intercompany accounts and transactions have been eliminated in consolidation. In November 2020, 87.50% of the Company was acquired by SLR Investment Corp. f/k/a Solar Capital Ltd. (“SLR”).

Description of Business. The Company leases, rents, sells, manages, and remarkets technology, industrial, healthcare, and other general equipment and software. Their customers are located throughout the United States, Canada, France, Spain, Italy, and the United Kingdom.

Management Estimates and Assumptions. The preparation of these consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could materially differ from those estimates. Significant estimates and assumptions are used for, but not limited to: (1) estimated useful lives and residual values of equipment under operating and sales-type leases; (2) classification of leases; (3) impairment of equipment; (4) impairment of goodwill; (5) revenue recognition; (6) allowance for doubtful accounts; and (7) valuation of net deferred income tax assets or liabilities. Future events and their effects cannot be predicted with certainty; accordingly, accounting estimates require the exercise of judgment. Accounting estimates used in the preparation of these consolidated financial statements change as new events occur, as more experience is acquired, as additional information is obtained, and as the operating environment changes.

Concentration of Credit Risk. The Company regularly maintains bank balances that exceed Federal Deposit Insurance Corporation limits.

Leases. The Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 842, Leases on January 1, 2022. The standard modifies the accounting, presentation and disclosures for both lessors and lessees. The Company elected the optional transition method to apply the transition provisions from the effective date of adoption, which requires the Company to report the cumulative effect of the standard on the date of adoption with no changes to the prior period balances. There was no cumulative effect to beginning members’ equity as of January 1, 2022, from the adoption of FASB ASC 842. Pursuant to the practical expedients, the Company elected not to reassess: (i) whether expired or existing contracts are or contain leases, (ii) the lease classification for any expired or existing leases, or (iii) initial direct costs for any existing leases.

Lessor Accounting - Leases not classified as a sales-type or direct finance lease are classified as operating leases. If a lease meets one or more of the following five criteria at lease commencement, the lease is classified as a sales-types lease:

•

The lease transfers ownership of the underlying asset to the lessee by the end of the lease term;

•

The lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise;

•

The lease term is for a major part of the remaining estimated economic life of the underlying asset;

•

The present value of the sum of the lease payments and any residual value guaranteed by the lessee that is not already reflected in the lease payments equals or exceeds substantially all of the fair value of the underlying asset; or

•

The underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease.

When none of the sales-type lease criteria have been met, leases are classified as operating leases unless both of the following criteria are met, in which case the lessor shall classify the leases as direct finance leases: (1) the present value of the sum of the lease payments and any residual value guaranteed by the lessee and/or third party unrelated to the lessor equals or exceeds substantially all of the fair value of the underlying asset and (2) it is probable that the lessor will collect the lease payments plus any amount necessary to satisfy a residual value guarantee.

(Continued)

The accompanying notes are an integral part of these statements.

Page 7

KBH TOPCO, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Leases. Lessor Accounting (Concluded) – Residual Values - The estimated residual values of equipment at the end of the useful life are recorded at the inception of each lease. The estimated residual values vary as a percentage of the original equipment cost and depend upon the equipment type. Residual values for sales-type and direct finance leases are recorded at their net present value and the unearned income is amortized over the life of the lease using the effective interest method. The residual values for operating leases are included in the leased equipment’s net book value. The Company manages and evaluates residual value risk by performing periodic reviews and any impairment, other than temporary, is recorded in the period in which the impairment is determined. No upward revision of residual values is made subsequent to lease inception.

Property taxes paid by the lessor which are reimbursed be the lessee are considered to be lessor costs of owning the asset and are recorded gross with revenue in other income and expense recorded in selling, general and administrative expenses. The Company elected a lessor accounting policy to exclude sales taxes and other similar taxes on lease revenue-producing transactions collected from the lessee from revenue and expenses.

Lessor accounting was not fundamentally changed by FASB ASC 842 and remains similar to FASB ASC 840 and did not have a significant impact on classification of leases between sales-type, direct finance and operating.

Lessee Accounting - Operating lease right-of-use assets and operating lease liabilities are recognized at the present value of the future lease payments, generally for the base non-cancelable lease term, at the lease commencement date for each lease. The Company has elected a policy to use a risk-free rate as the discount rate used to determine the present value of the future lease payments because the interest rate implicit in most of the Company’s leases is not readily determinable. The Company’s lease agreements may contain lease and non-lease components. Variable lease payments are not included in the measurement of the right-of-use asset and lease liability, and they are recognized as lease expense is incurred.

Leases may contain options to renew or terminate lease terms. The exercise of these lease options is generally at the Company’s sole discretion and included in the right-of-use asset and lease liability. The Company elected to apply the short-term lease measurement and recognition exemption to its leases where applicable.

Variable lease payments predominantly relate to variable operating expenses including common area maintenance, property taxes and other operating expenses. The Company records the amortization of the right-of-use asset and the interest accretion on the lease liability for operating leases as a component of selling, general, and administrative expenses in the statement of comprehensive income.

When lease agreements provide allowances for leasehold improvements, the Company assesses whether it is the owner of the leasehold improvements for accounting purposes. When the Company concludes that it is the owner, it capitalizes the leasehold improvement assets and recognizes the related amortization expense on a straight-line basis over the lesser of the related lease term, including renewals that are reasonably assured of being exercised, or the estimated useful life of the asset. Additionally, the Company recognizes the amounts of allowances to be received from the lessor as a reduction of the lease liability and the associated right-of-use asset. When the Company concludes that it is not the owner, the payments that the Company makes towards the leasehold improvements are accounted for as a component of the lease payments.

Revenue Recognition. The Company recognizes revenue in accordance with the following accounting standards: (1) FASB ASC 842, Leases (FASB ASC 840 for the year ended December 31, 2021), (2) FASB ASC 860, Transfers and Servicing, and (3) FASB ASC 606, Revenue from Contracts with Customers.

Revenue from Leasing Transactions under FASB ASC 842 - The Company accounts for certain leasing revenues in accordance with FASB ASC 842. The accounting for revenue is different depending on the type of lease.

(Continued)

The accompanying notes are an integral part of these statements.

Page 8

KBH TOPCO, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Revenue Recognition (Continued). Revenue from Leasing Transactions under FASB ASC 842 (Concluded) - For sales-type and direct finance leases, the Company records the net investment in leases, which consists of the sum of the minimum lease payments, initial direct costs, and unguaranteed residual value for sales-type leases and guaranteed residual value for direct finance leases (gross investment) less the unearned income. Revenue for sales-type and direct finance leases is recognized as the unearned income is amortized over the life of the lease using the effective interest method. For operating leases, rental amounts are accrued on a straight-line basis over the lease term and are recognized as leasing revenue.

Leasing revenues consist of rentals due under operating leases and the amortization of unearned income on sales-type and direct finance leases. Equipment under operating leases is recorded at cost and depreciated on a straight-line basis over the useful life.

Revenue from the Transfer of Financial Assets under FASB ASC 860 - The Company enters into arrangements to transfer the contractual payments due under sales-type and direct finance leases, which are accounted for in accordance with FASB ASC 860. These transfers are accounted for as either a pledge of collateral in a secured borrowing or a sale. For transfers accounted for as a secured borrowing, the corresponding investments serve as collateral for recourse and non-recourse notes payable. For transfers accounted for as sales, the Company derecognizes the carrying value of the asset transferred plus any liability and recognizes a net gain or loss on the sale, which are presented as transfers of financial assets in the consolidated statements of comprehensive income.

Revenue from Sales of Equipment, Software and Services under FASB ASC 606 - Under FASB ASC 606, revenue is recognized when the Company satisfies its performance obligations, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

Revenue from contracts with customers is measured based on the consideration specified in the contract with the customer, and excludes any sales incentives and amounts collected on behalf of third parties. Contracts with customers may include multiple promises that are distinct performance obligations. For such arrangements, the Company allocates the transaction price to each performance obligation based on its relative standalone selling price. A performance obligation is a promise in a contract to transfer a distinct good or service to a customer. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer. The amount of revenue recognized reflects the consideration the Company expects to be entitled to in exchange for such goods or services. After completion of the performance obligation, the Company has an unconditional right to consideration as outlined in the contract.

Service Revenues - The Company maintains service contracts for maintenance and repair services to customers for the customer owned equipment. The Company’s arrangement is typically a single performance obligation comprised of a series of distinct services that are substantially the same and that have the same pattern of transfer. The Company typically recognizes sales from these services on a straight-line basis over the period services are provided. Payments are typically due within 30 days after an invoice is sent to the customer. Invoices for services are typically sent in advance.

Equipment and Software Sales - The Company sells equipment and software to both current lessees and third parties for leased equipment, brokerage of equipment, and lease transaction sales. Sales revenue is recorded at the amount of gross consideration received. Revenue is recognized at a point in time when the Company satisfies its performance obligations. Payments are typically due upon receipt of the invoice. Invoices for equipment and software sales are typically sent in advance.

The Company has adopted certain practical expedients under FASB ASC 606 with significant items disclosed herein. The Company has elected to apply the portfolio approach practical expedient allowed under FASB ASC 606 to evaluate contracts with customers that share the same revenue recognition patterns as the result of evaluating them as a group will have substantially the same result as evaluating them individually.

(Continued)

The accompanying notes are an integral part of these statements.

Page 9

KBH TOPCO, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Revenue Recognition (Concluded). Disaggregation of Revenue - The table below summarizes the Company’s revenues as presented in the consolidated statement of comprehensive income for the year ended December 31, 2022 by revenue type and by the applicable accounting standard:


	Year Ended December 31, 2022
	FASB ASC 842		FASB ASC 860		FASB ASC 606		Total
Operating lease revenues	$	173,218,775	$	—	$	—	$	173,218,775
Sales-type and direct finance lease revenues		4,375,939		—		—		4,375,939
Sales of equipment and software		—		—		111,468,003		111,468,003
Transfers of financial assets		—		3,619,883		—		3,619,883
Service revenues		—		—		1,365,200		1,365,200
Other income		4,580,006		—		132,357		4,712,363

Total revenue	$	182,174,720	$	3,619,883	$	112,965,560	$	298,760,163

Total revenue subject to FASB ASC 606 recognized at a point in time and over time was $111,600,360 and $1,365,200, respectively, for the year ended December 31, 2022.

The table below summarizes the Company’s revenues as presented in the consolidated statement of comprehensive income for the year ended December 31, 2021 by revenue type and by the applicable accounting standard:


	Year Ended December 31, 2021
	FASB ASC 840		FASB ASC 860		FASB ASC 606		Total
Leasing revenues	$	164,829,634	$	—	$	—	$	164,829,634
Sales of equipment and software		—		—		74,367,255		74,367,255
Transfers of financial assets		—		5,392,972		—		5,392,972
Service revenues		—		—		1,201,238		1,201,238
Other income		—		—		97,399		97,399

Total revenue	$	164,829,634	$	5,392,972	$	75,665,892	$	245,888,498

Total revenue subject to FASB ASC 606 recognized at a point in time and over time was $74,464,654 and $1,201,238, respectively, for the year ended December 31, 2021.

Accounts Receivable and Allowance for Doubtful Accounts. Accounts receivable represent customer obligations, which include base monthly, quarterly, and annual rentals due under the terms of each respective customer’s lease and equipment sales. The carrying amount of accounts receivable is reduced by an allowance that reflects management’s best estimate of amounts that will not be collected. The allowance for doubtful accounts was $162,739 and $11,759 as of December 31, 2022 and 2021, respectively.

Depreciation and Amortization. Depreciation provisions for revenue-producing equipment are computed using the straight-line method over the related useful life of the equipment, after giving effect to an estimated residual value. The useful lives for leased equipment range from approximately six and ten years. For other equipment used in operations, depreciation and amortization is computed using the straight-line method over the estimated useful lives of the assets, ranging from approximately three to eight years.

(Continued)

The accompanying notes are an integral part of these statements.

Page 10

KBH TOPCO, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Goodwill. Goodwill represents the excess of the consideration paid over the estimated fair value of the net assets acquired in a business combination. The Company performs an annual impairment test for goodwill at the entity level. There were no impairment charges or triggering events for the years ended December 31, 2022 or 2021.

Foreign Operations. The functional currencies for the consolidated foreign operations are the Canadian dollar, Euro, and British pound. The translation of the applicable foreign currencies into U.S. dollars is performed for monetary balance sheet accounts using current exchange rates in effect at the balance sheet date and for revenue and expense accounts using a weighted average exchange rate during the period. Nonmonetary balance sheet accounts and related revenue, expense, gain and loss accounts are remeasured using historical rates to produce the same results as if the items had been initially recorded in U.S. dollars. The gains or losses resulting from such translation of the Canadian dollar, Euro, and British pound are included as a component of accumulated other comprehensive income in members’ equity. Assets located outside the United States and subject to foreign currency denominated transactions totaled $9,008,605 and $7,888,439 as of December 31, 2022 and 2021, respectively.

Income Taxes. The Company was formed as a limited liability company and elected to be taxed as a C-Corporation. Deferred income taxes are provided using the liability method whereby deferred income tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred income tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred income tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred income tax assets will not be realized. Deferred income tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates at the date of enactment. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred income tax assets and liabilities.

KBHT’s wholly-owned subsidiaries are disregarded entities for income tax purposes. Their operations are combined with the operations of KBHT and reported together in one income tax return.

Fair Value Measurements. Fair value accounting guidance defines fair value, establishes a framework for measuring fair value under GAAP, and expands disclosures about fair value measurements for both financial and non-financial assets. It also provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy are described as follows:

Level 1.

Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access.

Level 2.

Inputs to the valuation methodology include the following:

•

Quoted prices for similar assets or liabilities in active markets;

•

Quoted prices for identical or similar assets or liabilities in inactive markets;

•

Inputs other than quoted prices that are observable for the asset or liability;

•

Inputs that are derived principally from, or corroborated by, observable market data by correlation or other means.

If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability.

Level 3.

Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

(Continued)

The accompanying notes are an integral part of these statements.

Page 11

KBH TOPCO, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Concluded)

Fair Value Measurements (Concluded). The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

Certain assets are measured at fair value on a nonrecurring basis subsequent to initial recognition. These assets are not measured at fair value on an ongoing basis but are subject to fair value adjustments only under certain circumstances, as GAAP does not permit the recording of unrealized appreciation of equipment held for sale and leased equipment.

In certain circumstances, these assets were written down to estimated fair value when it is determined that net realizable value is below cost. Adjustments to write down certain equipment held for sale and leased equipment to their net realizable value totaled approximately $15,900,000 and $4,200,000 for the years ended December 31, 2022 and 2021, respectively, and are included within cost of equipment and software sold on the consolidated statements of comprehensive income. Equipment held for sale totaled approximately $4,100,000 and $5,300,000 as December 31, 2022 and 2021, respectively, and is included within inventory, prepaid expenses, deposits and other assets on the consolidated balance sheets.

The Company records the assets acquired and liabilities assumed, including contingent liabilities, at estimated fair value on the date of the acquisition. The transactions were recorded under the acquisition method of accounting whereby the assets acquired and liabilities assumed were recognized at estimated fair value using level 3 inputs. The estimated fair values of assets acquired and liabilities assumed are preliminary, pending the completion of various analyses and the finalization of estimates. During the measurement period (which is not to exceed one year from each acquisition date), additional assets or liabilities may be recognized if new information is obtained about facts and circumstances that existed as of the acquisition dates that, if known, would have resulted in the recognition of those assets or liabilities as of each respective date. The preliminary allocations may be adjusted after obtaining additional information regarding, among other things, asset valuations, liabilities assumed and revisions of previous estimates.

Recent Accounting Pronouncements. In January 2017, FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This ASU removes the second step of the test where the Company compares the implied fair value of goodwill with the carrying amount of that goodwill for that reporting unit. An impairment charge equal to the amount by which the carrying amount of goodwill for the reporting unit exceeds the implied fair value of that goodwill is recorded, limited to the amount of goodwill allocated to that reporting unit. An entity will apply a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit’s carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The new guidance does not amend the optional qualitative assessment of goodwill impairment. The new guidance is effective for fiscal years beginning after December 15, 2021, with early adoption permitted. Adoption of this standard had no material impact to the accompanying consolidated financial statements.

In June 2016, FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, to revise the criteria for the measurement, recognition, and reporting of credit losses on financial instruments to be recognized when expected. This update is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. Management is currently evaluating this standard.

Reclassification. Certain reclassifications were made to the 2021 financial statements to conform with the 2022 presentation. Such reclassifications had no impact on previously reported consolidated net income or members’ equity.

The accompanying notes are an integral part of these statements.

Page 12

KBH TOPCO, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 – INVESTMENT SALES-TYPE AND DIRECT FINANCE LEASES, NET

The investment in sales-type and direct finance leases consisted of the following as of December 31:


	2022		2021
Minimum lease payments	$	79,264,530	$	79,388,382
Estimated residual value		10,415,588		9,605,695

Subtotal		89,680,118		88,994,077
Less: Unearned lease income		10,595,145		8,198,034

Investment in sales-type and direct finance leases, net	$	79,084,973	$	80,796,043

NOTE 3 – FUTURE MINIMUM LEASE PAYMENTS TO BE RECEIVED

Approximate future minimum lease payments to be received under the terms of the non-cancelable operating, sales-type and direct finance leases as of December 31, 2022 were as follows:


Year Ending December 31	Sales-type and direct finance		Operating		Total
2023	$	25,560,000	$	106,309,000	$	131,869,000
2024		18,870,000		75,869,000		94,739,000
2025		13,820,000		49,239,000		63,059,000
2026		10,190,000		29,059,000		39,249,000
2027		7,114,000		20,619,000		27,733,000
Thereafter		3,711,000		19,452,000		23,163,000

Total minimum lease payments		79,265,000	$	300,547,000	$	379,812,000

Less: Unearned Income		10,595,000

Sales-type and direct finance lease receivable, at present value	$	68,670,000

NOTE 4 – DEBT

Secured Borrowings. The Company enters into arrangements to transfer the contractual payments due under sales-type, direct finance and operating leases. Due to the rights retained on certain lease participations sold, the Company is deemed to have retained effective control over these leases and therefore these transfers are accounted for as secured borrowings. As of December 31, 2022, the Company has secured borrowing agreements totaling $63,134,022 of which $6,841,422 was recourse and $56,292,600 was non-recourse. As of December 31, 2021, secured borrowing agreements totaled $102,353,580 of which $11,786,767 was recourse and $90,566,813 was non-recourse. These secured borrowing agreements have various maturity dates through 2028 and interest rates ranging from 3.20% and 5.28%. The investment in sales-type and direct finance leases and the equipment under operating leases pledged under these secured borrowing agreements were $1,616,955 and $79,928,883, respectively, as of December 31, 2022 and $5,781,120 and $115,961,247, respectively, as of December 31, 2021.

(Continued)

The accompanying notes are an integral part of these statements.

Page 13

KBH TOPCO, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 – DEBT (Continued)

Secured Borrowings (Concluded). Principal payments on secured borrowings as of December 31, 2022 were due as follows:


Year Ending December 31	Amount
2023	$	25,405,717
2024		19,212,021
2025		14,783,966
2026		3,436,662
2027		226,913
Thereafter		68,743

	$	63,134,022

Notes Payable - Recourse. The Company has recourse borrowing arrangements with various financial institutions with $135,252,630 and $125,094,236 of recourse debt outstanding as of December 31, 2022 and 2021, respectively. Various rate structures for each line pricing exist, based upon either the U.S. prime rate (7.50% at December 31, 2022, “Prime”) plus a spread, or based upon 30-day Secured Overnight Financing Rate (“SOFR”) plus a spread, or the like term swap rate for the investment period, plus 2.50% to 4.50%. Borrowings are collateralized by either a first lien on the equipment and assignment of rent or a second lien on the equipment representing the leased equipment’s residual values.

Under a $30,000,000 facility, maturing in August 2024, principal payments are determined by the maturities of the underlying equipment leases, of which $19,951,536 and $23,582,986 was outstanding as of December 31, 2022 and 2021, respectively. Balances are priced at Prime plus 1.50%, with a floor of 5.00%. Outstanding balances as of December 31, 2022 were due between January 2023 and December 2025. The debt agreement includes covenants for minimum tangible net worth and leverage.

Under a $55,000,000 facility maturing in July 2024, $45,000,000 of the facility was secured by a first lien on the equipment, with principal payments due based on the following schedule: the first two months of borrowing are interest only, after which 1.00% of the original principal is due on the first of each month, and then at six months from the date of the individual borrowing for the purchase of the equipment, the remaining principal balance is due. On this facility, $28,903,069 and $32,541,965 was outstanding as of December 31, 2022 and 2021, respectively. Additionally, $10,000,000 of this facility was able to be used for borrowings on a term basis, secured by a first lien on the equipment representing the leased equipment’s residual values and assignment of rent, of which $471,312 and $412,067 was outstanding as of December 31, 2022 and 2021, respectively. The debt agreement includes covenants for minimum tangible net worth.

Under a $50,000,000 facility maturing in November 2024, principal payments are due based on the following schedule: the first two months of borrowing are interest only, after which 1.00% of the original principal is due on the first of each month, and then at six months from the date of the individual borrowing for the purchase of the equipment, the remaining principal balance is due. On this facility, $27,944,804 and $18,858,589 was outstanding as of December 31, 2022 and 2021, respectively. Additionally, $10,000,000 of this facility is able to be used for borrowings on a term basis, secured by a second lien on the equipment representing the leased equipment’s residual values, of which $6,580,105 and $5,859,129 was outstanding as of December 31, 2022 and 2021, respectively. The debt agreement includes covenants for minimum tangible net worth.

Under a $27,000,000 facility, subject to annual review, borrowings are collateralized by either a first lien on the equipment and assignment of rents or a second lien on the equipment representing the leased equipment’s residual values subject to a cap on residuals of $8,000,000. On this facility, $3,154,227 and $3,836,082 was outstanding as of December 31, 2022 and 2021, respectively. Outstanding balances as of December 31, 2022 were due between January 2023 and January 2028.

(Continued)

The accompanying notes are an integral part of these statements.

Page 14

KBH TOPCO, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 – DEBT (Continued)

Notes Payable - Recourse (Continued). Under a $7,000,000 facility, subject to annual review, borrowings are collateralized by a combination of first lien on the equipment and assignment of rents and a second lien on the equipment representing the leased equipment’s residual values. On this facility, $481,950 and $2,776,787 was outstanding as of December 31, 2022 and 2021, respectively. Outstanding balances as of December 31, 2022 were due between January 2023 and September 2025.

Under a $10,000,000 facility, subject to annual review, borrowings are collateralized by a combination of first lien on the equipment and assignment of rents and a second lien on the equipment representing the leased equipment’s residual values. Rates are determined at the time of discounting based on the underlying lease term. On this facility, $2,703,153 and $3,365,554 was outstanding as of December 31, 2022 and 2021, respectively. Outstanding balances as of December 31, 2022 were due between January 2023 and July 2026. Management is currently in the processes of renewing this facility with the financial institution.

Under a $15,000,000 facility, subject to annual review, borrowings are collateralized by a combination of first lien on the equipment and assignment of rents and a second lien on the equipment representing the leased equipment’s residual values. On this facility, $3,681,997 and $4,122,105 was outstanding as of December 31, 2022 and 2021, respectively. Additionally, the same financial institution provided a $9,000,000 facility for borrowings collateralized by the Company’s equipment leases with a subsidiary, secured by both the rental stream and equipment residual values. On this portion of the facility, $4,026,637 and $4,431,018 was outstanding as of December 31, 2022 and 2021, respectively. Outstanding balances as of December 31, 2022 were due between January 2023 and December 2026. The debt agreement includes covenants for minimum tangible net worth.

Under a $3,000,000 facility, subject to annual review, borrowings are collateralized by a combination of first lien on the equipment and assignment of rents and a second lien on the equipment representing the leased equipment’s residual values. On this facility, $1,984,246 and $1,706,853 was outstanding as of December 31, 2022 and 2021, respectively. Outstanding balances as of December 31, 2022 were due between January 2023 and October 2026.

Under a $28,000,000 facility, subject to annual review in September 2023, the Company may borrow either funding against lease stream payments or equity residual in equipment. The periodic payments are determined by the underlying equipment lease streams and/or residual values of equipment, with both interest rate and principal payments being determined at the time of line draw by the financial institution. Rates on borrowings from this facility range from 200 to 450 basis points over the like term swap rate at the time of borrowing, with $8,271,743 and $9,311,551 outstanding as of December 31, 2022 and 2021, respectively. Borrowings for equity residuals are priced at 2.00% over the corresponding non-recourse stream rate for the underlying transaction. Outstanding balances as of December 31, 2022 were due between January 2023 and December 2026. There are additional loans with this financial institution of which $288,855 and $132,154 was outstanding as of December 31, 2022 and 2021, respectively. In addition, the Company provides a $400,000 corporate guarantee on the corporate credit cards issued by this financial institution for use by a Company subsidiary. The debt agreement includes covenants for minimum tangible net worth.

The Company has a borrowing arrangement collateralized by a first lien on the equipment and assignment of rents on a pool of lease transactions totaling $87,920,095 and $66,190,220 outstanding as of December 31, 2022 and 2021, respectively, at a borrowing rate ranging from 3.50% to 6.15%. Of the total transactions, $15,270,372 and $11,912,337 as of December 31, 2022 and 2021, respectively, is secured on a recourse basis for a portion of the equipment’s residual values. The recourse portion of this transaction will amortize with cash flow from residual values. Management estimates that this obligation will fully amortize by October 2025. An additional $13,000,000 was provided on a recourse basis at 5.52% of which $11,538,624 and $2,245,059 was outstanding as of December 31, 2022 and 2021, respectively.

(Continued)

The accompanying notes are an integral part of these statements.

Page 15

KBH TOPCO, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 – DEBT (Concluded)

Notes Payable - Recourse (Concluded). Principal payments on recourse notes payable as of December 31, 2022 were due as follows:


Year Ending December 31	Amount
2023	$	86,850,708
2024		15,435,577
2025		13,050,618
2026		8,186,819
2027		5,180,172
Thereafter		6,548,736

	$	135,252,630

Senior Secured Debt - Related-Party. During 2020, the Company borrowed $80,000,000 under a recourse senior secured debt facility with SLR. The interest rate on the facility is floating at 90-day London Inter-Bank Offered Rate (“LIBOR”) plus 7.00%. Interest payments are due quarterly until maturity in December 2024. The debt is collateralized by a subordinated lien on the Company’s leased assets and the Company’s outstanding rollover equity interests. The debt agreement includes covenants for minimum tangible net worth and leverage. The outstanding balance including accrued interest was $80,000,000 as of December 31, 2022 and 2021. Related-party interest expense was approximately $7,315,000 and $6,489,000 for the years ended December 31, 2022 and 2021, respectively.

Notes Payable - Non-Recourse. Non-recourse notes payable are collateralized by the assignment of rent and the equipment value under lease. The financial institutions have a first lien on the underlying leased equipment with no further recourse against the Company in the event of default by lessee. Interest rates range from 1.20% to 8.20%. Under these arrangements, each lease is financed under a separate borrowing. Non-recourse debt and related interest expense is paid by funds from assigned committed term lease payments with various financial institutions. The outstanding balance was $296,835,798 and $233,276,889 as of December 31, 2022 and 2021, respectively, of which $11,376,355 and $-0- with an interest of 9.50% was due to a related party under common control as of December 31, 2022 and 2021, respectively.

Principal payments on non-recourse notes payable as of December 31, 2022 were due as follows:


Year Ending December 31	Amount
2023	$	112,158,729
2024		65,119,869
2025		43,687,358
2026		33,252,573
2027		21,987,267
Thereafter		20,630,002

	$	296,835,798

NOTE 5 – MEMBERS’ EQUITY

All members of the Company have the same rights, preferences, and privileges. Profits, losses, and distributions are allocated in accordance with the Operating Agreement.

The Company has two classes of units: Common units and Preferred units. There were no Preferred units issued and outstanding as of December 31, 2022 and 2021.

The accompanying notes are an integral part of these statements.

Page 16

KBH TOPCO, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 – OPERATING LEASES

The Company leases various facilities under the terms of non-cancelable operating leases which expire from February 2023 through July 2028 which call for monthly rental payments ranging from approximately $2,000 to $30,000 per month. The Company does not believe it will exercise the options to extend the leases. The office leases generally require the Company to pay taxes, insurance, utilities, and maintenance costs in addition to base rent.

The components of lease expense were as follows for the year ended December 31, 2022:


	Amount
Fixed operating lease cost	$	733,593
Variable and short-term lease costs		419,623

Total lease expense	$	1,153,216

Other information related to lease was as follows for the year ended December 31, 2022:


Weighted-average remaining lease term (in years)	4.69
Weighted-average discount rate	2.89	%

Cash flows related to leases were as follows for the year ended December 31, 2022:


	Amount
Cash flows from operating activities:
Cash paid for amounts included in the measurement of operating lease liabilities	$	662,863
Supplemental disclosure of cash flow information:
Right-of-use assets obtained in exchange for operating lease obligations	$	4,395,457

Approximate future maturities of lease liabilities under non-cancelable operating leases were as follows as of December 31, 2022:


Year Ending December 31	Amount
2023	$	914,000
2024		897,000
2025		781,000
2026		710,000
2027		635,000
Thereafter		137,000

		4,074,000
Less: imputed interest		278,000

	$	3,796,000

(Continued)

The accompanying notes are an integral part of these statements.

Page 17

KBH TOPCO, LLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 – OPERATING LEASES (Concluded)

During the year ended December 31, 2021, the Company accounted for its operating leases under FASB ASC 840, Leases. Rent expense under non-cancelable operating leases was approximately $1,040,000 for the year ended December 31, 2021.

NOTE 7 – INCOME TAXES

The income tax provision consisted of the following components for the years ended December 31:


	2022		2021
Deferred	$	4,594,732	$	4,283,422
Current		247,173		51,127

	$	4,841,905	$	4,334,549

The Company’s deferred income tax assets and liabilities consisted of the following components as of December 31:


	2022			2021
Deferred income tax asset (liability)
Depreciation and amortization	$	(30,452,940	)	$	(20,201,065	)
Allowance for doubtful accounts		41,998			3,035
Interest expense carryforward		3,431,247			—
Net operating loss		17,342,572			15,155,639

Net deferred income tax liability	$	(9,637,123	)	$	(5,042,391	)

The Company’s effective income tax rate was approximately 26.71% and 26.30% for the years ended December 31, 2022 and 2021, respectively.

NOTE 8 – LITIGATION

From time to time, the Company is subject to litigation arising in the ordinary course of business. It is the opinion of the Company’s management that any claims pending are either covered by insurance or that there is no material exposure to the Company in connection with any proceedings.

NOTE 9 – SUBSEQUENT EVENTS

Management has evaluated all known subsequent events from December 31, 2022 through February 15, 2023, the date the accompanying consolidated financial statements were available to be issued and is not aware of any material subsequent events occurring during this period.

The accompanying notes are an integral part of these statements.

Page 18

EX-99.4

Exhibit 99.4

Gemino Healthcare Finance, LLC

d/b/a SLR Healthcare ABL

Consolidated Financial Statements

Years Ended December 31, 2022 and 2021

Gemino Healthcare Finance, LLC d/b/a SLR Healthcare ABL

Table of Contents

Years Ended December 31, 2022 and 2021


	Page

Independent Auditors’ Report		1

Consolidated Financial Statements

Consolidated Balance Sheets		3

Consolidated Statements of Operations		4

Consolidated Statements of Changes in Members’ Equity		5

Consolidated Statements of Cash Flows		6

Notes to Consolidated Financial Statements		7

LOGO

Independent Auditors’ Report

To the Board of Managers of

Gemino Healthcare Finance, LLC and Subsidiary

Opinion

We have audited the consolidated financial statements of Gemino Healthcare Finance, LLC and Subsidiary d/b/a SLR Healthcare ABL (the Company), which comprise the consolidated balance sheets as of December 31, 2022 and 2021, and the related consolidated statements of operations, changes in members’ equity and cash flows for the years then ended, and the related notes to the consolidated financial statements.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021 and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America (GAAP).

Basis for Opinion

Responsibilities of Management for the Consolidated Financial Statements

Baker Tilly US, LLP, trading as Baker Tilly, is a member of the global network of Baker Tilly International Ltd., the members of which are separate and independent legal entities. ^© 2020-2022 Baker Tilly US, LLP

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

In performing an audit in accordance with GAAS, we:

•

Exercise professional judgment and maintain professional skepticism throughout the audit.

•

LOGO

Philadelphia, Pennsylvania

February 16, 2023

Gemino Healthcare Finance, LLC d/b/a SLR Healthcare ABL

Consolidated Balance Sheets

December 31, 2022 and 2021


	2022			2021
Assets
Assets
Cash and cash equivalents	$	9,319,837		$	3,256,256
Loans receivable, net		92,383,159			81,603,569
Accrued interest receivable		1,181,464			664,127
Goodwill		5,663,531			5,663,531
Furniture and equipment, net		35,725			14,319
Other assets		121,706			72,954

Total assets	$	108,705,422		$	91,274,756


Liabilities and Members’ Equity
Liabilities
Credit facility, net	$	76,639,027		$	59,398,378
Accounts payable and accrued expenses		2,929,111			2,491,180
Dividend payable		529,029			529,058

Total liabilities		80,097,167			62,418,616

Members’ equity
Units, $1,000 par value, issued and outstanding 35,264 and 35,270, respectively		32,814,339			32,820,783
Accumulated deficit		(4,206,084	)		(3,964,643	)

Total members’ equity		28,608,255			28,856,140

Total liabilities and members’ equity	$	108,705,422		$	91,274,756

See notes to consolidated financial statements

Gemino Healthcare Finance, LLC d/b/a SLR Healthcare ABL

Consolidated Statements of Operations

Years Ended December 31, 2022 and 2021


	2022		2021
Interest income:
Interest income	$	7,919,047	$	5,583,832
Interest expense		3,191,098		1,634,855

Net interest income		4,727,949		3,948,977
Provision for loan losses		117,149		426,428

Net interest income after provision for loan losses		4,610,800		3,522,549
Other income		3,673,619		4,468,588

Operating expenses:
Compensation and benefits		3,934,044		3,819,816
Depreciation and amortization		22,248		2,811,730
General and administrative		853,453		697,811

Total operating expenses		4,809,745		7,329,357
Net income	$	3,474,674	$	661,780

See notes to consolidated financial statements

Gemino Healthcare Finance, LLC d/b/a SLR Healthcare ABL

Consolidated Statements of Changes in Members’ Equity

Years Ended December 31, 2022 and 2021


Balance at December 31, 2020	$	31,910,475
Dividends declared		(3,716,115	)
Net income		661,780

Balance at December 31, 2021	$	28,856,140
Capital distributions		(6,444	)
Dividends declared		(3,716,115	)
Net income		3,474,674

Balance at December 31, 2022	$	28,608,255

See notes to consolidated financial statements

Gemino Healthcare Finance, LLC d/b/a SLR Healthcare ABL

Consolidated Statements of Cash Flows

Years Ended December 31, 2022 and 2021


	2022			2021
Cash Flows from Operating Activities
Net income	$	3,474,674		$	661,780
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		22,248			11,730
Amortization of intangible asset – trade name		—			2,800,000
Amortization of deferred origination fees and costs		(421,113	)		(590,858	)
Amortization of debt issuance costs		240,649			229,084
Provision for loan losses		117,149			426,428
Changes in assets and liabilities:
Increase in accrued interest receivable		(517,337	)		(36,146	)
Increase in other assets		(48,752	)		(1,627	)
Increase in deferred origination fees and costs		721,951			507,863
Increase in accounts payable and accrued expenses		437,931			251,379

Net cash provided by operating activities		4,027,400			4,259,633


Cash Flows from Investing Activities
Increase in loans receivable, net		(11,197,577	)		(42,606,642	)
Purchase of furniture and equipment		(43,654	)		(4,949	)

Net cash used in investing activities		(11,241,231	)		(42,611,591	)


Cash Flows from Financing Activities
Proceeds from credit facility, net		17,000,000			35,000,000
Debt issuance costs paid		—			(32,590	)
Dividends paid		(3,716,144	)		(3,716,086	)
Capital distributions		(6,444	)		—

Net cash provided by financing activities		13,277,412			31,251,324

Net increase (decrease) in cash and cash equivalents		6,063,581			(7,100,634	)
Cash and cash equivalents, beginning of the year		3,256,256			10,356,890

Cash and cash equivalents, end of the year	$	9,319,837		$	3,256,256


Supplemental Disclosure of Cash Flow Information
Interest paid	$	2,669,380		$	1,359,195

See notes to consolidated financial statements

Gemino Healthcare Finance, LLC d/b/a SLR Healthcare ABL

Notes to Consolidated Financial Statements

Years Ended December 31, 2022 and 2021

1.	Description of Business

Gemino Healthcare Finance, LLC is a Delaware limited liability company formed in December 2006. In February 2021, the Company filed a d/b/a in the name of SLR Healthcare ABL (“SLR Healthcare”). SLR Healthcare is a commercial finance company that originates, underwrites and manages primarily secured, asset-based loans for small and mid-sized companies operating across the U.S. in the healthcare industry. SLR Healthcare’s loans are primarily in the form of revolving lines of credit, secured by accounts receivable of the borrowers. The accounts receivable serving as collateral are primarily third party obligations from government payers, such as Medicare or Medicaid, and commercial insurers.

In certain cases, SLR Healthcare may provide senior term loan financing, including real estate financing to qualified borrowers in addition to a revolving line of credit. Senior term loans, including real estate loans are typically secured by accounts receivable and all other assets of the borrowers, such as inventory, equipment and real estate.

Gemino Healthcare Funding, LLC (“Gemino Funding”) is a wholly-owned special purpose limited liability company that purchases and holds certain eligible loans and related property from SLR Healthcare (collectively, the “Company”).

On September 30, 2013, SLR Senior Investment Corp. formerly known as Solar Senior Capital Ltd. (“SLR Senior”), a Maryland corporation, acquired a controlling interest in SLR Healthcare. On April 1, 2022, SLR Senior merged with the surviving affiliated entity, SLR Investment Corp. (“SLR Investment”), a Maryland corporation. The remaining interest of SLR Healthcare is held by the management team of SLR Healthcare.

2.	Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of SLR Healthcare and Gemino Funding. All significant intercompany balances have been eliminated in consolidation.

Use of Estimates

The preparation of consolidated financial statements in conformity with generally accepted accounting principles in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and to report amounts of revenues and expenses during the reporting period. Actual results could differ materially from these estimates. The allowance for loan losses represents an estimate that is particularly susceptible to material change.

Cash and Cash Equivalents

Cash and cash equivalents include funds deposited with financial institutions and short-term, liquid investments in money market accounts with original maturities of three months or less.

Gemino Healthcare Finance, LLC d/b/a SLR Healthcare ABL

Notes to Consolidated Financial Statements

Years Ended December 31, 2022 and 2021

2.	Summary of Significant Accounting Policies…continued

Loans Receivable

Loans receivable that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at their outstanding unpaid principal balances less the allowance for loan losses and any deferred fees or costs.

Commitment terms of the Company’s financing agreements generally range from two to five years with interest charged on a floating rate basis. Funding under revolving loan commitments is subject to the Company’s estimation of the value of the accounts receivable pledged as collateral.

Revenue Recognition

Income on loans receivable is recognized using the simple interest method. Revolving loan origination fees and costs are deferred and amortized on a straight-line basis over the terms of the related loan commitments as an adjustment to interest income on loans. Term loan origination fees and costs are deferred and amortized using either the effective interest method or the straight-line method over the life of the loan as an adjustment to interest income. The straight-line method may be used for term loan facilities when it approximates the effective interest method. Other fees, such as unused balance and collateral monitoring fees, are recognized when the services are provided. Termination fees are recognized when a loan is terminated. These other fees are included in other income.

The accrual of interest on loans is discontinued at the time the loan is 90 days delinquent unless the loan is secured. Typically, loans are placed on non-accrual or charged off at an earlier date if collection of principal or interest is considered doubtful. When a loan is placed on non-accrual status, all interest previously accrued, but not collected, is reversed against current interest income and all future proceeds received will generally be applied against principal or interest, in the judgment of management. Loans are returned to accrual status when all principal and interest amounts contractually due are reasonably assured.

The Company recognizes revenue in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The core principle of the revenue model is for an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services.

ASC 606 is not applicable to financial instruments and, therefore, does not impact the Company’s revenues. The Company has evaluated the nature of its contracts with customers and fully satisfies its performance obligations on its contracts as services are rendered and the transaction prices are typically fixed; they are charged either on a periodic basis or based on activity.

Gemino Healthcare Finance, LLC d/b/a SLR Healthcare ABL

Notes to Consolidated Financial Statements

Years Ended December 31, 2022 and 2021

2.	Summary of Significant Accounting Policies…continued

Impaired Loans

A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due in accordance with the contractual terms of the loan agreement. Loans are evaluated for impairment by the Company based on an ongoing analysis of each borrower’s repayment capacity, the value of the collateral support and the strength of any guarantees. Loans identified as impaired are further evaluated to determine the estimated extent of impairment.

Allowance for Loan Loss

The allowance for loan loss represents the Company’s recognition of the assumed risks of extending credit. The allowance is maintained at a level considered adequate to provide for probable losses inherent in the loan portfolio. Management establishes a general portfolio reserve for unimpaired loans based on various factors including historical loss experience, the overall credit quality of the loan portfolio, economic trends and conditions, and the regulatory environment.

The overall credit quality of the Company’s borrowers is reflected in the individual and weighted average credit risk ratings of the loans in the portfolio. Credit risk ratings for each borrower are established based on a number of qualitative and quantitative factors including an assessment of management and strategy, historical and projected repayment capacity, collateral coverage and performance, financial condition and sponsorship, strength of guarantees and any contingencies.

Specific allowances for loan losses on impaired loans are typically measured based on a comparison of the recorded carrying value of the loan to the present value of the loan’s expected cash flow using the loan’s effective interest rate, the loan’s estimated market price or the estimated fair value of the underlying collateral, if the loan is collateral-dependent combined with the strength of any guarantee arrangements. Specific allowances are recorded when the discounted cash flows, collateral value, or aggregate market price of the impaired loan is lower than the carrying value of that loan.

Loans are charged off when collection is questionable and when the Company can no longer justify maintaining the loan as an asset on the consolidated balance sheet. Loans qualify for charge off when, after thorough analysis, all possible sources of collection are determined to be insufficient to repay the loan. These include impairment of potential future cash flow, value of collateral and/or financial strength of guarantors. Recoveries of previous charge-offs are recorded when received. For the years ended December 31, 2022 and 2021, there were no recoveries of previous charge-offs.

Gemino Healthcare Finance, LLC d/b/a SLR Healthcare ABL

Notes to Consolidated Financial Statements

Years Ended December 31, 2022 and 2021

2.	Summary of Significant Accounting Policies…continued

Goodwill and Intangible Asset

Goodwill and intangible asset—trade name arose from the acquisition of the Company on September 30, 2013 (Note 1). Goodwill represents the excess of the purchase price over the fair value of those acquired net assets. Goodwill is not amortized, but instead is reviewed for impairment annually typically in December of each year or more frequently upon the occurrence of certain events or substantive changes in circumstances. The Company assesses goodwill for impairment by comparing the carrying value of the Company to its fair value. The Company has the option to perform a qualitative assessment to determine if an impairment is more likely than not to have occurred. If the conclusion is supported that it is more likely than not that the fair value is less than its carrying amount, then the Company would need to perform a quantitative impairment test. If the conclusion cannot be supported, or if the Company does not elect to do the qualitative assessment, then the Company will perform a quantitative assessment. If a quantitative goodwill impairment assessment is performed, the Company utilizes a combination of market and income valuation approaches. No impairment of goodwill resulted for the years ended December 31, 2022 and 2021, respectively.

The Company assessed its indefinite-lived intangible asset – trade name for impairment by comparing the carrying value of the asset to its fair value. The fair value of intangible asset—trade name was estimated using the relief from royalty method, which is an income approach based on the present value of royalties the Company would theoretically have had to pay to license the trade name from a third party. During 2021 as part of the rebranding strategy to change its name via the d/b/a filing to SLR Healthcare ABL, the Company evaluated the trade name’s indefinite-lived position and elected to change the indefinite-lived intangible asset – trade name to a finite-lived intangible asset – trade name for the period ending December 31, 2021. Accordingly, the carrying value previously ascribed to the intangible asset – trade name was fully amortized as of December 31, 2021.

Furniture and Equipment

Furniture and equipment are recorded at cost, net of accumulated depreciation, and are depreciated on a straight-line basis over their estimated useful lives ranging from three to five years.

Debt Issuance Costs

The Company reports origination and other costs related to debt issuances as a direct deduction from the carrying amount of the debt liability. These expenses are deferred and amortized using either the effective interest method or the straight-line method over the stated life as an adjustment to interest expense. The straight-line method may be used on revolving facilities when it approximates the effective interest method.

Gemino Healthcare Finance, LLC d/b/a SLR Healthcare ABL

Notes to Consolidated Financial Statements

Years Ended December 31, 2022 and 2021

2.	Summary of Significant Accounting Policies…continued

Income Taxes

The Company is not subject to federal or state income taxes. Members of the Company have elected to report the taxable income or loss on their individual tax returns. Accordingly, no provision for income taxes has been recorded in the accompanying consolidated financial statements.

The Company files both federal and state income tax returns. The Company remains subject to examination by taxing authorities for the years 2019 and after.

Recent Accounting Pronouncements

In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments – Credit Losses (Topic 326) to replace the incurred loss model, which is referred to as the current expected credit loss (“CECL”) model. The CECL model is applicable to the measurement of credit losses on financial assets measured at amortized cost, including loans receivable and held-to maturity debt securities. It also applies to off-balance sheet credit exposures including loan commitments, standby letters of credit, financial guarantees, and other similar instruments. For the assets within the scope of CECL, a cumulative-effect adjustment will be recognized in retained earnings as of the beginning of the first reporting period in which the guidance is effective. This new standard is effective for fiscal years beginning after December 15, 2022. The Company has evaluated the impact that this standard will have on its consolidated financial statements, and has determined that the impact will be immaterial to the consolidated financial statements as a whole.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (ASU 2020-04). The guidance provides optional expedients and exceptions for applying GAAP to contract modifications, hedging relationships and other transactions, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued because of the reference rate reform. ASU 2020-04 is effective for all entities as of March 12, 2020 through December 31, 2022. The Company is modifying its outstanding loans receivable agreements and its outstanding credit facility in order to replace references to LIBOR with SOFR or another alternative reference rate. The Company is currently evaluating the impact this new standard will have on its consolidated financial statements.

Basis of Presentation

Certain amounts in the prior year consolidated financial statements have been reclassified whenever necessary to conform with the current year presentation. These reclassifications had no effect on the reported results of operations.

Gemino Healthcare Finance, LLC d/b/a SLR Healthcare ABL

Notes to Consolidated Financial Statements

Years Ended December 31, 2022 and 2021

3.	Loans Receivable

The following table shows the composition of loans receivable, net as of December 31, 2022 and 2021:


	2022			2021
Revolving loans receivable	$	94,198,839		$	83,001,262
Less allowance for loan losses		(953,803	)		(836,654	)
Less deferred origination fees and costs, net		(861,877	)		(561,039	)

Loans receivable, net	$	92,383,159		$	81,603,569

4.	Allowance for Loan Losses and Recorded Investment in Loans Receivables

The following table summarizes the activity in the allowance for loan losses by revolving loans for the respective years ended December 31, 2022 and 2021:


	2022		2021
Beginning balance	$	836,654	$	410,226
Provision for loan losses		117,149		426,428

Ending balance	$	953,803	$	836,654

Collectively evaluated for impairment	$	952,745	$	830,643

Individually evaluated for impairment	$	1,058	$	6,011

The following table presents revolving loans collectively and individually evaluated for impairment at December 31, 2022 and 2021:


	2022		2021
Revolving loans	$	94,198,839	$	83,001,262

Collectively evaluated for impairment	$	94,093,002	$	82,400,125

Individually evaluated for impairment	$	105,837	$	601,137

The following table summarizes the non-accrual revolving loans at December 31, 2022 and 2021:


	2022		2021
Recorded investment	$	105,837	$	601,137

Unpaid principal	$	105,837	$	601,137

Related allowance	$	1,058	$	6,011

Gemino Healthcare Finance, LLC d/b/a SLR Healthcare ABL

Notes to Consolidated Financial Statements

Years Ended December 31, 2022 and 2021

4.	Allowance for Loan Losses and Recorded Investment in Loans Receivables…continued

Credit Quality Indicators

The following table summarizes the loan portfolio by the Company’s internal credit rating (scale: 1 to 7) as of December 31, 2022 and 2021: Loans with a rating of 4 or better generally pose minimal risk to the Company as they exhibit, among other things, one or more of the following attributes: (1) secured collateral position; (2) satisfactory cash flows; and (3) history of timely payment of debt obligations. Loans credit rated below 4 are considered “watchlist” loans; an overall degree of risk exists with these loans that warrants management’s review each quarter.


	December 31, 2022
	2022		2021
Rated 4 or better	$	88,001,460	$	82,400,125
Rated 5		6,091,542		—
Rated 6		105,837		601,137

Total revolving loans	$	94,198,839	$	83,001,262

5.	Furniture and Equipment

Furniture and equipment are comprised of the following at December 31, 2022 and 2021:


	2022			2021
Computer software and equipment	$	136,837		$	93,183
Furniture and fixtures		41,032			41,032
Leasehold improvement		21,551			21,551

Total		199,420			155,766
Less accumulated depreciation		(163,695	)		(141,447	)

Furniture and equipment, net	$	35,725		$	14,319

Depreciation expense was $22,248 and $11,730 for the years ended December 31, 2022 and 2021, respectively.

Gemino Healthcare Finance, LLC d/b/a SLR Healthcare ABL

Notes to Consolidated Financial Statements

Years Ended December 31, 2022 and 2021

Debt

On May 27, 2016, the Company entered into a four-year, non-recourse $125,000,000 secured revolving credit facility, which is expandable to $200,000,000 under its accordion feature. On June 28, 2019, the credit facility was amended and has a maturity date of June 28, 2023. Under the terms of the credit facility, the Company has made certain customary representations and warranties, and is required to comply with various covenants, including financial and reporting requirements and other customary requirements for similar credit facilities. The credit facility also includes usual and customary events of default for credit facilities of this nature.

Amounts available to borrow under the credit facility are also subject to compliance with a borrowing base that applies different advance rates to different types of assets in the Company’s portfolio that are pledged as collateral. As of December 31, 2022 and 2021, there were principal borrowings of $77,000,000 and $60,000,000 outstanding, respectively, under the credit facility which is collateralized by eligible loans and related securities.

Interest on the credit facility accrues at a variable rate per annum of one-month LIBOR plus 2.25% approximating 6.64% and 2.35% at December 31, 2022 and 2021, respectively. The Company also pays other customary loan fees for the credit facility.

The credit facility is comprised of the following at December 31, 2022 and 2021:


	2022			2021
Principal borrowings	$	77,000,000		$	60,000,000
Unamortized debt issuance costs		(360,973	)		(601,622	)

Credit facility, net	$	76,639,027		$	59,398,378

7.	Commitments and Concentrations

At December 31, 2022 and 2021, the Company has committed facilities to its borrowers totaling approximately $242,106,000 and $183,501,000, respectively, of which approximately $147,907,000 and $100,500,000, respectively, was unused. Borrowers may borrow up to the lesser of (i) the committed facility or (ii) the underlying collateral value multiplied by the advance rate. Of the unused committed facility amount at December 31, 2022 and 2021, borrowers could borrow up to approximately $43,954,000 and $27,414,000, respectively. As of December 31, 2022 and 2021, the Company had sufficient cash available and/or availability under its credit facility to fund its commitments.

At December 31, 2022, the Company had two loans approximating 16% and 12% of the total loans receivable and at December 31, 2021, the Company had two loans approximating 29% and 16% of the total loans receivable, respectively.

Gemino Healthcare Finance, LLC d/b/a SLR Healthcare ABL

Notes to Consolidated Financial Statements

Years Ended December 31, 2022 and 2021

8.	Employee Benefit Plans

The Company sponsors a 401(k) savings plan, where the Company contributes a defined percentage of employees’ earnings up to the maximum contribution amount as determined by the Internal Revenue Service.

The Company formed a Long-Term Incentive Plan (“LTIP”) that provides for an annual bonus pool to employees based on the Company achieving certain performance criteria.

9.	Fair Value Disclosure

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values:

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3: Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

The following information should not be interpreted as an estimate of the fair value of the entire Company, since a fair value calculation is only provided for a limited portion of the Company’s assets and liabilities. Assets and liabilities measured at fair value on a recurring basis are summarized in the table below at December 31, 2022 and 2021.


	2022
	Carrying Value		Fair Value
Financial assets:
Cash and cash equivalents (Level 1)	$	9,319,837	$	9,319,837
Loans receivable, net (Level 3)		92,383,159		93,245,036
Financial liabilities:
Credit facility, net (Level 2)		76,639,027		77,000,000


	2021
	Carrying Value		Fair Value
Financial assets:
Cash and cash equivalents (Level 1)	$	3,256,256	$	3,256,256
Loans receivable, net (Level 3)		81,603,569		82,020,335
Financial liabilities:
Credit facility, net (Level 2)		59,398,378		60,000,000

Gemino Healthcare Finance, LLC d/b/a SLR Healthcare ABL

Notes to Consolidated Financial Statements

Years Ended December 31, 2022 and 2021

10.

Related Parties

An employee of an affiliated entity provides marketing and sales services to the Company for which the Company reimburses the affiliated entity. Such reimbursements have been included in compensation and benefits expenses.

The Company sold a participation in a loan agreement to SLR Investment. The participation was sold in August 2022 for a total commitment of $5,000,000 and the outstanding loans receivable balance at December 31, 2021 was $3,966,336.

11.

Subsequent Events

The Company evaluated subsequent events for recognition or disclosure through

February 16, 2023, which was the date the consolidated financial statements were available to be issued.

EX-99.5

Exhibit 99.5

North Mill Holdco LLC

and Subsidiaries

Consolidated Financial Report

December 31, 2022

North Mill Holdco LLC and Subsidiaries


Independent Auditor’s Report			1-2
Consolidated Balance Sheets			3
Consolidated Statements of Operations			4
Consolidated Statements of Members’ Equity			5
Consolidated Statements of Cash Flows			6
Notes to Consolidated Financial Statements			7

LOGO

Independent Auditor’s Report

Audit Committee

North Mill Holdco LLC

Opinion

We have audited the consolidated financial statements of North Mill Holdco LLC and its subsidiaries (the Company), which comprise the consolidated balance sheets as of December 31, 2022 and 2021, the related consolidated statements of income, members’ equity, and cash flows for the years then ended, and the related notes to the consolidated financial statements (collectively, the financial statements).

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued or available to be issued.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

LOGO

In performing an audit in accordance with GAAS, we:

•

Exercise professional judgment and maintain professional skepticism throughout the audit.

•

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

•

/s/ RSM US LLP

Philadelphia, Pennsylvania

February 21, 2023

North Mill Holdco LLC and Subsidiaries

Consolidated Balance Sheets

December 31, 2022 and 2021


	2022		2021
Assets
Cash	$	7,396,967	$	5,187,429
Finance receivables:
Loans receivable		154,062,897		110,975,999
Less: unearned fee income		284,640		35,927

		153,778,257		110,940,072
Accounts receivable		131,942,768		137,675,981
Less: allowance for uncollectible finance receivables		1,834,061		1,834,061

Finance receivables, net		283,886,964		246,781,992
Goodwill		36,187,729		36,187,729
Accrued interest receivable		1,735,159		845,561
Other assets		256,914		329,828
Furniture and equipment, net		545,337		282,006
Right of use asset		2,238,007		1,179,246

Total assets	$	332,247,077	$	290,793,791

Liabilities and Members’ Equity
Liabilities:
Note payable, net of issuance costs (Note 7)	$	213,141,607	$	182,536,660
Due to factoring clients		34,200,052		27,944,605
Accounts payable and accrued expenses		3,401,465		2,030,084
Lease liability		2,238,007		1,179,246

Total liabilities		252,981,131		213,690,595

Commitments (Note 8)
Members’ equity		79,265,946		77,103,196

Total liabilities and members’ equity	$	332,247,077	$	290,793,791

See notes to consolidated financial statements.

North Mill Holdco LLC and Subsidiaries

Consolidated Statements of Income

Years Ended December 31, 2022 and 2021


	Year Ended December 31, 2022		Year Ended December 31, 2021
Interest and finance charges	$	26,815,365	$	20,192,516
Less: interest expense		8,306,061		3,921,934

Net interest income		18,509,304		16,270,582
Service fees and other finance charges		2,617,984		3,828,782

Net interest and other non-interest income		21,127,288		20,099,364

Expenses:
Personnel		9,984,711		9,232,239
Acquisition expenses		3,699,997		529,552
General and administrative		3,048,501		2,799,572
Legal and professional fees		453,413		242,785

		17,186,622		12,804,148

Net income	$	3,940,666	$	7,295,216

See notes to consolidated financial statements.

North Mill Holdco LLC and Subsidiaries

Consolidated Statements of Members’ Equity

Years Ended December 31, 2022 and 2021


Balance, January 1, 2021	$	55,108,597
Net income		7,295,216
SLR contributions		20,000,000
Distribution to members		(5,300,617	)

Balance, December 31, 2021		77,103,196
Net income		3,940,666
SLR contributions		5,000,000
Distribution to members		(6,777,916	)

Balance, December 31, 2022	$	79,265,946

See notes to consolidated financial statements.

North Mill Holdco LLC and Subsidiaries

Consolidated Statements of Cash Flows

Years Ended December 31, 2022 and 2021


	Year Ended December 31, 2022			Year Ended December 31, 2021
Cash flows from operating activities:
Net income	$	3,940,666		$	7,295,216
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		149,413			120,067
Amortization of deferred financing costs		367,771			472,437
Changes in assets and liabilities:
(Increase) decrease in:
Accrued interest receivable		(889,598	)		34,213
Other assets		72,915			(47,924	)
Increase in:
Unearned fee income		248,713			16,957
Accounts payable and accrued expenses		1,371,381			13,766
Due to factoring clients		6,255,447			6,964,158

Net cash provided by operating activities		11,516,708			14,868,890
Cash flows from investing activities:
Increase in finance receivables, net		(37,353,685	)		(33,742,591	)
Acquisition of business		—			(66,670,894	)
Purchases of furniture and equipment		(412,744	)		(189,212	)

Net cash used in investing activities		(37,766,429	)		(100,602,697	)

Cash flows from financing activities:
Net proceeds from note payable		31,173,335			72,160,557
SLR contributions		5,000,000			20,000,000
Payment of debt issuance costs		(936,160	)		(322,216	)
Distribution to members		(6,777,916	)		(5,300,617	)

Net cash provided by financing activities		28,459,259			86,537,724

Net increase in cash		2,209,538			803,917
Cash:
Beginning		5,187,429			4,383,512

Ending	$	7,396,967		$	5,187,429

Supplemental disclosure of cash flow information:
Cash paid for interest	$	6,993,995		$	3,204,430

Non-Cash Disclosure:
Right of use asset and lease liability	$	1,451,570		$	877,449

Assets and liabilities acquired in business combination:
Accounts receivable	$	—		$	66,217,916
Due to factoring clients		—			11,256,734

See notes to consolidated financial statements.

North Mill Holdco LLC and Subsidiaries

Notes to Consolidated Financial Statements

Note 1.

Nature of the Business

The operations of North Mill Holdco LLC (“Holdco”) and Subsidiaries (collectively, the Company) consist primarily of those financial activities common to the commercial asset-based finance industry.

Holdco, a subsidiary of SLR Investment Corp. (“SLR”), was formed on May 17, 2019 in connection with the acquisition of Summit Financial Resources, LLC (“Summit”).

North Mill Capital LLC (“NMC”) was formed as a single-member Delaware limited liability company on August 18, 2010 and commenced operations on October 29, 2010. SLR acquired a controlling interest in NMC on October 20, 2017. SLR contributed its interests in NMC to Holdco on June 28, 2019. NMC is a wholly owned subsidiary of Holdco.

NMC is a specialty finance company engaged in providing asset-based commercial financing to small and medium-sized businesses. The Company’s core business is providing and servicing loans ranging from $200,000 to $40,000,000 secured by accounts receivable, inventory, and equipment. Borrowers are located throughout the United States.

PrinSource Capital Companies, LLC, a wholly owned subsidiary of NMC, and their wholly owned subsidiary Partner Plus, LLC (collectively, “PrinSource”), were acquired by NMC on December 30, 2011. Summit was acquired by Holdco on June 28, 2019. PrinSource, Summit, and Fast Pay Partners LLC (“Fast Pay”) (Note 2) provide financial services through the funding and financing of working capital assets, primarily accounts receivable and inventory.

Note 2:

Acquisition

On June 3, 2021, NMC acquired a 100% equity interest in Fast Pay. The total purchase price was $66,670,894. The acquisition was accounted for as a business combination and the assets acquired and liabilities assumed were recorded at their respective fair values as of the date of the acquisition. The excess of the purchase price over the fair value of assets acquired and liabilities assumed has been recorded as goodwill on the accompanying consolidated balance sheet.


Assets Acquired
Accounts receivable	$	66,217,916

Liabilities Assumed
Due to factoring clients		11,256,734

Identifiable net assets		54,961,182
Goodwill		11,709,713

Purchase price	$	66,670,894

Upon allocating the purchase price to the fair value of assets acquired and liabilities assumed, the book value of intangible assets, consisting of goodwill, increased by $11,709,713. The accounts receivable were recorded at fair value with no allowance for loan losses established at the acquisition date.

North Mill Holdco LLC and Subsidiaries

Notes to Consolidated Financial Statements

Acquisition related costs of $529,552, including legal, professional and other expenses, were recorded during 2021 and not included in the purchase price.

An additional earn out payment of $3,699,997 was made in 2022 in connection with the acquisition and was based on reaching certain loan balances for a six month period subsequent to the acquisition date. The payment has been recorded as acquisition expense in the accompanying consolidated statements of income.

Note 3:

Significant Accounting Policies

Significant accounting policies are as follows:

Principles of consolidation: The financial statements include the accounts of NMC and its subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation.

Revenue recognition: The Company recognizes interest and fee income in accordance with ASC 310, Receivables and ASC 825, Interest. Interest income is recognized as earned based on the terms of the underlying loan agreement. Fees received for the origination of loans are deferred and amortized into income over the contractual lives of the loans and annual fees received for loans are deferred and amortized into income over a twelve-month period using the straight-line method, which approximates the effective interest rate method. Unamortized amounts are recognized as income at the time that loans are paid in full. Interest income on loans receivable is recognized using the interest method. Interest and fee income are accrued based on the outstanding loan balance and charged monthly to the loan balance as earned, except in instances that a reasonable doubt exists as to the collectability of interest, in which case the accrual of income may be suspended.

The Company recognizes and measures revenue recognition on other fee income in accordance with ASC 606, Revenue from Contracts With Customers. Other fee income, which includes wire transfers, field examination charges, late reporting fees and other items charged to borrowers, is recognized as charged.

Cash: The Company maintains its cash balances at several financial institutions which at various times during the year have exceeded the threshold for insurance provided by the Federal Deposit Insurance Corporation.

Loans and accounts receivable: The Company provides asset-based financing primarily in the form of revolving credit facilities collateralized by the borrower’s assets, including, but not limited to, accounts receivable, inventory, equipment and general intangibles. The loan term is generally two years and management has the intention and ability to hold until maturity or payoff. Provisions for credit losses for loans receivable are charged to operations in amounts sufficient to maintain the allowance for credit losses at an amount considered adequate to cover the estimated losses of principal and accrued interest in the existing loan portfolio. The Company’s charge-off policy is based on a loan-by-loan review for all receivables. Management periodically evaluates the adequacy of the allowance for credit losses by reviewing credit loss experience, change in size and character of credit risks, the value of collateral and general economic conditions. Loans are charged off against the allowance when management determines the loan to be permanently impaired.

North Mill Holdco LLC and Subsidiaries

Notes to Consolidated Financial Statements

Specific allowances for loan losses are generally applied to impaired loans and are typically measured based on a comparison of the recorded value of the loan to the present value of the loan’s expected future cash flows from the liquidation of the underlying collateral.

Finance receivables are stated at cost, net of an allowance for credit losses. The allowance for credit losses is based on management’s assessment of the collectability of specific customer accounts, the aging of the accounts receivable, historical experience and other currently available evidence. If there is a deterioration of a major customer’s credit worthiness or actual defaults are higher than the historical experience, management’s estimates of the recoverability of amounts due to the Company could be adversely affected.

When the Company determines there is insufficient collateral to support an outstanding loan or accounts receivable balance and believes it is no longer probable that principal and/or interest payments will be collected, the Company will place the loan on non-accrual status. Such non-accrual loans may be restored to accrual status if past due principal and interest are paid in cash, and, in management’s judgment, are likely to continue.

Participation funding: The Company enters into participation funding and servicing arrangements with other lending institutions whereby the other institutions pay the Company a processing fee for servicing financing arrangements that the other institutions have entered into with their customers. Under these arrangements, the Company, as the participant, assumes the risk related to their percentage share of the arrangement. The Company pays the lending institutions a pro rata percentage of the fee income earned. The arrangements are presented in accounts receivable in the accompanying consolidated balance sheet net of the amount due to the institution.

The Company enters into participation funding arrangements with third-party lending institutions, whereby those institutions participate in loans originated by the Company. These arrangements are used by the Company to manage risk associated with loans and accounts receivable that may potentially exceed funding limits. Transfers of financial assets are accounted for as sales, when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when: the assets have been isolated from the Company – put presumptively beyond the reach of the transferor and its creditors, even in bankruptcy or other receivership; the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets; and the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity or the ability to unilaterally cause the holder to return specific assets, other than through a cleanup call.

Furniture and Equipment: Property and equipment acquired in acquisitions is recorded at fair value. Additions are recorded at cost and stated net of accumulated depreciation. Depreciation and amortization are provided using the straight-line method over the estimated lives of the assets, which is generally three to five years for equipment and ten years for furniture and fixtures.

North Mill Holdco LLC and Subsidiaries

Notes to Consolidated Financial Statements

Debt issuance costs: Costs incurred in connection with the placement of the revolving credit facility have been capitalized and recorded as a reduction to the note payable on the balance sheets. These costs are amortized as interest expense over the life of the facility using the effective interest method or straight line method if it approximates the effective interest method.

Impairment of long-lived assets: The Company reviews long-lived assets, including furniture and equipment and intangible assets, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. An impairment loss would be recognized when undiscounted future cash flows expected to result from the use of the asset and its eventual disposition is less than the carrying amount. No impairments have occurred to date.

Goodwill: Goodwill represents the excess of consideration paid for an acquired business over the fair value of the related assets acquired and liabilities assumed. Goodwill arose from the acquisition of the Company on October 20, 2017, Summit, and Fast Pay (Note 2). The Company is required to assess its goodwill for impairment annually, or more frequently if events or changes in circumstances indicate impairment may have occurred.

The Company assesses goodwill for impairment by comparing the carrying value of the Company to its fair value. If the fair value were less than the carrying value, an impairment loss would be recorded for the difference between the fair value and carrying value. For the years ended December 31, 2022 and 2021, there was no impairment.

Income taxes: No provision has been made for income taxes, if any, as these are the obligation of the members. The Company files income tax returns as a partnership in the U.S. federal jurisdiction and in various state jurisdictions.

The Company applies authoritative guidance relating to the accounting for uncertain tax positions. Accordingly, a provision for uncertain tax positions and related penalties and interest is recognized when it is more likely-than-not, based on the technical merits, that the tax position will be realized or sustained upon examination. The term more-likely-than-not means a likelihood or more than 50%. A tax position that meets the more-likely-than-not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. The determination of whether or not a tax position has met the more-likely-than-not recognition threshold considers the facts, circumstances, and information available at the reporting date and is subject to management’s judgment.

Interest rate risk: Inherent in the Company’s principal business activities is the potential for the Company to assume interest rate risks that result from differences in the maturities and re-pricing characteristics of certain assets and liabilities.

Use of estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates.

North Mill Holdco LLC and Subsidiaries

Notes to Consolidated Financial Statements

Leases: The Company recognizes and measures its leases in accordance with FASB ASC 842, Leases. The Company is a lessee in several non-cancellable operating leases for office space. The Company determines if an arrangement is a lease, or contains a lease, at inception of a contract and when the terms of an existing contract are changed. The Company recognizes a right of use (ROU) asset and a lease liability asset, initially and subsequently, based on the present value of its future lease payments. The discount rate is the implicit rate, if it is readily determinable, or otherwise the Company uses its incremental borrowing rate. The implicit rates of the Company’s leases are not readily determinable and accordingly, the Company uses an incremental borrowing rate based on the information available at the commencement date for all leases. The Company’s incremental borrowing rate for a lease is the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms and in a similar economic environment. The Company used a weighted average discount rate of 3.70% and the weighted average remaining lease terms is 4.18 years. The ROU asset is subsequently measured throughout the lease term at the amount of the remeasured lease liability (i.e., present value of the remaining lease payments), plus unamortized initial direct costs, plus (minus) any prepared (accrued) lease payments, less the unamortized balance of lease incentives received, and any impairment recognized.

Subsequent events: The Company has evaluated its subsequent events (events occurring after December 31, 2022) through February 21, 2023, which represents the date the financial statements were available to be issued, and determined that there were no material subsequent events requiring adjustment to, or disclosure in the consolidated financial statements for the year ended December 31, 2022.

Recent Accounting Pronouncement: In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 sets forth a current expected credit loss model requiring the Company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. ASU 2016-13 will be effective for the Company for its fiscal year beginning after December 15, 2022. The Company is evaluating the impact using a model that incorporates portfolio characteristics, risk rating, historical losses, and current economic conditions. Management is in the process of finalizing the model and significant assumptions used with the model.

In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment (Topic 350), which simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. ASU 2017-04 is effective for annual or any interim goodwill impairment tests in fiscal year 2023, with early adoption permitted for annual or interim tests performed on testing dates after January 1, 2017. The amendments included in this ASU are to be applied prospectively. The Company does not expect implementation of this new standard to have a material impact on its consolidated financial statements.

North Mill Holdco LLC and Subsidiaries

Notes to Consolidated Financial Statements

In January 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, March 2020, to provide temporary optional expedients and exceptions to the U.S. GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from LIBOR and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate. Entities can elect not to apply certain modification accounting requirements to contracts affected by what the guidance calls “reference rate reform” if certain criteria are met. An entity that makes this election would not have to remeasure the contracts at the modification date or reassess a previous accounting determination. Also, entities can elect various optional expedients that would allow them to continue applying hedge accounting for hedging relationships affected by reference rate reform if certain criteria are met, and can make a one-time election to sell and/or reclassify held-to-maturity debt securities that reference an interest rate affected by reference rate reform. In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848), Deferral of the Sunset date of Topic 848, which defers the sunset date in Topic 848 from December 31, 2022 to December 31, 2024. The amendments in this ASU apply to all entities (subject to meeting certain criteria) that have contracts, hedging relationships, or other transactions that reference the London Interbank Offered Rate (LIBOR) or another reference rate expected to be discontinued because of reference rate reform. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position and results of operations.

Note 4.

Fair Value of Financial Instruments

These two types of inputs create the following fair value hierarchy:

Level 1 – Quoted prices for identical instruments in active markets.

Level 3 – Unobservable inputs.

ASC 820 also requires that the Company disclose estimated fair values for its financial instruments. No quoted market exists for the Company’s financial instruments. Therefore, fair market estimates are based on judgments, risk characteristics of various financial instruments and other factors. Changes in these assumptions could significantly affect the estimates.

The Company estimates the carrying amounts of cash approximated its fair value as of December 31, 2022 and 2021. Since there is no liquid secondary market for the Company’s financing receivables, the Company estimated the fair value of its secured loans by comparing the average yield of the portfolio to recent issuances of similar loans. The Company has determined that the secured loans and note payable are considered level three under the fair value hierarchy described above.

North Mill Holdco LLC and Subsidiaries

Notes to Consolidated Financial Statements

The carrying amount and estimated fair values of the Company’s financial instruments at December 31, 2022 and 2021 were as follows:


	December 31, 2022				December 31, 2021
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Financial assets:
Cash	$	7,396,967	$	7,396,967	$	5,187,429	$	5,187,429
Finance receivables: Net of allowance		283,886,964		283,886,964		246,781,991		246,781,991
Liabilities:
Note Payable	$	213,141,607	$	213,141,607	$	182,536,660	$	182,536,660

Note 5.

Loans and Accounts Receivable and Allowance for Credit Losses

Loans receivable at December 31, 2022 and 2021 consist of revolving lines of credit to commercial customers that range from one to three years and are secured by accounts receivable, inventory and equipment. There are commitments to borrowers that are dependent on the borrowing base. The commitments are generally limited to 85% of the collateral being presented.

Changes in the allowance for credit losses for loans receivable and accounts receivable are as follows:


Balance, January 1, 2021	$	1,834,061
Provision for uncollectible finance receivables		—

Balance, December 31, 2021		1,834,061
Provision for uncollectible finance receivables		—

Balance, December 31, 2022	$	1,834,061

All balances were individually evaluated for impairment.

The Company has implemented and adheres to an internal review system and credit loss allowance methodology designed to provide for the detection of problem receivables and an adequate allowance to cover credit losses. At least quarterly, a risk rating is assigned to individual balances. Management assigns a higher risk rating when they determine that their credit exposure has increased. Management assigns these risk ratings based on a number of factors including, but not limited to, the profitability, cash flow position, tangible net worth, strength of collateral performance and coverage, the probability of a loss being realized and results of internal audits and verifications related to each specific receivable.

The Company typically classifies all loans as held to maturity. Any acquired loans are recorded at their estimated Acquisition Date fair values. The estimated fair values include consideration of discounted cash flows as well as various other factors including the type of loan and related collateral, estimated future cash flows, as well as a discount rate that reflects the Company’s assessment of risk inherent in the cash flow estimates. The fair value of the loans acquired effectively remove the Company’s allowance for loan losses for such acquired loans. Loans funded subsequent to an acquisition are recorded at the amount of unpaid principal, net of unearned fees, discounts and includes an allowance for loan losses.

North Mill Holdco LLC and Subsidiaries

Notes to Consolidated Financial Statements

A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments in accordance with the contractual terms of the loan. Factors considered in determining impairment include payment status, collateral value and the probability of collecting payments when due. The significance of payment delays and/or shortfalls is determined on a case-by-case basis. All circumstances surrounding the loan are taken into account. Such factors include the length of the delinquency, the underlying reasons and the borrower’s prior payment record. Impairment is measured on these loans on a loan-by-loan basis. Impaired loans include non-accrual loans and other loans deemed to be impaired based on the aforementioned factors.

NMC did not have any loans or accounts receivable that are non-performing, impaired, modified or past due as of December 31, 2022 and December 31, 2021.

Note 6.

Furniture and Equipment

Furniture and equipment consists of the following at December 31, 2022 and 2021:


	2022		2021
Furniture and fixtures	$	457,122	$	275,011
Equipment		2,138,407		1,907,774

		2,595,529		2,182,785
Accumulated depreciation		2,050,192		1,900,779

	$	545,337	$	282,006

Depreciation expense was $149,413 for the year ended December 31, 2022 and $120,067 for the year ended December 31, 2021.

Note 7.

Note Payable

The Company has entered into a $285,307,000 credit facility which expires November 13, 2025. Borrowings are secured by substantially all of the Company’s assets. Interest on borrowings under the facility is payable monthly and is based on the SOFR plus an applicable margin, as defined. The interest rate is 4.12 percent as of December 31, 2022. Outstanding borrowings under the credit facility are generally limited to 85 percent of eligible receivables, less any reserves established by the bank, as defined. The Company is required to maintain specified financial ratios and to comply with other covenants. The balance outstanding under this credit facility was $214,425,205 at December 31, 2022 and $183,251,870 at December 31, 2021. Note payable as of December 31, 2022 and 2021 consist of the following:

North Mill Holdco LLC and Subsidiaries

Notes to Consolidated Financial Statements


	2022		2021
Outstanding principal balance	$	214,425,205	$	183,251,870
Less: debt issuance costs, net of accumulated amortization of $1,732,358 and $1,364,587, respectively		1,283,598		715,210

	$	213,141,607	$	182,536,660

Total interest expense related to note payable was $7,837,581 and $3,310,394 for the years ended December 31, 2022 and 2021, respectively. Amortization of deferred costs of $367,771 and $472,437 for the years ended December 31, 2022 and 2021, respectively, is included in interest expense in the Consolidated Statements of Income.

Note 8.

Commitments

Employment agreements: The Company has entered into service agreements with certain members of management. Annual base compensation due under these agreements is included in personnel expenses in the consolidated statements of operations. The annual base compensation is subject to review and adjustment by the Company. The employees are also eligible to receive bonus compensation at the discretion of the Board of Managers. The agreements can be terminated by either the Company or the employees at any time upon written notice. Certain additional amounts may be paid to the employees, contingent upon the circumstances surrounding the termination, as defined in the service agreements.

Operating lease: The Company rents its office space under non-cancelable operating leases that expire through December 2027. Base rents due under the leases escalate throughout the term of the leases. These leases generally contain renewal options but the Company is not reasonably certain to exercise these options. The optionable periods are not included in determining the lease term and the associated payments under the renewal options are excluded from lease payments.

The total minimum rental commitment at December 31, 2022, is due as follows:

Years ending December 31:


2023	$	583,152
2024		548,135
2025		512,349
2026		492,379
2027		208,377

Total lease commitments		2,344,392
Less: interest		(106,385	)

Present value of lease liability	$	2,238,007

Rent expense was $586,007 and $499,517 for the years ended December 31, 2022 and 2021, respectively.

North Mill Holdco LLC and Subsidiaries

Notes to Consolidated Financial Statements

Note 9.

Related Party Transactions

An employee of NMC provides marketing and sales services to an affiliated entity for which NMC was reimbursed. Such reimbursements have been recorded in the Company’s Statement of Operations as a reduction of Personnel expenses.

NMC has sold participations in several loan agreements to SLR. The participations sold for a total commitment of $68 million and the amount outstanding at December 31, 2022 was $53.4 million.

EX-99.6

Exhibit 99.6

Report of Independent Registered Public Accounting Firm on Supplemental Information

To the Stockholders and Board of Directors

SLR Investment Corp.:

We have audited and reported separately herein on the consolidated financial statements of SLR Investment Corp. (and subsidiaries) (the Company) as of December 31, 2022 and 2021 and for each of the years in the three-year period ended December 31, 2022.

We have also previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of assets and liabilities of the Company, including the consolidated schedules of investments, as of December 31, 2020, 2019, 2018, 2017, 2016, 2015, 2014, and 2013, and the related consolidated statements of operations, changes in net assets, and cash flows for the years ended December 31, 2019, 2018, 2017, 2016, 2015, 2014, and 2013, (none of which is presented herein), and we expressed unqualified opinions on those consolidated financial statements.

The senior securities table included in Part II, Item 7 of the Annual Report on Form 10-K of the Company for the year ended December 31, 2022, under the caption “Senior Securities” (the Senior Securities Table) has been subjected to audit procedures performed in conjunction with the audits of the Company’s respective consolidated financial statements. The Senior Securities Table is the responsibility of the Company’s management. Our audit procedures included determining whether the Senior Securities Table reconciles to the respective consolidated financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the Senior Securities Table. In forming our opinion on the Senior Securities Table, we evaluated whether the Senior Securities Table, including its form and content, is presented in conformity with the instructions to Form N-2. In our opinion, the Senior Securities Table is fairly stated, in all material respects, in relation to the respective consolidated financial statements as a whole.

/s/ KPMG LLP

New York, NY

February 28, 2023