Item 2.01 Completion of Acquisition or Disposition of Assets.
On
In accordance with the terms of the Merger Agreement, at the effective time of the Merger, each outstanding share of the Company's common stock was converted into the right to receive 0.7796 shares of SLRC's common stock (with the Company's stockholders receiving cash in lieu of fractional shares of SLRC's common stock). As a result of the Merger, SLRC issued an aggregate of approximately 12.5 million shares of its common stock to former stockholders of the Company prior to any adjustment for the former stockholders of the Company receiving cash in lieu of fractional shares.
The foregoing description of the Merger Agreement is a summary only and is
qualified in its entirety by reference to the full text of the Merger Agreement,
a copy of which was filed by the Company as Exhibit 2.1 to its Current Report on
Form 8-K filed on
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule;
Transfer of Listing.
In connection with the closing of the transactions contemplated by the Merger
Agreement, on
Item 3.03 Material Modification to Rights of Security Holders.
The information required by Item 3.03 is contained in Item 2.01 and is incorporated herein by reference.
Item 5.01 Changes in Control of Registrant.
As a result of the Merger, a change in control of the Company occurred. The information required by Item 5.01 is contained in Item 2.01 and is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Pursuant to the terms of the Merger Agreement, as of the effective time of the Merger, (i) each of the named executive officers and directors of the Company ceased to be named executive officers and directors of the Company and (ii) the director and officers of Merger Sub as of immediately prior to the effective time of the Merger became the directors and officers of the Company.
Item 7.01. Regulation FD Disclosure.
On
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The information disclosed under this Item 7.01 is being "furnished" and is not deemed "filed" by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor is it deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 2.1 Agreement and Plan of Merger among SLR Investment Corp.,SLR Senior Investment Corp. ,Solstice Merger Sub, Inc. andSLR Capital Partners, LLC (for the limited purposes set forth therein), dated as ofDecember 1, 2021 (Incorporated by reference to Exhibit 2.1 filed withSLR Senior Investment Corp.'s Current Report on Form 8-K (File No. 814-00849) onDecember 1, 2021 ) 99.1 Press release of SLR Investment Corp. datedApril 1, 2022
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