UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 2, 2021
SL Investment Corp.
(Exact name of registrant as specified in its charter)
| Delaware | 814-01366 | 85-3472615 | ||||||||||||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) | ||||||||||||
1585 Broadway New York, NY | 10036 | |||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
1 (212) 761-4000
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| None | N/A | N/A | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
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. ☒
Item 1.01. Entry into a Material Definitive Agreement.
On June 3, 2021, SLIC Financing SPV LLC (“SLIC LLC”), a Delaware limited liability company and a wholly owned subsidiary of SL Investment Corp. (the “Company”), entered into an Amended and Restated Loan and Security Agreement (the “A&R LSA”), which amends and restates that certain Loan and Security Agreement, dated as of December 3, 2020 (as amended, the “JPM Funding Facility”), by and among SLIC LLC, as the borrower, the Company, as the parent and servicer, SL Investment Feeder Fund L.P. and SL Investment Feeder Fund GP Ltd., as pledgors, U.S. Bank National Association, as collateral agent, as collateral administrator and as securities intermediary, JPMorgan Chase Bank, National Association, as administrative agent, the lenders party thereto, and the issuing banks party thereto. The A&R LSA, among other things, (a) increased the borrowing capacity under the JPM Funding Facility from $250 million to $350 million, (b) added the ability for the Company to request letters of credit from the issuing banks thereunder up to 10% of the borrowing capacity under the JPM Funding Facility, (c) reduced the interest rate margin prior to the transition date thereunder from 2.55% to 2.15% for advances with interest not based on Sterling OverNight Index Average (“SONIA”), reduced the interest rate margin after the transition date from 2.80% to 2.45% for advances with interest not based on SONIA, reduced the interest rate margin prior to the transition date from 2.55% to 2.2693% for advances with interest based on SONIA, and reduced the interest rate margin after the transition date from 2.80% to 2.5963% for advances with interest based on SONIA and (d) updated the LIBOR replacement provisions. The other material terms of the JPM Funding Facility remain unchanged. Borrowings under the JPM Funding Facility are subject to various covenants under the related agreements as well as the leverage restrictions applicable to the Company under the Investment Company Act of 1940, as amended.
The description above is only a summary of the material provisions of the A&R LSA, does not purport to be complete and is qualified in its entirety by reference to the provisions in such agreement, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 2, 2021, the Company held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”). As of April 8, 2021, the record date for the Annual Meeting, there were 4,987,574.766 shares of common stock of the Company and 521 shares of preferred stock of the Company outstanding and entitled to vote. 4,987,574.766 shares of common stock of the Company and 521 shares of preferred stock of the Company were present or represented by proxy at the Annual Meeting, constituting a quorum.
The final voting results for each of the proposals submitted to a vote of stockholders at the Annual Meeting are set forth below. Each proposal was approved by the requisite vote.
Proposal 1. To elect two directors:
(a) Mr. Jeffrey S. Levin, to be voted upon by holders of the outstanding shares of the Company’s preferred stock, voting separately as a single class, to serve for a three-year term until his successor has been elected and qualified or until his earlier resignation, removal, death or incapacity; and
(b) Ms. Joan Binstock, to be voted upon by holders of the outstanding shares of the Company’s common stock and preferred stock, voting together as a single class, to serve for a three-year term until her successor has been elected and qualified or until her earlier resignation, removal, death or incapacity:
| Nominees | For | Withhold | Broker Non-Votes | ||||||||
| 1a. Jeffrey S. Levin | 521 | — | — | ||||||||
| 1b. Joan Binstock | 4,988,094 | — | — | ||||||||
Proposal 2. To ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 4,988,094 | — | — | — | ||||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: June 8, 2021 | SL Investment Corp. | ||||||||||
| By: | /s/ Orit Mizrachi | ||||||||||
Orit Mizrachi | |||||||||||
| Chief Operating Officer and Secretary | |||||||||||