Correspondence 0001104659-24-074368 from SL Investment Corp. (CIK 0001825590)
SL Investment Corp. (CIK 0001825590)
Date: June 24, 2024 · CIK: 0001825590 · Accession: 0001104659-24-074368
AI Filing Summary & Sentiment
File numbers found in text: 814-01366
Letter
Via EDGAR Division of Investment Management Washington, DC 20549 Re: SL Investment Corp. Preliminary Proxy Statement on Schedule 14A File No. 814-01366
Dear Messrs. Bellacicco and Ellington:
On behalf of SL Investment Corp. (the “Company” or “SLIC”), set forth below are the Company’s responses to the verbal comments provided by the Staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “SEC”) to the Company’s legal counsel on June 10, 2024, June 18, 2024, and June 21, 2024 with respect to the Company’s Preliminary Statement on Schedule 14A (File No. 814-01366), filed with the SEC on May 29, 2024 (the “Preliminary Schedule 14A”). On June 21, 2024, the Company filed its Definitive Statement on Schedule 14A (File No. 814-01366) in connection with the Mergers (the “Definitive Schedule 14A”).
For your convenience, the Staff’s comments are included in this letter, and each comment is followed by the responses of the Company. Capitalized terms used in this letter and not otherwise defined herein shall have the meanings specified in the Definitive Schedule 14A.
Accounting Comments
1. Please include financial statements that meet the requirements of Regulation S-X for the acquiring company and the acquired company. See Item 14 of Rule 14A-101 of the Securities Exchange Act of 1934, as amended. Please also include a consent of the Company’s independent registered public accounting firm.
Response:
The Company respectfully submits that financial statements meeting the requirements of Regulation S-X are not required under Schedule 14A with respect to this transaction and supplementally submits, as discussed below, that it does not believe that providing such financial statements would be useful or material for the Company’s stockholders’ voting decision and could potentially create confusion for such stockholders.
June 24, 2024
Page 2
As disclosed in the Definitive Schedule 14A, SLIC and PIF are proposing an acquisition of SLIC by PIF pursuant to a merger and related transactions. Pursuant to the Merger Agreement, Cobalt Merger Sub Inc., a wholly owned subsidiary of PIF (“Merger Sub”), would merge with and into SLIC with SLIC continuing as the surviving company (the “First Merger”). A merger such as the First Merger, involving an acquiring company, a wholly-owned subsidiary of the acquirer, and a target company where the target company survives the initial merger as a wholly-owned subsidiary of the acquiring company is known as a “reverse triangular merger.” Merger Sub was formed for the specific purpose of engaging in the First Merger and exists as a wholly-owned subsidiary of PIF with no assets and no liabilities. Immediately following the First Merger, SLIC, as the surviving company, would merge with and into PIF (the “Second Merger”) with PIF continuing as the surviving company (the First Merger and the Second Merger referred to collectively herein as the “Mergers”).
In the reverse triangular merger that is the First Merger, SLIC is the target company. Similarly, SLIC is the target company in the Second Merger whereby it will merge with and into PIF with PIF as the surviving company.
Paragraph (b)(11) of Item 14 of Schedule 14A requires disclosure of financial information required by Article 11 of Regulation S-X “if material.” However, Instruction 2(b)(i) of Item 14 provides that the financial information of (b)(11) does not need to be provided if only the security holders of the target company are voting. Because only the Company’s stockholders are voting on the First Merger, the Company is not required to provide the financial information described in Item 14(b)(11) of Schedule 14A.
Further, following the First Merger, SLIC will exist as a wholly-owned subsidiary of PIF for the moment in time prior to the completion of the Second Merger. PIF, as the sole stockholder of SLIC following the First Merger, will approve the Second Merger. As such, the sole stockholder will be the only party approving the Second Merger, and financial information described in Item 14(b)(11) of Schedule 14A is not required to be provided for the Second Merger.
June 24, 2024
Page 3
The Company respectfully submits that paragraph (d) of Item 14 of Schedule 14A provides that “[i]f the acquiring company or the acquired company is … a business development company as defined by Section 2(a)(48) of the Investment Company Act of 1940, provide the [information in paragraph (d) of Item 14] for that company instead of the information specified by paragraph (c) of this Item.” Because the Company (as the acquired company or the target company in both the First and Second Merger) is a business development company (“BDC”) as defined in Section 2(a)(48) of the Investment Company Act of 1940, as amended (the “1940 Act”), Schedule 14A requires the Company to provide the information specified in Item 14(d) instead of the information specified in Item 14(c). In addition, because PIF (as the acquiring Company in the Second Merger) is a BDC, Schedule 14A also requires PIF to provide the information specified in Item 14(d) instead of the information specified in Item 14(c).
Because of the type of transaction contemplated, the Company is not required to provide any information about the parties to the transaction specified in Item 14(c). General Instruction 2(a) to Item 14 states that where the only consideration offered to security holders is cash, “the information required by paragraph (c)(1) of this Item 14 for the acquiring company need not be provided unless the information is material to an informed voting decision (e.g., the security holders of the target company are voting and financing is not assured).” In connection with the First Merger, the only consideration being offered to the Company’s stockholders is a cash payment equivalent to the SLIC Per Share NAV. As such, the financial information required by paragraph (c)(1) is not required for the First Merger.
In addition, the Company supplementally submits that it does not believe the financial statements of Merger Sub, as the acquiring company in the First Merger, are material to an informed voting decision of the Company’s stockholders because, as noted above, Merger Sub exists solely for the purpose of effecting the First Merger and has no assets or liabilities.
Following the First Merger, all shares of SLIC Common Stock held prior to the Merger will no longer be outstanding and will be cancelled and cease to exist as of the First Effective Time. Therefore, the stockholders of the Company will not have any interest in SLIC or PIF following the First Merger. As such, including financial statements for either SLIC or PIF would not be useful for the Company’s stockholders in connection with the Second Merger as the only right remaining for the Company’s stockholders is the right to receive the cash consideration for their shares in connection with the First Merger.
June 24, 2024
Page 4
Instruction (2)(b)(ii) to Item 14 notes that the information in paragraph (c)(2) of Item 14 need not be provided for the target company where only the security holders of the target company are voting, as is the case in both the First Merger and the Second Merger. Therefore, because no financial information is required to be disclosed pursuant to Item 14(c) in connection with the First Merger or the Second Merger, there is no financial information required to be included under Item 14(d) instead of such information.
The Company supplementally notes that because the Company’s common stockholders of record will receive a cash payment that reflects the SLIC Per Share NAV and, following the Mergers, will not hold an investment in either the Company or PIF nor have any voting or other rights or interests with respect to the Company, Merger Sub or PIF, the Company believes the financial statements of the Company would not be useful to the Company’s stockholders in their voting decision. The Company supplementally notes that it believes that inclusion of such financial statements in the information circulated to its stockholders could create confusion for such stockholders by overstating the importance of the financial statements of PIF and of the Company.
The Company supplementally advises the Staff that financial information regarding PIF is not material to an informed voting decision of the Company’s stockholders. The “Selected Financial Information and Other Data of North Haven Private Income Fund LLC” section of the Preliminary Schedule 14A includes the net assets of PIF, which reflects PIF’s total members’ capital of approximately $2.7 billion and provides stockholders of the Company sufficient information to make a determination as to whether PIF has adequate financial resources to pay the SLIC Per Share NAV in cash, which is estimated to cost PIF approximately $561.4 million, inclusive of transaction related expenses, and is the only consideration that stockholders of the Company will receive in connection with the Mergers. The Company further notes that there are no financing contingencies with respect to the Mergers under the Merger Agreement.
June 24, 2024
Page 5
2. In the “Questions and Answers About the Mergers” section, please provide additional detail regarding the expenses included in “transaction related expenses” in the answer to the question “How much will PIF pay for SLIC and how will PIF pay the SLIC Per Share NAV?”
Response:
As requested, the Company will revise the disclosure in the answer discussing transaction related expenses included in the “Questions and Answers About the Mergers” to include additional detail.
3. Please include the disclosures required by Article 6-11 of Regulation S-X for the Mergers either in the Definitive Schedule 14A or in a Form 8-K.
Response:
The Company respectfully submits that the financial statements set forth in Rule 6-11 of Regulation S-X and supplemental financial information set forth in subsection (d) of Rule 6-11 of Regulation S-X are not required to be included in a transaction such as the Mergers.
As discussed in the response to Comment 1 above, financial statements of the Company, PIF and Merger Sub are not required to be included with respect to either the First or Second Merger pursuant to Item 14 of Schedule 14A because the proposed transaction is an all-cash merger whereby only the target company’s stockholders are voting.
Similarly, Item 13 of Schedule 14A requires inclusion of financial statements where action is to be taken with respect to matters specified in Item 11 or Item 12 of Schedule 14A. In the all-cash transaction contemplated by the Mergers, no action is being taken with respect to matters specified in Item 11 or Item 12 of Schedule 14A and, therefore, no financial statements are required pursuant to Item 13 of Schedule 14A.
With respect to the supplemental financial information described in Article 6-11(d) of Regulation S-X, the Company supplementally notes that its stockholders are only receiving cash consideration in exchange for their securities in the Company and therefore, there are no acquired fund and pro forma fees that are relevant to the Company’s stockholders, there is no material change in the Company’s investment portfolio due to investment restrictions and there are no differences in accounting policies of the Company as compared to PIF. As a result, there is no relevant disclosures under Article 6-11(d) of Regulation S-X that should be included in the Definitive Schedule 14A.
June 24, 2024
Page 6
The Company further advises the Staff that it has been informed by PIF no fee changes are contemplated by PIF with respect to the Mergers. The Company also respectfully advises the Staff that PIF has advised the Company that PIF’s acquisition of the Company’s investment portfolio in and of itself would not result in a material change to PIF’s investment portfolio. Finally, the Company has been advised by PIF that there are no differences in the accounting policies of PIF and the Company, each of which are disclosed in the companies’ respective filings with the SEC, and the Company supplementally notes that any differences in accounting policies would not be material to an informed voting decision by the stockholders of the Company who will receive only cash in the Mergers.
Nonetheless, the Company advises the Staff that PIF has advised the Company that PIF is evaluating whether any disclosures required by Article 6-11 of Regulation S-X would be useful to include in a Form 8-K to be filed in connection with the closing of the Mergers.
4. Please supplementally advise the Staff what disclosures and/or unitholder notifications related to the Mergers will be provided to the unitholders of North Haven Private Income Fund LLC.
Response:
As requested, the Company supplementally advises the Staff that PIF filed an investor presentation related to the proposed Mergers and issued a joint press release with the Company, each of which was included as an exhibit to a Current Report on Form 8-K filed by PIF on May 28, 2024. The Company further supplementally advises the Staff that PIF has advised the Company that PIF has not disseminated additional information to its unitholders subsequent to the filing referenced in the prior sentence.
Legal Comments
5. Please include disclosure in the beginning of the Definitive Schedule 14A to clarify who is making the solicitation. See Item 4(a) of Schedule 14A.
Response:
As requested, the Company will revise the disclosure in the Definitive Schedule 14A to clarify that the Board of Directors of SLIC is making the solicitation.
June 24, 2024
Page 7
6. On page 1 of the Preliminary Schedule 14A, under the question titled “What do I need to do now,” consider bolding the sentence that states “[u]nder the terms of the Consent, your consent to the Merger Proposal once given is irrevocable.”
Response:
As requested, the Company will bold the sentence cited in the Staff’s comment in the Definitive Schedule 14A.
7. On page 1, under the question titled “[a]m I entitled to appraisal rights under the DGCL,” the disclosure states that “[i]f the Merger is consummated, SLIC stockholders (including beneficial owners of shares) who do not consent to (pursuant to Section 228 of the DGCL) or vote in favor of the adoption of the Merger Agreement … will be entitled to seek appraisal of their shares in connection with the First Merger under Section 262 of the DGCL ….” Please clarify this disclosure given that the written consent of the Company’s shareholders for the Mergers must be unanimous.
Respons
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CORRESP
1
filename1.htm
1900 K Street, NW
Washington, DC 20006-1110
+1 202 261 3300 Main
+1 202 261 3333 Fax
www.dechert.com
Matthew J. Carter
matthew.carter@dechert.com
+1 202 261 3395 Direct
+1 202 261 3333 Fax
June 24, 2024
Via EDGAR
Christopher R. Bellacicco, Esq.
Kenneth Ellington, Staff Accountant
Division of Investment Management
U.S. Securities and Exchange Commission
100 F Street N.E.
Washington, DC 20549
Re: SL Investment Corp.
Preliminary Proxy Statement on Schedule 14A
File No. 814-01366
Dear Messrs. Bellacicco and Ellington:
On behalf of SL Investment Corp. (the “Company”
or “SLIC”), set forth below are the Company’s responses to the verbal comments provided by the
Staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the
“SEC”) to the Company’s legal counsel on June 10, 2024, June 18, 2024, and June 21, 2024 with respect
to the Company’s Preliminary Statement on Schedule 14A (File No. 814-01366), filed with the SEC on May 29, 2024 (the “Preliminary
Schedule 14A”). On June 21, 2024, the Company filed its Definitive Statement on Schedule 14A (File No. 814-01366) in connection
with the Mergers (the “Definitive Schedule 14A”).
For your convenience, the Staff’s comments
are included in this letter, and each comment is followed by the responses of the Company. Capitalized terms used in this letter and not
otherwise defined herein shall have the meanings specified in the Definitive Schedule 14A.
Accounting Comments
1. Please include financial statements that
meet the requirements of Regulation S-X for the acquiring company and the acquired company.
See Item 14 of Rule 14A-101 of the Securities Exchange Act of 1934, as amended. Please
also include a consent of the Company’s independent registered public accounting firm.
Response:
The Company respectfully submits that
financial statements meeting the requirements of Regulation S-X are not required under Schedule 14A with respect to this transaction
and supplementally submits, as discussed below, that it does not believe that providing such financial statements would be useful or
material for the Company’s stockholders’ voting decision and could potentially create confusion for such stockholders.
June 24, 2024
Page 2
As disclosed in the
Definitive Schedule 14A, SLIC and PIF are proposing an acquisition of SLIC by PIF pursuant to a merger and related transactions. Pursuant
to the Merger Agreement, Cobalt Merger Sub Inc., a wholly owned subsidiary of PIF (“Merger Sub”), would merge
with and into SLIC with SLIC continuing as the surviving company (the “First Merger”). A merger such as the
First Merger, involving an acquiring company, a wholly-owned subsidiary of the acquirer, and a target company where the target company
survives the initial merger as a wholly-owned subsidiary of the acquiring company is known as a “reverse triangular merger.”
Merger Sub was formed for the specific purpose of engaging in the First Merger and exists as a wholly-owned subsidiary of PIF with no
assets and no liabilities. Immediately following the First Merger, SLIC, as the surviving company, would merge with and into PIF (the
“Second Merger”) with PIF continuing as the surviving company (the First Merger and the Second Merger referred
to collectively herein as the “Mergers”).
In the reverse triangular
merger that is the First Merger, SLIC is the target company. Similarly, SLIC is the target company in the Second Merger whereby it will
merge with and into PIF with PIF as the surviving company.
Paragraph (b)(11)
of Item 14 of Schedule 14A requires disclosure of financial information required by Article 11 of Regulation S-X “if material.”
However, Instruction 2(b)(i) of Item 14 provides that the financial information of (b)(11) does not need to be provided if only the security
holders of the target company are voting. Because only the Company’s stockholders are voting on the First Merger, the Company is
not required to provide the financial information described in Item 14(b)(11) of Schedule 14A.
Further, following
the First Merger, SLIC will exist as a wholly-owned subsidiary of PIF for the moment in time prior to the completion of the Second Merger.
PIF, as the sole stockholder of SLIC following the First Merger, will approve the Second Merger. As such, the sole stockholder will be
the only party approving the Second Merger, and financial information described in Item 14(b)(11) of Schedule 14A is not required to be
provided for the Second Merger.
June 24, 2024
Page 3
The Company respectfully
submits that paragraph (d) of Item 14 of Schedule 14A provides that “[i]f the acquiring company or the acquired company is …
a business development company as defined by Section 2(a)(48) of the Investment Company Act of 1940, provide the [information in paragraph
(d) of Item 14] for that company instead of the information specified by paragraph (c) of this Item.” Because the Company (as the
acquired company or the target company in both the First and Second Merger) is a business development company (“BDC”)
as defined in Section 2(a)(48) of the Investment Company Act of 1940, as amended (the “1940 Act”), Schedule
14A requires the Company to provide the information specified in Item 14(d) instead of the information specified in Item 14(c). In addition,
because PIF (as the acquiring Company in the Second Merger) is a BDC, Schedule 14A also requires PIF to provide the information specified
in Item 14(d) instead of the information specified in Item 14(c).
Because of the type
of transaction contemplated, the Company is not required to provide any information about the parties to the transaction specified in
Item 14(c). General Instruction 2(a) to Item 14 states that where the only consideration offered to security holders is cash, “the
information required by paragraph (c)(1) of this Item 14 for the acquiring company need not be provided unless the information is material
to an informed voting decision (e.g., the security holders of the target company are voting and financing is not assured).”
In connection with the First Merger, the only consideration being offered to the Company’s stockholders is a cash payment equivalent
to the SLIC Per Share NAV. As such, the financial information required by paragraph (c)(1) is not required for the First Merger.
In addition, the
Company supplementally submits that it does not believe the financial statements of Merger Sub, as the acquiring company in the First
Merger, are material to an informed voting decision of the Company’s stockholders because, as noted above, Merger Sub exists solely
for the purpose of effecting the First Merger and has no assets or liabilities.
Following the First
Merger, all shares of SLIC Common Stock held prior to the Merger will no longer be outstanding and will be cancelled and cease to exist
as of the First Effective Time. Therefore, the stockholders of the Company will not have any interest in SLIC or PIF following the First
Merger. As such, including financial statements for either SLIC or PIF would not be useful for the Company’s stockholders in connection
with the Second Merger as the only right remaining for the Company’s stockholders is the right to receive the cash consideration
for their shares in connection with the First Merger.
June 24, 2024
Page 4
Instruction (2)(b)(ii)
to Item 14 notes that the information in paragraph (c)(2) of Item 14 need not be provided for the target company where only the security
holders of the target company are voting, as is the case in both the First Merger and the Second Merger. Therefore, because no financial
information is required to be disclosed pursuant to Item 14(c) in connection with the First Merger or the Second Merger, there is no financial
information required to be included under Item 14(d) instead of such information.
The Company supplementally
notes that because the Company’s common stockholders of record will receive a cash payment that reflects the SLIC Per Share NAV
and, following the Mergers, will not hold an investment in either the Company or PIF nor have any voting or other rights or interests
with respect to the Company, Merger Sub or PIF, the Company believes the financial statements of the Company would not be useful to the
Company’s stockholders in their voting decision. The Company supplementally notes that it believes that inclusion of such financial
statements in the information circulated to its stockholders could create confusion for such stockholders by overstating the importance
of the financial statements of PIF and of the Company.
The Company supplementally
advises the Staff that financial information regarding PIF is not material to an informed voting decision of the Company’s stockholders.
The “Selected Financial Information and Other Data of North Haven Private Income Fund LLC” section of the Preliminary Schedule
14A includes the net assets of PIF, which reflects PIF’s total members’ capital of approximately $2.7 billion and provides
stockholders of the Company sufficient information to make a determination as to whether PIF has adequate financial resources to pay the
SLIC Per Share NAV in cash, which is estimated to cost PIF approximately $561.4 million, inclusive of transaction related expenses, and
is the only consideration that stockholders of the Company will receive in connection with the Mergers. The Company further notes that
there are no financing contingencies with respect to the Mergers under the Merger Agreement.
June 24, 2024
Page 5
2. In the “Questions and Answers About
the Mergers” section, please provide additional detail regarding the expenses included
in “transaction related expenses” in the answer to the question “How much
will PIF pay for SLIC and how will PIF pay the SLIC Per Share NAV?”
Response:
As requested, the Company will revise
the disclosure in the answer discussing transaction related expenses included in the “Questions and Answers About the Mergers”
to include additional detail.
3. Please include the disclosures required by Article 6-11 of Regulation S-X for the Mergers either in
the Definitive Schedule 14A or in a Form 8-K.
Response:
The Company respectfully
submits that the financial statements set forth in Rule 6-11 of Regulation S-X and supplemental financial information set forth in subsection
(d) of Rule 6-11 of Regulation S-X are not required to be included in a transaction such as the Mergers.
As discussed in the
response to Comment 1 above, financial statements of the Company, PIF and Merger Sub are not required to be included with respect to either
the First or Second Merger pursuant to Item 14 of Schedule 14A because the proposed transaction is an all-cash merger whereby only the
target company’s stockholders are voting.
Similarly, Item 13
of Schedule 14A requires inclusion of financial statements where action is to be taken with respect to matters specified in Item 11 or
Item 12 of Schedule 14A. In the all-cash transaction contemplated by the Mergers, no action is being taken with respect to matters specified
in Item 11 or Item 12 of Schedule 14A and, therefore, no financial statements are required pursuant to Item 13 of Schedule 14A.
With respect to
the supplemental financial information described in Article 6-11(d) of Regulation S-X, the Company supplementally notes that its
stockholders are only receiving cash consideration in exchange for their securities in the Company and therefore, there are no
acquired fund and pro forma fees that are relevant to the Company’s stockholders, there is no material change in the
Company’s investment portfolio due to investment restrictions and there are no differences in accounting policies of the
Company as compared to PIF. As a result, there is no relevant disclosures under Article 6-11(d) of Regulation S-X that should be
included in the Definitive Schedule 14A.
June 24, 2024
Page 6
The Company further
advises the Staff that it has been informed by PIF no fee changes are contemplated by PIF with respect to the Mergers. The Company also
respectfully advises the Staff that PIF has advised the Company that PIF’s acquisition of the Company’s investment portfolio
in and of itself would not result in a material change to PIF’s investment portfolio. Finally, the Company has been advised by PIF
that there are no differences in the accounting policies of PIF and the Company, each of which are disclosed in the companies’ respective
filings with the SEC, and the Company supplementally notes that any differences in accounting policies would not be material to an informed
voting decision by the stockholders of the Company who will receive only cash in the Mergers.
Nonetheless, the
Company advises the Staff that PIF has advised the Company that PIF is evaluating whether any disclosures required by Article 6-11 of
Regulation S-X would be useful to include in a Form 8-K to be filed in connection with the closing of the Mergers.
4. Please supplementally advise the Staff
what disclosures and/or unitholder notifications related to the Mergers will be provided
to the unitholders of North Haven Private Income Fund LLC.
Response:
As requested, the Company supplementally
advises the Staff that PIF filed an investor presentation related to the proposed Mergers and issued a joint press release with the Company,
each of which was included as an exhibit to a Current Report on Form 8-K filed by PIF on May 28, 2024. The Company further
supplementally advises the Staff that PIF has advised the Company that PIF has not disseminated additional information to its unitholders
subsequent to the filing referenced in the prior sentence.
Legal Comments
5. Please include disclosure in the beginning
of the Definitive Schedule 14A to clarify who is making the solicitation. See Item 4(a) of
Schedule 14A.
Response:
As requested, the Company will revise
the disclosure in the Definitive Schedule 14A to clarify that the Board of Directors of SLIC is making the solicitation.
June 24, 2024
Page 7
6. On page 1 of the Preliminary Schedule
14A, under the question titled “What do I need to do now,” consider bolding the
sentence that states “[u]nder the terms of the Consent, your consent to the Merger
Proposal once given is irrevocable.”
Response:
As requested, the Company will bold
the sentence cited in the Staff’s comment in the Definitive Schedule 14A.
7. On page 1, under the question titled
“[a]m I entitled to appraisal rights under the DGCL,” the disclosure states that
“[i]f the Merger is consummated, SLIC stockholders (including beneficial owners of
shares) who do not consent to (pursuant to Section 228 of the DGCL) or vote in favor
of the adoption of the Merger Agreement … will be entitled to seek appraisal of their
shares in connection with the First Merger under Section 262 of the DGCL ….”
Please clarify this disclosure given that the written consent of the Company’s shareholders
for the Mergers must be unanimous.
Respons