SLR Investment Corp. (SLRC) Earnings Call Transcript & Summary

Good day and welcome to the Solar Capital and Solar Senior Capital Annual Meeting of Stockholders. I would now like to turn the conference over to Michael Gross, Chairman of the Board and Co-Chief Executive Officer. Please go ahead.

Good morning, ladies and gentlemen. I'm Michael Gross, the Chairman of the Board and Co-Chief Executive Officer of Solar Capital Limited, or SLRC, and Solar Senior Capital Limited, or SUNS. From time to time during the meeting, I'll refer to SLRC and SUNS as the company or together as the companies. On behalf of the company, I want to welcome you and thank you for you attending our 2020 Annual Meeting of Stockholders of the companies. Before we get started, I'd just like to extend our thoughts and best wishes to everyone that's been affected by the pandemic over the last 6 to 7 months and to thank all of our stakeholders, our shareholders, our lenders, our portfolio companies, and importantly, our team of people at Solar Capital, who've continued to work tirelessly throughout this pandemic. We hope everyone is well. I'm joined today by our Co-CEO, Bruce Spohler; our CFO, Richard Peteka; representatives from KPMG LLP, our independent registered public accounting firm, a representative of American Election Services, the inspector of election for this meeting; and Eversheds Sutherland LLP, our legal counsel. I will act as Chairman of the Board of the meeting -- this meeting. Rich Peteka will act as Secretary of the meeting. Mr. Christopher Woods, representative of American Election Services, has been appointed to serve as the inspector of election. This meeting is now called to order. The agenda setting forth the proposals for consideration and the meeting's rules of conduct are available on the virtual meeting page of each company. There are 2 proposals scheduled to be voted on today, and we'll address any germane questions before closing the polls. Once the polls are closed, we will provide the preliminary voting results based on a report from the inspector election, and we'll then adjourn the meeting. I will then answer any appropriate questions from stockholders during the time allotted. [Operator Instructions] As indicated in the proxy statement for each company, we are here today regarding the following proposals. Proposal 1 is the election of directors. For Solar Capital Limited, the election of Mr. Bruce Spohler and Mr. Steven Hochberg, each to serve a 3-year term expiring in 2023. For Solar Senior Capital, the election of myself and Leonard Potter, each to serve a 3-year term expiring in 2023. And proposal 2, which would authorize the company to sell shares of their respective common stock at a price or prices below the then current net asset value per share in one or more offerings, in each case, subject to the approval of the Board of Directors of each company in compliance with the conditions set forth in the proxy statement of each company. The information regarding election of directors and the sale of shares of the company's common stock at a price below net asset value is described in the proxy statement and notice of annual meeting of stockholders for each company, which have been previously made available to all stockholders. Accordingly, I will dispense with additional explanation of the 2 proposals to be voted on today. The polls for each matter upon which stockholders will vote at this meeting opened at 11:00 a.m. and will remain open until I announce that the polls are closed. No votes will be accepted until -- no votes will be accepted after the polls are closed. At the end of the meeting, after the report on the tabulation of voting, I'll announce the voting results on proposals. At this time, I'd like to present to you Richard Peteka who will provide details on the record date and quorum requirements for the companies.

Thank you, Michael. The Board of Directors of the company has fixed the close of business on August 11, 2020, as the record date for the determination of stockholders entitled to receive notice of and to vote at this meeting. The proxy materials for the public -- the proxy materials to the annual meeting were made available to stockholders on August 24, 2020, and Broadridge Financial Solutions has provided an affidavit of distribution certifying to, a, the timely mailing on August 24, 2020, of the proxy notice to all stockholders of record as of the record date; and b, the fulfillment of stockholder requests for copies of the company's proxy materials and 2019 annual report for stockholders. The presence at the meeting or by proxy of the holders of a majority of all the votes entitled to be cast at this meeting constitutes a quorum to transact business on all matters to be considered at this meeting. Each share of common stock is entitled to one vote. Michael?

Thank you, Rich. Mr. Woods, would you please present your report of the number of shares present at the meeting by proxy or by attorney at this meeting so we can determine whether a quorum is present?

Yes, Mr. Chairman. For Solar Capital Limited, there were 42,260,826 shares entitled to vote as of the August 11, 2020, record date. The Proxy Committee of the Board of Directors of Solar Capital Limited, which is composed of Messrs. Gross and Spohler, is acting as proxy and representative of the holders of record of 30,456,413 shares of common stock of Solar Capital Limited, and there are at least 30,456,413 shares present at the meeting by proxy or by attorney, and accordingly, a quorum is present. For Solar Senior Capital Limited, there were 16,049,034 shares entitled to vote as of the August 11, 2020, record date. The Proxy Committee of the Board of Directors of Solar Senior Capital Limited, which is also composed of Messrs. Gross and Spohler, is acting as proxy and representative of the holders of record of 9,888,050 shares of common stock of Solar Senior Capital Limited. Therefore, there are at least 9,888,050 shares present at the meeting by proxy or by attorney, and accordingly, a quorum is present for both companies.

Thank you. If you've already given your proxy to vote your shares, you need not vote during the meeting because the person's designated proxies will vote for you as indicated in the proxy cards. If you haven't authorized your vote or if you want to change your vote, you may do so now online by following the instructions on the virtual shareholder meeting screen. The first matter to be voted on is proposal 1 regarding the election of directors of each company. The second matter to be voted on is proposal 2 regarding authorize the company to sell shares of their common stock at a price or prices below the company's net -- current net asset value. Please hit the vote now button, if you haven't already voted or would like to change your vote. [Voting]

Thank you. The polls are now closed. This concludes the business items on the agenda for this annual meeting. I, as the Chairman of the meetings, recognize the votes on the proposals represented by the proxies solicited by the Board of Directors of each company. The votes will now be tabulated after which we will announce results of the voting.

Mr. Chairman, we can proceed.

Great. At this time, I'll ask Mr. Woods to please report on the preliminary voting results based on proxy received prior to the meeting. Mr. Woods, please report on the votes cast to elect the nominated directors for each of Solar Capital Limited and Solar Senior Capital Limited.

Yes, Mr. Chairman. For Solar Capital Limited, we received 28,192,017 votes in favor and 2,264,396 votes withheld from the election of Bruce Spohler. And we received 22,430,238 votes in favor and 8,026,175 votes withheld from the election of Steven Hochberg. For Solar Senior Capital, we received 9,411,554 votes in favor and 476,496 votes withheld from the election of Michael Gross, and we received 8,635,583 votes in favor and 1,252,467 votes withheld from the election of Leonard Potter. These are the preliminary tabulation, and all votes cast in today's meeting will be included in the final tabulation, although it is not anticipated that the votes cast at the meeting today will change the outcome.

Thank you. Please now report on the votes cast with respect to proposal to authorize each of Solar Capital Limited and Solar Senior Capital Limited to sell shares of respective common stock at a price or prices below the current net asset value per share in one or more offerings.

Hello, Mr. Chairman. In regards to Solar Capital Limited, we received 22,641,866 votes in favor, 7,438,804 votes against and 375,743 votes that abstained from voting on the proposal to authorize Solar Capital Limited to sell shares of its common stock at a price or prices below Solar Capital Limited's then current net asset value per share in one or more offerings. In regards to Solar Senior Capital Limited, we received 8,232,447 votes in favor, 1,327,172 votes against and 328,431 votes that abstained from voting on the proposal to authorize Solar Senior Capital Limited to sell shares of its common stock at a price or prices below Solar Senior Capital Limited's then current net asset value per share in one or more offerings. Again, these are preliminary tabulations, but it's not anticipated that the votes cast at the meeting today will be changing the outcome.

Thank you. Proposals 1 and 2 have received the requisite affirmative approvals to pass for both companies. I hereby declare that each of the nominees listed in Solar Capital Limited proposal 1 has been elected as a director of the company, that each of the nominees listed in Solar Senior Capital Limited proposal 1 is elected as a director of the company; and that proposal 2, authorize the company to sell shares of their common stock at price or prices below the company's then current net asset value, has been approved by the stockholders of each company. That concludes the formal business of the meeting. I will now entertain questions from shareholders. [Operator Instructions] There being no further questions, I want to thank all of you for attending today's meeting. And if you have questions you'd rather direct for us directly, please feel free to call. Again, we thank you for your support, and thank you for your time. Have a great day.

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.