United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____)*
SL INVESTMENT CORP.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
1825590
(Issuer’s CIK Number)
(CUSIP Number)
Jeffrey S. Levin
MS Capital Partners Adviser Inc.
1585 Broadway
New York, NY 10036
1 (888) 454-3965
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May 24, 2024
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. N/A | |||
| 1 | NAME OF REPORTING PERSON | ||
| North Haven Private Income Fund LLC | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ¨ |
| (b) | ¨ | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||
| WC | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ¨ | |
| ¨ | |||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER |
| 0 | ||
| 8 | SHARED VOTING POWER | |
| 6,092,331.406 | ||
| 9 | SOLE DISPOSITIVE POWER | |
| N/A | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 6,092,331.406 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ¨ | |
| 6,092,331.406 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
| 22.3%(1) | |||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||
| OO (Limited Liability Company) |
Item 1. Security and Issuer.
This Statement on Schedule 13D (this “Schedule 13D”) relates to the shares of common stock, par value $0.001, of SL Investment Corp. (the “Company”). The address of the principal executive office of the Company is 1585 Broadway, New York, New York 10036.
Item 2. Identity and Background.
This Schedule 13D is filed by North Haven Private Income Fund LLC, a Delaware limited liability company (the “Reporting Entity”). The Reporting Entity is a non-diversified, externally managed specialty finance company focused on lending to middle-market companies. Its principal executive office is located at 1585 Broadway, New York, NY 10036.
The name, business address, citizenship and present principal occupation or employment (including the name, principal business and address of any corporation or other organization in which such employment is conducted) of each of the Reporting Entity’s directors and executive officers is set forth on Schedule I (collectively, the “Scheduled Persons,” and each a “Scheduled Person”), and are incorporated in this Schedule 13D by reference. Each of the Scheduled Persons expressly disclaims beneficial ownership of the shares of SLIC Common Stock (as defined below) held by the Reporting Entity.
During the last five years, neither the Reporting Entity, nor, to the best of the Reporting Entity’s knowledge, any of the Scheduled Persons has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activity subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The acquisition of common stock of the Company reported in this Schedule 13D were acquired pursuant to the Securities Purchase Agreement, as described in Item 4 below and incorporated in this Schedule 13D by reference.
Item 4. Purpose of Transaction.
Securities Purchase Agreement
In connection with the execution of the Merger Agreement (as defined below), the Reporting Entity purchased certain shares of the Company pursuant to a securities purchase agreement (the “Securities Purchase Agreement”) entered into as of May 24, 2024 between the Reporting Entity and a stockholder of the Company, pursuant to which the Reporting Entity, subject to the terms and conditions set forth therein, acquired all right, title and interest in and to such stockholders’ 6,092,331.406 shares (such shares, the “Purchased Shares”) of common stock, $0.001 par value per share, of the Company (“SLIC Common Stock”) that are the subject of this Schedule 13D for cash consideration per Purchased Share equal to the SLIC Per Share NAV (as defined below), to be determined in accordance with the Merger Agreement, plus any distributions payable in respect of the Purchased Shares for the period between signing and closing of the Securities Purchase Agreement.
Merger Agreement
On May 28, 2024, the Reporting Entity entered into an Agreement and Plan of Merger (the “Merger Agreement”) with the Company, Cobalt Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Reporting Entity (“Merger Sub”), and MS Capital Partners Adviser Inc., a Delaware corporation and investment adviser to each of the Reporting Entity and the Company. The Merger Agreement provides that, subject to the conditions set forth in the Merger Agreement, at the effective time of the First Merger, Merger Sub will merge with and into the Company, with the Company continuing as the surviving company and as a wholly-owned subsidiary of the Reporting Entity (the “First Merger”) and, immediately thereafter, the Company will merge with and into the Reporting Entity, with the Reporting Entity continuing as the surviving company (together with the First Merger, the “Mergers”).
The Merger Agreement further provides that, at the effective time of the First Merger, each share of SLIC Common Stock issued and outstanding immediately prior to the effective time, except for shares, if any, owned by the Company, the Reporting Entity or any of their respective consolidated subsidiaries and shares, if any, held by any person who is entitled to demand (and properly demands) appraisal of such shares, will be converted into the right to receive, in cash, the quotient of (i) the closing SLIC net asset value divided by (ii) the number of shares SLIC Common Stock issued and outstanding immediately prior to the effective time of the First Merger (inclusive of shares of the Company already held by the Reporting Entity) (the “SLIC Per Share NAV”).
The representations and warranties and covenants set forth in the Merger Agreement have been made only for purposes of such agreement and were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including qualification by confidential disclosures made for purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors.
Fund of Funds Investment Agreement
In connection with the acquisition of the Purchased Shares, the Reporting Entity entered into a Fund of Funds Investment Agreement, dated as of May 24, 2024 (the “Fund of Funds Agreement”), pursuant which, among other things, the Reporting Entity agreed to “mirror vote” the Purchased Shares in the same proportion for and against any applicable shareholder proposals as all other holders of the Company’s shares.
The foregoing descriptions of the Merger Agreement, the Securities Purchase Agreement, and the Fund of Funds Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Merger Agreement, the Securities Purchase Agreement and the Fund of Funds Agreement, copies of which are attached as Exhibits 1, 2 and 3 to this Schedule 13D, respectively, and incorporated into this Item 4 by reference.
Except as set forth in this Schedule 13D (including in any information incorporated by reference) and in connection with the transactions described above, the Reporting Entity does not have any plans or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 to Rule 13d-101.
Item 5. Interest in Securities of the Issuer.
(a) – (b)
As of the date of this Schedule 13D, the Reporting Entity is the record holder and has shared voting and shared dispositive power with respect to 6,092,331.406 shares of SLIC Common Stock, representing approximately 22.3% of the issued and outstanding shares of SLIC Common Stock. As of the date of this Schedule 13D, none of the Scheduled Persons beneficially owned any shares of SLIC Common Stock.
(c) During the past 60 days none of the Reporting Persons or Scheduled Persons has effected any transactions in the SLIC Common Stock, except as reported in this Schedule 13D.
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relations With Respect to Securities of the Issuer.
The information set forth in Item 4 of this Schedule 13D and Exhibit 3 of this Schedule 13D are hereby incorporated herein by reference.
Item 7. Materials to be Filed as Exhibits.
* Exhibits and schedules to this exhibit have been omitted in accordance with Item 601(b)(2) of Regulation S-K. The registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.
**Portions of this exhibit, marked by brackets, have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K under the Securities Act of 1933, as amended, because they (i) are not material and (ii) are of the type that the Reporting Entity treats as private or confidential. The Reporting Entity undertakes to promptly provide an unredacted copy of this exhibit on a supplemental basis, if requested by the Securities and Exchange Commission or its staff.
SIGNATURES
The undersigned certifies, after reasonable inquiry and to the best knowledge and belief of the undersigned, that the information set forth in this Statement is true, complete and correct. The undersigned agrees to the filing of this Statement on Schedule 13D.
| NORTH HAVEN PRIVATE INCOME FUND LLC | |||
| Date: May 31, 2024 | By: | /s/ Orit Mizrachi | |
| Name: | Orit Mizrachi | ||
| Title: | Chief Operating Officer | ||
Schedule I
Directors and Executive Officers of Reporting Entity
The name, function, citizenship and present principal occupation or employment of each of the directors and executive officers of the Reporting Entity are set forth below. Unless otherwise indicated below, (i) each occupation set forth opposite an individual’s name refers to employment with the Reporting Entity and (ii) the business address of each director and executive officer listed below is 1585 Broadway, New York, New York 10036.
| Name | Position with Reporting Person | Principal Occupation | Citizenship |
| David N. Miller | Chair of the Board of Directors | Head of Global Private Credit & Equity at Morgan Stanley. | United States of America |
| Jeffrey S. Levin | Chief Executive Officer, President and Director | Co-Head of Morgan Stanley’s North America Private Credit team. | United States of America |
| Joan Binstock | Director | Retired. | United States of America |
| Bruce Frank | Director | Retired. | United States of America |
| Adam Metz | Director | Retired. | United States of America |
| Kevin Shannon | Director | Retired. | United States of America |
| Orit Mizrachi | Chief Operating Officer | Managing Director of the Morgan Stanley Investment Management platform (“IM”). | United States of America |
| Michael Occi | Chief Administrative Officer | Managing Director of IM. | United States of America |
| David Pessah | Chief Financial Officer | Managing Director of Morgan Stanley IM. | United States of America |
| Gauranga Pal | Chief Compliance Officer | Executive Director of IM and Chief Compliance Officer of MS Capital Partners Adviser Inc. | United States of America |
Exhibit 3
Fund of Funds Investment Agreement
This FUND OF FUNDS INVESTMENT AGREEMENT (the “Agreement”), dated as of May 24, 2024 is between North Haven Private Income Fund LLC a Limited Liability Company organized under the laws of Delaware (the “Acquiring Fund”), and SL Investment Corp., a Corporation incorporated under the laws of Delaware (the “Acquired Fund” and, together with the Acquiring Fund, the “Funds”).
WHEREAS, the Acquiring Fund is a closed-end management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940 (the “1940 Act”);
WHEREAS, the Acquired Fund is a closed-end management investment company that has elected to be regulated as a business development company under the 1940 Act;
WHEREAS, Sections 12(d)(1) and 60 of the 1940 Act generally limit the ability of a registered investment company or business development company to invest in shares of another registered investment company or business development company;
WHEREAS, Rule 12d1-4 under the 1940 Act generally permits a registered investment company or business development company to invest in shares of another registered investment company or business development company in excess of the limitations under Sections 12(d)(1) and 60 subject to certain terms and conditions; and
WHEREAS, the Acquiring Fund, from time to time, may wish to acquire shares of the Acquired Fund in excess of the limitations under Sections 12(d)(1) and 60 in reliance on Rule 12d1-4.
NOW, THEREFORE, in consideration of the potential benefits to the Funds arising out of the investment by the Acquiring Fund in the Acquired Fund, the Funds agree as follows:
| 1. | Representations and Obligations of the Acquired Fund |
The Acquired Fund agrees to:
(a) comply with the terms and conditions of Rule 12d1-4 and this Agreement;
(b) promptly notify the Acquiring Fund if the Acquired Fund fails to comply with the terms and conditions of Rule 12d1-4 or this Agreement;
(c) adopt policies and procedures reasonably designed to prevent violations of Rule 12d1-4; and
(d) provide, subject to applicable law, the Acquiring Fund and its investment adviser with information reasonably requested by the Acquiring Fund and its investment adviser to comply with the terms and conditions of Rule 12d1-4, including information on the fees and expenses of the Acquired Fund.
| 2. | Representations and Obligations of the Acquiring Fund |
The Acquiring Fund agrees to:
(a) comply with the terms and conditions of Rule 12d1-4 and this Agreement;
(b) promptly notify the Acquired Fund if the Acquiring Fund fails to comply with the terms and conditions of Rule 12d1-4 or this Agreement; and
(c) adopt policies and procedures reasonably designed to prevent violations of Rule 12d1-4.
(d) The Acquiring Fund hereby agrees that it shall “mirror vote” the shares of the Acquired Fund it holds in the same proportion for and against any applicable shareholder proposals as all the other holders of the Acquired Fund’s shares.
| 3. | Condition to Initial Purchase in Reliance on Rule 12d1-4 |
The Acquiring Fund and the Acquired Fund agree that, prior to the initial acquisition by the Acquiring Fund of shares of the Acquired Fund in reliance on Rule 12d1-4, the investment adviser to each of the Acquiring Fund and the Acquired Fund must make in writing the findings required by Rule 12d1-4.
| 4. | Notices |
Except as otherwise noted, all notices, including all information that either party is required to provide under the terms of this Agreement, shall be in writing and shall be delivered to the contact identified below (which may be changed from time to time upon written notice to the other party) by (i) Federal Express or other comparable overnight courier; (ii) registered or certified mail, postage prepaid, return receipt requested; (iii) facsimile with confirmation during normal business hours; or (iv) e-mail (to all parties set forth below). All notices, demands or requests so given will be deemed given when actually received.
If to the Acquiring Fund:
c/o Morgan Stanley
Attn: North Haven Private Income Fund LLC
Attn: Orit Mizrachi
1585 Broadway, 39th Floor
New York, NY 10036
orit.mizrachi@morganstanley.com
If to the Acquired Fund:
c/o Morgan Stanley
Attn: SL Investment Corp.
Attn: Orit Mizrachi
1585 Broadway, 39th Floor
New York, NY 10036
orit.mizrachi@morganstanley.com
| 5. | Termination and Governing Law |
(a) This Agreement will continue until terminated in writing by either party upon 60 days’ notice to the other party.
(b) This Agreement will be governed by laws of New York without regard to choice of law principles.
| 6. | Miscellaneous |
(a) This Agreement may not be assigned by either party without the prior written consent of the other. In the event either party assigns this Agreement to a third party as provided in this Section, such third party shall be bound by the terms and conditions of this Agreement applicable to the assigning party. Any assignment in contravention of this Section shall be null and void.
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(b) Except as expressly set forth herein, nothing in this Agreement shall confer any rights upon any person or entity other than the parties hereto and their respective successors and permitted assigns.
(c) No amendment, modification, or supplement of any provision of this Agreement will be valid or effective unless made in writing in the manner provided by Section 4 and signed by a duly authorized representative of each party.
(d) This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. This Agreement shall become binding when any two or more counterparts thereof, individually or taken together, bear the signatures of both parties hereto. For purposes hereof, a facsimile copy of this Agreement, including the signature pages hereto, shall be deemed an original.
(e) If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions of this Agreement remain in full force and effect, if the essential terms and conditions of this Agreement for both parties remain valid, legal and enforceable.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
| North Haven Private Income Fund LLC | |
| /s/ Orit Mizrachi | |
| Print Name: Orit Mizrachi | |
| Title: Chief Operating Officer | |
| SL Investment Corp. | |
| /s/ Orit Mizrachi | |
| Print Name: Orit Mizrachi | |
| Title: Chief Operating Officer |
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