UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, ~~D.C.~~DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of ~~Report~~report (Date of earliest event reported): July ~~June 3~~13, 2024

SL Investment Corp.

(Exact name of ~~registrant~~Registrant as ~~specified~~Specified in ~~its charter~~Its Charter)

Delaware

814-01366

85-3472615

~~814-01366~~

~~85-3472615~~

(State or other jurisdictionof incorporation)

(CommissionFile Number)

(IRS EmployerIdentification Number)

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1585 Broadway

1585 Broadway, New York, NY

10036

New York, NY

10036

(Address of Principal Executive Offices)

(Zip Code)

(Address of principal executive offices)

(Zip Code)

1Registrant’s telephone number, including area code: (212) 761-4000

(~~Registrant’s~~Former ~~telephone~~Name ~~number~~or Former Address, ~~including~~if ~~area~~Changed Since ~~code~~Last Report)

~~Not~~Check ~~Applicable~~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 (see General Instruction A.2. below):

~~(Former~~¨ ~~Name~~Written orcommunications ~~Former~~pursuant ~~Address,~~to ifRule ~~changed~~425 ~~since~~under ~~last~~the ~~report)~~Securities Act (17 CFR 230.425)

~~Check~~¨ ~~the~~Soliciting ~~appropriate~~material ~~box~~pursuant ~~below~~to ifRule ~~the Form 8~~14a-K12 ~~filing~~under ~~is intended to simultaneously satisfy~~ the ~~filing~~Exchange ~~obligation~~Act of(17 ~~the~~CFR ~~registrant under any of the following provisions:~~240.14a-12)

☐¨ ~~Written~~Pre-commencement communications pursuant to Rule ~~425~~14d-2(b) under the ~~Securities~~Exchange Act (17 CFR ~~230~~240.~~425~~14d-2(b))

☐¨ ~~Soliciting~~Pre-commencement ~~material~~communications pursuant to Rule ~~14a~~13e-124(c) under the Exchange Act (17 CFR 240.~~14a~~13e-124(c))

☐ 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 ☒ x

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. ☒ x

Item 52.~~07.~~01 ~~Submission~~Completion of ~~Matters~~Acquisition toor aDisposition ~~Vote~~ of ~~Security Holders~~Assets.

OnCompletion ~~June 3, 2024, SL Investment Corp. (the “Company”) held its 2024 Annual Meeting~~ of Stockholders (the “Annual Meeting”). As of April 4, 2024, the record date for the Annual Meeting, there were 27,281,428 shares of common stock of the Company and 521 shares of preferred stock of the Company outstanding and entitled to vote. 27,281,428 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.Merger

~~The~~On July ~~final~~15, ~~voting~~2024, ~~results~~North ~~for~~Haven Private Income Fund LLC, a Delaware limited liability company (“PIF”), completed its previously announced acquisition of SL Investment Corp., a Delaware corporation (the “Company”), pursuant to that certain Agreement and Plan of Merger, dated as of May 28, 2024 (the “Merger Agreement”), by and among the Company, PIF, Cobalt Merger Sub Inc., a wholly owned subsidiary of PIF (“Merger Sub”), and MS Capital Partners Adviser Inc., a Delaware corporation and investment adviser to each of PIF and the ~~proposals~~Company ~~submitted~~(the “Adviser”). Pursuant to the Merger Agreement, Merger Sub was first merged with and into the Company, with the Company as the surviving corporation (the “Initial Merger”), and, immediately following the Initial Merger, the Company was then merged with and into PIF, with PIF as the surviving company (the Initial Merger and the subsequent merger, collectively, the “Merger”). As a ~~vote~~result of, ~~stockholders~~and atas of the ~~Annual~~effective ~~Meeting~~time ~~are~~of, ~~set~~the Merger, the Company’s separate existence ceased.

~~forth~~In ~~below.~~accordance ~~Each~~with ~~proposal~~the ~~was~~terms ~~approved~~of the Merger Agreement, at the effective time of the Merger, each outstanding share of the Company’s common stock, other than shares of common stock held by PIF, was converted into the ~~requisite~~right ~~vote~~to receive an amount in cash equal to $20.59.

~~Proposal~~The 1foregoing 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 Toto ~~elect~~its ~~two~~Current ~~directors:~~Report on Form 8-K filed on May 28, 2024, incorporated herein by reference.

~~(a)~~Redemption ~~Mr. Jeffrey S. Levin, to be voted upon by holders~~ of ~~the~~Preferred 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; andStock

~~(b)~~On ~~Ms.~~July ~~Joan~~15, ~~Binstock~~2024, toin beconnection with ~~voted~~and ~~upon~~immediately byprior ~~holders~~to of the ~~outstanding~~effective ~~shares~~time of the ~~Company’s common stock and preferred stock~~Merger, ~~voting~~the ~~together~~Company asredeemed aall ~~single~~of ~~class,~~the tooutstanding ~~serve~~shares ~~for~~of aits ~~three-year~~preferred ~~term~~stock designated ~~until~~as ~~her~~12.0% ~~successor~~Series ~~has~~A ~~been~~Cumulative ~~elected~~Preferred ~~and~~Stock ~~qualified~~(the or“Series ~~until~~A ~~her~~Preferred ~~earlier resignation, removal, death or incapacity~~Stock”).

Nominees	For	Withhold	Broker Non-Votes
1a. Jeffrey S. Levin	521	-	-
1b. Joan Binstock	27,281,949	2,016,840	-

The Series A Preferred Stock was redeemed in accordance with the terms of the Certificate of Designation of 12.0% Series A Cumulative Preferred Stock of the Company. Prior to the redemption there were 521 shares of Series A Preferred Stock, or $521,000 aggregate liquidation preference, currently outstanding. Under the terms of the Series A Preferred Stock, the redemption price was 100% of the liquidation preference of the Series Preferred Stock, or $1,000 per share, together with accrued and unpaid dividends on such Series A Preferred Stock up to, and including, the redemption date.

~~Proposal~~Item 23.03 ToMaterial ~~ratify~~Modification ~~the~~to ~~selection~~Rights of ~~Deloitte~~Security ~~& Touche LLP as the Company’s independent registered public~~Holders.

For			Against			Abstain			Broker Non-Votes
27,281,949			-			-			-

The information required by Item 3.03 is contained in Items 2.01 and is incorporated herein by reference.

Item 5.01

Changes in Control of Registrant.

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 Merger Agreement, each of the named executive officers and directors of the Company ceased to be named executive officers and directors of the Company as of the effective time of the Merger (and not because of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices).

Item 5.07

Submission of Matters to a Vote of Security Holders.

Effective July 13, 2024, the holders of outstanding shares of the Company’s common stock unanimously adopted and approved the Merger Agreement and the transactions contemplated by the Merger Agreement.

Item 7.01

Regulation FD Disclosure.

On July 14, 2024, in accordance with the terms of the Merger Agreement, the Company’s board of directors declared a distribution of $0.04829 per share, which is payable on July 25, 2024 to stockholders of record on July 14, 2024.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

EXHIBIT NUMBER

2.1		Agreement and Plan of Merger, by and among North Haven Private Income Fund LLC, SL Investment Corp., Cobalt Merger Sub Inc. and MS Capital Partners Adviser Inc., dated as of May 28, 2024 (Incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K, filed on May 28, 2024).

104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the ~~registrant~~Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 5, 2024			SL INVESTMENT CORP.
	SL Investment Corp.
			By:	/s/ Orit Mizrachi
Date: July 15, 2024	By:	/s/ Orit Mizrachi
				Orit Mizrachi
	Name:	Orit Mizrachi
				Chief Operating Officer and Secretary
	Title:	Chief Operating Officer

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