8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): December 9, 2019 (December 8, 2019)

THL CREDIT SENIOR LOAN fund
(Exact Name of Registrant as Specified in its Charter)

Delaware	811-22874	46-6926742
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
incorporation or organization)		Identification No.)

227 West Monroe Street, Suite 3200
Chicago, Illinois	60606
(Address of Principal Executive Offices)	(Zip Code)
Registrant's telephone number, including area code: (312) 702-8199
______________________________

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
Common Shares of Beneficial Interest, $0.001 par value per share	TSLF	New York Stock Exchange

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 8.01. Other Events.

Press Releases

On December 9, 2019, THL Credit Senior Loan Fund (the "Fund") issued a press release announcing that THL Credit Advisors LLC, the investment adviser to the Fund (the "Adviser") entered into a definitive agreement with First Eagle Investment Management, LLC ("First Eagle"), whereby a newly formed subsidiary of First Eagle has agreed, subject to the satisfaction of the closing conditions, to merge with and into the Adviser, with the Adviser as the surviving company (the "Transaction").

The full text of the Fund's press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

On December 8, 2019, the Adviser issued a press release announcing the Transaction. The full text of the Adviser's press release is attached hereto as Exhibit 99.2 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press release, dated December 9, 2019
99.2	Press release, dated December 8, 2019

SIGNATURES

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.

	THL CREDIT SENIOR LOAN FUND
Date:  December 9, 2019	By:        /s/ Jennifer Wilson
	Name:   Jennifer Wilson
	Title:     Secretary

EX-99.1

Exhibit 99.1

THL Credit Senior Loan Fund Reports Announcement by THL Credit Advisors and First Eagle Investment Management of Acquisition Transaction

Boston, December 9, 2019 – THL Credit Senior Loan Fund (the "Fund") (NYSE: TSLF) today reported that THL Credit Advisors LLC, the investment adviser to the Fund (the "Adviser") entered into a definitive agreement with First Eagle Investment Management, LLC ("First Eagle"), whereby a newly formed subsidiary of First Eagle has agreed, subject to the satisfaction of the closing conditions, to merge with and into the Adviser, with the Adviser as the surviving company (the "Transaction"). A copy of the joint press release issued by the Adviser and First Eagle related to the Transaction will be available at www.thlcredit.com. Upon consummation of the Transaction, all key personnel of the Adviser who are involved in the management of the Fund are expected to continue to serve in the same role(s) with respect to the Fund.

The consummation of the Transaction is expected to occur in the first quarter of 2020, subject to regulatory approvals and other customary closing conditions. If the Transaction is consummated, the Transaction will cause a change of control of the Adviser and will result in an assignment of the current investment advisory agreement between the Fund and the Adviser under the Investment Company Act of 1940, as amended (the "1940 Act"), and that contract would terminate automatically by its terms. Because the current investment advisory agreement will terminate upon completion of the Transaction, the Adviser intends to propose that the Fund's Board of Trustees (the "Board") approve the Adviser continuing to serve as the Fund's adviser pursuant to a new investment advisory agreement (the "New Advisory Agreement"), subject to shareholder approval. The Adviser expects to propose that all material terms of the New Advisory Agreement remain unchanged from the material terms of the current investment advisory agreement. Obtaining approval from the Fund's shareholders of the New Advisory Agreement is not a condition to closing the Transaction. In the event that the Fund does not receive shareholder approval of the New Advisory Agreement prior to consummation of the Transaction, the Adviser intends to propose that the Board approve the Adviser continuing to serve as the Fund's investment adviser while the Fund seeks approval of the New Advisory Agreement under an interim investment advisory agreement that would include substantially the same terms as the current investment advisory agreement and otherwise meets the requirements of Rule 15a-4 under the 1940 Act, including the escrowing of advisory fees, pending shareholder approval of the New Advisory Agreement. In the event the Board approves operating pursuant to an interim investment advisory agreement, but the Fund's shareholders do not approve the New Advisory Agreement prior to 150 days after the consummation of the Transaction and the termination of the current investment advisory agreement, the Adviser will receive the lesser of any costs incurred in performing the interim investment advisory agreement (plus interest earned on that amount while in escrow); or the total amount in the escrow account (plus interest earned). Furthermore, if the Fund's shareholders do not approve the New Advisory Agreement prior to 150 days after the consummation of the Transaction and the termination of the current investment advisory agreement, the Adviser may no longer be able to serve as the investment adviser for the Fund upon the expiration of the interim investment advisory agreement, and the Board will consider what actions may be appropriate for the Fund.

Forward-Looking Statements

Statements included herein may constitute "forward-looking statements", which relate to future events or our future performance or financial condition. These statements are not guarantees of future performance, condition or results and involve a number of risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in our filings with the Securities and Exchange Commission ("SEC"). THL Credit Senior Loan Fund undertakes no duty to update any forward-looking statements made herein.

Additional Information about the Transaction and Where to Find It

In connection with seeking shareholder approval of the New Advisory Agreement ("Shareholder Approval"), the Fund expects that it will file relevant materials with the SEC, including a proxy statement. The Fund's shareholders are urged to read the proxy statement and any other documents filed with the SEC if and when such documents become available because they will contain important information about the Fund and the Shareholder Approval. The proxy statement, if and when available, will be mailed to shareholders of the Fund entitled to vote on the matters to be submitted for their approval in connection with the Shareholder Approval. The Fund's shareholders will be able to obtain free copies of the proxy statement and any other relevant documents filed with the SEC by the Fund through the website maintained by the SEC at http://www.sec.gov, or can be obtained free of charge at the Fund's website (www.thlcredittslf.com), or by writing to the Fund at 227 West Monroe Street, Suite 3200 Chicago, IL 60606, Attention: Corporate Secretary.

Participants in Solicitation Relating to the Stockholder Approval

The Fund, the Adviser and First Eagle and their respective board members and executive officers may be deemed to be participants in the solicitation of proxies from the Fund's shareholders in respect of the matters anticipated to be submitted to the shareholders of the Fund for their approval in connection with the Shareholder Approval. Information regarding the Fund's trustees and executive officers can be found in the Fund's definitive proxy statement for its 2019 Annual Meeting, filed with the SEC on March 29, 2019. Additional information regarding the interests of such potential participants would be included in the proxy statement and other relevant documents filed with the SEC in connection with the Transaction when they become available. These documents are available free of charge using the sources indicated above.

No Offer or Solicitation

This press release is not, and under no circumstances is it to be construed as, a prospectus or an advertisement and the communication of this press release is not, and under no circumstances is it to be construed as, an offer to sell or a solicitation of an offer to purchase any securities in the Fund or in any fund or other investment vehicle.

About THL Credit Senior Loan Fund

The Fund is a diversified, closed-end management investment company that is advised by THL Credit Advisors LLC. The Fund's investment objective is to provide current income and preservation of capital primarily through investments in U.S. dollar denominated senior secured corporate loans and notes ("Bank Loans"). There can be no assurance that the Fund will achieve its investment objective.

About THL Credit

THL Credit is an alternative credit investment manager for both direct lending and broadly syndicated investments through public and private vehicles, collateralized loan obligations, separately managed accounts and co-mingled funds. THL Credit maintains a variety of advisory and sub-advisory relationships across its investment platforms, including THL Credit, Inc. (Nasdaq: TCRD), a publicly traded business development company, and Eagle Growth and Income Opportunities Fund (NYSE: EGIF), a diversified, closed-end management investment company.

Contact the Fund at 1.833.845.7513 or visit the Fund's website at http://thlcredittslf.com for additional information.

Contact

Andrew Park
THL Credit Advisors
212.829.3126

EX-99.2

Exhibit 99.2

First Eagle Investment Management Agrees to Acquire Alternative Credit Manager THL Credit

NEW YORK December 8, 2019 — First Eagle Investment Management, LLC (“First Eagle”) and THL Credit Advisors LLC (“THL Credit”) today announced that they have entered into a definitive agreement for First Eagle to acquire THL Credit, a leading alternative credit manager with approximately $17 billion in assets under management as of September 30, 2019. The acquisition complements First Eagle’s established alternative credit platform, solidifying its place among the leaders in both tradable credit and middle-market direct lending.

First Eagle is an independent, privately owned investment firm with approximately $99 billion in assets under management as of September 30, 2019. The acquisition of THL Credit will expand the range of differentiated investment solutions First Eagle offers to institutional and retail investors worldwide while strengthening its partnerships with financial professionals as well as with borrowers, private equity sponsors and investment banks. Upon completion of the acquisition, First Eagle’s alternative credit platform will represent approximately $23 billion in assets under management and advisement.

“We see a persistent need in the market for meaningful and sustainable sources of income. Alternative credit strategies that invest in tradable credit and directly originated middle-market loans help address this need, offering investors the potential for material income streams and compelling risk-adjusted total returns across business cycles and interest rate environments,” said Mehdi Mahmud, President and Chief Executive Officer of First Eagle. “With best-in-class credit expertise and a creative, fiduciary-minded approach to developing investment solutions, THL Credit has built an excellent reputation in this structurally attractive space. We believe the combined platform represents a compelling value proposition for a broad spectrum of investors and other credit market participants. We are excited to welcome the THL Credit team to First Eagle.”

Established in 2007 as the credit affiliate of Thomas H. Lee Partners, L.P., one of the world’s oldest and most experienced private equity firms, THL Credit is headquartered in Boston and has its primary credit underwriting office in Chicago. THL Credit specializes in the management of tradable credit and direct lending to middle-market companies, made available to sophisticated investors through public and private vehicles, separately managed accounts and commingled funds, including the Wind River and Lake Shore collateralized loan obligation (CLO) programs.

“Uniting the capabilities of THL Credit and First Eagle on a single platform will create a credit business with the scale and experience to further accelerate our leading position in today’s market,” said THL Credit CEO Chris Flynn. “The team at THL Credit is excited by the growth opportunities we can seize by joining First Eagle. We look forward to working together to continue to provide clients with a best-in-class product suite in alternative credit.” Flynn will become President of the combined alternative credit platform, reporting to Mahmud, with THL Credit’s Chief Investment Officer Jim Fellows becoming CIO of the combined credit platform.

“We are extremely proud of what the THL Credit platform has achieved under the leadership of Chris and Jim. This is a very talented group of people who have built a strong franchise in a competitive market. Becoming part of First Eagle makes tremendous sense for all stakeholders, and we wish the THL Credit team nothing but continued success,” added Thomas M. Hagerty, Managing Director at Thomas H. Lee Partners, L.P.

“THL Credit’s significant organic growth over the years is testament to the investment capabilities of their team and the quality of the relationships they have been able to build in the marketplace,” said Tim Conway, founder of the business that ultimately became First Eagle Private Credit, who will remain with the combined platform as Vice Chairman. “The transaction is a transformative step forward for both organizations, positioning the business to provide more capital and financing options to private equity sponsors, while also offering broader investment options to institutional and retail investors. I am confident that the resulting First Eagle alternative credit platform will thrive under Chris’s leadership, and I look forward to working with him to ensure a smooth transition for all of our stakeholders.”

Approvals

The transaction has been approved by First Eagle’s and THL Credit’s boards of directors and is expected to close in the first quarter of 2020, subject to regulatory approvals and other customary closing conditions.

Advisors

BofA Securities acted as financial advisor to First Eagle, and Goodwin Procter was its legal counsel. Sandler O’Neill + Partners, LP acted as THL Credit’s financial advisor, and legal counsel was provided by Weil, Gotshal & Manges LLP and Winston & Strawn LLP.

About First Eagle Investment Management

First Eagle Investment Management is an independent, privately owned investment management firm headquartered in New York with approximately $99 billion in assets under management (as of September 30, 2019). Dedicated to providing prudent stewardship of client assets, the firm focuses on active, fundamental and benchmark-agnostic investing, with a strong emphasis on downside protection. Over a long history dating back to 1864, First Eagle has helped its clients avoid permanent impairment of capital and earn attractive returns through widely varied economic cycles—a tradition that is central to its mission today. The firm’s investment capabilities include equity, fixed income, private credit and multi-asset strategies. For more information, please visit www.feim.com.

About THL Credit

THL Credit is a $16.8 billion (as of September 30, 2019) alternative credit investment manager for both direct lending and broadly syndicated investments in public and private vehicles, CLOs, separately managed accounts and comingled funds. THL Credit maintains a variety of advisory and subadvisory relationships across its investment platform. THL Credit’s investment strategies and credit expertise accommodate a spectrum of targeted return profiles, while its creativity and flexibility enable it to create customizable investment products to meet the needs of investors. The firm’s reputation in the market as a collaborative, responsible lender is a reflection of its people, and it strives to be close to borrowers and partners, building trusted relationships over time.

About Thomas H. Lee Partners, L.P.

Thomas H. Lee Partners, L.P. ("THL") is a premier private equity firm investing in growth companies headquartered in North America. THL focuses its investment activity across four

industry sectors: Consumer, Financial Services, Healthcare and Technology & Business Solutions. Since its founding in 1974, THL has raised more than $26 billion of equity capital, invested in over 150 companies and completed more than 400 add-on acquisitions representing an aggregate enterprise value at acquisition of over $200 billion. With dedicated sector and operating teams, THL brings deep domain expertise and resources to build great companies by helping to accelerate growth, improve operations and drive long-term sustainable value in partnership with management. For more information on THL, please visit www.thl.com.

Media Contacts

For First Eagle:

Kekst

Lindsay Gross / Brinton Williams 212.521.4800

lindsay.gross@kekstcnc.com / brinton.williams@kekstcnc.com

For THL Credit:

Stanton

Emily M. Meringolo 646.502.3959

emeringolo@stantonprm.com

Forward-Looking Statements

The statements contained herein may include prospects, statements of future expectations and other forward-looking statements that are based on management's current views and assumptions and involve known and unknown risks and uncertainties. Actual results, performance or events may differ materially from those expressed or implied in such forward- looking statements. Any forward-looking statements herein are made only as of the date of this press release, and the company assumes no obligation to update any information or forward- looking statement contained herein, except as required to be disclosed by law.