TSLX Reminds TICC’s Stockholders, the True Owners of the Company,
that the Status Quo at TICC is Not the Only Option for the Future Should
the BSP Transaction Fail at Next Tuesday’s Special Meeting of
Stockholders
TSLX Stands Ready and Willing to Make its Proposed Transaction a
Reality
Only the TSLX Proposal Offers TICC Stockholders an Immediate, Upfront
Premium and the Opportunity to Participate in an Outperforming Platform
TPG Specialty Lending, Inc. (“TSLX”; NYSE:TSLX), a specialty finance
company focused on lending to middle-market companies, today commented
on recent public statements from TICC Capital Corp. (“TICC”; Nasdaq:
TICC) and affirmed its commitment to holding TICC accountable to
stockholders beyond the upcoming special meeting of stockholders
scheduled for Tuesday, December 22, 2015 (the “Special Meeting”).
Josh Easterly, Chairman and Co-Chief Executive Officer of TSLX, issued
the following statement:
“TICC’s long-suffering stockholders are the true owners of TICC and have
a powerful voice in the company’s future. To state that a ‘no’ vote at
the Special Meeting mandates a return to the status quo shockingly
undermines the voice of TICC stockholders, as well as the Board’s
mandate to maximize value for them.
“Should the conflicted and self-interested transaction with Benefit
Street Partners L.L.C. (“BSP”) fail, TICC stockholders must demand that
their Board carefully consider the future of the company and respect the
will of stockholders.
“We strongly believe a ‘no’ vote at the Special Meeting sends a clear
message to the TICC Board to engage with TSLX to deliver meaningful
change to stockholders. We are confident that pursuing the conflicted
BSP transaction to reward a failed manager, being found by a Federal
Judge to have likely misled stockholders and years of dismal performance
will not be soon forgotten.
“We stand ready and willing to engage with TICC to make our proposal a
reality, but we are, and will remain, undeterred by any continued
intransigence of TICC management. We are committed to delivering
meaningful change and real value to TICC stockholders and will explore
every option available to us in order to do so, including by pursuing a
termination of the existing management agreement. As a stockholder, we
look forward to the results of the Special Meeting.”
TSLX reminds stockholders that all three proxy advisors that
independently advise stockholders on how to vote, five of the six
leading independent analysts that cover TICC and notable TICC
stockholders have clearly expressed significant concerns related to the
BSP transaction. Glass, Lewis & Co., LLC, a proxy advisory firm,
recently affirmed its position against the BSP transaction.
About TPG Specialty Lending
TPG Specialty Lending, Inc. (“TSLX” or the “Company”) is a specialty
finance company focused on lending to middle-market companies. The
Company seeks to generate current income primarily in U.S.-domiciled
middle-market companies through direct originations of senior secured
loans and, to a lesser extent, originations of mezzanine loans and
investments in corporate bonds and equity securities. The Company has
elected to be regulated as a business development company, or BDC, under
the Investment Company Act of 1940 and the rules and regulations
promulgated thereunder. TSLX is externally managed by TSL Advisers, LLC,
a Securities and Exchange Commission (“SEC”) registered investment
adviser. TSLX leverages the deep investment, sector, and operating
resources of TPG Special Situations Partners, the dedicated special
situations and credit platform of TPG, with approximately $12 billion of
assets under management as of September 30, 2015, and the broader TPG
platform, a global private investment firm with over $70 billion of
assets under management as of September 30, 2015. For more information,
visit the Company’s website at www.tpgspecialtylending.com.
Forward-Looking Statements
Information set forth herein includes forward-looking statements. These
forward-looking statements include, but are not limited to, statements
regarding TSLX proposed business combination transaction with TICC
Capital Corp. (“TICC”) (including any financing required in connection
with the proposed transaction and the benefits, results, effects and
timing of a transaction), all statements regarding TPG Specialty
Lending, Inc.’s (“TSLX”, or the “Company”) (and TSLX and TICC’s
combined) expected future financial position, results of operations,
cash flows, dividends, financing plans, business strategy, budgets,
capital expenditures, competitive positions, growth opportunities, plans
and objectives of management, and statements containing the words such
as “anticipate,” “approximate,” “believe,” “plan,” “estimate,” “expect,”
“project,” “could,” “would,” “should,” “will,” “intend,” “may,”
“potential,” “upside,” and other similar expressions. Statements set
forth herein concerning the business outlook or future economic
performance, anticipated profitability, revenues, expenses, dividends or
other financial items, and product or services line growth of TSLX (and
the combined businesses of TSLX and TICC), together with other
statements that are not historical facts, are forward-looking statements
that are estimates reflecting the best judgment of TSLX based upon
currently available information.
Such forward-looking statements are inherently uncertain, and
stockholders and other potential investors must recognize that actual
results may differ materially from TSLX’s expectations as a result of a
variety of factors, including, without limitation, those discussed
below. Such forward-looking statements are based upon management’s
current expectations and include known and unknown risks, uncertainties
and other factors, many of which TSLX is unable to predict or control,
that may cause TSLX’s plans with respect to TICC, actual results or
performance to differ materially from any plans, future results or
performance expressed or implied by such forward-looking statements.
These statements involve risks, uncertainties and other factors
discussed below and detailed from time to time in TSLX’s filings with
the Securities and Exchange Commission (“SEC”).
Risks and uncertainties related to the proposed transaction include,
among others, uncertainty as to whether TSLX will further pursue, enter
into or consummate the transaction on the terms set forth in the
proposal or on other terms, potential adverse reactions or changes to
business relationships resulting from the announcement or completion of
the transaction, uncertainties as to the timing of the transaction,
adverse effects on TSLX’s stock price resulting from the announcement or
consummation of the transaction or any failure to complete the
transaction, competitive responses to the announcement or consummation
of the transaction, the risk that regulatory or other approvals and any
financing required in connection with the consummation of the
transaction are not obtained or are obtained subject to terms and
conditions that are not anticipated, costs and difficulties related to
the integration of TICC’s businesses and operations with TSLX’s
businesses and operations, the inability to obtain, or delays in
obtaining, cost savings and synergies from the transaction, unexpected
costs, liabilities, charges or expenses resulting from the transaction,
litigation relating to the transaction, the inability to retain key
personnel, and any changes in general economic and/or industry specific
conditions.
In addition to these factors, other factors that may affect TSLX’s
plans, results or stock price are set forth in TSLX’s Annual Report on
Form 10-K and in its reports on Forms 10-Q and 8-K.
Many of these factors are beyond TSLX’s control. TSLX cautions investors
that any forward-looking statements made by TSLX are not guarantees of
future performance. TSLX disclaims any obligation to update any such
factors or to announce publicly the results of any revisions to any of
the forward-looking statements to reflect future events or developments.
Third Party-Sourced Statements and Information
Certain statements and information included herein have been sourced
from third parties. TSLX does not make any representations regarding the
accuracy, completeness or timeliness of such third party statements or
information. Except as expressly set forth herein, permission to cite
such statements or information has neither been sought nor obtained from
such third parties. Any such statements or information should not be
viewed as an indication of support from such third parties for the views
expressed herein. All information in this communication regarding TICC,
including its businesses, operations and financial results, was obtained
from public sources. While TSLX has no knowledge that any such
information is inaccurate or incomplete, TSLX has not verified any of
that information. TSLX reserves the right to change any of its opinions
expressed herein at any time as it deems appropriate. TSLX disclaims any
obligation to update the data, information or opinions contained herein.
Proxy Solicitation Information
The information set forth herein is provided for informational purposes
only and does not constitute an offer to purchase or the solicitation of
an offer to sell any securities. TSLX has filed with the SEC and mailed
to TICC stockholders a definitive proxy statement and accompanying GOLD
proxy card to be used to solicit votes at a special meeting of
stockholders of TICC scheduled for December 22, 2015 against (a)
approval of the new advisory agreement between TICC and TICC Management,
LLC (the “Adviser”), to take effect upon a change of control of the
Adviser in connection with the entrance of the Adviser into a purchase
agreement with an affiliate of Benefit Street Partners L.L.C. (“BSP”),
pursuant to which BSP will acquire control of the Adviser, (b) the
election of six directors nominated by TICC’s board of directors, and
(c) the proposal to adjourn the meeting if necessary or appropriate to
solicit additional votes.
TSLX STRONGLY ADVISES ALL STOCKHOLDERS OF TICC TO READ THE TSLX PROXY
STATEMENT AND ITS OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE
THEY CONTAIN IMPORTANT INFORMATION. SUCH TSLX PROXY MATERIALS ARE AND
WILL BECOME AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV
AND AT TSLX’S WEBSITE AT HTTP://WWW.TPGSPECIALTYLENDING.COM.
IN ADDITION, TSLX WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT
CHARGE UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO TSLX’S
PROXY SOLICITOR AT TPG@MACKENZIEPARTNERS.COM.
The participant in the solicitation is TSLX and certain of its directors
and executive officers may also be deemed to be participants in the
solicitation. As of the date hereof, TSLX directly beneficially owned
1,633,660 shares of common stock of TICC.
Security holders may obtain information regarding the names,
affiliations and interests of TSLX’s directors and executive officers in
TSLX’s Annual Report on Form 10-K for the year ended December 31, 2014,
which was filed with the SEC on February 24, 2015, its proxy statement
for the 2015 Annual Meeting, which was filed with the SEC on April 10,
2015, and certain of its Current Reports on Form 8-K. These documents
can be obtained free of charge from the sources indicated above.
Additional information regarding the interests of these participants in
the proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will also be included in
any proxy statement and other relevant materials to be filed with the
SEC when they become available.
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