TPG Specialty Lending, Inc. (“TSLX”; NYSE:TSLX), a specialty
finance company focused on lending to middle-market companies,
today issued the following statement in response to a misleading
press release issued by TICC Capital Corp. (“TICC”; Nasdaq: TICC)
regarding its stockholder distribution.
This Smart News Release features multimedia.
View the full release here:
http://www.businesswire.com/news/home/20151013006965/en/
FACT 1: TICC’s net asset value has consistently declined over
the last few years which is in part a direct reflection of TICC’s
policy to distribute investor capital as part of its dividend
policy. The simple fact of paying a dividend consisting of investor
capital is unsustainable, this is true regardless of TICC's
supposed interpretation of accounting rules.
FACT 2: Five respected, independent equity analysts believe that
TICC’s dividend is unsustainable. TICC does not address the
concerns raised by these independent voices.
FACT 3: TICC re-issued a stockholder letter updating how it
refers to its dividend to directly state the dividend is in part a
return of investor capital. TICC decided to bury this statement in
a footnote. Stockholders should be mindful of these disclosures and
how they contradict TICC’s own narrative.
FACT 4: TSLX has been clear about its approach to its dividend
policy and the long-term sustainability of such policy. TSLX has
been clear that with TICC it believes it can grow the TSLX
dividend. TICC has made no such similar statements about BSP’s
ability to grow the TICC dividend over time.
Josh Easterly, Chairman and Co-Chief Executive Officer of TSLX,
commented: “TSLX has delivered a strong, clear and bona fide offer
to give TICC’s stockholders, the true owners of the company, an
upfront premium and an opportunity to enjoy the value-creation of a
superior platform. We believe the facts are simple and stockholders
will not be misled by complex and flawed arguments about CLO
accounting and quarterly distributions. TICC’s past failed
performance speaks for itself and we look forward to solidifying
our support of TICC stockholders over the coming weeks.”
TSLX also reminds stockholders that TICC has still not directly
answered four simple questions. Those questions are repeated below
with a continued request for direct answers from TICC.
1. Are management or interested board members
of TICC receiving compensation, remuneration, or other payments
related to the proposed change of control of the TICC external
manager?
2. As compared to other business development
companies and asset classes, what results has management’s
leadership produced for TICC stockholders in the past three years?
What about since TICC’s initial public offering under this
management team and board supervision?
3. Why should the TICC external manager that
oversaw massive underperformance now be paid a premium to leave?
Why can't the board simply replace the manager in a way that pays
TICC stockholders instead? Who is the TICC board looking out for
here?
4. Is TICC’s dividend sustainable? Is TICC
currently earning enough to deliver its dividend? Does TICC
disagree with five respected independent analysts who believe the
TICC dividend will be cut?
While TICC has addressed the accounting of
its dividend, it has explicitly avoided any comment about the
sustainability of said policy.
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 a 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 over $12 billion of
assets under management, and the broader TPG platform, a global
private investment firm with over $74 billion of assets under
management. 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 to be
held on October 27, 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.
1 (1) Net Asset Value Per Share includes effect of realized and
unrealized gains Source: Public Filings
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version on businesswire.com: http://www.businesswire.com/news/home/20151013006965/en/
InvestorsTPG Specialty LendingRobert Ollwerther,
212-430-4119bollwerther@tpg.comorTPG Specialty LendingLucy Lu,
212-601-4753llu@tpg.comorMacKenzie Partners, Inc.Charlie Koons,
800-322-2885tpg@mackenziepartners.comorTPG Specialty
LendingMediaLuke Barrett, 212-601-4752lbarrett@tpg.comorAbernathy
MacGregorTom Johnson or Pat Tucker212-371-5999tbj@abmac.com /
pct@abmac.com
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