TICC Only Able to Garner Support of Approximately 36% of All
Outstanding TICC Shares For BSP Transaction
TSLX Reminds TICC’s Board of Directors that Status Quo is an
Unacceptable Outcome for TICC Stockholders and TSLX Remains Committed to
Holding the Board Accountable
TSLX Calls on TICC’s Board of Directors to Engage Immediately as
Voting Results Represent a Demand by Stockholders for Immediate Change
at TICC
If TICC Does Not Engage, TSLX Expects TICC Stockholders Will Begin
Process to Secure Value Creation as Early as January 2016
NEW YORK--(BUSINESS WIRE)--Dec. 22, 2015--
TPG Specialty Lending, Inc. (“TSLX”; NYSE: TSLX), a specialty finance
company focused on lending to middle-market companies, today commented
on the outcome of the TICC Capital Corp. (“TICC”; Nasdaq: TICC) special
meeting of stockholders held today (the “Special Meeting”). Based on
proxies submitted to the independent Inspector of Election for the
Special Meeting, preliminary results indicate that stockholders did not
approve TICC’s proposed new investment advisory agreement with Benefit
Street Partners L.L.C.
Josh Easterly, Chairman and Co-Chief Executive Officer of TSLX,
commented: “We thank our fellow TICC stockholders for making their
voices heard and voting to stop this inferior transaction and drive
change at TICC. Despite beginning their solicitation in early September
2015, TICC was only able to garner the support of approximately 36% of
all outstanding TICC shares for the transaction with BSP.
“TICC has already endorsed the need for change in its argument in
support of the BSP Transaction, and with today’s rejection of the
conflicted BSP Transaction, TICC’s Board now must follow through on its
mandate to maximize value for stockholders by engaging with TSLX. Our
highly compelling proposal to acquire TICC would deliver stockholders an
immediate, upfront premium for their shares and the opportunity to
participate in the value creation of a top performing manager. We are
confident that our offer is the best option for TICC stockholders and
stand ready and willing to engage with TICC immediately to make this
transaction a reality.
“With the outcome of today’s vote, TICC stockholders are demanding real
change in the management and governance of TICC. If the TICC Board of
Directors is unwilling to fulfill its fiduciary duty and move swiftly to
engage with us, we are confident that TICC stockholders will
nevertheless secure meaningful value creation in 2016. TICC stockholders
have other viable avenues for change, including taking direct action to
terminate the existing investment advisory agreement or calling for
liquidation of TICC’s assets in a process that could commence as early
as January. We are nonetheless hopeful that TICC’s Board will now engage
in substantive discussions with us.”
Under the terms of the TSLX proposal, TICC stockholders would receive a
number of shares of TSLX common stock that results in TICC stockholders
receiving 90% of TICC’s net asset value per share as of the signing date
of a definitive agreement which represents 18.3% premium to yesterday's
close based on TICC's reported NAV as of September 30, 2015.
The TSLX proposal provides a number of key benefits that should be
considered by the TICC Board of Directors and which TSLX believes make
its offer the best option for TICC and its stockholders:
-
The TSLX proposal provides TICC stockholders with an immediate,
upfront premium for all of their shares of approximately 18.3%;
-
TICC stockholders would have the opportunity to participate in an
industry-leading platform that has delivered three-year total
stockholder returns of 51.6%, a period in which the BDC sector
generated 7.4% and TICC generated NEGATIVE 13.9%;1
-
TSLX’s returns for stockholders are driven by its proven investment
strategy of higher value added investments focused on less liquid but
higher earning credit investments that have a superior risk-return
profile and a market-leading cost structure to drive higher return on
equity over time;
-
TSLX has one of the most competitive management fee structures in the
industry, with lower relative fees than TICC since 2012, after
considering total economic profit;
-
TSLX pays sustainable dividends funded by the income its generates
rather than its investors’ own capital, and expects to grow its
dividend over time as it executes its proven investment strategy; and
-
TSLX has a stockholder-friendly approach to share buybacks and is
committed to repurchasing its stock if the share price falls below net
asset value.
1 These figures are for the three years prior to September
15, 2015, the day before TSLX announced its proposal to acquire TICC
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 approximately $12 billion of
assets under management, and the broader TPG platform, a global private
investment firm with over $70 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.
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.
View source version on businesswire.com: http://www.businesswire.com/news/home/20151222005901/en/
Source: TPG Specialty Lending, Inc.
Investors
TPG Specialty Lending
Robert Ollwerther, 212-430-4119
bollwerther@tpg.com
or
TPG
Specialty Lending
Lucy Lu, 212-601-4753
llu@tpg.com
or
MacKenzie
Partners, Inc.
Charlie Koons, 212-929-5708
ckoons@mackenziepartners.com
or
Media
TPG
Specialty Lending
Luke Barrett, 212-601-4752
lbarrett@tpg.com
or
Abernathy
MacGregor
Tom Johnson or Pat Tucker
212-371-5999
tbj@abmac.com
/ pct@abmac.com
