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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): March 15, 2011
TPG Specialty Lending, Inc.
(Exact name of registrant as specified in charter)
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Delaware
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814-00854
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27-3380000 |
(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.) |
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301 Commerce Street, Suite 3300
Fort Worth, TX
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76102
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(Address of Principal Executive Offices)
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Registrants telephone number, including area code: (817) 871-4000
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 (see General
Instruction A.2):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
On January 14, 2011, TPG Specialty Lending, Inc. (the Company) filed a registration
statement on Form 10 (the Registration Statement). The Registration Statement became
automatically effective on March 15, 2011.
On March 15, 2011, the Company also entered into an Administration Agreement (the
Administration Agreement) with TSL Advisers, LLC (the Administrator). The Administrator will
also serve as the Companys investment adviser under the terms of a separate Advisory Agreement.
Under the terms of the Administration Agreement, the Administrator will provide administrative
services to the Company. These services include providing office space to the Company, providing
it with equipment and office services, maintaining its financial records, preparing reports to its
stockholders and reports filed with the SEC and managing the payment of its expenses and the
performance of administrative and professional services rendered to it by others.
The Administration Agreement provides that the Company will reimburse the Administrator for
certain initial organization and operating costs up to an aggregate of $1.5 million. The
Administrator has notified the Company that initial organization and
operating costs have exceeded
$1.5 million; therefore, upon effectiveness of the Administration Agreement on March 15, 2011, $1.5 million
will be charged to the Company and accrued on the Companys books and records.
Unless earlier terminated as described below, the Administration Agreement will remain in
effect until March 15, 2013 and will remain in effect from year to year thereafter if approved
annually by (i) the vote of the Companys Board of Directors, or by the vote of a majority of its
outstanding voting securities, and (ii) the vote of a majority of the Companys directors who are
not interested persons of the Company, of the Administrator or of any of their respective
affiliates, as defined in the Investment Company Act of 1940, as amended. The Administration
Agreement will automatically terminate in the event of assignment and may be terminated by either
party without penalty upon at least 60 days written notice to the other party.
The Administration Agreement is filed as Exhibit 10.1 to this Form 8-K and incorporated by
reference herein.
Item 8.01. Other Events.
The information contained in Item 1.01 above regarding the Administration Agreement is
incorporated by reference into this Item 8.01.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit 10.1:
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Administration Agreement, dated as of March 15, 2011,
between the Company and the Administrator |
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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.
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TPG SPECIALTY LENDING, INC.
(Registrant)
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Date: March 15, 2011 |
By: |
/s/ Ronald Cami
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Ronald Cami |
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Vice President |
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Exhibit 10.1
ADMINISTRATION AGREEMENT
BETWEEN
TPG SPECIALTY LENDING, INC.
AND
TSL ADVISERS, LLC
This Agreement (Agreement) is made as of March 15, 2011 by and between TPG
SPECIALTY LENDING, INC. a Delaware corporation (the Company), and TSL ADVISERS, LLC, a
Delaware limited liability company (the Administrator).
WHEREAS, the Company is a closed-end management investment fund that intends to elect to be
treated as a business development company (BDC) under the Investment Company Act of 1940
(the Investment Company Act);
WHEREAS, the Company desires to retain the Administrator to provide administrative services to
the Company in the manner and on the terms hereinafter set forth; and
WHEREAS, the Administrator is willing to provide administrative services to the Company on the
terms and conditions hereafter set forth;
NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained and
for other good and valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the Company and the Administrator hereby agree as follows:
1. Duties of the Administrator
(a) Employment of Administrator. The Company hereby employs the Administrator to act
as administrator of the Company, and to furnish, or arrange for others to furnish, the
administrative services, personnel and facilities described below, subject to review by and the
overall control of the Board of Directors of the Company (the Board), for the period and
on the terms and conditions set forth in this Agreement. The Administrator hereby accepts such
employment and agrees during such period to render, or arrange for the rendering of, such services
and to assume the obligations herein set forth subject to the reimbursement of costs and expenses
provided for below. The Administrator and such others shall for all purposes herein be deemed to
be independent contractors and shall, unless otherwise expressly provided or authorized herein,
have no authority to act for or represent the Company in any way or otherwise be deemed agents of
the Company.
(b) Services. The Administrator shall perform (or oversee, or arrange for, the
performance of) the administrative services necessary for the operation of the Company. Without
limiting the generality of the foregoing, the Administrator shall provide the Company with office
facilities, equipment, clerical, bookkeeping and record keeping services at such facilities and
such other services as the Administrator, subject to review by the Board, shall from time to time
determine to be necessary or useful to perform its obligations under this Agreement. The
Administrator shall also, on behalf of the Company, conduct relations with custodians,
depositories, transfer agents, dividend disbursing agents, other stockholder servicing agents,
accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks
and such other persons in any such other capacity deemed to be necessary or desirable. The
Administrator shall make reports to the Board of its performance of obligations hereunder and
furnish advice and recommendations with respect to such other aspects of the business and affairs
of the Company as it shall determine to be desirable; provided that nothing herein shall be
construed to require the Administrator to, and the Administrator shall not, in its capacity as
Administrator pursuant to this Agreement, provide any advice or recommendation relating to the
securities and other assets that the Company should purchase, retain or sell or any other
investment advisory services to the Company. The Administrator shall be responsible for the
financial and other records that the Company is required to maintain and shall prepare, print and
disseminate reports to stockholders, and reports and other materials filed with the Securities and
Exchange Commission (the SEC). The Administrator will provide on the Companys behalf
significant managerial assistance to those portfolio companies to which the Company is required to
provide such assistance. In addition, the Administrator will assist the Company in determining and
publishing (as necessary or appropriate) the Companys net asset value, overseeing the preparation
and filing of the Companys tax returns, and generally overseeing the payment of the Companys
expenses and the performance of administrative and professional services rendered to the Company by
others.
2. Records
The Administrator agrees to maintain and keep all books, accounts and other records of the
Company that relate to activities performed by the Administrator hereunder and will maintain and
keep such books, accounts and records in accordance with the Investment Company Act. In compliance
with the requirements of Rule 31a-3 under the Investment Company Act, the Administrator agrees that
all records which it maintains for the Company shall at all times remain the property of the
Company, shall be readily accessible during normal business hours, and shall be promptly
surrendered upon the termination of the Agreement or otherwise on written request. The
Administrator further agrees that all records which it maintains for the Company pursuant to Rule
31a-1 under the Investment Company Act will be preserved for the periods prescribed by Rule 31a-2
under the Investment Company Act unless any such records are earlier surrendered as provided above.
Records shall be surrendered in usable machine-readable form. The Administrator shall have the
right to retain copies of such records subject to observance of its confidentiality obligations
under this Agreement.
3. Confidentiality
The parties hereto agree that each shall treat confidentially the terms and conditions of this
Agreement and all information provided by each party to the other regarding its business and
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operations. All confidential information provided by a party hereto, including nonpublic
personal information (regulated pursuant to Regulation S-P of the SEC), shall be used by any other
party hereto solely for the purpose of rendering services pursuant to this Agreement and, except as
may be required in carrying out this Agreement, shall not be disclosed to any third party, without
the prior consent of such providing party. The foregoing shall not be applicable to any
information that is publicly available when provided or thereafter becomes publicly available other
than through a breach of this Agreement, or that is required to be disclosed by any regulatory
authority, any authority or legal counsel of the parties hereto, by judicial or administrative
process or otherwise by applicable law or regulation.
4. Compensation; Allocation of Costs and Expenses
In full consideration of the provision of the services of the Administrator, the Company shall
reimburse the Administrator for the costs and expenses incurred by the Administrator in performing
its obligations and providing personnel and facilities hereunder, it being understood and agreed
that, except as otherwise provided herein or in that certain Investment Advisory Management
Agreement, by and between the Company and the Adviser, as amended from time to time (the Advisory
Agreement), the Administrator shall be solely responsible for the compensation of its
investment professionals and employees and all overhead expenses of the Administrator (including
rent, office equipment and utilities). The Company will bear all costs and expenses that are
incurred in its operation, administration and transactions and not specifically assumed by the
Adviser pursuant to the Advisory Agreement. Costs and expenses to be borne by the Company include,
but are not limited to, those relating to: organizational expenses (up to an aggregate of
$1,500,000, it being understood and agreed that the Adviser shall bear all organizational expenses
of the Company in excess of such amount); calculating the Companys net asset value (including the
cost and expenses of any independent valuation firm); expenses incurred by the Adviser payable to
third parties, including agents, consultants or other advisors, in monitoring financial and legal
affairs for the Company and in providing administrative services, monitoring the Companys
investments and performing due diligence on its prospective portfolio companies; interest payable
on debt, if any, incurred to finance the Companys investments; sales and purchases of the
Companys common stock and other securities; investment advisory and management fees;
administration fees, if any, payable under this Agreement; fees payable to third parties, including
agents, consultants or other advisors, relating to, or associated with, evaluating and making
investments; transfer agent and custodial fees; federal and state registration fees; all costs of
registration and listing the Companys shares on any securities exchange; federal, state and local
taxes; independent directors fees and expenses; costs of preparing and filing reports or other
documents required by the SEC; costs of any reports, proxy statements or other notices to
stockholders, including printing and mailing costs and the costs of any stockholders meetings, as
well as the compensation of an investor relations professional responsible for the coordination and
administration of the foregoing; the Companys allocable portion of the fidelity bond, directors
and officers/errors and omissions liability insurance, and any other insurance premiums; direct
costs and expenses of administration, including printing, mailing, long distance telephone,
copying, secretarial and other staff, independent auditors and outside legal costs; compensation of
other professionals (including employees of the Administrator) devoted to preparing the Companys
financial statements or tax returns or providing similar back office financial services to the
Company; and all other expenses incurred by the Company or the Administrator in connection with
administering the
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Companys business. Notwithstanding anything to the contrary contained herein, the Company
shall reimburse the Adviser (or its affiliates) for an allocable portion of the compensation paid
by the Adviser (or its affiliates) to the Companys Chief Compliance Officer and Chief Financial
Officer (based on a percentage of time such individuals devote, on an estimated basis, to the
business and affairs of the Company). For the avoidance of doubt, the Adviser shall be solely
responsible for any placement or finders fees payable to placement agents engaged by the Company
or its affiliates in connection with the offering of securities by the Company.
5. Limitation of Liability of the Administrator; Indemnification
The Administrator (and its members, managers, officers, employees, agents, controlling persons
and any other person or entity affiliated with it) shall not be liable to the Company for any
action taken or omitted to be taken by the Administrator in connection with the performance of any
of its duties or obligations under this Agreement or otherwise as administrator for the Company.
As permitted by Article VIII of the Certificate of Incorporation, the Company shall, to the fullest
extent permitted by law, provide indemnification and the right to the advancement of expenses, to
each person who was or is made a party or is threatened to be made a party to or is involved
(including, without limitation, as a witness) in any actual or threatened action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that
he/she is or was a member, manager, officer, employee, agent, controlling person or any other
person or entity affiliated with the Administrator (each such person hereinafter an
Indemnitee), on the same general terms set forth in Article VIII of the Certificate of
Incorporation, the terms of which are incorporated herein mutatis mutandi as applied to the
Indemnitees.
6. Activities of the Administrator
The services of the Administrator to the Company are not to be deemed to be exclusive, and the
Administrator and each affiliate is free to render services to others. It is understood that
directors, officers, employees and stockholders of the Company are or may become interested in the
Administrator and its affiliates, as directors, officers, members, managers, employees, partners,
stockholders or otherwise, and that the Administrator and directors, officers, members, managers,
employees, partners and stockholders of the Administrator and its affiliates are or may become
similarly interested in the Company as stockholders or otherwise.
7. Duration and Termination of this Agreement
(a) This Agreement shall continue in effect for two years from the date hereof, and thereafter
shall continue automatically for successive annual periods, provided that such continuance is
specifically approved at least annually by:
(i) the vote of the Board, or by the vote of a majority of the outstanding voting securities
of the Company; and
(ii) the vote of a majority of the Companys directors who are not parties to this Agreement
or interested persons (as such term is defined in Section 2(a)(19) of the Investment Company Act)
of any such party, in accordance with the requirements of the Investment Company Act.
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(b) The Agreement may be terminated at any time, without the payment of any penalty, upon not
more than 60 days written notice, by the vote of a majority of the outstanding voting securities
of the Company, or by the vote of the Board or by the Administrator.
(c) This Agreement may not be assigned by a party without the consent of the other
party; provided, however, that the rights and obligations of the Company
under this Agreement shall not be deemed to be assigned to a newly formed entity in the
event of the merger of the Company into, or conveyance of all of the assets of the Company
to, such newly formed entity; provided, further, however, that the
sole purpose of that merger or conveyance is to effect a mere change in the Companys legal
form into another limited liability entity. The provisions of Section 5 of this Agreement
shall remain in full force and effect, and the Administrator shall remain entitled to the
benefits thereof, notwithstanding any termination of this Agreement.
8. Amendments of this Agreement
This Agreement may be amended pursuant to a written instrument by mutual consent of the
parties.
9. Governing Law
This Agreement shall be construed in accordance with the laws of the State of Delaware and the
applicable provisions of the Investment Company Act, if any. In such case, to the extent the
applicable laws of the State of Delaware, or any of the provisions herein, conflict with the
provisions of the Investment Company Act, the latter shall control.
10. Entire Agreement
This Agreement contains the entire agreement of the parties and supercedes all prior
agreements, understandings and arrangements with respect to the subject matter hereof.
11. Notices
Any notice under this Agreement shall be given in writing, addressed and delivered or mailed,
postage prepaid, to the other party at its principal office.
Remainder of Page Intentionally Left Blank
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the
date first above written.
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TPG SPECIALTY LENDING, INC.
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By: |
/s/
Ronald Cami |
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Name: |
Ronald Cami |
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Title: |
Vice President |
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TSL ADVISERS, LLC
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By: |
/s/
David
C. Reintjes |
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Name: |
David
C. Reintjes |
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Title: |
Chief Compliance Officer |
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