UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. n/a )*
TPG Speciality Lending, Inc.
(Name of Issuer)
Common Stock, $.01 par value
n/a
(CUSIP Number)
Calendar Year 2013
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
x Rule 13d-1(c)
o Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No.
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n/a
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NAMES OF REPORTING PERSONS
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| 1 | I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
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SILVER CREEK CAPITAL MANAGEMENT LLC
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| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o
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(b) x
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SEC USE ONLY
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| 3 | |
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CITIZENSHIP OR PLACE OF ORGANIZATION
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| 4 | |
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Washington
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SOLE VOTING POWER
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| 5 | ||
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NUMBER OF
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SHARED VOTING POWER
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SHARES
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6 | |
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BENEFICIALLY
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18893
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| OWNED BY EACH | SOLE DISPOSITIVE POWER | |
| REPORTING | 7 | |
| PERSON WITH: | ||
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SHARED DISPOSITIVE POWER
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| 8 | ||
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18893
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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| 9 | |
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18893
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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| 10 | |
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x
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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| 11 | |
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3.74%
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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| 12 | |
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IA , IA
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FOOTNOTES
This Schedule 13G is being filed pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on behalf of Silver Creek Capital Management LLC, a Washington limited liability company ("Silver Creek Capital"), Silver Creek Advisory Partners LLC, a Delaware limited liability company("Silver Creek Partners") and the following private investment funds they manage (together, the "Funds"): Silver Creek Special Opportunities Fund III, L.P., a Delaware limited partnership ("SO3"); Silver Creek Special Opportunities Fund Cayman III, L.P., a Cayman Islands exempted limied partnership ("SO3C"); Silver Creek Credit Opportunities II Fund A, L.P, a Cayman Islands exempted limited partnership ("CO2A"); and Silver Creek Credit Opportunities III Fund B, L.P., a Cayman Islands exempted limited partnership ("CO3B") (together, the "Funds", Silver Creek Capital and Silver Creek Partners, each a "Reporting Person"). Silver Creek Capital serves as the investment adviser for SO3 and SO3C. Silver Creek Partners serves as the investment adviser for CO2A and CO3B. Each of Silver Creek Capital and Silver Creek Partners is also the investment manager or adviser to a variety of other private investment funds not including the Funds. This Schedule 13G relates to the Common Stock, par value $.01 per share, of TPG Specialty Lending, Inc.(the "Company"). Unless the context otherwise requires, references herein to the "Common Stock" are to such Common Stock of the Company. The Funds directly own the Common Stock to which this Schedule 13G relates, and each of Silver Creek Capital and Silver Creek Partners may be deemed to have beneficial ownership over such Common Stock by virtue of the authority granted to them by the respective Funds that they advise to vote and to dispose of the securities held by such Funds, including the Common Stock.
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CUSIP No.
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n/a
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NAMES OF REPORTING PERSONS
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| 1 | I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
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Silver Creek Advisory Partners LLC
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| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o
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(b) x
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SEC USE ONLY
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| 3 | |
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CITIZENSHIP OR PLACE OF ORGANIZATION
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| 4 | |
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Delaware
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SOLE VOTING POWER
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| 5 | ||
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NUMBER OF
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SHARED VOTING POWER
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SHARES
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6 | |
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BENEFICIALLY
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11854
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| OWNED BY EACH | SOLE DISPOSITIVE POWER | |
| REPORTING | 7 | |
| PERSON WITH: | ||
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SHARED DISPOSITIVE POWER
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| 8 | ||
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11854
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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| 9 | |
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11854
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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| 10 | |
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x
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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| 11 | |
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2.35%
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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| 12 | |
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IA , IA
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FOOTNOTES
Please refer to footnote above for Silver Creek Capital Management LLC.
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CUSIP No.
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n/a
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NAMES OF REPORTING PERSONS
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| 1 | I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
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Silver Creek Credit Opportunities II Fund A, L.P.
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| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o
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(b) x
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SEC USE ONLY
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| 3 | |
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CITIZENSHIP OR PLACE OF ORGANIZATION
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| 4 | |
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Cayman Islands
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SOLE VOTING POWER
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| 5 | ||
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NUMBER OF
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SHARED VOTING POWER
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SHARES
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6 | |
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BENEFICIALLY
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5124
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| OWNED BY EACH | SOLE DISPOSITIVE POWER | |
| REPORTING | 7 | |
| PERSON WITH: | ||
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SHARED DISPOSITIVE POWER
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| 8 | ||
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5124
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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| 9 | |
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5124
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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| 10 | |
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x
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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| 11 | |
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1.01%
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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| 12 | |
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PN , PN
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FOOTNOTES
Please refer to footnote above for Silver Creek Capital Management LLC.
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CUSIP No.
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n/a
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NAMES OF REPORTING PERSONS
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| 1 | I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
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Silver Creek Credit Opportunities III Fund B, L.P.
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| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o
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(b) x
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SEC USE ONLY
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| 3 | |
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CITIZENSHIP OR PLACE OF ORGANIZATION
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| 4 | |
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Cayman Islands
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SOLE VOTING POWER
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| 5 | ||
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NUMBER OF
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SHARED VOTING POWER
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SHARES
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6 | |
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BENEFICIALLY
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6730
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| OWNED BY EACH | SOLE DISPOSITIVE POWER | |
| REPORTING | 7 | |
| PERSON WITH: | ||
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SHARED DISPOSITIVE POWER
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| 8 | ||
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6730
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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| 9 | |
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6730
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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| 10 | |
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x
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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| 11 | |
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1.33%
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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| 12 | |
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PN , PN
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FOOTNOTES
Please refer to footnote above for Silver Creek Capital Management LLC.
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CUSIP No.
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n/a
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NAMES OF REPORTING PERSONS
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| 1 | I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
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Silver Creek Special Opportunities Fund Cayman III, L.P.
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| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o
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(b) x
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SEC USE ONLY
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| 3 | |
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CITIZENSHIP OR PLACE OF ORGANIZATION
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| 4 | |
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Cayman Islands
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SOLE VOTING POWER
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| 5 | ||
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NUMBER OF
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SHARED VOTING POWER
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SHARES
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6 | |
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BENEFICIALLY
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10251
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| OWNED BY EACH | SOLE DISPOSITIVE POWER | |
| REPORTING | 7 | |
| PERSON WITH: | ||
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SHARED DISPOSITIVE POWER
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| 8 | ||
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10251
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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| 9 | |
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10251
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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| 10 | |
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x
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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| 11 | |
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2.03%
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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| 12 | |
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PN , PN
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FOOTNOTES
Please refer to footnote above for Silver Creek Capital Management LLC.
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CUSIP No.
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n/a
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NAMES OF REPORTING PERSONS
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| 1 | I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
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Silver Creek Special Opportunities Fund III, L.P.
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| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o
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(b) x
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SEC USE ONLY
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| 3 | |
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CITIZENSHIP OR PLACE OF ORGANIZATION
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| 4 | |
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Delaware
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SOLE VOTING POWER
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| 5 | ||
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NUMBER OF
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SHARED VOTING POWER
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SHARES
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6 | |
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BENEFICIALLY
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8642
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| OWNED BY EACH | SOLE DISPOSITIVE POWER | |
| REPORTING | 7 | |
| PERSON WITH: | ||
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SHARED DISPOSITIVE POWER
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| 8 | ||
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8642
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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| 9 | |
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8642
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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| 10 | |
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x
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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| 11 | |
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1.71%
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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| 12 | |
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PN , PN
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FOOTNOTES
Please refer to footnote above for Silver Creek Capital Management LLC.
Item 1.
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(a)
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Name of Issuer
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TPG Specialty Lending, Inc.
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(b)
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Address of Issuer’s Principal Executive Offices
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301 Commerce Street, Suite 3300
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Fort Worth, Texas 76102
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Item 2.
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(a)
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Name of Person Filing
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Silver Creek Capital Management LLC
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(b)
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Address of Principal Business Office or, if none, Residence
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1301 Fifth Avenue, 40th Floor
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Seattle, Washington 98101
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(c)
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Citizenship
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Washington
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(d)
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Title of Class of Securities
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TPG Specialty Lending, Inc. Common Stock
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(e)
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CUSIP Number
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Not applicable
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Item 3.
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If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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o
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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o
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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o
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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o
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
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(e)
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x
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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o
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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o
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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o
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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o
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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o
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A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J).
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(k)
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o
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A group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
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Item 4.
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Ownership.
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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(a)
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Amount beneficially owned: 30,747
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(b)
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Percent of class: 6.09
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote: 0
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(ii)
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Shared power to vote or to direct the vote: 30,747
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(iii)
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Sole power to dispose or to direct the disposition of: 0
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(iv)
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Shared power to dispose or to direct the disposition of: 30,747
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Item 5.
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Ownership of Five Percent or Less of a Class
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.
Not applicable
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Please refer to footnote above for Silver Creek Capital Management LLC.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
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Not applicable
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Item 8.
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Identification and Classification of Members of the Group
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Exhibit 1: Joint Filing Agreement, dated February 14, 2012, by and between the Reporting Persons.
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Item 9.
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Notice of Dissolution of Group
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Not applicable
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Item 10.
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Certification
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Silver Creek Capital Management LLC
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Date: February 14, 2013
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By:
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/s/ Eric E. Dillion
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Name: Eric E. Dillion
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Title: Manager
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Silver Creek Advisory Partners LLC
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Date: February 14, 2013
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By:
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/s/ Eric E. Dillion
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Name: Eric E. Dillion
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Title: Manager
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Silver Creek Special Opportunities Fund III, L.P.
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Date: February 14, 2013
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By:
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/s/ Eric E. Dillion
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Name: Eric E. Dillion
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Title: Manager, Silver Creek Special Opportunities III GP LLC, its General Partner
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Silver Creek Special Opportunities Fund Cayman III, L.P.
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Date: February 14, 2013
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By:
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/s/ Eric E. Dillion
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Name: Eric E. Dillion
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Title: Director, Silver Creek Special Opportunities III GP Ltd., its General Partner
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Silver Creek Credit Opportunities II Fund A, L.P.
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Date: February 14, 2013
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By:
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/s/ Eric E. Dillion
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Name: Eric E. Dillion
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Title: Director, Silver Creek Credit Opportunities Cayman GP, Ltd., its General Partner
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Silver Creek Credit Opportunities III Fund B, L.P.
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Date: February 14, 2013
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By:
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/s/ Eric E. Dillion
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Name: Eric E. Dillion
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Title: Director, Silver Creek Credit Opportunities Cayman GP, Ltd., its General Partner
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Footnotes:
|
Attention:
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Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
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Exhibit 1
JOINT FILING AGREEMENT FOR SCHEDULE 13D WITH RESPECT TO
TPG SPECIALTY LENDING, INC.
PURSUANT TO RULE 13d-1(k)(1)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.
Dated: February 14, 2012
| SILVER CREEK CAPITAL MANAGEMENT LLC | |
| By: /s/ Eric E. Dillon | |
| Name: | Eric E. Dillon |
| Title: | Manager |
| SILVER CREEK SPECIAL OPPORTUNITIES FUND III, L.P. | |
| By: /s/ Eric E. Dillon | |
| Name: | Eric E. Dillon | ||
| Title: | Manager, Silver Creek Special Opportunities III GP LLC, its General Partner | ||
| SILVER CREEK SPECIAL OPPORTUNITIES FUND III CAYMAN, L.P. | |
| By: /s/ Eric E. Dillon | |
| Name: | Eric E. Dillon |
| Title: | Director, Silver Creek Special Opportunities III GP Ltd., its General Partner |
| SILVER CREEK ADVISORY PARTNERS LLC | |
| By: /s/ Eric E. Dillon | |
| Name: | Eric E. Dillon |
| Title: | Manager |
| SILVER CREEK CREDIT OPPORTUNITIES II FUND A, L.P. | |
| By: /s/ Eric E. Dillon | |
| Name: | Eric E. Dillon | ||
| Title: | Director, Silver Creek Credit Opportunities Cayman GP, Ltd., its General Partner | ||
| SILVER CREEK CREDIT OPPORTUNITIES III FUND B, L.P. | |
| By: /s/ Eric E. Dillon | |
| Name: | Eric E. Dillon |
| Title: | Director, Silver Creek Credit Opportunities Cayman GP, Ltd., its General Partner |