CUSIP No. |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||||
SILVER CREEK CAPITAL MANAGEMENT LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | ||||
(a) o | |||||
(b) x | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Washington | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER | |||
6 | SHARED VOTING POWER | ||||
1446802 | |||||
7 | SOLE DISPOSITIVE POWER | ||||
8 | SHARED DISPOSITIVE POWER | ||||
1446802 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
1446802 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
x | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
3.91% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IA , IA | |||||
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: 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 limited partnership ("SO3C"); Silver Creek Credit Opportunities II Master Fund A, L.P, a Cayman Islands exempted limited partnership ("CO2AM"); and Silver Creek Credit Opportunities III Master Fund B, L.P., a Cayman Islands exempted limited partnership ("CO3BM") (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 CO2AM and CO3BM. 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. Prior to June 30, 2013, Silver Creek Credit Opportunities 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”) owned the Company’s Common Stock disclosed in this Schedule 13G attributable to CO2AM and CO3BM. Following June 30, 2013, CO2A and CO3B transferred 100% of their ownership of the Company’s Common Stock to CO2AM and CO3BM, respectively, in a restructuring of the investments held in CO2A’s and CO3B’s portfolios. CO2AM and CO3BM each serve as a master fund for CO2A and CO3B, respectively, and were organized to help facilitate each of their investment objectives. |
CUSIP No. |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||||
Silver Creek Advisory Partners LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | ||||
(a) o | |||||
(b) x | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER | |||
6 | SHARED VOTING POWER | ||||
905259 | |||||
7 | SOLE DISPOSITIVE POWER | ||||
8 | SHARED DISPOSITIVE POWER | ||||
905259 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
905259 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
x | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
2.44% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IA , IA | |||||
FOOTNOTES | |||||
Please refer to footnote above for Silver Creek Capital Management LLC. |
CUSIP No. |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||||
Silver Creek Special Opportunities Fund III, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | ||||
(a) o | |||||
(b) x | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER | |||
6 | SHARED VOTING POWER | ||||
661959 | |||||
7 | SOLE DISPOSITIVE POWER | ||||
8 | SHARED DISPOSITIVE POWER | ||||
661959 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
661959 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
x | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
1.79% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN , PN | |||||
FOOTNOTES | |||||
Please refer to footnote above for Silver Creek Capital Management LLC. |
CUSIP No. |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||||
Silver Creek Special Opportunities Fund Cayman III, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | ||||
(a) o | |||||
(b) x | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER | |||
6 | SHARED VOTING POWER | ||||
784843 | |||||
7 | SOLE DISPOSITIVE POWER | ||||
8 | SHARED DISPOSITIVE POWER | ||||
784843 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
784843 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
x | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
2.12% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN , PN | |||||
FOOTNOTES | |||||
Please refer to footnote above for Silver Creek Capital Management LLC. |
CUSIP No. |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||||
SIlver Creek Credit Opportunities II Master Fund A, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | ||||
(a) o | |||||
(b) x | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER | |||
6 | SHARED VOTING POWER | ||||
392188 | |||||
7 | SOLE DISPOSITIVE POWER | ||||
8 | SHARED DISPOSITIVE POWER | ||||
392188 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
392188 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
x | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
1.06% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN , PN | |||||
FOOTNOTES | |||||
Please refer to footnote above for Silver Creek Capital Management LLC. |
CUSIP No. |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||||
Silver Creek Credit Opportunities III Master Fund B, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | ||||
(a) o | |||||
(b) x | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER | |||
6 | SHARED VOTING POWER | ||||
513071 | |||||
7 | SOLE DISPOSITIVE POWER | ||||
8 | SHARED DISPOSITIVE POWER | ||||
513071 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
513071 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
x | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
1.39% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN , PN | |||||
FOOTNOTES | |||||
Please refer to footnote above for Silver Creek Capital Management LLC. |
(a) | Name
of Issuer |
TPG Specialty Lending, Inc. |
(b) | Address
of Issuer’s Principal Executive Offices |
301 Commerce Street, Suite 3300
Fort Worth, Texas 76102 |
(a) | Name
of Person Filing |
Silver Creek Capital Management LLC |
(b) | Address
of Principal Business Office or, if none, Residence |
1301 Fifth Avenue, 40th Floor
Seattle, Washington 98101 |
(c) | Citizenship |
Washington |
(d) | Title
of Class of Securities |
TPG Specialty Lending, Inc. Common Stock |
(e) | CUSIP
Number |
Not applicable |
Item
3. | 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: |
(a) | o | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
(b) | o | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
(c) | o |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
(d) | o | Investment
company registered under section 8 of the Investment Company Act of 1940 (15
U.S.C 80a-8). |
(e) | x | An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
(f) | o | An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F); |
(g) | o | A
parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G); |
(h) | o | A
savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813); |
(i) | o | 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); |
(j) | o | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). |
(k) | o |
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:
|
Item
4. | Ownership. |
(a) |
Amount beneficially owned:
2,352,061 |
(b) |
Percent of class: 6.35 |
(c) | Number
of shares as to which the person has: |
(i) |
Sole power to vote or to direct the vote:
0 |
(ii) |
Shared power to vote or to direct the vote:
2,352,061 |
(iii) |
Sole power to dispose or to direct the disposition of:
0 |
(iv) |
Shared power to dispose or to direct the disposition of:
2,352,061 |
Item
5. | Ownership
of Five Percent or Less of a Class |
Item
6. | Ownership
of More than Five Percent on Behalf of Another Person. |
Item
7. | Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported
on By the Parent Holding Company |
Item
8. | Identification
and Classification of Members of the Group |
Item
9. | Notice
of Dissolution of Group |
Item
10. | Certification |
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. |
SILVER CREEK CAPITAL MANAGEMENT LLC | |||
Date:
February 14, 2014 | By:
| /s/ Eric E. Dillon | |
Name: Eric E. Dillon | |||
Title: Manager | |||
SILVER CREEK ADVISORY PARTNERS LLC | |||
Date:
February 14, 2014 | By:
| /s/ Eric E. Dillon | |
Name: Eric E. Dillon | |||
Title: Manager | |||
SILVER CREEK SPECIAL OPPORTUNITIES FUND III, L.P. | |||
Date:
February 14, 2014 | 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. | |||
Date:
February 14, 2014 | By:
| /s/ Eric E. Dillon | |
Name: Eric E. Dillon | |||
Title: Director, Silver Creek Special Opportunities III GP Ltd., its General Partner | |||
SILVER CREEK CREDIT OPPORTUNITIES II MASTER FUND A, L.P. | |||
Date:
February 14, 2014 | By:
| /s/ Eric E. Dillon | |
Name: Eric E. Dillon | |||
Title: Manager, Silver Creek Credit Opportunities II GP, L.L.C., its General Partner | |||
SILVER CREEK CREDIT OPPORTUNITIES III MASTER FUND B, L.P. | |||
Date:
February 14, 2014 | By:
| /s/ Eric E. Dillon | |
Name: Eric E. Dillon | |||
Title: Manager, Silver Creek Credit Opportunities I-III GP, L.L.C., its General Manager | |||
Footnotes: |
Attention: | Intentional
misstatements or omissions of fact constitute Federal criminal violations (See
18 U.S.C. 1001) |
Name:
|
Eric E. Dillon
|
Title:
|
Manager
|
Name:
|
Eric E. Dillon
|
Title:
|
Manager, Silver Creek Special Opportunities III GP LLC, its General Partner
|
Name:
|
Eric E. Dillon
|
Title:
|
Director, Silver Creek Special Opportunities III GP Ltd., its General Partner
|
Name:
|
Eric E. Dillon
|
Title:
|
Manager
|
Name:
|
Eric E. Dillon
|
Title:
|
Manager, Silver Creek Credit Opportunities II GP, L.L.C., its General Partner
|
Name:
|
Eric E. Dillon
|
Title:
|
Manager, Silver Creek Credit Opportunities I-III GP, L.L.C., its General Partner
|