SEC Filing | Sixth Street Specialty Lending Inc.

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DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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Expanding Tools for Value Creation and Financial Flexibility April 2017

Disclaimer and Forward-Looking Statement TSLX (NYSE) General Disclaimer The information contained in this presentation (the ʺPresentationʺ) is preliminary, may not be complete and may be changed. By acceptance hereof, you agree that the information contained herein may not be used, reproduced or distributed to others, in whole or in part, for any other purpose without the prior written consent of TPG Specialty Lending, Inc. (“TSLX”). References in this Presentation to “TSLX,” “we,” “us,” “our,” and “the Company” refer to TPG Specialty Lending, Inc. The contents hereof should not be construed as investment, legal, tax or other advice and you should consult your own advisers as to legal, business, tax and other related matters concerning an investment in TSLX. TSLX is not acting for you and does not regard you as a customer or a client. It will not be responsible to you for providing protections afforded to clients or be advising you on the relevant transaction. Unless otherwise noted, the information contained herein has been compiled as of December 31, 2016. There is no obligation to update the information. This Presentation does not constitute a prospectus and should under no circumstances be understood as an offer to sell or the solicitation of an offer to buy common stock nor will there be any sale of common stock in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. Such an offer or solicitation can only be made by way of an offering memorandum in accordance with the securities laws. No representation or warranty is given in respect of the information contained herein, and neither the delivery of this document nor any investment in TSLX securities will under any circumstances create any implication that such Company has updated the information contained herein. Information throughout the Presentation provided by sources other than TSLX has not been independently verified. Differences between past performance and actual results may be material and adverse. Future investments may be under materially different economic conditions, including interest rates, market trends and general business conditions, in different portfolio companies and using different investment strategies. Each of these material market or economic conditions may or may not be repeated. It should not be assumed that strategies employed by TSLX in the future will be profitable or will equal the performance described in this Presentation. Forward Looking Statements This Presentation includes forward‐looking statements about TSLX that involve substantial risks and uncertainties. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about us, our current and prospective portfolio investments, our industry, our beliefs, and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “would,” “should,” “targets,” “projects,” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict, that could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. Such statements are also subject to a number of uncertainties and factors outside TSLX’s control. Such factors include, but are not limited to the risks, uncertainties and other factors we identify in the section entitled “Risk Factors” in our offering memorandum and filings we make with the Securities and Exchange Commission. Opinions expressed are current opinions as of the date of this Presentation. Should TSLX’s estimates, projections and assumptions or these other uncertainties and factors materialize in ways that TSLX did not expect, actual results could differ materially from the forward‐looking statements in this Presentation, including the possibility that investors may lose a material portion of the amounts invested. No representation or warranty, express or implied, is made as to the accuracy or completeness of the information contained in this Presentation, and nothing shall be relied upon as a promise or representation as to the performance of any investment. Investors are cautioned not to place undue reliance on such forward‐looking statements and should rely on their own assessment of an investment. Important Additional Information In connection with the Company’s special meeting of stockholders, the Company has filed a proxy statement with the SEC and mailed the proxy statement and/or Notice of Internet Availability of Proxy Materials to its stockholders on or about April 7, 2017. Stockholders are encouraged to read the proxy statement because it contains important information about the proposal to be voted on at the special meeting. The proxy statement is available at no charge on the SEC’s website at http://www.sec.gov, on the Company’s website at http://www.tpgspecialtylending.com, and at www.proxyvote.com. In addition, stockholders may also request copies of the proxy statement from us free of charge by following the instructions on the Notice of Internet Availability of Proxy Materials.

Special Meeting of TSLX Stockholders To Our Stockholders: We will be holding a Special Meeting of Stockholders of TPG Specialty Lending, Inc. on May 18, 2017, at 9:30 AM, local time, at the offices of TPG, 345 California Street, Suite 3300, San Francisco, CA 94104. At the meeting, you will be asked to consider and vote upon a proposal to authorize the Company, with approval of its board of directors, to sell or otherwise issue shares of its common stock at a price below its then-current net asset value (“NAV”) per share in one or more offerings, subject to certain conditions as set forth in the proxy statement for the Special Meeting, including that the number of shares issued does not exceed 25% of its then-outstanding common stock immediately prior to each such offering. The proxy statement for the Special Meeting was filed and notice sent to stockholders on or about April 7, 2017. The board believes that having the flexibility for the Company to sell common stock below NAV in certain instances is in the Company’s best interest and the best interests of its stockholders. We urge stockholders to vote “FOR” this proposal: Provide access to capital markets to pursue attractive investment opportunities during periods of volatility Improve capital resources to enable the Company to compete effectively for high quality investment opportunities Add financial flexibility ü ü ü TSLX (NYSE)

TSLX (NYSE) Market Conditions May Create Attractive Investment Opportunities Credit Market Dislocation (late 2015 – early 2016) Average price-to-NAV calculated as the average trading price of all publicly traded BDCs as a multiple of their respective last reported net asset values per share BofA Merrill Lynch Option-Adjusted Spreads are the calculated spreads between the BofA Merrill Lynch US High Yield Master II Index value (which tracks the performance of US dollar denominated below investment grade rated corporate debt publically issued in the US domestic market) and a spot Treasury curve Source: SNL, FRED From time to time, there may be volatility in the broader capital markets, disruption in liquidity in the debt capital markets, significant write-offs in the financial services sector, and / or repricing of credit risk in the broadly syndicated markets During these periods, there could be a reduction in capital available to certain specialty finance companies and / or other capital providers, causing a reduction in competition for investment opportunities. In late 2015 through early 2016, these conditions also coincided with lower stock prices for BDCs, with the BDC sector generally trading below NAV We believe that favorable investment opportunities at attractive risk-adjusted returns may be created during these periods of disruption and volatility Average BDC Price-to-NAV BAML US HY Index (OAS) (1) (2) P/NAV = 1.0x

Potential ROE-Accretive Opportunities Total Returns (since TSLX IPO) Strong stockholder total returns versus peer and industry benchmarks 3 Disciplined Capital Allocation Track Record of Strong Performance 1 2 TSLX (NYSE) Reasons For TSLX To Have Flexibility to Sell Common Stock Below NAV Note: Returns from 3/20/2014 through 4/7/17 TSLX total return is measured by change in market value per share plus dividends earned during the period; assumes reinvestment of dividends Source: S&P U.S. Issued High Yield Corporate Bond Index (Index Code: SPUSCHY) Source: S&P LSTA Leveraged Loan Index (1) (2) (3)

Potential ROE-Accretive Opportunities Total Returns (since TSLX IPO) Strong stockholder total returns versus peer and industry benchmarks 3 Disciplined Capital Allocation Track Record of Strong Performance 1 2 TSLX (NYSE) Reasons For TSLX To Have Flexibility to Sell Common Stock Below NAV Note: Returns from 3/20/2014 through 4/7/17 Source: S&P LSTA Leveraged Loan Index Source: S&P U.S. Issued High Yield Corporate Bond Index (Index Code: SPUSCHY) TSLX total return is measured by change in market value per share plus dividends earned during the period; assumes reinvestment of dividends (3) (2) (1) Today TSLX Total Returns Outperformance (since IPO) versus: Leveraged Loans: +60 points High Yield: +56 points Wells Fargo BDC Index: +53 points S&P 500: +38 points

Potential ROE-Accretive Opportunities Equity Raise Discipline Discipline in accessing the equity capital markets reflective of stockholder alignment BDC Peers consist of 17 externally managed BDCs in the S&P BDC Index with total assets greater than $600 million (peer set determined based on financial statements as of 9/30/2016) Reflects trading days that TSLX closed above 100% of net asset value per share Source: SNL Financial, data as of 4/7/2017 3 Disciplined Capital Allocation Track Record of Strong Performance 1 2 TSLX (NYSE) Canceled pre-IPO capital commitments $900m / $1.6bn of potential fee paying assets Equity raised since IPO Once Potential to raise equity(2) 99% of trading days (1) Price-to-Book Reasons For TSLX To Have Flexibility to Sell Common Stock Below NAV Mar ‘17

Potential ROE-Accretive Opportunities Responsible past use of share issuance; ROE-accretive equity raise with ROE on new equity exceeding cost of new equity 3 Disciplined Capital Allocation Track Record of Strong Performance 1 2 TSLX (NYSE) Reasons For TSLX To Have Flexibility to Sell Common Stock Below NAV Equity Raise Discipline (March 2016) Reflects Q4’15 dividend per share annualized and expressed as a percentage of offering price per share adjusted for offering fees and expenses Average all-in yield required on new assets in order to achieve 9.5% ROE based on the midpoint of our target leverage ratio (0.8x) and cost and operating structure Range’s lower bound reflects average all-in yield achieved on new assets and range’s upper bound reflects potential yield that may be achieved through prepayment fees, syndication fees and other income on those assets Implied ROE based on our target leverage ratio and cost and operating structure 13.5% 12.0% (4)

Potential ROE-Accretive Opportunities 3 Disciplined Capital Allocation Track Record of Strong Performance 1 2 TSLX (NYSE) Reasons For TSLX To Have Flexibility to Sell Common Stock Below NAV Flexibility for the Company to sell its common stock below NAV is in the Company’s best interests and the best interests of its stockholders as it would provide: Access to the capital markets to pursue attractive investment opportunities during periods of elevated volatility and / or dislocation Improved capital resources to enable the Company to compete more effectively for high quality investment opportunities Added financial flexibility to comply with regulatory requirements and debt facility covenants, including the 1:1 debt-to-equity ratio ü ü ü

Potential ROE-Accretive Opportunities 3 Disciplined Capital Allocation Track Record of Strong Performance 1 2 TSLX (NYSE) Reasons For TSLX To Have Flexibility to Sell Common Stock Below NAV Analysis Framework TSLX’s proposal has a per offering issuance limit of 25% of then-outstanding shares Inclusive of underwriting discount and other offering expenses Based on last reported NAV of $15.95 per share and current shares outstanding of 59,839,041

Potential ROE-Accretive Opportunities 3 Disciplined Capital Allocation Track Record of Strong Performance 1 2 TSLX (NYSE) Reasons For TSLX To Have Flexibility to Sell Common Stock Below NAV Analysis Framework Inclusive of underwriting discount and other offering expenses. Assumes an issuance of 7.5% of shares outstanding prior to issuance (column 3 of slide 10) Reflects the ROE of new investments less the cost of new equity raised. For this analysis, cost of new equity raised is based on net proceeds to issuer. ROE based on the midpoint of our target leverage ratio (0.8x) and cost and operating structure TSLX expects to sell shares below NAV only if the combination of discount to NAV and yield on new assets allows for an accretive investment opportunity… Impact per share on entire shareholder base Illustrative ROE Accretion / (Dilution) on New Investments (%) (2) All-in Yield on New Assets 10.0% 11.0% 12.0% 13.0% 14.0% 15.0% 2.5% 0.7% 2.2% 3.7% 5.1% 6.6% 8.1% 5.0% 0.4% 1.9% 3.4% 4.9% 6.4% 7.8% 7.5% 0.1% 1.6% 3.1% 4.6% 6.1% 7.6% 10.0% (0.1%) 1.3% 2.8% 4.3% 5.8% 7.3% All-In Discount to NAV (1) Illustrative ROE Accretion / (Dilution) on New Investments ($ per share) All-in Yield on New Assets 10.0% 11.0% 12.0% 13.0% 14.0% 15.0% 2.5% $0.01 $0.02 $0.04 $0.06 $0.07 $0.09 5.0% $0.00 $0.02 $0.04 $0.05 $0.07 $0.08 7.5% $0.00 $0.02 $0.03 $0.05 $0.06 $0.08 10.0% ($0.00) $0.01 $0.03 $0.04 $0.06 $0.07 All-In Discount to NAV (1)

To Vote TSLX (NYSE) The proxy statement is now available. You may use one of the following methods to provide your voting instructions: Vote by Internet: Online at www.proxyvote.com. Have your control number listed on the proxy card or voting instruction form ready and follow the instructions; or Vote by Telephone: Call 1-800-454-8683. Have your control number listed on the proxy card or voting instruction form ready and follow the instructions; or Vote by Mail: Mark, sign, and date your proxy card or voting instruction form and return it in the postage-paid return envelope provided.

Contact Us: For other questions: TSLX Investor Relations IRTSL@tpg.com (212) 601-4753 (212) 601-4739 For assistance voting your TSLX shares: D.F. King Toll-free at (800) 967-5068 or Collect at (212) 269-5550