Leading Independent Adviser to Stockholders
Determines That Terminating the Existing External Adviser Is In the
Best Interest of TICC’s Stockholders
ISS Agrees That T. Kelley Millet Will Provide a
Highly Qualified, Independent Perspective to TICC’s Board and Will
Advocate for Stockholders to Effect Change at TICC
TSLX Urges TICC Stockholders to Vote the GOLD
Proxy Card to Terminate TICC’s External Adviser’s Advisory Contract
and to Elect T. Kelley Millet to the TICC Board
TPG Specialty Lending, Inc. (“TSLX”; NYSE: TSLX), a specialty
finance company focused on lending to middle-market companies,
today announced that Institutional Shareholder Services Inc.
(“ISS”), the leading independent proxy advisory firm for
stockholders, has issued a report recommending that TICC Capital
Corp. (“TICC”; NASDAQ: TICC) stockholders vote FOR TSLX’s proposal
to terminate TICC’s external adviser’s advisory contract and FOR
the election of T. Kelley Millet to the TICC Board at the upcoming
annual meeting of stockholders, scheduled for September 2,
2016.
Joshua Easterly, Chairman and Co-Chief Executive Officer of
TSLX, commented: “Today ISS, the leading independent proxy advisory
firm for stockholders, has joined numerous independent analysts and
fellow stockholders in demanding change for TICC’s long-suffering
stockholders. TICC’s existing external adviser and Board have
delivered more than a decade of failure and repeatedly demonstrated
that they cannot be trusted to independently implement changes that
benefit all stockholders. TICC stockholders deserve the opportunity
to unlock significant value with a new external adviser and the
appointment of a truly independent director to the Board. Put
simply, ISS has seen through management’s misleading arguments.
TICC’s stockholders should follow the recommendation of ISS and
vote the GOLD card to terminate the existing external
adviser and elect our independent nominee, T. Kelley Millet, to the
TICC Board in order to set TICC on the path toward true value
creation.”
In support of TSLX’s proposal to terminate TICC’s existing
advisory contract, the ISS report states:
- “As a result of the current advisor's
investment strategy, TICC has delivered negative TSR and
underperformed peers and the index over the past five years . . .
As such, terminating the current advisor appears to be in the best
interest of TICC shareholders.”
- “The concerns raised by the board
relative to the potential default under the CLO securitization
notes amount to an argument that if, following approval of this
proposal (and therefore the termination of the advisor), the board
takes no additional action – and thus fails to select a new advisor
and replace the collateral manager – TICC shareholders might face
negative outcomes such as a default. This appears to be true; it
also, however, appears to be utterly within the board's control to
eliminate this risk, literally by identifying a new advisor and
replacing the CLO collateral manager.”
- “To the extent shareholders have a risk
here, therefore, it would appear the root cause of the risk would
be the current director's unwillingness to fulfil (sic) their
responsibilities to shareholders by taking any action at all. Put
another way, the root cause of the risk the board posits would have
to be. . . the board itself.”
- ”[I]t is not, however, a compelling
reason for shareholders to resign themselves to perpetuating the
core problem: continuing with an advisor whose performance over
half a decade has been demonstrably disappointing.”
In support of the election of T. Kelley Millet to the TICC Board
of Directors, the ISS report states:
- “As [TSLX] has made a compelling case
that change in the board level is warranted, a vote FOR the [TSLX]
nominee is warranted.”
- “The board's point that most of the
decline in NAV per share was a result of ‘short-term’ volatility in
its investments represents a very weak argument as the recent
three-year decline in the value of its NAV per share can hardly be
called ‘short-term’.”
- “The overriding fact facing
shareholders is that the board failed to take action while
overseeing five years of TICC underperformance, which by itself
signals that change is needed at the board level. Moreover, the
long tenure of this board, with each of its five members having
served for 13 years as directors, suggests that the company should
welcome fresh perspectives to the board. As such, there seems to be
a compelling case that change is warranted at this time.”
- "[A]s an outsider [Millet] will be able
to bring new perspectives to this long tenured board. Moreover,
Millet's experience as a board member at Investment Technology
Group during the process of replacing its senior leadership should
become valuable to TICC in case its shareholders vote to terminate
the current advisor agreement.”
In line with ISS’s recommendations, TSLX urges stockholders to
sign and return the GOLD proxy
card FOR the termination of
TICC’s investment advisory agreement and FOR the election of TSLX’s highly-qualified
and independent nominee, T. Kelley Millet, to TICC’s Board of
Directors.
TSLX’s proxy materials are also available through the SEC’s
website and at www.changeTICCnow.com.
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 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 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 over $16 billion of assets under management
as of March 31, 2016, and the broader TPG platform, a global
private investment firm with over $74 billion of assets under
management as of March 31, 2016. For more information, visit the
Company’s website at www.tpgspecialtylending.com.
Forward-Looking Statements
Information set forth herein may contain forward-looking
statements, including, but not limited to, statements with regard
to the expected future financial position, results of operations,
cash flows, dividends, portfolio, financing plans, business
strategy, budgets, capital expenditures, competitive positions,
growth opportunities, plans and objectives of management of TICC
Capital Corp. (“TICC”), statements with regard to the expected
future financial position, results of operations, cash flows,
dividends, portfolio, financing plans, business strategy, budgets,
capital expenditures, competitive positions, growth opportunities,
plans and objectives of management of TPG Specialty Lending, Inc.
(“TSLX”), and statements with regard to TSLX’s proposed business
combination transaction with TICC (including any financing required
in connection with a possible transaction and the benefits,
results, effects and timing of a possible transaction). 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, TICC and/or the combined businesses of TSLX and
TICC, including, but not limited to, statements containing words
such as “anticipate,” “approximate,” “believe,” “plan,” “estimate,”
“expect,” “project,” “could,” “would,” “should,” “will,” “intend,”
“may,” “potential,” “upside” and other similar expressions,
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
TSLX’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 or the actual results or performance of TICC, TSLX or TICC and
TSLX on a combined basis 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 (“SEC”).
Risks and uncertainties related to a possible transaction
include, among others, uncertainty as to whether TSLX will further
pursue, enter into or consummate a transaction on the terms set
forth in its proposal or on other terms, uncertainty as to whether
TICC’s board of directors will engage in good faith, substantive
discussions or negotiations with TSLX concerning its proposal or
any other possible transaction, potential adverse reactions or
changes to business relationships resulting from the announcement
or completion of a transaction, uncertainties as to the timing of a
transaction, adverse effects on TSLX’s stock price resulting from
the announcement or consummation of a transaction or any failure to
complete a transaction, competitive responses to the announcement
or consummation of a transaction, the risk that regulatory or other
approvals and any financing required in connection with the
consummation of a transaction are not obtained or are obtained
subject to terms and conditions that are not anticipated, costs and
difficulties related to a potential 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 a transaction, unexpected costs, liabilities,
charges or expenses resulting from a transaction, litigation
relating to a 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.
Proxy Solicitation Information
In connection with TSLX’s solicitation of proxies for the 2016
annual meeting of TICC stockholders in favor of (a) the election of
TSLX’s nominee to serve as a director of TICC and (b) TSLX’s
proposal to terminate the Investment Advisory Agreement, dated as
of July 1, 2011, by and between TICC and TICC Management, LLC, as
contemplated by Section 15(a) of the Investment Company Act of
1940, as amended, TSLX filed an amended definitive proxy statement
in connection therewith on Schedule 14A with the SEC on July 14,
2016 (the “TSLX Proxy Statement”). TSLX has mailed the TSLX Proxy
Statement and accompanying GOLD proxy card to stockholders of TICC.
This communication is not a substitute for the TSLX Proxy
Statement.
TSLX STRONGLY ADVISES ALL STOCKHOLDERS OF TICC TO READ THE TSLX
PROXY STATEMENT AND THE OTHER PROXY MATERIALS AS THEY BECOME
AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION. SUCH TSLX
PROXY MATERIALS ARE AND WILL BECOME AVAILABLE AT NO CHARGE ON THE
SEC’S WEB SITE AT HTTP://WWW.SEC.GOV AND ON TSLX’S WEBSITE AT
HTTP://WWW.TPGSPECIALTYLENDING.COM. IN ADDITION, TSLX WILL PROVIDE
COPIES OF THE TSLX PROXY STATEMENT WITHOUT CHARGE UPON REQUEST.
REQUESTS FOR COPIES SHOULD BE DIRECTED TO TSLX’S PROXY SOLICITOR AT
TPG@MACKENZIEPARTNERS.COM.
The participants in the solicitation are TSLX and T. Kelley
Millet, and certain of TSLX’s directors and executive officers may
also be deemed to be participants in the solicitation. As of the
date hereof, TSLX beneficially owned 1,633,719 shares of common
stock of TICC. As of the date hereof, Mr. Millet did not directly
or indirectly beneficially own any shares of common stock of
TICC.
Security holders may obtain information regarding the names,
affiliations and interests of TSLX’s directors and executive
officers in TSLX’s Annual Report on Form 10-K for the year ended
December 31, 2015, which was filed with the SEC on February 24,
2016, its proxy statement for the 2016 annual meeting of TSLX
stockholders, which was filed with the SEC on April 8, 2016, and
certain of its Current Reports on Form 8-K. These documents can be
obtained free of charge from the sources indicated above.
Additional information regarding the interests of these
participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise,
is available in the TSLX Proxy Statement and other relevant
materials to be filed with the SEC (if and when available).
This document shall not constitute an offer to sell, buy or
exchange or the solicitation of an offer to sell, buy or exchange
any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
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version on businesswire.com: http://www.businesswire.com/news/home/20160818005521/en/
Investors:TPG Specialty LendingLucy Lu,
212-601-4753llu@tpg.comorMacKenzie Partners, Inc.Charlie Koons,
800-322-2885tpg@mackenziepartners.comorMedia:TPG Specialty
LendingLuke Barrett, 212-601-4752lbarrett@tpg.comorAbernathy
MacGregorTom Johnson or Dan Scorpio, 212-371-5999tbj@abmac.com /
dps@abmac.com
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