CORRECTING and REPLACING TICC Announces Investment Advisory Fee Waiver Arrangement Intended to Be “Best-in-Class”
March 09 2016 - 8:17PM
Business Wire
Base Management Fees Reduced from 2.00% to
1.50%, Among Other Provisions
Names Independent Director, Steve Novak,
Chairman of the Board
The third and fourth bullet points have been
replaced.
The corrected release reads:
TICC ANNOUNCES INVESTMENT ADVISORY FEE
WAIVER ARRANGEMENT INTENDED TO BE “BEST-IN-CLASS”
Base Management Fees Reduced from 2.00% to
1.50%, Among Other Provisions
Names Independent Director, Steve Novak,
Chairman of the Board
TICC Capital Corp. (NASDAQ:TICC) (“TICC” or the “Company”) today
announced that TICC Management, LLC (“TICC Management”), in
consultation with the Special Committee of the Board of Directors,
has agreed to a series of ongoing fee waivers with respect to its
management fee and income incentive fee. These changes follow a
comprehensive process led by the Special Committee of the Board of
Directors, including a detailed analysis of best-in-class practices
in the industry, conducted with the assistance of its financial
advisor, Morgan Stanley & Co. LLC.
Under the terms of the fee waiver, which will take effect on
April 1, 2016:
- The base management fee will be reduced
from 2.00% to 1.50%;
- TICC Management has agreed to forgo the
payment of any base management fees on funds received in connection
with any capital raises until the funds are invested;
- The calculation of the Company’s income
incentive fee will be revised to include a total return requirement
that will limit TICC’s obligation to pay TICC Management an income
incentive fee if TICC has generated cumulative net decreases in net
assets resulting from operations during the calendar quarter for
which such fees are being calculated and the eleven preceding
quarters (or if shorter, the number of quarters since April 1,
2016) due to unrealized or realized net losses on investments and
even in the event TICC’s net investment income exceeds the minimum
return to TICC’s stockholders required to be achieved before TICC
Management is entitled to receive an income incentive fee (which
minimum return is commonly referred to as the preferred return or
the hurdle rate);
- The income incentive fee will
incorporate a “catch-up” provision which will provide that TICC
Management will receive 100% of TICC’s net investment income with
respect to that portion of such net investment income, if any, that
exceeds the preferred return but is less than 2.1875% quarterly
(8.75% annualized) and 20% of any net investment income thereafter;
and
- The hurdle rate used to calculate the
income incentive fee will change from a variable rate based on the
five-year U.S. Treasury note plus 5.00% (with a maximum of 10%) to
a fixed rate of 7.00%.
After these changes take effect, under no circumstances will the
aggregate fees earned from April 1, 2016 by TICC Management in any
quarterly period be higher than those aggregate fees would have
been prior to the adoption of these changes.
“We firmly believe that the changes made under the fee waiver
have resulted in a fee arrangement that is now best-in-class in the
BDC industry, and are intended to more closely align the financial
incentives of the manager with the interests of TICC’s
stockholders,” said Steve Novak, the Chairman of the Special
Committee of TICC's Board of Directors.
The Board also determined to have an independent Chairman of the
Board and announced that Steve Novak has been named Chairman of the
Board, effective March 1, 2016.
Peter O’Brien, Independent Director of the Board said, “We are
pleased to name Steve, an independent director, as Chairman, which
we believe is in accordance with good corporate governance
practices.”
Mr. Novak has served as an independent director of TICC Capital
since 2003. He is Chairman of the Board of Directors and Chief
Executive Officer of Quisk, Inc., an early stage mobile payments
company, and is the Founder and former Chairman of the Board of
Directors of Mederi Therapeutics Inc., a medical device company.
Until July 2010, Mr. Novak also served on the Board of Directors of
CyberSource Corporation, an Internet based e-payments processing
company acquired by Visa in 2010, where he most recently served as
the Lead Independent Director and Chairman of the Nominating
Committee. A CFA, Mr. Novak previously served as President of
Palladio Capital Management, LLC and as the Principal and Managing
Member of the General Partner of Palladio Partners, LP, an equities
hedge fund, from July 2002 until July 2009. Mr. Novak received a
Bachelor of Science degree from Purdue University and an M.B.A.
from Harvard University.
This press release only contains a summary of certain terms of
the fee waiver letter. For the full terms and conditions of the fee
waiver letter, please see the exhibit to the Form 8-K filed by TICC
with the Securities and Exchange Commission relating to the fee
waiver letter.
About TICC Capital Corp.
TICC Capital Corp. is a publicly-traded business development
company principally engaged in providing capital to established
businesses, investing in syndicated bank loans and purchasing debt
and equity tranches of collateralized loan obligations.
Forward-Looking Statements
This press release contains forward-looking statements subject
to the inherent uncertainties in predicting future results and
conditions. Any statements that are not statements of historical
fact (including statements containing the words "believes,"
"plans," "anticipates," "expects," "estimates" and similar
expressions) should also be considered to be forward-looking
statements. Certain factors could cause actual results and
conditions to differ materially from those projected in these
forward-looking statements. These factors are identified from time
to time in our filings with the Securities and Exchange Commission.
We undertake no obligation to update such statements to reflect
subsequent events.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20160309006388/en/
Media:Sard Verbinnen & CoBrandy Bergman/Meghan
Gavigan, 212-687-8080
Oxford Square Capital (NASDAQ:OXSQ)
Historical Stock Chart
From Jun 2024 to Jul 2024
Oxford Square Capital (NASDAQ:OXSQ)
Historical Stock Chart
From Jul 2023 to Jul 2024