Highlights Strong Recent Performance
Details Strong Qualifications of Highly
Experienced Director Nominee
TICC Capital Corp. (NASDAQ:TICC) (the "Company," "TICC," "we,"
or "our") today sent a letter to stockholders outlining how their
solid second quarter results highlight the benefits of their
investment strategy. The letter also provides information regarding
the Company’s highly qualified Director nominee – Tonia L. Pankopf
– and the contributions she has made to TICC. The letter urged
stockholders to reject TSLX’s misleading arguments and protect
their investment by voting “FOR” the Company’s proposals on the
WHITE proxy card.
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The full text of the letter is as follows:
August 10, 2016
SIGN & RETURN THE ENCLOSED WHITE PROXY CARD TODAY!
VOTE AGAINST
TERMINATION OF INVESTMENT ADVISORY AGREEMENT (PROPOSAL 4)
VOTE FOR THE
RE-ELECTION OF TONIA L. PANKOPF (PROPOSAL 1)
Dear Fellow Stockholder:
Ahead of the TICC Annual Meeting on September 2, 2016 we urge
you to vote the WHITE proxy card enclosed, and FOR
TICC’s proposals. The future strategic direction of TICC is at
stake, including our distribution policy, and we urge you to vote
to protect your investment. Your vote is important!
You may have received a gold proxy card from TPG Specialty
Lending, Inc (“TSLX”) – we strongly encourage you to disregard the
gold card and vote the WHITE card. TSLX is running a self-serving
campaign that provides no benefits to you, our stockholders. In
comparison, your Board and current investment advisor continue to
take significant steps to improve TICC and are committed to
maintaining the current distribution policy.
TICC HAS DELIVERED STRONG
PERFORMANCE
TICC’s investment strategy is working, and our recent results
demonstrate that we are on the right track to continue delivering
attractive risk-adjusted returns to our stockholders.
For the quarter ended June 30, 2016 we saw an 11% increase in our net asset value (NAV)
and a 62.5% increase in GAAP net investment income, up to around
$0.13 per share. Our core net investment income (Core NII)
increased to approximately $0.32 per share, more than 10% above our
previously announced distribution of $0.29 per share1. TSLX’s
continued distortions of TICC’s solid performance are simply an
attempt to mislead stockholders. To set the record straight: since
the beginning of 2009, TICC has delivered a Total Shareholder
Return of 323%, outperforming both the S&P 500 and our peer
group of externally-managed BDCs2. Our current Core NII exceeding
our planned distribution demonstrates that our distribution policy
is sound and sustainable. TICC is delivering improved
performance and it is critical that you vote so that we can
continue to deliver on your behalf.
Do not accept TSLX’s misleading arguments – allow your Board and
investment advisor to continue implementing the updated investment
strategy to further TICC’s success and deliver stockholder value.
Vote AGAINST the termination of the investment advisory
agreement (Proposal 4) and reject TSLX’s director nominee by voting
FOR the re-election of Tonia L. Pankopf (Proposal 1)!
VOTE FOR THE RE-ELECTION OF TONIA L. PANKOPF
(PROPOSAL 1)
Ms. Pankopf is a highly qualified nominee who knows TICC well,
and has played an instrumental role in TICC’s recent successes. A
director since 2003, she has spent more than a decade adding her
diverse perspective to the Board and contributing her extensive
investment management experience and corporate governance expertise
to the Company.
Ms. Pankopf also currently serves as a Managing Partner of
Pareto Advisors and is a board member of Landec Corporation,
serving on its Corporate Governance and Nominating Committee and
chairing its Audit Committee. She has more than 22 years of
experience and held leading research and investment management
roles at a number of prominent financial firms, including: Palladio
Capital Management, LLC; P.A.W. Capital Partners, LP; Goldman,
Sachs & Co; and Merrill Lynch & Co.
Vote FOR the re-election of Tonia L. Pankopf (Proposal 1)
to ensure this experienced and knowledgeable independent director
is able to continue contributing to TICC!
If you have already returned a gold proxy card, it is not too
late to change your vote. Simply vote the enclosed WHITE
proxy card today. Electronic voting is available. Please follow the
instructions on your WHITE proxy card or you may return it
in the postage-paid envelope that is provided. Only your latest
dated proxy card will be counted.
YOUR VOTE IS VERY IMPORTANT TO US. NO MATTER
HOW MANY SHARES YOU OWNPLEASE VOTE THE WHITE CARD
TODAY!
If you have any questions or need assistance
in voting your shares, please call our proxy advisor Alliance
Advisors toll free at 855-601-2247
Thank you for your support.
Sincerely,
Steve NovakChairman of the Board of Directors, TICC Capital
Corp.
Supplemental Information Regarding Core Net Investment
Income
On a supplemental basis, we provide information relating to core
net investment income, which is a non-GAAP measure. This measure is
provided in addition to, but not as a substitute for, net
investment income. Our non-GAAP measure may differ from similar
measures by other companies, even if similar terms are used to
identify such measures. Core net investment income represents net
investment income adjusted for additional cash distributions
received, or entitled to be received (if any, in either case), on
our CLO equity investments.
Income from investments in the "equity" class securities of CLO
vehicles, for GAAP purposes, is recorded using the effective
interest method based upon an effective yield to the expected
redemption utilizing estimated cash flows, compared to the cost
resulting in an effective yield for the investment; the difference
between the actual cash received or distributions entitled to be
received and the effective yield calculation is an adjustment to
cost. Accordingly, investment income recognized on CLO equity
securities in the GAAP statement of operations differs from the
cash distributions actually received by us during the period,
(referred to below as "CLO equity additional distributions").
Further, as the RIC requirements are to distribute taxable
earnings, core net investment income may provide a better
indication of estimated taxable income for a reporting period than
does GAAP net investment income, although we can offer no assurance
that will be the case as the ultimate tax character of our earnings
cannot be determined until tax returns are prepared after the end
of a fiscal year. We note that these non-GAAP measures may not be
useful indicators of taxable earnings, particularly during periods
of market disruption and volatility.
The following table provides a reconciliation of net investment
income to core net investment income for the three months ended
June 30, 2016 and June 30, 2015:
Three Months EndedJune 30,
2016 Three Months EndedJune 30, 2015
Amount Per ShareAmounts (basic)
Amount Per ShareAmounts (basic)
Net investment income $ 6,798,806 $ 0.132 $ 10,892,126 $ 0.182
CLO equity additionaldistributions
9,494,983 0.184 8,200,770 0.136
Core net investmentincome
$ 16,293,789 $ 0.316 $ 19,092,896 $ 0.318
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.
Additional Information and Where to Find It
TICC has filed a definitive proxy statement on Schedule 14A and
a WHITE proxy card with the U.S. Securities and Exchange Commission
(the “SEC”) in connection with the solicitation of proxies for
TICC’s 2016 annual stockholder meeting (the “Annual Meeting”). The
Company has distributed the definitive proxy statement and a WHITE
proxy card to each stockholder entitled to vote at the Annual
Meeting. TICC STOCKHOLDERS ARE URGED TO READ THE COMPANY’S PROXY
MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND
ACCOMPANYING WHITE PROXY CARD BECAUSE THESE MATERIALS CONTAIN
IMPORTANT INFORMATION ABOUT TICC AND THE ANNUAL MEETING. These
documents, including any proxy statement (and amendments and
supplements thereto) and other documents filed by the Company with
the SEC, may be obtained free of charge at the SEC’s website
(http://www.sec.gov), at TICC’s
investor relations website (http://ir.ticc.com), or by writing to TICC at 8
Sound Shore Drive, Suite 255, Greenwich, CT 06830 (telephone number
203-983-5275).
Participants in the Solicitation
The Company and its directors and executive officers may be
deemed to be participants in the solicitation of proxies from the
Company's stockholders with respect to the Annual Meeting.
Information about the Company's directors and executive officers
and their ownership of the Company's common stock is set forth in
the proxy statement on Schedule 14A filed with the SEC on July 12,
2016 (the “Schedule 14A”). To the extent holdings of such
participants in TICC securities have changed since the amounts
described in the Schedule 14A, such changes have been reflected on
Initial Statements of Beneficial Ownership on Form 3 or Statements
of Change in Ownership on Form 4 filed with the SEC.
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, except as may be required by law.
1Core NII is a non GAAP measure. It represents net investment
income adjusted for additional cash distributions received, or
entitled to be received (if any, in either case), on our CLO equity
investments and also excludes any capital gains incentive fees we
recognize but have no obligation to pay in any period. (See
additional information under "Supplemental Information Regarding
Core Net Investment Income" below).
2Externally-managed BDCs with more than $100MM in market
capitalization and pre-2009 IPOs, and externally-managed BDCs with
$250-750MM market capitalization.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20160810006171/en/
TICCMedia:Emily Deissler/Nikki RitchieSard
Verbinnen & Co212-687-8080orStockholders:Alliance
Advisors, LLC855-601-2247
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