Egan-Jones Joins Leading Independent Proxy Advisors, ISS and
Glass Lewis, in Strongly Supporting TSLX’s Proposals to Effect
Change at TICC
All Three Proxy Advisors Agree That Terminating the Existing
External Adviser Can Unlock True Value for TICC’s Stockholders
No Single Independent Analyst or Proxy Advisor Has Recommended
Voting With Management
ISS, Glass Lewis and Egan-Jones Believe T. Kelley Millet Will
Provide a Highly Qualified, Independent Perspective to TICC’s Board
and Will Prioritize Stockholders’ Interests
TSLX Urges TICC Stockholders to Follow the Recommendations of
These Advisors and 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 all three leading independent proxy advisory
firms for stockholders, including Institutional Shareholder
Services Inc. (“ISS”), Glass, Lewis & Co., LLC (“Glass Lewis”),
and, most recently, Egan-Jones Ratings Company (“Egan-Jones”), have
issued reports recommending that TICC Capital Corp. (“TICC” or the
“Company”; NASDAQ: TICC) stockholders vote FOR TSLX’s
proposal to terminate TICC’s external adviser’s advisory contract
and FOR the election of TSLX’s nominee 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: “We are pleased that Egan-Jones, a leading
independent proxy advisor, joins ISS and Glass Lewis in publicly
supporting our call for change at TICC. We think it is critical for
investors to listen to independent experts. We are not aware of any
independent analyst or proxy advisor that has come out in support
of TICC. Stockholders should think critically about these
independent reports and vote the GOLD card today. We
continue to be very disappointed with the TICC Board, now arguing
that we have no plan or there is risk to stockholders if the
management contract is terminated. Any risk that exists can be
mitigated by the existing board as pointed out by ISS. This is
basically the TICC Board publicly stating that they are unable or
unwilling to fulfill their duties to stockholders.”
TSLX strongly encourages stockholders to sign and return the
GOLD proxy card today. TSLX
urges stockholders to ignore TICC’s self-serving actions and
discard any WHITE proxy cards. Even if a WHITE card has been
submitted, stockholders can still change
their vote, simply by returning the GOLD proxy card now.
Voting instructions and TSLX’s proxy materials are also available
through the SEC’s website and at www.changeTICCnow.com.
In support of TSLX’s proposal to terminate TICC’s existing
advisory contract, the ISS, Glass Lewis and Egan-Jones reports
state:
- “As a result of the current advisor's
investment strategy, TICC has delivered negative [Total
Shareholder Return] 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.” – ISS
proxy advisory report, Aug. 17, 2016
- “[W]e see little reason for investors
to support retention of the [a]dviserat this time . . .
[O]perating under the [a]dviser's guidance [TICC] has
consistently posted laggard returns relative to its BDC peers . . .
and dramatically eroded the Company's NAV through a cumbersome
strategic shift and a mathematically unsupportable distribution
program.” – Glass Lewis proxy advisory report, Aug. 19, 2016
- “. . . [W]e believe that voting FOR the
[TSLX] nominee and voting FOR the termination of the investment
advisory agreement is in the best interest of the Company and its
shareholders. In arriving at that conclusion, we have considered
the following factors: 1. Our belief that the [e]xisting
[a]dviser’s investment strategy did not work on the benefit of the
Company and its stockholders . 2. We believe that [TSLX] would
work on offering an opportunity to the Company to be under a
reputable external adviser with a reasonable amount of investment
adviser fees to protect and maximize stockholder value.” –
Egan-Jones proxy advisory report, Aug. 23, 2016
In support of the election of T. Kelley Millet to the TICC Board
of Directors, the ISS, Glass Lewis and Egan-Jones reports
state:
- “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.” – ISS
proxy advisory report, Aug. 17, 2016
- “[W]e consider the appointment of Mr.
Millet affords important benefits above and beyond his financial
expertise, most notably with respect to his ability to immediately
inject a fresh, outside perspective and a willingness to
thoughtfully evaluate TICC's present circumstances . . . [W]e
consider the election of Mr. Millet represents a more favorable
outcome for unaffiliated investors by a wide margin.” - Glass
Lewis proxy advisory report, Aug. 19, 2016
- “Ms. Pankopf is part and parcel of an
intractably stagnant board room that has not changed a single
sitting member since TICC’s listing in 2003. . . [W]e would thus
argue it is entirely reasonable for investors to now hold Ms.
Pankopf directly accountable for TICC’s persistent
underperformance . . . ” - Glass Lewis proxy advisory report,
Aug. 19, 2016
- “We believe that T. Kelley Millet would
bring new perspective and ideas to the Board given his level of
industry expertise, public company experience and diversity.” –
Egan-Jones proxy advisory report, Aug. 23, 2016
In line with these 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/20160823006247/en/
Investors:TPG Specialty Lending, Inc.Lucy Lu,
212-601-4753llu@tpg.comorMacKenzie Partners, Inc.Charlie Koons,
800-322-2885tpg@mackenziepartners.comorMedia:TPG Specialty
Lending, Inc.Luke Barrett, 212-601-4752lbarrett@tpg.comorAbernathy
MacGregorTom Johnson / Pat Tucker, 212-371-5999tbj@abmac.com /
pct@abmac.com
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