A Vote on the GOLD Card is a Vote to End a Decade of
Failed Returns and Abusive Governance Practices
Not One Single Third Party Proxy Advisor Has Recommended Voting
With Management
TSLX Encourages 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 of Directors at the
2016 Annual Meeting on September 2, 2016
TPG Specialty Lending, Inc. (“TSLX”; NYSE:TSLX), a specialty
finance company focused on lending to middle-market companies,
today published a public letter to TICC Capital Corp. (“TICC”;
NASDAQ:TICC) stockholders, encouraging them to vote the GOLD
proxy card ahead of TICC’s 2016 annual meeting scheduled for this
Friday, September 2, 2016.
TSLX strongly encourages stockholders to sign and return the
GOLD proxy card today. Even if a WHITE card has been
submitted, stockholders can still change their vote, simply
by signing and 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.
A copy of the letter follows:
Dear Fellow TICC Stockholders,
TIME IS RUNNING OUT. You must act now to seize on the
opportunity to finally end the failed performance of the
external adviser of TICC Capital Corp. (“TICC” or the
“Company”).
Listen to the outside proxy advisors. Do not listen to
management’s self-interested arguments. All three leading proxy
advisory firms have called for TICC stockholders to support TSLX’s
campaign for change at TICC.
- “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]dviser at 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 [Net Asset Value (“NAV”)]
through a cumbersome strategic shift and a mathematically
unsupportable distribution program.” – 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
A vote on the GOLD proxy card is a vote to end…
- A Decade of Failed ReturnsSince
its IPO in 2003, TICC has underperformed the BDC Composite by 183%1
while NAV per share has declined 52%.2
- The Collection of Millions in Fees
from Stockholders Amid this UnderperformanceDespite the
Company’s history of continued underperformance, the external
adviser has collected more than $141.4 million in management and
incentive fees from stockholders’ investment since inception under
a fee structure that is approximately 265%3 higher than its most
comparable peer.4- TICC collected a $1.2 million
incentive fee for its performance last quarter, a quarter in which
the Company realized $7.3 million in losses.5
- Inadequate Governance
PracticesThe Board has consistently demonstrated an interest in
helping itself instead of delivering true value for stockholders.
This includes:- Unprecedented delays in the scheduling of its 2016
annual meeting relative to prior years, at a time when insiders
were accumulating 1.8 million shares- Inadequate disclosure in a
conflicted transaction, which led a federal judge to find that TICC
likely violated securities laws and misled stockholders- The
failure to add even one independent, experienced director to the
Board over the past 13+ years
IT IS NOT TOO LATE TO CAST YOUR VOTE!
SIGN AND RETURN THE GOLD CARD TODAY TO SUBMIT YOUR SUPPORT FOR
TSLX’S PROPOSAL TO TERMINATE THE EXISTING ADVISORY AGREEMENT AND TO
ELECT TSLX’S NOMINEE, T. KELLEY MILLET. Even if
you have already submitted a WHITE card, you can still change your vote by simply signing and
returning the GOLD proxy card now.
Stockholders, YOU have the power to effect change at TICC
and protect your investment. YOU are the true owners of the
Company and YOU should exercise your right to VOTE the GOLD card in favor of TSLX’s proposals.
If you have not yet voted, or would
like to change your vote, IT IS NOT TOO LATE.
Vote today to end a decade of failure at TICC and set TICC on a
better path forward.
Sincerely,
TPG Specialty Lending, Inc.
Joshua EasterlyChairman and Co-Chief Executive Officer
Michael FishmanCo-Chief Executive Officer
About TPG Specialty LendingTPG 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.
1 Note: Market data as of August 23, 2016, Financial data as of
June 30, 2016 BDC Composite comprised of ACAS, AINV, ARCC, BKCC,
FSC, GBDC, HTGC, MAIN, MCC, NMFC, PNNT, PSEC, SLRC, TCAP, and
TCRD
2 Source: Bloomberg, Company Filings.
3 Source: Bloomberg, Company Filings.
4 BDC Composite comprised of ACAS, AINV, ARCC, BKCC, FSC, GBDC,
HTGC, MAIN, MCC, NMFC, PNNT, PSEC, SLRC, TCAP, and TCRD Note:
Market data as of August 23, 2016
5 Source: Bloomberg, Company Filings. Market data as of August
4, 2016.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20160830005718/en/
Investors:Lucy Lu, 212-601-4753llu@tpg.comorMacKenzie Partners,
Inc.Charlie Koons, 800-322-2885tpg@mackenziepartners.comorMediaLuke
Barrett, 212-601-4752lbarrett@tpg.comorAbernathy MacGregorTom
Johnson or Pat Tucker212-371-5999tbj@abmac.com / pct@abmac.com
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