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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
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
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
- “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
Investment Technology Groupduring 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.
TSLX’s proxy materials are also available through the SEC’s website and at www.changeTICCnow.com.
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
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
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
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
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
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.
TPG Specialty Lending
Lucy Lu, 212-601-4753
MacKenzie Partners, Inc.
Charlie Koons, 800-322-2885
TPG Specialty Lending
Luke Barrett, 212-601-4752
Tom Johnson or Dan Scorpio, 212-371-5999
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