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TSLX Believes Outcome Demonstrates Stockholders’ Desire for Change and Sets Expectations for Rigorous Review by TICC Board of Adviser’s Contract in Coming Year
“While we are disappointed in the results of the vote at TICC’s 2016
annual meeting of stockholders, we are encouraged by the substantial
support TSLX’s proposals received from TICC’s stockholders. We believe
these results make clear, particularly when you exclude shares held by
insiders, that TICC stockholders without a financial interest in the
adviser are demanding real change. Of the shares represented in person
or by proxy at the annual meeting and held by unaffiliated stockholders1,
56.0% were voted in favor of our independent nominee,
“Although TSLX’s proposal to terminate the advisory contract of TICC’s external adviser did not achieve the statutory threshold required for approval by stockholders under the Investment Company Act of 1940, as amended (the “1940 Act”), the inspector’s final tabulation indicated that, of the shares represented in person or by proxy at the annual meeting, 56.1% of shares held by unaffiliated stockholders2, and 50.3% of all shares represented at the meeting, were voted in favor of terminating the adviser’s contract. We hope that the TICC Board will recognize the clear intent expressed by its unaffiliated stockholders in this vote.
“We continue to be disappointed in what we view as the troubling share accumulation by TICC’s management in 2016, which occurred concurrently with a significant delay in TICC’s schedule for the annual meeting compared to prior years. Without this share accumulation, the TICC Board would have benefitted from its first new independent director in 13 years.
“Given the close votes on these matters, we expect the TICC Board to conduct a robust and transparent review of the external adviser’s contract in the coming year, consistent with its obligations under the 1940 Act. Other stockholders should demand the same. This review should involve a rigorous examination of TICC’s drastic underperformance, which has been 183%3 below the BDC Composite since the Company’s IPO in 2003, and careful consideration of TICC’s fees, which are 265%4 higher than its most comparable peer. We continue to believe TICC stockholders deserve – and more importantly are demanding – real change.
“The BDC industry can play a critical role in providing financing for mid-sized companies and we believe that the push for change at TICC and across the industry will support meaningful growth in this sector. From our initial offer to buy TICC in 2015 to this effort to force change, our focus has always been on creating value for TSLX and TICC stockholders. We thank our fellow TICC stockholders for their support in this effort.”
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.
1 Excludes shares beneficially owned by TICC directors and executive officers as of the record date.
2 Excludes shares beneficially owned by TICC directors and executive officers as of the record date.
3 BDC Composite comprised of ACAS, AINV, ARCC, BKCC, FSC, GBDC, HTGC, MAIN, MCC, NMFC, PNNT, PSEC, SLRC, TCAP, and TCRD
Lucy Lu, 212-601-4753
MacKenzie Partners, Inc.
Charlie Koons, 800-322-2885
Luke Barrett, 212-601-4752
Tom Johnson or Pat Tucker
firstname.lastname@example.org / email@example.com