|View printer-friendly version|
TSLX urges stockholders to remember the following in reviewing TICC materials:
The TSLX Proposal Was the First to Commit to
We remind TICC stockholders that TSLX committed to returning capital to
stockholders when we first made our proposal public on
TICC Is Trying to Mischaracterize Our Intentions
As a major TICC stockholder (owning 3% of all shares outstanding), our goal is to maximize the value to our fellow TICC stockholders – our incentives are fully aligned. TICC has claimed that we are motivated by increasing assets under management and management fees. This is simply not true. Since TSLX has been publicly traded, our stock price has never closed below net asset value, given our shareholder focus. If we were focused on increasing assets under management and fees to the external manager, we could have raised additional capital on any day since going public. We have not done so.
In fact, when we publicized our proposal on
TICC Is Sending Conflicting Messages about the Value of Your Shares
BSP supports a
TICC Continues to NOT Answer Our Four Simple Questions
Finally, on multiple occasions we asked TICC four simple questions and received answers to none. Once again we ask those four simple questions:
1. Are management or interested board members of TICC receiving compensation, remuneration, or other payments related to the proposed change of control of the TICC external manager?
2. As compared to other business development companies and asset classes, what results has management’s leadership produced for TICC stockholders in the past three years? What about since TICC’s initial public offering under this management team and board supervision?
3. Why should the TICC external manager that oversaw massive underperformance now be paid a premium to leave? Why can't the board simply replace the manager in a way that pays TICC stockholders instead? Who is the TICC board looking out for here?
4. Is TICC’s dividend sustainable? Is TICC currently earning enough to deliver its dividend? Does TICC disagree with five respected independent analysts who believe the TICC dividend will be cut?
The TSLX Proposal is the Only Proposal that Delivers Immediate and Upfront Value to TICC Stockholders. Vote Against TICC’s Proposals.
TSLX urges stockholders to vote the GOLD proxy card AGAINST management
proposals at the upcoming special meeting of TICC stockholders on
1 Minimum tender offer price of approximately 0.9x NAV based
on the current average price to NAV ratio for large-cap BDCs as
indicated in TICC’s presentation publicized on
Information set forth herein includes forward-looking statements. These
forward-looking statements include, but are not limited to, statements
regarding TSLX proposed business combination transaction with
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 management’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, actual results or
performance 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
Risks and uncertainties related to the proposed transaction include, among others, uncertainty as to whether TSLX will further pursue, enter into or consummate the transaction on the terms set forth in the proposal or on other terms, potential adverse reactions or changes to business relationships resulting from the announcement or completion of the transaction, uncertainties as to the timing of the transaction, adverse effects on TSLX’s stock price resulting from the announcement or consummation of the transaction or any failure to complete the transaction, competitive responses to the announcement or consummation of the transaction, the risk that regulatory or other approvals and any financing required in connection with the consummation of the transaction are not obtained or are obtained subject to terms and conditions that are not anticipated, costs and difficulties related to the 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 the transaction, unexpected costs, liabilities, charges or expenses resulting from the transaction, litigation relating to the 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
The information set forth herein is provided for informational purposes
only and does not constitute an offer to purchase or the solicitation of
an offer to sell any securities. TSLX has filed with the
TSLX STRONGLY ADVISES ALL STOCKHOLDERS OF TICC TO READ THE TSLX PROXY STATEMENT AND ITS 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 AT TSLX’S WEBSITE AT HTTP://WWW.TPGSPECIALTYLENDING.COM. IN ADDITION, TSLX WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO TSLX’S PROXY SOLICITOR AT TPG@MACKENZIEPARTNERS.COM.
The participant in the solicitation is TSLX and certain of its directors and executive officers may also be deemed to be participants in the solicitation. As of the date hereof, TSLX directly beneficially owned 1,633,660 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
TPG Specialty Lending
Robert Ollwerther, 212-430-4119
Lucy Lu, 212-601-4753
MacKenzie Partners, Inc.
Charlie Koons, 800-322-2885
TPG Specialty Lending
Luke Barrett, 212-601-4752
Tom Johnson or Pat Tucker, 212-371-5999
email@example.com / firstname.lastname@example.org