|View printer-friendly version|
TSLX Mails Letter to TICC Stockholders Urging Them to Vote AGAINST the Management Proposals on the GOLD Proxy Card
TSLX to Ensure TICC Stockholders Can Make Informed Decision about the Company’s Future
The proxy materials are available through the SEC’s website and at www.changeTICCnow.com. TSLX intends to begin mailing definitive proxy materials to all TICC stockholders immediately.
In addition, TSLX today sent a letter to TICC stockholders urging them to vote the GOLD proxy card AGAINST the management proposals.
A copy of the letter follows:
Dear Fellow TICC Stockholders:
On behalf of
Vote the GOLD proxy card today to send a clear message to the TICC Board to engage with TSLX.
UNLIKE MANAGEMENT’S PROPOSALS, TSLX WOULD PROVIDE TICC STOCKHOLDERS A SUBSTANTIAL UPFRONT PREMIUM TO THE MARKET VALUE OF THEIR SHARES
We have presented a proposal that would offer you shares of TSLX stock
with a market value of
The TICC Board is proposing a transaction with BSP that does not offer you, the stockholder, any upfront consideration at all, only the prospect of paying reduced fees going forward.
THE TSLX PROPOSAL WOULD ENABLE TICC STOCKHOLDERS TO PARTICIPATE IN A LEADING PLATFORM THAT HAS CONSISTENTLY OUTPERFORMED THE SECTOR
TSLX is one of the industry’s leading platforms. But we do not expect you to rely only on our opinion. We urge you to consider what independent analysts have stated about TSLX. One of the leading securities analyst in this sector said: “TSLX is one of our favorite names rising from weakness across the BDC space at large – we see the name at a premium to the group for all the right reasons, including portfolio asset quality, strong returns / dividend coverage and a shareholder-oriented management team.”1
Consider for a moment that a stockholder who invested a dollar with TICC
three years before we announced our proposal on
UNLIKE TICC, TSLX HAS A DEMONSTRATED CAPACITY FOR PAYING A SUSTAINABLE DIVIDEND
We believe the current TICC dividend is unsustainable. At least five equity analysts have indicated that the dividend will be cut and neither TICC nor BSP has refuted these reports.2 TICC even felt it necessary to re-issue its first letter to stockholders with amended statements to clarify that a portion of TICC’s 2015 dividend distribution is a return of capital. Paying a dividend by returning investors’ capital is clearly unsustainable and erodes its investment base.
At TSLX, we only pay dividends we can afford. This helps protect stockholder investment over the long-term by maintaining assets available to generate earnings. The simple truth is that, if TICC followed this policy, it would have to cut its dividend. Otherwise all TICC is doing is returning investors’ money and calling it a distribution.
THE TSLX PROPOSAL WOULD STOP A PAYMENT TO THE UNDERPERFORMING TICC EXTERNAL MANAGER THAT HAS DESTROYED THE VALUE OF YOUR INVESTMENT
TSLX is proposing to provide TICC stockholders with a substantial
upfront premium to the market value of their shares. Our proposal would not
compensate the current TICC manager – one that has significantly
underperformed for you, the stockholders. Since
TICC’s IPO, the TICC external manager has collected
Under management’s transaction with BSP, TICC stockholders will not
receive any upfront compensation, only the prospect of paying reduced
fees in the future. At the same time it is estimated the current
underperforming manager, which includes members of the TICC Board, will
LEADING INDEPENDENT INVESTMENT PROFESSIONALS AGREE THAT TSLX OFFERS TICC STOCKHOLDERS SUPERIOR VALUE
We feel strongly that the value of our proposal is in the best interest of you, the stockholders. We were excited to see the 9.6% rise in the price of TICC stock on the day our offer was announced5 as well as the support of fellow investors and analysts who immediately recognized the value of our proposal. We urge stockholders to consider the below comments from leading equity analysts and fellow TICC stockholders:
“TSLX trumped BSP’s offer, in our view, by presenting TICC’s board
with a proposal that would provide a 20% premium to shareholders.” -
September 16, 2015
“I find TPG's offer the most compelling, given that it provides an
TICC Capitalinvestors to exit with an immediate return.” - Mercer Capital Advisers Inc., September 16, 2015
“We believe that TSLX management has performed well for shareholders
and their offer represents an attractive premium to TICC shareholders
in the immediate future.” - PM at large investment manager in NYC
Wells Fargoreport, September 17, 2015
“TSLX has done the industry a favor by forcing this choice and
presenting a visible example of how shareholders can seek to unlock
value.” - Analyst/PM at a large NYC based investment manager, cited in
Wells Fargoreport, September 17, 2015
“The TSLX offer presents shareholders a strong premium stock price.” –
Wells Fargoanalyst, September 17, 2015
DON’T BE FOOLED BY TICC’S MISLEADING STATEMENTS
TICC is trying to obscure the premium of our offer
by switching the discussion to net asset value. TICC notes the
TSLX offer is a 12.8% discount to TICC’s net asset value as of
TICC HAS CONSISTENTLY PRIORITIZED THE EXTERNAL MANAGER AHEAD OF STOCKHOLDERS – DENYING STOCKHOLDERS THE OPPORTUNITY TO SUPPORT TSLX’S OFFER IS ANOTHER EXAMPLE
We believe TICC’s actions speak for themselves – TICC has failed to utilize meaningful stockholder buybacks to support net asset value per share. We view this as a sign of continued prioritization of its external manager (who earns less fee income with a return of capital) over stockholders (who would see the value of their investment increase under such a program).
VOTE THE GOLD PROXY CARD TO UNLOCK VALUE FOR TICC STOCKHOLDERS!
Your vote will stop TICC from pursuing a value destructive transaction. And although voting against one or all of the TICC proposals is not equivalent to voting in favor of the TSLX Proposal, and defeat of the TICC proposals alone will not require TICC to pursue a transaction with TSLX, voting the GOLD proxy card will send a clear message to the TICC board that you prefer the TSLX proposal.
VOTE THE GOLD PROXY CARD. Visit www.changeTICCnow.com for more information about TSLX’s offer and the deficiencies of the BSP transaction.
Chairman, Board of Directors
Co-Chief Executive Officer
Co-Chief Executive Officer
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
1 TSLX: A Best In Class BDC (***Thud***As The Microphone
2 TICC Reiterates Rejection Of TSLX's offer,
3 Market data as of
4 The 9/18 Friday Bocks'd Lunch,
5 Represents the percentage change in the TICC share price
from the close on
TPG Specialty Lending
Robert Ollwerther, 212-430-4119
Lucy Lu, 212-601-4753
Luke Barrett, 212-601-4752
Tom Johnson or Pat Tucker, 212-371-5999
firstname.lastname@example.org / email@example.com