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FACT 1: TICC’s net asset value has consistently declined over the last few years which is in part a direct reflection of TICC’s policy to distribute investor capital as part of its dividend policy. The simple fact of paying a dividend consisting of investor capital is unsustainable, this is true regardless of TICC's supposed interpretation of accounting rules.
FACT 2: Five respected, independent equity analysts believe that TICC’s dividend is unsustainable. TICC does not address the concerns raised by these independent voices.
FACT 3: TICC re-issued a stockholder letter updating how it refers to its dividend to directly state the dividend is in part a return of investor capital. TICC decided to bury this statement in a footnote. Stockholders should be mindful of these disclosures and how they contradict TICC’s own narrative.
FACT 4: TSLX has been clear about its approach to its dividend policy and the long-term sustainability of such policy. TSLX has been clear that with TICC it believes it can grow the TSLX dividend. TICC has made no such similar statements about BSP’s ability to grow the TICC dividend over time.
TSLX also reminds stockholders that TICC has still not directly answered four simple questions. Those questions are repeated below with a continued request for direct answers from TICC.
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?
While TICC has addressed the accounting of its dividend, it has explicitly avoided any comment about the sustainability of said policy.
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(1)Net Asset Value Per Share includes effect of realized and unrealized gains Source: Public Filings
TPG Specialty Lending
Robert Ollwerther, 212-430-4119
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 Pat Tucker
firstname.lastname@example.org / email@example.com