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A Federal Judge Declared that TICC has Misled Stockholders and Failed to Disclose Pertinent Information Relating to the BSP Transaction
TSLX Reminds TICC Stockholders that Their Votes Still Count and Calls on Them to Vote Today - Voting GOLD Will Allow Stockholders to Potentially Realize the Value of the TSLX Offer
A copy of the letter follows:
Dear Fellow TICC Stockholders:
We’re writing to provide an important update and the simple facts
regarding the future of your investment in
A FEDERAL JUDGE HAS DECLARED THAT TICC LIKELY VIOLATED THE LAW AND MISLED STOCKHOLDERS
The chorus of independent voices expressing concern over the BSP Transaction is overwhelming. All three independent proxy advisors that independently help stockholders decide how to vote, five of six leading independent analysts that cover TICC, numerous TICC stockholders and now, a federal judge have clearly expressed significant concerns related to the BSP Transaction.
You can still vote right now to make your voice
heard. The postponement of the meeting DOES NOT impact your ability to
vote at the Special Meeting. It is time to end TICC’s failed
leadership. We urge you to vote AGAINST the BSP Transaction to send a
message to TICC that it MUST meaningfully engage with
TICC AND ITS SPECIAL COMMITTEE CONTINUE TO BLATANTLY MISLEAD YOU as they have been doing for weeks. In the wake of Friday’s ruling, TICC issued a press release announcing that the Court ruled in their favor. Make no mistake: this ruling is a stinging critique of TICC AND ITS SPECIAL COMMITTEE’s behavior and a direct order that they correct serious and blatant attempts to mislead stockholders on critical facts. Tell TICC that now is the time for change.
We now present to stockholders straightforward, undeniable facts about TICC’s actions based on the Court’s ruling, which we encourage stockholders to read in full at https://ecf.ctd.uscourts.gov/cgi-bin/show_public_doc?2015cv1465-59.
ITEM ONE – TICC HAS FAILED TO PROPERLY DISCLOSE HOW MUCH TICC BOARD MEMBERS STAND TO PERSONALLY GAIN FROM THE BSP TRANSACTION
Certain members of the TICC board, including its chairman,
WHAT A FEDERAL JUDGE SAID ABOUT TICC’S DISCLOSURE ON THIS ISSUE: TICC’s use of “[v]ague descriptors such as a ‘significant conflict’ and ‘substantial payments’ do not present the true nature of Cohen, Royce, and Rosenthal’s multi-million dollar interests in the approval of a deal being presented to shareholders as in their best interest.” (underline added) The Court also stated, “It can fairly be inferred that TICC envisioned that its interested directors' and officers' disclosed conflicts would be viewed categorically different by the shareholders if it were forced to quantify, with some precision, the magnitude of that conflict.”
ITEM TWO – TICC HAS FAILED TO PROPERLY DISCLOSE THAT TICC DID NOT HAVE OUTSIDE EXPERTS REVIEW COMPETING OFFERS
We have long argued that TICC has run a deeply flawed process and has failed to meaningfully consider all proposals on the table to benefit stockholders. TSLX privately approached TICC in the hope of beginning negotiations and reaching an agreement but our outreach was not met with any meaningful engagement. In its public statements, TICC has claimed that they engaged with certain well-respected financial and legal advisors to fully evaluate our proposal and other offers on behalf of stockholders.
WHAT A FEDERAL JUDGE SAID ABOUT TICC’S DISCLOSURE ON THIS ISSUE: TICC’s public statements on this issue "can reasonably be regarded as an effort to mislead stockholders" and “ring hollow.” He agreed with NexPoint’s characterization that TICC has “written this in a way to be affirmatively misleading to suggest to the shareholders that they have these well-known firms, well known in the M&A space, advising them [when i]n fact, at the crucial time here, those firms were not on the scene."
ONE FACT HASN’T CHANGED – TICC’S PERFORMANCE HAS FAILED STOCKHOLDERS
Once again we remind TICC stockholders of these fundamental and undeniable facts about TICC and our offer:
1. In the hands of the TICC manager and TICC’s current board of directors, your investment has underperformed EVERY SIGNIFICANT MEASURE – one- and three-year stock price performance, net asset value and performance compared to the BDC Composite2 – over the past 12 years.
a. Remember, over the past three years an investment in TSLX has delivered 51.6% total returns. Your investment in TICC has realized NEGATIVE 13.9% total return.
2. For this complete lack of performance, you have already paid
3. Now TICC’s board of directors proposes to award this manager millions of dollars more. Why should it be PAID millions to be replaced when it can be replaced at NO COST? TICC has not even disclosed specific details of how the external manager will be paid, leaving stockholders to only wonder what the total value could be.
These simple facts are more than enough in our view for TICC stockholders to demand a change and the opportunity to participate in the value potential of the TSLX platform. That a federal judge has determined TICC likely misled stockholders and violated the law in its effort to have stockholders approve this inferior transaction only adds to the urgency of ending TICC’s leadership. Make your voice heard by voting today.
Under TSLX’s proposal, TICC stockholders would receive an upfront premium to the value of their shares and the opportunity to participate in the value creation of a market-leading platform. TSLX welcomes the Court’s ruling and the required updates and corrections to TICC’s materials. We stand by our offer and are ready to deliver value to TICC stockholders.
IF YOU VOTED ON THE NEXPOINT BLUE CARD, VOTE ON THE GOLD PROXY CARD NOW
The Court denied NexPoint’s request for recognition of its director nominees. So don’t be misled by NexPoint’s claims that its nominees can be elected at the Special Meeting. We encourage you to vote AGAINST the BSP Transaction today on TSLX’s GOLD proxy card to send a clear message to this board that it MUST pursue its fiduciary responsibility to stockholders and engage with TSLX.
We believe stockholders are overwhelmingly against TICC’s proposed transaction with BSP. It is now time for TICC’s board of directors to act in the best interest of its stockholders and make the right choice by engaging in substantive discussions with TSLX. Vote today to send a message to TICC.
HAVE YOUR VOICE HEARD! VOTE THE GOLD PROXY CARD AGAINST MANAGEMENT’S PROPOSALS TODAY!
TSLX urges stockholders to vote the GOLD proxy card AGAINST management proposals at the upcoming Special Meeting of TICC stockholders. Do not let TICC continue to mislead you. Tell TICC that you are fed up with their mismanagement, reject the value destructive transaction with BSP and urge the board to begin substantive discussions with TSLX. Visit www.changeTICCnow.com for more information about TSLX’s compelling offer.
Chairman, Board of Directors
Co-Chief Executive Officer
Co-Chief Executive Officer
If you have any questions concerning this letter or TSLX’s proposal,
(212) 929-5500 (call collect)
TOLL-FREE (800) 322-2885
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
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
2 BDC Composite comprised of ACAS, AINV, ARCC, FSC, GBDC, HTGC, MAIN, MCC, NMFC, PNNT, PSEC, SLRC, TCAP, TCRD and BKCC.
TPG Specialty Lending
Robert Ollwerther, 212-430-4119
TPG Specialty Lending
Lucy Lu, 212-601-4753
MacKenzie Partners, Inc.
Charlie Koons, 212-929-5708
TPG Specialty Lending
Luke Barrett, 212-601-4752
Tom Johnson or Pat Tucker
firstname.lastname@example.org / email@example.com