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A Vote on the GOLD Card is a Vote to End a Decade of Failed Returns and Abusive Governance Practices
Not One Single Third Party Proxy Advisor Has Recommended Voting With Management
TSLX Encourages TICC Stockholders to Vote the GOLD Proxy Card
to Terminate TICC’s External Adviser’s Advisory Contract and to Elect T.
TSLX strongly encourages stockholders to sign and return the GOLD proxy card today. Even if a WHITE card has been submitted, stockholders can still change their vote, simply by signing and returning the GOLD proxy card now.
Voting instructions and TSLX’s proxy materials are also available through the SEC’s website and at www.changeTICCnow.com.
A copy of the letter follows:
Dear Fellow TICC Stockholders,
TIME IS RUNNING OUT. You must act now to seize on the opportunity to
finally end the failed performance of the external adviser of
Listen to the outside proxy advisors. Do not listen to management’s self-interested arguments. All three leading proxy advisory firms have called for TICC stockholders to support TSLX’s campaign for change at TICC.
“As a result of the current advisor's investment strategy, TICC has
delivered negative [Total Shareholder Return] and underperformed peers
and the index over the past five years . . . As such, terminating
the current advisor appears to be in the best interest of TICC
shareholders.” – ISS proxy advisory report,
Aug. 17, 2016
“[W]e see little reason for investors to support retention of the
[a]dviser at this time . . . [O]perating under the [a]dviser's
guidance [TICC] has consistently posted laggard returns relative to
its BDC peers . . . and dramatically eroded the Company's [Net Asset
Value (“NAV”)] through a cumbersome strategic shift and a
mathematically unsupportable distribution program.” –
Glass Lewisproxy advisory report, Aug. 19, 2016
“Ms. Pankopf is part and parcel of an intractably stagnant board room
that has not changed a single sitting member since TICC’s listing in
2003. . . [W]e would thus argue it is entirely reasonable for
investors to now hold Ms. Pankopf directly accountable for TICC’s
persistent underperformance . . . ” -
Glass Lewisproxy advisory report, Aug. 19, 2016
“We believe that
T. Kelley Milletwould bring new perspective and ideas to the Board given his level of industry expertise, public company experience and diversity.” – Egan-Jones proxy advisory report, Aug. 23, 2016
A vote on the GOLD proxy card is a vote to end…
A Decade of Failed Returns
Since its IPO in 2003, TICC has underperformed the BDC Composite by 183%1 while NAV per share has declined 52%.2
The Collection of Millions in Fees from Stockholders Amid this
Despite the Company’s history of continued underperformance, the external adviser has collected more than
$141.4 millionin management and incentive fees from stockholders’ investment since inception under a fee structure that is approximately 265%3 higher than its most comparable peer.4
- TICC collected a
$1.2 millionincentive fee for its performance last quarter, a quarter in which the Company realized $7.3 millionin losses.5
Inadequate Governance Practices
The Board has consistently demonstrated an interest in helping itself instead of delivering true value for stockholders. This includes:
- Unprecedented delays in the scheduling of its 2016 annual meeting relative to prior years, at a time when insiders were accumulating 1.8 million shares
- Inadequate disclosure in a conflicted transaction, which led a federal judge to find that TICC likely violated securities laws and misled stockholders
- The failure to add even one independent, experienced director to the Board over the past 13+ years
IT IS NOT TOO LATE TO CAST YOUR VOTE! SIGN AND
RETURN THE GOLD CARD TODAY TO SUBMIT YOUR SUPPORT FOR TSLX’S PROPOSAL TO
TERMINATE THE EXISTING ADVISORY AGREEMENT AND TO ELECT TSLX’S NOMINEE,
Stockholders, YOU have the power to effect change at TICC and protect your investment. YOU are the true owners of the Company and YOU should exercise your right to VOTE the GOLD card in favor of TSLX’s proposals.
If you have not yet voted, or would like to change your vote, IT IS NOT TOO LATE. Vote today to end a decade of failure at TICC and set TICC on a better path forward.
Chairman and Co-Chief Executive Officer
Co-Chief Executive Officer
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.
Proxy Solicitation Information
In connection with TSLX’s solicitation of proxies for the 2016 annual
meeting of TICC stockholders in favor of (a) the election of TSLX’s
nominee to serve as a director of TICC and (b) TSLX’s proposal to
terminate the Investment Advisory Agreement, dated as of
TSLX STRONGLY ADVISES ALL STOCKHOLDERS OF TICC TO READ THE TSLX PROXY STATEMENT AND THE 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 ON TSLX’S WEBSITE AT HTTP://WWW.TPGSPECIALTYLENDING.COM. IN ADDITION, TSLX WILL PROVIDE COPIES OF THE TSLX PROXY STATEMENT WITHOUT CHARGE UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO TSLX’S PROXY SOLICITOR AT TPG@MACKENZIEPARTNERS.COM.
The participants in the solicitation are TSLX and
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
This document shall not constitute an offer to sell, buy or exchange or the solicitation of an offer to sell, buy or exchange any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
1 Note: Market data as of
4 BDC Composite comprised of ACAS, AINV, ARCC, BKCC, FSC,
GBDC, HTGC, MAIN, MCC, NMFC, PNNT, PSEC, SLRC, TCAP, and TCRD Note:
Market data as of
Lucy Lu, 212-601-4753
MacKenzie Partners, Inc.
Charlie Koons, 800-322-2885
Luke Barrett, 212-601-4752
Tom Johnson or Pat Tucker
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