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Additional definitive proxy soliciting materials filed by non-management and Rule 14(a)(12) material

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Washington, D.C. 20549


(Rule 14a-101)



Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒

Check the appropriate box:

☐ Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14-a6(e)(2))

☐ Definitive Proxy Statement

☒ Definitive Additional Materials

☐ Soliciting Material Under §240.14a-12

TICC Capital Corp.
(Name of Registrant as Specified In Its Charter)

NexPoint Advisors, L.P.
Dr. Bob Froehlich
John Honis
Timothy K. Hui
Ethan Powell
William M. Swenson
Bryan A. Ward
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

NexPoint Advisors Commences Litigation Against TICC Capital Corp.; Further Enhances its TICC Capital Corp. Advisory Proposal

DALLAS, October 9, 2015 /PRNewswire/ -- NexPoint Advisors, L.P. (" NexPoint ") announced today that it has commenced litigation in the United States District Court in Connecticut against TICC Capital Corp. (the " Company " or “ TICC ”) (NASDAQ: TICC ), its Board of Directors (the “ Board ”) and the President of the Company based on what we believe are clear violations of Maryland law and federal securities law to ensure that stockholders will not be stripped of their voting rights and denied the opportunity to vote on NexPoint’s director nominees at the October 27 special meeting of stockholders (the “ Special Meeting ”).

In addition, NexPoint is further enhancing its proposal to assume management of TICC to include support for a tender offer or share repurchase program of between $50 million and $100 million in the event NexPoint’s management proposal is implemented by the Company and its stockholders. This matches the support announced by Benefit Street Partners (“ BSP ”) resulting in our proposal continuing to offer considerably better economics for stockholders, including $45 to $50 million of incremental value over the next 10 years 1 .

We view BSP’s recent press release as a desperate attempt to divert stockholder attention from the key issue at hand, which is that, under BSP’s management proposal, initially as much as $132 million and now at least $60 million (which was solely reduced as a result of our superior bid in favor of stockholders), in our estimation, is being paid to current management of the Company, rather than to the proper beneficiaries: the Company’s stockholders. In contrast, our proposal offers stockholders $45-50 million in savings over the next 10 years 1 compared to the BSP proposal and does not involve any payments to the current management, which we believe is the source of their enmity towards our proposal and refusal to meaningfully engage us in discussions.

We continue to be gravely concerned with the ongoing deception and misconduct of the Company and the Board in our view. On September 11, we validly nominated a competing slate of six highly qualified director candidates for election at the Company’s Special Meeting. We previously reported how the Secretary of the Company attempted to evade service of our nominations in an apparent effort to disenfranchise stockholders. Finally, on October 5, 2015, the Company outrageously informed stockholders that our director nominees were ineligible and that voting for our slate would be “wasting their votes.”

In our view, the Company and its insiders are attempting to steal the election by refusing to recognize our valid and highly qualified alternative slate of independent board candidates. Moreover, we believe they have attempted to rig the...