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




Washington, D.C. 20549




Filed by the Registrant ¨

Filed by a Party other than the Registrant x

Check the appropriate box:


(Name of Registrant as Specified In Its Charter)

TPG Specialty Lending, Inc.

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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On November 2, 2015, TPG Specialty Lending, Inc. issued the following press release:

TPG Specialty Lending, Inc. Increases Proposal to Acquire TICC Capital Corp.

The Updated TSLX Proposal Would Pay TICC Stockholders 90% of Net Asset Value For ALL TICC Shares

Updates Offer to Give TICC Stockholders Increased Value for Shares Even if Market Conditions Were to Change

TSLXs Proposal is Superior to a Transaction with Benefit Street Partners L.L.C., Under Which Only a Small Portion 1 of Shares Would Be Purchased at 90% of NAV

TSLX Reminds TICC Stockholders that Their Votes Still Count and Calls on Them to Vote TodayVoting GOLD Will Allow Stockholders to Potentially Realize the Value of the TSLX Offer

NEW YORK( BUSINESS WIRE )TPG Specialty Lending, Inc. (TSLX; NYSE:TSLX), a specialty finance company focused on lending to middle-market companies, today announced that it has increased its offer, as a percentage of net asset value, to acquire TICC Capital Corp. (TICC; Nasdaq: TICC) in a stock-for-stock transaction. TSLX believes that its updated proposal is superior in that it would deliver to ALL TICC stockholders an immediate, upfront premium and the opportunity to participate in an industry-leading platform with a sustainable dividend.

Under the terms of the updated proposal announced today, TICC stockholders would receive a number of shares of TSLX common stock that results in TICC stockholders receiving 90% of TICC net asset value per share as of the signing date of a definitive agreement. Based on TICCs reported net asset value as of June 30, 2015, the updated proposal is equal to stockholders receiving $7.74 per share.

TICCs stock price has not closed above 90% of its most recently reported net asset value since December 10, 2014 and, based on its closing stock price on Friday, October 30, 2015, is currently trading at a 25.7% discount to TICCs most recently reported net asset value. The updated proposal adds certainty for stockholders, indexing the value of TSLXs proposal with the most recently reported net asset value. For example, should TICCs recent investment performance increase net asset value, the TSLX proposal would automatically increase to compensate stockholders for this value.

Josh Easterly, Chairman and Co-Chief Executive Officer of TSLX, commented: In recent weeks, TICC has readily admitted that the status quo is not a viable path for the company and is not in the best interest of its stockholders, who are overwhelmingly against TICCs proposed transaction with Benefit Street Partners L.L.C. (BSP). The broader market has recognized this as well. All of the major proxy advisory firms, five out of six of TICCs own independent equity analysts, as well as many significant stockholders have called on TICC to pursue a sale of TICC to deliver real value to long-suffering TICC stockholders.

Today we have increased the value of our proposal to demonstrate that we are fully committed to completing this transaction. Our announcement today addresses many of TICCs previous concerns and, most importantly, gives stockholders a clear view on how our proposal delivers immediate and upfront value for their investment. It is now time for TICCs board of directors to act in the best interest of its stockholders and make the right choice by engaging in substantive discussions with us.

We also note that TICC is one of only approximately four BDCs that have yet to announce the date on which they will release their latest financial results. Stockholders should wonder why TICC is holding back on informing stockholders about when it will update them regarding the state of their investment.

We stand by our superior proposal and remain confident that our increased proposal is the most compelling option for TICC stockholders. We are ready and willing to engage with TICC to make this transaction a reality.

In addition to the increased value and immediate upfront premium, key benefits of the updated TSLX proposal include:

The updated proposed stockholder consideration reflects an increase as compared to the 87% of TICC net asset value per share offered in the original TSLX proposal delivered to the Special...