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TICC Capital: October 2015 Investor Presentation

The following excerpt is from the company's SEC filing.

2 Additional Information and Where to Find It In connection with the approval of the proposed new investment advisory agreement with Benefit Street Partners L.L.C. (“BSP”), TICC Capital Corp. ("TICC", "TICC Capital", the "Company", "us", "we" or "our") has filed relevant materials with the SEC, including a definitive proxy statement on Schedule 14A. The Company has distributed the definitive proxy statement and a proxy card to each stockholder entitled to vote at the special meeting relating to the approval of the proposed new investment advisory agreement and the election of six directors nominated by the Company . INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE APPROVAL OF THE PROPOSED NEW INVESTMENT ADVISORY AGREEMENT AND THE APPROVAL OF ITS DIRECTOR NOMINEES THAT THE COMPANY FILES WITH THE SEC, BECAUSE THESE MATERIALS CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE APPROVAL OF THESE MATTERS. The definitive proxy statement and other relevant materials in connection with the approval of these matters, and any other documents filed by the Company with the SEC, may be obtained free of charge at the SEC's website (, at the Company's website (, or by writing to the Company at 8 Sound Shore Drive, Suite 255, Greenwich, CT 06830 (telephone number 203- 983-5275). Participants in the Solicitation The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company's stockholders with respect to the approval of the proposed new investment advisory agreement and the election of six directors nominated by the Company. Information about the Company's directors and executive officers and their ownership of the Company's common stock is set forth in the proxy statement on Schedule 14A filed with the SEC on September 3, 2015, and the Annual Report on Form 10-K for the fiscal year ended December 31, 2014. Information regarding the identity of the potential participants, and their direct or indirect interests in the approval of the proposed new investment advisory agreement, by security holdings or otherwise, are set forth in the proxy statement and other materials filed or to be filed with SEC in connection therewith. Forward Looking Statements This press release contains forward-looking statements subject to the inherent uncertainties in predicting future results and conditions. Any statements that are not statements of historical fact (including statements containing the words "believes," "plans," "anticipates," "expects," "estimates" and similar expressions) should also be considered to be forward-looking statements. Certain factors could cause actual results and conditions to differ materially from those projected in these forward-looking statements. These factors are identified from time to time in our filings with the Securities and Exchange Commission. We undertake no obligation to update such statements to reflect subsequent events.

3 What a Yes vote on October 27th means for TICC shareholders: „Ï Best in class asset manager ¡V Benefit Street Partners (¡§BSP¡¨) to become TICC Capital¡¦s new investment advisor „Ï Permanent and meaningful decline in fees paid by TICC Capital „Ï No reduction to TICC¡¦s current distribution (1) and no dilution to TICC¡¦s net asset value (¡§NAV¡¨) „Ï BSP supports a $50 million to $100 million tender offer or repurchase program for TICC shares; intends to fund any tender offer after the vote at a minimum price of ~0.9x NAV (2) „Ï Adds four new independent directors to TICC Capital¡¦s Board, for a total of seven independent directors out of nine Board members „Ï No restriction on other value creating opportunities following the vote What a No vote means: „Î Status quo: no change to fee structure, the advisor or the Board „Î Reduced optionality for TICC shareholders „Î No incentive for TPG BDC (or any other party for that matter) to provide a more compelling proposal for TICC shareholders than TPG BDC¡¦s value-destroying, below-NAV proposal TICC Capital and October 27th Vote Notes 1 In comparison to, or as would be the case under the TPG BDC proposal, the per share distribution would decrease by ~42% from $1.16 to $0.67 based on the exchange ratio (of 0.43x, TPG BDC stock price close on 9/15/2015) adjusted equivalent share price to TICC shareholders on a pro forma basis 2 Appropriate minimum tender offer price would be no less than the current average price to net asset value ratio for large-cap BDCs (which is approximately 90% today); source: Keefe, Bruyette & Woods Weekly BDC/RIC Market Overview dated September 25, 2015

4 „X TICC has delivered on its investment objectives ¡V Strong relative performance ¡V Trades in-line with peers ¡V Consistent and attractive distributions „X Thorough review undertaken ¡V BSP investment advisory agreement reviewed and unanimously approved by the Board including each of the independent directors ¡V Special Committee, comprised solely of highly qualified and independent directors of the Board, conducted a serious evaluation of and requested additional information regarding the NexPoint Advisors, L.P. (¡§NexPoint¡¨) proposal and TPG Specialty Lending Inc.¡¦s (¡§TPG BDC¡¨) offer to buy TICC Capital ¡V BSP investment advisory agreement enables TICC Capital to rapidly make a strategic change in its investment focus from CLOs to middle-market direct origination „X Special Committee unanimously concluded BSP investment advisory agreement is in the best interests of all TICC Capital stockholders Executive Summary

5 „X Completed IPO in November 2003 as Technology Investment Capital Corp. ¡V Newly formed Business Development Company (¡§BDC¡¨) ¡V Initially created to invest in the debt and/or equity securities of technology-related companies ¡V Raised $150 million „X TICC Capital today: ¡V $956 million portfolio composed of 96 portfolio company and CLO investments ¡V 70% of the portfolio is in senior secured debt ¡V No investments on non-accrual ¡V Investment portfolio marked to fair market value „X Since IPO, TICC has paid $12.01 per share in total distributions to investors { Represents approximately 1.4x TICC¡¦s current NAV per share TICC Capital¡¦s History

6 TICC Has Performed Favorably Relative to its BDC Peers 7-Year Total Return Comparison ¡V TICC Has Outperformed Average = 12% (%) Price / NAV Differential: TICC vs. Pre-2007 BDC IPO Peers (1) (20%) 0% 20% 40% 60% Oct-10 Apr-11 Oct-11 Apr-12 Oct-12 May-13 Nov-13 May-14 Nov-14 May-15 „X TICC has traded at a 5-year average Price / NAV of 0.99x versus other pre-2007 BDC IPO peers (1) at 0.88x, demonstrating the prudent management approach of TICC¡¦s investment advisor „X TICC has outperformed TPG BDC from a total returns perspective in three of the last six quarters (since TPG BDC¡¦s IPO) TICC Pre-2007 BDC IPO Peers (1) (%) (2) (1) Source: SNL Financial; market data as of 10/6/2015 Notes 1 Represents BDCs that went public before 1/1/2007; includes ACAS, AINV, ARCC, BKCC, CSWC, EQS, GAIN, GLAD, HTGC, KCAP, MVC, OHAI, PNNT, PSEC, RAND, SAR, TAXI, TCAP and TINY 2 Includes externally-managed BDCs and is based on medians. Peer group includes ABDC, AINV, ARCC, BKCC, CMFN, CPTA, FDUS, FSC, FSIC, FULL, GAIN, GARS, GBDC, GLAD, GSBD, HCAP, HRZN, MCC, MRCC, MVC, NMFC, OFS, OHAI, PNNT, PSEC, SAR, SCM, SLRC, TCPC, TCRD, TSLX, TPVG and WHF TICC has traded at a 12% average Price / NAV premium to peers over the last 5 years 20% 47% 338% 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% Externally Managed BDC Peers Pre-2007 BDC IPO Peers TICC

7 TICC Will Have One of the Lowest Expense Structures in BDC Sector „X The lower the expense ratio, the more net investment income available to pay distributions to shareholders „X TICC had a ratio of expenses to average net assets of 8.6% for the six months ended June 30, 2015, as compared to 9.6% for TPG BDC (1) „X When comparing expenses excluding interest to average assets, TPG BDC has the highest ratio of all BDCs (2) { TICC has a lower ratio of expenses excluding interest to average assets, than most of its BDC peers (2) TICC Shareholders Benefit Note 1 Source: Quarterly Reports on Form 10-Q for the quarter ended June 30, 2015 of TICC and TSLX. In addition, TICC¡¦s ratio of expenses to average net assets includes a one-time reversal of approximately $2.4 million in net investment income incentive fees during the six months ended June 30, 2015 relating to a non-material error in TICC¡¦s accounting policy for revenue recognition 2 Source: Keefe, Bruyette & Woods Weekly BDC/RIC Market Overview dated September 25, 2015. Includes all BDCs with a market capitalization greater than $200MM 3 Pro forma for TICC¡¦s management fee decreasing to 1.5% from the current 2.0%; based on June 30, 2015 quarter (%) BDC Peer Comparison of Expenses (ex-Interest) / Average Assets (2) 1.0 2.0 2.3 2.4 2.5 2.8 3.0 3.2 3.2 3.3 3.4 3.4 3.5 3.5 3.7 3.8 3.8 3.9 4.0 4.0 4.2 4.3 0.0 0.5 1.0 1.5 2.0 2.5 3.0 3.5 4.0 4.5 5.0 MVC SLRC GBDC TCPC TICC Pro Forma BKCC TICC FSIC AINV NMFC GARS CPTA FSC GAIN GSBD ARCC PNNT PSEC MCC FDUS TCRD TPG BDC (3) Median 3.4%

BSP Agreement: TICC Process & Considerations

9 „X In accordance with the Section 15 of the 1940 Act, TICC¡¦s Board thoroughly reviewed BSP¡¦s proposal in July and carefully evaluated the potential benefits to stockholders „X TICC¡¦s Board carefully evaluated the following information related to BSP¡¦s proposal: { BSP's expertise in credit origination and investment, and the ability to leverage that knowledge to make a strategic change in TICC Capital's investment focus away from CLOs { Comparative data with respect to services and the advisory fees paid to investment advisers of other BDCs { Questionnaires completed and extensive materials provided by BSP in response to the Board¡¦s requests { BSP¡¦s operations and financial conditions, including its $10 billion of assets under management { BSP¡¦s philosophy of management, historical performance and methods of operation { The favorable performance record of BSP and the quality of services { Education and experience of BSP¡¦s 60 investment and research professionals { The base management fees and incentive fees associated with the BSP agreement { The expected profitability of BSP¡¦s affiliate in relation to the services „X The non-interested directors consulted with independent legal counsel regarding the approval of the BSP agreement „X Ultimately, the Board of Directors determined that the BSP agreement was in the best interests of the Company and its stockholders The Review Undertaken to Protect Stockholder Interests

10 „X When NexPoint submitted a competing proposal to become TICC Capital¡¦s investment advisor, TICC formed a Special Committee comprised solely of independent directors with no stake in TICC Management to review the NexPoint proposal „X The Special Committee also thoroughly reviewed the TPG BDC offer to buy TICC Capital „X The members of the Special Committee receive NO payments as a result of BSP¡¦s agreement to acquire TICC Management; they are independent directors „X The Special Committee is assisted by independent legal counsel and financial advisors „X The Special Committee requested additional information from NexPoint and TPG BDC and carefully reviewed their responses compared to BSP's responses to previous information requests „X Among other items, the Special Committee considered the size of each company's investment staff, its origination capability, investment focus and historical performance „X The Special...