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Definitive proxy statement, contested solicitations

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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

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)

NEXPOINT ADVISORS, L.P.
300 Crescent Court, Suite 700
Dallas, Texas 75201

Dear Fellow Stockholder:

IMPORTANT: PLEASE READ THESE MATERIALS

NexPoint Advisors, L.P. (“NexPoint”) is a fellow stockholder of TICC Capital Corp. (the “Company”) and we are writing to you regarding the Company’s special meeting of stockholders scheduled to be held on October 27, 2015, including any adjournments or postponements thereof and any meeting that may be called in lieu thereof by the Company (the “Special Meeting”). We urge you to read the attached materials, INCLUDING THE QUESTIONS AND ANSWERS BEGINNING ON PAGE 3, because we believe that the current board of directors of the Company (the “Board”) has failed to act in your best interests . AS A RESULT, TO PROTECT YOUR INTERESTS AND YOUR INVESTMENT IN THE COMPANY, WE URGE YOU TO:

To assist you with your decision, we have provided a set of questions and answers beginning on page 3 of the attached proxy statement (the “Q&A”). NexPoint urges you to carefully consider the Q&A together with the other information contained in the attached proxy statement and then support its efforts by voting your shares today by signing, dating and returning the enclosed BLUE proxy card in the postage paid envelope provided. The attached proxy statement and BLUE proxy card are first being furnished to the stockholders on or about October 9, 2015.

If you were a stockholder of the Company as of August 31, 2015 (the “Record Date”), you have the power to vote against the Board’s actions, as the new investment advisory agreement cannot proceed without stockholder approval. If you have already sent a proxy card furnished by the Company’s management to the Company, we urge you to revoke it and change your vote by signing, dating and returning today the enclosed BLUE proxy card in the postage paid envelope provided. Only your latest dated proxy card counts!

If you have any questions or require assistance voting your shares, please contact D.F. King & Co., Inc., who is assisting us, at their address and toll-free number listed on the following page.

Thank you for your support,

If you have any questions or need assistance voting your Shares, please call:

D.F. King & Co., Inc.

48 Wall Street

New York, NY 10005

Stockholders Call Toll−Free at: 866-416-0556

Banks and Brokers Call Collect at: 212-269-5550

Email: TICC@dfking.com

You may also contact NexPoint via email at TICCProxy@NexPointAdvisors.com.

SPECIAL MEETING OF STOCKHOLDERS OF

TICC CAPITAL CORP.

PROXY STATEMENT OF

NEXPOINT ADVISORS, L.P.

If your Shares (as defined below) are registered in your own name, please vote your Shares today by signing, dating and returning the BLUE proxy card in the postage paid envelope provided. If your Shares are held in by a brokerage firm or bank, please vote your Shares today as described on the enclosed BLUE voting form provided by your broker or bank.

NexPoint Advisors, L.P., a Delaware limited partnership (“NexPoint” or “we”) is one of the stockholders of TICC Capital Corp. (the “Company”). We are writing to you because we believe that, for the reasons described herein, the Company’s current board of directors (the “Board”) has failed to act in your best interest. As a result, to protect your interests and your investment in the Company, we urge you to elect new directors for the Company and to defeat the Board’s proposals for stockholder action at the upcoming special meeting of stockholders scheduled to be held on October 27, 2015, at 10:00 a.m., Eastern time, at the offices of Sutherland Asbill & Brennan LLP located at 1114 Avenue of the Americas, 40th Floor, New York, New York 10036, including any adjournments or postponements thereof and any meeting that may be called in lieu thereof by the Company (the “Special Meeting”). This proxy statement (the “Proxy Statement”) and the enclosed BLUE proxy card are first being furnished to stockholders on or about October 9, 2015.

This Proxy Statement and the enclosed BLUE proxy card are being furnished to stockholders of the Company by NexPoint in connection with the solicitation of proxies from the Company’s stockholders for the following proposals:

The Company has set the close of business on August 31, 2015 as the record date (the “Record Date”) for determining stockholders entitled to notice of and to vote at the Special Meeting. The mailing address of the principal executive offices of the Company is 8 Sound Shore Drive, Suite 255, Greenwich, Connecticut 06830. Stockholders of record at the close of business on the Record Date will be entitled to vote at the Special Meeting.

According to the Company, as of the Record Date there were 59,987,986 shares (“Shares”) of common stock, $0.01 par value, (the “Common Stock”) outstanding. Holders of the Common Stock are entitled to one vote per Share. As of the Record Date, NexPoint was the beneficial owner of 100 Shares (acquired on August 17, 2015) and the other participants in this solicitation did not beneficially own any Shares. 1 NexPoint intends to vote such Shares against the proposed advisory agreement with TICC Management, for the election of the slate of director nominees nominated by NexPoint and against the Company’s proposal to adjourn the Special Meeting in the event that a quorum is present and the Company’s proposals did not receive sufficient votes for approval.

THIS SOLICITATION IS BEING MADE BY NEXPOINT AND NOT ON BEHALF OF THE BOARD OF DIRECTORS OR MANAGEMENT OF THE COMPANY. NEXPOINT IS NOT AWARE OF ANY OTHER MATTERS TO BE BROUGHT BEFORE THE SPECIAL MEETING EXCEPT AS DISCUSSED HEREIN OR IN THE COMPANY’S PROXY STATEMENT. SHOULD OTHER MATTERS, WHICH NEXPOINT IS NOT AWARE OF WITHIN A REASONABLE TIME BEFORE THIS SOLICITATION, BE BROUGHT BEFORE THE SPECIAL MEETING, THE PERSONS NAMED AS PROXIES IN THE ENCLOSED BLUE PROXY CARD WILL VOTE ON SUCH MATTERS IN THEIR DISCRETION.

IF YOU HAVE ALREADY GIVEN A PROXY TO THE COMPANY’S MANAGEMENT, YOU MAY REVOKE THAT PROXY AND VOTE AGAINST THE APPROVAL OF THE NEW TICC MANAGEMENT ADVISORY AGREEMENT AND IN FAVOR OF NEXPOINT’S NOMINEES BY SIGNING, DATING AND RETURNING THE ENCLOSED BLUE PROXY CARD TODAY. THE LATEST DATED PROXY IS THE ONLY ONE THAT COUNTS. ANY PROXY MAY BE REVOKED (I) by delivering a later−dated proxy, or by delivering a written notice of revocation at any time prior to 12:00 a.m. Eastern Time, on October 27, 2015 TO NEXPOINT, C/O D.F. King & CO., INC. (“D.F. King”), 48 Wall STREET, NEW YORK, NY 10005, WHICH IS ASSISTING IN THIS SOLICITATION OR TO TICC CAPITAL CORP., C/O COMPUTERSHARE, 250 ROYALL STREET, CANTON, MA 02021, TELEPHONE: 1-800-652-8683, WEBSITE: WWW.ENVISIONREPORTS.COM/TICC (WITH A COPY TO D.F. KING), OR (II) BY VOTING IN PERSON AT THE SPECIAL MEETING.

1 As discussed in this Proxy Statement, if NexPoint is appointed as the Company’s investment adviser, it intends to make an investment of at least $20 million in the Company’s common stock in open market transactions in the first 12 months following appointment. At the closing market price on September 18, 2015 of $6.95 per Share, NexPoint’s $20 million of Shares would represent approximately 2.88 million Shares, or approximately 4.8% of all outstanding Shares.

IMPORTANT

YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY OR HOW FEW SHARES YOU OWN.

If you have already sent a proxy card furnished by the Company’s management to the Company, we urge you to change your vote by signing, dating and returning the enclosed BLUE proxy card or, if your Shares are held by a brokerage firm or bank, by following the instructions in the enclosed BLUE voting form provided by your broker or bank. Only your latest dated proxy card counts!

If your Shares are registered in your own name, you may vote your Shares, by signing, dating and mailing the enclosed BLUE proxy card to NexPoint, c/o D.F. King, in the enclosed postage−paid envelope today.

If any of your Shares are held in the name of a brokerage firm, bank, bank nominee or other institution on the Record Date, you are considered the beneficial owner of the Shares, and these proxy materials, together with a BLUE voting form, are being forwarded to you by your broker or bank. As a beneficial owner, you must instruct your broker, trustee or other representative how to vote. Your broker cannot vote your Shares on your behalf without your instructions. Accordingly, please provide your broker or bank with voting instructions to vote on your behalf the BLUE proxy card. In addition, if you hold your Shares in a brokerage or bank account, your broker or bank may allow you to provide your voting instructions by telephone or Internet. Please follow the instructions on the enclosed BLUE voting form. NexPoint urges you to confirm your instructions in writing to the person responsible for your account and to provide a copy of such instructions to NexPoint, c/o D.F. King, who is assisting in this solicitation, at the address and telephone numbers set forth below, and on the back cover of this Proxy Statement, so that we may be aware of all instructions and can attempt to ensure that such instructions are followed.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to Be Held on October 27, 2015.

This Proxy Statement may be viewed online at www.timetochangeticc.com, together with any additional soliciting materials relating to the Special Meeting issued by NexPoint. Such materials, including this proxy statement, will be available to stockholders at www.timetochangeticc.com through the conclusion of the Special Meeting.

If you have any questions or need assistance voting your Shares, please call:

D.F. King & Co., Inc.

48 Wall Street

New York, NY 10005

Stockholders Call Toll−Free at: 866-416-0556

Banks and Brokers Call Collect at: 212-269-5550

Email: TICC@dfking.com

You may also contact NexPoint via email at TICCProxy@NexPointAdvisors.com.

REASONS FOR SOLICITATION: Q&A

Why is NexPoint sending me this proxy statement?

The Company has announced that TICC Management, the Company’s current investment adviser, has agreed to be acquired by Benefit Street Partners, LLC (“BSP”). Following this acquisition, TICC Management could not continue as the Company’s investment adviser unless both the Board and the Company’s stockholders approved a new investment advisory contract between the Company and TICC Management (the “New TICC Management Advisory Agreement”). NexPoint believes that the Board has failed to act in your best interests by continuing to support the BSP acquisition and recommending approval of the New TICC Management Advisory Agreement while ignoring NexPoint’s repeated requests to meet with the Board, and, despite NexPoint’s cooperation in providing fulsome responses to the Board’s two request letters for background and other information about NexPoint, refusing to engage NexPoint in any meaningful dialogue regarding the terms of NexPoint’s management proposals, which offer stockholders material benefits that are notably absent from the transaction with BSP. Shockingly, in addition to the Board’s apparent dereliction of duty in refusing to negotiate with NexPoint, the Secretary of the Company apparently attempted to disenfranchise you and your fellow stockholders by refusing to accept NexPoint’s validly delivered nomination of competing directors that was delivered in writing to the Secretary at the Company’s principal executive office in Greenwich, Connecticut, as specified by Article II, Section 11 of the Company’s Second Amended and Restated Bylaws. Accordingly, NexPoint believes the Company’s stockholders should vote in favor of NexPoint’s nominees to position the Company to implement NexPoint’s superior management proposal and to hold both the Board and Company management accountable for this conduct. NexPoint’s director nominees, if elected, will have a controlling vote with respect to future Board action and NexPoint believes, based on NexPoint’s experience with its director nominees as directors of funds managed by NexPoint and its affiliates (or in the case of Mr. Swenson, his significant experience in the financial services industry), that its nominees are committed to maximizing stockholder value and, subject to their duties as directors and the continuing superiority of NexPoint’s proposal, will determine that implementing NexPoint’s management proposal is in the best interests of the Company and its stockholders. As a result, to protect your interest and maximize the value of your investment in the Company, NexPoint urges you to:

In order for the Company to appoint NexPoint as its investment advisor, ultimately both the Board and the Company’s stockholders would be required to approve an investment advisory agreement between the Company and NexPoint in accordance with the requirements of the Investment Company Act of 1940, as amended (the “1940 Act”). After conducting appropriate due diligence, the Board could appoint NexPoint as an investment adviser on a temporary basis (for up to 150 days) pending stockholder approval and terminate the investment advisory agreement with TICC Management. To obtain stockholder approval of the appointment of NexPoint as an investment adviser for the Company, the Board would first be required to approve an investment advisory agreement with NexPoint and then to recommend it for approval by stockholders. The Board would then call a special meeting of stockholders to vote on the investment advisory agreement. If stockholders approved the investment advisory agreement with NexPoint at that meeting, NexPoint would then be appointed as the Company's investment adviser on a non-temporary basis. Stockholders are not being asked at the Special Meeting to approve an investment advisory agreement with NexPoint.

This is very troubling. Can you tell me more about the Board’s conduct?

On August 11, 2015, NexPoint submitted a proposal to the Board to become the Company’s investment adviser in place of TICC Management. NexPoint’s proposal offered the Company and its stockholders significant economic savings compared to the proposed arrangement with TICC Management. Further, NexPoint offered to maintain the Company’s investment strategy, which was the strategy selected by stockholders when they invested in the Company, if desired by the Board, whereas the proposed arrangement with TICC Management contemplated a significant shift in the Company’s strategy. Even though NexPoint expressly stated its interest in discussing the terms of its proposal with the Board, the Board failed to have any discussions with NexPoint on the terms NexPoint was willing to offer. Nonetheless, even though the Board had not even asked, NexPoint unilaterally enhanced its proposal on September 1, 2015, but the Board still refused to engage NexPoint despite NexPoint’s express willingness to consider even further concessions for your benefit. Without even meeting with NexPoint in person or by telephone, or engaging in any dialogue with NexPoint regarding the terms of its proposal, the Board rejected NexPoint’s proposal on September 3, 2015. While the Board used NexPoint’s proposal to extract certain concessions from TICC Management, its failure to enter into any negotiations with NexPoint whatsoever indicates to NexPoint that the Board’s interests are inappropriately aligned with the current adviser and that the Board therefore approved the arrangement with TICC Management (which, according to at least one industry analyst, could generate estimated payments of $60 million to the Company’s current adviser, TICC Management) without fully considering the interests of

the Company or its stockholders. Further, before even receiving the approval of stockholders for the New TICC Management Advisory Agreement, the Board has proposed that stockholders should elect as directors two nominees affiliated with BSP as well as four other nominees in order to help facilitate the transaction between TICC Management and BSP. Since the election of the Company’s director nominees is a condition of the proposed BSP transaction, if the Company’s director nominees are not elected to the Board, the BSP transaction will not close and the New TICC Management Advisory Agreement will not be put into place, even if approved by stockholders.

What is NexPoint’s management proposal and why is it superior?

Under NexPoint’s proposal, NexPoint would serve as the Company’s investment adviser on the same terms as the New TICC Management Advisory Agreement except that NexPoint’s proposal includes the following significant enhancements for the benefit of stockholders:

Our proposal is superior to the New TICC Management Advisory Agreement because not only will it allow the Company to maintain the investment strategy chosen by stockholders, but it also represents $45-50 million of savings in management fees over the next 10 years compared to the New TICC Management Advisory Agreement; savings that directly benefit you as a stockholder. NexPoint’s director nominees, if elected, will have a controlling vote with respect to future Board action and NexPoint believes that, subject to their duties as directors and the continuing superiority of NexPoint’s proposal, they will determine that implementing NexPoint’s management proposal is in the best interests of the Company and its Stockholders. For a discussion of the steps that would be required to implement NexPoint’s management proposal, please see “If elected, how will your nominees implement your management proposal?” on page 6 of this Proxy Statement.

Can you tell me more about NexPoint and its qualifications?

NexPoint, together with its affiliates, currently manages approximately $20 billion in net assets and believes that its core competencies are squarely within the Company's investment strategy. NexPoint is indirectly wholly owned by a trust that is beneficially owned and controlled by James Dondero. Highland Capital Management, L.P. ("Highland") is ultimately controlled by James Dondero and is therefore an affiliate of, and under common control with, NexPoint, which shares personnel and other resources with Highland. Highland (together with its affiliates) is one of the world's most experienced alternative credit managers, tested by numerous credit cycles, specializing in credit strategies, such as a broad range of leveraged loans, high yield bonds, direct lending, public and private equities and collateralized loan obligations (“CLOs”). Highland also offers alternative investment-oriented

strategies, including asset allocation, long/short equities, real estate and natural resources. If NexPoint is retained by the Company as its investment adviser, the Company will have access to all of Highland's capabilities and expertise.

Over the past two decades, Highland has been a pioneer in developing the loan and CLO markets. In 1996, Highland launched its first CLO, the first non-bank issued asset backed security structure with syndicated bank loans as the underlying asset. Highland is now one of the largest U.S. CLO managers by assets under management and has structured and managed over $32 billion of CLO and other securitizations since 1996. Notably, approximately 60% of Highland’s $20 billion of assets under management are in CLO strategies.

Highland and its affiliates employ a rigorous top-down and bottom-up investment process and have a large, experienced investment team including 50 investment professionals and approximately 185 employees in Dallas, New York, Seoul, Singapore and Sao Paulo. Highland maintains a 15 person credit research team that covers 20-30 credits per analyst. This low ratio of credits per analysts allows for more rigorous credit review, detailed modeling, credit agreement review and active dialogue with both management teams and rating agencies. In addition, Highland has a substantial network of contacts within the broader market and extensive experience across the debt and equity markets, both public and private.

Highland launched its first alternative investment 1940 Act platform in 2000 and in 2004 entered the mutual fund business. Today, Highland manages an extensive suite of over 18 registered 1940 Act funds comprising approximately $6 billion of aggregate assets under management.

Are there any alternative proposals on which I can vote?

As explained in the following Q&A, the only proposals on which you can vote are those set forth in this Proxy Statement and in the Company’s proxy statement.

But I thought there was also an acquisition proposal from TPG Specialty Lending, Inc. (“TSLX”) for consideration at this meeting?

No, TSLX submitted only a preliminary, non-binding all-stock offer. In their September 10, 2015 letter to the Board setting forth TSLX’s proposal, TSLX explicitly states that the letter “does not constitute or create any commitment, undertaking or other binding obligation” and is “based solely on publicly available information.” In plain English...


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