NEW YORK--(BUSINESS WIRE)--TPG Specialty Lending, Inc. (NYSE: TSLX), a specialty finance company focused on lending to middle-market companies, today announced that all three leading independent proxy advisory firms for stockholders, including Institutional Shareholder Services Inc, Glass, Lewis & Co., LLC, and, most recently, Egan-Jones Ratings Company, have issued reports recommending that TICC Capital Corp. (NASDAQ: TICC) stockholders vote FOR TSLX’s proposal to terminate TICC’s external adviser’s advisory contract and FOR the election of TSLX’s nominee T. Kelley Millet to the TICC Board at the upcoming annual meeting of stockholders, scheduled for September 2, 2016.
Joshua Easterly, Chairman and Co-Chief Executive Officer of TSLX, commented: “We are pleased that Egan-Jones, a leading independent proxy advisor, joins ISS and Glass Lewis in publicly supporting our call for change at TICC. We think it is critical for investors to listen to independent experts. We are not aware of any independent analyst or proxy advisor that has come out in support of TICC. Stockholders should think critically about these independent reports and vote theGOLD card today. We continue to be very disappointed with the TICC Board, now arguing that we have no plan or there is risk to stockholders if the management contract is terminated. Any risk that exists can be mitigated by the existing board as pointed out by ISS. This is basically the TICC Board publicly stating that they are unable or unwilling to fulfill their duties to stockholders.”
TSLX strongly encourages stockholders to sign and return the GOLD proxy card today. TSLX urges stockholders to ignore TICC’s self-serving actions and discard any WHITE proxy cards. Even if a WHITE card has been submitted, stockholders can still change their vote, simply by 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.
In support of TSLX’s proposal to terminate TICC’s existing advisory contract, the ISS, Glass Lewis and Egan-Jones reports state:
- “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]dviserat 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 NAV through a cumbersome strategic shift and a mathematically unsupportable distribution program.” – Glass Lewis proxy advisory report, Aug. 19, 2016
- “. . . [W]e believe that voting FOR the [TSLX] nominee and voting FOR the termination of the investment advisory agreement is in the best interest of the Company and its shareholders. In arriving at that conclusion, we have considered the following factors: 1. Our belief that the [e]xisting [a]dviser’s investment strategy did not work on the benefit of the Company and its stockholders . 2. We believe that [TSLX] would work on offering an opportunity to the Company to be under a reputable external adviser with a reasonable amount of investment adviser fees to protect and maximize stockholder value.” – Egan-Jones proxy advisory report, Aug. 23, 2016
In support of the election of T. Kelley Millet to the TICC Board of Directors, the ISS, Glass Lewis and Egan-Jones reports state:
- “The overriding fact facing shareholders is that the board failed to take action while overseeing five years of TICC underperformance, which by itself signals that change is needed at the board level. Moreover, the long tenure of this board, with each of its five members having served for 13 years as directors, suggests that the company should welcome fresh perspectives to the board. As such, there seems to be a compelling case that change is warranted at this time.” – ISS proxy advisory report, Aug. 17, 2016
- “[W]e consider the appointment of Mr. Millet affords important benefits above and beyond his financial expertise, most notably with respect to his ability to immediately inject a fresh, outside perspective and a willingness to thoughtfully evaluate TICC's present circumstances . . . [W]e consider the election of Mr. Millet represents a more favorable outcome for unaffiliated investors by a wide margin.” - Glass Lewis proxy 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 Lewis proxy advisory report, Aug. 19, 2016
- “We believe that T. Kelley Millet would 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
In line with these recommendations, TSLX urges stockholders to sign and return the GOLD proxy card FOR the termination of TICC’s investment advisory agreement and FOR the election of TSLX’s highly-qualified and independent nominee, T. Kelley Millet, to TICC’s Board of Directors.
TSLX’s proxy materials are also available through the SEC’s website and at www.changeTICCnow.com.
About TPG Specialty Lending
TPG Specialty Lending, Inc. (“TSLX” or the “Company”) is a specialty finance company focused on lending to middle-market companies. The Company seeks to generate current income primarily in U.S.-domiciled middle-market companies through direct originations of senior secured loans and, to a lesser extent, originations of mezzanine loans and investments in corporate bonds and equity securities. The Company has elected to be regulated as a business development company, or BDC, under the Investment Company Act of 1940 and the rules and regulations promulgated thereunder. TSLX is externally managed by TSL Advisers, LLC, a Securities and Exchange Commission registered investment adviser. TSLX leverages the deep investment, sector, and operating resources of TPG Special Situations Partners, the dedicated special situations and credit platform of TPG, with over $16 billion of assets under management as of March 31, 2016, and the broader TPG platform, a global private investment firm with over $74 billion of assets under management as of March 31, 2016. For more information, visit the Company’s website at www.tpgspecialtylending.com.