SOURCE: TICC Capital Corp.

October 05, 2015 08:00 ET

TICC Issues Presentation to Inform Stockholders How Best to Protect Their Investment and Distribution

GREENWICH, CT--(Marketwired - Oct 5, 2015) - TICC Capital Corp. (NASDAQ: TICC) (the "Company," "TICC," "we," or "our") today issued a slide presentation entitled "The Simple Facts on TICC and the BSP Agreement: How to Protect Your Investment and Distribution," to provide the Company's large retail investor base with the information needed to help them understand the benefits of the Benefit Street Partners ("BSP") investment advisory agreement, the process undertaken by TICC to protect the interests of all stockholders, and the deficiencies of the alternative proposals that have been put before them by TPG Specialty Lending, Inc. ("TSLX" or "TPG BDC") and NexPoint Advisors, L.P. ("NexPoint").

The Special Committee of the TICC Board of Directors, which is comprised of three independent directors, continues to support the BSP agreement as the best outcome for TICC stockholders. Once BSP becomes TICC's investment adviser, stockholders will benefit from, among other items:

  • No reduction to TICC's current distribution1
  • No dilution to TICC's net asset value (NAV)
  • Substantially lower management fees and larger investment staff
  • Superior loan origination capability and a more diversified portfolio over time

As set out in more detail in the slide presentation, the Special Committee believes that the alternative proposals from TPG BDC and NexPoint are not in the best interests of TICC stockholders because, among other items:

  • The TPG BDC proposal would result in an immediate and permanent dilution to TICC's stockholders on a NAV basis
  • The TPG BDC proposal would create ~$30 million2 of annual revenue /profit for TPG -- the global private equity firm which has a significant stake in TPG BDC's investment adviser, and its affiliates -- at the expense of TICC's stockholders
  • TICC stockholder distributions would decrease immediately1 under the TPG BDC proposal
  • The Special Committee believes that NexPoint does not have the same investment expertise as BSP

The presentation can be found at www.ticcbspagreement.com.

Morgan Stanley & Co. LLC and Wachtell, Lipton, Rosen & Katz are advising the Special Committee.

About TICC Capital Corp.
 TICC Capital Corp. is a publicly-traded business development company principally engaged in providing capital to established businesses, investing in syndicated bank loans and purchasing debt and equity tranches of collateralized loan obligations.

Additional Information and Where to Find It
 
In connection with the approval of the proposed new investment advisory agreement, the Company 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. 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 THAT THE COMPANY FILES WITH THE SEC, BECAUSE THESE MATERIALS CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE APPROVAL OF THE PROPOSED NEW INVESTMENT ADVISORY AGREEMENT. The definitive proxy statement and other relevant materials in connection with the approval of the proposed new investment advisory agreement, and any other documents filed by the Company with the SEC, may be obtained free of charge at the SEC's website (http://www.sec.gov), at the Company's website (http://www.ticc.com), 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. 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.

(1) 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) Calculated using TPG BDC fee structure and run-rate 2Q'15 financials for both TICC and TPG BDC; fees could be higher or lower depending on actual performance

Contact Information

  • TICC Contacts

    Media:
    Brandy Bergman/Meghan Gavigan
    Sard Verbinnen & Co
    212-687-8080

    Stockholders:
    Bruce Goldfarb/Tony Vecchio
    Okapi Partners LLC
    877-566-1922