SOURCE: TICC Capital Corp.

October 07, 2015 08:30 ET

TICC Issues Presentation Outlining Key Issues With TPG BDC's Self-Serving Proposal

GREENWICH, CT--(Marketwired - Oct 7, 2015) -  TICC Capital Corp. (NASDAQ: TICC) (the "Company," "TICC," "we," or "our") today issued a presentation entitled "Clear Choice: TICC's Agreement with BSP is Far Superior to TPG BDC's Self-Serving Proposal," to provide the Company's institutional stockholders with additional detail around the risks the proposal from TPG Specialty Lending, Inc. ("TSLX" or "TPG BDC") poses to their TICC investment.

Key issues highlighted include:

  • TPG BDC's proposal would enrich TPG and benefit TPG and TPG BDC's shareholders - not TICC stockholders
    • TPG BDC's proposal would create ~$30 million1 of revenue / profit per annum for TPG
    • Current TPG BDC shareholders would experience ~7% net asset value ("NAV") accretion by acquiring TICC at a discount to NAV

  • TPG BDC's offer and value of its consideration is highly uncertain
    • Market price premium offer is illusory given non-cash consideration in the form of TPG BDC shares
    • TPG BDC stock is expensive relative to current dividend levels -- trading at a valuation multiple of 36% above the industry median but generating a de minimis dividend-to-NAV of 3% above the industry

  • TPG BDC's discounted offer would cause real harm to TICC stockholders
    • TPG BDC's $7.50 offer is a 13% discount to TICC's NAV of $8.602 per share -- they want to pay TICC stockholders $0.87 for $1.00; the offer will result in IMMEDIATE & PERMANENT dilution of ~15% to stockholder's NAV
    • TICC stockholders will experience a significant reduction in annual per share distributions -- from $1.16 stockholders currently receive to $0.673, a 42% decrease

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 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

2 Represents the pro forma TPG BDC metrics using an exchange ratio of 0.43x (TPG BDC stock price close on 9/15/2015); assumes transaction expenses of 2.5% of assets; 6/30/15 TICC NAV

3 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

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