Slide 1: Schedule 14A cover page: Filed by the Registrant
Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement x Definitive Additional Materials ¨ Soliciting Material Pursu
Slide 2: Aggregate number of securities to which transaction applies
Aggregate number of securities to which transaction applies:
Slide 3: Per unit price or other underlying value of transaction
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
Slide 4: Proposed maximum aggregate value of transaction
Proposed maximum aggregate value of transaction:
Slide 5: The Simple Facts on TICC and the BSP Agreement
gyi CC THE SIMPLE FACTS ON TICC AND THE BSP AGREEMENT How to Protect Your Investment and Distribution October 5, 2015
Slide 6: Fee paid previously with preliminary materials
¨ Fee paid previously with preliminary materials. ¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule
Slide 7: Form, schedule or registration statement No.
Form, schedule or registration statement No.:
Slide 8: The Simple Facts on TICC and the BSP Agreement
gyi CC THE SIMPLE FACTS ON TICC AND THE BSP AGREEMENT How to Protect Your Investment and Distribution October 5, 2015
Slide 9: TICC Issues Presentation to Inform Stockholders How Best to Protect Their Investment
TICC ISSUES Presentation TO Inform STOCKHOLDERS How Best to Protect Their Investment and Distribution GREENWICH, CT – October 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
Slide 10: The Simple Facts on TICC and the BSP Agreement
THE SIMPLE FACTS ON TICC AND THE BSP AGREEMENT How to Protect Your Investment and Distribution October 5, 2015
Slide 11: Additional Information and Where to Find It
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, includ
Slide 12: Special Committee determined the BSP investment advisory agreement is best for stockholders
The Special Committee of TICC’s Board – who are independent, have no financial interest in TICC’s current investment advisor (TICC Management, LLC), and will receive no payments as a result of the sale of TICC Management to BSP – conducted a thorough review and determined the BSP investment advisory
Slide 13: BSP would act as investment advisor to TICC Capital
Benefit Street Partners L.L.C. (“BSP”) would act as investment advisor to TICC Capital •Affiliate of Providence Equity Partners, a leading private equity firm with AUM of $40Bn „ TICC Capital would still be 100% owned by same TICC shareholders •No reduction to distribution (1) •No NAV dilution •Lowe
Slide 14: BSP would act as investment advisor to TICC Capital
Benefit Street Partners L.L.C. (“BSP”) would act as investment advisor to TICC Capital •Affiliate of Providence Equity Partners, a leading private equity firm with AUM of $40Bn „ TICC Capital would still be 100% owned by same TICC shareholders •No reduction to distribution (1) •No NAV dilution •Lowe
Slide 15: Special Committee review of BSP, NexPoint and TPG BDC proposals
§ The original BSP investment advisory agreement was reviewed and approved by the TICC Capital Board of Directors § 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 TIC
Slide 16: You would experience a significant decrease in per share distributions
YOU WOULD EXPERIENCE A SIGNIFICANT DECREASE IN PER SHARE DISTRIBUTIONS o We expect your annual per share distribution would decrease by 42% from $1.16 to $0.67 (1) o Contrary to what TPG BDC is claiming, we believe that our current distribution rate is sustainable – By law we must pay out 90% of our
Slide 17: Vote the WHITE card today
§ THROW AWAY ANY GOLD OR BLUE CARDS YOU RECEIVE FROM TSLX OR NEXPOINT § WE URGE YOU TO VOTE THE WHITE CARD TODAY! OR GO TO WWW.TICCBSPAGREEMENT.COM FOR ONLINE VOTING INSTRUCTIONS § YOUR VOTE IS IMPORTANT o No matter how many shares of TICC's common stock you own, please vote your WHITE proxy today,