Slide 1: Clear Choice: TICC's Agreement with BSP is Far Superior to TPG BDC's Self-Serving Proposal
October 7, 2015 Clear Choice: TICC’s Agreement with BSP is Far Superior to TPG BDC’s Self-Serving Proposal
Slide 2: Additional Information and Where to Find It
2 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, incl
Slide 3: Clear Choice: TICC's Agreement with BSP is Far Superior to TPG BDC's Self-Serving Proposal
3 Clear Choice: TICC¡¦s Agreement with BSP is Far Superior to TPG BDC¡¦s Self-Serving Proposal The Review Undertaken to Protect Your Interests TPG BDC¡¦s Proposal Would Enrich TPG, not TICC Shareholders BSP Agreement is Best Outcome for TICC Shareholders „X Current TPG BDC shareholders would experie
Slide 4: BSP Agreement is Best Outcome for TICC Shareholders
4 BSP Agreement is Best Outcome for TICC Shareholders BSP is a World Class Manager TICC Fees Will Decrease Under the BSP Agreement BSP Committed to Supporting TICC Stock Price Through Tender Offer or Purchase Program Notes 1 Returns referenced are for BSP¡¦s three private debt flagship funds and do
Slide 5: The Review Undertaken to Protect Your Interests
5 „X The original BSP investment advisory agreement was reviewed and approved by the TICC Capital Board of Directors „X 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 i
Slide 6: TPG BDC's Proposal Would Enrich TPG, not TICC Shareholders
6 TPG BDC¡¦s Proposal Would Enrich TPG, not TICC Shareholders „X TPG BDC¡¦s discounted NAV offer for TICC isn¡¦t motivated by wealth creation for TICC shareholders; rather their proposal is designed to create fees for their own investment advisor, TPG ¡V at the expense of TICC shareholders who would
Slide 7: Current TPG BDC Shareholders Also Benefit at Your Expense
7 Current TPG BDC Shareholders Also Benefit at Your Expense Notes 1 As of 6/30/2015, per Company filings 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 3 Source: SNL Financial; estim
Slide 8: TPG BDC's Offer and Value of its Consideration is Highly Uncertain
8 TPG BDC¡¦s Offer and Value of its Consideration is Highly Uncertain (x) Price / NAV Since TPG BDC IPO (3) (%) Source: SNL Financial Notes 1 Distribution rate defined as dividend relative to net asset value 2 Represents BDCs that went public before 1/1/2007; includes ACAS, AINV, ARCC, BKCC, CSWC, E
Slide 9: TPG BDC's Offer = Immediate & Permanent Dilution
9 TPG BDC¡¦s Offer = IMMEDIATE & PERMANENT Dilution „X TPG BDC¡¦s $7.50 offer is a 13% discount to TICC¡¦s most recently determined NAV (1) resulting in IMMEDIATE AND PERMANENT ~15% dilution to your NAV (2) „X As a BDC, TICC marks its entire portfolio to fair market value every quarter. Why would we
Slide 10: Vote the WHITE Card Today
10 „X THROW AWAY ANY GOLD OR BLUE CARDS YOU RECEIVE FROM TPG BDC OR NEXPOINT „X WE URGE YOU TO VOTE THE WHITE CARD TODAY! OR GO TO WWW.TICCBSPAGREEMENT.COM FOR ONLINE VOTING INSTRUCTIONS „X YOUR VOTE IS IMPORTANT o No matter how many shares of TICC's common stock you own, please vote your WHITE prox