TICC Recommends Stockholders Support BSP Agreement

TICC Capital Corp.

(the "Company," "TICC," "we," or "our") today sent stockholders a letter urging them to support the previously announced agreement under which an affiliate of Benefit Street Partners, LLC ("BSP") would become the Company's new investment adviser. The agreement has been recommended by TICC's independent Special Committee as being in the best interests of TICC stockholders. The letter below highlights the reasons for the Special Committee's recommendation and corrects a number of inaccurate statements from TSLX and NexPoint. The letter and additional information regarding the October 27, 2015 Special Meeting can be found at www.TICCBSPAgreement.com The full text of the letter is as follows: October 2, 2015 PROTECT YOUR INVESTMENT AND QUARTERLY DISTRIBUTION!! Dear Stockholder: Over the last few weeks, two other firms, TPG Specialty Lending, Inc. (TSLX) and NexPoint Advisors, L.P. (NexPoint) have been engaged in a self-serving campaign to take over part or all of TICC's business. TSLX is looking to acquire all of our business -- TICC Capital Corp. (TICC) -- and to remove the investment adviser, a separate company called TICC Management, LLC. We think the TSLX offer is woefully inadequate. NexPoint wants just to replace the investment adviser -- TICC Management, LLC -- and to take over the advisory role itself. The problem with that is our Special Committee believes Benefit Street Partners L.L.C. (BSP) is the far superior investment adviser and has recommended that you vote in favor of BSP. DON'T BE CONFUSED BY TSLX'S AND NEXPOINT'S MISLEADING STATEMENTS ---------------------------------------------------------------------------- They Claim... True/False The Facts... ---------------------------------------------------------------------------- TICC's Board of Directors carefully considered both TSLX's and NexPoint's proposals. In fact, TICC formed an TICC didn't run a independent Special Committee, comprised of fair process FALSE three independent directors with no financial interest in the advisor, TICC Management, LLC. The Special Committee was created to review these proposals. ---------------------------------------------------------------------------- TICC's Special Committee discussed the TSLX proposal with TSLX on several occasions TICC didn't engage before making a determination to reject with TSLX or FALSE their proposal. The Special Committee also NexPoint reviewed NexPoint's proposal in detail and rejected it as not in the best interests of all stockholders. ---------------------------------------------------------------------------- TSLX's offer is SIGNIFICANTLY BELOW TICC's current Net Asset Value -- they want to pay TSLX will provide you $7.50 per share in TSLX stock for TICC's stockholders with FALSE stock, which had a NAV per share of $8.60 significant value (as of June 30, 2015)! TSLX will also likely pay a lower quarterly distribution than what you currently receive. ---------------------------------------------------------------------------- TICC is biased and TICC Capital Corp. and TICC Management, LLC only favors BSP's are two different companies. The TICC agreement because it Capital Corp. Special Committee is made up generates millions FALSE of three independent directors who have no of dollars in financial interest in TICC Management, LLC payments to the and will receive no payments as a result of Board the BSP agreement. ---------------------------------------------------------------------------- TICC Capital Corp. does not own TICC Management, LLC and as such, TICC stockholders have no interest (financial or As a TICC otherwise) in the external investment stockholder, you may advisor. On the contrary, TICC stockholders be harmed by the will benefit from the BSP agreement on sale of TICC FALSE account of lower management fees, a more Management to BSP diversified portfolio, and maintenance of because you will not the historic distribution policy. In receive any proceeds addition, various members and affiliates of from the sale BSP and TICC Management, LLC have committed to purchase a minimum of $20 million of TICC's common stock. ---------------------------------------------------------------------------- IT'S CRITICAL THAT YOU SIGN & RETURN THE ENCLOSED WHITE PROXY CARD TODAY! TICC Capital Corp.'s Special Meeting of Stockholders, scheduled for October 27, is fast approaching and NOW IS THE TIME TO VOTE AND PROTECT YOUR INVESTMENT AND QUARTERLY DISTRIBUTION! In August, TICC Capital announced that the owners of TICC Capital's investment adviser (TICC Management, LLC) had entered into an agreement with BSP under which BSP would become TICC Capital's new investment adviser. TICC's quarterly distribution policy will remain the same and its expenses are expected to be lower once BSP becomes TICC's investment adviser. An independent Special Committee (NOT including the owners of TICC Management, LLC) has recommended the BSP agreement as in the best interests of stockholders. We are asking you -- as a TICC stockholder -- to approve this compelling investment advisory agreement and to elect six new directors to TICC's Board of Directors. THE BSP AGREEMENT PROVIDES SUBSTANTIAL IMMEDIATE AND LONG TERM BENEFITS TO TICC STOCKHOLDERS Lower management fees and TICC's quarterly distribution policy will remain the same, The resources of a larger platform, an increase in deal flow and the opportunity to act as lead investor in more transactions, Access to BSP's relationships and investment professionals, A more diversified portfolio over time, with a reduced concentration in CLO investments, The opportunity to realize the full net asset value of the Company's portfolio, and The potential for an increased trading price of the Company's common stock. WHEN YOU VOTE THE WHITE CARD TODAY, CONSIDER THE FOLLOWING FACTS: TSLX wants to buy all of TICC for substantially less than it is worth - We don't think that's a good idea -- and even NexPoint agrees with us! Under TSLX your quarterly distribution will likely decrease substantially - On a post-transaction basis, you will likely receive a lower quarterly distribution from TSLX as compared to TICC. BSP will be a much stronger partner for TICC than NexPoint - in our view BSP's investment capabilities, experience, track record and loan origination capabilities are superior to those of NexPoint. The bottom line: TICC's Independent Special Committee reviewed NexPoint's proposal and decided it was NOT as good as the BSP agreement -- and NOT in the best interests of TICC stockholders. EVERY VOTE COUNTS! PLEASE TAKE JUST A FEW MINUTES TO LISTEN TO TICC'S PROXY SOLICITOR WHEN THEY CALL YOU TO GET THE FACTS! Thank you for your support. Sincerely, Steve Novak Chair, Special Committee, TICC Capital Corp. 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 Important Your Vote Is Important. No matter how many shares of TICC's common stock you own, please vote your WHITE proxy today, to ensure that your instructions are received in a timely manner. We urge you to vote by telephone or Internet by following the instructions on the enclosed WHITE proxy card or by signing, dating and mailing your card in the enclosed envelope. If any of your shares of common stock are held in the name of a brokerage firm, bank, bank nominee or other institution, they can only vote your shares upon receipt of your specific instructions. If you have any questions or require any additional information concerning the TICC Capital Corp. Special Meeting, please contact our proxy solicitor, Okapi Partners at the address set forth below. Okapi Partners LLC 437 Madison Avenue, 28th Floor New York, New York 10022 Banks and Brokerage Firms, Please Call: (212) 297-0720 Stockholders and All Others Call Toll-Free: (877) 566-1922