TPG Specialty Lending, Inc. Increases Proposal to Acquire TICC Capital Corp.

TPG Specialty Lending, Inc. ("TSLX"; NYSE:TSLX), a specialty finance companyfocused on lending to middle-market companies, today announced that it hasincreased its offer, as a percentage of net asset value, to acquire TICCCapital Corp. ("TICC"; Nasdaq: TICC) in a stock-for-stock transaction. TSLXbelieves that its updated proposal is superior in that it would deliver toALL TICC stockholders an immediate, upfront premium and the opportunity toparticipate in an industry-leading platform with a sustainable dividend. Under the terms of the updated proposal announced today, TICC stockholderswould receive a number of shares of TSLX common stock that results in TICCstockholders receiving 90% of TICC net asset value per share as of thesigning date of a definitive agreement. Based on TICC's reported net assetvalue as of June 30, 2015, the updated proposal is equal to stockholdersreceiving $7.74 per share. TICC's stock price has not closed above 90% of its most recently reportednet asset value since December 10, 2014 and, based on its closing stockprice on Friday, October 30, 2015, is currently trading at a 25.7% discountto TICC's most recently reported net asset value. The updated proposal addscertainty for stockholders, indexing the value of TSLX's proposal with themost recently reported net asset value. For example, should TICC's recentinvestment performance increase net asset value, the TSLX proposal wouldautomatically increase to compensate stockholders for this value. Josh Easterly, Chairman and Co-Chief Executive Officer of TSLX, commented:"In recent weeks, TICC has readily admitted that the status quo is not aviable path for the company and is not in the best interest of itsstockholders, who are overwhelmingly against TICC's proposed transactionwith Benefit Street Partners L.L.C. ("BSP"). The broader market hasrecognized this as well. All of the major proxy advisory firms, five out ofsix of TICC's own independent equity analysts, as well as many significantstockholders have called on TICC to pursue a sale of TICC to deliver realvalue to long-suffering TICC stockholders. "Today we have increased the value of our proposal to demonstrate that weare fully committed to completing this transaction. Our announcement todayaddresses many of TICC's previous concerns and, most importantly, givesstockholders a clear view on how our proposal delivers immediate and upfrontvalue for their investment. It is now time for TICC's board of directors toact in the best interest of its stockholders and make the right choice byengaging in substantive discussions with us. "We also note that TICC is one of only approximately four BDCs that have yetto announce the date on which they will release their latest financialresults. Stockholders should wonder why TICC is holding back on informingstockholders about when it will update them regarding the state of theirinvestment. "We stand by our superior proposal and remain confident that our increasedproposal is the most compelling option for TICC stockholders. We are readyand willing to engage with TICC to make this transaction a reality." In addition to the increased value and immediate upfront premium, keybenefits of the updated TSLX proposal include: -- Only the TSLX proposal provides TICC stockholders with an immediate, upfront premium for ALL of their shares; -- The TSLX proposal is superior to the proposal made by BSP, whose share repurchase program would result in the acquisition of only $50-$100 million of shares at 90% of net asset value, representing only13.0-26.1% of TICC's outstanding shares based on its October 30, 2015 closing stock price of $6.39; -- TICC stockholders would have the opportunity to participate in an industry-leading platform that has delivered three-year totalstockholder returns of 51.6%, a period in which the BDC sector generated 7.4% and TICC generated NEGATIVE 13.9%;2 -- TSLX pays sustainable dividends funded by the income it generates rather than its investors' own capital and expects to grow its dividend over time as it executes its proven investment strategy; -- TSLX has a stockholder-friendly approach to share buybacks and is committed to repurchasing its stock if the share price falls below net asset value; -- TSLX has had lower relative fees than TICC since 2012, even whencompared to the most recent BSP fee structure, after taking into account total economic profit; and -- TICC stockholders would benefit from the opportunity for increased liquidity by owning shares in a combined company expected to have a pro forma market capitalization in excess of $1.3 billion, as compared to TICC's current market capitalization of approximately $380 million. The updated proposed stockholder consideration reflects an increase ascompared to the 87% of TICC net asset value per share offered in theoriginal TSLX proposal delivered to the Special Committee of TICC's board ofdirectors on September 10, 2015. The proposal remains subject to thenegotiation of a definitive merger agreement with the board of directors ofTICC. TSLX urges stockholders to vote against management's proposals on the GOLDcard today. Voting against the sale of TICC's adviser to an affiliate of BSPwill stop a transaction that rewards an underperforming manager and sends amessage to the TICC board of directors that it should engage with TSLX onour superior proposal. Goldman, Sachs & Co. is acting as financial advisor and Cleary GottliebSteen & Hamilton LLP is acting as legal advisor to TSLX.