PR Newswire
DALLAS, Dec. 18, 2015
DALLAS, Dec. 18, 2015 /PRNewswire/ -- NexPoint Advisors, L.P. ("NexPoint") yesterday sent the below letter to ISS, a leading independent proxy advisory firm, to correct misleading statements from the Board of TICC Capital Corp. (NASDAQ: TICC) ("TICC" or the "Company") ahead of the Company's special meeting of stockholders scheduled for December 22 (the "Special Meeting"). NexPoint remains committed to creating value for all TICC stockholders and urges them to vote the BLUE proxy card at the Special Meeting.
Dear Mr. Cernich:
We are responding to your request for confirmation of the current terms of proposals by NexPoint Advisors, L.P. ("NexPoint") with respect to the management of TICC Capital Corp. ("TICC" or, the "Company"). Each of the matters communicated herein are being concurrently made available to the Company and its stockholders.
NexPoint's Proposal Remains Economically Superior to Both BSP's and TSLX's
The Issues with Both the BSP and TSLX Proposals Extend Far Beyond Their Excessive Costs
Don't allow the Company to Mislead You Regarding the Litigation
We would appreciate an opportunity to speak with you regarding these very important matters.
Kindest regards,
NexPoint Advisors, L.P.
About NexPoint Advisors, L.P.
NexPoint, together with its affiliates, currently manages approximately $20 billion in net assets and believes that its core competences are squarely within the Company's investment strategy. NexPoint is indirectly wholly owned by a trust that is beneficially owned and controlled by James Dondero. Highland Capital Management, L.P. ("Highland") is ultimately controlled by James Dondero and is therefore an affiliate of, and under common control with, NexPoint, which shares personnel and other resources with Highland. Highland (together with its affiliates) is one of the world's most experienced alternative credit managers, tested by numerous credit cycles, specializing in credit strategies, such as a broad range of leveraged loans, high yield bonds, direct lending, public and private equities and CLOs. Highland also offers alternative investment-oriented strategies, including asset allocation, long/short equities, real estate and natural resources. If NexPoint is retained by the Company as its investment adviser, the Company will have access to all of Highland's capabilities and expertise.
Important Additional Information and Where to Find It
NexPoint has filed a definitive proxy statement and accompanying proxy card with the U.S. Securities and Exchange Commission (the "SEC") in connection with the solicitation of proxies from the stockholders of the Company in connection with the matters to be considered at the Company's Special Meeting of Stockholders to be held on December 22, 2015, including the election of NexPoint's nominees for director: Dr. Bob Froehlich, John Honis, Timothy K. Hui, Ethan Powell, William M. Swenson and Bryan A. Ward (collectively, the "Nominees"). STOCKHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO READ THE PROXY STATEMENT AND THE ACCOMPANYING PROXY CARD AND OTHER DOCUMENTS FILED BY NEXPOINT WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY AS THEY CONTAIN IMPORTANT INFORMATION. The proxy statement and proxy card have been distributed to stockholders. The proxy statement and other relevant materials, and any other documents filed by NexPoint with the SEC, may also be obtained free of charge at the SEC's website at www.sec.gov. This is not the Company's or TSLX's proxy statement.
If you have any questions, need free copies of the proxy statement or other relevant materials, or need assistance voting your Shares, please call:
D.F. King & Co., Inc.
48 Wall Street
New York, NY 10005
Stockholders Call Toll−Free at: 866-416-0556
Banks and Brokers Call Collect at: 212-269-5550
Email: TICC@dfking.com
You may also contact NexPoint via email at TICCProxy@NexPointAdvisors.com.
Participants in the Solicitation
NexPoint and the Nominees are deemed to be participants in NexPoint's solicitation of proxies from the Company's stockholders in connection with the matters to be considered at the Company's Special Meeting of Stockholders to be held on December 22, 2015. NexPoint is the beneficial owner of 100 shares of common stock[3] of the Company and also proposes to become the Company's investment adviser, for which it would receive advisory fees. Information regarding NexPoint and the Nominees, and their direct or indirect interests in the Company, by security holdings or otherwise, are set forth in the proxy statement filed with the SEC by NexPoint.
Third Party Information
These materials may contain or refer to news, commentary and other information sourced from persons or companies that are not affiliated with NexPoint. The author and source of any third party information and the date of its publication are clearly and prominently identified. NexPoint has neither sought nor obtained permission to use or quote such third party information. NexPoint cannot guarantee the accuracy, timeliness, completeness or availability of such third party information, and does not explicitly or implicitly endorse or approve such third party information. NexPoint, the Nominees and their affiliates shall not be responsible or have any liability for any misinformation or inaccuracy in such third party information.
Cautionary Statement Regarding Forward-Looking Statements
These materials may contain forward-looking statements. All statements contained herein that are not clearly historical in nature or that necessarily depend on future events are forward-looking, and the words "anticipate," "believe," "expect," "potential," "opportunity," "estimate," "plan" and similar expressions are generally intended to identify forward-looking statements. The projected results and statements contained in these materials that are not historical facts are based on current expectations and speak only as of the date of such materials, and involve risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such projected results and statements. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of NexPoint. Although NexPoint believes that the assumptions underlying the projected results or forward-looking statements included in these materials are reasonable as of the date of such materials, any of the assumptions could be inaccurate and therefore, there can be no assurance that the projected results or forward-looking statements included herein will prove to be accurate. In light of the significant uncertainties inherent in the projected results and forward-looking statements included herein, the inclusion of such information should not be regarded as a representation as to future results or that the objectives and strategic initiatives expressed or implied by such projected results and forward-looking statements will be achieved. NexPoint will not undertake and specifically declines any obligation to disclose the results of any revisions that may be made to any projected results or forward-looking statements herein to reflect events or circumstances after the date of such projected results or statements or to reflect the occurrence of anticipated or unanticipated events.
NexPoint reserves the right to change any of its opinions expressed herein at any time as it deems appropriate and disclaims any obligation to notify the market or any other party of any such changes. NexPoint disclaims any obligation to update the information or opinions contained herein.
These materials are provided for information purposes only, and are not intended to be, nor should they be construed as, an offer to sell or the solicitation of an offer to buy any security. These materials do not recommend the purchase or sale of any security.
Media Contact
Brian H. Schaffer
Prosek Partners
212-279-3115 ext. 229
bschaffer@prosek.com
Investor Contact
D.F. King & Co., Inc.
Stockholders 866-416-0556
Bank and Brokers 212-269-5550
TICC@dfking.com
[1] The $40 to $45 million includes the value of our initial $20 million management fee waiver, together with the value of 25bps annual management fee savings in years three and beyond (~$20-25 million). Notably, we have already created approximately $50 million of value for stockholders over the next 10 years due to the fee concessions to date that BSP was forced to agree to as a result of our superior economic proposals. Based on June 30, 2015 AUM.
[2] The $54 to $60 million includes the value of our initial $20 million management fee waiver, together with the value of 25bps annual management fee savings and performance fee savings over the next 10 years assuming a 14% annual return. Based on June 30, 2015 AUM.
[3] If appointed as investment adviser of the Company, NexPoint intends to make an investment of at least $20 million in the Company's common stock in open market transactions in the first 12 months following appointment. This represents about 2.88 million shares, or approximately 4.8% of all outstanding shares at closing on September 18, 2015.
To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/nexpoint-corrects-further-ticc-misrepresentations-and-reiterates-its-commitment-to-ticc-stockholders-300195179.html
SOURCE NexPoint Advisors, L.P.
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