TPG ups TICC offer following BSP fee cut

The bidding war for TICC rumbles on as TPG increases its bid following the offer of a temporary fee cut and legal delays to the shareholder meeting.

TPG Specialty Lending (TSLX), the listed business development company, has increased its offer for TICC Capital Corp, the firm said today (2 November).

TSLX made a stock-for-stock offer in September and has now raised its bid from 87 percent of net asset value (NAV) per share to 90 percent. The ratios are based on NAV as reported at the end of June.

The original bid was rejected by TICC in favour of a deal with Benefit Street Partners (BSP) that was announced ahead of another offer from NexPoint Advisors.

Last week, the district court of Connecticut ordered TICC to publish details of the economic benefit board members would receive from the sale of its investment advisor to BSP.

The Securities and Exchange Commission filing that followed showed that Jonathan Cohen, TICC’s chief executive, Saul Rosenthal, president and chief operating officer, and Charles Royce, chairman of the board, own the investment advisor and are set to receive a 24.9 percent stake in the BSP affiliate that is seeking purchase the asset. They are also likely to benefit from a potential cash distribution of up to $10 million.

The lawsuit disrupted the planned shareholder vote on the BSP transaction which had been scheduled for the same day.

TICC has said its largest shareholder, Raging Capital, will vote for the BSP deal and will appoint an independent director to the TICC board if it goes through.

BSP has also agreed to temporarily reduce the management fee charged by the proposed investment advisor to 1.25 percent for 24 months while the assets transition and the firm’s strategy is repositioned away from broadly-syndicated loans to more privately-arranged deals.

The sweetener is on top of a proposed $50 million-$100 million share-buyback of stock trading under 90 percent of NAV.