TICC Capital Comments on Recommendation from Proxy Advisory Firm ISS

TICC Urges Stockholders to Vote WHITE Proxy Card Today

GREENWICH, Conn.--(BUSINESS WIRE)-- TICC Capital Corp. (NASDAQ: TICC) (the "Company," "TICC," "we," or "our") today commented on a report issued by Institutional Shareholder Services (“ISS”), an independent proxy voting advisory firm, regarding the previously announced agreement under which an affiliate of Benefit Street Partners, LLC (“BSP”) would become the Company’s new investment adviser.

Steve Novak, Chair of the Special Committee, said, “We respectfully disagree with ISS’s recommendation and part of their commentary. While we are gratified to see ISS raising some of the same issues with the NexPoint and TPG BDC proposals that we had, we strongly object to their discussion of our process. We firmly believe we conducted a thorough process, which resulted in the selection of an outstanding credit manager with an exceptional track record and strong investment management expertise. The BSP investment advisory agreement would provide TICC stockholders with lower management fees, while ensuring our fellow TICC stockholders experience no immediate reduction to distributions and no dilution to net asset value. We continue to believe the BSP investment advisory agreement is in the best interests of TICC stockholders and urge all stockholders to vote FOR all items on the white proxy card to protect their investment.”

Following the August, 2015 announcement of the BSP investment advisory agreement, TPG Specialty Lending, Inc. (“TSLX” or “TPG BDC”) and NexPoint Advisors, L.P. (“NexPoint”) have been engaged in a self-serving campaign to take over part or all of TICC’s business. In its criticism of TPG BDC and NexPoint, ISS stated:

• “It seems clear from an analysis of the fee structure alone that TSLX's proposal would result in a significantly higher fee structure than either of the other two proposals, once returns cleared the advisor's 6.0% hurdle rate. Though its buyout valuation represents a meaningful premium to unaffected market prices, shareholders should consider that much of this "premium" may be quickly offset by the steep 43% cut in dividend per current TICC share.” (ISS Report, October 16, 2015, page 11)
• “There is, however, a clear drop in dividend per current TICC share – and, even at the premium buyout valuation, a sharp decline in dividend yield – under the TSLX proposal.” (ISS Report, October 16, 2015, page 11)
• “Knowing something of NexPoint's abilities with a BDC's assets, clearly, would be far more valuable to TICC shareholders than simply knowing that NexPoint will take 25 bps less in asset fees. Selecting an investment advisor purely on fee structure, without regard to potential, is likely a suboptimal choice. ” (ISS Report, October 16, 2015, page 12)
• “On its proxy card, NexPoint has proposed new independent directors in part to run such a process. However, as five of these six are currently directors of NexPoint's funds – and one of those five is a NexPoint executive – shareholders may understandably question whether that is the ideal set of directors to conduct a clearly unbiased exploration of alternatives. At the very least, one might argue, it could convey the appearance of a conflict of interest for those NexPoint-affiliated directors.” (ISS Report, October 16, 2015, page 13)

On the subject of the BSP investment advisory agreement, ISS admitted that “there is no reason to reject the board-approved contract with the current advisor in-and-of itself – the investment objective would remain unchanged, and the fee structure has only improved for shareholders.” (ISS Report, October 16, 2015, page 18)

All stockholders of record as of August 31, 2015 are entitled to vote at the 2015 Special Meeting. TICC encourages all stockholders to carefully review its definitive proxy filing and other materials and vote only their WHITE proxy card. For more information about TICC’s Special Meeting, please visit www.ticcbspagreement.com.

Morgan Stanley & Co. LLC and Wachtell, Lipton, Rosen & Katz are advising the Special Committee of the TICC Capital Board.

About TICC Capital Corp.

TICC Capital Corp. is a publicly-traded business development company principally engaged in providing capital to established businesses, investing in syndicated bank loans and purchasing debt and equity tranches of collateralized loan obligations.

Additional Information and Where to Find It

In connection with the approval of the proposed new investment advisory agreement, the Company has filed relevant materials with the SEC, including a definitive proxy statement on Schedule 14A. The Company has distributed the definitive proxy statement and a proxy card to each stockholder entitled to vote at the special meeting relating to the approval of the proposed new investment advisory agreement. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE APPROVAL OF THE PROPOSED NEW INVESTMENT ADVISORY AGREEMENT THAT THE COMPANY FILES WITH THE SEC, BECAUSE THESE MATERIALS CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE APPROVAL OF THE PROPOSED NEW INVESTMENT ADVISORY AGREEMENT. The definitive proxy statement and other relevant materials in connection with the approval of the proposed new investment advisory agreement, and any other documents filed by the Company with the SEC, may be obtained free of charge at the SEC's website (http://www.sec.gov), at the Company's website (http://www.ticc.com), or by writing to the Company at 8 Sound Shore Drive, Suite 255, Greenwich, CT 06830 (telephone number 203-983-5275).

Participants in the Solicitation

The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company's stockholders with respect to the approval of the proposed new investment advisory agreement. Information about the Company's directors and executive officers and their ownership of the Company's common stock is set forth in the proxy statement on Schedule 14A filed with the SEC on September 3, 2015, and the Annual Report on Form 10-K for the fiscal year ended December 31, 2014. Information regarding the identity of the potential participants, and their direct or indirect interests in the approval of the proposed new investment advisory agreement, by security holdings or otherwise, are set forth in the proxy statement and other materials filed or to be filed with SEC in connection therewith.

Forward Looking Statements

This press release contains forward-looking statements subject to the inherent uncertainties in predicting future results and conditions. Any statements that are not statements of historical fact (including statements containing the words "believes," "plans," "anticipates," "expects," "estimates" and similar expressions) should also be considered to be forward-looking statements. Certain factors could cause actual results and conditions to differ materially from those projected in these forward-looking statements. These factors are identified from time to time in our filings with the Securities and Exchange Commission. We undertake no obligation to update such statements to reflect subsequent events.

View source version on businesswire.com: http://www.businesswire.com/news/home/20151019005470/en/

Media:
Sard Verbinnen & Co
Brandy Bergman/Meghan Gavigan
212-687-8080
Stockholders:
Okapi Partners LLC
Bruce Goldfarb/Tony Vecchio
877-566-1922

Source: TICC Capital Corp.

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