Judge Rules for TICC Capital

Court Finds that NexPoint Directors Not Eligible for Election at the Special Meeting; Company Delays Meeting to Provide Additional Disclosure

GREENWICH, Conn.--(BUSINESS WIRE)-- TICC Capital Corp. (NASDAQ: TICC) (the "Company," "TICC," "we," or "our") announced today that the United States District Court for the District of Connecticut has denied NexPoint Advisors, L.P.’s (“NexPoint”) motion for preliminary injunction seeking to have its director nominees recognized on the ballot for TICC’s previously announced special meeting of stockholders. The Court recognized that, as disclosed in TICC’s proxy materials, TICC’s board would only be expanded if TICC’s stockholders voted in favor of the new investment advisory agreement with an affiliate of Benefit Street Partners, LLC (“BSP”). The Court rejected NexPoint’s claim that it had the right to put six directors up for election at the special meeting.

The Court recognized that NexPoint’s purported director nominations were a “quasi-takeover attempt” precipitated solely by TICC’s efforts to comply with the Investment Company Act of 1940.

The Court further ruled that TICC was required to provide certain additional disclosures concerning the BSP transaction, including the consideration that may be paid to TICC Management’s owners, and the process the special committee of TICC’s board followed in rejecting NexPoint’s alternative proposal. As a result, the October 27 meeting has been postponed so that TICC may provide these additional disclosures.

Steve Novak, the Chairman of a Special Committee of TICC's Board of Directors stated, “We are pleased with the Court’s ruling rejecting NexPoint’s attempt to take over the company. We look forward to providing our stockholders with the additional information the court required.”

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/20151023006016/en/

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

Source: TICC Capital Corp.

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