TICC Capital Corp has agreed to sell its investment adviser TICC Management LLC to Benefit Street Partners LLC, the credit investment arm of Providence Equity Partners. No financial terms were disclosed. UBS Investment Bank provided financial advice to TICC Management on the transaction while Houlihan Lokey did likewise for BSP.
GREENWICH, CT–(Marketwired – Aug 4, 2015) – TICC Capital Corp. (NASDAQ: TICC) (the “Company,” “TICC,” “we,” or “our”) announced today that the members of our investment adviser, TICC Management, LLC, have entered into an agreement with Benefit Street Partners L.L.C. (“BSP”), pursuant to which an affiliate of BSP will acquire TICC Management, LLC (the “Transaction”). BSP intends to expand TICC’s investment strategy to primarily focus on private debt investments. BSP is the credit investment arm of Providence Equity Partners, a leading global private equity firm. BSP and affiliates manage over $10 billion in assets across a broad range of credit strategies including high yield, levered loans, private / opportunistic debt, liquid credit, structured credit and commercial real estate debt.
“We believe that the BSP relationship will allow the Company to realize value for our shareholders in new ways. With access to significant bilateral lending opportunities and with the resources of a much larger lending and investing platform, we expect this transaction to place TICC in a position of strength as the credit markets move through this and future cycles,” said Jonathan Cohen, CEO of TICC Capital Corp.
Thomas Gahan, Founder and CEO of BSP, said, “We are very excited about the opportunity to leverage our proprietary sourcing network, disciplined investment process and credit expertise to drive attractive, risk-adjusted returns in the portfolio and continue to serve the Company and its investors.”
The closing of the Transaction is contingent upon approval by the Company’s stockholders of a new investment advisory agreement between the Company and TICC Management, LLC, the election of four new independent directors, and other conditions that will be described in a related proxy statement. All material terms under the new investment advisory agreement will remain unchanged.
In connection with the Transaction, among other things:
BSP will replace the current members of the investment adviser’s investment committee and will be supported by BSP’s team of over 100 employees and nearly 60 investment and research professionals;
Over time, BSP plans to transition the Company’s portfolio from syndicated loans and collateralized loan obligation investment vehicles to primarily focus on private debt investments. BSP’s private debt strategy seeks to benefit from proprietary access to companies through an extensive, nationwide network of senior partner relationships, CEO relationships, key financial intermediaries, financial sponsors and the broader Providence Equity Platform;
The Company’s current Board of Directors will expand with the addition of four new non-interested directors, subject to shareholder approval, who will join the three existing non-interested directors. The two current interested directors will be replaced by Mr. Gahan and Richard Byrne, President of BSP;
The Company’s current executive officers will be replaced with certain individuals that are affiliated with BSP; and
The Company will change its name.
The Company’s Board of Directors has unanimously approved a new investment advisory agreement between the Company and TICC Management, LLC and the other proposals that will be described in a related proxy statement. Completion of the Transaction is expected to occur in the fourth quarter of 2015.
The Company intends to file a preliminary proxy statement with the U.S. Securities and Exchange Commission (“SEC”) to solicit stockholder approval of the new investment advisory agreement and the election of four new independent directors.
UBS Investment Bank served as financial adviser to TICC Management, LLC and Houlihan Lokey served as financial adviser to BSP. K&L Gates LLP acted as legal counsel to TICC Management, LLC and Sutherland Asbill & Brennan LLP acted as legal counsel to BSP in connection with the Transaction.
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.
About Benefit Street Partners
Benefit Street Partners is the credit investment arm of Providence Equity Partners, a leading global private equity firm. BSP and affiliates manage over $10 billion in assets across a broad range of credit strategies including high yield, levered loans, private / opportunistic debt, liquid credit, structured credit and commercial real estate debt. BSP was established in 2008 and is based in New York. For further information, please visit www.provequity.com.