0000903423-14-000001.txt : 20140102 0000903423-14-000001.hdr.sgml : 20140101 20140102172547 ACCESSION NUMBER: 0000903423-14-000001 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140102 DATE AS OF CHANGE: 20140102 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TPG Specialty Lending, Inc. CENTRAL INDEX KEY: 0001508655 IRS NUMBER: 273380000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86304 FILM NUMBER: 14502742 BUSINESS ADDRESS: STREET 1: 301 COMMERCE STREET, SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817-871-4000 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET, SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TPG Group Holdings (SBS) Advisors, Inc. CENTRAL INDEX KEY: 0001495741 IRS NUMBER: 271650453 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O TPG GLOBAL, LLC STREET 2: 301 COMMERCE STREET, SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817-871-4000 MAIL ADDRESS: STREET 1: C/O TPG GLOBAL, LLC STREET 2: 301 COMMERCE STREET, SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 SC 13D/A 1 specialty-13da12_0102.htm

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13D
[Rule 13d-101]

(Amendment No. 12)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 240.13d-2(a)

TPG SPECIALTY LENDING, INC.
(Name of Issuer)
 
Common Stock, par value $0.01 per share
(Title of Class of Securities)
 
N/A
(CUSIP Number)
 

Ronald Cami

Vice President

TPG Global, LLC

301 Commerce Street, Suite 3300

Fort Worth, TX 76102

(817) 871-4000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
December 31, 2013
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d -1(e), 240.13d -1(f) or 240.13d -1(g), check the following box.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d -7 for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 19 Pages)

 
 

 


CUSIP No. N/A
13D  Page 2 of 19 Pages

 

1

NAMES OF REPORTING PERSONS

TPG Group Holdings (SBS) Advisors, Inc.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(a) 

(b)

3  SEC USE ONLY
4

SOURCE OF FUNDS (see instructions)

OO (See Item 3)

5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED     PURSUANT TO ITEM 2(d) or 2(e)  
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

 

 

NUMBER OF SHARES

BENEFICIALLY OWNED BY
EACH REPORTING

PERSON WITH

 

7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

2,604,620 (See Items 3, 4 and 5)

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

2,604,620 (See Items 3, 4 and 5)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,604,620 (See Items 3, 4 and 5)

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES            CERTAIN SHARES (see instructions)  
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

6.3% (See Item 5)*

14

TYPE OF REPORTING PERSON (see instructions)

CO

* This calculation assumes that there are 41,260,524 shares of Common Stock of TPG Specialty Lending, Inc. (the “Issuer”) outstanding as of December 31, 2013  (including 4,234,501 shares of Common Stock of the Issuer that will be issued on January 15, 2014 pursuant to the December 31, 2013 capital call). See Item 5.
           
 
 

 


CUSIP No. N/A
13D Page 3 of 19 Pages

 

1

NAMES OF REPORTING PERSONS

Tarrant Capital Advisors, Inc.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(a) 

(b)

3  SEC USE ONLY
4

SOURCE OF FUNDS (see instructions)

OO (See Item 3)

5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED        PURSUANT TO ITEMS 2(d) or 2(e)  
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

 

 

NUMBER OF SHARES

BENEFICIALLY OWNED BY
EACH REPORTING

PERSON WITH

 

7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

2,645,041 (See Items 3, 4 and 5)

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

2,645,041 (See Items 3, 4 and 5)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,645,041 (See Items 3, 4 and 5)

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES           CERTAIN SHARES (see instructions)  
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

6.4% (See Item 5)*

14

TYPE OF REPORTING PERSON (see instructions)

CO

* This calculation assumes that there are 41,260,524 shares of Common Stock of the Issuer outstanding as of December 31, 2013 (including 4,234,501 shares of Common Stock of the Issuer that will be issued on January 15, 2014 pursuant to the December 31, 2013 capital call).  See Item 5.
           
 
 

 


CUSIP No. N/A
13D Page 4 of 19 Pages

 

 

1

NAMES OF REPORTING PERSONS

David Bonderman

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(a) 

(b)

3  SEC USE ONLY
4

SOURCE OF FUNDS (see instructions)

OO (See Item 3)

5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED      PURSUANT TO ITEM 2(d) or 2(e)  
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

 

 

 

NUMBER OF SHARES

BENEFICIALLY OWNED BY
EACH REPORTING

PERSON WITH

 

7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

3,040,032 (See Items 3, 4 and 5)

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

3,040,032 (See Items 3, 4 and 5)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,040,032 (See Items 3, 4 and 5)

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES   CERTAIN SHARES (see instructions)  
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

7.4% (See Item 5)*

14

TYPE OF REPORTING PERSON (see instructions)

IN

* This calculation assumes that there are 41,260,524 shares of Common Stock of the Issuer outstanding as of December 31, 2013 (including 4,234,501 shares of Common Stock of the Issuer that will be issued on January 15, 2014 pursuant to the December 31, 2013 capital call).  See Item 5.
           

 

 

 

 

 
 

 


CUSIP No. N/A
13D Page 5 of 19 Pages

 

1

NAMES OF REPORTING PERSONS

James G. Coulter

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(a) 

(b)

3  SEC USE ONLY
4

SOURCE OF FUNDS (see instructions)

OO (See Item 3)

5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED        PURSUANT TO ITEMS 2(d) or 2(e)  
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

 

 

 

NUMBER OF SHARES

BENEFICIALLY OWNED BY
EACH REPORTING

PERSON WITH

 

7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

3,040,032 (See Items 3, 4 and 5)

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

3,040,032 (See Items 3, 4 and 5)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,040,032 (See Items 3, 4 and 5)

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES           CERTAIN SHARES (see instructions)  
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

7.4% (See Item 5)*

14

TYPE OF REPORTING PERSON (see instructions)

IN

* This calculation assumes that there are 41,260,524 shares of Common Stock of the Issuer outstanding as of December 31, 2013 (including 4,234,501 shares of Common Stock of the Issuer that will be issued on January 15, 2014 pursuant to the December 31, 2013 capital call).  See Item 5.
           
 
 

 


CUSIP No. N/A
13D Page 6 of 19 Pages

 

1

NAMES OF REPORTING PERSONS

Alan Waxman

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(a) 

(b)

3  SEC USE ONLY
4

SOURCE OF FUNDS (see instructions)

OO (See Item 3)

5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED        PURSUANT TO ITEMS 2(d) or 2(e)  
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

 

 

 

NUMBER OF SHARES

BENEFICIALLY OWNED BY
EACH REPORTING

PERSON WITH

 

7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

2,604,620 (See Items 3, 4 and 5)

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

2,604,620 (See Items 3, 4 and 5)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,604,620 (See Items 3, 4 and 5)

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES           CERTAIN SHARES (see instructions)  
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

6.3% (See Item 5)*

14

TYPE OF REPORTING PERSON (see instructions)

IN

* This calculation assumes that there are 41,260,524 shares of Common Stock of the Issuer outstanding as of December 31, 2013 (including 4,234,501 shares of Common Stock of the Issuer that will be issued on January 15, 2014 pursuant to the December 31, 2013 capital call).  See Item 5.
           

 

 
 

This Amendment No. 12 (this “Amendment”) amends and restates in its entirety the Schedule 13D filed on June 27, 2011 (the “Original Schedule 13D”), as amended by Amendment No. 1 filed on August 2, 2011, Amendment No. 2 filed on December 2, 2011 (“Amendment No. 2”), Amendment No. 3 filed on December 20, 2011, Amendment No. 4 filed on February 3, 2012 (“Amendment No. 4”), Amendment No. 5 filed on February 8, 2012, Amendment No. 6 filed on March 20, 2012, Amendment No. 7 filed on June 20, 2012, Amendment No. 8 filed on September 14, 2012, Amendment No. 9 filed on December 12, 2012, Amendment No. 10 filed on February 6, 2013, and Amendment No. 11 filed on September 16, 2013 (as amended and restated by this Amendment, the “Schedule 13D”) by TPG Group Holdings (SBS) Advisors, Inc., Tarrant Capital Advisors, Inc. and Messrs. David Bonderman, James G. Coulter and Alan Waxman with respect to the common stock of the Issuer.

Item 1. Security and Issuer

This Schedule 13D relates to the common stock, par value $0.01 per share (“Common Stock”) of the Issuer, a Delaware corporation. The principal executive offices of the Issuer are located at 301 Commerce Street, Suite 3300, Fort Worth, TX 76102.

Item 2. Identity and Background

This Schedule 13D is being filed jointly on behalf of TPG Group Holdings (SBS) Advisors, Inc., a Delaware corporation (“Group Advisors”), Tarrant Capital Advisors, Inc., a Delaware corporation (“Tarrant Capital”), David Bonderman, James G. Coulter and Alan Waxman (each, a “Reporting Person”, and, collectively, the “Reporting Persons”). The business address of each Reporting Person is c/o TPG Global, LLC, 301 Commerce Street, Suite 3300, Fort Worth, TX 76102.

TSL Advisers, LLC, a Delaware limited liability company (“TSL Advisers”), directly holds 2,604,620 shares of Common Stock of the Issuer (the “TSL Shares”) reported herein. The business and affairs of TSL Advisers are managed by its board of managers, whose sole members are Messrs. Bonderman, Coulter and Waxman.

Group Advisors is the general partner of TPG Group Holdings (SBS), L.P., a Delaware limited partnership, which is the sole member of TPG Holdings II-A, LLC, a Delaware limited liability company, which is the general partner of TPG Holdings II, L.P., a Delaware limited partnership (“Holdings II”), which is the general partner of TPG Holdings II Sub, L.P., a Delaware limited partnership (“Holdings II Sub”), which is a member of TSL Advisers. Because of the relationship between Holdings II Sub and TSL Advisers, Group Advisors may be deemed to beneficially own the TSL Shares.

Tarrant Capital is the sole stockholder of Tarrant Advisors, Inc., a Texas corporation (“Tarrant”), which is the general partner of TSL Equity Partners, L.P., a Delaware limited partnership (“Equity Partners”), which is a member of TSL Advisers. Because of the investment by Equity Partners in TSL Advisers, Tarrant Capital may be deemed to beneficially own 2,209,629 shares of the TSL Shares (the “Tarrant TSL Shares”).

Tarrant is the general partner of TSL FOF, L.P., a Delaware limited partnership (“TSL FOF”), which directly holds 435,346 shares of Common Stock of the Issuer (the “Tarrant FOF Shares”) reported herein. Because of the relationship between Tarrant and TSL FOF, Tarrant Capital may be deemed to beneficially own the TSL FOF Shares. In addition, Tarrant Capital directly holds 66 shares of Common Stock of the Issuer (together with the Tarrant TSL Shares and the Tarrant FOF Shares, the “Tarrant Shares”).

Messrs. Bonderman and Coulter are officers and sole stockholders of each of Tarrant Capital and Group Advisors. Because of the relationship of Messrs. Bonderman and Coulter to Tarrant Capital and Group Advisors, each of Messrs. Bonderman and Coulter may be deemed to beneficially own the TSL Shares and the Tarrant Shares. Messrs. Bonderman and Coulter disclaim beneficial ownership of the TSL Shares and the Tarrant Shares except to the extent of their pecuniary interest therein. Because Mr. Waxman is a member of the board of managers of TSL Advisers, he may be deemed to beneficially own the TSL Shares. Mr. Waxman disclaims beneficial ownership of the TSL Shares except to the extent of his pecuniary interest therein.

The principal business of Group Advisors is serving as the sole ultimate general partner, managing member or similar entity of related entities (including TSL Advisers) engaged in making or recommending investments in

Page 7 of 19 Pages
 

securities of public and private companies. The principal business of Tarrant Capital is serving as the sole ultimate general partner, managing member or similar entity of related entities (including Equity Partners and TSL FOF) engaged in making or recommending investments in securities of public and private companies.

The present principal occupation of David Bonderman is President of Group Advisors and Tarrant Capital and officer, director or manager of other affiliated entities.

 

The present principal occupation of James G. Coulter is Senior Vice President of Group Advisors, Executive Vice President of Tarrant Capital and officer, director or manager of other affiliated entities.

 

The present principal occupation of Alan Waxman is manager of TSL Advisers, Vice President of the Issuer and officer, director or manager of other affiliated entities.

 

The name, residence or business address, and present principal occupation or employment of each director, executive officer and controlling person of Group Advisors is listed on Schedule I hereto.

The name, residence or business address, and present principal occupation or employment of each director, executive officer and controlling person of Tarrant Capital is listed on Schedule II hereto.

Each of Messrs. Bonderman, Coulter and Waxman and the individuals referred to on Schedule I and Schedule II hereto is a United States citizen.

The agreement among the Reporting Persons relating to the joint filing of this Schedule 13D is attached as Exhibit 1 hereto.

During the past five years, none of the Reporting Persons (or, to the knowledge of each of the Reporting Persons, any of the persons listed on Schedule I and Schedule II hereto) (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

Pursuant to the Subscription Agreement, dated as of April 15, 2011 (the “Original Subscription Agreement”), as amended by the Amendment to the Subscription Agreement, dated as of January 31, 2012 (the “Amendment to the Subscription Agreement” and, together with the Original Subscription Agreement, the “Subscription Agreement”), by and between the Issuer and TSL Advisers, on June 17, 2011, the Issuer delivered a capital drawdown notice to TSL Advisers relating to the issuance of TSL Shares for a cash purchase price of $1,000 per share in a private placement, for an aggregate purchase price of $2,868,000 (the “April 15, 2011 Purchase Price”). The Subscription Agreement sets forth the terms and conditions of the private placement, and contains customary representations and warranties from the Issuer and TSL Advisers with respect to the qualifications and ability of each to enter into and complete the private placement. The April 15, 2011 Purchase Price was funded by equity contributions from Equity Partners and Holdings II.

Pursuant to the Subscription Agreement, on August 1, 2011, the Issuer delivered a capital drawdown notice to TSL Advisers relating to the issuance of additional TSL Shares for a cash purchase price of $960.56 per share in a private placement, for an aggregate purchase price of $4,355,172 (the “August 1, 2011 Purchase Price”). The Subscription Agreement sets forth the terms and conditions of the private placement, and contains customary representations and warranties from the Issuer and TSL Advisers with respect to the qualifications and ability of each to enter into and complete the private placement. The August 1, 2011 Purchase Price was funded by equity contributions from Equity Partners and Holdings II.

Pursuant to the Subscription Agreement, dated as of December 2, 2011 (the “TSL FOF Subscription Agreement”), by and among the Issuer, TSL Advisers and TSL FOF, the Issuer delivered a capital drawdown notice on December 2, 2011 to TSL FOF relating to the issuance of TSL FOF Shares for a cash purchase price of $988.56

Page 8 of 19 Pages
 

per share in a private placement, for an aggregate purchase price of $2,100,693 (the “December 2, 2011 Purchase Price”). The TSL FOF Subscription Agreement sets forth the terms and conditions of the private placement, and contains customary representations and warranties from the Issuer and TSL FOF with respect to the qualifications and ability of each to enter into and complete the private placement. The December 2, 2011 Purchase Price was funded by equity contributions from TSL FOF.

Pursuant to the Subscription Agreement, on December 16, 2011, the Issuer delivered a capital drawdown notice to TSL Advisers relating to the issuance of additional TSL Shares for a cash purchase price of $981.57 per share in a private placement, for an aggregate purchase price of $562,438 (the “December 16, 2011 TSL Advisers Purchase Price”). The Subscription Agreement sets forth the terms and conditions of the private placement, and contains customary representations and warranties from the Issuer and TSL Advisers with respect to the qualifications and ability of each to enter into and complete the private placement. The December 16, 2011 TSL Advisers Purchase Price was funded by equity contributions from Equity Partners and Holdings II.

Pursuant to the TSL FOF Subscription Agreement, on December 16, 2011, the Issuer delivered a capital drawdown notice to TSL FOF relating to the issuance of additional TSL FOF Shares for a cash purchase price of $985.37 per share in a private placement, for an aggregate purchase price of $163,571 (the “December 16, 2011 TSL FOF Purchase Price”). The TSL FOF Subscription Agreement sets forth the terms and conditions of the private placement, and contains customary representations and warranties from the Issuer and TSL FOF with respect to the qualifications and ability of each to enter into and complete the private placement. The December 16, 2011 TSL FOF Purchase Price was funded by equity contributions from TSL FOF.

Pursuant to the Subscription Agreement, on February 1, 2012, the Issuer delivered a capital drawdown notice to TSL Advisers relating to the issuance of additional TSL Shares for a cash purchase price of $985.21 per share in a private placement, for an aggregate purchase price of $3,685,680 (the “February 1, 2012 TSL Advisers Purchase Price”). The Subscription Agreement sets forth the terms and conditions of the private placement, and contains customary representations and warranties from the Issuer and TSL Advisers with respect to the qualifications and ability of each to enter into and complete the private placement. The February 1, 2012 TSL Advisers Purchase Price was funded by equity contributions from Equity Partners.

Pursuant to the Subscription Agreement, on February 8, 2012, the Issuer delivered a capital drawdown notice to TSL Advisers relating to the issuance of additional TSL Shares for a cash purchase price of $985.12 per share in a private placement, for an aggregate purchase price of $2,237,213 (the “February 8, 2012 TSL Advisers Purchase Price”). The Subscription Agreement sets forth the terms and conditions of the private placement, and contains customary representations and warranties from the Issuer and TSL Advisers with respect to the qualifications and ability of each to enter into and complete the private placement. The February 8, 2012 TSL Advisers Purchase Price was funded by equity contributions from Equity Partners and Holdings II Sub.

Pursuant to the TSL FOF Subscription Agreement, on February 8, 2012, the Issuer delivered a capital drawdown notice to TSL FOF relating to the issuance of additional TSL FOF Shares for a cash purchase price of $985.70 per share in a private placement, for an aggregate purchase price of $441,592 (the “February 8, 2012 TSL FOF Purchase Price”). The TSL FOF Subscription Agreement sets forth the terms and conditions of the private placement, and contains customary representations and warranties from the Issuer and TSL FOF with respect to the qualifications and ability of each to enter into and complete the private placement. The February 8, 2012 TSL FOF Purchase Price was funded by equity contributions from TSL FOF.

Pursuant to the Subscription Agreement, on March 16, 2012, the Issuer delivered a capital drawdown notice to TSL Advisers relating to the issuance of additional TSL Shares for a cash purchase price of $985.01 per share in a private placement, for an aggregate purchase price of $4,794,027 (the “March 16, 2012 TSL Advisers Purchase Price”). The Subscription Agreement sets forth the terms and conditions of the private placement, and contains customary representations and warranties from the Issuer and TSL Advisers with respect to the qualifications and ability of each to enter into and complete the private placement. The March 16, 2012 TSL Advisers Purchase Price was funded by equity contributions from Equity Partners and Holdings II Sub.

Pursuant to the TSL FOF Subscription Agreement, on March 16, 2012, the Issuer delivered a capital drawdown notice to TSL FOF relating to the issuance of additional TSL FOF Shares for a cash purchase price of $985.70 per share in a private placement, for an aggregate purchase price of $946,268 (the “March 16, 2012 TSL

Page 9 of 19 Pages
 

FOF Purchase Price”). The TSL FOF Subscription Agreement sets forth the terms and conditions of the private placement, and contains customary representations and warranties from the Issuer and TSL FOF with respect to the qualifications and ability of each to enter into and complete the private placement. The March 16, 2012 TSL FOF Purchase Price was funded by equity contributions from TSL FOF.

Pursuant to the Issuer’s dividend reinvestment plan (the “DRIP”), on March 20, 2012, the Issuer issued additional TSL Shares to TSL Advisers equal to $28,435, the dividend payable on the TSL Shares, divided by $980.51, the net asset value per share of the Common Stock on the declaration date of the dividend (December 31, 2011). No fractional TSL Shares were issued, and TSL Advisers received cash in lieu of fractional Common Stock.

Pursuant to the Subscription Agreement, on May 16, 2012, the Issuer delivered a capital drawdown notice to TSL Advisers relating to the issuance of the TSL Shares for a cash purchase price of $1,005.79 per share in a private placement, for an aggregate purchase price of $506,919 (the “May 16, 2012 TSL Advisers Purchase Price”). The Subscription Agreement sets forth the terms and conditions of the private placement, and contains customary representations and warranties from the Issuer and TSL Advisers with respect to the qualifications and ability of each to enter into and complete the private placement. The May 16, 2012 TSL Advisers Purchase Price was funded by equity contributions from Equity Partners and Holdings II Sub.

Pursuant to the Subscription Agreement, on June 18, 2012, the Issuer delivered a capital drawdown notice to TSL Advisers relating to the issuance of additional TSL Shares for a cash purchase price of $1,005.67 per share in a private placement, for an aggregate purchase price of $2,196,380 (the “June 18, 2012 TSL Advisers Purchase Price”). The Subscription Agreement sets forth the terms and conditions of the private placement, and contains customary representations and warranties from the Issuer and TSL Advisers with respect to the qualifications and ability of each to enter into and complete the private placement. The June 18, 2012 TSL Advisers Purchase Price was funded by equity contributions from Equity Partners and Holdings II Sub.

Pursuant to the TSL FOF Subscription Agreement, on June 18, 2012, the Issuer delivered a capital drawdown notice to TSL FOF relating to the issuance of additional TSL FOF Shares for a cash purchase price of $1,007.09 per share in a private placement, for an aggregate purchase price of $421,971 (the “June 18, 2012 TSL FOF Purchase Price”). The TSL FOF Subscription Agreement sets forth the terms and conditions of the private placement, and contains customary representations and warranties from the Issuer and TSL FOF with respect to the qualifications and ability of each to enter into and complete the private placement. The June 18, 2012 TSL FOF Purchase Price was funded by equity contributions from TSL FOF.

Pursuant to the Subscription Agreement, on September 13, 2012, the Issuer delivered a capital drawdown notice to TSL Advisers relating to the issuance of additional TSL Shares for a cash purchase price of $1,011.56 per share in a private placement, for an aggregate purchase price of $3,900,592 (the “September 13, 2012 TSL Advisers Purchase Price”). The Subscription Agreement sets forth the terms and conditions of the private placement, and contains customary representations and warranties from the Issuer and TSL Advisers with respect to the qualifications and ability of each to enter into and complete the private placement. The September 13, 2012 TSL Advisers Purchase Price was funded by equity contributions from Equity Partners.

Pursuant to the TSL FOF Subscription Agreement, on September 13, 2012, the Issuer delivered a capital drawdown notice to TSL FOF relating to the issuance of additional TSL FOF Shares for a cash purchase price of $1,017.06 per share in a private placement, for an aggregate purchase price of $141,372 (the “September 13, 2012 TSL FOF Purchase Price”). The TSL FOF Subscription Agreement sets forth the terms and conditions of the private placement, and contains customary representations and warranties from the Issuer and TSL FOF with respect to the qualifications and ability of each to enter into and complete the private placement. The September 13, 2012 TSL FOF Purchase Price was funded by equity contributions from TSL FOF.

Pursuant to the Subscription Agreement, on December 10, 2012, the Issuer delivered a capital drawdown notice to TSL Advisers relating to the issuance of additional TSL Shares for a cash purchase price of $1,008.26 per share in a private placement, for an aggregate purchase price of $6,962,019 (the “December 10, 2012 TSL Advisers Purchase Price”). The Subscription Agreement sets forth the terms and conditions of the private placement, and contains customary representations and warranties from the Issuer and TSL Advisers with respect to the qualifications and ability of each to enter into and complete the private placement. The December 10, 2012 TSL Advisers Purchase Price was funded by equity contributions from Equity Partners and Holdings II Sub.

Page 10 of 19 Pages
 

Pursuant to the TSL FOF Subscription Agreement, on December 10, 2012, the Issuer delivered a capital drawdown notice to TSL FOF relating to the issuance of additional TSL FOF Shares for a cash purchase price of $1,008.58 per share in a private placement, for an aggregate purchase price of $1,168,949 (the “December 10, 2012 TSL FOF Purchase Price”). The TSL FOF Subscription Agreement sets forth the terms and conditions of the private placement, and contains customary representations and warranties from the Issuer and TSL FOF with respect to the qualifications and ability of each to enter into and complete the private placement. The December 10, 2012 TSL FOF Purchase Price was funded by equity contributions from TSL FOF.

Pursuant to the Subscription Agreement, on February 6, 2013, the Issuer delivered a capital drawdown notice to TSL Advisers relating to the issuance of additional TSL Shares for a cash purchase price of $1,021.87 per share in a private placement, for an aggregate purchase price of $863,476 (the “February 6, 2013 TSL Advisers Purchase Price”). The Subscription Agreement sets forth the terms and conditions of the private placement, and contains customary representations and warranties from the Issuer and TSL Advisers with respect to the qualifications and ability of each to enter into and complete the private placement. The February 6, 2013 TSL Advisers Purchase Price was funded by equity contributions from Equity Partners.

Pursuant to the TSL FOF Subscription Agreement, on February 6, 2013, the Issuer delivered a capital drawdown notice to TSL FOF relating to the issuance of additional TSL FOF Shares for a cash purchase price of $1,025.99 per share in a private placement, for an aggregate purchase price of $131,327 (the “February 6, 2013 TSL FOF Purchase Price”). The TSL FOF Subscription Agreement sets forth the terms and conditions of the private placement, and contains customary representations and warranties from the Issuer and TSL FOF with respect to the qualifications and ability of each to enter into and complete the private placement. The February 6, 2013 TSL FOF Purchase Price was funded by equity contributions from TSL FOF.

Pursuant to the Subscription Agreement, on September 13, 2013, the Issuer delivered a capital drawdown notice to TSL Advisers relating to the issuance of additional TSL Shares for a cash purchase price of $1,019.36 per share in a private placement, for an aggregate purchase price of $1,671,751 (the “September 13, 2013 TSL Advisers Purchase Price”). The Subscription Agreement sets forth the terms and conditions of the private placement, and contains customary representations and warranties from the Issuer and TSL Advisers with respect to the qualifications and ability of each to enter into and complete the private placement. The September 13, 2013 TSL Advisers Purchase Price was funded by equity contributions from Equity Partners.

Pursuant to the TSL FOF Subscription Agreement, on September 13, 2013, the Issuer delivered a capital drawdown notice to TSL FOF relating to the issuance of additional TSL FOF Shares for a cash purchase price of $1021.90 per share in a private placement, for an aggregate purchase price of $280,000 (the “September 13, 2013 TSL FOF Purchase Price”). The TSL FOF Subscription Agreement sets forth the terms and conditions of the private placement, and contains customary representations and warranties from the Issuer and TSL FOF with respect to the qualifications and ability of each to enter into and complete the private placement. The September 13, 2013 TSL FOF Purchase Price was funded by equity contributions from TSL FOF.

Pursuant to a forward stock split of the issued and outstanding shares of Common Stock of the Issuer by way of a stock dividend, on December 5, 2013, the Issuer distributed to each of its stockholders 65.676 shares of Common Stock for each share of Common Stock held by such stockholder.

Pursuant to the Subscription Agreement, on December 31, 2013, the Issuer delivered a capital drawdown notice to TSL Advisers relating to the issuance of additional TSL Shares for a cash purchase price of $15.35 per share in a private placement, for an aggregate purchase price of $4,346,552 (the “December 31, 2013 TSL Advisers Purchase Price”). The Subscription Agreement sets forth the terms and conditions of the private placement, and contains customary representations and warranties from the Issuer and TSL Advisers with respect to the qualifications and ability of each to enter into and complete the private placement. The December 31, 2013 TSL Advisers Purchase Price will be funded by equity contributions from Equity Partners.

Pursuant to the TSL FOF Subscription Agreement, on December 31, 2013, the Issuer delivered a capital drawdown notice to TSL FOF relating to the issuance of additional TSL FOF Shares for a cash purchase price of $15.35 per share in a private placement, for an aggregate purchase price of $728,000 (the “December 31, 2013 TSL FOF Purchase Price”). The TSL FOF Subscription Agreement sets forth the terms and conditions of the private placement, and contains customary representations and warranties from the Issuer and TSL FOF with respect to the

Page 11 of 19 Pages
 

qualifications and ability of each to enter into and complete the private placement. The December 31, 2013 TSL FOF Purchase Price will be funded by equity contributions from TSL FOF.

References to and descriptions of the Subscription Agreement and the TSL FOF Subscription Agreement set forth above in this Item 3 do not purport to be complete and are qualified in their entirety by reference to the full text of the Original Subscription Agreement, the Amendment to the Subscription Agreement and the TSL FOF Subscription Agreement which are attached as Exhibit 2, Exhibit 3 and Exhibit 5, respectively, hereto and incorporated herein by this reference.

Item 4. Purpose of Transaction

The information set forth in Item 3 is hereby incorporated herein by this reference.

The Reporting Persons may seek to dispose all or part of the TSL Shares and/or the Tarrant Shares from time to time, subject to limitations in the Subscription Agreement or the TSL FOF Subscription Agreement, as applicable, applicable legal restrictions, prevailing market conditions, liquidity requirements of such Reporting Persons and/or other investment considerations.

In addition to the foregoing, as required by the Subscription Agreement, the TSL FOF Subscription Agreement, or otherwise, each Reporting Person, at any time and from time to time, may directly or indirectly acquire additional shares of Common Stock or, if any, associated rights or securities exercisable for or convertible into Common Stock, depending upon an ongoing evaluation of its investment in the Common Stock and any securities exercisable for or convertible into Common Stock, limitations in the Subscription Agreement or TSL FOF Subscription Agreement, applicable legal restrictions, prevailing market conditions, liquidity requirements of such Reporting Person and/or other investment considerations.

 

TSL Advisers acts as the investment adviser to the Issuer. Pursuant to an advisory agreement between TSL Advisers and the Issuer, TSL Advisers is responsible for sourcing and managing the Issuer’s portfolio. In addition, the Reporting Persons may engage in discussions with management, the Board of Directors of the Issuer, other stockholders of the Issuer and other relevant parties concerning the business, operations, board composition, management, strategy and future plans of the Issuer.

As a result of these activities, one or more of the Reporting Persons may suggest or take a position with respect to potential changes in the operations, management or capital structure of the Issuer as a means of enhancing stockholder value. Such suggestions or positions may include one or more plans or proposals that relate to or would result in any of the actions required to be reported herein, including, without limitation, such matters as acquiring additional securities of the Issuer or disposing of securities of the Issuer; entering into an extraordinary corporate transaction such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; selling or transferring a material amount of assets of the Issuer or any of its subsidiaries; changing the present Board of Directors or management of the Issuer, including changing the number or term of directors or filling any existing vacancies on the Issuer’s Board of Directors; materially changing the present capitalization or dividend policy of the Issuer; materially changing the Issuer’s business or corporate structure; changing the Issuer’s certificate of incorporation, bylaws or instruments corresponding thereto or taking other actions which may impede the acquisition of control of the Issuer by any person; causing a class of securities of the Issuer to be listed or delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; causing a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Act; and taking any action similar to any of those enumerated above.

Other than as described above, none of the Reporting Persons nor, to the best knowledge of each of the Reporting Persons, without independent verification, any of the persons listed on Schedule I hereto, currently has any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)–(j) of Schedule 13D, although the Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.

Page 12 of 19 Pages
 

Item 5. Interest in Securities of the Issuer

The information contained on each of the cover pages of this Schedule 13D and the information set forth or incorporated in Items 2, 3, 4, and 6 are hereby incorporated herein by reference.

(a)-(b) The following disclosure assumes that there are a total of 41,260,524 shares of Common Stock of the Issuer outstanding as of December 31, 2013 (including 4,234,501 shares of Common Stock of the Issuer that will be issued on January 15, 2014 pursuant to the December 31, 2013 capital call), which figure is based on information provided to the Reporting Persons by the Issuer. Pursuant to Rule 13d-3 of the Act, (i) through TSL Advisers and Tarrant, Messrs. Bonderman and Coulter may be deemed to beneficially own 3,040,032 shares of Common Stock, which constitute approximately 7.4% of outstanding Common Stock; (ii) through TSL Advisers, Mr. Waxman may be deemed to beneficially own 2,604,620 shares of Common Stock, which constitute approximately 6.3% of the outstanding Common Stock; (iii) through TSL Advisers, Group Advisors may be deemed to beneficially own 2,604,620 shares of Common Stock, which constitute approximately 6.3% of the outstanding Common Stock; and (iv) through Tarrant, Tarrant Capital may be deemed to beneficially own 2,645,041 shares of Common Stock, which constitute approximately 6.4% of the outstanding Common Stock.

(c) None of the Reporting Persons nor, to the best knowledge of the Reporting Persons, without independent verification, any person named in Item 2 hereof, has effected any transaction in the Common Stock since the filing of the Original Schedule 13D.

(d) Other than the Reporting Persons, no other persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons identified in this Item 5.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information set forth or incorporated by reference in Items 2, 3, 4, and 5 is hereby incorporated herein by reference.

As discussed in Item 2 above, the business and affairs of TSL Advisers are managed by its board of managers, whose members are Messrs. Bonderman, Coulter and Waxman. Any decision or determination by the board of managers requires the approval of each of Messrs. Bonderman, Coulter and Waxman.

TSL Advisers is required to solicit voting instructions from Equity Partners and Holdings II Sub in respect of the shares of Common Stock of the Issuer beneficially owned by Equity Partners and Holdings II Sub, respectively, in connection with any matter on which TSL Advisers is entitled to vote the TSL Shares. TSL Advisers is required to vote all proxies in respect of the TSL Shares proportionately in accordance with such instructions.

As the directors, officers and sole stockholders of Group Advisors, Mr. Bonderman and Mr. Coulter may indirectly issue voting instructions to TSL Advisers in respect of the shares of Common Stock of the Issuer beneficially owned by Holdings II Sub.

Equity Partners is required to solicit voting instructions from its limited partners in respect of their indirect interests in the TSL Shares. Equity Partners is required to instruct TSL Advisers to vote proxies in respect of its TSL Shares proportionately in accordance with such instructions.

Item 7. Material to Be Filed as Exhibits

1.Agreement of Joint Filing, as required by Rule 13d-1(k)(1) under the Act, dated as of June 27, 2011, by and among TPG Group Holdings (SBS) Advisors, Inc., Tarrant Capital Advisors, Inc., David Bonderman, James G. Coulter and Alan Waxman (previously filed with the Original Schedule 13D).
2.Subscription Agreement, dated as of April 15, 2011, between TPG Specialty Lending, Inc. and TSL Advisers, LLC (previously filed with the Original Schedule 13D).
Page 13 of 19 Pages
 
3.Amendment to the Subscription Agreement, dated as of January 31, 2012, between TPG Specialty Lending, Inc. and TSL Advisers, LLC (previously filed with Amendment No. 4).
4.Agreement to Tender, dated as of March 13, 2011, between TPG Specialty Lending, Inc. and Tarrant Advisors, Inc. (previously filed with the Original Schedule 13D).
5.Subscription Agreement, dated as of December 2, 2011 between TPG Specialty Lending, Inc., TSL FOF, L.P. and TSL Advisers, LLC (previously filed with Amendment No. 2).

 

Page 14 of 19 Pages
 

SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: January 2, 2014

  TPG Group Holdings (SBS) Advisors, Inc.
   
  By: /s/ Ronald Cami      
        Name: Ronald Cami
      Title: Vice President
   
  Tarrant Capital Advisors, Inc.
   
  By: /s/ Ronald Cami      
        Name: Ronald Cami
      Title: Vice President
   
  David Bonderman
   
  By: /s/ Ronald Cami      
        Name: Ronald Cami on behalf of David Bonderman (1)
   
  James G. Coulter
   
  By: /s/ Ronald Cami      
        Name: Ronald Cami on behalf of James G. Coulter (2)
   
  Alan Waxman
   
  By: /s/ Ronald Cami      
        Name: Ronald Cami on behalf of Alan Waxman (3)

 

 

Page 15 of 19 Pages
 
(1)Ronald Cami is signing on behalf of Mr. Bonderman pursuant to an authorization and designation letter dated July 1, 2013, which was previously filed with the Securities and Exchange Commission as an exhibit to a Schedule 13D filed by Mr. Bonderman on August 14, 2013 (SEC File No.005-83906).
(2)Ronald Cami is signing on behalf of Mr. Coulter pursuant to the authorization and designation letter dated July 1, 2013, which was previously filed with the Securities and Exchange Commission as an exhibit to a Schedule 13D filed by Mr. Coulter on August 14, 2013 (SEC File No. 005-83906).
(3)Ronald Cami is signing on behalf of Mr. Waxman pursuant to the authorization and designation letter dated March 10, 2011, which was previously filed with the Securities and Exchange Commission as an exhibit to a Schedule 13D filed by Mr. Waxman on June 27, 2011 (SEC File No. 005-86304).
Page 16 of 19 Pages
 

Schedule I

 

All addresses are c/o TPG Global, LLC, 301 Commerce Street, Suite 3300, Fort Worth, TX 76102.

Name Title
David Bonderman President 
James G. Coulter Senior Vice President 
John E. Viola Vice President, Treasurer and Director
Ronald Cami Vice President, Secretary and Director
David C. Reintjes Chief Compliance Officer and Assistant Secretary
Clive D. Bode Assistant Treasurer
Steven A. Willmann Assistant Treasurer

Page 17 of 19 Pages
 

Schedule II

 

 

All addresses are c/o TPG Global, LLC, 301 Commerce Street, Suite 3300, Fort Worth, TX 76102.

 

Name Title
David Bonderman President 
James G. Coulter Senior Vice President
John E. Viola Vice President, Treasurer and Director
Ronald Cami Vice President, Secretary and Director
Avi Banyasz Vice President
Clive D. Bode Vice President and Assistant Treasurer
Richard W. Boyce Vice President
Kevin R. Burns Vice President
Fred Cohen Vice President
Jonathan J. Coslet Vice President
Timothy D. Dattels Vice President
Kelvin L. Davis Vice President
Geoff M. Duyk Vice President
Joshua Easterly Vice President
James R. Gates Vice President
Scott Gilbertson Vice President
Alex Gleser Vice President
Asiff Hirji Vice President
Matthew Hobart Vice President
Ransom Langford Vice President
Michael MacDougall Vice President
John W. Marren Vice President
Peter McMillan Vice President
William McGlashan Vice President
Douglas Paolillo Vice President
Richard P. Schifter Vice President
Jeffrey Smith Vice President
Todd Sisitsky Vice President
Bryan Taylor Vice President
David Trujillo Vice President
Jerome C. Vascellaro Vice President
Alan Waxman Vice President
Robert Weaver Vice President
Jack C. Weingart Vice President
Carrie A. Wheeler Vice President
James B. Williams Vice President
Nathan H. Wright Vice President
David C. Reintjes Chief Compliance Officer and Assistant Secretary
Steven A. Willmann Assistant Treasurer

 

Page 18 of 19 Pages
 

INDEX TO EXHIBITS

 

Exhibit

Number

 

Description of Exhibits

1.Agreement of Joint Filing, as required by Rule 13d-1(k)(1) under the Act, dated as of June 27, 2011, by and among TPG Group Holdings (SBS) Advisors, Inc., Tarrant Capital Advisors, Inc., David Bonderman, James G. Coulter and Alan Waxman (previously filed with the Original Schedule 13D).
2.Subscription Agreement, dated as of April 15, 2011, between TPG Specialty Lending, Inc. and TSL Advisers, LLC (previously filed with the Original Schedule 13D).
3.Amendment to the Subscription Agreement, dated as of January 31, 2012, between TPG Specialty Lending, Inc. and TSL Advisers, LLC (previously filed with Amendment No. 4).
4.Agreement to Tender, dated as of March 13, 2011, between TPG Specialty Lending, Inc. and Tarrant Advisors, Inc. (previously filed with the Original Schedule 13D).
5.Subscription Agreement, dated as of December 2, 2011 between TPG Specialty Lending, Inc., TSL FOF, L.P. and TSL Advisers, LLC (previously filed with Amendment No. 2).

 

Page 19 of 19 Pages