0001144204-15-070189.txt : 20151210 0001144204-15-070189.hdr.sgml : 20151210 20151209182323 ACCESSION NUMBER: 0001144204-15-070189 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20151210 DATE AS OF CHANGE: 20151209 EFFECTIVENESS DATE: 20151210 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TICC Capital Corp. CENTRAL INDEX KEY: 0001259429 IRS NUMBER: 200118736 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 814-00638 FILM NUMBER: 151279297 BUSINESS ADDRESS: STREET 1: 8 SOUND SHORE DR STREET 2: SUITE 255 CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2039835275 MAIL ADDRESS: STREET 1: 8 SOUND SHORE DRIVE STREET 2: SUITE 255 CITY: GREENWICH STATE: CT ZIP: 06830 FORMER COMPANY: FORMER CONFORMED NAME: TECHNOLOGY INVESTMENT CAPITAL CORP DATE OF NAME CHANGE: 20030812 DEFA14A 1 v426635_defa14a.htm DEFA14A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934

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Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

TICC Capital Corp.

(Name of Registrant as Specified in Its Charter)

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FEDERAL COURT RULES IN TICC’s FAVOR

Denies NexPoint’s Motion to Stay its Previous Rulings

GREENWICH, CT – December 9, 2015 – TICC Capital Corp. (NASDAQ: TICC) (“TICC”) today announced that the United States District Court for the District of Connecticut issued an order decisively rejecting NexPoint’s request to stay the court’s decision while NexPoint pursues an appeal. The Court wrote that it denied NexPoint’s motion “without difficulty.” This is the third time that the Court has rejected an “emergency” request from NexPoint to interfere with TICC’s special meeting. NexPoint’s purported director nominees are invalid.

“We are gratified that the court has now ruled for a third time against NexPoint,” said Steve Novak, Chairman of the Special Committee of TICC’s board of directors. “We look forward to holding the special meeting on December 22 to give our stockholders an opportunity to express their view on the new investment advisory agreement with an affiliate of Benefit Street Partners.”

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 risks, assumptions, uncertainties and other factors could cause actual results and conditions to differ materially from those projected in these forward-looking statements. These include: the risk that TICC’s stockholders do not approve the new investment advisory agreement or TICC’s proposed director nominees; the risk that the transaction agreement with BSP is terminated; the risk that the other conditions to the closing of the transaction with BSP are not satisfied; potential adverse reactions or changes to business or employee relationships; competitive responses to the new investment advisory agreement with the affiliate of BSP; the inability to obtain, or delays in obtaining, the benefits contemplated by the new investment advisory agreement; uncertainty of the expected financial performance of the TICC under the new investment advisory agreement; unexpected costs, charges or expenses resulting from the special meeting of TICC stockholders; additional litigation relating to the special meeting and/or the new investment advisory agreement; the outcome of pending and threatened litigation; any changes in general economic and/or industry specific conditions; and other risks, assumptions, uncertainties and factors 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, except as may be required by applicable law.

TICC Contacts

Media:
Brandy Bergman/Meghan Gavigan

Sard Verbinnen & Co

212-687-8080

Stockholders:

Bruce Goldfarb/Tony Vecchio

Okapi Partners LLC

877-566-1922