Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 6, 2013



TPG Specialty Lending, Inc.

(Exact name of registrant as specified in charter)




Delaware   814-00854   27-3380000

(State or Other Jurisdiction

of Incorporation)



File Number)


(I.R.S. Employer

Identification No.)


301 Commerce Street, Suite 3300

Fort Worth, TX

(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (817) 871-4000



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 3.02. Unregistered Sales of Equity Securities.

On February 6, 2013, TPG Specialty Lending, Inc. (the “Company”) delivered a capital drawdown notice to certain of its investors relating to the issuance of 31,184 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) for an aggregate offering price of $31.9 million. The shares are expected to be issued on or around February 21, 2013.

The issuance of Common Stock is being made pursuant to subscription agreements entered into by the Company and the above-mentioned investors. Under the terms of the subscription agreements, the investors are required to fund drawdowns to purchase shares of Common Stock up to the amount of their respective capital commitments on an as-needed basis with a minimum of 10 business days’ prior notice.

The subscriptions and any issuance pursuant to such subscriptions are exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof. The Company has not engaged in general solicitation or advertising with regard to the subscriptions and issuance of the Common Stock and has not offered securities to the public in connection with such issuance and sale.




Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.




Date: February 6, 2013     By:   Ronald Cami
      Ronald Cami
      Vice President