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EX-99.1 - EX-99.1 - Sixth Street Specialty Lending, Inc.d704978dex991.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K/A

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 20, 2014

 

 

TPG Specialty Lending, Inc.

(Exact name of registrant as specified in charter)

 

 

 

Delaware   001-36364   27-3380000

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

301 Commerce Street, Suite 3300

Fort Worth, TX

  76102
(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/A 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))

 

 

 


EXPLANATORY NOTE

This Current Report on Form 8-K has been amended solely to update the commission file number referenced on the cover page.


Item 3.02 – Unregistered Sales of Equity Securities

On or about March 20, 2014, TPG Specialty Lending, Inc. (the “Company”) entered into private placement agreements with certain of its existing investors relating to the sale of 3,124,984 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at a price of $16.00 per share, for an aggregate offering price of $50.0 million. The offering was contingent on the closing of the Company’s initial public offering.

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

Item 7.01 – Regulation FD Disclosure

On March 26, 2014, the registrant issued a press release, included herewith as Exhibit 99.1, announcing the declaration of a first quarter 2014 dividend of $0.38 per share, payable on or about April 30, 2014 to stockholders of record at the close of business on March 31, 2014.

The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.

Item 8.01 – Other Events

On March 26, 2014, the registrant issued a press release, included herewith as Exhibit 99.1, and by this reference incorporated herein.

The information disclosed under this Item 8.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.

Item 9.01 – Financial Statements and Exhibits

 

(d) Exhibits:

 

Exhibit Number

  

Description

99.1    Press Release, dated as of March 26, 2014


SIGNATURES

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.

 

   

TPG SPECIALTY LENDING, INC.

                    (Registrant)

Date: April 1, 2014     By:  

/s/ Alan Kirshenbaum

      Alan Kirshenbaum
      Chief Financial Officer