Sixth Street Specialty Lending, Inc. (TSLX) Earnings Call Transcript & Summary

Hello, ladies and gentlemen, will the meeting please come to order. I want to introduce all of you to the virtual 2020 Annual Meeting of Stockholders of TPG Specialty Lending, Inc. Due to the public health impact of COVID-19 and to support the health and wellness and well-being of all the company's stakeholders and their families, we have decided to hold the meeting through a virtual-only format. My name is Josh Easterly, Chief Executive Officer and Chairman of the Board of TPG Specialty Lending, Inc., and I'll be presiding at this meeting. Ken Burke will act as secretary of the meeting. Ian Simmons and Ken Burke will be appointed to act as inspectors of election. Andrew Parsons and Kurt Krushenski, representatives of KPMG LLP, are also present. The -- and code of conduct are available through the web portal. To conduct an orderly meeting, we ask that participants abide by the rules of the code of conduct. After the formal meeting has been adjourned, we will provide time for general question and answers -- for question. [Operator Instructions] As stated in the rules of conduct, we ask that you restrict remarks to the items of the agenda that is before us. Please note the meeting is being recorded. However, no one attending via the webcast or telephone is permitted to use any audio recording devices. Thank you for your cooperation with these rules. The secretary has delivered an affidavit of the mailing and established in the notice of the meeting was [ solely ] given. A copy of the notice of the meeting and the affidavit of mailing will be incorporated into the minutes of this meeting. All stockholders of record as of the close of business on March 30, 2020, are entitled to vote at the annual meeting. Our first order of business at the meeting is to determine whether the shares represented at the meeting, either in person or by proxy, are sufficient to constitute a quorum for the purpose of transacting business. Ken, do you have the report?

Yes. The stockholder list shows that holders of shares 65,512,097 common stock of the company are entitled to vote at this meeting. Ian Simmons and I, as inspector of election, confirmed that they are represented in person by approximately 55,895,606 shares of common stock or approximately 84% of all the shares entitled to vote at this meeting.

Thank you. Because holders of a majority of the shares entitled to vote at the meeting are present in person or by proxy, I declare this meeting to be duly convened for purposes of transacting such business as may properly come before it. Proposal #1, election of directors. The next order of business is the description of the matters to be voted on today's meeting. The first proposal before the stockholders of the meeting is the election of 3 directors for each to serve for 3-year term until a successor is duly elected and qualified. The management and the Board of Directors of the company recommend the election of Hurley Doddy, myself, Joshua Easterly, and Mike Fishman as director of the company. Proposal 2. The ratification of the selection of the independent registered public accounting firm. The second proposal before the stockholders of the company is the ratification of selection of company's independent registered public accounting firm, KPMG LLP, for the fiscal year ending December 31, 2020. The management and the Board of Directors of the company recommended ratification of the selection of KPMG as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020. If any stockholder would like to make a comment regarding either of these proposals, please to make your comment through the web portal. We'll move on to voting. Polls will remain open for 1 more minute. Any stockholder who hasn't yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. If you previously voted by proxy, you do not need to vote today unless you wish to change your vote. [Voting]

And I now declare the polls of the 2020 TSLX Annual Shareholder Meeting closed. The inspector of elections will now count the votes. Will the secretary, please report the results of the voting?

The ballots have been counted and the nominees for elections to the Board of Directors have been duly elected, and KPMG LLP has been ratified as the company's independent registered accounting firm for the fiscal year ending December 31, 2020.

Great. Thank you, Ken. Thank you for attending today's meeting. The meeting is adjourned. We will now have a brief question-and-answer period. We will take stockholders' questions that are being entered today on the web portal. But only questions that are germane to the meeting will be addressed. Any questions that we do not get to will be followed up by our Investor Relations team. Andrew Parsons and Kurt Krushenski from KPMG LLP are available to answer questions concerning the company's financial statements. There being no further questions, thank you for attending today's meeting. [Break]

Hello, ladies and gentlemen, will the meeting please come order. I want to welcome you all to the Virtual 2020 Special Meeting of Stockholders of TPG Specialty Lending, Inc. Due to the public health impact of COVID-19 and to support the health and well-being involved the company's stakeholders and their families, we have decided to hold the meeting through a virtual-only format. My name is Josh Easterly, Chief Executive Officer and Chairman of the Board of TPG Specialty Lending, Inc., and I will be presiding at the meeting. Ken Burke will be an acting secretary of the meeting. Ian Simmonds and Ken Burke have been appointed to act as inspectors of election. Instructions for rules of conduct and procedures. The agenda and code of conduct are available through the web portal. To conduct an orderly meeting, we ask that participants abide by the rules and the code of conduct. After the formal meeting has been adjourned, we will provide time for general questions. We have requested questions for the meeting to be submitted in advance, and we'll address those first. [Operator Instructions] Please note that this meeting is being recorded. No one via the webcast or telephone is permitted using audio recording device. Thank you for your cooperation with these rules. Proof of notice of the meeting. The secretary has delivered an affidavit of mailing and establishing the notice of this meeting was [ fully ] given. A copy of the notice of the meeting and affidavit of the mailing will be incorporated in the minutes of this meeting. All stockholders of record at the close of the business on March 30, 2020, are entitled vote at the special meeting. Our first order of business at the meeting is to determine whether the shares represented at the meeting, either in person or by proxy, are sufficient and constitute a quorum for the purpose of transacting business and whether shares present at the meeting, either in person or proxy, are sufficient to approve or ratify the proposal to be voted at today's meeting. Ken, do you have the report?

Yes. The stockholder's list shows the holders of shares [ 66,512,097 ] shares of common stock of the company are entitled to vote at this meeting. Of which, [ 47,952,134 ] shares of common stock are held by persons that are not affiliated persons to the company. Ian Simmonds and I, as inspectors of election, confirm that they are representing in person or by proxy 43,353,087 shares of common stock or approximately 65% of all the shares entitled to vote at this meeting. Further, we confirm that they are representing in person or by proxy at least 24,793,124 shares of common stock or approximately 52% of all the shares entitled to vote at this meeting held by persons that are not affiliated to the company.

Thank you. Because holders of a majority of the shares entitled to vote at this meeting are present in person or by proxy, I declare this meeting to be duly convened for purposes of transacting such business as they properly come before it. Proposals in the discussion. Proposal #1, authorization of that company to sell or otherwise issue shares of its common stock at a price below its then-current net asset value per share in one or more offerings, each subject to the approval of Board of Directors and subject to the conditions set forth at the proxy statement, including that the number of shares issued does not exceed 25% of its then-outstanding common stock immediately prior to such offering. The next order of business is a description of the matter to be voted on at today's meeting. Proposal before the stockholders of the company is the authorization of the company to sell or otherwise issue share of its common stock at a price below its then-current net asset value per share in one or more offerings, in each case subject to the approval of Board of Directors and subject to certain conditions set forth in the proxy statement, including that the number of shares issued does not exceed 25% of the then-outstanding common stock immediately prior to such offerings. The management and the Board of Directors of the company recommend that you vote for the proposal. And advanced of the meeting, the company received questions about the purpose of the authority issue shares below net asset value. In response, we would direct shareholders to the discussion of the reasons to offer stock below net asset value in the proxy statement as well as the company's presentation on the proposal available on the meeting portal and on our website. If any stockholders would like to make a comment regarding the proposal, please submit your comments through the [ web portal ] now. The voting of the proposal will remain open for 1 minute. These stockholders who haven't voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. If you previously voted by proxy, you do not need to vote today unless you wish to change your vote. [Voting]

I now declare the polls of the 2020 TSLX Special Shareholders Meeting closed, and the inspector of election will now count the ballots. Will the secretary please report the results of that voting?

The [ determinate ] vote of holders of at least a majority as defined in the investment company act of 1940 of one, the outstanding shares of the company's common stock; and two, the outstanding shares of the company's common stock held by persons that are not affiliated persons of the company is required to approve proposal one. Under the 1940 act, the vote of holders is the majority [ means ] the vote of holders of the lesser of, a, 67% or more of the outstanding shares of the company's common stock present or represented by proxy at the special meeting, if the holders of more than 50% of the shares of the company's common stock at present or represented by proxy; or b, more than 50% of the outstanding shares of the company's common stock. The ballot has been counted and proposal one has been approved.

Thank you for attending to meetings. The meetings adjourned. We will now have a brief question-and-answer period. We will take stockholders' questions that are being entered today on the web portal. [Operator Instructions] Any questions that we will not get to, we will follow-up with our Investor Relations team. There have been no further questions. Thank you for attending today's meeting.