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

Good afternoon, and welcome to the 2021 Sixth Street Specialty Lending, Inc. Stockholders Virtual Meeting. I would now like to introduce Josh Easterly, Chief Executive Officer and Chairman of the Board.

Hello, ladies and gentlemen. Will the meeting please come to order? I want to welcome all of you to the Virtual 2021 Special Meeting of Stockholders of Sixth Street Specialty Lending, Inc. Due to the ongoing public health impact of COVID-19 and to support the health and well-being of our company's stakeholders and their families, we decided to hold the meeting into a virtual-only format. Hopefully, this will change. My name is Josh Easterly, Chief Executive Officer and Chairman of the Board of Sixth Street Specialty Lending, Inc. I will be presiding at this meeting. Ian Simmonds will act as secretary of the meeting. Ian Simmonds and Jennifer Gordon will be appointed as inspectors of election. Just a little bit of background, by the way, I don't know who that is. 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 of 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. However, if you are a validated stockholder and have questions during the meeting, you may submit them in the designated field in the web portal. Out of consideration of others, please limit yourself to no more than one question. As stated in the rules of conduct, we ask you to restrict your remarks to the items on the agenda that's before us. Please note that the meeting is being recorded. However, no one attending via the webcast or telephone is permitted to use any audio recording device. Thank you for your cooperation. The secretary has delivered an affidavit of mailing establishing 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 the meeting. All stockholders of record as of close of business on March 31, 2021 are entitled to vote at this 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, is sufficient to constitute a quorum for the purposes of transacting business and whether the shares representing the meeting, either in person or by proxy, are sufficient to approve or ratify the proposal to be voted on by -- in today -- at today's meeting. Ian Simmonds, do you have a report?

Yes. The stockholders list shows that holders of shares of 71,969,998 common stock of the company are entitled to vote at this meeting, of which 60,798,448 shares of common stock are held by persons that are not affiliated persons of the company. Jennifer Gordon and I, as inspectors of election, confirm that there are represented, in person or by proxy, at least 42,798,182 shares of common stock or approximately 59.5% of all of the shares entitled to vote at this meeting. Further, we confirm that there are represented, in person or by proxy, at least 31,626,632 shares of common stock or approximately 52% of all of the shares entitled to vote at this meeting held by persons that are not affiliates of the company.

Thank you. Because holders of the 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 that may properly come before it. The next order of business is a description of the matter to be voted in today's meeting. The proposal before the stockholders of the company is the authorization of the company to sell or otherwise issue shares of its common stock at a price below its current net asset value per share in one or more offerings, in each case subject to the approval of the Board of Directors and subject to certain conditions as 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 each such offering. The management and Board of Directors of the company recommend that you vote for the proposal. In advance of the meeting, the company received questions about the purpose of the authority to issue shares below net asset value. In response to that, 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 and the proposal available on the meeting portal and on our website. In addition, we had a number of questions related to why there's not a limit on the share issuance price below net asset value and on the number of total new shares that can be issued by the company during the 12-month period covered by this proposal. And we as possibly would like to reiterate review that the authorization is a tool for financial flexibility in the shareholder value creation, especially in periods of market volatility. Setting such limits would, by definition, reduce our flexibility to create value. And we are mindful of the fact that the duration and severity of market volatility are often hard to predict. As we show on Page 11 through 13 on our Special Meeting presentation, there are various combinations of a discount to net asset value and yield of net assets that would ultimately be accretive to our shareholders through over-earning, cost of capital and associated dilution. We hope that our shareholders recognize through our track record that we are a disciplined allocator of capital and have always acted with the mindset of putting shareholders first. To date, we have never issued shares below net asset value under prior stockholder authorization granted for us, which is the past 4 years, and with no current plans to do so. If any stockholders would like to make a comment regarding the proposal, please submit your comment through the web portal now. The proposal will remain open for 1 more minute. Any stockholder who hasn't voted or wishes to change a vote may do so by clicking on the voting button on the web portal and by following the instructions there. If you previously voted by proxy, you do not need to vote unless you are changing your vote. [Voting]

I now declare the polls for the 2021 TSLX Special Shareholder Meeting closed. The inspectors of election will now count the votes. Will the secretary please result the -- please report the results of the voting?

The affirmative 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 1. Under the 1940 Act, the vote of holders of a majority means the vote of the 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 are present or represented by proxy; or b, more than 50% of the outstanding shares of the company's common stock. The ballots have been counted and proposal 1 has been approved.

Thank you, Ian, and thank you all 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 or that have previously been submitted. But only questions that are germane to the meeting will be addressed. Any questions that we do not get to will be followed up with our Investor Relations team -- by our Investor Relations team. Great. Since there's no further questions, thank you very much.

This concludes Sixth Street Specialty Lending's 2021 Special Meeting of Stockholders. You may now disconnect.