Business Context and Reporting Period
This Form 10-Q covers the quarterly period ended June 30, 2011, for TPG Specialty Lending, Inc. (Note: The input metadata lists "Sixth Street," but the filing text explicitly identifies the registrant as TPG Specialty Lending, Inc.). The Company is a Delaware corporation formed on July 21, 2010, and elected to be regulated as a Business Development Company (BDC) under the Investment Company Act of 1940. As of the reporting date, the Company was classified as a development stage entity and had not yet commenced its investing activities. It intends to lend to and invest in middle-market companies in the United States.
Key Financial Metrics
| Metric | Three Months Ended June 30, 2011 | Six Months Ended June 30, 2011 | Inception to June 30, 2011 |
|---|---|---|---|
| Revenue | $0 | $0 | $0 |
| Net Investment Loss | $(636,103) | $(2,190,410) | $(2,190,410) |
| Cash and Cash Equivalents | $35,274,563 | $35,274,563 | $35,274,563 |
| Total Assets | $35,526,357 | $35,526,357 | $35,526,357 |
| Total Liabilities | $2,716,766 | $2,716,766 | $2,716,766 |
| Net Assets | $32,809,591 | $32,809,591 | $32,809,591 |
| Net Asset Value (NAV) Per Share | $937.39 | $937.39 | $937.39 |
| Loss Per Share (Basic & Diluted) | $(466.69) | $(1,853.14) | $(3,359.52) |
| Capital Committed | $665.1 million | $665.1 million | $665.1 million |
| Capital Contributed | $35.0 million | $35.0 million | $35.0 million |
Debt and Liquidity: The Company reported no debt obligations as of June 30, 2011. Liabilities consisted primarily of accrued expenses payable to affiliates ($2.7 million). Liquidity was strong with $35.3 million in cash on hand, supported by uncalled capital commitments of approximately $630.1 million.
Material Changes vs. Prior Period
- Capital Raise: The Company raised $35 million in equity capital during the quarter ended June 30, 2011, via the issuance of 35,000 common shares. This represents a significant increase from the $1,000 in net assets reported at December 31, 2010.
- Expense Recognition: Net expenses for the six months ended June 30, 2011, totaled $2.19 million. This includes $1.5 million in initial organization costs reimbursable to the Adviser, which were not present in the prior year-end balance sheet.
- Share Count: Outstanding shares increased from 1,000 at December 31, 2010, to 35,001 at June 30, 2011, following the private placement and a minor repurchase of 999 treasury shares.
Outlook, Risks, and Subsequent Events
Management Commentary and Outlook: Management expects to generate revenue through interest income from debt securities, dividends, and capital appreciation. The Company intends to invest primarily in floating-rate debt of private companies. No hedging activities were undertaken during the period.
Risks: The filing highlights risks associated with the global economic downturn, potential impairment of portfolio companies, and the inability to access equity markets. As a development stage company, there is no assurance that investment activities will commence successfully or that an IPO will occur.
Subsequent Events (Post-June 30, 2011):
- First Investment: On July 8, 2011, the Company closed its first portfolio company investment, officially ceasing to be a development stage company.
- Capital Increase: On July 29, 2011, the Company secured an additional $142.4 million in subscription agreements, raising total committed capital to $814.8 million.
- Capital Drawdown: On August 1, 2011, the Company issued a capital drawdown notice for $73 million, with shares expected to be issued around August 12, 2011.
Key Facts for Investor Verification
- Operational Status: Verify the Company's transition from "development stage" to active investing following the July 8, 2011, first investment.
- Capital Commitments: Confirm the total committed capital of $814.8 million (as of late July 2011) and the drawdown schedule for the $73 million requested in August 2011.
- Expense Structure: Review the Administration and Advisory Agreements to understand the 1.5% base management fee and the 15-17.5% incentive fee structure, noting that no incentive fees were paid during the reporting period due to lack of income.
- Related Party Transactions: Note that $2.7 million in liabilities are payable to affiliates (Adviser), including $1.5 million for initial organization costs.
- Regulatory Status: Confirm the Company's election as a BDC and its intent to qualify as a Regulated Investment Company (RIC) for tax purposes.