SEC Comment Letter for Sixth Street Specialty Lending, Inc. (TSLX) (CIK 0001508655) (TSLX) — Jun 10, 2015
Sixth Street Specialty Lending, Inc. (TSLX) (CIK 0001508655)
Date: June 10, 2015 · CIK: 0001508655 · Accession: 0000000000-15-030807
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File numbers found in text: 333-203450
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June 9, 2015
Michael Fishman Co-Chief Executive Officer TPG Specialty Lending, Inc. 301 Commerce Street, Suite 3300 Fort Worth, TX 76102
Re: TPG Specialty Lending, Inc.
Amendment to Registration Statement on Form N-2
Filed May 28, 2015
File No. 333-203450
Dear Mr. Fishman:
We have reviewed your registration statem ent and have the following comments. In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
General
1. We note your response to comment two and partia lly reissue. Please pr ovide us a copy of
your current 10b5-1 plan on a supplemental basis, pursuant to Rule 418 of Regulation C.
Also, please revise your 10b5-1 plan to provi de that repurchases will not commence until
60 days after the most recen t distribution has ended.
Michael Fishman
TPG Specialty Lending, Inc.
June 9, 2015 Page 2
About this Prospectus, page iii
2. We note your response to comment three a nd the revised text. Please remove the
reference to “together with any exhibits that we have filed with the SEC and the
additional information described under ‘Available Information.’”
Fees and Expenses, page 15
3. We note your response to comment six and reis sue our comment. Please revise to use
actual expenses where appropriate. To the extent that future expenses may or will be materially higher, consider cl arifying disclosure in appr opriate location(s), such as
Management’s Discussion and Analysis.
Description of our Debt Securities, page 159
4. We note your response to comment 12; howev er, we are unable to locate where you
undertook to clear all staff co mments prior to the commencement of any debt offering
whenever the preliminary prospectus supplem ent differs materially from the form of
prospectus supplement included in the regist ration statement at effectiveness. Please
provide this undertaking.
We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require. Since the Company and its management are in
possession of all facts relating to a Company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement, please pr ovide a written statement from the Company
acknowledging that:
should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;
the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the Company fr om its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and
the Company may not assert st aff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
Michael Fishman
TPG Specialty Lending, Inc.
June 9, 2015 Page 3
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Investment Management in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the registration
statement as a confirmation of the fact that those requesting accelerat ion are aware of their
respective responsibilities. We will act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.
* * * * * If you have any questions on accounting-rela ted comments, please contact Jeff Long at
(202) 551-6983. If you have any other questions prio r to filing a pre-effective amendment, please
call me at (202) 551-3393.
Sincerely,
/s/ Jay Williamson
Jay Williamson
Senior Counsel
cc: Helena Grannis Cleary Gottlieb St een & Hamilton LLP