Sixth Street Specialty Lending, Inc. - Quarter Report: 2013 June (Form 10-Q)

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Accelerated filer

Non-Accelerated filer

x (Do not check if a smaller reporting company)

Smaller reporting company

Form 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended June 30, 2013

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from to

Commission file number 814-00854

TPG Specialty Lending, Inc.

(Exact Name of Registrant as Specified in Its Charter)


Delaware		27-3380000
(State or Other Jurisdiction of Incorporation or Organization)		(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

Not applicable

Former Name, Former Address and Former Fiscal Year, If Changed Since Last Report.

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes ¨ No x

The number of shares of the Registrant’s common stock, $.01 par value per share, outstanding at August 8, 2013 was 523,617.

TPG SPECIALTY LENDING, INC.

FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2013

Table of Contents


	INDEX	PAGE NO.

PART I.	FINANCIAL INFORMATION		4

Item 1.	Financial Statements		4

	Consolidated Balance Sheets as of June 30, 2013 and December 31, 2012 (Unaudited)		4

	Consolidated Statements of Operations for the three and six months ended June 30, 2013 and 2012 (Unaudited)		5

	Consolidated Schedules of Investments as of June 30, 2013 and December 31, 2012 (Unaudited)		6

	Consolidated Statements of Changes in Net Assets for the six months ended June 30, 2013 and 2012 (Unaudited)		12

	Consolidated Statements of Cash Flows for the six months ended June 30, 2013 and 2012 (Unaudited)		13

	Notes to Consolidated Financial Statements (Unaudited)		14

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		27

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		32

Item 4.	Controls and Procedures		33

PART II.	OTHER INFORMATION		33

Item 1.	Legal Proceedings		33

Item 1A.	Risk Factors		33

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		33

Item 3.	Defaults Upon Senior Securities		33

Item 4.	Mine Safety Disclosures		33

Item 5.	Other Information		33

Item 6.	Exhibits		34

SIGNATURES			35

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements that involve substantial risks and uncertainties. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about us, our current or prospective portfolio investments, our industry, our beliefs, and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “would,” “should,” “targets,” “projects,” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and are difficult to predict, that could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements.

In addition to factors previously identified elsewhere in the reports and other documents TPG Specialty Lending, Inc. has filed with the Securities and Exchange Commission (the “SEC”), the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance:

•

an economic downturn could impair our portfolio companies’ abilities to continue to operate, which could lead to the loss of some or all of our investments in such portfolio companies;

•

such an economic downturn could disproportionately impact the companies in which we have invested and others that we intend to target for investment, potentially causing us to experience a decrease in investment opportunities and diminished demand for capital from these companies;

•

such an economic downturn could also impact availability and pricing of our financing;

•

an inability to access the capital markets could impair our ability to raise capital and our investment activities; and,

•

the risks, uncertainties and other factors we identify in the sections entitled “Risk Factors” in this report and in our Annual Report on Form 10-K for the year ended December 31, 2012, filed with the SEC on March 15, 2013, as amended, and elsewhere in our filings with the SEC.

Although we believe that the assumptions on which these forward-looking statements are based are reasonable, some of those assumptions are based on the work of third parties and any of those assumptions could prove to be inaccurate; as a result, forward-looking statements based on those assumptions also could prove to be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this report should not be regarded as a representation by us that our plans and objectives will be achieved. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this report. We do not undertake any obligation to update or revise any forward-looking statements or any other information contained herein, except as required by applicable law. The safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended (the “1934 Act”), which preclude civil liability for certain forward-looking statements, do not apply to the forward-looking statements in this report because we are an investment company.

PART I. FINANCIAL INFORMATION

In this Quarterly Report, “Company”, “TSL”, “we”, “us” and “our” refer to TPG Specialty Lending, Inc. and its consolidated subsidiaries unless the context states otherwise.

Item 1. Financial Statements

TPG Specialty Lending, Inc.

Consolidated Balance Sheets

($ in thousands, except per share amounts)

(Unaudited)


	June 30, 2013			December 31, 2012
Assets
Investments at fair value
Non-controlled, non-affiliated investments (amortized cost of $775,038 and $644,421, respectively)	$	786,984		$	653,944
Cash and cash equivalents		111,473			161,825
Interest receivable		4,504			2,354
Receivable for investments sold		—			1,976
Receivable on foreign currency forward contracts		719			—
Prepaid expenses and other assets		27,457			13,050

Total Assets	$	931,137		$	833,149

Liabilities
Revolving credit facilities	$	378,973		$	331,836
Management fees payable to affiliate		1,549			1,464
Incentive fees payable to affiliate		4,501			4,053
Dividends payable		13,675			10,260
Payable for investments purchased		—			2,759
Payables to affiliate		3,188			480
Other liabilities		2,704			2,494

Total Liabilities		404,590			353,346

Commitments and contingencies (Note 8)

Net Assets
Preferred stock, $0.01 par value; 100,000,000 shares authorized; no shares issued and outstanding		—			—
Common stock, $0.01 par value; 100,000,000 shares authorized; 517,570 and 474,677 shares issued, respectively; and 516,571 and 473,678 shares outstanding, respectively		5			5
Additional paid-in capital		513,456			469,709
Treasury stock at cost; 999 shares		(1	)		(1	)
Undistributed net investment income		(1,765	)		(1,016	)
Net unrealized gains		12,665			9,523
Undistributed net realized gains		2,187			1,583

Total Net Assets		526,547			479,803

Total Liabilities and Net Assets	$	931,137		$	833,149

Net Asset Value Per Share	$	1,019.31		$	1,012.93

The accompanying notes are an integral part of these consolidated financial statements.

TPG Specialty Lending, Inc.

Consolidated Statements of Operations

($ in thousands)

(Unaudited)


	Three Months Ended						Six Months Ended
	June 30, 2013			June 30, 2012			June 30, 2013			June 30, 2012
Income
Investment income from non-controlled, non-affiliated investments:
Interest from investments	$	19,861		$	10,279		$	40,484		$	16,292
Other income		1,078			138			1,256			187
Interest from cash and cash equivalents		1			3			2			10

Total investment income from non-controlled, non-affiliated investments		20,940			10,420			41,742			16,489
Investment income from non-controlled, affiliated investments:
Interest from investments		—			891			—			1,792
Other income		—			3			—			7

Total investment income from non-controlled, affiliated investments		—			894			—			1,799

Total Investment Income		20,940			11,314			41,742			18,288

Expenses
Interest		2,429			1,162			4,679			2,076
Management fees		3,249			2,139			6,265			3,604
Incentive fees		2,518			1,371			5,247			2,392
Professional fees		935			519			1,517			1,356
Directors’ fees		71			74			142			145
Other general and administrative		621			345			1,150			715

Total expenses		9,823			5,610			19,000			10,288

Management fees waived (Note 3)		(1,700	)		(899	)		(3,185	)		(1,220	)

Net Expenses		8,123			4,711			15,815			9,068

Net Investment Income Before Income Taxes		12,817			6,603			25,927			9,220
Income taxes, including excise taxes		—			—			4			—

Net Investment Income		12,817			6,603			25,923			9,220

Unrealized and Realized Gain (Loss)
Net change in unrealized gains (losses):
Non-controlled, non-affiliated investments		475			(741	)		2,423			2,190
Non-controlled, affiliated investments		—			(819	)		—			(1,022	)
Foreign currency forward contracts		719			—			719			—

Total net change in unrealized gains (losses)		1,194			(1,560	)		3,142			1,168

Realized gains:
Non-controlled, non-affiliated investments		136			2,725			542			3,166
Foreign currency forward contracts		61			—			61			—

Total realized gains		197			2,725			603			3,166

Total Unrealized and Realized Gains		1,391			1,165			3,745			4,334

Increase in Net Assets Resulting from Operations	$	14,208		$	7,768		$	29,668		$	13,554

The accompanying notes are an integral part of these consolidated financial statements.

TPG Specialty Lending, Inc.

Consolidated Schedule of Investments as of June 30, 2013

(Amounts in thousands)

(Unaudited)


Company (1)	Industry	Investment	Interest			Acquisition Date		Amortized Cost (2)		Fair Value		Percentage of Net Assets
AFS Technologies, Inc. (3)(4)	Beverage, food and tobacco	Senior secured loan ($45,639 par, due 8/2015)		7.76	%		8/31/2011		44,913		45,525		8.6	%
Ecommerce Industries, Inc. (3)(4)	Electronics	Senior secured loan ($20,498 par, due 10/2016)		8.00	%		10/17/2011		20,264		20,703		3.9	%
MSC.Software Corporation (3)(4)	Aerospace and defense	Senior secured loan ($54,859 par, due 11/2017)		7.78	%		12/23/2011		54,126		54,859		10.4	%
Mandalay Baseball Properties, LLC (3)(4)	Hotel, gaming, and leisure	Senior secured loan ($34,089 par, due 3/2017)		12.00 (incl. 4.00 PIK	% % )		4/12/2012		33,432		35,111		6.7	%
Infogix, Inc. (3)(4)	Insurance	Senior secured loan ($30,225 par, due 6/2017)		10.00	%		6/1/2012		29,654		30,301		5.8	%
Attachmate Corporation (3)(4)	Insurance	Senior secured loan ($890 par, due 11/2017)		7.27	%		6/25/2012		905		889		0.2	%
Teletrac, Inc. (3)(4)	Transportation	Senior secured loan ($17,325 par, due 7/2017)		6.65	%		7/23/2012		16,996		17,672		3.4	%
Consona Holdings, Inc. (3)(4)	Business services	Senior secured loan ($29,775 par, due 8/2018)		7.25	%		8/13/2012		29,396		29,552		5.6	%
Heartland Automotive Holdings, LLC (3)(4)	Automotive	Senior secured loan ($37,965 par, due 6/2017)		9.00	%		8/28/2012		36,994		37,530		7.1	%
Synagro Technologies, Inc. (3)	Environmental industries	Senior secured loan ($3,109 par, due 10/2014)		2.20	%		11/8/2012		2,739		3,014		0.6	%
International Equipment Solutions, Inc. (3)(4)	Capital equipment	Senior secured loan ($27,349 par, due 9/2016)		8.50	%		9/18/2012		26,805		27,075		5.1	%
Mediware Information Systems, Inc. (3)(4)	Healthcare and pharmaceuticals	Senior secured loan ($55,036 par, due 5/2018)		8.00	%		11/9/2012		53,891		54,332		10.4	%
SumTotal Systems, LLC (3)	Human resource support services	Senior secured loan ($7,955 par, due 11/2018)		6.25	%		11/16/2012		7,855		7,975		1.5	%
Rogue Wave Holdings, Inc. (3)(4)	Financial services	Senior secured loan ($39,000 par, due 11/2017)		8.26	%		11/21/2012		38,064		38,805		7.4	%
Embarcadero Technologies, Inc. (3)(4)	Financial services	Senior secured loan ($43,596 par, due 12/2017)		8.02	%		12/28/2012		42,611		43,378		8.2	%
SRS Software, LLC (3)(4)	Healthcare and pharmaceuticals	Senior secured loan ($36,563 par, due 12/2017)		8.75	%		12/28/2012		35,732		35,740		6.8	%
Sage Automotive Interiors, Inc. (3)(4)	Automotive	Senior secured loan ($19,633 par, due 12/2016)		9.50	%		12/31/2012		19,472		19,682		3.7	%
The Newark Group, Inc. (3)(4)	Containers and packaging	Senior secured loan ($47,520 par, due 2/2018)		8.50	%		2/8/2013		47,126		47,282		9.0	%
Actian Corporation (3)(4)	Business services	Senior secured loan ($72,600 par, due 4/2018)		8.50	%		4/11/2013		70,170		69,878		13.3	%
Pai Group, Inc. (3)(4)	Human resource support services	Senior secured loan ($34,913 par, due 5/2018)		10.50	%		5/8/2013		34,083		33,915		6.4	%


Company (1)	Industry	Investment	Interest			Acquisition Date		Amortized Cost (2)		Fair Value		Percentage of Net Assets
Intelident Solutions, Inc. (3)	Healthcare and pharmaceuticals	Senior secured loan ($21,546 par, due 8/2016)		8.00 (incl.2.00 PIK	% % )		6/4/2013		21,546		21,492		4.1	%
Jeeves Information Systems AB (3)(5)	Manufacturing	Senior secured loan (SEK 178,054 par, due 6/2018)		9.25	%		6/5/2013		26,506		25,721		4.9	%

Total Senior Secured Loans									693,280		700,431		133.1	%

Junior Secured Loans
Centaur, LLC (3)	Hotel, gaming, and leisure	Junior secured loan ($10,000 par, due 2/2020)		8.00	%		6/4/2013		9,916		10,088		1.9	%
Mannington Mills, Inc. (3)(4)	Construction and building	Junior secured loan ($47,542 par, due 3/2017)		14.00 (incl.2.00 PIK	% % )		3/5/2012		46,537		52,058		9.9	%
Synagro Technologies, Inc. (3)	Environmental industries	Junior secured loan ($5,670 par, due 10/2014)		5.06	%		9/14/2012		2,741		2,268		0.4	%
SumTotal Systems, LLC (3)	Human resource support services	Junior secured loan ($10,000 par, due 5/2018)		10.25	%		11/16/2012		9,954		9,950		1.9	%

Total Junior Secured Loans									69,148		74,364		14.1	%

Senior Secured Revolving Loans
SRS Software, LLC (3)	Healthcare and pharmaceuticals	Senior secured revolving loan ($2,000 par, due 12/2017)		8.75	%		12/28/2012		1,887		1,887		0.4	%
Intelident Solutions, Inc. (3)	Healthcare and pharmaceuticals	Senior secured revolving loan ($1,712 par, due 8/2016)		8.00	%		6/4/2013		1,712		1,708		0.3	%

Total Senior Secured Revolving Loans									3,599		3,595		0.7	%

Corporate Bonds
Checkers Drive-In Restaurants, Inc. (4)	Beverage, food and tobacco	Bond ($7,000 par, due 12/2017)		11.00	%		11/16/2012		7,011		7,350		1.4	%

Total Corporate Bonds									7,011		7,350		1.4	%

Equity
SRS Parent Corp.	Healthcare and pharmaceuticals	Common Shares Class A (1,980 shares)					12/28/2012		1,980		1,232		0.2	%
		Common Shares Class B (2,953,020 shares)					12/28/2012		20		12		—	%


Total Equity									2,000		1,244		0.2	%

Total								$	775,038	$	786,984		149.5	%

(1)

Unless otherwise indicated, the Company’s portfolio companies are domiciled in the United States. As of June 30, 2013, the Company does not “control” any of the portfolio companies nor are any of its portfolio companies considered to be “affiliates” – see Note 4. Certain portfolio company investments are subject to contractual restrictions on sales.

(2)	The amortized cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.

(3)

Loan contains a variable rate structure. Variable rate loans bear interest at a rate that may be determined by reference to either LIBOR or an alternate base rate, at the borrower’s option, which reset periodically based on the terms of the loan agreement. For each such loan we have provided the interest rate in effect on the date presented. In addition to the interest earned based on the stated interest rate of this loan, the Company may be entitled to receive additional interest as a result of its arrangement with other lenders in a syndication.

(4)	The investment, or a portion thereof, is held within TPG SL SPV, LLC, a wholly-owned subsidiary of the Company, and is pledged as collateral supporting the amounts outstanding under the revolving credit facility with Natixis Bank (see Note 7).

(5)

This portfolio company is a non-U.S. corporation and, as a result, is not a qualifying asset under Section 55(a) of the 1940 Act. Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of total assets.

The accompanying notes are an integral part of these consolidated financial statements.

TPG Specialty Lending, Inc.

Consolidated Schedule of Investments as of December 31, 2012

($ in thousands, except share amounts)

(Unaudited)


Company (1)	Industry	Investment	Interest			Acquisition Date		Amortized Cost (2)		Fair Value		Percentage of Net Assets
AFS Technologies, Inc. (3)(4)	Beverage, food and tobacco	Senior secured loan ($46,884 par, due 8/2015)		7.75	%		8/31/2011		45,987		46,532		9.7	%
Ecommerce Industries, Inc. (3)(4)	Electronics	Senior secured loan ($21,562 par, due 10/2016)		8.00	%		10/17/2011		21,286		21,808		4.5	%
MSC.Software Corporation (3)(4)	Aerospace and defense	Senior secured loan ($56,266 par, due 11/2017)		7.75	%		12/23/2011		55,423		55,984		11.7	%
Federal Signal Corporation (3)(4)	Capital equipment	Senior secured loan ($41,608 par, due 2/2017)		12.00	%		2/22/2012		40,897		43,064		9.0	%
Mandalay Baseball Properties, LLC (3)(4)	Hotel, gaming and leisure	Senior secured loan ($28,414 par, due 3/2017)		12.00 (incl.4.00 PIK	% % )		4/12/2012		27,684		28,556		6.0	%
Infogix, Inc. (3)(4)	Insurance	Senior secured loan ($30,613 par, due 6/2017)		10.00	%		6/1/2012		29,974		30,346		6.3	%
Attachmate Corporation (3)(4)	Insurance	Senior secured loan ($926 par, due 11/2017)		7.25	%		6/25/2012		944		894		0.2	%
eResearch Technology, Inc. (3)(4)	Healthcare and pharmaceuticals	Senior secured loan ($24,937 par, due 5/2018)		8.00	%		7/3/2012		24,006		24,626		5.1	%
Teletrac, Inc. (3)(4)	Transportation	Senior secured loan ($17,413 par, due 7/2017)		6.65	%		7/23/2012		17,049		17,151		3.6	%
Consona Holdings, Inc. (3)(4)	Business services	Senior secured loan ($29,925 par, due 8/2018)		7.25	%		8/13/2012		29,514		29,925		6.2	%
Heartland Automotive Holdings, LLC (3)(4)	Automotive	Senior secured loan ($38,951 par, due 6/2017)		9.00	%		8/28/2012		37,998		38,075		7.9	%
Synagro Technologies, Inc. (3)	Environmental industries	Senior secured loan ($3,134 par, due 10/2014)		2.31	%		11/8/2012		2,759		2,813		0.6	%


Company (1)	Industry	Investment	Interest			Acquisition Date		Amortized Cost (2)		Fair Value		Percentage of Net Assets
International Equipment Solutions, Inc. (3)(4)	Capital equipment	Senior secured loan ($29,391 par, due 9/2016)		8.50	%		9/18/2012		28,732		28,876		6.0	%
Mediware Information Systems, Inc. (3)(4)	Healthcare and pharmaceuticals	Senior secured loan ($50,500 par, due 5/2018)		8.00	%		11/9/2012		49,230		49,218		10.3	%
SumTotal Systems, LLC (3)	Human resource support services	Senior secured loan ($10,000 par, due 11/2018)		6.25	%		11/16/2012		9,867		9,925		2.1	%
Rogue Wave Holdings, Inc. (3)(4)	Financial services	Senior secured loan ($40,000 par, due 11/2017)		8.25	%		11/21/2012		38,947		39,600		8.3	%
Embarcadero Technologies, Inc. (3)(4)	Financial services	Senior secured loan ($59,714 par, due 12/2017)		8.00	%		12/28/2012		58,223		58,221		12.1	%
SRS Software, LLC (3)(4)	Healthcare and pharmaceuticals	Senior secured loan ($37,500 par, due 12/2017)		8.75	%		12/28/2012		36,439		36,563		7.6	%
Sage Automotive Interiors, Inc. (3)(4)	Automotive	Senior secured loan ($19,878 par, due 12/2016)		9.50	%		12/31/2012		19,717		19,679		4.1	%

Total Senior Secured Loans									574,676		581,856		121.3	%

Junior Secured Loans
Mannington Mills, Inc. (3)(4)	Construction and building	Junior secured loan ($50,537 par, due 3/2017)		14.00 (incl.2.00 PIK	% % )		3/5/2012		49,551		53,190		11.1	%
SumTotal Systems, LLC (3)	Financial services	Junior secured loan ($5,000 par, due 5/2018)		10.25	%		11/16/2012		4,950		4,925		1.0	%
Synagro Technologies, Inc. (3)	Environmental industries	Junior secured loan ($5,670 par, due 10/2014)		7.00	%		9/14/2012		2,814		1,517		0.3	%

Total Junior Secured Loans									57,315		59,632		12.4	%

Senior Secured Revolving Loans
Heartland Automotive Holdings, LLC (3)(4)	Automotive	Senior secured revolving loan ($555 par, due 6/2017)		10.00	%		8/28/2012		413		431		0.1	%

Total Senior Secured Revolving Loans									413		431		0.1	%

Corporate Bonds
Checkers Drive-In Restaurants, Inc. (4)	Beverage, food and tobacco	Bond ($10,000 par, due 12/2017)		11.00	%		11/16/2012		10,017		10,025		2.1	%

Total Corporate Bonds									10,017		10,025		2.1	%

Equity
SRS Parent Corp.	Healthcare and pharmaceuticals	Common Shares Class A (1,980 shares)					12/28/2012		1,980		1,980		0.4	%
		Common Shares Class B (2,953,020 shares)					12/28/2012		20		20		—	%

Total Equity									2,000		2,000		0.4	%

Total								$	644,421	$	653,944		136.3	%

(1)

Unless otherwise indicated, the Company’s portfolio companies are domiciled in the United States. As of December 31, 2012, the Company does not “control” any of the portfolio companies nor are any of its portfolio companies considered to be “affiliates” – see Note 4. Certain portfolio company investments are subject to contractual restrictions on sales.

(2)	The amortized cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.

(3)

(4)	The investment, or a portion thereof, is held within TPG SL SPV, LLC, a wholly-owned subsidiary of the Company, and is pledged as collateral supporting the amounts outstanding under the revolving credit facility with Natixis Bank (see Note 7).

Transactions during the year ended December 31, 2012 in which the issuer was an affiliated company (but not a portfolio company that we “control”) are as follows:


	As of and for the Year Ended December 31, 2012
Company	Fair Value at December 31, 2011		Gross Additions (a)		Gross Reductions (b)			Net Unrealized Loss			Fair Value at December 31, 2012		Realized Gains		Interest Income		Dividend Income		Other Income
AFS Technologies, Inc. (c)	$	42,663	$	15,990	$	(58,316	)	$	(337	)	$	—	$	100	$	2,724	$	1,231	$	10

Total	$	42,663	$	15,990	$	(58,316	)	$	(337	)	$	—	$	100	$	2,724	$	1,231	$	10

(a)	Gross additions include increases in the cost basis of investments resulting from new investments, payment-in-kind interest or dividends, the amortization of any unearned income or discounts on debt investments, as applicable.

(b)	Gross reductions include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, and the amortization of any discounts on debt investments, as applicable.

(c)	In connection with the redemption of the Company’s preferred equity investment, AFS Technologies, Inc. was no longer an affiliated company as of December 31, 2012.

The accompanying notes are an integral part of these consolidated financial statements.

TPG Specialty Lending, Inc.

Consolidated Statements of Changes in Net Assets

($ in thousands)

(Unaudited)


	Six Months Ended June 30, 2013			Six Months Ended June 30, 2012
Increase in Net Assets Resulting from Operations
Net investment income	$	25,923		$	9,220
Net change in unrealized gains		3,142			1,168
Net realized gains		603			3,166

Increase in Net Assets Resulting from Operations		29,668			13,554

Increase in Net Assets Resulting from Capital Share Transactions
Issuance of common shares sold		31,857			164,994
Reinvestment of dividends		11,894			1,782
Dividends declared		(26,675	)		(10,510	)

Increase in Net Assets Resulting from Capital Share Transactions		17,076			156,266

Total Increase in Net Assets		46,744			169,820
Net assets, beginning of period		479,803			173,092

Net Assets, End of Period	$	526,547		$	342,912

Undistributed Net Investment Income Included in Net Assets at the End of the Period	$	(1,765	)	$	(2,137	)

The accompanying notes are an integral part of these consolidated financial statements.

TPG Specialty Lending, Inc.

Consolidated Statements of Cash Flows

($ in thousands)

(Unaudited)


	Six Months Ended June 30, 2013			Six Months Ended June 30, 2012
Cash Flows from Operating Activities
Increase in net assets resulting from operations	$	29,668		$	13,554
Adjustments to reconcile increase in net assets resulting from operations to net cash used in operating activities:
Net change in unrealized gains		(3,142	)		(1,168	)
Net realized gains		(603	)		(3,166	)
Realized gains on foreign currency forward contracts		61			—
Net amortization of discount on securities		(3,552	)		(1,083	)
Amortization of debt issuance costs		1,004			538
Purchases of investments, net		(260,454	)		(304,948	)
Proceeds from investments, net		37,997			78,218
Repayments on investments		97,185			7,404
Paid-in-kind interest		(1,252	)		(581	)
Changes in operating assets and liabilities:
Interest receivable		(2,150	)		(1,128	)
Prepaid expenses and other assets		(13,378	)		(5,213	)
Management fees payable		85			308
Incentive fees payable		448			2,391
Payable to affiliate		2,708			2,412
Other liabilities		(2,549	)		178

Net Cash Used in Operating Activities		(117,924	)		(212,284	)

Cash Flows from Financing Activities
Borrowings on revolving credit facilities		498,000			784,988
Payments on revolving credit facilities		(450,863	)		(645,600	)
Proceeds from issuance of common stock		31,857			162,078
Dividend paid to stockholders		(11,365	)		(1,967	)
Debt issuance costs		(57	)		—

Net Cash Provided by Financing Activities		67,572			299,499

Net Increase (Decrease) in Cash and Cash Equivalents		(50,352	)		87,215
Cash and cash equivalents, beginning of period		161,825			143,692

Cash and Cash Equivalents, End of Period	$	111,473		$	230,907

Supplemental Information:
Interest paid during the period	$	3,557		$	1,001
Dividends declared during the period	$	26,675		$	10,510
Reinvestment of dividends during the period	$	11,894		$	1,782
Subscription receivable	$	—		$	2,915

The accompanying notes are an integral part of these consolidated financial statements.

TPG Specialty Lending, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

($ in thousands, unless otherwise indicated)

1. Organization and Basis of Presentation

Organization

TPG Specialty Lending, Inc. (collectively with its consolidated subsidiaries, “TSL” or the “Company”) is a Delaware corporation formed on July 21, 2010. The Company was formed primarily to lend to, and selectively invest in, middle-market companies in the United States. The Company has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, for tax purposes, the Company has elected to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). TSL is managed by TSL Advisers, LLC (the “Adviser”). On June 1, 2011, the Company formed a wholly-owned subsidiary, TC Lending, LLC, a Delaware limited liability company. On March 22, 2012, the Company formed a wholly-owned subsidiary, TPG SL SPV, LLC, a Delaware limited liability company.

Basis of Presentation

The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and include the accounts of the Company and its subsidiaries. In the opinion of management, all adjustments, consisting solely of accruals considered necessary for the fair presentation of the consolidated financial statements for the periods presented, have been included. The results of operations for interim periods are not indicative of results to be expected for the full year. All intercompany balances and transactions have been eliminated in consolidation.

Certain financial information that is normally included in annual financial statements, including certain financial statement footnotes, prepared in accordance with U.S. GAAP, is not required for interim reporting purposes and has been condensed or omitted herein. These financial statements should be read in conjunction with the Company’s consolidated financial statements and notes related thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, which was filed with the Securities and Exchange Commission (“SEC”) on March 15, 2013.

Certain prior period information has been reclassified to conform to the current period presentation. These reclassifications have no effect on the Company’s financial position or its results of operations as previously reported.

Fiscal Year End

The Company’s fiscal year ends on December 31.

2. Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Such amounts could differ from those estimates and such differences could be material.

Investments at Fair Value

Investment transactions purchased on a secondary basis are recorded on the trade date. Loan originations are recorded on the funding date which is generally the date of the binding commitment. Realized gains or losses are measured by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment without regard to unrealized gains or losses previously recognized, and include investments charged off during the period, net of recoveries. The net change in unrealized gains or losses primarily reflects the change in investment values and also include the reversal of previously recorded unrealized gains or losses with respect to investments realized during the period.

Investments for which market quotations are readily available are typically valued at such market quotations. In order to validate market quotations, the Company utilizes a number of factors to determine if the quotations are representative of fair value, including the source and nature of the quotations. Debt and equity securities that are not publicly traded or whose market prices are not readily available are valued at fair value as determined in good faith by the Company’s Board of Directors (the “Board”), based on, among other things, the input of the Adviser, the Company’s Audit Committee and an independent third-party valuation firm engaged at the direction of the Board.

As part of the valuation process, the Company takes into account relevant factors in determining the fair value of its investments, including: the estimated enterprise value of a portfolio company (i.e., the total fair value of the portfolio company’s debt and equity), the nature and realizable value of any collateral, the portfolio company’s ability to make payments based on its earnings and cash flow, the markets in which the portfolio company does business, a comparison of the portfolio company’s securities to any similar publicly traded securities, overall changes in the interest rate environment and the credit markets that may affect the price at which similar investments may be made in the future. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, the Company considers the pricing indicated by the external event to corroborate its valuation.

The Board undertakes a multi-step valuation process each quarter, which includes, among other procedures, the following:

•

The quarterly valuation process begins with each investment being initially valued by the investment professionals responsible for the portfolio investment.

•

The Adviser’s management reviews the preliminary valuations with the investment professionals. Agreed upon valuation recommendations are presented to the Audit Committee.

•

The Audit Committee reviews the valuations presented and recommends a value for each investment to the Board.

•

The Board reviews the recommended valuations and determines the fair value of each investment; valuations that are not based on readily available market quotations are valued in good faith based on, among other things, the input of the Adviser, Audit Committee and, where applicable, other third parties.

In connection with debt and equity securities that were valued at fair value in good faith by the Board, the Board has engaged independent third-party valuation firms to perform certain limited procedures that the Board identified and requested them to perform. As of June 30, 2013, independent third-party valuation firms performed their procedures over substantially all of the Company’s investments. Upon completion of such limited procedures for the quarter ended June 30, 2013, the third-party valuation firms determined that the fair value, as determined by the Board, of those investments subjected to their limited procedures, was reasonable.

The Company applies Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 820, Fair Value Measurement (“ASC 820”), as amended, which establishes a framework for measuring fair value in accordance with U.S. GAAP and required disclosures of fair value measurements. ASC 820 determines fair value to be the price that would be received for an investment in a current sale, which assumes an orderly transaction between market participants on the measurement date. Market participants are defined as buyers and sellers in the principal or most advantageous market (which may be a hypothetical market) that are independent, knowledgeable, and willing and able to transact. In accordance with ASC 820, the Company considers its principal market to be the market that has the greatest volume and level of activity. ASC 820 specifies a fair value hierarchy that prioritizes and ranks the level of observability of inputs used in determination of fair value. In accordance with ASC 820, these levels are summarized below:

•

Level 1—Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.

•

Level 2—Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

•

Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

Transfers between levels, if any, are recognized at the beginning of the quarter in which the transfers occur. In addition to using the above inputs in investment valuations, the Company applies the valuation policy approved by its Board that is consistent with ASC 820. Consistent with the valuation policy, the Company evaluates the source of inputs, including any markets in which its investments are trading (or any markets in which securities with similar attributes are trading), in determining fair value. When a security is valued based on prices provided by reputable dealers or pricing services (i.e., broker quotes), the Company subjects those prices to various criteria in making the determination as to whether a particular investment would qualify for treatment as a Level 2 or Level 3 investment. For example, we review pricing methodologies provided by dealers or pricing services in order to determine if observable market information is being used, versus unobservable inputs. Some additional factors considered include the number of prices obtained as well as an assessment as to their quality.

Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company’s investments may fluctuate from period to period. Additionally, the fair value of such investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that may ultimately be realized. Further, such investments are generally less liquid than publicly traded securities and may be subject to contractual and other restrictions on resale. If the Company were required to liquidate a portfolio investment in a forced or liquidation sale, it could realize amounts that are different from the amounts presented and such differences could be material.

In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the unrealized gains or losses reflected herein.

Financial and Derivative Instruments

The Company recognizes all derivative instruments as assets or liabilities at fair value in its consolidated financial statements. Derivative contracts entered into by the Company are not designated as hedging instruments, and as a result the Company presents changes in fair value through current period earnings.

In the normal course of business, the Company has commitments and risks resulting from its investment transactions, including those involving derivative instruments. Derivative instruments are measured in terms of the notional contract amount and derive their value based upon one or more underlying instruments. While the notional amount gives some indication of the Company’s volume of

derivative trading activity, it generally is not exchanged, but is only used as the basis on which interest and other payments are exchanged. Derivative instruments are subject to various risks similar to non-derivative instruments including market, credit, liquidity, and operational risks. The Company manages these risks on an aggregate basis as part of its risk management policies.

Foreign Currency

Foreign currency amounts are translated into U.S. dollars on the following basis:

•

market value of investments, other assets and liabilities: at the spot exchange rate on the last business day of the period; and

•

purchases and sales of investments, income and expenses: at the rates of exchange prevailing on the respective dates of such transactions, income or expenses.

Although net assets and fair values are presented based on the applicable foreign exchange rates described above, the Company does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in fair values of investments held. Such fluctuations are included with the net realized and unrealized gain or loss from investments.

Investments denominated in foreign currencies and foreign currency transactions may involve certain considerations and risks not typically associated with those of domestic origin, including unanticipated movements in the value of the foreign currency relative to the U.S. dollar.

Interest and Dividend Income Recognition

Interest income is recorded on an accrual basis and includes the amortization of discounts and premiums. Discounts and premiums to par value on securities purchased are amortized into interest income over the contractual life of the respective security using the effective yield method. The amortized cost of investments represents the original cost adjusted for the amortization of discounts and premiums, if any.

Loans are generally placed on non-accrual status when principal or interest payments are past due 30 days or more or when there is reasonable doubt that principal or interest will be collected in full. Accrued and unpaid interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest is paid current and, in management’s judgment, are likely to remain current. Management may determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection.

Dividend income on preferred equity securities is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly-traded portfolio companies.

Income Taxes

The Company has elected to be treated as a BDC under the 1940 Act. The Company also has elected to be treated as a RIC under the Code. So long as the Company maintains its status as a RIC, it will generally not pay corporate-level U.S. federal income or excise taxes on any ordinary income or capital gains that it distributes at least annually to its stockholders as dividends. As a result, any tax liability related to income earned and distributed by the Company represents obligations of the Company’s stockholders and will not be reflected in the consolidated financial statements of the Company.

The Company evaluates tax positions taken or expected to be taken in the course of preparing its financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reversed and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof.

New Accounting Pronouncements

In June 2013, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2013-08, Financial Services—Investment Companies (Topic 946): Amendments to the Scope, Measurement, and Disclosure Requirements (“ASU 2013-08”). ASU 2013-08 amends the criteria that define an investment company, clarifies the measurement guidance and requires certain additional disclosures. Public companies are required to apply ASU 2013-08 prospectively for interim and annual reporting periods beginning after December 15, 2013. The Company has evaluated the impact of the adoption of ASU 2013-08 on its financial statements and disclosures and determined the adoption of ASU 2013-08 will not have a material effect on the Company’s financial condition and results of operations.

3. Agreements and Related Party Transactions

Administration Agreement

On March 15, 2011, the Company entered into an Administration Agreement (the “Administration Agreement”) with the Adviser. Under the terms of the Administration Agreement, the Adviser provides administrative services to the Company. These services include providing office space, equipment and office services, maintaining financial records, preparing reports to stockholders and reports filed with the SEC, and managing the payment of expenses and the performance of administrative and professional services rendered by others. Certain of these services are reimbursable to the Adviser under the terms of the Administration Agreement.

For the three and six months ended June 30, 2013, the Company incurred expenses of $0.3 million and $0.6 million, respectively, for administrative services payable to the Adviser under the terms of the Administration Agreement. For the three and six months ended June 30, 2012, the Company incurred expenses of $0.2 million and $0.5 million, respectively, for administrative services payable to the Adviser under the terms of the Administration Agreement.

The Administration Agreement remains in effect until March 15, 2014, unless earlier terminated as described below, and may be extended subject to required approvals. The Administration Agreement may be terminated by either party without penalty upon at least 60 days’ written notice to the other party.

No person who is an officer, director or employee of the Adviser and who serves as a director of the Company receives any compensation from the Company for such services. However, the Company reimburses the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to the Company’s Chief Compliance Officer, Chief Financial Officer, and other professionals who spend time on such related activities (based on a percentage of time such individuals devote, on an estimated basis, to the business and affairs of the Company). Directors who are not affiliated with the Adviser receive compensation for their services and reimbursement of expenses incurred to attend meetings.

Advisory Agreement

On April 15, 2011, the Company entered into an Advisory Agreement (the “Advisory Agreement”) with the Adviser. The Advisory Agreement was subsequently amended on December 12, 2011. Under the terms of the Advisory Agreement, the Adviser will provide investment advisory services to the Company. The Adviser’s services under the Advisory Agreement are not exclusive, and the Adviser is free to furnish similar or other services to others so long as its services to the Company are not impaired. Under the terms of the Advisory Agreement, the Company will pay the Adviser a base management fee (the “Management Fee”) and may also pay certain incentive fees (the “Incentive Fee”).

The Management Fee is calculated at an annual rate of 1.5% based on the average value of the Company’s gross assets calculated using the values at the end of the two most recently completed calendar quarters, adjusted for any share issuances or repurchases during the period. Management Fees are payable quarterly in arrears and are prorated for any partial month or quarter.

For the three and six months ended June 30, 2013, Management Fees were $3.2 million and $6.3 million, respectively. For the three and six months ended June 30, 2012, Management Fees were $2.1 million and $3.6 million, respectively.

Until such time that the Company has an initial public offering of its Common Stock (an “IPO”), the Adviser has waived its right to receive the Management Fee in excess of the sum of (i) 0.25% of aggregate committed but undrawn capital; and, (ii) 0.75% of aggregate drawn capital (including capital drawn to pay Company expenses) as determined as of the end of any calendar quarter.

For the three and six months ended June 30, 2013, Management Fees of $1.7 million and $3.2 million, respectively, were waived. For the three and six months ended June 30, 2012, Management Fees of $0.9 million and $1.2 million, respectively, were waived.

The Incentive Fee consists of two parts, as follows:

(i)

The first component, payable at the end of each quarter in arrears, will equal 100% of the excess of pre-incentive fee net investment income in excess of a 1.5% quarterly hurdle rate until the Adviser has received 15% (17.5% subsequent to an IPO) of total net investment income for that quarter, and 15% (17.5% subsequent to an IPO) of all remaining pre-incentive fee net investment income for that quarter.

(ii)

The second component, payable at the end of each fiscal year in arrears, will, prior to an IPO, equal 15% of cumulative realized capital gains from the inception of the Company to the end of such fiscal year, less cumulative realized capital losses, unrealized capital depreciation and net of the aggregate amount of any previously paid capital gain incentive fees for prior periods (the “Capital Gains Fee”). Following an IPO, the Capital Gains Fee will equal a weighted percentage of the Company’s realized capital gains, if any, on a cumulative basis as between the inception of the Company to an IPO and from such IPO to the end of such fiscal year. The weighted percentage is intended to ensure that for each fiscal year following an IPO, the portion of the Company’s realized capital gains that accrued prior to an IPO will be subject to an incentive fee rate of 15% and the portion of the Company’s realized capital gains that accrued following an IPO will be subject to an incentive fee rate of 17.5%.

Notwithstanding the forgoing, if prior to an IPO, cumulative net realized losses from inception of the Company exceed the aggregate dollar amount of dividends paid by the Company through such date, the Adviser will forego the right to receive its quarterly incentive fee payments with respect to pre-incentive fee net investment income until such time that cumulative net realized losses are less than or equal to dividend payments.

The Company accrues Incentive Fees taking into account unrealized gains and losses; however, Section 205(b)(3) of the Investment Advisers Act of 1940, as amended, prohibits the Adviser from receiving the payment of fees until such gains are realized. There can be no assurance that such unrealized gains will be realized in the future.

For the three and six months ended June 30, 2013, Incentive Fees were $2.5 million and $5.2 million, respectively, of which $2.3 million and $4.7 million, respectively, were realized and payable to the Adviser. For the three and six months ended June 30, 2012, Incentive Fees were $1.4 million and $2.4 million, respectively, of which $1.2 million and $1.7 million, respectively, were realized and payable to the Adviser.

Unless earlier terminated, the Advisory Agreement will remain in effect until December 12, 2013, and may be extended subject to required approvals. The Advisory Agreement will automatically terminate in the event of an assignment and may be terminated by either party without penalty upon at least 60 days’ written notice to the other party.

From time to time, the Adviser may pay amounts owed by the Company to third-party providers of goods or services, including the Board and the Company will subsequently reimburse the Adviser for such amounts paid on its behalf. Amounts payable to the Adviser are settled in the normal course of business without formal payment terms. Expenses incurred by the Adviser on behalf of the Company for the three and six months ended June 30, 2013, were $1.3 million and $2.2 million, respectively. Expenses incurred by the Adviser on behalf of the Company for the three and six months ended June 30, 2012, were $0.7 million and $1.7 million, respectively.

4. Investments at Fair Value

Under the 1940 Act, the Company is required to separately identify non-controlled investments where it owns 5% or more of a portfolio company’s outstanding voting securities as investments in “affiliated” companies. In addition, under the 1940 Act, the Company is required to separately identify investments where it owns more than 25% of a portfolio company’s outstanding voting securities and/or had the power to exercise control over the management or policies of such portfolio company as investments in “controlled” companies. Detailed information with respect to the Company’s non-controlled, non-affiliated; non-controlled, affiliated; and controlled investments is contained in the accompanying consolidated financial statements, including the consolidated schedule of investments. The information in the tables below is presented on an aggregate portfolio basis, without regard to whether they are non-controlled, non-affiliated; non-controlled, affiliated; or controlled investments.

Investments at fair value consisted of the following at June 30, 2013 and December 31, 2012:


	June 30, 2013
	Amortized Cost (1)		Fair Value		Net Unrealized Gains (Losses)
Debt investments	$	773,038	$	785,740	$	12,702
Common equity		2,000		1,244		(756	)

Total Investments at Fair Value	$	775,038	$	786,984	$	11,946


	December 31, 2012
	Amortized Cost (1)		Fair Value		Net Unrealized Gains
Debt investments	$	642,421	$	651,944	$	9,523
Common equity		2,000		2,000		—

Total Investments at Fair Value	$	644,421	$	653,944	$	9,523

(1)	Amortized cost represents the original cost adjusted for the amortization of discounts or premiums, as applicable, on debt investments using the effective interest method.

The industry composition of Investments at fair value as of June 30, 2013 and December 31, 2012, is as follows:


	June 30, 2013			December 31, 2012
Aerospace and defense		7.0	%		8.6	%
Automotive		7.3	%		8.9	%
Beverage, food and tobacco		6.7	%		8.7	%
Business services		12.6	%		4.6	%
Capital equipment		3.4	%		11.0	%
Construction and building		6.6	%		8.2	%
Containers and packaging		6.0	%		—
Electronics		2.6	%		3.3	%
Environmental industries		0.7	%		0.7	%
Financial services		10.4	%		15.0	%
Healthcare and pharmaceutical		14.9	%		16.9	%
Hotel, gaming, and leisure		5.7	%		4.4	%
Human resource support services		6.6	%		2.3	%
Insurance		4.0	%		4.8	%
Manufacturing		3.3	%		—
Transportation		2.2	%		2.6	%

Total		100.0	%		100.0	%

The geographic composition of Investments at fair value as of June 30, 2013 and December 31, 2012, is as follows:


	June 30, 2013			December 31, 2012
United States
Midwest		12.0	%		18.8	%
Northeast		21.9	%		17.8	%
South		23.9	%		25.7	%
West		38.9	%		37.7	%
Europe		3.3	%		—

Total		100.0	%		100.0	%

5. Derivatives

Foreign Currency

The Company enters into foreign currency forward contracts from time to time to facilitate settlement of purchases and sales of investments denominated in foreign currencies or to help mitigate the impact that an adverse change in foreign exchange rates would have on the value of the Company’s investments denominated in foreign currencies. A foreign currency forward contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward rate. These contracts are marked-to-market by recognizing the difference between the contract exchange rate and the current market rate as unrealized appreciation or depreciation. Realized gains or losses are recognized when contracts are settled. The Company’s foreign currency forward contracts typically have terms of one month. The volume of open contracts at the end of each reporting period is reflective of the typical volume of transactions during each month. Risks may arise as a result of the potential inability of the counterparties to meet the terms of their contracts. The Company attempts to limit this risk by dealing with only creditworthy counterparties.

During the three and six months ended June 30, 2013, we entered into foreign currency forward contracts related to our investment in Jeeves Information Systems AB.

As of June 30, 2013, details of open foreign currency forward contracts were as follows:


Foreign Currency	Settlement Date		Amount and Transaction		USD Value at Settlement Date			USD Value at June 30, 2013			Unrealized Appreciation (Depreciation)
Swedish Kronor		July 2, 2013		178,500 sold	$	(27,088	)	$	(26,447	)	$	641
Swedish Kronor		July 2, 2013		16,648 sold		(2,545	)		(2,467	)		78
Swedish Kronor		July 2, 2013		195,148 purchased		28,969			28,913			(56	)
Swedish Kronor		August 7, 2013		195,148 sold		(28,945	)		(28,889	)		56

Total					$	(29,609	)	$	(28,890	)	$	719

There were no open foreign currency forward contracts as of December 31, 2012.

6. Fair Value of Financial Instruments

Financial Instruments Carried at Fair Value

The following tables present fair value measurements for Investments at fair value and foreign currency forward contracts based on the inputs used as of June 30, 2013 and December 31, 2012:


	Fair Value Hierarchy at June 30, 2013
	Level 1		Level 2		Level 3		Total
Debt investments	$	—	$	41,534	$	744,206	$	785,740
Common equity		—		—		1,244		1,244

Total Investments at Fair Value		—		41,534		745,450		786,984
Foreign currency forward contracts		—		719		—		719

Total	$	—	$	42,253	$	745,450	$	787,703


	Fair Value Hierarchy at December 31, 2012
	Level 1		Level 2		Level 3		Total
Debt investments	$	—	$	84,650	$	567,294	$	651,944
Common equity		—		—		2,000		2,000

Total Investments at Fair Value	$	—	$	84,650	$	569,294	$	653,944

The following tables present changes in Investments at fair value that use Level 3 inputs as of and for the three and six months ended June 30, 2013:


	As of and for the Three Months Ended June 30, 2013
	Debt Investments			Common Equity			Total
Balance, beginning of period	$	552,968		$	2,000		$	554,968
Purchases		179,024			—			179,024
Repayments / redemptions		(19,849	)		—			(19,849	)
Paid-in-kind interest		693			—			693
Net change in unrealized gains		497			(756	)		(259	)
Net realized losses		(190	)		—			(190	)
Net amortization of discount on securities		1,137			—			1,137
Transfers into Level 3		29,926			—			29,926

Balance, End of Period	$	744,206		$	1,244		$	745,450


	As of and for the Six Months Ended June 30, 2013
	Debt Investments			Common Equity			Total
Balance, beginning of period	$	567,294		$	2,000		$	569,294
Purchases		243,564			—			243,564
Proceeds from investments		(30,615	)		—			(30,615	)
Repayments / redemptions		(72,023	)		—			(72,023	)
Paid-in-kind interest		1,252			—			1,252
Net change in unrealized gains		2,075			(756	)		1,319
Net realized gains		142			—			142
Net amortization of discount on securities		2,591			—			2,591
Transfers into Level 3		29,926			—			29,926

Balance, End of Period	$	744,206		$	1,244		$	745,450

Consona Holdings, Inc. transferred into Level 3 during the three months ended June 30, 2013, as a result of changes in the observability of inputs into its valuation.

The following tables present changes in Investments at fair value that use Level 3 inputs as of and for the three and six months ended June 30, 2012:


	As of and for the Three Months Ended June 30, 2012
	Debt Investments			Preferred Equity/Mezzanine Investments			Total
Balance, beginning of period	$	300,954		$	9,500		$	310,454
Purchases, net		110,286			—			110,286
Proceeds from investments, net		(15,000	)		—			(15,000	)
Repayments		(3,261	)		—			(3,261	)
Paid-in-kind interest		492			—			492
Net change in unrealized gains		613			(450	)		163
Realized gains		80			—			80
Net amortization of discount on securities		434			—			434

Balance, End of Period	$	394,598		$	9,050		$	403,648


	As of and for the Six Months Ended June 30, 2012
	Debt Investments			Preferred Equity/Mezzanine Investments			Total
Balance, beginning of period	$	174,348		$	10,000		$	184,348
Purchases, net		298,940			(5	)		298,935
Proceeds from investments, net		(60,905	)		—			(60,905	)
Repayments		(7,404	)		—			(7,404	)
Paid-in-kind interest		581			—			581
Net change in unrealized gains		2,012			(945	)		1,067
Realized gains		522			—			522
Net amortization of discount on securities		674			—			674
Transfers out of Level 3		(14,170	)		—			(14,170	)

Balance, End of Period	$	394,598		$	9,050		$	403,648

Rare Restaurant Group, LLC transferred out of Level 3 during the three months ended March 31, 2012, as a result of changes in the observability of inputs into its valuation.

The following table presents information with respect to net change in unrealized appreciation or depreciation on Investments at fair value for which Level 3 inputs were used in determining fair value that are still held by the Company as of June 30, 2013 and 2012:


	Net Change in Unrealized Appreciation or Depreciation for the Six Months Ended June 30, 2013 on Investments Held at June 30, 2013			Net Change in Unrealized Appreciation or Depreciation for the Three Months Ended June 30, 2012 on Investments Held at June 30, 2012
Debt investments	$	4,243		$	2,012
Common equity		(756	)		—
Preferred equity/mezzanine investments		—			(945	)

Total	$	3,487		$	1,067

The following tables present the fair value of Level 3 Investments at fair value and the significant unobservable inputs used in the valuations as of June 30, 2013 and December 31, 2012:

June 30, 2013

Fair Value

Valuation Technique

Unobservable Input

Range (Weighted Average)

Impact to Valuation
from an Increase to
Input

Debt investments

744,206

Income Approach

Market Yield

5.94% — 12.19% (9.92%)

Decrease

Common equity

1,244

Market Approach

EBITDA Multiple

9.5x

Increase

December 31, 2012

Fair Value (1)

Valuation Technique

Unobservable Input

Range (Weighted Average)

Impact to Valuation
from an Increase to
Input

Debt investments

452,831

Income Approach

Market Yield

7.00% — 11.29%(9.84%)

Decrease

Common equity

2,000

Market Approach (2)

(1)	Excludes $114.5 million of debt investments which, due to the proximity of the transactions relative to the measurement date, were valued by using the value implied from such transactions.

(2)	Due to the proximity of the transaction relative to the measurement date, the value implied from the transaction is representative of the fair value for the investments as of December 31, 2012.

Financial Instruments Not Carried at Fair Value

Debt

The fair value of the Company’s debt, which is categorized as Level 3 within the fair value hierarchy, as of June 30, 2013 and December 31, 2012, approximates its carrying value as the outstanding balances are callable at carrying value.

Other Financial Assets and Liabilities

The carrying amounts of the Company’s financial assets and liabilities as of June 30, 2013 and December 31, 2012, other than investments at fair value, approximate fair value due to their short maturities or their close proximity of the originations to the measurement date. Under the fair value hierarchy, cash and cash equivalents are classified as Level 1 while the Company’s other assets and liabilities, other than investments at fair value and borrowings, are classified as Level 2.

7. Debt

In accordance with the 1940 Act, with certain limitations, the Company is allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, is at least 200% after such borrowing. As of June 30, 2013 and December 31, 2012, the Company’s asset coverage was 238.9% and 244.6%, respectively.

Debt obligations consisted of the following as of June 30, 2013 and December 31, 2012:


	June 30, 2013
	Total Facility		Borrowings Outstanding		Amount Available (1)
Revolving Credit Facility (DBTCA)	$	250,000	$	215,000	$	35,000
Revolving Credit Facility (Natixis)		100,000		76,473		4,827
Revolving Credit Facility (SunTrust)		200,000		87,500		112,500

Total Debt Obligations	$	550,000	$	378,973	$	152,327


	December 31, 2012
	Total Facility		Borrowings Outstanding		Amount Available (1)
Revolving Credit Facility (DBTCA)	$	250,000	$	165,000	$	85,000
Revolving Credit Facility (Natixis)		100,000		66,836		4,808
Revolving Credit Facility (SunTrust)		200,000		100,000		100,000

Total Debt Obligations	$	550,000	$	331,836	$	189,808

(1)	The amount available considers any limitations related to the respective debt facilities’ borrowing bases.

For the three and six months ended June 30, 2013 and 2012, the components of interest expense, average debt outstanding, and weighted average interest rate on borrowings were as follows:


	Three Months Ended						Six Months Ended
	June 30, 2013			June 30, 2012			June 30, 2013			June 30, 2012
Stated interest expense	$	1,533		$	620		$	2,868		$	1,120
Commitment fees		397			247			810			418
Amortization of debt issuance cost		499			295			1,001			538

Total Interest Expense	$	2,429		$	1,162		$	4,679		$	2,076

Average debt outstanding	$	218,987		$	84,188		$	203,571		$	76,100
Weighted average interest rate		2.8	%		2.9	%		2.8	%		2.9	%

Revolving Credit Facility (Natixis)

The Revolving Credit Facility (Natixis) is secured by a perfected first priority security interest in the assets of TPG SL SPV, LLC, a wholly-owned subsidiary of the Company (the “Subsidiary”) and on any payments received by the Subsidiary in respect of such assets and, as such, are not available to pay the debts of the Company. As of June 30, 2013 and December 31, 2012, the Subsidiary had $184.5 million and $163.8 million, respectively, in assets, including $163.3 million and $154.4 million, respectively, in investments, and $76.9 million and $67.3 million, respectively, in liabilities, including the outstanding borrowings, on its balance sheet. As of June 30, 2013 and December 31, 2012, the Subsidiary had $18.1 million and $4.3 million, respectively, in restricted cash, a component of Prepaid expenses and other assets, in the accompanying consolidated financial statements.

As of June 30, 2013 and December 31, 2012, the Company was in compliance with the terms of its debt arrangements.

Subsequent to June 30, 2013, the Company repaid a portion of its debt and borrowed additional amounts to fund investments. As of August 8, 2013, there was $272.3 million outstanding.

8. Commitments and Contingencies

Portfolio Company Commitments

From time to time, the Company may enter into commitments to fund investments. As of June 30, 2013 and December 31, 2012, the Company had the following commitments to fund investments:


	June 30, 2013		December 31, 2012
Senior secured revolving loan commitments	$	22,056	$	17,500
Senior secured term loan commitments		4,300		14,500

Total Portfolio Company Commitments	$	26,356	$	32,000

Other Commitments and Contingencies

As of June 30, 2013 and December 31, 2012, the Company had $1.5 billion and $1.4 billion, respectively, in total capital commitments from investors ($1.0 billion and $1.0 billion unfunded, respectively), of which $117.1 million and $114.1 million, respectively, is from the Adviser and its affiliates ($78.7 million and $76.6 million unfunded, respectively).

From time to time, the Company may become a party to certain legal proceedings incidental to the normal course of its business. As of June 30, 2013, management is not aware of any pending or threatened litigation.

9. Net Assets

The following tables summarize the total shares issued and proceeds received related to capital drawdowns delivered pursuant to the Subscription Agreements during the six months ended June 30, 2013 and 2012:


	Six Months Ended June 30, 2013
	Shares Issued		Proceeds Received
February 20, 2013		31,184	$	31,857

Total Capital Drawdowns		31,184	$	31,857


	Six Months Ended June 30, 2012
	Shares Issued		Proceeds Received
February 15, 2012		6,525	$	6,429
February 22, 2012		35,521		35,000
March 29, 2012		76,137		75,000
May 31, 2012		13,379		13,459
June 29, 2012 (1)		34,789		35,000

Total Capital Drawdowns		166,351	$	164,888

(1)	As of June 30, 2012, there were $2.9 million in capital drawdowns outstanding from investors. On July 13, 2012, all outstanding amounts had been received by the Company.

Pursuant to the Company’s dividend reinvestment plan, the following tables summarize the shares issued to investors who have not opted out of the Company’s dividend reinvestment plan during the six months ended June 30, 2013 and 2012:

Six Months Ended
June 30, 2013

Date Declared

Record Date

Date
Shares Issued

Shares Issued

December 31, 2012

March 12, 2013

5,159

March 31, 2013

May 7, 2013

6,550

Total Shares Issued

11,709

Six Months Ended
June 30, 2012

Date Declared

Record Date

Date
Shares Issued

Shares Issued

December 31, 2011

March 20, 2012

343

March 20, 2012

March 31, 2012

May 16, 2012

1,458

Total Shares Issued

1,801

The number of shares issued through the dividend reinvestment plan was determined by dividing the total dollar amount of the dividend payable to such investor by the net asset value per share of the Common Stock on the record date of the dividend. The Common Stock issued through the dividend reinvestment plan was rounded down to the nearest whole share to avoid the issuance of fractional shares, and fractional shares were paid in cash.

10. Dividends

The following tables summarize the dividends declared during the six months ended June 30, 2013 and 2012:

Six Months Ended
June 30, 2013

Date Declared

Record Date

Payment Date

Dividend per Share

March 12, 2013

March 31, 2013

May 6, 2013

25.49

June 30, 2013

July 31, 2013

26.47

Total

51.96

Six Months Ended
June 30, 2012

Date Declared

Record Date

Payment Date

Dividend per Share

March 20, 2012

March 31, 2012

May 7, 2012

10.51

May 9, 2012

June 30, 2012

August 3, 2012

21.50

Total

32.01

The dividends declared during the six months ended June 30, 2013 and 2012, were derived from net investment income, determined on a tax basis.

11. Income Taxes

Taxable income generally differs from Increase in Net Assets Resulting from Operations due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized gains or losses, as unrealized gains or losses are generally not included in taxable income until they are realized.

In general, the Company may make certain adjustments to the classification of stockholders’ equity as a result of permanent book-to-tax differences, which may include differences in the book and tax basis of certain assets and liabilities and nondeductible federal taxes or expenses, among other items. To the extent these differences are permanent, they are charged or credited to Additional Paid-in Capital or Accumulated Net Investment Income, as appropriate, in the period that the differences arise. These adjustments have no effect on the Company’s net assets or results of operations.

We neither have any uncertain tax positions that met the recognition or measurement criteria of ASC 740-10-25, Income Taxes, nor did we have any unrecognized tax benefits as of the periods presented herein. Although we file federal and state tax returns, our primary tax jurisdiction is federal. Our inception-to-date taxable years remain subject to examination by the Internal Revenue Service as well as the respective state and local tax authorities.

The tax basis of the Company’s investments as of June 30, 2013 and December 31, 2012, approximates their amortized cost.

12. Financial Highlights

The following per share data and ratios have been derived from information provided in the consolidated financial statements. The following are the financial highlights for a share of Common Stock outstanding during the three months ended June 30, 2013 and 2012.


	Six Months Ended
	June 30, 2013			June 30, 2012
Per Share Data
Net asset value, beginning of period	$	1,012.93		$	980.51
Net investment income (1)		51.72			36.97
Net unrealized and realized gains (1)		6.62			9.39

Total from investment operations		58.34			46.36
Dividends declared (2)		(51.96	)		(32.01	)

Total increase in net assets		6.38			14.35

Net Asset Value, End of Period	$	1,019.31		$	994.86

Shares Outstanding, End of Period		516,571			344,685

Total Return (3) (4)		5.8	%		4.7	%

Ratios / Supplemental Data
Ratio of net expenses to average net assets (4)		3.1	%		3.4	%
Ratio of net investment income to average net assets (4)		5.1	%		3.4	%
Net assets, end of period	$	526,547		$	342,912
Weighted-average shares outstanding		501,229			249,364
Total committed capital, end of period (5)	$	1,500,000		$	1,314,664
Ratio of total contributed capital to total committed capital, end of period		32.8	%		25.7	%
Year of formation		2010			2010

(1)	The per share data was derived by using the weighted average shares outstanding during the period.

(2)	The per share data was derived by using the actual shares outstanding at the date of the relevant transactions.

(3)	Total return is calculated as the change in net asset value per share during the period plus declared dividends per share, divided by the beginning net asset value per share.

(4)	Not annualized.

(5)	Amount includes $117.1 million and $98.4 million of commitments from the Adviser and its affiliates as of June 30, 2013 and 2012, respectively.

13. Subsequent Events

Revolving Credit Facility (SunTrust)

On July 2, 2013, the Company entered into an agreement to amend and restate the Revolving Credit Facility (SunTrust). The amended and restated facility became effective on July 3, 2013. The amended and restated facility, among other things, (a) increased the size of the facility from $200 million to $350 million; (b) increased the limit for swingline loans from $30 million to $50 million; (c) extended the expiration of the revolving period from August 24, 2015 to June 30, 2017, during which period the Company, subject to certain conditions, may make borrowings under the facility; (d) extended the stated maturity date from August 23, 2016 to July 2, 2018; (e) modified pricing; and, (f) increased advance rates for certain types of investments used in determining the borrowing base.

The amended and restated facility also reduced the fee rate on undrawn commitment amounts from 0.500% to 0.375% per annum. The amended and restated facility continues to be guaranteed by certain subsidiaries of the Company and secured by a perfected first-priority security interest in substantially all the portfolio investments held by the Company and each guarantor.

The amended and restated facility includes an uncommitted accordion feature that allows the Company, under certain circumstances, to increase the size of the facility to a maximum of $550 million.

Prior to the amendment, the revolving credit facility contained a covenant restricting the Company from incurring secured debt (other than the facility and any capital call facility) in excess of 40% of the total assets of the Company. The amended and restated facility removes this covenant. The amended and restated facility continues to include customary covenants, including certain financial covenants related to asset coverage and liquidity and other maintenance covenants, as well as customary events of default.

Revolving Credit Facility (Natixis)

On July 17, 2013, the Company’s wholly-owned subsidiary TPG SL SPV, LLC amended the Revolving Credit Facility (Natixis). The amendment modified the matrix table used in connection with managing the various benchmarks and compliance with the collateral quality tests. The amended matrix includes additional options which may be selected from while managing the facility.

Revolving Credit Facility (DBTCA)

During July 2013, the Company delivered notices to Deutsche Bank Trust Company Americas to permanently reduce the commitment of the Company’s Revolving Credit Facility (DBTCA) from $250 million to $100 million. The elective reduction was made in anticipation of the facility expiring in December 2013 and does not have a significant effect on the Company’s liquidity as (i) the Company’s borrowings are limited by the 1940 Act’s asset coverage requirement; and (ii) there is adequate availability under the Company’s other credit facilities.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The information contained in this section should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this report. This discussion also should be read in conjunction with the “Cautionary Statement Regarding Forward Looking Statements” set forth on page 3 of this Quarterly Report on Form 10-Q.

OVERVIEW

We were incorporated under the laws of the State of Delaware on July 21, 2010. We elected to be treated as a business development company under the 1940 Act, and have elected to be treated as a regulated investment company (“RIC”) for U.S. federal income tax purposes. As such, we are required to comply with various statutory and regulatory requirements, such as the requirement to invest at least 70% of our assets in “qualifying assets,” source of income limitations, asset diversification requirements, and the requirement to distribute annually at least 90% of our taxable income and tax-exempt interest.

PORTFOLIO INVESTMENT ACTIVITY

Our investment activity for the three months ended June 30, 2013 and 2012, is presented below (information presented herein is at amortized cost unless otherwise indicated):


($ in millions)	Three Months Ended June 30, 2013		Three Months Ended June 30, 2012
Principal amount of investments funded (1):
Senior term debt	$	169.1	$	113.1
Senior secured revolving loan		13.6		—
Corporate bonds		—		3.0

Total	$	182.7	$	116.1

New investment commitments (2):
Portfolio companies	$	5.0	$	10.0
Average Total Investment in New Portfolio Companies (3):	$	34.8	$	15.8

(1)	Amount of investments originally funded includes amounts originally funded on term loans and revolving credit facilities, but not amounts subsequently repaid by borrowers in the period.

(2)	New investment commitments include new agreements to fund revolving credit facilities and term loans not funded at closing.

(3)	“Average Total Investment in New Portfolio Companies” is computed as the average of all debt and equity investments made during the period, including investment commitments not yet funded.

The weighted average yields at fair value and amortized cost of the following portions of our portfolio as of June 30, 2013 and December 31, 2012, were as follows:


	June 30, 2013						December 31, 2012
	Fair Value			Amortized Cost			Fair Value			Amortized Cost
Senior term debt		10.4	%		10.6	%		10.6	%		10.7	%
Corporate bonds		10.4	%		10.9	%		11.0	%		11.0	%
Debt and income producing securities		10.4	%		10.6	%		10.6	%		10.7	%

RESULTS OF OPERATIONS

The primary driver of change between the results of our operations for the three and six months ended June 30, 2013 versus the comparable periods in 2012 is related to our investing and other related business activities as we continued to establish our business and deploy our available capital.

Investment Income

We generate revenues in the form of interest income from the debt securities we hold and dividends on either direct equity investments or equity interests obtained in connection with originating loans, such as options, warrants or conversion rights. In addition, we generate revenue in various forms, including commitment, loan origination, syndication, and prepayment fees. Certain of these fees are capitalized and amortized as additional interest income over the life of the related investment.

Investment income for the three and six months ended June 30, 2013, was $20.9 million and $41.7 million, respectively, which consisted of $19.9 million and $40.5 million, respectively, in interest income and $1.1 million and $1.3, respectively, in other income from non-controlled, non-affiliated investments.

Investment income for the three and six months ended June 30, 2012, was $11.3 million and $18.3 million, respectively, which consisted of $11.2 million and $18.1 million, respectively, in interest income and $0.1 million and $0.2 million, respectively, in other income. Investment income from non-controlled, non-affiliated investments was $10.4 million and $16.5 million, respectively, while investment income from non-controlled, affiliated investments was $0.9 million and $1.8 million, respectively.

Expenses

Our primary operating expenses include the payment of the Management Fee and, depending on our operating results, the Incentive Fee, expenses reimbursable under the Administration Agreement and the Advisory Agreement, and other direct expenses that we incur, such as compensation to our Board and interest payable for borrowings. The Management Fee and Incentive Fee compensate our Adviser for work in identifying, evaluating, negotiating, closing, monitoring, and realizing our investments. Under the terms of the Administration Agreement, our Adviser provides administrative services to us. These services include providing office space, equipment and office services, maintaining financial records, preparing reports to stockholders and reports filed with the SEC, and managing the payment of expenses and the performance of administrative and professional services rendered by others. Certain of these services are reimbursable to our Adviser under the terms of the Administration Agreement. We bear all other costs and expenses of our operations and transactions.

Net expenses for the three and six months ended June 30, 2013 were $8.1 million and $15.8 million, respectively, which consisted of $2.4 million and $4.7 million, respectively, of interest expense, $1.5 million and $3.1 million, respectively, in Management Fees (net of waivers), $2.5 million and $5.2 million, respectively, in Incentive Fees, $0.9 million and $1.5 million, respectively, in professional fees, $0.1 million and $0.1 million, respectively, in directors’ fees, and $0.6 million and $1.2 million, respectively, in other general and administrative expenses.

Net expenses for the three and six months ended June 30, 2012, were $4.7 million and $9.1 million, respectively, which consisted of $1.2 million and $2.1 million, respectively, of interest expense, $1.2 million and $2.4 million, respectively, in Management Fees (net of waivers), $1.4 million and $2.4 million, respectively, in Incentive Fees, $0.5 million and $1.4 million, respectively, in professional fees, $0.1 million and $0.1 million, respectively, in directors’ fees, and $0.3 million and $0.7 million, respectively, in other general and administrative expenses.

Income Tax Expense, Including Excise Tax

We have elected to be treated as a RIC under Subchapter M of the Code and we intend to operate in a manner so as to continue to qualify for the tax treatment applicable to RICs. To qualify as a RIC, we must, among other things, distribute to our stockholders generally at least 90% of our investment company taxable income, as defined by the Code, for each taxable year. In order to maintain our RIC status, we, among other things, have made and intend to continue to make the requisite distributions to our stockholders which will generally relieve us from U.S. federal income taxes.

Depending on the level of taxable income earned in a tax year, we may choose to carry forward taxable income in excess of current year dividend distributions from such current year taxable income into the next tax year and pay a 4% excise tax on such income, as required. To the extent that we determine that our estimated current year annual taxable income will be in excess of estimated current year dividend distributions from such income, we accrue excise tax on estimated excess taxable income. For the three months ended June 30, 2013, we did not incur any U.S. federal excise tax. For the six months ended June 30, 2013, a net expense of $4 thousand was recorded for U.S. federal excise tax. For the three and six months ended June 30, 2012, we did not incur any U.S. federal excise tax.

Net Change in Unrealized Gains/Losses

We value our investments quarterly and any changes in fair value are recorded as unrealized gains or losses.

During the three and six months ended June 30, 2013 and 2012, the net change in unrealized gains (losses) on our investment portfolio was comprised of the following:


	Three Months Ended						Six Months Ended
($ in millions)	June 30, 2013			June 30, 2012			June 30, 2013			June 30, 2012
Change in unrealized gains	$	5.0		$	1.5		$	8.5		$	2.4
Change in unrealized losses		(3.9	)		(3.1	)		(5.4	)		(1.2	)

Net Change in Unrealized Gains (Losses)	$	1.1		$	(1.6	)	$	3.1		$	1.2

The net change in unrealized gains (losses) for the three and six months ended June 30, 2013 and 2012, consisted of the following:


	Three Months Ended						Six Months Ended
($ in millions)	June 30, 2013			June 30, 2012			June 30, 2013			June 30, 2012
Actian Corporation	$	(0.3	)	$	—		$	(0.3	)	$	—
AFS Technologies, Inc.		(0.1	)		(0.8	)		0.1			(1.0	)
Centaur, LLC.		(0.1	)		—			0.2			—
Center Cut Hospitality, Inc.		—			0.1			—			0.2
Checkers Drive-In Restaurants, Inc.		—			—			0.3			—
Consona Holdings, Inc.		(0.3	)		—			(0.2	)		—
Ecommerce Industries, Inc.		(0.2	)		(0.1	)		(0.1	)		(0.1	)
Embarcadero Technologies, Inc.		0.1			—			0.8			—
eResearch Technology, Inc.		—			—			(0.6	)		—
Federal Signal Corporation		—			1.1			(2.2	)		1.1
Heartland Automotive, LLC		0.2			—			0.4			—
Infogix, Inc.		—			—			0.3			—
Intelident Solutions, Inc.		(0.1	)		—			(0.1	)		—
International Equipment Solutions, Inc.		—			—			0.1			—
Jeeves Information Systems AB.		(0.8	)		—			(0.8	)		—
Mandalay Baseball Properties, LLC		0.6			—			0.8			—
Mannington Mills, Inc.		1.6			(0.2	)		1.9			0.2
Mediware Information Systems, Inc.		0.1			—			0.5			—
MSC Software Corporation		(0.1	)		(0.1	)		0.2			0.2
The Newark Group, Inc.		(0.4	)		—			0.2			—
Pai Group, Inc.		(0.2	)		—			(0.2	)		—
Rare Restaurant Group, LLC.		—			(1.7	)		—			0.2
Rogue Wave Holdings, Inc.		(0.1	)		0.2			0.1			0.1
Sage Automotive Interiors, Inc.		0.3			—			0.2			—
Solarsoft, LP (f/k/a CMS-XKO Holding Company, LP)		—			0.1			—			0.4
SRS Software, LLC.		(1.1	)		—			(0.9	)		—
SumTotal Systems, LLC.		(0.1	)		—			0.1			—
Synagro Technologies, Inc.		0.9			—			1.0			—
Teletrac, Inc.		0.5			—			0.6			—
Vivint, Inc.		—			(0.2	)		—			(0.1	)

Subtotal		0.4			(1.6	)		2.4			1.2

Foreign currency forward contracts		0.7			—			0.7			—

Net Change in Unrealized Gains (Losses)	$	1.1		$	(1.6	)	$	3.1		$	1.2

Net Realized Gains/Losses

During the three and six months ended June 30, 2013 and 2012, realized gains (losses) consisted of the following:


	Three Months Ended					Six Months Ended
($ in millions)	June 30, 2013			June 30, 2012		June 30, 2013		June 30, 2012
Centaur, LLC	$	—		$	—	$	0.1	$	—
Checkers Drive-In Restaurants, Inc.		0.3			—		0.3		—
Embarcadero Technologies, Inc.		—			—		0.1		—
Mannington Mills, Inc.		—			—		—		0.4
The Newark Group, Inc.		(0.2	)		—		—		—
Rare Restaurant Group, LLC.		—			2.6		—		2.6
Rogue Wave Holdings, Inc.		—			0.1		—		0.1

Subtotal		0.1			2.7		0.5		3.1

Foreign currency forward contracts		0.1			—		0.1		—

Net Realized Gains	$	0.2		$	2.7	$	0.6	$	3.1

Hedging

We may, but are not required to, enter into interest rate, foreign exchange or other derivative agreements to hedge interest rate, currency, credit or other risks, but we do not generally intend to enter into any such derivative agreements for speculative purposes. Any derivative agreements entered into for speculative purposes are not expected to be material to our business or results of operations. These hedging activities, which will be in compliance with applicable legal and regulatory requirements, may include the use of various instruments, including futures, options and forward contracts. We will bear the costs incurred in connection with entering into, administering and settling any such derivative contracts. There can be no assurance any hedging strategy we employ will be successful.

During the three and six months ended June 30, 2013, we entered into foreign currency forward contracts related to our investment in Jeeves Information Systems AB. Other than the foreign currency forward contracts, we did not enter into any other interest rate or other derivative agreements.

The foreign currency forward contracts are intended to help mitigate the impact that an adverse change in foreign exchange rates would have on the value of the Company’s investments denominated in foreign currencies. A foreign currency forward contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward rate. These contracts are marked-to-market by recognizing the difference between the contract exchange rate and the current market rate as unrealized appreciation or depreciation. Realized gains or losses are recognized when contracts are settled. The Company’s foreign currency forward contracts typically have terms of one month. The volume of open contracts at the end of each reporting period is reflective of the typical volume of transactions during each calendar quarter. Risks may arise as a result of the potential inability of the counterparties to meet the terms of their contracts. The Company attempts to limit this risk by dealing with only creditworthy counterparties.

During the three and six months ended June 30, 2012, we did not enter into any interest rate, foreign exchange or other derivative agreements.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 2013, we had $111.5 million in cash and cash equivalents on hand, a decrease of $50.3 million from December 31, 2012. The decrease was primarily attributable to investments made during the period. The primary uses of our cash and cash equivalents are for (1) investments in portfolio companies and other investments and to comply with certain portfolio diversification requirements; (2) the cost of operations (including paying our Adviser); (3) debt service, repayment, and other financing costs; and, (4) cash distributions to the holders of our shares.

We expect to generate additional cash from (1) operations; (2) future offerings of our common or preferred shares; and, (3) borrowings from banks or other lenders.

Cash and cash equivalents on hand as of June 30, 2013, combined with our uncalled capital commitments of $1.0 billion, is expected to be sufficient for our investing activities and to conduct our operations for the foreseeable future.

Capital Share Activity

During the six months ended June 30, 2013, we entered into subscription agreements (collectively, the “Subscription Agreements”) with several investors, including our Adviser, providing for the private placement of our Common Stock. The subscriptions agreements brought our total capital commitments to $1.5 billion ($117.1 million from the Adviser and its affiliates), the maximum agreed to with our investors. Offering costs associated with the private placements were absorbed by the Adviser. Under the terms of the Subscription Agreements, investors are required to fund drawdowns to purchase our Common Stock up to the amount of their respective capital commitments on an as-needed basis, with a minimum of 10 business days’ prior notice.

As of June 30, 2013 and December 31, 2012, we had $1.5 billion and $1.4 billion, respectively, in total capital commitments from investors ($1.0 billion and $1.0 billion unfunded, respectively), of which $117.1 million and $114.1 million, respectively, is from the Adviser and its affiliates ($78.7 million and $76.6 million unfunded, respectively).

During the three months ended June 30, 2013, we did not deliver any drawdown notices to our investors. During the six months ended June 30, 2013, we delivered drawdown notices to our investors relating to the issuance of 31,184 shares of our Common Stock for aggregate offering proceeds of $31.9 million. See Note 9 to our consolidated financial statements for the dates and amounts of our drawdowns. Proceeds from the issuances were used in our investing activities and for other general corporate purposes.

In addition to the drawdown noted above, during the six months ended June 30, 2013, we issued 11,709 shares of our Common Stock, respectively, to investors who have not opted out of our dividend reinvestment plan. During the six months ended June 30, 2012, we issued 1,801 shares of our Common Stock, respectively, to investors who have not opted out of our dividend reinvestment plan.

The number of shares issued through the dividend reinvestment plan was determined by dividing the total dollar amount of the dividend payable to such investor by the net asset value per share of our Common Stock as the declaration dates of the dividends. The Common Stock issued through the dividend reinvestment plan was rounded down to the nearest whole share to avoid the issuance of fractional shares, and fractional shares were paid in cash.

Debt

Debt obligations consisted of the following as of June 30, 2013 and December 31, 2012:


	June 30, 2013
($ in millions)	Total Facility		Borrowings Outstanding		Amount Available (1)
Revolving Credit Facility (DBTCA)	$	250.0	$	215.0	$	35.0
Revolving Credit Facility (Natixis)		100.0		76.5		4.8
Revolving Credit Facility (SunTrust)		200.0		87.5		112.5

Total Debt Obligations	$	550.0	$	379.0	$	152.3


	December 31, 2012
($ in millions)	Total Facility		Borrowings Outstanding		Amount Available (1)
Revolving Credit Facility (DBTCA)	$	250.0	$	165.0	$	85.0
Revolving Credit Facility (Natixis)		100.0		66.8		4.8
Revolving Credit Facility (SunTrust)		200.0		100.0		100.0

Total Debt Obligations	$	550.0	$	331.8	$	189.8

As of June 30, 2013 and December 31, 2012, we were in compliance with the terms of our debt arrangements. We intend to continue to utilize our credit facilities to fund investments and for other general corporate purposes.

See Recent Developments below for a summary of recent events related to our revolving credit facilities.

OFF BALANCE SHEET ARRANGEMENTS

Information on our capital commitments from investors and commitments to fund investments is contained in Note 8 to our consolidated financial statements.

CONTRACTUAL OBLIGATIONS

A summary of our contractual payment obligations as of June 30, 2013 is as follows:


	Payments Due by Period
($ in millions)	Total		Less than 1 year		1-3 years		3-5 years		After 5 years
Revolving Credit Facility (DBTCA)	$	215.0	$	215.0	$	—	$	—	$	—
Revolving Credit Facility (Natixis)		76.5		—		—		—		76.5
Revolving Credit Facility (SunTrust)		87.5		—		—		87.5		—

Total Contractual Obligations	$	379.0	$	215.0	$	—	$	87.5	$	76.5

In addition to the contractual payment obligations in the tables above, we also have commitments to fund investments. See Note 8 to our consolidated financial statements.

RECENT DEVELOPMENTS

Revolving Credit Facility (SunTrust)

The amended and restated facility includes an uncommitted accordion feature that allows the Company, under certain circumstances, to increase the size of the facility to a maximum of $550 million.

Revolving Credit Facility (Natixis)

Revolving Credit Facility (DBTCA)

CRITICAL ACCOUNTING POLICIES

The preparation of our consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. Changes in the economic environment, financial markets, and any other parameters used in determining such estimates could cause actual results to differ. Our critical accounting policies, including those relating to the valuation of our investment portfolio, are described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, which was filed with the SEC on March 15, 2013.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are subject to financial market risks, including valuation risk and interest rate risk. We currently do not hedge our exposure to these risks.

Valuation Risk

We have invested, and plan to continue to invest, primarily in illiquid debt and equity securities of private companies. Most of our investments will not have a readily available market price, and we will value these investments at fair value as determined in good faith by our Board in accordance with our valuation policy. There is no single standard for determining fair value in good faith. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments we make. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we may realize amounts that are different from the amounts presented and such differences could be material. See Note 2 to our consolidated financial statements, for more details on estimates and judgments made by us in connection with the valuation of our investments.

Interest Rate Risk

Interest rate sensitivity refers to the change in earnings that may result from changes in the level of interest rates. We also fund portions of our investments with borrowings, and at such time, our net investment income are affected by the difference between the rate at which we invest and the rate at which we borrow. Accordingly, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.

As of June 30, 2013, the majority of the investments at fair value in our portfolio were at variable rates. Our credit facilities also bear interest at floating rates.

We regularly measure our exposure to interest rate risk. We assess interest rate risk and manage our interest rate exposure on an ongoing basis by comparing our interest rate-sensitive assets to our interest rate-sensitive liabilities. Based on that review, we determine whether or not any hedging transactions are necessary to mitigate exposure to changes in interest rates.

Based on our balance sheet as of June 30, 2013, the following table shows the impact on net income for the three months ended June 30, 2013, of base rate changes in interest rates (considering interest rate floors and ceilings for variable rate instruments) assuming no changes in our investment and borrowing structure:


($ in millions) Basis Point Change	Interest Income			Interest Expense			Net Income
Up 300 basis points	$	5.5		$	1.7		$	3.8
Up 200 basis points	$	3.7		$	1.1		$	2.6
Up 100 basis points	$	1.8		$	0.6		$	1.2
Down 100 basis points	$	(0.1	)	$	(0.2	)	$	0.1
Down 200 basis points	$	(0.2	)	$	(0.3	)	$	0.1
Down 300 basis points	$	—		$	(0.3	)	$	0.3

Item 4. Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15 under the Securities Exchange Act of 1934). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our current disclosure controls and procedures are effective in timely alerting them to material information relating to us that is required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934.

There have been no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under loans to or other contracts with our portfolio companies. We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us.

Item 1A. Risk Factors

There have been no material changes to the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2012, which was filed with the SEC on March 15, 2013.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Sales of unregistered securities

None.

Issuer purchases of equity securities

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

Item 6. Exhibits.

(a) Exhibits.


10.1		Amendment No. 1 dated July 17, 2013 to Revolving Credit and Security Agreement, dated May 8, 2012, among TPG SL SPV, LLC, as Borrower, the Lenders from Time to Time Parties Hereto, Natixis, New York Branch, as Facility Agent and The Bank of New York Mellon Trust Company, N.A., as Collateral Agent.

31.1		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32		Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	TPG SPECIALTY LENDING, INC.

Date: August 9, 2013	By:	/s/ Michael Fishman
		Michael Fishman
		Chief Executive Officer

Date: August 9, 2013	By:	/s/ John E. Viola
		John E. Viola
		Chief Financial Officer