PRELIMINARY COPY — SUBJECT TO COMPLETION, DATED JULY 8, 2016
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Check the appropriate box:

TICC Capital Corp.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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PRELIMINARY COPY — SUBJECT TO COMPLETION, DATED JULY 8, 2016
TICC CAPITAL CORP.
8 Sound Shore Drive, Suite 255
Greenwich, Connecticut 06830

September 3, 2015[         ], 2016

Dear Stockholder:

You are cordially invited to attend the Special2016 Annual Meeting (the “Annual Meeting”) of Stockholders (the “Special Meeting”) of TICC Capital Corp. (the(“TICC” or the “Company”) to be held on October 27, 2015[           ], 2016 at 10:00 a.m., Eastern Time, at the offices of Sutherland Asbill & Brennan LLP located at 1114 Avenue of the Americas, 40th40^th Floor, New York, New York 10036.

The members Stockholders of record of TICC Management, LLC (the “Adviser”),at the investment adviserclose of business on [         ], 2016 are entitled to the Company, have entered into a purchase agreement with an affiliatenotice of, Benefit Street Partners L.L.C. (“BSP”), pursuant to which BSP will acquire control of the Adviser (the “Transaction”). The Transaction would result in a change in control of the Adviser, and as a result, an assignment and subsequent termination of the current investment advisory agreement, dated July 1, 2011, between the Company and the Adviser (the “Existing Advisory Agreement”) in accordance with the Investment Company Act of 1940, as amended (the “1940 Act”).

The stockholders of the Company are being asked to approve a new investment advisory agreement between the Company and the Adviser (the “New Advisory Agreement”). As described in the accompanying Proxy Statement, all material terms of the Existing Advisory Agreement and the New Advisory Agreement will remain unchanged except for a decrease in the base management fee payable under the New Advisory Agreement. The 1940 Act requires that a new investment advisory agreement be approved by both a majority of an investment company’s “non-interested” directors and “a majority of the outstanding voting securities,” as such terms are defined under the 1940 Act.The Company’s Board of Directors, including a majority of non-interested directors, has approved the New Advisory Agreement and believes it to be in the best interests of the Company and its stockholders. If approved by the required majority of the Company’s stockholders, the New Advisory Agreement will become effective upon the closing of the Transaction, which is expected to occur as soon as practicable following the Special Meeting. This proposal is explained more fully in the attached Proxy Statement.

In addition, the Company’s stockholders are being asked to vote on the election of the six director nominees named in the accompanying Proxy Statement. At the closing of the Transaction, the Company’s two current interested directors, Jonathan H. Cohen and Charles M. Royce, would resign from the Board of Directors and would be replaced by two interested directors affiliated with BSP if they are elected at, the Special Meeting. As a result, upon the closingAnnual Meeting or any adjournment or postponement thereof. Details of the Transaction, the Company’s Board of Directors would consist of seven non-interested directors and two interested directors. Therefore, the Company would satisfy the 75% non-interested director requirement under Section 15(f) of the 1940 Act upon the closing of the Transaction. For additional information regarding whether the parties to the Transaction will satisfy the other requirements of Section 15(f) of the 1940 Act, please see the attached Proxy Statement. In addition, upon the consummation of the Transaction, the executive officers of the Company and the investment committee of the Adviser will resign and will be replaced with certain individuals affiliated with BSP.

Following the completion of the Transaction, the Company’s name will change to Benefit Street Capital Corp. and the Company will continue to be a business development company, however, you will still own the same amount and type of shares in the same Company. The shares of common stock of the Company will continue to be listed on the NASDAQ Global Select Market, although the ticker symbol will change upon the change in the name of the Company to Benefit Street Capital Corp. Further details regarding the business to be conducted at the SpecialAnnual Meeting are more fully describedprovided in the accompanying Notice of SpecialAnnual Meeting and Proxy Statement.2016 proxy statement. This proxy statement was first sent to stockholders on or about [         ], 2016.

Your vote will be especially important at the Annual Meeting. As you may have heard, TPG Specialty Lending, Inc., together with certain of its affiliates (collectively, “TSLX”), has nominated one individual to become a member of TICC’s Board of Directors and introduced a binding proposal to terminate the Investment Advisory Agreement, dated as of July 1, 2011, by and between TICC and TICC Management, LLC (the “Investment Advisory Agreement”). In addition, NexPoint Advisors, L.P., together with certain of its affiliates (collectively, “NexPoint”), has notified the Company that NexPoint intends to nominate one individual to become a member of TICC’s Board of Directors. You may receive a proxy statement, a proxy card and other solicitation materials from each of TSLX and NexPoint. The Company is not responsible for the accuracy or completeness of any information provided by or relating to TSLX, NexPoint or their respective director nominees contained in the solicitation materials filed or disseminated by or on behalf of TSLX or NexPoint or any other statements that TSLX, NexPoint or their respective director nominees may make.

TICC’s Board of Directors unanimously recommends that you vote FOR the election of Tonia L. Pankopf, the nominee proposed by TICC’s Board of Directors, and AGAINST the binding proposal to terminate the Company’s Investment Advisory Agreement. TICC’s Board of Directors, including all the independent directors, strongly urges you NOT to sign or return any proxy card sent to you by or on behalf of TSLX or NexPoint. If you have previously submitted a proxy card sent to you by or on behalf of TSLX or NexPoint, you can revoke that proxy card and vote for TICC’s Board of Directors’ nominee and on the other matters to be voted on at the Annual Meeting by using the enclosed WHITE proxy card or voting by Internet, telephone or mail.

It is very important that your shares be represented at the SpecialAnnual Meeting. IfWhether or not you are unableplan to attend, we hope you will vote as soon as possible. You may vote over the Internet, as well as by telephone, or by mailing a proxy or voting instruction form. Returning the proxy or voting by Internet or telephone does not deprive you of your right to attend the SpecialAnnual Meeting in person, I urge youand to complete, date and sign the enclosed proxy card and promptly return it in the envelope provided, vote your shares by telephone, or vote viain person.

We look forward to seeing you at the Internet.Annual Meeting. Your vote is important.and participation, no matter how many or how few shares you own, are very important to us.

Sincerely yours,
Jonathan H. Cohen
Chief Executive Officer

		Sincerely yours,
		Jonathan H. Cohen Chief Executive Officer

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Important Notice Regarding the Availability of Proxy Materials for the SpecialAnnual Meeting of
Stockholders to Be Held on October 27, 2015.[           ], 2016.

Our proxy statement relating toand annual report on Form 10-K for the Special Meeting isyear ended December 31, 2015 are available on the Internet atwww.edocumentview.com/TICCwww.viewproxy.com/ticc/2016/.

The following information applicable to the SpecialAnnual Meeting may be found in the proxy statement and accompanying proxy card:

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PRELIMINARY COPY — SUBJECT TO COMPLETION, DATED JULY 8, 2016
TICC CAPITAL CORP.
8 Sound Shore Drive, Suite 255
Greenwich, Connecticut 06830
(203) 983-5275

 

NOTICE OF SPECIAL2016 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 27, 2015

To be Held at the Offices of
Sutherland Asbill & Brennan LLP
1114 Avenue of the Americas, 40^th Floor
New York, New York 10036
 

To the Stockholders of TICC Capital Corp.:

The Special2016 Annual Meeting (the “Annual Meeting”) of Stockholders (the “Special Meeting”) of TICC Capital Corp. (the(“TICC” or the “Company”) will be held at the offices of Sutherland Asbill & Brennan LLP located at 1114 Avenue of the Americas, 40th40^th Floor, New York, New York 10036, on October 27, 2015,[           ], 2016, at 10:00 a.m., Eastern Time, forTime. At the following purposes:

As discussed in more detail in the enclosed Proxy Statement, the members of TICC Management, LLC (the “Adviser”), the investment adviser to the Company, have entered into a purchase agreement with an affiliate of Benefit Street Partners L.L.C. (“BSP”), pursuant to which BSPAnnual Meeting, stockholders will acquire control of the Adviser (the “Transaction”). The Transaction will result in a change in control of the Adviser,consider and as a result, an assignment and subsequent termination of the current investment advisory agreement, dated July 1, 2011, between the Company and the Adviser (the “Existing Advisory Agreement”) in accordance with the Investment Company Act of 1940, as amended (the “1940 Act”). The stockholders of the Company are being asked to approve a new investment advisory agreement between the Company and the Adviser (the “New Advisory Agreement”) and to elect six director nominees named in the Proxy Statement.

In full, the Special Meeting of Stockholders is being held for the following purposes:vote on:

THETICC’s BOARD OF DIRECTORS, INCLUDING ALL THE NON-INTERESTEDINDEPENDENT DIRECTORS, UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” PROPOSALS 1 AND 3 AND “FOR” EACH OFVOTE:

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Each proposalInformation about the nominee of the Board of Directors for election as a director of the Company is discussed in greater detailprovided in the enclosedaccompanying Proxy Statement.

You may receive solicitation materials from two dissident stockholders, TSLX and NexPoint Advisers, L.P. (“NexPoint”), seeking your proxy to vote for their respective nominee to become a member of the Board of Directors, and solicitation materials from TSLX for a binding proposal to terminate the Investment Advisory Agreement by and between the Company and TICC Management, LLC. TICC’s BOARD OF DIRECTORS URGES YOU NOT TO SIGN OR RETURN ANY PROXY CARD SENT TO YOU BY OR ON BEHALF OF TSLX OR NEXPOINT.

YOUR VOTE IS EXTREMELY IMPORTANT THIS YEAR IN LIGHT OF THE PROXY CONTESTS BEING CONDUCTED BY TSLX AND NEXPOINT.

You have the right to receive notice of and to vote at the SpecialAnnual Meeting if you were a stockholder of record at the close of business on August 31, 2015.[         ], 2016. Whether or not you expect to be present in person at the meeting,Annual Meeting, and whatever the number of shares you own, please signfollow the enclosed proxy and return it promptly in the self-addressed envelope provided, or submit your vote by calling toll free at the telephone number indicatedinstructions on the enclosed WHITE proxy card or submitto vote your vote throughshares via the Internet websiteor telephone, or by signing, dating and returning the WHITE proxy card in the postage-paid envelope provided. Please note, however, that if you wish to vote in person at the meeting and your shares are held of ourrecord by a broker, bank, trustee, or nominee, you must obtain a “legal” proxy tabulator atwww.envisionreports.com/TICC, as indicated on the proxy card. Instructions are shown on the proxy card.issued in your name from that record holder. In the event there are not sufficient votes for a quorum or to approve any of the foregoing proposals at the time of the SpecialAnnual Meeting, the SpecialAnnual Meeting may be adjourned in order to permit further solicitation of proxies by the Company.

THE BOARD OF DIRECTORS URGES YOU NOT TO SIGN ANY PROXY CARD SENT TO YOU BY OR ON BEHALF OF TSLX OR NEXPOINT. IF YOU HAVE PREVIOUSLY SIGNED A PROXY CARD SENT TO YOU BY OR ON BEHALF OF TSLX OR NEXPOINT, YOU CAN REVOKE IT BY SIGNING, DATING AND MAILING THE ENCLOSED WHITE PROXY CARD IN THE ENVELOPE PROVIDED. ONLY YOUR LATEST DATED PROXY WILL BE COUNTED.

If you have any questions or need assistance in voting your shares, please contact Alliance Advisors, LLC, the firm assisting us in the solicitation.

Alliance Advisors, LLC
200 Broadacres Drive, 3^rd Floor
Bloomfield, NJ 07003
Shareholders, Brokers and Banks please call: 855-601-2247

We are not aware of any other business, or any other nominees for election as directors, that may properly be brought before the Annual Meeting. Thank you for your continued support of TICC Capital Corp.

By Order of the Board of Directors,

Saul B. RosenthalSteven P. Novak
PresidentChairman

Greenwich, Connecticut
September 3, 2015[         ], 2016

This is ana very important meeting. To ensure proper representation at the meeting,Annual Meeting, please complete, sign, datefollow the instructions on the enclosed WHITE proxy card to vote your shares via the Internet or telephone, or by signing, dating and returnreturning the WHITE proxy card in the enclosed, self-addressedpostage-paid envelope vote your shares by telephone, or vote via the Internet.provided. Even if you vote your shares prior to the SpecialAnnual Meeting, if you are a record holder of shares, or a beneficial holder who obtains“legal” proxy from your broker, bank, trustee, or nominee, you still may attend the meetingAnnual Meeting and vote your shares in person.

If you have any questions about the special meeting or the New Advisory Agreement after reading the accompanying proxy statement, please contact our proxy solicitor, Okapi Partners LLC:

Okapi Partners LLC
437 Madison Avenue, 28th Floor
New York, New York

Banks and Brokerage Firms, Please Call: (212) 297-0720
Stockholders and All Others Call Toll-Free: (877) 566-1922

Email: info@okapipartners.com

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GENERAL INFORMATION ABOUT THE SPECIAL MEETING AND VOTINGTABLE OF CONTENTS

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Proposal 3 — To ratify the selection of PricewaterhouseCoopers LLP (“PwC”) to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016;

Proposal 4 — A binding proposal put forth by TPG Specialty Lending, Inc., together with certain of its affiliates (collectively, “TSLX”), to terminate the Investment Advisory Agreement, dated as of July 1, 2011 (the “Investment Advisory Agreement”), by and between TICC and TICC Management, LLC (“TICC Management”);

Proposal 5 — To approve the adjournment of the Annual Meeting, if necessary or appropriate, to solicit additional proxies; and

To transact such other business as may properly come before the Annual Meeting and any adjournments or postponements.

Voting Information

General

TICC’s BOARD OF DIRECTORS, INCLUDING ALL THE INDEPENDENT DIRECTORS (AS DEFINED BELOW), UNANIMOUSLY RECOMMENDS THAT YOU VOTE:

On February 3, 2016, TSLX delivered a letter to the Company in furtherance of the nomination of one individual for election to the Board at the Annual Meeting and the submission of a binding proposal to terminate the Investment Advisory Agreement with TICC Management. On February 3, 2016, NexPoint Advisers, L.P. (“NexPoint”) also delivered a letter to the Company in furtherance of the nomination of one individual for election to the Board at the Annual Meeting. The Board, including its Nominating and Corporate Governance Committee, which consists solely of non-interested directors (the “Independent Directors”), as such term is defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”), does not endorse the election of either of TSLX’s or NexPoint’s proposed nominees as a director. TICC’s Board of Directors, including all the Independent Directors, is also recommending against TSLX’s binding proposal to terminate the Investment Advisory Agreement.

Record Date and Voting Securities

You may vote your shares of the Company’s common stock, in person or by proxy, at the SpecialAnnual Meeting only if you were a stockholder of record at the close of business on August 31, 2015 (the “Record Date”).the Record Date. All shares of the Company’s common stock have equal voting rights and are the only class of voting securities outstanding. On the Record Date, there were 59,987,98651,479,409 shares of the Company’s common stock outstanding. Each share of common stock is entitled to one vote.

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quorum. Abstentions will be treated as shares present for quorum purposes. Since banks, brokerage firms or other nomineesShares for which brokers have not received voting instructions from the beneficial owner of the shares and do not have discretiondiscretionary authority to vote on non-routine matters such as Proposals 1, 2 and 3, if you do not provide voting instructions to your bank, brokerage firm or other nominee, your shares will not be votedany proposals at the SpecialAnnual Meeting and(which are considered “Broker Non-Votes” with respect to such proposals) will not be countedtreated as shares present for purposes of meeting the quorum requirement. As of the Record Date, there were 59,987,986 shares of the Company’s common stock outstanding and entitled to vote thereon. Thus, 29,993,994 shares must be represented by stockholders present at the Special Meeting or by proxy to have quorum

purposes. If a quorum is not present atfor the Special Meeting,Company, the stockholders who are represented at the SpecialAnnual Meeting may adjournbe adjourned pursuant to the Special Meetingprovisions of the Company’s Bylaws until a quorum is present. The persons named as proxies will vote those proxies for such adjournment, unless marked to be voted against any proposal for which an adjournment is sought, to permit the further solicitation of proxies.

Submitting Voting Instructions for Shares Held Through a Broker, Bank, Brokerage FirmTrustee, or Other Nominee

If you hold your shares of the Company’s common stock through a broker, bank, brokerage firmtrustee, or other nominee, you must follow the voting instructions you receive from your broker, bank, brokerage firmtrustee, or other nominee. If you hold shares of the Company’s common stock through a broker, bank, brokerage firmtrustee, or other nominee and you want to vote in person at the SpecialAnnual Meeting, you must obtain a legal proxy from the record holder of your shares and present it at the SpecialAnnual Meeting.Please instruct your broker, bank, trustee, or nominee so your vote can be counted.

Discretionary Voting

Typically, “non-routine” matters would include the election of directors (Proposal 1), while “routine” matters would include the ratification of the appointment of our independent registered public accounting firm (Proposal 3). However, when a matter to be voted on at a stockholder’s meeting is the subject of a contested solicitation, brokers, banks, trustees, and nominees do not have discretion to vote your shares on any matters at the Annual Meeting, to the extent they have provided you with the opposition party’s proxy materials. Because TSLX and NexPoint submitted a notice of their respective intent to nominate a director and TSLX has filed a definitive proxy statement regarding the same, the Annual Meeting is expected to be the subject of a contested solicitation and therefore if you hold your shares in street name (or “nominee name”) and you do not provide your broker, bank, trustee, or nominee who holds such shares of record with specific instructions regarding how to vote on each proposal to be voted on at the Annual Meeting, your broker may not be permitted to vote your shares on any proposal for which you have not given instructions.

Please note that to be sure your vote is counted on all of the proposals to be considered at the Annual Meeting, including the election of directors, you should instruct your broker, bank, trustee, or nominee how to vote your shares. If you do not vote in person at the Special Meeting or submitprovide voting instructions, to your bank, brokerage firm or other nominee, your shares willvotes may not be voted at the Special Meeting and will not be counted as present for purposes of meeting the quorum requirement.

Ifcast on your shares are registered in the name of a bank or brokerage firm, you may be eligiblebehalf with respect to vote your shares electronically via the Internet or by telephone through our proxy tabulator, Computershare, who coordinates proxy delivery and voting for these banks and brokerage firms. If your shares are registered in the name of a bank or brokerage firm, you will receive a copy of this Proxy Statement, either by paper or electronically, from Computershare and will have the opportunity to vote via the Internet or by telephone through Computershare.those proposals.

Authorizing a Proxy for Shares Held in Your Name

If you are a record holder of shares of the Company’s common stock, you may authorize a proxy to vote on your behalf as describedby following the instructions provided on the enclosed WHITE proxy card. Authorizing your proxy will not limit your right to vote in person at the SpecialAnnual Meeting. A properly completed and submitted proxy will be voted in accordance with your instructions, unless you subsequently revoke your instructions. If you authorize a proxy without indicating your voting instructions, the proxy holderproxyholder will vote your shares according to the Board’s recommendations. Internet and telephone voting procedures are designed to authenticate the stockholder’s identity and to allow stockholders to vote their shares and confirm that their instructions have been properly recorded. Your telephone or Internet vote authorizes the named proxies to vote your shares in the same manner as if you had marked, signed and returned a WHITE proxy card.

Receipt of Multiple Proxy Cards

Many of our stockholders hold their shares in more than one account and may receive separate proxy cards or voting instruction forms for each of those accounts. To ensure that all of your shares are represented at the Annual Meeting, we recommend that you vote every WHITE proxy card you receive.

TICC’s Board of Directors’s recommendations. You mayunanimously recommends that you disregard and do not return any proxy card you receive from either TSLX or NexPoint. If you have already voted using either TSLX’s or NexPoint’s proxy card, you have every right to change your vote and revoke your prior proxy by voting the enclosed WHITE proxy card by mailtelephone, via the Internet, or by signing, dating and returning it in the enclosed, self-addressedpostage-paid envelope provided.

Only the latest dated proxy card you submit will be counted. If you withhold your vote either on TSLX’s or NexPoint’s director nominee using TSLX’s or NexPoint’s proxy card, your vote will not be

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counted as a vote for the Board’s nominee and will result in the revocation of any previous vote you may vote your shares by calling toll free at 1-800-652-8683 or through the Internet website ofhave cast on our proxy tabulator atwww.envisionreports.com/TICC, as indicated on theWHITE proxy card. Accordingly, if you wish to vote pursuant to the recommendation of TICC’s Board, you should disregard any proxy card that you receive that is not a WHITE proxy card and should not return any proxy card that you may receive from TSLX or NexPoint, even as a protest.

Revoking Your Proxy

If you are a stockholder“stockholder of record, record” (i.e.,you canhold shares directly in your name), you may revoke youra proxy at any time before it is exercised by:

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Proposal 2 — Proposal to amend TICC’s bylaws to implement a majority vote standard for the election of directors.directors in uncontested elections.  Approval of the proposal to amend TICC’s bylaws to implement a majority vote standard for the election of directors in uncontested elections requires the affirmative vote of the holders of a majority of votes cast at the Annual Meeting. Abstentions and Broker Non-Votes will not be included in determining the number of votes cast and, as a result, will have no effect on this proposal.

Proposal 3 — Ratification of Independent Registered Public Accounting Firm.  The affirmative vote of a majority of the votes cast at the Annual Meeting in person or by proxy is required to ratify the appointment of PwC to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016 (i.e., the number of shares voted “for” the ratification of the appointment of PwC exceeds the number of votes “against” the ratification of the appointment of PwC). Abstentions and Broker Non-Votes will not be included in determining the number of votes cast and, as a result, will have no effect on this proposal.

Proposal 4 — Binding proposal put forth by TSLX to terminate the Investment Advisory Agreement with TICC Management.  The proposal will be approved if it obtains the affirmative vote of: (i) 67% or more of the shares present at the Annual Meeting if the holders of more than 50% of the outstanding shares of the Company are present or represented by proxy; or (ii) more than 50% of the outstanding shares of the Company, whichever is less. Abstentions and Broker Non-Votes, if any, on Proposal 4 will have the effect of a vote against this proposal.

Proposal 5 — Adjournment of SpecialAnnual Meeting.Approval of the adjournment of the SpecialAnnual Meeting, if necessary or appropriate, to solicit additional proxies, requires the affirmative vote of the holders of a majority of the votes cast at the SpecialAnnual Meeting. Abstentions will have the effect of a vote against this proposal.

Participants in the Solicitation of Proxies

Additional Solicitation.  If thereUnder applicable Securities and Exchange Commission (the “SEC”) regulations, the Company, its directors and certain of its executive officers, the officers and employees of TICC Management, the Company’s investment adviser, and the officers and employees of BDC Partners, LLC (“BDC Partners”), the Company’s administrator, may be deemed to be participants in the solicitation of proxies from TICC’s stockholders in connection with the Annual Meeting. TICC Management and BDC Partners are not enough votesboth located at 8 Sound Shore Drive, Suite 255, Greenwich, CT 06830. No additional compensation will be paid to approve the New Advisory Agreementdirectors, officers or to elect the director nominees, a majorityregular employees of the stockholders who are represented may adjournCompany, TICC Management or BDC Partners for soliciting proxies in connection with the Special Meeting to permit the further solicitation of proxies. The persons named as proxies will vote those proxies for such adjournment, unless marked to be voted against the proposal for which an adjournment is sought, to permit the further solicitation of proxies.

Also, a stockholder vote may be taken on the election of directors or to approve the New Advisory Agreement prior to any such adjournment if there are sufficient votes for approval of such election of directors or the New Advisory Agreement.Annual Meeting.

Information Regarding This Solicitation

The Company will not bear any expenses in connection with theBoard is making this proxy solicitation of proxies for the Special Meeting, but rather BSP and the owners of the AdviserCompany will equally bear the expense of the solicitation of proxies for the SpecialAnnual Meeting, including the cost of preparing, printing and mailing this Proxy Statement, the accompanying Notice of SpecialAnnual Meeting of Stockholders, and proxy card. We have requested that banks, brokerage firmsIf brokers, trustees, or fiduciaries and other institutions or nominees holding shares in their names, or in the name of their nominees, which are beneficially owned by others, forward the proxy materials to, and obtain proxies from, such beneficial owners. BSP andowners, the AdviserCompany will reimburse such persons for their reasonable expenses in so doing.

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BACKGROUND OF THE SOLICITATION

The following is a chronology of the material contacts and events leading up to the filing of this Proxy Statement.

Any proxy givenOn August 4, 2015, TICC issued a press release announcing that members of TICC Management, LLC had entered into an agreement with Benefit Street Partners L.L.C. (“BSP”), pursuant to which an affiliate of BSP would acquire TICC Management, LLC and enter into a new investment advisory agreement with TICC Management, LLC (the “BSP Advisory Agreement”), subject to approval at a special meeting of Stockholders (the “Special Meeting”). In connection with this solicitation maysale, BSP also proposed to expand the size of the Board to accommodate the addition of four new independent directors selected by BSP for election at the Special Meeting and to replace the two existing interested directors on the Board with affiliates of BSP.

On August 7, 2015, subsequent to publicly disclosing the terms of the BSP Advisory Agreement, representatives of NexPoint contacted counsel to the independent members of the Board of Directors and indicated that NexPoint would be revoked by notice fromsubmitting an unsolicited proposal to the person givingBoard to become the proxy at any time before it is exercised. Any such notice of revocation should be provided in writing and signed by the stockholder in the same manner as the proxy being revoked andCompany’s investment adviser.

On August 11, 2015, NexPoint delivered to the Board a proposal to act as the Company’s new investment adviser. The proposal stated that NexPoint intended to maintain the Company’s existing investment strategy and that NexPoint’s core competencies were within the existing investment strategy. NexPoint also proposed, among other items, to reduce TICC’s existing base management fee by 50% for a period of three years and to waive the first $5 million of the management fee, and it indicated that it intended to purchase $10 million of the Company’s common stock in one or more open-market purchases following the approval of a new investment advisory agreement with NexPoint by the Board and the Company’s stockholders.

The special committee of the Board (the “Special Committee”), comprised of the Company’s three non-interested directors, as such term is defined in the 1940 Act, subsequently directed counsel to distribute to NexPoint’s representatives a request for information regarding its investment advisory business, similar to the information that the Board of Directors would consider in its evaluation of an investment advisory agreement under Section 15(c) of the 1940 Act. NexPoint’s representatives provided answers to certain of these questions.

On August 25, 2015, counsel to the Special Committee requested additional information from NexPoint’s representatives to address additional follow-up questions from the Special Committee.

On August 27, 2015, NexPoint’s representatives responded to these follow-up questions and also proposed a phone call between its representatives and the Special Committee to address any questions or concerns. In its response, NexPoint also indicated a willingness to further extended its proposed 50% reduction in the base management fee under a new investment advisory agreement for an additional year.

On September 1, 2015, NexPoint extended its proposed 50% reduction in the base management fee under a new investment advisory agreement for an additional year and provided an additional $20 million of fee concessions or share purchases.

On September 10, 2015, Joshua Easterly, Co-Chief Executive Officer and Chairman of the board of directors of TSLX, called Steve Novak, Chairman of the Special Committee to convey TSLX’s interest in a possible acquisition of all of the Company’s outstanding equity at $7.50 per share. Following the call, TSLX delivered to the Special Committee a letter setting forth this non-binding proposal.

Between September 12 and September 15, 2015, Mr. Easterly and Mr. Novak engaged in several conversations. Mr. Novak subsequently contacted Mr. Easterly to convey that the Company was not interested in pursuing the proposal and that the Special Committee continued to support the transaction with BSP.

Also on September 15, 2015, NexPoint announced in a press release its intention to nominate a competing slate of six directors for election and to solicit proxies to vote against the proposals at the Special Meeting.

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On October 8, 2015, NexPoint commenced litigation in the United States District Court for the District of Connecticut (the “District Court”) against the Company, the Board, and the President of the Company. NexPoint’s complaint alleged that the defendants violated Section 14(a) of the Securities Exchange Act of 1934, breached the fiduciary duty of candor under Maryland law, and breached the Company’s Bylaws by failing to recognize NexPoint’s director nominees. NexPoint sought a temporary restraining order prohibiting the Company from canceling or rescheduling its Special Meeting or altering the size or composition of the Board and a preliminary injunction requiring the Company to issue additional disclosures and recognize NexPoint’s six director nominees.

On October 23, 2015, the District Court denied NexPoint’s preliminary injunction motion insofar as it sought to require the Company to recognize NexPoint’s director nominees, and granted it in part with respect to certain of NexPoint’s disclosure claims. The District Court ordered (the “Order”) the Company to correct certain statements made in prior proxy tabulator, TICC Capital Corp., c/o Computershare, 250 Royall Street, Canton, MA 02021 prior to 9:00 a.m., Eastern Time, onmaterials and provide certain additional disclosures.

On October 26, 2015, or submittedNexPoint filed a motion seeking reconsideration of the Order, which was denied on November 25, 2015.

On November 2, 2015, TSLX announced that it had revised its non-binding proposal such that the Company’s stockholders would receive a number of shares of TSLX stock that would result in their receiving 90% of TICC’s net asset value per share as of the date of an agreement.

On December 2, 2015, the Company filed a supplemental proxy statement containing certain disclosures required by calling toll free at 1-800-652-8683 or through the Internet websiteDistrict Court. Also on December 2, 2015 NexPoint appealed to the United States Court of our proxy tabulator atwww.envisionreview.com/TICC, prior to 9:00 a.m., Eastern Time,Appeals for the Second Circuit.

On December 3, 2015, NexPoint sought a stay from the District Court for the duration of its appeal.

On December 4, 2015, the Company announced that the Special Meeting would be held on October 26,December 22, 2015.

Preliminary voting results will be announcedOn December 9, 2015, the District Court denied NexPoint’s motion for a stay, allowing the Special Meeting to proceed as rescheduled. NexPoint also sought interim relief from the United States Court of Appeals for the Second Circuit, which was denied without a hearing on December 15, 2015.

On December 21, 2015, while the appeal of the litigation with the District Court was pending, NexPoint brought a similar lawsuit in the Circuit Court for Baltimore City (the “Maryland Court”) seeking a temporary restraining order and preliminary injunction requiring the Company to hold the Special Meeting on December 22, 2015, to count votes cast at the Special Meeting. Final voting results willMeeting in favor of NexPoint’s nominees and to retract prior statements that votes cast for NexPoint’s nominees would not be published incounted. On December 21, 2015, the Maryland Court denied NexPoint’s motions.

On December 22, 2015, the Special Meeting was held. The proposal to approve the New Investment Advisory Agreement, to take effect upon a current report on Form 8-K within four business daysproposed change of control of TICC Management, LLC, did not receive the requisite approval from the dateCompany’s stockholders.

On February 2, 2016, NexPoint voluntarily dismissed its litigation before the District Court and without prejudice.

On February 3, 2016, NexPoint delivered a notice to the Company indicating its intent to nominate a candidate for election as a director at the Annual Meeting. NexPoint also voluntarily dismissed the Maryland litigation without prejudice.

Also on February 3, 2016, TSLX delivered a letter to the Board announcing its intent to nominate a director candidate at the Annual Meeting and to submit a proposal at the Annual Meeting to terminate the existing investment advisory agreement. On February 4, 2016, TPG issued a press release announcing the same.

On February 8, 2016, NexPoint issued a press release publicly announcing its intention to nominate a director candidate at the Annual Meeting.

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On March 9, 2016, the Company announced its entry into a new investment advisory fee waiver arrangement with TICC Management, LLC and also named Mr. Novak as Chairman of the Board.

On April 22, 2016, at the invitation of Mr. Novak, Chairman of the Board, Mr. T. Kelley Millet, TSLX’s nominee to the Board, met with the Company’s independent directors to discuss the Company, its prospects and strategy, and to ask questions of those present about their views of the Company’s prospects, strategy and strategic alternatives.

On May 17, 2016, TSLX sent a letter to the independent members of the Board making allegations regarding recent purchases of TICC common stock by members of TICC’s management.

On June 7, 2016, Mr. Novak sent a letter to TSLX stating that the Board had carefully considered the allegations contained in TSLX’s letter of May 17, 2016 and found nothing improper with the TICC management team’s purchase of TICC common stock.

On June 20, 2016, TSLX and Mr. Millet filed with the SEC a definitive proxy statement related to TSLX and Mr. Millet’s planned solicitation of proxies from the Company’s stockholders with respect to the election of Mr. Millet to the Board, the termination of the Company’s existing investment advisory agreement and the other matters to be voted on at the Annual Meeting. TSLX’s definitive proxy statement stated that the proxy statement and TSLX proxy card would be furnished to TICC stockholders on or about June 20, 2016, prior to the announcement of the record date for the Annual Meeting. As a result, a vote on the TSLX proxy card may be subject to challenge.

Throughout September, October, November and December 2015, NexPoint, TSLX and the Company published various solicitation materials related to the Special Meeting.

Security Ownership Also throughout February, March, April, May and June 2016, TSLX published various solicitation materials. The Company’s solicitation materials were filed under the cover of Certain Beneficial Owners and Management

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of the Record Date, the beneficial ownership of each current director, the director nominees, the Company’s executive officers, each person known to us to beneficially own 5% or more of the outstanding shares of our common stock, and the executive officers and directors as a group.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission (“SEC”)SEC and includes voting or investment power with respect to the securities. Ownership information for those persons who beneficially own 5% or more of our shares of common stock is based upon Schedule 13D and Schedule 13G filings by such persons with the SEC and other information obtained from such persons, if available.

Unless otherwise indicated, the Company believes that each beneficial owner set forth in the table has sole voting and investment power and has the same address as the Company. The Company’s current address is 8 Sound Shore Drive, Suite 255, Greenwich, Connecticut 06830.

Name and Address of Beneficial Owner		Number of Shares Owned Beneficially(1)				Percentage of Class(2)
Interested Directors
Jonathan H. Cohen(3)			310,337					*
Charles M. Royce(4)			525,321					*
Independent Directors
Steven P. Novak			14,474					*
G. Peter O’Brien			66,510					*
Tonia L. Pankopf			13,182					*
Interested Director Nominees
Thomas J. Gahan			—				—
Richard J. Byrne			—				—
Independent Director Nominees
Lee S. Hillman			—				—
Gary Katcher			—				—
Ronald J. Kramer			—				—
Dennis M. Schaney			—				—

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Set forth below is the dollar range of equity securities beneficially owned by each of our directors as of the Record Date.

Name of Director		Dollar Range of Equity Securities Beneficially Owned(1)(2)
Interested Directors
Jonathan H. Cohen			Over $100,000
Charles M. Royce			Over $100,000
Independent Directors
Steven P. Novak		$	50,001 –Over $100,000
G. Peter O’Brien			Over $100,000
Tonia L. Pankopf		$	50,001 – $100,000
Interested Director Nominees
Thomas J. Gahan			None
Richard J. Byrne			None
Independent Director Nominees
Lee S. Hillman			None
Gary Katcher			None
Ronald J. Kramer			None
Dennis M. Schaney			None

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PROPOSAL 1

TO APPROVE A NEW ADVISORY AGREEMENT BETWEEN THE COMPANY AND THE
ADVISER, TO TAKE EFFECT UPON A CHANGE OF CONTROL OF THE ADVISER IN
CONNECTION WITH THE TRANSACTION

Background

The Adviser currently provides investment advisory services to the Company pursuant to the current investment advisory agreement, dated July 1, 2011, between the Company and the Adviser (the “Existing Advisory Agreement”). The Existing Advisory Agreement was last approved by the Board of Directors, including a majority of directors who are not “interested persons,” as such term is defined under the 1940 Act (the “Non-interested Directors”), on April 27, 2015. The Existing Advisory Agreement was last approved by a vote of the stockholders of the Company on June 7, 2011.

BDC Partners (which is jointly owned by Jonathan H. Cohen and Saul B. Rosenthal), Charles M. Royce and the Royce Family Fund, Inc., the sole owners of all of the issued and outstanding limited liability membership interests of the Adviser have entered into a purchase agreement with BSP Acquisition I, LLC, an affiliate of Benefit Street Partners L.L.C. (“BSP”), pursuant to which BSP will acquire control of the Adviser (the “Transaction”). As a result of the expected change of control of the Adviser resulting from the Transaction, an assignment of the Existing Advisory Agreement under the 1940 Act is expected to occur. This assignment will terminate the Existing Advisory Agreement in accordance with its terms as required by Section 15 of the 1940 Act.

In order for the Adviser to continue to serve as the investment adviser to the Company upon the closing of the Transaction, the stockholders of the Company must approve the New Advisory Agreement. The 1940 Act requires that a new investment advisory agreement be approved by both a majority of a company’s Non-interested Directors and “a majority of its outstanding voting securities,” as such term is defined under the 1940 Act.At an in-person meeting on July 30, 2015 and a telephone meeting on September 2, 2015, the Board of Directors (including a majority of the Non-interested Directors) approved the New Advisory Agreement and voted unanimously to recommend that the Company’s stockholders approve the New Advisory Agreement.

If approved by the stockholders of the Company, the New Advisory Agreement will be executed on behalf of the Company and become effective upon the closing of the Transaction. The closing of the Transaction is conditioned on, among other things: (i) approval of the New Advisory Agreement by the Company’s stockholders; (ii) the election to the Board of Directors of four new Non-interested Directors and two new interested directors by the Company’s stockholders; (iii) the replacement of Jonathan H. Cohen and Charles M. Royce as members of the Board of Directors with two interested directors, Thomas J. Gahan and Richard J. Byrne, who are affiliated with BSP if they are elected at the Special Meeting; (iv) the replacement of the Company’s current executive officers and the Adviser’s investment committee members with certain individuals that are affiliated with BSP; (v) the approval by the Board of Directors of the change in the Company’s name to Benefit Street Capital Corp. and (vi) the receipt of required regulatory and other approvals. If each of the terms and conditions is satisfied or waived, the parties to the Transaction anticipate that the closing will take place as soon as practicable after the Special Meeting.

The stockholders of the Company are being asked to approve the New Advisory Agreement between the Company and the Adviser. The terms and conditions of the New Advisory Agreement will be identical with respect to all material terms and conditions of the Existing Advisory Agreement except for a decrease in the base management fee payable under the New Advisory Agreement. The change between the terms of the New Advisory Agreement and the Existing Advisory Agreement is discussed below. The Board of Directors believes the approval of the New Advisory Agreement will provide continuity of advisory services to the Company by the Adviser, and believes it to be in the best interests of the Company and its stockholders.

The Company’s Board has increased the size of the Board of Directors to nine members and has recommended that the Company’s stockholders vote to elect the four Non-interested Director nominees and two interested director nominees described in Proposal 2. In addition, if Proposals 1 and 2 are approved by the Company’s stockholders, the Company’s two current interested directors, Jonathan H. Cohen and Charles M. Royce, will resign from the Board of Directors and will be replaced by two interested directors, Thomas J.

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stockholders as a whole. Our directors and the director nomineesnominee have been selected such that the Board of Directors represents a diverse range of backgrounds and experience. All of our directors are encouraged to attend the Annual Meeting.

Certain information, as of the Record Date, with respect to the nomineesCompany’s director nominee for election at the SpecialAnnual Meeting, as well as each of the current directors, is set forth below, including their names, ages, a brief description of their recent business experience, including present occupations and employment, certain directorships that each person holds, the year in which each person became a director of the Company, and a discussion of their particular experience, qualifications, attributes or skills that lead us to conclude, as of the Record Date, that such individual should serve as a director of the Company, in light of the Company’s business and structure.

The business address of each of the nominee and the directors listed below is 8 Sound Shore Drive, Suite 255, Greenwich, Connecticut 06830. The business address of the nominees listed below is 9 West 57^th Street, Suite 4920, New York, New York 10019.

Nominees for Directors — Term Expiring 2016

Messrs. Schaney and Katcher are not interested persons of the Company as defined in the 1940 Act.

Name		Age		Background Information
Dennis M. Schaney		58		Mr. Schaney served as Managing Director and Head of High Yield and Leveraged Loans at Morgan Stanley Investment Management. Mr. Schaney also served as Co-Head of Morgan Stanley Credit Partners. During this time, he was responsible for leveraged loan, high yield bonds and mezzanine investment across a variety of funds including closed-end, open-end and institutional separate accounts. Mr. Schaney retired from Morgan Stanley Investment Management in 2010. From 2003 to 2007, he served as Managing Director and Global Head of Fixed Income for Credit Suisse Asset Management. He oversaw global teams responsible for all fixed income investments and served on the asset management’s Executive Committee and the Management Committee for Credit Suisse. Prior to Credit Suisse, Mr. Schaney founded BlackRock Financial Management’s Leveraged Finance Group which was responsible for High Yield, Leveraged Loan and Mezzanine Investments. He was also responsible for the Alternative Investment effort for Leveraged assets including the Magnetite CLO/CBO products. In addition to those responsibilities, he co-headed the firm’s credit research effort. Mr. Schaney worked at Merrill Lynch from 1988 through 1997 where he was Global Head of Corporate and Municipal Bond Research and an analyst covering the Media, Entertainment and cable sectors. Prior to Merrill Lynch, Mr. Schaney was a VP at First Boston Corporation focusing on Corporate Restructurings and Credit Advisory Services. He was also a Rating Officer for Standard & Poor’s Rating Services. Since 2014, Mr. Schaney has served on the board of directors of Griffin-Benefit Street Partners BDC Corp., which is a non-traded business development company. Mr. Schaney holds a B.S. in Psychology from the University of Bridgeport and an M.S. in Finance from Fairfield University. We believe that Mr. Schaney’s broad experience in asset and credit management and industry knowledge, including his leadership positions, supports his election to our board of directors.

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Current Directors — Term Expiring 2017

Pre-Transaction Interested Director

Prior to the closing of the Transaction, Mr. Royce has beenis an interested person of the Company as defined in the 1940 Act due to his ownership of a minority, non-controlling interest in the Adviser. Simultaneous with the closing of the Transaction,Company’s investment adviser, TICC Management. Mr. Royce will resign from the Company’s Boardis also a non-managing member of Directors. The Board of Directors has nominated Richard J. Byrne for approval by the stockholders to fill the vacancy created by Mr. Royce’s resignation from the Company’s Board of Directors. Mr. Byrne will be an interested person of the Company as defined in the 1940 Act due to his expected positions as Chief Executive Officer and President of the Company.Oxford Lane Management, LLC.

Name and Year First Elected Director		Age		Background Information
Charles M. Royce (2003)		7576		Mr. Royce has served as Chairman of our Board of Directors since 2003. Mr. Roycecurrently serves as Chief Executive Officer and a member of the Board of ManagersDirectors of Royce & Associates, LLC. Prior to 2015, Mr. Royce served as President of Royce & Associates, LLC since 1972. He also manages or co-manages ten of Royce & Associates, LLC’s open- and closed-end registered funds. Mr. Royce serves on the Board of Directors of The Royce Funds. Mr. Royce’s history with us, familiarity with our investment platform, and extensive knowledge of the financial services industry and the investment valuation process qualify him to serve as a member of our Board of Directors.

Non-interestedIndependent Director

Mr. Novak is not an interested person as defined in the 1940 Act. Mr. Novak has been a member of the Company’s Board of Directors since 2003 and will continue to serve in this role after the closing of the Transaction.

Name and Year First Elected Director		Age		Background Information
Steven P. Novak (2003)		6768		Mr. Novak currently serves as Chairman of the Board of Directors and Chief Executive Officer of Quisk, Inc. (f/k/a MOBIbucks Corp.), an early stage mobile payments company, and is the Founder and non-executiveformer Chairman of the Board of Directors of Mederi Therapeutics Inc., an early stage medical device company. Until July 2010, Mr. Novak also served on the Board of Directors of CyberSource Corporation, an Internet based payments processor company, where he served as the Lead Independent Director and Chairman of the Nominating Committee, having formerly chaired its Audit Committee. Mr. Novak previously served as President of Palladio Capital Management, LLC and as the Principal and Managing Member of the General Partner of Palladio Partners, LP, an equities hedge fund, from July 2002 until July 2009. Mr. Novak received a Bachelor of Science degree from Purdue University and an M.B.A. from Harvard University. A Chartered Financial Analyst, Mr. Novak’s financial expertise from his experience as a financial manager and varied roles on the boards of both publicly-traded and privately-held companies providesqualifies him to serve as the Chairman of our Board of Directors and provides our Board with particular technology-related knowledge and the perspective of a knowledgeable corporate leader.

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Current Directors — Term Expiring 2018

Pre-Transaction Interested Director

Prior to the closing of the Transaction, Mr. Cohen has beenis an interested person of the Company as defined in the 1940 Act due to his position as Chief Executive Officer of the Company and TICC Management, the Adviser,Company’s investment adviser, and as the managing member of BDC Partners, the managing member of TICC Management. Upon the closing of the Transaction, Mr. Cohen will resign from the Company’s Board of Directors and from his position as the Chief Executive Officer of the Company. The Board of Directors has nominated Thomas J. Gahan for approval by the stockholders to fill the vacancy created by the resignation of Mr. Cohen as a member of the Company’s Board of Directors. Mr. Gahan will serve as the Chairman of the Company’s Board of Directors and will be an interested person of the Company as defined in the 1940 Act due to his position as chief executive officer of the Adviser.

Name and Year First Elected Director		Age		Background Information
Jonathan H. Cohen (2003)		5051		Mr. Cohen has served as Chief Executive Officer of both TICC and TICC Management, and as the managing member of BDC Partners, LLC, since 2003. Mr. Cohen has also served as Chief Executive Officer and Director of Oxford Lane Capital Corp. (NasdaqGS: OXLC), a registered closed-end fund, and as Chief Executive Officer of Oxford Lane Management, LLC, since 2010. Mr. Cohen has also served since November 2015 as the Chief Executive Officer of Oxford Bridge Management, LLC, the investment advisor to Oxford Bridge, LLC, a private investment fund. Previously, Mr. Cohen managed technology equity research groups at Wit Capital, Merrill Lynch, UBS and Smith Barney. Mr. Cohen is a member of the Board of Trustees of Connecticut College. Mr. Cohen received a B.A. in Economics from Connecticut College and an M.B.A. from Columbia University. Mr. Cohen’s depth of experience in managerial positions in investment management, securities research and financial services, as well as his intimate knowledge of our business and operations, gives our Board of Directors valuable industry-specific knowledge and expertise on these and other matters.

Non-interestedIndependent Director

Mr. O’Brien is not an interested person as defined in the 1940 Act. Mr. O’Brien has been a member of the Company’s Board of Directors since 2003 and will continue to serve in this role after the closing of the Transaction.

Name and Year First Elected Director		Age		Background Information
G. Peter O’Brien (2003)		6970		Mr. O’Brien is currently a member of the Board of Directors of Hill House, Inc., a congregate care facility for low income elderly residents, and a member of the Board of Directors of the Bridges School. Mr. O’Brien serves on the Board of Directors of the Legg Mason Family of Mutual Funds and The Royce Funds. Mr. O’Brien was a member of the Board of Trustees of Colgate University from May 1996 to May 2005. Mr. O’Brien retired as a Managing Director of Merrill Lynch & Co. in 1999 after working in the equity capital markets area since he joined Merrill Lynch & Co. in 1971. Mr. O’Brien received a Bachelor of Arts degree from Colgate University and an M.B.A. from Columbia University Business School. Mr. O’Brien’s extensive familiarity with the financial industry and the investment management process in particular, and experience as a director of other publicly-traded and privately-held companies, provides our Board of Directors with valuable insight and perspective.

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Information aboutAbout Executive Officers Who Are Not Directors

Pre-Transaction Executive Officers

The following information, as of the Record Date, pertains to the individuals who have served as the Company’sour executive officers until the consummation of the Transaction, but who haveare not been directors of the Company. Certain of the Company’sour executive officers may serve as directors of, or on the board of managers of, certain of itsour portfolio companies. Messrs. Rosenthal, Cummins and Rubin will resign from their positions with the Company and the Adviser upon the closing of the Transaction.

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Post-Transaction Executive Officers Who Are Not Also Directors

The following information pertains to the individuals who will serve as the Company’s executive officers upon the closing of the Transaction, but who will not be directors of the Company. Certain of the Company’s executive officers may serve as directors of, or on the board of managers of, certain of its portfolio companies.

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As described below in more detail under “Committees of the Board of Directors,” the Audit Committee, the Valuation Committee, the Nominating and Corporate Governance Committee, the Compensation Committee and the CompensationSpecial Committee assist the Board of Directors in fulfilling its risk oversight responsibilities. The Audit Committee’s risk oversight responsibilities include overseeing our accounting and financial reporting processes, our systems of internal controls regarding finance and accounting, and audits of our financial statements. The Valuation Committee’s risk oversight responsibilities include establishing guidelines and making recommendations to our Board of Directors regarding the valuation of our loans and investments. The Nominating and Corporate Governance Committee’s risk oversight responsibilities include selecting, researching and nominating directors for election by our stockholders, developing and recommending to the Board of Directors a set of corporate governance principles and overseeing the evaluation of our Board of Directors and our management. The Compensation Committee’s risk oversight responsibilities include reviewing and recommending to our Board of Directors for approval the Investment Advisory Agreement and the Administration Agreement, and, to the extent that we may compensate our executive officers directly in the future, reviewing and evaluating the compensation of our executive officers and making recommendations to the boardBoard of directorsDirectors regarding such compensation. The Special Committee’s risk oversight responsibilities include assessing strategic alternatives for the Company.

Our Board of Directors also performs its risk oversight responsibilities with the assistance of our Chief Compliance Officer. Our Board of Directors annually reviews a written report from the Chief Compliance Officer discussing the adequacy and effectiveness of the compliance policies and procedures of TICC and its service providers. The Chief Compliance Officer’s annual report addresses at a minimum (i) the operation of the compliance policies and procedures of TICC and its service providers since the last report; (ii) any material changes to such policies and procedures since the last report; (iii) any recommendations for material changes to such policies and procedures as a result of the Chief Compliance Officer’s annual review; and (iv) any compliance matter that has occurred since the date of the last report about which our Board of Directors would reasonably need to know to oversee our compliance activities and risks. In addition, the Chief Compliance Officer meets separately in executive session with the independent directorsIndependent Directors at least quarterly.

We believe that our Board of Directors’ role in risk oversight is effective and appropriate given the extensive regulation to which we are already subject as a business development company.BDC. As a business development company,BDC, we are required to comply with certain regulatory requirements that control the levels of risk in our business and operations. For example, our ability to incur indebtedness is limited such that our asset coverage must equal at least 200% immediately after each time we incur indebtedness, we generally have to invest at least 70% of our total assets in “qualifying assets” and we are limited in our ability to invest in any portfolio company in which one of our affiliates currently has an investment.

We recognize that different board roles in risk oversight are appropriate for companies in different situations. We re-examine the manner in which our Board of Directors administers its oversight function on an ongoing basis to ensure that they continue to meet our needs.

Transactions with Related Persons

We have entered into the Investment Advisory Agreement with TICC Management. TICC Management is controlled by BDC Partners, LLC, its managing member. BDC Partners, as the managing member of TICC Management, manages the business and internal affairs of TICC Management. In addition, BDC Partners provides us with office facilities and administrative services pursuant to the Administration Agreement. Jonathan H. Cohen, our Chief Executive Officer, as well as a director, is the managing member of and controls BDC Partners. Saul B. Rosenthal, our President and Chief Operating Officer, is also the President of TICC Management and a member of BDC Partners.

Charles M. Royce, a member of our Board of Directors, has a minority, non-controlling interest in TICC Management, but he does not take part in the management or participate in the operations of TICC Management; however, Mr. Royce has agreed to make himself available to TICC Management to provide certain consulting services without compensation.

Messrs. Cohen and Rosenthal currently serve as Chief Executive Officer and President, respectively, of Oxford Lane Capital Corp., a non-diversified closed-end management investment company that currently invests primarily in debt and equity tranches of collateralized loan obligation (“CLO”) vehicles, and its

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investment adviser, Oxford Lane Management. Messrs. Cohen and Rosenthal also currently serve as Chief Executive Officer and President, respectively, at Oxford Bridge Management, LLC, the investment adviser to Oxford Bridge, LLC, a private fund that invests principally in the equity of CLOs. BDC Partners, LLC is the managing member of Oxford Bridge Management, LLC. As a result, Messrs. Cohen and Rosenthal may be subject to certain conflicts of interests with respect to their management of our portfolio on the one hand, and their respective obligations to manage Oxford Lane Capital Corp. and Oxford Bridge, LLC on the other hand.

BDC Partners, LLC has adopted a written policy with respect to the allocation of investment opportunities between us, Oxford Lane Capital Corp. and Oxford Bridge, LLC in view of the potential conflicts of interest raised by the relationships described above. The allocation policy generally provides that, depending on size and subject to current and anticipated cash availability, among other factors, investment opportunities that are suitable for more than one entity will be allocated on a pro-rata basis, based on each entity’s order size.

In the ordinary course of business, we may enter into transactions with portfolio companies that may be considered related party transactions. In order to ensure that we do not engage in any prohibited transactions with any persons affiliated with us, we have implemented certain policies and procedures whereby our executive officers screen each of our transactions for any possible affiliations between the proposed portfolio investment, us, companies controlled by us and our employees and directors. We will not enter into any agreements unless and until we are satisfied that doing so will not raise concerns under the 1940 Act or, if such concerns exist, we have taken appropriate actions to seek board review and approval or exemptive relief for such transaction. Our Board of Directors reviews these procedures on an annual basis.

For information about the material adverse effect the approval of the binding proposal put forth by TSLX to terminate the Investment Advisory Agreement with TICC Management would have on the Company, please see the section of this Proxy Statement entitled “Proposal 4 — Binding Proposal Put Forth by TSLX to Terminate the Investment Advisory Agreement with TICC Management.”

Review, Approval or Ratification of Transactions with Related Persons

We have also adopted a Code of Ethics which applies to, among others, our senior officers, including our Chief Executive Officer and Chief Financial Officer, as well as all of our officers, directors and employees. Our Code of Ethics requires that all employees and directors avoid any conflict, or the appearance of a conflict, between an individual’s personal interests and our interests. Pursuant to our Code of Ethics, each employee and director must disclose any conflicts of interest, or actions or relationships that might give rise to a conflict, to our Chief Compliance Officer. Our Audit Committee is charged with approving any waivers under our Code of Ethics. As required by the NASDAQ Global Select Market corporate governance listing standards, the Audit Committee of our Board of Directors is also required to review and approve any transactions with related parties (as such term is defined in Item 404 of Regulation S-K).

Section 16(a) Beneficial Ownership Reporting Compliance

Pursuant to Section 16(a) of the Exchange Act, the Company’s directors and executive officers, and any persons holding more than 10% of its common stock, are required to report their beneficial ownership and any changes therein to the SEC and the Company. Specific due dates for those reports have been established, and the Company is required to report herein any failure to file such reports by those due dates. Based solely upon review of Forms 3, 4 and 5 (and amendments thereto) furnished to the Company during or in respect of the year ended December 31, 2015 and written representations from certain reporting persons, we believe that during the year ended December 31, 2015 the following executive officer of the Company failed to report an indirect holding in his initial Form 3 report required by Section 16(a) of the Exchange Act: Bruce L. Rubin. Mr. Rubin subsequently filed an amendment to his initial Form 3 to correct this mistake. We believe that all other Section 16(a) filing requirements applicable to our directors, executive officers, and 10.0% or greater shareholders were satisfied in a timely manner during the year ended December 31, 2015.

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Corporate Governance

Corporate Governance Documents

Our Code of Ethics and the Board Committee charters are available on our website atwww.ticc.com and are also available to any stockholder who requests them by writing to TICC Capital Corp., c/o Bruce L. Rubin, Corporate Secretary, 8 Sound Shore Drive, Suite 255, Greenwich, Connecticut 06830.

Director Independence

In accordance with rules of the NASDAQ Stock Market, our Board of Directors annually determines each director’s independence. We do not consider a director independent unless our Board of Directors has determined that he or she has no material relationship with us. We monitor the relationships of our directors and officers through a questionnaire each director completes no less frequently than annually and updates periodically as information provided in the most recent questionnaire changes.

In order to evaluate the materiality of any such relationship, our Board of Directors uses the definition of director independence set forth in the rules promulgated by the NASDAQ Stock Market. Rule 5605(a)(2) provides that a director of a business development company (“BDC”), shall be considered to be independent if he or she is not an “interested person” of TICC, as defined in Section 2(a)(19) of the 1940 Act.

The Board of Directors has determined that each of the directors is independent and has no relationship with us, except as a director and stockholder, with the exception of Jonathan H. Cohen, as a result of his position as our Chief Executive Officer, and Charles M. Royce, as a result of his ownership of a minority, non-controlling interest in our investment adviser, TICC Management.

Evaluation

The Company’s directors perform an evaluation and assessment, no less frequently than annually, of the effectiveness of the Board of Directors and its committees.

Communication with the Board of Directors

Stockholders with questions about TICC are encouraged to contact our Investor Relations Department. However, if stockholders believe that their questions have not been addressed, they may communicate with our Board of Directors by sending their communications to TICC Capital Corp., c/o Bruce L. Rubin, Corporate Secretary, 8 Sound Shore Drive, Suite 255, Greenwich, Connecticut 06830. All stockholder communications received in this manner will be delivered to one or more members of our Board of Directors, as appropriate.

Committees of the Board of Directors

Our Board of Directors has established ana standing Audit Committee, a Valuation Committee, a Nominating and Corporate Governance Committee, and a Compensation Committee. During 2014,2015, our Board of Directors held fivenineteen Board meetings, fivefour Audit Committee meetings, four Valuation Committee meetings, and onefour Nominating and Corporate Governance meeting. Themeetings, and three Compensation Committee wasmeetings. Our Board of Directors also established a Special Committee, which consists solely of the Independent Directors, in April 2014.August 2015 to evaluate strategic alternatives for the Company. All directors attended at least 75% of the aggregate number of meetings of our Board of Directors and of the respective committees on which they served. We require each director to make a diligent effort to attend all Board and committee meetings, as well as each annual meeting of stockholders. Upon closing of the Transaction, the Board of Directors will determine the composition of the committees.

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covering our financial statements. The Audit Committee is presently composed of three persons: Messrs. Novak and O’Brien and Ms. Pankopf, all of whom are considered independent under the rules promulgated by the NASDAQ Global Stock Market. After the closing of the Transaction, our Board of Directors may expand the membership on the Audit Committee. Our Board of Directors has determined that Mr. Novak isand Ms. Pankopf are each an “audit committee financial expert” as that term is defined under Item 407 of Regulation S-K of the Securities Exchange Act of 1934. Mr.Act. Messrs. Novak meetsand O’Brien and Ms. Pankopf each meet the current independence and experience requirements of Rule 10A-3 of the Exchange Act and, in addition, isare each not an “interested person” of TICC as defined in Section 2(a)(19) of the 1940 Act. Mr. Novak currently serves as Chairman of the Audit Committee. The Audit Committee met on fivefour occasions during 2014.2015.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee operates pursuant to a charter approved by our Board of Directors.Directors, a copy of which is available on our website atwww.ticc.com. The charter sets forth the responsibilities of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee’s responsibilities include selecting, researching and nominating directors for election by our stockholders, selecting nominees to fill vacancies on the Board of Directors or a committee thereof, monitoring and making recommendations to the Board of Directors on matters of Company policies and practices relating to corporate governance and overseeing the evaluation of the Board of Directors and our management. The Nominating and Corporate Governance Committee is presently composed of three persons: Messrs. Novak and O’Brien and Ms. Pankopf, all of whom are considered independent under the rules promulgated by the NASDAQ Global Stock Market. After the closing of the Transaction, our Board of Directors may expand the membership on the Nominating and Corporate Governance Committee. Mr. O’Brien currently serves as Chairman of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee met on one occasionfour occasions during 2014.2015.

The Nominating and Corporate Governance Committee does not currently have a written policy with regard to nominees recommended by our stockholders. The absence of such a policy does not mean, however, that a stockholder recommendation would not have been considered had one been received.

The Nominating and Corporate Governance Committee will consider qualified director nominees recommended by stockholders when such recommendations are submitted in accordance with our bylawsBylaws and any applicable law, rule or regulation regarding director nominations. When submitting a nomination for consideration, a stockholder must provide certain information that would be required under applicable SEC rules, including the following minimum information for each director nominee: full name, age and address; principal occupation during the past five years; current directorships on publicly held companies and investment companies; number of shares of Company common stock owned, if any; and, a written consent of the individual to stand for election if nominated by our Board of Directors and to serve if elected by our stockholders.

In evaluating director nominees, the members of the Nominating and Corporate Governance Committee consider the following factors:

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The Nominating and Corporate Governance Committee’s goal is to assemble a Board of Directors that brings to TICC a variety of perspectives and skills derived from high quality business and professional experience.

Other than the foregoing, there are no stated minimum criteria for director nominees, although the members of the Nominating and Corporate Governance Committee may also consider such other factors as they may deem are in the best interests of TICC and its stockholders. The Nominating and Corporate Governance Committee also believes it appropriate for certain key members of our management to participate as members of the Board of Directors.

The members of the Nominating and Corporate Governance Committee identify nominees by first evaluating the current members of the Board of Directors willing to continue in service. Current members of the Board of Directors with skills and experience that are relevant to our business and who are willing to continue in service are considered for re-nomination, balancing the value of continuity of service by existing members of the Board of Directors with that of obtaining a new perspective.the benefits of diverse perspectives. If any member of the Board of Directors does not wish to continue in service or if the Board of Directors decides not to re-nominate a member for re-election, the independent members of the Board of Directors identify the desired skills and experience of a new nominee in light of the criteria above. The entire Board of Directors is polled for suggestions as to individuals meeting the aforementioned criteria. Research may also be performed to identify qualified individuals. To date, neither the Board of Directors nor the Nominating and Corporate Governance Committee has engaged third parties to identify or evaluate or assist in identifying potential nominees although each reserves the right in the future to retain a third party search firm, if necessary.

The Nominating and Corporate Governance Committee has not adopted a formal policy with regard to the consideration of diversity in identifying director nominees. InHowever, in determining whether to recommend a director nominee, the Nominating and Corporate Governance Committee considers and discusses diversity, among other factors, with a view toward the needs of our Board of Directors as a whole. The Nominating and Corporate Governance Committee generally conceptualizes diversity expansively to include, without limitation, concepts such as gender, race, gender, national origin, differences of viewpoint, professional experience, education, skill and other qualities that contribute to our Board of Directors, when identifying and recommending director nominees. The Nominating and Corporate Governance Committee believes that the inclusion of diversity as one of many factors considered in selecting director nominees is consistent with the Nominating and Corporate Governance Committee’s goal of creating a Board of Directors that best serves the needs of TICC and the interest of its stockholders.

The Board, including the Nominating and Corporate Governance Committee, unanimously recommended that Tonia L. Pankopf be nominated for election to the Board. The Board, including the Nominating and Corporate Governance Committee, unanimously determined that recommending the nominees put forth by TSLX and NexPoint for election to the Board would not be in the best interest of the Company for the following reasons:

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Valuation Committee

The Valuation Committee establishes guidelines and makes recommendations to our Board of Directors regarding the valuation of our loans and investments. Our portfolio investments are generally not publicly traded securities. As a result, there is no readily determinable market value for these securities. Thus, as required by the 1940 Act for such securities, we value these securities at fair value as determined in good faith by our Board of Directors based upon the recommendation of the Valuation Committee. The Valuation Committee is presently composed of three persons: Messrs. Novak and O’Brien and Ms. Pankopf, all of whom are considered independent under the rules of the NASDAQ Global Select Market and are not “interested persons” of TICC Capital Corp. as that term is defined in Section 2(a)(19) of the 1940 Act. After

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fees payable to TICC Management under the terms of our Investment Advisory Agreement, less expenses incurred by TICC Management in performing its services under the Investment Advisory Agreement. Messrs. Cohen and Rosenthal do not receive any additional compensation from TICC Management in connection with the management of our portfolio.

The following table sets forth compensation of our directorsChief Financial Officer and Corporate Secretary is paid by our administrator, BDC Partners, LLC, subject to reimbursement by us of an allocable portion of such compensation for services rendered by our Chief Financial Officer and Corporate Secretary to TICC. The allocable portion of such compensation that is reimbursed to BDC Partners, LLC by us is based on an estimate of the time spent by our Chief Financial Officer and Corporate Secretary and other administrative personnel in performing their respective duties for us in accordance with the Administration Agreement. For the fiscal year ended December 31, 2014.2015, we accrued approximately $1.2 million for the allocable portion of compensation expenses incurred by BDC Partners, LLC on our behalf for our Chief Financial Officer and Chief Compliance Officer, our Treasurer and Controller, and other administrative support personnel, pursuant to our Administration Agreement with BDC Partners, LLC. Effective June 24, 2015, Gerald Cummins was named as our Chief Compliance Officer. Mr. Cummins is a Director of Alaric Compliance Services, LLC, and performs his functions as our Chief Compliance Officer under the terms of an agreement between us and Alaric Compliance Services, LLC. For the fiscal year ended December 31, 215, we accrued approximately $67,000 for the fees paid to Alaric Compliance Services, LLC.

Compensation of Directors

Name		Fees Earned or Paid in Cash(1)				All Other Compensation(2)				Total
Interested Directors
Jonathan H. Cohen			—				—				—
Charles M. Royce			—				—				—
Independent Directors
Steven P. Novak		$	114,500				—			$	114,500
G. Peter O’Brien		$	102,500				—			$	102,500
Tonia L. Pankopf		$	101,750				—			$	101,750

None of our officers receive direct compensation from TICC. As a result, we do not engage any compensation consultants. Prior to the Transaction, Mr. Cohen, as our Chief Executive Officer, and Mr. Rosenthal, as our President and Chief Operating Officer, through their ownership interest in BDC Partners, the managing member of TICC Management, were entitled to a portion of any profits earned by TICC Management, which included any fees payable to TICC Management under the terms of our Existing Investment Advisory Agreement, less expenses incurred by TICC Management in performing its services under the Existing Investment Advisory Agreement. Messrs. Cohen and Rosenthal did not receive any additional compensation from TICC Management in connection with the management of our portfolio. Upon the consummation of the Transaction, Mr. Byrne will not receive any direct compensation from TICC due to his position as President of BSP, and instead will be compensated directly by BSP.TABLE OF CONTENTS

Prior to the Transaction, theThe following table sets forth compensation of our Chief Financial Officer and Corporate Secretary, was paid by our administrator, BDC Partners, subject to reimbursement by us of an allocable portion of such compensationdirectors for services rendered by our Chief Financial Officer and Corporate Secretary to TICC. The allocable portion of such compensation that was reimbursed to BDC Partners by us was based on an estimate of the time spent by our Chief Financial Officer and Corporate Secretary and other administrative personnel in performing their respective duties for us in accordance with the Administration Agreement. For the fiscal year ended December 31, 2014, we accrued approximately $1.9 million2015.

Name		Fees Earned or Paid in Cash(1)				All Other Compensation(2)				Total
Interested Directors
Jonathan H. Cohen			—				—				—
Charles M. Royce			—				—				—
Independent Directors
Steven P. Novak		$	191,250				—			$	191,250
G. Peter O’Brien		$	160,500				—			$	160,500
Tonia L. Pankopf		$	160,500				—			$	160,500

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PROPOSAL II
PROPOSAL TO AMEND TICC’S BYLAWS TO IMPLEMENT A MAJORITY VOTE
STANDARD FOR THE ELECTION OF DIRECTORS IN UNCONTESTED ELECTIONS

On June 30, 2016, the Board of Directors determined that it would be in the best interests of TICC and its stockholders to amend TICC’s Bylaws to require majority voting in uncontested elections, and approved an amendment to the Bylaws to change the standard for the allocable portionelection of compensation expenses incurreddirectors in uncontested elections from a plurality voting standard to a majority voting standard, subject to approval of the amendment by BDC Partnersstockholders. In contested elections, like at the Annual Meeting, the plurality voting standard would continue to apply and the nominee who receives more “for” votes than the other nominee(s) for each open seat on the Board of Directors would win. A contested election is an election where the number of nominees exceeds the number of directors to be elected at the annual meeting.

Recently, stockholders of a number of public companies have urged that directors be required to receive a majority of the votes cast in favor of their election, rather than the generally applicable plurality standard. It is widely contended that majority voting gives stockholders more influence with corporate boards and enhances director accountability, which is a hallmark of good governance. In response, many public companies have recently adopted a majority voting standard for the election of directors. The Board of Directors has discussed and considered the arguments for and against a majority voting standard. The Board notes that the difference in voting standards would not have prevented the election of any of our behalfpast or current directors, because all of our directors received vote totals exceeding a majority of the votes cast. However, the Board recognizes that a majority voting standard ensures that only directors with broad support among the voting stockholders will be elected to the Board. The proposed voting standard also enhances the accountability of each Board member to the stockholders. Thus, the Board has concluded that the majority voting standard in uncontested elections would be in our best interests and in the best interests of our stockholders.

Under the current plurality vote standard, a director nominee in an uncontested director election can be elected or re-elected even if a substantial amount of votes cast are “withheld” from that director nominee. For example, if 99% of the shares “withhold” authority to vote for our Chief Financial Officera candidate in an uncontested election, a 1% “for” vote results in the candidate’s election or re-election to the Board of Directors. The proposed majority vote standard would require that a nominee for director in an uncontested election receive a “for” vote from a majority (more than 50%) of the votes present and voting (including votes “against”) at a stockholder meeting to be elected to the Board of Directors. Like under the current plurality vote standard, under the majority vote standard for uncontested elections each shareholder would still be able to vote for as many individuals as there are directors to be elected.

The amendment to TICC’s bylaws would also provide that if an incumbent director in an uncontested election does not receive a majority of votes cast and no successor director is elected at the meeting, the incumbent director will promptly tender his or her resignation to the Board of Directors, which, together with the Nominating and Corporate Secretary, our TreasurerGovernance Committee, will decide (without participation by such incumbent director) whether to accept the tendered resignation. The Board of Directors would have to publicly disclose its decision, including the rationale behind the decision, regarding the tendered resignation. The Nominating and Controller, our accounting support staff,Corporate Governance Committee in making its recommendation, and the Board of Directors in making its decision, may each consider any factors or other administrative support staff, pursuantinformation that it considers appropriate and relevant. If such incumbent director's resignation is not accepted by the Board of Directors, such director will continue to our Administration Agreement with BDC Partners. Gerald Cummins, our Chief Compliance Officer priorserve until the next annual meeting and until his or her successor is duly elected, or his or her earlier resignation or removal. If a director’s resignation is accepted by the Board of Directors, the Board of Directors may, in its sole discretion and subject to the Transaction, is a Director of Alaric Compliance Services, LLC, and performs his functions as our Chief Compliance Officerapplicable limits under the terms of an agreement between us1940 Act and Alaric Compliance Services, LLC.

UponMaryland law, fill the consummationresulting vacancy or reduce the size of the Transaction,Board of Directors. In determining whether to fill a resulting vacancy or reduce the Existing Administration Agreement will be terminatedsize of the Board of Directors, our directors may consider a variety of factors, including the requirements under the 1940 Act, Maryland law and NASDAQ regulations, and the New Administrator will provide administrative servicesavailability of candidates to fill the Company pursuantvacancy who have the qualifications that the Board of Directors has deemed to the New Administration Agreement. Asbe necessary to serve as a result, employeesdirector, which qualifications are described under “Proposal I: Election of BSP or its affiliates will replace the Company’s current Chief Financial OfficerDirector — Nominating and Corporate Secretary, Treasurer and Controller, Chief Compliance Officer, accounting support staff, and other administrative support staff. All such individuals will be compensated directly by BSP and not byGovernance Committee.”

The TICC Board of Directors believes that the Company, however, the BSP will be reimbursed by the companyproposed majority vote standard for its allocable portion of such compensation for services rendered to the Company. As a result, the Company will ultimately be responsible for paying such portionuncontested elections is appropriate at this time in light of the compensation of these officers.continuing corporate governance trend at U.S. public companies to adopt

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Certain Relationships and Related Transactions

Pre-Transaction Relationships

The following issuch a summary of certain relationships and related transactions that exist prior to the closing of the Transaction.

We have entered into the Existing Investment Advisory Agreement with TICC Management. TICC Management is controlled by BDC Partners, its managing member. Charles M. Royce holds a minority, non-controlling interest in TICC Management. BDC Partners, as the managing member of TICC Management, manages the business and internal affairs of TICC Management. In addition, BDC Partners provides us with office facilities and administrative services pursuant to the Administration Agreement. Jonathan H. Cohen, our Chief Executive Officer,standard as well as to reinforce the Board’s accountability to the Company’s stockholders, and is requesting that TICC stockholders approve the amendment to TICC’s Bylaws to revise the standard for the election of directors in uncontested elections from a director,plurality voting standard to a majority voting standard. The specific language of the proposed amendment to the Bylaws is set forth as Annex B to this Proxy Statement. If this proposal is approved, the managing member of and controls BDC Partners. Saul B. Rosenthal, our President and Chief Operating Officer, is alsoamendment to the President and Chief Operating Officer of TICC Management and a member of BDC Partners.

Charles M. Royce, a director andBylaws approved by the non-executive Chairman of our Board of Directors has a minority, non-controlling interestand set forth in TICC Management, but he does not take part in the management or participate in the operationsAnnex B will become effective for each annual meeting of TICC Management; however, Mr. Royce has agreedstockholders that is an uncontested election. However, because the Annual Meeting is currently a contested election, the plurality voting standard would continue to make himself or certain other portfolio managers available to TICC Management to provide certain consulting services without compensation.

Further, Messrs. Cohen and Rosenthal currently serve as Chief Executive Officer and President, respectively, of Oxford Lane Capital Corp., a non-diversified closed-end management investment company that invests primarily in leveraged corporate loans, and its investment adviser, Oxford Lane Management. BDC Partners provides Oxford Lane Capital Corp. with office facilities and administrative services pursuant to an administration agreement and also serves as the managing member of Oxford Lane Management. In addition, Bruce L. Rubin, the Chief Financial Officer and Secretary of TICC Management, BDC Partners and TICC, serves in the same capacities for Oxford Lane Capital Corp. and Oxford Lane Management.

BDC Partners has adopted a written policy with respectapply to the allocation of investment opportunities between us and Oxford Lane Capital Corp. in view ofAnnual Meeting even if the potential conflicts of interest raised by the relationships described above.proposal were approved.

In the ordinary course of business, we may enter into transactions with portfolio companies that may be considered related party transactions. In order to ensure that we do not engage in any prohibited transactions with any persons affiliated with us, we have implemented certain policies and procedures whereby our executive officers screen each of our transactions for any possible affiliations between the proposed portfolio investment, us, companies controlled by us and our employees and directors. We will not enter into any agreements unless and until we are satisfied that doing so will not raise concerns under the 1940 Act or, if such concerns exist, we have taken appropriate actions to seek board review and approval or exemptive relief for such transaction. OurTICC’s Board of Directors unanimously recommends that you vote “FOR” the proposal to amend TICC’s bylaws to implement a majority vote standard for the election of directors in uncontested elections.

Required Vote

The affirmative vote of a majority of the votes cast at the Annual Meeting in person or by proxy is required to approve this proposal. Abstentions and Broker Non-Votes, if any, will not be included in determining the number of votes cast and, as a result, will have no effect on this proposal.

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PROPOSAL III:
RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2016 FISCAL YEAR

The Audit Committee, which is comprised solely of the Independent Directors, and the Board of Directors have selected PricewaterhouseCoopers LLP to serve as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2016. This selection is subject to ratification or rejection by the stockholders of the Company.

PricewaterhouseCoopers LLP has advised us that neither the firm nor any present member or associate of it has any material financial interest, direct or indirect, in the Company or its affiliates. It is expected that a representative of PricewaterhouseCoopers LLP will be present at the Annual Meeting and will have an opportunity to make a statement if he or she chooses and will be available to answer questions.

Independent Auditor’s Fees

For the years ended December 31, 2015 and December 31, 2014, the Company incurred the following fees for services provided by PricewaterhouseCoopers LLP, including expenses:

		Fiscal Year Ended December 31, 2015				Fiscal Year Ended December 31, 2014
Audit Fees		$	1,729,161			$	1,952,244
Audit-Related Fees(1)			—				—
Tax Fees			74,736				55,200
All Other Fees			—				—
Total Fees:		$	1,803,897			$	2,007,444

Audit Fees.  Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements, including reviews of interim financial statements, and services that are normally provided by PricewaterhouseCoopers LLP in connection with statutory and regulatory filings and services provided in connection with securities offerings.

Audit-Related Fees.  Audit-related services consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

Tax Fees.  Tax fees consist of fees billed for professional services for tax compliance. These services include assistance regarding federal, state, and local tax compliance.

All Other Fees.  All other fees would include fees for products and services other than the services reported above.

Required Vote

The affirmative vote of a majority of the votes cast at the Annual Meeting in person or by proxy is required to approve this proposal. Abstentions and Broker Non-Votes, if any, will not be included in determining the number of votes cast and, as a result, will have no effect on this proposal.

Unless marked to the contrary, the shares represented by the enclosed proxy card will be voted for ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2016.

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THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2016.

Audit Committee Report

The Audit Committee of the Board of Directors of TICC Capital Corp. operates under a written charter adopted by the Board of Directors. The Audit Committee is currently composed of Messrs. Novak and O’Brien and Ms. Pankopf.

Management is responsible for the Company’s internal controls and the financial reporting process. The Company’s independent registered public accounting firm is responsible for performing an independent audit of the Company’s financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) and expressing an opinion on the conformity of those audited financial statements in accordance with accounting principles generally accepted in the United States. The Audit Committee’s responsibility is to monitor and oversee these procedures on an annual basis.processes. The Audit Committee is also directly responsible for the appointment, compensation and oversight of the Company’s independent registered public accounting firm.

Pre-Approval Policy

The Audit Committee has established a pre-approval policy that describes the permitted audit, audit-related, tax and other services to be provided by PricewaterhouseCoopers LLP, the Company’s independent registered public accounting firm. The policy requires that the Audit Committee pre-approve the audit and non-audit services performed by the independent auditor in order to assure that the provision of such service does not impair the auditor’s independence.

WeAny requests for audit, audit-related, tax and other services that have not received general pre-approval must be submitted to the Audit Committee for specific pre-approval, irrespective of the amount, and cannot commence until such approval has been granted. Normally, pre-approval is provided at regularly scheduled meetings of the Audit Committee. However, the Audit Committee may delegate pre-approval authority to one or more of its members. The member or members to whom such authority is delegated shall report any pre-approval decisions to the Audit Committee at its next scheduled meeting. The Audit Committee does not delegate its responsibilities to pre-approve services performed by the independent registered public accounting firm to management.

During the year ended December 31, 2015, the Audit Committee pre-approved 100% of non-audit services in accordance with the pre-approval policy described above.

Review with Management

The Audit Committee has reviewed the audited financial statements and met and held discussions with management regarding the audited financial statements. Management has represented to the Audit Committee that the Company’s financial statements were prepared in accordance with accounting principles generally accepted in the United States.

Review and Discussion with Independent Registered Public Accounting Firm

The Audit Committee has discussed with PricewaterhouseCoopers LLP, the Company’s independent registered public accounting firm, matters required to be discussed by Statement of Auditing Standards No. 61 (Communication with Audit Committees). The Audit Committee received and reviewed the written disclosures and the letter from the independent registered public accounting firm required by the applicable requirements of the Public Company Accounting Oversight Board and has discussed with the auditors the auditors’ independence. The Audit Committee has also adopted a Codeconsidered the compatibility of Ethics which appliesnon-audit services with the auditors’ independence.

During 2015, the Audit Committee met with members of senior management and the independent registered public accounting firm to among others, our senior officers, including ourreview the certifications provided by the Chief Executive Officer and Chief Financial Officer as well as allunder the Sarbanes-Oxley Act of our officers, directors2002 (“Sarbanes-Oxley”), the rules and employees. Our Code of Ethics requires that all employees and directors avoid any conflict, or the appearance of a conflict, between an individual’s personal interests and our interests. Pursuant to our Code of Ethics, each employee and director must disclose any conflicts of interest, or actions or relationships that might give rise to a conflict, to our Chief Compliance Officer. Our Audit Committee is charged with approving any waivers under our Code of Ethics. As required by the NASDAQ Global Select Market corporate governance listing standards, the Audit Committee of our Board of Directors is also required to review and approve any transactions with related parties (as such term is defined in Item 404 of Regulation S-K).regulations

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Post-Transaction Relationships

of the SEC and the overall certification process. At these meetings, company officers reviewed each of the Sarbanes-Oxley certification requirements concerning internal control over financial reporting and any fraud, whether or not material, involving management or other employees with a significant role in internal control over financial reporting. In February 2016, the Audit Committee received reports from management and PricewaterhouseCoopers LLP regarding the effectiveness of internal control over financial reporting pursuant to Section 404 of Sarbanes-Oxley.

Conclusion

Based on the Audit Committee’s discussion with management and the independent registered public accounting firm, the Audit Committee’s review of the audited financial statements, the representations of management and the report of the independent registered public accounting firm to the Audit Committee, the Audit Committee recommended that the Board of Directors include the audited financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 for filing with the SEC. The followingAudit Committee also recommended the selection of PricewaterhouseCoopers LLP to serve as the independent registered public accounting firm for the year ending December 31, 2016.

Respectfully Submitted,

The Audit Committee
Steven P. Novak
G. Peter O’Brien
Tonia L. Pankopf

The material contained in the foregoing Audit Committee Report is a summarynot “soliciting material,” is not deemed “filed” with the SEC, and is not to be incorporated by reference into any filing of certain relationships and related transactions that may existthe Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the closingdate hereof and irrespective of any general incorporation language in any such filing.

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PROPOSAL IV:
BINDING PROPOSAL PUT FORTH BY TSLX TO TERMINATE
THE INVESTMENT ADVISORY AGREEMENT WITH TICC MANAGEMENT, LLC

TSLX has notified the Company that TSLX intends to present the following binding proposal to stockholders at the Annual Meeting.

RESOLVED, that the Investment Advisory Agreement between TICC Capital Corp. and TICC Management, LLC, dated as of July 1, 2011, be, and it hereby is, terminated effective on the date that is 60 days from the date of the Transaction.

We will enter intoadoption of this Resolution at the New2016 Annual Stockholders Meeting of the Company.

TICC’s Opposition Statement

TICC’s Board of Directors unanimously recommends that TICC stockholders vote “AGAINST” the binding proposal put forth by TSLX to terminate the Investment Advisory Agreement with TICC Management for the Adviser uponreasons described below:

About TICC Management

TICC Management is an investment adviser registered under the closingInvestment Advisers Act of 1940. It has served as our investment adviser since our $150 million initial public offering (“IPO”) in 2003 and overseen the growth of our investment portfolio to over $600 million today (on a fair value basis). TICC Management has invested over $3 billion in more than 330 corporate loan and collateralized loan obligation (“CLO”) investments on our behalf throughout our corporate history.

TICC Management has also invested our assets in a manner that has allowed us to pay attractive and consistent distributions to our stockholders since the IPO. We have paid $12.59 per share in total distributions to our stockholders since our IPO. As illustrated in the graph below, since the beginning of 2009 (the midst of the Transaction. The Adviser will belast credit crisis), TICC has also generated a subsidiarytotal return of BSP.264% for its stockholders, which is higher than the average total return of all other externally-managed BDCs of 125%¹. In addition, TICC has traded at a 5-year average price to net asset value ratio of 0.93x whereas the same ratio for all externally managed BDCs was 0.92x².

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Moreover, we have benefited from TICC Management’s ability to prudently manage our business and operations through multiple economic cycles and identify new accretive investment opportunities and trends for us. In this regard, TICC Management caused us to undertake to de-lever prior to the 2008 – 2009 credit crisis given concerns it had with the speculative nature of investments being undertaken in the credit and other markets at that time. It then identified opportunities for us to invest in, including significantly discounted CLOs starting in late 2009. The gross IRR (before expenses) for exited CLO investments is in excess of 30% and when combined with current CLO investments (at fair value) is in excess of 15% (as of year-end 2015). More recently, TICC Management managed our portfolio to avoid the travails that many other investors, including BDCs, banks and private investment funds, are dealing with relating to their exposure to investments in the energy industry. TICC had no direct energy exposure and had only one investment on non-accrual status at December 31, 2015.

New Investment Strategy

TICC Management believes that changes to TICC’s investment strategy should align with the goal of investing in higher-yielding corporate debt securities that are held on a less levered basis short-term, with the goal of deemphasizing TICC’s exposure to CLO investments over the intermediate to longer term. Specifically, our intermediate-term strategy is focused on rotating out of more broadly-syndicated loans into a combination of middle market and narrowly-syndicated loans through purchases in both the primary and secondary markets. At the same time, we remain sensitive to the increased value of maintaining liquidity in the current market environment. This investment strategy should allow us to maintain corporate debt investments which have sufficient liquidity to be sold (if needed) in order to pay down leverage at TICC and to take advantage of market opportunities. The Board of Directors is confident that TICC Management has a clear strategic plan to enhance TICC stockholder value, which is to maximize the total return of TICC’s portfolio by generating current income from its debt and CLO investments while seeking to preserve its capital and liquidity for other investment opportunities.

Investment Advisory Agreement Subject to Annual Approval by the Independent Directors

TICC’s stockholders benefit from a robust annual review of the Investment Advisory Agreement with TICC Management under the 1940 Act. In accordance with the requirements of the 1940 Act, the Board of Directors, including its Independent Directors, reviews on an affiliateannual basis whether the terms of BSP will providethe Investment Advisory Agreement between TICC and its investment adviser are fair in light of the services provided by the investment adviser. In other words, the Board considers whether the terms are fair and reasonable in relation to the services rendered.

Our Board of Directors determined at a meeting held on April 28, 2016, to re-approve the Investment Advisory Agreement. In its consideration of the re-approval of the Investment Advisory Agreement, the Board of Directors focused on information it had received relating to, among other things:

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Based on the information reviewed and the discussions, the Board of Directors, including all of the Independent Directors, concluded that fees payable to TICC Management pursuant to the Investment Advisory Agreement, were reasonable in relation to the services to be provided and the Board of Directors unanimously approved the re-approval of the Investment Advisory Agreement. Thomas J. Gahan,Consistent with applicable law and guidance from the incoming Chairmanfederal courts, the Board of Directors did not assign relative weights to the above factors or the other factors considered by it. In addition, the Board of Directors did not reach any specific conclusion on each factor considered, but conducted an overall analysis of these factors. Individual members of the Board of Directors is the Chief Executive Officer of BSP. Richard J. Byrne, our incoming Chief Executive Officer and President, is the President BSP.

Upon consummation of the Transaction, the Company will rely on BSPmay have given different weights to assistdifferent factors.

TICC Management Fee Arrangement under Investment Advisory Agreement

In March 2016, TICC Management, LLC, in identifying investment opportunities and making investment recommendations to the Adviser. BSP, its affiliates (including Providence) and their respective members, partners, officers and employees will devote as much of their time to our activities as they deem necessary and appropriate. BSP and its affiliates are not restricted from forming additional investment funds, from entering into other investment advisory relationships or from engaging in other business activities, even though such activities may be in competitionconsultation with the Company and/or may involve substantial time and resourcesIndependent Directors, agreed to a series of BSP or the Adviser. Also, in connectionongoing fee waivers with such business activities, BSP andrespect to its affiliates may have existing business relationships or access to material, non-public information that may prevent it from recommending investment opportunities that would otherwise fit within the Company’s investment objectives. All of these factors could be viewed as creating a conflict of interest in that the time and effort of the members of BSP, its affiliates and their officers and employees will not be devoted exclusively to the Company’s business but will be allocated between the Company and the management of the assets of other advisees of BSP and its affiliates.

BSP also acts as sub-advisor to Griffin-Benefit Street Partners BDC Corp., a business development company that is externally-managed by Griffin Capital BDC Advisor, LLC. Griffin-Benefit Street Partners BDC Corp. invests in secured debt (including senior secured, unitranche and second lien debt) and unsecured debt (including senior unsecured and subordinated debt), as well as equity and equity related securities issued by private U.S. companies primarily in the middle market or public U.S. companies with market equity capitalization of less than $250 million. As of June 30, 2015, Griffin-Benefit Street Partners BDC Corp. had total assets of $4.77 million. The investment sub-advisory agreement between BSP and Griffin Capital BDC Advisor, LLC, the adviser to Griffin-Benefit Street Partners BDC Corp. provides that BSP will receive a portion of all management and incentive fees payable to the Griffin Capital BDC Advisor, LLC under the investment advisory agreement. On an annualized basis, BSP will be paid 50% of the fees payable to the Griffin Capital BDC Advisor, LLC.

Griffin Capital BDC Advisor, LLC is entitled to fees in two parts: a base management fee and anincome incentive fee. The changes followed a comprehensive process led by the Independent Directors, including a detailed analysis of best-in-class practices in the industry, conducted with the assistance of its financial advisor, Morgan Stanley & Co. LLC.

Under the terms of the fee waiver letter, which took effect on April 1, 2016:

After these changes took effect on April 1, 2016, under no circumstances will the aggregate fees earned from April 1, 2016 by TICC Management in any quarterly period be higher than those aggregate fees would have been prior to the adoption of these changes.

Impact of Termination on 2012 Debt Securitization

The Company acts as Collateral Manager for TICC CLO 2012-1 LLC, the Company’s wholly-owned, special purpose financing subsidiary (“TICC CLO 2012-1”) in a debt securitization transaction that was completed on August 23, 2012, subsequently increased in an upsizing transaction that was completed on February 25, 2013, and increased in a second upsizing transaction that was completed on May 28, 2013 (the “2012 Debt Securitization”). If the Investment Advisory Agreement were terminated, it is expected that certain current TICC Management principals (i.e., Jonathan H. Cohen and Saul B. Rosenthal) would no longer be actively involved in TICC’s operations or serve as TICC’s officers, which could lead to a removal of the “pre-incentive fee net investment income” for the immediately preceding quarter and is subject to a hurdle rate equal to 1.75% per quarter, or 7.0% annually. The second part of the incentive fee, referred to as the incentive fee on capital gains, is determined and payable in arrears as of the end of each calendar year (or upon termination of the investment advisory agreement). This fee equals 20% of Griffin-Benefit Street Partners BDC Corp.’s incentive fee on capital gains, which equals Griffin-Benefit Street Partners BDC Corp.’s realized capital gains on a cumulative basis from inception, calculated as of the end of the applicable period, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gains incentive fees.

In June 2015, BSP and its affiliates, including Griffin-Benefit Street Partners BDC Corp. and Griffin Capital BDC Advisor, LLC, received co-investment relief from the SEC, which will allow the Company to co-invest with other BSP affiliated funds that have similar or overlapping investment objectives and strategies, including Griffin-Benefit Street Partners BDC Corp., in investment opportunities generated at BSP. BSP has developed an allocation policy regarding co-investment by affiliated funds in view of the potential conflicts of interest raised by the relationships described above.

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InCompany as the ordinary courseCollateral Manager for the TICC CLO 2012-1. Certain “key individuals” (i.e., Jonathan H. Cohen and Saul B. Rosenthal) ceasing to be engaged in the day-to-day senior management of business, we may enter into transactions with portfolio companies that may be considered related party transactions. In order to ensure that we do not engage in any prohibited transactions with any persons affiliated with us, we have implemented certain policiesthe Company (which would occur, as described herein, if the Investment Advisory Agreement were terminated) constitutes a “for cause” termination event under the Collateral Management Agreement (the “Collateral Management Agreement”), dated as of August 23, 2012, by and procedures whereby our executive officers screen each of our transactions for any possible affiliations between the proposedCollateral Manager and TICC CLO 2012-1 for the 2012 Debt Securitization. If this event occurred following the termination of the Investment Advisory Agreement, a majority of the holders of the most senior class of notes issued in the 2012 Debt Securitization (referred to as the “Controlling Class”) would have the right to terminate the Company for “cause” as Collateral Manager. The Class A-1 Notes, which are held by unaffiliated, third-party investors are currently the Controlling Class.

Any termination and replacement of the Company as Collateral Manager could be lengthy and disruptive and could adversely affect the performance of the portfolio of investments held by TICC CLO 2012-1. The ensuing disruption in collateral management services as a result of, among other factors, (i) a new Collateral Manager’s lack of familiarity with the investments in the 2012 Debt Securitization portfolio, (ii) the complicated terms of the governing documents for the 2012 Debt Securitization, which contain extensive limitations on, and criteria for the ongoing monitoring of, the Collateral Manager’s investment us, companies controlledactivities, with which a new Collateral Manager would need to become familiar and (iii) the pursuit of a new investment strategy different from the one designed and pursued by usthe Company during the acquisition of TICC CLO 2012-1’s portfolio could materially and our employeesadversely affect the performance of the portfolio and directors. We will not enterthus could have a material adverse effect on the value of the collateral loan obligation notes including the equity value of TICC CLO 2012-1.

As of March 31, 2016, the Company had $240.0 million of 2012 Debt Securitization notes outstanding.

Impact of Termination on Day-to-Day Operations and Loss of Administrative Services

If TSLX’s binding proposal is approved, the Company would be required to provide 60 days’ advance notice to TICC Management of termination. Any new advisory contract to be entered into any agreements unlessby the Company requires the approval of (i) the Board (including a majority of the Independent Directors) and until we are satisfied that doing so will not raise concerns under(ii) a majority of the Company’s common stock. For these purposes, as required by the 1940 Act, or, if such concerns exist, we have taken appropriate actions to seek board review and approval or exemptive relief for such transaction. Our Board of Directors reviews these procedures on an annual basis.

We have also adopted a Code of Ethics which applies to, among others, our senior officers, including our Chief Executive Officer and Chief Financial Officer, as well as all of our officers, directors and employees. Our Code of Ethics requires that all employees and directors avoid any conflict, or the appearancevote of a conflict, between an individual’s personal interests and our interests. Pursuant to our Code of Ethics, each employee and director must disclose any conflicts of interest, or actions or relationships that might give rise to a conflict, to our Chief Compliance Officer. Our Audit Committee is charged with approving any waivers under our Code of Ethics. As required by the NASDAQ Global Select Market corporate governance listing standards, the Audit Committee of our Board of Directors is also required to review and approve any transactions with related parties (as such term is defined in Item 404 of Regulation S-K).

Section 16(a) Beneficial Ownership Reporting Compliance

Pursuant to Section 16(a)“majority” of the Exchange Act,outstanding Company’s common stock means the affirmative vote of (a) sixty-seven percent (67%) or more of the shares of Company’s directors and executive officers, and any persons holdingcommon stock present at such meeting, if the holders of more than 10%fifty-percent (50%) of itsthe outstanding shares of the Company’s common stock are requiredpresent or represented by proxy or (b) more than fifty-percent (50%) of the outstanding shares of the Company’s common stock, whichever is less. Given the significant threshold to report their beneficial ownership and any changes thereinapprove a new advisory contract, it may be difficult to identify a qualified investment manager to provide investment advisory services to the SEC andCompany.

The 1940 Act provides a temporary exemption from the Company. Specific due dates for those reports have been established, andapproval requirements in the Companyevent a prior advisory contract is terminated which allows the Board (including a majority of the Independent Directors) to approve an interim contract. Such an interim contract is required to report herein any failurebe approved within ten (10) business days after the termination of the prior advisory contract becomes effective, with the compensation to file such reports by those due dates. Based solely upon review of Forms 3, 4be received under the interim contract no greater than the compensation the adviser would have received under the previous contract. The interim contract could be with TICC Management or a new investment adviser. The Board would then have 150 days to obtain stockholder approval for that investment advisory contact. If the Board either does not adopt an interim contract, or fails to obtain all required approvals for an investment advisory contract within the 150-day period, the Company would be an internally managed fund (i.e., there would be no external investment adviser), and 5 (and amendments thereto) furnishedthe Board must either manage the Company itself or hire individuals to manage the Company, which the Board believes would be very difficult to do. The Board believes this process would cause significant distraction to the Company during or in respect ofBoard, is likely to disrupt the year ended December 31, 2014business and written representations from certain reporting persons, we believe that the following directoroperations of the Company failed one timeand could be detrimental to file on a timely basis a report required by Section 16(a)the value of the Exchange Act duringCompany’s common stock.

The termination of the year ended December 31, 2014: G. Peter O’Brien. We believeInvestment Advisory Agreement could lead to the termination of the Administration Agreement, including the loss of access to all administrative personnel, which would cause substantial disruption to the Company’s business and operations. If the Company became an internally managed fund, it would require fundamental changes to the Company’s day-to-day operations. The Company has no employees of its own. All of the personnel and services that all other Section 16(a) filing requirements applicablethe Company requires to our directors, executive officers, and 10.0% or greater shareholders were satisfied in a timely manner during the year ended December 31, 2014.operate its

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business are provided to it by affiliates of TICC Management. None of the Company’s executive officers has an employment agreement with the Company or is paid their salaries or cash bonuses by the Company. Internalization of management of the Company would require that the Company hire new management and its own employees and purchase the necessary infrastructure to support the Company’s operations. TSLX has not identified a new and qualified investment manager, nor has it identified a proposed process for internalizing the Company. Without an experienced and knowledgeable management team, the Company believes its value may be materially diminished.

The Board believes that the termination of the Investment Advisory Agreement would cause significant distraction to the management of the Company, is likely to disrupt the business and operations of the Company and could be detrimental to the value of the Company’s common stock. Nonetheless, if the Investment Advisory Agreement with TICC Management is terminated, the Board (which may have a different composition than the current Board depending on the results of the election at the Annual Meeting) intends to carefully evaluate the situation at the time and take all appropriate actions to act in the best interests of the Company and its stockholders and to minimize the disruption to the Company and to seek both interim and longer term solutions to the issues that would arise as a result of the termination of TICC Management as the investment adviser. In the event the Investment Advisory Agreement with TICC Management is terminated, the Board may decide to seek an alternative qualified investment adviser, although there can be no assurance that the Board would be able to identify such a party, and if such a party is identified, that the Board would be able to negotiate an acceptable investment advisory agreement and obtain shareholder approval within the statutory time period.

***

After taking the foregoing considerations into account, the Board, including all of the Independent Directors, believes that Proposal 4 is contrary to the best interests of TICC and its stockholders.

For the reasons discussed above, TICC stockholders strongly benefit from the services, experiences and resources of the current investment adviser, TICC Management, and there is an important continuing service to be provided to TICC stockholders by maintaining TICC Management as the Company’s investment adviser, subject to continued 1940 Act annual reviews.

TICC’s Board unanimously recommends that you vote “AGAINST” the binding proposal put forth by TSLX to terminate the Investment Advisory Agreement with TICC Management.

Required Vote

The proposal will be approved if it obtains the affirmative vote of: (i) 67% or more of the voting securities present at a meeting if the holders of more than 50% of the outstanding Company common stock are present or represented by proxy; or (ii) 50% of the outstanding Company common stock, whichever is the less. Abstentions and Broker Non-Votes, if any, on Proposal 4 will have the effect of a vote against this proposal.

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PROPOSAL III
V:
ADJOURNMENT OF THE SPECIALANNUAL MEETING

The Company’s stockholders may be asked to consider and act upon one or more adjournments of the SpecialAnnual Meeting, if necessary or appropriate, to solicit additional proxies in favor of any or all of the other proposals set forth in this proxy statement.statement that are supported by the TICC’s Board of Directors.

If a quorum is not present at the SpecialAnnual Meeting, the Company’s stockholders may be asked to vote on the proposal to adjourn the SpecialAnnual Meeting to solicit additional proxies. If a quorum is present at the SpecialAnnual Meeting, but there are not sufficient votes at the time of the SpecialAnnual Meeting to approve the proposals that are supported by the Board of Directors, the Company’s stockholders may also be asked to vote on the proposal to approve the adjournment of the SpecialAnnual Meeting to permit further solicitation of proxies in favor of the other proposals.proposals that are supported by the Board of Directors.

If the adjournment proposal is submitted for a vote at the SpecialAnnual Meeting, and if the Company’s stockholders vote to approve the adjournment proposal, the meetingAnnual Meeting will be adjourned to enable the Board of Directors to solicit additional proxies in favor of the proposals.proposals that are supported by the Board of Directors. If the adjournment proposal is approved, and the SpecialAnnual Meeting is adjourned, the Board of Directors will use the additional time to solicit additional proxies in favor of any of the proposals to be presented at the SpecialAnnual Meeting that are supported by the Board of Directors, including the solicitation of proxies from stockholders that have previously voted against the relevant proposal.

The Board of Directors believes that, if the number of shares of the Company’s common stock voting in favor of any of the proposals presented at the SpecialAnnual Meeting is insufficient to approve a proposal that is supported by the Board of Directors, it is in the best interests of the Company’s stockholders to enable the Board of Directors, for a limited period of time, to continue to seek to obtain a sufficient number of additional votes in favor of thesuch proposal. Any signed proxies received by the Company in which no voting instructions are provided on such matter will be voted in favor of an adjournment in these circumstances. The time and place of the adjourned meeting will be announced at the time the adjournment is taken. Any adjournment of the SpecialAnnual Meeting for the purpose of soliciting additional proxies will allow the Company’s stockholders who have already sent in their proxies to revoke them at any time prior to their use at the SpecialAnnual Meeting, as adjourned or postponed.

Our Board unanimously recommends a vote “FOR” this proposal.

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OTHER BUSINESSMATTERS

Stockholder Proposals

Any stockholder proposals submitted pursuant to the SEC’s Rule 14a-8 for inclusion in the Company’s proxy statement and form of proxy for the 2017 annual meeting of stockholders must be received by the Company on or before [      ], 2017. Such proposals must also comply with the requirements as to form and substance established by the SEC if such proposals are to be included in the Company’s proxy statement and form of proxy. The submission of a proposal does not guarantee its inclusion in the Company’s proxy statement or presentation at the 2017 annual meeting of stockholders. Any such proposal should be mailed to: TICC Capital Corp., c/o Bruce L. Rubin, Corporate Secretary, 8 Sound Shore Drive, Suite 255, Greenwich, Connecticut 06830. In order for any proposal by a stockholder made outside of Rule 14a-8 under the Exchange Act to be considered “timely” within the meaning of Rule 14a-4(c) under the Exchange Act, it must be received by us not later than [      ], 2017. If your proposal is not “timely” within the meaning of Rule 14a-4(c), then proxies solicited by us for the 2017 annual meeting of stockholders may confer discretionary authority to us to vote on that proposal.

Stockholder proposals or director nominations for the Company to be presented at the 2017 annual meeting of stockholders, other than stockholder proposals submitted pursuant to the SEC’s Rule 14a-8, must be delivered to, or mailed and received at, the principal executive offices of the Company not less than 90 days nor more than 120 days prior to the first anniversary of the date of mailing of the notice for the preceding year’s annual meeting of stockholders. For the 2017 annual meeting of stockholders, the Company must receive such proposals and nominations between [      ], 2017 and [      ], 2017. If the date of the mailing of the notice for the 2017 annual meeting is advanced or delayed by more than 30 days from the first anniversary of the date of mailing of the notice for the preceding year’s annual meeting, notice by the stockholder to be timely must be so delivered not earlier than the 120^th day prior to the date of mailing of the notice for the 2017 annual meeting and not later than the close of business on the later of the 90^th day prior to the date of mailing of the notice for the 2017 annual meeting or the 10^th day following the day on which public announcement of the date of mailing of the notice for such meeting is first made. Proposals must also comply with the other requirements contained in the Company’s Bylaws, including supporting documentation and other information. Proxies solicited by the Company will confer discretionary voting authority with respect to these proposals, subject to SEC rules governing the exercise of this authority.

Other Business

The Board of Directors knows of no other business to be presented for action at the SpecialAnnual Meeting. If any matters do come before the SpecialAnnual Meeting on which action can properly be taken, it is intended that the proxies shall vote in accordance with the judgment of the person or persons exercising the authority conferred by the proxy at the SpecialAnnual Meeting. The submission of a proposal does not guarantee its inclusion in the Company’s proxy statement or presentation at the SpecialAnnual Meeting unless certain securities law requirements are met.

AVAILABLE INFORMATIONDelivery of Proxy Materials

THE COMPANY WILL FURNISH, WITHOUT CHARGE, A COPYPlease note that only one copy of the 2016 Proxy Statement, the 2015 Annual Report or Notice of Annual Meeting may be delivered to two or more stockholders of record of TICC who share an address unless we have received contrary instructions from one or more of such stockholders. We will deliver promptly, upon request, a separate copy of any of these documents to stockholders of record of TICC at a shared address to which a single copy of such documents was delivered. Stockholders who wish to receive a separate copy of any of these documents, or to receive a single copy of such documents if multiple copies were delivered, now or in the future, should submit their request by calling us at (203) 983-5275 or by writing to TICC Capital Corp., c/o Bruce L. Rubin, Corporate Secretary, 8 Sound Shore Drive, Suite 255, Greenwich, Connecticut 06830.

TABLE OF ITS MOST RECENT ANNUAL REPORT AND THE MOST RECENT QUARTERLY REPORT SUCCEEDING THE ANNUAL REPORT, IF ANY, TO ANY STOCKHOLDER UPON REQUEST. REQUESTS SHOULD BE DIRECTED TO:CONTENTS

Okapi Partners LLC
437 Madison Avenue, 28th Floor
New York, New York

Banks and Brokerage Firms, Please Call: (212) 297-0720
Stockholders and All Others Call Toll-Free: (877) 566-1922

Email: info@okapipartners.comAvailable Information

We are required to file with or submit to the SEC annual, quarterly and current periodic reports, proxy statements and other information meeting the informational requirements of the Exchange Act. You may inspect and copy these reports, proxy statements and other information at the Public Reference Room of the SEC at 100 F Street, NE, Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements and other information filed electronically by us with the SEC which are available on the SEC’s website athttp://www.sec.gov. Copies of these reports, proxy and information statements and other information may be obtained, after paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing to the SEC’s Public Reference Section, Washington, D.C. 20549. This information will also be available free of charge by contacting us at TICC Capital Corp., 8 Sound Shore Drive, Suite 255, Greenwich, CT 06830 or by telephone at (203) 983-5275 or on our website athttp://www.ticc.com.

SUBMISSION OF STOCKHOLDER PROPOSALS

The Company expects that the 2016 Annual Meeting of Stockholders will be held in June 2016, but the exact date, time, and location of such meeting have yet to be determined. A stockholder who intends to present a proposal at the 2016 Annual Meeting of Stockholders must submit the proposal in writing to the Company at its business address, and the Company must receive the proposal no later than January 5, 2016, in order for the proposal to be considered for inclusion in the Company’s proxy statement for that meeting. The submission of a proposal does not guarantee its inclusion in the Company’s proxy statement or presentation at the meeting.

For any proposal that is not submitted for inclusion in next year’s proxy statement (as described in the preceding paragraph) but is instead sought to be presented directly at the 2016 Annual Meeting of Stockholders, SEC rules permit management to vote proxies in its discretion if (a) the Company receives notice of the proposal before the close of business on March 20, 2016 and advises stockholders in next year’s proxy statement about the nature of the matter and how management intends to vote on such matter, or (b) does not receive notice of the proposal prior to the close of business on March 20, 2016.

Notices of intention to present proposals at the 2016 Annual Meeting of Stockholders should be addressed to Corporate Secretary, TICC Capital Corp., 8 Sound Shore Drive, Suite 255, Greenwich, Connecticut 06830. The Company reserves the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not comply with these and other applicable requirements.

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INVESTMENT ADVISORY AGREEMENTANNEX A TO 2016 PROXY STATEMENT
 
BETWEEN

Benefit Street Capital Corp.

AND

NEWCOADDITIONAL INFORMATION REGARDING PARTICIPANTS IN THE SOLICITATION

Agreement made this    day of            , 2015, byUnder applicable SEC rules and between Benefit Street Capital Corp., a Maryland corporation (the “Corporation”), and NEWCO, a Delaware limited liability company (the “Adviser”).

WHEREAS, the Corporation is a specialty finance company that has elected to become a business development company under the Investment Company Act of 1940 (the “Investment Company Act”);

WHEREAS, the Adviser is an investment adviser that has registered under the Investment Advisers Act of 1940 (the “Advisers Act”); and

WHEREAS, the Corporation desires to retain the Adviser to furnish investment advisory services to the Corporation on the terms and conditions hereinafter set forth, and the Adviser wishes to be retained to provide such services.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the parties hereby agree as follows:

1.Duties of the Adviser.

(a) The Corporation hereby employs the Adviser to act as the investment adviser to the Corporation and to manage the investment and reinvestment of the assets of the Corporation, subject to the supervisionregulations, members of the Board of Directors and certain executive officers and other employees (if applicable) of the Corporation, forCompany, TICC Management and BDC Partners are “participants” with respect to the period and upon the terms herein set forth, (i)Company’s solicitation of proxies in accordanceconnection with the investment objective, policiesAnnual Meeting. The following sets forth certain information about the persons who are “participants.”

Entities

The following table sets forth the name and restrictions that are set forth in the Corporation’s Registration Statement on Form N-2, as amended from time to time (as amended, the “Registration Statement”), (ii) in accordance with the Investment Company Act, subsequent to the time that the Corporation becomes a business development company,address of TICC Management and (iii) during the term of this Agreement in accordance with all other applicable federal and state laws, rules and regulations, and the Corporation’s charter and by-laws. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identify, evaluate and negotiate the structure of the investments made by the Corporation; (iii) close, monitor and service the Corporation’s investments; (iv) determine the securities and other assets that the Corporation will purchase, retain, or sell; and (v) provide the Corporation with such other investment advisory, research and related services as the CorporationBDC Partners, entities which may from time to time, reasonably require for the investment of its funds. The Adviser shall have the power and authority on behalf of the Corporation to effectuate its investment decisions for the Corporation, including the execution and delivery of all documents relating to the Corporation’s investments and the placing of orders for other purchase or sale transactions on behalf of the Corporation. In the event that the Corporation determines to acquire debt financing, the Adviser will arrange for such financing on the Corporation’s behalf, subject to the oversight and approval of the Corporation’s Board of Directors.

(b) The Adviser hereby accepts such employment and agrees during the term hereof to render the services described herein for the compensation provided herein.

(c) The Adviser is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Adviser may obtain the services of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder. Specifically, the Adviser may retain a Sub-Adviser to recommend specific securities or other investments based upon the Corporation’s investment objective and policies, and work, along with the Adviser, in structuring, negotiating, arranging or

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Name		Principal Occupation
Gerald Cummins		Chief Compliance Officer of TICC Capital Corp., Oxford Lane Capital Corp., Oxford Lane Management, LLC, TICC Management, LLC, BDC Partners, LLC and Oxford Bridge Management, LLC

Information Regarding Ownership of the Company’s Securities by Participants

Except as described in this Annex A or in this Proxy Statement, none of the persons listed above under “Directors and Nominee” or “Certain Officers and Other Employees” owns any Company securities of record that they do not own beneficially. The number of Company securities beneficially owned by directors and executive officers who are “participants” as of the Record Date is set forth under the heading “Security Ownership of Certain Beneficial Owners and Management” in this Proxy Statement.

Information Regarding Transactions in the Company’s Securities by Participants

The following table sets forth purchases and sales of the Company’s securities during the past two years by the persons or entities listed above under “Entities,” “Directors and Nominee” and “Certain Officers and Other Employees.” To the extent the purchase price or market value of the securities listed below is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities, it is noted below along with the amount of indebtedness as of June 20, 2016 (the latest practicable date).

Company Securities Purchased or Sold (June 1, 2014 through June 20, 2016)

Name		Date				Number of Shares, Non-Qualified Options and Deferred Units Purchased or (Sold)				Transaction Description
Bruce L. Rubin			6/4/2014				500				1
			6/30/2014				238.76				2
			9/30/2014				84.69				2
			12/31/2014				5.88				2
			4/7/2015				5.90				2
			7/7/2015				6.71				2
			10/6/2015				6.81				2
			1/7/2016				8.08				2
			4/6/2016				10.47				2
BDC Partners, LLC			6/30/2014				9.04				2
			9/30/2014				10.44				2
			12/31/2014				12.67				2
			4/1/2015				12.71				2
			7/1/2015				14.44				2
			10/1/2015				14.66				2
			1/4/2016				17.40				2
			4/1/2016				22.55				2
Tonia L. Pankopf			7/1/2014				333.09				2
			10/1/2014				391.28				2
			1/2/2015				466.81				2
			4/1/2015				490.32				2
			7/1/2015				569.40				2
			10/1/2015				583.15				2
			1/4/2016				702.69				2
			4/1/2016				899.48				2
G. Peter O’Brien			12/08/2014				(1,300	)			3