0001193125-14-313285.txt : 20140818 0001193125-14-313285.hdr.sgml : 20140818 20140818161359 ACCESSION NUMBER: 0001193125-14-313285 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20140818 DATE AS OF CHANGE: 20140818 GROUP MEMBERS: MORGAN STANLEY GWM FEEDER STRATEGIES LLC GROUP MEMBERS: MORGAN STANLEY SMITH BARNEY HOLDINGS LLC GROUP MEMBERS: MSSB TPG SPECIALTY LENDING ONSHORE FEEDER FUND SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TPG Specialty Lending, Inc. CENTRAL INDEX KEY: 0001508655 IRS NUMBER: 273380000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86304 FILM NUMBER: 141049170 BUSINESS ADDRESS: STREET 1: 301 COMMERCE STREET, SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817-871-4000 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET, SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MORGAN STANLEY CENTRAL INDEX KEY: 0000895421 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 363145972 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1585 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-761-4000 MAIL ADDRESS: STREET 1: 1585 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: MORGAN STANLEY DEAN WITTER & CO DATE OF NAME CHANGE: 19980326 FORMER COMPANY: FORMER CONFORMED NAME: DEAN WITTER DISCOVER & CO DATE OF NAME CHANGE: 19960315 SC 13G/A 1 d775501dsc13ga.htm FORM SC 13G/A Form SC 13G/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

 

TPG SPECIALTY LENDING, INC.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

87265K102

(CUSIP Number)

August 11, 2014

(Date of Event which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

 

 

 

CUSIP No. 87265K102
  1   

Name of reporting persons.

 

Morgan Stanley

  2  

Check the appropriate box if a member of a group. (See instructions)

(a)  ¨        (b)  x

 

  3  

SEC use only.

 

  4  

Citizenship or place of organization.

 

The state of organization is Delaware.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5    

Sole voting power.

 

0

   6   

Shared voting power.

 

3,055,430 shares*

   7   

Sole dispositive power.

 

0

   8   

Shared dispositive power.

 

3,055,430 shares*

  9  

Aggregate amount beneficially owned by each reporting person.

 

3,055,430 shares

10  

Check box if the aggregate amount in row (9) excludes certain shares (see instructions).  ¨

 

11  

Percent of class represented by amount in row (9).

 

5.7%

12  

Type of reporting person

 

HC, CO

 

* Although MSSB TPG Specialty Lending Onshore Feeder Fund (the “Trust”) beneficially owns 3,012,582 shares of the common stock of the Issuer and would otherwise be entitled to vote such shares, the Trust has contractually agreed to pass such voting rights through to the Trust’s underlying investors (each a “Unitholder” and collectively, the “Unitholders”) pro rata in accordance with each Unitholder’s relative ownership of units of the Trust. Each Unitholder will make its own determination as to how to vote with respect to its portion of the Trust’s shares of the Issuer, as well as whether or not to vote with respect to such shares. If Unitholders representing a certain percentage vote their interests, the Trust will vote all shares in accordance with the votes received. If, however, less than the agreed upon representative vote is received, the Trust will not vote any of the shares.

CUSIP No. 87265K102
  1   

Name of reporting persons.

 

Morgan Stanley Smith Barney Holdings LLC

  2  

Check the appropriate box if a member of a group. (See instructions)

(a)  ¨        (b)  x

 

  3  

SEC use only.

 

  4  

Citizenship or place of organization.

 

The state of organization is Delaware.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5    

Sole voting power.

 

0

   6   

Shared voting power.

 

3,012,582 shares*

   7   

Sole dispositive power.

 

0

   8   

Shared dispositive power.

 

3,012,582 shares*

  9  

Aggregate amount beneficially owned by each reporting person.

 

3,012,582 shares

10  

Check box if the aggregate amount in row (9) excludes certain shares (see instructions).  ¨

 

11  

Percent of class represented by amount in row (9).

 

5.6%

12  

Type of reporting person

 

OO

 

* Although the Trust beneficially owns 3,012,582 shares of the common stock of the Issuer and would otherwise be entitled to vote such shares, the Trust has contractually agreed to pass such voting rights through to the Trust’s underlying Unitholders pro rata in accordance with each Unitholder’s relative ownership of units of the Trust. Each Unitholder will make its own determination as to how to vote with respect to its portion of the Trust’s shares of the Issuer, as well as whether or not to vote with respect to such shares. If Unitholders representing a certain percentage vote their interests, the Trust will vote all shares in accordance with the votes received. If, however, less than the agreed upon representative vote is received, the Trust will not vote any of the shares.

CUSIP No. 87265K102
  1   

Name of reporting persons.

 

Morgan Stanley GWM Feeder Strategies LLC

  2  

Check the appropriate box if a member of a group. (See instructions)

(a)  ¨        (b)  x

 

  3  

SEC use only.

 

  4  

Citizenship or place of organization.

 

The state of organization is Delaware.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5    

Sole voting power.

 

0

   6   

Shared voting power.

 

3,012,582 shares*

   7   

Sole dispositive power.

 

0

   8   

Shared dispositive power.

 

3,012,582 shares*

  9  

Aggregate amount beneficially owned by each reporting person.

 

3,012,582 shares

10  

Check box if the aggregate amount in row (9) excludes certain shares (see instructions).  ¨

 

11  

Percent of class represented by amount in row (9).

 

5.6%

12  

Type of reporting person

 

OO

 

* Although the Trust beneficially owns 3,012,582 shares of the common stock of the Issuer and would otherwise be entitled to vote such shares, the Trust has contractually agreed to pass such voting rights through to the Trust’s underlying Unitholders pro rata in accordance with each Unitholder’s relative ownership of units of the Trust. Each Unitholder will make its own determination as to how to vote with respect to its portion of the Trust’s shares of the Issuer, as well as whether or not to vote with respect to such shares. If Unitholders representing a certain percentage vote their interests, the Trust will vote all shares in accordance with the votes received. If, however, less than the agreed upon representative vote is received, the Trust will not vote any of the shares.

CUSIP No. 87265K102
  1   

Name of reporting persons.

 

MSSB TPG Specialty Lending Onshore Feeder Fund

  2  

Check the appropriate box if a member of a group. (See instructions)

(a)  ¨        (b)  x

 

  3  

SEC use only.

 

  4  

Citizenship or place of organization.

 

The state of organization is Delaware.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5    

Sole voting power.

 

0

   6   

Shared voting power.

 

3,012,582 shares*

   7   

Sole dispositive power.

 

0

   8   

Shared dispositive power.

 

3,012,582 shares*

  9  

Aggregate amount beneficially owned by each reporting person.

 

3,012,582 shares

10  

Check box if the aggregate amount in row (9) excludes certain shares (see instructions).  ¨

 

11  

Percent of class represented by amount in row (9).

 

5.6%

12  

Type of reporting person

 

OO

 

* Although the Trust beneficially owns 3,012,582 shares of the common stock of the Issuer and would otherwise be entitled to vote such shares, the Trust has contractually agreed to pass such voting rights through to the Trust’s underlying Unitholders pro rata in accordance with each Unitholder’s relative ownership of units of the Trust. Each Unitholder will make its own determination as to how to vote with respect to its portion of the Trust’s shares of the Issuer, as well as whether or not to vote with respect to such shares. If Unitholders representing a certain percentage vote their interests, the Trust will vote all shares in accordance with the votes received. If, however, less than the agreed upon representative vote is received, the Trust will not vote any of the shares.

Item 1(a). Name of Issuer:

TPG Specialty Lending, Inc.

 

Item 1(b). Address of Issuer’s Principal Executive Offices:

301 Commerce Street, Suite 3300

Fort Worth, TX 76102

 

Item 2(a). Name of Person Filing:

This Schedule 13G is jointly filed by: (i) Morgan Stanley; (ii) Morgan Stanley Smith Barney Holdings LLC; (iii) Morgan Stanley GWM Feeder Strategies LLC; and (iv) MSSB TPG Specialty Lending Onshore Feeder Fund (all together, the “Reporting Persons”), with respect to shares of common stock (the “Shares”) of the Issuer beneficially owned by MSSB TPG Specialty Lending Onshore Feeder Fund. Morgan Stanley GWM Feeder Strategies LLC is the managing owner of MSSB TPG Specialty Lending Onshore Feeder Fund, and is a wholly-owned subsidiary of Morgan Stanley Smith Barney Holdings LLC. Morgan Stanley Smith Barney Holdings LLC is indirectly majority-owned by Morgan Stanley.

 

Item 2(b). Address of Principal Business Office, or, if none, Residence:

The principal business address of each of MSSB TPG Specialty Lending Onshore Feeder Fund and Morgan Stanley GWM Feeder Strategies LLC is 522 Fifth Avenue, 13th floor, New York, NY 10036. The principal business address of each of Morgan Stanley Smith Barney Holdings LLC and Morgan Stanley is 1585 Broadway New York, NY 10036.

 

Item 2(c). Citizenship:

The state of organization of each of MSSB TPG Specialty Lending Onshore Feeder Fund, Morgan Stanley GWM Feeder Strategies LLC, Morgan Stanley Smith Barney Holdings LLC and Morgan Stanley is Delaware.

 

Item 2(d). Title of Class of Securities:

Common Stock, $0.01 par value

 

Item 2(e). CUSIP Number:

87265K102

 

Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not applicable.

 

Item 4. Ownership as of August 11, 2014*.

 

  (a) Amount beneficially owned:

See the responses to Item 9 on the attached cover pages.

 

  (b) Percent of class:

See the responses to Item 11 on the attached cover pages.

 

  (c) Number of shares as to which such person has:

 

  (i) Sole power to vote or direct the vote:

See the responses to Item 5 on the attached cover pages.

 

  (ii) Shared power to vote or to direct the vote:

See the responses to Item 6 on the attached cover pages.

  (iii) Sole power to dispose or direct the disposition of:

See the responses to Item 7 on the attached cover pages.

 

  (iv) Shared power to dispose or to direct the disposition of:

See the responses to Item 8 on the attached cover pages.

 

* In Accordance with the Securities and Exchange Commission Release No. 34-39538 (January 12, 1998) (the “Release”), this filing reflects the securities beneficially owned, or that may be deemed to be beneficially owned, by certain operating units (collectively, the “MS Reporting Units”) of Morgan Stanley and its subsidiaries and affiliates (collectively, “MS”). This filing does not reflect securities, if any, beneficially owned by any operating units of MS whose ownership of securities is disaggregated from that of the MS Reporting Units in accordance with the Release.

 

Item 5. Ownership of Five Percent or Less of a Class.

Not applicable.

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported by the Parent Holding Company.

See Exhibit 99.2.

 

Item 8. Identification and Classification of Member of the Group.

Not applicable.

 

Item 9. Notice of Dissolution of Group.

Not applicable.

 

Item 10. Certification.

(c) By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Exhibits

 

99.1    Joint Filing Agreement, dated the date hereof, between the Reporting Persons.
99.2    Item 7 Information.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: August 18, 2014

   MSSB TPG SPECIALTY LENDING ONSHORE FEEDER FUND
  By:   MORGAN STANLEY GWM FEEDER STRATEGIES LLC
 

Its Managing Owner

  By:  

/s/ Michael Korn

  Name:   Michael Korn
  Title:   Authorized Signatory
  MORGAN STANLEY GWM FEEDER STRATEGIES LLC
  By:  

/s/ Michael Korn

  Name:   Michael Korn
  Title:   Authorized Signatory
  MORGAN STANLEY SMITH BARNEY HOLDINGS LLC
  By:  

/s/ Anne Cooney

  Name:   Anne Cooney
  Title:   Authorized Signatory
  MORGAN STANLEY
  By:  

/s/ Christina Huffman

  Name:   Christina Huffman
  Title:   Authorized Signatory
 EX-99.1 2 d775501dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

JOINT FILING AGREEMENT

The undersigned hereby agree that the foregoing statement on Schedule 13G, dated August 18, 2014, with respect to the shares of TPG Specialty Lending, Inc.’s Common Stock is, and any amendments thereto executed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to the Schedule 13G and each such amendment. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the 18th day of August 2014.

 

Date: August 18, 2014

   MSSB TPG SPECIALTY LENDING ONSHORE FEEDER FUND
  By:   MORGAN STANLEY GWM FEEDER STRATEGIES LLC
 

Its Managing Owner

  By:  

/s/ Michael Korn

  Name:   Michael Korn
  Title:   Authorized Signatory
  MORGAN STANLEY GWM FEEDER STRATEGIES LLC
  By:  

/s/ Michael Korn

  Name:   Michael Korn
  Title:   Authorized Signatory
  MORGAN STANLEY SMITH BARNEY HOLDINGS LLC
  By:  

/s/ Anne Cooney

  Name:   Anne Cooney
  Title:   Authorized Signatory
  MORGAN STANLEY
  By:  

/s/ Christina Huffman

  Name:   Christina Huffman
  Title:   Authorized Signatory
 EX-99.2 3 d775501dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

ITEM 7 INFORMATION

The securities being reported on by Morgan Stanley as a parent holding company are owned, or may be deemed to be beneficially owned, by MSSB TPG Specialty Lending Onshore Feeder Fund (the “Trust”). Morgan Stanley is the indirect majority owner of Morgan Stanley GWM Feeder Strategies, the managing owner of the Trust.