This Amendment No. 1 (this “Amendment”) amends and restates Items 3 and 5(a) of the Schedule 13D filed on June 27, 2011 (the “Original Schedule 13D” and, as amended and restated by this Amendment, the “Schedule 13D”) by Universities Superannuation Scheme Limited as trustee for Universities Superannuation Scheme with respect to the common stock, $.01 par value (the “Common Stock”) of TPG Specialty Lending, Inc. (the “Issuer”). Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Original Schedule 13D. Capitalized terms used in this Amendment and not otherwise defined herein shall have the same meanings ascribed to them in the Original Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
This Amendment amends and restates Item 3 of the Original Schedule 13D in its entirety as set forth below:
The Issuer entered into separate subscription agreements with a number of investors providing for the private placement of the Company’s common shares pursuant to a private offering (“Private Offering”). Pursuant to a privately-negotiated subscription agreement between the Issuer and the Reporting Person (the “Subscription Agreement”) dated as of April 15, 2011 (the “Initial Closing Date”), the Reporting Person made a capital commitment of $150,000,000 (the “Commitment”) to purchase shares of the Issuer’s Common Stock in the Private Offering. Pursuant to the Subscription Agreement, the Reporting Person is required to make capital contributions, in an aggregate amount not to exceed the Commitment, to purchase shares of Common Stock each time the Issuer delivers a drawdown notice, which will be delivered at least 10 business days prior to the required funding date. Additionally, at all times prior to the occurrence of a Qualified IPO (as defined below), the Issuer will reinvest all cash dividends declared by the Issuer’s Board of Directors (the “Board”) on behalf of the Reporting Person unless the Reporting Person elects to receive its dividends in cash, crediting to the Reporting Person a number of shares of Common Stock equal to cash value of the dividend payable to the Reporting Person. Upon the earlier to occur of an initial public offering of Common Stock that results in an unaffiliated public float of at least $75 million (a “Qualified IPO”), and the fourth anniversary of the Initial Closing Date, the Reporting Person will be released from any further obligation to purchase additional shares, subject to certain exceptions contained in the Subscription Agreement.
The Issuer delivered a drawdown notice on June 17, 2011, and upon receiving the drawdown notice, the Reporting Person became obligated to make a capital contribution of $7,894,000 to purchase 7,894 shares (the “Shares”) of Common Stock at a price of $1,000 per share on June 30, 2011.
The cash reserves of the occupational pension scheme was the Reporting Person’s source of the funds for the purchase. No part of the purchase price paid or amount subscribed by the Reporting Person was represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the Shares.
The Issuer delivered a drawdown notice on August 1, 2011, and upon receiving the drawdown notice, the Reporting Person became obligated to make a capital contribution of $11,986,675 (the “August 1, 2011 Purchase Price”) to purchase 12,480 shares (the “Shares”) of Common Stock at a price of $960.47 per share.
The cash reserves of the occupational pension scheme was the Reporting Person’s source of the funds for the August 1, 2011 Purchase Price. No part of the August 1, 2011 Purchase Price paid or amount subscribed by the Reporting Person was represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the Shares.
Item 5. Interest in Securities of the Issuer.
This Amendment amends and restates Item 5(a) of the Original Schedule 13D in its entirety as set forth below:
(a) On August 1, 2011, the aggregate number of shares of Common Stock beneficially owned by the Reporting Person was 20,374, representing 18.41% of the issued and outstanding shares of Common Stock, which is calculated based on information provided to the Reporting Person by the Issuer.
Percent of Class: See Line 13 of the cover sheets.
The Reporting Persons disclaim beneficial ownership of the Shares except to the extent of its pecuniary interest therein, if any.
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: August 5, 2011
Universities Superannuation Scheme Limited
as trustee of Universities Superannuation Scheme
By: /s/ Mike Powell
Name: Mike Powell
Title: Head of Alternative Investments