Sixth Street Specialty Lending, Inc 8-K, filed Mar 24, 2021
Sixth Street Specialty Lending, Inc. (TSLX)
About this 8-K
Sixth Street Specialty Lending, Inc filed this 8-K on March 24, 2021.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 24, 2021
Sixth Street Specialty Lending, Inc.
(Exact name of registrant as specified in charter)
| Delaware | 001-36364 | 27-3380000 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S Employer Identification No.) | ||
| 2100 McKinney Avenue, Suite 1500 Dallas, TX |
75201 | |||
| (Address of Principal Executive Offices) | (zip code) | |||
Registrant’s telephone number, including area code: (469) 621-3001
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Common Stock, par value $0.01 per share | TSLX | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 – Other Events
On March 24, 2021, Sixth Street Specialty Lending, Inc. (the “Company”) issued 49,689 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (“Common Stock”), pursuant to the underwriters’ partial exercise of the option to purchase additional shares granted to the underwriters in connection with the Company’s previously announced public offering of 4,000,000 shares of Common Stock, which closed February 23, 2021. Net proceeds to the Company from the issuance of the Shares were approximately $1.0 million (after deducting estimated offering expenses).
Item 9.01 – Financial Statements and Exhibits
(d) Exhibits:
| Exhibit Number |
Description | |
| 5.1 | Opinion of Cleary Gottlieb Steen & Hamilton LLP | |
| 23.1 | Consent of Cleary Gottlieb Steen & Hamilton LLP (included as part of Exhibit 5.1) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SIXTH STREET SPECIALTY LENDING, INC. (Registrant) | ||||||
| Date: March 24, 2021 | By: | /s/ Ian Simmonds | ||||
| Ian Simmonds | ||||||
| Chief Financial Officer | ||||||
Exhibit 5.1
March 24, 2021
Sixth Street Specialty Lending, Inc.
2100 McKinney Avenue, Suite 1500
Dallas, TX 75201
Ladies and Gentlemen:
We have acted as counsel to Sixth Street Specialty Lending, Inc., a Delaware corporation (the “Company”), in connection with the Company’s offering pursuant to a registration statement on Form N-2 (No. 333-231271), as amended as of its most recent effective date (February 18, 2021) for purposes of Rule 430B(f)(2) under the Securities Act of 1933, as amended (the “Securities Act”) (as so amended, including the documents incorporated by reference therein, the “Registration Statement”), and the related prospectus dated May 7, 2019, included in the Registration Statement filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act (the “Base Prospectus”), as supplemented by the preliminary prospectus supplement dated February 18, 2021, as filed with the Commission pursuant to Rule 424(b)(2) under the Securities Act (the “Preliminary Prospectus Supplement”) and the related prospectus supplement dated February 18, 2021, as filed with the Commission pursuant to Rule 424(b)(2) under the Securities Act (the “Final Prospectus Supplement”) of 49,689 of the Company’s shares of common stock, par value $0.01 per share (the “Securities”). The Base Prospectus and the Preliminary Prospectus Supplement together are herein called the “Pricing Prospectus,” and the Base Prospectus and the Final Prospectus Supplement together are herein called the “Final Prospectus.”
In arriving at the opinion expressed below, we have reviewed the following documents:
| (a) | an executed copy of the Underwriting Agreement dated February 18, 2021 among the Company, Sixth Street Specialty Lending Advisers, LLC, a Delaware limited liability company registered as an investment adviser, and the several underwriters named in Schedule 1 thereto; |
Sixth Street Specialty Lending, Inc., p. 2
| (b) | the Registration Statement; |
| (c) | the Pricing Prospectus; |
| (d) | the Final Prospectus; |
| (e) | a certificate of American Stock Transfer & Trust Company, LLC, as registrar and transfer agent for the Securities, certifying due issuance and registration of the Securities; |
| (f) | copies of the Company’s Amended and Restated Certificate of Incorporation and Certificate of Amendment to the Amended and Restated Certificate of Incorporation, each certified by the Secretary of State of the State of Delaware, and the Company’s Amended and Restated Bylaws, certified by the Secretary of the Company. |
In addition, we have reviewed the originals or copies certified or otherwise identified to our satisfaction of all such corporate records of the Company and such other documents, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinion expressed below.
In rendering the opinion expressed below, we have assumed the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. In addition, we have assumed and have not verified the accuracy as to factual matters of each document we have reviewed.
Based on the foregoing, and subject to the further assumptions and qualifications set forth below, it is our opinion that the Securities have been validly issued by the Company and are fully paid and nonassessable.
Insofar as the foregoing opinion relates to the validity, binding effect or enforceability of any agreement or obligation of the Company, (a) we have assumed that the Company and each other party to such agreement or obligation has satisfied those legal requirements that are applicable to it to the extent necessary to make such agreement or obligation enforceable against it (except no such assumption is made as to the Company regarding matters of the General Corporation Law of the State of Delaware that in our experience normally would be applicable to general business entities with respect to such agreement or obligation) and (b) such opinion is subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity.
The foregoing opinion is limited to the General Corporation Law of the State of Delaware.
We hereby consent to the use of our name in the Final Prospectus under the headings “Legal Matters” as counsel for the Company that has passed on the validity of the Securities, and to the filing of this opinion letter as Exhibit 5.1 to the Company’s Current Report on Form 8-K dated March 24, 2021. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
Sixth Street Specialty Lending, Inc., p. 3
The opinion expressed herein is rendered on and as of the date hereof, and we assume no obligation to advise you or any other person, or to make any investigations, as to any legal developments or factual matters arising subsequent to the date hereof that might affect the opinion expressed herein.
| Very truly yours, | ||
| CLEARY GOTTLIEB STEEN & HAMILTON LLP | ||
| By: | /s/ Adam E. Fleisher | |
| Adam E. Fleisher, a Partner | ||