Good morning and welcome to TPG Specialty Lending, Inc. March 31, 2015 Quarterly Earnings Conference Call. Before we begin today's call, I'd like to remind our listeners that remarks made during the call may contain forward-looking statements. Statements other than statements of historical facts made during this call may constitute forward-looking statements and are not guarantees of future performance or results and involve a number of risks and uncertainties. Actual results may differ materially from those in forward-looking statements as a result of number of factors, including those described from time-to-time in the TPG Specialty Lending Inc.'s filings with the Securities Exchange Commission. The Company assumes no obligation to update any such forward-looking statements. Yesterday after the market closed, the Company issued its quarterly earnings press release for the first quarter ended March 31, 2015 and posted a supplemental earnings slide presentation to the Investor Resources section of its website www.tpgspecialtylending.com. The earnings presentation should be reviewed in conjunction with the Company's Form 10-Q filed yesterday with the SEC. TPG Specialty Lending Inc.'s earnings release is also available on the Company's website under the Investor Resources section. As a reminder, this conference call is being recorded for replay purposes. I will now turn the call over to Joshua Easterly, Co-Chief Executive Officer and Chairman of the Board of TPG Specialty Lending, Inc.

Thank you, Ashley. Good morning everyone, and thank you for joining us this morning. I'll I’ll begin today with a brief overview of our quarterly highlights and then will turn the call over to my Partner, Mike Fishman, to discuss our originations and portfolio metrics for the first quarter of 2015. Alan Kirshenbaum, our CFO, will then discuss our quarterly financial results in more detail, and I will conclude with final remarks and our outlook for market conditions before opening the call to Q&A. I'm pleased to report solid originations and financial results for the first quarter. Net investment income per share was $0.39 for the first quarter of 2015, as compared to $0.57 per share for the fourth quarter of 2014. This quarter-over-quarter variance in net investment income per share of $0.18 was largely driven by an elevated level of revenues during the previous quarter related to investment pay-downs, which we discussed. During the first quarter of 2015, we generated net investment income plus realized gains of $0.42 per share, and net income of $0.45 per share as compared to $0.26 per share for the fourth quarter of 2014. Net asset value per share as of March 31 was $15.60, as compared to $15.53 as of December 31. Alan will walk you through these quarter-over-quarter differences in greater detail, but at a high level these variances were largely driven by unrealized gains on investments, primarily attributable to the tightening of spreads in the first lien liquid credit market during the first quarter. Though the vast majority of our portfolio is classified as Level III, illiquid investments, our illiquid portfolio is not isolated from broader changes in risk premiums. Changes in credit spreads impact our portfolio valuations, and may indirectly impact loan repayment activity. Turning now to our dividend, as announced on last quarter's call, our board of directors declared a first quarter 2015 dividend of $0.39 per share payable to shareholders of record as of March 31, which we paid on April 30. Our board has also declared a second quarter dividend of $0.39 per share, payable to shareholders of record as of June 30 on or about July 31. Our Board has established a dividend policy reflective of the high-quality earnings power of our business over the intermediate term, at a level that we believe can be consistently earned and which maximizes cash dividends to our shareholders. During the first quarter of 2015, we earned our dividend on a net investment income per share basis and over-earned our dividend on an NII plus realized gains basis. And as discussed on last quarter's call, we have over-earned our dividend for each of the previous three years. With those highlights, I'd like to turn it over to Mike who will walk you through our quarterly originations and portfolio metrics in more detail.

Thank Josh. Q1 was another solid originations quarter for us with gross originations of approximately $268 million, of which we syndicated $130 million, resulting in new investment commitments of approximately $138 million. These investments were distributed across three new portfolio companies, and three upsizings of existing portfolio companies. Of the $138 million of new investment commitments made during the quarter, approximately $130 million was funded. Over the last four quarters, we have generated average quarterly fundings of approximately $165 million, or approximately $660 million on a full year basis. During the first quarter, we exited commitments totaling $61 million due to the full paydowns of two Level 3 investments and the full sale of one of our liquid Level 2 investment. And as Alan will discuss in greater detail, during the first quarter we generated economics as a result of these full paydowns, albeit to a lesser extent than in the prior quarter, as we retained a greater share of earning assets. Approximately 94% of our debt investments have the benefit of call protection, which serves to mitigate reinvestment risk and results in additional economics when loans are repaid. The level of repayments experienced during the first quarter was below our average quarterly repayments over the past four quarters of approximately $120 million. Our payoffs were skewed towards the first part of the quarter, while our net portfolio growth was concentrated in the last few days of the quarter. Our net funded activity for the first quarter was approximately $70 million, as compared to our average quarterly net funded activity of approximately $45 million, based upon the past four quarters, or approximately $180 million of net funded activity on a full year basis- a level of growth that we continue to feel is prudent. Since inception through March 31, we've…

Thank you, Mike. I’ll take us through a review of our financial results. We ended the first quarter of 2015 with total portfolio investments of $1.33 billion, outstanding debt of $485 million, and net assets of $842 million. Our Net Investment Income was $0.39 per share, and NII plus net realized gains was $0.42 per share. Our average debt to equity ratio for the three months ended March 31 was 0.50 times as compared to 0.44 times for the previous quarter. At quarter-end March 31, our debt to equity ratio was 0.59 times pro forma for unsettled trades, as compared to 0.51 times at December 31. We have made considerable progress towards our target debt to equity ratio, which is 0.65 times to 0.75 times. Although the current regulatory limitations are one to one debt to equity, we believe there are structural limitations of operating at or near that level which include our practice of reserving for our unfunded commitments and reserving for our forward pipeline. As it relates to the right side of our balance sheet, in the first quarter of 2015, as we noted on our last call, we drew down on the remaining commitment from our SPV Asset Facility prior to the reinvestment period ending in January. As for other initiatives we’re focused on, we continue to evaluate additional ways to diversify our funding sources. We have significant liquidity at March 31st, with over $525 million of undrawn commitments, and we believe we remain match-funded from an interest rate and duration perspective, and have little to no funding risk in our business. As you can see on slide 8, during the three3 months ended March 31, we had a number of factors impacting our net asset value per share. In February our DRIP issuance had a small…

Thanks Kirsh. During the first quarter of 2015, the broader liquid markets experienced a “flight to quality”, with investors favoring first lien over more junior securities. LCD first lien spreads tightened by 28 basis points, while, conversely, LCD second lien spreads widened by 30 basis points. This was the third consecutive quarter in which LCD second lien spreads widened appreciably. As we’ve previously discussed, at this later point in the economic cycle, we remain primarily focused on investments at the top of the capital structure in industries that will perform well throughout cycles. During the quarter, we further reduced our second lien exposure, and since the first quarter of 2014, our second lien exposure has declined from 17% to 8% as of March 31, 2015. During the first quarter, our primarily first lien portfolio experienced a $0.12 per share appreciation in value, largely driven by the decline in first lien leveraged loan spreads, partially offset by an increase in second lien loan spreads. This appreciation, in conjunction with earning our dividend from a net investment income plus realized gains per share basis, resulted in solid financial results for the quarter and $0.07 per share of net asset value growth. Turning now to the broader market, as was announced publicly last month, GE Capital, the largest non-bank lender to the U.S. middle market, has announced its intention to sell nearly all of its non-captive finance assets. We believe that the exit of the largest middle market player will create ample opportunities for the remaining non-bank lenders. We believe this opportunity is particularly beneficial to BDCs that have scale and ample liquidity, providing them with the ability to originate and hold sizeable positions. Further, it is our belief that our established originations platform, supported by the recent approval of our application for…

Thank you. [Operator Instructions] Looks like we have a question from Mitchel Penn from Janney. Your line is open.

Yeah. Hi, guys. How is your business impacted if we go through a period of extended rising interest rates? And the follow-up is, what strategic changes would you make to your business if that occurred?

Great. Hey, Mitchel, it's Josh Easterly, nice to talk to you. Thanks for the question. So I think we will talk about credit quality and then we will talk about kind of the impact to the income statement and then we will talk to your second question. On the credit quality standpoint, I think the question is why are rates rising. The rates are rising because there is growth in the US economy and the fundamentals of the US economy are good. Typically our portfolio companies will participate in that and typically they have operating leverage. And so there should be no kind of negative impact on the credit quality of our portfolio. In the event that rates are rising for other reasons, i.e. rates were below fair value and subsidized by monetary policies by governments across the world and there isn't fundamental growth, I think what you will have is credit quality generally deteriorating, but we think our portfolio is well positioned given it’s a first lien portfolio with 2.7 times interest coverage. So I think generally the people under scenario B, who would be taking that pain or obviously equity investors in this portfolio companies and junior security holders given that interest costs of the borrowers would be rising, although we have a ton of coverage because of where we invest in the capital structure, but it would be tough on junior security holders. So if that -- the simple answer is what happens, it’s kind of what happens depending on why it's happening. The second question, as it relates to what happens to the economics of our business, there are -- the best page to look is page 56 in the most recent filing. We do have some embedded floors, but because our book is -- the way to think about is kind of 60% funded with fixed capital. We do have – we are asset sensitive to get past those floors, it takes about probably a little less than 100 basis points, so about 100 basis points increase in interest rates, which will cost us about $0.04 and then we start participating appreciatively. So on the strategic side, I think the answer is -- I think if you see, which I think we've already shifted our business with if you believe rates are going to rise, independent of the reason, or at least if there is some risk to rates rising under scenario B, which is rates are rising because of the lower fundamental fair value not because of growth, what we've done is we've shifted our portfolio into first lien securities and so we basically cut our second lien or junior securities in by half year-over-year given what we believe, although, a tail risk, to be a risk. Is that helpful, Mitchel?

Yeah, and one the things I am wondering about is, do you guys look at because under that strategy my guess is your dividend remains fairly constant, but the rates are rising around you. So on a relative basis you might be losing and the question is, do you have to think about some portion of your funding as fixed to give yourself the ability to grow the dividend in a rate-rising environment?

Good question. So let me take a step back. I think people have heard me talk about this. We don't believe we have an edge in macroeconomics, right. If people want a macro manager, there are great macro managers, but we think generally making those "bets" are very difficult given that we don't know that finding the edge in very liquid public securities that are based on individual idiosyncratic government issues is very, very challenging. So we are not a macro manager. So our objective is to be match funded and be rate agnostic. We have asset sensitivity in our book. What I would tell you is, how I would think it plays out and not to talk about the competition, but we have a floating rate book of 97%. We have asset sensitivity given that 60% of our balance sheet, the funds those assets is basically fixed in equity. So we will be able to grow the dividends as rates increase. Will we be able to grow as quick? The answer is, if we had an entire fixed rate liability structure, the answer is, of course not, but I don't have an edge in determining interest rates. The other piece I would tell you is that the sector has a higher proportion of their book in fixed rate securities, so as rates are rising, they are losing NAV or should be losing NAV, if they mark their books on the asset side, because those fixed rate securities are worthless. So I think you are asking a more philosophical fundamental question about how we think about our business and where do we think our edge is and our edge is originating middle market illiquid private credit and not as a macro manager. And so our financial policies are based on that. You could have theoretically and a lot of people did make this same argument 18 months ago about pending rising interest rates and effectively set their balance sheet to be short rates and they would have been giving us an immediate ROEs to investors, an immediate term ROEs to investors. Is that helpful?

Yeah. No, very helpful. Thanks.

We appreciate the question.

Thank you. Our next question comes from Terry Ma of Barclays. Your line is open.

Hey, guys, I want to see if we could get some color on the lending environment right now quarter-to-date and also your view on the credit cycle. I was thinking in the past Josh, you've mentioned middle to later endings of your credit cycle. The more recently I think a couple of large BDCs have said, they think the credit cycle is going to extend it by a year. So I just want to get your view to see if it's consistent?

Yeah. I will turn it over to Mike to answer you first question. Let me answer the second one first on the credit cycle. So are we in that -- when you look at cycles, cycle last, business cycles last t between seven and kind of nine years. And where 2009 was, May 2009 was the end of the last cycle. So we are six years into the cycle. The challenge with timing the credit cycle and going deeper down the capital structure is, the nature of our business is, we may illiquids investments where you write basically a -- we provide financing on somewhere between a four to six year basis. So I think our weighted average commitments this quarter were probably five years. It might have been under five years. So, the idea that the cycle extends a year is not that helpful when you write a call -- when the nature of your business is writing a call option to borrowers on the capital you’d provide them. So, I can’t tell for the bottom of the seventh, bottom of the eighth, bottom of the ninth. I don’t think it actually matters for a business if it’s -- because we’re not in a trading business if you’re wrong buying any. Is that helpful, Terry, given the nature of our business?

Yeah, I think that’s very helpful.

And so, you have to start shifting your portfolio earlier than later given that you’re writing a call option and term financing to your borrowers. So, I -- when -- if the credit -- if the cycle extends, what happens is your -- and credit spreads tighten, your borrowers will exercise that call option. Now that is out of the money for us, given that we have call protection, but they’ll exercise that call option and if the credit cycle doesn’t extend and you have portfolio issues, you effectively written a put on the valuation of the company and it’s going to get put to you and so they have that five year option. So, it’s not like you can make the call at the last moment. Fish, you want to talk about the current lending environment?

And also as what Josh was saying, I still see -- we were still seeing pretty good risk returns in the first lien investments that we’re making certainly relative to what we see in the current second lien investment opportunities that we’re looking at. So, number one, we think it’s the right time to continue to move up the capital structure and number two, on a relative basis, we view those investments as relative to what else we’re seeing in the market as better risk return investments.

Here is the conundrum, Terry and this is a -- this is I think owned by the sector and I’m going to get a little edgy here, as people are looking at me oddly, but I’m going to get a little edgy. I think that the conundrum is until investors start pricing and differentiating on a wide basis dividend yield, what happens is the mantra in the sector is all based on what’s happening to yields, not yields per unit of risk, and so, when people who are earning their cost of capital, they’re praised for increasing portfolio yields and so, hopefully the sector over time starts evolving where they start differentiating cost of equity based on risks and what happens is people get rewarded now for -- I read people’s equity research analyst reports and what happens is when people increase the underlying portfolio yields independent of what risk they’re taking on, the headlines are good quarter yields increase. And so, you have this cycle that happens in our industry and I think that will change over time hopefully and I think it’s got better where that industry and sectors start differentiating portfolios through their cost of capital and this is a -- this is not only investors who participate in the industry on the equity side but also rating agencies and access to longer term funding and differentiating that longer term funding costs based on the portfolio.

And as far as the current lending environment, the current competitive environment, I probably said that’s a year ago, six months ago, it was competitive then, I think it remains competitive but maybe we have the luxury, we look at a lot of the -- many opportunities every quarter would tend -- we need to be very, very selective and typically find three to five new opportunities that seem interesting to us that we close each quarter. So, given -- and I think I’ve mentioned the numbers that less than 2% of what we look at, we actually fund and from that perspective, we’re still able to find interesting opportunities but, that being said, I think the market certainly continues to be competitive. There is a fair amount of capital that’s been raised. I think if you take a forward view, given what’s going on in the BDC sector and certainly with GE, you see that environment should continue to improve and that there should be continued opportunities in the middle market for us.

It’s a very helpful color, thanks a lot.

[Operator Instructions] Our next question comes from Jonathan Bock of Wells Fargo. Your line is open.

So, Josh, a quick question for you and it relates to available capital. You made some opportunistic investments, both you and Mike, and it worked very well, whether it was Toys "R" Us or others in a credit dislocation and so, given that loan prices have effectively reflated and now that opportunistic trade has kind of paid off, how do you see those as a source of liquidity to kind of equate a pipeline of special sits and interesting originations versus the need for new equity capital?

Yes, it’s a good question, Jon. So, look, our view is when things are cheap, you want to buy when you have liquidity, when things are expensive, you want to sell. So, independent of what other investment opportunities you have at that moment of time because you’re giving up the kind of the opportunity -- the opportunity of that capital in the future. So, let’s take for example, we did sell a level two asset driven in the quarter, which was we bought two securities loans of first lien bond and one was an unsecured bond. I think we bought those first liens at 94,/95, we sold those at par in the quarter and so, look we had -- we obviously had excess liquidity in the quarter and so, it wasn’t a decision of hey, we want that liquidity to go – which could end in more interesting things but frankly, we just thought it was at fair value and so, we sold that and so, I think generally in time, when we will rotate the portfolio and be opportunistic, our capital and the opportunity cost of our capital and using that capital given most of the stuff we do is illiquid, is very in essential as illiquid. The opportunity cost of that capital is very, very high. And so, we think about it and we run our business that way and we’ll continue to try to optimize the portfolio not only based on what opportunity is existing in that moment of time, but also due to our more liquid portfolio, do we think it’s cheap or do we think it’s expensive. If it’s cheap, we’re going to continue to hold it, if it’s expensive, we’re going to move it.

I appreciate that. And now, maybe another question. Just as leverage grows because to Alan’s point, as you experience repayments, leverage obviously falls, but earnings benefit from the call premium that you bring in and if repayments slow, you leverage and that actually benefits earnings as well. The question is what happens as you start to get into more leverage and effectively or prudently lever the balance sheet at the 0.75 level over time. At that level, there really is no availability to further drop leverage unless you want to raise equity, which in that case depended on cost of capital, et cetera can be an NAV or excuse me an NOI push as we’ve seen for some BDCs. So, the leverage trade is still working and working well. Just a question of what happens when you are at a prudent level of leverage that you might not want to exceed and prepayments still aren’t coming in kind of what happens?

I think -- prepayment, there will always be a constant level of prepays in our business, right, but away from that, I think the point is you try to optimize the portfolio and then you make a decision on raising capital and for us to raise capital, well, what we’ve told people is, nine out of 10 times, it needs to be accretive on a book value basis. Otherwise, we should be using our capital to reduce our equity base and it needs to be accretive on an earnings basis based on the opportunity that we see. And so, we -- as you know, last year, we traded above, I think our stock closed above book value every day of the year and so we always had the opportunity to raise capital would have been accretive on a book value basis, but we didn't because it wouldn't have been accretive in our earnings basis given that we were below our target leverage ratio and we would have been creating drags, earnings drag in our business. So both of those things have to exist for us to raise capital 9 out of 10 times. There is an argument to be made when you are in 2009 and there is a lot of great investment opportunity where raising capital that’s slightly above book value and there are hopefully ways to do that, that is really accretive, is really accretive, but we are sure we are not at that moment in time and have to make that decision now. Nor do we expect we would have to make that decision in the future, but again 9 out of 10 times, it needs to be accretive on an earnings basis, it needs to be accretive on a book value basis and both those things have to exist.

Okay, thank you, thank you. Good. Well, now that you said that I'm going to make this one really tough and so Mike, Josh looking at one loan that Saba Software which is obviously one of the larger deals done in the quarter, can you maybe talk about how effectively this was sourced, there were a few accounting issues early on, I’m just trying to understand how you kind of became the solution provider here and how you expect -- how you expect the loan to perform overtime, obviously you wouldn’t have made investment if it doesn’t perform well, but what gives you the added layer of comfort when you step in, we will say somewhat complex situations, in order to earn outsize return for your investors while not risking principal?

Well, I’ll take a shot and then Michael can take a shot. Look, the reality is that there is, we make money because of illiquidity, so we like complex situations. This business is very well capitalized. I think we’re less than half of the capital structure, and less than half of the capital structure. So on a purchase side basis, we are 50% blended value, although we don't actually think about the world that way. We do private equity style due diligence, involved in scoping and looking at all these earnings before and really getting comfortable with the earnings power of the business and the fundamentals of the business. And so this is a business with a lot of recurring revenue that has a space that we know well that we’ve actually made investments previously in the space and in the sector and so we know the switching costs of customers, we know the return – the ROI proposition for customers and so generally we think there is a lot of downside protection in the business where kind of 1.7%, 1.7 times on a recurring revenue basis when we look at the DCF of a future recurring revenue streams in the margins. And we've got very, very comfortable with the future cost structure as a business. And so we think we've created a very good risk reward and not suggesting this is indicative at all, but this was an opportunity where we are able to underwrite a transaction, we ended up syndicating that transaction and we end up syndicating, creating a whole bunch of syndication income from that transaction, so the market generally thought we created a transaction that was very, very well placed.

I’ll add to that, we worked on this transaction many months during the process, a number of sponsors looked at, we know the current sponsor that owns it and we’ve had a long-standing relationship with them, conducted similar private equity style due diligence alongside of them and really had significant understanding of the business model, the business plan and so comfort in it for a lot of the reasons that Josh outlined.

The great thing about having an originations structure as well as, although we do keep up well, treat our sponsor’s information, we do institutionally have a knowledge of where cover bids are and how many people are involved in the process and where people have thought the asset was worth and that is not an indicative data point, but that is a data point that is helpful to us.

Great. And then last question, so what would you kind of estimate kind of the all-in IRR return to be on this investment on a go-forward basis, I understand it is first-lien, but looking beyond the coupon, I'm just kind of curious where that net return to you might be?

I think, Jonathan, we look at unlevered returns in many, many different ways, right and so obviously we won’t go name by name, but I would say this was a 12% to 15% yield to worst security

Okay. Guys, thank you for taking my questions.

Thank you. I'm not showing any further questions in queue. I'd like to turn the call back over to management for any further remarks.

Great. Well, look, we appreciate everybody's participation. Please don't hesitate to -- we appreciate everybody's participation, please don't hesitate to give us a call if you have any questions offline. I wanted to take a second in tradition and wish all the moms on our team Happy Mother's Day and thanks for your efforts and I hope people enjoy their weekend with their family and actually, Ashley, I think there was one call that just popped up.

Looks like we do have a question from Derek Hewett of Bank of America. Your line is open.

Good morning, everyone and sorry for the delay in the dialing in to the Q&A session, but I guess origination activity has been strong compared to peers this earnings season and since the GE is going to be exiting the middle market, should we expect to see more syndication revenue going forward, maybe as an offset to some of the episodic lift to earnings from the strong prepayment activity that you guys experienced last year?

So, look, I think the GE thing has, Derek, I think the GE thing has to play out. I don't know how it's going to play out. Surely, them going through a process to sell that business and given how they were positioned will create uncertainty on the margin for that franchise. If I know the bankers involved, which I do and I know GE, they’re going to try to do everything they possibly can to minimize that uncertainty and get that franchise kind of back on its footing in somebody else’s hand. But I think generally that capital and their resources will need to be absorbed by the market, which I think could create some opportunity, the GE announcement is pretty new, I don't think it's flowed through at this moment in time, but when we -- when there is opportunity to underwrite and provide to borrowers based on kind of our conviction or private equity style due diligence, we will take advantage of that and pass that on to our shareholders. And so we’ll continue to use that as a competitive advantage. The GE think doesn’t hurt. I think it's too early to tell you what the actual if it’s a neutral impact or directional positive, but it surely doesn't hurt.

Okay, great. Thank you very much.

Great, well, again, I appreciate. Everybody enjoy their Mother's Day with their families on the weekend. Thanks for getting up early on the West Coast. If you have any questions, please call myself, Mike Fishman or Alan Kirshenbaum and again appreciate people’s time. Thank you.

Ladies and gentlemen, thank you for participating in today's conference. This concludes today's program. You may now disconnect. Everyone have a wonderful day. 19