SEC Info - Sixth Street Specialty Lending, Inc. - ‘10-K’ for 12/31/23

SEC Info℠

Home

My Interests

Help

Please Sign In

Sixth Street Specialty Lending, Inc. – ‘10-K’ for 12/31/23 – ‘EX-97.1’

On: Thursday, 2/15/24, at 4:02pm ET · For: 12/31/23 · Accession #: 950170-24-15845 · File #: 1-36364

Previous ‘10-K’: ‘10-K’ on 2/16/23 for 12/31/22 · Latest ‘10-K’: This Filing · 27 References:

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/15/24  Sixth Street Specialty Lendi… Inc 10-K       12/31/23   87:42M                                    Donnelley … Solutions/FA

Annual Report — Form 10-K — SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML  10.31M 
 2: EX-4.8      Instrument Defining the Rights of Security Holders  HTML     42K 
 3: EX-21.1     Subsidiaries List                                   HTML     26K 
 4: EX-23.1     Consent of Expert or Counsel                        HTML     25K 
 8: EX-97.1     Clawback Policy re: Recovery of Erroneously         HTML     42K 
                Awarded Compensation                                             
 9: EX-99.1     Miscellaneous Exhibit                               HTML     27K 
 5: EX-31.1     Certification -- §302 - SOA'02                      HTML     31K 
 6: EX-31.2     Certification -- §302 - SOA'02                      HTML     31K 
 7: EX-32       Certification -- §906 - SOA'02                      HTML     29K 
11: R1          Document and Entity Information                     HTML    100K 
12: R2          Consolidated Balance Sheets                         HTML    118K 
13: R3          Consolidated Balance Sheets (Parenthetical)         HTML     59K 
14: R4          Consolidated Statements of Operations               HTML    142K 
15: R5          Consolidated Schedule of Investments                HTML   4.87M 
16: R6          Consolidated Schedule of Investments                HTML   2.41M 
                (Parenthetical)                                                  
17: R7          Consolidated Schedule of Investments (Affiliated    HTML   1.52M 
                Investments)                                                     
18: R8          Consolidated Schedule of Investments (Affiliated    HTML    244K 
                Investments) (Parenthetical)                                     
19: R9          Consolidated Statements of Changes in Net Assets    HTML    123K 
20: R10         Consolidated Statements of Cash Flows               HTML    135K 
21: R11         N-2                                                 HTML    829K 
22: R12         Organization and Basis of Presentation              HTML     34K 
23: R13         Significant Accounting Policies                     HTML     75K 
24: R14         Agreements and Related Party Transactions           HTML     60K 
25: R15         Investments at Fair Value                           HTML    160K 
26: R16         Derivatives                                         HTML    146K 
27: R17         Fair Value of Financial Instruments                 HTML    350K 
28: R18         Debt                                                HTML    249K 
29: R19         Commitments and Contingencies                       HTML    171K 
30: R20         Net Assets                                          HTML    109K 
31: R21         Earnings Per Share                                  HTML     72K 
32: R22         Dividends                                           HTML    122K 
33: R23         Income Taxes                                        HTML    116K 
34: R24         Financial Highlights                                HTML    282K 
35: R25         Selected Quarterly Financial Data (Unaudited)       HTML    117K 
36: R26         Subsequent Events                                   HTML     28K 
37: R27         Significant Accounting Policies (Policies)          HTML    116K 
38: R28         Investments at Fair Value (Tables)                  HTML    166K 
39: R29         Derivatives (Tables)                                HTML    136K 
40: R30         Fair Value of Financial Instruments (Tables)        HTML    352K 
41: R31         Debt (Tables)                                       HTML    187K 
42: R32         Commitments and Contingencies (Tables)              HTML    166K 
43: R33         Net Assets (Tables)                                 HTML     92K 
44: R34         Earnings Per Share (Tables)                         HTML     69K 
45: R35         Dividends (Tables)                                  HTML    120K 
46: R36         Income Taxes (Tables)                               HTML    101K 
47: R37         Financial Highlights (Tables)                       HTML    281K 
48: R38         Selected Quarterly Financial Data (Unaudited)       HTML    116K 
                (Tables)                                                         
49: R39         Significant Accounting Policies - Additional        HTML     34K 
                Information (Details)                                            
50: R40         Agreements and Related Party Transactions -         HTML     99K 
                Additional Information (Details)                                 
51: R41         Investments at Fair Value - Summary of Investments  HTML     54K 
                at Fair Value (Details)                                          
52: R42         Investments at Fair Value - Summary of Industry     HTML     75K 
                Composition of Investments at Fair Value (Details)               
53: R43         Investments at Fair Value - Summary of Industry     HTML     36K 
                Composition of Investments at Fair Value                         
                (Parenthetical) (Details)                                        
54: R44         Investments at Fair Value - Summary of Geographic   HTML     58K 
                Composition of Investments at Fair Value (Details)               
55: R45         Investments at Fair Value - Summary of Geographic   HTML     36K 
                Composition of Investments at Fair Value                         
                (Parenthetical) (Details)                                        
56: R46         Derivatives - Summary of Amounts Paid and Received  HTML     88K 
                on Interest Rate Swap Transactions, Excluding                    
                Upfront Fees (Details)                                           
57: R47         Derivatives - Additional Information (Details)      HTML     58K 
58: R48         Fair Value of Financial Instruments - Fair Value    HTML     59K 
                Measurements of Investments (Details)                            
59: R49         Fair Value of Financial Instruments - Changes in    HTML     73K 
                Fair Value of Investments Using Level 3 Inputs                   
                (Details)                                                        
60: R50         Fair Value of Financial Instruments - Net Change    HTML     42K 
                in Unrealized Gains or Losses on Investments for                 
                Which Level 3 Inputs were Used in Determining Fair               
                Value (Details)                                                  
61: R51         Fair Value of Financial Instruments - Fair Value    HTML     63K 
                of Level 3 Investments at Fair Value Significant                 
                Unobservable Inputs Used in Valuations (Details)                 
62: R52         Fair Value of Financial Instruments - Fair Value    HTML     55K 
                of Level 3 Investments at Fair Value Significant                 
                Unobservable Inputs Used in Valuations                           
                (Parenthetical) (Details)                                        
63: R53         Fair Value of Financial Instruments - Fair Value    HTML     40K 
                of Notes (Details)                                               
64: R54         Debt - Additional Information (Details)             HTML    291K 
65: R55         Debt - Schedule of Components of Interest Expense   HTML     54K 
                (Details)                                                        
66: R56         Debt - Schedule of Component of Carrying Value of   HTML     80K 
                Convertible Notes and Interest Rates (Details)                   
67: R57         Debt - Schedule of Debt Obligations (Details)       HTML     82K 
68: R58         Debt - Schedule of Debt Obligations                 HTML     49K 
                (Parenthetical) (Details)                                        
69: R59         Commitments and Contingencies - Schedule of         HTML    176K 
                Commitments To Fund Investments In Current                       
                Portfolio Companies (Details)                                    
70: R60         Commitments and Contingencies - Additional          HTML     31K 
                Information (Details)                                            
71: R61         Net Assets - Additional Information (Details)       HTML     72K 
72: R62         Net Assets - Schedule of Shares Issued to           HTML     51K 
                Stockholders (Details)                                           
73: R63         Earnings Per Share - Computation of Basic and       HTML     62K 
                Diluted Earnings Per Common Share (Details)                      
74: R64         Dividends - Summary of Dividends Declared           HTML     56K 
                (Details)                                                        
75: R65         Income Taxes - Summary of Tax Character of          HTML     30K 
                Shareholder Distributions (Details)                              
76: R66         Income Taxes - Summary of Tax Character of          HTML     28K 
                Shareholder Distributions (Parenthetical)                        
                (Details)                                                        
77: R67         Income Taxes - Summary of Tax Basis Components of   HTML     35K 
                Distributable Earnings (Details)                                 
78: R68         Income Taxes - Summary of Reconciliation Increase   HTML     39K 
                in Net Assets (Details)                                          
79: R69         Income Taxes - Additional Information (Details)     HTML     52K 
80: R70         Financial Highlights - Summary of Financial         HTML     73K 
                Highlights for One Share Common Stock Outstanding                
                (Details)                                                        
81: R71         Financial Highlights - Summary of Financial         HTML     40K 
                Highlights for One Share Common Stock Outstanding                
                (Parenthetical) (Details)                                        
82: R72         Selected Quarterly Financial Data (Unaudited) -     HTML     58K 
                Schedule of Selected Quarterly Financial Data                    
                (Details)                                                        
84: XML         IDEA XML File -- Filing Summary                      XML    162K 
87: XML         XBRL Instance -- tslx-20231231_htm                   XML  15.68M 
83: EXCEL       IDEA Workbook of Financial Report Info              XLSX    697K 
10: EX-101.SCH  XBRL Taxonomy Extension Schema With Embedded         XSD   7.77M 
                Linkbases Document -- tslx-20231231                              
85: JSON        XBRL Instance as JSON Data -- MetaLinks              805±  1.26M 
86: ZIP         XBRL Zipped Folder -- 0000950170-24-015845-xbrl      Zip   1.93M

‘EX-97.1’ — Clawback Policy re: Recovery of Erroneously Awarded Compensation

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

EX-97.1

Exhibit 97.1

Sixth Street Specialty Lending, Inc.

Incentive Compensation
Clawback Policy

(As Adopted November 2023 Pursuant to NYSE Rule 303A.14)

Overview. The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Sixth Street Specialty Lending, Inc. (the “Company”) has adopted this Incentive Compensation Clawback Policy (the “Policy”) which requires the recoupment of certain incentive-based compensation in accordance with the terms herein and is intended to comply with Section 303A.14 of The New York Stock Exchange Listed Company Manual, as such section may be amended from time to time (the “Listing Rules”). The Listing Rules require the Company to adopt this Policy regardless of whether Incentive Compensation is paid or otherwise awarded by the Company to Covered Executives. Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms under Section 12 of this Policy.

Interpretation and Administration. The Committee shall have full authority to interpret and enforce the Policy; provided, however, that the Policy shall be interpreted in a manner consistent with its intent to meet the requirements of the Listing Rules. As further set forth in Section 10 below, this Policy is intended to supplement any other clawback policies and procedures that the Company may have in place from time to time pursuant to other applicable law, plans, policies or agreements.

Covered Executives. The Policy applies to each current and former Executive Officer of the Company who serves or served as an Executive Officer at any time during a performance period in respect of which Incentive Compensation is Received, to the extent that any portion of such Incentive Compensation is (a) Received by the Executive Officer during the last three completed Fiscal Years or any applicable Transition Period preceding the date that the Company is required to prepare a Restatement (regardless of whether any such Restatement is actually filed) and (b) determined to have included Erroneously Awarded Compensation. For purposes of determining the relevant recovery period referenced in the preceding clause (a), the date that the Company is required to prepare a Restatement under the Policy is the earlier to occur of (i) the date that the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare a Restatement or (ii) the date a court, regulator, or other legally authorized body directs the Company to prepare a Restatement. Executive Officers subject to this Policy pursuant to this Section 3 are referred to herein as “Covered Executives.”

Recovery of Erroneously Awarded Compensation. If any Erroneously Awarded Compensation is Received by a Covered Executive, the Company shall reasonably promptly take steps to recover such Erroneously Awarded Compensation in a manner described under Section 5 of this Policy.

Forms of Recovery. The Committee shall determine, in its sole discretion and in a manner that effectuates the purpose of the Listing Rules, one or more methods for recovering any Erroneously Awarded Compensation hereunder in accordance with Section 4 above, which may include, without limitation: (a) requiring cash reimbursement; (b) seeking recovery or forfeiture of any gain realized on the vesting, exercise, settlement, sale, transfer or other disposition of any equity-based awards; (c) offsetting the amount to be recouped from any compensation otherwise owed by the Company to the Covered Executive; (d) cancelling outstanding vested or unvested equity awards; or (e) taking any other remedial and recovery action permitted by law, as determined by the Committee. To the extent the Covered Executive refuses to pay to the Company an amount equal to the Erroneously Awarded Compensation, the Company shall have the right to sue for repayment and/or enforce the Covered Executive’s obligation to make payment through the reduction or cancellation of outstanding and future compensation. Any reduction, cancellation or forfeiture of compensation shall be done in compliance with Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

No Indemnification. The Company shall not indemnify any Covered Executive against the loss of any Erroneously Awarded Compensation for which the Committee has determined to seek recoupment pursuant to this Policy.

Exhibit 97.1

Exceptions to the Recovery Requirement. Notwithstanding anything in this Policy to the contrary, Erroneously Awarded Compensation need not be recovered pursuant to this Policy if the Committee (or, if the Committee is not composed solely of Independent Directors, a majority of the Independent Directors serving on the Board) determines that recovery would be impracticable as a result of any of the following:

(a)

the direct expense paid to a third party to assist in enforcing the Policy would exceed the amount to be recovered; provided that, before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on expense of enforcement, the Company must make a reasonable attempt to recover such Erroneously Awarded Compensation, document such reasonable attempt(s) to recover, and provide that documentation to the Exchange;

(b)

recovery would violate home country law where that law was adopted prior to November 28, 2022; provided that, before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on violation of home country law, the Company must obtain an opinion of home country counsel, acceptable to the Exchange, that recovery would result in such a violation, and must provide such opinion to the Exchange; or

(c)

recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and the regulations thereunder.

Committee Determination Final. Any determination by the Committee with respect to the Policy shall be final, conclusive and binding on all interested parties.

Amendment. The Policy may be amended by the Committee from time to time, to the extent permitted under the Listing Rules.

10.

Non-Exclusivity. Nothing in the Policy shall be viewed as limiting the right of the Company or the Committee to pursue additional remedies or recoupment under or as required by any similar policy adopted by the Company or under the Company’s compensation plans, award agreements, employment agreements or similar agreements or the applicable provisions of any law, rule or regulation which may require or permit recoupment to a greater degree or with respect to additional compensation as compared to this Policy (but without duplication as to any recoupment already made with respect to Erroneously Awarded Compensation pursuant to this Policy). This Policy shall be interpreted in all respects to comply with the Listing Rules.

11.

Successors. The Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal representatives.

12.

Defined Terms.

“Covered Executives” shall have the meaning set forth in Section 3 of this Policy.

“Erroneously Awarded Compensation” shall mean the amount of Incentive Compensation actually Received, directly or indirectly, form the Company that exceeds the amount of Incentive Compensation that otherwise would have been Received had it been determined based on the restated amounts, and computed without regard to any taxes paid. For Incentive Compensation based on stock price or total shareholder return, where the amount of erroneously awarded Incentive Compensation is not subject to mathematical recalculation directly from the information in a Restatement:

(A)

The calculation of Erroneously Awarded Compensation shall be based on a reasonable estimate of the effect of the Restatement on the stock price or total shareholder return upon which the Incentive Compensation was Received; and

Exhibit 97.1

(B)

The Company shall maintain documentation of the determination of that reasonable estimate and provide such documentation to the Exchange.

“Exchange” shall mean The New York Stock Exchange.

“Executive Officer” shall mean the Company’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president of the Company in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person who performs similar policy-making functions for the Company. For the avoidance of doubt, “Executive Officer” does not include the Company’s investment adviser (the “Adviser”) or any of the Adviser’s directors, partners, officers or employees, solely in their capacity as such.

“Financial Reporting Measures” shall mean measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures, including, without limitation: stock price; total shareholder return; net asset value; net investment income; net income; net realized or unrealized gains; profitability; financial ratios; earnings before interest, taxes, depreciation and amortization; funds from operations and adjusted funds from operations; liquidity measures; return measures (e.g., return on investments, return on assets); earnings measures (e.g., earnings per share) and any of such financial reporting measures relative to a peer group (in each case, regardless of whether such measures are presented within the Company’s financial statements or included in a filing with the Securities and Exchange Commission).

“Fiscal Year” shall mean the Company’s fiscal year; provided that a Transition Period between the last day of the Company’s previous fiscal year end and the first day of its new fiscal year that comprises a period of nine to 12 months will be deemed a completed fiscal year.

“Incentive Compensation” shall mean any compensation (whether cash or equity-based) that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure, and may include, but shall not be limited to, performance bonuses and long-term incentive awards such as stock options, stock appreciation rights, restricted stock, restricted stock units, performance share units or other equity-based awards. For the avoidance of doubt, Incentive Compensation does not include (i) awards that are granted, earned and vested exclusively upon completion of a specified employment period, without any performance condition, and (ii) bonus awards that are discretionary or based on subjective goals or goals unrelated to Financial Reporting Measures. Notwithstanding the foregoing, compensation amounts shall not be considered “Incentive Compensation” for purposes of the Policy unless such compensation is Received (1) while the Company has a class of securities listed on a national securities exchange or a national securities association and (2) on or after October 2, 2023, the effective date of the Listing Rules.

“Independent Director” shall mean a director who is determined by the Board to be “independent” for Board or Committee membership, as applicable, under the rules of the Exchange, as of any determination date.

“Listing Rules” shall have the meaning set forth in Section 1 of this Policy.

Incentive Compensation shall be deemed “Received” in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive Compensation award is attained, even if the payment or grant of the Incentive Compensation occurs after the end of that period.

“Restatement” shall mean an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the Company’s previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.

Exhibit 97.1

“Transition Period” shall mean any transition period that results from a change in the Company’s Fiscal Year within or immediately following the three completed Fiscal Years immediately preceding the Company’s requirement to prepare a Restatement.

Adopted: November 2023

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-K’ Filing	Date	Other Filings

Filed on:	2/15/24	8-K
For Period end:	12/31/23
	10/2/23
	11/28/22
		List all Filings

2 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/04/24  Sixth Street Specialty Lendi… Inc 424B2                 12:2.5M                                   Donnelley … Solutions/FA
 2/29/24  Sixth Street Specialty Lendi… Inc 424B2                  1:1.5M                                   Donnelley … Solutions/FA

25 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/14/23  Sixth Street Specialty Lendi… Inc 8-K:1,2,9   8/14/23   12:366K                                   Donnelley … Solutions/FA
 8/03/23  Sixth Street Specialty Lendi… Inc 10-Q        6/30/23   77:44M                                    Donnelley … Solutions/FA
 7/17/23  Sixth Street Specialty Lendi… Inc 8-K/A:5,9   7/10/23   11:247K                                   Donnelley … Solutions/FA
 8/02/22  Sixth Street Specialty Lendi… Inc 10-Q        6/30/22    5:9.2M                                   Donnelley … Solutions/FA
 5/03/22  Sixth Street Specialty Lendi… Inc 10-Q        3/31/22    5:8.8M                                   ActiveDisclosure/FA
 2/17/22  Sixth Street Specialty Lendi… Inc 10-K       12/31/21    9:11M                                    ActiveDisclosure/FA
 2/17/21  Sixth Street Specialty Lendi… Inc 10-K       12/31/20    9:11M                                    ActiveDisclosure/FA
 2/03/21  Sixth Street Specialty Lendi… Inc 8-K:1,2,9   2/03/21    3:182K                                   Donnelley … Solutions/FA
 6/19/20  Sixth Street Specialty Lendi… Inc 8-K:5,9     6/15/20    4:148K                                   Donnelley … Solutions/FA
 2/19/20  Sixth Street Specialty Lendi… Inc 10-K       12/31/19    9:10M                                    ActiveDisclosure/FA
11/01/19  Sixth Street Specialty Lendi… Inc 8-K:1,2,9  11/01/19    3:241K                                   Donnelley … Solutions/FA
 2/20/19  Sixth Street Specialty Lendi… Inc 10-K       12/31/18    6:9.2M                                   ActiveDisclosure/FA
11/06/18  Sixth Street Specialty Lendi… Inc 10-Q        9/30/18    5:6.6M                                   ActiveDisclosure/FA
 2/21/18  Sixth Street Specialty Lendi… Inc 10-K       12/31/17    6:8.8M                                   ActiveDisclosure/FA
 2/22/17  Sixth Street Specialty Lendi… Inc 10-K       12/31/16    8:8.2M                                   ActiveDisclosure/FA
11/03/15  Sixth Street Specialty Lendi… Inc 10-Q        9/30/15    6:5.9M                                   ActiveDisclosure/FA
 3/30/15  Sixth Street Specialty Lendi… Inc 8-K:1,2,9   3/27/15    2:965K                                   Donnelley … Solutions/FA
11/03/14  Sixth Street Specialty Lendi… Inc 10-Q        9/30/14    6:2M                                     Donnelley … Solutions/FA
 8/04/14  Sixth Street Specialty Lendi… Inc 10-Q        6/30/14    8:1.3M                                   Donnelley … Solutions/FA
 3/17/14  Sixth Street Specialty Lendi… Inc N-2/A                  6:596K                                   Donnelley … Solutions/FA
 3/04/14  Sixth Street Specialty Lendi… Inc 10-K       12/31/13    9:3.6M                                   Donnelley … Solutions/FA
12/04/12  Sixth Street Specialty Lendi… Inc 8-K:1,9    11/29/12    2:155K                                   Donnelley … Solutions/FA
 3/22/12  Sixth Street Specialty Lendi… Inc 10-K       12/31/11    9:1.7M                                   Donnelley … Solutions/FA
12/13/11  Sixth Street Specialty Lendi… Inc 8-K:1,5,9  12/12/11    2:111K                                   Donnelley … Solutions/FA
 3/14/11  Sixth Street Specialty Lendi… Inc 10-12G/A               5:600K                                   Donnelley … Solutions/FA

↑Top

Filing Submission 0000950170-24-015845 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Sixth Street Specialty Lending, Inc. – ‘10-K’ for 12/31/23 – ‘EX-97.1’

On: Thursday, 2/15/24, at 4:02pm ET · For: 12/31/23 · Accession #: 950170-24-15845 · File #: 1-36364

Annual Report — Form 10-K — SEA’34Filing Table of Contents

‘EX-97.1’ — Clawback Policy re: Recovery of Erroneously Awarded Compensation

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

2 Subsequent Filings that Reference this Filing

25 Previous Filings that this Filing References

Annual Report — Form 10-K — SEA’34

Filing Table of Contents