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TPG Specialty Lending, Inc. (Exact Name of Registrant As Specified in Charter)

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TPG Specialty Lending, Inc. (Exact Name of Registrant As Specified in Charter) Table of Contents As filed with the Securities and Exchange Commission on March 4, 2014 Securities Act File No. 333-193986 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ☐ Pre-Effective Amendment No. 1 ☒ Post-Effective Amendment No. ☐ TPG Specialty Lending, Inc. (Exact Name of Registrant as Specified in Charter) 301 Commerce Street, Suite 3300 Fort Worth, TX 76102 (Address of Principal Executive Offices) (817) 871-4000 (Registrant’s Telephone Number, including Area Code) David Stiepleman c/o TPG Specialty Lending, Inc. 345 California Street, Suite 3300 San Francisco, CA 94104 (Name and Address of Agent for Service) WITH COPIES TO: Michael A. Gerstenzang, Esq. Stuart H. Gelfond, Esq. Adam E. Fleisher, Esq. Paul D. Tropp, Esq. Helena K. Grannis, Esq. Fried, Frank, Harris, Shriver & Jacobson LLP Cleary Gottlieb Steen & Hamilton LLP One New York Plaza One Liberty Plaza New York, NY 10004 New York, NY 10006 Telephone: (212) 859-8000 Telephone: (212) 225-2000 Facsimile: (212) 859-4000 Facsimile: (212) 225-3999 Approximate date of proposed public offering: As soon as practicable after the effective date of this Registration Statement. If any securities being registered on this form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933, other than securities offered in connection with a dividend reinvestment plan, check the following box. ☐ It is proposed that this filing will become effective (check appropriate box): ☐ when declared effective pursuant to section 8(c) The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Table of Contents The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to completion, dated March 4, 2014 PRELIMINARY PROSPECTUS TPG Specialty Lending, Inc. Shares Common Stock We are a specialty finance company that has elected to be regulated as a business development company under the Investment Company Act of 1940. We seek to generate current income primarily through direct originations of senior secured loans and, to a lesser extent, originations of mezzanine loans and investments in corporate bonds and equity securities. As of December 31, 2013, our investment portfolio consisted of 30 investments in 27 portfolio companies with an aggregate fair value of $1,016.5 million. Following this offering, we intend to continue to pursue an investment strategy focused on direct origination of loans to middle-market companies principally domiciled in the United States. We are an externally managed, closed-end, non-diversified management investment company. TSL Advisers, LLC, or the Adviser, acts as our investment adviser and administrator. We and the Adviser are part of the TPG Special Situations Partners platform, which had over $8.5 billion of assets under management as of December 31, 2013, as adjusted for commitments accepted on January 2, 2014. TPG Special Situations Partners is the special situations and credit platform of TPG, a leading global private investment firm founded in 1992 with over $59 billion of assets under management as of December 31, 2013, as adjusted for commitments accepted on January 2, 2014. Certain of our existing investors, including our Adviser, have agreed to purchase $ million of our common stock in a private placement transaction at a purchase price per share equal to our initial public offering price per share. The private placement transaction is subject to certain customary closing conditions and also subject to, and will close concurrently with, the completion of this offering. The Adviser has also entered into an agreement with Goldman, Sachs & Co. in accordance with Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934, as amended, under which Goldman, Sachs & Co., as agent for the Adviser, will buy up to $25 million in the aggregate of our common stock during the period beginning after four full calendar weeks after the closing of this offering and ending on the earlier of the date on which all the capital committed to the plan has been exhausted or December 31, 2014, subject to certain conditions. See “Related-Party Transactions and Certain Relationships.” The companies in our investment portfolio are typically highly leveraged, and, in many cases, our investments in these companies are not rated by any rating agency. If these investments were rated, we believe that most would likely receive a rating of below investment grade (that is, below BBB- or Baa3). Our exposure to below investment grade instruments involves certain risks, including speculation with respect to the borrower’s capacity to pay interest and repay principal. This is our initial public offering of our shares of common stock. All of the shares of common stock offered by this prospectus are being sold by us. We are an “emerging growth company,” as defined in Section 2(a) of the U.S. Securities Act of 1933, and will be subject to reduced public company reporting requirements. Our shares of common stock have no history of public trading. We currently expect that the initial public offering price per share of our common stock will be between $ and $ per share. We have applied to have our common stock listed on the New York Stock Exchange under the symbol “TSLX.” Assuming an initial public offering price of $ per share, purchasers in this offering will experience dilution of approximately $ per share. See “Dilution” for more information. Investing in our common stock involves a high degree of risk. Shares of closed-end investment companies, including business development companies, frequently trade at a discount to their net asset values. If our shares trade at a discount to our net asset value, purchasers in this offering will face increased risk of loss. In addition, the companies in which we invest are subject to special risks. Before buying any shares, you should read the discussion of the material risks of investing in our common stock, including the risk of leverage, in “Risk Factors” beginning on page 22 of this prospectus. This prospectus contains important information you should know before investing in our common stock. Information required to be included in a Statement of Additional Information may be found in this prospectus. Please read it before you invest and keep it for future reference. We also file periodic and current reports, proxy statements and other information about us with the Securities and Exchange Commission. This information is available free of charge by contacting us at 345 California Street, Suite 3300, San Francisco, CA 94104, calling us at (817) 871-4000 or visiting our website at http://www.tpgspecialtylending.com. Information on our website is not incorporated into or a part of this prospectus. The Securities and Exchange Commission also maintains a website at http://www.sec.gov that contains this information. The Securities and Exchange Commission has not approved or disapproved these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Share Total Public offering price $ $ Sales load (underwriting discount)(1) $ $ Proceeds to us, before expenses(2) $ $ (1) See “Underwriting” for a more complete description of underwriting compensation. (2) We estimate that we will incur offering expenses of approximately $ million, or approximately $ per share, in connection with this offering. We have granted the underwriters an over-allotment option to purchase up to an additional shares of our common stock from us, at the public offering price, less the sales load payable by us, within 30 days from the date of this prospectus. If the underwriters exercise their over-allotment option in full, the total sales load will be $ million and total proceeds to us, before expenses, will be $ million. The shares of our common stock will be ready for delivery on or about . Joint Book-Running Managers J.P. Morgan BofA Merrill Lynch Goldman, Sachs & Co. Citigroup Wells Fargo Securities Barclays Co-Managers TPG Capital BD, LLC Janney Montgomery Scott JMP Securities The date of this prospectus is . Table of Contents CROSS REFERENCE SHEET ITEM NUMBER CAPTION LOCATION IN PROSPECTUS 1 Outside Front Cover Outside Front Cover Page 2 Cover Pages; Other Offering Information Inside Front and Outside Back Cover Pages 3 Fee Table and Synopsis Fees and Expenses 4 Financial Highlights Selected Financial Data and Other Information 5 Plan of Distribution Underwriting 6 Selling Shareholders Not Applicable 7 Use of Proceeds Use of Proceeds 8 General Description of the Registrant Outside Front Cover Page; Prospectus Summary; Risk Factors; Management’s Discussion and Analysis of Financial Condition and Results of Operations; The
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