TICC Capital Corp. (Form: 8-K, Received: 03/02/2017 08:01:44)

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 2, 2017 (February 27, 2017)

TICC CAPITAL CORP.

(Exact name of registrant as specified in its charter)

Maryland		000-50398		20-0188736
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

8 Sound Shore Drive, Suite 255

Greenwich, CT 06830

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (203) 983-5275

Check the appropriate box below if the Form 8-K 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))

Item 2.02. Results of Operations and Financial Condition.

On March 2, 2017, TICC Capital Corp. (the “Company”) issued a press release announcing its financial results for the quarter ended December 31, 2016. The text of the press release is included as Exhibit 99.1 to this Form 8-K. Additionally, on March 2, 2017, the Company made available on its website, www.ticc.com, supplemental investor information with respect to the earnings release.

The information in this Current Report, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, unless it is specifically incorporated by reference therein.

Item 5.05. Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

On February 27, 2017, the Company’s Board of Directors approved an amended and restated Code of Business Conduct and Ethics (the “Amended Code”). The changes were designed to incorporate into the Amended Code current governance best practices, including clarification of prohibitions on the use of confidential information, expansion of provisions addressing corporate opportunities, and the addition of provisions relating to fair dealing and media relations.

The foregoing description of the revisions reflected in the Amended Code is qualified in its entirety by reference to the full text of the Amended Code, a copy of which is filed as Exhibit 14.1 to this Current Report. A copy of the Amended Code is also publicly available on the Company’s website at www.ticc.com.

Item 9.01 Financial Statements and Exhibits.

(a)

Not applicable.

(b)

Not applicable.

(c)

Not applicable.

(d)

Exhibits.

Exhibit No.	Description

14.1	Code of Business Conduct and Ethics
99.1	Press release dated March 2, 2017

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 2, 2017	TICC CAPITAL CORP.


	By:	/s/ Saul B. Rosenthal
		Saul B. Rosenthal
		President

Exhibit 14.1

TICC CAPITAL CORP.
(THE “CORPORATION”)

CODE OF BUSINESS CONDUCT AND ETHICS

Introduction

Ethics are important to TICC Capital Corp. (the “ Company ” , “ our ” , “ us ” , or “ we ”). The Company is committed to the highest ethical standards and to conducting its business with the highest level of integrity.

All officers, members of the Company’s Board of Directors (the “Board” ) and employees of the Company are responsible for maintaining this level of integrity and for complying with the policies contained in this Code. You should use this Code to help you recognize ethical issues and take the appropriate steps to resolve these issues by raising any concerns with the Company’s management or as outlined in the applicable sections of this Code.

II.

Purpose of the Code

This Code applies to TICC’s principal executive officer, principal financial officer or principal accounting officer, or persons performing similar functions (collectively, the “Covered Officers” each of whom is set forth in Appendix B), as well as any other officers, directors and employees of the Company (collectively, with the Covered Officers, the “Covered Persons” and individually, “you”).

All Covered Persons will acknowledge in writing that they have received a copy of this Code, read it, and understand that the Code contains our expectations regarding their conduct.

This Code is intended to promote:

honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

full, fair, accurate, timely and understandable disclosure in reports and documents that a registrant files with, or submits to, the Securities and Exchange Commission (“SEC”) or the NASDAQ Global Select Market and in other public communications made by the Corporation;

compliance with applicable laws and governmental rules and regulations;

the prompt reporting of violations of the Code to persons identified in the Code; and

our commitment to a corporate culture that values honesty and accountability.

Each Covered Person should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest.

III.

Covered Persons Should Handle Ethically Actual and Apparent Conflicts of Interest

Overview. A “conflict of interest” occurs when a Covered Person’s private interest interferes with the interests of, or his/her service to, the Corporation. For example, a conflict of interest would arise if a Covered Person, or a member of his/her family, receives improper personal benefits as a result of his/her position in the Corporation.

Certain conflicts of interest arise out of the relationships between Covered Persons and the Corporation and already are subject to conflict of interest provisions in the Investment Company Act of 1940, as amended (the “Investment Company Act” ).

Other conflicts of interest are covered by the Code, even if such conflicts of interest are not subject to provisions in the Investment Company Act. The overarching principle is that the personal interest of a Covered Person should not be placed improperly before the interest of the Corporation.

Covered Officers.

For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with the Corporation because of their status as “affiliated persons” of the Corporation. The Corporation’s compliance programs and procedures are designed to prevent, or identify and correct, violations of these provisions.

Each Covered Officer is an employee of a service provider (“Service Provider”) to the Corporation. Although typically not presenting an opportunity for improper personal benefit, conflicts arise from, or as a result of, the contractual relationship between the Corporation and the Service Providers of which the Covered Officers are also officers or employees. As a result, this Code recognizes that the Covered Officers will, in the normal course of their duties (whether formally for the Corporation or for the Service Provider of which the Covered Officer is an employee, or for both), be involved in establishing policies and implementing decisions which will have different effects on the Service Provider and the Corporation. The participation of the Covered Officers in such activities is inherent in the contractual relationship between the Corporation and the Service Provider and is consistent with the performance by the Covered Officers of their duties as officers of the Corporation. Thus, if performed in conformity with the provisions of the Investment Company Act, such activities will be deemed to have been handled ethically. In addition, it is recognized by the Board of Directors that the Covered Officers may also be or in the future become officers or employees of one or more other investment companies covered by this or other Codes.

Covered Persons.

The following list provides examples of conflicts of interest under the Code, but Covered Persons should keep in mind that these examples are not exhaustive.

Each Covered Person must:

not use his personal influence or personal relationships improperly to influence investment decisions or financial reporting by the Corporation whereby the Covered Person would benefit personally to the detriment of the Corporation;

not cause the Corporation to take action, or fail to take action, for the individual personal benefit of the Covered Person rather than for the benefit of the Corporation;

not use material non-public knowledge of portfolio transactions made or contemplated for the Corporation to trade personally or cause others to trade personally in contemplation of the market effect of such transactions.

not use our property, information, or position for your personal gain or the gain of a family member;

not engage in conduct or activity that improperly interferes with our existing or prospective business relations with a third party;

not accept bribes, kickbacks or any other improper payments for services relating to the conduct of our business;

not accept, or have an immediate family member accept, a gift from persons or entities that deal with us, in situations where the gift is being made in order to influence your actions as a member of the Board (if applicable), or where acceptance of the gift could otherwise reasonably create the appearance of a conflict of interest; and

not compete, or prepare to compete, with us.

There are some conflict of interest situations that may be discussed with the Company’s President (the “President” ) or the Chairman of the Board if material. Examples of these include: ¹

service as a director on the board of any public or private company;

the receipt of any non-nominal gifts from any person or company with which the Corporation has current or prospective business dealings. For purposes of this Code, “non-nominal” are those gifts in excess of $250 for any single gift and $350 in aggregate value from a single source during any calendar year;

the receipt of any entertainment from any company with which the Corporation has current or prospective business dealings, unless such entertainment is business-related, reasonable in cost, appropriate as to time and place, and not so frequent as to raise any question of impropriety;

any ownership interest in, or any consulting or employment relationship with, any of the Corporation’s service providers, other than its investment adviser, subadviser, principal underwriter, administrator or any affiliated person thereof and the Service Provider of which such Covered Person is an employee; and

Any activity or relationship that would present a conflict for a Covered Person would likely also present a conflict for the Covered Person if a member of the Covered Person’s family engages in such an activity or has such a relationship.

a direct or indirect financial interest in commissions, transaction charges or spreads paid by the Corporation for effecting portfolio transactions or for selling or repurchasing shares other than an interest arising from the Covered Person’s employment, such as compensation or equity ownership.

IV.

Disclosure & Compliance

Each Covered Person should be familiar with the disclosure requirements generally applicable to the Corporation;

each Covered Person should not knowingly misrepresent, or cause others to misrepresent, facts about the Corporation to others, whether within or outside the Corporation, including to the Corporation’s directors and auditors, and to governmental regulators and self-regulatory organizations;

each Covered Person should, to the extent appropriate within his area of responsibility, consult with other officers and employees of the Corporation and the Corporation’s adviser or subadviser with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Corporation files with, or submits to, the SEC and in other public communications made by the Corporation; and

it is the responsibility of each Covered Person to promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations, our policies and procedures that apply to you, including our insider trading compliance policies.

Fair Dealing

You must endeavor to deal fairly with our customers, suppliers and business partners, or any other companies or individuals with whom we do business or come into contact with, including fellow Covered Persons. You must not take unfair advantage of these or other parties by means of:

manipulation;

concealment;

abuse of privileged information;

misrepresentation of material facts; or

any other unfair-dealing practice.

VI.

Media Relations

We must speak with a unified voice in all dealings with the press and other media. As a result, our Chief Executive Officer, President and Chief Operating Officer, Chief Financial Officer and Chairman of the Board are the sole contacts for media seeking information about the Company. Any requests from the media must be referred to one of the aforementioned officers or directors.

VII.

Reporting and Accountability

Each Covered Person must:

upon adoption of the Code (or thereafter as applicable, upon becoming a Covered Person), affirm in writing to the Board that he has received, read, and understands the Code;

annually thereafter affirm to the Board that he has complied with the requirements of the Code;

not retaliate against any employee or Covered Person or their affiliated persons for reports of potential violations that are made in good faith;

notify the President of the Corporation or Chairman of the Board promptly if he knows of any violation of this Code. Failure to do so is itself a violation of this Code; and

report at least annually any change in his affiliations from the prior year.

The President is responsible for applying this Code to specific situations in which questions are presented under it and has the authority to interpret this Code in any particular situation. However, notwithstanding the foregoing, the Audit Committee (the “Committee” ) is responsible for granting waivers ² and determining sanctions, as appropriate, and any approvals, interpretations or waivers sought by the Corporation’s principal executive officers or directors will be considered by the Committee.

The Corporation will follow these procedures in investigating and enforcing this Code:

the President will take any action he considers appropriate to investigate any actual or potential violations reported to him;

if, after such investigation, the President believes that no violation has occurred, the President shall meet with the person reporting the violation for the purposes of informing such person of the reason for not taking action;

any matter that the President believes is a violation will be reported to the Committee;

if the Committee concurs that a violation has occurred, it will inform and make a recommendation to the Board, which will consider appropriate action, which may include review of, and appropriate modifications to, applicable policies and procedures; notification to appropriate personnel of the Service Provider of which such Covered Person is an employee or its board; a recommendation to such Service Provider to dismiss the Covered Person; or dismissal of the Covered Person as an officer of the Corporation;

Instruction 2 to Item 5.05 of Form 8-K defines “waiver” as “the approval by the registrant of a material departure from a provision of the code of ethics” and “implicit waiver,” which must also be disclosed, as “the registrant’s failure to take action within a reasonable period of time regarding a material departure from a provision of the code of ethics that has been made known to an executive officer” of the registrant.

the Committee will be responsible for granting waivers, as appropriate; and

any changes to or waivers of this Code will, to the extent required, be disclosed as provided by SEC rules.

The Committee, in determining whether waivers should be granted and whether violations have occurred, and the President, in rendering decisions and interpretations and in conducting investigations of potential violations under the Code, may, at their discretion, consult with such other persons as they may determine to be appropriate, including, but not limited to, a senior legal officer of the Corporation or its adviser or its subadviser, counsel to the Corporation or the Service Provider, independent auditors or other consultants, subject to any requirement to seek pre-approval from the Corporation’s Committee for the retention of independent auditors to perform permissible non-audit services.

VIII.

Waivers

An executive officer or director may request a waiver of any of the provisions of this Code by submitting a written request for such waiver to the Committee setting forth the basis for such request and explaining how the waiver would be consistent with the standards of conduct described herein. The Committee shall review such request and make a determination thereon in writing, which shall be binding.

In determining whether to waive any provisions of this Code, the Committee shall consider whether the proposed waiver is consistent with honest and ethical conduct.

The President shall submit an annual report to the Board regarding waivers granted.

IX.

Other Policies and Procedures

This Code shall be the sole code of ethics adopted by the Corporation for purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to it thereunder and the sole code of conduct adopted by the Corporation under Rule 5610 of the NASDAQ Stock Market listing rules. Insofar as other policies or procedures of the Corporation, the Corporation’s adviser, sub-adviser, principal underwriter, or the Service Providers govern or purport to govern the behavior or activities of the Covered Persons who are subject to this Code, they are superseded by this Code to the extent that they overlap or conflict with the provisions of this Code. The codes of ethics of the Corporation and their investment adviser, subadviser, principal underwriter and Service Providers under Rule 17j-1 under the Investment Company Act are separate requirements applying to the Covered Officers and others, and are not part of this Code.

Amendments

Any amendments to this Code, other than amendments to Appendix B, must be approved or ratified by a majority vote of the Corporation’s board, including a majority of independent directors.

XI.

Confidentiality

Pursuant to your fiduciary duties, you are required to protect and hold confidential all non-public information obtained due to your position as a member of the board, officer of the Company or officer or employee of the Company’s investment adviser absent the express or implied permission of the Board to disclose such information. Accordingly,

• no Covered Person shall use confidential information for his or her own personal benefit or to benefit persons or entities outside the Company; and

• no Covered Person shall disclose confidential information outside the Company, either during or after his or her service as an officer, director or employee of the Company, except with authorization of the Board, as may be otherwise required by law or as part of a voluntary communications with the Securities and Exchange Commission concerning possible securities law violations.

All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or as contemplated by this Code, such matters shall not be disclosed to anyone other than the Board and its counsel, the investment adviser and its counsel, the Service Provider of which such Covered Person is an employee or independent auditors or other consultants referred to in Section VII above.

XII.

Internal Use

The Code is intended solely for the internal use by the Corporation and does not constitute an admission, by or on behalf of any person, as to any fact, circumstance, or legal conclusion.

Date: February 27, 2017

Appendix A

TICC Capital Corp.

Acknowledgment Regarding

Code of Business Conduct and Ethics

This acknowledgment is to be signed and returned to our Chief Compliance Officer.

I have received a copy of TICC Capital Corp.’s Code of Business Conduct and Ethics, read it, and understand that the Code of Business Conduct and Ethics contains the expectations of TICC Capital Corp. regarding my conduct. I agree to observe the policies and procedures contained in the Code of Business Conduct and Ethics. Further, if I have been subject to the Code during the last year, I affirm to the Board that I have complied with the requirements of the Code.

	Name (Printed)


	Signature


	Date

Appendix B

Covered Officers

Principal Executive Officer: Jonathan H. Cohen (Chief Executive Officer)

Principal Financial Officer or person performing similar functions: Bruce L. Rubin (Chief Financial Officer, Chief Accounting Officer, Treasurer and Corporate Secretary)

Exhibit 99.1

TICC Announces Results of Operations for the Quarter Ended December 31, 2016 and

Announces Quarterly Distributions of $0.20 per Share for Each of the Quarters Ending March 31, 2017, June 30, 2017, and September 30, 2017

GREENWICH, CT – 03/02/2017 – TICC Capital Corp. (NasdaqGS: TICC) (“TICC,” the “Company,” “we,” “us” or “our”) announced today its financial results for the quarter ended December 31, 2016, and announced distributions of $0.20 per share for each of the first, second, and third quarters of 2017.

HIGHLIGHTS

As of December 31, 2016, net asset value per share stood at $7.50 compared with a net asset value per share as of September 30, 2016 of $7.08.

For the quarter ended December 31, 2016, we recorded net investment income of approximately $7.3 million, or approximately $0.14 per share. In the fourth quarter, we also recorded net unrealized appreciation of approximately $30.1 million and net realized capital losses of approximately $1.1 million. Our collateralized loan obligation (“CLO”) positions represented approximately $20.7 million of the net unrealized appreciation for the quarter. In total, we had a net increase in net assets from operations of approximately $36.3 million, or approximately $0.71 per share.

Our core net investment income (“Core NII”), which is a non-GAAP measure, for the quarter ended December 31, 2016 was approximately $11.2 million, or approximately $0.22 per share. The increase in loan prices over the last year (which has led to higher CLO net asset values) has also resulted in tighter loan credit spreads. Combined with an increase in 3-month LIBOR, these tighter loan credit spreads have produced lower current and projected cash distribution payments from many of our CLO equity tranche investments, reducing Core NII.

Core NII represents net investment income adjusted for additional cash distributions received, or entitled to be received (if any, in either case), on our CLO equity investments and also excludes any capital gains incentive fees we recognize but have no obligation to pay in any period. ( See additional information under “Supplemental Information Regarding Core Net Investment Income” below ).

Total investment income for the fourth quarter of 2016 amounted to approximately $18.9 million, which represented an increase of approximately $0.8 million from the third quarter of 2016.

For the quarter ended December 31, 2016, we recorded investment income from our portfolio as follows:

approximately $8.3 million from our debt investments,

approximately $10.0 million from our CLO equity investments, and

approximately $0.6 million from all other sources.

While our experience has been that cash flow distributions have historically represented useful indicators of our CLO equity investments’ annual taxable income, we now believe that current and future cash flow distributions may provide less useful indications as to the final determination of taxable income with respect to our CLO equity investments. In general, we currently expect our annual taxable income to be higher than our GAAP earnings for the current fiscal year.

Our weighted average credit rating on a fair value basis was 2.2 at the end of the fourth quarter of 2016 (compared to 2.2 at the end of the third quarter of 2016).

Our total expenses for the quarter ended December 31, 2016 were approximately $11.6 million, down by approximately $0.6 million compared to the third quarter of 2016.

Our Board of Directors has declared the following distributions on our common stock:

Quarter Ending	Record Date	Payment Date	Amount Per Share
March 31, 2017	March 16, 2017	March 31, 2017	$0.20
June 30, 2017	June 16, 2017	June 30, 2017	$0.20
September 30, 2017	September 15, 2017	September 29, 2017	$0.20

With the recent rise in 3-month LIBOR (and the corresponding loss of the benefit from the LIBOR floors), and with the recent compression in corporate loan spreads leading to lower projected taxable income, the change to the current distribution level is intended to allow us to retain and compound returns on our capital over longer timeframes. We note that this change is not related to any current or projected cash flow diversions from our CLO equity portfolio, and that all of our CLO equity positions made full distributions during the quarter ended December 31, 2016. Going forward, we intend to declare and pay special distributions to our shareholders on an as-needed basis, in order to comply with our income distribution requirements as a regulated investment company for tax purposes.

During the fourth quarter of 2016:

We made investments of approximately $27.0 million, consisting of approximately $16.6 million in corporate loan investments and approximately $10.4 million in CLO equity, as we continued our rotation of those portfolios. We received proceeds of approximately $21.4 million from sales of our CLO investments.

We received proceeds of approximately $32.1 million from repayments, sales and amortization payments on our corporate loan investments. $23.4 million of those proceeds along with a portion of prior quarter repayments, sales and amortization payments were applied towards a $74.7 million partial redemption of the TICC CLO 2012-1 LLC Class A-1 Notes.

As of December 31, 2016, the weighted average yield of our debt investments at current cost was approximately 8.3%, compared with approximately 8.0% as of September 30, 2016.

As of December 31, 2016, the weighted average effective yield of our CLO equity investments at current cost was approximately 17.0%, compared with approximately 14.0% as of September 30, 2016.

As of December 31, 2016, the weighted average cash distribution yield of our CLO equity investments at current cost was approximately 23.8%, compared with approximately 28.9% as of September 30, 2016.

At December 31, 2016, we had no investments on non-accrual status.

We ended 2016 with approximately $8.3 million of cash on our balance sheet, after the repurchase of $20.5 million of our outstanding convertible notes in December 2016, and we expect that cash on our balance sheet will increase during 2017 in anticipation of the maturity of the remaining $94.5 million of our outstanding convertible notes on November 1, 2017. As of February 28, 2017, we estimate cash on our balance sheet to be approximately $64.9 million.

In late February 2017, SourceHOV LLC (“SourceHOV”), Novitex Holdings Inc. (“Novitex”), and Quinpario Acquisition Corp. 2 publicly announced that they would combine to form Exela Technologies (a NASDAQ listed provider of business process outsourcing services). TICC has debt investments in both SourceHOV and Novitex. If this proposed combination is completed, then all of TICC’s existing 1st and 2nd Lien debt at SourceHOV and 1st Lien debt at Novitex would be repaid in full at par plus any applicable call premium. Pending the successful closing of this transaction (which is expected in the second quarter of 2017, subject to regulatory approval), TICC would receive a payment of 102% of par on its $15 million face value investment in the SourceHOV 2nd lien tranche. We note that, as of December 31, 2016, we ascribed a fair value to this investment equal to approximately 65% of par, which was determined based on available information prior to the notification of the proposed transaction.

Supplemental Information Regarding Core Net Investment Income

On a supplemental basis, we provide information relating to core net investment income, which is a non-GAAP measure. This measure is provided in addition to, but not as a substitute for, net investment income determined in accordance with GAAP. Our non-GAAP measures may differ from similar measures by other companies, even if similar terms are used to identify such measures. Core net investment income represents net investment income adjusted for additional cash distributions received, or entitled to be received (if any, in either case), on our CLO equity investments and also excludes any capital gains incentive fees we recognize but have no obligation to pay in any period. The Company did not recognize any capital gains incentive fees for the quarter ended December 31, 2016.

Income from investments in the “equity” class securities of CLO vehicles, for GAAP purposes, is recorded using the effective interest method based upon an effective yield to the expected redemption utilizing estimated cash flows, compared to the cost resulting in an effective yield for the investment; the difference between the actual cash received or distributions entitled to be received and the effective yield calculation is an adjustment to cost. Accordingly, investment income recognized on CLO equity securities in the GAAP statement of operations differs from the cash distributions actually received by us during the period, (referred to below as “CLO equity additional distributions”).

Further, in order to continue to qualify to be taxed as a regulated investment company (“RIC”), we are required, among other things, to distribute at least 90% of our investment company taxable income annually. Therefore, core net investment income may provide a better indication of estimated taxable income for a reporting period than does GAAP net investment income. Although we can offer no assurance that will be the case as the ultimate tax character of our earnings cannot be determined until tax returns are prepared after the end of a fiscal year. We note that these non-GAAP measures may not be useful indicators of taxable earnings, particularly during periods of market disruption and volatility.

The following table provides a reconciliation of net investment income to core net investment income for the three months and year ended December 31, 2016:

	Three Months Ended December 31, 2016						Year Ended December 31, 2016
	Amount		Per Share Amounts (basic)		Per Share Amounts (diluted)		Amount		Per Share Amounts (basic)		Per Share Amounts (diluted)
Net investment income	$	7,284,568	$	0.142	$	0.142	$	24,019,066	$	0.460	$	0.460
CLO equity additional distributions		3,876,444		0.075		0.075		34,165,951		0.659		0.659
Core net investment income	$	11,161,012	$	0.217	$	0.217	$	58,185,017	$	1.119	$	1.119

We will host a conference call to discuss our fourth quarter results today, Thursday, March 2, 2017 at 10:00 AM ET. Please call 1-888-339-0740 to participate. A replay of the conference call will be available for approximately 30 days. The replay number is 1-877-344-7529, and the replay passcode is 10102454.

A presentation containing further detail regarding our quarterly results of operations has been posted under the Investor Relations section of our website at www.ticc.com.

The following financial statements are unaudited and without footnotes. Readers who would like additional information should obtain our Form 10-K for the period ended December 31, 2016, and subsequent reports on Form 10-Q as they are filed.

TICC CAPITAL CORP.

CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES

(unaudited)

	December 31, 2016			December 31, 2015

ASSETS

Non-affiliated/non-control investments (cost: $616,542,612 @ 12/31/16; $767,295,604 @12/31/15)	$	578,297,069		$	638,890,282
Affiliated investments (cost: $7,497,229 @ 12/31/16; $7,392,352 @ 12/31/15)		11,626,007			6,825,269
Control investments (cost: $0 @ 12/31/16; $16,750,000 @ 12/31/15)		-			11,000,000
Total investments at fair value (cost: $624,039,841 @ 12/31/16;
$791,437,956 @ 12/31/15)		589,923,076			656,715,551
Cash and cash equivalents		8,261,698			23,181,677
Restricted cash		3,451,636			17,965,232
Interest and distributions receivable		9,682,672			12,268,997
Securities sold not settled		7,406			7,845,706
Other assets		1,130,018			321,044
Total assets	$	612,456,506		$	718,298,207

LIABILITIES

Accrued interest payable.	$	1,731,111		$	2,139,866
Investment advisory fee and net investment income incentive fee payable to affiliate		3,673,381			4,195,901
Accrued expenses.		1,089,043			3,278,587
Notes payable - TICC CLO 2012-1 LLC, net of discount and deferred issuance costs		125,853,720			233,887,130
Convertible senior notes payable, net of deferred issuance costs		94,116,753			113,862,012
Total liabilities		226,464,008			357,363,496

NET ASSETS
Common stock, $0.01 par value, 100,000,000 share authorized; 51,479,409 and 56,396,435 shares issued
and outstanding, respectively		514,794			563,965
Capital in excess of par value		558,822,643			594,047,019
Net unrealized depreciation on investments		(34,116,765	)		(134,722,405	)
Accumulated net realized losses on investments		(95,605,057	)		(68,772,889	)
Distributions in excess of net investment income		(43,623,117	)		(30,180,979	)
Total net assets		385,992,498			360,934,711
Total liabilities and net assets	$	612,456,506		$	718,298,207
Net asset value per common share	$	7.50		$	6.40

TICC CAPITAL CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

	Year Ended December 31, 2016			Year Ended December 31, 2015			Year Ended December 31, 2014

INVESTMENT INCOME
From non-affiliated/non-control investments:
Interest income - debt investments	$	33,649,267		$	48,556,075		$	50,855,738
Income from securitization vehicles and investments		32,503,279		$	34,901,766			59,516,739
Commitment, amendment fee income and other income		2,228,877			2,332,680			5,451,167
Total investment income from non-affiliated/non-control investments		68,381,423			85,790,521			115,823,644
From affiliated investments:
Interest income - debt investments		331,404			300,544			116,738
Total investment income from affiliated investments		331,404			300,544			116,738
From control investments:
Interest income - debt investments		567,219			1,371,874			1,384,358
Total investment income from control investments		567,219			1,371,874			1,384,358
Total investment income		69,280,046			87,462,939			117,324,740
EXPENSES
Compensation expense		837,343			1,158,622			1,860,683
Investment advisory fees		11,292,395			19,770,170			21,150,190
Professional fees		6,393,812			5,690,799			2,149,699
Interest expense		19,962,078			20,936,057			22,907,942
Insurance		159,573			68,679			68,638
Director's Fees		642,000			514,501			316,500
Transfer agent and custodian fees		316,577			332,796			284,212
General and administrative		2,861,803			1,340,326			1,398,064
Total expenses before incentive fees		42,465,581			49,811,950			50,135,928
Net investment income incentive fees		2,795,399			(929,933	)		5,603,821
Capital gains incentive fees		-			-			(3,872,853	)
Total incentive fees		2,795,399			(929,933	)		1,730,968
Total expenses		45,260,980			48,882,017			51,866,896
Net investment income		24,019,066			38,580,922			65,457,844

Net change in unrealized appreciation/depreciation on investments
Non-Affiliate/non-control investments		90,159,779			(101,525,472	)		(49,550,856	)
Affiliated investments		4,695,861			7,057,989			1,227,261
Control investments		5,750,000			(3,910,000	)		(990,000	)
Total net change in unrealized appreciation/depreciation on investments		100,605,640			(98,377,483	)		(49,313,595	)

Net realized (losses) gains on investments
Non-Affiliated/non-control investments		(11,262,943	)		425,240			(14,788,183	)
Affiliated investments		-			(6,762,328	)		(4,704,466	)
Control investments		(3,000,000	)		-			-
Total net realized (losses) on investments		(14,262,943	)		(6,337,088	)		(19,492,649	)

Net increase/(decrease) in net assets resulting from operations	$	110,361,763		$	(66,133,649	)	$	(3,348,400	)

Net increase in net assets resulting from net investment income per common share:
Basic	$	0.46		$	0.65		$	1.11
Diluted	$	0.46		$	0.65		$	1.06
Net increase/(decrease) in net assets resulting from operations per common share:
Basic	$	2.13		$	(1.11	)	$	(0.06	)
Diluted	$	1.92		$	(1.11	)	$	(0.06	)
Weighted average shares of common stock outstanding:
Basic		51,858,313			59,752,896			58,822,732
Diluted		61,773,392			69,786,048			68,855,884
Distributions per share	$	1.16		$	1.14		$	1.16

TICC CAPITAL CORP.

FINANCIAL HIGHLIGHTS - UNAUDITED

	Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	December 31,			December 31,			December 31,			December 31,			December 31,
	2016			2015			2014			2013			2012
Per Share Data
Net asset value at beginning of period	$	6.40		$	8.64		$	9.85		$	9.90		$	9.30
Net investment income ⁽¹⁾⁽³⁾		0.46			0.65			1.11			1.09			0.98
Net realized and unrealized capital (losses) gains ⁽²⁾⁽³⁾		1.68			(1.84)			(1.14)			0.06			0.82
Net change in net asset value from operations		2.14			(1.19)			(0.03)			1.15			1.80
Distributions per share from net investment income		(1.08)			(1.14)			(1.00)			(1.16)			(1.12)
Distributions based on weighted average share impact		0.01			0.01			(0.03)			(0.04)			(0.04)
Tax return of capital distributions		(0.08)			-			(0.16)			—			—
Total distributions ⁽⁴⁾		(1.15)			(1.13)			(1.19)			(1.20)			(1.16)
Effect of shares issued, net of offering expenses		-			-			—			—			(0.04)
Effect of shares repurchased, gross		0.11			0.08			0.01			—			—
Net asset value at end of period	$	7.50		$	6.40		$	8.64		$	9.85		$	9.90
Per share market value at beginning of period	$	6.08		$	7.53		$	10.34		$	10.12		$	8.65
Per share market value at end of period	$	6.61		$	6.08		$	7.53		$	10.34		$	10.12
Total return ⁽⁵⁾		33.29	%		(4.35)	%		(17.22)	%		14.68	%		30.49	%
Shares outstanding at end of period		51,479,409			56,396,435			60,303,769			53,400,745			41,371,286
Ratios/Supplemental Data ⁽⁶⁾
Net assets at end of period (000’s)		385,992			360,935			520,813			526,242			409,603
Average net assets (000’s)		343,328			487,894			560,169			506,093			363,584
Ratio of expenses to average net assets		13.18	%		10.02	%		9.26	%		9.74	%		9.35	%
Ratio of net investment income to average net assets		7.00	%		7.91	%		11.69	%		11.02	%		10.23	%
Portfolio turnover rate		27.60	%		24.96	%		45.91	%		38.22	%		55.42	%

(1)

Represents per share net investment income for the period, based upon weighted average shares outstanding.

(2)

Net realized and unrealized capital gains include rounding adjustments to reconcile change in net asset value per share.

(3)

During the first quarter of 2015, the Company identified a non-material error in its accounting for income from CLO equity investments. Prospectively as of January 1, 2015, the Company records income from its CLO equity investments using the effective yield method in accordance with the accounting guidance in ASC 325-40, Beneficial Interests in Securitized Financial Assets , based upon an estimation of an effective yield to maturity utilizing assumed cash flows. An out-of-period adjustment to net investment income incentive fees, in the amount of $2.4 million, or $0.04 per share, is reflected in the year ended December 31, 2015. Prior period amounts are not materially affected.

During the quarter ended September 30, 2015, the Company recorded an out of period adjustment related to a miscalculation of discount accretion which increased interest income and increased investment cost, by approximately $1.4 million. For the year ended December 31, 2015, approximately $1.1 million, or $0.02 per share, of the adjustment related to prior years. The increase in the investment cost has a corresponding effect on the investment's unrealized depreciation of the same amount. Management concluded the adjustment was not material to previously filed financial statements.

(4)

Management monitors available taxable earnings, including net investment income and realized capital gains, to determine if a tax return of capital may occur for the year. To the extent the Company’s taxable earnings fall below the total amount of the Company’s distributions for that fiscal year, a portion of those distributions may be deemed a tax return of capital to the Company’s stockholders. The ultimate tax character of the Company’s earnings cannot be determined until tax returns are prepared after the end of the fiscal year.

(5)

Total return equals the increase or decrease of ending market value over beginning market value, plus distributions, divided by the beginning market value per share, assuming distribution reinvestment prices obtained under the Company’s distribution reinvestment plan, excluding any discounts.

(6)

The following table provides supplemental performance ratios measured for the years ended December 31, 2016, 2015, 2014, 2013, and 2012:

	Year Ended December 31, 2016			Year Ended December 31, 2015			Year Ended December 31, 2014			Year Ended December 31, 2013			Year Ended December 31, 2012
Ratio of expenses to average net assets:
Expenses before incentive fees		12.37	%		10.21	%		8.95	%		8.68	%		6.33	%
Net investment income incentive fees		0.81	%		(0.19	)%		1.00	%		1.30	%		1.50	%
Capital gains incentive fees		-	%		-	%		(0.69	)%		(0.24	)%		1.52	%
Ratio of expenses, excluding interest expense, to average net assets		7.37	%		5.73	%		5.17	%		6.00	%		7.35	%

About TICC Capital Corp.
TICC Capital Corp. is a publicly-traded business development company principally engaged in providing capital to established businesses, investing in syndicated bank loans and purchasing debt and equity tranches of collateralized loan obligation vehicles.

Forward-Looking Statements
This press release contains forward-looking statements subject to the inherent uncertainties in predicting future results and conditions. Any statements that are not statements of historical fact (including statements containing the words “believes,” “plans,” “anticipates,” “expects,” “estimates” and similar expressions) should also be considered to be forward-looking statements. Certain factors could cause actual results and conditions to differ materially from those projected in these forward-looking statements. These factors are identified from time to time in our filings with the Securities and Exchange Commission. We undertake no obligation to update such statements to reflect subsequent events, except as may be required by law.