BlackRock TCP Capital Corp. Reports Material Definitive Agreement

TL;DR

**TCPC just signed a big deal; watch for details on how it impacts their financials.**

AI Summary

BlackRock TCP Capital Corp. (TCPC) filed an 8-K on January 11, 2024, to report an "Entry into a Material Definitive Agreement" and "Financial Statements and Exhibits" as of January 10, 2024. This filing indicates a significant new agreement that could impact the company's financial position or operations. For investors, understanding the details of this agreement, once disclosed, will be crucial as it could affect future earnings, dividend stability, or the company's risk profile, potentially influencing the stock's valuation.

Why It Matters

This filing signals a new, important agreement for BlackRock TCP Capital Corp. that could alter its financial outlook, making it essential for investors to monitor for further details.

Risk Assessment

Risk Level: medium — The filing indicates a material agreement without providing details, creating uncertainty about its potential positive or negative impact on the company.

Analyst Insight

Investors should closely monitor subsequent filings or press releases from BlackRock TCP Capital Corp. for specific details regarding the "Material Definitive Agreement" to assess its financial implications.

Key Players & Entities

• BlackRock TCP Capital Corp. (company) — the registrant filing the 8-K
• TCPC (company) — the trading symbol for BlackRock TCP Capital Corp.
• January 11, 2024 (date) — the date the 8-K was filed
• January 10, 2024 (date) — the date of the earliest event reported in the 8-K
• NASDAQ Global Select Market (company) — the exchange where TCPC Common Stock is registered

FAQ

Key Financial Figures

• $0.001 — ange on which registered Common Stock, $0.001 par value TCPC NASDAQ Global Select

Filing Documents

• ny20011915x9_8k.htm (8-K) — 37KB
• ny20011915x9_ex2-1.htm (EX-2.1) — 888KB
• 0001140361-24-001804.txt ( ) — 1179KB
• tcpc-20240110.xsd (EX-101.SCH) — 4KB
• tcpc-20240110_lab.xml (EX-101.LAB) — 22KB
• tcpc-20240110_pre.xml (EX-101.PRE) — 16KB
• ny20011915x9_8k_htm.xml (XML) — 4KB

01

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT Amended and Restated Agreement and Plan of Merger As previously disclosed, on September 6, 2023, BlackRock TCP Capital Corp., a Delaware corporation (NASDAQ: TCPC) ("TCPC"), entered into an Agreement and Plan of Merger (the "Original Merger Agreement") with BlackRock Capital Investment Corporation, a Delaware corporation (NASDAQ: BKCC) ("BCIC"), Project Spurs Merger Sub, LLC, a Delaware limited liability company and wholly-owned indirect subsidiary of TCPC ("Merger Sub"), and, solely for the limited purposes set forth therein, (x) BlackRock Capital Investment Advisors, LLC, a Delaware limited liability company and investment adviser to BCIC ("BCIA"), and (y) Tennenbaum Capital Partners, LLC, a Delaware limited liability company and investment adviser to TCPC ("TCP"). The Merger Agreement provides that, subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the "Effective Time"), BCIC will merge with and into Merger Sub, with Merger Sub continuing as the surviving company and as a wholly-owned subsidiary of Special Value Continuation Partners LLC, a Delaware limited liability company and wholly owned direct consolidated subsidiary of TCPC (the "Merger"). On January 10, 2024, TCPC, BCIC, Merger Sub, BCIA, and TCP entered into an Amended and Restated Agreement and Plan of Merger (the "Restated Merger Agreement") pursuant to which the Original Merger Agreement was amended and restated in its entirety. The boards of directors of both BCIC and TCPC, in each case, on the recommendation of a special committee comprised solely of all of the independent directors of BCIC or TCPC, as applicable, have approved the Restated Merger Agreement and the transactions contemplated thereby. The parties to the Restated Merger Agreement intend the Merger to be treated as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended. The foregoi

Forward-Looking Statements

Forward-Looking Statements Some of the statements in this Current Report on Form 8-K constitute forward-looking statements because they relate to future events, future performance or financial condition of BCIC or TCPC or the Merger. The forward-looking statements may include statements as to: future operating results of BCIC and TCPC and distribution projections; business prospects of BCIC and TCPC and the prospects of their portfolio companies; and the impact of the investments that BCIC and TCPC expect to make. In addition, words such as "anticipate," "believe," "expect," "seek," "plan," "should," "estimate," "project" and "intend" indicate forward-looking statements, although not all forward-looking statements include these words. The forward-looking statements contained in this Current Report on Form 8-K involve risks and uncertainties. Certain factors could cause actual results and conditions to differ materially from those projected, including the uncertainties associated with (i) the timing or likelihood of the Merger closing; (ii) the expected synergies and savings associated with the Merger; (iii) the ability to realize the anticipated benefits of the Merger, including the expected accretion to net investment income and the elimination or reduction of certain expenses and costs due to the Merger; (iv) the percentage of BCIC and TCPC stockholders voting in favor of the proposals submitted for their approval; (v) the possibility that competing offers or acquisition proposals will be made; (vi) the possibility that any or all of the various conditions to the consummation of the Merger may not be satisfied or waived; (vii) risks related to diverting management's attention from ongoing business operations; (viii) the risk that stockholder litigation in connection with the Merger may result in significant costs of defense and liability; (ix) changes in the economy, financial markets and political environment, including the impacts of inflation and rising intere

FINANCIAL STATEMENTS AND EXHIBITS

FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits. Exhibit Number Description 2.1* Amended and Restated Agreement and Plan of Merger among BlackRock Capital Investment Corporation, BlackRock TCP Capital Corp., Project Spurs Merger Sub, LLC and, for the limited purposes set forth therein, BlackRock Capital Investment Advisors, LLC and Tennenbaum Capital Partners, LLC, dated as of January 10, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Exhibits and schedules to Exhibit 2.1 have been omitted in accordance with Item 601 of Regulation S-K. The registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request. SIGNATURE 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 thereunto duly authorized. BLACKROCK TCP CAPITAL CORP. Date: January 11, 2024 By: /s/ Rajneesh Vig Name: Rajneesh Vig Title: Chairman and Chief Executive Officer By: /s/ Erik Cuellar Name: Erik Cuellar Title: Chief Financial Officer

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View this 8-K filing on SEC EDGAR