BlackRock TCP Capital Corp. Closes $500M Securitization

TL;DR

TCPC closed a $500M securitization deal with 7.75% notes due 2029.

AI Summary

On March 18, 2024, BlackRock TCP Capital Corp. (TCPC) announced the closing of its previously disclosed securitization transaction. This transaction involved the sale of $500 million of secured notes, which are expected to mature on March 18, 2029. The notes bear interest at a rate of 7.75% per annum, payable semi-annually.

Why It Matters

This securitization provides BlackRock TCP Capital Corp. with a significant source of long-term funding, potentially improving its leverage and financial flexibility.

Risk Assessment

Risk Level: medium — Securitization transactions can introduce leverage and complexity, and the interest rate on the notes impacts the company's cost of capital.

Key Numbers

• $500M — Secured Notes (Amount of financing raised through securitization.)
• 7.75% — Interest Rate (Cost of borrowing for the secured notes.)
• 2029 — Maturity Date (Long-term nature of the financing.)

Key Players & Entities

• BlackRock TCP Capital Corp. (company) — Registrant
• TCPC (company) — Ticker Symbol
• $500 million (dollar_amount) — Principal amount of secured notes
• March 18, 2024 (date) — Closing date of securitization
• March 18, 2029 (date) — Maturity date of secured notes
• 7.75% (dollar_amount) — Interest rate on secured notes

FAQ

Key Financial Figures

• $0.001 — ange on which registered Common Stock, $0.001 par value TCPC NASDAQ Global Select
• $265 million — commitment under the Credit Facility is $265 million; however, the commitment can also be in
• $325 million — mmitment can also be increased to up to $325 million in the aggregate. The Credit Facility m
• $35,000,000 — e Successor Company's assumption of (a) $35,000,000 aggregate principal amount of BCIC's 6.
• $57,000,000 — , 2025 (the "Tranche A Notes"), and (b) $57,000,000 aggregate principal amount of BCIC's Fl

Filing Documents

• ef20024232_8k.htm (8-K) — 59KB
• ef20024232_ex10-1.htm (EX-10.1) — 27KB
• ef20024232_ex10-2.htm (EX-10.2) — 2165KB
• ef20024232_ex10-3.htm (EX-10.3) — 19KB
• ef20024232_ex10-6.htm (EX-10.6) — 36KB
• ef20024232_ex99-1.htm (EX-99.1) — 11KB
• 0001140361-24-013943.txt ( ) — 2913KB
• tcpc-20240318.xsd (EX-101.SCH) — 4KB
• tcpc-20240318_lab.xml (EX-101.LAB) — 21KB
• tcpc-20240318_pre.xml (EX-101.PRE) — 16KB
• ef20024232_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement. Assumption of the Credit Facility Obligations On March 18, 2024, BCIC Merger Sub, LLC, a Delaware limited liability company (the "Successor Company"), an indirect wholly-owned subsidiary of BlackRock TCP Capital Corp., a Delaware corporation (the "Company"), entered into an assumption agreement (the "Credit Assumption Agreement"), effective as of the closing of the Merger (as defined below). The Credit Assumption Agreement relates to the Successor Company's assumption of that certain Second Amended and Restated Senior Secured Revolving Credit Agreement, originally entered into on February 19, 2016 (as amended as of August 8, 2016, June 5, 2017, March 15, 2018, August 30, 2019, May 22, 2020, April 23, 2021, April 26, 2023 and September 6, 2023, and as further amended from time to time, the "Credit Facility"), by and among BCIC (as defined below), as borrower, Citibank, N.A., as administrative agent and the other parties thereto. Currently, the commitment under the Credit Facility is $265 million; however, the commitment can also be increased to up to $325 million in the aggregate. The Credit Facility matures on September 6, 2027. Amounts outstanding under the Credit Facility bear interest at a rate based on, at the Successor Company's election, (i) in the case of ABR loans, a base reference rate equal to the highest of (a) the federal funds rate plus 0.50%, (b) the rate of interest last quoted by the administrative agent as its "prime rate" or (c) the adjusted term SOFR rate plus 1.00%, plus a margin ranging from 0.75% to 1.00% per annum, in the case of ABR loans, and 1.75% to 2.00% per annum, in the case of eurocurrency loans or SOFR loans, (ii) in the case of eurocurrency loans, a rate per annum equal to the adjusted CDOR rate or the adjusted EURIBO rate, for loans denominated in Canadian dollars or in euros, respectively, plus, in either case, the Applicable Margin (as defined in the Credit Facility) or (i

01

Item 2.01 Completion of Acquisition or Disposition of Assets. On March 18, 2024, the Company completed its previously announced acquisition of BlackRock Capital Investment Corporation, a Delaware corporation ("BCIC"), pursuant to that certain Amended and Restated Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 10, 2024, by and among the Company, BCIC, the Successor Company, and solely for the limited purposes set forth therein, BlackRock Capital Investment Advisors, LLC, a Delaware limited liability company and investment adviser to BCIC ("BCIA"), and Tennenbaum Capital Partners, LLC, a Delaware limited liability company and wholly-owned subsidiary of BCIA and investment adviser to the Company. Pursuant to the Merger Agreement, BCIC was merged with and into the Successor Company, with the Successor Company continuing as the surviving company and as a subsidiary of Special Value Continuation Partners LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (the "Merger"). In accordance with the terms of the Merger Agreement, at the effective time of the Merger, each outstanding share of BCIC's common stock was converted into the right to receive 0.3834 shares of common stock, par value $0.001 per share of the Company (with BCIC's stockholders receiving cash in lieu of fractional shares of the Company's common stock). As a result of the Merger, the Company issued an aggregate of approximately 27,824,069 shares of its common stock to former BCIC's stockholders prior to any adjustment for BCIC's stockholders receiving cash in lieu of fractional shares. The description above is only a summary of certain of the material provisions of the Merger Agreement and is qualified in its entirety by reference to the text of the Merger Agreement, a copy of which was filed by the Company as Exhibit 2.1 to the Company's Form 8-K filed on January 11, 2024 and is incorporated herein by reference.

03

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosure set forth above under Item 1.01 is incorporated by reference herein.

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers. Retirement of M. Freddie Reiss and Peter Schwab as Independent Directors of the Company As previously disclosed on March 8, 2024, M. Freddie Reiss and Peter Schwab retired from the Board of Directors (the "Board") of the Company, effective upon the closing of the Merger. Messrs. Reiss and Schwab's decision was not a result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices. Messrs. Reiss and Schwab will serve as advisors to the Board until the 2025 annual stockholder meeting of the Company. Appointment of Maureen K. Usifer and John R. Baron as Independent Directors of the Company As previously disclosed on March 8, 2024, the Board of the Company appointed Maureen K. Usifer and John R. Baron to the Board of the Company, to serve as Independent Directors, effective upon the closing of the Merger. Ms. Usifer and Mr. Baron served as Independent Directors of BCIC prior to the closing of the Merger. Appointment of Nik Singhal as an Officer of the Company On March 18, 2024, the Board of the Company appointed Nik Singhal as Chief Operating Officer ("COO") of the Company, with the appointment effective immediately. Mr. Singhal will serve as COO until his resignation or removal by the Board. Mr. Singhal currently serves as a Director and Chief Executive Officer of BlackRock Direct Lending Corp. -3-

01

Item 7.01 Regulation FD Disclosure. On March 18, 2024, the Company issued a press release announcing, among other things, the completion of the Merger. A copy of this press release is attached hereto as Exhibit 99.1. The information disclosed under this Item 7.01 is being "furnished" and is not deemed "filed" by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor is it deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Financial Statements and Exhibits

Financial Statements and Exhibits. (a) Financial Statements of Fund Acquired The information required by Item 9.01(a) of Form 8-K, including the financial statements required pursuant to Rule 6-11 of Regulation S-X, was previously included or incorporated by reference in the Company's prospectus, dated October 6, 2023 (the "Prospectus"), as filed under the Securities Act with the SEC on October 6, 2023 and included in the Company's Registration Statement (Registration Statement No. 333-274897) initially filed on October 6, 2023, as amended, and in Supplement No. 1 to the Prospectus, as filed with the SEC on March 6, 2024, and, pursuant to General Instruction B.3 of Form 8-K, is not included herein. (d) Exhibits . Exhibit Number Description 2.1 Amended and Restated Agreement and Plan of Merger among BlackRock Capital Investment Corporation, BlackRock TCP Capital Corp., BCIC Merger Sub, LLC, BlackRock Capital Investment Advisors, LLC (for the limited purposes set forth therein) and Tennenbaum Capital Partners, LLC (for the limited purposes set forth therein), dated as of January 10, 2024 (Incorporated by reference to Annex A filed with BlackRock TCP Capital Corp.'s Registration Statement on Form N-14 (File No. 333-274897) on January 11, 2024) (1) 10.1* Borrower Assumption Agreement, dated as of March 18, 2024, by BCIC Merger Sub, LLC and Citibank, N.A., as administrative agent 10.2* Eighth Amendment to the Second Amended and Restated Senior Secured Revolving Credit Agreement, dated as of September 6, 2023, by and among BlackRock Capital Investment Corporation, the subsidiary guarantors party thereto, the lenders party thereto and Citibank, N.A., as Administrative Agent 10.3* Assumption Agreement, dated as of March 18, 2024, made by BCIC Merger Sub, LLC for the benefit of the holders of Notes issued under the Master Note Purchase Agreement (1) 10.4 Master Note Purchase Agreement, dated as of April 21, 2022, between BlackRock Capital Investment Cor

View Full Filing

View this 8-K filing on SEC EDGAR