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 8, 2024
BLACKROCK TCP CAPITAL CORP.
(Exact name of registrant as specified in its charter)
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Delaware
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814-00899
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56-2594706
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification Number)
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2951 28th Street,
Suite 1000
Santa Monica,
California
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90405
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code (310) 566-1000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common stock, $0.001 par value per share
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TCPC
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The NASDAQ Global Select Market
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐ Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the
extended transition period for complying with new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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
On March 6, 2024, pursuant to the Amended and Restated Bylaws of the
Company, M. Freddie Reiss and Peter Schwab informed the Company of their intention to retire from the Board of Directors (the “Board”) of the Company, effective upon the closing of the merger (the “Merger”) of BlackRock Capital
Investment Corporation (“BCIC”) with and into an indirect wholly-owned subsidiary of the Company, pursuant to the terms of that certain Amended and Restated Agreement and Plan of Merger, dated as of January 10, 2024, by and among the
Company, BCIC, BCIC Merger Sub, LLC and, solely with respect to certain sections, BlackRock Capital Investment Advisors, LLC and Tennenbaum Capital Partners, LLC. 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. The
Company thanks Messrs. Reiss and Schwab for the years of service on the Board. Messrs. Reiss and Schwab have accepted appointments to serve as advisors to the Board until the 2025 annual shareholder meeting of the Company.
Election of Maureen K. Usifer and Jack Baron as Independent Directors of the Company
On March 6, 2024, the Board of Directors of the Company appointed Maureen K. Usifer and Jack Baron to the Board of the Company, to serve as Independent
Directors effective upon the closing of the Merger. Ms. Usifer and Mr. Baron currently serve as Independent Directors of BCIC.
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 hereunto
duly authorized.
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BlackRock TCP Capital Corp.
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Date: March 8, 2024
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By:
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Name:
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Erik Cuellar
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Title:
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Chief Financial Officer
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