UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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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 18, 2024

 

BLACKROCK TCP CAPITAL CORP.

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Registrant’s telephone number, including area code (310) 566-1000

Not applicable

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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:

 

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

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 any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

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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 (iii) in the case of SOFR loans, a rate per annum equal to the adjusted term SOFR rate plus the Applicable Margin.

 

The Credit Facility is secured by all of the assets held by the Successor Company as successor to BCIC. Under the terms of the Credit Facility and related transaction documents, the Successor Company as successor to BCIC, has made certain customary representations and warranties, and is required to comply with various covenants, including leverage restrictions, reporting requirements and other customary requirements for similar credit facilities. The Credit Facility also includes usual and customary events of default for credit facilities of this nature.

 

The description above is only a summary of certain of the material provisions of the Credit Assumption Agreement and the Credit Facility and is qualified in its entirety by reference to the text of the Credit Assumption Agreement and the Credit Facility, which are filed as Exhibits 10.1 and 10.2 to this Report and are incorporated herein by reference.  The Credit Facility, reflecting all prior amendments thereto and the amendments made pursuant to the Credit Assumption Agreement, is attached as Exhibit B to Exhibit 10.2 to this Report.

 

 

On March 18, 2024, the Successor Company entered into an assumption agreement (the “Note Assumption Agreement”), effective as of the closing of the Merger. The Note Assumption Agreement relates to the Successor Company’s assumption of (a) $35,000,000 aggregate principal amount of BCIC’s 6.85% Series 2022A Senior Notes, Tranche A, due December 9, 2025 (the “Tranche A Notes”), and (b) $57,000,000 aggregate principal amount of BCIC’s Floating Rate Series 2022A Senior Notes, Tranche B due December 9, 2025 (the “Tranche B Notes” and, collectively with the Tranche A Notes, the “Notes”) and other obligations of BCIC under the Master Note Purchase Agreement, dated as of April 21, 2022 (as amended by the First Amendment to Master Note Purchase Agreement, dated as of March 13, 2024 (the “First Amendment”), and as further amended, supplemented or otherwise modified from time to time, the “Note Purchase Agreement”), among BCIC and certain institutional investors.

 

Pursuant to the Note Assumption Agreement, the Successor Company expressly assumed on behalf of BCIC the due and punctual payment of the principal of (and premium, if any) and interest on all the Notes outstanding, and the due and punctual performance and observance of every covenant and every condition of the Note Purchase Agreement and the Notes, to be performed or observed by BCIC.

 

 

The description above is only a summary of certain of the material provisions of the Note Assumption Agreement and the Note Purchase Agreement and is qualified in its entirety by reference to the text of the Note Assumption Agreement and the Note Purchase Agreement (including the First Amendment thereto), which are filed as Exhibits 10.3 through 10.5 to this Report and are incorporated herein by reference.

 

 

On February 27, 2024, the board of directors of the Company approved the Company’s dividend reinvestment plan (the “DRIP”). The DRIP will be effective as of, and will apply to the reinvestment of cash distributions with a record date after March 18, 2024. Under the DRIP, stockholders automatically will receive cash dividends and distributions unless they “opt in” to the DRIP and elect to have their dividends and distributions reinvested in additional shares of the Company’s common stock; provided that former stockholders of BCIC that participated in the BCIC dividend reinvestment plan at the time of the Merger automatically will be enrolled in the Company’s DRIP and have their shares reinvested in additional shares of the Company’s common stock, unless they “opt out” of the DRIP.

 

The description above is only a summary of certain of the material provisions of the DRIP and is qualified in its entirety by reference to the text of the DRIP, which is filed as Exhibit 10.6 to this Report and is incorporated herein by reference.

 

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.

 

 

The disclosure set forth above under Item 1.01 is incorporated by reference herein.

 

 

 

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.

 

 

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.

 

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.

 

 

(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.

* Filed herewith.

(1) Exhibits and schedules to Exhibits 2.1 and 10.3 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.