EX-99.(D)(1) 2 nt10003173x1_ex99-d1.htm EXHIBIT 99(D)(1)

Exhibit (d)(1)

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER
THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an Application to Determine Eligibility of
a Trustee Pursuant to Section 305(b)(2) o

U.S. BANK NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)

31-0841368
I.R.S. Employer Identification No.

800 Nicollet Mall
Minneapolis, Minnesota
55402
(Address of principal executive offices)
(Zip Code)

Beverly A. Freeney
U.S. Bank National Association
100 Wall Street, Suite 600
New York, New York 10005
(212) 951-6993
(Name, address and telephone number of agent for service)

BlackRock TCP Capital Corporation
(Issuer with respect to the Securities)

Santa Monica
56-2594706
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer Identification No.)
2951 28th Street, Suite 1000
Santa Monica, CA
90405
(Address of Principal Executive Offices)
(Zip Code)

Debentures
(Title of the Indenture Securities)

FORM T-1

Item 1.GENERAL INFORMATION. Furnish the following information as to the Trustee.
a)Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency
Washington, D.C.

b)Whether it is authorized to exercise corporate trust powers.

Yes

Item 2.AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

Items 3-15Items 3-15 are not applicable because to the best of the Trustee's knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.
Item 16.LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.
1.A copy of the Articles of Association of the Trustee.*
2.A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2.
3.A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3.
4.A copy of the existing bylaws of the Trustee.**
5.A copy of each Indenture referred to in Item 4. Not applicable.
6.The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.
7.Report of Condition of the Trustee as of March 31, 2019 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.

** Incorporated by reference to Exhibit 25.1 to registration statement on form S-3ASR, Registration Number 333-199863 filed on November 5, 2014.

2

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York, State of New York on the 5th of August, 2019.

 
By:
/s/ Beverly A. Freeney
 
 
Beverly A. Freeney
 
 
Vice President

3

Exhibit 2


4

Exhibit 3


5

Exhibit 6

CONSENT

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: August 5, 2019

 
By:
/s/ Beverly A. Freeney
 
 
Beverly A. Freeney
 
 
Vice President

6

Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 3/31/2019

($000’s)

 
3/31/2019
Assets
Cash and Balances Due From Depository Institutions
$
18,011,992
 
Securities
 
113,629,093
 
Federal Funds
 
3,518,495
 
Loans & Lease Financing Receivables
 
286,352,008
 
Fixed Assets
 
5,289,051
 
Intangible Assets
 
12,998,717
 
Other Assets
 
27,522,814
 
Total Assets
$
467,322,170
 
   
 
 
 
Liabilities
 
 
 
Deposits
$
359,151,957
 
Fed Funds
 
1,408,144
 
Treasury Demand Notes
 
0
 
Trading Liabilities
 
565,646
 
Other Borrowed Money
 
37,549,120
 
Acceptances
 
0
 
Subordinated Notes and Debentures
 
3,800,000
 
Other Liabilities
 
15,767,654
 
Total Liabilities
$
418,242,521
 
   
 
 
 
Equity
 
 
 
Common and Preferred Stock
 
18,200
 
Surplus
 
14,266,915
 
Undivided Profits
 
33,995,325
 
Minority Interest in Subsidiaries
 
799,209
 
Total Equity Capital
$
49,079,649
 
   
 
 
 
Total Liabilities and Equity Capital
$
467,322,170
 

7