8-K

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): May 04, 2023

BlackRock TCP Capital Corp.

(Exact name of Registrant as Specified in Its Charter)

Delaware	814-00899	56-2594706
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
2951 28th Street, Suite 1000
Santa Monica, California		90405
(Address of Principal Executive Offices)		(Zip Code)

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:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	TCPC	Nasdaq Global Select Market

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. ☐

Item 2.02 Results of Operations and Financial Condition.

On May 4, 2023, the registrant issued a press release announcing its financial results for the first quarter ended March 31, 2023. The text of the press release is included as Exhibit 99.1 to this Form 8-K.

The information disclosed under this Item 2.02, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.

Item 7.01 Regulation FD Disclosure.

On May 4, 2023, the registrant issued a press release, included herewith as Exhibit 99.1, announcing the declaration of a second quarter dividend of $0.34 per share payable on June 30, 2023 to stockholders of record as of the close of business on June 16, 2023.

The information disclosed under this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits

99.1	Press Release, Dated as of May 4, 2023
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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.

			BlackRock TCP Capital Corp.
Date:	May 4, 2023	By:	/s/ Erik L. Cuellar
		Name: Title	Erik L. Cuellar Chief Financial Officer

EX-99

Exhibit 99.1

 

BLACKROCK TCP CAPITAL CORP. ANNOUNCES FIRST QUARTER 2023 FINANCIAL RESULTS INCLUDING NET INVESTMENT INCOME OF $0.44 PER SHARE; INCREASES SECOND QUARTER 2023 DIVIDEND BY 6.3% TO $0.34 PER SHARE; 11 YEARS OF CONSISTENT QUARTERLY DIVIDEND COVERAGE

SANTA MONICA, Calif., May 4, 2023 - BlackRock TCP Capital Corp. (“we,” “us,” “our,” “TCPC” or the “Company”), a business development company (NASDAQ: TCPC), today announced its financial results for the first quarter ended March 31, 2023 and filed its Form 10-Q with the U.S. Securities and Exchange Commission.

FINANCIAL HIGHLIGHTS

•Net investment income for the quarter ended March 31, 2023 was $25.4 million, or $0.44 per share on a diluted basis, which exceeded the dividend of $0.32 per share paid on March 31, 2023.

•Net asset value per share was $13.00 at March 31, 2023 compared to $12.93 at December 31, 2022, an increase of 0.5%.

•Net increase in net assets from operations for the quarter ended March 31, 2023 was $22.7 million, or $0.39 per share. Net decrease in net assets from operations for the quarter ended December 31, 2022 was $47.8 million, or $0.83 per share. The increase in net assets from operations during the quarter ended March 31, 2023, was primarily from the increase in investment income driven by the rise in LIBOR/SOFR rates.

•Total acquisitions during the quarter ended March 31, 2023 were $76.0 million and total dispositions were $19.3 million.

•As of March 31, 2023, the credit quality of the portfolio remained strong with debt investments in just two portfolio companies on non-accrual status, representing 0.3% of the portfolio at fair value and 0.5% at cost.

•Fitch reaffirmed the Company’s investment-grade rating with stable outlook during the first quarter.

•On May 4, 2023, our board of directors declared a second quarter dividend of $0.34 per share, a 6.3% increase from the prior quarter. The dividend is payable on June 30, 2023 to stockholders of record as of the close of business on June 16, 2023.

“We again identified a range of compelling investment opportunities in the first quarter, capitalizing on the vast resources of the BlackRock platform and our team’s proven expertise across credit cycles to drive solid results,” said Rajneesh Vig, BlackRock TCP Capital Corp. Chairman and CEO. “We generated strong net investment income, with higher base rates and wider spreads bolstering our predominantly floating rate portfolio’s profitability. Following the recent disruption in the banking sector, we expect the investment environment to remain favorable for established direct lenders, though we will continue to be highly disciplined as we selectively take advantage of this more lender friendly but volatile market.”

“Given the strength of our portfolio and the durability of our earnings, our Board today announced a second quarter dividend of $0.34 per share, an increase of 6% from the current level,” Vig added. “We believe this reflects the consistency of our dividend coverage as well as our commitment to attractive and sustainable risk-adjusted returns for our shareholders.”

PORTFOLIO AND INVESTMENT ACTIVITY

As of March 31, 2023, our investment portfolio consisted of debt and equity positions in 143 portfolio companies with a total fair value of approximately $1.7 billion, 88.3% of which was senior secured debt. 76.0% of the total portfolio was first lien. Equity positions, which include equity interests in diversified portfolios of debt and lease assets, represented approximately 11.7% of the portfolio. 93.8% of our debt investments were floating rate, 92.9% of which had interest rate floors.

As of March 31, 2023, the weighted average annual effective yield of our debt portfolio was approximately 13.1%(1) and the weighted average annual effective yield of our total portfolio was approximately 12.3%, compared with 12.7% and 11.9%, respectively, as of December 31, 2022. Debt investments in two portfolio companies were on non-accrual status as of March 31, 2023, representing 0.3% of the portfolio at fair value and 0.5% at cost.

During the three months ended March 31, 2023, we invested approximately $76.0 million, primarily in 10 investments, comprised of 8 new and 2 existing portfolio companies. Of these investments, $75.1 million, or 98.8% of total acquisitions, was in senior secured loans, and $0.9 million, or 1.2% of total acquisitions, was comprised primarily of equity investments. Additionally, we received approximately $19.3 million in proceeds from sales or repayments of investments during the three months ended March 31, 2023. New investments during the quarter had a weighted average effective yield of 13.3%. Investments we exited had a weighted average effective yield of 13.1%. We expect to continue to invest in senior secured loans, bonds and subordinated debt, as well as select equity investments, to obtain a high level of current income, with an emphasis on principal protection.

As of March 31, 2023, total assets were $1.8 billion, net assets were $751.0 million and net asset value per share was $13.00, as compared to $1.7 billion, $746.8 million, and $12.93 per share, respectively, as of December 31, 2022.

CONSOLIDATED RESULTS OF OPERATIONS

Total investment income for the three months ended March 31, 2023 was approximately $50.3 million, or $0.87 per share. Investment income for the three months ended March 31, 2023 included $0.01 per share from prepayment premiums and related accelerated original issue discount and exit fee amortization, $0.04 per share from recurring original issue discount and exit fee amortization, $0.03 per share from interest income paid in kind, $0.02 per share in dividend income and $0.01 per share of other income. This reflects our policy of recording interest income, adjusted for amortization of premiums and discounts, on an accrual basis. Origination, structuring, closing, commitment, and similar upfront fees received in connection with the outlay of capital are generally amortized into interest income over the life of the respective debt investment.

Total operating expenses for the three months ended March 31, 2023 were approximately $24.9 million, or $0.43 per share, including interest and other debt expenses of $11.5 million, or $0.20 per share, and incentive compensation from net investment income of $5.4 million, or $0.09 per share. Excluding incentive compensation, interest and other debt expenses, annualized first quarter expenses were 4.3% of average net assets.

Net investment income for the three months ended March 31, 2023 was approximately $25.4 million, or $0.44 per share. Net realized losses for the three months ended March 31, 2023 were $30.6 million, or $0.53 per share. Net unrealized gains for the three months ended March 31, 2023 were $28.0 million, or $0.48 per share. Net realized losses for the three months ended March 31, 2023 was comprised primarily of a $30.7 million loss from the reorganization of our investment in Autoalert. Net unrealized gains for the three months ended March 31, 2023 were primarily driven by a $36.2 million reversal of previously recognized unrealized losses from the reorganization of our investment in Autoalert, partially offset by a $3.2 million unrealized loss on our investment in Astra Acquisition

and a $2.9 million unrealized loss in Aventiv. Net increase in net assets resulting from operations for the three months ended March 31, 2023 was $22.7 million, or $0.39 per share.

__________________________

(1) Weighted average annual effective yield includes amortization of deferred debt origination and end-of-term fees and accretion of original issue discount, but excludes market discount and any prepayment and make-whole fee income. The weighted average effective yield on our debt portfolio excludes any debt investments that are distressed or on non-accrual status.

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2023, available liquidity was approximately $306.8 million, comprised of approximately $208.0 million in available capacity under our leverage program and $98.8 million in cash and cash equivalents.

The combined weighted-average interest rate on debt outstanding at March 31, 2023 was 4.19%.

Total debt outstanding at March 31, 2023 was as follows:

	Maturity	Rate		Carrying Value (1)			Available		Total Capacity
Operating Facility	2026	L+1.75%	(2)	$	202,033,121		$	97,966,879	$	300,000,000	(3)
Funding Facility II	2025	SOFR+2.00%	(4)		100,000,000			100,000,000		200,000,000	(5)
SBA Debentures	2024−2031	2.52%	(6)		150,000,000			10,000,000		160,000,000
2024 Notes ($250 million par)	2024	3.900%			249,144,733			—		249,144,733
2026 Notes ($325 million par)	2026	2.850%			326,079,582			—		326,079,582
Total leverage					1,027,257,436		$	207,966,879	$	1,235,224,315
Unamortized issuance costs					(4,636,951	)
Debt, net of unamortized issuance costs				$	1,022,620,485

(1)Except for the 2024 Notes and the 2026 Notes, all carrying values are the same as the principal amounts outstanding.

(2)As of March 31, 2023, $8.0 million of the outstanding amount bore interest at a rate of EURIBOR + 2.00% and $2.0 million
of the outstanding amount bore interest at a rate of Prime + 1.00%.

(3)Operating Facility includes a $100.0 million accordion which allows for expansion of the facility to up to $400.0 million subject to consent from the lender and other customary conditions.

(4)Subject to certain funding requirements and a SOFR credit adjustment of 0.15%.

(5)Funding Facility II includes a $50.0 million accordion which allows for expansion of the facility to up to $250.0 million subject to consent from the lender and other customary conditions.

(6)Weighted-average interest rate, excluding fees of 0.35% or 0.36%.

On April 25, 2023, our board of directors re-approved our stock repurchase plan to acquire up to $50.0 million in the aggregate of our common stock at prices at certain thresholds below our net asset value per share, in accordance with the guidelines specified in Rule 10b-18 and Rule 10b5-1 of the Securities Exchange Act of 1934. During the three months and quarter ended March 31, 2023, no shares were repurchased.

RECENT DEVELOPMENTS

On May 4, 2023, our board of directors declared a second quarter dividend of $0.34 per share payable on June 30, 2023 to stockholders of record as of the close of business on June 16, 2023.

CONFERENCE CALL AND WEBCAST

BlackRock TCP Capital Corp. will host a conference call on Thursday, May 4, 2023 at 1:00 p.m. Eastern Time (10:00 a.m. Pacific Time) to discuss its financial results. All interested parties are invited to participate in the conference call by dialing (833) 470-1428 ; international callers should dial (404) 975-4839. All participants should reference the access code 208703. For a slide presentation that we intend to refer to on the earnings conference call, please visit the Investor Relations section of our website (www.tcpcapital.com) and click on the First Quarter 2023 Investor Presentation under Events and Presentations. The conference call will be webcast simultaneously in the investor relations section of our website at http://investors.tcpcapital.com/. An archived replay of the call will be available approximately two hours after the live call, throughMay 14, 2023. For the replay, please visit https://investors.tcpcapital.com/events-and-presentations or dial (866) 813-9403. For international replay, please dial (929) 458-6194. For all replays, please reference access code 410965.

BlackRock TCP Capital Corp.

Consolidated Statements of Assets and Liabilities

	March 31, 2023			December 31, 2022
	(unaudited)
Assets
Investments, at fair value:
Non-controlled, non-affiliated investments (cost of $1,468,095,636 and $1,474,146,428, respectively)	$	1,428,375,351		$	1,402,764,659
Non-controlled, affiliated investments (cost of $37,281,788 and $37,132,993 , respectively)		67,596,688			69,089,697
Controlled investments (cost of $192,400,017 and $158,500,500, respectively)		169,758,063			137,733,285
Total investments (cost of $1,697,777,441 and $1,669,779,921, respectively)		1,665,730,102			1,609,587,641
Cash and cash equivalents		98,788,656			82,435,171
Interest, dividends and fees receivable		22,389,088			20,903,797
Deferred debt issuance costs		3,303,908			3,597,236
Prepaid expenses and other assets		2,587,702			2,826,004
Total assets		1,792,799,456			1,719,349,849
Liabilities
Debt (net of deferred issuance costs of $4,636,951 and $5,056,427, respectively)		1,022,620,485			944,005,814
Management fees payable		5,610,722			6,084,202
Incentive fees payable		5,389,696			4,883,575
Interest and debt related payables		4,041,550			9,260,738
Reimbursements due to the Advisor		2,439,304			1,498,733
Distributions payable		—			2,888,363
Payable for investments purchased		—			1,937,465
Accrued expenses and other liabilities		1,715,554			2,037,169
Total liabilities		1,041,817,311			972,596,059
Net assets	$	750,982,145		$	746,753,790
Composition of net assets applicable to common shareholders
Common stock, $0.001 par value; 200,000,000 shares authorized, 57,767,264 and     57,767,264 shares issued and outstanding as of March 31, 2023 and     December 31, 2022, respectively	$	57,767		$	57,767
Paid-in capital in excess of par		967,890,570			967,890,570
Distributable earnings (loss)		(216,966,192	)		(221,194,547	)
Total net assets		750,982,145			746,753,790
Total liabilities and net assets	$	1,792,799,456		$	1,719,349,849
Net assets per share	$	13.00		$	12.93

BlackRock TCP Capital Corp.

Consolidated Statements of Operations

	Three Months Ended March 31,
	2023			2022
Investment income
Interest income (excluding PIK):
Non-controlled, non-affiliated investments	$	45,153,147		$	37,427,955
Non-controlled, affiliated investments		45,536			33,108
Controlled investments		2,209,052			1,912,504
PIK income:
Non-controlled, non-affiliated investments		1,584,834			1,080,205
Dividend income:
Non-controlled, non-affiliated investments		302,743			261,229
Non-controlled, affiliated investments		634,124			563,404
Controlled investments		—			713,825
Other income:
Non-controlled, non-affiliated investments		333,264			152,477
Non-controlled, affiliated investments		45,650			6,202
Total investment income		50,308,350			42,150,909
Operating expenses
Interest and other debt expenses		11,549,171			9,345,204
Management fees		5,877,539			6,667,727
Incentive fees		5,389,696			4,190,230
Professional fees		454,350			570,395
Administrative expenses		376,544			477,059
Director fees		351,000			223,000
Insurance expense		154,003			181,061
Custody fees		90,586			83,929
Other operating expenses		656,894			658,364
Total operating expenses		24,899,783			22,396,969
Net investment income before taxes		25,408,567			19,753,940
Excise tax expense		35,440			—
Net investment income		25,373,127			19,753,940
Realized and unrealized gain (loss) on investments and foreign currency
Net realized gain (loss):
Non-controlled, non-affiliated investments		(30,629,704	)		46,267
Controlled investments		—			(124,801	)
Net realized gain (loss)		(30,629,704	)		(78,534	)
Net change in unrealized appreciation    (depreciation):
Non-controlled, non-affiliated investments		31,972,322			(9,579,291	)
Non-controlled, affiliated investments		(2,127,127	)		(2,839,577	)
Controlled investments		(1,874,739	)		5,192,422
Net change in unrealized appreciation (depreciation)		27,970,456			(7,226,446	)
Net realized and unrealized gain (loss)		(2,659,248	)		(7,304,980	)
Net increase (decrease) in net assets resulting    from operations	$	22,713,879		$	12,448,960
Basic and diluted earnings (loss) per share	$	0.39		$	0.22
Basic and diluted weighted average common    shares outstanding		57,767,264			57,767,264

ABOUT BLACKROCK TCP CAPITAL CORP.

BlackRock TCP Capital Corp. (NASDAQ: TCPC) is a specialty finance company focused on direct lending to middle-market companies as well as small businesses. TCPC lends primarily to companies with established market positions, strong regional or national operations, differentiated products and services and sustainable competitive advantages, investing across industries in which it has significant knowledge and expertise. TCPC’s investment objective is to achieve high total returns through current income and capital appreciation, with an emphasis on principal protection. TCPC is a publicly-traded business development company, or BDC, regulated under the Investment Company Act of 1940 and is externally managed by its advisor, a wholly-owned, indirect subsidiary of BlackRock, Inc. For more information, visit www.tcpcapital.com.

FORWARD-LOOKING STATEMENTS

Prospective investors considering an investment in BlackRock TCP Capital Corp. should consider the investment objectives, risks and expenses of the company carefully before investing. This information and other information about the company are available in the company’s filings with the Securities and Exchange Commission (“SEC”). Copies are available on the SEC’s website at www.sec.gov and the company’s website at www.tcpcapital.com. Prospective investors should read these materials carefully before investing.

This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on estimates, projections, beliefs and assumptions of management of the company at the time of such statements and are not guarantees of future performance. Forward-looking statements involve risks and uncertainties in predicting future results and conditions. Actual results could differ materially from those projected in these forward-looking statements due to a variety of factors, including, without limitation, changes in general economic conditions or changes in the conditions of the industries in which the company makes investments, risks associated with the availability and terms of financing, changes in interest rates, availability of transactions, and regulatory changes. Certain factors that could cause actual results to differ materially from those contained in the forward-looking statements are included in the “Risk Factors” section of the company’s Form 10-K for the year ended December 31, 2022, and the company’s subsequent periodic filings with the SEC. Copies are available on the SEC’s website at www.sec.gov and the company’s website at www.tcpcapital.com. Forward-looking statements are made as of the date of this press release and are subject to change without notice. The company has no duty and does not undertake any obligation to update or revise any forward-looking statements based on the occurrence of future events, the receipt of new information, or otherwise.

SOURCE:

BlackRock TCP Capital Corp.

CONTACT

BlackRock TCP Capital Corp.

Katie McGlynn

310-566-1094

investor.relations@tcpcapital.com

XML

Document And Entity Information	May 04, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 04, 2023
Entity Registrant Name	BlackRock TCP Capital Corp.
Entity Central Index Key	0001370755
Entity Emerging Growth Company	false
Securities Act File Number	814-00899
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	56-2594706
Entity Address, Address Line One	2951 28th Street, Suite 1000
Entity Address, City or Town	Santa Monica
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90405
City Area Code	(310)
Local Phone Number	566-1000
Entity Information, Former Legal or Registered Name	Not Applicable
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	TCPC
Security Exchange Name	NASDAQ