Common
Stock
Preferred
Stock
Debt
Securities
Subscription
Rights
Warrants
We
(the “Company”) are an externally managed, closed-end, non-diversified management investment company that has elected to
be regulated as a business development company under the Investment Company Act of 1940 (the “1940 Act”). Our investment
objective is to achieve high total returns through current income and capital appreciation, with an emphasis on principal protection.
We seek to achieve our investment objective primarily through investments in debt securities of middle-market companies, which we typically
define as those with enterprise values between $100 million and $1.5 billion. While we intend to primarily focus on privately
negotiated investments in debt of middle-market companies, we may make investments of all kinds and at all levels of the capital structure,
including in equity interests such as preferred or common stock and warrants or options received in connection with our debt investments.
Our investment activities will benefit from what we believe are the competitive advantages of our Advisor, including its diverse in-house
skills, proprietary deal flow, and consistent and rigorous investment process focused on established, middle-market companies. We expect
to generate returns through a combination of the receipt of contractual interest payments on debt investments and origination and similar
fees, and, to a lesser extent, equity appreciation through options, warrants, conversion rights or direct equity investments.
Our
common stock, preferred stock, debt securities, subscription rights to purchase our securities or warrants representing rights to purchase
our securities (collectively, the “Securities”) may be offered at prices and on terms to be disclosed in one or more supplements
to this prospectus. You should read this prospectus and the applicable prospectus supplement carefully before you invest in our Securities.
Neither
the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful
or complete. Any representation to the contrary is a criminal offense.
This
prospectus contains important information you should know before investing in our Securities. Please read it carefully before you invest
and keep it for future reference. We file annual, quarterly and current reports, proxy statements and other information about us with
the Securities and Exchange Commission (the “SEC”). We maintain a website at http://www.tcpcapital.com and we make all of
our annual, quarterly and current reports, proxy statements and other publicly filed information available, free of charge, on or through
this website. You may also obtain free copies of our annual and quarterly reports and make stockholder inquiries by contacting us at Tennenbaum
Capital Partners, LLC, c/o Investor Relations, 2951 28th Street, Suite 1000, Santa Monica, California 90405 or by calling us collect at
(310) 566-1094. The SEC maintains a website at http://www.sec.gov where such information is available without charge upon request. Information
contained on our website is not incorporated by reference into this prospectus, and you should not consider information contained on our
website to be part of this prospectus.
The
debt securities in which we typically invest are either rated below investment grade by independent rating agencies or would be rated
below investment grade if such securities were rated by rating agencies. Below investment grade securities, which are often referred to
as “hybrid securities,” “junk bonds” or “leveraged loans” are regarded as having predominantly
speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. They may be illiquid and
difficult to value and typically do not require repayment of principal prior to maturity, which potentially heightens the risk that we
may lose all or part of our investment. In addition, a substantial majority of the Company’s debt investments include interest
reset provisions that may make it more difficult for the borrowers to make debt repayments to the Company if the reset provision has the
effect of increasing the applicable interest rate.
Shares
of closed-end investment companies, including business development companies, frequently trade at a discount from their net asset value.
If our shares trade at a discount to our net asset value, it will likely increase the risk of loss for purchasers in the offerings. Investing
in our securities involves a high degree of risk, including credit risk and the risk of the use of leverage. Before buying any securities,
you should read the discussion of the material risks of investing in our securities in “Risks” beginning on page 9
of this prospectus.
This
prospectus may not be used to consummate sales of shares of our securities unless accompanied by a prospectus supplement.
The
date of this prospectus is September 22, 2025.
Our
Securities may be offered directly to one or more purchasers, or through agents designated from time to time by us, or to or through underwriters
or dealers. The prospectus supplement relating to the offering will identify any agents, underwriters or dealers involved in the sale
of our Securities, and will disclose any applicable purchase price, fee, commission or discount arrangement between us and our agents,
underwriters or dealers, or the basis upon which such amount may be calculated. We may not sell any of our Securities through agents,
underwriters or dealers without delivery of the prospectus and a prospectus supplement describing the method and terms of the offering
of such Securities. Our common stock is traded on The NASDAQ Global Select Market under the symbol “TCPC.” As of September 19,
2025, the last reported sales price for our common stock was $6.58. Our net asset value per share of our common stock at June 30,
2025 was $8.71.
Tennenbaum
Capital Partners, LLC (the “Advisor”) serves as our investment advisor. Our Advisor is an indirect subsidiary of BlackRock,
Inc. (together with its subsidiaries, “BlackRock”). BlackRock is a leading publicly traded investment management firm (NYSE:BLK),
with approximately $12.5 trillion of assets under management as of June 30, 2025. Series H of SVOF/MM, LLC, an affiliate
of our Advisor, provides the administrative services necessary for us to operate.
We
may offer shares of common stock, subscription rights, warrants, options or rights to acquire shares of common stock, at a discount to
net asset value per share in certain circumstances. Sales of common stock at prices below net asset value per share dilute the interests
of existing stockholders, have the effect of reducing our net asset value per share and may reduce our market price per share. At our
2025 annual meeting of stockholders, initially held on May 22, 2025, and adjourned to June 18, 2025, our stockholders approved
our ability to sell shares of the Company’s common stock at a price or prices below its then current net asset value per share
in one or more offerings (for a 12 month period expiring on the anniversary of the date of stockholder approval), subject to certain limitations
set forth in our definitive proxy statement dated April 2, 2025, as revised (including, without limitation, that the number of shares
sold on any given date does not exceed 25% of the Company’s then outstanding common stock immediately prior to such sale). We intend
to seek stockholder approval at our 2026 annual meeting to continue for an additional year our ability to issue shares of common stock
below net asset value, subject to the condition that the maximum number of shares salable below net asset value pursuant to this authority
in any particular offering that could result in such dilution is limited to 25% of our then outstanding common stock immediately prior
to each such offering.
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Statistical
and market data used in this prospectus has been obtained from governmental and independent industry sources and publications. We have
not independently verified the data obtained from these sources. Forward-looking information obtained from these sources is subject to
the same qualifications and the additional uncertainties regarding the other forward-looking statements contained in this prospectus,
for which the safe harbor provided in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934 is not
available.
You
should rely only on the information contained, or incorporated by reference, in this prospectus and any accompanying prospectus supplement.
We have not, and the underwriters have not, authorized any other person to provide you with different information. If anyone provides
you with different or inconsistent information, you should not rely on it. We are not, and no underwriters are, making offers to sell
these securities in any jurisdiction where such offer or sale is not permitted. You should assume that the information in this prospectus
is accurate only as of the date on the front of this prospectus and the information in any accompanying prospectus supplement is accurate
only as of the date on the front of the accompanying prospectus supplement. Our business, financial condition and prospects may have changed
since that date. To the extent required by applicable law, we will update this prospectus during the offering period to reflect material
changes to the disclosure herein. See also “Incorporation by Reference” and “Additional Information.”
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INCORPORATION
BY REFERENCE
This
prospectus is part of a registration statement that we have filed with the SEC. We are allowed to “incorporate by reference”
the information that we file with the SEC, which means that we can disclose important information to you by referring you to those documents.
We incorporate by reference into this prospectus the documents listed below and any future filings we make with the SEC under Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, including any filings on or after the date of this prospectus from the date of filings
(excluding any information furnished, rather than filed), until we have sold all of the offered securities to which this prospectus and
any accompanying prospectus supplement relates or the offering is otherwise terminated. The information incorporated by reference is an
important part of this prospectus. Any statement in a document incorporated by reference into this prospectus will be deemed to be automatically
modified or superseded to the extent a statement contained in (1) this prospectus or (2) any other subsequently filed document that is
incorporated by reference into this prospectus modifies or supersedes such statement. The documents incorporated by reference herein include:
|
• |
our Current Reports on
Form 8-K filed with the SEC on each of May 19, 2025, May 22, 2025, June 20, 2025, July 1, 2025, July 16, 2025, and August 1, 2025; |
To
obtain copies of these filings, see “Additional Information.” We will also provide without charge to each person, including
any beneficial owner, to whom this prospectus is delivered, upon written or oral request, a copy of any and all of the documents that
have been or may be incorporated by reference in this prospectus. You should direct requests for documents by writing to:
Investor
Relations
Tennenbaum
Capital Partners, LLC
2951
28th Street, Suite 1000
Santa
Monica, California 90405
Phone
number: (310) 566-1094
This
prospectus is also available on our website at http://www.tcpcapital.com. Information contained on our website is not incorporated by
reference into this prospectus and should not be considered to be part of this prospectus.
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This
prospectus is part of a registration statement that we have filed with the SEC, using the “shelf” registration process as
a “well-known seasoned issuer,” as defined in Rule 405 under the Securities Act. Under the shelf registration process, we
may offer, from time to time on a delayed basis over a three year period, shares of our common stock, shares of our preferred stock, debt
securities, subscription rights to purchase shares of our securities or warrants representing rights to purchase our securities. The Securities
may be offered at prices and on terms described in one or more supplements to this prospectus. This prospectus provides you with a general
description of the Securities that we may offer. Each time we use this prospectus to offer Securities, we will provide an accompanying
prospectus supplement that will contain specific information about the terms of that offering. This prospectus and any accompanying prospectus
supplement will together constitute the prospectus for an offering of our Securities. The accompanying prospectus supplement may also
add, update or change information contained in this prospectus. Please carefully read this prospectus and any accompanying prospectus
supplement together with any exhibits and the additional information described under the headings “Incorporation by Reference”
and “Additional Information” and the section under the heading “Risks” before you make an investment decision.
You should rely only on the information contained, or incorporated by reference, collectively, in this prospectus and any accompanying
prospectus supplement.
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This
summary highlights some of the information in this prospectus. This summary is not complete and may not contain all of the information
that you may want to consider before investing in our Securities. You should read the entire prospectus, including “Risks.”
Throughout
this prospectus, unless the context otherwise requires, a reference to:
“Company,”
“we,” “us” and “our” refer to Special Value Continuation Fund, LLC, a Delaware limited liability
company, for the periods prior to the consummation of the Conversion (as defined below) described elsewhere in this prospectus and to
BlackRock TCP Capital Corp., formerly known as TCP Capital Corp., for the periods after the consummation of the Conversion;
“SVCP”
refers to Special Value Continuation Partners LLC, a Delaware limited liability company;
“TCPC
Funding” refers to TCPC Funding I, LLC, a Delaware limited liability company;
“TCPC
Funding II” refers to TCPC Funding II, LLC, a Delaware limited liability company;
The
“SBIC” refers to TCPC SBIC, LP, a Delaware limited partnership;
“Merger
Sub” refers to BCIC Merger Sub, LLC a Delaware limited liability company;
The
“Advisor” refers to Tennenbaum Capital Partners, LLC, a Delaware limited liability company and the investment manager; and
“Administrator”
refers to Series H of SVOF/MM, LLC, a series of a Delaware limited liability company, an affiliate of the Advisor and administrator
of the Company.
For
simplicity, references in this prospectus to the “Company,” “we,” “us” and “our”
includes, where appropriate in the context, SVCP, TCPC Funding, TCPC Funding II and the SBIC on a consolidated basis.
The
Company
The
Company is a Delaware corporation formed on April 2, 2012 in connection with the conversion of the Special Value Continuation Fund,
LLC (“SVCF”), the predecessor to the Company, from a limited liability company to a corporation. At the time of the conversion,
all limited liability company interests of Special Value Continuation Fund, LLC (“SVCF”), the predecessor to the Company,
were exchanged for 15,725,635 shares of common stock in the Company. As a result of the conversion, the books and records of SVCF became
the books and records of the Company. In this prospectus, we refer to such transactions as the “Conversion.” Unless otherwise
indicated, the disclosure in this prospectus gives effect to the Conversion.
The
Company is an externally managed, closed-end, non-diversified management investment company.
On
April 3, 2012, the Company priced its initial public offering (the “Offering”), selling 5,750,000 shares of its common
stock at a public offering price of $14.75 per share.
We
have elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended
(the “1940 Act”). Our investment objective is to achieve high total returns through current income and capital appreciation,
with an emphasis on principal protection. We seek to achieve our investment objective primarily through investments in debt securities
of middle-market companies, which we typically define as those with enterprise values between $100 million and $1.5 billion.
While we intend to primarily focus on privately negotiated investments in debt of middle-market companies, we may make investments of
all kinds and at all levels of the capital structure, including in equity interests such as preferred or common stock and warrants or
options received in connection with our debt investments. Our investment activities will benefit from what we believe are the competitive
advantages of our Advisor, including its diverse in-house skills, proprietary deal flow, and consistent and rigorous investment process
focused on established, middle-market companies. We expect to generate returns through a combination of the receipt of contractual interest
payments on debt investments and origination and similar fees, and, to a lesser extent, equity appreciation through options, warrants,
conversion rights or direct equity investments.
Investment
operations are conducted through the Company’s wholly-owned subsidiaries, SVCP, TCPC Funding, TCPC Funding II, the SBIC and Merger
Sub. SVCP was organized as a limited partnership and had elected to be regulated as a BDC under the 1940 Act through July 31, 2018.
On August 1, 2018, SVCP withdrew its election to be regulated as a BDC under the 1940 Act and withdrew the registration of its common
limited partner interests under
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Section 12(g)
of the Securities Exchange Act of 1934 and, on August 2, 2018, terminated its general partner, Series H of SVOF/MM, LLC, and
converted to a Delaware limited liability company. The managing member of SVOF/MM is Tennenbaum Capital Partners, LLC (the “Advisor”),
which serves as the investment manager to the Company, TCPC Funding, TCPC Funding II, the SBIC and Merger Sub. The Advisor is an indirect
subsidiary of BlackRock, Inc., which, along with its subsidiaries, is referred to herein as “BlackRock”.
The
Company has elected to be treated as a regulated investment company (“RIC”) for U.S. federal income tax purposes. As a RIC,
we will not be taxed on our income to the extent that we distribute such income each year and satisfy other applicable income tax requirements.
SVCP was treated as a partnership for U.S. federal income tax purposes through August 1, 2018, and upon its conversion to a limited
liability company on August 2, 2018 and thereafter has been treated as a disregarded entity.
To
qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements and timely distribute
to our stockholders generally at least 90% of our investment company taxable income, as defined by the Internal Revenue Code of 1986,
as amended (the “Code”), for each year. Pursuant to this election, we generally will not have to pay corporate level taxes
on any income that we distribute to our stockholders provided that we satisfy those requirements.
On
March 18, 2024, the Company completed its acquisition of BlackRock Capital Investment Corporation, a Delaware corporation (“BCIC”),
pursuant to the Amended and Restated Agreement and Plan of Merger (the “Merger Agreement”), dated as of January 10,
2024, by and among the Company, BCIC, Merger Sub, and solely for the limited purposes set forth therein, BlackRock Capital Investment
Advisors, LLC, a Delaware limited liability company and investment advisor to BCIC, and the Advisor. Pursuant to the Merger Agreement,
BCIC merged with and into Merger Sub, with Merger Sub continuing as the surviving company and as a subsidiary of SVCP and an indirect
wholly-owned subsidiary of the Company (the “2024 Merger”). As a result of, and as of the effective time of, the 2024 Merger,
BCIC’s separate corporate existence ceased.
An
organizational structure diagram showing our organizational structure is set forth below:
The
Company’s management consists of our Advisor and board of directors. The Company has entered into an investment management agreement
with our Advisor, under which our Advisor, subject to the overall supervision of our board of directors, manages the day-to-day operations
of, and provides investment advisory services to, the Company.
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Our
board of directors has overall responsibility for the management of the Company, including deciding upon matters of general policy and
reviewing the actions of our Advisor. The majority of the members of the board of directors of the Company are independent of our Advisor.
Our Advisor serves as the investment advisor of each of the Company, TCPC Funding, TCPC Funding II, the SBIC and Merger Sub.
Company
Information
Our
administrative and executive offices are located at 2951 28th Street, Suite 1000, Santa Monica, CA 90405, and our telephone number is
(310) 566-1094. We maintain a website at http://www.tcpcapital.com. Information contained on this website is not incorporated by reference
into this prospectus, and you should not consider information contained on our website to be part of this prospectus.
Risks
Investing
in the Company and the Securities offered by this prospectus involves a high degree of risk. See “Risks” beginning on page 9
of this prospectus for a discussion of certain material risks you should carefully consider before deciding to invest in our Securities.
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We
may offer, from time to time, in one or more offerings or series, together or separately, our Securities, which we expect to use to repay
amounts outstanding under the revolving, multi-currency credit facility issued by SVCP (the “SVCP Credit Facility”),
the senior secured revolving credit facility issued by TCPC Funding II (the “TCPC Funding Facility II”) and, the senior
secured revolving credit facility originally issued by BCIC and assumed by Merger Sub (“Merger Sub Facility”) if any, (which
will increase the funds under the SVCP Credit Facility, the TCPC Funding Facility II, and the Merger Sub Facility available to us to make
additional investments in portfolio companies) and to make investments in portfolio companies in accordance with our investment objective
and for other general corporate purposes, including payment of operating expenses.
Our
Securities may be offered directly to one or more purchasers, through agents designated from time to time by us, or to or through underwriters
or dealers. The prospectus supplement relating to a particular offering will disclose the terms of that offering, including the name or
names of any agents, underwriters or dealers involved in the sale of our Securities, the purchase price, and any fee, commission or discount
arrangement between us and our agents, underwriters or dealers, or the basis upon which such amount may be calculated. We may not sell
our Securities through agents, underwriters or dealers without delivery of a prospectus supplement describing the method and terms of
the offering of such Securities.
Set
forth below is additional information regarding the offering of our Securities:
The
Nasdaq Global Select Market Symbol
“TCPC”
Use
of Proceeds
Unless
otherwise specified in a prospectus supplement, we intend to use the net proceeds to reduce our borrowings outstanding under the SVCP
Credit Facility, TCPC Funding Facility II, and the Merger Sub Facility, if any, and to make investments in portfolio companies in accordance
with our investment objective and for other general corporate purposes, including payment of operating expenses. Pending investment, we
may invest the net proceeds of an offering primarily in cash, cash equivalents, U.S. Government securities and other high-quality debt
investments that mature in one year or less. These securities may have lower yields than our other investments and accordingly may result
in lower distributions, if any, during such period. See “Use of Proceeds.”
Investment
Management Arrangements
The
Company has entered into an investment management agreement with our Advisor, under which our Advisor, subject to the overall supervision
of our board of directors, manages the day-to-day operations of and provides investment advisory services to the Company. For providing
these services, the Advisor receives a base management fee and may receive incentive compensation. Prior to August 1, 2018, SVCP
was regulated as a BDC and was also party to an investment management agreement with the Advisor. On January 29, 2018, SVCP amended
and restated its limited partnership agreement (the “LPA”), effective as of January 1, 2018, to convert its then existing
incentive compensation structure from a profit allocation and distribution to its general partner into a fee payable to the Advisor pursuant
to such investment management agreement. The amendment had no impact on the amount of the incentive compensation paid or services received
by the Company. Accordingly, prior to January 1, 2018, incentive compensation was allocated to SVCP’s general partner as a
distribution. Under the then-existing investment management agreements and the limited partnership agreement of SVCP (pursuant to which
incentive compensation was distributed to SVCP’s general partner prior to January 1, 2018), no incentive compensation was
incurred until after January 1, 2013.
Under
the then-existing investment management agreements and limited partnership agreement of SVCP (pursuant to which incentive compensation
was distributed to SVCP’s general partner prior to January 1, 2018), no incentive compensation was incurred until after January 1,
2013.
Incentive
Compensation pursuant to investment management agreements prior to February 9, 2019
The
incentive compensation had two components, ordinary income and capital gains. Each component was payable or distributable quarterly in
arrears (or upon termination of the Advisor as the investment manager or SVCP’s general partner as its general partner, as of the
termination date) beginning January 1, 2013 and calculated as follows:
Each
of the two components of incentive compensation was separately subject to a total return limitation. Thus, notwithstanding the following
provisions, we were not obligated to pay or distribute any ordinary income incentive
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compensation
or any capital gains incentive compensation if our cumulative total return did not exceed an 8% annual return on daily weighted average
contributed common equity. If our cumulative annual total return was above 8%, the total cumulative incentive compensation we paid was
not more than 20% of our cumulative total return, or, if lower, the amount of our cumulative total return that exceeded the 8% annual
rate.
Subject
to the above limitation, the ordinary income component was the amount, if positive, equal to 20% of the cumulative ordinary income before
incentive compensation, less cumulative ordinary income incentive compensation previously paid or distributed.
Subject
to the above limitation, the capital gains component was the amount, if positive, equal to 20% of the cumulative realized capital gains
(computed net of cumulative realized losses and cumulative net unrealized capital depreciation), less cumulative capital gains incentive
compensation previously paid or distributed. For assets held on January 1, 2013, capital gain, loss and depreciation are measured
on an asset by asset basis against the value thereof as of December 31, 2012. The capital gains component was paid or distributed
in full prior to payment or distribution of the ordinary income component.
Incentive
Compensation pursuant to the current investment management agreement
Under
the current investment management agreement, dated September 6, 2023, the incentive compensation equals the sum of (1) 20% of all
ordinary income since January 1, 2013 through February 8, 2019 and 17.5% thereafter and (2) 20% of all net realized capital
gains (net of any net unrealized capital depreciation) since January 1, 2013 through February 8, 2019 and 17.5% thereafter,
less ordinary income incentive compensation and capital gains incentive compensation previously paid. However, incentive compensation
will only be paid to the extent the cumulative total return of the Company after incentive compensation and including such payment would
equal or exceed a 7% annual return on daily weighted average contributed common equity.
The
incentive compensation is payable quarterly in arrears (or upon termination of the Advisor as the investment manager, as of the termination
date).
Distributions
We
intend to make quarterly distributions to our stockholders out of assets legally available for distribution. The timing and amount of
our quarterly distributions, if any, are determined by our board of directors. Any distributions to our stockholders are declared out
of assets legally available for distribution. We cannot assure you that we will achieve investment results that will allow us to make
a specified level of cash distributions or year-to-year increases in cash distributions. Our ability to pay distributions might be adversely
affected by the impact of one or more of the risk factors described in, or incorporated by reference into, this filing. Due to the asset
coverage test applicable to us under the 1940 Act as a BDC, we may be limited in our ability to make distributions. While it is intended
that we will have sufficient assets to enable us to pay quarterly distributions to our stockholders and maintain our status as a RIC,
there can be no assurances that we will be able pay distributions to our stockholders in the future.
Taxation
The
Company currently is a RIC for U.S. federal income tax purposes and intends to continue to qualify each year as a RIC. In order to qualify
as a RIC, the Company generally must satisfy certain income, asset diversification and distribution requirements. As long as it so qualifies,
the Company will generally not be subject to U.S. federal income tax to the extent that it distributes its investment company taxable
income and net capital gain on a timely basis. See “Distributions” and “U.S. Federal Income Tax Matters.”
Custodian
Wells
Fargo Bank, National Association, or the Custodian, serves as our custodian. See “Custodian.”
Transfer
and Dividend Paying Agent
Computershare,
Inc. serves as our Transfer and Dividend Paying Agent. See “Transfer Agent.”
Borrowings
We
expect to use leverage, including through the SVCP Credit Facility, TCPC Funding Facility II and Merger Sub Facility, to make investments.
We are exposed to the risks of leverage, which include that leverage may be considered a speculative investment technique. The use of
leverage magnifies the potential for gain and loss on amounts invested
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by
us and therefore increases the risks associated with investing in our Securities. The Company will comply with the asset coverage and
other requirements relating to the issuance of senior securities under the 1940 Act. Because the base investment advisory fee we pay our
Advisor is calculated by reference to our total assets, our Advisor may have an incentive to increase our leverage in order to increase
its fees. See “Risks.”
Trading
at a Discount
Shares
of closed-end investment companies, including business development companies, frequently trade at a discount from their net asset value.
We are not generally able to issue and sell our common stock at a price below our net asset value per share unless we have stockholder
approval. At our 2025 annual meeting of stockholders, initially held on May 22, 2025, and adjourned to June 18, 2025, our stockholders
approved our ability to sell shares of the Company’s common stock at a price or prices below its then current net asset value per
share in one or more offerings (for a 12 month period expiring on the anniversary of the date of stockholder approval), subject to
certain limitations set froth in our definitive proxy statement dated April 2, 2025, as revised (including, without limitation, that
the number of shares sold on any given date does not exceed 25% of the Company’s then outstanding common stock immediately prior
to such sale). The possibility that our shares may trade at a discount to our net asset value is separate and distinct from the risk that
our net asset value per share may decline. Our net asset value immediately following an offering will reflect reductions resulting from
the sales load and the amount of such offering expenses paid by us. This risk may have a greater effect on investors expecting to sell
their shares soon after completion of such offering, and our shares may be more appropriate for long-term investors than for investors
with shorter investment horizons. We cannot predict whether our shares will trade above, at or below net asset value. See “Risks.”
Anti-Takeover
Provisions
The
Delaware General Corporation Law, our amended certificate of incorporation and our amended and restated bylaws contain provisions that
may have the effect of discouraging a third party from making an acquisition proposal for us. These anti-takeover provisions may inhibit
a change in control in circumstances that could give the holders of our common stock the opportunity to realize a premium over the market
price of our common stock. Our amended certificate of incorporation and bylaws provide that special meetings of the stockholders may only
be called by our Board of Directors, Chairman, Chief Executive Officer or Secretary. These provisions, as well as other provisions of
our amended certificate of incorporation and our amended and restated bylaws, may delay, defer or prevent a transaction or a change in
control that might otherwise be in the best interests of our stockholders. See “Description of Our Capital Stock.”
Administrator
Our
Administrator oversees our financial records, prepares reports to our stockholders and reports filed with the SEC, leases office space
to us, provides us with equipment and office services and generally monitors the payment of our expenses and provides or supervises the
performance of administrative and professional services used by us. We reimburse the Administrator for its costs in providing these services
without paying any separate administration fee, markup or other profit in excess of fully allocated costs. There is no predetermined limit
on such expenses, however, reimbursement for any such expenses are subject to the review and approval of our board of directors.
License
Agreement
We
have entered into a royalty-free license agreement with BlackRock and the Advisor, pursuant to which each of BlackRock and the Advisor
has agreed to grant us a non-exclusive, royalty-free license to use the name “BlackRock” and “TCP.”
Available
Information
We
have filed with the SEC a registration statement on Form N-2 under the Securities Act of 1933, as amended, or the Securities Act,
which contains additional information about us and our Securities being offered by this prospectus. We are obligated to file annual, quarterly
and current reports, proxy statements and other information with the SEC. This information is available on the SEC’s website at
http://www.sec.gov.
We
maintain a website at http://www.tcpcapital.com and we make all of our annual, quarterly and current reports, proxy statements and other
publicly filed information available, free of charge, on or through this website. You may also
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obtain
such information by contacting us at 2951 28th Street, Suite 1000, Santa Monica, CA 90405, or by calling us collect at (310) 566-1094.
Information contained on our website is not incorporated by reference into this prospectus, and you should not consider information contained
on our website to be part of this prospectus.
We
incorporate by reference into this prospectus the documents listed in “Incorporation by Reference” in this prospectus and
any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, including any filings on or
after the date of this prospectus from the date of filing (excluding any information furnished, rather than filed), until we have sold
all of the offered securities to which this prospectus relates or the offering is otherwise terminated. The information incorporated by
reference is an important part of this prospectus. Any statement in a document incorporated by reference into this prospectus will be
deemed to be automatically modified or superseded to the extent a statement contained in (1) this prospectus or (2) any other subsequently
filed document that is incorporated by reference into this prospectus modifies or supersedes such statement.
We
will provide without charge to each person, including any beneficial owner, to whom this prospectus is delivered, upon written or oral
request, a copy of any and all of the documents that have been or may be incorporated by reference in this prospectus. Please refer to
“Incorporation by Reference” and “Additional Information”
See
“Incorporation by Reference” and “Additional Information” in this prospectus for further information on where
to access, or how to request, copies of documents or further information in connection with the Company, this prospectus or an offering
of Securities to which this prospectus relates.
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PRICE
RANGE OF COMMON SHARES
The
information contained under the heading “Item 5. Other Information—Price Range of Common Stock” in the Company’s
Quarterly Report on Form 10-Q as of June 30, 2025 is incorporated herein by reference.
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RISKS
Before
you invest in our Securities, you should be aware of various risks, including those described in our Annual Report on Form 10-K for
the year ended December 31, 2024, the risk factors described under the caption “Risks” in any applicable prospectus
supplement, any risk factors set forth in our other filings with the SEC, pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act, and those described below. You should carefully consider such risk factors, together with all of the other information included or
incorporated by reference in this prospectus, including our consolidated financial statements and the related notes thereto, before you
decide whether to make an investment in our Securities. Such risks are not the only risks we face, but they are the principal risks associated
with an investment in the Company as well as generally associated with investment in a company with investment objectives, investment
policies, capital structure or trading markets similar to the Company’s. Such risk factors also describe the special risks of investing
in a business development company, including the risks associated with investing in a portfolio of small and developing or financially
troubled businesses. Additional risks and uncertainties not currently known to us or that are currently immaterial also may materially
adversely affect our business, financial condition and/or operating results. If any of the events described in any such risks occur, our
business, financial condition and results of operations could be materially adversely affected. In such case, our net asset value and
the trading price of our common stock could decline, or the value of our preferred stock, debt securities and warrants, if any are outstanding,
may decline, and you may lose all or part of your investment. You should also carefully review the cautionary statement in this prospectus
referred to under “Special Note Regarding Forward-Looking Statements” below. See also “Incorporation by Reference”
and “Additional Information” in this prospectus.
Risks
relating to the offerings pursuant to this prospectus
We
may use proceeds of future offerings in a way with which you may not agree.
We
will have significant flexibility in applying the proceeds of the offerings and may use the net proceeds from the offerings in ways with
which you may not agree, or for purposes other than those contemplated at the time of such offerings. We will also pay operating expenses,
and may pay other expenses such as due diligence expenses of potential new investments, from the net proceeds of future offerings. Our
ability to achieve our investment objective may be limited to the extent that net proceeds of such offerings, pending full investment,
are used to pay expenses rather than to make investments.
We
cannot assure you that we will be able to successfully deploy the proceeds of offerings within the timeframe we have contemplated.
We
currently anticipate that a portion of the net proceeds of future offerings will be invested in accordance with our investment objective
within six to twelve months following completion of any such offering. We cannot assure you, however, that we will be able to locate a
sufficient number of suitable investment opportunities to allow us to successfully deploy in that timeframe that portion of net proceeds
of such future offerings. To the extent we are unable to invest within our contemplated timeframe after the completion of an offering,
our investment income, and in turn our results of operations, will likely be adversely affected.
Our
most recent NAV was calculated as of June 30, 2025 and our NAV when calculated as of any date thereafter may be higher or lower.
Our
most recent NAV per share is $8.71 determined by us as of June 30, 2025. NAV per share as of any subsequent date, may be higher or
lower than $8.71 based on potential changes in valuations, issuances of securities and earnings for the quarter then ended. Our board
of directors has not yet approved the fair value of portfolio investments as of any date subsequent to June 30, 2025. The fair value
of our portfolio investments is determined using a consistently applied valuation process in accordance with our documented valuation
policy that has been reviewed and approved by our board of directors, who also approve in good faith the valuation of such securities
on a quarterly basis in connection with the preparation of quarterly financial statements and based on input from independent valuation
firms, our Advisor, the Administrator and the audit committee of our board of directors.
Risks
related to our common stock
Senior
securities, including debt, expose us to additional risks, including the typical risks associated with leverage and could adversely affect
our business, financial condition and results of operations.
We
currently use our SVCP Credit Facility, TCPC Funding Facility II and Merger Sub Facility to leverage our portfolio and we expect in the
future to borrow from and issue senior debt securities to banks and other lenders.
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With
certain limited exceptions, as a BDC, we are only allowed to borrow amounts or otherwise issue senior securities such that our asset coverage
ratio, as defined in the 1940 Act, is at least 150% after such borrowing or other issuance. The amount of leverage that we employ will
depend on our Advisor’s and our board of directors’ assessment of market conditions and other factors at the time of any
proposed borrowing. There is no assurance that a leveraging strategy will be successful. Leverage involves risks and special considerations
for stockholders, any of which could adversely affect our business, financial condition and results of operations, including the following:
|
• |
A likelihood of greater
volatility in the net asset value and market price of our common stock; |
|
• |
Diminished operating
flexibility as a result of asset coverage or investment portfolio composition requirements required by lenders or investors that are more
stringent than those imposed by the 1940 Act; |
|
• |
The possibility that
investments will have to be liquidated at less than full value or at inopportune times to comply with debt covenants or to pay interest
or dividends on the leverage; |
|
• |
Increased operating expenses
due to the cost of leverage, including issuance and servicing costs; |
|
• |
Convertible or exchangeable
securities may have rights, preferences and privileges more favorable than those of our common stock; |
|
• |
Subordination to lenders’
superior claims on our assets as a result of which lenders will be able to receive proceeds available in the case of our liquidation before
any proceeds will be distributed to our stockholders; |
|
• |
Increased difficulty for
us to meet our payment and other obligations under our outstanding debt; |
|
• |
The occurrence of an
event of default if we fail to comply with the financial and/or other restrictive covenants contained in our debt agreements, including
the credit agreements relating to the SVCP Credit Facility, the TCPC Funding Facility II and, the Merger Sub Facility, which event of
default could result in all or some of our debt becoming immediately due and payable; |
|
• |
Reduced availability
of our cash flow to fund investments, acquisitions and other general corporate purposes, and limiting our ability to obtain additional
financing for these purposes; |
|
• |
The risk of increased
sensitivity to interest rate increases on our indebtedness with variable interest rates, including the borrowings described under “Description
of our Capital Stock-Leverage Program” (the “Leverage Program”); and |
|
• |
Reduced flexibility in
planning for, or reacting to, and increasing our vulnerability to, changes in our business, the industry in which we operate and the general
economy. |
For
example, the amount we may borrow under our SVCP Credit Facility, TCPC Funding Facility II and Merger Sub Facility is determined, in part,
by the fair value of our investments. If the fair value of our investments declines, we may be forced to sell investments at a loss to
maintain compliance with our borrowing limits. Other debt facilities we may enter into in the future may contain similar provisions. Any
such forced sales would reduce our net asset value and also make it difficult for the net asset value to recover. Our Advisor and our
board of directors in their best judgment nevertheless may determine to use leverage if they expect that the benefits to our stockholders
of maintaining the leveraged position will outweigh the risks.
In
addition, our ability to meet our payment and other obligations of the Leverage Program depends on our ability to generate significant
cash flow in the future. This, to some extent, is subject to general economic, financial, competitive, legislative and regulatory factors
as well as other factors that are beyond our control. We cannot assure you that our business will generate cash flow from operations,
or that future borrowings will be available to us under our existing credit facilities or otherwise, in an amount sufficient to enable
us to meet our payment obligations any debt we may issue and to fund other liquidity needs. If we are not able to generate sufficient
cash flow to service our debt obligations, we may need to refinance or restructure our debt, including sell assets, reduce or delay capital
investments, or seek to raise additional capital. If we are unable to implement one or more of these alternatives, we may not be able
to meet our payment obligations under any debt we may issue.
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Investing
in our Securities may involve an above average degree of risk.
The
investments we make in accordance with our investment objective may result in a higher amount of risk than alternative investment options
and a higher risk of volatility or loss of principal. Our investments in portfolio companies involve higher levels of risk, and therefore,
an investment in our Securities may not be suitable for someone with lower risk tolerance.
Our
stockholders may receive shares of our common stock as dividends, which could result in adverse tax consequences to stockholders.
To
satisfy the annual distribution requirement applicable to RICs, we have the ability to declare a large portion of a dividend in shares
of our common stock instead of in cash. As long as 20% of such dividend is paid in cash and certain requirements are met, the entire distribution
will be treated as a dividend for U.S. federal income tax purposes. As a result, a stockholder would be taxed on 100% of the dividend
in the same manner as a cash dividend, even though most of the dividend was paid in shares of our common stock.
Sales
of substantial amounts of our common stock in the public market may have an adverse effect on the market price of our common stock.
Sales
of substantial amounts of our common stock, or the availability of such common stock for sale, could adversely affect the prevailing market
prices for our common stock. If this occurs and continues, it could impair our ability to raise additional capital through the sale of
securities should we desire to do so.
Future
transactions and these offerings may limit our ability to use our capital loss carryforwards.
We
have capital loss carryforwards for U.S. federal income tax purposes. Subject to certain limitations, capital loss carryforwards may be
used to offset future recognized capital gains. Section 382 of the Code imposes an annual limitation on the ability of a corporation,
including a RIC, that undergoes an “ownership change” to use its capital loss carryforwards. Generally, an ownership change
occurs if certain five percent stockholders and public groups collectively increase their ownership in us by 50 percent points or more
during a three-year period. We do not expect that the offerings will result in an ownership change for Section 382 purposes. However,
even if the offerings do not result in an ownership change, they will make it more likely that future transactions involving our common
stock, including transfers by existing stockholders, could result in such an ownership change. Accordingly, there can be no assurance
that an ownership change limiting our ability to use our capital loss carryforwards (and built-in, unrecognized losses, if any) will not
occur in the future. Such a limitation would, for any given year, have the effect of potentially increasing the amount of our U.S. federal
net capital gains for such year and, hence, the amount of dividends we would need to distribute to remain a RIC and to avoid U.S. income
and excise tax liability.
We
may initially invest a portion of the net proceeds of offerings pursuant to this prospectus primarily in high-quality short-term investments,
which will generate lower rates of return than those expected from the interest generated on first and second lien senior secured loans
and mezzanine debt.
We
may initially invest a portion of the net proceeds of offerings pursuant to this prospectus primarily in cash, cash equivalents, U.S.
government securities and other high-quality short-term investments. These securities generally earn yields substantially lower than the
income that we anticipate receiving once we are fully invested in accordance with our investment objective. As a result, we may not, for
a time, be able to achieve our investment objective and/or we may need to, for a time, decrease the amount of any dividend that we may
pay to our stockholders to a level that is substantially lower than the level that we expect to pay when the net proceeds of offerings
are fully invested in accordance with our investment objective. If we do not realize yields in excess of our expenses, we may incur operating
losses and the market price of our shares may decline.
Certain
proposed changes in tax law may have adverse tax consequences to certain non-U.S. holders of the our common stock.
On
May 22, 2025, the United States House of Representatives passed a bill that, if enacted into law, may affect the U.S. federal income
tax considerations applicable to certain non-U.S. holders of our common stock. In particular, the bill proposes to increase the current
U.S. tax rates, including reduced rates provided under an applicable income tax treaty, on dividends payable on common stock to certain
individuals and entities resident in, or owned by residents of, countries (“applicable persons”) that have enacted any unfair
foreign tax, as defined in the bill. Among other things, the bill provides for escalating rates of tax on payments to applicable persons,
including applicable persons that claim a reduced rate of withholding tax under an applicable income tax treaty, up to 20% above the current
statutory rates of tax
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(determined
without regard to any rate provided under an applicable income tax treaty in lieu of such statutory rate). The likelihood of the bill
or other similar legislation being enacted is uncertain, and the provisions of the bill or other similar legislation may change prior
to enactment. Prospective investors in our common stock should consult their legal advisors regarding the likelihood of the bill becoming
law and the potential effects of the bill to them of investing in the our stock.
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SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
In
addition to factors previously identified elsewhere in this prospectus, including the “Risks” section of this prospectus,
the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance:
|
• |
our, or our portfolio companies’,
future business, operations, operating results or prospects; |
|
• |
the return or impact of
current and future investments; |
|
• |
the impact of a protracted
decline in the liquidity of credit markets on our business; |
|
• |
the impact of fluctuations
in interest rates on our business; |
|
• |
the impact of changes
in laws or regulations governing our operations or the operations of our portfolio companies; |
|
• |
our contractual arrangements
and relationships with third parties; |
|
• |
the general economy and
its impact on the industries in which we invest; |
|
• |
the financial condition
of and ability of our current and prospective portfolio companies to achieve their objectives; |
|
• |
our expected financings
and investments; |
|
• |
the adequacy of our financing
resources and working capital; |
|
• |
the ability of our investment
advisor to locate suitable investments for us and to monitor and administer our investments; |
|
• |
the timing of cash flows,
if any, from the operations of our portfolio companies; |
|
• |
the timing, form and amount
of any dividend distributions; |
|
• |
our ability to maintain
our qualification as a regulated investment company and as a business development company; |
|
• |
the ability to realize benefits
anticipated by the 2024 Merger; and |
|
• |
the impact of information
technology system failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity attacks. |
This
prospectus contains, and other statements that we may make may contain, forward-looking statements with respect to future financial or
business performance, strategies or expectations. Forward-looking statements are typically identified by words or phrases such as “trend,”
“opportunity,” “pipeline,” “believe,” “comfortable,” “expect,” “anticipate,”
“current,” “intention,” “estimate,” “position,” “assume,” “potential,”
“outlook,” “continue,” “remain,” “maintain,” “sustain,” “seek,”
“achieve” and similar expressions, or future or conditional verbs such as “will,” “would,” “should,”
“could,” “may” or similar expressions.
Forward-looking
statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only
as of the date they are made, and we assume no duty to and do not undertake to update forward-looking statements. These forward-looking
statements do not meet the safe harbor for forward-looking statements pursuant to Section 27A of the Securities Act or Section 21E
of the Exchange Act. Actual results could differ materially from those anticipated in forward-looking statements and future results could
differ materially from historical performance.
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Unless
otherwise specified in a prospectus supplement, we intend to use the net proceeds from any offering to repay amounts outstanding under
the SVCP Credit Facility, TCPC Funding Facility II and Merger Sub Facility, if any, (which will increase the funds under the SVCP Credit
Facility, TCPC Funding Facility II and Merger Sub Facility available to us to make additional investments in portfolio companies) and
to make investments in portfolio companies in accordance with our investment objective and for other general corporate purposes, including
payment of operating expenses. We anticipate that substantially all of the net proceeds of an offering, not used to repay borrowings or
for general corporate purposes, will be invested in accordance with our investment objective within six to twelve months following completion
of such offering, depending on the availability of appropriate investment opportunities consistent with our investment objective and market
conditions. We cannot assure you that we will achieve our targeted investment pace.
As
of September 19, 2025, we had $131.9 million outstanding under the SVCP Credit Facility, $129.0 million of the outstanding amount
bore interest at SOFR plus 2.00% per annum and $2.9 million of the outstanding amount bore interest at EURIBOR plus 2.00% per annum,
subject to certain limitations. The SVCP Credit Facility matures August 1, 2029, subject to extension by the lenders at our request.
As
of September 19, 2025, we had $100.0 million outstanding under the TCPC Funding Facility II, with advances generally bearing interest
at SOFR plus 2.00% per annum, subject to certain limitations. The TCPC Funding Facility II matures on July 31, 2029, subject to extension
by the lender at our request.
As
of September 19, 2025, we had $68.0 million outstanding under the Merger Sub Facility, with advances generally bearing interest at
SOFR plus 2.00% per annum, subject to certain limitations. The Merger Sub Facility matures on September 6, 2028, subject to extension
by the lender at our request.
Pending
investments in portfolio companies by the Company, the Company will invest the net proceeds of an offering primarily in cash, cash equivalents,
U.S. Government securities and other high-quality debt investments that mature in one year or less. These securities may have lower yields
than our other investments and accordingly may result in lower distributions, if any, during such period.
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Competition
Our
primary competitors to provide financing to middle-market companies include public and private funds, commercial and investment banks,
commercial finance companies and private equity and hedge funds. Many of our competitors are substantially larger and have considerably
greater financial and marketing resources than we do. For example, some competitors may have access to funding sources that are not available
to us. In addition, some of our competitors may have higher risk tolerances or different risk assessments, which could allow them to consider
a wider variety of investments and establish more relationships than us. Furthermore, many of our competitors are not subject to the regulatory
restrictions that the 1940 Act imposes on us as a BDC or to the distribution and other requirements we must satisfy to maintain our favorable
RIC tax status.
Properties
We
do not own any real estate or other physical properties materially important to our operation. Our executive offices are located at 2951
28th Street, Suite 1000, Santa Monica, CA 90405, and are provided by the Advisor in accordance with the terms of the administration
agreement. We believe that our office facilities are adequate for our business as it is conducted.
Legal
Proceedings
From
time to time, we and the Advisor may be parties to certain legal proceedings incidental to the normal course of our business, including
with respect to our investments in our portfolio companies. On September 13, 2023, we were named as a defendant, together with the
Advisor and certain other funds managed by the Advisor, as well as certain other defendants, in a lawsuit filed in the United States Bankruptcy
Court for the Southern District of New York. The suit relates to a third-party sponsored collateralized loan obligation in which we and
certain other defendants invested. The suit alleges that we and the other defendants knew or should have known of certain fraudulent activities
of the third-party manager relating to its management of the collateralized loan obligation that caused the plaintiffs to suffer investment
losses. The suit seeks to recover from us approximately $15 million, plus interest, additional amounts from the other defendants,
and attorneys’ fees and costs from all defendants. We, the affiliated funds and the Advisor intend to vigorously defend against
these claims and filed a motion to dismiss the lawsuit on November 6, 2023, which was argued in court on March 6, 2024. On November 8,
2024, the court issued a decision, granting in part and denying in part the motion to dismiss. As a result, on December 6, 2024,
the plaintiffs filed an amended complaint containing substantially similar allegations but without the claims dismissed by the court.
On January 23, 2025, we, the Advisor and the funds managed by it, along with other defendants, filed a motion to dismiss one of the
counts in the amended complaint, which was granted on September 11, 2025. At this time, we and the Advisor cannot predict with a
reasonable degree of certainty the likelihood of an unfavorable outcome, including any potential losses that could result.
Distributions
We
intend to make distributions on a quarterly basis to our stockholders out of assets legally available for distribution. The timing and
amount of our quarterly distributions, if any, are determined by our board of directors. Any distributions to our stockholders are declared
out of assets legally available for distribution. We intend to pay quarterly distributions to our stockholders in an amount, and on a
timely basis, sufficient to maintain our status as a RIC. There can be no assurances that the Company will have sufficient funds to pay
distributions to our stockholders in the future to maintain our status as a RIC.
We
are a RIC under the Code. To continue to obtain RIC tax benefits, we generally must distribute at least 90% of our ordinary income and
net short-term capital gain in excess of net long-term capital loss, if any, out of the assets legally available for distribution. In
order to avoid certain excise taxes imposed on RICs, we currently intend to distribute during each calendar year an amount at least equal
to the sum of (1) 98% of our ordinary income (not taking into account any capital gains or losses) for the calendar year, (2) 98.2% of
the amount by which our capital gains exceed our capital losses (adjusted for certain ordinary losses) for the one-year period generally
ending on October 31 of the calendar year and (3) certain undistributed amounts from previous years on which we paid no U.S. federal
income tax. In addition, although we currently intend to distribute net capital gain (i.e., net long-term capital gain in excess of net
short-term capital loss), if any, at least annually, out of the assets legally available for such distributions, we may in the future
decide to retain such capital gain for investment. In such event, the consequences of our retention of net capital gain are as described
under “U.S. Federal Income Tax Matters.” We can offer no assurance that the Company will
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achieve
results that will permit the payment of any cash distributions to our stockholders. In addition, the Leverage Program prohibits us from
making distributions if doing so would cause us to fail to maintain the asset coverage ratios stipulated by the 1940 Act or the Leverage
Program. See “Risks,” “U.S. Federal Income Tax Matters” and “Senior Securities” in the prospectus.
Regulation
Exemptive
Order
Our
Advisor and we believe that, in certain circumstances, it may be in our best interests to be able to co-invest with registered funds,
unregistered funds and business development companies managed now or in the future by our Advisor and its affiliates, along with certain
affiliates of the Advisor acting in a principal capacity, in order to be able to participate in a wider range of transactions. Currently,
SEC regulations and interpretations would permit us to co-invest with registered and unregistered funds that are managed by the Advisor
and/or its affiliates, along with certain affiliates of the Advisor acting in a principal capacity, in publicly traded securities and
also in private placements where (i) our Advisor negotiates only the price, interest rate and similar price-related terms of the securities
and not matters such as covenants, collateral or management rights and (ii) each relevant account acquires and sells the securities at
the same time in pro rata amounts (subject to exceptions approved by compliance personnel after considering the reasons for the requested
exception). Such regulations and interpretations also permit us to co-invest in other private placements with registered investment funds
affiliated with our Advisor in certain circumstances, some of which would require certain findings by our independent directors and the
independent directors of each other eligible registered fund. Under current SEC regulations, in the absence of an exemption or other guidance
from the SEC, we may be prohibited from co-investing in certain private placements where terms in addition to price are negotiated, with
any unregistered fund or account managed now or in the future by our Advisor or its affiliates, as well as with certain affiliates of
the Advisor acting in a principal capacity.
To
the extent permitted by the 1940 Act and interpretations of the staff of the SEC, and subject to the allocation policies of our Advisor,
our Advisor may deem it appropriate for us and certain funds and accounts managed and controlled by our Advisor to participate in an investment
opportunity alongside certain affiliated funds and accounts. In an order dated May 6, 2025, the SEC granted exemptive relief to our
Advisor and us permitting us, subject to satisfaction of certain conditions, to co-invest in certain privately negotiated investment transactions
with certain affiliates of our Advisor and us (the “Order”). Any of these co-investment opportunities may give rise to conflicts
of interest or perceived conflicts of interest among us and the other participating funds and/or accounts. To mitigate these conflicts,
our Advisor and its affiliates managing other funds and accounts participating in transactions under the Order will seek to allocate such
transactions for all of the participating investment accounts, including us, on a fair and equitable basis and in accordance with their
respective allocation policies. The Board has reviewed, and may from time to time in the future, review the allocation policies of our
Advisor. In addition, pursuant to such order, the Board is required to maintain oversight of our participation in the co-investment program
permitted by such order in the exercise of the Board’s reasonable business judgment, and under certain circumstances, such as in
the case of non-pro rata acquisitions and dispositions, or in the case of pre-existing investments
in an issuer by certain affiliated funds or accounts, approve certain co-investment transactions.
Our
Advisor and its affiliates may spend substantial time on other business activities, including investment management and advisory activities
for entities with the same or overlapping investment objectives, investing for their own account with us or any investor us, financial
advisory services (including services for entities in which we invest), and acting as directors, officers, creditor committee members
or in similar capacities. Subject to the requirements of the 1940 Act, our Advisor and its affiliates and associates intend to engage
in such activities and may receive compensation from third parties for their services. Subject to the same requirements, such compensation
may be payable by entities in which we invest in connection with actual or contemplated investments, and our Advisor may receive fees
and other compensation in connection with structuring investments which they will share.
Our
Advisor and its partners, officers, directors, stockholders, members, managers, employees, affiliates and agents may be subject to certain
potential or actual conflicts of interest in connection with the activities of, and investments by, us. Affiliates and employees of our
Advisor are equity investors in us.
Relief
from Registration as a Commodity Pool Operator
We
may engage in “commodity interest” transactions (generally, transactions in futures, certain options, certain currency transactions
and certain types of swaps) only for bona fide hedging, yield enhancement and risk management
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purposes,
in each case in accordance with the rules and regulations of the Commodity Futures Trading Commission (“CFTC”). With respect
to the Company, our Advisor relies on an exclusion from the definition of “commodity pool operator” pursuant to CFTC Rule 4.5
which imposes certain commodity interest trading restrictions on the Company. These trading restrictions permit the Company to engage
in commodity interest transactions that include (i) “bona fide hedging” transactions, as that term is defined and interpreted
by the CFTC and its staff, without regard to the percentage of the Company’s assets committed to margin and option premiums and
(ii) non-bona fide hedging transactions, provided that the Company does not enter into such non-bona fide hedging transactions if, immediately
thereafter, (a) the sum of the amount of initial margin and premiums required to establish the Company’s commodity interest
positions would exceed 5% of the Company’s liquidation value, after taking into account unrealized profits and unrealized losses
on any such transactions, and (b) the aggregate net notional value of the Company’s commodity interest positions would exceed 100%
of the Company’s liquidation value, after taking into account unrealized profits and unrealized losses on any such positions. In
addition to meeting one of the foregoing trading limitations, interests in the Company may not be marketed as or in a commodity pool or
otherwise as a vehicle for trading in the futures, options or swaps markets. If our Advisor was required to register as a commodity pool
operator with respect to the Company, compliance with additional registration and regulatory requirements would increase the Company expenses.
Other potentially adverse regulatory initiatives could also develop.
Other
We
may also be prohibited under the 1940 Act from knowingly participating in certain transactions with our affiliates without the prior approval
of our board of directors who are not interested persons and, in some cases, prior approval by the SEC.
We
are subject to periodic examination by the SEC for compliance with the 1940 Act.
We
are required to provide and maintain a bond issued by a reputable fidelity insurance company to protect us against larceny and embezzlement.
Furthermore, as a BDC, we are prohibited from protecting any director or officer against any liability to us or our stockholders arising
from willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person’s
office.
Brokerage
Allocations and other Practices
Subject
to the supervision of the board of directors, decisions to buy and sell securities and bank debt for the Company and decisions regarding
brokerage commission rates are made by our Advisor. Transactions on stock exchanges involve the payment by the Company of brokerage commissions.
In certain instances the Company may make purchases of underwritten issues at prices which include underwriting fees.
In
selecting a broker to execute each particular transaction, our Advisor will take the following into consideration: the best net price
available; the reliability, integrity and financial condition of the broker; the size and difficulty in executing the order, and the value
of the expected contribution of the broker to the investment performance of the Company on a continuing basis. Accordingly, the cost of
the brokerage commissions to the Company in any transaction may be greater than that available from other brokers if the difference is
reasonably justified by other aspects of the portfolio execution services offered. The aggregate amount of brokerage commission paid by
the Company over the previous three fiscal years was $0. The extent to which our Advisor makes use of statistical, research and other
services furnished by brokers may be considered by our Advisor in the allocation of brokerage business, but there is not a formula by
which such business is allocated. Our Advisor does so in accordance with its judgment of the best interests of the Company and its stockholders.
One
or more of the other investment funds or accounts which our Advisor manages may own from time to time some of the same investments as
the Company. When two or more companies or accounts seek to purchase or sell the same securities, the securities actually purchased or
sold and any transaction costs will be allocated among the companies and accounts on a good faith equitable basis by our Advisor in its
discretion in accordance with the accounts’ various investment objectives, subject to the allocation procedures adopted by the
board of directors related to privately placed securities (including an implementation of any co-investment exemptive relief obtained
by the Company and our Advisor). In some cases, this system may adversely affect the price or size of the position obtainable for the
Company. In other cases, however, the ability of the Company to participate in volume transactions may produce better execution for the
Company. It is the opinion of the board of directors that this advantage, when combined with the other benefits available due to our Advisor’s
organization, outweighs any disadvantages that may be said to exist from exposure to simultaneous transactions.
TABLE OF CONTENTS
PORTFOLIO
COMPANIES
The
following is a listing of each portfolio company investment, together referred to as our investment portfolio, as of June 30,
2025. Percentages shown for class of securities held by us represent percentage of the class owned and do not necessarily represent
voting ownership or economic ownership. Percentages shown for equity securities other than warrants or options represent the actual
percentage of the class of security held before dilution. Percentages shown for warrants and options held represent the percentage
of class of security we may own on a fully diluted basis assuming we exercise our warrants or options. Each variable rate debt
investment that is determined by a reference to LIBOR resets either monthly, quarterly, semi-annually or annually.
Our
board of directors approved the valuation of our investment portfolio, as of June 30, 2025, at fair value as determined in good faith
using a consistently applied valuation process in accordance with our documented valuation policy that has been reviewed and approved
by our board of directors, who also approve in good faith the valuation of such securities as of the end of each quarter. For more information
relating to our investments, see our schedules of investments included in our financial statements incorporated by reference in this prospectus.
TABLE OF CONTENTS
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Debt
Investments(A)
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Aerospace
& Defense
|
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Skydio,
Inc |
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3000
Clearview Way, Building E, San Mateo, CA 94402 |
|
|
First
Lien Term Loan |
|
|
SOFR(M) |
|
|
2.50% |
|
|
2.75% Cash +
2.75% PIK |
|
|
9.82% |
|
|
12/4/2029 |
|
|
$ 13,306,506 |
|
|
$13,193,280
|
|
|
$13,173,441
|
|
|
0.69% |
|
|
N
|
|
|
Skydio,
Inc |
|
|
3000
Clearview Way, Building E, San Mateo, CA 94402 |
|
|
First
Lien Delayed Draw Term Loan B |
|
|
SOFR(M) |
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|
2.50% |
|
|
2.75% Cash +
2.75% PIK |
|
|
9.82% |
|
|
12/4/2029 |
|
|
$—
|
|
|
(58,133) |
|
|
(65,625) |
|
|
0.00% |
|
|
K/N |
|
|
Skydio,
Inc |
|
|
3000
Clearview Way, Building E, San Mateo, CA 94402 |
|
|
First
Lien Delayed Draw Term Loan A |
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|
SOFR(M) |
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2.50% |
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2.75% Cash +
2.75% PIK |
|
|
9.82% |
|
|
12/4/2029 |
|
|
$—
|
|
|
(58,133) |
|
|
(65,625) |
|
|
0.00% |
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K/N |
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13,077,014
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13,042,191
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0.69% |
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Automobiles
|
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ALCV
Purchaser, Inc. (AutoLenders) |
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101
Woodcrest Rd, Suite 141, Cherry Hill, NJ 08003 |
|
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First
Lien Term Loan |
|
|
SOFR(M) |
|
|
1.00% |
|
|
6.86% |
|
|
11.19% |
|
|
2/25/2026 |
|
|
$7,577,113
|
|
|
7,524,404
|
|
|
7,577,113
|
|
|
0.40% |
|
|
G/N |
|
|
ALCV
Purchaser, Inc. (AutoLenders) |
|
|
101
Woodcrest Rd, Suite 141, Cherry Hill, NJ 08003 |
|
|
Sr
Secured Revolver |
|
|
SOFR(M) |
|
|
1.00% |
|
|
6.86% |
|
|
11.19% |
|
|
2/25/2026 |
|
|
$448,202
|
|
|
442,520
|
|
|
448,202
|
|
|
0.02% |
|
|
G/N |
|
|
AutoAlert,
LLC |
|
|
114
W. 11th Street, Suite 700, Kansas City, MO 64105 |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
5.40% |
|
|
9.70% |
|
|
3/31/2028 |
|
|
$ 18,812,631 |
|
|
18,812,631
|
|
|
18,812,631
|
|
|
0.99% |
|
|
F/N
|
|
|
AutoAlert,
LLC |
|
|
114
W. 11th Street, Suite 700, Kansas City, MO 64105 |
|
|
Second
Lien Term Loan |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
9.40% PIK |
|
|
13.70% |
|
|
3/31/2029 |
|
|
$11,482,833
|
|
|
11,482,833
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|
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11,482,833
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|
|
0.60% |
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F/N
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38,262,388
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38,320,779
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|
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2.01% |
|
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|
|
Building
Products
|
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Air
Distribution Technologies Inc |
|
|
605
Shiloh Rd, Plano, TX 75074 |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
6.00% |
|
|
10.30% |
|
|
8/1/2030 |
|
|
$1,990,394
|
|
|
1,955,049
|
|
|
1,998,356
|
|
|
0.11% |
|
|
N
|
|
|
Porcelain
Acquisition Corporation
(Paramount) |
|
|
18000
NE 5th Avenue, Miami, FL 33162 |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
6.10% |
|
|
10.40% |
|
|
4/30/2027 |
|
|
$9,403,496
|
|
|
9,218,016
|
|
|
8,115,217
|
|
|
0.43% |
|
|
N
|
|
|
Trulite
Holding Corp. |
|
|
403
Westpark Court, Peachtree City, GA 30269 |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
6.00% |
|
|
10.29% |
|
|
3/1/2030 |
|
|
$1,614,583
|
|
|
1,559,543
|
|
|
1,574,219
|
|
|
0.08% |
|
|
N
|
|
|
|
|
|
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|
|
|
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|
|
|
|
|
|
|
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|
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|
|
|
|
|
|
|
|
12,732,608
|
|
|
11,687,792
|
|
|
0.62% |
|
|
|
|
|
Capital
Markets
|
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Pico
Quantitative Trading, LLC |
|
|
32
Old Slip, 16th Floor,
New
York, NY 10005 |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
1.50% |
|
|
7.51% |
|
|
11.75% |
|
|
2/8/2027 |
|
|
$ 22,291,007 |
|
|
22,229,894
|
|
|
22,402,462
|
|
|
1.18% |
|
|
N
|
|
|
Pico
Quantitative Trading, LLC |
|
|
32
Old Slip, 16th Floor,
New
York, NY 10005 |
|
|
First
Lien Incremental Term Loan |
|
|
SOFR(Q) |
|
|
1.50% |
|
|
7.51% |
|
|
11.79% |
|
|
2/8/2027 |
|
|
$ 17,285,388 |
|
|
17,204,048
|
|
|
17,285,388
|
|
|
0.91% |
|
|
N
|
|
|
PMA
Parent Holdings,
LLC |
|
|
380
Sentry Parkway, Blue Bell, PA 19422 |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
0.75% |
|
|
5.50% |
|
|
9.80% |
|
|
1/31/2031 |
|
|
$5,223,783
|
|
|
4,973,565
|
|
|
5,276,021
|
|
|
0.28% |
|
|
N
|
|
|
PMA
Parent Holdings,
LLC |
|
|
380
Sentry Parkway, Blue Bell, PA 19422 |
|
|
Sr
Secured Revolver |
|
|
SOFR(Q) |
|
|
0.75% |
|
|
5.50% |
|
|
9.80% |
|
|
1/31/2031 |
|
|
$—
|
|
|
(13,344) |
|
|
—
|
|
|
0.00% |
|
|
K/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
44,394,163
|
|
|
44,963,871
|
|
|
2.37% |
|
|
|
|
|
Commercial
Services & Supplies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Apollo
Group Holdco, LLC (Topsail) |
|
|
6950
NW 77th Court, Doral, FL 33166 |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
6.00% |
|
|
10.30% |
|
|
12/26/2030 |
|
|
$487,500
|
|
|
478,706
|
|
|
475,800
|
|
|
0.03% |
|
|
N
|
|
|
Kellermeyer
Bergensons Services, LLC |
|
|
3605
Ocean Ranch Blvd, Suite 200, Oceanside, CA 92056 |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
1.90% Cash +
3.50% PIK |
|
|
9.68% |
|
|
11/6/2028 |
|
|
$1,394,427
|
|
|
1,364,989
|
|
|
1,394,427
|
|
|
0.07% |
|
|
N
|
|
|
Kellermeyer
Bergensons Services, LLC |
|
|
3605
Ocean Ranch Blvd, Suite 200, Oceanside, CA 92056 |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
1.15% Cash +
7.00% PIK |
|
|
12.43% |
|
|
11/6/2028 |
|
|
$626,038
|
|
|
428,878
|
|
|
626,038
|
|
|
0.03% |
|
|
N
|
|
|
Modigent,
LLC
(Pueblo) |
|
|
410
N 44TH St, Suite 650, Phoenix, AZ 85008 |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
0.75% |
|
|
5.00% |
|
|
9.30% |
|
|
8/23/2028 |
|
|
$1,684,490
|
|
|
1,625,770
|
|
|
1,664,540
|
|
|
0.09% |
|
|
N
|
|
|
Modigent,
LLC
(Pueblo) |
|
|
410
N 44TH St, Suite 650, Phoenix, AZ 85008 |
|
|
First
Lien Delayed Draw Term Loan |
|
|
SOFR(Q) |
|
|
0.75% |
|
|
5.00% |
|
|
9.30% |
|
|
8/23/2028 |
|
|
$1,168,435
|
|
|
1,131,321
|
|
|
1,154,597
|
|
|
0.06% |
|
|
N
|
|
|
Modigent,
LLC
(Pueblo) |
|
|
410
N 44TH St, Suite 650, Phoenix, AZ 85008 |
|
|
First
Lien Delayed Draw Term Loan |
|
|
SOFR(Q) |
|
|
0.75% |
|
|
5.00% |
|
|
9.30% |
|
|
8/23/2028 |
|
|
$1,573,051
|
|
|
1,520,524
|
|
|
1,546,527
|
|
|
0.08% |
|
|
N
|
|
|
Modigent,
LLC
(Pueblo) |
|
|
410
N 44TH St, Suite 650, Phoenix, AZ 85008 |
|
|
Sr
Secured Revolver |
|
|
SOFR(Q) |
|
|
0.75% |
|
|
5.00% |
|
|
9.30% |
|
|
8/23/2027 |
|
|
$168,631
|
|
|
158,693
|
|
|
163,628
|
|
|
0.01% |
|
|
N
|
|
|
Thermostat
Purchaser III, Inc. (Reedy Industries) |
|
|
10
Parkway North, Suite #100, Deerfield, IL 60015 |
|
|
Second
Lien Term Loan |
|
|
SOFR(Q) |
|
|
0.75% |
|
|
7.40% |
|
|
11.73% |
|
|
8/31/2029 |
|
|
$ 10,383,054 |
|
|
10,170,605
|
|
|
10,383,054
|
|
|
0.55% |
|
|
N
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,879,486
|
|
|
17,408,611
|
|
|
0.92% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt
Investments - Continued
|
|
Construction
and Engineering
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brown
& Settle, Inc. |
|
|
9400
Innovation Dr, Manassas, VA 20110 |
|
|
Sr
Secured Revolver |
|
|
SOFR(M) |
|
|
1.00% |
|
|
6.50% |
|
|
10.82% |
|
|
5/16/2030 |
|
|
$468,293
|
|
|
$444,377
|
|
|
$440,000
|
|
|
0.02% |
|
|
N
|
|
Brown
& Settle, Inc. |
|
|
9400
Innovation Dr, Manassas, VA 20110 |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
6.50% |
|
|
10.83% |
|
|
5/16/2030 |
|
|
$9,024,390
|
|
|
8,802,147
|
|
|
8,762,683
|
|
|
0.46% |
|
|
N
|
|
Homerenew
Buyer, Inc.
(Renovo) |
|
|
4519
Sigma Rd., Suite 100, Dallas, TX 75244 |
|
|
First
Lien Delayed Draw Term Loan |
|
|
SOFR(Q) |
|
|
0.00% |
|
|
9.65% |
|
|
13.97% |
|
|
4/14/2030 |
|
|
$1,641,996
|
|
|
1,095,615
|
|
|
1,641,996
|
|
|
0.09% |
|
|
N
|
|
Homerenew
Buyer, Inc.
(Renovo) |
|
|
4519
Sigma Rd., Suite 100, Dallas, TX 75244 |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
0.00% |
|
|
6.65% |
|
|
10.96% |
|
|
4/14/2030 |
|
|
$2,898,055
|
|
|
2,898,055
|
|
|
2,898,055
|
|
|
0.15% |
|
|
N
|
|
Homerenew
Buyer, Inc.
(Renovo) |
|
|
4519
Sigma Rd., Suite 100, Dallas, TX 75244 |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
0.00% |
|
|
8.15% |
|
|
12.46% |
|
|
4/14/2030 |
|
|
$1,253,783
|
|
|
1,253,783
|
|
|
1,253,783
|
|
|
0.07% |
|
|
N
|
|
Homerenew
Buyer, Inc.
(Renovo) |
|
|
4519
Sigma Rd., Suite 100, Dallas, TX 75244 |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
0.00% |
|
|
9.65% |
|
|
13.96% |
|
|
4/14/2030 |
|
|
$5,452,570
|
|
|
5,452,570
|
|
|
5,452,570
|
|
|
0.29% |
|
|
N
|
|
JF
Acquisition, LLC
(JF
Petroleum) |
|
|
100
Perimeter Park Dr, #H, Morrisville, NC 27560 |
|
|
First
Lien Delayed Draw Term Loan |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
5.75% |
|
|
10.06% |
|
|
6/18/2030 |
|
|
$—
|
|
|
(35,612) |
|
|
(17,806) |
|
|
0.00% |
|
|
K/N |
|
JF
Acquisition, LLC
(JF
Petroleum) |
|
|
100
Perimeter Park Dr, #H, Morrisville, NC 27560 |
|
|
Sr
Secured Revolver |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
5.75% |
|
|
10.06% |
|
|
6/18/2030 |
|
|
$—
|
|
|
(13,355) |
|
|
(6,677) |
|
|
0.00% |
|
|
K/N |
|
JF
Acquisition, LLC
(JF
Petroleum) |
|
|
100
Perimeter Park Dr, #H, Morrisville, NC 27560 |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
5.75% |
|
|
10.06% |
|
|
6/18/2030 |
|
|
$5,119,237
|
|
|
5,016,852
|
|
|
5,068,045
|
|
|
0.27% |
|
|
N
|
|
Vortex
Companies,
LLC |
|
|
18150
Imperial Valley Dr, Houston, TX 77060 |
|
|
First
Lien Delayed Draw Term Loan |
|
|
SOFR(M) |
|
|
1.00% |
|
|
5.00% |
|
|
9.33% |
|
|
9/4/2029 |
|
|
$—
|
|
|
(4,750) |
|
|
(1,963) |
|
|
0.00% |
|
|
K/N |
|
Vortex
Companies,
LLC |
|
|
18150
Imperial Valley Dr, Houston, TX 77060 |
|
|
First
Lien Term Loan |
|
|
SOFR(M) |
|
|
1.00% |
|
|
5.00% |
|
|
9.33% |
|
|
9/4/2029 |
|
|
$1,088,018
|
|
|
1,072,126
|
|
|
1,084,754
|
|
|
0.06% |
|
|
N
|
|
Hylan
Intermediate Holding II, LLC |
|
|
101
Crawfords Corner Road, Building 2, Suite 2308, Holmdel, NJ 07733 |
|
|
First
Lien Term Loan |
|
|
SOFR(S) |
|
|
2.00% |
|
|
6.25% |
|
|
10.33% |
|
|
4/5/2029 |
|
|
$11,563,401
|
|
|
11,430,987
|
|
|
10,888,098
|
|
|
0.57% |
|
|
B/N
|
|
LJ
Avalon Holdings, LLC
(Ardurra) |
|
|
1000
NW 57th Ct., Suite 800, Miami, FL 33126 |
|
|
First
Lien Delayed Draw Term Loan |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
4.75% |
|
|
9.07% |
|
|
2/1/2030 |
|
|
$2,768,081
|
|
|
2,733,651
|
|
|
2,781,921
|
|
|
0.15% |
|
|
N
|
|
LJ
Avalon Holdings, LLC
(Ardurra) |
|
|
1000
NW 57th Ct., Suite 800, Miami, FL 33126 |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
4.75% |
|
|
9.07% |
|
|
2/1/2030 |
|
|
$6,761,737
|
|
|
6,579,390
|
|
|
6,795,546
|
|
|
0.36% |
|
|
N
|
|
PlayPower,
Inc |
|
|
11515
Vanstory Drive, Suite 100, Huntersville, NC 28078 |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
0.75% |
|
|
5.25% |
|
|
9.55% |
|
|
8/28/2030 |
|
|
$8,621,717
|
|
|
8,507,768
|
|
|
8,578,609
|
|
|
0.45% |
|
|
N
|
|
PlayPower,
Inc |
|
|
11515
Vanstory Drive, Suite 100, Huntersville, NC 28078 |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
0.75% |
|
|
5.25% |
|
|
9.55% |
|
|
8/28/2030 |
|
|
$1,265,776
|
|
|
1,253,826
|
|
|
1,259,447
|
|
|
0.07% |
|
|
N
|
|
PlayPower,
Inc |
|
|
11515
Vanstory Drive, Suite 100, Huntersville, NC 28078 |
|
|
Sr
Secured Revolver |
|
|
SOFR(Q) |
|
|
0.75% |
|
|
5.25% |
|
|
9.55% |
|
|
8/28/2030 |
|
|
$—
|
|
|
(16,968) |
|
|
(17,333) |
|
|
0.00% |
|
|
K/N |
|
Titan
Home Improvement, LLC (Renuity) |
|
|
1447
S Tryon St, Charlotte, NC 28203 |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
5.75% |
|
|
10.08% |
|
|
5/31/2030 |
|
|
$1,846,512
|
|
|
1,800,349
|
|
|
1,864,977
|
|
|
0.10% |
|
|
N
|
|
Titan
Home Improvement, LLC (Renuity) |
|
|
1447
S Tryon St, Charlotte, NC 28203 |
|
|
First
Lien Delayed Draw Term Loan |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
5.75% |
|
|
10.08% |
|
|
5/31/2030 |
|
|
$—
|
|
|
—
|
|
|
3,488
|
|
|
0.00% |
|
|
N
|
|
Vortex
Companies,
LLC |
|
|
18150
Imperial Valley Dr, Houston, TX 77060 |
|
|
First
Lien Term Loan |
|
|
SOFR(M) |
|
|
1.00% |
|
|
5.00% |
|
|
9.33% |
|
|
9/4/2029 |
|
|
$879,752
|
|
|
846,271
|
|
|
877,113
|
|
|
0.05% |
|
|
N
|
|
Vortex
Companies,
LLC |
|
|
18150
Imperial Valley Dr, Houston, TX 77060 |
|
|
First
Lien Term Loan |
|
|
SOFR(M) |
|
|
1.00% |
|
|
5.00% |
|
|
9.33% |
|
|
9/4/2029 |
|
|
$652,441
|
|
|
633,768
|
|
|
650,484
|
|
|
0.03% |
|
|
N
|
|
Vortex
Companies,
LLC |
|
|
18150
Imperial Valley Dr, Houston, TX 77060 |
|
|
First
Lien Delayed Draw Term Loan |
|
|
SOFR(M) |
|
|
1.00% |
|
|
5.00% |
|
|
9.33% |
|
|
9/4/2029 |
|
|
$851,880
|
|
|
840,650
|
|
|
849,324
|
|
|
0.04% |
|
|
N
|
|
Vortex
Companies,
LLC |
|
|
18150
Imperial Valley Dr, Houston, TX 77060 |
|
|
First
Lien Delayed Draw Term Loan |
|
|
SOFR(M) |
|
|
1.00% |
|
|
5.00% |
|
|
9.33% |
|
|
9/4/2029 |
|
|
$422,856
|
|
|
434,258
|
|
|
421,588
|
|
|
0.02% |
|
|
N
|
|
Vortex
Companies,
LLC |
|
|
18150
Imperial Valley Dr, Houston, TX 77060 |
|
|
Sr
Secured Revolver |
|
|
Prime |
|
|
1.00% |
|
|
4.00% |
|
|
11.50% |
|
|
9/4/2029 |
|
|
$28,804
|
|
|
28,315
|
|
|
28,335
|
|
|
0.00% |
|
|
N
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
61,054,073
|
|
|
61,557,037
|
|
|
3.25% |
|
|
|
|
Consumer
Finance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Freedom
Financial Network Funding, LLC |
|
|
1875
S. Grant Street, Suite 400, San Mateo, CA 94402 |
|
|
First
Lien Term Loan |
|
|
SOFR(M) |
|
|
1.00% |
|
|
9.10% |
|
|
13.42% |
|
|
9/21/2027 |
|
|
$12,058,668 |
|
|
11,735,374
|
|
|
11,938,081
|
|
|
0.63% |
|
|
N
|
|
Freedom
Financial Network Funding, LLC |
|
|
1875
S. Grant Street, Suite 400, San Mateo, CA 94402 |
|
|
First
Lien Delayed Draw Term Loan |
|
|
SOFR(S) |
|
|
1.00% |
|
|
9.25% |
|
|
13.43% |
|
|
9/21/2027 |
|
|
$4,019,556
|
|
|
3,915,237
|
|
|
3,979,360
|
|
|
0.21% |
|
|
N
|
|
Lucky
US BuyerCo, LLC (Global Payments) |
|
|
3550
Lenox Road, Atlanta, GA 30326 |
|
|
Sr
Secured Revolver |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
7.50% |
|
|
11.80% |
|
|
3/30/2029 |
|
|
$411,316
|
|
|
402,247
|
|
|
401,486
|
|
|
0.02% |
|
|
N
|
|
Lucky
US BuyerCo, LLC (Global Payments) |
|
|
3550
Lenox Road, Atlanta, GA 30326 |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
7.50% |
|
|
11.80% |
|
|
3/30/2029 |
|
|
$4,254,251
|
|
|
4,118,624
|
|
|
4,179,011
|
|
|
0.22% |
|
|
N
|
|
Money
Transfer Acquisition Inc. |
|
|
10777
Westheimer Rd, Houston, TX 77042 |
|
|
First
Lien Term Loan |
|
|
SOFR(M) |
|
|
1.00% |
|
|
8.35% |
|
|
12.68% |
|
|
12/14/2027 |
|
|
$8,146,037
|
|
|
8,009,232
|
|
|
7,958,678
|
|
|
0.42% |
|
|
N
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28,180,714
|
|
|
28,456,616
|
|
|
1.50% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt
Investments - Continued
|
|
Containers
& Packaging
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BW
Holding, Inc. (Brook & Whittle) |
|
|
20
Carter Drive, Guilford, CT 06437 |
|
|
Second
Lien Term Loan |
|
|
SOFR(Q) |
|
|
0.75% |
|
|
7.65% |
|
|
11.98% |
|
|
12/14/2029 |
|
|
$ 17,639,207
|
|
|
$16,906,920
|
|
|
$7,038,043
|
|
|
0.37% |
|
|
C/N
|
|
PVHC
Holding Corp. |
|
|
5711
Old Buncombe Rd, Greenville, SC 29609 |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
2.50% |
|
|
5.65% Cash + 0.75%
PIK |
|
|
10.70% |
|
|
2/17/2027 |
|
|
$5,031,260
|
|
|
4,927,630
|
|
|
5,094,151
|
|
|
0.27% |
|
|
N
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21,834,550
|
|
|
12,132,194
|
|
|
0.64% |
|
|
|
|
Diversified
Consumer Services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Express
Wash Acquisition Company, LLC
(Whistle) |
|
|
5821
Fairview Road, Suite 400, Charlotte, NC, 28209 |
|
|
Sr
Secured Revolver |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
6.25% |
|
|
10.59% |
|
|
4/10/2031 |
|
|
$—
|
|
|
(16,045) |
|
|
(8,333) |
|
|
0.00% |
|
|
K/N
|
|
Express
Wash Acquisition Company, LLC
(Whistle) |
|
|
5821
Fairview Road, Suite 400, Charlotte, NC, 28209 |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
6.25% |
|
|
10.46% |
|
|
4/10/2031 |
|
|
$ 28,333,385
|
|
|
28,062,368
|
|
|
28,191,718
|
|
|
1.48% |
|
|
N
|
|
Fusion
Holding Corp. (Finalsite) |
|
|
655
Winding Brook Drive, Glastonbury, CT 06033 |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
0.75% |
|
|
6.25% |
|
|
10.55% |
|
|
9/14/2029 |
|
|
$3,571,608
|
|
|
3,449,005
|
|
|
3,485,878
|
|
|
0.18% |
|
|
N
|
|
Fusion
Holding Corp. (Finalsite) |
|
|
655
Winding Brook Drive, Glastonbury, CT 06033 |
|
|
Sr
Secured Revolver |
|
|
Prime |
|
|
0.75% |
|
|
5.25% |
|
|
12.75% |
|
|
9/15/2027 |
|
|
$276,607
|
|
|
274,674
|
|
|
271,705
|
|
|
0.01% |
|
|
N
|
|
Razor
Group Holdings II, Inc. (Germany) |
|
|
Ritterstrasse
16-18, 10969 Berlin, Germany |
|
|
First
Lien A Term Loan |
|
|
Fixed |
|
|
0.00% |
|
|
2.50% Cash + 5.00%
PIK |
|
|
7.50% |
|
|
9/30/2028 |
|
|
$ 63,345,275
|
|
|
59,486,911
|
|
|
12,922,436
|
|
|
0.68% |
|
|
C/H/N |
|
Razor
Group Holdings II, Inc. (Germany) |
|
|
Ritterstrasse
16-18, 10969 Berlin, Germany |
|
|
First
Lien C Term Loan |
|
|
Fixed |
|
|
0.00% |
|
|
3.50% Cash + 3.50%
PIK |
|
|
7.00% |
|
|
9/30/2028 |
|
|
$6,864,777
|
|
|
6,114,187
|
|
|
—
|
|
|
0.00% |
|
|
C/H/N |
|
Razor
Group Holdings II, Inc. (Germany) |
|
|
Ritterstrasse
16-18, 10969 Berlin, Germany |
|
|
First
Out Delayed Draw Term Loan |
|
|
Fixed |
|
|
0.00% |
|
|
15.00% |
|
|
15.00% |
|
|
9/15/2027 |
|
|
$1,461,580
|
|
|
1,461,580
|
|
|
2,239,140
|
|
|
0.12% |
|
|
H/N
|
|
SellerX
Germany GmbH
(Germany) |
|
|
Chausseestraße
19, 10115 Berlin, Germany |
|
|
Sr
Secured Revolver |
|
|
SOFR(Q) |
|
|
0.00% |
|
|
5.00% |
|
|
9.26% |
|
|
10/28/2026 |
|
|
$807,613
|
|
|
798,614
|
|
|
807,613
|
|
|
0.04% |
|
|
H/N
|
|
SellerX
Germany GMBH & Co. KG (Germany) |
|
|
Chausseestraße
19, 10115 Berlin, Germany |
|
|
Sr
Secured Revolver |
|
|
SOFR(Q) |
|
|
0.00% |
|
|
5.00% |
|
|
9.31% |
|
|
6/18/2029 |
|
|
$7,909,228
|
|
|
8,328,327
|
|
|
7,909,228
|
|
|
0.42% |
|
|
H/N
|
|
SellerX
Germany GMBH & Co. KG (Germany) |
|
|
Chausseestraße
19, 10115 Berlin, Germany |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
0.00% |
|
|
9.00% |
|
|
13.31% |
|
|
12/31/2028 |
|
|
$7,072,231
|
|
|
7,072,231
|
|
|
7,072,231
|
|
|
0.37% |
|
|
H/N
|
|
SellerX
Germany GMBH & Co. KG (Germany) |
|
|
Chausseestraße
19, 10115 Berlin, Germany |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
0.00% |
|
|
9.00% |
|
|
13.31% |
|
|
12/31/2028 |
|
|
$8,114,159
|
|
|
8,114,159
|
|
|
8,114,159
|
|
|
0.43% |
|
|
H/N
|
|
Thras.io,
LLC |
|
|
85
West Street, Suite 4, Walpole, MA 02081 |
|
|
First
Out Term Loan |
|
|
SOFR(M) |
|
|
1.00% |
|
|
10.11% PIK |
|
|
14.44% |
|
|
6/18/2029 |
|
|
$6,297,579
|
|
|
6,167,831
|
|
|
6,297,579
|
|
|
0.33% |
|
|
N
|
|
Thras.io,
LLC |
|
|
85
West Street, Suite 4, Walpole, MA 02081 |
|
|
Second
Out Term Loan |
|
|
SOFR(M) |
|
|
1.00% |
|
|
10.11% PIK |
|
|
14.44% |
|
|
6/18/2029 |
|
|
$ 18,268,660
|
|
|
15,397,713
|
|
|
13,935,334
|
|
|
0.73% |
|
|
C/N
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
144,711,555
|
|
|
91,238,688
|
|
|
4.79% |
|
|
|
|
Diversified
Financial Services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36th
Street Capital Partners Holdings,
LLC |
|
|
161
Headquarters Plaza East Tower, 5th Floor, Morristown, NJ 07960 |
|
|
Senior
Note |
|
|
Fixed |
|
|
0.00% |
|
|
12.00% |
|
|
12.00% |
|
|
11/30/2025 |
|
|
$ 59,756,438
|
|
|
59,756,438
|
|
|
59,756,438
|
|
|
3.15% |
|
|
E/F/N
|
|
Accordion
Partners
LLC |
|
|
One
Vanderbilt Ave, 24th Floor, New York, NY 10017 |
|
|
Sr
Secured Revolver |
|
|
SOFR(Q) |
|
|
0.75% |
|
|
5.25% |
|
|
9.55% |
|
|
11/15/2031 |
|
|
$—
|
|
|
(2,907) |
|
|
(2,625) |
|
|
0.00% |
|
|
K/N
|
|
Accordion
Partners
LLC |
|
|
One
Vanderbilt Ave, 24th Floor, New York, NY 10017 |
|
|
First
Lien Delayed Draw Term Loan |
|
|
SOFR(Q) |
|
|
0.75% |
|
|
5.25% |
|
|
9.56% |
|
|
11/15/2031 |
|
|
$157,485
|
|
|
153,081
|
|
|
153,549
|
|
|
0.01% |
|
|
N
|
|
Accordion
Partners
LLC |
|
|
One
Vanderbilt Ave, 24th Floor, New York, NY 10017 |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
0.75% |
|
|
5.25% |
|
|
9.55% |
|
|
11/15/2031 |
|
|
$5,890,954
|
|
|
5,864,424
|
|
|
5,867,391
|
|
|
0.31% |
|
|
N
|
|
Accuserve
Solutions,
Inc. |
|
|
5611
Hudson Dr, Suite 300, Hudson, OH 44236 |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
5.25% |
|
|
9.59% |
|
|
3/15/2030 |
|
|
$2,330,930
|
|
|
2,317,512
|
|
|
2,288,973
|
|
|
0.12% |
|
|
N
|
|
Accuserve
Solutions,
Inc. |
|
|
5611
Hudson Dr, Suite 300, Hudson, OH 44236 |
|
|
First
Lien Delayed Draw Term Loan |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
5.25% |
|
|
9.59% |
|
|
3/15/2030 |
|
|
$—
|
|
|
(11,674) |
|
|
(35,460) |
|
|
0.00% |
|
|
K/N
|
|
Beekeeper
Buyer Inc. (Archway) |
|
|
8888
Keystone Crossing, Suite 1400, Indianapolis, IN 46240 |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
0.75% |
|
|
5.25% |
|
|
9.55% |
|
|
6/30/2031 |
|
|
$—
|
|
|
(1,999) |
|
|
(2,000) |
|
|
0.00% |
|
|
K/N
|
|
Beekeeper
Buyer Inc. (Archway) |
|
|
8888
Keystone Crossing, Suite 1400, Indianapolis, IN 46240 |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
0.75% |
|
|
5.25% |
|
|
9.55% |
|
|
6/30/2031 |
|
|
$800,000
|
|
|
792,001
|
|
|
792,000
|
|
|
0.04% |
|
|
N
|
|
Callodine
Commercial Finance, LLC |
|
|
Two
International Place, Suite 1830, Boston, MA 02110 |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
11.26% |
|
|
15.56% |
|
|
11/3/2025 |
|
|
$19,115,226
|
|
|
18,976,757
|
|
|
19,115,226
|
|
|
1.01% |
|
|
N
|
|
GC
Champion Acquisition LLC (Numerix) |
|
|
100
Park Avenue, 15th Floor, New York, NY 10017 |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
5.00% |
|
|
9.27% |
|
|
8/21/2028 |
|
|
$7,683,981
|
|
|
7,393,618
|
|
|
7,615,044
|
|
|
0.40% |
|
|
N
|
|
GC
Champion Acquisition LLC (Numerix) |
|
|
100
Park Avenue, 15th Floor, New York, NY 10017 |
|
|
First
Lien Delayed Draw Term Loan |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
5.00% |
|
|
9.27% |
|
|
8/21/2028 |
|
|
$2,134,439
|
|
|
2,053,770
|
|
|
2,115,290
|
|
|
0.11% |
|
|
N
|
|
Gordon
Brothers Finance
Company |
|
|
101
Huntington Ave, Suite 1100, Boston, MA 02199 |
|
|
Unsecured
Debt |
|
|
LIBOR(M) |
|
|
1.00% |
|
|
11.00% |
|
|
15.30% |
|
|
6/8/2029 |
|
|
$ 34,644,008
|
|
|
10,575,543
|
|
|
128,183
|
|
|
0.01% |
|
|
C/F/N
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt
Investments - Continued
|
|
Diversified
Financial Services - Continued
|
|
Libra
Solutions Intermediate Holdco, LLC et al (fka Oasis Financial,
LLC) |
|
|
9525
West Bryn Mawr Avenue, Suite 900, Rosemont, IL 60018 |
|
|
Second
Lien Term Loan |
|
|
SOFR(M) |
|
|
1.00% |
|
|
8.62% |
|
|
12.94% |
|
|
7/5/2026 |
|
|
$ 22,633,544
|
|
|
$22,420,455
|
|
|
$22,588,277
|
|
|
1.19% |
|
|
N
|
|
Rialto
Management Group, LLC |
|
|
872
Madison Avenue, Suite 2A, New York, NY 10021 |
|
|
Sr
Secured Revolver |
|
|
SOFR(M) |
|
|
0.75% |
|
|
5.00% |
|
|
9.33% |
|
|
12/5/2030 |
|
|
$—
|
|
|
(1,562) |
|
|
—
|
|
|
0.00% |
|
|
I/K/N
|
|
Rialto
Management Group, LLC |
|
|
872
Madison Avenue, Suite 2A, New York, NY 10021 |
|
|
First
Lien Term Loan |
|
|
SOFR(M) |
|
|
0.75% |
|
|
5.00% |
|
|
9.33% |
|
|
12/5/2030 |
|
|
$4,772,414
|
|
|
4,729,361
|
|
|
4,801,048
|
|
|
0.25% |
|
|
I/N
|
|
SitusAMC
Holdings Corporation |
|
|
Tower
49, 12 East 49th Street, 34th Floor, New York, NY 10017 |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
0.75% |
|
|
5.50% |
|
|
9.80% |
|
|
5/14/2031 |
|
|
$ 18,227,001
|
|
|
18,143,725
|
|
|
18,172,320
|
|
|
0.96% |
|
|
N
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
153,158,543
|
|
|
143,353,654
|
|
|
7.56% |
|
|
|
|
Electrical
Equipment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Spark
Buyer, LLC (Sparkstone) |
|
|
133
N Swift Road, Addison, IL 60101 |
|
|
First
Lien Delayed Draw Term Loan |
|
|
SOFR(Q) |
|
|
0.75% |
|
|
5.25% |
|
|
9.57% |
|
|
10/15/2031 |
|
|
$—
|
|
|
(60,492) |
|
|
(237,586) |
|
|
−0.01% |
|
|
K/N
|
|
Spark
Buyer, LLC (Sparkstone) |
|
|
133
N Swift Road, Addison, IL 60101 |
|
|
Sr
Secured Revolver |
|
|
SOFR(Q) |
|
|
0.75% |
|
|
5.25% |
|
|
9.58% |
|
|
10/15/2031 |
|
|
$224,138
|
|
|
224,138
|
|
|
105,345
|
|
|
0.01% |
|
|
N
|
|
Spark
Buyer, LLC (Sparkstone) |
|
|
133
N Swift Road, Addison, IL 60101 |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
0.75% |
|
|
5.25% |
|
|
9.57% |
|
|
10/15/2031 |
|
|
$11,150,862
|
|
|
10,996,404
|
|
|
10,559,866
|
|
|
0.56% |
|
|
N
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,160,050
|
|
|
10,427,625
|
|
|
0.56% |
|
|
|
|
Electric
Utilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conergy
Asia & ME Pte. Ltd. (Singapore) |
|
|
3
Anson Road #07-01, Springleaf Tower, Singapore 079909 |
|
|
First
Lien Term Loan |
|
|
Fixed |
|
|
0.00% |
|
|
0.00% |
|
|
0.00% |
|
|
9/2/2025 |
|
|
$2,110,141
|
|
|
2,110,141
|
|
|
—
|
|
|
0.00% |
|
|
D/F/H/N |
|
Kawa
Solar Holdings Limited (Conergy) (Cayman Islands) |
|
|
3
Anson Road #07-01, Springleaf Tower, Singapore 079909 |
|
|
Bank
Guarantee Credit Facility |
|
|
Fixed |
|
|
0.00% |
|
|
0.00% |
|
|
0.00% |
|
|
12/31/2025 |
|
|
$6,578,877
|
|
|
6,578,877
|
|
|
40,789
|
|
|
0.00% |
|
|
D/F/H/N |
|
Kawa
Solar Holdings Limited (Conergy) (Cayman Islands) |
|
|
3
Anson Road #07-01, Springleaf Tower, Singapore 079909 |
|
|
Revolving
Credit Facility |
|
|
Fixed |
|
|
0.00% |
|
|
0.00% |
|
|
0.00% |
|
|
12/31/2025 |
|
|
$5,535,517
|
|
|
5,535,517
|
|
|
1,022,410
|
|
|
0.05% |
|
|
D/F/H/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,224,535
|
|
|
1,063,199
|
|
|
0.05% |
|
|
|
|
Health
Care Technology
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Appriss
Health, LLC
(PatientPing) |
|
|
9901
Linn Station Rd, Suite 500, Louisville, KY 40223 |
|
|
First
Lien Term Loan |
|
|
SOFR(M) |
|
|
1.00% |
|
|
4.90% |
|
|
9.22% |
|
|
5/6/2027 |
|
|
$5,382,416
|
|
|
5,310,117
|
|
|
5,382,416
|
|
|
0.28% |
|
|
N
|
|
Appriss
Health, LLC
(PatientPing) |
|
|
9901
Linn Station Rd, Suite 500, Louisville, KY 40223 |
|
|
Sr
Secured Revolver |
|
|
SOFR(M) |
|
|
1.00% |
|
|
4.90% |
|
|
9.22% |
|
|
5/6/2027 |
|
|
$—
|
|
|
(5,672) |
|
|
—
|
|
|
0.00% |
|
|
K/N
|
|
CareATC,
Inc. |
|
|
4500
S. 129th Ave, Tulsa, OK 74134 |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
7.35% |
|
|
11.66% |
|
|
3/14/2026 |
|
|
$ 21,081,367
|
|
|
20,865,522
|
|
|
20,849,472
|
|
|
1.10% |
|
|
N
|
|
CareATC,
Inc. |
|
|
4500
S. 129th Ave, Tulsa, OK 74134 |
|
|
Sr
Secured Revolver |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
7.35% |
|
|
11.66% |
|
|
3/14/2026 |
|
|
$—
|
|
|
(3,500) |
|
|
(10,399) |
|
|
0.00% |
|
|
K/N
|
|
ESO
Solutions, Inc. |
|
|
2803
Manor Road, Austin, TX 78722 |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
6.75% |
|
|
11.09% |
|
|
5/3/2027 |
|
|
$ 32,182,664
|
|
|
31,679,030
|
|
|
32,021,751
|
|
|
1.69% |
|
|
N
|
|
ESO
Solutions, Inc. |
|
|
2803
Manor Road, Austin, TX 78722 |
|
|
Sr
Secured Revolver |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
6.75% |
|
|
11.09% |
|
|
5/3/2027 |
|
|
$2,366,541
|
|
|
2,338,974
|
|
|
2,354,709
|
|
|
0.12% |
|
|
N
|
|
Gainwell
Acquisition
Corp. |
|
|
1775
Tysons Blvd, Suite 900, Tysons, VA 22102 |
|
|
Second
Lien Term Loan |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
8.10% |
|
|
12.38% |
|
|
10/2/2028 |
|
|
$7,744,557
|
|
|
7,614,550
|
|
|
7,380,563
|
|
|
0.39% |
|
|
N
|
|
MRO
Parent
Corporation |
|
|
1000
Madison Avenue, Suite 100, Norristown, PA 19403 |
|
|
First
Lien Delayed Draw Term Loan |
|
|
SOFR(Q) |
|
|
0.75% |
|
|
4.75% |
|
|
9.08% |
|
|
6/9/2032 |
|
|
$—
|
|
|
(551) |
|
|
(1,111) |
|
|
0.00% |
|
|
K/N
|
|
MRO
Parent
Corporation |
|
|
1000
Madison Avenue, Suite 100, Norristown, PA 19403 |
|
|
Sr
Secured Revolver |
|
|
SOFR(Q) |
|
|
0.75% |
|
|
4.75% |
|
|
9.08% |
|
|
6/9/2032 |
|
|
$—
|
|
|
(1,102) |
|
|
(1,111) |
|
|
0.00% |
|
|
K/N
|
|
MRO
Parent
Corporation |
|
|
1000
Madison Avenue, Suite 100, Norristown, PA 19403 |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
0.75% |
|
|
4.75% |
|
|
9.08% |
|
|
6/9/2032 |
|
|
$851,852
|
|
|
839,116
|
|
|
839,074
|
|
|
0.04% |
|
|
N
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
68,636,484
|
|
|
68,815,364
|
|
|
3.62% |
|
|
|
|
Healthcare
Providers and Services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INH
Buyer, Inc. |
|
|
6675
Westwood Blvd, Suite 475, Orlando, FL 32821 |
|
|
First
Lien Delayed Draw Term Loan |
|
|
SOFR(Q) |
|
|
0.00% |
|
|
8.50% |
|
|
12.90% |
|
|
3/2/2026 |
|
|
$—
|
|
|
—
|
|
|
(4,239) |
|
|
0.00% |
|
|
K/N
|
|
INH
Buyer, Inc. |
|
|
6675
Westwood Blvd, Suite 475, Orlando, FL 32821 |
|
|
First
Lien Amendment No. 8 Term Loan |
|
|
SOFR(Q) |
|
|
0.00% |
|
|
8.50% PIK |
|
|
12.90% |
|
|
3/2/2026 |
|
|
$269,321
|
|
|
269,321
|
|
|
265,281
|
|
|
0.01% |
|
|
N
|
|
INH
Buyer, Inc. |
|
|
6675
Westwood Blvd, Suite 475, Orlando, FL 32821 |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
0.00% |
|
|
7.00% |
|
|
11.40% |
|
|
6/28/2028 |
|
|
$8,313,711
|
|
|
6,584,206
|
|
|
1,646,115
|
|
|
0.09% |
|
|
C/N
|
|
PHC
Buyer, LLC (Patriot Home Care) |
|
|
5700
N Broad St, 3rd Floor, Philadelphia, PA 19141 |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
0.75% |
|
|
6.00% |
|
|
10.33% |
|
|
5/4/2028 |
|
|
$ 13,784,079
|
|
|
13,470,159
|
|
|
13,555,520
|
|
|
0.71% |
|
|
N
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt
Investments - Continued
|
|
Healthcare
Providers and Services - Continued
|
|
PHC
Buyer, LLC (Patriot Home Care) |
|
|
5700
N Broad St, 3rd Floor, Philadelphia, PA 19141 |
|
|
First
Lien Delayed Draw Term Loan |
|
|
SOFR(Q) |
|
|
0.75% |
|
|
6.00% |
|
|
10.33% |
|
|
5/4/2028 |
|
|
$3,205,352
|
|
|
$3,187,274
|
|
|
$3,152,203
|
|
|
0.17% |
|
|
N
|
|
RecordXTechnologies,
LLC (Ontellus) |
|
|
910
Louisiana Street, Suite 4500, Houston, TX 77002 |
|
|
First
Lien Term Loan |
|
|
SOFR(M) |
|
|
1.00% |
|
|
5.25% |
|
|
9.58% |
|
|
12/23/2027 |
|
|
$2,468,750
|
|
|
2,444,063
|
|
|
2,468,750
|
|
|
0.13% |
|
|
N
|
|
Team
Services Group,
LLC |
|
|
3131
Camino del Rio North, Suite 650, San Diego, CA 92108 |
|
|
Second
Lien Term Loan |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
9.26% |
|
|
13.54% |
|
|
11/13/2028 |
|
|
$ 34,410,390
|
|
|
33,565,598
|
|
|
34,410,390
|
|
|
1.81% |
|
|
G/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
59,520,621
|
|
|
55,494,020
|
|
|
2.92% |
|
|
|
|
Hotels,
Restaurants and Leisure
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stonebridge
Companies, LLC |
|
|
4949
South Niagara Street, Suite 300, Denver, CO 80237 |
|
|
First
Lien Delayed Draw Term Loan |
|
|
SOFR(Q) |
|
|
0.75% |
|
|
5.00% |
|
|
9.34% |
|
|
5/16/2031 |
|
|
$—
|
|
|
(1,421) |
|
|
(2,903) |
|
|
0.00% |
|
|
K/N |
|
Stonebridge
Companies, LLC |
|
|
4949
South Niagara Street, Suite 300, Denver, CO 80237 |
|
|
Sr
Secured Revolver |
|
|
SOFR(Q) |
|
|
0.75% |
|
|
5.00% |
|
|
9.34% |
|
|
5/16/2030 |
|
|
$—
|
|
|
(1,890) |
|
|
(1,935) |
|
|
0.00% |
|
|
K/N |
|
Stonebridge
Companies, LLC |
|
|
4949
South Niagara Street, Suite 300, Denver, CO 80237 |
|
|
First
Lien Term Loan |
|
|
SOFR(M) |
|
|
0.75% |
|
|
5.00% |
|
|
9.33% |
|
|
5/16/2031 |
|
|
$677,419
|
|
|
667,409
|
|
|
667,258
|
|
|
0.04% |
|
|
N
|
|
OCM
Luxembourg Baccarat BidCo S.À R.L. (Interblock) (Slovenia) |
|
|
6900
S. Decatur Blvd., Suite 100, Las Vegas, NV 89118 |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
2.00% |
|
|
6.25% |
|
|
10.57% |
|
|
6/3/2027 |
|
|
$5,328,407
|
|
|
5,163,504
|
|
|
5,302,054
|
|
|
0.28% |
|
|
H/N |
|
OCM
Luxembourg Baccarat BidCo S.À R.L. (Interblock) (Slovenia) |
|
|
6900
S. Decatur Blvd., Suite 100, Las Vegas, NV 89118 |
|
|
Second
Lien Term Loan |
|
|
SOFR(Q) |
|
|
2.00% |
|
|
6.25% |
|
|
10.57% |
|
|
6/3/2027 |
|
|
$3,326,779
|
|
|
3,166,885
|
|
|
3,310,326
|
|
|
0.17% |
|
|
H/N |
|
OCM
Luxembourg Baccarat BidCo S.À R.L. (Interblock) (Slovenia) |
|
|
6900
S. Decatur Blvd., Suite 100, Las Vegas, NV 89118 |
|
|
Sr
Secured Revolver |
|
|
SOFR(M) |
|
|
2.00% |
|
|
6.25% |
|
|
10.57% |
|
|
6/3/2027 |
|
|
$438,327
|
|
|
434,796
|
|
|
436,159
|
|
|
0.02% |
|
|
H/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,429,283
|
|
|
9,710,959
|
|
|
0.51% |
|
|
|
|
Household
Durables
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bad
Boy Mowers JV Acquisition, LLC |
|
|
102
Industrial Drive, Batesville, AR 72501 |
|
|
First
Lien Term Loan |
|
|
SOFR(M) |
|
|
1.00% |
|
|
5.25% |
|
|
9.56% |
|
|
11/9/2029 |
|
|
$5,271,841
|
|
|
5,078,454
|
|
|
5,324,559
|
|
|
0.28% |
|
|
N
|
|
Insurance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AmeriLife
Holdings,
LLC |
|
|
2650
McCormick Drive, Clearwater, FL 33759 |
|
|
First
Lien Term Loan |
|
|
SOFR(S) |
|
|
0.75% |
|
|
4.75% |
|
|
9.01% |
|
|
8/31/2029 |
|
|
$7,244,778
|
|
|
6,995,569
|
|
|
7,244,778
|
|
|
0.38% |
|
|
N
|
|
AmeriLife
Holdings,
LLC |
|
|
2650
McCormick Drive, Clearwater, FL 33759 |
|
|
Sr
Secured Revolver |
|
|
SOFR(Q) |
|
|
0.75% |
|
|
4.75% |
|
|
9.08% |
|
|
8/31/2028 |
|
|
$61,875
|
|
|
54,901
|
|
|
61,874
|
|
|
0.00% |
|
|
N
|
|
EBS
Parent Holdings Inc. (TDC Acquisition Sub Inc.) (The Difference Card) |
|
|
200
Business Park, Suite 311, Armonk, NY 10504 |
|
|
First
Lien Delayed Draw Term Loan |
|
|
SOFR(Q) |
|
|
0.75% |
|
|
5.00% |
|
|
9.34% |
|
|
7/1/2032 |
|
|
$—
|
|
|
(3,880) |
|
|
(7,764) |
|
|
0.00% |
|
|
K/N |
|
EBS
Parent Holdings Inc. (TDC Acquisition Sub Inc.) (The Difference Card) |
|
|
200
Business Park, Suite 311, Armonk, NY 10504 |
|
|
Sr
Secured Revolver |
|
|
SOFR(Q) |
|
|
0.75% |
|
|
5.00% |
|
|
9.34% |
|
|
7/1/2032 |
|
|
$—
|
|
|
(2,587) |
|
|
(2,588) |
|
|
0.00% |
|
|
K/N |
|
EBS
Parent Holdings Inc. (TDC Acquisition Sub Inc.) (The Difference Card) |
|
|
200
Business Park, Suite 311, Armonk, NY 10504 |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
0.75% |
|
|
5.00% |
|
|
9.29% |
|
|
7/1/2032 |
|
|
$3,105,469
|
|
|
3,074,417
|
|
|
3,074,414
|
|
|
0.16% |
|
|
N
|
|
Integrity
Marketing Acquisition, LLC |
|
|
1445
Ross Avenue, 40th Floor, Dallas, TX 75202 |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
0.75% |
|
|
5.00% |
|
|
9.32% |
|
|
8/25/2028 |
|
|
$2,366,127
|
|
|
2,347,939
|
|
|
2,366,127
|
|
|
0.12% |
|
|
N
|
|
Integrity
Marketing Acquisition, LLC |
|
|
1445
Ross Avenue, 40th Floor, Dallas, TX 75202 |
|
|
Sr
Secured Revolver |
|
|
SOFR(Q) |
|
|
0.75% |
|
|
5.00% |
|
|
9.32% |
|
|
8/25/2028 |
|
|
$—
|
|
|
(300,869) |
|
|
—
|
|
|
0.00% |
|
|
K/N |
|
IT
Parent, LLC |
|
|
2
South Cascade Avenue, Suite 200, Colorado Springs, CO 80903 |
|
|
First
Lien Term Loan |
|
|
SOFR(A) |
|
|
1.00% |
|
|
6.35% |
|
|
10.60% |
|
|
10/1/2026 |
|
|
$745,755
|
|
|
734,441
|
|
|
745,755
|
|
|
0.04% |
|
|
N
|
|
IT
Parent, LLC |
|
|
2
South Cascade Avenue, Suite 200, Colorado Springs, CO 80903 |
|
|
First
Lien Term Loan |
|
|
SOFR(A) |
|
|
1.00% |
|
|
6.35% |
|
|
10.60% |
|
|
10/1/2026 |
|
|
$5,849,375
|
|
|
5,761,587
|
|
|
5,849,375
|
|
|
0.31% |
|
|
N
|
|
IT
Parent, LLC |
|
|
2
South Cascade Avenue, Suite 200, Colorado Springs, CO 80903 |
|
|
Sr
Secured Revolver |
|
|
SOFR(A) |
|
|
1.00% |
|
|
6.35% |
|
|
10.32% |
|
|
10/1/2026 |
|
|
$875,000
|
|
|
862,422
|
|
|
875,000
|
|
|
0.05% |
|
|
N
|
|
IT
Parent, LLC |
|
|
2
South Cascade Avenue, Suite 200, Colorado Springs, CO 80903 |
|
|
First
Lien Term Loan |
|
|
SOFR(A) |
|
|
1.00% |
|
|
6.35% |
|
|
10.67% |
|
|
10/1/2026 |
|
|
$3,098,802
|
|
|
3,068,390
|
|
|
3,098,802
|
|
|
0.16% |
|
|
N
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,592,330
|
|
|
23,305,773
|
|
|
1.22% |
|
|
|
|
Internet
and Catalog Retail
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Syndigo,
LLC |
|
|
141
W Jackson Blvd, Suite 1375, Chicago, IL 60604 |
|
|
Second
Lien Term Loan |
|
|
SOFR(Q) |
|
|
0.75% |
|
|
8.26% |
|
|
12.54% |
|
|
12/14/2028 |
|
|
$ 16,815,342
|
|
|
16,380,536
|
|
|
16,689,227
|
|
|
0.88% |
|
|
G/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt
Investments - Continued
|
|
Internet
Software and Services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquia,
Inc. |
|
|
53
State Street, 10th Floor, Boston, MA 02109 |
|
|
Sr
Secured Revolver |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
7.15% |
|
|
11.43% |
|
|
11/1/2026 |
|
|
$1,891,323
|
|
|
$1,889,024
|
|
|
$1,891,323
|
|
|
0.10% |
|
|
N
|
|
Acquia,
Inc. |
|
|
53
State Street, 10th Floor, Boston, MA 02109 |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
7.15% |
|
|
11.41% |
|
|
11/1/2026 |
|
|
$ 25,299,736
|
|
|
25,257,421
|
|
|
25,299,736
|
|
|
1.33% |
|
|
N
|
|
Astra
Acquisition Corp.
(Anthology) |
|
|
5201
Congress Ave, Boca Raton, FL 33487 |
|
|
Second
Lien Term Loan |
|
|
SOFR(Q) |
|
|
0.75% |
|
|
10.14% |
|
|
14.44% |
|
|
10/25/2029 |
|
|
$ 27,879,880
|
|
|
20,344,734
|
|
|
—
|
|
|
0.00% |
|
|
C/N
|
|
Bynder
Bidco, Inc. (Netherlands) |
|
|
Overtoom
16 1054 HJ, Amsterdam, Netherlands |
|
|
Sr
Secured Revolver A |
|
|
SOFR(S) |
|
|
1.00% |
|
|
6.00% |
|
|
10.14% |
|
|
1/26/2029 |
|
|
$—
|
|
|
(5,606) |
|
|
—
|
|
|
0.00% |
|
|
H/K/N
|
|
Bynder
Bidco, Inc. (Netherlands) |
|
|
Overtoom
16 1054 HJ, Amsterdam, Netherlands |
|
|
First
Lien Term Loan A |
|
|
SOFR(S) |
|
|
1.00% |
|
|
6.00% |
|
|
10.14% |
|
|
1/26/2029 |
|
|
$4,283,754
|
|
|
4,171,329
|
|
|
4,289,513
|
|
|
0.23% |
|
|
H/N
|
|
Bynder
Bidco B.V. (Netherlands) |
|
|
Overtoom
16 1054 HJ, Amsterdam, Netherlands |
|
|
Sr
Secured Revolver B |
|
|
SOFR(S) |
|
|
1.00% |
|
|
6.00% |
|
|
10.14% |
|
|
1/26/2029 |
|
|
$—
|
|
|
(20,348) |
|
|
—
|
|
|
0.00% |
|
|
H/K/N
|
|
Bynder
Bidco B.V. (Netherlands) |
|
|
Overtoom
16 1054 HJ, Amsterdam, Netherlands |
|
|
First
Lien Term Loan B |
|
|
SOFR(S) |
|
|
1.00% |
|
|
6.00% |
|
|
10.14% |
|
|
1/26/2029 |
|
|
$ 15,528,609
|
|
|
15,121,692
|
|
|
15,549,484
|
|
|
0.82% |
|
|
H/N
|
|
Domo,
Inc. |
|
|
802
East 1050 South, American Fork, UT 84003 |
|
|
First
Lien Delayed Draw Term Loan (7.0% Exit Fee) |
|
|
SOFR(Q) |
|
|
1.50% |
|
|
3.00% Cash + 5.00%
PIK |
|
|
12.32% |
|
|
8/19/2028 |
|
|
$ 61,461,590
|
|
|
61,461,590
|
|
|
61,461,590
|
|
|
3.24% |
|
|
L/N
|
|
Domo,
Inc. |
|
|
802
East 1050 South, American Fork, UT 84003 |
|
|
First
Lien PIK Term Loan |
|
|
Fixed |
|
|
0.00% |
|
|
9.50% PIK |
|
|
9.50% |
|
|
8/19/2028 |
|
|
$3,954,447
|
|
|
1,464,569
|
|
|
3,744,861
|
|
|
0.20% |
|
|
N
|
|
e-Discovery
Acquireco, LLC (Reveal) |
|
|
145
S. Wells Street, Suite 600, Chicago, IL 60606 |
|
|
Sr
Secured Revolver |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
5.75% |
|
|
10.08% |
|
|
8/29/2029 |
|
|
$249,357
|
|
|
239,851
|
|
|
249,357
|
|
|
0.01% |
|
|
N
|
|
e-Discovery
Acquireco, LLC (Reveal) |
|
|
145
S. Wells Street, Suite 600, Chicago, IL 60606 |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
5.75% |
|
|
10.08% |
|
|
8/29/2029 |
|
|
$5,500,000
|
|
|
5,278,428
|
|
|
5,596,861
|
|
|
0.29% |
|
|
N
|
|
Fishbowl,
Inc. |
|
|
2000
Duke Street, Suite 300, Alexandria, VA, 22314 |
|
|
First
Lien Term Loan (7.5% Exit Fee) |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
5.26% PIK |
|
|
9.56% |
|
|
5/27/2027 |
|
|
$ 13,015,243
|
|
|
13,224,044
|
|
|
7,744,069
|
|
|
0.41% |
|
|
C/F/L/N |
|
Gympass
US, LLC |
|
|
30
Irving Pl, New York, NY 10003 |
|
|
First
Lien Term Loan |
|
|
SOFR(M) |
|
|
1.00% |
|
|
3.25% Cash + 3.25%
PIK |
|
|
10.94% |
|
|
8/29/2029 |
|
|
$2,678,467
|
|
|
2,624,120
|
|
|
2,705,251
|
|
|
0.14% |
|
|
N
|
|
Gympass
US, LLC |
|
|
30
Irving Pl, New York, NY 10003 |
|
|
First
Lien Delayed Draw Term Loan |
|
|
SOFR(M) |
|
|
1.00% |
|
|
3.25% Cash + 3.25%
PIK |
|
|
10.94% |
|
|
8/29/2029 |
|
|
$4,920,713
|
|
|
4,939,023
|
|
|
4,969,920
|
|
|
0.26% |
|
|
N
|
|
Magenta
Buyer, LLC (McAfee) |
|
|
6000
Headquarters Drive, Suite 600, Plano, TX 75024 |
|
|
First
Lien First Out Term Loan |
|
|
SOFR(Q) |
|
|
0.75% |
|
|
7.01% |
|
|
11.29% |
|
|
7/27/2028 |
|
|
$2,318,424
|
|
|
2,041,177
|
|
|
1,948,125
|
|
|
0.10% |
|
|
N
|
|
Magenta
Buyer, LLC (McAfee) |
|
|
6000
Headquarters Drive, Suite 600, Plano, TX 75024 |
|
|
Second
Lien Second Out Term Loan |
|
|
SOFR(Q) |
|
|
0.75% |
|
|
7.26% |
|
|
11.54% |
|
|
7/27/2028 |
|
|
$5,578,386
|
|
|
4,563,797
|
|
|
2,641,366
|
|
|
0.14% |
|
|
N
|
|
Magenta
Buyer, LLC (McAfee) |
|
|
6000
Headquarters Drive, Suite 600, Plano, TX 75024 |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
0.75% |
|
|
6.25% |
|
|
10.53% |
|
|
7/27/2028 |
|
|
$873,530
|
|
|
864,461
|
|
|
885,541
|
|
|
0.05% |
|
|
N
|
|
Oranje
Holdco, Inc. (KnowBe4) |
|
|
33
N Garden Ave, Ste 1200, Clearwater, FL 33755 |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
7.75% |
|
|
12.03% |
|
|
2/1/2029 |
|
|
$ 13,175,394
|
|
|
12,967,099
|
|
|
13,305,184
|
|
|
0.70% |
|
|
N
|
|
Oranje
Holdco, Inc. (KnowBe4) |
|
|
33
N Garden Ave, Ste 1200, Clearwater, FL 33755 |
|
|
First
Lien Incremental Term Loan |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
7.25% |
|
|
11.53% |
|
|
2/1/2029 |
|
|
$ 10,178,938
|
|
|
9,975,359
|
|
|
10,208,533
|
|
|
0.54% |
|
|
N
|
|
Oranje
Holdco, Inc. (KnowBe4) |
|
|
33
N Garden Ave, Ste 1200, Clearwater, FL 33755 |
|
|
Sr
Secured Revolver |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
7.75% |
|
|
12.03% |
|
|
2/1/2029 |
|
|
$—
|
|
|
(18,543) |
|
|
—
|
|
|
0.00% |
|
|
K/N
|
|
Persado,
Inc. |
|
|
11
East 26th St., New York, NY 10010 |
|
|
First
Lien Delayed Draw Term Loan (6.575% Exit Fee) |
|
|
SOFR(M) |
|
|
1.80% |
|
|
7.50% |
|
|
11.82% |
|
|
6/10/2027 |
|
|
$6,035,121
|
|
|
5,958,545
|
|
|
5,848,032
|
|
|
0.31% |
|
|
L/N
|
|
Persado,
Inc. |
|
|
11
East 26th St., New York, NY 10010 |
|
|
First
Lien Term Loan (6.575% Exit Fee) |
|
|
SOFR(M) |
|
|
1.80% |
|
|
7.50% |
|
|
11.82% |
|
|
6/10/2027 |
|
|
$8,758,983
|
|
|
8,477,339
|
|
|
8,487,455
|
|
|
0.45% |
|
|
L/N
|
|
Pluralsight,
Inc. |
|
|
1500
Solana Blvd, Building
6
- Floor 4, Suite 6400, Westlake, TX 76262 |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
3.00% Cash + 1.50%
PIK |
|
|
8.83% |
|
|
8/22/2029 |
|
|
$5,797,988
|
|
|
5,556,726
|
|
|
5,797,988
|
|
|
0.31% |
|
|
N
|
|
Pluralsight,
Inc. |
|
|
1500
Solana Blvd, Building
6
- Floor 4, Suite 6400, Westlake, TX 76262 |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
7.50% PIK |
|
|
11.83% |
|
|
8/22/2029 |
|
|
$9,429,356
|
|
|
9,064,821
|
|
|
9,429,356
|
|
|
0.50% |
|
|
N
|
|
Pluralsight,
Inc. |
|
|
1500
Solana Blvd, Building
6
- Floor 4, Suite 6400, Westlake, TX 76262 |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
3.00% Cash + 1.50%
PIK |
|
|
8.83% |
|
|
8/22/2029 |
|
|
$3,055,448
|
|
|
3,055,448
|
|
|
3,055,448
|
|
|
0.16% |
|
|
N
|
|
Spartan
Bidco Pty Ltd (StarRez) (Australia) |
|
|
660
Spencer St, West Melbourne, Victoria 3003, Australia |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
0.75% |
|
|
6.65% |
|
|
10.93% |
|
|
1/24/2028 |
|
|
$9,686,006
|
|
|
9,540,471
|
|
|
9,649,367
|
|
|
0.51% |
|
|
H/N
|
|
Spartan
Bidco Pty Ltd (StarRez) (Australia) |
|
|
660
Spencer St, West Melbourne, Victoria 3003, Australia |
|
|
First
Lien Incremental Term Loan |
|
|
SOFR(Q) |
|
|
0.75% |
|
|
6.65% |
|
|
10.93% |
|
|
1/24/2028 |
|
|
$5,012,679
|
|
|
4,868,489
|
|
|
4,993,718
|
|
|
0.26% |
|
|
H/N
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt
Investments - Continued
|
|
Internet
Software and Services - Continued
|
|
Spartan
Bidco Pty Ltd (StarRez) (Australia) |
|
|
660
Spencer St, West Melbourne, Victoria 3003, Australia |
|
|
Sr
Secured Revolver |
|
|
SOFR(Q) |
|
|
0.75% |
|
|
6.65% |
|
|
10.93% |
|
|
1/24/2028 |
|
|
$—
|
|
|
$(12,327) |
|
|
$(3,037) |
|
|
0.00% |
|
|
H/K/N |
|
Suited
Connector, LLC |
|
|
8123
Interport Blvd, Englewood, CO 80112 |
|
|
Sr
Secured Revolver |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
6.20% Cash + 1.00%
PIK |
|
|
11.51% |
|
|
12/1/2027 |
|
|
$909,258
|
|
|
851,517
|
|
|
592,836
|
|
|
0.03% |
|
|
N
|
|
Suited
Connector, LLC |
|
|
8123
Interport Blvd, Englewood, CO 80112 |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
6.20% Cash + 1.00%
PIK |
|
|
11.51% |
|
|
12/1/2027 |
|
|
$5,889,558
|
|
|
5,526,969
|
|
|
3,839,992
|
|
|
0.20% |
|
|
N
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
239,271,219
|
|
|
214,181,869
|
|
|
11.29% |
|
|
|
|
IT
Services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Crewline
Buyer, Inc. (New Relic) |
|
|
188
Spear St., Suite 1000, San Francisco, CA 94105 |
|
|
Sr
Secured Revolver |
|
|
SOFR(M) |
|
|
1.00% |
|
|
6.75% |
|
|
11.08% |
|
|
11/8/2030 |
|
|
$—
|
|
|
(1,699) |
|
|
(2,126) |
|
|
0.00% |
|
|
K/N
|
|
Crewline
Buyer, Inc. (New Relic) |
|
|
188
Spear St., Suite 1000, San Francisco, CA 94105 |
|
|
First
Lien Term Loan |
|
|
SOFR(M) |
|
|
1.00% |
|
|
6.75% |
|
|
11.08% |
|
|
11/8/2030 |
|
|
$1,569,811
|
|
|
1,528,254
|
|
|
1,549,404
|
|
|
0.08% |
|
|
N
|
|
Intercept
Bidco, Inc. |
|
|
Two
Center Plaza, Suite 500, Boston, MA 02108 |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
6.00% |
|
|
10.32% |
|
|
6/3/2030 |
|
|
$1,805,556
|
|
|
1,759,722
|
|
|
1,776,667
|
|
|
0.09% |
|
|
N
|
|
Intercept
Bidco, Inc. |
|
|
Two
Center Plaza, Suite 500, Boston, MA 02108 |
|
|
First
Lien Delayed Draw Term Loan |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
6.00% |
|
|
10.32% |
|
|
6/3/2030 |
|
|
$—
|
|
|
—
|
|
|
(6,667) |
|
|
0.00% |
|
|
K/N
|
|
Intercept
Bidco, Inc. |
|
|
Two
Center Plaza, Suite 500, Boston, MA 02108 |
|
|
Sr
Secured Revolver |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
6.00% |
|
|
10.32% |
|
|
6/3/2030 |
|
|
$—
|
|
|
—
|
|
|
(4,444) |
|
|
0.00% |
|
|
K/N
|
|
Idera,
Inc. |
|
|
4001
W. Parmer Lane, Suite 125, Austin, TX 78727 |
|
|
Second
Lien Term Loan |
|
|
SOFR(Q) |
|
|
0.75% |
|
|
6.75% |
|
|
11.18% |
|
|
2/4/2029 |
|
|
$1,923,186
|
|
|
1,832,680
|
|
|
1,706,828
|
|
|
0.09% |
|
|
G
|
|
Madison
Logic Holdings, Inc. |
|
|
780
3rd Avenue, 20th Floor, New York, NY, 10017 |
|
|
Sr
Secured Revolver |
|
|
SOFR(M) |
|
|
1.00% |
|
|
4.73% Cash + 2.37%
PIK |
|
|
11.33% |
|
|
12/30/2027 |
|
|
$—
|
|
|
(12,646) |
|
|
(41,378) |
|
|
0.00% |
|
|
K/N
|
|
Madison
Logic Holdings, Inc. |
|
|
780
3rd Avenue, 20th Floor, New York, NY, 10017 |
|
|
First
Lien Term Loan |
|
|
SOFR(M) |
|
|
1.00% |
|
|
4.73% Cash + 2.37%
PIK |
|
|
11.33% |
|
|
12/29/2028 |
|
|
$ 19,808,107
|
|
|
19,197,358
|
|
|
18,718,661
|
|
|
0.99% |
|
|
N
|
|
Serrano
Parent, LLC (Sumo Logic) |
|
|
855
Main St., Suite 100, Redwood City, CA 94063 |
|
|
Sr
Secured Revolver |
|
|
SOFR(S) |
|
|
1.00% |
|
|
6.50% |
|
|
10.71% |
|
|
5/13/2030 |
|
|
$—
|
|
|
(2,499) |
|
|
(16,751) |
|
|
0.00% |
|
|
K/N
|
|
Serrano
Parent, LLC (Sumo Logic) |
|
|
855
Main St., Suite 100, Redwood City, CA 94063 |
|
|
First
Lien Term Loan |
|
|
SOFR(S) |
|
|
1.00% |
|
|
6.50% |
|
|
10.71% |
|
|
5/13/2030 |
|
|
$6,979,701
|
|
|
6,764,936
|
|
|
6,812,188
|
|
|
0.36% |
|
|
N
|
|
Xactly
Corporation |
|
|
221
Saratoga-Los Gatos Rd, Los Gatos, CA 95030 |
|
|
First
Lien Incremental Term Loan |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
6.35% |
|
|
10.68% |
|
|
7/31/2027 |
|
|
$ 14,671,682
|
|
|
14,671,682
|
|
|
14,671,682
|
|
|
0.77% |
|
|
N
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
45,737,788
|
|
|
45,164,064
|
|
|
2.38% |
|
|
|
|
Life
Sciences Tools & Services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alcami
Corporation |
|
|
2320
Scientific Park Dr, Wilmington, NC 28405 |
|
|
First
Lien Delayed Draw Term Loan |
|
|
SOFR(M) |
|
|
1.00% |
|
|
7.10% |
|
|
11.41% |
|
|
12/21/2028 |
|
|
$628,423
|
|
|
616,390
|
|
|
634,708
|
|
|
0.03% |
|
|
N
|
|
Alcami
Corporation |
|
|
2320
Scientific Park Dr, Wilmington, NC 28405 |
|
|
Sr
Secured Revolver |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
7.15% |
|
|
11.48% |
|
|
12/21/2028 |
|
|
$—
|
|
|
(17,968) |
|
|
—
|
|
|
0.00% |
|
|
K/N
|
|
Alcami
Corporation |
|
|
2320
Scientific Park Dr, Wilmington, NC 28405 |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
7.15% |
|
|
11.48% |
|
|
12/21/2028 |
|
|
$8,538,559
|
|
|
8,369,880
|
|
|
8,623,945
|
|
|
0.45% |
|
|
N
|
|
DNAnexus,
Inc |
|
|
1975
W El Camino, Suite 101, Mountain View, CA 94040 |
|
|
First
Lien Delayed Draw Term Loan |
|
|
SOFR(M) |
|
|
3.00% |
|
|
5.25% |
|
|
9.57% |
|
|
12/18/2029 |
|
|
$1,312,500
|
|
|
1,136,137
|
|
|
1,115,625
|
|
|
0.06% |
|
|
N
|
|
DNAnexus,
Inc |
|
|
1975
W El Camino, Suite 101, Mountain View, CA 94040 |
|
|
First
Lien Term Loan |
|
|
SOFR(M) |
|
|
3.00% |
|
|
5.25% |
|
|
9.57% |
|
|
12/20/2029 |
|
|
$6,562,500
|
|
|
6,502,410
|
|
|
6,496,875
|
|
|
0.34% |
|
|
N
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,606,849
|
|
|
16,871,153
|
|
|
0.88% |
|
|
|
|
Machinery
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sonny’s
Enterprises,
LLC |
|
|
5870
Hiatus Road, Tamarac, FL 33321 |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
5.65% |
|
|
9.95% |
|
|
8/5/2028 |
|
|
$ 19,456,167
|
|
|
19,150,715
|
|
|
18,444,447
|
|
|
0.97% |
|
|
N
|
|
Sonny’s
Enterprises,
LLC |
|
|
5870
Hiatus Road, Tamarac, FL 33321 |
|
|
First
Lien Delayed Draw Term Loan |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
5.65% |
|
|
9.96% |
|
|
8/5/2028 |
|
|
$202,130
|
|
|
200,285
|
|
|
191,619
|
|
|
0.01% |
|
|
N
|
|
Sonny’s
Enterprises,
LLC |
|
|
5870
Hiatus Road, Tamarac, FL 33321 |
|
|
Sr
Secured Revolver |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
5.65% |
|
|
9.95% |
|
|
8/5/2027 |
|
|
$89,879
|
|
|
89,880
|
|
|
80,663
|
|
|
0.00% |
|
|
N
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,440,880
|
|
|
18,716,729
|
|
|
0.98% |
|
|
|
|
Media
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Khoros,
LLC (Lithium) |
|
|
7300
Ranch Road 2222, Building 3, Suite 150, Austin, TX 78730 |
|
|
First
Lien Term Loan |
|
|
Fixed |
|
|
0.00% |
|
|
10.00% |
|
|
10.00% |
|
|
5/23/2030 |
|
|
$5,978,250
|
|
|
5,978,250
|
|
|
5,978,250
|
|
|
0.31% |
|
|
N
|
|
NEP
Group, Inc. et al |
|
|
2
Beta Drive, Pittsburg, PA 15238 |
|
|
Second
Lien Term Loan |
|
|
SOFR(Q) |
|
|
0.00% |
|
|
7.26% |
|
|
11.59% |
|
|
10/19/2026 |
|
|
$ 17,631,760
|
|
|
17,090,751
|
|
|
9,521,150
|
|
|
0.50% |
|
|
G/N
|
|
Streamland
Media Midco LLC |
|
|
3900
W Alameda Ave, 10th Floor, Burbank, CA 91505 |
|
|
Sr
Secured Revolver |
|
|
SOFR(Q) |
|
|
0.00% |
|
|
1.00% Cash + 5.50%
PIK |
|
|
10.07% |
|
|
3/31/2029 |
|
|
$16,818
|
|
|
16,818
|
|
|
16,818
|
|
|
0.00% |
|
|
N
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt
Investments - Continued
|
|
Media
- Continued
|
|
Streamland
Media Midco LLC |
|
|
3900
W Alameda Ave, 10th Floor, Burbank, CA 91505 |
|
|
First
Out Term Loan |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
1.00% Cash + 5.50%
PIK |
|
|
10.06% |
|
|
3/31/2029 |
|
|
$288,098
|
|
|
$288,098
|
|
|
$288,098
|
|
|
0.02% |
|
|
N
|
|
Streamland
Media Midco LLC |
|
|
3900
W Alameda Ave, 10th Floor, Burbank, CA 91505 |
|
|
Last
Out Term Loan |
|
|
SOFR(Q) |
|
|
0.00% |
|
|
1.00% Cash + 6.50%
PIK |
|
|
11.06% |
|
|
3/31/2029 |
|
|
$269,999
|
|
|
269,999
|
|
|
269,999
|
|
|
0.01% |
|
|
N
|
|
Streamland
Media Midco LLC |
|
|
3900
W Alameda Ave, 10th Floor, Burbank, CA 91505 |
|
|
First
Lien Rollup Term Loan |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
1.00% Cash + 5.50%
PIK |
|
|
10.06% |
|
|
3/31/2029 |
|
|
$10,033
|
|
|
10,033
|
|
|
10,033
|
|
|
0.00% |
|
|
N
|
|
Terraboost
Media Operating
Company,
LLC |
|
|
2232
Dell Range Blvd, Suite 202, Cheyenne, WY 82009 |
|
|
First
Lien Term Loan |
|
|
Fixed |
|
|
0.00% |
|
|
4.00% Cash + 6.00%
PIK |
|
|
10.00% |
|
|
8/23/2026 |
|
|
$ 13,585,251
|
|
|
13,346,941
|
|
|
13,340,716
|
|
|
0.70% |
|
|
N
|
|
TL
Voltron Purchaser, LLC (GES) |
|
|
7000
S Lindell Road, Suite 4702, Las Vegas, NV 89118 |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
5.25% |
|
|
9.58% |
|
|
12/31/2030 |
|
|
$ 12,082,143
|
|
|
11,859,392
|
|
|
11,792,171
|
|
|
0.62% |
|
|
N
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
48,860,282
|
|
|
41,217,235
|
|
|
2.16% |
|
|
|
|
Oil,
Gas and Consumable Fuels
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Iracore
International Holdings, Inc. |
|
|
3516
East 13th Avenue, Hibbing, MN 55746 |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
9.15% |
|
|
13.45% |
|
|
4/12/2026 |
|
|
$842,642
|
|
|
842,642
|
|
|
842,642
|
|
|
0.04% |
|
|
B/N
|
|
Palmdale
Oil Company, LLC |
|
|
7111
Fairway Drive, Suite #450, Palm Beach Gardens, FL 33418 |
|
|
First
Lien Term Loan |
|
|
SOFR(M) |
|
|
1.00% |
|
|
6.75% |
|
|
11.06% |
|
|
10/2/2029 |
|
|
$3,276,545
|
|
|
3,138,552
|
|
|
3,273,269
|
|
|
0.17% |
|
|
N
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,981,194
|
|
|
4,115,911
|
|
|
0.21% |
|
|
|
|
Paper
and Forest Products
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alpine
Acquisition Corp II (48Forty) |
|
|
3650
Mansell Rd, Suite 100, Alpharetta, GA 30022 |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
6.15% |
|
|
10.48% |
|
|
11/30/2029 |
|
|
$1,334,039
|
|
|
1,278,024
|
|
|
913,778
|
|
|
0.05% |
|
|
C/N
|
|
Alpine
Acquisition Corp II (48Forty) |
|
|
3650
Mansell Rd, Suite 100, Alpharetta, GA 30022 |
|
|
First
Lien Participation Tranche 1 Term Loan |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
6.15% |
|
|
10.48% |
|
|
11/30/2029 |
|
|
$ 15,163,075
|
|
|
14,866,462
|
|
|
10,386,268
|
|
|
0.55% |
|
|
C/N
|
|
Alpine
Acquisition Corp II (48Forty) |
|
|
3650
Mansell Rd, Suite 100, Alpharetta, GA 30022 |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
6.15% |
|
|
10.48% |
|
|
11/30/2029 |
|
|
$11,409,966
|
|
|
11,252,132
|
|
|
7,815,498
|
|
|
0.41% |
|
|
C/N
|
|
Alpine
Acquisition Corp II (48Forty) |
|
|
3650
Mansell Rd, Suite 100, Alpharetta, GA 30022 |
|
|
First
Lien Incremental Term Loan |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
6.15% |
|
|
10.48% |
|
|
11/30/2029 |
|
|
$4,285,044
|
|
|
4,117,752
|
|
|
2,935,131
|
|
|
0.15% |
|
|
C/N
|
|
Alpine
Acquisition Corp II (48Forty) |
|
|
3650
Mansell Rd, Suite 100, Alpharetta, GA 30022 |
|
|
Sr
Secured Revolver |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
6.10% |
|
|
10.43% |
|
|
11/30/2029 |
|
|
$678,014
|
|
|
655,496
|
|
|
410,513
|
|
|
0.02% |
|
|
C/N
|
|
FSK
Pallet Holding Corp.
(Kamps) |
|
|
2900
Peach Ridge Ave NW, Walker, MI, 49534 |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
1.25% |
|
|
6.65% |
|
|
10.86% |
|
|
12/23/2026 |
|
|
$ 13,133,737
|
|
|
12,866,137
|
|
|
13,119,741
|
|
|
0.69% |
|
|
N
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
45,036,003
|
|
|
35,580,929
|
|
|
1.87% |
|
|
|
|
Professional
Services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Applause
App Quality, Inc. |
|
|
100
Pennsylvania Ave, Suite 500, Framingham, MA 01701 |
|
|
Sr
Secured Revolver |
|
|
SOFR(Q) |
|
|
1.50% |
|
|
6.00% |
|
|
10.21% |
|
|
10/24/2029 |
|
|
$261,544
|
|
|
238,930
|
|
|
247,159
|
|
|
0.01% |
|
|
N
|
|
Applause
App Quality,
Inc.
|
|
|
100
Pennsylvania Ave, Suite 500, Framingham, MA 01701 |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
1.50% |
|
|
6.00% |
|
|
10.30% |
|
|
10/24/2029 |
|
|
$ 13,077,192
|
|
|
12,847,078
|
|
|
12,933,343
|
|
|
0.68% |
|
|
N
|
|
Chronicle
Parent LLC (Lexitas) |
|
|
4424
W Sam Houston Pkwy N Westway II, Suite 420, Houston, TX 77041 |
|
|
First
Lien Delayed Draw Term Loan |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
5.00% |
|
|
9.34% |
|
|
4/15/2031 |
|
|
$—
|
|
|
(20,845) |
|
|
(21,605) |
|
|
0.00% |
|
|
K/N |
|
Chronicle
Parent LLC (Lexitas) |
|
|
4424
W Sam Houston Pkwy N Westway II, Suite 420, Houston, TX 77041 |
|
|
Sr
Secured Revolver |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
5.00% |
|
|
9.34% |
|
|
4/15/2031 |
|
|
$—
|
|
|
(13,902) |
|
|
(7,202) |
|
|
0.00% |
|
|
K/N |
|
Chronicle
Parent LLC (Lexitas) |
|
|
4424
W Sam Houston Pkwy N Westway II, Suite 420, Houston, TX 77041 |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
5.00% |
|
|
9.26% |
|
|
4/15/2031 |
|
|
$ 13,683,128
|
|
|
13,550,697
|
|
|
13,614,712
|
|
|
0.72% |
|
|
N
|
|
Lighthouse
Parent Holdings,
Inc
(Aperture) |
|
|
2000
E Lamar Blvd, Suite 550, Arlington, TX 76006 |
|
|
First
Lien Delayed Draw Term Loan |
|
|
SOFR(Q) |
|
|
0.75% |
|
|
5.00% |
|
|
9.26% |
|
|
12/20/2031 |
|
|
$—
|
|
|
(33,637) |
|
|
(134,015) |
|
|
-0.01% |
|
|
K/N |
|
Lighthouse
Parent Holdings,
Inc
(Aperture) |
|
|
2000
E Lamar Blvd, Suite 550, Arlington, TX 76006 |
|
|
Sr
Secured Revolver |
|
|
SOFR(Q) |
|
|
0.75% |
|
|
5.00% |
|
|
9.26% |
|
|
12/20/2031 |
|
|
$—
|
|
|
(26,954) |
|
|
(53,606) |
|
|
0.00% |
|
|
K/N |
|
Lighthouse
Parent Holdings,
Inc
(Aperture) |
|
|
2000
E Lamar Blvd, Suite 550, Arlington, TX 76006 |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
0.75% |
|
|
5.00% |
|
|
9.26% |
|
|
12/20/2031 |
|
|
$12,011,837
|
|
|
11,876,626
|
|
|
11,735,565
|
|
|
0.62% |
|
|
N
|
|
Huckabee
Acquisition, LLC (MOREgroup) |
|
|
801
Cherry Street, Suite 500, Fort Worth, TX 76102 |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
5.25% |
|
|
9.57% |
|
|
1/16/2030 |
|
|
$1,465,323
|
|
|
1,408,689
|
|
|
1,465,323
|
|
|
0.08% |
|
|
N
|
|
Huckabee
Acquisition, LLC (MOREgroup) |
|
|
801
Cherry Street, Suite 500, Fort Worth, TX 76102 |
|
|
First
Lien Delayed Draw Term Loan |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
5.25% |
|
|
9.57% |
|
|
1/16/2030 |
|
|
$—
|
|
|
(2,643) |
|
|
—
|
|
|
0.00% |
|
|
K/N |
|
Huckabee
Acquisition, LLC (MOREgroup) |
|
|
801
Cherry Street, Suite 500, Fort Worth, TX 76102 |
|
|
Sr
Secured Revolver |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
5.25% |
|
|
9.57% |
|
|
1/16/2030 |
|
|
$—
|
|
|
(1,586) |
|
|
—
|
|
|
0.00% |
|
|
K/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt
Investments - Continued
|
|
Professional
Services - Continued
|
|
ICIMS,
Inc. |
|
|
101
Crawfords Corner Road, Suite 3-100, Holmdel, NJ 07733 |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
0.75% |
|
|
5.75% |
|
|
10.03% |
|
|
8/18/2028 |
|
|
$ 16,380,862
|
|
|
$15,971,222
|
|
|
$15,977,893
|
|
|
0.84% |
|
|
N
|
|
ICIMS,
Inc. |
|
|
101
Crawfords Corner Road, Suite 3-100, Holmdel, NJ 07733 |
|
|
First
Lien Incremental Term Loan |
|
|
SOFR(Q) |
|
|
0.75% |
|
|
6.25% |
|
|
10.53% |
|
|
8/18/2028 |
|
|
$4,449,002
|
|
|
4,400,524
|
|
|
4,399,173
|
|
|
0.23% |
|
|
N
|
|
ICIMS,
Inc. |
|
|
101
Crawfords Corner Road, Suite 3-100, Holmdel, NJ 07733 |
|
|
Sr
Secured Revolver |
|
|
SOFR(Q) |
|
|
0.75% |
|
|
5.75% |
|
|
10.03% |
|
|
8/18/2028 |
|
|
$217,524
|
|
|
207,419
|
|
|
181,850
|
|
|
0.01% |
|
|
N
|
|
JobandTalent
USA, Inc. (United Kingdom) |
|
|
199
Bishopgate, Spitalfields, London EC2M 3TY, United Kingdom |
|
|
First
Lien Incremental Term Loan (5.0% Exit Fee) |
|
|
SOFR(M) |
|
|
1.00% |
|
|
7.00% PIK |
|
|
11.33% |
|
|
8/17/2025 |
|
|
$5,111,117
|
|
|
5,096,033
|
|
|
4,968,517
|
|
|
0.26% |
|
|
H/L/N |
|
JobandTalent
USA, Inc. (United Kingdom) |
|
|
199
Bishopgate, Spitalfields, London EC2M 3TY, United Kingdom |
|
|
First
Lien Term Loan (5.0% Exit Fee) |
|
|
SOFR(M) |
|
|
1.00% |
|
|
7.00% PIK |
|
|
11.33% |
|
|
8/17/2025 |
|
|
$ 30,621,884
|
|
|
30,577,593
|
|
|
29,767,533
|
|
|
1.57% |
|
|
H/L/N |
|
JobandTalent
USA, Inc. (United Kingdom) |
|
|
199
Bishopgate, Spitalfields, London EC2M 3TY, United Kingdom |
|
|
First
Lien Delayed Draw Term Loan (5.0% Exit Fee) |
|
|
SOFR(M) |
|
|
1.00% |
|
|
7.00% PIK |
|
|
11.33% |
|
|
8/17/2025 |
|
|
$ 10,207,294
|
|
|
10,192,334
|
|
|
9,922,511
|
|
|
0.52% |
|
|
H/L/N |
|
JobandTalent
USA, Inc. (United Kingdom) |
|
|
199
Bishopgate, Spitalfields, London EC2M 3TY, United Kingdom |
|
|
First
Lien Delayed Draw Term Loan (5.0% Exit Fee) |
|
|
SOFR(M) |
|
|
1.00% |
|
|
7.00% PIK |
|
|
11.33% |
|
|
8/17/2025 |
|
|
$4,436,297
|
|
|
4,431,336
|
|
|
4,312,525
|
|
|
0.23% |
|
|
H/L/N |
|
JobandTalent
USA, Inc. (United Kingdom) |
|
|
199
Bishopgate, Spitalfields, London EC2M 3TY, United Kingdom |
|
|
First
Lien Delayed Draw Term Loan (5.0% Exit Fee) |
|
|
SOFR(M) |
|
|
1.00% |
|
|
7.00% PIK |
|
|
11.33% |
|
|
8/17/2025 |
|
|
$8,872,595
|
|
|
8,860,727
|
|
|
8,625,049
|
|
|
0.45% |
|
|
H/L/N |
|
TLE
Holdings, LLC |
|
|
210
Hillsboro Technology Drive, Deerfield Beach, FL 33441 |
|
|
First
Lien Delayed Draw Term Loan |
|
|
SOFR(M) |
|
|
1.00% |
|
|
5.60% |
|
|
9.93% |
|
|
6/28/2026 |
|
|
$952,690
|
|
|
930,104
|
|
|
955,072
|
|
|
0.05% |
|
|
N
|
|
TLE
Holdings, LLC |
|
|
210
Hillsboro Technology Drive, Deerfield Beach, FL 33441 |
|
|
First
Lien Term Loan |
|
|
SOFR(M) |
|
|
1.00% |
|
|
5.60% |
|
|
9.93% |
|
|
6/28/2026 |
|
|
$3,720,359
|
|
|
3,632,095
|
|
|
3,729,659
|
|
|
0.20% |
|
|
N
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
124,121,840
|
|
|
122,619,456
|
|
|
6.46% |
|
|
|
|
Real
Estate Management and Development
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Community
Merger Sub Debt LLC (CINC Systems) |
|
|
3055
Breckinridge Blvd, Suite 310, Duluth, GA 30096 |
|
|
First
Lien Term Loan |
|
|
SOFR(M) |
|
|
0.75% |
|
|
5.25% |
|
|
9.58% |
|
|
1/18/2030 |
|
|
$1,571,429
|
|
|
1,502,844
|
|
|
1,569,673
|
|
|
0.08% |
|
|
N
|
|
Community
Merger Sub Debt LLC (CINC Systems) |
|
|
3055
Breckinridge Blvd, Suite 310, Duluth, GA 30096 |
|
|
First
Lien 2025 Incremental Term Loan |
|
|
SOFR(M) |
|
|
0.75% |
|
|
5.25% |
|
|
9.58% |
|
|
1/18/2030 |
|
|
$599,435
|
|
|
594,189
|
|
|
598,765
|
|
|
0.03% |
|
|
N
|
|
Community
Merger Sub Debt LLC (CINC Systems) |
|
|
3055
Breckinridge Blvd, Suite 310, Duluth, GA 30096 |
|
|
Sr
Secured Revolver |
|
|
SOFR(M) |
|
|
0.75% |
|
|
5.25% |
|
|
9.58% |
|
|
1/18/2030 |
|
|
$—
|
|
|
(4,137) |
|
|
(479) |
|
|
0.00% |
|
|
K/N
|
|
Greystone
Affordable Housing Initiatives,
LLC |
|
|
152
W. 57th St, New York, NY 10019 |
|
|
First
Lien Delayed Draw Term Loan |
|
|
SOFR(S) |
|
|
1.25% |
|
|
6.43% |
|
|
10.69% |
|
|
3/2/2026 |
|
|
$6,533,333
|
|
|
6,464,091
|
|
|
6,500,667
|
|
|
0.34% |
|
|
I/N
|
|
Greystone
Select Company II, LLC (Passco) |
|
|
2050
Main Street, Suite 650, Irvine, CA 92614 |
|
|
First
Lien Term Loan |
|
|
SOFR(M) |
|
|
1.50% |
|
|
6.61% |
|
|
10.94% |
|
|
3/21/2027 |
|
|
$ 12,843,151
|
|
|
12,644,515
|
|
|
12,758,095
|
|
|
0.67% |
|
|
N
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21,201,502
|
|
|
21,426,721
|
|
|
1.12% |
|
|
|
|
Road
and Rail
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Motive
Technologies, Inc. (Keep Trucking) |
|
|
55
Hawthorne Street, Suite #500, San Francisco, CA 94105 |
|
|
First
Lien Incremental Term Loan 2 (1.0% Exit Fee) |
|
|
SOFR(M) |
|
|
1.00% |
|
|
7.36% |
|
|
11.69% |
|
|
4/8/2027 |
|
|
$10,119,063
|
|
|
10,074,697
|
|
|
10,038,110
|
|
|
0.53% |
|
|
L/N
|
|
Motive
Technologies, Inc. (Keep Trucking) |
|
|
55
Hawthorne Street, Suite #500, San Francisco, CA 94105 |
|
|
First
Lien Incremental Term Loan 1 (1.0% Exit Fee) |
|
|
SOFR(M) |
|
|
1.00% |
|
|
7.36% |
|
|
11.69% |
|
|
4/8/2027 |
|
|
$ 13,280,937
|
|
|
13,167,074
|
|
|
13,174,690
|
|
|
0.69% |
|
|
L/N
|
|
Motive
Technologies, Inc. (Keep Trucking) |
|
|
55
Hawthorne Street, Suite #500, San Francisco, CA 94105 |
|
|
First
Lien Term Loan (1.0% Exit Fee) |
|
|
SOFR(M) |
|
|
1.00% |
|
|
7.36% |
|
|
11.69% |
|
|
4/8/2027 |
|
|
$ 29,600,000
|
|
|
29,272,894
|
|
|
29,363,200
|
|
|
1.55% |
|
|
L/N
|
|
Motive
Technologies, Inc. (Keep Trucking) |
|
|
55
Hawthorne Street, Suite #500, San Francisco, CA 94105 |
|
|
First
Lien Incremental Term Loan 3 (1.0% Exit Fee) |
|
|
SOFR(M) |
|
|
1.00% |
|
|
7.36% |
|
|
11.69% |
|
|
4/8/2027 |
|
|
$2,000,000
|
|
|
1,952,412
|
|
|
1,984,000
|
|
|
0.10% |
|
|
L/N
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
54,467,077
|
|
|
54,560,000
|
|
|
2.87% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt
Investments - Continued
|
|
Semiconductors
and Semiconductor Equipment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Emerald
Technologies (U.S.) AcquisitionCo,
Inc. |
|
|
2243
Lundy Ave, San Jose, CA 95131 |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
6.40% |
|
|
10.73% |
|
|
12/29/2027 |
|
|
$6,923,001
|
|
|
$6,720,605
|
|
|
$4,846,100
|
|
|
0.26% |
|
|
G/N
|
|
Emerald
Technologies (U.S.) AcquisitionCo,
Inc. |
|
|
2243
Lundy Ave, San Jose, CA 95131 |
|
|
Sr
Secured Revolver |
|
|
Prime |
|
|
1.00% |
|
|
5.00% |
|
|
12.50% |
|
|
12/29/2026 |
|
|
$2,625,746
|
|
|
2,473,341
|
|
|
1,817,259
|
|
|
0.10% |
|
|
G/N
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,193,946
|
|
|
6,663,359
|
|
|
0.36% |
|
|
|
|
Software
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AlphaSense,
Inc. |
|
|
441
Ninth Avenue, New York, NY 10001 |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
2.00% |
|
|
6.25% |
|
|
10.55% |
|
|
6/27/2029 |
|
|
$ 23,208,319
|
|
|
23,015,317
|
|
|
23,012,437
|
|
|
1.21% |
|
|
N
|
|
AlphaSense,
Inc. |
|
|
441
Ninth Avenue, New York, NY 10001 |
|
|
First
Lien Delayed Draw Term Loan |
|
|
SOFR(Q) |
|
|
2.00% |
|
|
6.25% |
|
|
10.55% |
|
|
6/27/2029 |
|
|
$—
|
|
|
(46,417) |
|
|
(39,176) |
|
|
0.00% |
|
|
K/N
|
|
Aras
Corporation |
|
|
100
Brickstone Square, Andover, MA 01810 |
|
|
Sr
Secured Revolver |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
5.50% |
|
|
9.80% |
|
|
4/13/2029 |
|
|
$452,133
|
|
|
448,541
|
|
|
452,133
|
|
|
0.02% |
|
|
N
|
|
Aras
Corporation |
|
|
100
Brickstone Square, Andover, MA 01810 |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
5.50% |
|
|
9.80% |
|
|
4/13/2029 |
|
|
$ 17,816,279
|
|
|
17,517,745
|
|
|
17,834,095
|
|
|
0.94% |
|
|
N
|
|
Bluefin
Holding, LLC (Allvue) |
|
|
396
Alhambra Circle, 11th Floor, Coral Gables, FL 33134 |
|
|
Sr
Secured Revolver |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
6.25% |
|
|
10.57% |
|
|
9/12/2029 |
|
|
$—
|
|
|
(8,560) |
|
|
—
|
|
|
0.00% |
|
|
K/N
|
|
Bluefin
Holding, LLC (Allvue) |
|
|
396
Alhambra Circle, 11th Floor, Coral Gables, FL 33134 |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
6.25% |
|
|
10.57% |
|
|
9/12/2029 |
|
|
$11,307,053
|
|
|
10,962,975
|
|
|
11,420,124
|
|
|
0.60% |
|
|
N
|
|
Cart.Com,
Inc. |
|
|
1334
Brittmoore Rd., Suite 225, Houston, TX 77043 |
|
|
First
Lien Term Loan (2.5% Exit Fee) |
|
|
SOFR(M) |
|
|
1.50% |
|
|
7.75% |
|
|
12.08% |
|
|
5/30/2029 |
|
|
$ 26,250,000
|
|
|
25,987,500
|
|
|
25,987,500
|
|
|
1.37% |
|
|
L/N
|
|
Clever
Devices Ltd. |
|
|
300
Crossways Park Drive, Woodbury, NY 11797 |
|
|
Sr
Secured Revolver |
|
|
SOFR(M) |
|
|
1.00% |
|
|
6.00% |
|
|
10.33% |
|
|
6/12/2030 |
|
|
$98,039
|
|
|
79,657
|
|
|
97,304
|
|
|
0.01% |
|
|
N
|
|
Clever
Devices Ltd. |
|
|
300
Crossways Park Drive, Woodbury, NY 11797 |
|
|
First
Lien Term Loan |
|
|
SOFR(M) |
|
|
1.00% |
|
|
6.00% |
|
|
10.32% |
|
|
6/12/2030 |
|
|
$1,747,059
|
|
|
1,703,382
|
|
|
1,745,312
|
|
|
0.09% |
|
|
N
|
|
Deepl
Se (Germany) |
|
|
Maarweg
165 Cologne, North Rhine-Westphalia 50825, Germany |
|
|
First
Lien Delayed Draw Term Loan |
|
|
SOFR(Q) |
|
|
2.50% |
|
|
5.00% |
|
|
9.30% |
|
|
6/26/2030 |
|
|
$—
|
|
|
(10,305) |
|
|
(10,311) |
|
|
0.00% |
|
|
H/K/N |
|
Deepl
Se (Germany) |
|
|
Maarweg
165 Cologne, North Rhine-Westphalia 50825, Germany |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
2.50% |
|
|
5.00% |
|
|
9.30% |
|
|
6/26/2030 |
|
|
$2,356,713
|
|
|
2,322,850
|
|
|
2,322,847
|
|
|
0.12% |
|
|
H/N
|
|
Disco
Parent, Inc. (Duck Creek Technologies) |
|
|
100
Summer St, 8th Floor, Suite 801, Boston, MA 02110 |
|
|
Sr
Secured Revolver |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
7.00% |
|
|
11.33% |
|
|
3/30/2029 |
|
|
$—
|
|
|
(3,652) |
|
|
—
|
|
|
0.00% |
|
|
K/N
|
|
Disco
Parent, Inc. (Duck Creek Technologies) |
|
|
100
Summer St, 8th Floor, Suite 801, Boston, MA 02110 |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
7.00% |
|
|
11.33% |
|
|
3/30/2029 |
|
|
$7,217,706
|
|
|
7,008,054
|
|
|
7,217,706
|
|
|
0.38% |
|
|
N
|
|
Douglas
Holdings, Inc (Docupace) |
|
|
101
Crawfords Corner Road, Suite 1324, Holmdel, NJ 07733 |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
5.75% Cash + 0.38%
PIK |
|
|
10.42% |
|
|
8/27/2030 |
|
|
$ 15,259,318
|
|
|
15,057,488
|
|
|
15,045,688
|
|
|
0.79% |
|
|
N
|
|
Douglas
Holdings, Inc (Docupace) |
|
|
101
Crawfords Corner Road, Suite 1324, Holmdel, NJ 07733 |
|
|
First
Lien Delayed Draw Term Loan B |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
5.75% Cash + 0.38%
PIK |
|
|
10.42% |
|
|
8/27/2030 |
|
|
$398,069
|
|
|
373,818
|
|
|
351,628
|
|
|
0.02% |
|
|
N
|
|
Douglas
Holdings, Inc (Docupace) |
|
|
101
Crawfords Corner Road, Suite 1324, Holmdel, NJ 07733 |
|
|
First
Lien PIK Delayed Draw Term Loan |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
5.75% Cash + 0.38%
PIK |
|
|
10.42% |
|
|
8/27/2030 |
|
|
$719,248
|
|
|
719,248
|
|
|
692,869
|
|
|
0.04% |
|
|
N
|
|
Douglas
Holdings, Inc (Docupace) |
|
|
101
Crawfords Corner Road, Suite 1324, Holmdel, NJ 07733 |
|
|
Sr
Secured Revolver |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
5.75% |
|
|
10.42% |
|
|
8/27/2030 |
|
|
$—
|
|
|
(17,137) |
|
|
(18,577) |
|
|
0.00% |
|
|
K/N
|
|
Dragos,
Inc. |
|
|
1745
Dorsey Road, Hanover, MD 21076 |
|
|
First
Lien Delayed Draw Term Loan |
|
|
SOFR(S) |
|
|
1.00% |
|
|
5.25% |
|
|
9.42% |
|
|
6/30/2030 |
|
|
$—
|
|
|
(23,987) |
|
|
(24,000) |
|
|
0.00% |
|
|
K/N
|
|
Dragos,
Inc. |
|
|
1745
Dorsey Road, Hanover, MD 21076 |
|
|
First
Lien Term Loan |
|
|
SOFR(S) |
|
|
1.00% |
|
|
5.25% |
|
|
9.42% |
|
|
6/30/2030 |
|
|
$3,600,000
|
|
|
3,564,008
|
|
|
3,564,000
|
|
|
0.19% |
|
|
N
|
|
Elastic
Path Software, Inc.
(Canada) |
|
|
408-55
Water Street, Office #8412, Vancouver, BC V6B 1A1, Canada |
|
|
First
Lien Delayed Draw Term Loan |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
7.76% |
|
|
12.09% |
|
|
1/6/2026 |
|
|
$3,719,435
|
|
|
3,701,252
|
|
|
3,719,435
|
|
|
0.20% |
|
|
H/L/N
|
|
Elastic
Path Software, Inc.
(Canada) |
|
|
408-55
Water Street, Office #8412, Vancouver, BC V6B 1A1, Canada |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
7.76% |
|
|
12.02% |
|
|
1/6/2026 |
|
|
$7,326,537
|
|
|
7,289,151
|
|
|
7,326,537
|
|
|
0.39% |
|
|
H/L/N
|
|
FirstUp,
Inc |
|
|
123
Mission Street, 25th Floor, San Francisco, CA 94105 |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
6.75% |
|
|
11.05% |
|
|
7/13/2027 |
|
|
$418,269
|
|
|
414,697
|
|
|
415,759
|
|
|
0.02% |
|
|
N
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt
Investments - Continued
|
|
Software
- Continued
|
|
FirstUp,
Inc |
|
|
123
Mission Street, 25th Floor, San Francisco, CA 94105 |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
6.75% |
|
|
11.05% |
|
|
7/13/2027 |
|
|
$43,005
|
|
|
$42,638
|
|
|
$42,747
|
|
|
0.00% |
|
|
N
|
|
FirstUp,
Inc |
|
|
123
Mission Street, 25th Floor, San Francisco, CA 94105 |
|
|
Sr
Secured Revolver |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
6.75% |
|
|
11.05% |
|
|
7/13/2027 |
|
|
$—
|
|
|
(329) |
|
|
(232) |
|
|
0.00% |
|
|
K/N
|
|
Flexport
Capital, LLC |
|
|
760
Market Street, 8th Floor, San Francisco, CA 94102 |
|
|
First
Lien Delayed Draw Term Loan |
|
|
SOFR(Q) |
|
|
2.00% |
|
|
5.50% |
|
|
9.84% |
|
|
6/30/2029 |
|
|
$—
|
|
|
—
|
|
|
(43,333) |
|
|
0.00% |
|
|
K/N
|
|
Flexport
Capital, LLC |
|
|
760
Market Street, 8th Floor, San Francisco, CA 94102 |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
2.00% |
|
|
5.50% |
|
|
9.84% |
|
|
6/30/2029 |
|
|
$5,666,667
|
|
|
5,610,011
|
|
|
5,610,000
|
|
|
0.30% |
|
|
N
|
|
Fusion
Risk Management, Inc. |
|
|
2
North Riverside Plaza, Suite 1000, Chicago, IL 60606 |
|
|
Sr
Secured Revolver |
|
|
SOFR(M) |
|
|
1.00% |
|
|
6.00% |
|
|
10.32% |
|
|
5/22/2029 |
|
|
$128,571
|
|
|
119,320
|
|
|
123,429
|
|
|
0.01% |
|
|
N
|
|
Fusion
Risk Management, Inc. |
|
|
2
North Riverside Plaza, Suite 1000, Chicago, IL 60606 |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
6.00% |
|
|
10.33% |
|
|
5/22/2029 |
|
|
$5,670,157
|
|
|
5,452,782
|
|
|
5,624,795
|
|
|
0.30% |
|
|
N
|
|
G-3
Apollo Acquisition Corp (Appriss Retail) |
|
|
220
Progress, Suite 175, Irvine, CA 92618 |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
5.00% |
|
|
9.31% |
|
|
3/10/2031 |
|
|
$6,666,667
|
|
|
6,579,307
|
|
|
6,586,667
|
|
|
0.35% |
|
|
N
|
|
G-3
Apollo Acquisition Corp (Appriss Retail) |
|
|
220
Progress, Suite 175, Irvine, CA 92618 |
|
|
First
Lien Delayed Draw Term Loan |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
5.00% |
|
|
9.31% |
|
|
3/10/2031 |
|
|
$—
|
|
|
(20,388) |
|
|
(17,143) |
|
|
0.00% |
|
|
K/N
|
|
G-3
Apollo Acquisition Corp (Appriss Retail) |
|
|
220
Progress, Suite 175, Irvine, CA 92618 |
|
|
Sr
Secured Revolver |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
5.00% |
|
|
9.31% |
|
|
3/10/2031 |
|
|
$152,381
|
|
|
130,952
|
|
|
135,238
|
|
|
0.01% |
|
|
N
|
|
GTY
Technology Holdings Inc. |
|
|
1155
Perimeter Center West, Suite 500, Sandy Springs, GA 30338 |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
2.50% Cash + 4.125%
PIK |
|
|
10.92% |
|
|
7/9/2029 |
|
|
$2,470,421
|
|
|
2,356,424
|
|
|
2,435,482
|
|
|
0.13% |
|
|
N
|
|
GTY
Technology Holdings Inc. |
|
|
1155
Perimeter Center West, Suite 500, Sandy Springs, GA 30338 |
|
|
First
Lien Incremental Term Loan |
|
|
SOFR(Q) |
|
|
0.75% |
|
|
2.50% Cash + 4.125%
PIK |
|
|
10.92% |
|
|
7/9/2029 |
|
|
$3,024,815
|
|
|
2,982,611
|
|
|
2,982,035
|
|
|
0.16% |
|
|
N
|
|
GTY
Technology Holdings Inc. |
|
|
1155
Perimeter Center West, Suite 500, Sandy Springs, GA 30338 |
|
|
First
Lien Delayed Draw Term Loan |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
2.50% Cash + 4.125%
PIK |
|
|
10.92% |
|
|
7/9/2029 |
|
|
$1,910,735
|
|
|
1,826,116
|
|
|
1,883,712
|
|
|
0.10% |
|
|
N
|
|
GTY
Technology Holdings Inc. |
|
|
1155
Perimeter Center West, Suite 500, Sandy Springs, GA 30338 |
|
|
First
Lien Delayed Draw Term Loan |
|
|
SOFR(Q) |
|
|
0.75% |
|
|
2.50% Cash + 4.125%
PIK |
|
|
10.92% |
|
|
7/9/2029 |
|
|
$1,466,277
|
|
|
1,413,598
|
|
|
1,445,540
|
|
|
0.08% |
|
|
N
|
|
GTY
Technology Holdings Inc. |
|
|
1155
Perimeter Center West, Suite 500, Sandy Springs, GA 30338 |
|
|
Sr
Secured Revolver |
|
|
Prime |
|
|
1.00% |
|
|
5.00% |
|
|
12.50% |
|
|
7/9/2029 |
|
|
$616,705
|
|
|
591,316
|
|
|
594,899
|
|
|
0.03% |
|
|
N
|
|
Honey
Intermediate, Inc. (iLobby) (Canada) |
|
|
5255
Yonge Street, Suite 1500, North York, ON M2N 6P4, Canada |
|
|
First
Lien Term Loan |
|
|
SOFR(M) |
|
|
1.00% |
|
|
2.88% Cash + 3.38%
PIK |
|
|
10.58% |
|
|
9/26/2030 |
|
|
$ 18,103,884
|
|
|
17,864,475
|
|
|
17,832,326
|
|
|
0.94% |
|
|
H/N
|
|
Honey
Intermediate, Inc. (iLobby) (Canada) |
|
|
5255
Yonge Street, Suite 1500, North York, ON M2N 6P4, Canada |
|
|
Sr
Secured Revolver |
|
|
SOFR(M) |
|
|
1.00% |
|
|
2.88% Cash + 3.38%
PIK |
|
|
10.58% |
|
|
9/26/2030 |
|
|
$—
|
|
|
(30,909) |
|
|
(35,294) |
|
|
0.00% |
|
|
H/K/N |
|
Integrate.com,
Inc. |
|
|
2345
E Thomas Rd., Ste. 100 #955, Phoenix, AZ 85016 |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
4.65% Cash + 2.25%
PIK |
|
|
11.20% |
|
|
12/17/2027 |
|
|
$5,656,962
|
|
|
5,545,784
|
|
|
5,444,926
|
|
|
0.29% |
|
|
N
|
|
Integrate.com,
Inc. |
|
|
2345
E Thomas Rd., Ste. 100 #955, Phoenix, AZ 85016 |
|
|
First
Lien Delayed Draw Term Loan |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
4.65% Cash + 2.25%
PIK |
|
|
11.20% |
|
|
12/17/2027 |
|
|
$359,565
|
|
|
352,608
|
|
|
346,088
|
|
|
0.02% |
|
|
N
|
|
Integrate.com,
Inc. |
|
|
2345
E Thomas Rd., Ste. 100 #955, Phoenix, AZ 85016 |
|
|
First
Lien Incremental Term Loan |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
4.65% Cash + 2.25%
PIK |
|
|
11.22% |
|
|
12/17/2027 |
|
|
$300,813
|
|
|
287,411
|
|
|
289,538
|
|
|
0.02% |
|
|
N
|
|
Integrate.com,
Inc. |
|
|
2345
E Thomas Rd., Ste. 100 #955, Phoenix, AZ 85016 |
|
|
Sr
Secured Revolver |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
4.65% Cash + 2.25%
PIK |
|
|
11.22% |
|
|
12/17/2027 |
|
|
$465,802
|
|
|
460,900
|
|
|
447,818
|
|
|
0.02% |
|
|
N
|
|
JOBVITE,
Inc. (Employ, Inc.) |
|
|
1730
Blake Street, Suite #445, Denver, CO, 80202 |
|
|
First
Lien Last Out Term Loan |
|
|
SOFR(Q) |
|
|
0.75% |
|
|
7.50% |
|
|
11.80% |
|
|
8/5/2028 |
|
|
$8,017,052
|
|
|
7,727,971
|
|
|
7,895,254
|
|
|
0.42% |
|
|
N
|
|
Logicmonitor,
Inc |
|
|
98
San Jacinto Blvd, Suite 1300, Austin, TX 78701 |
|
|
Sr
Secured Revolver |
|
|
SOFR(Q) |
|
|
0.75% |
|
|
5.50% |
|
|
9.78% |
|
|
11/19/2031 |
|
|
$—
|
|
|
(579) |
|
|
(603) |
|
|
0.00% |
|
|
K/N
|
|
Logicmonitor,
Inc |
|
|
98
San Jacinto Blvd, Suite 1300, Austin, TX 78701 |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
0.75% |
|
|
5.50% |
|
|
9.78% |
|
|
11/19/2031 |
|
|
$405,983
|
|
|
401,489
|
|
|
401,160
|
|
|
0.02% |
|
|
N
|
|
Thunder
Purchaser, Inc. (Vector Solutions) |
|
|
4890
W Kennedy Blvd, Suite 300, Tampa, FL 33609 |
|
|
First
Lien Incremental Delayed Draw Term Loan |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
5.40% |
|
|
9.70% |
|
|
6/30/2028 |
|
|
$4,037,070
|
|
|
3,995,924
|
|
|
3,954,673
|
|
|
0.21% |
|
|
N
|
|
Thunder
Purchaser, Inc. (Vector Solutions) |
|
|
4890
W Kennedy Blvd, Suite 300, Tampa, FL 33609 |
|
|
First
Lien Incremental Term Loan |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
5.40% |
|
|
9.70% |
|
|
6/30/2028 |
|
|
$2,260,760
|
|
|
2,242,395
|
|
|
2,226,196
|
|
|
0.12% |
|
|
N
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt
Investments - Continued
|
|
Software
- Continued
|
|
Nvest,
Inc. (SigFig) |
|
|
2443
Fillmore Street, Suite 380-1512, San Francisco, CA 94115 |
|
|
First
Lien Term Loan |
|
|
SOFR(M) |
|
|
1.00% |
|
|
7.50% |
|
|
11.93% |
|
|
9/15/2026 |
|
|
$7,318,167
|
|
|
$7,267,699
|
|
|
$7,246,574
|
|
|
0.38% |
|
|
N
|
|
SEP
Eiger BidCo Ltd. (Beqom) (Switzerland) |
|
|
Place
Bel Air 8, 1260 Nyon, Switzerland |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
3.00% Cash + 3.50%
PIK |
|
|
10.80% |
|
|
5/9/2028 |
|
|
$ 25,974,061
|
|
|
25,614,973
|
|
|
25,896,520
|
|
|
1.36% |
|
|
H/N
|
|
SEP
Eiger BidCo Ltd. (Beqom) (Switzerland) |
|
|
Place
Bel Air 8, 1260 Nyon, Switzerland |
|
|
Sr
Secured Revolver |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
6.50% |
|
|
10.80% |
|
|
5/9/2028 |
|
|
$—
|
|
|
(17,356) |
|
|
(6,538) |
|
|
0.00% |
|
|
H/K/N
|
|
Trintech,
Inc. |
|
|
5600
Granite Parkway, Suite 10000, Plano, TX 75024 |
|
|
Sr
Secured Revolver |
|
|
SOFR(M) |
|
|
1.00% |
|
|
5.50% |
|
|
9.83% |
|
|
7/25/2029 |
|
|
$60,857
|
|
|
55,197
|
|
|
57,637
|
|
|
0.00% |
|
|
N
|
|
Trintech,
Inc. |
|
|
5600
Granite Parkway, Suite 10000, Plano, TX 75024 |
|
|
First
Lien Term Loan |
|
|
SOFR(M) |
|
|
1.00% |
|
|
5.50% |
|
|
9.83% |
|
|
7/25/2029 |
|
|
$2,727,465
|
|
|
2,610,445
|
|
|
2,686,231
|
|
|
0.14% |
|
|
N
|
|
Zendesk
Inc. |
|
|
181
Fremont St., San Francisco, CA 94105 |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
0.75% |
|
|
5.00% |
|
|
9.32% |
|
|
11/22/2028 |
|
|
$5,675,728
|
|
|
5,537,395
|
|
|
5,675,728
|
|
|
0.30% |
|
|
N
|
|
Zendesk
Inc. |
|
|
181
Fremont St., San Francisco, CA 94105 |
|
|
First
Lien Delayed Draw Term Loan |
|
|
SOFR(Q) |
|
|
0.75% |
|
|
5.00% |
|
|
9.32% |
|
|
11/22/2028 |
|
|
$436,068
|
|
|
441,912
|
|
|
436,069
|
|
|
0.02% |
|
|
N
|
|
Zendesk
Inc. |
|
|
181
Fremont St., San Francisco, CA 94105 |
|
|
Sr
Secured Revolver |
|
|
SOFR(Q) |
|
|
0.75% |
|
|
5.00% |
|
|
9.32% |
|
|
11/22/2028 |
|
|
$—
|
|
|
(572) |
|
|
—
|
|
|
0.00% |
|
|
K/N
|
|
Zilliant
Incorporated |
|
|
720
Brazos Street, Suite 600, Austin, TX 78701 |
|
|
First
Lien Term Loan (0.5% Exit Fee) |
|
|
SOFR(M) |
|
|
0.75% |
|
|
2.10% Cash + 5.00%
PIK |
|
|
11.43% |
|
|
12/21/2027 |
|
|
$3,504,768
|
|
|
3,391,648
|
|
|
3,361,072
|
|
|
0.18% |
|
|
L/N
|
|
Zilliant
Incorporated |
|
|
720
Brazos Street, Suite 600, Austin, TX 78701 |
|
|
First
Lien Delayed Draw Term Loan (0.5% Exit Fee) |
|
|
SOFR(M) |
|
|
0.75% |
|
|
2.10% Cash + 5.00%
PIK |
|
|
11.43% |
|
|
12/21/2027 |
|
|
$641,724
|
|
|
626,290
|
|
|
615,414
|
|
|
0.03% |
|
|
L/N
|
|
Zilliant
Incorporated |
|
|
720
Brazos Street, Suite 600, Austin, TX 78701 |
|
|
Sr
Secured Revolver (0.5% Exit Fee) |
|
|
SOFR(M) |
|
|
0.75% |
|
|
2.10% Cash + 5.00%
PIK |
|
|
11.43% |
|
|
12/21/2027 |
|
|
$—
|
|
|
(2,246) |
|
|
(12,148) |
|
|
0.00% |
|
|
K/L/N
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
231,512,837
|
|
|
233,275,787
|
|
|
12.33% |
|
|
|
|
Specialty
Retail
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Calceus
Acquisition, Inc. (Cole Haan) |
|
|
150
Ocean Road, Greenland, NH 03840 |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
2.00% |
|
|
6.50% |
|
|
10.80% |
|
|
8/15/2028 |
|
|
$ 24,462,736
|
|
|
23,913,337
|
|
|
24,560,586
|
|
|
1.29% |
|
|
G/N
|
|
Hanna
Andersson,
LLC |
|
|
608
NE 19th Avenue, Portland, OR 97232 |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
6.35% |
|
|
10.63% |
|
|
7/2/2026 |
|
|
$ 10,413,407
|
|
|
10,228,506
|
|
|
10,413,407
|
|
|
0.55% |
|
|
N
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34,141,843
|
|
|
34,973,993
|
|
|
1.84% |
|
|
|
|
Technology
Hardware, Storage & Peripherals
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SumUp
Holdings Luxembourg S.A.R.L. (Luxembourg) |
|
|
32-34
Great Marlborough St, London, W1F 7JB, United Kingdom |
|
|
First
Lien Delayed Draw Term Loan |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
6.50% |
|
|
10.83% |
|
|
4/25/2031 |
|
|
$ 34,673,627
|
|
|
34,375,175
|
|
|
35,020,364
|
|
|
1.84% |
|
|
H/N
|
|
Textiles,
Apparel and Luxury Goods
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James
Perse Enterprises,
Inc. |
|
|
7373
Flores Street, Downey CA 90242 |
|
|
First
Lien Term Loan |
|
|
SOFR(A) |
|
|
1.00% |
|
|
6.25% |
|
|
10.31% |
|
|
9/8/2027 |
|
|
$ 22,222,222
|
|
|
21,955,252
|
|
|
22,222,222
|
|
|
1.17% |
|
|
N
|
|
James
Perse Enterprises,
Inc. |
|
|
7373
Flores Street, Downey CA 90242 |
|
|
First
Lien Term Loan |
|
|
SOFR(A) |
|
|
1.00% |
|
|
6.25% |
|
|
10.31% |
|
|
9/8/2027 |
|
|
$3,195,681
|
|
|
3,116,406
|
|
|
3,195,681
|
|
|
0.17% |
|
|
N
|
|
James
Perse Enterprises,
Inc. |
|
|
7373
Flores Street, Downey CA 90242 |
|
|
Sr
Secured Revolver |
|
|
SOFR(A) |
|
|
1.00% |
|
|
6.25% |
|
|
10.20% |
|
|
9/8/2027 |
|
|
$1,184,530
|
|
|
1,203,067
|
|
|
1,184,530
|
|
|
0.06% |
|
|
N
|
|
PSEB,
LLC (Eddie
Bauer) |
|
|
2200
1st Ave South, Suite 400 & 500, Seattle, WA, 98134 |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
6.65% |
|
|
10.98% |
|
|
12/30/2026 |
|
|
$ 17,404,360
|
|
|
17,308,930
|
|
|
17,247,721
|
|
|
0.91% |
|
|
N
|
|
PSEB,
LLC (Eddie
Bauer) |
|
|
2200
1st Ave South, Suite 400 & 500, Seattle, WA, 98134 |
|
|
First
Lien Incremental Term Loan |
|
|
SOFR(Q) |
|
|
1.00% |
|
|
6.65% |
|
|
10.98% |
|
|
12/30/2026 |
|
|
$6,783,140
|
|
|
6,763,635
|
|
|
6,722,092
|
|
|
0.35% |
|
|
N
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50,347,290
|
|
|
50,572,246
|
|
|
2.66% |
|
|
|
|
Wireless
Telecommunication Services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OpenMarket,
Inc. (Infobip) (United Kingdom) |
|
|
35
- 38 New Bridge Street, London EC4V 6BW, United Kingdom |
|
|
First
Lien Term Loan |
|
|
SOFR(Q) |
|
|
0.75% |
|
|
5.75% |
|
|
10.05% |
|
|
6/11/2029 |
|
|
$ 14,438,813
|
|
|
14,181,669
|
|
|
14,223,018
|
|
|
0.75% |
|
|
H/N
|
|
Total
Debt Investments - 216.4% of Net Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,733,784,781
|
|
|
1,602,174,993
|
|
|
84.34% |
|
|
|
|
Automobiles
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AA
Acquisition Aggregator, LLC (AutoAlert) |
|
|
114
W. 11th Street, Suite 700, Kansas City, MO 64105 |
|
|
Common
Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$540,248
|
|
|
9,085,917
|
|
|
5,190,624
|
|
|
0.27% |
|
|
D/E/F/N |
|
Capital
Markets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pico
Quantitative Trading Holdings, LLC |
|
|
32
Old Slip, 16th Floor, New York, NY 10005 |
|
|
Warrants
to Purchase Membership Units |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2/7/2030 |
|
|
$7,191
|
|
|
673,788
|
|
|
1,307,905
|
|
|
0.07% |
|
|
D/E/N
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt
Investments - Continued
|
|
Chemicals
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AGY
Equity, LLC |
|
|
2556
Wagener Road, Aiken, SC 29801 |
|
|
Class A
Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$5,982,385
|
|
|
$485,322
|
|
|
$—
|
|
|
0.00% |
|
|
D/E/N
|
|
AGY
Equity, LLC |
|
|
2556
Wagener Road, Aiken, SC 29801 |
|
|
Class B
Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$4,187,669
|
|
|
—
|
|
|
—
|
|
|
0.00% |
|
|
D/E/N
|
|
AGY
Equity, LLC |
|
|
2556
Wagener Road, Aiken, SC 29801 |
|
|
Class C
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$3,290,312
|
|
|
—
|
|
|
—
|
|
|
0.00% |
|
|
D/E/N
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
485,322
|
|
|
—
|
|
|
0.00% |
|
|
|
|
Commercial
Services & Supplies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kellermeyer
Bergensons Services, LLC |
|
|
3605
Ocean Ranch Blvd, Suite 200, Oceanside, CA 92056 |
|
|
Preferred
Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$171,813
|
|
|
285,933
|
|
|
5,378
|
|
|
0.00% |
|
|
D/E/N
|
|
Kellermeyer
Bergensons Services, LLC |
|
|
3605
Ocean Ranch Blvd, Suite 200, Oceanside, CA 92056 |
|
|
Common
Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$171,813
|
|
|
—
|
|
|
—
|
|
|
0.00% |
|
|
D/E/N
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
285,933
|
|
|
5,378
|
|
|
0.00% |
|
|
|
|
Construction
& Engineering
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Homerenew
Buyer, Inc.
(Renovo) |
|
|
4519
Sigma Rd., Suite 100, Dallas, TX 75244 |
|
|
Class A
Preferred Units |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$6,165
|
|
|
2,203,054
|
|
|
1,305,582
|
|
|
0.07% |
|
|
D/E/N
|
|
Homerenew
Buyer, Inc.
(Renovo) |
|
|
4519
Sigma Rd., Suite 100, Dallas, TX 75244 |
|
|
Class B-1
Preferred Units |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$9,908
|
|
|
—
|
|
|
—
|
|
|
0.00% |
|
|
D/E/N
|
|
Homerenew
Buyer, Inc.
(Renovo) |
|
|
4519
Sigma Rd., Suite 100, Dallas, TX 75244 |
|
|
Class C-1
Common Units |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$15,501
|
|
|
—
|
|
|
—
|
|
|
0.00% |
|
|
D/E/N
|
|
Hylan
Global LLC |
|
|
101
Crawfords Corner Road, Building 2, Suite 2308, Holmdel, NJ 07733 |
|
|
Common
Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$738,447
|
|
|
738,447
|
|
|
—
|
|
|
0.00% |
|
|
B/D/E/N
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,941,501
|
|
|
1,305,582
|
|
|
0.07% |
|
|
|
|
Diversified
Consumer Services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Razor
US LP |
|
|
Ritterstrasse
16-18, 10969 Berlin, Germany |
|
|
Common
Units |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$263,206
|
|
|
—
|
|
|
—
|
|
|
0.00% |
|
|
D/E/N
|
|
Razor
US LP |
|
|
Ritterstrasse
16-18, 10969 Berlin, Germany |
|
|
Class A
Preferred Units |
|
|
Fixed |
|
|
|
|
|
|
|
|
3.00% |
|
|
|
|
|
$26,320,670 |
|
|
22,711,306
|
|
|
—
|
|
|
0.00% |
|
|
D/E/N
|
|
Razor
Group GmbH (Germany) |
|
|
Ritterstrasse
16-18, 10969 Berlin, Germany |
|
|
Warrants
to Purchase Preferred Series A1 Shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4/28/2028 |
|
|
$698
|
|
|
13,654
|
|
|
—
|
|
|
0.00% |
|
|
D/E/H/N |
|
Razor
Group GmbH (Germany) |
|
|
Ritterstrasse
16-18, 10969 Berlin, Germany |
|
|
Warrants
to Purchase Series C Shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/23/2029 |
|
|
$213
|
|
|
20,680
|
|
|
—
|
|
|
0.00% |
|
|
D/E/H/N |
|
SellerX
Germany GMBH & Co. KG (Germany) |
|
|
Chausseestraße
19, 10115 Berlin, Germany |
|
|
Common
Shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$706,179
|
|
|
8,197
|
|
|
—
|
|
|
0.00% |
|
|
D/E/H/N |
|
SellerX
Germany GMBH & Co. KG (Germany) |
|
|
Chausseestraße
19, 10115 Berlin, Germany |
|
|
Preferred
Units |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$48,576,519 |
|
|
15,107,298
|
|
|
15,108,710
|
|
|
0.80% |
|
|
D/E/H/N |
|
TVG-Edmentum
Holdings, LLC |
|
|
5600
W 83rd St, Suite 300, 8200 Tower, Bloomington, MN 55437 |
|
|
Series B-1
Common Units |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$17,858,122 |
|
|
24,166,714
|
|
|
13,900,952
|
|
|
0.73% |
|
|
B/D/E/N
|
|
TVG-Edmentum
Holdings, LLC |
|
|
5600
W 83rd St, Suite 300, 8200 Tower, Bloomington, MN 55437 |
|
|
Series B-2
Common Units |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$17,858,122 |
|
|
13,421,162
|
|
|
13,900,952
|
|
|
0.73% |
|
|
B/D/E/N
|
|
TVG-Edmentum
Holdings, LLC |
|
|
5600
W 83rd St, Suite 300, 8200 Tower, Bloomington, MN 55437 |
|
|
Series C-2
Preferred Units |
|
|
Fixed |
|
|
|
|
|
|
|
|
15.00% |
|
|
|
|
|
$2,542
|
|
|
5,906,656
|
|
|
8,198,047
|
|
|
0.43% |
|
|
B/E/N
|
|
Thras.io,
LLC |
|
|
85
West Street, Suite 4, Walpole, MA 02081 |
|
|
Common
Units |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$291,605
|
|
|
—
|
|
|
—
|
|
|
0.00% |
|
|
D/E/N
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
81,355,667
|
|
|
51,108,661
|
|
|
2.69% |
|
|
|
|
Diversified
Financial Services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36th
Street Capital Partners Holdings,
LLC |
|
|
161
Headquarters Plaza East Tower, 5th Floor, Morristown, NJ 07960 |
|
|
Membership
Units |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$28,277,397 |
|
|
32,955,166
|
|
|
51,054,000
|
|
|
2.69% |
|
|
E/F/N
|
|
Conventional
Lending TCP Holdings, LLC |
|
|
2951
28th Street, Suite 1000, Santa Monica, CA 90405 |
|
|
Membership
Units |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$17,885,591 |
|
|
17,760,790
|
|
|
14,952,354
|
|
|
0.79% |
|
|
E/F/I/N
|
|
Gordon
Brothers Finance
Company |
|
|
101
Huntington Ave, Suite 1100, Boston, MA 02199 |
|
|
Common
Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$10,612
|
|
|
—
|
|
|
—
|
|
|
0.00% |
|
|
D/F/N
|
|
Gordon
Brothers Finance
Company |
|
|
101
Huntington Ave, Suite 1100, Boston, MA 02199 |
|
|
Preferred
Stock |
|
|
Fixed |
|
|
|
|
|
|
|
|
13.50% |
|
|
|
|
|
$34,285
|
|
|
—
|
|
|
—
|
|
|
0.00% |
|
|
D/F/N
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt
Investments - Continued
|
|
Diversified
Financial Services - Continued
|
|
Worldremit
Group Limited (United Kingdom) |
|
|
62
Buckingham Gate, London, SW1E 6AJ, United Kingdom |
|
|
Series X
Shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$3,721
|
|
|
$373,524
|
|
|
$415,173
|
|
|
0.02% |
|
|
D/E/H/N
|
|
Worldremit
Group Limited (United Kingdom) |
|
|
62
Buckingham Gate, London, SW1E 6AJ, United Kingdom |
|
|
Warrants
to Purchase Series D Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2/11/2031 |
|
|
$42,482
|
|
|
28,022
|
|
|
35,876
|
|
|
0.00% |
|
|
D/E/H/N
|
|
Worldremit
Group Limited (United Kingdom) |
|
|
62
Buckingham Gate, London, SW1E 6AJ, United Kingdom |
|
|
Warrants
to Purchase Series E Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8/17/2031 |
|
|
$508
|
|
|
61
|
|
|
16
|
|
|
0.00% |
|
|
D/E/H/N
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
51,117,563
|
|
|
66,457,419
|
|
|
3.50% |
|
|
|
|
Electric
Utilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conergy
Asia Holdings
Limited
(United Kingdom) |
|
|
3
Anson Road #07-01, Springleaf Tower, Singapore 079909 |
|
|
Class B
Shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$1,000,000
|
|
|
1,000,000
|
|
|
—
|
|
|
0.00% |
|
|
D/E/F/H/N |
|
Conergy
Asia Holdings
Limited
(United Kingdom) |
|
|
3
Anson Road #07-01, Springleaf Tower, Singapore 079909 |
|
|
Ordinary
Shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$5,318,860
|
|
|
7,833,333
|
|
|
—
|
|
|
0.00% |
|
|
D/E/F/H/N |
|
Kawa
Solar Holdings Limited (Conergy) (Cayman Islands) |
|
|
3
Anson Road #07-01, Springleaf Tower, Singapore 079909 |
|
|
Ordinary
Shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$2,332,594
|
|
|
—
|
|
|
—
|
|
|
0.00% |
|
|
D/E/F/H/N |
|
Kawa
Solar Holdings Limited (Conergy) (Cayman Islands) |
|
|
3
Anson Road #07-01, Springleaf Tower, Singapore 079909 |
|
|
Series B
Preferred Shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$93,023
|
|
|
1,395,349
|
|
|
—
|
|
|
0.00% |
|
|
D/E/F/H/N |
|
Utilidata,
Inc. |
|
|
225
Dyer Street, CIC - 2nd Floor, Providence, RI 02903 |
|
|
Common
Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$29,593
|
|
|
216,336
|
|
|
13,440
|
|
|
0.00% |
|
|
D/E/N
|
|
Utilidata,
Inc. |
|
|
225
Dyer Street, CIC - 2nd Floor, Providence, RI 02903 |
|
|
Series A-2
Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$257,369
|
|
|
153,398
|
|
|
138,152
|
|
|
0.01% |
|
|
D/E/N
|
|
Utilidata,
Inc. |
|
|
225
Dyer Street, CIC - 2nd Floor, Providence, RI 02903 |
|
|
Series A-1
Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$500,000
|
|
|
500,000
|
|
|
230,665
|
|
|
0.01% |
|
|
D/E/N
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,098,416
|
|
|
382,257
|
|
|
0.02% |
|
|
|
|
Energy
Equipment and Services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GlassPoint,
Inc. |
|
|
165
Broadway, 23rd Floor, New York, NY 10006 |
|
|
Warrants
to Purchase Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9/12/2029 |
|
|
$2,088,152
|
|
|
275,200
|
|
|
2,175,938
|
|
|
0.11% |
|
|
D/E/N
|
|
Healthcare
Providers and Services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INH
Buyer, Inc. (IMA Health) |
|
|
6675
Westwood Blvd, Suite 475, Orlando, FL 32821 |
|
|
A1
Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$3,977,966
|
|
|
—
|
|
|
—
|
|
|
0.00% |
|
|
D/E/N
|
|
INH
Buyer, Inc. (IMA Health) |
|
|
6675
Westwood Blvd, Suite 475, Orlando, FL 32821 |
|
|
Preferred
Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$4
|
|
|
—
|
|
|
—
|
|
|
0.00% |
|
|
D/E/N
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
Household
Durables
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stitch
Holdings, L.P. |
|
|
1714
Heil Quaker Boulevard, Suite 130, La Vergne, TN 37086 |
|
|
Limited
Partnership/Limited Liability Company Interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$5,910
|
|
|
—
|
|
|
—
|
|
|
0.00% |
|
|
D/E/N
|
|
Internet
Software and Services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Domo,
Inc. |
|
|
802
East 1050 South, American Fork, UT 84003 |
|
|
Common
Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$49,792
|
|
|
1,543,054
|
|
|
695,594
|
|
|
0.04% |
|
|
D
|
|
Domo,
Inc. |
|
|
802
East 1050 South, American Fork, UT 84003 |
|
|
Warrants
to Purchase Class B Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2/17/2028 |
|
|
$94,136
|
|
|
—
|
|
|
1,143,862
|
|
|
0.06% |
|
|
D/N
|
|
Domo,
Inc. |
|
|
802
East 1050 South, American Fork, UT 84003 |
|
|
Warrants
to Purchase Class B Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2/17/2028 |
|
|
$482,404
|
|
|
—
|
|
|
5,861,771
|
|
|
0.31% |
|
|
D/N
|
|
Fishbowl,
Inc. |
|
|
2000
Duke Street, Suite 300, Alexandria, VA, 22314 |
|
|
Common
Membership Units |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$604,479
|
|
|
787,032
|
|
|
—
|
|
|
0.00% |
|
|
D/E/F/N
|
|
Foursquare
Labs, Inc. |
|
|
50
West 23rd Street, 8th Floor, New York, NY 10010 |
|
|
Warrants
to Purchase Series E Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5/4/2027 |
|
|
$2,187,500
|
|
|
508,805
|
|
|
123,301
|
|
|
0.01% |
|
|
D/E/N
|
|
Igloo
Parent Holdings LLC (InMoment) |
|
|
10619
S. Jordan Gateway, Suite 350, South Jordan, UT 84095 |
|
|
Common
Units |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$97
|
|
|
7,661,666
|
|
|
7,699,406
|
|
|
0.41% |
|
|
D/E/I/N
|
|
InMobi,
Inc.
(Singapore) |
|
|
18
Cross Street, #02-101, Unit S2001, Singapore 048423 |
|
|
Warrants
to Purchase Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8/15/2027 |
|
|
$1,327,869
|
|
|
212,360
|
|
|
2,924,135
|
|
|
0.15% |
|
|
D/E/H/N
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt
Investments - Continued
|
|
Internet
Software and Services - Continued
|
|
InMobi,
Inc.
(Singapore) |
|
|
18
Cross Street, #02-101, Unit S2001, Singapore 048423 |
|
|
Warrants
to Purchase Series E Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9/18/2025 |
|
|
$1,049,996
|
|
|
$276,492
|
|
|
$2,343,045
|
|
|
0.12% |
|
|
D/E/H/N
|
|
InMobi,
Inc.
(Singapore) |
|
|
18
Cross Street, #02-101, Unit S2001, Singapore 048423 |
|
|
Warrants
to Purchase Series E Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10/3/2028 |
|
|
$1,511,002
|
|
|
93,407
|
|
|
2,199,562
|
|
|
0.12% |
|
|
D/E/H/N
|
|
Pluralsight,
Inc. |
|
|
1500
Solana Blvd, Building
6
- Floor 4, Suite 6400, Westlake, TX 76262 |
|
|
Common
Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$2,865,672
|
|
|
7,995,225
|
|
|
515,821
|
|
|
0.03% |
|
|
D/E/N
|
|
ResearchGate
Corporation (Germany) |
|
|
Chausseestraße
20, 10115 Berlin, Germany |
|
|
Warrants
to Purchase Series D Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10/30/2029 |
|
|
$333,370
|
|
|
202,001
|
|
|
30,003
|
|
|
0.00% |
|
|
D/E/H/N/O |
|
SuCo
Investors, LP (Suited Connector) |
|
|
8123
Interport Blvd, Englewood, CO 80112 |
|
|
Warrants
to Purchase Class A Units |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3/6/2033 |
|
|
$44,928
|
|
|
—
|
|
|
—
|
|
|
0.00% |
|
|
D/E/N
|
|
SnapLogic,
Inc. |
|
|
1825
S. Grant St, 5th Floor, San Mateo, CA 94402 |
|
|
Warrants
to Purchase Series Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3/19/2028 |
|
|
$1,860,000
|
|
|
377,722
|
|
|
5,614,076
|
|
|
0.30% |
|
|
D/E/N
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,657,764
|
|
|
29,150,576
|
|
|
1.55% |
|
|
|
|
IT
Services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fidelis
(SVC), LLC |
|
|
4500
East West Highway, Suite 400, Bethesda, MD 20814 |
|
|
Preferred
Unit-C |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$657,932
|
|
|
2,001,384
|
|
|
—
|
|
|
0.00% |
|
|
D/E/N
|
|
Media
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Khoros,
LLC (Lithium) |
|
|
7300
Ranch Road 2222, Building 3, Suite 150, Austin, TX 78730 |
|
|
Preferred
Units |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$63,768
|
|
|
1,302,031
|
|
|
1,279,996
|
|
|
0.07% |
|
|
D/E/N
|
|
MBS
Parent, LLC |
|
|
101
Empty Saddle Trail, Hailey, ID 83333 |
|
|
Limited
Partnership/Limited Liability Company Interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$546
|
|
|
21,204
|
|
|
233,966
|
|
|
0.01% |
|
|
D/E/N
|
|
Quora,
Inc. |
|
|
650
Castro Street, Suite 450, Mountain View, CA 94041 |
|
|
Warrants
to Purchase Series D Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4/11/2029 |
|
|
$507,704
|
|
|
65,245
|
|
|
54,093
|
|
|
0.00% |
|
|
D/E/N
|
|
Streamland
Media Holdings LLC |
|
|
3900
W Alameda Ave, 10th Floor, Burbank, CA 91505 |
|
|
Common
Units |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$2,636
|
|
|
134,515
|
|
|
126,917
|
|
|
0.01% |
|
|
D/E/N
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,522,995
|
|
|
1,694,972
|
|
|
0.09% |
|
|
|
|
Oil,
Gas and Consumable Fuels
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Iracore
Investments Holdings, Inc. |
|
|
3516
East 13th Avenue, Hibbing, MN 55746 |
|
|
Class A
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$16,207
|
|
|
4,177,710
|
|
|
509,594
|
|
|
0.03% |
|
|
B/D/E/N
|
|
Paper
and Forest Products
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
48forty
Intermediate Holdings, Inc. |
|
|
3650
Mansell Rd, Suite 100, Alpharetta, GA 30022 |
|
|
Common
Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$4,335
|
|
|
—
|
|
|
—
|
|
|
0.00% |
|
|
D/E/N
|
|
Pharmaceuticals
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inotiv,
Inc. |
|
|
2701
Kent Ave., West Lafayette, IN 47906 |
|
|
Common
Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$14,578
|
|
|
—
|
|
|
26,532
|
|
|
0.00% |
|
|
D/E
|
|
Professional
Services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Anacomp,
Inc. |
|
|
14110
Sullyfield Circle, Suite E, Chantilly, VA 20151 |
|
|
Class A
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$1,255,527
|
|
|
26,711,048
|
|
|
1,155,295
|
|
|
0.06% |
|
|
D/E/F/N
|
|
JobandTalent
USA, Inc. (United Kingdom) |
|
|
199
Bishopgate, Spitalfields, London EC2M 3TY, United Kingdom |
|
|
F1
Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$255,112
|
|
|
3,207,662
|
|
|
13,485,570
|
|
|
0.71% |
|
|
D/E/H/N
|
|
JobandTalent
USA, Inc. (United Kingdom) |
|
|
199
Bishopgate, Spitalfields, London EC2M 3TY, United Kingdom |
|
|
F3
Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$17,007
|
|
|
—
|
|
|
780,979
|
|
|
0.04% |
|
|
D/E/H/N
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29,918,710
|
|
|
15,421,844
|
|
|
0.81% |
|
|
|
|
Road
and Rail
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Motive
Technologies, Inc (Keep Trucking) |
|
|
55
Hawthorne Street, Suite #500, San Francisco, CA 94105 |
|
|
Warrants
to Purchase Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$825,000
|
|
|
825,000
|
|
|
751,336
|
|
|
0.04% |
|
|
D/E/N
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt
Investments - Continued
|
|
Software
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Grey
Orange International Inc. |
|
|
3975
Lakefield Court, Suite 110, Suwanee, GA 30024 |
|
|
Warrants
to Purchase Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5/6/2032 |
|
|
$10,538
|
|
|
$546
|
|
|
$2,108
|
|
|
0.00% |
|
|
D/E/N |
|
Tradeshift,
Inc. |
|
|
447
Sutter Street, Suite 405 #327, San Francisco, CA 94108 |
|
|
Warrants
to Purchase Series D Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3/6/2027 |
|
|
$1,712,930 |
|
|
577,843
|
|
|
—
|
|
|
0.00% |
|
|
D/E/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
578,389
|
|
|
2,108
|
|
|
0.00% |
|
|
|
|
Trading
Companies & Distributors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Blackbird
Holdco, Inc. (Ohio Transmission Corp.) |
|
|
3948
Townsfair Way, Suite 200, Columbus, OH 43219 |
|
|
Preferred
Stock |
|
|
Fixed |
|
|
|
|
|
|
|
|
12.50% |
|
|
|
|
|
$9,586
|
|
|
14,645,230
|
|
|
14,669,124
|
|
|
0.77% |
|
|
E/N
|
|
Total
Equity Securities - 25.7% of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
230,646,489
|
|
|
190,159,850
|
|
|
10.01% |
|
|
|
|
Total
Investments - 242.1% of
Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 1,964,431,270
|
|
|
$ 1,792,334,843
|
|
|
94.35% |
|
|
|
|
Cash
and Cash Equivalents - 14.5%
of
Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$107,317,578
|
|
|
5.65% |
|
|
|
|
Total
Cash and Investments - 256.5%
of
Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 1,899,652,421
|
|
|
100.00% |
|
|
M |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes
to Consolidated Schedule of Investments:
|
(A)
|
Debt investments include investments in bank
debt that generally are bought and sold among institutional investors in transactions not subject to registration under the Securities
Act of 1933 (the “Securities Act”). Such transactions are generally subject to contractual restrictions, such as approval
of the agent or borrower. |
|
(B)
|
Non-controlled affiliate – as defined
under the Investment Company Act of 1940 (the “1940 Act”) (ownership of between 5% and 25% of the outstanding voting securities
of this issuer). See Consolidated Schedule of Changes in Investments in Affiliates. |
|
(C)
|
Non-accruing debt investment. |
|
(D)
|
Other non-income producing investment. |
|
(E)
|
Restricted security. (See Note 2). |
|
(F)
|
Controlled issuer – as defined under
the 1940 Act (ownership of 25% or more of the outstanding voting securities of this issuer). Investment is not more than 50% of the outstanding
voting securities of the issuer nor deemed to be a significant subsidiary. See Consolidated Schedule of Changes in Investments in Affiliates.
|
|
(G)
|
Investment has been segregated to collateralize
certain unfunded commitments. |
|
(H)
|
Non-U.S. company or principal place of business
outside the U.S. and as a result the investment is not a qualifying asset under Section 55(a) of the 1940 Act. Under the 1940 Act,
the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least
70% of the Company’s total assets. |
|
(I)
|
Deemed an investment company under Section 3(c)
of the 1940 Act and as a result the investment is not a qualifying asset under Section 55(a) of the 1940 Act. Under the 1940 Act,
the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least
70% of the Company’s total assets. |
|
(J)
|
Publicly traded company with a market capitalization
greater than $250 million and as a result the investment is not a qualifying asset under Section 55(a) of the 1940 Act. Under
the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent
at least 70% of the Company’s total assets. |
|
(K)
|
Negative balances relate to an unfunded commitment
that was acquired and/or valued at a discount. |
|
(L)
|
In addition to the stated coupon, investment
has an exit fee payable upon repayment of the loan in an amount equal to the percentage of the original principal amount shown. |
TABLE OF CONTENTS
|
(M)
|
All cash and investments, except those referenced
in Note G above, are pledged as collateral under certain debt as described in Note 4 to the Consolidated Financial Statements.
|
|
(N)
|
Inputs in the valuation of this investment
included certain unobservable inputs that were significant to the valuation as a whole. |
|
(O)
|
Investment denominated in foreign currency.
Amortized cost and fair value converted from foreign currency to U.S. dollars. Foreign currency denominated investments are generally
hedged for currency exposure. |
LIBOR/SOFR
or EURIBOR resets monthly (M), quarterly (Q), semiannually (S), or annually (A).
TABLE
OF CONTENTS
MANAGEMENT
OF THE COMPANY
Directors
and Officers
Our
business and affairs are managed under the direction of our Board of Directors. The Board of Directors currently consists of six members,
five of whom are not “interested persons” of the Company or of the Advisor as defined in Section 2(a)(19) of the 1940 Act.
We refer to these individuals as our independent directors. No independent director owns, beneficially or of record, any security of the
Advisor or any person (other than a RIC or portfolio company) directly or indirectly controlling, controlled by or under common control
with the Advisor. Our Board of Directors elects our officers, who serve at the discretion of the Board of Directors. Each director holds
office until his or her successor is elected and qualified or until his or her term as a director is terminated as provided in our bylaws.
The address for each director and officer is c/o BlackRock TCP Capital Corp., 2951 28th Street, Suite 1000, Santa Monica, California 90405.
Biographical
Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Independent
Director Nominees |
|
|
|
John
R. Baron
2951
28th Street,
Suite
1000,
Santa
Monica,
California
90405
Year
of birth: 1957 |
|
|
Director;
Audit Committee Member, Governance and Compensation Committee Member and Joint Transactions Committee Member |
|
|
2025;
2024 to present |
|
|
Until
its merger with and into a wholly-owned indirect subsidiary of the Company on March 18, 2024, Mr. Baron was a Director of BlackRock
Capital Investment Corporation.
Mr. Baron
was the Managing Member of Crystal Ridge Partners, LP, a New Jersey based private equity firm. Prior to joining Crystal Ridge Partners,
Mr. Baron was a Senior Partner of JP Morgan Partners, LP, a global private equity firm. Prior to joining the private equity unit
in 1995, Mr. Baron previously held senior management positions in banking and investment banking with JP Morgan and its predecessors.
Mr. Baron
is currently an owner and director of BI Aero LLC, a global aerospace parts business. In addition, he serves as an advisory board member
to Compass Cryogenics, LLC, a gas testing service provider to hospitals and surgical centers. From 2000-2021, Mr. Baron was an owner
and director of Big Rock Sports, a leading distributor and manufacturer of hunting and fishing equipment in North America. From 2008-2019,
Mr. Baron was an owner and director of Bronco Manufacturing, a manufacturer of parts for oil and gas drilling rigs primarily in North
America, Europe, and the Middle East. |
|
|
1
BDC consisting of 1 Portfolio. |
|
|
None.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TABLE
OF CONTENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Independent
Director Nominees - (Continued) |
|
|
|
Eric
J. Draut
2951
28th Street,
Suite
1000,
Santa
Monica,
California
90405
Year
of birth: 1957 |
|
|
Lead
Independent Director, Audit Committee Member, Governance and Compensation Committee Member and Joint Transactions Committee Member |
|
|
2025;
2011 to present |
|
|
From
2011 to present, Mr. Draut has been a Director, Chair or a Member of the Company’s Audit Committee, a Member of the Governance
and Compensation Committee and a Member of the Joint Transactions Committee. From 2021 to present, Mr. Draut has been a Director of BlackRock
Direct Lending Corp., and from 2022 to present, Mr. Draut has been a Trustee of BlackRock Private Credit Fund. In 2021, Mr. Draut was
appointed the Lead Independent Director.
Mr.
Draut is the Chair of the Audit Committee of the Board of Thrivent Financial for Lutherans, a registered investment adviser and Fortune
500 Company. Since August 2022, Mr. Draut has served as a trustee of the ELCA Foundation. In February 2015, Mr. Draut was also
appointed to the Board of Holy Family Ministries, operator of Holy Family School, where he served as the Interim Chief Executive Officer
from 2017 to 2018 and currently serves as chair of the board. From 2008 to 2010 and again from 2014 to 2017, Mr. Draut was Chairman of
the Board of Lutheran Social Services of Illinois. From 2012 to 2014, Mr. Draut was Executive Chairman and, in 2017, became chairman emeritus,
of the Board of Lutheran Social Services of Illinois |
|
|
3
BDCs consisting of 3 Portfolios. |
|
|
None.
|
|
|
|
Karen
L. Leets
2951
28th Street,
Suite
1000,
Santa
Monica, California 90405
Year
of birth: 1956 |
|
|
Director,
Audit Committee Member, Governance and Compensation Committee Member and Joint Transactions Committee Member |
|
|
2025;
October 2022 to present |
|
|
From
October 2022 to present, Ms. Leets has been a Director and a Member of the Audit Committee, the Governance and Compensation Committee
and the Joint Transactions Committee. From 2023 to present, Ms. Leets has been a Director of BlackRock Direct Lending Corp. From 2019
to present, she has served as a Senior Vice President and Treasurer of Baxter International Inc. Ms. Leets previously served as Assistant
Treasurer of Google LLC from 2017 to 2018. From 2013 to 2017, Ms. Leets was a Vice President and Treasurer of Kimberly-Clark Corporation.
Prior to joining Kimberly-Clark, Ms. Leets worked in treasury roles at McDonald’s Corporation and USG Corporation. Ms. Leets began
her career as a public accountant at Coopers & Lybrand (now PricewaterhouseCoopers LLP), where she worked for eight years. Ms. Leets
is a Certified Public Accountant in Illinois and earned a B.S. in Accounting and an MBA from Indiana State University Scott School of
Business. |
|
|
2
BDCs consisting of 2 Portfolios. |
|
|
None.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TABLE
OF CONTENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Independent
Director Nominees - (Continued) |
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Andrea
L. Petro
2951
28th Street,
Suite
1000,
Santa
Monica, California 90405
Year
of birth: 1952 |
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Director,
Audit Committee Member, Governance and Compensation Committee Chair and Joint Transactions Committee Member |
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2025;
August 4, 2020 to present |
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From
2020 to present, Ms. Petro has been a Director and a Member of the Audit Committee, the Governance and Compensation Committee and
the Joint Transactions Committee. From March 2024 to present, Ms. Petro has been Chair of the Governance and Compensation Committee.
Ms. Petro also serves as a Trustee of BlackRock Private Credit Fund, Chair of its Governance and Compensation Committee and Member
of its Audit Committee and its Joint Transactions Committee. From November 2024 to present, Ms. Petro has served as a Senior
Advisor to Carob Financial, LLC, a private credit fund. From June 2020 to June 2024, Ms. Petro served as a Director of
Ready Capital Corporation. From June 2018 to February 2020, Ms. Petro served as Managing Director and Group Head of the
Specialty Commercial Finance Group of Waterfall Asset Management. Ms. Petro served as a consultant for Waterfall Asset Management
from March 2020 through February 2023.
Ms. Petro
previously worked at Wells Fargo Capital Finance from December 2000 to December 2017 as the Executive Vice President and Group
Head of the Lender Finance Division and Supply Chain Finance Division. Ms. Petro currently serves as a member of the MS Finance Advisory
Board of the McCombs School of Business at the University of Texas at Austin. She also served as the President of the Commercial Finance
Association from 2016 to 2017 and previously served as a member of the Secured Finance Foundation board of directors from 2000 to 2022. |
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2
BDCs consisting of 2 Portfolios. |
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None.
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Maureen
K. Usifer
2951
28th Street,
Suite
1000,
Santa
Monica, California 90405
Year
of birth: 1960 |
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Director;
Audit Committee Chair; Governance and Compensation Committee Member and Joint Transactions Committee Member |
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2025;
2024 to present |
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From
2005 until its merger with and into a wholly-owned indirect subsidiary of the Company on March 18, 2024, Ms. Usifer was a Director of
BlackRock Capital Investment Corporation. Ms. Usifer is also a Director and Chair of the Audit Committee of BlackRock Direct Lending Corp.
and a Trustee and Chair of the Audit Committee of BlackRock Private Credit Fund.
From
2021 to present, Ms. Usifer has served as a Director for PC Construction. Ms. Usifer was a member of the Green Mountain Care Board, a
regulatory board appointed by the Governor in Vermont |
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3
BDCs consisting of 3 Portfolios. |
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Ms.
Usifer currently serves as a Director of Liberty All Star Funds and serves as chair of the audit committee. Ms. Usifer also serves as
a Director of Charlotte’s Web and serves as chair of the audit committee. |
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TABLE
OF CONTENTS
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Independent
Director Nominees - (Continued) |
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responsible
for approving hospital budgets, insurance rates and capital projects, from 2017 to 2021. Ms. Usifer served as CFO of Seventh Generation
Inc., a distributor of its brand of household and personal care products, from 2012 to 2016. From 1996 to 2012, Ms. Usifer served in various
roles with Church & Dwight Co., Inc. (“Church & Dwight”), a major producer of baking soda and consumer products.
Ms. Usifer served as Vice President of Investor Relations, Senior Finance Director, Divisional CFO and controller during her tenure at
Church & Dwight. Ms. Usifer received an undergraduate degree in business from St. Michael’s College and an M.B.A. in Finance
from Clarkson University. |
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Interested
Director Nominee |
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Philip
Tseng
2951
28th Street,
Suite
1000,
Santa
Monica,
California
90405
Year
of birth: 1976 |
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Chair
of the Board of Directors, Chief Executive Officer and Co-Chief Investment Officer |
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2025;
2021 to present (Director; Chair of the Board, Chief Executive Officer and Co-Chief Investment Officer since 2024); 2021 to 2024 (President) |
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Mr. Tseng
is the Chair of the Board of Directors, Chief Executive Officer and Co-Chief Investment Officer of the Company.
Mr. Tseng
is a senior member of the investment team within BlackRock’s Private Financing Solutions (PFS) platform, where he leads BlackRock’s
U.S. core middle market direct lending strategy. In this capacity, Mr. Tseng is responsible for oversight of the strategy’s
investment process and plays a leadership role in the evaluation, structuring, and execution of private secured investments in U.S. core
middle market companies. Mr. Tseng also serves as the Chairman, CEO and co-CIO of BlackRock Private Credit Fund and BlackRock Direct
Lending Corp., private BDCs managed by BlackRock. Prior to joining BlackRock, Mr. Tseng was a Managing Partner at Tennenbaum Capital
Partners (TCP), where he was also a member of the Management Committee. Prior to joining TCP, Mr. Tseng was a member of the Credit
Suisse First Boston technology investment banking group focusing on technology and business services. While at CSFB, he advised on and
executed M&A, public and private equity and structured debt transactions for a broad range of small and large cap companies. He also
spent time covering technology services companies as an equity research analyst. Prior to that, he spent time in investment banking at
Deutsche Banc Alex Brown. Mr. Tseng holds an M.B.A. from Harvard |
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3
BDCs consisting of 3 Portfolios. |
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None.
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TABLE
OF CONTENTS
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Interested
Director Nominee - (Continued) |
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Business
School and a B.A. (honors) in Economics from Harvard College. |
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Officers
Who Are Not Directors |
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Jason
Mehring
2951
28th Street,
Suite
1000,
Santa
Monica,
California
90405
Year
of birth: 1971 |
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President |
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N/A;
2024 to present |
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Mr.
Mehring is the President of the Company, BlackRock Direct Lending Corp. and BlackRock Private Credit Fund. Mr. Mehring is a senior member
of the investment team within BlackRock’s Private Financing Solutions (PFS) platform. Mr. Mehring plays a leadership role in the
evaluation, structuring, and execution of private secured investments in U.S. core middle market companies. Jason has over 30 years’
experience in middle market investing including his 19 years’ experience with the BlackRock team, joining as a Managing Director
at BlackRock Capital Investment Corporation’s former advisor in 2005. Mr. Mehring previously spent more than ten years at Banc
of America Capital Investors (BACI), an affiliate of Bank of America, Inc., in Chicago, where he held positions of increasing responsibility,
becoming a Principal of the firm in 2000. At BACI, Mr. Mehring focused on mezzanine and private equity investing in middle market companies.
Prior to joining BACI in 1994, he worked at Firstar Bank, a predecessor to U.S. Bank. Mr. Mehring holds an M.B.A from the Kellogg School
of Management at Northwestern University and a B.B.A., summa cum laude, in Finance and Economics from the University of Wisconsin Eau
Claire (graduating with University Honors). |
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N/A |
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N/A
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Erik
L. Cuellar
2951
28th Street,
Suite
1000,
Santa
Monica,
California
90405
Year
of birth: 1971 |
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Chief
Financial Officer, Treasurer |
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N/A;
2021 to present |
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Mr.
Cuellar is the Chief Financial Officer of the Company, BlackRock Direct Lending Corp. and BlackRock Private Credit Fund. He is responsible
for financial and regulatory reporting. Mr. Cuellar has been at BlackRock and its predecessor, TCP, since 2011. Prior to his current role,
Mr. Cuellar served as Controller for Ares Capital Corporation. Prior to that, Mr. Cuellar was with Metropolitan West Asset Management
where he served as the Assistant Treasurer and Principal Accounting Officer for the Metropolitan West Funds. Prior to that, Mr. Cuellar
managed the Alternative Investments Group at Western Asset Management Company. Mr. Cuellar began his career with Deloitte & Touche
LLP where he was a Senior Auditor in their Financial Services Group. Mr. Cuellar earned a B.S. in Accounting from |
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N/A |
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N/A
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TABLE
OF CONTENTS
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Officers
Who Are Not Directors - (Continued) |
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California
State University Northridge and is a Certified Public Accountant in California. |
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Charles
C. S. Park
50
Hudson Yards,
New
York,
New
York 10018
Year
of birth: 1967 |
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Chief
Compliance Officer |
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N/A;
July 2025 to present |
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Mr.
Park is the Chief Compliance Officer of the Company, BlackRock Direct Lending Corp. and BlackRock Private Credit Fund, and Chief Compliance
Officer of the Advisor. He is also the Chief Compliance Officer of other BlackRock US-registered investment advisers since 2014; Principal
of and Chief Compliance Officer for iShares® Delaware Trust Sponsor LLC since 2012 and BlackRock Fund Advisors (“BFA”)
since 2006; Chief Compliance Officer for BlackRock Asset Management International Inc. since 2012; Chief Compliance Officer of the Company
from 2018 to February 2024; Chief Compliance Officer of the BlackRock-advised Funds in the BlackRock Multi-Asset Complex and the
BlackRock Fixed-Income Complex from 2014 to 2023; Chief Compliance Officer for the BFA-advised iShares® exchange traded
funds from 2006 to 2023. |
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N/A |
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N/A
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Diana
Huffman
50
Hudson Yards,
New
York,
New
York, 10001
Year
of birth: 1982 |
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General
Counsel, Secretary and Authorized Person |
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N/A;
2022 to present |
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Ms.
Huffman serves as General Counsel, Secretary and Authorized Person of the Company. She is also General Counsel and Secretary of BlackRock
Direct Lending Corp. and BlackRock Private Credit Fund. Ms. Huffman is Legal Counsel in the Legal & Compliance Department at BlackRock.
She is responsible for supporting BlackRock’s U.S. regulated funds business, with a focus on retail alternatives. Ms. Huffman advises
on a broad array of legal and regulatory issues impacting U.S. regulated funds, including product development and corporate governance
matters. Prior to joining BlackRock in 2022, Ms. Huffman served as Corporate Counsel at PGIM Investments LLC starting in 2015, where she
served as Chief Legal Officer for its BDC and as the lead attorney for retail funds. From 2009 to 2015, Ms. Huffman was an associate in
the Asset Management group at Willkie Farr & Gallagher LLP, where she focused on the organization and operation of private and regulated
funds. Ms. Huffman has a B.A. (summa cum laude) from Boston University, and a J.D. (cum laude) from Fordham University School of Law. |
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N/A |
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N/A
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TABLE
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Officers
Who Are Not Directors - (Continued) |
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Patrick
Wolfe
50
Hudson Yards
New
York,
New
York 10018
Year
of birth: 1982 |
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Chief
Operating Officer |
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N/A;
2024 to present |
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Patrick
Wolfe is Chief Operating Officer of the Company, BlackRock Direct Lending Corp. and BlackRock Private Credit Fund. He is also a Senior
Portfolio Manager within BlackRock’s Private Financing Solutions (PFS) platform. He is Head of Portfolio Construction for U.S.
Private Capital’s U.S. Direct Lending funds which includes overseeing allocations, portfolio positioning, and liability management.
Mr. Wolfe is also Senior Portfolio Manager on BlackRock Credit Strategies Fund, Senior Portfolio Manager for the Company, BlackRock Direct
Lending Corp. and BlackRock Private Credit Fund, and Head of U.S. middle-market CLOs at BlackRock. Mr. Wolfe joined BlackRock through
the acquisition of TCP. At TCP, Mr. Wolfe was a portfolio manager on the U.S. Direct Lending Funds and launched the middle-market CLO
platform taking the business to over $1 billion of assets. He also co-led led the development of the firm’s proprietary private
credit software platform. He was one of the creators of the Direct Lending fund structure designed for insurance company clients. Before
TCP, Mr. Wolfe was in structured credit at Deutsche Bank for six years focusing on the structuring, issuance, and management of CLOs and
other credit strategies. He began his career in 2006 at KSJG LLP in the Advisory group focused on mortgage banking. Mr. Wolfe earned a
B.S. in Accounting from San Diego State University in 2006. Mr. Wolfe volunteers his time as a member of the Board of Directors for the
Southern California Golf Association (“SCGA”) and Southern California Golf Association Junior Foundation. |
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N/A |
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N/A
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Dan
Worrell
50
Hudson Yards
New
York,
New
York 10018
Year
of birth: 1963 |
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Co-Chief
Investment Officer |
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N/A;
2024 to present |
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Mr.
Worrell serves as the Co-CIO of the Company, BlackRock Direct Lending Corp. and BlackRock Private Credit Fund. Mr. Worrell is a senior
member of the investment team within BlackRock’s Private Financing Solution (PFS) platform, where he is a leader in BlackRock’s
U.S. core middle market direct lending strategy. In this capacity, Mr. Worrell is responsible for oversight of the strategy’s investment
process and plays a leadership role in the evaluation, structuring, and execution of private secured investments in U.S. core middle market
companies. Prior to joining BlackRock, Mr. Worrell was a Managing |
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N/A |
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N/A |
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TABLE
OF CONTENTS
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Officers
Who Are Not Directors - (Continued) |
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Director
at Tennenbaum Capital Partners (TCP) where he led investment activity across several industry verticals, including Healthcare, Consumer
Brands, Retail, and Consumer and Specialty Finance. Prior to TCP, Mr. Worrell was a High Yield Portfolio Manager with Mulholland Capital
Advisors. Mr. Worrell holds an M.B.A. from Columbia University and a B.S. from California State University, Northridge. |
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*
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Directorships disclosed
under this column do not include directorships disclosed under the column “Principal Occupation(s) During Past Five Years.”
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†
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Mr. Tseng is an “interested
person” (as defined in the 1940 Act) of the Company by virtue of his current position with the Advisor. |
Interested
Directors
Philip
Tseng: Mr. Tseng is the Chief Executive Officer, Co-Chief Investment Officer and Chair of the Board
of the Company. Mr. Tseng is a senior member of the investment team within BlackRock’s Private Financing Solutions (PFS) platform,
where he leads BlackRock’s U.S. core middle market direct lending strategy. In this capacity, Mr. Tseng is responsible for oversight
of the strategy’s investment process and plays a leadership role in the evaluation, structuring, and execution of private secured
investments in U.S. core middle market companies. Mr. Tseng also serves as the Chairman, CEO and co-CIO of BlackRock Private Credit Fund
and BlackRock Direct Lending Corp. Prior to joining BlackRock, Mr. Tseng was a Managing Partner at Tennenbaum Capital Partners (TCP),
where he was also a member of the Management Committee. Prior to joining TCP, Mr. Tseng was a member of the Credit Suisse First Boston
technology investment banking group focusing on technology and business services. While at CSFB, he advised on and executed M&A, public
and private equity and structured debt transactions for a broad range of small and large cap companies. He also spent time covering technology
services companies as an equity research analyst. Prior to that, he spent time in investment banking at Deutsche Banc Alex Brown. Mr.
Tseng holds an M.B.A. from Harvard Business School and a B.A. (honors) in Economics from Harvard College
Independent
Directors
John
R. Baron: Mr. Baron is a Director of the Company and is a member of the Company’s Audit Committee,
Governance and Compensation Committee and Joint Transactions Committee. Until its merger with and into a wholly-owned subsidiary of the
Company on March 18, 2024, Mr. Baron was a Director of BlackRock Capital Investment Corporation. Mr. Baron has served in several senior
level management positions, including as the Managing Member of Crystal Ridge Partners, LP, a New Jersey based private equity firm focused
on investments in middle market companies. Prior to joining Crystal Ridge Partners, Mr. Baron was a Senior Partner of JP Morgan Partners,
LP, a global private equity firm, and its predecessors. Prior to joining the private equity unit in 1995, Mr. Baron previously held senior
management positions in banking and investment banking with JP Morgan and its predecessors. Mr. Baron was a senior level banker responsible
for managing middle market regional offices of Manufactures Hanover Trust Co. and Chemical Bank. Mr. Baron is currently an owner
and director of BI Aero LLC, a global aerospace parts business. In addition, he serves as an advisory board member to Compass Cryogenics,
LLC, a gas testing service provider to hospitals and surgical centers. From 2000-2021, Mr. Baron was an owner and director of Big
Rock Sports, a leading distributor and manufacturer of hunting and fishing equipment in North America. From 2008-2019, Mr. Baron
was an owner and director of Bronco Manufacturing, a manufacturer of parts for oil and gas drilling rigs primarily in North America, Europe,
and the Middle East. Mr. Baron’s expertise in the private equity, banking and investment banking industries provides the Company
with an abundance of practical business experience and knowledge.
TABLE
OF CONTENTS
Eric
J. Draut: Mr. Draut is Lead Independent Director, a member of the Company’s Audit Committee,
Governance and Compensation Committee and Joint Transactions Committee. Mr. Draut also serves as a Trustee of BlackRock Private Credit
Fund and as a Director of BlackRock Direct Lending Corp. The Company’s Board of Directors benefits from Mr. Draut’s nearly
30-year career in accounting and finance. Mr. Draut completed a 20-year career at Kemper Corporation (formerly Unitrin, Inc.) in 2010,
serving the last nine years as Executive Vice President, Chief Financial Officer and a member of its board of directors. Mr. Draut also
held positions at Kemper Corporation as Group Executive, Treasurer and Corporate Controller. Prior to joining Kemper Corporation, Mr.
Draut was Assistant Corporate Controller at Duchossois Industries, Inc. and at AM International, Inc. Mr. Draut began his career at Coopers
and Lybrand (now PricewaterhouseCoopers LLP). Mr. Draut is a Certified Public Accountant, received an M.B.A. in finance and operations
from Kellogg Graduate School of Management at Northwestern University and a B.S. in accountancy from the University of Illinois at Urbana-Champaign,
graduating with High Honors. Until September 2013, Mr. Draut served as a Director and Chairman of the audit committee of Intermec.
Mr. Draut is the Chair of the Audit Committee of the Board of Thrivent Financial for Lutherans, a registered investment adviser and Fortune
500 Company. In February 2015 Mr. Draut was also appointed to the Board of Holy Family Ministries, operator of Holy Family School,
where he served as the Interim Chief Executive Officer from 2017 to 2018 and currently serves as Chair of the Board. Since August 2022,
Mr. Draut has served as a trustee of the ELCA Foundation, where he currently serves as Chair of the Finance Committee. Mr. Draut volunteers
with Lutheran Social Services of Illinois where he currently serves as chairman emeritus of the Board of Directors and recently served
as Executive Chairman of its Board of Directors. Mr. Draut is also a National Association of Corporate Directors Fellow. Mr. Draut’s
knowledge of financial and accounting matters, and his independence from the Company and the Advisor, qualifies him to serve as a member
of the Company’s Audit Committee.
Karen
L. Leets: Ms. Leets is a Director and member of the Company’s Governance and Compensation Committee,
Audit Committee and Joint Transactions Committee. Ms. Leets also serves as a Director of BlackRock Direct Lending Corp. From 2019 to present,
Ms. Leets has served as a Senior Vice President and Treasurer of Baxter International Inc. Ms. Leets previously served as Assistant Treasurer
of Google LLC from 2017 to 2018. From 2013 to 2017, Ms. Leets was a Vice President and Treasurer of Kimberly-Clark Corporation. Prior
to joining Kimberly-Clark, Ms. Leets worked in treasury roles at McDonald’s Corporation and USG Corporation. Ms. Leets began her
career as a public accountant at Coopers & Lybrand (now PricewaterhouseCoopers LLP), where she worked for eight years. Ms. Leets is
a Certified Public Accountant in Illinois and earned a B.S. in Accounting and an MBA from Indiana State University Scott School of Business.
Ms. Leets’ knowledge of financial and accounting matters qualifies her to serve as a member of the Company’s Audit Committee.
Andrea
L. Petro: Ms. Petro is a Director and Chair of the Company’s Governance and Compensation Committee,
a member of the Audit Committee and Joint Transactions Committee. Ms. Petro also serves as a Trustee of BlackRock Private Credit Fund,
Chair of its Governance and Compensation Committee, member of its Audit Committee and member of its Joint Transactions Committee. From
June 2020 to June 2024, Ms. Petro served as a Director of Ready Capital Corporation. From June 2018 to February 2020,
Ms. Petro served as Managing Director and Group Head of the Specialty Commercial Finance Group of Waterfall Asset Management. Ms. Petro
served as a consultant for Waterfall Asset Management from March 2020 through February 2023. Ms. Petro previously worked at
Wells Fargo Capital Finance from December 2000 to December 2017 as the Executive Vice President and Group Head of the Lender
Finance Division and Supply Chain Finance Division. Ms. Petro currently serves as a member of the MS Finance Advisory Board of the McCombs
School of Business at the University of Texas at Austin. She also served as the President of the Commercial Finance Association from 2016
to 2017 and previously served as a member of the Secured Finance Foundation board of directors from 2000 to 2022. Ms. Petro holds a Master
of Business Administration degree in finance from the McCombs School of Business at the University of Texas and a Bachelor of Arts degree
with a concentration in Russian and Soviet Studies from Kent State University. Ms. Petro’s knowledge of financial and accounting
matters qualifies her to serve as a member of the Company’s Audit Committee.
Maureen
K. Usifer: Ms. Usifer is a Director of the Company, Chair of the Audit Committee, member of the Governance
and Compensation Committee and Joint Transactions Committee. Ms. Usifer also serves as a Trustee and Chair of the Audit Committee of BlackRock
Private Credit Fund, member of its Governance and Compensation Committee and Joint Transactions Committee, and a Director and Chair of
the Audit Committee of BlackRock Direct Lending Corp. and member of its Joint Transactions Committee. From 2005 until its merger with
and into a wholly-owned subsidiary of the Company on March 18, 2024, Ms. Usifer was a Director of BlackRock Capital Investment Corporation.
Since 2021, Ms. Usifer has served as a Director for PC Construction. Ms. Usifer was a member of the Green Mountain Care Board, a regulatory
board appointed by the Governor in Vermont responsible for approving
TABLE
OF CONTENTS
hospital
budgets, insurance rates and capital projects, from 2017 to 2021. Ms. Usifer served as CFO of Seventh Generation Inc., a distributor of
its brand of household and personal care products, from 2012 to 2016. From 1996 to 2012, Ms. Usifer served in various roles with Church
& Dwight, a major producer of baking soda and consumer products. Ms. Usifer served as Vice President of Investor Relations, Senior
Finance Director, Divisional CFO and controller during her tenure at Church & Dwight. From 2024 to present, Ms. Usifer has served
as a Director for Charlotte’s Web. Since 2018 Ms. Usifer has been a Director of Liberty All Star Funds. Ms. Usifer received an
undergraduate degree in business from St. Michael’s College and an M.B.A. in Finance from Clarkson University. Ms. Usifer’s
prior board service, in addition to her roles as an Independent Director of the Company, an Independent Director of BlackRock Direct Lending
Corp. and an Independent Trustee of BlackRock Private Credit Fund, provides her with specific understanding of the Company, its operations
and the business and regulatory issues facing BDCs. Ms. Usifer’s independence from the Company enhances her service as Chair
of the Board’s Audit Committee and member of other Board committees.
Officers
Who Are Not Directors
Erik
L. Cuellar: Mr. Cuellar, Director of BlackRock, is the Chief Financial Officer of the Company, BlackRock
Direct Lending Corp. and BlackRock Private Credit Fund. Mr. Cuellar has been at BlackRock and its predecessor, TCP, since 2011. Prior
to his current role, Mr. Cuellar served as Controller for Ares Capital Corporation. Prior to that, Mr. Cuellar was with Metropolitan
West Asset Management where he served as the Assistant Treasurer and Principal Accounting Officer for the Metropolitan West Funds. Prior
to that, Mr. Cuellar managed the Alternative Investments Group at Western Asset Management Company. Mr. Cuellar began his career with
Deloitte & Touche LLP where he was a Senior Auditor in their Financial Services Group. Mr. Cuellar earned a B.S. in Accounting from
California State University Northridge and is a Certified Public Accountant in California.
Jason
Mehring: Mr. Mehring, Managing Director of BlackRock, is the President of the Company, BlackRock Direct
Lending Corp. and BlackRock Private Credit Fund. He is also a voting member and a past Chairman of the investment committee for BlackRock’s
US Private Capital Group (“USPC”). Mr. Mehring focuses on the team’s origination, underwriting and monitoring of
middle market private investments, as well as its capital raising activities across public and private investment funds. Mr. Mehring has
over 30 years’ experience in middle market investing including his 19 years’ experience with the USPC team, joining as a
Managing Director at BlackRock Capital Investment Corporation’s former advisor in 2005. Mr. Mehring previously spent more than
ten years at Banc of America Capital Investors (BACI), an affiliate of Bank of America, Inc., in Chicago, where he held positions of increasing
responsibility, becoming a Principal of the firm in 2000. At BACI, Mr. Mehring focused on mezzanine and private equity investing in middle
market companies. Prior to joining BACI in 1994, he worked at Firstar Bank, a predecessor to U.S. Bank. Mr. Mehring has also served on
a variety of private corporate boards. Mr. Mehring has earned an M.B.A from the Kellogg School of Management at Northwestern University,
as well as a B.B.A., summa cum laude, in Finance and Economics from the University of Wisconsin Eau Claire (graduating with University
Honors).
Diana
Huffman: Ms. Huffman, Executive Director of BlackRock, is General Counsel and Secretary of the Company,
BlackRock Private Credit Fund and BlackRock Direct Lending Corp. Ms. Huffman was also previously General Counsel for BlackRock Capital
Investment Corporation, a public BDC, prior to its merger with the Company in March 2024. As part of BlackRock’s Legal &
Compliance department, Ms. Huffman is responsible for supporting BlackRock’s U.S. regulated funds business, with a focus on retail
alternatives. Ms. Huffman advises on a broad array of legal and regulatory issues impacting U.S. regulated funds, including product development
and corporate governance matters. Prior to joining BlackRock in 2022, Ms. Huffman served as Corporate Counsel at PGIM Investments LLC
starting in 2015, where she served as Chief Legal Officer for its BDC and as the lead attorney for retail funds. From 2009 to 2015, Ms.
Huffman was an associate in the Asset Management group at Willkie Farr & Gallagher LLP, where she focused on the organization and
operation of private and regulated funds. Ms. Huffman has a J.D. (cum laude) from Fordham University School of Law and a B.A. (summa cum
laude) in International Relations from Boston University.
Charles
C. S. Park: Mr. Park, Managing Director of BlackRock, is Chief Compliance Officer of the Company, BlackRock
Private Credit Fund and BlackRock Direct Lending Corp., and Chief Compliance Officer of the Advisor. Mr. Park has served as Chief Compliance
Officer of certain BlackRock US-registered investment advisers since 2014; Principal of and Chief Compliance Officer for iShares®
Delaware Trust Sponsor LLC since 2012 and BlackRock Fund Advisors (“BFA”) since 2006; Chief Compliance Officer for BlackRock
Asset Management International Inc.
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since 2012;
Chief Compliance Officer of the Company from 2018 to February 2024; Chief Compliance Officer of the BlackRock-advised Funds in the
BlackRock Multi-Asset Complex and the BlackRock Fixed-Income Complex from 2014 to 2023; Chief Compliance Officer for the BFA-advised iShares®
exchange traded funds from 2006 to 2023.
Patrick
Wolfe: Mr. Wolfe, Managing Director of BlackRock, is the Chief Operating Officer of the Company, BlackRock
Direct Lending Corp. and BlackRock Private Credit Fund. He is also a Senior Portfolio Manager within BlackRock’s Private Financing
Solutions (PFS) platform. Mr. Wolfe is Head of Portfolio Construction for U.S. Private Capital’s U.S. Direct Lending funds which
includes overseeing allocations, portfolio positioning, and liability management. Mr. Wolfe is also Senior Portfolio Manager on BlackRock
Credit Strategies Fund, and Head of U.S. middle-market CLOs at BlackRock. Mr. Wolfe joined BlackRock through the acquisition of TCP. At
TCP, Mr. Wolfe was a portfolio manager on the U.S. Direct Lending Funds and launched the middle-market CLO platform taking the business
to over $1 billion of assets. He also co-led led the development of the firm’s proprietary private credit software platform.
He was one of the creators of the Direct Lending fund structure designed for insurance company clients. Before TCP, Mr. Wolfe was in structured
credit at Deutsche Bank for six years focusing on the structuring, issuance, and management of CLOs and other credit strategies. He began
his career in 2006 at KSJG LLP in the Advisory group focused on mortgage banking. Mr. Wolfe earned a B.S. in Accounting from San Diego
State University in 2006. Mr. Wolfe volunteers his time as a member of the Board of Directors for the Southern California Golf Association
(“SCGA”) and Southern California Golf Association Junior Foundation.
Dan
Worrell: Mr. Worrell, Managing Director of BlackRock, is Co-Chief Investment Officer of the Company,
BlackRock Direct Lending Corp. and BlackRock Private Credit Fund. Mr. Worrell is a senior member of the investment team within BlackRock’s
Private Financing Solution (PFS) platform, where he is a leader in BlackRock’s U.S. core middle market direct lending strategy.
In this capacity, Mr. Worrell is responsible for oversight of the strategy’s investment process and plays a leadership role in
the evaluation, structuring, and execution of private secured investments in U.S. core middle market companies. Prior to joining BlackRock,
Mr. Worrell was a Managing Director at Tennenbaum Capital Partners (TCP) where he led investment activity across several industry verticals,
including Healthcare, Consumer Brands, Retail, and Consumer and Specialty Finance. Prior to TCP, Mr. Worrell was a High Yield Portfolio
Manager with Mulholland Capital Advisors. Mr. Worrell holds an M.B.A. from Columbia University and a B.S. from California State University,
Northridge.
Compensation
of Directors
The
following table shows information regarding the compensation earned or actually received by the Company’s directors, none of whom
is an employee of the Company, for service as a director for the fiscal year ended December 31, 2024. No compensation is paid by the Company
to Interested Directors.
|
|
|
|
|
|
|
|
|
Interested
Directors:
|
|
|
|
|
|
|
|
Philip
Tseng |
|
|
— |
|
|
—
|
|
Independent
Directors:
|
|
|
|
|
|
|
|
Eric
J. Draut |
|
|
$
183,000 |
|
|
$
183,000 |
|
Karen
L. Leets |
|
|
$
160,000 |
|
|
$160,000
|
|
Andrea
L. Petro |
|
|
$
162,000 |
|
|
$162,000
|
|
John
R. Baron |
|
|
$80,000 |
|
|
$80,000
|
|
Maureen
K. Usifer |
|
|
$88,000 |
|
|
$88,000 |
|
|
|
|
|
|
|
|
|
(1)
|
For a discussion of the Independent
Directors’ compensation, see below. |
|
(2)
|
The Company does not maintain
a stock or option plan, non-equity incentive plan or pension plan for its directors. |
The
Company is authorized to pay each Independent Director the following amounts for serving as a Director: (i) $110,000 a year; (ii) $5,000
for each meeting of the Board of Directors or a committee thereof attended physically, telephonically or virtually by videoconference
by such Director; and (iii) $1,000 for each special meeting of the Board of Directors or a committee thereof with a limited agenda attended
by such Independent Director (whether in person, telephonic or virtual). The Lead Independent Director receives $20,000 per year. The
Chair of the Audit Committee
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receives
$15,000 per year and the Chair of the Governance and Compensation Committee receives $5,000 per year. Each Independent Director is also
entitled to reimbursement for all out-of-pocket expenses of such person in attending each meeting of the Board of Directors and any committee
thereof.
Investment
Committee
The
Advisor’s investment process is organized around the Investment Committee that provides for a centralized, repeatable decision
process. With respect to each fund the Advisor advises, certain members of the Investment Committee are voting members. The voting members
of the Investment Committee for the Company are currently Philip M. Tseng, Jason Mehring, Rob DiPaolo, Dan Worrell, Vikas Keswani, Michael
Fenstermacher and Grishma Parekh. Approval by a simple majority vote of the voting members of the Investment Committee is required for
the purchase or sale of any investment, with certain de-minimis exceptions. No voting member has veto power. The Advisor’s
investment process is designed to maximize risk-adjusted returns and preserve downside protection.
Voting
Members
Phil
Tseng, Managing Director, is a senior member of the investment team within BlackRock’s
Private Financing Solutions (PFS) platform, where he leads BlackRock’s U.S. core middle market direct lending strategy. In this
capacity, Mr. Tseng is responsible for oversight of the strategy’s investment process and plays a leadership role in the evaluation,
structuring, and execution of private secured investments in U.S. core middle market companies. In addition to his position with the Company,
Mr. Tseng also serves as the Chairman, CEO and co-CIO of BlackRock Private Credit Fund (BDEBT), the non-traded BDC managed by BlackRock,
and BlackRock Direct Lending Corp., a private BDC managed by BlackRock. Prior to joining BlackRock, Mr. Tseng was a Managing Partner at
Tennenbaum Capital Partners (TCP), where he was also a member of the Management Committee. Prior to joining TCP, Mr. Tseng was a member
of the Credit Suisse First Boston technology investment banking group focusing on technology and business services. While at CSFB, he
advised on and executed M&A, public and private equity and structured debt transactions for a broad range of small and large cap companies.
He also spent time covering technology services companies as an equity research analyst. Prior to that, he spent time in investment banking
at Deutsche Banc Alex Brown. Mr. Tseng holds an M.B.A. from Harvard Business School and a B.A. (honors) in Economics from Harvard College.
Rob
DiPaolo, Managing Director, is a senior member of the investment team within Blackrock’s
Private Financing Solutions (PFS) platform where he is a leader in BlackRock’s U.S. core middle market direct lending strategy.
Mr. DiPaolo is responsible for playing a leadership role in the evaluation, structuring, and execution of private secured investments
in U.S. core middle market companies with an industry focus on building products, transportation, industrial services, agriculture and
engineering and construction. He has been at BlackRock and its predecessor, Tennenbaum Capital Partners, since 1999. Prior to his current
role, Mr. DiPaolo was the firm’s Chief Financial Officer and was responsible for building Tennenbaum’s financial reporting,
processes and controls and operating infrastructure. Preceding Tennenbaum, Mr. DiPaolo was Vice President at Trust Company of the West,
spent seven years at Arthur Andersen as a Business Advisory and Consulting Manager and began his career in 1989, spending five years at
May Department Stores as a profit improvement specialist and control division accountant. Mr. DiPaolo earned a B.S. from the University
of California, Riverside and is a CPA in the State of California.
Jason
Mehring, Managing Director, is a senior member of the investment team within BlackRock’s
Private Financing Solutions (PFS) platform. Mr. Mehring plays a leadership role in the evaluation, structuring, and execution of private
secured investments in U.S. core middle market companies. In addition to his position with the Company, Mr. Mehring also serves as
President of BlackRock Private Credit Fund (BDEBT), the non-traded BDC managed by BlackRock, and BlackRock Direct Lending Corp., a private
BDC managed by BlackRock. Jason has over 30 years’ experience in middle market investing including his 19 years’ experience
with the BlackRock team, joining as a Managing Director at BlackRock Capital Investment Corporation’s former advisor in 2005. Mr.
Mehring previously spent more than ten years at Banc of America Capital Investors (BACI), an affiliate of Bank of America, Inc., in Chicago,
where he held positions of increasing responsibility, becoming a Principal of the firm in 2000. At BACI, Mr. Mehring focused on mezzanine
and private equity investing in middle market companies. Prior to joining BACI in 1994, he worked at Firstar Bank, a predecessor to U.S.
Bank. Mr. Mehring holds an M.B.A from the Kellogg School of Management at Northwestern University and a B.B.A., summa cum laude, in Finance
and Economics from the University of Wisconsin Eau Claire (graduating with University Honors).
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Dan
Worrell, Managing Director, Mr. Worrell is a senior member of the investment team within BlackRock’s
Private Financing Solution (PFS) platform, where he is a leader in BlackRock’s U.S. core middle market direct lending strategy.
In this capacity, Mr. Worrell is responsible for oversight of the strategy’s investment process and plays a leadership role in
the evaluation, structuring, and execution of private secured investments in U.S. core middle market companies. In addition to his position
with the Company, Mr. Worrell also serves as co-CIO of BlackRock Private Credit Fund (BDEBT), the non-traded BDC managed by BlackRock,
and BlackRock Direct Lending Corp., a private BDC managed by BlackRock. Prior to joining BlackRock, Mr. Worrell was a Managing Director
at Tennenbaum Capital Partners (TCP) where he led investment activity across several industry verticals, including Healthcare, Consumer
Brands, Retail, and Consumer and Specialty Finance. Prior to TCP, Mr. Worrell was a High Yield Portfolio Manager with Mulholland Capital
Advisors. Mr. Worrell holds an M.B.A. from Columbia University and a B.S. from California State University, Northridge.
Vikas
Keswani, Managing Director, is a senior member of the investment team within BlackRock’s
Private Financing Solutions (PFS) platform. He is also Head of North American Specialty Lending at HPS, a part of BlackRock. In this capacity,
Mr. Keswani plays a leadership role in sourcing, evaluating, structuring, and executing private senior secured investments across a variety
of industries. Prior to joining HPS in 2010, Mr. Keswani spent a majority of his career at BlackRock, where he was a part of the initial
team that established, structured and capitalized BlackRock Capital Investment Corporation (NASDAQ: BKCC), a publicly traded private investment
vehicle. Mr. Keswani is a CFA charterholder and holds a BSE, magna cum laude, from The Wharton School at the University of Pennsylvania.
Michael
Fenstermacher, Managing Director, is a senior member of the investment team within BlackRock’s
Private Financing Solution (PFS) platform. He is also Co-Head of North American Core Senior Lending at HPS, a part of BlackRock. In this
capacity, Mr. Fenstermacher plays a leadership role in sourcing, evaluating, structuring, and executing private senior secured investments
across a variety of industries. Prior to joining HPS in 2008, Mr. Fenstermacher was an Associate at JPMorgan’s Leveraged Finance
Group, where he originated, underwrote and distributed high yield bonds and leveraged loans. During his four years with JPMorgan, Mr.
Fenstermacher specialized in financial sponsor transactions. Prior to joining JPMorgan, Mr. Fenstermacher spent two years at Bank One
as a Credit Analyst in the Automotive and Financial Institutions groups. Mr. Fenstermacher holds a BS from Indiana University.
Grishma
Parekh, Managing Director, is a senior member of the investment team within BlackRock’s
Private Financing Solutions (PFS) platform. She is also Co-Head of North American Core Senior Lending at HPS, a part of BlackRock, as
well as the President of HPS Corporate Lending Fund, a non-traded BDC managed by HPS. In this capacity, Ms. Parekh plays a leadership
role in sourcing, evaluating, structuring, and executing private senior secured investments across a variety of industries. Prior to joining
HPS in 2020, Ms. Parekh spent over twelve years as a Partner and Managing Director at The Carlyle Group. During her tenure at The Carlyle
Group, Ms. Parekh was a founding member of the Direct Lending platform, served as Head of Origination for Illiquid Credit, and was a member
of the Investment Committee for the Direct Lending business. Prior to joining The Carlyle Group in 2007, Ms. Parekh was an Investment
Banking Associate at JPMorgan where she was responsible for originating, structuring and executing high yield bond and leveraged loan
transactions. Ms. Parekh holds a BS in Finance and Information Systems from the Stern School of Business at New York University.
Voting
Members’ Potential Conflicts of Interest
Material
conflicts of interest that may arise in connection with the Voting Members’ management of the Company’s investments, on
the one hand, and the investments of the other advisor accounts, on the other. BlackRock has built a professional working environment,
firm-wide compliance culture and compliance procedures and systems designed to protect against potential incentives that may favor one
account over another. BlackRock has adopted policies and procedures that address the allocation of investment opportunities, execution
of portfolio transactions, personal trading by employees and other potential conflicts of interest that are designed to ensure that all
client accounts are treated equitably over time. Nevertheless, BlackRock furnishes investment management and advisory services to numerous
clients in addition to the Fund, and BlackRock may, consistent with applicable law, make investment recommendations to other clients or
accounts (including accounts which are hedge funds or have performance or higher fees paid to BlackRock, or in which voting members have
a personal interest in the receipt of such fees), which may be the same as or different from those made to the Fund. In addition, BlackRock,
Inc., its affiliates and significant shareholders and any officer, director, shareholder or employee may or may not have an interest in
the securities whose purchase and sale BlackRock recommends to the Fund. BlackRock, Inc. or any of its affiliates or significant shareholders,
or any officer, director, shareholder, employee or any member of their families may take different actions than those recommended to the
Fund by BlackRock with respect to the same securities. Moreover, BlackRock may
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refrain
from rendering any advice or services concerning securities of companies of which any of BlackRock’s (or its affiliates’
or significant shareholders’) officers, directors or employees are directors or officers, or companies as to which BlackRock or
any of its affiliates or significant shareholders or the officers, directors and employees of any of them has any substantial economic
interest or possesses material non-public information. Certain voting members also may manage accounts whose investment strategies may
at times be opposed to the strategy utilized for a fund. It should also be noted that Messrs. Cucunato, and Patterson and Ms. Puri
may be managing funds or accounts that are subject to incentive fees. Messrs. Cucunato and Patterson and Ms. Puri may therefore be
entitled to receive a portion of any incentive fees earned on such funds or accounts.
As
a fiduciary, BlackRock owes a duty of loyalty to its clients and must treat each client fairly. When BlackRock purchases or sells securities
for more than one account, the trades must be allocated in a manner consistent with its fiduciary duties. BlackRock attempts to allocate
investments in a fair and equitable manner among client accounts, with no account receiving preferential treatment. To this end, BlackRock
has adopted policies that are intended to ensure reasonable efficiency in client transactions and provide BlackRock with sufficient flexibility
to allocate investments in a manner that is consistent with the particular investment discipline and client base, as appropriate.
Voting
Members’ Compensation
The
discussion below describes the Voting Members’ compensation as of September 19, 2025.
BlackRock’s
financial arrangements with its Voting Members, its competitive compensation and its career path emphasis at all levels reflect the value
senior management places on key resources. Compensation may include a variety of components and may vary from year to year based on a
number of factors. The principal components of compensation include a base salary and a performance-based discretionary bonus, and may
also include participation in various benefits programs and/or one or more of the incentive compensation programs established by BlackRock.
Base
compensation. Generally, Voting Members receive base compensation based on their position with the firm.
Discretionary
Incentive Compensation. Discretionary incentive compensation is a function of several components: the
performance of BlackRock, Inc., the performance of the Voting Member group within BlackRock, the investment performance, including risk-adjusted
returns, of the firm’s assets under management or supervision by that Voting Member, and the individual’s performance and
contribution to the overall performance of these portfolios and BlackRock.
Discretionary
incentive compensation is generally distributed to Voting Member in a combination of cash, deferred BlackRock, Inc. stock awards, deferred
cash and/or deferred cash awards that notionally track the return of certain BlackRock investment products.
Voting
Members receive their annual discretionary incentive compensation in the form of cash. Certain Voting Members whose total compensation
is above a specified threshold also receive deferred BlackRock, Inc. stock awards annually as part of their discretionary incentive compensation.
Paying a portion of discretionary incentive compensation in the form of deferred BlackRock, Inc. stock puts compensation earned by a Voting
Member for a given year “at risk” based on BlackRock’s ability to sustain and improve its performance over future
periods. In some cases, additional deferred BlackRock, Inc. stock may be granted to certain key employees as part of a long-term incentive
award to aid in retention, align interests with long-term stockholders and motivate performance. Deferred BlackRock, Inc. stock awards
are generally granted in the form of BlackRock, Inc. restricted stock units that vest pursuant to the terms of the applicable plan and,
once vested, settle in BlackRock, Inc. common stock. Certain of the Voting Members of this Fund are eligible to receive deferred BlackRock,
Inc. stock awards.
For
certain Voting Members, a portion of the discretionary incentive compensation is also distributed in the form of deferred cash or deferred
cash awards that notionally track the returns of select BlackRock investment products they manage, which provides direct alignment of
Voting Member discretionary incentive compensation with investment product results. Deferred cash awards vest ratably over a number of
years and, once vested, settle in the form of cash. Only Voting Members who manage specified products and whose total compensation is
above a specified threshold are eligible to participate in the deferred cash award program.
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Other
Compensation Benefits. In addition to base salary and discretionary incentive compensation, certain
Voting Members may be eligible to receive or participate in one or more of the following:
Incentive
Savings Plans - BlackRock, Inc. has created a variety of incentive savings plans in which BlackRock, Inc. employees are eligible to participate,
including a 401(k) plan, the BlackRock Retirement Savings Plan (RSP), and the BlackRock Employee Stock Purchase Plan (ESPP).
The
dollar range of equity securities in the Company beneficially owned at December 31, 2024, or as otherwise noted, by each person who is
a Voting Member is as follows:
|
|
|
|
|
|
Rob
DiPaolo |
|
|
$1–$10,000
|
|
Jason
Mehring |
|
|
Over
$100,000 |
|
Philip
M. Tseng |
|
|
Over
$100,000 |
|
Dan
Worrell |
|
|
Over
$100,000 |
|
Vikas
Keswani* |
|
|
None
|
|
Michael
Fenstermacher* |
|
|
None
|
|
Grishma
Parekh* |
|
|
None |
|
|
|
|
|
|
*
|
Added as a Voting Member
of the Investment Committee after December 31, 2024. The dollar range of equity securities above reflects beneficial ownership as of September 19,
2025. |
Other
Accounts Managed
The
information below lists the number of other accounts for which each Voting Member was primarily responsible for the day-to-day management
as of the fiscal year ended December 31, 2024, or as otherwise noted.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Philip
M. Tseng |
|
|
Registered
Investment Companies: |
|
|
3 |
|
|
$3,690 |
|
|
1 |
|
|
$3,690
|
|
|
|
|
Other
Pooled Investment Vehicles: |
|
|
34 |
|
|
$
14,962 |
|
|
33 |
|
|
$
14,767 |
|
|
|
|
Other
Accounts: |
|
|
9 |
|
|
$4,700 |
|
|
5 |
|
|
$2,452
|
|
Rob
DiPaolo |
|
|
Registered
Investment Companies: |
|
|
1 |
|
|
$2,785 |
|
|
1 |
|
|
$2,785
|
|
|
|
|
Other
Pooled Investment Vehicles: |
|
|
18 |
|
|
$6,882 |
|
|
17 |
|
|
$6,686
|
|
|
|
|
Other
Accounts: |
|
|
1 |
|
|
$1,000 |
|
|
1 |
|
|
$1,000
|
|
Jason
Mehring |
|
|
Registered
Investment Companies: |
|
|
1 |
|
|
$301 |
|
|
1 |
|
|
$301
|
|
|
|
|
Other
Pooled Investment Vehicles: |
|
|
22 |
|
|
$
13,032 |
|
|
22 |
|
|
$
13,032 |
|
|
|
|
Other
Accounts: |
|
|
9 |
|
|
$4,700 |
|
|
5 |
|
|
$2,452
|
|
Dan
Worrell |
|
|
Registered
Investment Companies: |
|
|
3 |
|
|
$3,690 |
|
|
3 |
|
|
$3,690
|
|
|
|
|
Other
Pooled Investment Vehicles: |
|
|
34 |
|
|
$
14,962 |
|
|
33 |
|
|
$
14,767 |
|
|
|
|
Other
Accounts: |
|
|
9 |
|
|
$4,700 |
|
|
5 |
|
|
$2,452
|
|
Vikas
Keswani* |
|
|
Registered
Investment Companies: |
|
|
0 |
|
|
$0 |
|
|
0 |
|
|
$0
|
|
|
|
|
Other
Pooled Investment Vehicles: |
|
|
0 |
|
|
$0 |
|
|
0 |
|
|
$0
|
|
|
|
|
Other
Accounts: |
|
|
0 |
|
|
$0 |
|
|
0 |
|
|
$0
|
|
Michael
Fenstermacher* |
|
|
Registered
Investment Companies: |
|
|
0 |
|
|
$0 |
|
|
0 |
|
|
$0
|
|
|
|
|
Other
Pooled Investment Vehicles: |
|
|
0 |
|
|
$0 |
|
|
0 |
|
|
$0
|
|
|
|
|
Other
Accounts: |
|
|
0 |
|
|
$0 |
|
|
0 |
|
|
$0
|
|
Grishma
Parekh* |
|
|
Registered
Investment Companies: |
|
|
0 |
|
|
$0 |
|
|
0 |
|
|
$0
|
|
|
|
|
Other
Pooled Investment Vehicles: |
|
|
0 |
|
|
$0 |
|
|
0 |
|
|
$0
|
|
|
|
|
Other
Accounts: |
|
|
0 |
|
|
$0 |
|
|
0 |
|
|
$0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
*
|
Added as a Voting Member
of the Investment Committee after December 31, 2024. The information above reflects other accounts managed as of September 19, 2025.
|
Determination
of Net Asset Value in Connection with Offerings
In
connection with certain offerings of shares of our common stock, our board of directors or an authorized committee thereof may be required
to make the determination that we are not selling shares of our common stock at a price below the then current net asset value of our
common stock at the time at which the sale is made. Our board of directors or an authorized committee thereof will consider the following
factors, among others, in making such determination:
|
• |
the net asset value of
our common stock most recently disclosed by us in the most recent periodic report that we filed with the SEC; |
|
• |
our Advisor’s
assessment of whether any material change in the net asset value of our common stock has occurred (including through the realization of
gains on the sale of our portfolio securities) during the period beginning on the date of the most recently disclosed net asset value
of our common stock and ending as of a time within 48 hours (excluding Sundays and holidays) of the sale of our common stock; and |
|
• |
the magnitude of the
difference between (i) a value that our board of directors or an authorized committee thereof has determined reflects the current (as
of a time within 48 hours, excluding Sundays and holidays) net asset value of our common stock, which is based upon the net asset value
of our common stock disclosed in the most recent periodic report that we filed with the SEC, as adjusted to reflect our Advisor’s
assessment of any material change in the net asset value of our common stock since the date of the most recently disclosed net asset value
of our common stock, and (ii) the offering price of the shares of our common stock in the proposed offering. |
Moreover,
if such a determination is required to be made and to the extent that there is even a remote possibility that we may issue shares of our
common stock at a price below the then current net asset value of our common stock at the time at which the sale is made, our board of
directors will elect either to postpone the offering until such time that there is no longer the possibility of the occurrence of such
event or to undertake to determine the net asset value of our common stock within two days prior to any such sale to ensure that such
sale will not be below our then current net asset value.
These
processes and procedures are part of our compliance policies and procedures. Records will be made contemporaneously with all determinations
described in this section and these records will be maintained with other records that we are required to maintain under the 1940 Act.
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CONTROL
PERSONS AND PRINCIPAL STOCKHOLDERS
To
our knowledge as of September 22, 2025, there were no persons that owned more than 25% of our outstanding voting securities, and no person
would be presumed to control us, as such term is defined in the 1940 Act.
Our
Directors are divided into two groups - interested directors and independent directors. Interested directors are those who are “interested
persons” of the Company, as defined in the 1940 Act.
The
following table sets forth, as of September 22, 2025, certain ownership information with respect to the Company’s shares for those
persons who may, insofar as is known to us, directly or indirectly own, control or hold with the power to vote, 5% or more of our outstanding
common shares and the beneficial ownership of each current Director and executive officers, and the executive officers and Directors as
a group. As of September 22, 2025, all Directors and officers as a group owned less than 1% of the Company’s outstanding common
shares.
Ownership
information for those persons, if any, who own, control or hold the power to vote, 5% or more of our shares is based upon Schedule 13D
or Schedule 13G filings by such persons with the SEC and other information obtained from such persons, if available. Such ownership information
is as of the date of the applicable filing and may no longer be accurate.
Unless
otherwise indicated, we believe that each person set forth in the table below has sole voting and investment power with respect to all
shares of the Company he or she beneficially owns and has the same address as the Company. The Company’s address is 2951 28th Street,
Suite 1000, Santa Monica, California 90405.
|
|
|
|
|
|
|
|
|
|
|
|
5%
or more holders
|
|
|
|
|
|
|
|
|
|
|
None |
|
|
|
|
|
|
|
|
|
|
Interested
Directors
|
|
|
|
|
|
|
|
|
|
|
Common
Stock |
|
|
Philip
Tseng |
|
|
38,587.047 |
|
|
*
|
|
Independent
Directors
|
|
|
|
|
|
|
|
|
|
|
Common
Stock |
|
|
John
R. Baron |
|
|
8,404 |
|
|
*
|
|
Common
Stock |
|
|
Eric
J. Draut |
|
|
55,532 |
|
|
*
|
|
Common
Stock |
|
|
Karen
L. Leets |
|
|
8,000 |
|
|
*
|
|
Common
Stock |
|
|
Andrea
L. Petro |
|
|
11,823 |
|
|
*
|
|
Common
Stock |
|
|
Maureen
K. Usifer |
|
|
23,502 |
|
|
*
|
|
Executive
Officers
|
|
|
|
|
|
|
|
|
|
|
Common
Stock |
|
|
Jason
Mehring |
|
|
22,441.56 |
|
|
*
|
|
Common
Stock |
|
|
Erik
Cuellar |
|
|
250 |
|
|
*
|
|
Common
Stock |
|
|
Charles
C. S. Park |
|
|
— |
|
|
*
|
| Common
Stock |
|
|
Diana
Huffman |
|
|
— |
|
|
* |
| Common
Stock |
|
|
Patrick
Wolfe |
|
|
8,003 |
|
|
* |
| Common
Stock |
|
|
Dan
Worrell |
|
|
33,500 |
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
*
|
Represents less than 1%.
|
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The
following table sets out the dollar range of our equity securities beneficially owned by each of our Directors as of September 19, 2025.
We are not part of a “family of investment companies,” as that term is defined in the 1940 Act.
|
|
|
|
|
|
Interested
Directors
|
|
|
|
|
Philip
Tseng |
|
|
Over
$100,000 |
|
Independent
Directors
|
|
|
|
|
John
R. Baron |
|
|
$50,001
- $100,000 |
|
Eric
J. Draut |
|
|
Over
$100,000 |
|
Karen
L. Leets |
|
|
$50,001
- $100,000 |
|
Andrea
L. Petro |
|
|
$50,001
- $100,000 |
|
Maureen
K. Usifer |
|
|
Over
$100,000 |
|
|
|
|
|
|
(1)
|
Dollar ranges are as follows:
none, $1 - $10,000, $10,001 - $50,000, $50,001 - $100,000, or over $100,000. |
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DIVIDEND
REINVESTMENT PLAN
On
February 27, 2024, the board of directors approved a new dividend reinvestment plan (the “DRIP”) for the Company. The
DRIP was effective as of, and will apply to the reinvestment of cash distributions with a record date after March 18, 2024. Under
the DRIP, stockholders will automatically 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. Notwithstanding
the foregoing, the former shareholders of BCIC that participated in the BCIC dividend reinvestment plan at the time of the 2024 Merger
have been automatically enrolled in the Company’s DRIP and will have their shares reinvested in additional shares of the Company’s
common stock on future distributions, unless they “opt out” of the DRIP.
To
“opt in” or “opt out” of the DRIP, as applicable, shareholders must notify Computershare Trust Company, N.A.,
the plan administrator, in writing at the address provided below so that notice is received by the plan administrator prior to the record
date for a distribution. The plan administrator will then automatically reinvest any dividends in additional shares of our common stock.
The plan administrator will set up an account for shares acquired through the plan for each stockholder who has elected to participate
in the plan and may hold such shares in non-certificated form under the plan administrator’s name or that of its nominee. The number
of shares to be issued to a stockholder participating in the plan will be calculated by reference to all shares of common stock owned
by such stockholder, whether held in such stockholder’s plan account or elsewhere. The plan administrator will confirm to each
participant each acquisition made for such participant pursuant to the plan as soon as practicable after the date thereof; provided all
shares have been purchased. Upon request by a stockholder participating in the plan received in writing no later than the record date,
the plan administrator will, instead of crediting shares to and/or carrying shares in the participant’s account, issue, without
charge to the participant, a Direct Registration Shares (“DRS”) statement registered in the participant’s name for
the number of whole shares of our common stock payable to the participant and a check for any fractional shares less any applicable fees.
Although each participant may from time to time have an undivided fractional interest (computed to six decimal places) in a share of our
common stock, no certificates for a fractional share will be issued. However, dividends and distributions on fractional shares will be
credited to each participant’s account.
The
plan administrator will acquire newly issued shares of our common stock on behalf of participants if, on the distribution payment date,
the closing market price per share of our common stock on the Nasdaq Global Select Market (or if no sale is reported for such date, the
midpoint of the reported bid and asked prices) plus estimated per share fees and brokerage commissions (for these purposes, the “market
price”), is greater than the most recently published net asset value per share of our common stock. The number of newly issued
shares of common stock to be credited to a participant’s account will be determined by dividing the dollar amount of the distribution
otherwise payable to the participant by the greater of (i) the net asset value per share or (ii) 95% of the market price on the distribution
payment date. Unless otherwise instructed by the Company, the plan administrator will acquire common stock on behalf of participants through
open-market purchases if, on the distribution payment date, the market price is less than the most recently published net asset value
per share. In such event, the plan administrator will have until the earlier of the last business day before the next date on which our
common stock trades on an “ex-distribution” basis or 30 days after the distribution payment date (such date, the “last
purchase date”), to invest the distribution amount in common stock acquired in open-market purchases. If shares are purchased in
the open market with respect to a distribution, the number of shares to be credited to a participant’s account shall be determined
by dividing the dollar amount of the cash distribution otherwise payable to the participant by the weighted average market price per share
for all common stock purchased by the plan administrator in the open market. If the plan administrator is unable to invest the full distribution
amount in open-market purchases, or if the market discount shifts to a market premium during the purchase period, the plan administrator
may cease making open-market purchases and may use any uninvested portion to acquire newly-issued shares.
There
will be no brokerage charges to stockholders with respect to shares of common stock issued directly by us. However, each participant will
pay the brokerage commissions incurred in connection with open-market purchases. The plan administrator’s fees and expenses under
the plan will be paid by us. If a participant elects by written notice to the plan administrator to have the plan administrator sell part
or all of the shares held by the plan administrator in the participant’s account and remit the proceeds to the participant, the
plan administrator is authorized to deduct a $2.50 transaction fee plus a $0.15 per share brokerage commissions from the proceeds. If
you have shares held through a broker, you should contact your broker to participate in the plan.
Stockholders
who receive dividends in the form of stock are subject to the same U.S. federal, state and local tax consequences as are stockholders
who elect to receive their dividends in cash. A stockholder’s basis for determining
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gain
or loss upon the sale of stock received in a dividend from us will be equal to the total dollar amount of the dividend payable to the
stockholder. Any stock received in a dividend will have a new holding period for U.S. federal income tax purposes commencing on the day
following the day on which the shares are credited to the U.S. stockholder’s account.
Participants
may terminate their accounts under the plan by notifying the plan administrator via its website at www.computershare.com/investor, by
filling out the transaction request form located at bottom of their statement and sending it to the plan administrator at Computershare
Trust Company, N.A., P.O. Box 43006, Providence, RI 02940-3006 or by calling the plan administrator at (800) 699-1236. Such termination
will be effective immediately if the participant’s notice is received by the plan administrator prior to any distribution record
date; otherwise, such termination will be effective only with respect to any subsequent distribution.
The
plan may be terminated by us upon notice in writing mailed to each participant at least 30 days prior to any record date for the payment
of any dividend by us. All correspondence concerning the plan should be directed to the plan administrator by mail at Wells Fargo Bank,
National Association, P.O. Box 64856, St. Paul, MN 55164-0856 or by telephone at (800) 468-9716.
The
plan administrator will at all times act in good faith and use its best efforts within reasonable limits to ensure its full and timely
performance of all services to be performed by it under the plan and to comply with applicable law, but assumes no responsibility and
shall not be liable for loss or damage due to errors unless such error is caused by the plan administrator’s negligence, bad faith,
or willful misconduct or that of its employees or agents.
For
the year ended December 31, 2024, approximately $2.3 million of cash distributions were reinvested for electing participants
through purchase of shares in the open market in accordance with the terms of the DRIP.
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DESCRIPTION
OF OUR CAPITAL STOCK
The
following description is based on relevant portions of the Delaware General Corporation Law, our charter and bylaws and the 1940 Act.
This summary is not complete, and we refer you to the Delaware General Corporation Law, our charter and bylaws and the 1940 Act for a
more detailed description of the provisions summarized below.
General
Under
the terms of our certificate of incorporation, our authorized stock consists of 200,000,000 shares of common stock, par value $0.001 per
share, and 100,000,000 shares of preferred stock, par value $0.001 per share. We will only offer shares of our common stock under this
prospectus. When we offer shares of our common stock under this prospectus, we will issue an appropriate prospectus supplement. Our common
stock is traded on The Nasdaq Global Select Market under the ticker symbol “TCPC.” There are currently no outstanding options
or warrants to purchase our stock. No stock has been authorized for issuance under any equity compensation plans. Under Delaware law,
our stockholders generally are not personally liable for our debts or obligations.
The
following are our outstanding classes of securities as of September 22, 2025:
|
|
|
|
|
|
|
|
|
|
|
|
Common
Stock |
|
|
200,000,000 |
|
|
— |
|
|
85,031,531 |
|
Preferred
Stock |
|
|
100,000,000 |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
Common
stock
Under
the terms of our certificate of incorporation, holders of common stock are entitled to one vote for each share held on all matters submitted
to a vote of stockholders and do not have cumulative voting rights. Holders of a plurality of the votes of the shares present in person
or represented by proxy at the meeting to elect directors and entitled to vote on the election of directors may elect all of the directors
standing for election. Holders of common
stock are entitled to receive proportionately any dividends declared by our board of directors, subject to any preferential dividend rights
of outstanding preferred stock. Upon
our liquidation, dissolution or winding up, the holders of common stock are entitled to receive ratably our net assets available after
the payment of all debts and other liabilities and subject to the prior rights of any outstanding preferred stock. Holders of common stock
have no preemptive, subscription, redemption or conversion rights. The
rights, preferences and privileges of holders of common stock are subject to the rights of the holders of any series of preferred stock
which we may designate and issue in the future. In addition, holders of our common stock may participate in our dividend reinvestment
plan. Our common stock is junior
to our indebtedness and other liabilities.
Preferred
stock
Under
the terms of our certificate of incorporation, our board of directors is authorized to issue shares of preferred stock in one or more
series without stockholder approval. The board has discretion to determine the rights, preferences, privileges and restrictions, including
voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences of each series of preferred stock.
The 1940 Act limits our flexibility as to certain rights and preferences of the preferred stock that our certificate of incorporation
may provide and requires, among other things, that immediately after issuance and before any distribution is made with respect to common
stock, we meet a coverage ratio of total assets to total senior securities, which include all of our borrowings and our preferred stock,
of at least 150%, and the holders of shares of preferred stock, if any are issued, must be entitled as a class to elect two directors
at all times and to elect a majority of the directors if dividends on the preferred stock are unpaid in an amount equal to two full years
of dividends on the preferred stock until all arrears are cured. The features of the preferred stock will be further limited by the requirements
applicable to regulated investment companies under the Code. The purpose of authorizing our board to issue preferred stock and determine
its rights and preferences is to eliminate delays associated with a stockholder vote on specific issuances. The issuance of preferred
stock, while providing desirable flexibility in connection with providing leverage for our investment program, possible acquisitions and
other corporate purposes, could make it more difficult for a third party to acquire, or could discourage a third party from acquiring,
a majority of our outstanding voting stock.
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Long-Term
Debt
We
are permitted, under specified conditions, to issue multiple classes of indebtedness if our asset coverage ratio, as defined in the 1940
Act, is at least equal to 150% immediately after each such issuance. In addition, while any publicly traded debt securities are outstanding,
we must make provisions to prohibit any distribution to our stockholders or the repurchase of such securities unless we meet the applicable
asset coverage ratios at the time of the distribution or repurchase. We may also borrow amounts up to 5% of the value of our total assets
for temporary or emergency purposes without regard to asset coverage.
Delaware
law and certain charter and bylaw provisions; anti-takeover measures
Our
certificate of incorporation and bylaws, together with the rules of The Nasdaq Global Select Market, provide that:
|
• |
the board of directors be
organized in a single class with all directors standing for election each year |
|
• |
directors may be removed
by the affirmative vote of the holders of 75% of the then outstanding shares of our capital stock entitled to vote; and |
|
• |
subject to the rights
of any holders of preferred stock, any vacancy on the board of directors, however the vacancy occurs, including a vacancy due to an enlargement
of the board, may only be filled by vote of a majority of the directors then in office. |
Our
certificate of incorporation also provides that special meetings of the stockholders may only be called by our board of directors, Chairman,
Vice-Chairman (if any), Chief Executive Officer or President.
Delaware’s
corporation law provides generally that the affirmative vote of a majority of the shares entitled to vote on any matter is required to
amend a corporation’s certificate of incorporation or bylaws, unless a corporation’s certificate of incorporation or bylaws
requires a greater percentage. Our certificate of incorporation permits our board of directors to amend or repeal the by-laws or adopt
new by-laws at any time. Stockholders may amend or repeal the by-laws or adopt new by-laws with the affirmative vote of 80% of the then
outstanding shares.
Limitations
of liability and indemnification
Under
our certificate of incorporation, we fully indemnify any person who was or is involved in any actual or threatened action, suit or proceeding
by reason of the fact that such person is or was one of our directors or officers; provided, however, that, except for proceedings to
enforce rights to indemnification, we will not be obligated to indemnify any director or officer in connection with a proceeding initiated
by such person unless such proceeding was authorized or consented to by our board of directors. So long as we are regulated under the
1940 Act, the above indemnification and limitation of liability is limited by the 1940 Act or by any valid rule, regulation or order of
the SEC thereunder. The 1940 Act provides, among other things, that a company may not indemnify any director or officer against liability
to it or its security holders to which he or she might otherwise be subject by reason of his or her willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his or her office.
Delaware
law also provides that indemnification permitted under the law shall not be deemed exclusive of any other rights to which the directors
and officers may be entitled under the corporation’s bylaws, any agreement, a vote of stockholders or otherwise.
We
have obtained liability insurance for our officers and directors.
Anti-takeover
provisions
Our
certificate of incorporation includes provisions that could have the effect of limiting the ability of other entities or persons to acquire
control of us or to change the composition of our board of directors. This could have the effect of depriving stockholders of an opportunity
to sell their shares at a premium over prevailing market prices by discouraging a third party from seeking to obtain control over us.
Such attempts could have the effect of increasing our expenses and disrupting our normal operation. A director may be removed from office
only for cause by a vote of the holders of at least 75% of the shares then entitled to vote for the election of the respective director.
In
addition, our certificate of incorporation requires the favorable vote of a majority of our board of directors followed by the favorable
vote of the holders of at least 80% of our outstanding shares of each affected class or series, voting separately as a class or series,
to approve, adopt or authorize certain transactions with 10% or greater holders of a class or series of shares and their associates, unless
the transaction has been approved by at least 80% of our directors,
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in
which case “a majority of the outstanding voting securities” (as defined in the 1940 Act) will be required. For purposes
of these provisions, a 10% or greater holder of a class or series of shares, or a principal stockholder, refers to any person who, whether
directly or indirectly and whether alone or together with its affiliates and associates, beneficially owns 10% or more of the outstanding
shares of our voting securities.
The
10% holder transactions subject to these special approval requirements are: the merger or consolidation of us or any subsidiary of ours
with or into any principal stockholder; the issuance of any of our securities to any principal stockholder for cash, except pursuant to
any automatic dividend reinvestment plan; the sale, lease or exchange of all or any substantial part of our assets to any principal stockholder,
except assets having an aggregate fair market value of less than 5% of our total assets, aggregating for the purpose of such computation
all assets sold, leased or exchanged in any series of similar transactions within a twelve-month period; or the sale, lease or exchange
to us or any subsidiary of ours, in exchange for our securities, of any assets of any principal stockholder, except assets having an aggregate
fair market value of less than 5% of our total assets, aggregating for purposes of such computation all assets sold, leased or exchanged
in any series of similar transactions within a twelve-month period.
To
convert us to a closed-end or open-end investment company, to merge or consolidate us with any entity or sell all or substantially all
of our assets to any entity in a transaction as a result of which the governing documents of the surviving entity do not contain substantially
the same anti-takeover provisions as are provided in our certificate of incorporation or to liquidate and dissolve us other than in connection
with a qualifying merger, consolidation or sale of assets or to amend certain of the provisions relating to these matters, our certificate
of incorporation requires either (i) the favorable vote of a majority of our continuing directors followed by the favorable vote of the
holders of a majority of our then outstanding shares of each affected class or series of our shares, voting separately as a class or series
or (ii) the favorable vote of at least 80% of the then outstanding shares of our capital stock, voting together as a single class. As
part of any such conversion to an open-end investment company, substantially all of our investment policies and strategies and portfolio
would have to be modified to assure the degree of portfolio liquidity required for open-end investment companies. In the event of our
conversion to an open-end investment company, the common stock would cease to be listed on any national securities exchange or market
system. Stockholders of an open-end investment company may require the company to redeem their shares at any time, except in certain circumstances
as authorized by or under the 1940 Act, at their net asset value, less such redemption charge, if any, as might be in effect at the time
of a redemption. You should assume that it is not likely that our board of directors would vote to convert us to an open-end fund.
The
1940 Act defines “a majority of the outstanding voting securities” as the lesser of a majority of the outstanding shares
and 67% of a quorum of a majority of the outstanding shares. For the purposes of calculating “a majority of the outstanding voting
securities” under our certificate of incorporation, each class and series of our shares will vote together as a single class, except
to the extent required by the 1940 Act or our certificate of incorporation, with respect to any class or series of shares. If a separate
class vote is required, the applicable proportion of shares of the class or series, voting as a separate class or series, also will be
required.
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OF CONTENTS
DESCRIPTION
OF OUR PREFERRED STOCK
In
addition to shares of common stock, our charter authorizes the issuance of preferred stock. If we offer preferred stock under this prospectus,
we will issue an appropriate prospectus supplement. We may issue preferred stock from time to time in one or more series, without stockholder
approval. Our board of directors is authorized to fix for any series of preferred stock the number of shares of such series and the designation,
relative powers, preferences and rights, and the qualifications, limitations, or restrictions of such series; except that, such an issuance
must adhere to the requirements of the 1940 Act, Delaware law and any other limitations imposed by law.
The
1940 Act requires, among other things, that (1) immediately after issuance and before any distribution is made with respect to common
stock, the liquidation preference of the preferred stock, together with all other senior securities, must not exceed an amount equal to
66 2/3% of our total assets (taking into account such distribution) and (2) the holders of shares of preferred stock, if any are issued,
must be entitled as a class to elect two directors at all times and to elect a majority of the directors if dividends on the preferred
stock are in arrears by two years or more.
For
any series of preferred stock that we may issue, our board of directors will determine and the prospectus supplement relating to such
series will describe:
|
• |
the designation and number
of shares of such series; |
|
• |
the
rate and time at which, and the preferences and conditions under which, any dividends will be paid on shares of such series, the cumulative
nature of such dividends and whether such dividends have any participating feature; |
|
• |
any provisions relating
to convertibility or exchangeability of the shares of such series; |
|
• |
the
rights and preferences, if any, of holders of shares of such series upon our liquidation, dissolution or winding up of our affairs;
|
|
• |
the
voting powers of the holders of shares of such series; |
|
• |
any provisions relating
to the redemption of the shares of such series; |
|
• |
any
limitations on our ability to pay dividends or make distributions on, or acquire or redeem, other securities while shares of such series
are outstanding; |
|
• |
any
conditions or restrictions on our ability to issue additional shares of such series or other securities; |
|
• |
if applicable, a discussion
of certain U.S. Federal income tax considerations; and |
|
• |
any other relative power,
preferences and participating, optional or special rights of shares of such series, and the qualifications, limitations or restrictions
thereof. |
All
shares of preferred stock that we may issue will be identical and of equal rank except as to the particular terms thereof that may be
fixed by our board of directors, and all shares of each series of preferred stock will be identical and of equal rank except as to the
dates from which cumulative dividends thereon will be cumulative.
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DESCRIPTION
OF OUR DEBT SECURITIES
We
currently have $325.0 million
in senior unsecured notes issued by the Company maturing in 2026, and $325.0 million
in unsecured notes issued by the Company maturing in 2029. The specific terms of each series of debt securities will be described in the
particular prospectus supplement relating to that series. The prospectus supplement may or may not modify the general terms found in this
prospectus and will be filed with the SEC. For a complete description of the terms of a particular series of debt securities, you should
read both this prospectus and the prospectus supplement relating to that particular series. The description below is a summary with respect
to future debt securities we may issue and not a summary of our existing debt securities.
We
may issue additional debt securities in one or more series in the future which, if publicly offered, will be under an indenture to be
entered into between us and a trustee. The specific terms of each series of debt securities we publicly offer will be described in the
particular prospectus supplement relating to that series. The prospectus supplement may or may not modify the general terms found in this
prospectus and will be filed with the SEC. For a complete description of the terms of a particular series of debt securities, you should
read both this prospectus and the prospectus supplement relating to that particular series. The description below is a summary with respect
to future debt securities we may issue.
As
required by federal law for all bonds and notes of companies that are publicly offered, the debt securities are governed by a document
called an “indenture.” The indenture is subject to and governed by the Trust Indenture Act of 1939, as amended. The trustee
has two main roles. First, the trustee can enforce your rights against us if we default. There are some limitations on the extent to which
the trustee acts on your behalf, described in the second paragraph under “Events of Default - Remedies if an Event of Default Occurs.”
Second, the trustee performs certain administrative duties for us.
This
section includes a description of the material terms and provisions of the indenture. Because this section is a summary, however, it does
not describe every aspect of the debt securities and the indenture. We urge you to read the indenture because it, and not this description,
defines your rights as a holder of debt securities. We will file a supplemental indenture with the SEC in connection with any debt offering,
at which time the supplemental indenture would be publicly available and the applicable prospectus supplement for such debt offering will
define the material terms and provisions of such supplemental indenture. We have filed the form of the indenture with the SEC. See “Incorporation
by Reference” and “Additional Information” for information on how to obtain a copy of the indenture.
The
prospectus supplement, which will accompany this prospectus, will describe the particular series of debt securities being offered by including:
|
• |
the designation or title
of the series of debt securities; |
|
• |
the total principal amount
of the series of debt securities; |
|
• |
the percentage of the principal
amount at which the series of debt securities will be offered; |
|
• |
the date or dates on which
principal will be payable; |
|
• |
the rate or rates (which
may be either fixed or variable) and/or the method of determining such rate or rates of interest, if any; |
|
• |
the date or dates from
which any interest will accrue, or the method of determining such date or dates, and the date or dates on which any interest will be payable;
|
|
• |
the terms for redemption,
extension or early repayment, if any; |
|
• |
the currencies in which
the series of debt securities are issued and payable; |
|
• |
whether the amount of
payments of principal, premium or interest, if any, on a series of debt securities will be determined with reference to an index, formula
or other method (which could be based on one or more currencies, commodities, equity indices or other indices) and how these amounts will
be determined; |
|
• |
the place or places,
if any, other than or in addition to The City of New York, of payment, transfer, conversion and/or exchange of the debt securities; |
|
• |
the denominations in which
the offered debt securities will be issued; |
|
• |
the provision for any sinking
fund; |
|
• |
any restrictive covenants;
|
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|
• |
whether the series of debt
securities are issuable in certificated form; |
|
• |
any provisions for defeasance
or covenant defeasance; |
|
• |
any special federal income
tax implications, including, if applicable, federal income tax considerations relating to original issue discount; |
|
• |
whether and under what
circumstances we will pay additional amounts in respect of any tax, assessment or governmental charge and, if so, whether we will have
the option to redeem the debt securities rather than pay the additional amounts (and the terms of this option); |
|
• |
any provisions for convertibility
or exchangeability of the debt securities into or for any other securities; |
|
• |
whether the debt securities
are subject to subordination and the terms of such subordination; |
|
• |
the listing, if any, on
a securities exchange; and |
The
debt securities may be secured or unsecured obligations. Under the provisions of the 1940 Act, we are permitted, as a BDC, to issue debt
only in amounts such that our asset coverage, as defined in the 1940 Act, equals at least 150% after each issuance of debt. Unless the
prospectus supplement states otherwise, principal (and premium, if any) and interest, if any, will be paid by us in immediately available
funds.
General
The
indenture provides that any debt securities proposed to be sold under this prospectus and the attached prospectus supplement (“offered
debt securities”) and any debt securities issuable upon the exercise of warrants or upon conversion or exchange of other offered
securities (“underlying debt securities”), may be issued under the indenture in one or more series.
For
purposes of this prospectus, any reference to the payment of principal of or premium or interest, if any, on debt securities will include
additional amounts if required by the terms of the debt securities.
The
indenture limits the amount of debt securities that may be issued thereunder from time to time. Debt securities issued under the indenture,
when a single trustee is acting for all debt securities issued under the indenture, are called the “indenture securities.”
The indenture also provides that there may be more than one trustee thereunder, each with respect to one or more different series of indenture
securities. See “Resignation of Trustee” below. At a time when two or more trustees are acting under the indenture, each
with respect to only certain series, the term “indenture securities” means the one or more series of debt securities with
respect to which each respective trustee is acting. In the event that there is more than one trustee under the indenture, the powers and
trust obligations of each trustee described in this prospectus will extend only to the one or more series of indenture securities for
which it is trustee. If two or more trustees are acting under the indenture, then the indenture securities for which each trustee is acting
would be treated as if issued under separate indentures.
The
indenture does not contain any provisions that give you protection in the event we issue a large amount of debt.
We
refer you to the prospectus supplement for information with respect to any deletions from, modifications of or additions to the Events
of Default or our covenants that are described below, including any addition of a covenant or other provision providing event risk or
similar protection.
We
have the ability to issue indenture securities with terms different from those of indenture securities previously issued and, without
the consent of the holders thereof, to reopen a previous issue of a series of indenture securities and issue additional indenture securities
of that series unless the reopening was restricted when that series was created.
Conversion
and Exchange
If
any debt securities are convertible into or exchangeable for other securities, the prospectus supplement will explain the terms and conditions
of the conversion or exchange, including the conversion price or exchange ratio (or the calculation method), the conversion or exchange
period (or how the period will be determined), if conversion or exchange will be mandatory or at the option of the holder or us, provisions
for adjusting the conversion price or the exchange ratio and provisions affecting conversion or exchange in the event of the redemption
of the underlying debt
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securities.
These terms may also include provisions under which the number or amount of other securities to be received by the holders of the debt
securities upon conversion or exchange would be calculated according to the market price of the other securities as of a time stated in
the prospectus supplement.
Issuance
of Securities in Registered Form
We
may issue the debt securities in registered form, in which case we may issue them either in book-entry form only or in “certificated”
form. Debt securities issued in book-entry form will be represented by global securities. We expect that we will usually issue debt securities
in book-entry only form represented by global securities.
Book-Entry
Holders
We
will issue registered debt securities in book-entry form only, unless we specify otherwise in the applicable prospectus supplement. This
means debt securities will be represented by one or more global securities registered in the name of a depositary that will hold them
on behalf of financial institutions that participate in the depositary’s book-entry system. These participating institutions, in
turn, hold beneficial interests in the debt securities held by the depositary or its nominee. These institutions may hold these interests
on behalf of themselves or customers.
Under
the indenture, only the person in whose name a debt security is registered is recognized as the holder of that debt security. Consequently,
for debt securities issued in book-entry form, we will recognize only the depositary as the holder of the debt securities and we will
make all payments on the debt securities to the depositary. The depositary will then pass along the payments it receives to its participants,
which in turn will pass the payments along to their customers who are the beneficial owners. The depositary and its participants do so
under agreements they have made with one another or with their customers; they are not obligated to do so under the terms of the debt
securities.
As
a result, investors will not own debt securities directly. Instead, they will own beneficial interests in a global security, through a
bank, broker or other financial institution that participates in the depositary’s book-entry system or holds an interest through
a participant. As long as the debt securities are represented by one or more global securities, investors will be indirect holders, and
not holders, of the debt securities.
Street
Name Holders
In
the future, we may issue debt securities in certificated form or terminate a global security. In these cases, investors may choose to
hold their debt securities in their own names or in “street name.” Debt securities held in street name are registered in
the name of a bank, broker or other financial institution chosen by the investor, and the investor would hold a beneficial interest in
those debt securities through the account he or she maintains at that institution.
For
debt securities held in street name, we will recognize only the intermediary banks, brokers and other financial institutions in whose
names the debt securities are registered as the holders of those debt securities and we will make all payments on those debt securities
to them. These institutions will pass along the payments they receive to their customers who are the beneficial owners, but only because
they agree to do so in their customer agreements or because they are legally required to do so. Investors who hold debt securities in
street name will be indirect holders, and not holders, of the debt securities.
Legal
Holders
Our
obligations, as well as the obligations of the applicable trustee and those of any third parties employed by us or the applicable trustee,
run only to the legal holders of the debt securities. We do not have obligations to investors who hold beneficial interests in global
securities, in street name or by any other indirect means. This will be the case whether an investor chooses to be an indirect holder
of a debt security or has no choice because we are issuing the debt securities only in book-entry form.
For
example, once we make a payment or give a notice to the holder, we have no further responsibility for the payment or notice even if that
holder is required, under agreements with depositary participants or customers or by law, to pass it along to the indirect holders but
does not do so. Similarly, if we want to obtain the approval of the holders for any purpose (for example, to amend an indenture or to
relieve us of the consequences of a default or of our obligation to comply with a particular provision of an indenture), we would seek
the approval only from the holders, and not the indirect holders, of the debt securities. Whether and how the holders contact the indirect
holders is up to the holders.
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When
we refer to you, we mean those who invest in the debt securities being offered by this prospectus, whether they are the holders or only
indirect holders of those debt securities. When we refer to your debt securities, we mean the debt securities in which you hold a direct
or indirect interest.
Special
Considerations for Indirect Holders
If
you hold debt securities through a bank, broker or other financial institution, either in book-entry form or in street name, we urge you
to check with that institution to find out:
|
• |
how it handles securities
payments and notices, |
|
• |
whether it imposes fees
or charges, |
|
• |
how it would handle a request
for the holders’ consent, if ever required, |
|
• |
whether and how you can
instruct it to send you debt securities registered in your own name so you can be a holder, if that is permitted in the future for a particular
series of debt securities, |
|
• |
how it would exercise
rights under the debt securities if there were a default or other event triggering the need for holders to act to protect their interests,
and |
|
• |
if the debt securities
are in book-entry form, how the depositary’s rules and procedures will affect these matters. |
Global
Securities
As
noted above, we usually will issue debt securities as registered securities in book-entry form only. A global security represents one
or any other number of individual debt securities. Generally, all debt securities represented by the same global securities will have
the same terms.
Each
debt security issued in book-entry form will be represented by a global security that we deposit with and register in the name of a financial
institution or its nominee that we select. The Depository Trust Company (“DTC”), New York, NY, will act as securities depository
for the debt securities. The debt securities will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s
partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered certificate will
be issued for the debt securities, in the aggregate principal amount of such issue, and will be deposited with DTC. If, however, the aggregate
principal amount of any issue exceeds $500 million, one certificate will be issued with respect to each $500 million of principal
amount, and an additional certificate will be issued with respect to any remaining principal amount of such issue.
DTC,
the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking
organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation”
within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions
of Section 17A of the Exchange Act. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S.
equity, corporate and municipal debt issues, and money market instruments from over 100 countries that DTC’s participants (“Direct
Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities
transactions in deposited securities through electronic computerized book-entry transfers and pledges between Direct Participants’
accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S.
securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned
subsidiary of The Depository Trust & Clearing Corporation (“DTCC”).
DTCC
is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered
clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such
as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain
a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has a Standard
& Poor’s rating of AA+. The DTC Rules applicable to its Participants are on file with the SEC. More information about DTC can
be found at www.dtcc.com.
Purchases
of debt securities under the DTC system must be made by or through Direct Participants, which will receive a credit for the debt securities
on DTC’s records. The ownership interest of each actual purchaser of each
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security
(“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners
will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations
providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through
which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the debt securities are to be accomplished
by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive
certificates representing their ownership interests in debt securities, except in the event that use of the book-entry system for the
debt securities is discontinued.
To
facilitate subsequent transfers, all debt securities deposited by Direct Participants with DTC are registered in the name of DTC’s
partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of debt
securities with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial
ownership. DTC has no knowledge of the actual Beneficial Owners of the debt securities; DTC’s records reflect only the identity
of the Direct Participants to whose accounts such debt securities are credited, which may or may not be the Beneficial Owners. The Direct
and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.
Conveyance
of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants
and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements
as may be in effect from time to time.
Redemption
notices shall be sent to DTC. If less than all of the debt securities within an issue are being redeemed, DTC’s practice is to
determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed.
Neither
DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the debt securities unless authorized by a Direct
Participant in accordance with DTC’s Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to us as soon as possible
after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose
accounts the debt securities are credited on the record date (identified in a listing attached to the Omnibus Proxy).
Redemption
proceeds, distributions, and dividend payments on the debt securities will be made to Cede & Co., or such other nominee as may be
requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s
receipt of funds and corresponding detail information from us or the trustee on the payment date in accordance with their respective holdings
shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices,
as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will
be the responsibility of such Participant and not of DTC or its nominee, the trustee, or us, subject to any statutory or regulatory requirements
as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such
other nominee as may be requested by an authorized representative of DTC) is the responsibility of us or the trustee, but disbursement
of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners
will be the responsibility of Direct and Indirect Participants.
DTC
may discontinue providing its services as depository with respect to the debt securities at any time by giving reasonable notice to us
or the trustee. Under such circumstances, in the event that a successor depository is not obtained, certificates are required to be printed
and delivered. We may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository).
In that event, certificates will be printed and delivered to DTC.
The
information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that we believe to be reliable,
but we take no responsibility for the accuracy thereof.
A
global security may not be transferred to or registered in the name of anyone other than the depositary or its nominee, unless special
termination situations arise. We describe those situations below under “Special Situations when a Global Security Will Be Terminated”.
As a result of these arrangements, the depositary, or its nominee, will be the sole registered owner and holder of all debt securities
represented by a global security, and investors will be permitted to own only beneficial interests in a global security. Beneficial interests
must be held by means of an account with a broker, bank or other financial institution that in turn has an account with the depositary
or with another institution that has an account with the depositary. Thus, an investor whose security is represented by a global security
will not be a holder of the debt security, but only an indirect holder of a beneficial interest in the global security.
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Special
Considerations for Global Securities
As
an indirect holder, an investor’s rights relating to a global security will be governed by the account rules of the investor’s
financial institution and of the depositary, as well as general laws relating to securities transfers. The depositary that holds the global
security will be considered the holder of the debt securities represented by the global security.
If
debt securities are issued only in the form of a global security, an investor should be aware of the following:
|
• |
An investor cannot cause
the debt securities to be registered in his or her name, and cannot obtain certificates for his or her interest in the debt securities,
except in the special situations we describe below. |
|
• |
An investor will be an
indirect holder and must look to his or her own bank or broker for payments on the debt securities and protection of his or her legal
rights relating to the debt securities, as we describe under “Issuance of Securities in Registered Form” above. |
|
• |
An investor may not be
able to sell interests in the debt securities to some insurance companies and other institutions that are required by law to own their
securities in non-book-entry form. |
|
• |
An investor may not be
able to pledge his or her interest in a global security in circumstances where certificates representing the debt securities must be delivered
to the lender or other beneficiary of the pledge in order for the pledge to be effective. |
|
• |
The depositary’s
policies, which may change from time to time, will govern payments, transfers, exchanges and other matters relating to an investor’s
interest in a global security. We and the trustee have no responsibility for any aspect of the depositary’s actions or for its
records of ownership interests in a global security. We and the trustee also do not supervise the depositary in any way. |
|
• |
If we redeem less than
all the debt securities of a particular series being redeemed, DTC’s practice is to determine by lot the amount to be redeemed
from each of its participants holding that series. |
|
• |
An investor is required
to give notice of exercise of any option to elect repayment of its debt securities, through its participant, to the applicable trustee
and to deliver the related debt securities by causing its participant to transfer its interest in those debt securities, on DTC’s
records, to the applicable trustee. |
|
• |
DTC requires that those
who purchase and sell interests in a global security deposited in its book-entry system use immediately available funds. Your broker or
bank may also require you to use immediately available funds when purchasing or selling interests in a global security. |
|
• |
Financial institutions
that participate in the depositary’s book-entry system, and through which an investor holds its interest in a global security,
may also have their own policies affecting payments, notices and other matters relating to the debt securities. There may be more than
one financial intermediary in the chain of ownership for an investor. We do not monitor and are not responsible for the actions of any
of those intermediaries. |
Special
Situations when a Global Security will be Terminated
In
a few special situations described below, a global security will be terminated and interests in it will be exchanged for certificates
in non-book-entry form (certificated securities). After that exchange, the choice of whether to hold the certificated debt securities
directly or in street name will be up to the investor. Investors must consult their own banks or brokers to find out how to have their
interests in a global security transferred on termination to their own names, so that they will be holders. We have described the rights
of legal holders and street name investors under “Issuance of Securities in Registered Form” above.
The
special situations for termination of a global security are as follows:
|
• |
if the depositary notifies
us that it is unwilling, unable or no longer qualified to continue as depositary for that global security, and we do not appoint another
institution to act as depositary within 60 days, |
|
• |
if we notify the trustee
that we wish to terminate that global security, or |
|
• |
if an event of default
has occurred with regard to the debt securities represented by that global security and has not been cured or waived; we discuss defaults
later under “Events of Default.” |
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The
prospectus supplement may list situations for terminating a global security that would apply only to the particular series of debt securities
covered by the prospectus supplement. If a global security is terminated, only the depositary, and not we or the applicable trustee, is
responsible for deciding the names of the institutions in whose names the debt securities represented by the global security will be registered
and, therefore, who will be the holders of those debt securities.
Payment
and Paying Agents
We
will pay interest to the person listed in the applicable trustee’s records as the owner of the debt security at the close of business
on a particular day in advance of each due date for interest, even if that person no longer owns the debt security on the interest due
date. That day, usually about two weeks in advance of the interest due date, is called the “record date.” Because we will
pay all the interest for an interest period to the holders on the record date, holders buying and selling debt securities must work out
between themselves the appropriate purchase price. The most common manner is to adjust the sales price of the debt securities to prorate
interest fairly between buyer and seller based on their respective ownership periods within the particular interest period. This prorated
interest amount is called “accrued interest.”
Payments
on Global Securities
We
will make payments on a global security in accordance with the applicable policies of the depositary as in effect from time to time. Under
those policies, we will make payments directly to the depositary, or its nominee, and not to any indirect holders who own beneficial interests
in the global security. An indirect holder’s right to those payments will be governed by the rules and practices of the depositary
and its participants, as described under “- Special Considerations for Global Securities.”
Payments
on Certificated Securities
We
will make payments on a certificated debt security as follows. We will pay interest that is due on an interest payment date by check mailed
on the interest payment date to the holder at his or her address shown on the trustee’s records as of the close of business on
the regular record date. We will make all payments of principal and premium, if any, by check at the office of the applicable trustee
in New York, NY and/or at other offices that may be specified in the prospectus supplement or in a notice to holders against surrender
of the debt security.
Alternatively,
if the holder asks us to do so, we will pay any amount that becomes due on the debt security by wire transfer of immediately available
funds to an account at a bank in New York City, on the due date. To request payment by wire, the holder must give the applicable trustee
or other paying agent appropriate transfer instructions at least 15 business days before the requested wire payment is due. In the case
of any interest payment due on an interest payment date, the instructions must be given by the person who is the holder on the relevant
regular record date. Any wire instructions, once properly given, will remain in effect unless and until new instructions are given in
the manner described above.
Payment
When Offices Are Closed
If
any payment is due on a debt security on a day that is not a business day, we will make the payment on the next day that is a business
day. Payments made on the next business day in this situation will be treated under the indenture as if they were made on the original
due date, except as otherwise indicated in the attached prospectus supplement. Such payment will not result in a default under any debt
security or the indenture, and no interest will accrue on the payment amount from the original due date to the next day that is a business
day.
Book-entry
and other indirect holders should consult their banks or brokers for information on how they will receive payments on their debt securities.
Events
of Default
You
will have rights if an Event of Default occurs in respect of the debt securities of your series and is not cured, as described later in
this subsection.
The
term “Event of Default” in respect of the debt securities of your series means any of the following:
|
• |
We do not pay the principal
of, or any premium on, a debt security of the series on its due date. |
|
• |
We do not pay interest on
a debt security of the series within 30 days of its due date. |
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|
• |
We do not deposit any sinking
fund payment in respect of debt securities of the series on its due date. |
|
• |
We remain in breach of
a covenant in respect of debt securities of the series for 90 days after we receive a written notice of default stating we are in breach.
The notice must be sent by either the trustee or holders of at least 25% of the principal amount of debt securities of the series. |
|
• |
We file for bankruptcy or
certain other events of bankruptcy, insolvency or reorganization occur. |
|
• |
Any other Event of Default
in respect of debt securities of the series described in the prospectus supplement occurs. |
An
Event of Default for a particular series of debt securities does not necessarily constitute an Event of Default for any other series of
debt securities issued under the same or any other indenture. The trustee may withhold notice to the holders of debt securities of any
default, except in the payment of principal, premium or interest, if it considers the withholding of notice to be in the best interests
of the holders.
Remedies
if an Event of Default Occurs
If
an Event of Default has occurred and has not been cured, the trustee or the holders of at least 25% in principal amount of the debt securities
of the affected series may declare the entire principal amount of all the debt securities of that series to be due and immediately payable.
This is called a declaration of acceleration of maturity. A declaration of acceleration of maturity may be canceled by the holders of
a majority in principal amount of the debt securities of the affected series under certain circumstances.
Except
in cases of default, where the trustee has some special duties, the trustee is not required to take any action under the indenture at
the request of any holders unless the holders offer the trustee reasonable protection from expenses and liability (called an “indemnity”).
(Section 315 of the Trust Indenture Act of 1939) If reasonable indemnity is provided, the holders of a majority in principal amount
of the outstanding debt securities of the relevant series may direct the time, method and place of conducting any lawsuit or other formal
legal action seeking any remedy available to the trustee. The trustee may refuse to follow those directions in certain circumstances.
No delay or omission in exercising any right or remedy will be treated as a waiver of that right, remedy or Event of Default.
Before
you are allowed to bypass your trustee and bring your own lawsuit or other formal legal action or take other steps to enforce your rights
or protect your interests relating to the debt securities, the following must occur:
|
• |
You must give your trustee
written notice that an Event of Default has occurred and remains uncured. |
|
• |
The holders of at least
25% in principal amount of all outstanding debt securities of the relevant series must make a written request that the trustee take action
because of the default and must offer reasonable indemnity to the trustee against the cost and other liabilities of taking that action.
|
|
• |
The trustee must not have
taken action for 60 days after receipt of the above notice and offer of indemnity. |
|
• |
The holders of a majority
in principal amount of the debt securities must not have given the trustee a direction inconsistent with the above notice during that
60-day period. |
|
• |
However, you are entitled
at any time to bring a lawsuit for the payment of money due on your debt securities on or after the due date. |
|
• |
Holders of a majority
in principal amount of the debt securities of the affected series may waive any past defaults other than: |
|
• |
the payment of principal,
any premium or interest or |
|
• |
in respect of a covenant
that cannot be modified or amended without the consent of each holder. |
Book-entry
and other indirect holders should consult their banks or brokers for information on how to give notice or direction to or make a request
of the trustee and how to declare or cancel an acceleration of maturity.
Each
year, we will furnish to each trustee a written statement of certain of our officers certifying that to their knowledge we are in compliance
with the indenture and the debt securities or else specifying any default.
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Merger
or Consolidation
Under
the terms of the indenture, we are generally permitted to consolidate or merge with another entity. We are also permitted to sell all
or substantially all of our assets to another entity. However, we may not take any of these actions unless all the following conditions
are met:
|
• |
Where we merge out of
existence or sell our assets, the resulting entity must agree to be legally responsible for our obligations under the debt securities.
|
|
• |
The merger or sale of
assets must not cause a default on the debt securities and we must not already be in default (unless the merger or sale would cure the
default). For purposes of this no-default test, a default would include an Event of Default that has occurred and has not been cured,
as described under “Events of Default” above. A default for this purpose would also include any event that would be an Event
of Default if the requirements for giving us a notice of default or our default having to exist for a specific period of time were disregarded.
|
|
• |
Under the indenture,
no merger or sale of assets may be made if as a result any of our property or assets or any property or assets of one of our subsidiaries,
if any, would become subject to any mortgage, lien or other encumbrance unless either (i) the mortgage, lien or other encumbrance could
be created pursuant to the limitation on liens covenant in the indenture without equally and ratably securing the indenture securities
or (ii) the indenture securities are secured equally and ratably with or prior to the debt secured by the mortgage, lien or other encumbrance.
|
|
• |
We must deliver certain
certificates and documents to the trustee. |
|
• |
We must satisfy any other
requirements specified in the prospectus supplement relating to a particular series of debt securities. |
Modification
or Waiver
There
are three types of changes we can make to the indenture and the debt securities issued thereunder.
Changes
Requiring Your Approval
First,
there are changes that we cannot make to your debt securities without your specific approval. The following is a list of those types of
changes:
|
• |
change the stated maturity
of the principal of, or interest on, a debt security; |
|
• |
reduce any amounts due on
a debt security; |
|
• |
reduce the amount of principal
payable upon acceleration of the maturity of a security following a default; |
|
• |
adversely affect any right
of repayment at the holder’s option; |
|
• |
change the place (except
as otherwise described in the prospectus or prospectus supplement) or currency of payment on a debt security; |
|
• |
impair your right to sue
for payment; |
|
• |
adversely affect any right
to convert or exchange a debt security in accordance with its terms; |
|
• |
modify the subordination
provisions in the indenture in a manner that is adverse to holders of the debt securities; |
|
• |
reduce the percentage
of holders of debt securities whose consent is needed to modify or amend the indenture; |
|
• |
reduce the percentage
of holders of debt securities whose consent is needed to waive compliance with certain provisions of the indenture or to waive certain
defaults; |
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• |
modify any other aspect
of the provisions of the indenture dealing with supplemental indentures, modification and waiver of past defaults, changes to the quorum
or voting requirements or the waiver of certain covenants; and |
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• |
change any obligation we
have to pay additional amounts. |
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Changes
Not Requiring Approval
The
second type of change does not require any vote by the holders of the debt securities. This type is limited to clarifications and certain
other changes that would not adversely affect holders of the outstanding debt securities in any material respect. We also do not need
any approval to make any change that affects only debt securities to be issued under the indenture after the change takes effect.
Changes
Requiring Majority Approval
Any
other change to the indenture and the debt securities would require the following approval:
|
• |
If the change affects
only one series of debt securities, it must be approved by the holders of a majority in principal amount of that series. |
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• |
If the change affects
more than one series of debt securities issued under the same indenture, it must be approved by the holders of a majority in principal
amount of all of the series affected by the change, with all affected series voting together as one class for this purpose. |
In
each case, the required approval must be given by written consent.
The
holders of a majority in principal amount of all of the series of debt securities issued under an indenture, voting together as one class
for this purpose, may waive our compliance with some of our covenants in that indenture. However, we cannot obtain a waiver of a payment
default or of any of the matters covered by the bullet points included above under “- Changes Requiring Your Approval.”
Further
Details Concerning Voting
When
taking a vote, we will use the following rules to decide how much principal to attribute to a debt security:
|
• |
For original issue discount
securities, we will use the principal amount that would be due and payable on the voting date if the maturity of these debt securities
were accelerated to that date because of a default. |
|
• |
For debt securities whose
principal amount is not known (for example, because it is based on an index), we will use a special rule for that debt security described
in the prospectus supplement. |
|
• |
For debt securities denominated
in one or more foreign currencies, we will use the U.S. dollar equivalent. |
Debt
securities will not be considered outstanding, and therefore not eligible to vote, if we have deposited or set aside in trust money for
their payment or redemption. Debt securities will also not be eligible to vote if they have been fully defeased as described later under
“Defeasance - Full Defeasance.”
We
will generally be entitled to set any day as a record date for the purpose of determining the holders of outstanding indenture securities
that are entitled to vote or take other action under the indenture. If we set a record date for a vote or other action to be taken by
holders of one or more series, that vote or action may be taken only by persons who are holders of outstanding indenture securities of
those series on the record date and must be taken within eleven months following the record date.
Book-entry
and other indirect holders should consult their banks or brokers for information on how approval may be granted or denied if we seek to
change the indenture or the debt securities or request a waiver.
Defeasance
The
following provisions will be applicable to each series of debt securities unless we state in the applicable prospectus supplement that
the provisions of covenant defeasance and full defeasance will not be applicable to that series.
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Covenant
Defeasance
Under
current United States federal tax law, we can make the deposit described below and be released from some of the restrictive covenants
in the indenture under which the particular series was issued. This is called “covenant defeasance.” In that event, you
would lose the protection of those restrictive covenants but would gain the protection of having money and government securities set aside
in trust to repay your debt securities. In order to achieve covenant defeasance, we must do the following:
|
• |
If the debt securities
of the particular series are denominated in U.S. dollars, we must deposit in trust for the benefit of all holders of such debt securities
a combination of money and United States government or United States government agency notes or bonds that will generate enough cash to
make interest, principal and any other payments on the debt securities on their various due dates. |
|
• |
We must deliver to the
trustee a legal opinion of our counsel confirming that, under current United States federal income tax law, we may make the above deposit
without causing you to be taxed on the debt securities any differently than if we did not make the deposit and just repaid the debt securities
ourselves at maturity. |
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• |
We must deliver to the
trustee a legal opinion of our counsel stating that the above deposit does not require registration by us under the 1940 Act, as amended,
and a legal opinion and officers’ certificate stating that all conditions precedent to covenant defeasance have been complied with.
|
Full
Defeasance
If
there is a change in United States federal tax law, as described below, we can legally release ourselves from all payment and other obligations
on the debt securities of a particular series (called “full defeasance”) if we put in place the following other arrangements
for you to be repaid:
|
• |
If the debt securities
of the particular series are denominated in U.S. dollars, we must deposit in trust for the benefit of all holders of such debt securities
a combination of money and United States government or United States government agency notes or bonds that will generate enough cash to
make interest, principal and any other payments on the debt securities on their various due dates. |
|
• |
We must deliver to the
trustee a legal opinion confirming that there has been a change in current United States federal tax law or an IRS ruling that allows
us to make the above deposit without causing you to be taxed on the debt securities any differently than if we did not make the deposit
and just repaid the debt securities ourselves at maturity. Under current United States federal tax law, the deposit and our legal release
from the debt securities would be treated as though we paid you your share of the cash and notes or bonds at the time the cash and notes
or bonds were deposited in trust in exchange for your debt securities and you would recognize gain or loss on the debt securities at the
time of the deposit. |
|
• |
We must deliver to the
trustee a legal opinion of our counsel stating that the above deposit does not require registration by us under the 1940 Act, as amended,
and a legal opinion and officers’ certificate stating that all conditions precedent to defeasance have been complied with. |
Form,
Exchange and Transfer of Certificated Registered Securities
If
registered debt securities cease to be issued in book-entry form, they will be issued:
|
• |
only in fully registered
certificated form, and |
|
• |
unless we indicate otherwise
in the prospectus supplement, in denominations of $1,000 and amounts that are multiples of $1,000. |
Holders
may exchange their certificated securities for debt securities of smaller denominations or combined into fewer debt securities of larger
denominations, as long as the total principal amount is not changed.
Holders
may exchange or transfer their certificated securities at the office of their trustee. We have appointed the trustee to act as our agent
for registering debt securities in the names of holders transferring debt securities. We may appoint another entity to perform these functions
or perform them ourselves.
Holders
will not be required to pay a service charge to transfer or exchange their certificated securities, but they may be required to pay any
tax or other governmental charge associated with the transfer or exchange. The transfer or exchange will be made only if our transfer
agent is satisfied with the holder’s proof of legal ownership.
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If
we have designated additional transfer agents for your debt security, they will be named in your prospectus supplement. We may appoint
additional transfer agents or cancel the appointment of any particular transfer agent. We may also approve a change in the office through
which any transfer agent acts.
If
any certificated securities of a particular series are redeemable and we redeem less than all the debt securities of that series, we may
block the transfer or exchange of those debt securities during the period beginning 15 days before the day we mail the notice of redemption
and ending on the day of that mailing, in order to freeze the list of holders to prepare the mailing. We may also refuse to register transfers
or exchanges of any certificated securities selected for redemption, except that we will continue to permit transfers and exchanges of
the unredeemed portion of any debt security that will be partially redeemed.
If
a registered debt security is issued in book-entry form, only the depositary will be entitled to transfer and exchange the debt security
as described in this subsection, since it will be the sole holder of the debt security.
Resignation
of Trustee
Each
trustee may resign or be removed with respect to one or more series of indenture securities provided that a successor trustee is appointed
to act with respect to these series. In the event that two or more persons are acting as trustee with respect to different series of indenture
securities under the indenture, each of the trustees will be a trustee of a trust separate and apart from the trust administered by any
other trustee.
Indenture
Provisions - Subordination
Upon
any distribution of our assets upon our dissolution, winding up, liquidation or reorganization, the payment of the principal of (and premium,
if any) and interest, if any, on any indenture securities denominated as subordinated debt securities is to be subordinated to the extent
provided in the indenture in right of payment to the prior payment in full of all Senior Indebtedness (as defined below), but our obligation
to you to make payment of the principal of (and premium, if any) and interest, if any, on such subordinated debt securities will not otherwise
be affected. In addition, no payment on account of principal (or premium, if any), sinking fund or interest, if any, may be made on such
subordinated debt securities at any time unless full payment of all amounts due in respect of the principal (and premium, if any), sinking
fund and interest on Senior Indebtedness has been made or duly provided for in money or money’s worth.
In
the event that, notwithstanding the foregoing, any payment or distribution of our assets by us is received by the trustee in respect of
subordinated debt securities or by the holders of any of such subordinated debt securities before all Senior Indebtedness is paid in full,
such payment or distribution (whether received by the trustee or any holders of subordinated debt securities) must be paid over, upon
written notice to the Trustee, to the holders of the Senior Indebtedness or on their behalf for application to the payment of all the
Senior Indebtedness remaining unpaid until all the Senior Indebtedness has been paid in full, after giving effect to any concurrent payment
or distribution to the holders of the Senior Indebtedness. Subject to the payment in full of all Senior Indebtedness upon this distribution
by us, the holders of such subordinated debt securities will be subrogated to the rights of the
holders of the Senior Indebtedness to the extent of payments made to the holders of the Senior Indebtedness out of the distributive share
of such subordinated debt securities.
By
reason of this subordination, in the event of a distribution of our assets upon our insolvency, certain of our senior creditors may recover
more, ratably, than holders of any subordinated debt securities. The indenture provides that these subordination provisions will not apply
to money and securities held in trust under the defeasance provisions of the indenture.
Senior
Indebtedness is defined in the indenture as the principal of (and premium, if any) and unpaid interest on:
|
• |
our indebtedness (including
indebtedness of others guaranteed by us), whenever created, incurred, assumed or guaranteed, for money borrowed (other than indenture
securities issued under the indenture and denominated as subordinated debt securities), unless in the instrument creating or evidencing
the same or under which the same is outstanding it is provided that this indebtedness is not senior or prior in right of payment to the
subordinated debt securities, and |
|
• |
renewals, extensions, modifications
and refinancings of any of this indebtedness. |
If
this prospectus is being delivered in connection with the offering of a series of indenture securities denominated as subordinated debt
securities, the accompanying prospectus supplement will set forth the approximate amount of our Senior Indebtedness outstanding as of
a recent date. The debt securities of the Company, as applicable, will rank
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structurally
junior to all existing and future indebtedness (including trade payables) and preferred interest of its subsidiaries, financing vehicles
or similar entities. For example, the holders of unsecured indebtedness of SVCP would be entitled to payment of current interest and principal,
if any, prior to even secured indebtedness of the Company being entitled to any payment out of the assets of SVCP.
The
Trustee under the Indenture
U.S.
Bank National Association has been approved by our board of directors to serve as trustee under the indenture.
Certain
Considerations Relating to Foreign Currencies
Debt
securities denominated or payable in foreign currencies may entail significant risks. These risks include the possibility of significant
fluctuations in the foreign currency markets, the imposition or modification of foreign exchange controls and potential illiquidity in
the secondary market. These risks will vary depending upon the currency or currencies involved and will be more fully described in the
applicable prospectus supplement.
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DESCRIPTION
OF OUR SUBSCRIPTION RIGHTS
General
We
may issue subscription rights to the holders of the class of securities to whom the subscription rights are being distributed, or the
holders to purchase our Securities. Subscription rights may be issued independently or together with any other offered security and may
or may not be transferable by the person purchasing or receiving the subscription rights. In connection with a subscription rights offering
to the holders, we would distribute certificates evidencing the subscription rights and a prospectus supplement to the holders on the
record date that we set for receiving subscription rights in such subscription rights offering.
The
applicable prospectus supplement would describe the following terms of subscription rights in respect of which this prospectus is being
delivered:
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• |
the period of time the
offering would remain open (which shall be open a minimum number of days such that all record holders would be eligible to participate
in the offering and shall not be open longer than 120 days); |
|
• |
the title of such subscription
rights; |
|
• |
the exercise price for such
subscription rights (or method of calculation thereof); |
|
• |
the ratio of the offering
(which, in the case of transferable rights issued to holders of our common stock to acquire shares of common stock, will require a minimum
of three shares to be held of record before a person is entitled to purchase an additional share); |
|
• |
the number of such subscription
rights issued to each holder; |
|
• |
the extent to which such
subscription rights are transferable and the market on which they may be traded if they are transferable; |
|
• |
if applicable, a discussion
of certain U.S. federal income tax considerations applicable to the issuance or exercise of such subscription rights; |
|
• |
the date on which the
right to exercise such subscription rights shall commence, and the date on which such right shall expire (subject to any extension); |
|
• |
the extent to which such
subscription rights include an over-subscription privilege with respect to unsubscribed securities and the terms of such over-subscription
privilege; |
|
• |
any termination right we
may have in connection with such subscription rights offering; and |
|
• |
any other terms of such
subscription rights, including exercise, settlement and other procedures and limitations relating to the transfer and exercise of such
subscription rights. |
Exercise
of Subscription Rights
Each
subscription right would entitle the holder of the subscription right to purchase for cash such amount of our Securities at such exercise
price as shall in each case be set forth in, or be determinable as set forth in, the prospectus supplement relating to the subscription
rights offered thereby. Subscription rights may be exercised at any time up to the close of business on the expiration date for such subscription
rights set forth in the prospectus supplement. After the close of business on the expiration date, all unexercised subscription rights
would become void.
Subscription
rights may be exercised as set forth in the prospectus supplement relating to the subscription rights offered thereby. Upon receipt of
payment and the subscription rights certificate properly completed and duly executed at the corporate trust office of the subscription
rights agent or any other office indicated in the prospectus supplement we will forward, as soon as practicable, the Securities purchasable
upon such exercise. To the extent permissible under applicable law, we may determine to offer any unsubscribed offered securities directly
to persons other than stockholders, to or through agents, underwriters or dealers or through a combination of such methods, as set forth
in the applicable prospectus supplement.
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DESCRIPTION
OF OUR WARRANTS
The
following is a general description of the terms of the warrants we may issue from time to time. Particular terms of any warrants we offer
will be described in the prospectus supplement relating to such warrants.
We
may issue warrants to purchase shares of our common stock, preferred stock or debt securities from time to time. Such warrants may be
issued independently or together with one of our Securities and may be attached or separate from such securities. We will issue each series
of warrants under a separate warrant agreement to be entered into between us and a warrant agent. The warrant agent will act solely as
our agent and will not assume any obligation or relationship of agency for or with holders or beneficial owners of warrants.
A
prospectus supplement will describe the particular terms of any series of warrants we may issue, including the following:
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• |
the title of such warrants;
|
|
• |
the aggregate number of
such warrants; |
|
• |
the price or prices at which
such warrants will be issued; |
|
• |
the currency or currencies,
including composite currencies, in which the price of such warrants may be payable; |
|
• |
the number of shares
of common stock, preferred stock or debt securities issuable upon exercise of such warrants; |
|
• |
the price at which and
the currency or currencies, including composite currencies, in which the shares of common stock, preferred stock or debt securities purchasable
upon exercise of such warrants may be purchased; |
|
• |
the date on which the
right to exercise such warrants will commence and the date on which such right will expire; |
|
• |
whether such warrants will
be issued in registered form or bearer form; |
|
• |
if applicable, the minimum
or maximum amount of such warrants which may be exercised at any one time; |
|
• |
if applicable, the number
of such warrants issued with each share of common stock, preferred stock or debt securities; |
|
• |
if applicable, the date
on and after which such warrants and the related shares of common stock, preferred stock or debt securities will be separately transferable;
|
|
• |
information with respect
to book-entry procedures, if any; |
|
• |
if applicable, a discussion
of certain U.S. federal income tax considerations; and |
|
• |
any other terms of such
warrants, including terms, procedures and limitations relating to the exchange and exercise of such warrants. |
We
and the warrant agent may amend or supplement the warrant agreement for a series of warrants without the consent of the holders of the
warrants issued thereunder to effect changes that are not inconsistent with the provisions of the warrants and that do not materially
and adversely affect the interests of the holders of the warrants.
Under
the 1940 Act, we may generally only offer warrants provided that (1) the warrants expire by their terms within ten years; (2) the exercise
or conversion price is not less than the current market value at the date of issuance; (3) our stockholders authorize the proposal to
issue such warrants, and our board of directors approves such issuance on the basis that the issuance is in our best interests and the
best interest of our stockholders; and (4) if the warrants are accompanied by other securities, the warrants are not separately transferable
unless no class of such warrants and the securities accompanying them has been publicly distributed. The 1940 Act also provides that the
amount of our voting securities that would result from the exercise of all outstanding warrants at the time of issuance may not exceed
25% of our outstanding voting securities.
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U.S.
FEDERAL INCOME TAX MATTERS
The
following is a summary of U.S. federal income tax considerations generally applicable to a stockholder who purchases our common stock
pursuant to a future offering under this prospectus. This summary is subject to change by legislative or administrative action, and any
change may be retroactive. The discussion does not purport to deal with all of the U.S. federal income tax consequences applicable to
us, or which may be important to particular stockholders in light of their individual investment circumstances or to some types of stockholders
subject to special tax rules, such as stockholders subject to the alternative minimum tax, financial institutions, broker-dealers, insurance
companies, tax-exempt organizations, partnerships or other pass-through entities, persons holding our common stock in connection with
a hedging, straddle, conversion or other integrated transaction, persons subject to special rates of withholding or other U.S. taxation,
persons that own (actually or constructively) more than 5% of any class of our stock, persons engaged in a trade or business in the United
States or persons who have ceased to be U.S. citizens or to be taxed as resident aliens or stockholders who contribute assets to us in
exchange for our shares. This discussion assumes that the stockholders hold their common stock as capital assets for U.S. federal income
tax purposes (generally, assets held for investment). No attempt is made to present a detailed explanation of all U.S. federal income
tax aspects affecting us and our stockholders, and the discussion set forth herein does not constitute tax advice. No ruling has been
or will be sought from the Internal Revenue Service (the “IRS”) regarding any matter discussed herein. No assurance can
be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax aspects set forth below.
The
discussion set forth herein does not constitute tax advice and potential investors are urged to consult their tax advisers to determine
the specific U.S. federal, state, local and foreign tax consequences to them of investing in us.
The
discussion does not discuss the consequences of an investment in shares of preferred stock, debt securities, subscription rights to purchase
our securities or warrants representing rights to purchase our securities. The tax consequences of such an investment will be discussed
in a relevant prospectus supplement.
Taxation
of the company
We
have elected, and we intend to continue, to qualify to be taxed as a RIC under the Code. To continue to qualify as a RIC, we must, among
other things, (a) derive in each taxable year at least 90% of our gross income from dividends, interest (including tax-exempt interest),
payments with respect to certain securities loans, gains from the sale or other disposition of stock, securities or foreign currencies,
other income (including but not limited to gain from options, futures and forward contracts) derived with respect to our business of investing
in stock, securities or currencies, or net income derived from an interest in a “qualified publicly traded partnership”
(a “QPTP”); and (b) diversify our holdings so that, at the end of each quarter of each taxable year (i) at least 50% of
the market value of our total assets is represented by cash and cash items, U.S. Government securities, the securities of other regulated
investment companies and other securities, with other securities limited, in respect of any one issuer, to an amount not greater than
5% of the value of our total assets and not more than 10% of the outstanding voting securities of such issuer, and (ii) not more than
25% of the market value of our total assets is invested in the securities (other than U.S. Government securities and the securities of
other RICs) (A) of any issuer, (B) of any two or more issuers that we control and that are determined to be engaged in the same business
or similar or related trades or businesses, or (C) of one or more QPTPs. We may generate certain income that might not qualify as good
income for purposes of the 90% annual gross income requirement described above. We will monitor our transactions to endeavor to prevent
our disqualification as a RIC.
For
purposes of determining whether we satisfy the 90% gross income test described in clause (a) above, the character of our distributive
share of items of income, gain and loss derived through any subsidiary or investment that is classified as a partnership for U.S. federal
income tax purposes (other than a QPTP) generally will be determined as if we realized such tax items directly. Similarly, for purposes
of determining whether we satisfy the asset diversification test described in clause (b) above, we generally intend to “look
through” any subsidiary or investment that is classified as a partnership for U.S. federal income tax purposes (other than a QPTP).
If
we fail to satisfy the 90% annual gross income requirement or the asset diversification requirements discussed above in any taxable year,
we may be eligible for relief provisions if the failures are due to reasonable cause and not willful neglect and if a penalty tax is paid
with respect to each failure to satisfy the applicable requirements. Additionally, relief is provided for certain de minimis failures
of the asset diversification requirements where we correct
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the
failure within a specified period. If the applicable relief provisions are not available or cannot be met, all of our income would be
subject to corporate-level U.S. federal income tax as described below. We cannot provide assurance that we would qualify for any such
relief should we fail the 90% annual gross income requirement or the asset diversification requirements discussed above.
As
a RIC, in any taxable year with respect to which we timely distribute at least 90% of the sum of our (i) investment company taxable income
(which includes, among other items, dividends, interest and the excess of any net short-term capital gain over net long-term capital loss
and other taxable income (other than any net capital gain), reduced by deductible expenses) determined without regard to the deduction
for dividends and distributions paid and (ii) net tax exempt interest income (which is the excess of our gross tax exempt interest income
over certain disallowed deductions) (the “Annual Distribution Requirement”), we (but not our stockholders) generally will
not be subject to U.S. federal income tax on investment company taxable income and net capital gain (generally, net long-term capital
gain in excess of short-term capital loss) that we distribute to our stockholders. We intend to distribute annually all or substantially
all of such income on a timely basis. To the extent that we retain our net capital gain for investment or any investment company taxable
income, we will be subject to U.S. federal income tax at regular corporate income tax rates. We may choose to retain our net capital gains
for investment or any investment company taxable income, and pay the associated U.S. federal corporate income tax, including the U.S.
federal excise tax described below.
We
will be dependent on SVCP, TCPC Funding, TCPC Funding II, the SBIC and Merger Sub for cash distributions to enable us to meet the Annual
Distribution Requirements. The SBIC may be limited by the Small Business Investment Act of 1958, and SBA regulations governing SBICs,
from making certain distributions that may be necessary to maintain our status as a RIC. We may have to request a waiver of the SBA’s
restrictions for the SBIC to make certain distributions to maintain our RIC status. If the SBIC is unable to obtain a waiver, compliance
with the SBA regulations may cause us to fail to meet the Annual Distribution Requirement, which would cause us to fail to qualify as
a RIC and would subject us to tax at regular corporate rates, as discussed below.
Amounts
not distributed on a timely basis in accordance with a calendar year distribution requirement are subject to a nondeductible 4% U.S. federal
excise tax payable by us. To avoid this tax, we must distribute (or be deemed to have distributed) during each calendar year an amount
equal to the sum of:
|
(1)
|
at least 98% of our ordinary
income (not taking into account any capital gains or losses) for the calendar year; |
|
(2)
|
at least 98.2% of the
amount by which our capital gains exceed our capital losses (adjusted for certain ordinary losses) for a one-year period generally ending
on October 31 of the calendar year (unless an election is made by us to use our taxable year); and |
|
(3)
|
certain undistributed amounts
from previous years on which we paid no U.S. federal income tax. |
While
we intend to distribute any income and capital gains in the manner necessary to minimize imposition of the 4% U.S. federal excise tax,
sufficient amounts of our taxable income and capital gains may not be distributed to avoid entirely the imposition of the tax. In that
event, we will be liable for the tax only on the amount by which we do not meet the foregoing distribution requirement.
If,
in any particular taxable year, we do not satisfy the Annual Distribution Requirement or otherwise were to fail to qualify as a RIC (for
example, because we fail the 90% annual gross income requirement described above), and relief is not available as discussed above, all
of our taxable income (including our net capital gains) will be subject to tax at regular corporate rates without any deduction for distributions
to stockholders, and distributions generally will be taxable to the stockholders as ordinary dividends to the extent of our current and
accumulated earnings and profits.
We
may decide to be taxed as a regular corporation even if we would otherwise qualify as a RIC if we determine that treatment as a corporation
for a particular year would be in our best interests. Except as otherwise expressly indicated, the remainder of this discussion assumes
we will continue to qualify as a RIC.
As
a RIC, we are permitted to carry forward a net capital loss realized in a taxable year to offset our capital gain, if any, realized in
future years. If future capital gain is offset by carried forward capital losses, such future capital gain is not subject to corporate-level
U.S. federal income tax, regardless of whether they are distributed to stockholders. Accordingly, we do not expect to distribute any such
offsetting capital gain. A RIC cannot carry back or carry forward any net operating losses. Our capital losses may be (or may become)
subject to limitations on deductibility.
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Company
investments
Certain
of our investment practices are subject to special and complex U.S. federal income tax provisions that may, among other things, (i) disallow,
suspend or otherwise limit the allowance of certain losses or deductions, including the dividends received deduction, (ii) convert lower
taxed long-term capital gain and qualified dividend income into higher taxed short-term capital gain or ordinary income, (iii) convert
ordinary loss or a deduction into capital loss (the deductibility of which is more limited), (iv) cause us to recognize income or gain
without a corresponding receipt of cash, (v) adversely affect the time as to when a purchase or sale of stock or securities is deemed
to occur, (vi) adversely alter the characterization of certain complex financial transactions and (vii) produce income that will not qualify
as “good income” for purposes of the 90% annual gross income requirement described above. We will monitor our transactions
and may make certain tax elections and may be required to borrow money or dispose of securities to mitigate the effect of these rules
and prevent disqualification of us as a RIC.
Investments
we make in securities issued at a discount or providing for deferred interest or PIK interest are subject to special tax rules that will
affect the amount, timing and character of distributions to stockholders. For example, with respect to securities issued at a discount,
we will generally be required to accrue daily as income a portion of the discount and to distribute such income on a timely basis each
year to maintain our qualification as a RIC and to avoid U.S. federal income and excise taxes. Since in certain circumstances we may recognize
income before or without receiving cash representing such income, we may have difficulty making distributions in the amounts necessary
to satisfy the requirements for maintaining RIC status and for avoiding U.S. federal income and excise taxes. Accordingly, we may have
to sell some of our investments at times we would not consider advantageous, raise additional debt or equity capital or reduce new investment
originations to meet these distribution requirements. If we are not able to obtain cash from other sources, we may fail to qualify as
a RIC and thereby be subject to corporate-level income tax.
Furthermore,
a portfolio company in which we invest may face financial difficulty that requires us to work-out, modify or otherwise restructure our
investment in the portfolio company. Any such restructuring may result in unusable capital losses and future non-cash income. Any such
restructuring may also result in our recognition of a substantial amount of non-qualifying income for purposes of the 90% gross income
requirement or our receiving assets that would not count toward the asset diversification requirements.
Gain
or loss recognized by us from warrants acquired by us as well as any loss attributable to the lapse of such warrants generally will be
treated as capital gain or loss. Such gain or loss generally will be long-term or short-term, depending on how long we held a particular
warrant.
In
the event we invest in foreign securities, we may be subject to withholding and other foreign taxes with respect to those securities.
Stockholders will generally not be entitled to claim a U.S. foreign tax credit or deduction with respect to foreign taxes paid by us.
If
we purchase shares in a “passive foreign investment company” (a “PFIC”), we may be subject to U.S. federal
income tax on a portion of any “excess distribution” or gain from the disposition of such shares even if such income is
distributed as a taxable dividend by us to our stockholders. Additional charges in the nature of interest may be imposed on us in respect
of deferred taxes arising from such distributions or gains. If we invest in a PFIC and elect to treat the PFIC as a “qualified
electing fund” under the Code (a “QEF”), in lieu of the foregoing requirements, we will be required to include in
income each year a portion of the ordinary earnings and net capital gain of the QEF, even if such income is not distributed to us. Alternatively,
we can elect to mark-to-market at the end of each taxable year our shares in a PFIC; in this case, we will recognize as ordinary income
any increase in the value of such shares, and as ordinary loss any decrease in such value to the extent it does not exceed prior increases
included in income. Our ability to make either election will depend on factors beyond our control. Under either election, we may be required
to recognize in a year income in excess of our distributions from PFICs and our proceeds from dispositions of PFIC stock during that year,
and such income will nevertheless be subject to the Annual Distribution Requirement and will be taken into account for purposes of the
4% excise tax.
Our
functional currency is the U.S. dollar for U.S. federal income tax purposes. Under Section 988 of the Code, gains or losses attributable
to fluctuations in exchange rates between the time we accrue income, expenses or other liabilities denominated in a foreign currency and
the time we actually collect such income or pay such expenses or liabilities are generally treated as ordinary income or loss. Similarly,
gains or losses on foreign currency forward contracts and the disposition of debt denominated in a foreign currency, to the extent attributable
to fluctuations in exchange rates between the acquisition and disposition dates, are also treated as ordinary income or loss.
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If
we borrow money, we may be prevented by loan covenants from declaring and paying dividends in certain circumstances. Limits on our payment
of dividends may prevent us from meeting the Annual Distribution Requirement, and may, therefore, jeopardize our qualification for taxation
as a RIC, or subject us to the 4% excise tax.
Even
if we are authorized to borrow funds and to sell assets in order to satisfy distribution requirements, under the Investment Company Act,
we are not permitted to make distributions to our stockholders while our debt obligations and senior securities are outstanding unless
certain “asset coverage” tests are met. This may also jeopardize our qualification for taxation as a RIC or subject us to
the 4% excise tax.
Moreover,
our ability to dispose of assets to meet our distribution requirements may be limited by (1) the illiquid nature of our portfolio and
(2) other requirements relating to our status as a RIC, including the asset diversification requirements. If we dispose of assets to meet
the Annual Distribution Requirement, the asset diversification requirements, or the 4% excise tax, we may make such dispositions at times
that, from an investment standpoint, are not advantageous.
Some
of the income that we might otherwise earn, such as lease income, management fees, or income recognized in a work-out or restructuring
of a portfolio investment, may not satisfy the 90% gross income requirement. To manage the risk that such income might disqualify us as
a RIC for a failure to satisfy the 90% gross income requirement, one or more of our subsidiaries treated as U.S. corporations for U.S.
federal income tax purposes may be employed to earn such income. Such corporations will be required to pay U.S. corporate income tax on
their earnings, which ultimately will reduce the yield to investors on such income and fees.
Taxation
of U.S. stockholders
For
purposes of this discussion, a “U.S. stockholder” (or in this section, a “stockholder”) is a holder or a beneficial
holder of shares which is for U.S. federal income tax purposes (1) an individual who is a citizen or resident of the United States, (2)
a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in or under the laws
of the United States, any State thereof, or the District of Columbia, (3) an estate whose income is subject to U.S. federal income tax
regardless of its source, or (4) a trust if (a) a U.S. court is able to exercise primary supervision over the trust’s administration
and one or more U.S. persons are authorized to control all substantial decisions of the trust or (b) the trust has in effect a valid election
to be treated as a domestic trust for U.S. federal income tax purposes. If a partnership or other entity or arrangement classified as
a partnership for U.S. tax purposes holds the shares, the tax treatment of the partnership and each partner generally will depend on the
activities of the partnership and the activities of the partner. Partnerships acquiring shares, and partners in such partnerships, should
consult their own tax advisors. Prospective investors that are not U.S. stockholders should refer to
the section “Non-U.S. Stockholders” below and are urged to consult their tax advisors with respect to the U.S. federal income
tax consequences of an investment in our shares, including the potential application of U.S. withholding taxes.
Distributions
we pay to you from our ordinary income or from an excess of net short-term capital gain over net long-term capital loss (together referred
to hereinafter as “ordinary income dividends”) are generally taxable to you as ordinary income to the extent of our earnings
and profits. Distributions made to you from an excess of net long-term capital gain over net short-term capital loss (“capital
gain dividends”), including capital gain dividends credited to you but retained by us, are taxable to you as long-term capital
gain if they have been properly reported by us, regardless of the length of time you have owned our shares. For non-corporate stockholders,
long-term capital gains are currently taxed at preferential rates. Generally, following the end of each taxable year, you will be provided
with a written notice of the amount of any ordinary income dividends and capital gain dividends or other distributions. Distributions
in excess of our earnings and profits will first reduce the adjusted tax basis of your shares and, after the adjusted tax basis is reduced
to zero, will constitute capital gain to you (assuming the shares are held as a capital asset).
In
the event that we retain any net capital gain, we may designate the retained amounts as undistributed capital gain in a notice to our
stockholders. If a designation is made, stockholders would include in income, as long-term capital gain, their proportionate share of
the undistributed amounts, but would be allowed a credit or refund, as the case may be, for their proportionate share of the corporate
tax paid by us. A stockholder that is not subject to U.S. federal income tax or otherwise is not required to file a U.S. federal income
tax return would be required to file a U.S. federal income tax return on the appropriate form in order to claim a refund for the taxes
we paid. In addition, the tax basis of shares owned by a stockholder would be increased by an amount equal to the difference between (i)
the amount included in the stockholder’s income as long-term capital gain and (ii) the stockholder’s proportionate share
of the corporate tax paid by us.
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Dividends
and other taxable distributions are taxable to you even though they are reinvested in additional shares of our common stock. We have the
ability to declare a large portion of a dividend in shares of our stock. Under current guidance, as long as 20% of such dividend is available
to be paid in cash and certain requirements are met, the entire distribution will be treated as a dividend for U.S. federal income tax
purposes. As a result, our stockholders will be taxed on 100% of the dividend in the same manner as a cash dividend, even though most
of the dividend was paid in shares of our stock.
If
we pay you a dividend in January which was declared in the previous October, November or December to stockholders of record on a specified
date in one of these months, then the dividend will be treated for tax purposes as being paid by us and received by you on December 31
of the year in which the dividend was declared.
A
stockholder will recognize gain or loss on the sale or exchange of our common stock in an amount equal to the difference between the stockholder’s
adjusted basis in the shares sold or exchanged and the amount realized on their disposition. Generally, gain recognized by a stockholder
on the sale or other disposition of our common stock will result in capital gain or loss to you, and will be a long-term capital gain
or loss if the shares have been held for more than one year at the time of sale. Any loss upon the sale or exchange of our shares held
for six months or less will be treated as a long-term capital loss to the extent of any capital gain dividends received (including amounts
credited as an undistributed capital gain dividend) by you. A loss realized on a sale or exchange of our shares will be disallowed if
other substantially identical shares are acquired (whether through the automatic reinvestment of dividends or otherwise) within a 61-day
period beginning 30 days before and ending 30 days after the date that the shares are disposed of. In this case, the basis of the shares
acquired will be adjusted to reflect the disallowed loss. Present law taxes both long-term and short-term capital gains of corporations
at the rates applicable to ordinary income.
Noncorporate
stockholders with income in excess of certain thresholds are, in general, subject to an additional tax on their “net investment
income,” which ordinarily includes taxable distributions from us and taxable gain on the disposition of our common stock.
Under
U.S. Treasury regulations, if a stockholder recognizes a loss with respect to shares of $2 million or more for a non-corporate stockholder
or $10 million or more for a corporate stockholder in any single taxable year (or a greater loss over a combination of years), the
stockholder must file with the IRS a disclosure statement on Form 8886. Direct stockholders of portfolio securities in many cases
are excepted from this reporting requirement, but under current guidance, stockholders of a RIC are not excepted. Future guidance may
extend the current exception from this reporting requirement to stockholders of most or all RICs. The fact that a loss is reportable under
these regulations does not affect the legal determination of whether the taxpayer’s treatment of the loss is proper. Significant
monetary penalties apply to a failure to comply with this reporting requirement. States may also have a similar reporting requirement.
Stockholders should consult their own tax advisors to determine the applicability of these regulations in light of their individual circumstances.
Stockholders
should consult their tax advisors with respect to the U.S. federal income tax and withholding tax, and state, local and foreign tax consequences
of an investment in our shares.
Taxation
of non-U.S. stockholders
The
following discussion only applies to non-U.S. stockholders. A “non-U.S. stockholder” is a holder, other than a partnership
(or other entity or arrangement treated as a partnership for U.S. federal income tax purposes), that is not a U.S. stockholder for U.S.
federal income tax purposes. Whether an investment in the shares is appropriate for a non-U.S. stockholder will depend upon that person’s
particular circumstances. An investment in the shares by a non-U.S. stockholder may have adverse tax consequences. Non-U.S. stockholders
should consult their tax advisors before investing in our shares.
Distributions
of ordinary income dividends to non-U.S. stockholders, subject to the discussion below, will generally be subject to withholding of U.S.
federal tax at a 30% rate (or lower rate provided by an applicable treaty) to the extent of our current and accumulated earnings and profits.
Different tax consequences may result if the non-U.S. stockholder is engaged in a trade or business in the United States (and, if an income
tax treaty applies, if the distributions are attributable to a permanent establishment maintained by the non-U.S. stockholder in the United
States). Special certification requirements apply to a non-U.S. stockholder that is a foreign partnership or a foreign trust, and such
entities are urged to consult their own tax advisors.
Actual
or deemed distributions of our net capital gain to a non-U.S. stockholder, and gain recognized by a non-U.S. stockholder upon the sale
of our common stock, generally will not be subject to U.S. federal withholding tax and will
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not
be subject to U.S. federal income tax unless the distributions or gain, as the case may be, are effectively connected with a U.S. trade
or business of the non-U.S. stockholder (and, if an income tax treaty applies, are attributable to a permanent establishment maintained
by the non-U.S. stockholder in the United States) or, in the case of an individual, the individual is present in the United States for
183 days or more during a taxable year and certain other conditions are met.
Under
certain legislation, no U.S. source withholding taxes will generally be imposed on dividends paid by RICs to non-U.S. stockholders to
the extent the dividends are properly reported as “interest-related dividends” or “short-term capital gain dividends.”
Under this exemption, interest-related dividends and short-term capital gain dividends generally represent distributions of interest or
short-term capital gain that would not have been subject to U.S. withholding tax at the source if they had been received directly by a
non-U.S. stockholder, and that satisfy certain other requirements. No assurance can be given that we will distribute any interest-related
or short-term capital gain dividends.
If
we distribute our net capital gains in the form of deemed rather than actual distributions (which we may do in the future), a non-U.S.
stockholder will be entitled to a U.S. federal income tax credit or tax refund equal to the stockholder’s allocable share of the
tax we pay on the capital gains deemed to have been distributed. In order to obtain the refund, the non-U.S. stockholder must obtain a
U.S. taxpayer identification number and file a U.S. federal income tax return even if the non-U.S. stockholder is not otherwise required
to obtain a U.S. taxpayer identification number or file a U.S. federal income tax return. For a corporate non-U.S. stockholder, distributions
(both actual and deemed) and gains realized upon the sale of our common stock that are effectively connected with a U.S. trade or business
(or, where an applicable treaty applies, are attributable to a permanent establishment in the United States) may, under certain circumstances,
be subject to an additional “branch profits tax” at a 30% rate (or at a lower rate if provided for by an applicable tax
treaty). Accordingly, investment in the shares may not be appropriate for certain non-U.S. stockholders.
Certain
provisions of the Code referred to as “FATCA” require withholding at a rate of 30% on dividends in respect of our common
stock held by or through certain foreign financial institutions (including investment funds), unless such institution enters into an agreement
with the Treasury to report, on an annual basis, information with respect to interests in, and accounts maintained by, the institution
to the extent such interests or accounts are held by certain U.S. persons and by certain non-U.S. entities that are wholly or partially
owned by U.S. persons and to withhold on certain payments. Accordingly, the entity through which our common stock is held will affect
the determination of whether such withholding is required. Similarly, dividends in respect of our common stock held by an investor that
is a non-financial non-U.S. entity that does not qualify under certain exemptions will be subject to withholding at a rate of 30%, unless
such entity either (i) certifies to us that such entity does not have any “substantial United States owners” or (ii) provides
certain information regarding the entity’s “substantial United States owners,” which we will in turn provide to the
Secretary of the Treasury. An intergovernmental agreement between the United States and an applicable foreign country, or future Treasury
regulations or other guidance, may modify these requirements. We will not pay any additional amounts to stockholders in respect of any
amounts withheld. Stockholders are encouraged to consult their tax advisors regarding the possible implications of the legislation on
their investment in our common stock.
Failure
to Qualify as a RIC
If
we were unable to qualify for treatment as a RIC, and relief is not available as discussed above, we would be subject to tax on all of
our taxable income at regular corporate rates. We would not be able to deduct distributions to stockholders nor would we be required to
make distributions for tax purposes. Distributions would generally be taxable to our stockholders as ordinary dividend income (eligible
for reduced maximum rates in the case of individual stockholders, subject to certain holding period and other requirements) to the extent
of our current and accumulated earnings and profits. Subject to certain limitations under the Code, corporate U.S. stockholders would
be eligible for the dividends received deduction. Distributions in excess of our current and accumulated earnings and profits would be
treated first as a return of capital to the extent of the stockholder’s tax basis, and any remaining distributions would be treated
as a capital gain. If we were to fail to meet the RIC requirements for more than two consecutive years and then to seek to requalify as
a RIC, we would be required to either recognize gain to the extent of any unrealized appreciation in our assets or pay corporate level
tax on any such unrealized appreciation recognized during the succeeding five-year period.
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The
Company may offer and sell from time to time, in one or more offerings or series, together or separately, our Securities under this Prospectus
and any related Prospectus Supplement (1) directly to one or more purchases, including existing shareholders in a Rights offering;
(2) through agents; (3) through underwriters; (4) through dealers; or (5) pursuant to the Trust’s dividend
reinvestment plan. Each Prospectus supplement relating to an offering of securities will state the terms of the offering, including:
|
• |
the names of any agents,
underwriters or dealers; |
|
• |
the purchase price; and
|
|
• |
any fee, commission or discount
arrangement between us and our agents, underwriters or dealers. |
Direct
Sales
The
Company may sell Securities directly to, and solicit offers from, institutional investors or others who may be deemed to be underwriters
as defined in the Securities Act for any resales of the securities. In this case, no underwriters or agents would be involved. The Company
may use electronic media, including the Internet, to sell offered securities directly. The Company will describe the terms of any of those
sales in a prospectus supplement.
By
Agents
The
Company may offer Securities through agents that the Company may designate. The Company will name any agent involved in the offer and
sale and describe any commissions payable by the Company in the prospectus supplement. Unless otherwise indicated in the prospectus supplement,
the agents will be acting on a best efforts basis for the period of their appointment.
By
Underwriters
The
Company may offer and sell Securities from time to time to one or more underwriters who would purchase the Securities as principal for
resale to the public, either on a firm commitment or best efforts basis. If the Company sells Securities to underwriters, the Company
will execute an underwriting agreement with them at the time of the sale and will name them in the prospectus supplement. In connection
with these sales, the underwriters may be deemed to have received compensation from the Company in the form of underwriting discounts
and commissions. The underwriters also may receive commissions from purchasers of Securities for whom they may act as agent. Unless otherwise
stated in the prospectus supplement, the underwriters will not be obligated to purchase the Securities unless the conditions set forth
in the underwriting agreement are satisfied, and if the underwriters purchase any of the Securities, they will be required to purchase
all of the offered Securities. The underwriters may sell the offered Securities to or through dealers, and those dealers may receive discounts,
concessions or commissions from the underwriters as well as from the purchasers for whom they may act as agent. Any public offering price
and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time.
By
Dealers
The
Company may offer and sell Securities from time to time to one or more dealers who would purchase the securities as principal. The dealers
then may resell the offered Securities to the public at fixed or varying prices to be determined by those dealers at the time of resale.
The Company will set forth the names of the dealers and the terms of the transaction in the prospectus supplement.
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Certain
activities of BlackRock, Inc., the Advisor and the other subsidiaries of BlackRock, Inc. (collectively referred to in this section as
“BlackRock”) and their respective directors, officers or employees, with respect to the Company and/or other accounts managed
by BlackRock, may give rise to actual or perceived conflicts of interest such as those described below.
BlackRock
is one of the world’s largest asset management firms. BlackRock, its subsidiaries and their respective directors, officers and
employees, including the business units or entities and personnel who may be involved in the investment activities and business operations
of the Company, are engaged worldwide in businesses, including managing equities, fixed-income securities, cash and alternative investments,
and other financial services, and have interests other than that of managing the Company. These are considerations of which investors
in the Company should be aware, and which may cause conflicts of interest that could disadvantage the Company and its stockholders. These
businesses and interests include potential multiple advisory, transactional, financial and other relationships with, or interests in companies
and interests in securities or other instruments that may be purchased or sold by the Company.
BlackRock
has proprietary interests in, and may manage or advise with respect to, accounts or funds (including separate accounts and other funds
and collective investment vehicles) that have investment objectives similar to those of the Company and/or that engage in transactions
in the same types of securities, currencies and instruments as the Company. BlackRock is also a major participant in the global currency,
equities, swap and fixed-income markets, in each case, for the accounts of clients and, in some cases, on a proprietary basis. As such,
BlackRock is or may be actively engaged in transactions in the same securities, currencies, and instruments in which the Company invests.
Such
activities could affect the prices and availability of the securities, currencies, and instruments in which the Company invests, which
could have an adverse impact on the Company’s performance. Such transactions, particularly in respect of most proprietary accounts
or client accounts, will be executed independently of the Company’s transactions and thus at prices or rates that may be more or
less favorable than those obtained by the Company.
In
addition, the portfolio holdings of certain BlackRock-advised investment vehicles managed in an identical or substantially similar manner
as certain funds are made publicly available on a more timely basis than the applicable fund. In some cases, such portfolio holdings are
made publicly available on a daily basis. While not expected, it is possible that a recipient of portfolio holdings information for such
an investment vehicle could cause harm to the fund that is managed in an identical or substantially similar manner, including by trading
ahead of or against such fund based on the information received.
When
BlackRock seeks to purchase or sell the same assets for client accounts, including the Company, the assets actually purchased or sold
may be allocated among the accounts on a basis determined in its good faith discretion to be equitable. In some cases, this system may
adversely affect the size or price of the assets purchased or sold for the Company. In addition, transactions in investments by one or
more other accounts managed by BlackRock may have the effect of diluting or otherwise disadvantaging the values, prices or investment
strategies of the Company, particularly, but not limited to, with respect to small capitalization, emerging market or less liquid strategies.
This may occur with respect to BlackRock-advised accounts when investment decisions regarding the Company are based on research or other
information that is also used to support decisions for other accounts. When BlackRock implements a portfolio decision or strategy on behalf
of another account ahead of, or contemporaneously with, similar decisions or strategies for the Company, market impact, liquidity constraints,
or other factors could result in the Company receiving less favorable trading results and the costs of implementing such decisions or
strategies could be increased or the Company could otherwise be disadvantaged. BlackRock may, in certain cases, elect to implement internal
policies and procedures designed to limit such consequences, which may cause the Company to be unable to engage in certain activities,
including purchasing or disposing of securities, when it might otherwise be desirable for it to do so.
Conflicts
may also arise because portfolio decisions regarding the Company may benefit other accounts managed by BlackRock. For example, the sale
of a long position or establishment of a short position by the Company may impair the price of the same security sold short by (and therefore
benefit) BlackRock or its other accounts or funds, and the purchase of a security or covering of a short position in a security by the
Company may increase the price of the same security held by (and therefore benefit) BlackRock or its other accounts or funds.
BlackRock,
on behalf of other client accounts, on the one hand, and the Company, on the other hand, may invest in or extend credit to different parts
of the capital structure of a single issuer. BlackRock may pursue rights, provide advice or engage in other activities, or refrain from
pursuing rights, providing advice or engaging in other activities, on behalf of other clients with respect to an issuer in which the Company
has invested, and such actions (or refraining from
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action)
may have a material adverse effect on the Company. In situations in which clients of BlackRock (including the Company) hold positions
in multiple parts of the capital structure of an issuer, BlackRock may not pursue certain actions or remedies that may be available to
the Company, as a result of legal and regulatory requirements or otherwise. BlackRock addresses these and other potential conflicts of
interest based on the facts and circumstances of particular situations. For example, BlackRock may determine to rely on information barriers
between different business units or portfolio management teams. BlackRock may also determine to rely on the actions of similarly situated
holders of loans or securities rather than, or in connection with, taking such actions itself on behalf of the Company.
In
addition, to the extent permitted by applicable law, the Company may invest its assets in other funds advised by BlackRock, including
funds that are managed by one or more of the same Voting Members of the Advisor’s Investment Committee, which could result in conflicts
of interest relating to asset allocation, timing of Company purchases and redemptions, and increased remuneration and profitability for
BlackRock and/or its personnel, including Voting Members of the Advisor’s Investment Committee.
Third
parties, including service providers to BlackRock or the Company, may sponsor events (including, but not limited to, marketing and promotional
activities and presentations, educational training programs and conferences) for registered representatives, other professionals and individual
investors. There is a potential conflict of interest as such sponsorships may defray the costs of such activities to BlackRock, and may
provide an incentive to BlackRock to retain such third parties to provide services to the Company.
In
certain circumstances, BlackRock, on behalf of the Company, may seek to buy from or sell securities to another fund or account advised
by BlackRock. BlackRock may (but is not required to) effect purchases and sales between BlackRock clients (“cross trades”),
including the Company, if BlackRock believes such transactions are appropriate based on each party’s investment objectives and
guidelines, subject to applicable law and regulation. There may be potential conflicts of interest or regulatory issues relating to these
transactions which could limit BlackRock’s decision to engage in these transactions for the Company. BlackRock may have a potentially
conflicting division of loyalties and responsibilities to the parties in such transactions.
BlackRock
and its clients may pursue or enforce rights with respect to an issuer in which the Company has invested, and those activities may have
an adverse effect on the Company. As a result, prices, availability, liquidity and terms of the Company’s investments may be negatively
impacted by the activities of BlackRock or its clients, and transactions for the Company may be impaired or effected at prices or terms
that may be less favorable than would otherwise have been the case.
The
results of the Company’s investment activities may differ significantly from the results achieved by BlackRock for its proprietary
accounts or other accounts (including investment companies or collective investment vehicles) that it manages or advises. It is possible
that one or more accounts managed or advised by BlackRock and such other accounts will achieve investment results that are substantially
more or less favorable than the results achieved by the Company. Moreover, it is possible that the Company will sustain losses during
periods in which one or more proprietary or other accounts managed or advised by BlackRock achieve significant profits. The opposite result
is also possible.
From
time to time, the Company may be restricted from purchasing or selling securities, or from engaging in other investment activities because
of regulatory, legal or contractual requirements applicable to BlackRock or other accounts managed or advised by BlackRock, and/or the
internal policies of BlackRock designed to comply with such requirements. As a result, there may be periods, for example, when BlackRock
will not initiate or recommend certain types of transactions in certain securities or instruments with respect to which BlackRock is performing
services or when position limits have been reached. For example, the investment activities of BlackRock for its proprietary accounts and
accounts under its management may limit the investment opportunities for the Company in certain emerging and other markets in which limitations
are imposed upon the amount of investment, in the aggregate or in individual issuers, by affiliated foreign investors.
In
connection with its management of the Company, BlackRock may have access to certain fundamental analysis and proprietary technical models
developed by BlackRock. BlackRock will not be under any obligation, however, to effect transactions on behalf of the Company in accordance
with such analysis and models. In addition, BlackRock will not have any obligation to make available any information regarding its proprietary
activities or strategies, or the activities or strategies used for other accounts managed by them, for the benefit of the management of
the Company and
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it
is not anticipated that BlackRock will have access to such information for the purpose of managing the Company. The proprietary activities
or portfolio strategies of BlackRock, or the activities or strategies used for accounts managed by BlackRock or other client accounts
could conflict with the transactions and strategies employed by BlackRock in managing the Company.
The
Company may be included in investment models developed by BlackRock for use by clients and financial advisors. To the extent clients invest
in these investment models and increase the assets under management of the Company, the investment management fee amounts paid by the
Company to BlackRock may also increase. The net asset value and liquidity of the Company may be impacted by redemptions of the Company
by model-driven investment portfolios, as well as by BlackRock itself and by its advisory clients.
In
addition, certain principals and certain employees of the Company’s investment adviser are also principals or employees of other
business units or entities within BlackRock. As a result, these principals and employees may have obligations to such other business units
or entities or their clients and such obligations to other business units or entities or their clients may be a consideration of which
investors in the Company should be aware.
BlackRock
may enter into transactions and invest in securities, instruments and currencies on behalf of the Company in which clients of BlackRock,
or, to the extent permitted by the SEC and applicable law, BlackRock, serves as the counterparty, principal or issuer. In such cases,
such party’s interests in the transaction will be adverse to the interests of the Company, and such party may have no incentive
to assure that the Company obtains the best possible prices or terms in connection with the transactions. In addition, the purchase, holding
and sale of such investments by the Company may enhance the profitability of BlackRock.
BlackRock
may also create, write or issue derivatives for clients, the underlying securities, currencies or instruments of which may be those in
which the Company invests or which may be based on the performance of the Company. Additionally, an affiliate of BlackRock will create,
write or issue options, which may be based on the performance of certain BlackRock-advised funds. BlackRock has entered into an arrangement
with Markit Indices Limited, the index provider for underlying fixed-income indexes used by certain iShares ETFs, related to derivative
fixed-income products that are based on such iShares ETFs. Trading activity in these derivative products could also potentially lead to
greater liquidity for such products, increased purchase activity with respect to these iShares ETFs and increased assets under management
for BlackRock.
The
Company may, subject to applicable law, purchase investments that are the subject of an underwriting or other distribution by BlackRock
and may also enter into transactions with other clients of BlackRock where such other clients have interests adverse to those of the Company.
At
times, these activities may cause business units or entities within BlackRock to give advice to clients that may cause these clients to
take actions adverse to the interests of the Company. To the extent such transactions are permitted, the Company will deal with BlackRock
on an arms-length basis.
To
the extent authorized by applicable law, BlackRock may act as broker, dealer, agent, lender or adviser or in other commercial capacities
for the Company. It is anticipated that the commissions, mark-ups, mark-downs, financial advisory fees, underwriting and placement fees,
sales fees, financing and commitment fees, brokerage fees, other fees, compensation or profits, rates, terms and conditions charged by
BlackRock will be in its view commercially reasonable, although BlackRock, including its sales personnel, will have an interest in obtaining
fees and other amounts that are favorable to BlackRock and such sales personnel, which may have an adverse effect on the Company. Index
based funds may use an index provider that is affiliated with another service provider of the Company or BlackRock that acts as a broker,
dealer, agent, lender or in other commercial capacities for the Company or BlackRock.
Subject
to applicable law, BlackRock (and its personnel and other distributors) will be entitled to retain fees and other amounts that they receive
in connection with their service to the Company as broker, dealer, agent, lender, adviser or in other commercial capacities. No accounting
to the Company or its stockholders will be required, and no fees or other compensation payable by the Company or its stockholders will
be reduced by reason of receipt by BlackRock of any such fees or other amounts.
When
BlackRock acts as broker, dealer, agent, adviser or in other commercial capacities in relation to the Company, BlackRock may take commercial
steps in its own interests, which may have an adverse effect on the Company. The Company will be required to establish business relationships
with its counterparties based on the
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Company’s
own credit standing. BlackRock will not have any obligation to allow its credit to be used in connection with the Company’s establishment
of its business relationships, nor is it expected that the Company’s counterparties will rely on the credit of BlackRock in evaluating
the Company’s creditworthiness.
Purchases
and sales of securities and other assets for the Company may be bunched or aggregated with orders for other BlackRock client accounts,
including with accounts that pay different transaction costs solely due to the fact that they have different research payment arrangements.
BlackRock, however, is not required to bunch or aggregate orders if portfolio management decisions for different accounts are made separately,
or if they determine that bunching or aggregating is not practicable or required, or in cases involving client direction.
Prevailing
trading activity frequently may make impossible the receipt of the same price or execution on the entire volume of securities purchased
or sold. When this occurs, the various prices may be averaged, and the Company will be charged or credited with the average price. Thus,
the effect of the aggregation may operate on some occasions to the disadvantage of the Company. In addition, under certain circumstances,
the Company will not be charged the same commission or commission equivalent rates in connection with a bunched or aggregated order.
BlackRock,
unless prohibited by applicable law, may cause the Company or account to pay a broker or dealer a commission for effecting a transaction
that exceeds the amount another broker or dealer would have charged for effecting the same transaction in recognition of the value of
brokerage and research services provided by that broker or dealer.
Subject
to applicable law, BlackRock may select brokers that furnish BlackRock, the Company, other BlackRock client accounts or personnel, directly
or through correspondent relationships, with research or other appropriate services which provide, in BlackRock’s view, appropriate
assistance to BlackRock in the investment decision-making process (including with respect to futures, fixed-price offerings and OTC transactions).
Such research or other services may include, to the extent permitted by law, research reports on companies, industries and securities;
economic and financial data; financial publications; proxy analysis; trade industry seminars; computer data bases; research-oriented software
and other services and products.
Research
or other services obtained in this manner may be used in servicing any or all of the Company and other BlackRock client accounts, including
in connection with BlackRock client accounts other than those that pay commissions to the broker relating to the research or other service
arrangements. Such products and services may disproportionately benefit other BlackRock client accounts relative to the Company based
on the amount of brokerage commissions paid by the Company and such other BlackRock client accounts. For example, research or other services
that are paid for through one client’s commissions may not be used in managing that client’s account. In addition, other
BlackRock client accounts may receive the benefit, including disproportionate benefits, of economies of scale or price discounts in connection
with products and services that may be provided to the Company and to such other BlackRock client accounts. To the extent that BlackRock
uses soft dollars, it will not have to pay for those products and services itself.
BlackRock,
unless prohibited by applicable law, may endeavor to execute trades through brokers who, pursuant to such arrangements, provide research
or other services in order to ensure the continued receipt of research or other services BlackRock believes are useful in its investment
decision-making process. BlackRock may from time to time choose not to engage in the above-described arrangements to varying degrees.
BlackRock, unless prohibited by applicable law, may also enter into commission sharing arrangements under which BlackRock may execute
transactions through a broker-dealer and request that the broker-dealer allocate a portion of the commissions or commission credits to
another firm that provides research to BlackRock. To the extent that BlackRock engages in commission sharing arrangements, many of the
same conflicts related to traditional soft dollars may exist.
BlackRock
may utilize certain electronic crossing networks (“ECNs”) (including, without limitation, ECNs in which BlackRock has an
investment or other interest, to the extent permitted by applicable law) in executing client securities transactions for certain types
of securities. These ECNs may charge fees for their services, including access fees and transaction fees. The transaction fees, which
are similar to commissions or markups/markdowns, will generally be charged to clients and, like commissions and markups/markdowns, would
generally be included in the cost of the securities purchased. Access fees may be paid by BlackRock even though incurred in connection
with executing transactions on behalf of clients, including the Company. In certain circumstances, ECNs may offer volume discounts that
will reduce the access fees typically paid by BlackRock. BlackRock will only utilize ECNs consistent with its obligation to seek to obtain
best execution in client transactions.
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BlackRock
owns a minority interest in, and is a member of, Members Exchange (“MEMX”), a newly created U.S. stock exchange. Transactions
for a fund may be executed on MEMX if third party brokers select MEMX as the appropriate venue for execution of orders placed by BlackRock
traders on behalf of client portfolios.
BlackRock
has adopted policies and procedures designed to prevent conflicts of interest from influencing proxy voting decisions that it makes on
behalf of advisory clients, including the Company, and to help ensure that such decisions are made in accordance with BlackRock’s
fiduciary obligations to its clients. Nevertheless, notwithstanding such proxy voting policies and procedures, actual proxy voting decisions
of BlackRock may have the effect of favoring the interests of other clients or businesses of other divisions or units of BlackRock, provided
that BlackRock believes such voting decisions to be in accordance with its fiduciary obligations.
It
is also possible that, from time to time, BlackRock and/or its advisory clients (including other funds and separately managed accounts)
may, subject to compliance with applicable law, purchase and hold shares of the Company. Increasing the Company’s assets may enhance
investment flexibility and diversification and may contribute to economies of scale that tend to reduce the Company’s expense ratio.
BlackRock reserves the right, subject to compliance with applicable law, to redeem at any time some or all of the shares of the Company
acquired for its own accounts. To the extent that BlackRock and/or its advisory clients have large investments in the Company, a large
redemption of shares of the Company by BlackRock could significantly reduce the asset size of the Company, which might have an adverse
effect on the Company’s investment flexibility, portfolio diversification and expense ratio. BlackRock seeks to consider the effect
of redemptions on the Company and other shareholders in deciding whether to redeem its shares but is not obligated to do so and may elect
not to do so.
It
is possible that the Company may invest in securities of, or engage in transactions with, companies in which BlackRock has significant
debt or equity investments or other interests. The Company may also invest in issuances (such as structured notes) by entities for which
BlackRock provides and is compensated for cash management services relating to the proceeds from the sale of such issuances. In making
investment decisions for the Company, BlackRock is not permitted to obtain or use material non-public information acquired by any unit
of BlackRock, in the course of these activities. In addition, from time to time, the activities of BlackRock may limit the Company’s
flexibility in purchases and sales of securities. As indicated below, BlackRock may engage in transactions with companies in which BlackRock-advised
funds or other clients of BlackRock have an investment.
BlackRock
and its personnel and other financial service providers may have interests in promoting sales of the Company. With respect to BlackRock
and its personnel, the remuneration and profitability relating to services to and sales of the Company or other products may be greater
than remuneration and profitability relating to services to and sales of certain funds or other products that might be provided or offered.
BlackRock and its sales personnel may directly or indirectly receive a portion of the fees and commissions charged to the Company or their
shareholders. BlackRock and its advisory or other personnel may also benefit from increased amounts of assets under management. Fees and
commissions may also be higher than for other products or services, and the remuneration and profitability to BlackRock and such personnel
resulting from transactions on behalf of or management of the Company may be greater than the remuneration and profitability resulting
from other funds or products.
BlackRock
may provide valuation assistance to certain clients with respect to certain securities or other investments and the valuation recommendations
made for such clients’ accounts may differ from the valuations for the same securities or investments assigned by the Company’s
pricing vendors, especially if such valuations are based on broker-dealer quotes or other data sources unavailable to the Company’s
pricing vendors. While BlackRock will generally communicate its valuation information or determinations to the Company’s pricing
vendors and/or fund accountants, there may be instances where the Company’s pricing vendors or fund accountants assign a different
valuation to a security or other investment than the valuation for such security or investment determined or recommended by BlackRock.
When
market quotations are not readily available or are believed by BlackRock to be unreliable, the Company’s investments are valued
at fair value by BlackRock. BlackRock has been designated as the Company’s valuation designee pursuant to Rule 2a-5 under
the Investment Company Act and acts through BlackRock’s Rule 2a-5 Committee (the “2a-5 Committee”), with assistance
from other BlackRock pricing committees and in accordance with BlackRock’s policies and procedures (the “Valuation Procedures”).
When determining a “fair value price,” the 2a-5 Committee seeks to determine the price that the Company might reasonably
expect to receive from the current sale of that asset or liability in an arm’s-length transaction. The price generally may not
be determined based on what the Company might reasonably expect to receive for selling an asset or liability at a later time or if it
holds the asset or
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liability
to maturity. While fair value determinations will be based upon all available factors that BlackRock deems relevant at the time of the
determination, and may be based on analytical values determined by BlackRock using proprietary or third party valuation models, fair value
represents only a good faith approximation of the value of an asset or liability. The fair value of one or more assets or liabilities
may not, in retrospect, be the price at which those assets or liabilities could have been sold during the period in which the particular
fair values were used in determining the Company’s NAV. As a result, the Company’s sale or repurchase of its shares at NAV,
at a time when a holding or holdings are valued by the 2a-5 Committee at fair value, may have the effect of diluting or increasing the
economic interest of existing stockholders and may affect the amount of revenue received by BlackRock with respect to services for which
it receives an asset-based fee.
To
the extent permitted by applicable law, the Company may invest all or some of its short-term cash investments in any money market fund
or similarly-managed private fund advised or managed by BlackRock. In connection with any such investments, the Company, to the extent
permitted by the Investment Company Act, may pay its share of expenses of a money market fund or other similarly-managed private fund
in which it invests, which may result in the Company bearing some additional expenses.
BlackRock
and its directors, officers and employees, may buy and sell securities or other investments for their own accounts and may have conflicts
of interest with respect to investments made on behalf of the Company. As a result of differing trading and investment strategies or constraints,
positions may be taken by directors, officers and employees of BlackRock that are the same, different from or made at different times
than positions taken for the Company. To lessen the possibility that the Company will be adversely affected by this personal trading,
the Company and the Advisor each have adopted a Code of Ethics in compliance with Section 17(j) of the Investment Company Act that
restricts securities trading in the personal accounts of investment professionals and others who normally come into possession of information
regarding the Company’s portfolio transactions. Each Code of Ethics is also available on the EDGAR Database on the SEC’s
Internet site at http://www.sec.gov, and copies may be obtained, after paying a duplicating fee, by e-mail at publicinfo@sec.gov.
BlackRock
will not purchase securities or other property from, or sell securities or other property to, the Company, except that the Company may
in accordance with rules or guidance adopted under the Investment Company Act engage in transactions with another fund or accounts that
are affiliated with the Company as a result of common officers, directors, or investment advisers or pursuant to exemptive orders granted
to the Company and/ or BlackRock by the SEC. These transactions would be effected in circumstances in which BlackRock determined that
it would be appropriate for the Company to purchase and another client of BlackRock to sell, or the Company to sell and another client
of BlackRock to purchase, the same security or instrument on the same day. From time to time, the activities of the Company may be restricted
because of regulatory requirements applicable to BlackRock and/or BlackRock’s internal policies designed to comply with, limit
the applicability of, or otherwise relate to such requirements. A client not advised by BlackRock would not be subject to some of those
considerations. There may be periods when BlackRock may not initiate or recommend certain types of transactions, or may otherwise restrict
or limit its advice in certain securities or instruments issued by or related to companies for which BlackRock is performing advisory
or other services or has proprietary positions. For example, when BlackRock is engaged to provide advisory or risk management services
for a company, BlackRock may be prohibited from or limited in purchasing or selling securities of that company on behalf of the Company,
particularly where such services result in BlackRock obtaining material non-public information about the company (e.g., in connection
with participation in a creditors’ committee). Similar situations could arise if personnel of BlackRock serve as directors of companies
the securities of which the Company wishes to purchase or sell. However, if permitted by applicable law, and where consistent with BlackRock’s
policies and procedures (including the necessary implementation of appropriate information barriers), the Company may purchase securities
or instruments that are issued by such companies, are the subject of an advisory or risk management assignment by BlackRock, or where
personnel of BlackRock are directors or officers of the issuer.
BlackRock
has adopted and implemented policies and procedures that are designed to address potential conflicts that arise in connection with the
advisory services BlackRock provides to the Company and other clients. Certain BlackRock advisory personnel may take views, and make decisions
or recommendations, that are different than or opposite those of other BlackRock advisory personnel. Certain portfolio management teams
within BlackRock may make decisions or take (or refrain from taking) actions with respect to clients they advise in a manner different
than or adverse to the decisions made or the actions taken (or not taken) by the Company’s portfolio management teams. The various
portfolio management teams may not share information with each other, including as a result of certain information barriers and other
policies, and will not have any obligation or other duty to do so.
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BlackRock
has established certain information barriers and other policies to address the sharing of information between different businesses within
BlackRock, including, effective on or about January 21, 2025, with respect to personnel responsible with managing portfolios and
voting proxies with respect to certain index equity portfolios versus those responsible for managing portfolios and voting proxies with
respect to all other portfolios. As a result of information barriers, certain units of BlackRock generally will not have access, or will
have limited access, to certain information and personnel, including senior personnel, in other units of BlackRock, and generally will
not manage the Company with the benefit of information possessed by such other units. Therefore, BlackRock may not be able to review potential
investments for the Company with the benefit of information held by certain areas of BlackRock.
BlackRock
may determine to move certain personnel, businesses, or business units from one side of an information barrier to the other side of the
information barrier. In connection therewith, BlackRock personnel, businesses, and business units that were moved will no longer have
access to the information and personnel from the side of the information barrier from which they were moved. Information obtained in connection
with such changes to information barriers may limit or restrict the ability of BlackRock to engage in or otherwise effect transactions
on behalf of the Company (including purchasing or selling securities that BlackRock may otherwise have purchased or sold for a client
in the absence of a change to an information barrier). Information barriers may not have their intended impact due to, for example, changes
in applicable law or inadvertent crossings of the barriers, and actions by personnel on one side of a barrier may impact the potential
actions of personnel on the other side of a barrier.
Although
the information barriers are intended to allow for independent portfolio management decision-making and proxy voting among certain BlackRock
businesses, the investment activities of BlackRock for BlackRock clients, as well as BlackRock’s proprietary accounts, may nonetheless
limit the investment strategies and rights of other clients (including the Company). As BlackRock’s assets under management increases,
BlackRock clients may face greater negative impacts due to ownership restrictions and limitations imposed by laws, regulations, rules,
regulators, or issuers. For example, in certain circumstances where a BlackRock client invests in securities issued by companies that
operate in certain industries (e.g., banking, insurance, and utilities) or in certain emerging or international markets, or are subject
to regulatory or corporate ownership restrictions (e.g., with mechanisms such as poison pills in place to prevent takeovers), or where
a BlackRock client invest in certain futures and derivatives, there may be limits on the aggregate amount invested by BlackRock for its
clients and BlackRock’s proprietary accounts that may not be exceeded without the grant of a license or other regulatory or corporate
approval, order, consent, relief, waiver or non-disapproval or, if exceeded, may cause BlackRock or its clients to be subject to enforcement
actions, disgorgement of share ownership or profits, regulatory restrictions, complex compliance reporting, increased compliance costs
or suffer disadvantages or business restrictions. In light of certain restrictions, BlackRock may also seek to make indirect investments
(e.g., using derivatives) on behalf of its clients to receive exposure to certain securities in excess of the applicable ownership restrictions
and limitations when legally permitted that will expose such clients to additional costs and additional risks, including any risks associated
with investing in derivatives. There may be limited availability of derivatives that provide indirect exposure to an impacted security.
BlackRock clients can be subject to more than one ownership limitation depending on each client’s holdings, and each ownership
limitation can impact multiple securities held by the client. Certain clients or shareholders may have their own overlapping obligations
to monitor their compliance with ownership limitations across their investments.
If
certain aggregate ownership thresholds are reached either through the actions of BlackRock or a BlackRock client or as a result of corporate
actions by the issuer, the ability of BlackRock on behalf of clients to purchase or dispose of investments, or exercise rights (including
voting) or undertake business transactions, may be restricted by law, regulation, rule, or organizational documents or otherwise impaired.
For example, to meet the requirements of an ownership limitation or restriction, a client may be unable to purchase or directly hold a
security the client would otherwise purchase or hold. The limitation or restriction may be based on the holdings of other BlackRock clients
instead of the specific client being restricted. For index funds, this means a fund may not be able to track its index as closely as it
would if it was not subject to an ownership limitation or restriction because the fund cannot acquire the amount of the impacted security
included in its index. BlackRock on behalf of its clients may limit purchases, sell existing investments, utilize indirect investments,
utilize information barriers, or otherwise restrict, forgo, or limit the exercise of rights (including transferring, outsourcing, or limiting
voting rights or forgoing the right to receive dividends) when BlackRock, in its sole discretion, deems it appropriate in light of potential
regulatory or other restrictions on ownership or other consequences resulting from reaching investment thresholds. These types of restrictions
could negatively impact a client’s performance or ability to meet its investment objective.
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When
BlackRock or a BlackRock client is subject to an ownership limitation, BlackRock may in its discretion seek permission from the applicable
issuers or regulators to exceed the limitation. However, there is no guarantee that permission will be granted, or that, once granted,
it will not be modified or revoked at a later date with minimal or no notice. The issuer and/or regulator may also require that BlackRock
on behalf of itself and its clients take or refrain from taking certain actions in connection with the approval, order, consent, relief
or non-disapproval, which BlackRock may accept if it believes the benefits outweigh the costs and may limit BlackRock from taking actions
that it otherwise would take. In those circumstances where ownership thresholds or limitations must be observed, BlackRock seeks to allocate
limited investment opportunities equitably among clients, taking into consideration benchmark weight and investment strategy. BlackRock
may adopt certain controls designed to prevent the occurrence of a breach of any applicable ownership threshold or limits, including,
for example, when ownership in certain securities nears an applicable threshold, BlackRock may limit additional purchases in such securities
or, with respect to ETFs, remove such securities from the list of Deposit Securities to be delivered to the fund in connection with purchases
of Creation Units of such fund. If client holdings of an issuer exceed an applicable threshold and BlackRock is unable to obtain relief
to enable the continued holding of such investments, it may be necessary to reduce these positions to meet the applicable limitations
and BlackRock or such client may be subject to regulatory actions. In these cases, the investments will be sold in a manner that BlackRock
deems fair and equitable over time.
Ownership
limitations are highly complex. It is possible that, despite BlackRock’s intent to either comply with or be granted permission
to exceed ownership limitations, it may inadvertently breach a limit or violate the corporate or regulatory approval, order, consent,
relief or non-disapproval that was obtained.
In
addition to the foregoing, other ownership thresholds may trigger reporting requirements to governmental and regulatory authorities, and
such reports may entail the disclosure of the identity of a client or BlackRock’s intended strategy with respect to such security
or asset.
BlackRock
may maintain securities indices. To the extent permitted by applicable laws, the Company may seek to license and use such indices as part
of their investment strategy. Index based funds that seek to track the performance of securities indices also may use the name of the
index or index provider in the fund name. Index providers, including BlackRock (to the extent permitted by applicable law), may be paid
licensing fees for use of their index or index name. In instances where BlackRock charges a unitary management fee, BlackRock may have
a financial incentive to use a BlackRock index that is less costly to BlackRock than a third party index. BlackRock may benefit from the
fund using BlackRock indices by creating increasing acceptance in the marketplace for such indices. BlackRock is not obligated to license
its indices to the Company and the Company is under no obligation to use BlackRock indices. Any fund that enters into a license for a
BlackRock index cannot be assured that the terms of any index licensing agreement with BlackRock will be as favorable as those terms offered
to other licensees.
BlackRock
may enter into contractual arrangements with third-party service providers to the Company (e.g., custodians, administrators and index
providers) pursuant to which BlackRock receives fee discounts or concessions in recognition of BlackRock’s overall relationship
with such service providers. BlackRock may also enter into contractual arrangements with such service providers pursuant to which BlackRock
incurs additional costs if the service provider’s services are terminated with respect to the Company. To the extent that BlackRock
is responsible for paying service providers out of its fees that it receives from the Company, the benefits of lower fees, including any
fee discounts or concessions, or any additional savings, may accrue, in whole or in part, to BlackRock, which could result in conflicts
of interest relating to the use or termination of service providers to the Company. In addition, conflicts of interest may arise with
respect to contractual arrangements with third-party service providers to the Company, or the selection of such providers, particularly
in circumstances where BlackRock is negotiating on behalf of both funds that have a unitary management fee and those that do not or different
service providers have different fee structures.
Conflicts
of interest may arise as a result of simultaneous investment management of multiple client accounts by the BlackRock’s investment
professionals. For example, differences in the advisory fee structure may create the appearance of actual or potential conflicts of interest
because such differences could create pecuniary incentives for BlackRock to favor one client account over another.
BlackRock
owns or has an ownership interest in certain trading, portfolio management, operations and/or information systems used by Company service
providers. These systems are, or will be, used by the Company service provider in connection with the provision of services to accounts
managed by BlackRock and funds managed and
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sponsored
by BlackRock, including the Company, that engage the service provider (typically the custodian). The Company’s service provider
remunerates BlackRock for the use of the systems. The Company service provider’s payments to BlackRock for the use of these systems
may enhance the profitability of BlackRock.
BlackRock’s
receipt of fees from a service provider in connection with the use of systems provided by BlackRock may create an incentive for BlackRock
to recommend that the Company enter into or renew an arrangement with the service provider.
In
recognition of a BlackRock client’s overall relationship with BlackRock, BlackRock may offer special pricing arrangements for certain
services provided by BlackRock. Any such special pricing arrangements will not affect Company fees and expenses applicable to such client’s
investment in the Company.
Present
and future activities of BlackRock and its directors, officers and employees, in addition to those described in this section, may give
rise to additional conflicts of interest.
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Wells
Fargo Bank, National Association provides custodian services to us pursuant to a custodian services agreement. For the services provided
to us by the Custodian, the Custodian is entitled to fees as agreed upon from time to time. The address of Wells Fargo Bank, National
Association is 101 North Phillips Avenue, Sioux Falls, South Dakota 57104.
Computershare
Inc. provides transfer agency support to us and serves as our dividend paying agent under a transfer agency agreement. The address of
Computershare Inc., 150 Royall St, Canton, MA 02021 United States.
Certain
legal matters in connection with the Securities will be passed upon for us by Skadden, Arps, Slate, Meagher & Flom LLP, New York,
New York.
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
The
consolidated financial statements of the Company and its subsidiaries, incorporated in this prospectus by reference from the Company’s
Annual Report on Form 10-K as of December 31, 2024, and the effectiveness of the Company’s internal control over financial
reporting, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports
incorporated by reference, and included elsewhere in this Registration Statement.
The
address of Deloitte & Touche LLP is 555 West 5th Street, Suite 2700, Los Angeles, California 90013.
We
have filed a registration statement with the SEC on Form N-2, including amendments, relating to the shares we are offering. This
prospectus does not contain all of the information set forth in the registration statement, including any exhibits and schedules it may
contain. For further information concerning us or the shares we are offering, please refer to the registration statement. Statements contained
in this prospectus as to the contents of any contract or other document referred to describe the material terms thereof but are not necessarily
complete and in each instance reference is made to the copy of any contract or other document filed as an exhibit to the registration
statement. Each statement is qualified in all respects by this reference.
We
file with or submit to the SEC annual, quarterly and current periodic reports, proxy statements and other information meeting the informational
requirements of the Exchange Act. Copies of these reports, proxy and information statements and other information may be obtained, after
paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov. In addition, the SEC maintains an
Internet website that contains reports, proxy and information statements and other information filed electronically by us with the SEC
at http://www.sec.gov.
We
maintain a website at http://www.tcpcapital.com and we make all of our annual, quarterly and current reports, proxy statements and other
publicly filed information available, free of charge, on or through this website. Information contained on our website is not incorporated
by reference into this prospectus and should not be considered to be part of this prospectus.
No
person is authorized to give any information or represent anything not contained in this prospectus, any accompanying prospectus supplement
and any applicable pricing supplement. We are only offering the securities in places where sales of those securities are permitted. The
information contained in this prospectus, any accompanying prospectus supplement and any applicable pricing supplement, as well as information
incorporated by reference, is current only as of the date of that information. Our business, financial condition, results of operations
and prospects may have changed since that date.
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We
are committed to maintaining the privacy of our stockholders and to safeguarding their non-public personal information. The following
information is provided to help you understand what personal information we collect, how we protect that information and why, in certain
cases, we may share information with select other parties.
Generally,
we do not receive any non-public personal information relating to our stockholders, although certain non-public personal information of
our stockholders may become available to us. We do not disclose any non-public personal information about our stockholders or former stockholders
to anyone, except as permitted by law or as is necessary in order to service stockholder accounts (for example, to a transfer agent or
third-party administrator).
We
restrict access to non-public personal information about our stockholders to employees of the Advisor and its affiliates with a legitimate
business need for the information. We maintain physical, electronic and procedural safeguards designed to protect the non-public personal
information of our stockholders.
PART C - OTHER INFORMATION
|
ITEM 25. |
FINANCIAL STATEMENTS AND EXHIBITS |
The
consolidated statements of assets and liabilities, including the consolidated schedules of investments, as of June 30, 2025, March 31,
2025, December 31, 2024 and December 31, 2023, the related consolidated statements of operations, cash flows, and changes in net assets
for each of the three years in the period ended December 31, 2024 and the three months ended June 30, 2025, March 31, 2025, June 30, 2024,
and March 31, 2024, and the related notes, and management’s assessment of the effectiveness of internal control over financial reporting
(which is included in Management’s Discussion and Analysis of Financial Condition and Results of Operations) as of December 31,
2024 have been incorporated by reference in this registration statement in “Part A—Information Required in a Prospectus.”
|
Exhibit No. |
Description |
| (a)(1) |
Certificate of Incorporation of the Registrant(1) |
| (a)(2) |
Certificate
of Amendment to the Certificate of Incorporation of the Registrant(2) |
| (b) |
Second
Amended and Restated Bylaws of the Registrant(3) |
| (c) |
Not Applicable |
| (d)(1) |
Statement
of Eligibility of Trustee on Form T-1* |
| (d)(2) |
Form
of Certificate of Designation for Preferred Stock(4) |
| (d)(3) |
Indenture, dated as of August 11, 2017, by and between the Registrant and U.S. Bank National Association, as the Trustee(5) |
| (d)(4) |
First Supplemental Indenture, dated as of August 11, 2017, by and between the Registrant and U.S. Bank National Association, as the Trustee(5) |
| (d)(7) |
Second Supplemental Indenture, dated as of August 23, 2019, by and between the Registrant and U.S. Bank National Association, as the Trustee(6) |
| (d)(8) |
Third Supplemental Indenture, dated as of February 9, 2021, by and between the Registrant and U.S. Bank National Association, as the Trustee(7) |
| (d)(9) |
Fourth Supplemental Indenture, dated as of May 30, 2024, between the Registrant and U.S. Bank Trust Company, National Association, as the Trustee(8) |
| (e) |
Dividend
Reinvestment Plan of Registrant(20) |
| (f) |
Not Applicable |
| (g)(i) |
Second
Amended and Restated Investment Management Agreement By and Between Registrant and Tennenbaum Capital Partners, LLC(18) |
| (g)(ii) |
Fee
Waiver Agreement between Registrant and Tennenbaum Capital Partners, LLC(19) |
| (h) |
Form of Underwriting Agreement(+) |
| (i) |
Not Applicable |
| (j) |
Custodial Agreement dated as of July 31, 2006(10) |
| (k)(1) |
Form of Administration Agreement of the Registrant (11) |
| (k)(2) |
Form of Transfer Agency and Registrar Services Agreement(9) |
| (k)(3) |
Form of License Agreement(9) |
|
Exhibit No. |
Description |
| (k)(4) |
Indenture, dated as of June 17, 2014, by and between the Registrant and U.S. Bank National Association, as the Trustee(12) |
| (k)(6) |
Indenture, dated as of September 6, 2016, by and between the Registrant and U.S. Bank National Association, as the Trustee(13) |
| (k)(8) |
TCPC Funding Loan Financing and Servicing Agreement dated as of May 7, 2019(14) |
| (k)(9) |
Amended
and Restated Senior Secured Revolving Credit Agreement dated as of May 6, 2019(15) |
| (k)(10) |
Amended and Restated Guaranty, Pledge and Security Agreement dated as of May 6, 2019(15) |
| (k)(11) |
Loan
and Servicing Agreement dated as of August 4, 2020(16) |
| (k)(12) |
Form of Global Note of 2.850% Notes due 2026(6) |
| (k)(13) |
Form
of Global Note of 6.95% Notes due 2029(21) |
| (k)(14) |
Ninth
Amendment, dated as of May 16, 2025, by and among BCIC Merger Sub, LLC, the Subsidiary Guarantors party thereto, the Lenders party thereto
and Citibank, N.A., as administrative agent(22) |
| (l) |
Opinion and Consent of Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the Registrant(*) |
| (m) |
Not Applicable |
| (n)(1) |
Consent
of Deloitte & Touche LLP(*) |
| (n)(2) |
Power
of Attorney(*) |
| (o) |
Not Applicable |
| (p) |
Not Applicable |
| (q) |
Not Applicable |
| (r) |
Consolidated
Code of Ethics of the Registrant and our Advisor(*) |
| (s) |
Calculation
of Filing Fee Table(*) |
| 99.1 |
Form
of Preliminary Prospectus Supplement For Common Stock Offerings(*) |
| 99.2 |
Form
of Preliminary Prospectus Supplement For Preferred Stock Offerings(*) |
| 99.3 |
Form
of Preliminary Prospectus Supplement For Debt Offerings(*) |
| 99.4 |
Form
of Preliminary Prospectus Supplement For Subscription Rights Offerings(*) |
| 99.5 |
Form
of Preliminary Prospectus Supplement For Warrant Offerings(*) |
|
+ |
To be filed by amendment. |
|
(1) |
Incorporated by reference to Exhibit (a)(2) to the Registrant’s Registration Statement under the Securities
Act of 1933 (File No. 333-172669), on Form N-2, filed on May 13, 2011. |
|
(2) |
Incorporated by reference to Exhibit 99.2 to the Registrant’s Form 8-K, filed on August 2, 2018. |
|
(3) |
Incorporated by reference to Exhibit 99.1 to the Registrant’s Form 8-K, filed on August 2, 2024. |
|
(4) |
Incorporated by reference to Exhibit 4.1 of the Registrant’s Form 8-K filed on June 17, 2014. |
|
(5) |
Incorporated by reference to the corresponding exhibit number to Post-Effective Amendment No. 3 to the Registrant’s
Registration Statement under the Securities Act of 1933 (File No. 333-216716) on Form N-2, filed on November 28, 2017. |
|
(6) |
Incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed on February 9, 2021. |
|
(7) |
Incorporated by reference to Exhibit 14.1 to the Registrant’s Form 10-K, filed on February 25, 2021. |
|
(8) |
Incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed on June 17, 2014. |
|
(9) |
Incorporated by reference to the corresponding exhibit number to the Registrant’s Registration Statement
under the Securities Act of 1933 (File No. 333-194669), on Form N-2, filed on June 5, 2014. |
|
(10) |
Incorporated by reference to the corresponding exhibit number to the Registrant’s Registration Statement
under the Securities Act of 1933 (File No. 333-172669), on Form N-2, filed on May 13, 2011. |
|
(11) |
Incorporated by reference to the corresponding exhibit number to the Registrant’s Registration Statement
under the Securities Act of 1933 (File No. 333-172669), on Form N-2, filed on March 5, 2012. |
|
(12) |
Incorporated by reference to the corresponding exhibit number to the Registrant’s Registration Statement
under the Securities Act of 1933 (File No. 333-204571), on Form N-2, filed on May 29, 2015. |
|
(13) |
Incorporated by reference to the corresponding exhibit number to Post-Effective Amendment No. 1 to the Registrant’s
Registration Statement under the Securities Act of 1933 (File No. 333-216716), on Form N-2, filed on August 11, 2017. |
|
(14) |
Incorporated by reference to Exhibit 10.2 of the Registrant’s Form 8-K filed on May 8, 2019. |
|
(15) |
Incorporated by reference to Exhibit 10.3 of the Registrant’s Form 8-K filed on May 8, 2019. |
|
(16) |
Incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on August 6, 2020. |
|
(18) |
Incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on September 6, 2023. |
|
(19) |
Incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K filed on September 6, 2023. |
|
(20) |
Incorporated by reference to Exhibit 10.6 to the Registrant’s Form 8-K filed on March 18, 2024. |
|
(21) |
Incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed on May 30, 2024. |
|
(22) |
Incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on May 19, 2025. |
|
ITEM 26. |
MARKETING ARRANGEMENTS |
Any information concerning
any underwriters (and related marketing arrangements) will be contained in the accompanying prospectus supplement, if any.
|
ITEM 27. |
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION** |
| Commission
registration fee |
* |
| Nasdaq Global Select
Additional Listing Fees |
** |
| FINRA filing fee |
** |
| Accounting fees and
expenses |
** |
| Legal fees and expenses |
** |
| Printing and engraving |
** |
| Miscellaneous fees
and expenses |
** |
| Total |
** |
| |
* |
Deferred in reliance on Rule 456(b) and 457(r) |
|
** |
These fees and expenses are calculated based on the number of issuances and amount of securities offered and
accordingly cannot be estimated at this time. |
All of the expenses set forth above shall
be borne by the Company.
|
ITEM 28. |
PERSONS CONTROLLED BY OR UNDER COMMON CONTROL |
As of September 22, 2025,
the following list sets forth entities in which the Registrant owns a controlling interest, the state under whose laws the entity is organized,
and the percentage of voting securities or membership interests owned by the Registrant in such entity.
|
Name of Entity and Place of Jurisdiction |
% of Voting Securities Owned |
| Special Value Continuation
Partners, LLC (Delaware) |
100.0% |
| TCPC Funding I LLC (Delaware) |
100.0% |
| TCPC Funding II LLC (Delaware) |
100.0% |
| TCPC SBIC, LP (Delaware) |
100.0% |
| BCIC Merger Sub, LLC (Delaware)* |
100.0% |
* Special
Value Continues Partners, LLC owns 100% of the equity of BCIC Merger Sub, LLC.
|
ITEM 29. |
NUMBER OF HOLDERS OF SECURITIES |
The following table sets forth
the number of record holders of our common stock at June 30, 2025.
|
Title of Class |
Number of Record Holders |
| Common
Stock, par value $.001 per share |
161 |
The information contained
under the heading “Description of Our Capital Stock” is incorporated herein by reference.
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant
to the provisions described above, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person in the successful defense of an action suit or proceeding) is asserted by a director, officer or controlling
person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is again
public policy as expressed in the Act and will be governed by the final adjudication of such issue.
The Registrant carries
liability insurance for the benefit of its directors and officers (other than with respect to claims resulting from the willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office) on a claims-made basis.
The Registrant has agreed
to indemnify the underwriters against specified liabilities for actions taken in their capacities as such, including liabilities under
the Securities Act.
|
ITEM 31. |
BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISOR |
For information as to
the business, profession, vocation or employment of a substantial nature of each of the officers and directors of our Advisor, reference
is made to our Advisor’s Form ADV, filed with the Securities and Exchange Commission under the Investment Advisers Act of 1940,
and incorporated herein by reference upon filing.
|
ITEM 32. |
LOCATION OF ACCOUNTS AND RECORDS |
All accounts, books
and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940, and the rules thereunder are maintained
at the offices of:
|
(1) |
the Registrant, 2951 28th Street, Suite 1000, Santa Monica, CA 90405; |
|
(2) |
the Transfer Agent, Computershare, Inc., 150 Royall St., Canton, MA 02021; |
|
(3) |
the Custodian, Wells Fargo Bank, National Association, 101 North Phillips Avenue, Sioux Falls, South Dakota
57104; and |
|
(4) |
our Advisor, 2951 28th Street, Suite 1000, Santa Monica, CA 90405. Our Advisor’s telephone number is
(310) 566-1094, and its facsimile number is (310) 566-1010. |
|
ITEM 33. |
MANAGEMENT SERVICES |
Not Applicable.
|
(a) |
to file, during any period in which offers or sales are being made, a post-effective amendment to the registration
statement: |
|
(1) |
to include any prospectus required by Section 10(a)(3) of the Securities Act; |
|
(2) |
to reflect in the prospectus any facts or events after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information
set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b), or other applicable
SEC rule under the Securities Act, if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum
aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
and |
|
(3) |
to include any material information with respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in the registration statement; |
provided, however,
that paragraphs 3(a)(i), (ii), and (iii) of this section do not apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant to section 13, section 14 or
section 15(d) of the Exchange Act that are incorporated by reference into this Registration Statement, or is contained in a form of prospectus
filed pursuant to Rule 424(b) that is part of this Registration Statement.
|
(b) |
that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of those securities at
that time shall be deemed to be the initial bona fide offering thereof; |
|
(c) |
to remove from registration by means of a post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering; |
|
(d) |
that, for the purpose of determining liability under the Securities Act to any purchaser: |
|
(1) |
if the Registrant is relying on Rule 430B: |
|
(A) |
Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration
statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
|
(B) |
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration
statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (x), or (xi) for the purpose of providing
the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement
as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract |
of sale of securities
in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at
that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities
in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part
of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or
prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective
date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement
or made in any such document immediately prior to such effective date; or
|
(2) |
if the Registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) under the Securities
Act, as applicable, as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B
or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as
of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus
that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such
first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such date of first use; and |
|
(e) |
that, for the purpose of determining liability of the Registrant under the Securities Act to any purchaser
in the initial distribution of securities: The undersigned Registrant undertakes that in a primary offering of securities of the undersigned
Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser,
if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will
be a seller to the purchaser and will be considered to offer or sell such securities to the purchaser: (1) any preliminary prospectus
or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 497 under the Securities Act;
(2) free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by
the undersigned Registrant; (3) the portion of any other free writing prospectus or advertisement pursuant to Rule 482 under the Securities
Act relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf
of the undersigned Registrant; and (4) any other communication that is an offer in the offering made by the undersigned Registrant to
the purchaser. |
|
5. |
The Registrant undertakes that, for purposes of determining any liability under the Securities Act, each filing
of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference
into the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
|
6. |
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the Registrant, the Registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will, unless in the opinion of its |
counsel the matter
has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
|
7. |
to send by first class mail or other means designed to ensure equally prompt delivery, within two business
days of receipt of a written or oral request, any prospectus or statement of additional information. |
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the Registrant has duly caused this Registration Statement on Form N-2 to be signed on its behalf by the
undersigned, in the City of Santa Monica, and State of New York, thereunto duly authorized, on the 22nd day of September, 2025.
| |
BLACKROCK TCP CAPITAL CORP. |
| |
|
| |
By: |
/s/ Philip Tseng |
| |
|
Philip Tseng |
| |
|
Chief Executive Officer, Chairman of the Board and Director |
Pursuant to the requirements
of the Securities Act of 1933, this Registration Statement on Form N-2 has been signed by the following persons in the capacities indicated
on the 22nd day of September 2025. This document may be executed by the signatories hereto on any number of counterparts, all
of which constitute one and the same instrument.
| Signature |
|
Title |
| |
|
|
| /s/ Philip Tseng |
|
Chief Executive Officer, Chairman of the Board and Director |
| Philip Tseng |
|
(principal executive officer) |
| |
|
|
| /s/ Erik L. Cuellar |
|
Chief Financial Officer |
| Erik L. Cuellar |
|
(principal financial and accounting officer) |
| |
|
|
| * |
|
Director |
| John R. Baron |
|
|
| |
|
|
| * |
|
Director |
| Eric J. Draut |
|
|
| |
|
|
| * |
|
Director |
| Karen L. Leets |
|
|
| |
|
|
| * |
|
Director |
| Andrea L. Petro |
|
|
| |
|
|
| * |
|
Director |
| Maureen K. Usifer |
|
|
| *By: |
/s/ Diana Huffman |
|
| |
Diana Huffman |
|
| |
as Attorney-in-Fact |
|
INDEX TO EXHIBITS
Exhibits
Yes
333-000000
N-2
0001370755
false
0001370755
2025-09-22
2025-09-22
0001370755
2025-06-30
0001370755
brt:RisksRelatingToTheOfferingsPursuantToThisProspectusMember
2025-09-22
2025-09-22
0001370755
brt:RiskRelatedToCommonStockMember
2025-09-22
2025-09-22
0001370755
brt:CommonStocksMember
2025-09-22
2025-09-22
0001370755
brt:PreferredStocksMember
2025-09-22
2025-09-22
0001370755
brt:SeniorUnsecuredNotesMatureIn2026Member
2025-09-22
2025-09-22
0001370755
brt:UnsecuredNotesMatureIn2029Member
2025-09-22
2025-09-22
0001370755
brt:SubscriptionRightsMember
2025-09-22
2025-09-22
0001370755
brt:WarrantsMember
2025-09-22
2025-09-22
0001370755
dei:BusinessContactMember
2025-09-22
2025-09-22
iso4217:USD
xbrli:shares
xbrli:shares
iso4217:USD
