[Financial Highlights and Executive Summary](index=1&type=section&id=Financial%20Highlights%20and%20Executive%20Summary) This section summarizes BlackRock TCP Capital Corp.'s Q4 and full-year 2023 financial performance, key metrics, and strategic outlook, including the pending merger [Q4 & Full Year 2023 Performance Overview](index=1&type=section&id=Q4%20%26%20Full%20Year%202023%20Performance%20Overview) The company reported solid Q4 and full-year 2023 financial results, with strong net investment income growth and consistent dividend coverage - Generated solid net investment income in Q4 2023, contributing to a strong year with **20% NII growth** and a **14.5% net investment income return on equity**[3](index=3&type=chunk) - Achieved **47 consecutive quarters of dividend coverage**, with Q4 2023 net investment income of **$0.44 per share** exceeding the regular dividend of **$0.34 per share**[4](index=4&type=chunk) - Net asset value (NAV) per share declined to **$11.90** at December 31, 2023, from **$12.72** at September 30, 2023, primarily due to unrealized losses on three idiosyncratic portfolio positions[3](index=3&type=chunk)[4](index=4&type=chunk) [Key Financial Metrics](index=1&type=section&id=Key%20Financial%20Metrics) Key financial metrics for Q4 and full-year 2023 highlight strong NII, a decline in NAV, active investment management, and stable dividend declarations Key Financial Metrics Table | Metric | Q4 2023 | Full Year 2023 | | :--------------------------------- | :-------------------- | :-------------------- | | Net Investment Income (NII) (million USD / share) | $25.3 million ($0.44/share) | $106.6 million ($1.84/share) | | Net Asset Value (NAV) per share (USD) | $11.90 (as of Dec 31, 2023) | $11.90 (as of Dec 31, 2023) | | Net Decrease in Net Assets from Operations (million USD / share) | $13.3 million ($0.23/share) | $38.5 million ($0.67/share) (Net Increase) | | Total Acquisitions (million USD) | $40.6 million | $226.1 million | | Total Dispositions (million USD) | $42.2 million | $218.7 million | | Loans on Non-Accrual Status (Fair Value) (%) | 2.0% of portfolio | 2.0% of portfolio | | Loans on Non-Accrual Status (Cost) (%) | 3.7% of portfolio | 3.7% of portfolio | | Q1 2024 Dividend Declared (USD / share) | $0.34 per share | N/A | [Strategic Initiatives & Outlook](index=1&type=section&id=Strategic%20Initiatives%20%26%20Outlook) The company maintains solid credit quality, focuses on selective investments, and expects its merger with BCIC to close in Q1 2024, creating scale and NII accretion - Overall credit quality is **solid**, and the company is well-positioned to execute its strategy of selectively investing in compelling, new opportunities[5](index=5&type=chunk) - The proposed merger with BlackRock Capital Investment Corporation (BCIC) is anticipated to close in **Q1 2024**, creating substantial scale, operational cost synergies, better access to capital, and is expected to be **accretive to NII**[4](index=4&type=chunk)[5](index=5&type=chunk) [Portfolio and Investment Activity](index=3&type=section&id=Portfolio%20and%20Investment%20Activity) This section details the company's investment portfolio composition, including asset types, fair value, non-accrual status, and investment and disposition activities [Portfolio Composition](index=3&type=section&id=Portfolio%20Composition) As of December 31, 2023, the investment portfolio comprised 142 companies with a fair value of approximately **$1.6 billion**, primarily senior secured debt and floating rate investments Portfolio Composition Table | Metric | Value/Percentage (as of Dec 31, 2023) | | :--------------------------------- | :------------------------------------ | | Total Fair Value of Portfolio (billion USD) | Approximately $1.6 billion | | Number of Portfolio Companies | 142 | | Senior Secured Debt (% of total portfolio) | 89.3% of total portfolio | | First Lien Debt (% of total portfolio) | 77.6% of total portfolio | | Equity Positions (% of total portfolio) | Approximately 10.7% of total portfolio | | Floating Rate Debt Investments (% of debt investments) | 95.6% of debt investments | | Floating Rate Debt with Interest Rate Floors (% of floating rate debt) | 94.0% of floating rate debt | | Weighted Average Annual Effective Yield (Debt Portfolio) (%) | 14.1% | | Weighted Average Annual Effective Yield (Total Portfolio) (%) | 13.3% | - Debt investments in four portfolio companies were on non-accrual status, representing **2.0% of the portfolio at fair value** and **3.7% at cost**, including the loan to Thras.io placed on non-accrual during Q4[4](index=4&type=chunk)[7](index=7&type=chunk) [Investment Activity & Yields](index=3&type=section&id=Investment%20Activity%20%26%20Yields) During Q4 2023, the company actively managed its portfolio with **$40.6 million** in new investments and **$42.2 million** in dispositions, focusing on high current income and principal protection Investment Activity & Yields Table | Metric | Q4 2023 | | :--------------------------------- | :-------------------- | | Total Investments Made (million USD) | $40.6 million | | Primary Investment Type | Senior secured loans (91.4% of acquisitions) | | Proceeds from Sales/Repayments (million USD) | $42.2 million | | Weighted Average Effective Yield (New Investments) (%) | 13.4% | | Weighted Average Effective Yield (Exited Investments) (%) | 12.5% | - The company's investment strategy emphasizes obtaining a **high level of current income** with an emphasis on **principal protection**, primarily through senior secured loans, bonds, and subordinated debt, as well as select equity investments[8](index=8&type=chunk) [Asset and Net Asset Value](index=3&type=section&id=Asset%20and%20Net%20Asset%20Value) Total assets remained stable at **$1.7 billion**, while net assets and net asset value per share decreased from the prior quarter Asset and Net Asset Value Table | Metric | Dec 31, 2023 | Sep 30, 2023 | | :-------------------- | :-------------------- | :-------------------- | | Total Assets (billion USD) | $1.7 billion | $1.7 billion | | Net Assets (million USD) | $687.6 million | $735.0 million | | Net Asset Value per Share (USD) | $11.90 | $12.72 | [Consolidated Results of Operations](index=3&type=section&id=Consolidated%20Results%20of%20Operations) This section presents the company's investment income, operating expenses, net investment income, and the impact of realized and unrealized gains and losses on net assets [Investment Income](index=3&type=section&id=Investment%20Income) Total investment income for Q4 2023 was **$50.8 million** (**$0.88 per share**), primarily from interest income, recurring original issue discount, and PIK income Investment Income Table | Income Source | Q4 2023 (per share) | | :--------------------------------- | :-------------------- | | Total Investment Income (USD / share) | $0.88 | | Recurring Original Issue Discount & Exit Fee Amortization (USD / share) | $0.04 | | Interest Income Paid in Kind (PIK) (USD / share) | $0.06 | | Dividend Income (USD / share) | $0.02 | | Other Income (USD / share) | $0.00 | [Operating Expenses](index=3&type=section&id=Operating%20Expenses) Total operating expenses for Q4 2023 were **$25.6 million** (**$0.44 per share**), with interest and incentive compensation as major components, and annualized expenses at **4.5%** of average net assets Operating Expenses Table | Expense Category | Q4 2023 (per share) | | :--------------------------------- | :-------------------- | | Total Operating Expenses (USD / share) | $0.44 | | Interest and Other Debt Expenses (USD / share) | $0.20 | | Incentive Compensation from Net Investment Income (USD / share) | $0.09 | | Annualized Expenses (excl. incentive comp, interest/debt) (% of average net assets) | 4.5% of average net assets | [Net Investment Income and Net Assets Changes](index=3&type=section&id=Net%20Investment%20Income%20and%20Net%20Assets%20Changes) Net investment income for Q4 2023 was **$25.3 million** (**$0.44 per share**), offset by **$38.6 million** (**$0.67 per share**) in net unrealized losses, resulting in a net decrease in net assets from operations Net Investment Income and Net Assets Changes Table | Metric | Q4 2023 | | :--------------------------------- | :-------------------- | | Net Investment Income (million USD / share) | $25.3 million ($0.44/share) | | Net Realized Losses (million USD / share) | $0.0 million ($0.00/share) | | Net Unrealized Losses (million USD / share) | $38.6 million ($0.67/share) | | Net Decrease in Net Assets from Operations (million USD / share) | $13.3 million ($0.23/share) | - Key drivers of net unrealized losses included investments in Edmentum (**$13.8 million**), Thras.io (**$8.6 million**), Aventiv Technologies (Securus) (**$5.4 million**), Astra Acquisition (**$2.4 million**), and Nephron (**$2.3 million**)[12](index=12&type=chunk)[13](index=13&type=chunk) [Liquidity and Capital Resources](index=5&type=section&id=Liquidity%20and%20Capital%20Resources) This section details the company's liquidity position, debt structure, and share repurchase program, highlighting available capital and financing arrangements [Liquidity Position](index=5&type=section&id=Liquidity%20Position) As of December 31, 2023, the company maintained approximately **$359.0 million** in available liquidity, comprising cash and available capacity under its leverage program Liquidity Position Table | Metric | Amount (as of Dec 31, 2023) | | :--------------------------------- | :-------------------------- | | Total Available Liquidity (million USD) | $359.0 million | | Available Capacity under Leverage Program (million USD) | $246.8 million | | Cash and Cash Equivalents (million USD) | $112.2 million | [Debt Structure](index=5&type=section&id=Debt%20Structure) Total debt outstanding at December 31, 2023, was **$988.6 million** (carrying value) with a **4.29%** weighted-average interest rate, comprising various facilities and notes Debt Structure Table | Debt Instrument | Maturity | Rate | Carrying Value (Dec 31, 2023) (USD) | Available Capacity (USD) | | :------------------------ | :--------- | :--------- | :---------------------------- | :------------------- | | Operating Facility | 2026 | SOFR+2.00% | $163,168,808 | $136,831,192 | | Funding Facility II | 2027 | SOFR+2.05% | $100,000,000 | $100,000,000 | | SBA Debentures | 2024−2031 | 2.52% | $150,000,000 | $10,000,000 | | 2024 Notes | 2024 | 3.900% | $249,596,009 | — | | 2026 Notes | 2026 | 2.850% | $325,791,013 | — | | **Total Leverage** | | | **$988,555,830** | **$246,831,192** | | Weighted-Average Interest Rate on Debt Outstanding (%) | | 4.29% | | | [Share Repurchase Program](index=5&type=section&id=Share%20Repurchase%20Program) The Board re-approved a stock repurchase plan for up to **$50.0 million** of common stock, though no shares were repurchased during Q4 or the full year 2023 - The Board re-approved a stock repurchase plan to acquire up to **$50.0 million** of common stock at prices below net asset value per share[18](index=18&type=chunk) - No shares were repurchased during the three months or year ended December 31, 2023[18](index=18&type=chunk) [Merger Agreement](index=5&type=section&id=Merger%20Agreement) This section details the merger agreement with BlackRock Capital Investment Corporation (BCIC), including its status, approvals, expected closing, and post-merger advisor fee structure [Merger Details and Status](index=5&type=section&id=Merger%20Details%20and%20Status) The company's merger agreement with BCIC, updated **January 10, 2024**, is board-approved and anticipated to close in **Q1 2024**, pending stockholder and regulatory approvals - The Merger Agreement with BlackRock Capital Investment Corporation (BCIC) was initially entered into on **September 6, 2023**, and an Amended and Restated Agreement was entered into on **January 10, 2024**[4](index=4&type=chunk)[19](index=19&type=chunk) - The merger has been approved by both companies' Boards of Directors, including independent directors, and is subject to stockholder and customary regulatory approvals[19](index=19&type=chunk)[21](index=21&type=chunk) - The transaction is currently anticipated to close during the **first calendar quarter of 2024**[4](index=4&type=chunk)[21](index=21&type=chunk) [Post-Merger Advisor Fee Structure](index=6&type=section&id=Post-Merger%20Advisor%20Fee%20Structure) Upon merger closing, the Advisor will reduce its base management fee rate from **1.50% to 1.25%** on assets up to **200% of net asset value**, maintaining **1.00%** for assets above this threshold - Subject to the closing of the Merger, the Advisor has agreed to reduce its base management fee rate from **1.50% to 1.25%** on assets equal to or below **200% of the net asset value** of the Company[22](index=22&type=chunk) - The base management fee rate on assets exceeding **200% of net asset value** will remain **1.00%**, with no change to the basis of calculation[22](index=22&type=chunk) [Recent Developments](index=6&type=section&id=Recent%20Developments) This section highlights recent key events, specifically the declaration of the first quarter dividend [Dividend Declaration](index=6&type=section&id=Dividend%20Declaration) The Board of Directors declared a first quarter dividend of **$0.34 per share**, payable on **March 29, 2024** Dividend Declaration Table | Dividend | Amount (USD) | Payable Date | Record Date | | :-------------------- | :------- | :----------- | :---------- | | Q1 2024 Dividend (USD / share) | $0.34/share | March 29, 2024 | March 14, 2024 | [Financial Statements](index=7&type=section&id=Financial%20Statements) This section presents the company's consolidated statements of assets and liabilities and operations for recent fiscal years [Consolidated Statements of Assets and Liabilities](index=7&type=section&id=Consolidated%20Statements%20of%20Assets%20and%20Liabilities) The Consolidated Statements of Assets and Liabilities detail the company's financial position at year-end 2023 and 2022, including investments, cash, debt, and net assets Consolidated Statements of Assets and Liabilities Table | Item | December 31, 2023 | December 31, 2022 | | :------------------------------------------ | :-------------------- | :-------------------- | | **Assets** | | | | Total investments, at fair value (USD) | $1,554,941,110 | $1,609,587,641 | | Cash and cash equivalents (USD) | $112,241,946 | $82,435,171 | | Total assets (USD) | $1,698,772,353 | $1,719,349,849 | | **Liabilities** | | | | Debt (net of deferred issuance costs) (USD) | $985,200,609 | $944,005,814 | | Total liabilities (USD) | $1,011,170,807 | $972,596,059 | | **Net Assets** | | | | Total net assets (USD) | $687,601,546 | $746,753,790 | | Net assets per share (USD) | $11.90 | $12.93 | [Consolidated Statements of Operations](index=8&type=section&id=Consolidated%20Statements%20of%20Operations) The Consolidated Statements of Operations present the company's financial performance for 2021-2023, highlighting investment income, operating expenses, and net changes in net assets Consolidated Statements of Operations Table | Item | Year Ended Dec 31, 2023 | Year Ended Dec 31, 2022 | Year Ended Dec 31, 2021 | | :------------------------------------------ | :---------------------- | :---------------------- | :---------------------- | | Total investment income (USD) | $209,328,883 | $181,002,459 | $165,105,708 | | Total operating expenses (USD) | $102,524,810 | $92,564,286 | $92,562,594 | | Net investment income (USD) | $106,556,758 | $88,438,173 | $72,543,114 | | Net realized gain (loss) (USD) | $(31,648,232) | $(18,230,951) | $4,287,643 | | Net change in unrealized appreciation (depreciation) (USD) | $(36,434,094) | $(79,432,554) | $63,166,306 | | Net increase (decrease) in net assets resulting from operations (USD) | $38,474,432 | $(9,225,332) | $133,790,774 | | Basic and diluted earnings (loss) per share (USD) | $0.67 | $(0.16) | $2.32 | [Company Information](index=9&type=section&id=Company%20Information) This section provides an overview of BlackRock TCP Capital Corp., its investment objectives, forward-looking statement disclaimers, and contact information [About BlackRock TCP Capital Corp.](index=9&type=section&id=About%20BlackRock%20TCP%20Capital%20Corp.) BlackRock TCP Capital Corp. is a specialty finance BDC focused on direct lending to middle-market and small businesses, seeking high total returns via current income and capital appreciation with principal protection - BlackRock TCP Capital Corp. (NASDAQ: TCPC) is a specialty finance company and a publicly-traded Business Development Company (BDC) regulated under the Investment Company Act of 1940[29](index=29&type=chunk) - The company focuses on direct lending to middle-market and small businesses, investing across industries where it has significant knowledge and expertise[29](index=29&type=chunk) - Its investment objective is to achieve **high total returns** through current income and capital appreciation, with an emphasis on **principal protection**[29](index=29&type=chunk) [Forward-Looking Statements](index=9&type=section&id=Forward-Looking%20Statements) This section disclaims forward-looking statements, indicating actual results may differ due to economic, financing, interest rate, regulatory, and merger-related risks - Forward-looking statements are based on management's estimates, projections, beliefs, and assumptions and are not guarantees of future performance, involving risks and uncertainties[31](index=31&type=chunk) - Actual results could differ materially due to factors such as changes in economic conditions, financing availability, interest rates, regulatory changes, and specific risks detailed in the company's Form 10-K[31](index=31&type=chunk) - Merger-related risks include uncertainties regarding timing, expected synergies, ability to realize benefits, stockholder approval, competing offers, and other closing conditions[31](index=31&type=chunk) [Contact Information](index=10&type=section&id=Contact%20Information) Contact details for BlackRock TCP Capital Corp. investor relations are provided for inquiries - For investor relations inquiries, contact Katie McGlynn at **310-566-1094** or **investor.relations@tcpcapital.com**[33](index=33&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Year Ended December 31, 2023 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number: 814-00899 BLACKROCK TCP CAPITAL CORP. (Exact Name of Registrant as Specified in Charter) Delaware 56-2594706 (State or Other Jurisdiction of Incorporation) (IRS Employer Identification No.) 295 ...

Financial Data and Key Metrics Changes - Net investment income for Q3 2023 was $0.49 per share, a 17% increase year-over-year, exceeding the dividend of $0.34 per share [17][75] - The overall effective yield in the debt portfolio increased to 14.1% compared to 11.3% one year ago, reflecting higher base rates and wider spreads on new investments [13] Business Line Data and Key Metrics Changes - In Q3, the company invested $92 million, a significant increase from $17 million in Q2, focusing on senior secured loans [6][4] - Follow-on investments in existing portfolio companies accounted for about half of the dollars deployed over the last 12 months [8] Market Data and Key Metrics Changes - The portfolio at quarter end had fair market values of approximately $1.6 billion, with 89% of investments in secured debt across various industries [11] - The credit quality remains strong, with only three portfolio companies on non-accrual, representing 1.1% of the portfolio's fair value [29] Company Strategy and Development Direction - The company is focused on maintaining a disciplined investment approach, emphasizing companies that provide necessary services or products, ensuring resilience across market cycles [14][34] - A proposed merger with BlackRock Capital Investment Corp. is expected to enhance operational efficiencies and provide better access to capital [42][71] Management's Comments on Operating Environment and Future Outlook - Management anticipates a slower growth and elevated rate environment with ongoing macroeconomic uncertainties [1] - The company remains confident in its investment strategy and ability to deliver long-term returns despite market volatility [34][75] Other Important Information - The company declared a fourth quarter dividend of $0.34 per share and a supplemental dividend of $0.25 per share, reflecting a commitment to sustainable dividends [17][77] - The total liquidity increased to $353 million at the end of the quarter, with available leverage of $261 million and cash of $92 million [30] Q&A Session Summary Question: How is the solar investment maturing? - The solar investment is a residual position with no plans to extend, as it is expected to run off in a staggered fashion [20] Question: Can you provide insights on the credit quality and sponsor discussions? - There are no thematic portfolio-wide issues; individual companies are facing specific challenges, but sponsors are generally proactive in managing liquidity and costs [39][40] Question: What are the proceeds used for in follow-on investments? - Proceeds are primarily used for add-on acquisitions and organic growth, with some instances of dividend recapitalizations [46][49] Question: Will special dividends continue in the future? - Special dividends should not be expected as recurring; they are a way to return value to shareholders based on strong earnings [51][54]

Part I [Financial Information](index=3&type=section&id=Part%20I.%20Financial%20Information) This section presents BlackRock TCP Capital Corp.'s unaudited consolidated financial statements, including assets, operations, net assets, cash flows, and investment schedule, for the period ended September 30, 2023 [Consolidated Statements of Assets and Liabilities](index=3&type=section&id=Consolidated%20Statements%20of%20Assets%20and%20Liabilities) As of September 30, 2023, total assets remained stable at $1.72 billion, while net assets slightly decreased to $735 million, leading to a NAV per share of $12.72 Consolidated Balance Sheet Summary | Metric | September 30, 2023 (unaudited) | December 31, 2022 | | :--- | :--- | :--- | | Total Investments, at fair value | $1,593,320,718 | $1,609,587,641 | | Total Assets | $1,719,164,854 | $1,719,349,849 | | Total Liabilities | $984,167,557 | $972,596,059 | | Net Assets | $734,997,297 | $746,753,790 | | Net Assets Per Share | $12.72 | $12.93 | [Consolidated Statements of Operations](index=4&type=section&id=Consolidated%20Statements%20of%20Operations) Q3 2023 saw increased investment income and net investment income, but a net realized and unrealized loss reduced the net increase in net assets to $12.8 million Q3 2023 vs Q3 2022 Performance | Metric | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | | :--- | :--- | :--- | | Total Investment Income | $54,210,941 | $48,206,329 | | Total Operating Expenses | $25,877,865 | $23,814,862 | | Net Investment Income | $28,319,912 | $24,391,467 | | Net Realized and Unrealized Gain (Loss) | ($15,496,980) | $1,847,540 | | Net Increase in Net Assets | $12,822,932 | $26,239,007 | | Basic and Diluted EPS | $0.22 | $0.45 | Nine Months 2023 vs 2022 Performance | Metric | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :--- | :--- | :--- | | Total Investment Income | $158,480,129 | $134,312,623 | | Total Operating Expenses | $77,134,007 | $68,897,018 | | Net Investment Income | $81,297,518 | $65,415,605 | | Net Realized and Unrealized Gain (Loss) | ($29,510,021) | ($26,855,713) | | Net Increase in Net Assets | $51,787,497 | $38,559,892 | | Basic and Diluted EPS | $0.90 | $0.67 | [Consolidated Statements of Changes in Net Assets](index=5&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Net%20Assets) Net assets decreased to $735 million for the nine months ended September 30, 2023, primarily due to $63.5 million in dividends offsetting operational gains Changes in Net Assets (Nine Months Ended Sep 30, 2023) | Item | Amount | | :--- | :--- | | Balance at December 31, 2022 | $746,753,790 | | Net Investment Income | $81,297,518 | | Net Realized and Unrealized Loss | ($29,510,021) | | Dividends Paid to Shareholders | ($63,543,990) | | **Balance at September 30, 2023** | **$734,997,297** | [Consolidated Statements of Cash Flows](index=7&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Net cash from operating activities significantly decreased to $52.1 million for the nine months ended September 30, 2023, with cash and equivalents at $91.7 million Cash Flow Summary (Nine Months Ended) | Activity | September 30, 2023 | September 30, 2022 | | :--- | :--- | :--- | | Net Cash from Operating Activities | $52,124,269 | $168,475,437 | | Net Cash from Financing Activities | ($42,906,434) | ($82,233,181) | | **Net Increase in Cash** | **$9,217,835** | **$86,242,256** | | Cash at Beginning of Period | $82,435,171 | $19,552,273 | | **Cash at End of Period** | **$91,653,006** | **$105,794,529** | [Consolidated Schedule of Investments](index=8&type=section&id=Consolidated%20Schedule%20of%20Investments) The $1.59 billion investment portfolio as of September 30, 2023, primarily comprised debt investments across 143 companies, with key concentrations in Internet Software and Services Portfolio Composition as of September 30, 2023 | Investment Type | Fair Value | % of Net Assets | | :--- | :--- | :--- | | Total Debt Investments | $1,413,069,920 | 192.2% | | Total Equity Securities | $180,251,203 | 24.5% | | **Total Investments** | **$1,593,320,718** | **216.7%** | - The investment portfolio is diversified across numerous industries, with the largest concentrations in Internet Software and Services (14.7%), Diversified Financial Services (12.0%), and Diversified Consumer Services (12.0%)[288](index=288&type=chunk) [Notes to Consolidated Financial Statements](index=39&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Notes detail accounting policies, debt structure, commitments, investment valuation, and the proposed merger with BlackRock Capital Investment Corporation (BCIC) - On September 6, 2023, the Company entered into an Agreement and Plan of Merger with BlackRock Capital Investment Corporation (BCIC). The merger is subject to stockholder and regulatory approvals[82](index=82&type=chunk)[214](index=214&type=chunk) Fair Value Hierarchy of Investments (Sep 30, 2023) | Level | Basis for Fair Value | Total Value | % of Total | | :--- | :--- | :--- | :--- | | 1 | Quoted prices in active markets | $533,360 | ~0.0% | | 2 | Observable market inputs | $68,098,115 | 4.3% | | 3 | Significant unobservable inputs | $1,524,689,243 | 95.7% | | **Total** | | **$1,593,320,718** | **100.0%** | - The company declared total dividends of **$1.10 per share** for the nine months ended September 30, 2023, which included a regular dividend of $0.34 and a special dividend of $0.10 for the third quarter[197](index=197&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=77&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q3 2023 financial performance, portfolio activity, and liquidity, highlighting increased net investment income, rising portfolio yield, and the proposed merger with BCIC [Portfolio and Investment Activity](index=82&type=section&id=Portfolio%20and%20Investment%20Activity) Q3 2023 saw $92.4 million in investments and $125.6 million in proceeds, with the $1.59 billion portfolio's weighted average debt yield rising to 14.1% - During Q3 2023, the company invested **$92.4 million** and received **$125.6 million** in proceeds from sales or repayments[282](index=282&type=chunk) Portfolio Yield and Composition | Metric | September 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | Weighted Avg. Effective Yield (Debt) | 14.1% | 12.7% | | Floating Rate Debt Investments | 94.9% | 93.6% | | Non-Accrual Investments (at fair value) | 1.1% | 2.0% | [Results of Operations](index=84&type=section&id=Results%20of%20Operations) Q3 2023 investment income increased to $54.2 million due to higher interest rates, but a $15.4 million net unrealized loss reduced the net increase in net assets - The increase in investment income for Q3 2023 was primarily driven by the rise in LIBOR/SOFR rates on the company's floating-rate debt portfolio[290](index=290&type=chunk) - The change to net unrealized depreciation of **$(15.4) million** in Q3 2023 was primarily due to unrealized losses on investments in Edmentum, Khoros, and Magenta Buyer, partially offset by a gain on Astra Acquisition[298](index=298&type=chunk) [Liquidity and Capital Resources](index=86&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains strong liquidity with $974.2 million in total debt outstanding, $261.2 million available for borrowing, and an asset coverage ratio of 189% Leverage Program Summary (Sep 30, 2023) | Facility | Carrying Value | Available | Total Capacity | | :--- | :--- | :--- | :--- | | Operating Facility | $148,826,611 | $151,173,389 | $300,000,000 | | Funding Facility II | $100,000,000 | $100,000,000 | $200,000,000 | | SBA Debentures | $150,000,000 | $10,000,000 | $160,000,000 | | 2024 Notes | $249,443,956 | $0 | $249,443,956 | | 2026 Notes | $325,887,724 | $0 | $325,887,724 | | **Total Leverage** | **$974,158,291** | **$261,173,389** | **$1,235,331,680** | - The company's asset coverage ratio was **189%** as of September 30, 2023, compliant with the **150%** regulatory minimum[313](index=313&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=91&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company faces interest rate risk, with 94.9% of debt investments being floating rate; a 100 basis point rate increase would boost annual net investment income by $12.3 million Interest Rate Sensitivity Analysis (Annual Impact) | Basis Point Change | Net Investment Income | Net Investment Income Per Share | | :--- | :--- | :--- | | Up 300 basis points | $36,862,357 | $0.64 | | Up 200 basis points | $24,574,905 | $0.43 | | Up 100 basis points | $12,287,452 | $0.21 | | Down 100 basis points | ($12,287,452) | ($0.21) | | Down 200 basis points | ($24,574,905) | ($0.43) | | Down 300 basis points | ($36,862,357) | ($0.64) | [Controls and Procedures](index=91&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective, with no material changes to internal controls during the quarter - Management concluded that the company's disclosure controls and procedures were **effective** as of the end of the period covered by the report[334](index=334&type=chunk) Part II [Legal Proceedings](index=92&type=section&id=Item%201.%20Legal%20Proceedings) The company is a defendant in a lawsuit seeking $15 million related to a third-party collateralized loan obligation, which it intends to vigorously defend - The company is a defendant in a lawsuit seeking to recover approximately **$15 million** related to a third-party sponsored collateralized loan obligation. The company plans to file a motion to dismiss and defend against the claims[336](index=336&type=chunk) [Risk Factors](index=92&type=section&id=Item%201A.%20Risk%20Factors) Systemic risk in U.S. and global capital markets, exemplified by recent bank failures, poses a significant threat to the company's business and financial condition - The company identifies systemic risk in the U.S. and global capital markets as a key risk, citing the recent failures of Silicon Valley Bank and Signature Bank as examples that could lead to market-wide liquidity problems and adversely affect the company[338](index=338&type=chunk)[339](index=339&type=chunk) [Other Information](index=94&type=section&id=Item%205.%20Other%20Information) This section presents quarterly stock price data, including high/low closing prices, premium/discount to NAV, and declared dividends per share for recent fiscal periods 2023 Quarterly Stock Price and Dividend Summary | Fiscal Quarter 2023 | NAV per Share | High Price | Low Price | Declared Distributions | | :--- | :--- | :--- | :--- | :--- | | First Quarter | $13.00 | $13.37 | $9.73 | $0.32 | | Second Quarter | $12.94 | $11.42 | $9.76 | $0.34 | | Third Quarter | $12.72 | $12.89 | $11.00 | $0.44 |

Portfolio Composition and Performance - The company's portfolio has a fair value of $1.6 billion, diversified across 143 portfolio companies[53] - 88% of the portfolio is invested in senior secured debt[53] - 76% of the total portfolio is in 1st lien positions[53] - The weighted average yield of the debt portfolio is 13.8%[53] - Net investment income for Q2 2023 was $0.48 per share, exceeding the dividend of $0.34 per share[53] Balance Sheet and Funding - The company has a diverse leverage program totaling $1.2 billion[53] - 56% of the outstanding leverage is unsecured as of June 30, 2023[53] - Available credit facility capacity is $210 million[53] - Net regulatory leverage ratio is 1.01x, within the 2:1 regulatory leverage limitation[53] - Floating rate assets represent 94% of the portfolio, while fixed rate assets account for 6%[1]

BlackRock TCP Capital Corp. (NASDAQ:TCPC) Q2 2023 Earnings Conference Call August 3, 2023 1:00 PM ET Company Participants Katie McGlynn – Investor Relations Raj Vig – Chairman and Chief Executive Officer Phil Tseng – President and Chief Operating Officer Erik Cuellar – Chief Financial Officer Conference Call Participants Christopher Nolan – Ladenburg Thalmann Robert Dodd – Raymond James Ryan Lynch – KBW Operator Ladies and gentlemen, good afternoon. Welcome, everyone, to BlackRock TCP Capital Corp.’s Second ...

Leverage and Financing - The Company has a leverage program consisting of $300 million under a revolving credit facility, $200 million under a senior secured revolving credit facility, $250 million in senior unsecured notes maturing in 2024, $325 million in senior unsecured notes maturing in 2026, and $160 million in committed leverage from the SBA[229]. - Total leverage outstanding as of June 30, 2023, was approximately $1.025 billion, with available capacity of $209.9 million under the combined Leverage Program[281]. - The company has a $50.0 million accordion feature in Funding Facility II, allowing for expansion up to $250.0 million, subject to lender consent[292]. - The company expects to maintain compliance with all financial and operational covenants required by the Leverage Program as of June 30, 2023[290]. - The company anticipates sufficient funds to repay outstanding balances under the Leverage Program from net investment income and portfolio company investments[291]. Investment Strategy and Portfolio - The Company’s investment strategy focuses on achieving high total returns through current income and capital appreciation, primarily by investing in the debt of middle-market companies[227]. - As of June 30, 2023, 83.8% of the Company's total assets were invested in qualifying assets, which include securities and indebtedness of private U.S. companies and public domestic operating companies with a market capitalization of less than $250 million[232]. - As of June 30, 2023, the investment portfolio at fair value was $1,640.6 million, with 88.4% invested in debt investments, primarily in senior secured debt[259]. - During the three months ended June 30, 2023, the company invested approximately $17.1 million, with 93.2% in senior secured loans and 6.8% in equity investments[254]. - The industry composition of the portfolio included 14.8% in Internet Software and Services and 12.1% in Diversified Financial Services as of June 30, 2023[261]. - Debt investments in two portfolio companies were on non-accrual status as of June 30, 2023, representing 0.3% of the portfolio at fair value[262]. - The average portfolio company investment at fair value was approximately $11.5 million as of June 30, 2023[259]. - As of June 30, 2023, 92.6% of investments were categorized as Level 3, indicating reliance on unobservable inputs for valuation[248]. Financial Performance - Investment income for the three months ended June 30, 2023, totaled $54.0 million, an increase from $44.0 million in the same period of 2022, primarily due to higher interest income from rising LIBOR/SOFR rates[263]. - Investment income for the six months ended June 30, 2023, totaled $104.3 million, up from $86.1 million in the same period of 2022, primarily due to increased interest income from debt investments[264]. - Net investment income for the six months ended June 30, 2023, was $53.0 million, an increase from $41.0 million in 2022, reflecting higher total investment income[268]. - Net realized losses for the six months ended June 30, 2023, were $(31.0) million, compared to $(18.4) million in 2022, primarily due to a $30.7 million loss from the reorganization of an investment in Autoalert[270]. - The change in net unrealized appreciation for the six months ended June 30, 2023, was $17.0 million, contrasting with $(10.3) million in 2022, mainly due to a $36.8 million reversal of previously recognized unrealized losses from Autoalert[272]. - Incentive fees for the six months ended June 30, 2023, were $11.2 million, up from $8.7 million in 2022, reflecting performance exceeding cumulative total return thresholds[273]. - The net increase in net assets resulting from operations for the six months ended June 30, 2023, was $39.0 million, compared to $12.3 million in 2022, attributed to higher net investment income and lower net realized and unrealized losses[277]. Operating Expenses and Cash Flow - Total operating expenses for the six months ended June 30, 2023, were $51.3 million, compared to $45.1 million in 2022, driven by higher interest expenses and incentive fee expenses[266]. - Net cash provided by operating activities during the six months ended June 30, 2023 was $5.6 million, primarily from $46.2 million in net investment income, offset by $40.6 million in investment dispositions[287]. - Net cash provided by financing activities was $35.1 million during the same period, mainly from $76.1 million in credit facility draws, net of $41.0 million in dividends paid[288]. - The company had $123.1 million in cash and cash equivalents as of June 30, 2023[289]. Regulatory and Tax Considerations - The Company is regulated as a business development company (BDC) and must invest at least 70% of total assets in qualifying assets[232]. - The Company has elected to be treated as a regulated investment company (RIC) for U.S. federal income tax purposes, allowing it to avoid corporate level taxes on distributed income[228]. - The company must distribute at least 90% of its ordinary income and short-term capital gains to maintain its RIC status[292]. - The Company has made and intends to continue making requisite distributions to stockholders to qualify for tax treatment applicable to RICs, relieving it from U.S. federal income taxes[274]. - An excise tax expense of $0.1 million was recorded for the six months ended June 30, 2023, based on the amount of tax-basis ordinary income for the year ended December 31, 2022[275]. Interest Rate Sensitivity - Interest rate sensitivity indicates that changes in interest rates can significantly impact net investment income, which is influenced by the difference between investment and borrowing rates[304]. - As of June 30, 2023, a 300 basis point increase in interest rates would result in a net investment income of $34,064,789, equating to $0.59 per share[305]. - A 200 basis point increase would yield a net investment income of $22,709,859, or $0.39 per share[305]. - A 100 basis point increase would generate a net investment income of $11,354,930, translating to $0.20 per share[305]. - Conversely, a 100 basis point decrease would lead to a net investment loss of $(11,194,370), or $(0.19) per share[305]. - A 200 basis point decrease would result in a net investment loss of $(22,388,740), equating to $(0.39) per share[305]. - A 300 basis point decrease would further increase the net investment loss to $(33,583,110), or $(0.58) per share[305]. - The company periodically assesses portfolio companies' ability to meet interest payment obligations amid rising interest rates[304]. - There are no assurances that portfolio companies will meet contractual obligations with any level of interest rate increases[304]. - The company does not anticipate changes in its investment and borrowing structure when evaluating the impact of interest rate changes[305].

BlackRock TCP Capital Corp (NASDAQ:TCPC) Q1 2023 Results Conference Call May 4, 2023 1:00 PM ET Company Participants Katie McGlynn - Director of Investor Relations Raj Vig - Chairman & Chief Executive Officer Phil Tseng - President & Chief Operating Officer Erik Cuellar - Chief Financial Officer Conference Call Participants Robert Dodd - Raymond James Christopher Nolan - Ladenburg Doman Ryan Lynch - KBW Kevin Fultz - JMP Securities Operator Welcome, everyone, to BlackRock TCP Capital Corp.'s First Quarter 2 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarter Ended March 31, 2023 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number: 814-00899 BLACKROCK TCP CAPITAL CORP. (Exact Name of Registrant as Specified in Charter) Delaware 56-2594706 (State or Other Jurisdiction of Incorporation) (IRS Employer Identification No.) ...

Financial Data and Key Metrics Changes - The company reported a net investment income of $0.40 per share for Q4 2022, which is an increase of nearly 30% compared to Q4 2021, and $1.53 for the full year, reflecting a 22% increase over 2021 [7][58]. - The effective yield on the debt portfolio increased from 9.2% at the end of 2021 to 12.7% at the end of 2022, driven by higher base rates and wider spreads [100]. - Net unrealized losses in Q4 totaled $71 million or $1.22 per share, primarily due to three specific portfolio companies [101]. Business Line Data and Key Metrics Changes - The largest investment in Q4 was a senior secured first lien loan to Madison Logic, followed by a loan to Integrity Marketing, indicating a focus on stable and growing sectors [25][26]. - 50% of total investments in Q4 and 44% for the full year were in existing portfolio companies, highlighting the company's strategy of leveraging familiarity with these businesses [11]. Market Data and Key Metrics Changes - The overall credit quality of the portfolio remains strong, with only 2% of the portfolio at fair value on non-accrual status [32]. - The company noted a shift towards a more lender-friendly investment environment with wider spreads and less pushback on deal terms compared to previous periods [9][55]. Company Strategy and Development Direction - The company emphasizes investments in companies with established business models in less cyclical industries, aiming for downside protection through substantial collateral and tailored covenants [23][24]. - The investment strategy includes a focus on direct lending, which has historically provided premium yields and better downside protection during market turbulence [17]. Management's Comments on Operating Environment and Future Outlook - Management acknowledged the significant volatility in equity and fixed income markets in 2022, driven by geopolitical uncertainty and rising interest rates, but expressed cautious optimism for the year ahead [16][64]. - The company remains committed to maintaining a sustainable dividend fully covered by net investment income, reflecting confidence in its financial stability [30][21]. Other Important Information - The company ended the quarter with total liquidity of $367 million, including $286 million in available leverage and $82 million in cash, indicating a strong balance sheet position [61]. - The company has a robust valuation process, with most investments valued quarterly using independent third-party sources [60]. Q&A Session Summary Question: What was the driver of the significant markdown for AutoAlert? - Management indicated that the markdown was due to a compounding effect of ongoing supply chain issues and dealership closures, which have accumulated over time [37][38]. Question: How is the company addressing the situation with AutoAlert? - Management is in deep discussions with the management team and sponsor regarding next steps, with signs of improving performance noted [40][82]. Question: Has there been an increase in amendment requests from borrowers? - Yes, there has been an increase in amendment requests, reflecting the impact of the higher rate environment on the middle market economy [75]. Question: Was the decline in interest income quarter-over-quarter due to AutoAlert going down accrual? - Yes, the decline was primarily due to not recognizing any income from AutoAlert for the quarter, along with lower prepayment income [79]. Question: How much was spillover income in the quarter? - The cumulative spillover income was reported to be about $1.20 per share [84].