BlackRock TCP Capital Corp
For the period ended Dec 31, 2024. Filed Feb 27, 2025.
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FY2024 · Filed Feb 27, 2025
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Item 15. Exhibits and Financial Statement Schedules
ated Financial Statement Schedules
a.
Documents Filed as Part of this Report
The following reports and consolidated financial statements are set forth in Item 8:
| Page | |
|---|---|
| Reports of Independent Registered Public Accounting Firm (PCAOB ID 34) | |
| Consolidated Statements of Assets and Liabilities as of December 31, 2024 and 2023 | 95 |
| Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022 | 96 |
| Consolidated Statements of Changes in Net Assets for the years ended December 31, 2024, 2023 and 2022 | 98 |
| Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022 | 99 |
| Consolidated Schedule of Investments as of December 31, 2024 and 2023 | 114 |
| Notes to Consolidated Financial Statements | 125 |
| Consolidated Schedules of Changes in Investments in Affiliates as of December 31, 2024 and 2023 | 158 |
| Consolidated Schedules of Restricted Securities of Unaffiliated Issuers as of December 31, 2024 and 2023 | 162 |
b. Exhibits
The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC:
| Number | Description |
| 2.1 | Amended and Restated Agreement and Plan of Merger among BlackRock Capital Investment Corporation, BlackRock TCP Capital Corp., Project Spurs Merger Sub, LLC and, for the limited purposes set forth therein, BlackRock Capital Investment Advisors, LLC and Tennenbaum Capital Partners, LLC, dated as of January 10, 2024 (28)** |
| 3.1 | Certificate of Incorporation of the Registrant (1) |
| 3.2 | Certificate of Amendment to the Certificate of Incorporation of the Registrant (2) |
| 3.3 | Second Amended and Restated Bylaws of the Registrant (3) |
| 4.1 | Second Supplemental Indenture, dated as of August 23, 2019, by and between the Registrant and U.S. Bank National Association, as the Trustee (4) |
| 4.2 | Form of Global Note of 3.900% Notes due 2024 (included in Exhibit 4.1)(4) |
| 4.3 | Indenture, dated as of June 17, 2014, by and between the Registrant and U.S. Bank National Association, as the Trustee(11) |
| 4.4 | Form of Global Note of 5.25% Convertible Senior Notes Due 2019 (included in Exhibit 4.3)(11) |
| 4.5 | Indenture, dated as of September 6, 2016, by and between the Registrant and U.S. Bank National Association, as the Trustee(12) |
| 4.6 | Form of Global Note of 4.625% Convertible Senior Notes due 2022 (included in Exhibit 4.5) (12) |
| 4.7 | Indenture, dated as of August 11, 2017, by and between the Registrant and U.S. Bank National Association, as the Trustee(13) |
| 4.8 | First Supplemental Indenture, dated as of August 11, 2017, by and between the Registrant and U.S. Bank National Association, as the Trustee(14) |
| 4.9 | Form of Global Note of 4.125% Notes Due 2022 (included in Exhibit 4.8)(14) |
| 4.10 | Description of Securities(15) |
| 4.11 | Third Supplemental Indenture, dated as of February 9, 2021, by and between the Registrant and U.S. Bank National Association, as the Trustee(17) |
| 4.12 | Form of Global Note of 2.850% due 2026 (included in Exhibit 4.11)(17) |
| 4.13 | Fourth Supplemental Indenture, dated as of May 30, 2024, between the BlackRock TCP Capital Corp. and U.S. BankTrust Company, National Association, as the Trustee (18) |
| 4.14 | Form of Global Note of 6.95% Notes due 2029 (included in Exhibit 4.13) (18) |
| 4.15 | Assumption Agreement, dated as of March 18, 2024, made by BCIC Merger Sub, LLC for the benefit of the holders of Notes issued under the Master Note Purchase Agreement (35) |
| 4.16 | Master Note Purchase Agreement, dated as of April 21, 2022, between BlackRock Capital Investment Corporation and the purchasers party thereto(36) |
| 4.17 | First Amendment to Master Note Purchase Agreement, dated as of March 13, 2024, among BlackRock Capital Investment Corporation and the holders of the Notes party thereto(37) |
| 10.1 | Form of Investment Management Agreement By and Between Registrant and Tennenbaum Capital Partners, LLC(5) |
| 10.2 | Form of Amended and Restated Investment Management Agreement By and Between Special Value Continuation Partners, LP and Tennenbaum Capital Partners, LLC(6) |
| 10.3 | Amended and Restated Investment Management Agreement By and Between Registrant and Tennenbaum Capital Partners, LLC(7) |
| 10.4 | Form of Administration Agreement of the Registrant(8) |
| 10.5 | Custodial Agreement dated as of July 31, 2006(9) |
| 10.6 | Form of Transfer Agency and Registrar Services Agreement(10) |
| 10.7 | Second Amended and Restated Partnership Agreement of Special Value Continuation Partners, LP dated January 29, 2018(16) |
| 10.8 | Amended and Restated Credit Agreement dated as of May 6, 2019(19) |
| 10.9 | Amended and Restated Guaranty, Pledge and Security Agreement dated as of May 6, 2019(20) |
| 10.10 | Amendment No. 1 to Amended and Restated Credit Agreement dated as of May 6, 2019(21) |
| 10.11 | Amendment No. 2 to Amended and Restated Credit Agreement dated as of May 6, 2019(22) |
| 10.12 | Incremental Commitment Agreement dated as of April 25, 2020(23) |
| 10.13 | Loan and Servicing Agreement dated as of August 4, 2020(24) |
| 10.14 | Form of License Agreement (25) |
| 10.15 | Amendment No. 4 to Amended & Restated Senior Secured Revolving Credit Agreement (26) |
| 10.16 | Second Amendment to Loan and Servicing Agreement (27) |
| 10.17 | Amendment No. 5 to Amended and Restated Credit Agreement dated as of June 22, 2021(28) |
| 10.18 | Waiver and Fifth Amendment to Loan and Servicing Agreement, dated as of August 4, 2023 (30) |
| 10.19 | Second Amended and Restated Investment Management Agreement between BlackRock TCP Capital Corp. andTennenbaum Capital Partners, LLC, dated as of September 6, 2023 (31) |
| 10.20 | Fee Waiver Agreement between BlackRock TCP Capital Corp. and Tennenbaum Capital Partners, LLC, dated as ofSeptember 6, 2023 (32) |
| 10.21 | Borrower Assumption Agreement, dated as of March 18, 2024, by BCIC Merger Sub, LLC and Citibank, N.A., as administrative agent(33) |
| 10.22 | Eighth Amendment to the Second Amended and Restated Senior Secured Revolving Credit Agreement, dated as of September 6, 2023, by and among BlackRock Capital Investment Corporation, the subsidiary guarantors party thereto,the lenders party thereto and Citibank, N.A., as Administrative Agent(34) |
| 10.23 | Dividend Reinvestment Plan(38) |
| 10.24 | Amendment No. 6 to Amended and Restated Credit Agreement dated as of June 7, 2023* |
| 10.25 | Amendment No. 7 to Amended and Restated Credit Agreement dated as of August 1, 2024(39) |
| 11. | Computation of Per Share Earnings (included in the notes to the financial statements contained in this report) |
| 12. | Computation of Ratios (included in the notes to the financial statements contained in this report) |
| 19.1 | Inside Trading Policy* |
| 21.1 | Subsidiaries of the Registrant* |
| 23.1 | Consent of Independent Registered Public Accounting Firm* |
| 23.2 | Consent of Independent Registered Public Accounting Firm of 36th Street Capital Partners, LLC* |
| 23.3 | Consent of Independent Registered Public Accounting Firm of 36th Street Capital Partners, LLC* |
| 31.1 | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934* |
| 31.2 | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934* |
| 32.1 | Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U. S.C. 1350)* |
| 97.1 | Prohibitions Against Payment of Incentive-Based Compensation and Indemnification for Executive Officers of Listed BDCs (40) |
| 99.1 | Audited financial statements of 36th Street Capital Partners, LLC as of and for the years ended December 31, 2024* |
| 99.2 | Unaudited financial statements of 36th Street Capital Partners, LLC as of and for the years ended December 31, 2023* |
| 99.3 | Audited financial statements of 36th Street Capital Partners, LLC as of and for the years ended December 31, 2022, 2021 and 2020* |
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- Filed herewith.
** Exhibits and schedules to Exhibits 2.1 and 10.23 have been omitted in accordance with Item 601 of Regulation S-K. The registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.
(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 to the Registrant's Form 8-K, filed on August 23, 2019.
(5)
Incorporated by reference to Exhibit 99.1 to the Registrant’s Form 8-K, filed on August 2, 2018.
(6)
Incorporated by reference to Exhibit (k)(8) 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.
(7)
Incorporated by reference to Exhibit 99.1 to the Registrant’s Form 8-K, filed on February 12, 2019.
(8)
Incorporated by reference to Exhibit (k)(1) 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.
(9)
Incorporated by reference to Exhibit 10.2 to Form 10-12G of Special Value Continuation Partners, LP (File No. 000-54393), filed May 6, 2011.
(10)
Incorporated by reference to Exhibit (k)(2) 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.
(11)
Incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed on June 17, 2014.
(12)
Incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed on September 6, 2016.
(13)
Incorporated by reference to Exhibit (d)(1) 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 (d)(4) 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.
(15)
Incorporated by reference to Exhibit 4.11 to the Registrant's Form 10-Q on May 11, 2020.
(16)
Incorporated by reference to Exhibit 3 to Special Value Continuation Partner, LP’s Form 8-K filed on January 30, 2018.
(17)
Incorporated by reference to Exhibit 4.1 to the Registrant's Form 8-K filed on February 9, 2021.
(18)
Incorporated by reference to Exhibit 4.1 to the Registrant's Form 8-K filed on May 30, 2024.
(19)
Incorporated by reference to Exhibit 10.2 to the Registrant's Form 8-K filed on May 8, 2019.
(20)
Incorporated by reference to Exhibit 10.3 to the Registrant's Form 8-K filed on May 8, 2019.
(21)
Incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K filed on April 28, 2020.
(22)
Incorporated by reference to Exhibit 10.2 to the Registrant's Form 8-K filed on April 28, 2020.
(23)
Incorporated by reference to Exhibit 10.3 to the Registrant's Form 8-K filed on April 28, 2020.
(24)
Incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K filed on August 6, 2020.
(25)
Incorporated by reference to Exhibit 10.19 to the Registrant's Form 10-K filed on February 25, 2021.
(26)
Incorporated by reference to Exhibit 10.16 to the Registrant’s Form 10-K filed on February 25, 2021.
(27)
Incorporated by reference to Exhibit 10.17 to the Registrant’s Form 10-K filed on February 25, 2021.
(28)
Incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on June 24, 2021.
(29)
Incorporated by reference to Exhibit 2.1 to the Registrant's Form 8-K filed on January 11, 2024.
(30)
Incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K filed on August 8, 2023.
(31)
Incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K filed on September 6, 2023.
(32)
Incorporated by reference to Exhibit 10.2 to the Registrant's Form 8-K filed on September 6, 2023.
(33)
Incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K filed on March 18, 2024.
(34)
Incorporated by reference to Exhibit 10.2 to the Registrant's Form 8-K filed on March 18, 2024.
(35)
Incorporated by reference to Exhibit 10.3 to the Registrant's Form 8-K filed on March 18, 2024.
(36)
Incorporated by reference to Exhibit 10.1 filed with BlackRock Capital Investment Corporation’s Current Report on Form 8-K (File No. 814-00712) on April 22, 2022.
(37)
Incorporated by reference to Exhibit 10.1 filed with BlackRock Capital Investment Corporation’s Current Report on Form 8-K (File No. 814-00712) on March 14, 2024.
(38)
Incorporated by reference to Exhibit 10.6 to the Registrant's Form 8-K filed on March 18, 2024.
(39)
Incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K filed on August 5, 2024.
(40)
Incorporated by reference to Exhibit 97 to the Registrant’s Form 10-K filed on February 29, 2024.
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