UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM i 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
i BLACKROCK CAPITAL INVESTMENT CORPORATION
(Exact name of registrant as specified in its charter)
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i Delaware
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i 20-2725151
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(State or other jurisdiction of incorporation or organization)
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(Commission File Number)
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(IRS Employer Identification Number)
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i 50 Hudson Yards
(Address of principal executive offices)
( i 212) i 810-5800
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following
provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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i Common Stock, $0.001 par value
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i BKCC
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NASDAQ Global Select Market
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Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company i ☐
If an emerging growth company, indicate by check mark if
the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| ITEM 1.01. |
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
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Amendment to the Revolving Credit Facility
On
September 6, 2023, BlackRock Capital Investment Corporation, a Delaware corporation (NASDAQ: BKCC) (
“BCIC”), entered into an
Eighth Amendment (the
“Amendment”), by and among BCIC, as borrower, certain of its
subsidiaries, as guarantors (collectively, the
“Subsidiary Guarantors”), the lenders (collectively, the
“Lenders”) and Citibank, N.A., as administrative agent, which
amends that certain Second Amended and Restated Senior Secured Revolving Credit Facility, dated as of
February 19, 2016 (as amended, restated, amended and restated, supplemented or otherwise and in effect immediately prior to the effectiveness of
the Amendment, the
“Revolving Credit Facility”). The Amendment, among other things:
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extends the termination date of the commitments available under the Revolving Credit Facility (collectively, the “Commitments”) from April 23, 2024 to September 6,
2027; |
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reduces the applicable margin to be applied to interest on the Loans by 25 basis points per annum and reduces the commitment fee on unused Commitments from 40 basis
points per annum to 37.5 basis points per annum; and
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permits the merger of BCIC with and into Project Spurs Merger Sub, LLC (“Merger Sub”), a Delaware limited liability company and wholly-owned indirect subsidiary of
BlackRock TCP Capital Corp., a Delaware corporation (NASDAQ: TCPC) (“TCPC”), with Merger Sub continuing as the surviving company (the “Merger”).
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Upon and following the consummation of the Merger and satisfaction of customary conditions precedent (as further described in the
Amendment), Merger Sub will assume all of the rights and obligations of BCIC under the Revolving Credit Facility and grant a lien on substantially all of its assets to secure the obligations thereunder.
The Revolving Credit Facility continues to include an “accordion” feature that allows BCIC, under certain circumstances, to increase the size of the
Revolving Credit Facility up to $325 million in the aggregate.
Usage of the Revolving Credit Facility continues to be subject to a borrowing base, and the Revolving Credit Facility continues to be secured by
substantially all of the assets of BCIC and the Subsidiary Guarantors.
In addition, the facility continues to contain customary representations, covenants (including restrictions on the incurrence of additional
indebtedness, liens and dividends, and a requirement to maintain a certain minimum amount of shareholder’s equity and a certain minimum ratio of total assets, less all liabilities other than indebtedness, to indebtedness) and events of default.
The description above is only a summary of the material provisions of the Revolving Credit Facility and does not purport to be complete and is
qualified in its entirety by reference to the provisions in such Revolving Credit Facility, a copy of which is attached hereto as
Exhibit 10.1.
| ITEM 2.03. |
CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF BALANCE SHEET ARRANGEMENT OF REGISTRATION
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Forward-Looking Statements
This Current Report on Form 8-K contains information relating to a proposed business combination transaction between TCPC and BCIC whereby BCIC will
merge with and into Merger Sub with Merger Sub continuing as the surviving company and as a wholly-owned subsidiary of Special Value Continuation Partners, LLC, a Delaware limited liability company and wholly owned direct consolidated subsidiary of
TCPC (the “Merger”). Some of the statements in this Current Report on Form 8-K constitute forward-looking statements because they relate to future events, future performance or financial condition of BCIC or TCPC or the Merger. The forward-looking
statements may include statements as to: future operating results of BCIC and TCPC and distribution projections; business prospects of BCIC and TCPC and the prospects of its portfolio companies; and the impact of the investments that BCIC and TCPC
expect to make. In addition, words such as “anticipate,” “believe,” “expect,” “seek,” “plan,” “should,” “estimate,” “project” and “intend” indicate forward-looking statements, although not all forward-looking statements include these words. The
forward-looking statements contained in this Current Report on Form 8-K involve risks and uncertainties. Certain factors could cause actual results and conditions to differ materially from those projected, including the uncertainties associated
with (i) the timing or likelihood of the Merger closing; (ii) the expected synergies and savings associated with the Merger; (iii) the ability to realize the anticipated benefits of the Merger, including the expected accretion to net investment
income and the elimination or reduction of certain expenses and costs due to the Merger; (iv) the percentage of BCIC and TCPC stockholders voting in favor of the proposals submitted for their approval; (v) the possibility that competing offers or
acquisition proposals will be made; (vi) the possibility that any or all of the various conditions to the consummation of the Merger may not be satisfied or waived; (vii) risks related to diverting management’s attention from ongoing business
operations; (viii) the risk that stockholder litigation in connection with the Merger may result in significant costs of defense and liability; (ix) changes in the economy, financial markets and political environment, including the impacts of
inflation and rising interest rates; (x) risks associated with possible disruption in the operations of BCIC and TCPC or the economy generally due to terrorism, war or other geopolitical conflict (including the current conflict between Russia and
Ukraine), natural disasters or public health crises and epidemics; (xi) future changes in laws or regulations (including the interpretation of these laws and regulations by regulatory authorities); (xii) conditions in BCIC’s and TCPC’s operating
areas, particularly with respect to business development companies or regulated investment companies; and (xiii) other considerations that may be disclosed from time to time in BCIC’s and TCPC’s publicly disseminated documents and filings. BCIC has
based the forward-looking statements included in this Current Report on Form 8-K on information available to them on the date hereof, and they assume no obligation to update any such forward-looking statements. Although BCIC and TCPC undertake no
obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that they may make directly to you or through reports that BCIC
and TCPC in the future may file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.
Additional Information and Where to Find It
In connection with the Merger, BCIC and TCPC plan to file with the SEC and mail to their respective stockholders a joint proxy statement on
Schedule 14A (the “Joint Proxy Statement”), and TCPC plans to file with the SEC a registration statement on Form N-14 (the “Registration Statement”) that will include the Joint Proxy Statement and a prospectus of TCPC. The Joint Proxy Statement
and the Registration Statement will each contain important information about BCIC, TCPC, the Merger and related matters. This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities or
a solicitation of any vote or approval. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act. STOCKHOLDERS OF BCIC AND TCPC ARE URGED TO READ THE JOINT PROXY STATEMENT
AND REGISTRATION STATEMENT, AND OTHER DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT BCIC, TCPC, THE MERGER AND RELATED MATTERS.
Investors and security holders will be able to obtain the documents filed with the SEC free of charge at the SEC’s
website, http://www.sec.gov
and, for documents filed by BCIC, from BCIC’s
website at
http://www.blackrockbkcc.com.
Participants in the Solicitation
BCIC, its directors, certain of its executive officers and certain employees and officers of BlackRock Capital Investment Advisors, LLC and its
affiliates may be deemed to be participants in the solicitation of proxies in connection with the Merger. Information about the directors and executive officers of BCIC is set forth in its proxy statement for its 2023 Annual Meeting of
Stockholders, which was filed with the SEC on
March 15, 2023. TCPC, its directors, certain of its executive officers and certain employees and officers of Tennenbaum Capital Partners, LLC and its affiliates may be deemed to be participants in
the solicitation of proxies in connection with the Merger. Information about the directors and executive officers of TCPC is set forth in its proxy statement for its 2023 Annual Meeting of Stockholders, which was filed with the SEC on
April 6,
2023. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the BCIC and TCPC stockholders in connection with the Merger will be contained in the Joint Proxy Statement when such
document becomes available. These documents may be obtained free of charge from the sources indicated above.
No Offer or Solicitation
This Current Report on Form 8-K is not, and under no circumstances is it to be construed as, a prospectus or an advertisement and the
communication of this Current Report on Form 8-K is not, and under no circumstances is it to be construed as, an offer to sell or a solicitation of an offer to purchase any securities in BCIC, TCPC or in any fund or other investment vehicle
managed by BlackRock or any of its affiliates.
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ITEM 9.01.
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FINANCIAL STATEMENTS AND EXHIBITS.
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(d) Exhibits.
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Exhibit
Number
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Description
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| 10.1 |
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Eighth Amendment, 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* |
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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* Certain schedules and exhibits 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.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
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BLACKROCK CAPITAL INVESTMENT CORPORATION
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By:
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Title: Interim Chief Executive Officer and Chairman of the Board
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By:
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Title: Interim Chief Financial Officer and Treasurer
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