As filed with the Securities and Exchange Commission on October 6, 2023
Registration No. [ ]
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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 10/06/23 BlackRock TCP Capital Corp. N-14 8C 9:13M Broadridge Fin’l So… Inc |
Document/Exhibit Description Pages Size
1: N-14 8C Registration Statement by a Closed-End Investment HTML 9.50M
Company - Securities for a Merger
9: EX-FILING FEES Exhibit (18) HTML 23K
2: EX-99.(14)(A) Exhibit (14)(A) HTML 6K
3: EX-99.(14)(B) Exhibit (14)(B) HTML 6K
4: EX-99.(16) Exhibit (16) HTML 10K
5: EX-99.(17)(A) Exhibit (17)(A) HTML 6K
6: EX-99.(17)(B) Exhibit (17)(B) HTML 6K
7: EX-99.(17)(C) Exhibit (17)(C) HTML 10K
8: EX-99.(17)(D) Exhibit (17)(D) HTML 7K
| | | Pre-Effective
Amendment No. | | | ☐ | |
| | | Post-Effective
Amendment No. | | | ☐ |
• | the “BCIC Per Share NAV”, which will be equal to (i) the Closing BCIC Net Asset Value divided by (ii) the number of shares of BCIC Common Stock issued and outstanding as of the Determination Date (excluding any Cancelled Shares); and |
• | the “TCPC Per Share NAV”, which will be equal to (A) the Closing TCPC Net Asset Value divided by (B) the number of shares of TCPC Common Stock issued and outstanding as of the Determination Date. |
| | | TCPC
Common Stock | |
Closing Sales Price on September 5, 2023 | | | $12.45
|
Closing Sales Price on [•], 2023 | | | $[•] |
(i) | to reduce the base management fee rate from 1.50% to 1.25% on assets equal to or below 200% of the net asset value of TCPC (for the avoidance of doubt, the base management fee rate on assets that exceed 200% of the net asset value of TCPC would remain 1.00%) with no change to the basis of calculation; |
(ii) | to waive all or a portion of its advisory fees to the extent the adjusted net investment income of TCPC on a per share basis (determined by dividing the adjusted net investment income of TCPC by the weighted average outstanding
shares of TCPC during the relevant quarter) is less than $0.32 per share in any of the first four (4) fiscal quarters ending after the Effective Time (the first of which will be the quarter in which the Effective Time occurs unless the Effective Time occurs on the last day of the quarter) to the extent there are sufficient advisory fees to cover such deficit (for the avoidance of doubt, the waiver amount in a given quarter cannot exceed the total advisory fees for such quarter); and |
(iii) | that, for the purposes of calculating net investment income (as described in clause (ii) above) and certain incentive fee calculations under the Amended TCPC Investment Advisory Agreement, any amortization or accretion of any purchase premium or purchase discount to interest income or any gains and losses resulting solely from accounting
adjustments to the cost basis of the BCIC assets acquired in the Merger as required under applicable accounting guidance will be excluded. |
| | | Sincerely
yours, | |
| | | ||
| | | ||
| | | Secretary |
BlackRock
TCP Capital Corp. 2951 28th Street, Suite 1000 (310)
566-1003 | | | BlackRock Capital Investment Corporation 50 Hudson Yards 212-810-5800 |
• | By
Internet |
• | By touch-tone phone; |
• | By signing, dating and returning the enclosed proxy card or voting instruction form(s) in the postage-paid envelope; or |
• | By participating at the TCPC Special Meeting as described above. |
| | | By
order of the Board of Directors, | |
| | | ||
| | | ||
| | | Secretary |
• | the “BCIC Per Share NAV”, which will be equal to (i) the Closing BCIC Net Asset Value divided by (ii) the number of shares of BCIC Common Stock issued and outstanding as of the Determination Date (excluding
any Cancelled Shares); and |
• | the “TCPC Per Share NAV”, which will be equal to (A) the Closing TCPC Net Asset Value divided by (B) the number of shares of TCPC Common Stock issued and outstanding as of the Determination Date. |
| | | TCPC Common Stock
| |
Closing Sales Price on September 5, 2023 | | | $12.45 |
Closing
Sales Price on [•], 2023 | | | $[•] |
(i) | to
reduce the base management fee rate from 1.50% to 1.25% on assets equal to or below 200% of the net asset value of TCPC (for the avoidance of doubt, the base management fee rate on assets that exceed 200% of the net asset value of TCPC would remain 1.00%) with no change to the basis of calculation; |
(ii) | to waive all or a portion of its advisory fees to the extent the adjusted net investment income of TCPC on a per share basis (determined by dividing the adjusted net investment income of TCPC by the weighted average outstanding shares of TCPC during the relevant quarter) is less than $0.32 per share in any of the first four (4) fiscal quarters ending after the Effective Time (the first of which will be the quarter in which the Effective Time occurs unless the Effective Time occurs on the last day of the quarter) to the
extent there are sufficient advisory fees to cover such deficit (for the avoidance of doubt, the waiver amount in a given quarter cannot exceed the total advisory fees for such quarter); and |
(iii) | that, for the purposes of calculating net investment income (as described in clause (ii) above) and certain incentive fee calculations under the Amended TCPC Investment Advisory Agreement, any amortization or accretion of any purchase premium or purchase discount to interest income or any gains and losses resulting solely from accounting adjustments to the cost basis of the BCIC assets acquired in the Merger as required under applicable accounting guidance will be excluded. |
| | | Sincerely
yours, | |
| | | ||
| | | /s/
James E. Keenan | |
| | | Chairman of the Board of Directors and Interim Chief
Executive Officer of BCIC |
BlackRock Capital Investment Corporation 50 Hudson Yards (212)-810-5800 | | | BlackRock TCP Capital Corp. 2951 28th Street, Suite 1000 (310) 566-1003 |
• | By internet; |
• | By touch-tone phone; |
• | By signing, dating and returning the enclosed proxy card or voting instruction form(s) in the postage-paid envelope; or |
• | By
participating at the BCIC Special Meeting as described above. |
| | | By order of the Board of Directors, | |
| | | ||
| | | ||
| | | ||
| | | Secretary |
• | “1940 Act” refers to the Investment Company Act of 1940; |
• | “Advisers Act” refers to the Investment Advisers Act of 1940; |
• | “Amended TCPC Investment Advisory Agreement” refers to the Second Amended and Restated Investment Advisory Agreement, dated as of September 6, 2023, by and between TCPC and TCP, as may be subsequently amended in accordance with its terms and the requirements of the 1940 Act; |
• | “BCIA”
refers to BlackRock Capital Investment Advisors, LLC, a Delaware limited liability company and the investment adviser to BCIC; |
• | “BCIC” refers to BlackRock Capital Investment Corporation and, where applicable, its consolidated subsidiaries; |
• | “BCIC Administrator” refers to BlackRock Financial Management, Inc., a Delaware corporation; |
• | “BCIC Administration Agreement” refers to the administration agreement, dated August
4, 2005, by and between BCIC and the BCIC Administrator; |
• | “BCIC Board” refers to the board of directors of BCIC; |
• | “BCIC Common Stock” refers to the shares of BCIC common stock, par value $0.001 per share; |
• | “BCIC Independent Directors” refers to the Independent Directors of the BCIC Board in their capacity as such; |
• | “BCIC Investment Advisory Agreement”
refers to the Amended and Restated Investment Advisory Agreement, dated as of May 2, 2020, by and between BCIC and BCIA; |
• | “BCIC Revolving Credit Agreement” means that certain Second Amended and Restated Senior Secured Revolving Credit Agreement, dated as of February 19, 2016, by and among BCIC, as borrower, the lenders from time to time party thereto, Citibank, N.A., as administrative agent, swingline lender and issuing bank, and Bank of Montreal, Chicago Branch, as syndication agent, as amended on August 8, 2016, June 5, 2017, March 15, 2018, August
30, 2019, May 22, 2020, April 23, 2021, April 26, 2023 and September 6, 2023 (and as further |
• | “BCIC
Revolving Credit Agreement Amendment” means that certain Eighth Amendment, dated September 6, 2023, by and among BCIC, certain of its subsidiaries party thereto, as subsidiary guarantors, the lenders party thereto, and Citibank, N.A., as administrative agent, swingline lender and issuing bank; |
• | “BCIC Special Committee” refers to the committee of the BCIC Board comprised of all of the BCIC Independent Directors; |
• | “BCIC Stockholders” refers to the holders of shares of BCIC Common Stock; |
• | “BlackRock”
refers to BlackRock, Inc., along with its subsidiaries; |
• | “Closing Date” refers to the date on which the Effective Time occurs; |
• | “Determination Date” refers to a date mutually agreed upon by BCIC and TCPC no earlier than 48 hours (excluding Sundays and holidays) prior to the Effective Time; |
• | “Effective Time” refers to the effective time of the Merger; |
• | “Exchange
Act” refers to the Securities Exchange Act of 1934; |
• | “Fee Waiver Agreement” refers to that certain fee waiver agreement, dated as of September 6, 2023, among TCP and TCPC, to be effective at the Effective Time; |
• | “Independent Director” refers to each director who is not an “interested person” of TCPC or BCIC, as applicable, as defined in Section 2(a)(19) of the 1940 Act; |
• | “Merger” refers to the merger of BCIC into Merger Sub, with Merger Sub
as the surviving company; |
• | “Merger Agreement” refers the Agreement and Plan of Merger, dated as of September 6, 2023, among BCIC, TCPC, Merger Sub and, for the limited purposes set forth therein, BCIA and TCP; |
• | “Merger Sub” refers to BCIC Merger Sub, LLC (f/k/a Project Spurs Merger Sub, LLC), a Delaware limited liability company and wholly-owned subsidiary of SVCP, a wholly-owned subsidiary of TCPC; |
• | “NAV”
refers to net asset value; |
• | “Securities Act” refers to the Securities Act of 1933; |
• | “Shares” refers to TCPC Common Stock or BCIC Common Stock, as applicable; |
• | “SVCP” refers to Special Value Continuation Partners LLC, a Delaware limited liability company and wholly-owned subsidiary of TCPC; |
• | “TCPC” refers to BlackRock TCP Capital Corp. and, where
applicable, its consolidated subsidiaries; |
• | “TCP” refers to Tennenbaum Capital Partners, LLC, a Delaware limited liability company and the investment adviser to TCPC; |
• | “TCPC Administrator” refers to Series H of SVOF/MM, LLC, a series of a Delaware limited liability company; |
• | “TCPC Administration Agreement” refers to the administration agreement, dated April 2, 2012,
by and between TCPC and the TCPC Administrator; |
• | “TCPC Board” refers to the board of directors of TCPC; |
• | “TCPC Common Stock” refers to the shares of TCPC common stock, par value $0.001 per share; |
• | “TCPC Independent Directors” refers to the Independent Directors of the TCPC Board in their capacity as such; |
• | “TCPC Special Committee” refers to the
committee of the TCPC Board comprised of all of the TCPC Independent Directors; |
• | “TCPC Stockholders” refers to the holders of shares of TCPC Common Stock; |
Q: | Why am I receiving these materials? |
A: | TCPC is furnishing these materials in connection with the solicitation of proxies by the TCPC Board for use at the TCPC Special Meeting to
be held virtually on [•], at [•] p.m., Eastern Time ([•] a.m., Pacific Time), at the following website: [•]. |
Q: | What items will be considered and voted on at the TCPC Special Meeting? |
A: | At the TCPC Special Meeting, TCPC Stockholders will be asked to approve the issuance of additional shares of TCPC Common Stock to be issued pursuant to the Merger Agreement (the
“TCPC Stock Issuance Proposal”). |
Q: | How does the TCPC Board recommend voting on the TCPC Stock Issuance Proposal at the TCPC Special Meeting? |
A: | After careful consideration, on the recommendation of the TCPC Special Committee, comprised of all of the independent directors of TCPC, the TCPC Board unanimously recommends that TCPC Stockholders vote “FOR” the TCPC Stock Issuance Proposal. |
Q: | What items will be considered and voted on at the BCIC
Special Meeting? |
A: | At the BCIC Special Meeting, BCIC Stockholders will be asked to adopt the Merger Agreement and approve the transactions contemplated thereby, including the Merger (the “BCIC Merger Proposal”). |
Q: | How does the BCIC Board recommend voting on the BCIC Merger Proposal at the BCIC Special Meeting? |
A: | After careful consideration and on the recommendation of the BCIC Special Committee, comprised of all of the independent directors of BCIC,
the BCIC Board unanimously approved the Merger Agreement and the transactions contemplated thereby, including the Merger, and unanimously recommends that BCIC Stockholders vote “FOR” the BCIC Merger Proposal. |
Q: | If I am a TCPC Stockholder, what is the “record date” and what does it mean? |
A: | The record date for the TCPC Special Meeting is [•] (the “TCPC Record Date”). The TCPC Record Date is established by the TCPC Board, and only holders of record of shares of TCPC Common Stock at the close of business on
the TCPC Record Date are entitled to receive notice of the TCPC Special Meeting and vote at the TCPC Special Meeting. As of the TCPC Record Date, there were [•] shares of TCPC Common Stock outstanding. |
Q: | If I am a BCIC Stockholder, what is the “record date” and what does it mean? |
A: | The record date for the BCIC Special Meeting is [•] (the “BCIC Record Date”). The BCIC Record Date is established by the BCIC Board, and only holders of record of shares of BCIC Common
Stock at the close of business on the BCIC Record Date are entitled to receive notice of the BCIC Special Meeting and vote at the BCIC Special Meeting. As of the BCIC Record Date, there were [•] shares of BCIC Common Stock outstanding. |
Q: | If I am a TCPC Stockholder, how many votes do I have? |
A: | Each share of TCPC Common Stock held by a holder of record as of the TCPC Record Date has one vote on each matter considered at the TCPC Special Meeting. |
Q: | If
I am a BCIC Stockholder, how many votes do I have? |
A: | Each share of BCIC Common Stock held by a holder of record as of the BCIC Record Date has one vote on each matter considered at the BCIC Special Meeting. |
Q: | If I am a TCPC Stockholder, how do I participate in the TCPC Special Meeting and vote? |
A: | The TCPC Special Meeting will be hosted virtually via live Internet webcast. If your shares of TCPC common stock
are registered in your name, you may virtually attend and participate in the TCPC Special Meeting at [•] by entering the control number found in the shaded box on your proxy card on the date and time of the TCPC Special Meeting. You may vote during the TCPC Special Meeting by following the instructions that will be available on the TCPC Special Meeting website during the TCPC Special Meeting. The TCPC Special Meeting will begin promptly at [•]
p.m., Eastern Time ([•] a.m., Pacific Time). We encourage you to access the meeting prior to the start time leaving ample time for the check in. |
• | By internet; |
• | By touch-tone phone; |
• | By signing, dating and returning the enclosed proxy card or voting instruction form(s) in the postage-paid envelope;
or |
• | By participating at the TCPC Special Meeting as described above. |
Q: | What if a TCPC Stockholder does not specify a choice for a matter when authorizing a proxy? |
A: | All properly executed proxies representing shares of TCPC Common Stock received prior to the TCPC Special Meeting will be voted in accordance with the instructions marked thereon. If the enclosed proxy card is signed and returned without any instructions marked, the
shares of TCPC Common Stock will be voted “FOR” the TCPC Stock Issuance Proposal. |
Q: | What if I have trouble accessing the TCPC Special Meeting virtually? |
A: | The virtual meeting platform is fully supported across MS Edge, Firefox, Chrome and Safari browsers and devices (desktops, laptops, tablets and cell phones) running the most up-to-date version of applicable software |
Q: | If
I am a TCPC Stockholder, how can I revoke a proxy? |
A: | If you are a stockholder of record of TCPC, you can revoke your proxy as to TCPC at any time before it is exercised by: (i) delivering a written revocation notice that is received prior to the TCPC Special Meeting to BlackRock TCP Capital Corp., 2951 28th Street, Suite 1000 Santa Monica, California 90405, Attention: Secretary; (ii) submitting a later-dated proxy that TCPC receives before the conclusion
of voting at the TCPC Special Meeting; or (iii) participating in the TCPC Special Meeting and voting online. If you hold shares of TCPC Common Stock through a broker, bank, trustee or nominee, you must follow the instructions you receive from them in order to revoke your voting instructions. Participating in the TCPC Special Meeting does not revoke your proxy unless you also vote online at the TCPC Special Meeting. |
Q: | If I am a BCIC Stockholder, how do I participate in the BCIC Special Meeting and vote? |
A: | The BCIC Special Meeting
will be hosted virtually via live Internet webcast. If your shares of BCIC common stock are registered in your name, you may virtually attend and participate in the BCIC Special Meeting at [•] by entering the control number found in the shaded box on your proxy card on the date and time of the BCIC Special Meeting. You may vote during the BCIC Special Meeting by following the instructions that will be available on the BCIC Special Meeting website during the BCIC Special Meeting. The BCIC Special Meeting will begin promptly at [•] p.m., Eastern Time ([•] a.m., Pacific Time). We encourage you to access the
meeting prior to the start time leaving ample time for the check in. |
• | By internet; |
• | By touch-tone phone; |
• | By signing, dating and returning the enclosed proxy card or voting instruction form(s) in the postage-paid envelope; or |
• | By participating at the BCIC Special Meeting as described above. |
Q: | What if a BCIC Stockholder does not specify a choice for a matter when authorizing a proxy? |
A: | All properly executed proxies representing shares of BCIC Common Stock at the BCIC Special Meeting will be voted in accordance with the instructions marked thereon. If the enclosed proxy card is signed and returned without
any instructions marked, the shares of BCIC Common Stock will be voted “FOR” the BCIC Merger Proposal. |
Q: | What if I have trouble accessing the BCIC Special Meeting virtually? |
A: | The virtual meeting platform is fully supported across MS Edge, Firefox, Chrome and Safari browsers and devices (desktops, laptops, tablets and cell phones) running the most up-to-date version of applicable software and plugins. Please note that Internet Explorer is no longer supported. Participants should ensure that they have a strong Internet connection wherever they
intend to participate in the meeting. BCIC Stockholders are encouraged to access the meeting prior to the start time. A link on the meeting page will provide further assistance should you need it or you may call 1-888-724-2416 or 1-781-575-2748. |
Q: | If I am a BCIC Stockholder, how can I revoke a proxy? |
A: | If you are a stockholder of record of BCIC, you can revoke your proxy as to BCIC at any time before it
is exercised by: (i) delivering a written revocation notice that is received prior to the BCIC Special Meeting to BlackRock Capital Investment Corporation, 50 Hudson Yards, New York, New York, 10001, Attention: Secretary; (ii) submitting a later-dated proxy that BCIC receives before the conclusion of voting at the BCIC Special Meeting; or (iii) participating in the BCIC Special Meeting and voting online. If you hold shares of BCIC Common Stock through a broker, bank, trustee or nominee, you must follow the instructions you receive from them in order to revoke your voting instructions. Participating in the BCIC Special Meeting does not revoke your proxy unless you also vote online at the BCIC Special Meeting. |
Q: | How
do I vote shares of TCPC Common Stock or BCIC Common Stock held through a broker, bank, trustee or nominee? |
A: | If you hold shares of TCPC Common Stock or BCIC Common Stock through a broker, bank, trustee or nominee, you must direct your intermediary regarding how you would like your shares voted by following the voting instructions you receive from your broker, bank, trustee or nominee. Please instruct your broker, bank, trustee or nominee regarding how you would like your shares voted so your vote can be counted. |
Q: | What constitutes a “quorum” for the TCPC Special Meeting? |
A: | For TCPC to conduct business at the TCPC Special Meeting, a quorum of TCPC Stockholders must be present. The presence at the TCPC Special Meeting, virtually or by proxy, of the holders of not less than one-third of TCPC’s Common Stock outstanding on
the TCPC Record Date will constitute a quorum of TCPC. Abstentions will be treated as shares present for quorum purposes. Broker non-votes, if any, will be treated as shares present for quorum purposes at the TCPC Special Meeting. |
Q: | What
constitutes a “quorum” for the BCIC Special Meeting? |
A: | For BCIC to conduct business at the BCIC Special Meeting, a quorum of BCIC Stockholders must be present. The presence at the BCIC Special Meeting, virtually or by proxy, of the holders of a majority of the shares of BCIC Common Stock outstanding on the BCIC Record Date will constitute a quorum of BCIC. Abstentions will be treated as shares present for quorum purposes. Broker non-votes, if any, will not be treated as shares present for quorum purposes at the BCIC Special Meeting. |
Q: | What vote is required to approve the TCPC Stock Issuance Proposal at the TCPC Special Meeting? |
A: | The affirmative vote of the holders of a majority of the votes cast by the holders of outstanding shares
of TCPC Common Stock at the TCPC Special Meeting in person or by proxy at a meeting at which a quorum is present is required for approval of the TCPC Stock Issuance Proposal (i.e., the number of shares voted “for” the proposal must exceed the number of shares voted “against” such proposal). Abstentions and broker non-votes, if any, will not be included in determining the number of votes cast and, because the TCPC Stock Issuance Proposal requires the affirmative vote of the holders of at least a majority of votes cast, abstentions and broker non-votes will have no effect on the voting outcome of the TCPC Stock Issuance Proposal, but will be treated as shares present for quorum purposes. |
Q: | What
vote is required to approve the BCIC Merger Proposal at the BCIC Special Meeting? |
A: | The affirmative vote of the holders of a majority of the outstanding shares of BCIC Common Stock is required to approve the BCIC Merger Proposal. Abstentions and broker non-votes, if any, will have the effect of a vote “against” this proposal. |
Q: | What will happen if the TCPC Stock Issuance Proposal or BCIC Merger Proposal are not approved by the required vote? |
A: | As
discussed in more detail in “Description of the Merger Agreement — Conditions to Closing the Merger,” the closing of the Merger (the “Closing”) is conditioned on (i) TCPC Stockholder approval of the TCPC Stock Issuance Proposal (“TCPC Stockholder Approval”), (ii) BCIC Stockholder approval of the BCIC Merger Proposal (“BCIC Stockholder Approval”) and (iii) satisfaction or waiver of certain other closing conditions. |
Q: | When will the final voting results be announced? |
A: | Preliminary voting results will be announced at each stockholder meeting. Final voting results will be published by TCPC and BCIC in a current report on Form 8-K within four business days after the date of the TCPC Special Meeting and the BCIC Special Meeting, respectively.
|
Q: | What does it mean if I receive more than one proxy card? |
A: | Some of your shares of TCPC Common Stock or BCIC Common Stock, as applicable, may be registered differently or held in different accounts. You should authorize a proxy to vote the shares in each of your accounts via the Internet, by telephone or by mail. If you mail proxy cards, please sign, date and return each proxy card to guarantee that all of your shares are voted. |
Q: | Are
the proxy materials available electronically? |
A: | In addition to mailing proxy materials to TCPC Stockholders and BCIC Stockholders, TCPC and BCIC have made the registration statement (of which this joint proxy statement/prospectus forms a part), the Notice of Special Meeting of Stockholders of TCPC, the Notice of Special Meeting of Stockholders of BCIC and the proxy cards available to TCPC Stockholders and BCIC Stockholders on the Internet. Stockholders may (i) access and review the proxy materials of TCPC and BCIC, as applicable, (ii) authorize their proxies, as described in “The TCPC Special Meeting — Voting of Proxies” and “The
BCIC Special Meeting — Voting of Proxies,” and/or (iii) elect to receive certain future proxy materials by electronic delivery via the Internet address provided below. |
Q: | Will my vote make a difference? |
A: | Yes;
your vote is very important. Your vote is needed to ensure the proposals can be acted upon. Please respond immediately to help avoid potential delays and save significant additional expenses associated with soliciting stockholder votes. |
Q: | Who can I contact with any additional questions? |
A: | If you are a TCPC Stockholder, you can contact TCPC at the below contact information with any additional questions: |
Q: | Where can I find more information about TCPC and BCIC? |
A: | You
can find more information about TCPC and BCIC in the documents described under the caption “Where You Can Find More Information.” |
Q: | What do I need to do now? |
A: | We urge you to read carefully this entire document, including its annexes and the documents incorporated by reference and the documents referenced under “Where You Can Find More Information” and consult with your accounting, legal and tax advisors. After you have carefully read and considered the information contained in or incorporated
by reference into this proxy statement/prospectus, please submit your proxy via the Internet or |
Q: | What
will happen in the Merger? |
A: | Pursuant to the terms of the Merger Agreement, at the Effective Time, BCIC will merge with and into Merger Sub. Merger Sub will be the surviving company and will continue its existence as a Delaware limited liability company and a wholly-owned subsidiary of SVCP, which is a wholly-owned subsidiary of TCPC. |
Q: | What will BCIC Stockholders receive in the Merger? |
A: | Under the Merger Agreement, as
of the Determination Date, each of BCIC and TCPC will deliver to the other a calculation of its NAV as of such date (such calculation with respect to BCIC, the “Closing BCIC Net Asset Value” and such calculation with respect to TCPC, the “Closing TCPC Net Asset Value”), in each case, based on the same assumptions and methodologies, and applying the same categories of adjustments to net asset value historically used in preparing the calculation of the net asset value per share by the applicable party, except (i) that, in the case of BCIC, any quoted investments valued by reference to bid-ask prices will be valued at the mid-point of the bid-ask spread as reported by the pricing vendor or broker, such that the valuation treatment of such investments is consistent with the valuation policies of TCPC,
and (ii) as otherwise may be mutually agreed by the parties. |
• | the “BCIC Per Share NAV”, which will be equal to (i) the Closing BCIC Net Asset Value divided by (ii) the number of shares of BCIC Common Stock issued and outstanding as of the Determination Date (excluding any Cancelled Shares); and |
• | the “TCPC Per Share NAV”, which will be equal to (A) the Closing TCPC Net Asset Value divided by (B) the number of shares of TCPC Common Stock issued and outstanding
as of the Determination Date. |
Q: | Is the Exchange Ratio subject to any adjustment? |
A: | The Exchange Ratio will be adjusted if, between the Determination Date and the Effective Time, the respective number of issued and outstanding shares of TCPC Common Stock or BCIC Common Stock has increased or decreased or changed into or exchanged for a different number or kind of shares or securities, in each case, as a result of any reclassification, recapitalization, stock split, reverse stock
split, split-up, merger, issuer tender or exchange offer, combination or exchange of shares or similar transaction, or if a stock dividend or dividend payable in any other securities or similar distribution has been authorized and declared with a record date within such period, as permitted by the Merger Agreement, in each case, to provide the BCIC Stockholders and TCPC the same economic effect as contemplated by the Merger Agreement prior to such event. Because the Exchange Ratio will be determined within 48 hours (excluding Sundays and holidays) prior to the Effective Time, the time period during which such an adjustment could occur will be relatively short. |
Q: | Who is
responsible for paying the expenses relating to completing the Merger? |
A: | Subject to the advisor transaction expense sharing described below, all fees and expenses incurred by any party or any of its consolidated subsidiaries in connection with the Merger Agreement and the transactions contemplated thereby (see “Description of the Merger Agreement — Expenses and Fees” for a list of certain included expenses) will be, in each case, be paid by the party incurring such fees or expenses (or, in the case of Merger Sub and SVCP, TCPC), whether or not the Merger is consummated.
|
Q: | Will TCPC and BCIC incur expenses in soliciting proxies? |
A: | TCPC and BCIC will each bear the cost of printing and mailing this joint proxy statement/prospectus and proxy cards and
the accompanying Notice of Special Meeting of Stockholders of TCPC or Notice of Special Meeting of Stockholders of BCIC, as applicable. TCPC and BCIC will bear the cost of preparing this joint proxy statement/prospectus on a pro rata basis based upon the relative net assets of TCPC and BCIC as of the date on which the Exchange Ratio is determined. Each of the foregoing costs and expenses are subject to the sharing of a portion of these charges by TCP and BCIA, as applicable, as described above in “Questions and Answers about the Merger — Who is responsible for paying the expenses relating to completing the Merger?” TCPC and BCIC intend to use the services
of Georgeson, a proxy solicitation firm, to assist in the distribution and collection of proxy materials and the solicitation and tabulation of proxies. It is estimated that Georgeson will be paid approximately $283,000 in aggregate for such services, including pass through charges and out-of-pocket expenses. Actual proxy solicitation costs incurred and paid to Georgeson may differ from the estimated amount. |
Q: | Will I receive dividends after the Merger? |
A: | Subject to applicable
legal restrictions and the sole discretion of the TCPC Board, TCPC intends to declare and pay regular cash distributions to TCPC Stockholders on a quarterly basis. For a history of the dividend declarations and distributions paid by TCPC since January 1, 2022, see “Market Price, Dividend and Distribution Information — TCPC.” The amount and timing of past dividends and distributions are not a guarantee of any future dividends or distributions, or the amount thereof, the payment, timing and amount of which will be determined by the TCPC Board and depend on TCPC’s cash requirements, its financial condition and earnings, contractual restrictions, legal and regulatory considerations and other factors. See “Dividend
Reinvestment Plan of TCPC” for information regarding TCPC’s previous dividend reinvestment plan. |
Q: | Is the Merger subject to any third party consents? |
A: | Under the Merger Agreement, TCPC and BCIC have agreed to cooperate with each other and use reasonable best efforts to take, or cause to be taken, in good faith, all actions, and to do, or cause to be done, all things necessary, including
to promptly prepare and file all necessary documentation, to effect all applications, notices, petitions and filings (including any required applications, notices or other filings under the HSR Act), to obtain as promptly as practicable all permits, consents, approvals, confirmations and authorizations of all governmental entities and other third parties, in each case, that are necessary or advisable, to consummate the transactions contemplated by the Merger Agreement (including the Merger) in the most expeditious manner practicable, and to comply with the terms and conditions of all such permits, consents, approvals and authorizations of all such governmental entities and other third parties. As of the date of this joint proxy statement/prospectus, TCPC and BCIC believe that, subject to the satisfaction or waiver
of certain conditions, they have obtained all necessary third party consents (other than consent under the HSR Act and TCPC and BCIC Stockholder Approval). In furtherance thereof, TCPC and BCIC have agreed to cooperate with each other and use reasonable best efforts to take, or cause to be taken all actions, and to do, or cause to be done, all things necessary for the effectiveness of the BCIC Revolving Credit Agreement Amendment, which is a condition to closing for each party to the Merger Agreement. There can be no assurance that any permits, consents, approvals, confirmations or authorizations will be obtained or that such permits, consents, approvals, confirmations or authorizations will not impose conditions or requirements that, individually or in the aggregate, would or could reasonably be expected
to have a material adverse effect on the financial condition, results of operations, assets or business of the combined company following the Merger. |
Q: | How do TCPC’s investment objectives, strategies and risks differ from BCIC’s? |
A: | TCPC’s investment objective is to achieve high total returns through current income and capital appreciation, with an emphasis on principal protection. TCPC seeks to achieve its investment objective primarily through investments in debt securities of middle-market companies, which it typically defines as those with enterprise values
between $100 million and $1.5 billion. While TCPC intends to primarily focus on privately negotiated investments in debt of middle-market companies, it 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 TCPC’s debt investments. TCPC expects 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. |
Q: | How do the distribution procedures, purchase procedures, redemption
procedures and exchange rights of TCPC and BCIC differ from one another? |
A: | TCPC and BCIC have substantially similar distribution, purchase and redemption procedures other than the differences described herein. Neither of TCPC or BCIC offers exchange rights with respect to its common stock. TCPC Common Stock and BCIC Common Stock are currently publicly traded on Nasdaq, and investors may purchase and dispose of shares of TCPC Common Stock and BCIC Common Stock on Nasdaq. From time to time, TCPC and BCIC may offer shares of their respective securities in public offerings registered under the Securities Act, and each of TCPC and BCIC may offer its respective securities in private placements
in reliance on an exemption from the registration requirements of the Securities Act. |
Q: | How will the combined company be managed following the Merger? |
A: | Prior to the Effective Time, the lead Independent Director of BCIC and the lead Independent Director of TCPC, in consultation with the chairperson of the BCIC Board and the chairperson of the TCPC Board, as applicable, will recommend to the TCPC Board the appropriate composition of the TCPC Board after the Effective Time, and the TCPC
Board will consider such recommendation. Following the Effective Time, the officers of TCPC will be (i) Rajneesh Vig as Chief Executive Officer / Chairman, (ii) Phil Tseng as President, (iii) Nik Singhal as Chief Operating Officer, (iv) Erik Cuellar as Chief Financial Officer / Treasurer, (v) Charles C.S. Park as Chief Compliance Officer and (vi) Laurence D. Paredes as Secretary. Such officers will hold office until their respective successors are duly appointed and qualify, or their earlier death, removal or resignation. Following the
Merger, TCP, the investment adviser to TCPC and a wholly-owned subsidiary of BCIA, the investment adviser to BCIC, will be the investment adviser to the combined company pursuant to the Amended TCPC Investment Advisory Agreement. Consequently, following the Merger, BCIC Stockholders will be investors in a BDC advised by TCP rather than BCIA; however, since both TCP and BCIA are BlackRock affiliates and employ the same investment professionals within BlackRock’s US Private Capital group, the management of portfolio investments will be substantially similar for BCIC Stockholders, as investors in the combined company following the Merger. For more information, see “The Merger — Fee Waiver Agreement”
and “The Merger — Amended TCPC Investment Advisory Agreement.” |
Q: | If I am a TCPC Stockholder, will my expenses increase as a result of the Merger without a waiver or reimbursement? |
A: | In connection with the entry into the Merger Agreement and subject to completion of the Merger, following the Effective Time, TCP has agreed to reduce the base management fee rate from 1.50% to 1.25% on assets equal to or below 200% of the net asset value of TCPC (for the avoidance of doubt, the base management fee rate on assets
that exceed 200% of the net asset value of TCPC would remain 1.00%) with no change to the basis of calculation. TCPC also may achieve certain other operating cost savings from the Merger when the two companies have fully integrated their portfolios. The cost savings estimates also assume TCPC will be able to combine its operations and BCIC’s operations in a manner that permits those cost savings to be realized. On a pro forma basis (excluding estimated transaction expenses), it is expected that the combined company will have higher overall expenses in total dollars, but ultimately have lower expenses as a percentage of total assets and net assets following completion of the Merger. |
Q: | If I am a BCIC Stockholder, will my expenses increase as a result of the Merger without a waiver or reimbursement? |
A: | In connection with the entry into the Merger Agreement and subject to completion of the Merger, following the Effective Time, TCP has agreed to reduce the base management fee rate from 1.50% to 1.25% on assets equal to or below 200% of the net asset value of TCPC
(for the avoidance of doubt, the base management fee rate on assets that exceed 200% of the net asset value of TCPC would remain 1.00%) with no change to the basis of calculation. TCPC also may achieve certain other operating cost savings from the Merger when the two companies have fully integrated their portfolios. The cost savings estimates also assume TCPC will be able to combine its operations and BCIC’s operations in a manner that permits those cost savings to be realized. On a pro forma basis (excluding estimated transaction expenses), it is expected that the combined company will have higher overall expenses in total dollars, but ultimately have lower expenses as a percentage of total assets and net assets following completion of the Merger. |
Q: | How will the Merger affect the management fee payable by TCPC post-Closing? |
A: | The
Amended TCPC Investment Advisory Agreement provides that, as of the Effective Time, TCP will reduce the base management fee rate from 1.50% to 1.25% on assets equal to or below 200% of the net asset value of TCPC (for the avoidance of doubt, the base management fee rate on assets that exceed 200% of the net asset value of TCPC would remain 1.00%) with no change to the basis of calculation. See “The Merger — Amended TCPC Investment Advisory Agreement.” |
Q: | Will the composition of the TCPC Board change following the Merger? |
A: | Prior
to the Effective Time, the lead Independent Director of BCIC and the lead Independent Director of TCPC, in consultation with the chairperson of the BCIC Board and the chairperson of the TCPC Board, as applicable, will recommend to the TCPC Board the appropriate composition of the TCPC Board after the Effective Time, and the TCPC Board will consider such recommendation. |
Q: | Are TCPC Stockholders able to exercise appraisal rights? |
A: | No. TCPC Stockholders will not be entitled to exercise appraisal rights with respect to any matter to be voted upon at
the TCPC Special Meeting. |
Q: | Are BCIC Stockholders able to exercise appraisal rights? |
A: | No. BCIC Stockholders will not be entitled to exercise appraisal rights with respect to any matter to be voted upon at the BCIC Special Meeting. |
Q: | When
do you expect to complete the Merger? |
A: | While there can be no assurance as to the exact timing, or that the Merger will be completed at all, TCPC and BCIC are working to complete the Merger in the first quarter of 2024. It is currently expected that the Merger will be completed promptly following receipt of the required TCPC Stockholder Approval and BCIC Stockholder Approval at the TCPC Special Meeting and BCIC Special Meeting, respectively, and satisfaction or waiver of the other closing conditions set forth in the Merger Agreement. |
Q: | What happens
if the Merger is not consummated? |
A: | If the Merger is not completed for any reason, the additional TCPC Common Stock will not be issued pursuant to the TCPC Stock Issuance Proposal and BCIC Stockholders will not receive any consideration for their shares of BCIC Common Stock in connection with the Merger. Instead, each of TCPC and BCIC will remain an independent company and continue to operate pursuant to the current agreements in place for each of TCPC and BCIC, and each of TCPC’s and BCIC’s respective directors and officers will continue to serve as its directors and officers, respectively, until their successors are duly elected and qualified,
or their earlier death, removal or resignation. If the Merger does not close because the BCIC Stockholders fail to approve the BCIC Merger Proposal or the TCPC Stockholders fail to approve the TCPC Stock Issuance Proposal, the payment, offset or reimbursement of certain transaction expenses by the Advisors will be limited to an aggregate amount of $3 million, rather than $6 million (for more information, see “Description of the Merger Agreement — Expenses and Fees”). |
Q: | Is the Merger expected to be taxable to TCPC Stockholders? |
A: | No.
The Merger is not expected to be a taxable event for TCPC Stockholders. For further information, see the section captioned “U.S. Federal Income Tax Considerations — U.S. Federal Income Tax Consequences of the Merger.” |
Q: | Is the Merger expected to be taxable to BCIC Stockholders? |
A: | The Merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and it is a condition to the obligations of BCIC and of TCPC to
consummate the Merger that BCIC and TCPC will each obtain legal opinions to that effect. Assuming the Merger qualifies as a “reorganization” within the meaning of Section 368(a), BCIC Stockholders are not expected to recognize any gain or loss for U.S. federal income tax purposes on the exchange of shares of BCIC Common Stock for shares of TCPC Common Stock pursuant to the Merger, except for any gain or loss that may result from the receipt of cash in lieu of fractional shares of TCPC Common Stock. The particular tax consequences of the Merger to a BCIC Stockholder will depend on such stockholder’s particular facts and circumstances. BCIC Stockholders should consult with their tax advisors to determine the tax consequences of the Merger to them in light of their specific circumstances. For further information,
see the section captioned “Material U.S. Federal Income Tax Considerations — Material U.S. Federal Income Tax Consequences of the Merger.” |
Q: | Did the TCPC Special Committee and TCPC Board receive an opinion from the financial advisor to the TCPC Special Committee regarding the Exchange Ratio? |
A: | Yes. For more information, see the section entitled “The Merger — Opinion of the Financial Advisor to the TCPC Special Committee.” |
Q: | Did
the BCIC Special Committee and BCIC Board receive an opinion from the financial advisor to the BCIC Special Committee regarding the Exchange Ratio? |
A: | Yes. For more information, see the section entitled “The Merger — Opinion of the Financial Advisor to the BCIC Special Committee.” |
• | the “BCIC Per Share NAV”, which will be equal to (i) the Closing BCIC Net Asset Value divided by (ii) the number of shares of BCIC Common Stock issued and outstanding as of the Determination Date (excluding any Cancelled Shares); and |
• | the
“TCPC Per Share NAV”, which will be equal to (A) the Closing TCPC Net Asset Value divided by (B) the number of shares of TCPC Common Stock issued and outstanding as of the Determination Date. |
| | | TCPC Common
Stock | | | BCIC Common Stock | |
Closing
Sales Price as of September 5, 2023 | | | $12.45 | | | $3.55
|
NAV per Share as of June 30, 2023 | | | $12.94 | | | $4.33
|
Closing Sales Price as of June 30, 2023 | | | $10.91 | | | $3.28 |
• | Because the trading price of TCPC Common Stock and the NAV per share of BCIC Common Stock and TCPC Common Stock will fluctuate, BCIC Stockholders cannot be sure of the market value of the consideration they will receive in connection with the Merger until the closing date of the Merger. |
• | Sales
of shares of TCPC Common Stock after the completion of the Merger may cause the trading price of TCPC Common Stock to decline. |
• | TCPC Stockholders and BCIC Stockholders will experience a reduction in percentage ownership and voting power in the combined company as a result of the Merger. |
• | TCPC may be unable to realize the benefits anticipated by the Merger, including estimated cost savings, or it may take longer than anticipated to achieve such benefits. |
• | The opinion of the financial advisor to the TCPC Special Committee delivered
to the TCPC Special Committee and the TCPC Board prior to the signing of the Merger Agreement and the opinion of the financial advisor to the BCIC Special Committee delivered to the BCIC Special Committee and the BCIC Board prior to the signing of the Merger Agreement will not reflect changes in circumstances since the date of the opinions. |
• | If the Merger does not close for any reason (whether due to failure to obtain required BCIC or TCPC Stockholder Approval or failure of either TCPC or BCIC to satisfy certain closing conditions), TCPC and BCIC may bear expenses incurred in connection with the Merger in excess of the amounts to be borne by TCP or BCIA, as applicable, and will not receive the benefits associated with the Merger. |
• | The
termination of the Merger Agreement could negatively impact TCPC and BCIC. |
• | The Merger Agreement limits TCPC’s and BCIC’s ability to pursue alternatives to the Merger. |
• | The Merger is subject to closing conditions, including the TCPC and BCIC Stockholder Approvals, that, if not satisfied or (to the extent legally allowed) waived, will result in the Merger not being completed, which may result in material adverse consequences to the business and operations of TCPC and BCIC. |
• | TCPC and BCIC may, to the extent legally allowed,
waive one or more conditions to the Merger without resoliciting the TCPC Stockholder Approval or BCIC Stockholder Approval, as applicable. |
• | TCPC and BCIC will be subject to operational uncertainties and contractual restrictions while the Merger is pending. |
• | The market price of TCPC Common Stock after the Merger may be affected by factors different from those affecting TCPC Common Stock currently. |
• | BCIC Stockholders and TCPC Stockholders are not entitled to appraisal rights in connection with the Merger. |
• | Any
litigation filed against TCPC and/or BCIC in connection with the Merger could result in substantial costs and could delay or prevent the Merger from being completed. |
• | The Merger may trigger certain “change of control” provisions and other restrictions in contracts of TCPC, BCIC or their respective affiliates and the failure to obtain any required consents or
waivers could adversely impact the combined company. |
• | As a result of the Merger, holders of BCIC’s outstanding 2025 Private Placement Notes will be able to redeem their notes prior to maturity; any replacement debt may be more expensive and any inability of the combined company to replace any redeemed BCIC 2025 Private Placement Notes after the Effective Time could adversely impact TCPC’s liquidity and ability to fund new investments or maintain distributions to TCPC Stockholders. |
• | The shares of TCPC Common Stock to be received by BCIC Stockholders as a result of the Merger will have certain different rights associated with them than shares of BCIC Common Stock currently
held by them, as described more fully in the section “Comparison of TCPC and BCIC Stockholder Rights.” |
• | The Merger may not be treated as a tax-free reorganization under Section 368(a) of the Code. |
• | TCPC is expected to be subject to an annual limitation on its use of BCIC’s capital loss carryforwards (and certain unrecognized built-in losses). |
• | The combined company may incur adverse tax consequences if either BCIC or TCPC has failed or fails to qualify for taxation as a RIC for United States federal
income tax purposes. |
(i) | to reduce the base management fee rate from 1.50% to 1.25% on assets equal to or below 200% of the net asset value of TCPC (for the avoidance of doubt, the base management fee rate on assets that exceed 200% of the net asset value of TCPC would remain 1.00%) with no change to the basis of calculation; |
(ii) | to waive all or a portion of its advisory fees to the extent the adjusted net investment income of TCPC on a per share basis (determined by dividing the adjusted net investment
income of TCPC by the weighted average outstanding shares of TCPC during the relevant quarter) is less than $0.32 per share in any of the first four (4) fiscal quarters ending after the Effective Time (the first of which will be the quarter in which the Effective Time occurs unless the Effective Time occurs on the last day of the quarter) to the extent there are sufficient advisory fees to cover such deficit (for the avoidance of doubt, the waiver amount in a given quarter cannot exceed the total advisory fees for such quarter); and |
(iii) | that, for the purposes of calculating net investment income (as described in clause (ii) above) and certain incentive fee calculations under the Amended TCPC Investment Advisory Agreement, any amortization or accretion of any purchase premium or purchase discount to interest income
or any gains and losses resulting solely from accounting adjustments to the cost basis of the BCIC assets acquired in the Merger as required under applicable accounting guidance will be excluded. |
• | expected accretion to net investment income; |
• | reduced management fee rate; |
• | net investment income shortfall support; |
• | expected expense savings; |
• | advisor sharing of a portion of the Merger-related expenses; |
• | expected
greater access to debt capital; |
• | similarities in investment strategies and risks; |
• | increased scale and potential for improved secondary market liquidity; |
• | potential for improved trading dynamics; |
• | continuity of BlackRock-affiliated management team; |
• | acquisition
of a known, diversified portfolio with significant overlap; |
• | no dilution for purposes of Rule 17a-8 under the 1940 Act; |
• | potential benefits of the Merger as compared to other strategic options; |
• | the financial analysis reviewed by Houlihan Lokey with the TCPC Special Committee as well as the oral opinion of Houlihan Lokey rendered to the TCPC Special Committee on September 5, 2023 (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion dated
September 5, 2023 addressed to the TCPC Special Committee), as to, as of September 5, 2023, the fairness, from a financial point of view, to TCPC of the Exchange Ratio provided for in the Merger pursuant to the Merger Agreement; and |
• | the structure of the Merger as a tax-free reorganization. |
• | expected accretion to net investment income; |
• | reduced management fee rate; |
• | net investment income shortfall support; |
• | expected expense savings; |
• | advisor
sharing of a portion of the Merger-related expenses; |
• | expected greater access to debt capital on more favorable terms; |
• | similarities in investment strategies and risks; |
• | increased scale and potential for improved secondary market liquidity; |
• | potential for improved trading dynamics; |
• | continuity of BlackRock-affiliated management team; |
• | stronger
historical performance track record and dividend coverage; |
• | merger with a known, diversified portfolio with significant overlap; |
• | the structure of the Merger as a tax-free reorganization; |
• | no dilution for purposes of Rule 17a-8 under the 1940 Act; |
• | the potential benefits of the Merger as compared to other strategic options; and |
• | the
opinion of Keefe, Bruyette & Woods, Inc. (“KBW”) as to the fairness of the Exchange Ratio, from a financial point of view, to the holders of BCIC Common Stock. |
• | changes in the value of TCPC’s portfolio of investments and any derivative instruments, including as a result of general economic conditions, interest rate shifts and changes in the performance of TCPC’s portfolio companies; |
• | changes in earnings or
variations in operating results or distributions that exceed TCPC’s net investment income; |
• | any shortfall in investment income or net investment income or any increase in losses from levels expected by investors or securities analysts; |
• | departure of certain of key personnel of TCP or TCP ceasing to be the investment advisor of TCPC (although no such departure of personnel or change in investment advisor is planned in connection with the Merger); |
• | loss of a major funding source; |
• | significant volatility in the market price and trading volume of securities of BDCs, which are not necessarily related to the operating performance of TCPC; |
• | changes in regulatory policies, accounting pronouncements or tax guidelines, particularly with respect to RICs and BDCs; |
• | loss
of TCPC’s BDC or RIC status; |
• | increases in expenses associated with defense of litigation and responding to SEC inquiries; |
• | changes in accounting guidelines governing valuation of TCPC’s investments; and |
• | general economic trends and other external factors. |
• | the businesses of TCPC and BCIC may have been adversely impacted by the failure to pursue other beneficial opportunities due to the focus of management on the Merger, without realizing any of the anticipated benefits of completing the Merger; |
• | the market prices of TCPC Common Stock and/or BCIC Common Stock might decline to the extent that the market price prior to termination reflects a market assumption that the Merger will be completed; |
• | TCPC or BCIC may not be able to find a third-party willing to consummate a transaction on the same or
superior terms and any such transaction may not result in benefits comparable to those anticipated in connection with the Merger; and |
• | TCPC and BCIC may have incurred expenses in connection with the Merger in excess of the amount subject to payment, offset or reimbursement by TCP or BCIA, as applicable, without realizing any of the benefits of completing the Merger. |
| | | Actual | | | Pro
Forma | ||||
Stockholder transaction expenses: | | | TCPC | | | BCIC | | | TCPC
|
Sales load (as a percentage of offering price)(1) | | | None | | | None | | | None
|
Offering expenses | | | None | | | None | | | None
|
Dividend reinvestment plan fees (as a percentage of offering price)(2) | | | None | | | None | | | None
|
Total stockholder transaction expenses (as a percentage of offering price) | | | None | | | None | | | None |
| | | Actual | | | Pro
Forma | ||||
Annual expenses (as a percentage of net assets attributable to common stock(3)): | | | TCPC | | | BCIC | | | TCPC
|
Base management fees(4) | | | 3.23% | | | 2.79% | | | 2.64%
|
Incentive fees(5) | | | 3.03% | | | 2.42% | | | 3.01%
|
Interest payments on borrowed funds (including other costs of servicing and offering debt securities)(6) | | | 6.09% | | | 6.83% | | | 6.31%
|
Other expenses(7) | | | 1.13% | | | 1.40% | | | 1.02%
|
Acquired fund fees and expenses | | | — | | | — | | | —
|
Total annual expenses | | | 13.49% | | | 13.45% | | | 12.98% |
(1) | Purchases of TCPC Common Stock and BCIC Common Stock are not subject to sales charges, but may be subject to brokerage commissions or other charges. The table does not include any sales load (underwriting discount or commission) that stockholders may have paid in connection with their purchase of shares of TCPC Common Stock or BCIC Common Stock. The combined company does not expect to charge sales charges on the issuance of additional shares as a result of the Merger. |
(2) | Estimated expenses associated with BCIC’s dividend reinvestment plan are included in “Other expenses.” TCPC does not currently have a dividend reinvestment plan in place. TCPC may adopt a dividend
reinvestment plan following the Effective Time, but there is no assurance that one will be adopted. |
(3) | “Net assets attributable to common stock” equals net assets as of June 30, 2023. For the Pro Forma column, the net assets of the combined company on a pro forma basis as of June 30, 2023 were used. |
(4) | TCPC and BCIC base management fees are calculated at an annual rate of 1.50% on total assets up to 200% of net asset value (excluding cash and cash equivalents), including any assets acquired with the proceeds of leverage, payable quarterly in arrears based
on the asset valuation as of the end of the prior quarter, and at 1.00% on total assets that exceed 200% of net asset value of each company. The base management fee for any partial quarter is prorated. The TCPC and BCIC base management fees referenced in the table above are annualized based on actual amounts incurred by TCPC and BCIC, respectively, during the six months ended June 30, 2023. |
(5) | Incentive Fees under the existing TCPC investment advisory agreement. |
• | No incentive fee based on income other than capital gains for any calendar quarter in which the pre-incentive fee net investment income does not exceed 1.75% (7.00% annualized) of net assets attributable to common stock at the beginning of such quarter; |
• | 100% of the pre-incentive fee net investment income in any calendar quarter with respect to that portion of such pre-incentive fee net investment income, if any, for such calendar quarter, that exceeds 1.75% (7.00% annualized) of net assets attributable to common stock at the beginning of such quarter but is less than approximately 2.12% (8.48% annualized); and |
• | 17.5%
of the pre-incentive fee net investment income, if any, for any calendar quarter that exceeds approximately 2.12% (8.48% annualized) of net assets attributable to common stock at the beginning of such quarter. |
(6) | Interest payments on borrowed funds for TCPC is based on the annualized weighted-average actual cost of funds (including contractual interest and amortization of debt issuance costs) for the six months ended June 30, 2023 applied to the outstanding principal balance of indebtedness as of June 30, 2023, plus estimated annual commitment fees based on the unused portion of credit facility commitments as of June 30, 2023. For the six months ended
June 30, 2023, the annualized weighted-average cost of funds for TCPC’s total debt outstanding was 4.37%. TCPC may borrow additional funds from time to time to make investments or support its operations to the extent TCPC determines that the economic situation is conducive to doing so. TCPC may also issue additional debt securities, subject to its compliance with applicable requirements under the 1940 Act. Interest payments on borrowed funds for TCPC do not assume any additional indebtedness from borrowings or other debt issuances. |
(7) | Includes other operating expenses for each of TCPC and BCIC, including payments under the TCPC Administration Agreement and the BCIC Administration Agreement based on each of TCPC’s and BCIC’s allocable portion of overhead and other expenses incurred by the Administrator under the applicable administration agreement. “Other expenses” are estimated based on amounts incurred for the six months ended June 30, 2023 for each of TCPC and BCIC and annualized for a full
year. The Pro Forma column amount for the combined company includes estimated reductions in certain other expenses which may be realized as a result of the Merger. Estimated reductions in other expenses may vary from actual results. |
| | | 1
year | | | 3 years | | | 5
years | | | 10 years | |
You would pay the following expenses on a $1,000 investment: | | | | | | | | | ||||
TCPC,
assuming a 5% annual return (assumes no return from net realized capital gains) | | | $102 | | | $289 | | | $456 | | | $800
|
BCIC, assuming a 5% annual return (assumes no return from net realized capital gains) | | | $107 | | | $302 | | | $474 | | | $822
|
| | | | | | | | | |||||
TCPC,
assuming a 5% annual return (assumes return entirely from net realized capital gains) | | | $102 | | | $289 | | | $456 | | | $800
|
BCIC, assuming a 5% annual return (assumes return entirely from net realized capital gains) | | | $115 | | | $322 | | | $502 | | | $853
|
| | | | | | | | | |||||
Pro
Forma combined company following the Merger You would pay the following expenses on a $1,000 investment: | | | | | | | | | ||||
Assuming
a 5% annual return (assumes no return from net realized capital gains) | | | $97 | | | $278 | | | $440 | | | $782
|
Assuming a 5% annual return (assumes return entirely from net realized capital gains) | | | $97 | | | $278 | | | $440 | | | $782 |
• | the ability of the parties to consummate the Merger on the expected timeline, or at all; |
• | the
expected synergies and savings associated with the Merger; |
• | 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; |
• | the possibility that competing offers or acquisition proposals will be made; |
• | the possibility that any or all of the various conditions to the consummation of the Merger may not be satisfied or waived; |
• | risks
related to diverting management’s attention from ongoing business operations; |
• | the combined company’s plans, expectations, objectives and intentions, as a result of the Merger; |
• | any potential termination of the Merger Agreement; |
• | the future operating results and distribution projections of TCPC, BCIC or, following the Merger, the combined company; |
• | the ability of BCIA to reposition
the portfolio of BCIC or the ability of TCP to reposition the portfolios of TCPC, or, following the Merger, the combined company, and to implement TCP’s future plans with respect to their businesses; |
• | the ability of TCP and BCIA and their affiliates to attract and retain highly talented professionals; |
• | the business prospects of TCPC, BCIC or, following the Merger, the combined company and the prospects of their portfolio companies; |
• | the impact of the investments that TCPC, BCIC or, following the Merger, the combined company
expect to make; |
• | the ability of the portfolio companies of TCPC, BCIC or, following the Merger, the combined company to achieve their objectives; |
• | the expected financings and investments and additional leverage that TCPC, BCIC or, following the Merger, the combined company may seek to incur in the future; |
• | the adequacy of the cash resources and working capital of TCPC, BCIC or, following the Merger, the combined company; |
• | the
timing of cash flows, if any, from the operations of the portfolio companies of TCPC, BCIC or, following the Merger, the combined company; |
• | the risk that stockholder litigation in connection with the Merger may result in significant costs of defense and liability; |
• | changes or potential disruptions in the operations of TCPC, BCIC or, following the Merger, the combined company, the economy, financial markets or political environment, including the impacts of inflation and rising interest rates; |
• | risks associated with possible disruption in the operations of TCPC and BCIC or the economy generally due to terrorism, war or other geopolitical conflict (including Russia’s invasion of Ukraine), natural disasters or public health crises and epidemics; |
• | future changes in laws or regulations (including the interpretation of these laws and regulations by regulatory authorities) and conditions
in TCPC’s and BCIC’s operating areas, particularly with respect to BDCs or RICs; and |
• | other considerations that may be disclosed from time to time in the publicly disseminated documents and filings of TCPC, BCIC or, following the Merger, the combined company. |
| | | As of June 30,
2023 (dollar amounts and share data in thousands, except per share data) | ||||||||||
| | | Actual (unaudited) | | | Actual
(unaudited) | | | Pro forma Adjustments (unaudited) | | | Pro
Forma (unaudited) | |
| | | TCPC | | | BCIC | | | TCPC | ||||
Cash,
cash equivalents and restricted cash | | | $123,129 | | | $12,405 | | | $(3,484)(1) | | | $132,051
|
Investments, at fair value | | | 1,640,558 | | | 595,837 | | | 1,014(2) | | | 2,237,409
|
| | | | | | | | | |||||
Debt
less unamortized debt issuance costs | | | 1,021,132 | | | 283,171 | | | — | | | 1,304,303(3)
|
Net assets | | | 747,592 | | | 314,029 | | | (2,470)(4) | | | 1,059,151
|
Total capitalization | | | $1,768,724 | | | $597,200 | | | $(2,470) | | | $2,363,454
|
| | | | | | | | | |||||
Number
of shares of common stock outstanding | | | 57,767 | | | 75,572 | | | 24,239(4) | | | 82,006
|
NAV per common share | | | $12.94 | | | $4.33 | | | | | $12.92(5) | |
(1) | Pro forma adjustments reflect the combined impact of $2.2 million and $1.3 million of estimated remaining transaction expenses expected to be incurred by TCPC and BCIC, respectively as of September 30, 2023. Transaction expenses of TCPC are capitalized and deferred, while transaction expenses of BCIC are expensed as incurred in accordance with ASC 805. Such transaction expenses are net of the portion of expenses estimated to be borne by the Advisors. |
(2) | Pro forma adjustment reflects the estimated impact of any quoted BCIC investments valued by reference to bid-ask prices being valued at the mid-point of the bid-ask spread
as reported by the pricing vendor or broker, such that the valuation treatment of such investments is consistent with the valuation policies of TCPC. |
(3) | Assumes no redemption of any of the BCIC 2025 Private Placement Notes. |
(4) | Pro forma adjustment reflects the shares of TCPC Common Stock issued to BCIC Stockholders based on an Exchange Ratio of 0.3340 shares of TCPC Common Stock for each share of BCIC Common Stock. For purposes of calculating the Exchange Ratio, the BCIC Actual Net assets was adjusted for the estimated remaining transaction expenses to be incurred by BCIC discussed above in Note (1) and, for the estimated impact of any quoted BCIC investments
valued by reference to bid-ask prices being valued at the mid-point of the bid-ask spread as reported by the pricing vendor or broker discussed above in Note (2). |
(5) | The decrease of $0.02 in pro forma NAV per common share is the result of the net impact of the estimated pro forma adjustments. |
• | By internet; |
• | By touch-tone phone; |
• | By signing, dating and returning the enclosed proxy card or voting instruction form(s) in the postage-paid envelope; or |
• | By participating at the TCPC Special Meeting as described above. |
• | By internet; |
• | By touch-tone phone; |
• | By signing, dating and returning the enclosed proxy card or voting instruction form(s) in the postage-paid envelope; or |
• | By participating at the BCIC Special Meeting as described above. |
• | Failure to Close. The Merger may not be completed or completion may be delayed
for reasons beyond the control of TCPC or BCIC, including an inability to obtain the required TCPC or BCIC Stockholder Approvals. |
• | Management Diversion. It is possible that the attention of management may be diverted during the period prior to completion of the Merger, which may adversely affect TCPC’s business. |
• | Pressure on the Trading Price of TCPC Common Stock. If BCIC Stockholders sell the shares of TCPC Common Stock received in the Merger it could put negative pressure on the trading price of TCPC Common Stock. |
• | Restrictions
on Conduct of Business. The restrictions on the conduct of TCPC’s business prior to completion of the Merger, requiring TCPC to conduct its business only in the ordinary course of business in all material respects, subject to specific limitations, could delay or prevent TCPC from undertaking certain business opportunities that may arise pending completion of the Merger. |
• | Restrictions on Superior Proposals; Termination Fee. The Merger Agreement includes restrictions on the ability of TCPC to solicit proposals for alternative transactions or engage in discussions regarding such proposals, subject to exceptions and termination provisions (as more fully described in the section entitled “Description of the Merger Agreement — Additional Agreements”), which could have the
effect of discouraging such proposals from being made or pursued. In addition, a third party acquiring TCPC may be required to pay a termination fee of approximately $22.4 million to BCIC, which might discourage a potential acquirer that might have an interest in acquiring all or a significant part of TCPC from considering or proposing that acquisition. |
• | Fees Associated with the Merger. Except certain expenses that will be shared with BCIC and expenses incurred by TCPC that will be paid, offset or reimbursed by TCP (up to a certain amount, as described more fully in “Advisor Transaction Expense Sharing”), TCPC will be responsible for the expenses incurred by TCPC in connection with the Merger and the completion of the transactions contemplated by the Merger Agreement, whether
or not the Merger is ultimately consummated. If the Merger is not consummated, the payment, offset or reimbursement of certain transaction expenses by the Advisors will be limited to an aggregate amount of $3 million, rather than $6 million. |
• | Litigation Risk. Mergers of publicly traded companies are frequently the subject of litigation. If any litigation arises in connection with the Merger, even if any plaintiff’s claims are without merit, it could divert management time and resources away from TCPC’s business. |
• |
• | Failure to Close. The Merger may not be completed or completion may be delayed for reasons beyond the control of TCPC or BCIC, including
an inability to obtain the required TCPC or BCIC Stockholder Approval. |
• | Management Diversion. It is possible that the attention of management may be diverted during the period prior to completion of the Merger, which may adversely affect BCIC’s business. |
• | Restrictions on Conduct of Business. The restrictions on the conduct of BCIC’s business prior to completion of the Merger, requiring BCIC to conduct its business only in the ordinary course of business in all material respects, subject to specific limitations, could delay or prevent BCIC from undertaking certain business opportunities that may arise pending completion of the
Merger. |
• | Restrictions on Superior Proposals; Termination Fee. The Merger Agreement includes restrictions on the ability of BCIC to solicit proposals for alternative transactions or engage in discussions regarding such |
• | Fees Associated with the Merger. Except certain expenses that will be shared with TCPC and expenses incurred by BCIC that will be paid, offset or reimbursed by BCIA (up to a certain amount, as described more fully in “Advisor Transaction Expense Sharing”), BCIC will be responsible for the expenses incurred by BCIC in connection with the Merger and the completion of the transactions contemplated by the Merger Agreement, whether or not the Merger is ultimately consummated. If the Merger is not consummated, the payment, offset or reimbursement of certain transaction expenses by the Advisors will be limited to an aggregate amount of $3 million, rather than $6 million. |
• | Litigation
Risk. Mergers of publicly traded companies are frequently the subject of litigation. If any litigation arises in connection with the Merger, even if any plaintiff’s claims are without merit, it could divert management time and resources away from BCIC’s business. |
• |
• | reviewed a draft of the Merger Agreement, received by Houlihan Lokey on September 4, 2023;
|
• | reviewed certain publicly available business and financial information relating to BCIC and TCPC that Houlihan Lokey deemed to be relevant; |
• | reviewed certain information relating to the historical, current and future operations, financial condition and prospects of BCIC and TCPC made available to Houlihan Lokey by BCIA and TCP, including (a) financial projections prepared by the management of the Advisors relating to BCIC (the “BCIC Projections”), (b) financial projections prepared by the management of the Advisors relating to TCPC (the “TCPC Projections”), and (c) solely for illustrative purposes, financial projections prepared by the management of the
Advisors relating to TCPC after giving effect to the Merger (the “Pro Forma TCPC Projections”); |
• | spoke with certain members of the management of the Advisors and certain of its representatives and advisors regarding the respective businesses, operations, financial condition and prospects of BCIC and TCPC, the Merger and related matters; |
• | compared the financial and operating performance of BCIC and TCPC with that of companies with publicly traded equity securities that Houlihan Lokey deemed to be relevant; |
• | considered
the publicly available financial terms of certain transactions that Houlihan Lokey deemed to be relevant; |
• | reviewed the NAV per share of BCIC and the NAV per share of TCPC as of June 30, 2023, prepared and provided to Houlihan Lokey by the Advisors and publicly reported (the “June 30, 2023 NAVs”); |
• | compared the Exchange Ratio, determined on the basis of the June 30, 2023 NAVs, to the relative value reference ranges that Houlihan Lokey believed were indicated by its financial analyses of BCIC and TCPC; |
• | reviewed
the current and historical market prices for certain of TCPC’s and BCIC’s publicly traded equity securities; and |
• | conducted such other financial studies, analyses and inquiries and considered such other information and factors as Houlihan Lokey deemed appropriate. |
• | Net Investment Income Per Share — generally, the amount of the relevant company’s income received from investment assets minus associated investment expenses for a specified period, divided by the number of shares outstanding of such company. |
• | Last Quarter Annualized Dividends Per Share — generally, the annualized amount of the relevant company’s recurring cash distributions (excluding one-time or special dividends) for the most recent calendar quarter, divided by the number of shares outstanding of such company. |
• | Net Asset
Value Per Share — generally, the total value of all assets, less any liabilities, of the relevant company, divided by the number of shares outstanding of such company as of a specified date. |
• | Stock price as a multiple of
estimated Net Investment Income Per Share for the calendar year ending December 31, 2023, or “Price-to-CY 2023E Net Investment Income”; |
• | Stock price as a multiple of estimated Net Investment Income Per Share for the calendar year ending December 31, 2024, or “Price-to-CY 2024E Net Investment Income”; |
• | Last Quarter Annualized Dividend Per Share divided by stock price, or “LQA Dividend Yield”; and |
• | Stock
price as a multiple of Net Asset Value Per Share as of June 30, 2023, or “Price-to-Net Asset Value.” |
• | Bain Capital Specialty Finance, Inc.; |
• | Barings BDC, Inc.; |
• | Carlyle Secured Lending, Inc.; |
• | CION Investment Corporation; |
• | Crescent Capital BDC, Inc.; |
• | MidCap Financial Investment Corporation; and |
• | PennantPark
Floating Rate Capital Ltd. |
| | | Price/ Net
Investment Income Per Share | | | Price/ 6/30/2023 Net Asset Value Per Share | | | LQA
Dividend Yield | ||||
| | | CY 2023E | | | CY
2024E | | ||||||
High | | | 8.1x | | | 8.7x | | | 0.98x | | | 12.2%
|
Mean | | | 7.4x | | | 7.9x | | | 0.87x | | | 10.9%
|
Median | | | 7.5x | | | 7.9x | | | 0.89x | | | 11.2%
|
Low | | | 6.4x | | | 7.3x | | | 0.73x | | | 9.9% |
• | Fidus Investment Corporation; |
• | Gladstone Capital Corporation; |
• | Monroe Capital Corporation; |
• | Portman Ridge Finance Corporation; |
• | Stellus
Capital Investment Corporation; and |
• | WhiteHorse Finance, Inc. |
| | | Price/ Net
Investment Income Per Share | | | Price/ 6/30/2023 Net Asset Value Per Share | | | LQA
Dividend Yield | ||||
| | | CY 2023E | | | CY
2024E | | ||||||
High | | | 8.8x | | | 8.7x | | | 1.09x | | | 14.3%
|
Mean | | | 7.3x | | | 7.7x | | | 0.94x | | | 11.5%
|
Median | | | 7.2x | | | 7.7x | | | 0.97x | | | 11.4%
|
Low | | | 5.8x | | | 6.3x | | | 0.75x | | | 8.5% |
Date Announced | | | Date
Effective | | | Target | | | Acquiror
|
October 2022 | | | March 2023 | | | First
Eagle Alternative Credit BDC | | | Crescent Capital BDC |
September 2022 | | | January 2023 | | | Oaktree
Strategic Income II, Inc. | | | Oaktree Specialty Lending Corp. |
December 2021 | | | April 2022 | | | SLR
Senior Investment Corp. | | | SLR Investment Corp. |
September 2021 | | | February 2022 | | | Sierra
Income Corp. | | | Barings BDC, Inc. |
December 2020 | | | June 2021 | | | Harvest
Capital Credit Corporation | | | Portman Ridge Finance Corporation |
November 2020 | | | June 2021 | | | FS
KKR Capital Corp II | | | FS KKR Capital Corp |
October 2020 | | | March 2021 | | | Oaktree
Strategic Income Corp. | | | Oaktree Strategic Lending Corp. |
August 2020 | | | December 2020 | | | MVC
Capital, Inc. | | | Barings BDC, Inc. |
June 2020 | | | October 2020 | | | Garrison
Capital Inc. | | | Portman Ridge Finance Corporation |
December 2019 | | | October 2020 | | | Goldman
Sachs Middle Market Lending Corp. | | | Goldman Sachs BDC, Inc. |
August 2019 | | | January 2020 | | | Alcentra
Capital Corp. | | | Crescent Capital BDC |
July 2019 | | | December 2019 | | | OHA
Investment Corp. | | | Portman Ridge Finance Corp |
June 2019 | | | December 2019 | | | FS
Investment Corp. II - IV, CCT II | | | Consolidation |
November 2018 | | | September 2019 | | | Golub
Capital Investment Corp. | | | Golub Capital BDC |
August 2018 | | | Terminated | | | Medley
Capital Corp. | | | Sierra Income Corp. |
July 2018 | | | December 2018 | | | Corporate
Capital Trust, Inc. | | | FS Investment Corp |
April 2018 | | | August 2018 | | | Triangle
Capital Corp. | | | Benefit Street Partners / Barings |
May 2017 | | | June 2017 | | | NF
Investment Corp. | | | TCG BDC, Inc. |
September 2016 | | | October 2016 | | | Credit
Suisse Park View | | | CION |
June 2016 | | | November 2016 | | | Full
Circle Capital Corp. | | | MAST Funds / Great Elm Capital |
May 2016 | | | January 2017 | | | American
Capital LTD | | | ARES Capital Corp. |
April 2015 | | | August 2015 | | | MCG
Capital Corp | | | PennantPark Floating Rate Capital |
| | | Transaction
Value/ Net Asset Value(1) | |
High | | | 1.14x |
Mean | | | 1.00x
|
Median | | | 1.00x |
Low | | | 0.82x |
(1) | “Transaction Value” includes consideration paid by the acquiror and, as applicable, the manager. |
• | an execution version of the Merger Agreement, dated as of September 6, 2023; |
• | the audited financial statements and Annual Reports on Form 10-K for the three fiscal years ended December 31, 2022 of BCIC; |
• | the unaudited quarterly financial statements and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023 and June
30, 2023 of BCIC; |
• | the audited financial statements and Annual Reports on Form 10-K for the three fiscal years ended December 31, 2022 of TCPC; |
• | the unaudited quarterly financial statements and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023 and June 30, 2023 of TCPC; |
• | certain other interim reports and other communications of BCIC and TCPC to their respective
stockholders; and |
• | other financial information concerning the respective businesses and operations of BCIC and TCPC furnished to KBW by BCIC and TCPC or which KBW was otherwise directed to use for purposes of its analysis. |
• | the historical and current financial position and results of operations of BCIC and TCPC; |
• | the
assets and liabilities of BCIC and TCPC; |
• | the nature and terms of certain other merger transactions and business combinations in the BDC industry; |
• | a comparison of certain financial and stock market information of BCIC and TCPC with similar information for certain other companies, the securities of which are publicly traded; and |
• | financial and operating forecasts and projections of BCIC and TCPC that were prepared by BCIA management, provided to and discussed with KBW by such management, and used and relied upon by KBW based
on such discussions, at the direction of BCIC and with the consent of the BCIC Special Committee. |
• | the Merger and any related transactions would be completed substantially in accordance with the terms set forth in the Merger Agreement (the final terms of which KBW assumed would not differ in any respect from the execution version of the Merger Agreement reviewed by KBW and referred to above), with no adjustments to the Exchange Ratio and with no other consideration or payments in respect of BCIC Common Stock; |
• | the representations and warranties of each party in the Merger Agreement and in all related documents and instruments referred to in the Merger Agreement were true and correct; |
• | each
party to the Merger Agreement and all related documents would perform all of the covenants and agreements required to be performed by such party under such documents; |
• | there were no factors that would delay or subject to any adverse conditions, any necessary regulatory or governmental approval for the Merger or any related transactions and all conditions to the completion of the Merger and any related transactions would be satisfied without any waivers or modifications to the Merger Agreement or any of the related documents; and |
• | in the course of obtaining the necessary regulatory, contractual, or other consents or approvals for the Merger and any related transactions, no restrictions, including any divestiture requirements, termination or other payments or amendments or modifications, would be imposed that would have a material adverse effect on the future results of operations or financial condition of BCIC, TCPC or the pro forma entity, or the contemplated benefits of the Merger. |
• | the
underlying business decision of BCIC to engage in the Merger or enter into the Merger Agreement; |
• | the relative merits of the Merger as compared to any strategic alternatives that are, have been or may be available to or contemplated by BCIC, the BCIC Special Committee or the BCIC Board; |
• | the fairness of the amount or nature of any compensation to any of BCIC’s officers, directors or employees, or any class of such persons, relative to any compensation to the holders of BCIC Common Stock; |
• | the effect of the Merger or any related
transaction on, or the fairness of the consideration to be received by, holders of any class of securities of BCIC (other than the holders of BCIC Common Stock, solely with respect to the Exchange Ratio (as described in KBW’s opinion) and not relative to the consideration to be received by holders of any other class of securities) or holders of any class of securities of TCPC or any other party to any transaction contemplated by the Merger Agreement; |
• | any fees payable by TCPC to TCP for investment advisory and management services or the reduction of fees resulting from the Fee Waiver Agreement; |
• | any adjustment (as provided in the Merger Agreement) to the Exchange Ratio assumed
for purposes of KBW’s opinion (whether relating to a tax dividend or otherwise); |
• | the actual value of TCPC Common Stock to be issued in connection with the Merger; |
• | the prices, trading range or volume at which TCPC Common Stock would trade following the public announcement or consummation of the Merger; |
• | any advice or opinions provided by any other advisor to any of the parties to the Merger or any other transaction contemplated by the Merger Agreement; or |
• | any legal, regulatory, accounting, tax or similar matters relating to BCIC, TCPC, Merger Sub, any of their respective stockholders, or relating to or arising out of or as a consequence of the Merger or any other related transaction, including whether or not the Merger would qualify as a tax-free reorganization for United States federal income tax purposes. |
Ares Capital Corporation | | | Crescent Capital BDC,
Inc. |
FS KKR Capital Corp. | | | CION Investment Corporation |
Blue Owl Capital Corporation | | | Runway
Growth Finance Corp. |
Blackstone Secured Lending Fund | | | Fidus Investment Corporation |
Golub Capital BDC, Inc. | | | Gladstone
Investment Corporation |
Prospect Capital Corporation | | | PennantPark Investment Corporation |
Sixth Street Specialty Lending, Inc. | | | TriplePoint
Venture Growth BDC Corp. |
Goldman Sachs BDC, Inc. | | | Gladstone Capital Corporation |
Oaktree Specialty Lending Corporation | | | Horizon
Technology Finance Corporation |
New Mountain Finance Corporation | | | Saratoga Investment Corp. |
Bain Capital Specialty Finance, Inc. | | | Stellus
Capital Investment Corporation |
Barings BDC, Inc. | | | WhiteHorse Finance, Inc. |
MidCap Financial Investment Corporation | | | Portman
Ridge Finance Corporation |
SLR Investment Corp. | | | Oxford Square Capital Corp. |
Carlyle Secured Lending, Inc. | | | Monroe
Capital Corporation |
BlackRock TCP Capital Corp. | | | OFS Capital Corporation |
PennantPark Floating Rate Capital Ltd. | | |
| | | BCIC | | | Proposed
Merger | | | Selected Companies | ||||||||||||||||
| | Low | | | 25th
Percentile | | | Median | | | Average | | | 75th
Percentile | | | High | ||||||||
Price / NAV per share | | | 0.83x | | | 0.97x | | | 0.64x | | | 0.87x | | | 0.94x | | | 0.94x | | | 1.02x | | | 1.21x
|
Price / LTM NII | | | 7.7x | | | 9.1x | | | 5.2x | | | 6.9x | | | 7.6x | | | 7.8x | | | 8.3x | | | 11.4x
|
Price / CY2023 NII | | | 7.3x | | | 8.6x | | | 5.5x | | | 6.8x | | | 7.3x | | | 7.5x | | | 8.0x | | | 12.3x
|
Price / CY2024 NII | | | 6.7x | | | 7.9x | | | 5.5x | | | 7.2x | | | 7.7x | | | 7.9x | | | 8.5x | | | 12.5x |
| | | Implied
Value Per Share Ranges of BCIC Common Stock | |
Based on NAV per share of BCIC as of June 30, 2023 | | | $3.75 to $4.42 |
Based
on LTM NII of BCIC for the 12-month period ended June 30, 2023 | | | $3.18 to $3.84 |
Based on CY2023 NII estimate of BCIC provided by BCIA management | | | $3.32
to $3.89 |
Ares Capital Corporation | | | CION
Investment Corporation |
FS KKR Capital Corp. | | | Runway
Growth Finance Corp. |
Blue Owl Capital Corporation | | | Fidus Investment Corporation |
Blackstone Secured Lending Fund | | | Gladstone
Investment Corporation |
Golub Capital BDC, Inc. | | | PennantPark Investment Corporation |
Prospect Capital Corporation | | | TriplePoint
Venture Growth BDC Corp. |
Sixth Street Specialty Lending, Inc. | | | Gladstone Capital Corporation |
Goldman Sachs BDC, Inc. | | | Horizon
Technology Finance Corporation |
Oaktree Specialty Lending Corporation | | | Saratoga Investment Corp. |
New Mountain Finance Corporation | | | Stellus
Capital Investment Corporation |
Bain Capital Specialty Finance, Inc. | | | WhiteHorse Finance, Inc. |
Barings BDC, Inc. | | | BlackRock
Capital Investment Corporation |
MidCap Financial Investment Corporation | | | Portman Ridge Finance Corporation |
SLR Investment Corp. | | | Oxford
Square Capital Corp. |
Carlyle Secured Lending, Inc. | | | Monroe Capital Corporation |
PennantPark Floating Rate Capital Ltd. | | | OFS
Capital Corporation |
Crescent Capital BDC, Inc. | | |
| | | TCPC | | | Selected
Companies | ||||||||||||||||
| | Low | | | 25th Percentile | | | Median | | | Average | | | 75th
Percentile | | | High | |||||
Price / NAV per share | | | 0.97x | | | 0.64x | | | 0.85x | | | 0.94x | | | 0.94x | | | 1.02x | | | 1.21x
|
Price / LTM NII | | | 7.2x | | | 5.2x | | | 6.9x | | | 7.7x | | | 7.8x | | | 8.3x | | | 11.4x
|
Price / CY2023 NII | | | 6.7x | | | 5.5x | | | 6.8x | | | 7.4x | | | 7.5x | | | 8.0x | | | 12.3x
|
Price / CY2024 NII | | | 6.8x | | | 5.5x | | | 7.3x | | | 7.7x | | | 7.9x | | | 8.5x | | | 12.5x |
Acquirer | | | Acquired Company |
Crescent Capital BDC, Inc. | | | First
Eagle Alternative Capital BDC, Inc. |
Oaktree Specialty Lending Corporation | | | Oaktree Strategic Income II, Inc. |
SLR Investment Corp. | | | SLR
Senior Investment Corp. |
Barings BDC Inc. | | | Sierra Income Corporation |
Portman Ridge Finance Corp | | | Harvest
Capital Credit Corp |
FS KKR Capital Corp. | | | FS KKR Capital Corp. II |
Acquirer | | | Acquired
Company |
Oaktree Specialty Lending Corp | | | Oaktree Strategic Income Corp |
Barings BDC, Inc. | | | MVC
Capital, Inc. |
Portman Ridge Finance Corp | | | Garrison Capital |
Goldman Sachs BDC, Inc. | | | Goldman
Sachs Middle Market Lending Corp. |
Crescent Capital BDC, Inc. | | | Alcentra Capital Corp. |
Portman Ridge Finance Corp | | | OHA
Investment Corp |
FS Investment Corporation II | | | FS Investment Corporation III, FS Investment Corporation IV, Corporate Capital Trust II |
East Asset Management, LLC | | | Rand
Capital Corporation |
Golub Capital BDC, Inc. | | | Golub Capital Investment Corporation |
FS Investment Corporation | | | Corporate
Capital Trust, Inc. |
Benefit Street Partners LLC; Barings | | | Triangle Capital Corporation |
TCG BDC, Inc. | | | NF
Investment Corp. |
CĪON Investment Corporation | | | Credit Suisse Park View BDC, Inc. |
MAST Capital Management LLC; Great Elm Capital Group Inc. | | | Full
Circle Capital Corporation |
Ares Capital Corporation | | | American Capital, Ltd. |
PennantPark Floating Rate Capital Ltd. | | | MCG
Capital Corporation |
Saratoga Investment Corp. | | | GSC Investment Corp. |
Ares Capital Corporation | | | Allied
Capital Corporation |
Prospect Capital Corporation | | | Patriot Capital Funding, Inc. |
Highland Credit Strategies Fund | | | Highland
Distressed Opportunities, Inc. |
• | Price to NAV per share of the acquired company; and |
• | Price
to LTM NII of the acquired company |
| | | Proposed
Merger | | | Selected Transactions | ||||||||||||||||
| | Low | | | 25th
Percentile | | | Median | | | Average | | | 75th
Percentile | | | High | |||||
Price / NAV Per Share | | | 0.97x | | | 0.40x | | | 0.72x | | | 0.90x | | | 0.84x | | | 1.00x | | | 1.16x
|
Price / LTM NII | | | 9.1x | | | 2.4x | | | 8.2x | | | 10.4x | | | 10.6x | | | 12.6x | | | 30.2x
|
One Day Market Premium | | | 17.8% | | | (39.9)% | | | (0.7)% | | | 24.4% | | | 22.6% | | | 40.4% | | | 105.2%
|
30 Day Market Premium | | | 16.5% | | | (22.3)% | | | (2.3)% | | | 22.5% | | | 33.2% | | | 41.7% | | | 158.4% |
| | | Implied
Value Per Share Ranges of BCIC Common Stock | |
Based on NAV per share of BCIC as of June 30, 2023 | | | $3.14 to $4.33 |
Based
on LTM NII of BCIC for the 12-month period ended June 30, 2023 | | | $3.77 to $5.81 |
| | | Proposed Transaction | | | Selected
Transactions Involving Affiliates | ||||||||||||||||
| | | Low | | | 25th
Percentile | | | Median | | | Average | | | 75th
Percentile | | | High | ||||
Price / NAV Per Share | | | 0.97x | | | 0.43x | | | 0.78x | | | 0.95x | | | 0.89x | | | 1.02x | | | 1.16x
|
Price / LTM NII | | | 9.1x | | | 2.4x | | | 9.8x | | | 10.5x | | | 10.5x | | | 12.8x | | | 15.3x
|
One Day Market Premium | | | 17.8% | | | (30.3)% | | | (3.5)% | | | (1.5)% | | | (4.4)% | | | 6.7% | | | 11.7%
|
30 Day Market Premium | | | 16.5% | | | (22.3)% | | | (9.0)% | | | (3.8)% | | | (3.3)% | | | 9.4% | | | 16.4% |
| | | Implied Value Per Share Ranges of BCIC Common Stock | |
Based
on June 30, 2023 NAV per share of BCIC | | | $3.36 to $4.40 |
Based on LTM NII of BCIC for the 12-month period ended June 30, 2023 | | | $4.51
to $5.90 |
| | | BCIC
as a % of Total | | | TCPC as a % of Total
| |
Pro Forma Ownership | | | | | ||
Based
on Assumed Exchange Ratio of 0.3343x | | | 29.6% | | | 70.4% |
Balance
Sheet, As Reported | | | | | ||
Total
Assets | | | 25.7% | | | 74.3% |
Investments | | | 26.6% | | | 73.4%
|
Total Debt | | | 21.7% | | | 78.3%
|
Net Asset Value | | | 29.6% | | | 70.4%
|
Income Statement | | | | | ||
LTM
Net Investment Income | | | 25.0% | | | 75.0% |
CY2023E
Net Investment Income(1) | | | 24.8% | | | 75.2% |
CY2024E
Net Investment Income(1) | | | 26.6% | | | 73.4% |
Market
Capitalization | | | | | ||
Pre-Deal Market Capitalization | | | 26.4% | | | 73.6% |
• | the
“BCIC Per Share NAV”, which will be equal to (i) the Closing BCIC Net Asset Value divided by (ii) the number of shares of BCIC Common Stock issued and outstanding as of the Determination Date (excluding any Cancelled Shares); and |
• | the “TCPC Per Share NAV”, which will be equal to (A) the Closing TCPC Net Asset Value divided by (B) the number of shares of TCPC Common Stock issued and outstanding as of the Determination Date. |
• | corporate organization and qualification, including with respect to consolidated subsidiaries; |
• | capitalization;
|
• | power and authority to execute, deliver and perform obligations under the Merger Agreement and the absence of violations of (i) organizational documents, (ii) laws or orders or (iii) permits, contracts or other obligations; |
• | required government filings and consents; |
• | SEC reports; |
• | financial
statements, including the status of internal controls and disclosure controls and procedures; |
• | broker’s fees; |
• | absence of certain changes and actions since December 31, 2022; |
• | compliance with applicable laws, maintenance of appropriate permits and no disqualifications of affiliated persons; |
• | the accuracy and completeness of
information supplied for inclusion in this joint proxy statement/prospectus and the registration statement of which this joint proxy statement/prospectus forms a part; |
• | tax matters; |
• | absence of certain litigation, orders or investigations; |
• | employment and labor matters, including with respect to any employee benefit plans; |
• | material
contracts and certain other types of contracts; |
• | insurance coverage; |
• | intellectual property matters; |
• | environmental matters; |
• | no real property ownership or leases; |
• | investment
assets; |
• | state takeover laws; |
• | solely in the case of BCIC, absence of appraisal rights; |
• | valuation of certain investment assets; and |
• | opinion of its financial advisor. |
• | organization and qualification; |
• | power and authority to execute, deliver and perform obligations under the Merger Agreement and the absence of violations of (i) organizational documents, (ii) laws or orders or (iii) permits, contracts or other obligations; |
• | compliance
with applicable laws and maintenance of appropriate permits; |
• | absence of certain litigation, orders or investigations; |
• | the valuation of investment assets owned by TCPC and BCIC; |
• | the accuracy of information supplied or to be supplied by TCP and BCIA for inclusion in this joint proxy statement/prospectus
and the registration statement of which this joint proxy statement/prospectus forms a part; |
• | the participation in the Merger by TCPC and BCIC and the impact of the Merger on the interests of existing TCPC Stockholders and BCIC Stockholders; |
• | the financial resources of TCP and BCIA; |
• | the representations and warranties made by TCPC and BCIC in the Merger Agreement; and |
• | the
forbearances applicable to TCPC and BCIC set forth in the Merger Agreement. |
• | changes in general economic, social or political conditions or financial markets in general, including the commencement or escalation of a war, armed hostilities or other material international or national calamity or acts of terrorism or earthquakes, hurricanes, other natural disasters or acts of God or pandemics, including COVID-19 (including the impact on economies generally and the results of any actions taken by governmental entities in response thereto); |
• | general
changes or developments in the industries in which such party and its consolidated subsidiaries operate, including general changes in law across such industries; |
• | the announcement of the Merger Agreement or the transactions contemplated thereby or the identities of the parties to the Merger Agreement; |
• | the announcement of the BCIC Revolving Credit Agreement Amendment or the transactions contemplated thereby; and |
• | any failure to meet
internal or published projections or forecasts for any period, or, in the case of BCIC or TCPC, any decline in the price of shares of TCPC Common Stock or BCIC Common Stock, as applicable, on Nasdaq or trading volume of TCPC Common Stock or BCIC Common Stock, as applicable (provided that the underlying cause of such failure or decline will be considered in determining whether there is a material adverse effect). |
• | other
than, in the case of BCIC, pursuant to its dividend reinvestment plan, as in effect as of the date of the Merger Agreement, issue, deliver, sell or grant, or encumber or pledge, or authorize the creation of (i) any shares of its capital stock, (ii) any voting debt or other securities or (iii) any securities convertible into or exercisable or exchangeable for, or any other rights to acquire, any such shares or other securities; |
• | (i) make, authorize, declare, pay or set aside any dividend in respect of, or declare or make any distribution on, any shares of its capital stock, except for (A) the authorization, announcement and payment of regular cash distributions payable on a quarterly basis consistent with past practices and such party’s investment objectives and policies as publicly disclosed, (B) the authorization and
payment of any dividend or distribution necessary for it to maintain its qualification as a RIC or to avoid the imposition of any income or excise tax, as reasonably determined by BCIC or TCPC, as applicable, including to the extent BCIC or TCPC, as applicable, reasonably determines to declare any such dividends or distributions prior to its fiscal year end, (C) dividends payable by any of its direct or indirect wholly-owned consolidated subsidiaries to TCPC or BCIC, as applicable, or another direct or indirect wholly-owned consolidated subsidiary or (D), in the case of BCIC, the authorization and payment of any dividend or distribution necessary for such party to maintain its qualification as a RIC or to avoid the imposition of any income or excise tax, as reasonably determined by such party; (ii) adjust, split, combine, reclassify or take similar action with respect to any of
its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock; or (iii) purchase, redeem or otherwise acquire, any shares of its capital stock or any rights, warrants or options to acquire, or securities convertible into, such capital stock; |
• | sell, transfer, lease, mortgage, encumber or otherwise dispose of any of its assets or properties, except for (i) sales, transfers, leases, mortgages, encumbrances or other dispositions in the ordinary course of business consistent with past practices and such party’s investment objectives and policies as publicly disclosed, or (ii) encumbrances required to secure permitted indebtedness of it or any of its consolidated subsidiaries
outstanding as of the date of the Merger Agreement pursuant to the terms of such permitted indebtedness as in effect as of the date of the Merger Agreement; |
• | except for the Merger, acquire or agree to acquire all or any portion of the assets, business or properties of any other person or entity, whether by merger, consolidation, purchase or otherwise or make any other investments, except in a transaction conducted in the ordinary course of business consistent with past practices and such party’s investment objectives and policies as publicly disclosed; |
• | amend any of its governing documents or similar governing documents of any of its consolidated subsidiaries;
|
• | implement or adopt any material change in its tax or financial accounting principles, practices or methods, other than as required by applicable law, GAAP, the SEC or applicable regulatory requirements; |
• | hire any employees or establish, become a party to or commit to adopt any employee benefit plan or arrangement; |
• | take any action or knowingly fail to take any action that would, or would reasonably be expected to materially delay or materially impede the ability of the parties to consummate the transactions contemplated by the Merger Agreement; |
• | take
any action, or knowingly fail to take any action, that is reasonably likely to prevent the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; |
• | incur any indebtedness for borrowed money or guarantee any indebtedness of another person or entity, except for drawdowns with respect to any previously disclosed financing arrangements and obligations to fund commitments to portfolio companies entered into in the ordinary course of business and other permitted indebtedness; |
• | make or agree to make any new capital expenditure, except for obligations to fund commitments to portfolio companies or investments in new portfolio companies,
in each case, entered into in the ordinary course of business consistent with past practices and such party’s investment objectives and policies as publicly disclosed; |
• | (i) file or amend any material tax return other than in the ordinary course of business and consistent with past practice; (ii) make, change or revoke any material tax election; or (iii) settle or compromise any material tax liability or refund; |
• | take any action, or knowingly fail to take any action, which action or failure to act is reasonably likely to cause it to fail to qualify or not be subject to taxation as a RIC; |
• | enter
into any new line of business (except for any new or existing portfolio companies in which it or any of its subsidiaries has made or will make a debt or equity investment that is in the ordinary course of business consistent with past practices and such party’s investment objectives and policies as publicly disclosed and is, would or should be reflected in the schedule of investments included in its quarterly or annual periodic reports that are filed with the SEC); |
• | other than (i) the BCIC Revolving Credit Agreement Amendment or (ii) in the ordinary course of business consistent with past practices and such party’s investment objectives and policies as publicly disclosed, enter into any material
contract; |
• | other than (i) in connection with the BCIC Revolving Credit Agreement Amendment or (ii) in the ordinary course of business consistent with past practices and such party’s investment objectives and policies as publicly disclosed, terminate, cancel, renew or agree to any material amendment of, change in or waiver under any material contract (other than material contracts related to permitted indebtedness); |
• | settle any proceeding against it, except for proceedings that (i) are settled
in the ordinary course of business consistent with past practice and its investment objectives and policies as publicly disclosed, in an amount not in excess of $250,000 in the aggregate (after reduction by any insurance proceeds actually received), (ii) would not impose any material restriction on the conduct of business of it or any of its consolidated subsidiaries or, after the Effective Time, TCPC, in the case of BCIC, the surviving company or any of their consolidated subsidiaries, and (iii) would not admit liability, guilt or fault; |
• | pay, discharge or satisfy any indebtedness for borrowed money, other than the payment, discharge or
satisfaction required pursuant to the terms of outstanding debt of such party or its consolidated subsidiaries as in effect as of the date of the Merger Agreement or cancel any material indebtedness; |
• | except for the Merger, merge or consolidate TCPC or BCIC, as applicable, or any of its consolidated subsidiaries with any person or entity or enter into any other similar extraordinary corporate transaction with any person or entity, or adopt, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of it or any of its consolidated subsidiaries;
or |
• | agree to take, make any commitment to take, or adopt any resolutions of its board of directors authorizing, any of the foregoing actions. |
• | “Takeover Proposal” means any inquiry, proposal, discussions, negotiations or offer from any person or group of persons (other than TCPC or BCIC
or any of their respective affiliates) (a) with respect to a merger, consolidation, tender offer, exchange offer, stock acquisition, asset acquisition, share exchange, business combination, recapitalization, liquidation, dissolution, joint venture or similar transaction involving BCIC or TCPC, as applicable, or any of such party’s consolidated subsidiaries or (b) relating to any direct or indirect acquisition, in one transaction or a series of transactions, of (i) assets or businesses (including any mortgage, pledge or similar disposition thereof but excluding any bona fide financing transaction) that constitute or represent, or would constitute or represent if such transaction is consummated, 25% or more of the total assets, net revenue or net income of BCIC or TCPC, as applicable, and its respective consolidated subsidiaries,
taken as a whole, or (ii) 25% or more of the outstanding shares of capital stock of, or other equity or voting interests in, BCIC or TCPC, as applicable, or in any of its consolidated subsidiaries, in each case other than the Merger and the other transactions contemplated by the Merger Agreement. |
• | “BCIC Superior Proposal” means a bona fide written Takeover Proposal that was not knowingly solicited by, or the result of any knowing solicitation by, BCIC or any of its consolidated subsidiaries or by any of their respective affiliates or representatives in violation of the Merger Agreement, made by a third party that would result in such
third party becoming the beneficial owner, directly or indirectly, of more than 75% of the total voting power of BCIC or more than 75% of the assets of BCIC on a consolidated basis (a) on terms which the BCIC Board determines in good faith to be superior for BCIC Stockholders (in their capacity as stockholders), taken as a group, from a financial point of view as compared to the Merger (after giving effect to the payment of the BCIC termination fee contemplated by the Merger Agreement and any alternative proposed by TCPC), (b) that is reasonably likely to be consummated (taking into account, among other things, all legal, financial, regulatory and other aspects of the proposal, including any conditions, and the identity of the offeror) in a timely manner and in accordance with its terms and (c) in respect of which any required financing has been determined in good faith by the BCIC Board (upon the recommendation of the BCIC Special Committee) to be reasonably likely
to be obtained, as evidenced by a written commitment of a reputable financing source. |
• | “TCPC Superior Proposal” means a bona fide written Takeover Proposal that was not knowingly solicited by, or the result of any knowing solicitation by, TCPC or any of its consolidated subsidiaries or by any of their respective affiliates or representatives in violation of the Merger Agreement, made by a third party that would result in such third party becoming the beneficial owner, directly or indirectly, of more than 75% of the total voting power of TCPC or more than 75% of the assets of TCPC on a consolidated basis (a) on terms which the TCPC Board determines in good faith to be superior for TCPC Stockholders (in their capacity as stockholders),
taken as a group, from a financial point of view as compared to the Merger (after giving effect to the payment of the TCPC termination fee contemplated by the Merger Agreement and any alternative proposed by BCIC), (b) that is reasonably likely to be consummated (taking into account, among other things, all legal, financial, regulatory and other aspects of the proposal, including any conditions, and the identity of the offeror) in a timely manner and in accordance with its terms and (c) in respect of which any required financing has been determined in good faith by the TCPC Board (upon the recommendation of the TCPC Special Committee) to be reasonably likely to be obtained, as evidenced by a written commitment of a reputable financing source. |
• | “Intervening Event” means with respect to any party any event, change
or development first occurring or arising after the date of the Merger Agreement that is material to, as applicable, TCPC and its consolidated subsidiaries, taken as a whole, or BCIC and its consolidated subsidiaries, taken as whole, that (i) was not known to, or reasonably foreseeable by, the party’s board of directors, as of or prior to the date of the Merger Agreement and (ii) did not result from or arise out of the announcement or pendency of, or any actions required to be taken by such party (or to be refrained from being taken by such party) pursuant to, the Merger Agreement; provided, however, that in no event will the following events, circumstances, or changes in circumstances constitute an Intervening Event: (a) the receipt, existence, or terms of a Takeover Proposal or any matter
relating thereto or consequence thereof or any inquiry, proposal, offer, or transaction from any third party relating to or in connection with a transaction of the nature described in the definition |
• | the required approvals of TCPC Stockholders and BCIC Stockholders, including, with respect to TCPC, the TCPC Stock Issuance Proposal and, with respect to BCIC, the BCIC Merger Proposal, are obtained at their respective stockholder meetings; |
• | the shares of TCPC Common Stock to be issued in connection with the Merger have been authorized for listing on Nasdaq, subject to official notice of issuance; |
• | the
registration statement, of which this joint proxy statement/prospectus forms a part, has become effective and no stop order suspending its effectiveness has been issued and no proceedings for that purpose have been initiated by the SEC, and any necessary state securities or “blue sky” authorizations have been received; |
• | no order issued by any court or agency of competent jurisdiction or other law preventing, enjoining, restraining or making illegal the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement is in effect; |
• | all regulatory approvals required by applicable law to consummate the transactions contemplated by the
Merger Agreement have been obtained and remain in full force and effect and all statutory waiting periods |
• | no proceeding by any governmental entity of competent jurisdiction is pending that challenges the Merger
or any of the other transactions contemplated by the Merger Agreement or that otherwise seeks to prevent, enjoin, restrain or make illegal the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement; |
• | the determination of both the Closing TCPC Net Asset Value and the Closing BCIC Net Asset Value has been completed in accordance with the Merger Agreement; |
• | each of the documents and the instruments referred to in the Merger Agreement (including the Fee Waiver Agreement and the Amended TCPC Investment Advisory Agreement) other than the BCIC Revolving Credit Agreement and the BCIC Revolving Credit Agreement Amendment (which are addressed
below) are in full force and effect; and |
• | the “Extension Amendments Effective Date” (as defined in the BCIC Revolving Credit Agreement Amendment) has occurred and the BCIC Revolving Credit Agreement Amendment is otherwise in full force and effect at the time of (and immediately after giving effect to) the closing of the Merger. As of the time of the filing of this joint proxy statement/prospectus, the “Extension Amendments Effective Date” (as defined in the BCIC Revolving Credit Agreement Amendment) already occurred on the date of the Merger Agreement and the BCIC Revolving Credit Agreement Amendment is otherwise in full force and effect. The BCIC Revolving Credit Agreement Amendment, effective as of the Extension Amendments Effective Date, among other things, (i) extends the revolving commitments termination
date and the maturity date under the BCIC Revolving Credit Agreement, (ii) reduces pricing under the BCIC Revolving Credit Agreement and (iii) permits the Merger. |
• | the representations and warranties of BCIC pertaining to: |
(1) | the
capitalization of BCIC are true and correct in all respects (other than de minimis inaccuracies) as of the date of the Merger Agreement and as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty is true and correct as of such earlier date); |
(2) | absence of events that would, individually or in the aggregate, reasonably be expected to have a material adverse effect with respect to BCIC are true and correct in all respects as of the date of the Merger Agreement and as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty is true and correct as of such earlier date);
|
(3) | authority, no violation, brokers, appraisal rights and valuation of investments are true and correct in all material respects as of the date of the Merger Agreement and as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty is true and correct as of such earlier date); and |
(4) | all other representations contained in the Merger Agreement are true and correct, without giving effect to any materiality or material adverse effect qualifications stated therein, as of the date of the Merger Agreement and as of the Closing Date (except to the extent that
any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty is true and correct as of such earlier date); provided that this condition will be deemed satisfied even if any such representations and warranties of BCIC are not so true and correct, unless the failure of such representations and warranties to be so true and correct, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect with respect to BCIC; and TCPC has received a certificate signed on behalf of BCIC by the Chief Executive Officer or Chief Financial Officer of BCIC to such effect; |
• | the representations and warranties of TCP are true and correct, without giving effect to any materiality or material adverse effect qualifications stated therein, as of the date of the Merger Agreement and as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty is true and correct as of such earlier date); provided that this condition will be deemed satisfied even if any such representations and warranties of TCP
are not so true and correct, without regard to any material adverse effect or other materiality qualification to such representations and warranties, unless the failure of such representations and warranties of TCP to be so true and correct, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect with respect to TCPC; and TCPC has received a certificate signed on behalf of TCP by an authorized officer of TCP to the effect that such conditions have been satisfied; |
• | BCIC has performed in all material respects all obligations required to be performed by it under the Merger Agreement at or prior to the Effective Time, and TCPC has received a certificate signed on behalf of BCIC by the Chief Executive Officer or Chief Financial Officer of BCIC to such effect; |
• | since
the date of the Merger Agreement, there has not occurred any condition, change or event that, individually or in the aggregate, has had, or would reasonably be expected to have, a material adverse effect in respect of BCIC; and |
• | TCPC has received the opinion of Skadden (or, if Skadden is unable or unwilling to render such an opinion, the written opinion of another nationally recognized counsel as may be reasonably acceptable to TCPC) substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion that are consistent with the state of facts existing at the Closing Date, the Merger will be treated as a reorganization within the meaning of Section 368(a) of the Code. In rendering such opinion, tax counsel may rely upon the tax representation letters provided by TCPC and BCIC.
|
• | the representations and warranties of TCPC and Merger Sub pertaining to: |
(1) | the capitalization of TCPC are true
and correct in all respects (other than de minimis inaccuracies) as of the date of the Merger Agreement and as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty is true and correct as of such earlier date); |
(2) | absence of events that would, individually or in the aggregate, reasonably be expected to have a material adverse effect with respect to TCPC are true and correct in all respects as of the date of the Merger Agreement and as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty is true and correct as of such earlier date); |
(3) | authority,
no violation and brokers are true and correct in all material respects as of the date of the Merger Agreement and as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty is true and correct as of such earlier date); and |
(4) | all other representations contained in the Merger Agreement are true and correct, without giving effect to any materiality or material adverse effect qualifications stated therein, as of the date of the Merger Agreement and as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty is true and correct as of such earlier date); provided that this condition will be deemed
satisfied even if any such representations and warranties of TCPC and Merger Sub are not so true and correct, unless the failure of such representations and warranties to be so true and correct, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect with respect to TCPC; and BCIC has received a certificate signed on behalf of TCPC by the Chief Executive Officer or Chief Financial Officer of TCPC and Merger Sub to such effect; |
• | the representations and warranties of BCIA are true and correct, without giving effect to any materiality or material adverse effect qualifications stated therein, as of the date of the Merger Agreement and as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty is true and correct as of such earlier date); provided that this condition will be deemed satisfied even if any such representations and warranties of BCIA
are not so true and correct, without regard to any material adverse effect or other materiality qualification to such representations and warranties, unless the failure of such representations and warranties of BCIA to be so true and correct, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect with respect to BCIC; and BCIC has received a certificate signed on behalf of BCIA by an authorized officer of BCIA to the effect that such conditions have been satisfied; |
• | each of TCPC and Merger Sub has performed in all material respects all obligations required to be performed by it under the Merger Agreement at or prior to the Effective Time, and BCIC has received a certificate signed on behalf of TCPC and Merger Sub by the Chief Executive Officer or Chief Financial Officer
of TCPC to such effect; |
• | since the date of the Merger Agreement, there has not occurred any condition, change or event that, individually or in the aggregate, has had or would reasonably be expected to have, a material adverse effect in respect of TCPC; and |
• | BCIC has received the opinion of Skadden (or if Skadden is unable or unwilling to render such an opinion, the written opinion of another nationally recognized counsel as may be reasonably acceptable to BCIC) substantially to the effect that, on the basis of facts, representations and assumptions set forth in such opinion that are consistent with the state of facts existing at the Closing Date, the Merger will be treated
as a reorganization within the meaning of Section 368(a) of the Code. In rendering such opinion, tax counsel may rely upon the tax representation letters provided by TCPC and BCIC. |
• | by mutual consent of BCIC and TCPC by each of the BCIC Board (upon the recommendation of the BCIC Special Committee) and TCPC Board (upon the recommendation of the TCPC Special Committee); |
• | by
either BCIC (acting upon the recommendation of the BCIC Special Committee) or TCPC (acting upon the recommendation of the TCPC Special Committee), if: |
• | any governmental entity that is required to grant a regulatory approval has denied approval of the transactions contemplated by the Merger Agreement (including the Merger) and such denial has become final and nonappealable, or any such governmental entity of competent jurisdiction takes any final and non-appealable action that permanently restrains, enjoins or prohibits the transactions contemplated by the Merger Agreement; |
• | the Merger has not been completed on or before August
31, 2024 (the “Termination Date”); provided that the right to terminate the Merger Agreement on this basis will not be available to any party whose breach of any provision of the Merger Agreement results in the failure of the Merger to be consummated prior to the Termination Date; |
• | the requisite BCIC Stockholder Approval, including approval of the BCIC Merger Proposal, is not obtained; or |
• | the requisite TCPC Stockholder Approval, including approval of the TCPC Stock Issuance Proposal, is not obtained; provided, however, that the right to terminate the Merger Agreement pursuant to any of the foregoing will not be available to any party that has breached in any material respect its obligations in any manner that has been the principal cause of or resulted in the failure to consummate the transactions contemplated by the Merger Agreement; |
• | by
BCIC (acting upon the recommendation of the BCIC Special Committee), if: |
• | TCPC or Merger Sub breaches any of their respective representations, warranties and covenants under the Merger Agreement, which breach, either individually or in the aggregate, would result in, if occurring or continuing on the Closing Date, the failure of certain BCIC closing conditions, and such breach is not curable prior to the Termination Date or if curable prior to the Termination Date, has not been cured within thirty (30) days after the giving of notice thereof by BCIC to TCPC (provided that BCIC is not then in material breach so as to result in the failure of certain TCPC closing conditions); |
• | at
any time prior to obtaining approval of the TCPC Stock Issuance Proposal by TCPC Stockholders (A) a TCPC Adverse Recommendation Change and/or a Takeover Approval occurs, (B) TCPC fails to include in this joint proxy statement/prospectus the TCPC Board’s recommendation that TCPC Stockholders vote in favor of the TCPC Stock Issuance Proposal, (C) a Takeover Proposal is publicly announced and TCPC fails to issue, within ten (10) business days after such Takeover Proposal is announced, a press release that reaffirms the recommendation of the TCPC Board that TCPC Stockholders vote in favor of the TCPC Stock Issuance Proposal or (D) a tender or exchange offer relating to any shares of TCPC Common Stock has been commenced by a third party and TCPC does not send to TCPC Stockholders, within ten (10) business days after the commencement of such tender or exchange offer, a statement disclosing
that the TCPC Board recommends rejection of such tender or exchange offer (the events described in this paragraph, an “Adverse TCPC Termination Event”); |
• | TCPC breaches, in any material respect, its obligations relating to the solicitation and administration of Takeover Proposals from third parties; or |
• | prior to obtaining approval of the BCIC Merger Proposal by BCIC Stockholders, (A) BCIC is not in material breach of any of the terms of the Merger Agreement, (B) the BCIC Board, upon the recommendation of the BCIC Special Committee, authorizes BCIC, subject to compliance with the terms of the Merger Agreement, to enter into, and BCIC enters into, a definitive contract
with respect to a BCIC Superior Proposal and (C) the third party that made such BCIC Superior Proposal, prior to such termination, pays to TCPC in immediately available funds any fees required to be paid pursuant to the Merger Agreement (described below); and |
• | by TCPC (acting upon the recommendation of the TCPC Special Committee), if: |
• | BCIC breaches or any of its representations, warranties and covenants under the Merger Agreement, which breach, either individually or in the aggregate, would result in, if occurring or continuing on the Closing Date, the failure of certain TCPC closing conditions, and such breach is not curable prior to the Termination Date or if curable
prior to the Termination Date, has not been cured within thirty (30) days after the giving of notice thereof by TCPC to BCIC (provided that TCPC is not then in material breach so as to result in the failure of certain BCIC closing conditions); |
• | at any time prior to obtaining approval of the BCIC Merger Proposal by BCIC Stockholders (A) a BCIC Adverse Recommendation Change and/or a Takeover Approval occurs, (B) BCIC fails to include in this joint proxy statement/prospectus the BCIC Board’s recommendation that BCIC Stockholders vote in favor of the BCIC Merger Proposal, including the Merger and the other transactions contemplated by the Merger Agreement, (C) a Takeover Proposal is publicly announced and BCIC fails to issue, within ten (10) business days after such Takeover Proposal is announced, a press
release that reaffirms the recommendation of the BCIC Board that BCIC Stockholders vote in favor of the BCIC Merger Proposal, including the Merger and the other transactions contemplated by the Merger Agreement, or (D) a tender or exchange offer relating to any shares of BCIC Common Stock has been commenced by a third party and BCIC does not send to BCIC Stockholders, within |
• | BCIC breaches, in any material respect, its obligations relating to the solicitation and administration of Takeover Proposals
from third parties; or |
• | prior to obtaining approval of the TCPC Stock Issuance Proposal by TCPC Stockholders, (A) TCPC is not in material breach of any of the terms of the Merger Agreement, (B) the TCPC Board, upon the recommendation of the TCPC Special Committee, authorizes TCPC, subject to compliance with the terms of the Merger Agreement, to enter into, and TCPC enters into, a definitive contract with respect to a TCPC Superior Proposal and (C) the third party that made such TCPC Superior Proposal, prior to such termination, pays to BCIC in immediately available funds any fees required to be paid pursuant to the Merger Agreement (described below). |
• | tax-exempt organizations or governmental organizations; |
• | insurance
companies; |
• | partnerships or other entities or arrangements treated as partnerships for U.S. federal income tax purposes (and investors therein); |
• | stockholders who hold their shares as part of a straddle or hedging or conversion transaction; |
• | stockholders who purchase or sell shares as part of a wash sale; |
• | brokers, dealers or traders in securities; |
• | traders
in securities that elect to use a mark-to-market method of accounting for securities holdings; |
• | pension plans and trusts; |
• | tax-qualified retirement plans; |
• | real estate investment trusts; |
• | other RICs; |
• | banks, insurance companies
and other financial institutions; |
• | stockholders who own, actually or constructively, more than 5% of the stock of BCIC or TCPC; |
• | stockholders that are required to include income at the time such income is taken into account under an applicable financial statement under Section 451(b); |
• | U.S. stockholders whose functional currency is not the U.S. dollar; |
• | non-U.S. stockholders
engaged in a trade or business in the United States; |
• | nonresident alien individuals who are present in the United States for 183 days or more in a taxable year; |
• | persons who have ceased to be U.S. citizens or to be taxed as residents of the United States; or |
• | “controlled foreign corporations,” “passive foreign investment companies,” and corporations that accumulate earnings to avoid U.S. federal income tax. |
(1) | an individual who is a citizen or resident of the United States; |
(2) | a
corporation, or an entity treated as a corporation, created or organized in or under the laws of the United States, any state thereof, or the District of Columbia; |
(3) | a trust if (a) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code) have the authority to control all substantial decisions of the trust or (b) such trust has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person; or |
(4) | an estate, the income of which is subject to U.S. federal income tax
on its income regardless of its source. |
(1) | at least 98% of its 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 its capital gains exceed its 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 TCPC to use its taxable year); and |
(3) | certain undistributed amounts from previous years on which TCPC paid no U.S. federal income tax. |
| | | | | Sale
Price | | | Premium (Discount) of High Sales Price to
NAV(3) | | | Premium (Discount) of Low Sales Price
to NAV(3) | | | Cash Distribution per Share | |||||
| | | NAV(1) | | | High(2) | | | Low(2) | | |||||||||
Fiscal
Year ending December 31, 2023 | | | | | | | | | | | | | ||||||
First
quarter | | | $ 13.00 | | | $ 13.37 | | | $9.73 | | | 2.8% | | | (25.2)% | | | $ 0.32
|
Second quarter | | | $12.94 | | | $11.42 | | | $9.76 | | | (11.7)% | | | (24.6)% | | | $0.34
|
Third quarter | | | * | | | $12.89 | | | $11.00 | | | * | | | * | | | $0.44(4)
|
Fourth quarter (through October 4, 2023) | | | * | | | $11.17 | | | $11.01 | | | * | | | * | | | *
|
Fiscal Year ended December 31, 2022 | | | | | | | | | | | | | ||||||
First
quarter | | | $14.27 | | | $14.30 | | | $13.10 | | | 0.2% | | | (8.2)% | | | $0.30
|
Second quarter | | | $13.97 | | | $14.36 | | | $11.87 | | | 2.8% | | | (15.0)% | | | $0.30
|
Third quarter | | | $14.12 | | | $14.28 | | | $10.92 | | | 1.1% | | | (22.7)% | | | $0.30
|
Fourth quarter | | | $12.93 | | | $13.54 | | | $10.84 | | | 4.7% | | | (16.2)% | | | $0.37
|
Fiscal Year ended December 31, 2021 | | | | | | | | | | | | | ||||||
First
quarter | | | $13.56 | | | $14.89 | | | $11.13 | | | 9.8% | | | (17.9)% | | | $0.30
|
Second quarter | | | $14.21 | | | $14.97 | | | $13.74 | | | 5.3% | | | (3.3)% | | | $0.30
|
Third quarter | | | $14.09 | | | $14.39 | | | $13.36 | | | 2.1% | | | (5.2)% | | | $0.30
|
Fourth quarter | | | $14.36 | | | $14.36 | | | $ 13.18 | | | 0.0% | | | (8.2)% | | | $0.30 |
* | Not determinable at the time of filing. |
(1) | NAV per share is determined as of the last day in the relevant quarter and therefore may not reflect the NAV per share on the date of the high and low sales prices. The NAVs shown are based on outstanding shares at the end of each period. |
(2) | The High/Low Stock Price is calculated as of the closing price on a given day in the applicable quarter. |
(3) | Calculated
as the respective High/Low Stock Price minus the quarter end NAV, divided by the quarter end NAV. |
(4) | Amount includes a $0.10 special dividend. |
| | | | | Sale
Price | | | Premium (Discount) of High Sales Price to
NAV(3) | | | Premium (Discount) of Low Sales Price
to NAV(3) | | | Cash Distribution per Share | |||||
| | | NAV(1) | | | High(2) | | | Low(2) | | |||||||||
Fiscal
Year ending December 31, 2023 | | | | | | | | | | | | | ||||||
First
quarter | | | $ 4.41 | | | $ 3.81 | | | $ 3.30 | | | (14)% | | | (25)% | | | $ 0.10
|
Second quarter | | | $ 4.33 | | | $ 3.59 | | | $ 3.05 | | | (17)% | | | (30)% | | | $ 0.10
|
Third quarter | | | * | | | $ 3.89 | | | $ 3.32 | | | * | | | * | | | $ 0.10
|
Fourth quarter (through October 4, 2023) | | | * | | | $ 3.53 | | | $ 3.44 | | | * | | | * | | | *
|
Fiscal Year ended December 31, 2022 | | | | | | | | | | | | | ||||||
First
quarter | | | $ 4.70 | | | $ 4.25 | | | $ 4.00 | | | (10.0)% | | | (15.0)% | | | $ 0.10
|
Second quarter | | | $ 4.57 | | | $ 4.34 | | | $ 3.46 | | | (5.0)% | | | (24.0)% | | | $ 0.10
|
Third quarter | | | $ 4.56 | | | $ 4.02 | | | $ 3.38 | | | (12.0)% | | | (26.0)% | | | $ 0.10
|
Fourth quarter | | | $ 4.39 | | | $ 3.90 | | | $ 3.42 | | | (11.0)% | | | (22.0)% | | | $ 0.10
|
Fiscal Year ended December 31, 2021 | | | | | | | | | | | | | ||||||
First
quarter | | | $ 4.35 | | | $ 3.68 | | | $ 2.65 | | | (15.0)% | | | (39.0)% | | | $ 0.10
|
Second quarter | | | $ 4.68 | | | $ 4.43 | | | $ 3.48 | | | (5.0)% | | | (26.0)% | | | $ 0.10
|
Third quarter | | | $ 4.74 | | | $ 4.24 | | | $ 3.81 | | | (11.0)% | | | (20.0)% | | | $ 0.10
|
Fourth quarter | | | $ 4.73 | | | $ 4.35 | | | $ 3.80 | | | (8.0)% | | | (20.0)% | | | $ 0.10 |
* | Not determinable at the time of filing. |
(1) | NAV per share is determined as of the last day in the relevant quarter and therefore may not reflect the NAV per share on the date of the high and low sales prices. The NAVs shown are based on outstanding shares at the end of each period. |
(2) | The High/Low Stock Price is calculated as of the closing price on a given day in the applicable quarter. |
(3) | Calculated
as the respective High/Low Stock Price minus the quarter end NAV, divided by the quarter end NAV. |
Name, Address, and
Age | | | Term of Office; Length of Time Served | | | Principal
Occupation(s) During the Past Five Years | | | Number of Portfolios in
the Fund Complex Overseen by the Director or Nominee for Director | | | Other Directorships
Held by Director or Nominee for Director During the Past Five Years* |
Interested
Director | | | | | | | | | ||||
2951 28th Street, Suite 1000, Santa Monica, California 90405 Year
of birth: 1971 | | | 2024; 2013 to present (Director; Chair of the Board since 2021); 2021 to present (Chief Executive Officer); 2012 to 2021 (President); 2013 to 2021 (Chief Operating Officer) | | | In
2012, Mr. Vig became President of TCPC. In 2013, Mr. Vig became a Director and the Chief Operating Officer of TCPC. In 2021, Mr. Vig became the Chief Executive Officer and Chair of the Board of Directors. From 2022 to present, Mr. Vig has been Chair of the Board of Trustees and Chief Executive Officer of BlackRock Private Credit Fund. Mr. Vig is also as an executive officer of other consolidated funds managed by TCP. Since 2011, Mr. Vig has been a Managing Partner of TCP. From 2009 to 2010, he was a Partner of TCP. From 2006 to 2008, he was a Managing Director of TCP. He has served on the board of 36th Street Capital since 2015 and Edmentum since 2016, and on the Board of Trustees and was the Finance Committee Chair for Connecticut College from 2020 until mid-year 2023. | | | 2
BDCs consisting of 2 Portfolios | | | None. |
Independent Directors | | | | | | | | | ||||
2951 28th Street, Suite 1000, Year of birth: 1957 | | | 2024;
2011 to present | | | From 2011 to present, Mr. Draut has been a Director, Chair or a member of TCPC’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 | | | 3
BDCs consisting of 3 Portfolios | | | None. |
Name, Address, and Age | | | Term
of Office; Length of Time Served | | | Principal Occupation(s) During the Past
Five Years | | | Number of Portfolios in the Fund Complex Overseen
by the Director or Nominee for Director | | | Other Directorships
Held by Director or Nominee for Director During the Past Five Years* |
| | | | | Private
Credit Fund. In 2021, Mr. Draut was appointed the Lead Independent Director. Since August 2022, Mr. Draut has served as a trustee of the ELCA Foundation. In February 2015, Mr. Draut was appointed to the Board of Thrivent Financial for Lutherans, a registered investment adviser and Fortune 500 Company, and is the Chair of the Audit Committee and serves on the Governance Committee of the Board. 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. 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. | | | | | ||||
| | | | | | | | | |||||
Karen
L. Leets 2951 28th Street, Suite 1000, Year of birth: 1956 | | | 2024;
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 2022 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. She holds a CPA license in the State of Illinois. | | | 2 BDCs consisting of 2 Portfolios | | | None.
|
| | | | | | | | |
Name, Address, and Age | | | Term
of Office; Length of Time Served | | | Principal Occupation(s) During the Past
Five Years | | | Number of Portfolios in the Fund Complex Overseen
by the Director or Nominee for Director | | | Other Directorships
Held by Director or Nominee for Director During the Past Five Years* |
Andrea
L. Petro 2951 28th Street, Suite 1000, Year of birth: 1952 | | | 2024;
August 4, 2020 to present | | | 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 2022 to present, Ms. Petro has served as a Trustee of BlackRock Private Credit Fund. From July 2020 to present, Ms. Petro has 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 and as a member of the board of directors of the Secured Finance Network (formerly known as the Commercial Finance Association (“CFA”)). She also served as the President of the CFA from 2016 to 2017 and previously served as a member of the Secured Finance Foundation board of directors from 2019 to 2022. | | | 2
BDCs consisting of 2 Portfolios | | | None. |
| | | | | | | | |
Name, Address, and Age | | | Term
of Office; Length of Time Served | | | Principal Occupation(s) During the Past
Five Years | | | Number of Portfolios in the Fund Complex Overseen
by the Director or Nominee for Director | | | Other Directorships
Held by Director or Nominee for Director During the Past Five Years* |
2951 28th Street, Suite 1000, Santa Monica, California 90405 Year
of birth: 1947 | | | 2024; 2016 to present | | | From
2016 to present, Mr. Reiss has been a Director, Chair or Member of the Audit Committee, Governance and Compensation Committee and Joint Transactions Committee Member. From 2020 to present, Mr. Reiss has been a Director of BlackRock Direct Lending Corp. Mr. Reiss currently serves as an independent director of both Woodbridge Wind-Down Entity LLC, and its parent, Woodbridge Liquidation Trust, on which he is also the Chair of the Audit Committee. Mr. Reiss serves as an independent director of Peer Street Inc, and Amyris Inc. Mr. Reiss also served as an independent director of Healthy Spot LLC until April 2023. From August 2018 until April 2019, he served as an independent director of the J11 Group of Companies. From October 2018 until February 2019 Mr. Reiss was an independent director of National Stores et al. From May 2018 until August 2018, Mr. Reiss was Special Advisor to Board of Directors of Shipston Group of Companies. From March 2017 to August 2017, Mr. Reiss was
an independent director of Classic Party Rentals. From March 2016 to November 2016, Mr. Reiss was a Director, Audit Committee Chair and member of the Nominating and Governance Committee of Ares Dynamic Credit Allocation Fund, Inc., a closed end management investment company. From February 2012 to November 2016, Mr. Reiss was Chairman of the Audit Committee and an independent board member for Contech Engineered Solutions, an engineering solutions provider. From September 2014 to | | | 2 BDCs consisting of 2 Portfolios | | | None.
|
Name, Address, and Age | | | Term
of Office; Length of Time Served | | | Principal Occupation(s) During the Past
Five Years | | | Number of Portfolios in the Fund Complex Overseen
by the Director or Nominee for Director | | | Other Directorships
Held by Director or Nominee for Director During the Past Five Years* |
| | | | | November 2016,
Mr. Reiss was Managing Member and Director of Variant Holdings LLC, a real estate operating company. Prior to 2013, Mr. Reiss was Senior Managing Director of FTI Consulting Inc. | | | | | ||||
| | | | | | | | | |||||
2951 28th Street, Suite 1000, Santa Monica, California 90405 Year
of birth: 1943 | | | 2024; 2012 to present | | | From
2012 to present, Mr. Schwab has been a Director, Chair or Member of the Governance and Compensation Committee, Audit Committee Member and Joint Transactions Committee Member. Mr. Schwab currently is an emeritus member of the board of advisors for the Entrepreneurial Studies Center at the University of California, Los Angeles School of Business and a board member of West Coast Sports Associates, a nonprofit organization providing economically disadvantaged children in Southern California the opportunity to participate in sports. Mr. Schwab has 39 years of experience in the asset-based lending industry, previously as a board member of asset-based lender, Stonegate Capital, chairman and chief executive officer of Wells Fargo Capital Finance, a unit of Wells Fargo & Company. Prior to joining Wells Fargo Capital Finance (and its predecessor firm Foothill Capital Corporation), he was vice president of business development with Aetna Business Credit (now known as Barclays
American Business Credit). He started his career as business development officer at the National Acceptance Company of California, an asset-based lender. | | | 1 BDC Consisting of 1 Portfolio | | | None. |
* | Directorships disclosed under this column do not include directorships disclosed under the column “Principal Occupation(s) During Past Five Years.” |
Name | | | Age | | | Position
|
| | | 52 | | | Chief
Executive Officer | |
Phil Tseng | | | 47 | | | President
and Chief Operating Officer |
Erik L. Cuellar | | | 52 | | | Chief
Financial Officer |
Charles C.S. Park | | | 56 | | | Chief
Compliance Officer |
| | | 55 | | | Secretary |
• | As to the nominee, the name, age, business address and residence address of such person, the principal occupation or employment of such person, the class or series and number of all shares of stock of TCPC which are owned beneficially or of record by such person and any affiliates or associates of such person, such further information as detailed in Section 5 of the TCPC By-laws and any other information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant
to Section 14 of the Exchange Act; and |
• | As to the TCPC Stockholder giving notice, and the beneficial owner, if any, on whose behalf the nomination is being made, the name and record address of the stockholder giving the notice and the name and principal place of business of such beneficial owner; the class or series and number of all shares of stock of TCPC which are owned beneficially or of record by such person and an affiliates or associates of such person, such further information as detailed in Section 5 of the TCPC By-laws and any other information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election
of directors pursuant to Section 14 of the Exchange Act. |
| | | Fees
Earned or Paid in Cash(1) (2) | | | Total | |
Interested
Directors: | | | | | ||
| | | — | | | — | |
Independent
Directors: | | | | | ||
| | | $201,000 | | | $201,000 | |
Karen
L. Leets(3) | | | — | | | — |
Andrea
L. Petro | | | $183,000 | | | $183,000 |
| | | $197,000 | | | $197,000 | |
| | | $186,000 | | | $186,000 | |
Karyn
L. Williams(4) | | | $171,000 | | | $171,000 |
(1) | For a discussion of the TCPC Independent Directors’ compensation, see below. |
(2) | TCPC does not maintain a stock or option plan, non-equity incentive plan or pension plan for its directors. |
(3) | Ms. Leets joined the TCPC Board effective as of October 27, 2022. |
(4) | Ms. Williams determined not to seek re-election
to the TCPC Board on May 24, 2023. |
Name,
Address(1), and Age | | | Length of Time Served; Term of Office | | | Principal
Occupation(s) During the Past Five Years | | | Number of Portfolios in
the Fund Complex Overseen by the Director or Nominee for Director | | | Other Directorships
Held by Director or Nominee for Director During the Past Five Years(2) |
Interested
Director | | | | | | | | | ||||
Interested
Director(3): CFA Year of birth: 1976 | | | Director
since 2017; Term expires 2025 | | | James E. Keenan is Chairman of the Board of BCIC, Managing Director of BlackRock, Chief Investment Officer and Global Head of Private Debt. Mr. Keenan also serves on BlackRock’s Global Operating Committee, the Executive Committee of BlackRock Portfolio Management Group, and the investment subcommittee of the firm’s Global
Executive Committee. Mr. Keenan serves on the Investment Committees for BlackRock Private Equity Partners, BlackRock Long-Term Private Capital, and BlackRock Alternative Solutions Group. Mr. Keenan leads BlackRock’s Private Debt platform that includes infrastructure, real estate debt and private credit ranging from direct lending to opportunistic & distressed strategies. Mr. Keenan oversees both business and investment strategy across the platform, including investment committees, investment processes, risk management & performance. Prior to joining BlackRock in 2004, Mr. Keenan was a Senior High Yield Trader at Columbia | | | None. | | | Mr. Keenan
serves as a board member of Good Shepherd Services. |
Name, Address(1), and Age | | | Length
of Time Served; Term of Office | | | Principal Occupation(s) During the Past
Five Years | | | Number of Portfolios in the Fund Complex Overseen
by the Director or Nominee for Director | | | Other Directorships
Held by Director or Nominee for Director During the Past Five Years(2) |
| | | | | Management
Group. He began his investment career at UBS Global Asset Management where he was a Trader and Research Analyst from 1998 through 2003. Mr. Keenan earned a BBA degree in finance from the University of Notre Dame in 1998. | | | | | ||||
| | | | | | | | | |||||
Independent
Directors | | | | | | | | | ||||
John
R. Baron Year of birth: 1957 | | | Director since 2013; Term expires 2026. | | | 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, 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. In addition to serving on the board of a number of not-for-profit organizations, Mr. Baron was the Managing Member for Crystal Ridge Partners. Mr. Baron continues as an owner of Big Rock Sports, a leading distributor of hunting and fishing products in North
America and served as a director of Big Rock Sports from 2000 to 2021. Mr. Baron is currently an owner and director of Rufus Aviation Fund/BIAero, an aerospace parts business and an owner and director of Data Metrics Technologies, LLC, a proprietary software application company that identifies, reads | | | None. | | | In
addition to serving on the board of a number of not-for-profit organizations, Mr. Baron currently serves as a director of Rufus Aviation Fund/BIAero, an aerospace part business and of Data Metrics Technologies, LLC, a proprietary software application company that identifies, reads and cleanses data exported from disparate ERP systems and other data sources. Mr. Baron was a director of Big Rock Sports, a leading distributor and manufacturer of hunting and fishing products in North America from 2000 to 2021. From 2008 to 2019, Mr. Baron was a director of Bronco Manufacturing, a leading manufacturer of spare parts for oil and gas drillings rigs. |
Name, Address(1), and Age | | | Length
of Time Served; Term of Office | | | Principal Occupation(s) During the Past
Five Years | | | Number of Portfolios in the Fund Complex Overseen
by the Director or Nominee for Director | | | Other Directorships
Held by Director or Nominee for Director During the Past Five Years(2) |
| | | | | and
cleanses data exported from disparate ERP systems and other data sources. From 2008 to 2019, Mr. Baron was a director of Bronco Manufacturing, a leading manufacturer of spare parts for oil and gas drillings rigs. Mr. Baron received a BS from Lehigh University, an MBA from Fordham University and he completed the Management Corporate Finance program at Harvard University. | | | | | ||||
| | | | | | | | | |||||
Jerrold
B. Harris Year of birth: 1942 | | | Director since 2005; Term expires 2026. | | | Mr. Harris
has been retired since 1999. From 1990 to 1999, Mr. Harris was President and Chief Executive Officer of VWR Scientific Products Corporation (which was acquired by Merck KgaA in 1999). From 1996 to 2007, Mr. Harris was a director of the BlackRock Liquidity Funds. Mr. Harris was a director of the active exchange-listed funds comprising the BlackRock Closed-End Fund Complex from 2007 to 2017. Mr. Harris was previously a Director of the Delta Waterfowl Foundation and Henry Troemner LLC and is currently a director emeritus of Ursinus College. Mr. Harris earned a B.S. degree from the University of California at Berkeley in 1964. | | | None. | | | Mr. Harris
was a director of Henry Troemner LLC, a manufacturer of scientific equipment, from October 2000 to June 2016. In 2013, Mr. Harris became a director of Ducks Unlimited, Inc. (conservation) and Waterfowl Chesapeake (conservation). In 2015, Mr. Harris became a director of Ducks Unlimited Canada (conservation). In 2017, Mr. Harris became a director of Eastern Shore Land Conservancy. Mr. Harris is also a trustee of Ursinus College. From 1996 to 2007, Mr. Harris was a director of the BlackRock Liquidity Funds, and he has previously served as a director of the Delta Waterfowl Foundation. Mr. Harris was a director of the active |
Name, Address(1), and Age | | | Length
of Time Served; Term of Office | | | Principal Occupation(s) During the Past
Five Years | | | Number of Portfolios in the Fund Complex Overseen
by the Director or Nominee for Director | | | Other Directorships
Held by Director or Nominee for Director During the Past Five Years(2) |
| | | | | | | | | exchange-listed
funds comprising the BlackRock. Closed-End Fund Complex from 2007 to 2017. | ||||
| | | | | | | | | |||||
William
E. Mayer Park Avenue Equity Partners 194 Park Avenue Year of birth: 1940 | | | Director since 2005; Term expires 2024. | | | Mr. Mayer
is the Lead Independent Director of BCIC. Since 1999, Mr. Mayer has been a partner at Park Avenue Equity Partners, L.P. (“Park Avenue”), which he co-founded. From 1996 until the formation of Park Avenue, Mr. Mayer was a founding Partner of Development Capital, which invested in private and public companies. From the fall of 1992 until December 1996, Mr. Mayer was a professor and Dean of the College of Business and Management at the University of Maryland. From 1991 to 1992, Mr. Mayer served as a professor and Dean of the Simon Graduate School of Business at the University of Rochester. Mr. Mayer worked for The First Boston Corporation (now Credit Suisse), a major
investment bank, from 1967 to 1990. During his career at The First Boston Corporation, Mr. Mayer held numerous management positions, including President and Chief Executive Officer. Mr. Mayer is currently a board member of Hambrecht Partners Holdings, LLC (a financial services firm), Rosemore, Inc. (a family office), Lirio, Inc. (an application software company) and Renovo Concepts, Inc. (a healthcare company). Up until 2021, Mr. Mayer was a director of | | | None. | | | Mr. Mayer
is currently a board member of Hambrecht Partners Holdings, LLC (a financial services firm), Rosemore, Inc. (a family office), Lirio, Inc. (an application software company) and Renovo Concepts, Inc. (a medical device company). Mr. Mayer has been a director of numerous public, private and not-for-profit boards over the years. Up until 2021, Mr. Mayer was a director of Premier, Inc. (a healthcare company) and a director of Lee Enterprises (a newspaper company). Mr. Mayer is a Trustee of the Aspen Institute. |
Name, Address(1), and Age | | | Length
of Time Served; Term of Office | | | Principal Occupation(s) During the Past
Five Years | | | Number of Portfolios in the Fund Complex Overseen
by the Director or Nominee for Director | | | Other Directorships
Held by Director or Nominee for Director During the Past Five Years(2) |
| | | | | Premier,
Inc. (a healthcare company) and a director of Lee Enterprises (a newspaper company). Mr. Mayer has been a director of numerous public, private and not-for-profit boards over the years. Mr. Mayer is a Trustee of the Aspen Institute. Mr. Mayer holds a B.S. degree and an M.B.A. degree from the University of Maryland. | | | | | ||||
| | | | | | | | | |||||
Meridee
A. Moore Year of birth: 1958 | | | Director since 2017; Term expires 2024. | | | Ms. Moore
is a Director of BCIC. In 2002, Ms. Moore founded Watershed Asset Management, LLC (“Watershed”), an SEC regulated institutional credit and equity manager. Watershed returned external capital in 2017 and now manages employee capital. Prior to founding Watershed, Ms. Moore was a Partner and Portfolio Manager of Farallon Capital Management, LLC from 1992 to 2002. From 1985 to 1991, Ms. Moore held various positions in Lehman Brothers’ investment banking division, and prior to Lehman Brothers, Ms. Moore was a corporate law associate at Simpson Thacher and Bartlett. In addition to her role on the BCIC Board, Ms. Moore is an independent director of Rayonier, Inc. (NYSE: RYN), where she serves on the Audit Committee and as Chair of the Nominating and Governance Committee. She also serves on the advisory board of Fiduciary Counselling Inc., a Saint Paul, Minneapolis asset manager. Ms. Moore has previously served on the boards of PG&E Corporation and its utility, Pacific
Gas & Electric | | | None. | | | Ms. Moore has been a director of numerous public and private corporate and non-profit boards over the last two decades. Ms. Moore currently serves as a Director
of Rayonier, Inc. and Fiduciary Counselling Inc., and has previously served as a Director of PG&E Corporation and Pacific Gas and Electric Company, its utility. She also served as a director of NextGen Climate America (climate non-profit). |
Name, Address(1), and Age | | | Length
of Time Served; Term of Office | | | Principal Occupation(s) During the Past
Five Years | | | Number of Portfolios in the Fund Complex Overseen
by the Director or Nominee for Director | | | Other Directorships
Held by Director or Nominee for Director During the Past Five Years(2) |
| | | | | Company,
where she chaired the Restructuring Committee, and NextGen Climate America, Inc., a climate non-profit. Ms. Moore received her B.A. from the University of Colorado and her J.D. from Yale Law School. | | | | | ||||
| | | | | | | | | |||||
Maureen
K. Usifer Year of birth: 1960 | | | Director since 2005; Term expires 2025. | | | Ms. Usifer
is a Director of BCIC. Ms. Usifer was a member of the Green Mountain Care Board, a regulatory board appointed by the Governor in Vermont 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 also serves as an Independent Trustee of BlackRock Private Credit Fund. Ms. Usifer received an undergraduate degree in business from St. Michael’s College and an M.B.A. in Finance from Clarkson University. | | | None. | | | Ms. Usifer
currently serves as a Director of Liberty All Star Funds and serves as chair of the audit committee, and serves as a Director of BlackRock Private Credit Fund. Ms. Usifer also currently serves as a trustee of St. Michael’s College and a Director for PC Construction. |
(1) |
(2) | Directorships disclosed under this column do not include directorships disclosed under the column “Principal Occupation(s) During Past Five Years.” |
(3) | Mr. Keenan is an “interested person” (for purposes of the 1940 Act) of BCIC because he is an officer of BCIC. |
Name | | | Age | | | Position
|
| | | 47 | | | Interim
Chief Executive Officer | |
Nik Singhal | | | 49 | | | President
|
| | | 47 | | | Interim
Chief Financial Officer and Treasurer | |
| | | 55 | | | Secretary
| |
Charles C.S. Park | | | 56 | | | Chief
Compliance Officer |
• | the
name and record address of the Stockholder, the class or series and number of shares of BCIC which are owned beneficially or of record by the Stockholder, a description of all arrangements or understandings between the Stockholder and each proposed candidate and any other person or persons (including their names) in connection with which the nomination(s) made by the Stockholder, a representation that the Stockholder intends to appear in person (including via webcast) or by proxy at the meeting to nominate the persons named in its recommendation and any other information relating to the Stockholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors/trustees pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; and |
• | the
name, age, business address and residential address of the candidate(s), the principal occupation or employment of the candidate(s), the class or series and number of shares of BCIC which are owned beneficially or of record by the candidate(s), if any, and any other information relating to the candidate(s) that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors/trustees pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. |
| | | Fees Earned or
Paid in Cash(1) | | | Total | |
Interested Directors: | | | | | ||
| | | — | | | — | |
Independent
Directors: | | | | | ||
John
R. Baron | | | $119,250 | | | $119,250 |
Jerrold
B. Harris | | | $114,250 | | | $114,250 |
William
E. Mayer | | | $136,750 | | | $136,750 |
Meridee
A. Moore | | | $114,250 | | | $114,250 |
Maureen
K. Usifer | | | $129,250 | | | $129,250 |
(1) | BCIC does not have a pension or retirement plan or deferred compensation plan, and Directors do not receive any pension or retirement benefits. |
Name of Portfolio Manager | | | Dollar
Range of Equity Securities(1)(2) |
Philip M. Tseng | | | $100,001 — $500,000 |
| | | $500,001 — $1,000,000 | |
Rob DiPaolo | | | $1
— $10,000 |
Jason Mehring | | | none |
Dan Worrell | | | $100,001
— $500,000 |
(1) | Beneficial ownership has been determined in accordance with Rule 16a-1(a)(2) of the Exchange Act. |
(2) | The dollar range of equity securities beneficially owned are: none, $1 — $10,000, $10,001 — $50,000, $50,001 — $100,000, $100,001 — $500,000, $500,001 — $1,000,000, or over $1,000,000, and is based on the closing price of $12.94 per share of TCPC Common Stock on December 31, 2022 on the NASDAQ Global Select Market. |
Name of Investment
Committee Voting Member | | | Type of Accounts(1) | | | Total
No. of Other Accounts Managed | | | Total Other Assets (in
millions) | | | No. of Other Accounts where Advisory Fee is
Based on Performance | | | Total Assets in Other Accounts where Advisory Fee
is Based on Performance (in millions) |
Philip M. Tseng | | | Registered
Investment Companies: | | | 5 | | | $3,049 | | | 5 | | | $3,049
|
| | Other Pooled Investment Vehicles: | | | 33 | | | $12,669 | | | 30 | | | $12,669
| ||
| | Other Accounts: | | | 8 | | | $2,940 | | | 5 | | | $1,632
| ||
| | | Registered Investment Companies: | | | 5 | | | $3,049 | | | 3 | | | $3,049
| |
| | Other Pooled Investment Vehicles: | | | 33 | | | $12,669 | | | 30 | | | $12,669
| ||
| | Other Accounts: | | | 8 | | | $2,940 | | | 5 | | | $1,632
| ||
Rob DiPaolo | | | Registered Investment Companies: | | | 5 | | | $3,049 | | | 3 | | | $3,049
|
| | Other Pooled Investment Vehicles: | | | 33 | | | $12,669 | | | 30 | | | $12,669
| ||
| | Other Accounts: | | | 8 | | | $2,940 | | | 5 | | | $1,632
| ||
Jason Mehring | | | Registered Investment Companies: | | | 5 | | | $3,049 | | | 3 | | | $3,049
|
| | Other Pooled Investment Vehicles: | | | 33 | | | $12,669 | | | 30 | | | $12,669
| ||
| | Other Accounts: | | | 8 | | | $2,940 | | | 5 | | | $1,632
| ||
Dan Worrell | | | Registered Investment Companies: | | | 5 | | | $3,049 | | | 3 | | | $3,049
|
| | Other Pooled Investment Vehicles: | | | 33 | | | $12,669 | | | 30 | | | $12,669
| ||
| | Other Accounts: | | | 8 | | | $2,940 | | | 5 | | | $1,632 |
(1) | For purposes of this table, Registered Investment Companies includes BDCs. |
Name of Portfolio Manager | | | Dollar Range of Equity Securities(1)(2)
|
| | | over $1,000,000 | |
Philip M. Tseng | | | none
|
| | | $100,001 — $500,000 | |
Jason Mehring | | | $100,001
— $500,000 |
Marshall Merriman | | | $50,001 — $100,000 |
Nik Singhal | | | $100,001
— $500,000 |
(1) | Beneficial ownership has been determined in accordance with Rule 16a-1(a)(2) of the Exchange Act. |
(2) | The dollar range of equity securities beneficially owned are: none, $1 — $10,000, $10,001 — $50,000, $50,001 — $100,000, $100,001 — $500,000, $500,001 — $1,000,000, or over $1,000,000, and is based on the closing price of $3.62 per share of BCIC Common Stock on December 31, 2022 on the NASDAQ Global Select Market. |
Name of Investment Committee Voting Member | | | Type
of Accounts(1) | | | Total No. of Other Accounts Managed | | | Total
Other Assets (in millions) | | | No. of Other Accounts where
Advisory Fee is Based on Performance | | | Total Assets in Other
Accounts where Advisory Fee is Based on Performance (in millions) |
| | | Registered
Investment Companies: | | | 25 | | | $35,830 | | | 1
| | | $758 | |
| | | Other
Pooled Investment Vehicles: | | | 31 | | | $12,340 | | | 0
| | | $0 | |
| | | Other
Accounts: | | | 18 | | | $6,940 | | | 5
| | | $802 | |
Philip M. Tseng | | | Registered
Investment Companies: | | | 5 | | | $3,049 | | | 5 | | | $3,049
|
| | | Other Pooled Investment Vehicles: | | | 33 | | | $12,669 | | | 30 | | | $12,669
| |
| | | Other Accounts: | | | 8 | | | $2,940 | | | 5 | | | $1,632
| |
| | | Registered Investment Companies: | | | 5 | | | $3,049 | | | 3 | | | $3,049
| |
| | | Other Pooled Investment Vehicles: | | | 33 | | | $12,669 | | | 30 | | | $12,669
| |
| | | Other Accounts: | | | 8 | | | $2,940 | | | 5 | | | $1,632
| |
Jason Mehring | | | Registered Investment Companies: | | | 5 | | | $3,049 | | | 3 | | | $3,049
|
| | | Other Pooled Investment Vehicles: | | | 33 | | | $12,669 | | | 30 | | | $12,669
| |
| | | Other Accounts: | | | 8 | | | $2,940 | | | 5 | | | $1,632
| |
Marshall Merriman | | | Registered Investment Companies: | | | 0 | | | $0 | | | 0 | | | $0
|
| | | Other Pooled Investment Vehicles: | | | 48 | | | $382 | | | 0 | | | $0
| |
| | | Other Accounts: | | | 0 | | | $0 | | | 0 | | | $0
| |
Nik Singhal | | | Registered Investment Companies: | | | 3 | | | $1,310 | | | 3 | | | $1,310
|
| | | Other Pooled Investment Vehicles: | | | 10 | | | $6,487 | | | 9 | | | $6,115
| |
| | | Other Accounts: | | | 2 | | | $1,300 | | | 1 | | | $1,000 |
(1) | For purposes of this table, Registered Investment Companies includes BDCs. |
• | TCPC has entered into an investment management agreement with TCP and a related fee waiver agreement; |
• | The TCPC Administrator provides TCPC with administrative services necessary to conduct TCPC’s day-to-day operations. For providing these services, facilities and personnel, the TCPC Administrator may be reimbursed by TCPC for expenses incurred by the TCPC Administrator in performing its obligations under the administration agreement, including TCPC’s allocable portion of the cost of certain of TCPC’s officers and the TCPC Administrator’s administrative staff and providing, at TCPC’s request and on TCPC’s behalf, significant managerial
assistance to portfolio companies to which TCPC is required to provide such assistance. |
• | TCPC has entered into a royalty-free license agreement with TCP and BlackRock, Inc., pursuant to which TCP and BlackRock have agreed to grant TCPC a non-exclusive, royalty-free license to use the name “TCP” and “BlackRock.” |
Class and Year | | | Total Amount Outstanding(1) | | | Asset
Coverage Per Unit(2) | | | Involuntary Liquidating Preference Per Unit(3) | | | Average
Market Value Per Unit(4) |
Operating Facility | | | | | | | | | ||||
Fiscal
Year 2022 | | | $123,890 | | | $6,906 | | | — | | | N/A
|
Fiscal Year 2021 | | | 154,480 | | | 11,020 | | | — | | | N/A
|
Fiscal Year 2020 | | | 120,454 | | | 9,508 | | | — | | | N/A
|
Fiscal Year 2019 | | | 108,498 | | | 5,812 | | | — | | | N/A
|
Fiscal Year 2018 | | | 82,000 | | | 5,221 | | | — | | | N/A
|
Fiscal Year 2017 | | | 57,000 | | | 6,513 | | | — | | | N/A
|
Fiscal Year 2016 | | | 100,500 | | | 4,056 | | | — | | | N/A
|
Fiscal Year 2015 | | | 124,500 | | | 3,076 | | | — | | | N/A
|
Fiscal Year 2014 | | | 70,000 | | | 5,356 | | | — | | | N/A
|
Fiscal Year 2013 | | | 45,000 | | | 8,176 | | | — | | | N/A
|
Fiscal Year 2012 | | | 74,000 | | | 7,077 | | | — | | | N/A
|
Preferred Interests | | | | | | | | | ||||
Fiscal
Year 2022 | | | N/A | | | N/A | | | N/A | | | N/A
|
Fiscal Year 2021 | | | N/A | | | N/A | | | N/A | | | N/A
|
Fiscal Year 2020 | | | N/A | | | N/A | | | N/A | | | N/A
|
Fiscal Year 2019 | | | N/A | | | N/A | | | N/A | | | N/A
|
Fiscal Year 2018 | | | N/A | | | N/A | | | N/A | | | N/A
|
Fiscal Year 2017 | | | N/A | | | N/A | | | N/A | | | N/A
|
Fiscal Year 2016 | | | N/A | | | N/A | | | N/A | | | N/A
|
Fiscal Year 2015 | | | N/A | | | N/A | | | N/A | | | N/A
|
Fiscal Year 2014 | | | $ 134,000 | | | $ 51,592 | | | $ 20,074 | | | N/A
|
Fiscal Year 2013 | | | 134,000 | | | 68,125 | | | 20,075 | | | N/A
|
Fiscal Year 2012 | | | 134,000 | | | 50,475 | | | 20,079 | | | N/A
|
Funding Facility I | | | | | | | | | ||||
Fiscal
Year 2022 | | | N/A | | | N/A | | | — | | | N/A
|
Fiscal Year 2021 | | | N/A | | | N/A | | | — | | | N/A
|
Fiscal Year 2020 | | | N/A | | | N/A | | | — | | | N/A
|
Fiscal Year 2019 | | | $158,000 | | | $5,812 | | | — | | | N/A
|
Fiscal Year 2018 | | | 212,000 | | | 5,221 | | | — | | | N/A
|
Fiscal Year 2017 | | | 175,000 | | | 6,513 | | | — | | | N/A
|
Fiscal Year 2016 | | | 175,000 | | | 4,056 | | | — | | | N/A
|
Fiscal Year 2015 | | | 229,000 | | | 3,076 | | | — | | | N/A
|
Fiscal Year 2014 | | | 125,000 | | | 5,356 | | | — | | | N/A
|
Fiscal Year 2013 | | | 50,000 | | | 8,176 | | | — | | | N/A
|
Funding Facility II | | | | | | | | | ||||
Fiscal
Year 2022 | | | $100,000 | | | $6,906 | | | — | | | N/A
|
Fiscal Year 2021 | | | — | | | N/A | | | — | | | N/A
|
Fiscal Year 2020 | | | 36,000 | | | 9,508 | | | — | | | N/A
|
SBA Debentures | | | | | | | | | ||||
Fiscal
Year 2022 | | | $150,000 | | | $6,906 | | | — | | | N/A
|
Fiscal Year 2021 | | | 150,000 | | | 11,020 | | | — | | | N/A
|
Fiscal Year 2020 | | | 138,000 | | | 9,508 | | | — | | | N/A
|
Fiscal Year 2019 | | | 138,000 | | | 5,812 | | | — | | | N/A
|
Fiscal Year 2018 | | | 98,000 | | | 5,221 | | | — | | | N/A
|
Fiscal Year 2017 | | | 83,000 | | | 6,513 | | | — | | | N/A
|
Fiscal Year 2016 | | | 61,000 | | | 4,056 | | | — | | | N/A
|
Fiscal Year 2015 | | | 42,800 | | | 3,076 | | | — | | | N/A
|
Fiscal Year 2014 | | | 28,000 | | | 5,356 | | | — | | | N/A
|
Class and Year | | | Total
Amount Outstanding(1) | | | Asset Coverage Per Unit(2) | | | Involuntary
Liquidating Preference Per Unit(3) | | | Average Market Value Per Unit(4) |
2019
Convertible Notes | | | | | | | | | ||||
Fiscal
Year 2022 | | | N/A | | | N/A | | | — | | | N/A
|
Fiscal Year 2021 | | | N/A | | | N/A | | | — | | | N/A
|
Fiscal Year 2020 | | | N/A | | | N/A | | | — | | | N/A
|
Fiscal Year 2019 | | | N/A | | | N/A | | | — | | | N/A
|
Fiscal Year 2018 | | | $108,000 | | | $2,157 | | | — | | | N/A
|
Fiscal Year 2017 | | | 108,000 | | | 2,335 | | | — | | | N/A
|
Fiscal Year 2016 | | | 108,000 | | | 2,352 | | | — | | | N/A
|
Fiscal Year 2015 | | | 108,000 | | | 2,429 | | | — | | | N/A
|
Fiscal Year 2014 | | | 108,000 | | | 3,617 | | | — | | | N/A
|
2022 Convertible Notes | | | | | | | | | ||||
Fiscal
Year 2022 | | | N/A | | | N/A | | | — | | | N/A
|
Fiscal Year 2021 | | | $140,000 | | | $1,948 | | | — | | | N/A
|
Fiscal Year 2020 | | | 140,000 | | | 2,058 | | | — | | | N/A
|
Fiscal Year 2019 | | | 140,000 | | | 1,992 | | | — | | | N/A
|
Fiscal Year 2018 | | | 140,000 | | | 2,157 | | | — | | | N/A
|
Fiscal Year 2017 | | | 140,000 | | | 2,335 | | | — | | | N/A
|
Fiscal Year 2016 | | | 140,000 | | | 2,352 | | | — | | | N/A
|
2022 Notes | | | | | | | | | ||||
Fiscal
Year 2022 | | | N/A | | | N/A | | | — | | | N/A
|
Fiscal Year 2021 | | | N/A | | | N/A | | | — | | | N/A
|
Fiscal Year 2020 | | | $175,000 | | | $2,058 | | | — | | | N/A
|
Fiscal Year 2019 | | | 175,000 | | | 1,992 | | | — | | | N/A
|
Fiscal Year 2018 | | | 175,000 | | | 2,157 | | | — | | | N/A
|
Fiscal Year 2017 | | | 175,000 | | | 2,335 | | | — | | | N/A
|
2024 Notes | | | | | | | | | ||||
Fiscal
Year 2022 | | | $250,000 | | | $1,929 | | | — | | | N/A
|
Fiscal Year 2021 | | | 250,000 | | | 1,948 | | | — | | | N/A
|
Fiscal Year 2020 | | | 250,000 | | | 2,058 | | | — | | | N/A
|
Fiscal Year 2019 | | | 200,000 | | | 1,992 | | | — | | | N/A
|
2026 Notes | | | | | | | | | ||||
Fiscal
Year 2022 | | | $ 325,000 | | | $ 1,929 | | | — | | | N/A
|
Fiscal Year 2021 | | | 325,000 | | | 1,948 | | | — | | | N/A |
(1) | Total amount of each class of senior securities outstanding at the end of the period presented (in 1,000’s). |
(2) | The asset coverage ratio for a class of senior securities representing indebtedness is calculated as our consolidated total assets, less all liabilities and indebtedness not represented by senior securities, divided by senior securities representing indebtedness. For the Operating Facility, Funding Facility I and Funding Facility II, the asset coverage ratio with respect to indebtedness is multiplied by $1,000 to determine the Asset Coverage Per Unit. |
(3) | The
amount to which such class of senior security would be entitled upon the voluntary liquidation of the issuer in preference to any security junior to it. The “—” in this column indicates that the SEC expressly does not require this information to be disclosed for certain types of senior securities. |
(4) | TCPC’s senior securities are not registered for public trading. |
Issuer | | | Address | | | Instrument | | | Ref | | | Floor | | | Spread | | | Total
Coupon | | | Maturity | | | Principal | | | Cost | | | Fair Value | | | Percentage
of Class Held(P) | | | Notes |
Debt Investments(A) | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
Automobiles | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
ALCV
Purchaser, Inc. (AutoLenders) | | | | | First
Lien Term Loan | | | LIBOR(Q) | | | 1.00% | | | 6.75% | | | 12.23% | | | 4/15/2026 | | | $6,070,978 | | | $6,009,346 | | | $6,010,268 | | | — | | | G/N
| |
ALCV Purchaser, Inc. (AutoLenders) | | | | | Sr
Secured Revolver | | | LIBOR(Q) | | | 1.00% | | | 6.75% | | | 12.18% | | | 4/15/2026 | | | $662,974 | | | 657,532 | | | 656,344 | | | — | | | G/N
| |
AutoAlert, LLC | | | | | First
Lien Incremental Term Loan | | | SOFR(Q) | | | 1.00% | | | 5.40% | | | 10.29% | | | 3/31/2028 | | | $18,812,631 | | | 18,812,631 | | | 18,812,631 | | | — | | | F/N
| |
AutoAlert, LLC | | | | | Second
Lien Incremental Term Loan | | | SOFR(Q) | | | 1.00% | | | 9.40% | | | 14.30% | | | 3/31/2029 | | | $8,915,522 | | | 8,915,522 | | | 8,915,522 | | | — | | | F/N
| |
| | | | | | | | | | | | | | | | | | | 34,395,031 | | | 34,394,765 | | | | | |||||||||||
Building
Products | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
Porcelain
Acquisition Corporation (Paramount) | | | | | First
Lien Term Loan | | | SOFR(Q) | | | 1.00% | | | 5.75% | | | 11.34% | | | 4/30/2027 | | | $6,166,272 | | | 6,080,380 | | | 6,018,281 | | | — | | | N
| |
Porcelain Acquisition Corporation (Paramount) | | | | | First
Lien Delayed Draw Term Loan | | | SOFR(Q) | | | 1.00% | | | 5.75% | | | 11.34% | | | 4/30/2027 | | | $933,227 | | | 920,702 | | | 910,830 | | | — | | | N
| |
| | | | | | | | | | | | | | | | | | | 7,001,082 | | | 6,929,111 | | | | | |||||||||||
Capital
Markets | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
Pico
Quantitative Trading, LLC | | | | | First
Lien Term Loan (1.0% Exit Fee) | | | SOFR(Q) | | | 1.50% | | | 7.25% | | | 12.75% | | | 2/7/2025 | | | $21,791,007 | | | 21,438,245 | | | 21,987,126 | | | — | | | N
| |
Pico Quantitative Trading, LLC | | | | | First
Lien Incremental Term Loan | | | SOFR(Q) | | | 1.50% | | | 7.25% | | | 12.56% | | | 2/7/2025 | | | $24,415,870 | | | 23,732,537 | | | 24,415,870 | | | — | | | N
| |
| | | | | | | | | | | | | | | | | | | 45,170,782 | | | 46,402,996 | | | | | |||||||||||
Commercial
Services & Supplies | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
Pueblo
Mechanical and Controls, LLC | | | | | First
Lien Term Loan | | | SOFR(Q) | | | 0.75% | | | 6.00% | | | 11.16% | | | 8/23/2028 | | | $359,781 | | | 351,958 | | | 353,701 | | | — | | | N
| |
Pueblo Mechanical and Controls, LLC | | | | | First
Lien Delayed Draw Term Loan | | | SOFR(Q) | | | 0.75% | | | 6.00% | | | 11.15% | | | 8/23/2028 | | | $196,894 | | | 191,396 | | | 192,681 | | | — | | | N
| |
Pueblo Mechanical and Controls, LLC | | | | | Sr
Secured Revolver | | | PRIME | | | 0.75% | | | 5.00% | | | 13.25% | | | 8/23/2027 | | | $23,500 | | | 22,261 | | | 22,513 | | | — | | | N
| |
Thermostat Purchaser III, Inc. (Reedy Industries) | | | | | Second
Lien Term Loan | | | SOFR(Q) | | | 0.75% | | | 7.25% | | | 12.66% | | | 8/31/2029 | | | $7,767,802 | | | 7,671,534 | | | 7,239,592 | | | — | | | N
| |
Thermostat Purchaser III, Inc. (Reedy Industries) | | | | | Second
Lien Delayed Draw Term Loan | | | SOFR(Q) | | | 0.75% | | | 7.25% | | | 12.66% | | | 8/31/2029 | | | $— | | | (7,690) | | | (90,389) | | | — | | | K/N
| |
| | | | | | | | | | | | | | | | | | | 8,229,459 | | | 7,718,098 | | | | | |||||||||||
Communications
Equipment | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
Plate
Newco 1 Limited (Avanti) (United Kingdom) | | | 20 Black Friars Lane, London EC4V 6EB | | | Subordinated E1 Term Loan | | | LIBOR(Q) | | | — | | | 12.50%
PIK | | | 12.50% | | | 10/13/2023 | | | $88,455 | | | 58,350 | | | — | | | — | | | C/H/N
|
Plate Newco 1 Limited (Avanti) (United Kingdom) | | | 20 Black Friars Lane, London EC4V 6EB | | | Subordinated
E2 Term Loan | | | LIBOR(Q) | | | — | | | 12.50%
PIK | | | 12.50% | | | 10/13/2023 | | | $265,368 | | | 174,283 | | | — | | | — | | | C/H/N
|
Plate Newco 1 Limited (Avanti) (United Kingdom) | | | 20 Black Friars Lane, London EC4V 6EB | | | Subordinated
F Term Loan | | | LIBOR(Q) | | | — | | | 12.50%
PIK | | | 12.50% | | | 10/13/2023 | | | $1,071,041 | | | 650,880 | | | — | | | — | | | C/H/N
|
Plate Newco 1 Limited (Avanti) (United Kingdom) | | | 20 Black Friars Lane, London EC4V 6EB | | | Subordinated
G Term Loan | | | LIBOR(Q) | | | — | | | 12.50%
PIK | | | 12.50% | | | 10/13/2023 | | | $315,185 | | | 198,469 | | | — | | | — | | | C/H/N
|
| | | | | | | | | | | | | | | | | | | 1,081,982 | | | — | | | | |
Issuer | | | Address | | | Instrument | | | Ref | | | Floor | | | Spread | | | Total
Coupon | | | Maturity | | | Principal | | | Cost | | | Fair Value | | | Percentage
of Class Held(P) | | | Notes |
Construction
and Engineering | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
CSG
Buyer, Inc. (Core States) | | | | | Sr
Secured Revolver | | | SOFR(Q) | | | 1.00% | | | 6.00% | | | 11.50% | | | 3/31/2028 | | | $— | | | $(29,212) | | | $(46,739) | | | — | | | K/N | |
CSG
Buyer, Inc. (Core States) | | | | | First
Lien Term Loan | | | SOFR(Q) | | | 1.00% | | | 6.00% | | | 11.50% | | | 3/31/2028 | | | $8,870,302 | | | 8,692,896 | | | 8,586,452 | | | — | | | N | |
CSG
Buyer, Inc. (Core States) | | | | | First
Lien Delayed Draw Term Loan | | | SOFR(Q) | | | 1.00% | | | 6.00% | | | 11.50% | | | 3/31/2028 | | | $— | | | (58,423) | | | (93,477) | | | — | | | K/N | |
Geo
Parent Corporation | | | | | First
Lien Term Loan | | | SOFR(S) | | | — | | | 5.25% | | | 10.17% | | | 12/29/2025 | | | $2,199,908 | | | 2,160,967 | | | 2,133,911 | | | — | | | G/N
| |
Homerenew Buyer, Inc. (Project Dream) | | | | | First
Lien Delayed Draw Term Loan | | | SOFR(M) | | | 1.00% | | | 6.50% | | | 11.73% | | | 11/23/2027 | | | $3,609,893 | | | 3,545,987 | | | 3,454,669 | | | — | | | N
| |
Homerenew Buyer, Inc. (Project Dream) | | | | | Sr
Secured Revolver | | | SOFR(M) | | | 1.00% | | | 6.50% | | | 11.69% | | | 11/23/2027 | | | $552,386 | | | 540,346 | | | 522,695 | | | — | | | N
| |
Homerenew Buyer, Inc. (Project Dream) | | | | | First
Lien Term Loan | | | SOFR(M) | | | 1.00% | | | 6.50% | | | 11.70% | | | 11/23/2027 | | | $1,686,538 | | | 1,654,652 | | | 1,614,016 | | | — | | | N
| |
Hylan Intermediate Holding II, LLC | | | 850 NEW BURTON ROAD SUITE 201, DOVER, Kent, DE, 19904 | | | Second
Lien Term Loan | | | SOFR(S) | | | 1.00% | | | 10.00% | | | 14.84% | | | 3/11/2027 | | | $5,056,985 | | | 4,877,976 | | | 5,051,928 | | | — | | | N
|
Hylan Intermediate Holding II, LLC | | | 850 NEW BURTON ROAD SUITE 201, DOVER, Kent, DE, 19904 | | | First
Lien Term Loan | | | SOFR(S) | | | 1.00% | | | 8.00% | | | 12.84% | | | 2/22/2026 | | | $4,983,707 | | | 4,983,707 | | | 4,978,723 | | | — | | | N
|
LJ Avalon Holdings, LLC (Ardurra) | | | 4921 Memorial Highway, Suite 300, | | | Sr Secured Revolver | | | SOFR(M) | | | 1.00% | | | 6.50% | | | 11.51% | | | 2/1/2029 | | | $— | | | (23,417) | | | (20,942) | | | — | | | K/N
|
LJ Avalon Holdings, LLC (Ardurra) | | | 4921 Memorial Highway, Suite 300, | | | First Lien Delayed Draw Term Loan | | | SOFR(M) | | | 1.00% | | | 6.50% | | | 11.51% | | | 2/1/2030 | | | $— | | | (59,165) | | | (52,355) | | | — | | | K/N
|
LJ Avalon Holdings, LLC (Ardurra) | | | 4921 Memorial Highway, Suite 300, | | | First Lien Term Loan | | | SOFR(M) | | | 1.00% | | | 6.50% | | | 11.51% | | | 2/1/2030 | | | $5,152,776 | | | 5,006,726 | | | 5,023,956 | | | — | | | N
|
| | | | | | | | | | | | | | | | | | | 31,293,040 | | | 31,152,837 | | | | | |||||||||||
Consumer
Finance | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
Freedom
Financial Network Funding, LLC | | | | | First
Lien Term Loan | | | SOFR(S) | | | 1.00% | | | 9.00% | | | 14.54% | | | 9/21/2027 | | | $7,500,000 | | | 7,331,169 | | | 7,237,500 | | | — | | | N
| |
Freedom Financial Network Funding, LLC | | | | | First
Lien Delayed Draw Term Loan | | | SOFR(S) | | | 1.00% | | | 9.00% | | | 14.20% | | | 9/21/2027 | | | $2,500,000 | | | 2,446,278 | | | 2,412,500 | | | — | | | N
| |
Lucky US BuyerCo, LLC (Global Payments) | | | | | Sr
Secured Revolver | | | SOFR(Q) | | | 1.00% | | | 7.50% | | | 12.39% | | | 3/30/2029 | | | $— | | | (8,013) | | | (7,976) | | | — | | | K/N
| |
Lucky US BuyerCo, LLC (Global Payments) | | | | | First
Lien Term Loan | | | SOFR(Q) | | | 1.00% | | | 7.50% | | | 12.39% | | | 3/30/2029 | | | $2,170,647 | | | 2,107,127 | | | 2,108,350 | | | — | | | N
| |
Money Transfer Acquisition Inc. | | | | | First
Lien Term Loan | | | SOFR(M) | | | 1.00% | | | 8.25% | | | 13.45% | | | 12/14/2027 | | | $6,939,853 | | | 6,809,719 | | | 6,814,935 | | | — | | | N
| |
| | | | | | | | | | | | | | | | | | | 18,686,280 | | | 18,565,309 | | | | | |||||||||||
Containers
& Packaging | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
BW
Holding, Inc. (Brook & Whittle) | | | | | Second
Lien Term Loan | | | SOFR(Q) | | | 0.75% | | | 7.50% | | | 12.91% | | | 12/14/2029 | | | $11,969,577 | | | 11,734,531 | | | 10,557,167 | | | — | | | N
| |
BW Holding, Inc. (Brook & Whittle) | | | | | Second
Lien Delayed Draw Term Loan | | | SOFR(Q) | | | 0.75% | | | 7.50% | | | 12.91% | | | 12/14/2029 | | | $1,110,271 | | | 1,088,794 | | | 979,259 | | | — | | | N
| |
| | | | | | | | | | | | | | | | | | | 12,823,325 | | | 11,536,426 | | | | | |||||||||||
Distributors | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
Colony
Display, LLC | | | | | First
Lien Term Loan | | | SOFR(Q) | | | 1.00% | | | 6.50%
Cash + 3.00% PIK | | | 15.00% | | | 6/30/2026 | | | $6,966,503 | | | 6,878,301 | | | 6,262,886 | | | — | | | N
| |
| | | | | | | | | | | | | | | | | | | | | | | | |
Issuer | | | Address | | | Instrument | | | Ref | | | Floor | | | Spread | | | Total
Coupon | | | Maturity | | | Principal | | | Cost | | | Fair Value | | | Percentage
of Class Held(P) | | | Notes |
Diversified
Consumer Services | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
Elevate
Brands OpCo, LLC | | | | | First
Lien Delayed Draw Term Loan | | | SOFR(Q) | | | 1.00% | | | 8.50% | | | 13.70% | | | 3/15/2027 | | | $20,800,000 | | | $20,511,376 | | | $20,800,000 | | | — | | | N
| |
Fusion Holding Corp. (Finalsite) | | | | | First
Lien Term Loan | | | SOFR(Q) | | | 0.75% | | | 6.25% | | | 11.59% | | | 9/14/2029 | | | $459,953 | | | 450,596 | | | 455,537 | | | — | | | N
| |
Fusion Holding Corp. (Finalsite) | | | | | Sr
Secured Revolver | | | SOFR(Q) | | | 0.75% | | | 6.25% | | | 11.55% | | | 9/15/2027 | | | $— | | | (716) | | | (423) | | | — | | | K/N
| |
Razor Group GmbH (Germany) | | | Prinzessinnenstr. 19-20 10969, Berlin Germany | | | First
Lien Delayed Draw Term Loan | | | SOFR(M) | | | 2.00% | | | 5.00%
Cash + 5.00% PIK | | | 15.02% | | | 4/30/2025 | | | $41,799,869 | | | 41,933,304 | | | 40,248,298 | | | — | | | H/N
|
Razor Group GmbH (Germany) | | | Prinzessinnenstr. 19-20 10969, Berlin Germany | | | First
Lien Sr Secured Convertible Term Loan | | | Fixed | | | — | | | 3.50%
Cash + 3.50% PIK | | | 7.00% | | | 4/30/2025 | | | $4,734,408 | | | 4,734,408 | | | 5,042,144 | | | — | | | H/N
|
SellerX Germany Gmbh & Co. Kg (Germany) | | | Koppenstr. 93, 10243 Berlin Germany | | | First
Lien Delayed Draw Term Loan | | | LIBOR(Q) | | | 1.00% | | | 8.00%
Cash + 3.00% PIK | | | 16.54% | | | 11/23/2025 | | | $18,018,933 | | | 17,786,240 | | | 18,018,933 | | | — | | | H/N
|
Thras.io, LLC | | | | | First
Lien Delayed Draw Term Loan | | | SOFR(Q) | | | 1.00% | | | 7.00% | | | 12.50% | | | 12/18/2026 | | | $9,739,964 | | | 9,527,037 | | | 7,597,172 | | | — | | | G
| |
Thras.io, LLC | | | | | First
Lien Term Loan | | | SOFR(Q) | | | 1.00% | | | 7.00% | | | 12.50% | | | 12/18/2026 | | | $23,294,749 | | | 23,027,347 | | | 18,169,904 | | | — | | | G
| |
Whele, LLC (PerchHQ) | | | | | First
Lien Incremental Term Loan | | | SOFR(M) | | | 1.00% | | | 8.50%
Cash + 3.00% PIK | | | 16.82% | | | 10/15/2025 | | | $19,398,793 | | | 19,483,317 | | | 16,236,790 | | | — | | | N
| |
| | | | | | | | | | | | | | | | | | | 137,452,909 | | | 126,568,355 | | | | | |||||||||||
Diversified
Financial Services | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
2-10
Holdco, Inc. | | | | | First
Lien Term Loan | | | SOFR(M) | | | 0.75% | | | 6.00% | | | 11.20% | | | 3/26/2026 | | | $8,082,534 | | | 8,067,525 | | | 7,934,624 | | | — | | | N
| |
2-10 Holdco, Inc. | | | | | Sr
Secured Revolver | | | SOFR(M) | | | 0.75% | | | 6.00% | | | 11.20% | | | 3/26/2026 | | | $— | | | (1,029) | | | (13,243) | | | — | | | K/N
| |
36th Street Capital Partners Holdings, LLC | | | | | Senior
Note | | | Fixed | | | — | | | — | | | 12.00% | | | 11/30/2025 | | | $50,131,437 | | | 50,131,437 | | | 50,131,437 | | | — | | | E/F/N
| |
Accordion Partners LLC | | | | | First
Lien Term Loan | | | SOFR(Q) | | | 0.75% | | | 6.25% | | | 11.49% | | | 8/29/2029 | | | $1,410,531 | | | 1,381,987 | | | 1,390,784 | | | — | | | N
| |
Accordion Partners LLC | | | | | First
Lien Delayed Draw Term Loan A | | | SOFR(Q) | | | 0.75% | | | 6.50% | | | 11.74% | | | 8/29/2029 | | | $123,810 | | | 121,301 | | | 123,438 | | | — | | | N
| |
Accordion Partners LLC | | | | | Sr
Secured Revolver | | | SOFR(Q) | | | 0.75% | | | 6.25% | | | 11.49% | | | 8/31/2028 | | | $— | | | (2,412) | | | (1,733) | | | — | | | K/N
| |
Accordion Partners LLC | | | | | First
Lien Delayed Draw Term Loan B | | | SOFR(Q) | | | 0.75% | | | 6.25% | | | 11.29% | | | 8/29/2029 | | | $154,762 | | | 151,634 | | | 152,595 | | | — | | | N
| |
GC Champion Acquisition LLC (Numerix) | | | | | First
Lien Term Loan | | | SOFR(S) | | | 1.00% | | | 6.75% | | | 11.78% | | | 8/21/2028 | | | $698,210 | | | 686,407 | | | 686,689 | | | — | | | N
| |
GC Champion Acquisition LLC (Numerix) | | | | | First
Lien Delayed Draw Term Loan | | | SOFR(S) | | | 1.00% | | | 6.75% | | | 11.78% | | | 8/21/2028 | | | $193,947 | | | 190,650 | | | 190,747 | | | — | | | N
| |
Libra Solutions Intermediate Holdco, LLC et al (fka Oasis Financial, LLC) | | | | | Second
Lien Term Loan | | | SOFR(M) | | | 1.00% | | | 8.50% | | | 13.71% | | | 7/5/2026 | | | $17,633,544 | | | 17,418,507 | | | 17,245,606 | | | — | | | N
| |
Wealth Enhancement Group, LLC | | | 505 North Highway 169, Suite 900, Plymouth, MN | | | First
Lien Delayed Draw Term Loan | | | LIBOR(Q) | | | 1.00% | | | 6.25% | | | 11.09% | | | 10/4/2027 | | | $333,975 | | | 332,117 | | | 323,630 | | | — | | | N |
Wealth
Enhancement Group, LLC | | | 505 North Highway 169, Suite 900, Plymouth, MN | | | Sr Secured Revolver | | | SOFR(Q) | | | 1.00% | | | 6.25% | | | 11.09% | | | 10/4/2027 | | | $— | | | (107) | | | (591) | | | — | | | K/N |
Issuer | | | Address | | | Instrument | | | Ref | | | Floor | | | Spread | | | Total
Coupon | | | Maturity | | | Principal | | | Cost | | | Fair Value | | | Percentage
of Class Held(P) | | | Notes |
Worldremit
Group Limited (United Kingdom) | | | 62 Buckingham Gate LONDON, SW1E 6AJ United Kingdom | | | First
Lien Term Loan (3.0% Exit Fee) | | | SOFR(M) | | | 1.00% | | | 9.25% | | | 14.65% | | | 2/11/2025 | | | $43,629,951 | | | $43,239,188 | | | $42,539,202 | | | — | | | H/L/N
|
| | | | | | | | | | | | | | | | | | | 121,717,205 | | | 120,703,185 | | | | | |||||||||||
Diversified
Telecommunication Services | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
Aventiv
Technologies, Inc. (Securus) | | | | | Second
Lien Term Loan | | | LIBOR(S) | | | 1.00% | | | 8.25% | | | 13.98% | | | 10/31/2025 | | | $25,846,154 | | | 25,759,406 | | | 20,644,615 | | | — | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||
Electric
Utilities | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
Conergy
Asia & ME Pte. Ltd. (Singapore) | | | 8 Shenton Way #32-03 AXA Tower Singapore 068811 | | | First Lien Term
Loan | | | Fixed | | | — | | | — | | | — | | | 6/30/2024 | | | $2,110,141 | | | 2,110,141 | | | — | | | — | | | D/F/H/N
|
Kawa Solar Holdings Limited (Conergy) (Cayman Islands) | | | Hutchins Drive GEORGE TOWN, GRAND CAYMAN Cayman Island | | | Bank
Guarantee Credit Facility | | | Fixed | | | — | | | — | | | — | | | 12/31/2023 | | | $6,578,877 | | | 6,578,877 | | | 101,315 | | | — | | | D/F/H/N
|
Kawa Solar Holdings Limited (Conergy) (Cayman Islands) | | | Hutchins Drive GEORGE TOWN, GRAND CAYMAN Cayman Island | | | Revolving
Credit Facility | | | Fixed | | | — | | | — | | | — | | | 12/31/2023 | | | $5,535,517 | | | 5,535,517 | | | 1,533,338 | | | — | | | D/F/H/N
|
| | | | | | | | | | | | | | | | | | | 14,224,535 | | | 1,634,653 | | | | | |||||||||||
Health
Care Technology | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
Appriss
Health, LLC (PatientPing) | | | | | First
Lien Term Loan | | | LIBOR(M) | | | 1.00% | | | 7.25% | | | 11.90% | | | 5/6/2027 | | | $8,127,121 | | | 8,020,694 | | | 7,810,163 | | | — | | | N
| |
Appriss Health, LLC (PatientPing) | | | | | Sr
Secured Revolver | | | LIBOR(M) | | | 1.00% | | | 7.25% | | | 11.90% | | | 5/6/2027 | | | $— | | | (7,000) | | | (21,237) | | | — | | | K/N
| |
CareATC, Inc. | | | | | First
Lien Term Loan | | | SOFR(Q) | | | 1.00% | | | 7.75% | | | 13.07% | | | 3/14/2026 | | | $13,767,771 | | | 13,615,163 | | | 13,437,344 | | | — | | | N
| |
CareATC, Inc. | | | | | Sr
Secured Revolver | | | SOFR(Q) | | | 1.00% | | | 7.75% | | | 13.07% | | | 3/14/2026 | | | $— | | | (5,350) | | | (14,575) | | | — | | | K/N
| |
ESO Solutions, Inc. | | | | | First
Lien Term Loan | | | SOFR(Q) | | | 1.00% | | | 7.00% | | | 12.25% | | | 5/3/2027 | | | $23,802,071 | | | 23,445,753 | | | 22,826,186 | | | — | | | N
| |
ESO Solutions, Inc. | | | | | Sr
Secured Revolver | | | SOFR(Q) | | | 1.00% | | | 7.00% | | | 12.33% | | | 5/3/2027 | | | $1,050,166 | | | 1,027,663 | | | 978,405 | | | — | | | N
| |
Edifecs, Inc. | | | | | First
Lien Term Loan | | | SOFR(Q) | | | 1.00% | | | 7.11% | | | 12.35% | | | 9/21/2026 | | | $1,354,167 | | | 1,334,260 | | | 1,367,708 | | | — | | | N
| |
Gainwell Acquisition Corp. | | | United States | | | Second Lien Term Loan | | | SOFR(Q) | | | 1.00% | | | 8.00% | | | 13.04% | | | 10/2/2028 | | | $5,727,820 | | | 5,706,490 | | | 5,647,630 | | | — | | | N
|
Sandata Technologies, LLC | | | | | First
Lien Term Loan | | | SOFR(Q) | | | — | | | 6.00% | | | 11.50% | | | 7/23/2024 | | | $20,250,000 | | | 20,178,669 | | | 20,067,750 | | | — | | | N
| |
Sandata Technologies, LLC | | | | | Sr
Secured Revolver | | | LIBOR(Q) | | | — | | | 6.00% | | | 11.46% | | | 7/23/2024 | | | $2,250,000 | | | 2,242,534 | | | 2,229,750 | | | — | | | N
| |
| | | | | | | | | | | | | | | | | | | 75,558,876 | | | 74,329,124 | | | | | |||||||||||
Healthcare
Providers and Services | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
INH
Buyer, Inc. (IMS Health) | | | | | First
Lien Term Loan (1.5% Exit Fee) | | | SOFR(Q) | | | 1.00% | | | 3.50%
Cash + 3.50% PIK | | | 12.34% | | | 6/28/2028 | | | $4,562,528 | | | 4,488,228 | | | 3,764,086 | | | — | | | L/N
| |
Opco Borrower, LLC (Giving Home Health Care) | | | | | Sr
Secured Revolver | | | SOFR(Q) | | | 1.00% | | | 6.50% | | | 11.84% | | | 8/19/2027 | | | $— | | | (260) | | | (25) | | | — | | | K/N
| |
Opco Borrower, LLC (Giving Home Health Care) | | | | | First
Lien Term Loan | | | SOFR(Q) | | | 1.00% | | | 6.50% | | | 11.84% | | | 8/19/2027 | | | $337,305 | | | 334,450 | | | 337,035 | | | — | | | N
|
Issuer | | | Address | | | Instrument | | | Ref | | | Floor | | | Spread | | | Total
Coupon | | | Maturity | | | Principal | | | Cost | | | Fair Value | | | Percentage
of Class Held(P) | | | Notes |
PHC Buyer,
LLC (Patriot Home Care) | | | 5700 N. Broad Street, 3rd Floor Philadelphia, PA 190006 | | | First
Lien Term Loan | | | SOFR(Q) | | | 0.75% | | | 6.00% | | | 11.26% | | | 5/4/2028 | | | $10,288,638 | | | $10,117,525 | | | $10,078,749 | | | — | | | N
|
PHC Buyer, LLC (Patriot Home Care) | | | 5700 N. Broad Street, 3rd Floor Philadelphia, PA 190006 | | | First
Lien Delayed Draw Term Loan | | | SOFR(Q) | | | 0.75% | | | 6.00% | | | 11.26% | | | 5/4/2028 | | | $— | | | (64,029) | | | (80,765) | | | — | | | K/N
|
Team Services Group, LLC | | | | | Second Lien Incremental Term Loan | | | LIBOR(Q) | | | 1.00% | | | 9.00% | | | 14.27% | | | 11/13/2028 | | | $27,855,847 | | | 27,216,336 | | | 26,184,497 | | | — | | | G
| |
| | | | | | | | | | | | | | | | | | | 42,092,250 | | | 40,283,577 | | | | | |||||||||||
Hotels,
Restaurants and Leisure | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
Fishbowl,
Inc. | | | | | First
Lien Term Loan | | | SOFR(Q) | | | 1.00% | | | 5.26% | | | 10.50% | | | 5/27/2027 | | | $12,089,579 | | | 12,089,579 | | | 12,089,579 | | | — | | | F/N
| |
OCM Luxembourg Baccarat BidCo S.À R.L. (Interblock) (Slovenia) | | | | | First Lien Term Loan | | | SOFR(Q) | | | 0.75% | | | 6.25% | | | 11.48% | | | 6/3/2027 | | | $229,745 | | | 225,912 | | | 224,231 | | | — | | | H/N
| |
OCM Luxembourg Baccarat BidCo S.À R.L. (Interblock) (Slovenia) | | | | | Sr Secured Revolver | | | PRIME | | | 0.75% | | | 5.25% | | | 13.50% | | | 6/3/2027 | | | $9,260 | | | 8,966 | | | 8,815 | | | — | | | H/N
| |
Showtime Acquisition, L.L.C. (World Choice) | | | | | Sr
Secured Revolver | | | SOFR(Q) | | | 1.00% | | | 7.50% | | | 12.67% | | | 8/7/2028 | | | $— | | | (36,166) | | | (36,239) | | | — | | | K/N
| |
Showtime Acquisition, L.L.C. (World Choice) | | | | | First
Lien Delayed Draw Term Loan | | | SOFR(Q) | | | 1.00% | | | 7.50% | | | 12.67% | | | 8/7/2028 | | | $— | | | (28,939) | | | (28,991) | | | — | | | K/N
| |
Showtime Acquisition, L.L.C. (World Choice) | | | | | First
Lien Term Loan | | | SOFR(Q) | | | 1.00% | | | 7.50% | | | 12.67% | | | 8/7/2028 | | | $18,184,544 | | | 17,671,835 | | | 17,677,195 | | | — | | | N
| |
| | | | | | | | | | | | | | | | | | | 29,931,187 | | | 29,934,590 | | | | | |||||||||||
Insurance | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
AmeriLife
Holdings, LLC | | | 2650 McCormick Dr Clearwater, FL, 33759-1005 United States | | | First
Lien Term Loan | | | SOFR(S) | | | 0.75% | | | 5.75% | | | 10.88% | | | 8/31/2029 | | | $1,809,091 | | | 1,776,477 | | | 1,753,009 | | | — | | | N
|
AmeriLife Holdings, LLC | | | 2650 McCormick Dr Clearwater, FL, 33759-1005 United States | | | First
Lien Delayed Draw Term Loan | | | SOFR(S) | | | 0.75% | | | 5.75% | | | 10.62% | | | 8/31/2029 | | | $301,515 | | | 293,380 | | | 287,471 | | | — | | | N
|
AmeriLife Holdings, LLC | | | 2650 McCormick Dr Clearwater, FL, 33759-1005 United States | | | Sr
Secured Revolver | | | SOFR(S) | | | 0.75% | | | 5.75% | | | 10.99% | | | 8/31/2028 | | | $37,879 | | | 33,953 | | | 30,833 | | | — | | | N
|
Integrity Marketing Acquisition, LLC | | | | | Sr
Secured Revolver | | | SOFR(Q) | | | 0.75% | | | 6.50% | | | 11.76% | | | 8/27/2025 | | | $— | | | (645,666) | | | (41,018) | | | — | | | K/N
| |
Integrity Marketing Acquisition, LLC | | | | | First
Lien Term Loan | | | SOFR(Q) | | | 0.75% | | | 6.50% | | | 11.76% | | | 8/27/2025 | | | $10,203,292 | | | 10,055,787 | | | 10,162,479 | | | — | | | N
| |
IT Parent, LLC (Insurance Technologies) | | | | | First
Lien Term Loan | | | SOFR(M) | | | 1.00% | | | 6.25% | | | 11.45% | | | 10/1/2026 | | | $4,809,463 | | | 4,753,508 | | | 4,453,563 | | | — | | | N | |
IT
Parent, LLC (Insurance Technologies) | | | | | Sr
Secured Revolver | | | SOFR(M) | | | 1.00% | | | 6.25% | | | 11.46% | | | 10/1/2026 | | | $520,833 | | | 513,648 | | | 474,583 | | | — | | | N | |
Peter
C. Foy & Associates Insurance Services, LLC (PCF Insurance) | | | 2500 W. Executive Parkway, Suite 200 Lehi, UT, 84043 | | | First
Lien Term Loan | | | SOFR(S) | | | 0.75% | | | 6.00% | | | 11.25% | | | 11/1/2028 | | | $848,571 | | | 837,987 | | | 820,569 | | | — | | | N
|
Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance) | | | 2500 W. Executive Parkway, Suite 200 Lehi, UT, 84043 | | | First
Lien Delayed Draw Term Loan | | | SOFR(M) | | | 0.75% | | | 6.00% | | | 11.22% | | | 11/1/2028 | | | $2,123,430 | | | 2,097,176 | | | 2,053,357 | | | — | | | N
|
| | | | | | | | | | | | | | | | | | | 19,716,250 | | | 19,994,846 | | | | |
Issuer | | | Address | | | Instrument | | | Ref | | | Floor | | | Spread | | | Total
Coupon | | | Maturity | | | Principal | | | Cost | | | Fair Value | | | Percentage
of Class Held(P) | | | Notes |
Internet
and Catalog Retail | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
CommerceHub,
Inc. | | | | | First
Lien Term Loan | | | SOFR(Q) | | | 0.75% | | | 6.25% | | | 11.47% | | | 12/29/2027 | | | $959,464 | | | $898,728 | | | $899,018 | | | — | | | N
| |
Syndigo, LLC | | | | | Second
Lien Term Loan | | | LIBOR(Q) | | | 0.75% | | | 8.00% | | | 13.55% | | | 12/14/2028 | | | $12,141,870 | | | 12,004,950 | | | 10,320,589 | | | — | | | G/N | |
| | | | | | | | | | | | | | | | | | | 12,903,678 | | | 11,219,607 | | | | | |||||||||||
Internet
Software and Services | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
Acquia,
Inc. | | | | | Sr
Secured Revolver | | | LIBOR(Q) | | | 1.00% | | | 7.00% | | | 12.56% | | | 10/31/2025 | | | $1,475,232 | | | 1,460,547 | | | 1,475,232 | | | — | | | N
| |
Acquia, Inc. | | | | | First
Lien Term Loan | | | LIBOR(S) | | | 1.00% | | | 7.00% | | | 12.34% | | | 10/31/2025 | | | $25,299,735 | | | 25,050,817 | | | 25,299,735 | | | — | | | N
| |
Anaconda, Inc. | | | | | First
Lien Term Loan | | | SOFR(Q) | | | 1.00% | | | 7.50% | | | 12.73% | | | 8/22/2027 | | | $5,717,940 | | | 5,667,686 | | | 5,609,300 | | | — | | | N
| |
Astra Acquisition Corp. (Anthology) | | | | | Second
Lien Term Loan | | | SOFR(M) | | | 0.75% | | | 8.88% | | | 14.09% | | | 10/25/2029 | | | $20,715,038 | | | 20,370,737 | | | 11,548,634 | | | — | | | G
| |
Bynder Bidco, Inc. (Netherlands) | | | Max Euweplein 46, 1017 MB Amsterdam, Netherlands | | | Sr
Secured Revolver A | | | SOFR(S) | | | 1.00% | | | 7.25% | | | 12.05% | | | 1/26/2029 | | | $— | | | (6,770) | | | (6,804) | | | — | | | H/K/N
|
Bynder Bidco, Inc. (Netherlands) | | | Max Euweplein 46, 1017 MB Amsterdam, Netherlands | | | First
Lien Term Loan A | | | SOFR(S) | | | 1.00% | | | 7.25% | | | 12.05% | | | 1/26/2029 | | | $3,000,000 | | | 2,913,608 | | | 2,916,000 | | | — | | | H/N
|
Bynder Bidco B.V. (Netherlands) | | | Max Euweplein 46, 1017 MB Amsterdam, Netherlands | | | Sr
Secured Revolver B | | | SOFR(S) | | | 1.00% | | | 7.25% | | | 12.05% | | | 1/26/2029 | | | $— | | | (24,571) | | | (24,696) | | | — | | | H/K/N
|
Bynder Bidco B.V. (Netherlands) | | | Max Euweplein 46, 1017 MB Amsterdam, Netherlands | | | First
Lien Term Loan B | | | SOFR(S) | | | 1.00% | | | 7.25% | | | 12.05% | | | 1/26/2029 | | | $10,875,000 | | | 10,561,830 | | | 10,570,500 | | | — | | | H/N
|
Domo, Inc. | | | 772 East Utah Valley Drive, Amer | | | First
Lien Delayed Draw Term Loan (7.0% Exit Fee) | | | LIBOR(M) | | | 1.50% | | | 5.50%
Cash + 2.50% PIK | | | 13.50% | | | 4/1/2025 | | | $56,956,023 | | | 56,866,679 | | | 56,614,287 | | | — | | | L/N
|
Domo, Inc. | | | 772 East Utah Valley Drive, Amer | | | First
Lien PIK Term Loan | | | Fixed | | | — | | | 9.50%
PIK | | | 9.50% | | | 4/1/2025 | | | $3,262,293 | | | 772,415 | | | 3,076,342 | | | — | | | N
|
Gympass US, LLC | | | | | First
Lien Term Loan | | | SOFR(M) | | | 1.00% | | | 4.00%
Cash + 4.00% PIK | | | 13.26% | | | 7/8/2027 | | | $519,314 | | | 515,230 | | | 514,121 | | | — | | | N
| |
InMoment, Inc. | | | | | First
Lien Term Loan | | | SOFR(S) | | | 0.75% | | | 5.00%
cash + 2.50% PIK | | | 12.34% | | | 6/8/2028 | | | $7,651,471 | | | 7,521,980 | | | 7,467,836 | | | — | | | N | |
Magenta
Buyer, LLC (McAfee) | | | 6220 America Ctr Dr, San Jose, CA, 95002 | | | First Lien Incremental Term Loan | | | Fixed | | | — | | | 12.00% | | | 12.00% | | | 7/27/2028 | | | $4,206,856 | | | 3,838,741 | | | 3,460,139 | | | — | | | |
Magenta
Buyer, LLC (McAfee) | | | 6220 America Ctr Dr, San Jose, CA, 95002 | | | Second Lien Term Loan | | | LIBOR(Q) | | | 0.75% | | | 8.25% | | | 13.53% | | | 7/27/2029 | | | $20,000,000 | | | 19,766,144 | | | 13,200,000 | | | — | | | G
|
Oranje Holdco, Inc. (KnowBe4) | | | | | Sr
Secured Revolver | | | SOFR(Q) | | | 1.00% | | | 7.75% | | | 12.79% | | | 2/1/2029 | | | $— | | | (28,642) | | | (22,138) | | | — | | | K/N
| |
Oranje Holdco, Inc. (KnowBe4) | | | | | First
Lien Term Loan | | | SOFR(Q) | | | 1.00% | | | 7.75% | | | 12.79% | | | 2/1/2029 | | | $9,838,988 | | | 9,610,892 | | | 9,661,886 | | | — | | | N
| |
Persado, Inc. | | | | | First
Lien Delayed Draw Term Loan (6.575% Exit Fee) | | | SOFR(M) | | | 1.80% | | | 7.50% | | | 12.66% | | | 6/10/2027 | | | $7,464,767 | | | 7,425,271 | | | 6,837,726 | | | — | | | N
| |
Persado, Inc. | | | | | First
Lien Term Loan (6.575% Exit Fee) | | | SOFR(M) | | | 1.80% | | | 7.50% | | | 12.66% | | | 6/10/2027 | | | $7,317,617 | | | 7,234,335 | | | 6,702,937 | | | — | | | L/N
| |
Pluralsight, Inc. | | | | | First
Lien Term Loan | | | SOFR(Q) | | | 1.00% | | | 8.00% | | | 13.04% | | | 4/6/2027 | | | $32,582,872 | | | 32,124,543 | | | 31,084,060 | | | — | | | N
|
Issuer | | | Address | | | Instrument | | | Ref | | | Floor | | | Spread | | | Total
Coupon | | | Maturity | | | Principal | | | Cost | | | Fair Value | | | Percentage
of Class Held(P) | | | Notes |
Pluralsight, Inc. | | | | | Sr Secured Revolver | | | SOFR(Q) | | | 1.00% | | | 8.00% | | | 13.04% | | | 4/6/2027 | | | $1,208,564 | | | $1,177,779 | | | $1,097,376 | | | — | | | N
| |
Quartz Holding Company (Quick Base) | | | | | Second
Lien Term Loan | | | SOFR(M) | | | — | | | 8.00% | | | 13.20% | | | 4/2/2027 | | | $9,903,019 | | | 9,789,288 | | | 9,853,504 | | | — | | | N
| |
Reveal Data Corporation et al | | | | | First Lien FILO Term Loan | | | SOFR(S) | | | 1.00% | | | 6.50% | | | 10.22% | | | 3/9/2028 | | | $8,143,975 | | | 7,981,900 | | | 7,939,561 | | | — | | | N | |
ResearchGate
GmBH (Germany) | | | Chausseestr. 20 10115 Berlin Germany | | | First Lien Term Loan (4.0% Exit Fee) | | | EURIBOR(M) | | | — | | | 8.55% | | | 11.80% | | | 10/1/2024 | | | $7,500,000 | | | 8,258,858 | | | 7,987,757 | | | — | | | H/L/N/O
|
Sailpoint Technologies Holdings, Inc. | | | | | First
Lien Term Loan | | | SOFR(M) | | | 0.75% | | | 6.25% | | | 11.35% | | | 8/16/2029 | | | $462,462 | | | 454,107 | | | 459,549 | | | — | | | N
| |
Sailpoint Technologies Holdings, Inc. | | | | | Sr
Secured Revolver | | | SOFR(M) | | | 0.75% | | | 6.25% | | | 11.35% | | | 8/16/2028 | | | $— | | | (642) | | | (278) | | | — | | | K/N
| |
Spartan Bidco Pty Ltd (StarRez) (Australia) | | | 660 Spencer Street, West Melbourne, Victoria 3003, Australia | | | First
Lien Incremental Term Loan | | | SOFR(Q) | | | 0.75% | | | 0.75%
Cash + 6.25% PIK | | | 12.22% | | | 1/24/2028 | | | $524,983 | | | 516,320 | | | 515,533 | | | — | | | H/I/N
|
Suited Connector, LLC | | | | | Sr
Secured Revolver | | | SOFR(S) | | | 1.00% | | | 6.00%
Cash + 2.00% PIK | | | 13.36% | | | 12/1/2027 | | | $578,466 | | | 569,616 | | | 421,124 | | | — | | | N
| |
Suited Connector, LLC | | | | | First
Lien Term Loan | | | SOFR(S) | | | 1.00% | | | 6.00%
Cash + 2.00% PIK | | | 13.31% | | | 12/1/2027 | | | $3,507,841 | | | 3,451,388 | | | 2,553,708 | | | — | | | N
| |
| | | | | | | | | | | | | | | | | | | 243,840,086 | | | 226,812,931 | | | | | |||||||||||
IT
Services | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
Avalara,
Inc. | | | | | Sr
Secured Revolver | | | SOFR(Q) | | | 0.75% | | | 7.25% | | | 12.49% | | | 10/19/2028 | | | $— | | | (995) | | | (225) | | | — | | | K/N
| |
Avalara, Inc. | | | | | First
Lien Term Loan | | | SOFR(Q) | | | 0.75% | | | 7.25% | | | 12.49% | | | 10/19/2028 | | | $450,000 | | | 439,893 | | | 447,750 | | | — | | | N
| |
Ensono, Inc. | | | | | Second
Lien Term Loan B | | | SOFR(M) | | | — | | | 8.00% | | | 13.22% | | | 5/28/2029 | | | $15,000,000 | | | 14,889,462 | | | 13,605,000 | | | — | | | G/N
| |
Madison Logic Holdings, Inc. | | | | | Sr
Secured Revolver | | | SOFR(Q) | | | 1.00% | | | 7.00% | | | 12.24% | | | 12/30/2027 | | | $— | | | (28,924) | | | (28,889) | | | — | | | K/N
| |
Madison Logic Holdings, Inc. | | | | | First
Lien Term Loan | | | SOFR(Q) | | | 1.00% | | | 7.00% | | | 12.24% | | | 12/29/2028 | | | $14,871,364 | | | 14,448,160 | | | 14,469,837 | | | — | | | N
| |
Serrano Parent, LLC (Sumo Logic) | | | | | Sr
Secured Revolver | | | SOFR(Q) | | | 1.00% | | | 6.51% | | | 11.60% | | | 5/13/2030 | | | $— | | | (2,208) | | | (1,620) | | | — | | | K/N
| |
Serrano Parent, LLC (Sumo Logic) | | | | | First
Lien Term Loan | | | SOFR(Q) | | | 1.00% | | | 6.50% | | | 11.59% | | | 5/13/2030 | | | $900,000 | | | 877,546 | | | 883,800 | | | — | | | N
| |
Xactly Corporation | | | | | Sr
Secured Revolver | | | SOFR(Q) | | | 1.00% | | | 7.35% | | | 12.47% | | | 7/31/2025 | | | $— | | | — | | | — | | | — | | | N
| |
Xactly Corporation | | | | | First
Lien Incremental Term Loan | | | SOFR(Q) | | | 1.00% | | | 7.35% | | | 12.61% | | | 7/31/2025 | | | $14,671,682 | | | 14,671,682 | | | 14,671,682 | | | — | | | N
| |
| | | | | | | | | | | | | | | | | | | 45,294,616 | | | 44,047,335 | | | | | |||||||||||
Leisure
Products | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
Blue
Star Sports Holdings, Inc. | | | | | First
Lien Delayed Draw Term Loan | | | SOFR(Q) | | | 1.00% | | | 5.75%
cash + 3.50% PIK | | | 14.49% | | | 6/15/2024 | | | $68,203 | | | 68,002 | | | 65,625 | | | — | | | N
| |
Blue Star Sports Holdings, Inc. | | | | | Sr
Secured Revolver | | | SOFR(Q) | | | 1.00% | | | 5.75%
cash + 3.50% PIK | | | 14.49% | | | 6/15/2024 | | | $135,884 | | | 135,484 | | | 130,748 | | | — | | | N
| |
Blue Star Sports Holdings, Inc. | | | | | First
Lien Term Loan | | | SOFR(Q) | | | 1.00% | | | 5.75%
cash + 3.50% PIK | | | 14.45% | | | 6/15/2024 | | | $1,870,684 | | | 1,864,037 | | | 1,799,972 | | | — | | | N
| |
Peloton Interactive, Inc. | | | | | First
Lien Term Loan | | | SOFR(S) | | | 0.50% | | | 7.00% | | | 12.26% | | | 5/25/2027 | | | $99,000 | | | 96,027 | | | 98,897 | | | — | | | G/J | |
| | | | | | | | | | | | | | | | | | | 2,163,550 | | | 2,095,242 | | | | |
Issuer | | | Address | | | Instrument | | | Ref | | | Floor | | | Spread | | | Total
Coupon | | | Maturity | | | Principal | | | Cost | | | Fair Value | | | Percentage
of Class Held(P) | | | Notes |
Life
Sciences Tools & Services | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
Alcami
Corporation | | | | | First
Lien Delayed Draw Term Loan | | | SOFR(M) | | | 1.00% | | | 7.00% | | | 12.20% | | | 12/21/2028 | | | $— | | | $(17,538) | | | $(5,463) | | | — | | | K/N
| |
Alcami Corporation | | | | | Sr
Secured Revolver | | | SOFR(M) | | | 1.00% | | | 7.00% | | | 12.20% | | | 12/21/2028 | | | $— | | | (27,982) | | | (8,740) | | | — | | | K/N
| |
Alcami Corporation | | | | | First
Lien Term Loan | | | SOFR(M) | | | 1.00% | | | 7.00% | | | 12.20% | | | 12/21/2028 | | | $6,522,411 | | | 6,307,861 | | | 6,457,187 | | | — | | | N
| |
| | | | | | | | | | | | | | | | | | | 6,262,341 | | | 6,442,984 | | | | | |||||||||||
Machinery | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
Sonny’s
Enterprises, LLC | | | | | First
Lien Term Loan | | | SOFR(Q) | | | 1.00% | | | 6.90% | | | 11.96% | | | 8/5/2028 | | | $13,662,726 | | | 13,390,691 | | | 13,403,134 | | | — | | | N
| |
| | | | | | | | | | | | | | | | | | | 13,390,691 | | | 13,403,134 | | | | | |||||||||||
Media | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
Khoros,
LLC (Lithium) | | | | | First
Lien Term Loan | | | SOFR(Q) | | | 1.00% | | | 8.00% | | | 13.08% | | | 1/3/2024 | | | $28,016,636 | | | 27,862,280 | | | 26,699,855 | | | — | | | N
| |
Khoros, LLC (Lithium) | | | | | Sr Secured Revolver | | | SOFR(Q) | | | 1.00% | | | 8.00% | | | 13.08% | | | 1/3/2024 | | | $1,156,962 | | | 1,146,491 | | | 1,079,281 | | | — | | | N
| |
NEP Group, Inc. et al | | | | | Second
Lien Term Loan | | | SOFR(M) | | | — | | | 7.00% | | | 12.22% | | | 10/19/2026 | | | $14,500,000 | | | 14,149,274 | | | 10,627,340 | | | — | | | G
| |
Quora, Inc. | | | | | First
Lien Term Loan (4.0% Exit Fee) | | | Fixed | | | — | | | — | | | 10.10% | | | 5/1/2024 | | | $12,819,528 | | | 12,770,895 | | | 12,356,883 | | | — | | | L/N
| |
Streamland Media Midco LLC | | | | | First
Lien Term Loan | | | SOFR(Q) | | | 1.00% | | | 6.75% | | | 12.06% | | | 8/31/2023 | | | $377,150 | | | 376,011 | | | 362,064 | | | — | | | N
| |
Terraboost Media Operating Company, LLC | | | | | First Lien Term Loan | | | SOFR(Q) | | | 1.00% | | | 6.50% | | | 11.89% | | | 8/23/2026 | | | $10,372,008 | | | 10,223,774 | | | 9,511,131 | | | — | | | N
| |
| | | | | | | | | | | | | | | | | | | 66,528,725 | | | 60,636,554 | | | | | |||||||||||
Oil,
Gas and Consumable Fuels | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
Iracore
International Holdings, Inc. | | | | | First
Lien Term Loan | | | LIBOR(Q) | | | 1.00% | | | 9.00% | | | 14.25% | | | 4/12/2024 | | | $1,324,151 | | | 1,324,151 | | | 1,324,151 | | | — | | | B/N
| |
| | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||
Paper
and Forest Products | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
Alpine
Acquisition Corp II (48Forty) | | | | | First
Lien Term Loan | | | SOFR(M) | | | 1.00% | | | 5.75% | | | 11.01% | | | 11/30/2026 | | | $20,261,018 | | | 19,944,249 | | | 19,681,553 | | | — | | | N
| |
Alpine Acquisition Corp II (48Forty) | | | | | Sr
Secured Revolver | | | SOFR(M) | | | 1.00% | | | 5.75% | | | 11.01% | | | 11/30/2026 | | | $35,814 | | | 31,894 | | | 30,693 | | | — | | | N
| |
FSK Pallet Holding Corp. (Kamps) | | | | | First
Lien Term Loan | | | SOFR(Q) | | | 1.25% | | | 6.00% | | | 11.04% | | | 12/23/2026 | | | $10,466,067 | | | 10,182,202 | | | 10,149,992 | | | — | | | N
| |
| | | | | | | | | | | | | | | | | | | 30,158,345 | | | 29,862,238 | | | | | |||||||||||
Professional
Services | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
Applause
App Quality, Inc. | | | | | First
Lien Term Loan | | | SOFR(S) | | | 1.00% | | | 5.00% | | | 10.30% | | | 9/20/2025 | | | $15,205,443 | | | 15,202,086 | | | 15,205,443 | | | — | | | N
| |
Applause App Quality, Inc. | | | | | Sr Secured Revolver | | | SOFR(S) | | | 1.00% | | | 5.00% | | | 10.30% | | | 9/20/2025 | | | $— | | | (6,415) | | | — | | | — | | | N
| |
CIBT Solutions, Inc. | | | | | Second
Lien Term Loan | | | LIBOR(Q) | | | 1.00% | | | 1.00%
Cash + 6.75% PIK | | | 7.75% | | | 6/1/2025 | | | $8,146,376 | | | 7,567,314 | | | 4,419,409 | | | — | | | C/G
| |
DTI Holdco, Inc. (Epiq Systems, Inc.) | | | | | Second
Lien Term Loan | | | SOFR(Q) | | | 0.75% | | | 7.75% | | | 12.80% | | | 4/26/2030 | | | $7,500,000 | | | 7,373,964 | | | 6,562,500 | | | — | | | G/N | |
GI
Consilio Parent, LLC | | | 1828 L St. NW Suite 1070 Washington D.C. 20036 | | | Second
Lien Term Loan | | | LIBOR(M) | | | 0.50% | | | 7.50% | | | 12.69% | | | 5/14/2029 | | | $10,000,000 | | | 9,932,327 | | | 9,770,000 | | | — | | | G/N
|
Issuer | | | Address | | | Instrument | | | Ref | | | Floor | | | Spread | | | Total
Coupon | | | Maturity | | | Principal | | | Cost | | | Fair Value | | | Percentage
of Class Held(P) | | | Notes |
ICIMS, Inc. | | | | | First Lien Delayed Draw Term Loan | | | SOFR(Q) | | | 0.75% | | | 3.38%
Cash + 3.88% PIK | | | 12.38% | | | 8/18/2028 | | | $83,385 | | | $83,384 | | | $75,637 | | | — | | | N
| |
ICIMS, Inc. | | | | | Sr
Secured Revolver | | | SOFR(Q) | | | 0.75% | | | 6.75% | | | 11.99% | | | 8/18/2028 | | | $66,269 | | | 60,323 | | | 63,492 | | | — | | | N
| |
ICIMS, Inc. | | | | | First
Lien Term Loan | | | SOFR(Q) | | | 0.75% | | | 3.38%
Cash + 3.88% PIK | | | 12.38% | | | 8/18/2028 | | | $4,166,667 | | | 4,102,488 | | | 4,137,500 | | | — | | | N
| |
ICIMS, Inc. | | | | | First
Lien Incremental Term Loan | | | SOFR(Q) | | | 0.75% | | | 7.25% | | | 12.38% | | | 8/18/2028 | | | $4,449,002 | | | 4,378,332 | | | 4,420,528 | | | — | | | N
| |
JobandTalent USA, Inc. (United Kingdom) | | | 199 Bishopgate, Spitalfields, London EC2M 3TY United Kingdom | | | First
Lien Delayed Draw Term Loan (3.0% Exit Fee) | | | SOFR(M) | | | 1.00% | | | 8.75% | | | 13.96% | | | 2/17/2025 | | | $18,590,586 | | | 18,409,938 | | | 18,218,775 | | | — | | | |
JobandTalent
USA, Inc. (United Kingdom) | | | 199 Bishopgate, Spitalfields, London EC2M 3TY United Kingdom | | | First Lien Term Loan (3.0% Exit Fee) | | | SOFR(M) | | | 1.00% | | | 8.75% | | | 13.96% | | | 2/17/2025 | | | $26,409,413 | | | 26,129,323 | | | 25,881,225 | | | — | | | |
VT
TopCo, Inc. (Veritext) | | | | | Second
Lien Term Loan | | | SOFR(M) | | | 0.75% | | | 6.75% | | | 11.97% | | | 8/4/2026 | | | $2,666,667 | | | 2,655,603 | | | 2,546,667 | | | — | | | G
| |
| | | | | | | | | | | | | | | | | | | 95,888,667 | | | 91,301,176 | | | | | |||||||||||
Real
Estate Management and Development | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
Greystone
Affordable Housing Initiatives, LLC | | | | | First
Lien Delayed Draw Term Loan | | | LIBOR(S) | | | 1.25% | | | 6.00% | | | 11.14% | | | 3/2/2026 | | | $4,666,667 | | | 4,666,667 | | | 4,615,333 | | | — | | | I/N
| |
Greystone Select Company II, LLC (Passco) | | | | | First
Lien Term Loan | | | SOFR(M) | | | 1.50% | | | 6.50% | | | 11.72% | | | 3/21/2027 | | | $8,181,818 | | | 8,045,130 | | | 8,078,727 | | | — | | | N | |
| | | | | | | | | | | | | | | | | | | 12,711,797 | | | 12,694,060 | | | | | |||||||||||
Road
and Rail | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
Motive
Technologies, Inc. (fka Keep Truckin, Inc.) | | | | | First
Lien Incremental Term Loan | | | SOFR(S) | | | 1.00% | | | 7.68% | | | 12.81% | | | 4/8/2025 | | | $10,119,063 | | | 10,029,065 | | | 10,017,872 | | | — | | | N
| |
Motive Technologies, Inc. (fka Keep Truckin, Inc.) | | | | | First
Lien Term Loan | | | SOFR(S) | | | 1.00% | | | 7.25% | | | 12.81% | | | 4/8/2025 | | | $29,880,937 | | | 29,640,936 | | | 29,582,128 | | | — | | | N
| |
| | | | | | | | | | | | | | | | | | | 39,670,001 | | | 39,600,000 | | | | | |||||||||||
Semiconductors
and Semiconductor Equipment | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
Emerald
Technologies (U.S.) AcquisitionCo, Inc. | | | | | First
Lien Term Loan | | | SOFR(Q) | | | 1.00% | | | 6.25% | | | 11.66% | | | 12/29/2027 | | | $5,424,917 | | | 5,335,673 | | | 5,235,045 | | | — | | | G/N
| |
Emerald Technologies (U.S.) AcquisitionCo, Inc. | | | | | Sr Secured Revolver | | | SOFR(M) | | | 1.00% | | | 6.00% | | | 11.22% | | | 12/29/2026 | | | $1,215,787 | | | 1,011,097 | | | 1,086,300 | | | — | | | G/N
| |
| | | | | | | | | | | | | | | | | | | 6,346,770 | | | 6,321,345 | | | | | |||||||||||
Software | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
Aerospike,
Inc. | | | | | First
Lien Term Loan (0.50% Exit Fee) | | | SOFR(M) | | | 1.00% | | | 7.50% | | | 12.72% | | | 12/29/2025 | | | $6,933,486 | | | 6,890,805 | | | 6,841,271 | | | — | | | L/N
| |
Aerospike, Inc. | | | | | First
Lien Delayed Draw Term Loan (0.50% Exit Fee) | | | SOFR(M) | | | 1.00% | | | 7.50% | | | 12.75% | | | 12/29/2025 | | | $2,539,229 | | | 2,495,742 | | | 2,505,457 | | | — | | | L/N
| |
Aerospike, Inc. | | | | | First
Lien Delayed Draw Term Loan (0.50% Exit Fee) | | | SOFR(M) | | | 1.00% | | | 7.50% | | | 12.75% | | | 12/29/2025 | | | $485,546 | | | 463,172 | | | 479,137 | | | — | | | L/N
|
Issuer | | | Address | | | Instrument | | | Ref | | | Floor | | | Spread | | | Total
Coupon | | | Maturity | | | Principal | | | Cost | | | Fair Value | | | Percentage
of Class Held(P) | | | Notes |
AlphaSense, Inc. | | | | | First Lien Term Loan | | | SOFR(M) | | | 1.00% | | | 7.00% | | | 12.19% | | | 3/11/2027 | | | $25,095,612 | | | $24,896,305 | | | $25,078,045 | | | — | | | N
| |
Aras Corporation | | | | | Sr
Secured Revolver | | | LIBOR(Q) | | | 1.00% | | | 6.50% | | | 11.66% | | | 4/13/2027 | | | $581,555 | | | 570,454 | | | 552,768 | | | — | | | N
| |
Aras Corporation | | | | | First
Lien Term Loan | | | LIBOR(Q) | | | 1.00% | | | 3.50%
Cash + 3.25% PIK | | | 11.99% | | | 4/13/2027 | | | $12,857,967 | | | 12,708,979 | | | 12,433,654 | | | — | | | N
| |
Backoffice Associates Holdings, LLC (Syniti) | | | | | Sr Secured Revolver | | | PRIME | | | 1.00% | | | 6.75% | | | 15.00% | | | 4/30/2026 | | | $1,714,586 | | | 1,683,568 | | | 1,714,586 | | | — | | | N
| |
Backoffice Associates Holdings, LLC (Syniti) | | | | | First Lien Term Loan | | | SOFR(S) | | | 1.00% | | | 7.75% | | | 13.03% | | | 4/30/2026 | | | $12,751,345 | | | 12,523,499 | | | 12,776,848 | | | — | | | N
| |
Certify, Inc. | | | | | First
Lien Delayed Draw Term Loan | | | LIBOR(M) | | | 1.00% | | | 5.50% | | | 10.75% | | | 2/28/2024 | | | $3,188,631 | | | 3,182,877 | | | 3,188,631 | | | — | | | N
| |
Certify, Inc. | | | | | First
Lien Term Loan | | | LIBOR(M) | | | 1.00% | | | 5.50% | | | 10.75% | | | 2/28/2024 | | | $23,383,293 | | | 23,382,252 | | | 23,383,293 | | | — | | | N
| |
Certify, Inc. | | | | | Sr
Secured Revolver | | | LIBOR(M) | | | 1.00% | | | 5.50% | | | 10.75% | | | 2/28/2024 | | | $265,719 | | | 263,667 | | | 265,719 | | | — | | | N
| |
Bonterra LLC (fka CyberGrants Holdings, LLC) | | | | | First Lien Term Loan | | | LIBOR(Q) | | | 0.75% | | | 6.00% | | | 11.79% | | | 9/8/2027 | | | $2,833,333 | | | 2,801,462 | | | 2,753,717 | | | — | | | N
| |
Bonterra LLC (fka CyberGrants Holdings, LLC) | | | | | First Lien Delayed Draw Term Loan | | | LIBOR(Q) | | | 0.75% | | | 6.00% | | | 11.79% | | | 9/8/2027 | | | $81,168 | | | 78,239 | | | 73,362 | | | — | | | N
| |
Bonterra LLC (fka CyberGrants Holdings, LLC) | | | | | Sr Secured Revolver | | | LIBOR(Q) | | | 0.75% | | | 6.00% | | | 11.72% | | | 9/8/2027 | | | $273,311 | | | 270,289 | | | 265,505 | | | — | | | N
| |
Disco Parent, Inc. (Duck Creek Technologies) | | | | | Sr Secured Revolver | | | SOFR(Q) | | | 1.00% | | | 7.50% | | | 12.76% | | | 3/30/2029 | | | $— | | | (2,180) | | | (1,455) | | | — | | | K/N
| |
Disco Parent, Inc. (Duck Creek Technologies) | | | | | First Lien Term Loan | | | SOFR(Q) | | | 1.00% | | | 7.50% | | | 12.76% | | | 3/30/2029 | | | $909,091 | | | 886,822 | | | 894,545 | | | — | | | N
| |
Elastic Path Software, Inc. (Canada) | | | 16th Floor 555 Burrard Street Vancouver, British Columbia V7X 1M8 Canada | | | First
Lien Delayed Draw Term Loan | | | SOFR(Q) | | | 1.00% | | | 7.50% | | | 12.99% | | | 1/6/2026 | | | $2,758,041 | | | 2,735,737 | | | 2,749,767 | | | — | | | H/N |
Elastic
Path Software, Inc. (Canada) | | | 16th Floor 555 Burrard Street Vancouver, British Columbia V7X 1M8 Canada | | | First
Lien Term Loan | | | SOFR(Q) | | | 1.00% | | | 7.50% | | | 12.70% | | | 1/6/2026 | | | $5,432,783 | | | 5,398,990 | | | 5,416,485 | | | — | | | H/N |
Fusion
Risk Management, Inc. | | | | | Sr
Secured Revolver | | | SOFR(Q) | | | 1.00% | | | 7.00% | | | 12.13% | | | 8/30/2028 | | | $— | | | (2,107) | | | (2,036) | | | — | | | K/N
| |
Fusion Risk Management, Inc. | | | | | First
Lien Term Loan | | | SOFR(Q) | | | 1.00% | | | 3.50%
Cash + 4.00% PIK | | | 12.63% | | | 8/30/2028 | | | $892,857 | | | 875,131 | | | 875,893 | | | — | | | N
| |
Grey Orange Incorporated | | | | | First
Lien Term Loan (3.75% Exit Fee) | | | SOFR(Q) | | | 1.00% | | | 7.25% | | | 12.58% | | | 5/6/2026 | | | $4,190,378 | | | 4,157,145 | | | 4,145,122 | | | — | | | L/N | |
Grey
Orange Incorporated | | | | | First
Lien Delayed Draw Term Loan (3.75% Exit Fee) | | | SOFR(Q) | | | 1.00% | | | 7.25% | | | 12.58% | | | 5/6/2026 | | | $4,190,378 | | | 4,159,926 | | | 4,145,122 | | | — | | | L/N | |
GTY
Technology Holdings Inc. | | | | | First
Lien Term Loan | | | SOFR(Q) | | | 0.75% | | | 2.58%
Cash + 4.30% PIK | | | 12.12% | | | 7/9/2029 | | | $264,868 | | | 260,446 | | | 263,093 | | | — | | | N
| |
GTY Technology Holdings Inc. | | | | | First
Lien Delayed Draw Term Loan | | | SOFR(Q) | | | 0.75% | | | 2.58%
Cash + 4.30% PIK | | | 12.10% | | | 7/9/2029 | | | $204,651 | | | 201,170 | | | 203,280 | | | — | | | N
| |
GTY Technology Holdings Inc. | | | | | Sr
Secured Revolver | | | SOFR(Q) | | | 0.75% | | | 6.25% | | | 11.47% | | | 7/9/2029 | | | $— | | | (799) | | | (309) | | | — | | | K/N
|
Issuer | | | Address | | | Instrument | | | Ref | | | Floor | | | Spread | | | Total
Coupon | | | Maturity | | | Principal | | | Cost | | | Fair Value | | | Percentage
of Class Held(P) | | | Notes |
Integrate.com,
Inc. (Infinity Data, Inc.) | | | | | First
Lien Term Loan | | | SOFR(M) | | | 1.00% | | | 3.00%
Cash + 3.00% PIK | | | 11.20% | | | 12/17/2027 | | | $3,934,418 | | | $3,874,962 | | | $3,794,353 | | | — | | | N
| |
Integrate.com, Inc. (Infinity Data, Inc.) | | | | | First
Lien Delayed Draw Term Loan | | | SOFR(M) | | | 1.00% | | | 3.00%
Cash + 3.00% PIK | | | 11.19% | | | 12/17/2027 | | | $250,000 | | | 239,968 | | | 226,267 | | | — | | | N
| |
Integrate.com, Inc. (Infinity Data, Inc.) | | | | | Sr
Secured Revolver | | | SOFR(M) | | | 1.00% | | | 6.00% | | | 11.19% | | | 12/17/2027 | | | $— | | | (4,992) | | | (11,867) | | | — | | | K/N
| |
JOBVITE, Inc. (Employ, Inc.) | | | | | First
Lien Term Loan | | | SOFR(S) | | | 0.75% | | | 8.00% | | | 13.07% | | | 8/7/2028 | | | $1,000,000 | | | 977,799 | | | 976,500 | | | — | | | N
| |
Kaseya, Inc. | | | | | First
Lien Term Loan | | | SOFR(M) | | | 0.75% | | | 3.75%
Cash + 2.50% PIK | | | 11.35% | | | 6/25/2029 | | | $1,635,938 | | | 1,614,150 | | | 1,591,767 | | | — | | | N
| |
Kaseya, Inc. | | | | | First
Lien Delayed Draw Term Loan | | | SOFR(M) | | | 0.75% | | | 3.75%
Cash + 2.50% PIK | | | 11.36% | | | 6/25/2029 | | | $6,100 | | | 4,817 | | | 3,400 | | | — | | | N
| |
Kaseya, Inc. | | | | | Sr
Secured Revolver | | | SOFR(M) | | | 0.75% | | | (3.75%
Cash + 2.50% PIK | | | 11.36% | | | 6/25/2029 | | | $25,000 | | | 23,715 | | | 22,300 | | | — | | | N
| |
Kong Inc. | | | | | First
Lien Term Loan | | | SOFR(M) | | | 1.00% | | | 5.50%
Cash + 3.25% PIK | | | 14.02% | | | 11/1/2027 | | | $6,295,053 | | | 6,176,562 | | | 6,233,990 | | | — | | | N
| |
Nvest, Inc. (SigFig) | | | | | First Lien Term Loan | | | SOFR(S) | | | 1.00% | | | 7.50% | | | 13.15% | | | 9/15/2025 | | | $6,798,242 | | | 6,728,514 | | | 6,590,216 | | | — | | | N
| |
Oversight Systems, Inc. | | | | | First
Lien Incremental Delayed Draw Term Loan | | | SOFR(M) | | | 1.00% | | | 7.85% | | | 12.95% | | | 9/24/2026 | | | $— | | | (4,086) | | | (4,062) | | | — | | | K/N
| |
Oversight Systems, Inc. | | | | | First
Lien Term Loan | | | SOFR(M) | | | 1.00% | | | 7.85% | | | 12.95% | | | 9/24/2026 | | | $212,667 | | | 208,558 | | | 208,605 | | | — | | | N
| |
Oversight Systems, Inc. | | | | | First
Lien Term Loan | | | SOFR(M) | | | 1.00% | | | 7.75% | | | 14.70% | | | 9/24/2026 | | | $4,489,882 | | | 4,429,621 | | | 4,404,125 | | | — | | | N
| |
SEP Raptor Acquisition, Inc. (Loopio) (Canada) | | | 40 King Street West, Suite 2100, Toronto, ON M5H 3C2 Canada | | | First
Lien Term Loan | | | SOFR(Q) | | | 1.00% | | | 0.07 | | | 12.89% | | | 3/31/2027 | | | $10,872,518 | | | 10,730,830 | | | 10,676,813 | | | — | | | H/N
|
SEP Raptor Acquisition, Inc. (Loopio) (Canada) | | | 40 King Street West, Suite 2100, Toronto, ON M5H 3C2 Canada | | | Sr
Secured Revolver | | | SOFR(Q) | | | 1.00% | | | 0.07 | | | 12.89% | | | 3/31/2027 | | | $— | | | (14,585) | | | (20,939) | | | — | | | H/K/N
|
SEP Eiger BidCo Ltd. (Beqom) (Switzerland) | | | Rue de la Colombiere 28, 1260 Nyon | | | First
Lien Term Loan | | | SOFR(Q) | | | 1.00% | | | 3.00%
Cash + 3.50% PIK | | | 11.54% | | | 5/9/2028 | | | $15,987,756 | | | 15,721,882 | | | 15,840,668 | | | — | | | H/N
|
SEP Eiger BidCo Ltd. (Beqom) (Switzerland) | | | Rue de la Colombiere 28, 1260 Nyon | | | Sr
Secured Revolver | | | SOFR(Q) | | | 1.00% | | | 6.50% | | | 11.54% | | | 5/9/2028 | | | $— | | | (25,977) | | | (14,736) | | | — | | | H/K/N
|
Superman Holdings, LLC (Foundation Software) | | | | | First Lien Term Loan | | | SOFR(Q) | | | 1.00% | | | 5.75% | | | 10.99% | | | 8/31/2027 | | | $10,124,526 | | | 9,963,004 | | | 9,911,911 | | | — | | | N
| |
Superman Holdings, LLC (Foundation Software) | | | | | Sr Secured Revolver | | | SOFR(Q) | | | 1.00% | | | 5.75% | | | 10.99% | | | 8/31/2026 | | | $— | | | (16,667) | | | (26,377) | | | — | | | K/N
| |
Syntellis Parent, LLC (Axiom Software) | | | | | First
Lien Term Loan | | | SOFR(M) | | | 0.75% | | | 6.50% | | | 11.60% | | | 8/2/2027 | | | $20,865,900 | | | 20,453,795 | | | 20,406,851 | | | — | | | N | |
Tessian,
Inc. (United Kingdom) | | | 15 Worship Street, 4th Floor, London, EC2A 2DT, United Kingdom | | | First Lien Term Loan | | | SOFR(Q) | | | 1.00% | | | 8.00% | | | 13.26% | | | 3/15/2028 | | | $1,000,000 | | | 980,771 | | | 981,000 | | | — | | | H/N
|
Zendesk Inc. | | | | | First
Lien Delayed Draw Term Loan | | | SOFR(Q) | | | 0.75% | | | 3.50%
Cash + 3.50% PIK | | | 12.25% | | | 11/22/2028 | | | $— | | | (1,718) | | | (287) | | | — | | | K/N
| |
Zendesk Inc. | | | | | Sr
Secured Revolver | | | SOFR(Q) | | | 0.75% | | | 6.50% | | | 11.75% | | | 11/22/2028 | | | $— | | | (709) | | | (118) | | | — | | | K/N
|
Issuer | | | Address | | | Instrument | | | Ref | | | Floor | | | Spread | | | Total
Coupon | | | Maturity | | | Principal | | | Cost | | | Fair Value | | | Percentage
of Class Held(P) | | | Notes |
Zendesk Inc. | | | | | First Lien Term Loan | | | SOFR(Q) | | | 0.75% | | | 3.50%
Cash + 3.50% PIK | | | 12.25% | | | 11/22/2028 | | | $385,353 | | | $378,433 | | | $384,197 | | | — | | | N
| |
Zilliant Incorporated | | | | | First
Lien Term Loan | | | LIBOR(M) | | | 0.75% | | | 2.00%
Cash + 4.50% PIK | | | 11.65% | | | 12/21/2027 | | | $1,586,831 | | | 1,563,715 | | | 1,505,902 | | | — | | | N
| |
Zilliant Incorporated | | | | | First
Lien Delayed Draw Term Loan | | | LIBOR(M) | | | 0.75% | | | 2.00%
Cash + 4.50% PIK | | | 11.65% | | | 12/21/2027 | | | $— | | | (5,536) | | | (18,889) | | | — | | | K/N
| |
Zilliant Incorporated | | | | | Sr
Secured Revolver | | | LIBOR(M) | | | 0.75% | | | 6.00% | | | 11.15% | | | 12/21/2027 | | | $— | | | (2,214) | | | (7,556) | | | — | | | K/N
| |
| | | | | | | | | | | | | | | | | | | 194,876,203 | | | 194,655,534 | | | | | |||||||||||
Specialty
Retail | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
Calceus
Acquisition, Inc. (Cole Haan) | | | 150 Ocean Rd., Greenland, US-NH, 03840, US | | | First Lien Term Loan
B | | | LIBOR(Q) | | | — | | | 5.50% | | | 11.04% | | | 2/12/2025 | | | $878,210 | | | 840,951 | | | 850,033 | | | — | | | G
|
Calceus Acquisition, Inc. (Cole Haan) | | | 150 Ocean Rd., Greenland, US-NH, 03840, US | | | First
Lien Sr Secured Notes | | | Fixed | | | — | | | 9.75% | | | 9.75% | | | 2/19/2025 | | | $20,000,000 | | | 19,761,473 | | | 19,760,000 | | | — | | | G/N
|
Hanna Andersson, LLC | | | | | First
Lien Term Loan | | | LIBOR(M) | | | 1.00% | | | 6.00% | | | 11.15% | | | 7/2/2026 | | | $4,581,250 | | | 4,523,118 | | | 4,219,331 | | | — | | | N
| |
| | | | | | | | | | | | | | | | | | | 25,125,542 | | | 24,829,364 | | | | | |||||||||||
Technology
Hardware, Storage & Peripherals | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
SumUp
Holdings Luxembourg S.A.R.L. (United Kingdom) | | | 41, Avenue de la Gare, L-1611 Luxembourg United Kingdom | | | First Lien Delayed Draw Term Loan | | | SOFR(Q) | | | 1.00% | | | 7.00% | | | 12.37% | | | 2/17/2026 | | | $31,114,286 | | | 30,689,088 | | | 30,678,686 | | | — | | | H/N |
| | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||
Textiles,
Apparel and Luxury Goods | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
James
Perse Enterprises, Inc. | | | | | First
Lien Term Loan | | | SOFR(S) | | | 1.00% | | | 6.25% | | | 11.38% | | | 9/8/2027 | | | $15,555,556 | | | 15,379,615 | | | 15,634,889 | | | — | | | N
| |
James Perse Enterprises, Inc. | | | | | Sr
Secured Revolver | | | SOFR(S) | | | 1.00% | | | 6.25% | | | 11.38% | | | 9/8/2027 | | | $— | | | (20,402) | | | — | | | — | | | K/N
| |
PSEB, LLC, (Eddie Bauer) | | | | | First Lien Incremental Term Loan | | | SOFR(S) | | | 1.00% | | | 6.75% | | | 12.05% | | | 12/30/2026 | | | $24,687,500 | | | 24,414,308 | | | 22,045,937 | | | — | | | ||
| | | | | | | | | | | | | | | | | | | 39,773,521 | | | 37,680,826 | | | | | |||||||||||
Trading
Companies & Distributors | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
Blackbird
Purchaser, Inc. (Ohio Transmission Corp.) | | | | | Second
Lien Term Loan | | | SOFR(M) | | | 0.75% | | | 7.50% | | | 12.70% | | | 4/8/2027 | | | $10,153,647 | | | 10,004,311 | | | 9,902,852 | | | — | | | N
| |
| | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||
Wireless
Telecommunication Services | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
OpenMarket,
Inc. (Infobip) (United Kingdom) | | | 35 - 38 New Bridge Street, London EC4V 6BW United Kingdom | | | First
Lien Term Loan | | | LIBOR(Q) | | | 0.75% | | | 6.25% | | | 11.79% | | | 9/17/2026 | | | $9,825,000 | | | 9,653,563 | | | 9,680,573 | | | — | | | H/N
|
Total Debt Investments - 193.9% of Net Assets | | | | | | | | | | | | | | | | | | | 1,518,617,546 | | | 1,450,243,965 | | | | | ||||||||||
Equity
Securities | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
Automobiles | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
AutoAlert,
LLC | | | | | Class A
Common Interest | | | | | | | | | | | | | $540,248 | | | 4,713,886 | | | 5,123,648 | | | 42.00% | | | D/E/F/N | ||||||
AutoAlert,
LLC | | | | | Preferred
Equity | | | | | | | | | | | | | $4,302,264 | | | 4,302,264 | | | 4,463,192 | | | 43.00% | | | E/F/N | ||||||
| | | | | | | | | | | | | | | | | | | 9,016,150 | | | 9,586,840 | | | | | |||||||||||
Capital
Markets | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
Pico
Quantitative Trading Holdings, LLC | | | | | Warrants
to Purchase Membership Units | | | | | | | | | | | 2/7/2030 | | | $7,030 | | | 645,121 | | | 1,564,086 | | | 28.70% | | | D/E/N | |||||
| | | | | | | | | | | | | | | | | | | | | | | | |
Issuer | | | Address | | | Instrument | | | Ref | | | Floor | | | Spread | | | Total
Coupon | | | Maturity | | | Principal | | | Cost | | | Fair Value | | | Percentage
of Class Held(P) | | | Notes |
Chemicals | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
AGY
Equity, LLC | | | | | Class A
Preferred Stock | | | | | | | | | | | | | $1,786,785 | | | $485,322 | | | $— | | | 4.67% | | | D/E/N | ||||||
AGY
Equity, LLC | | | | | Class B
Preferred Stock | | | | | | | | | | | | | $1,250,749 | | | — | | | — | | | 4.67% | | | D/E/N | ||||||
AGY
Equity, LLC | | | | | Class C
Common Stock | | | | | | | | | | | | | $982,732 | | | — | | | — | | | 3.28% | | | D/E/N | ||||||
| | | | | | | | | | | | | | | | | | | 485,322 | | | — | | | | | |||||||||||
Communications
Equipment | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
Plate
Newco 1 Limited (Avanti) (United Kingdom) | | | 20 Black Friars Lane, London EC4V 6EB | | | Common Stock | | | | | | | | | | | | | $364 | | | — | | | — | | | 0.40% | | | D/E/H/N/O | |||||
| | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||
Construction
& Engineering | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
Hylan
Novellus LLC | | | | | Class A
Units | | | | | | | | | | | | | $117,124 | | | 13,817,817 | | | 6,520,293 | | | 12.70% | | | D/E/N | ||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||
Diversified
Consumer Services | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
MXP
Prime Platform GmbH (SellerX) (Germany) | | | Koppenstr. 93, 10243 Berlin Germany | | | Warrants to Purchase
Preferred Series B Shares | | | | | | | | | | | 11/23/2028 | | | $135 | | | — | | | 294,345 | | | 11.30% | | | D/E/H/N | ||||
PerchHQ,
LLC | | | | | Warrants
to Purchase Common Stock | | | | | | | | | | | 10/15/2027 | | | $134,500 | | | — | | | 138,535 | | | 4.60% | | | D/E/N | |||||
Razor
Group GmbH (Germany) | | | Prinzessinnenstr. 19-20 10969, Berlin Germany | | | Warrants to Purchase Preferred
Series A1 Shares | | | | | | | | | | | 4/28/2028 | | | $516 | | | — | | | 1,571,911 | | | 18.40% | | | D/E/H/N | ||||
Razor
Group GmbH (Germany) | | | Prinzessinnenstr. 19-20 10969, Berlin Germany | | | Warrants to Purchase Series C Shares | | | | | | | | | | | 4/28/2028 | | | $158 | | | — | | | 891,128 | | | 11.10% | | | D/E/H/N | ||||
TVG-Edmentum
Holdings, LLC | | | 5600 W 83rd Street, Suite 300, Bloomington, MN, 55437 | | | Series B-1 Common Units | | | | | | | | | | | | | $17,858,122 | | | 19,011,916 | | | 33,092,385 | | | 36.52% | | | B/E/N | |||||
TVG-Edmentum
Holdings, LLC | | | 5600 W 83rd Street, Suite 300, Bloomington, MN, 55437 | | | Series B-2 Common Units | | | | | | | | | | | | | $17,858,122 | | | 13,421,162 | | | 33,092,385 | | | 36.52% | | | B/D/E/N | |||||
| | | | | | | | | | | | | | | | | | | 32,433,078 | | | 69,080,689 | | | | | |||||||||||
Diversified
Financial Services | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
36th
Street Capital Partners Holdings, LLC | | | | | Membership
Units | | | | | | | | | | | | | $26,902,397 | | | 26,902,397 | | | 53,405,000 | | | 100.00% | | | E/F/N | ||||||
Conventional
Lending TCP Holdings, LLC | | | | | Membership
Units | | | | | | | | | | | | | $17,800,591 | | | 17,675,790 | | | 16,376,544 | | | 100.00% | | | E/F/I/N | ||||||
Elevate
Brands Holdco, Inc. | | | | | Warrants
to Purchase Common Stock | | | | | | | | | | | 3/14/2032 | | | $174,897 | | | — | | | 83,040 | | | 16.00% | | | D/E/N | |||||
Elevate
Brands Holdco, Inc. | | | | | Warrants
to Purchase Preferred Stock | | | | | | | | | | | 3/14/2032 | | | $87,449 | | | — | | | 66,880 | | | 16.00% | | | D/E/N | |||||
GACP
I, LP (Great American Capital) | | | | | Membership
Units | | | | | | | | | | | | | $417,456 | | | 417,456 | | | 130,070 | | | 16.05% | | | E/I/N | ||||||
GACP
II, LP (Great American Capital) | | | | | Membership
Units | | | | | | | | | | | | | $4,807,739 | | | 4,807,739 | | | 4,794,770 | | | 7.55% | | | E/I/N | ||||||
Worldremit
Group Limited (United Kingdom) | | | 62 Buckingham Gate LONDON, SW1E 6AJ United Kingdom | | | Warrants
to Purchase Series D Stock | | | | | | | | | | | 2/11/2031 | | | $34,820 | | | — | | | 387,198 | | | 0.09% | | | D/E/H/N | ||||
| | | | | | | | | | | | | | | | | | | 49,803,382 | | | 75,243,502 | | | | |
Issuer | | | Address | | | Instrument | | | Ref | | | Floor | | | Spread | | | Total
Coupon | | | Maturity | | | Principal | | | Cost | | | Fair Value | | | Percentage
of Class Held(P) | | | Notes |
Electric Utilities | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
Conergy
Asia Holdings Limited (United Kingdom) | | | 21 St. Thomas Street Bristol, BS1 6JS United Kingdom | | | Class B Shares | | | | | | | | | | | | | $1,000,000 | | | $1,000,000 | | | $— | | | 33.33% | | | D/E/F/H/N | |||||
Conergy
Asia Holdings Limited (United Kingdom) | | | 21 St. Thomas Street Bristol, BS1 6JS United Kingdom | | | Ordinary
Shares | | | | | | | | | | | | | $5,318,860 | | | 7,833,333 | | | — | | | 33.58% | | | D/E/F/H/N | |||||
Kawa
Solar Holdings Limited (Conergy) (Cayman Islands) | | | Hutchins Drive GEORGE TOWN, GRAND CAYMAN Cayman Island | | | Ordinary Shares | | | | | | | | | | | | | $2,332,594 | | | — | | | — | | | 33.33% | | | D/E/F/H/N | |||||
Kawa
Solar Holdings Limited (Conergy) (Cayman Islands) | | | Hutchins Drive GEORGE TOWN, GRAND CAYMAN Cayman Island | | | Series B
Preferred Shares | | | | | | | | | | | | | $93,023 | | | 1,395,349 | | | — | | | 32.25% | | | D/E/F/H/N | |||||
Utilidata,
Inc. | | | | | Common
Stock | | | | | | | | | | | | | $29,094 | | | 216,336 | | | 2,000 | | | 3.33% | | | D/E/N | ||||||
Utilidata,
Inc. | | | | | Series A-2
Preferred Stock | | | | | | | | | | | | | $257,369 | | | 153,398 | | | 105,000 | | | 6.94% | | | D/E/N | ||||||
Utilidata,
Inc. | | | | | Series A-1
Preferred Stock | | | | | | | | | | | | | $500,000 | | | 500,000 | | | 54,000 | | | 7.88% | | | D/E/N | ||||||
| | | | | | | | | | | | | | | | | | | 11,098,416 | | | 161,000 | | | | | |||||||||||
Electronic
Equipment, Instruments and Components | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
Soraa,
Inc. | | | | | Warrants
to Purchase Preferred Stock | | | | | | | | | | | 8/29/2024 | | | $3,071,860 | | | 478,899 | | | — | | | 58.51% | | | D/E/N | |||||
| | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||
Energy
Equipment and Services | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
GlassPoint,
Inc. | | | | | Warrants
to Purchase Common Stock | | | | | | | | | | | 9/12/2029 | | | $16 | | | 275,200 | | | 2,312,614 | | | 80.00% | | | D/E/N | |||||
| | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||
Hotels,
Restaurants and Leisure | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
Fishbowl,
Inc. | | | | | Common
Membership Units | | | | | | | | | | | 5/27/2027 | | | $604,479 | | | 787,032 | | | 214,590 | | | 25.69% | | | D/F/N | |||||
| | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||
Internet
Software and Services | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
Domo,
Inc. | | | 772 East Utah Valley Drive, Amer | | | Common Stock | | | | | | | | | | | | | $49,792 | | | 1,543,054 | | | 729,951 | | | 49.79% | | | D | |||||
FinancialForce.com,
Inc. | | | | | Warrants
to Purchase Series C Preferred Stock | | | | | | | | | | | 1/30/2029 | | | $1,125,000 | | | 287,985 | | | 682,500 | | | 0.04% | | | D/E/N | |||||
Foursquare
Labs, Inc. | | | | | Warrants
to Purchase Series E Preferred Stock | | | | | | | | | | | 5/4/2027 | | | $2,062,500 | | | 508,805 | | | 992,098 | | | 78.57% | | | D/E/N | |||||
InMobi,
Inc. (Singapore) | | | 30 Cecil Street, # 19-08 Prudential Tower Singapore 04912 | | | Warrants
to Purchase Common Stock | | | | | | | | | | | 8/15/2027 | | | $1,327,869 | | | 212,360 | | | 3,435,109 | | | 15.57% | | | D/E/H/N | ||||
InMobi,
Inc. (Singapore) | | | 30 Cecil Street, # 19-08 Prudential Tower Singapore 04912 | | | Warrants
to Purchase Series E Preferred Stock | | | | | | | | | | | 9/18/2025 | | | $1,049,996 | | | 276,492 | | | 2,743,065 | | | 25.00% | | | D/E/H/N | ||||
InMobi,
Inc. (Singapore) | | | 30 Cecil Street, # 19-08 Prudential Tower Singapore 04912 | | | Warrants
to Purchase Series E Preferred Stock | | | | | | | | | | | 10/3/2028 | | | $1,511,002 | | | 93,407 | | | 1,996,604 | | | 68.68% | | | D/E/H/N | ||||
ResearchGate
Corporation (Germany) | | | Chausseestr. 20 10115 Berlin Germany | | | Warrants to Purchase Series D Preferred Stock | | | | | | | | | | | 10/30/2029 | | | $333,370 | | | 202,001 | | | 63,400 | | | 100.00% | | | D/E/H/N/O |
Issuer | | | Address | | | Instrument | | | Ref | | | Floor | | | Spread | | | Total
Coupon | | | Maturity | | | Principal | | | Cost | | | Fair Value | | | Percentage
of Class Held(P) | | | Notes |
SuCo Investors,
LP (Suited Connector) | | | | | Warrants
to Purchase Class A Units | | | | | | | | | | | 3/6/2033 | | | $4,129 | | | $— | | | $— | | | 0.14% | | | D/E/N | |||||
SnapLogic,
Inc. | | | | | Warrants
to Purchase Series Preferred Stock | | | | | | | | | | | 3/19/2028 | | | $1,860,000 | | | 377,722 | | | 4,700,000 | | | 100.00% | | | D/E/N | |||||
| | | | | | | | | | | | | | | | | | | 3,501,826 | | | 15,342,727 | | | | | |||||||||||
IT
Services | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
Fidelis
(SVC), LLC | | | | | Preferred
Unit-C | | | | | | | | | | | | | $657,932 | | | 2,001,384 | | | 61,340 | | | 65.79% | | | D/E/N | ||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||
Media | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
Quora,
Inc. | | | | | Warrants
to Purchase Series D Preferred Stock | | | | | | | | | | | 4/11/2029 | | | $507,704 | | | 65,245 | | | 99,200 | | | 50.77% | | | D/E/N | |||||
SoundCloud,
Ltd. (United Kingdom) | | | c/o Jag Shaw Baker, Berners House 47-48 Berners Street, London W1T 3NF | | | Warrants
to Purchase Preferred Stock | | | | | | | | | | | 4/29/2025 | | | $946,498 | | | 79,082 | | | 616,576 | | | 90.14% | | | D/E/H/N | ||||
| | | | | | | | | | | | | | | | | | | 144,327 | | | 715,776 | | | | | |||||||||||
Oil,
Gas and Consumable Fuels | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
Iracore
Investments Holdings, Inc. | | | | | Class A
Common Stock | | | | | | | | | | | | | $16,207 | | | 4,177,710 | | | 1,659,980 | | | 11.34% | | | B/D/E/N | ||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||
Pharmaceuticals | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
Inotiv,
Inc. | | | | | Common
Stock | | | | | | | | | | | | | $14,578 | | | — | | | 69,537 | | | 0.06% | | | D/E | ||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||
Professional
Services | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
Anacomp,
Inc. | | | | | Class A
Common Stock | | | | | | | | | | | | | $1,255,527 | | | 26,711,048 | | | 690,540 | | | 34.17% | | | D/E/F/N | ||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||
Semiconductors
and Semiconductor Equipment | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
Nanosys,
Inc. | | | | | Common
Warrants | | | | | | | | | | | 5/21/2031 | | | $479,999 | | | — | | | 72,805 | | | 24.24% | | | D/E/N | |||||
Nanosys,
Inc. | | | | | Series A-1
Preferred Warrants | | | | | | | | | | | 5/21/2031 | | | $799,999 | | | 605,266 | | | 94,239 | | | 24.24% | | | D/E/N | |||||
| | | | | | | | | | | | | | | | | | | 605,266 | | | 167,044 | | | | | |||||||||||
Software | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
Grey
Orange International Inc. | | | | | Warrants
to Purchase Common Stock | | | | | | | | | | | 5/6/2032 | | | $7,706 | | | — | | | 38,915 | | | 16.76% | | | D/E/N | |||||
Tradeshift,
Inc. | | | | | Warrants
to Purchase Series D Preferred Stock | | | | | | | | | | | 3/26/2027 | | | $1,712,930 | | | 577,843 | | | — | | | 2.60% | | | D/E/N | |||||
| | | | | | | | | | | | | | | | | | | 577,843 | | | 38,915 | | | | | |||||||||||
Trading
Companies & Distributors | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
Blackbird
Holdco, Inc. (Ohio Transmission Corp.) | | | | | Preferred
Stock | | | Fixed | | | | | | | 12.50% | | | | | $7,108 | | | 8,429,434 | | | 6,884,596 | | | 6.77% | | | E/N
| ||||
Total Equity Securities - 25.5% of Net Assets | | | | | | | | | | | | | | | | | | | 164,989,255 | | | 190,314,069
| | | | | ||||||||||
Total Investments - 219.4% of Net Assets | | | | | | | | | | | | | | | | | | | $1,683,606,801 | | | $1,640,558,034
| | | | |
Issuer | | | Address | | | Instrument | | | Ref | | | Floor | | | Spread | | | Total
Coupon | | | Maturity | | | Principal | | | Cost | | | Fair Value | | | Percentage
of Class Held(P) | | | Notes |
Cash
and Cash Equivalents - 16.5% of Net Assets | | | | | | | | | | | | | | | | | | | | | $123,129,111 | | | | | |||||||||||
Total
Cash and Investments - 235.9% of Net Assets | | | | | | | | | | | | | | | | | | | | | $1,763,687,145 | | | | | M |
(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. Such transactions are generally subject to contractual restrictions, such as approval of the agent or borrower. |
(B) | Non-controlled affiliate – as defined under the 1940 Act (ownership of between 5% and 25% of the outstanding voting securities of this issuer). |
(C) | Non-accruing debt
investment. |
(D) | Other non-income producing investment. |
(E) | Restricted security subject to legal or contractual restrictions on resale. |
(F) | Controlled issuer as defined by 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. |
(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, TCPC may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of TCPC’s total assets. |
(I) | Deemed not 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, TCPC may not acquire any non-qualifying asset unless, at the time such acquisition
is made, qualifying assets represent at least 70% of TCPC’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, TCPC may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of TCPC’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. |
(M) | All cash and investments, except those referenced in Note G above, are pledged as collateral under certain debt. |
(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. |
(P) | Percentages shown for class of equity securities held by TCPC represent percentage of the class owned at June 30, 2023 and do not necessarily represent voting ownership or economic ownership. |
Name
(Company or Companies) | | | Number of Shares of TCPC Common Stock
Owned Beneficially | | | Percentage of TCPC Common Stock
Outstanding | | | Pro Forma Percentage of TCPC Common
Stock Outstanding(2) |
Interested Director: | | | | | | | |||
| | | 67,250 | | | * | | | *
| |
Independent Directors: | | | | | | | |||
| | | 52,532 | | | * | | | *
| |
Karen L. Leets | | | — | | | * | | | *
|
Andrea L. Petro | | | 6,823 | | | * | | | *
|
| | | 25,000 | | | * | | | *
| |
| | | 8,500 | | | | | |||
Executive
Officers: | | | | | | | |||
Philip
Tseng | | | 9,471 | | | * | | | *
|
| | | 250 | | | * | | | *
| |
Charles C.S. Park | | | — | | | * | | | *
|
All Executive Officers and Directors as a Group(1) | | | 169,826 | | | * | | | *
|
5% Holders | | | | | * | | | * | |
None | | | | | | |
* | Represents less than 1% |
(1) | Amount only includes Section 16(a) reporting persons of TCPC. |
(2) | Pro forma percentage of ownership is based on 82,006,281 shares of TCPC Common Stock expected be outstanding immediately following completion of the Merger based on the number of issued and outstanding shares of TCPC Common Stock and BCIC Common Stock as of September 30, 2023 and the NAV per share of TCPC Common Stock and the NAV per share of BCIC Common Stock on June
30, 2023, and includes the conversion of 72,571,907 shares of BCIC Common Stock, which was the number of shares of BCIC Common Stock outstanding as of September 30, 2023, into 24,239,017 shares of TCPC Common Stock, in accordance with the Merger Agreement. |
Name
(Company or Companies) Interested Director: | | | Dollar Range of Equity Securities Beneficially
Owned(1)(2) |
| | | Over $100,000 | |
Independent
Directors: | | | |
| | | Over
$100,000 | |
Karen L. Leets | | | None |
Andrea L. Petro | | | $50,001
— $100,000 |
| | | Over $100,000 | |
| | | Over
$100,000 |
(1) | Beneficial ownership has been determined in accordance with Rule 16a-1(a)(2) of the Exchange Act. |
(2) | The dollar range of equity securities beneficially owned is based on the closing price per share for TCPC Common Stock of $12.94 on December 30, 2022 on Nasdaq. The dollar range of equity securities beneficially owned are: none, $1 — $10,000, $10,001 — $50,000, $50,001 — $100,000, or over $100,000. |
(3) | Mr.
Draut has a capital commitment of $750,000 in Tennenbaum Opportunities Fund VI, LLC (“TOF VI”), and $500,000 in Tennenbaum Special Situations Fund IX, LLC (“Fund IX”), two private investment funds advised by TCP. Mr. Reiss has capital commitments of $250,000 in TOF VI, $250,000 in Fund IX, $250,000 in Tennenbaum Opportunities Fund V, LLC, and $150,000 in Special Value Opportunities Fund, LLC (“SVOF LLC”), two additional private investment funds advised by TCP. Mr. Schwab has a capital commitment of $250,000 in Fund IX. |
Class and Year | | | Total Amount Outstanding
(in 000’s) | | | Asset Coverage per Unit(5) | | | Involuntary
Liquidating Preference Per Unit(6) | | | Average Market Value
Per Unit(7) |
Credit Facility(1) | | | | | | | | | ||||
Fiscal
Year 2022 | | | $ 162,000 | | | $ 2,246 | | | $ — | | | N/A
|
Fiscal Year 2021 | | | $54,000 | | | $2,758 | | | $ — | | | N/A
|
Fiscal Year 2020 | | | $38,800 | | | $2,706 | | | $ — | | | N/A
|
Fiscal Year 2019 | | | $174,400 | | | $2,352 | | | $ — | | | N/A
|
Fiscal Year 2018 | | | $49,000 | | | $3,542 | | | $ — | | | N/A
|
Fiscal Year 2017 | | | $16,000 | | | $3,655 | | | $ — | | | N/A
|
Fiscal Year 2016 | | | $190,000 | | | $2,754 | | | $ — | | | N/A
|
Fiscal Year 2015 | | | $60,000 | | | $3,023 | | | $ — | | | N/A
|
Fiscal Year 2014 | | | $144,000 | | | $2,713 | | | $ — | | | N/A
|
Fiscal Year 2013 | | | $179,000 | | | $2,460 | | | $ — | | | N/A
|
Unsecured Senior Notes Due 2025(1) | | | | | | | | | ||||
Fiscal
Year 2022 | | | $92,000 | | | $2,246 | | | $ — | | | N/A
|
Convertible Notes Due 2022(1) | | | | | | | | | ||||
Fiscal
Year 2022 | | | N/A | | | N/A | | | $ — | | | N/A
|
Fiscal Year 2021 | | | $143,750 | | | $2,758 | | | $ — | | | N/A
|
Fiscal Year 2020 | | | $143,750 | | | $2,706 | | | $ — | | | N/A
|
Fiscal Year 2019 | | | $143,750 | | | $2,352 | | | $ — | | | N/A
|
Fiscal Year 2018 | | | $143,750 | | | $3,542 | | | $ — | | | N/A
|
Fiscal Year 2017 | | | $143,750 | | | $3,665 | | | $ — | | | N/A
|
Convertible Notes Due 2018(2) | | | | | | | | | ||||
Fiscal
Year 2022 | | | N/A | | | N/A | | | $ — | | | N/A
|
Fiscal Year 2021 | | | N/A | | | N/A | | | $ — | | | N/A
|
Fiscal Year 2020 | | | N/A | | | N/A | | | $ — | | | N/A
|
Fiscal Year 2019 | | | N/A | | | N/A | | | $ — | | | N/A
|
Fiscal Year 2018 | | | N/A | | | N/A | | | $ — | | | N/A
|
Fiscal Year 2017 | | | $55,041 | | | $3,665 | | | $ — | | | N/A
|
Fiscal Year 2016 | | | $115,000 | | | $2,754 | | | $ — | | | N/A
|
Fiscal Year 2015 | | | $115,000 | | | $3,023 | | | $ — | | | N/A
|
Fiscal Year 2014 | | | $115,000 | | | $2,713 | | | $ — | | | N/A
|
Fiscal Year 2013 | | | $115,000 | | | $2,460 | | | $ — | | | N/A
|
Senior Secured Notes(3) | | | | | | | | | ||||
Fiscal
Year 2022 | | | N/A | | | N/A | | | $ — | | | N/A
|
Fiscal Year 2021 | | | N/A | | | N/A | | | $ — | | | N/A
|
Fiscal Year 2020 | | | N/A | | | N/A | | | $ — | | | N/A
|
Fiscal Year 2019 | | | N/A | | | N/A | | | $ — | | | N/A
|
Fiscal Year 2018 | | | N/A | | | N/A | | | $ — | | | N/A
|
Fiscal Year 2017 | | | N/A | | | N/A | | | $ — | | | N/A
|
Fiscal Year 2016 | | | $17,000 | | | $2,754 | | | $ — | | | N/A
|
Fiscal Year 2015 | | | $175,000 | | | $3,023 | | | $ — | | | N/A
|
Fiscal Year 2014 | | | $175,000 | | | $2,713 | | | $ — | | | N/A
|
Fiscal Year 2013 | | | $175,000 | | | $2,460 | | | $ — | | | N/A
|
Term Loan(4) | | | | | | | | | ||||
Fiscal
Year 2022 | | | N/A | | | N/A | | | $ — | | | N/A
|
Fiscal Year 2021 | | | N/A | | | N/A | | | $ — | | | N/A
|
Class and Year | | | Total
Amount Outstanding (in 000’s) | | | Asset Coverage per Unit(5) | | | Involuntary
Liquidating Preference Per Unit(6) | | | Average Market Value
Per Unit(7) |
Fiscal Year 2020 | | | N/A | | | N/A | | | $ — | | | N/A
|
Fiscal Year 2019 | | | N/A | | | N/A | | | $ — | | | N/A
|
Fiscal Year 2018 | | | N/A | | | N/A | | | $ — | | | N/A
|
Fiscal Year 2017 | | | N/A | | | N/A | | | $ — | | | N/A
|
Fiscal Year 2016 | | | $15,000 | | | $2,754 | | | $ — | | | N/A
|
Fiscal Year 2015 | | | $15,000 | | | $3,023 | | | $ — | | | N/A
|
Fiscal Year 2014 | | | $15,000 | | | $2,713 | | | $ — | | | N/A
|
Fiscal Year 2013 | | | $ 10,000 | | | $ 2,460 | | | $ — | | | N/A |
(1) | For further information on BCIC’s Credit Facility, Unsecured Senior Notes Due 2025 and Convertible Notes Due 2022 (prior to their maturity), refer to the information in “Item 8. Note 4 — Debt” in Part II of BCIC’s Annual Report on Form 10-K (File No. 814-00712) for the fiscal year ended December 31, 2022, filed with the SEC on March 1, 2023. |
(2) | On February 19, 2013, BCIC closed a private offering of $100.0 million in aggregate
principal amount of 5.50% unsecured convertible senior notes due 2018 (the “Convertible Notes”). The initial purchasers of the Convertible Notes fully exercised their overallotment option and purchased an additional $15.0 million in aggregate principal amount of the Convertible Notes. The closing of the overallotment option took place on March 4, 2013. With the exercise of the overallotment option, a total of $115.0 million in aggregate principal amount of the Convertible Notes was sold. Net proceeds to BCIC from the offering, including the exercise of the overallotment option, were approximately $111.3 million. The Convertible Notes were only offered to qualified institutional buyers as defined in the Securities Act pursuant to Rule 144A under the Securities Act. The Convertible Notes were unsecured and bore interest at a rate of 5.50% per year, payable semi-annually in arrears. In certain circumstances and during
certain periods, the Convertible Notes were convertible into cash, shares of BCIC’s common stock or a combination of cash and shares of BCIC’s common stock, at BCIC’s election, at an initial conversion rate of 86.0585 shares of common stock per $1,000 principal amount of the Convertible Notes, which is equivalent to an initial conversion price of approximately $11.62 per share of BCIC’s common stock, subject to defined anti-dilution adjustments. BCIC did not have the right to redeem the Convertible Notes prior to maturity. On September 27, 2017, BCIC purchased $60.0 million in aggregate principal amount of its existing $115.0 million Convertible Notes pursuant to a cash tender offer at a purchase price equal to $1,015 per $1,000 principal amount of notes purchased, plus accrued and unpaid interest, using borrowings under the Credit Facility and cash on hand. All Convertible Notes purchased in the tender offer were retired,
cancelled, and no longer outstanding under the indenture. The aggregate purchase price of the Convertible Notes was $60.9 million, plus approximately $0.1 million of reacquisition costs, for a total reacquisition price of $61.0 million, excluding $0.4 million of interest expense. The net carrying amount of the Convertible Notes purchased in the tender offer at the time of purchase was $59.8 million, net of unamortized debt issuance costs and unamortized discount. As such, in accordance with ASC 470-50, Debt – Modifications and Extinguishments, the difference between the reacquisition price and the net carrying amount of the Convertible Notes was recorded as a $1.3 million loss on extinguishment of debt. On February 15, 2018, the remaining Convertible Notes of $55.0 million matured and BCIC paid the principal and interest in cash.
|
(3) | On January 18, 2011, BCIC closed a private placement issuance of $158.0 million in aggregate principal amount of five-year, senior secured notes with a fixed interest rate of 6.50% and a maturity date of January 18, 2016, and $17.0 million in aggregate principal amount of seven-year, senior secured notes with a fixed interest rate of 6.60% and a maturity date of January 18, 2018. The $158.0 million five-year, senior secured notes matured on January 18, 2016 and were repaid using proceeds from BCIC’s Credit Facility. On April 17, 2017, BCIC redeemed the $17.0 million
aggregate principal amount of 6.60% senior secured notes due 2018, using proceeds from the Credit Facility. The notes were prepaid at 100% of the principal amount, plus accrued and unpaid interest through the prepayment date, as well as $0.7 million make-whole premium. |
(4) | On June 7, 2013, BCIC entered into a Senior Secured Term Loan Credit Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Term Loan”) which had an original principal amount of $10.0 million and an initial interest rate applicable to borrowings of generally LIBOR plus an applicable margin of 3.75%. Under its most recent amendment, the Term Loan had a principal amount of $15.0 million and a stated maturity date of March
27, 2019. The interest rate applicable to borrowings thereunder was generally LIBOR plus an applicable margin of 3.25%. On June 22, 2017, the Term Loan was repaid. |
(5) | The asset coverage ratio for senior securities representing indebtedness is calculated as our consolidated total assets, less all consolidated liabilities and indebtedness not represented by senior securities, divided by senior securities representing indebtedness. This asset coverage ratio is multiplied by $1,000 to determine the Asset Coverage Per Unit. |
(6) | The amount to which such class of senior security would be entitled upon the involuntary
liquidation of the issuer in preference to any security junior to it. |
(7) | Not applicable, as senior securities are not registered for public trading. |
Issuer(N/P) | | | Address | | | Instrument | | | Ref(E) | | | Floor | | | Spread | | | Total
Coupon | | | Maturity | | | Principal | | | Cost(A) | | | Fair Value(B)
| | | Percentage of Class Held(U) | | | Notes
|
Debt Investments | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
Automobiles | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
ALCV
Purchaser, Inc. (AutoLenders) | | | | | First
Lien Term Loan | | | LIBOR(Q) | | | 1.00% | | | 6.75% | | | 12.23% | | | 4/15/2026 | | | $2,137,562
| | | $2,116,039 | | | $2,116,186 | | | — | | | ||
ALCV
Purchaser, Inc. (AutoLenders) | | | | | First
Lien Revolver | | | LIBOR(Q) | | | 1.00% | | | 6.75% | | | 12.18% | | | 4/15/2026 | | | $233,430
| | | 231,528 | | | 231,096 | | | — | | | ||
| | | | | | | | | | | | | | | | | | | 2,347,567
| | | 2,347,282 | | | | | |||||||||||
Building
Products | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
Porcelain
Acquisition Corporation (Paramount) | | | | | First
Lien Term Loan | | | SOFR(Q) | | | 1.00% | | | 5.75% | | | 11.34% | | | 4/30/2027 | | | $2,499,699
| | | 2,465,047 | | | 2,439,706 | | | — | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||
Capital
Markets | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
Pico
Quantitative Trading, LLC | | | | | First
Lien Term Loan (1.0% Exit Fee) | | | SOFR(Q) | | | 1.50% | | | 7.25% | | | 12.75% | | | 2/7/2025 | | | $500,000
| | | 491,888 | | | 504,500 | | | — | | | ||
Pico
Quantitative Trading, LLC | | | | | First
Lien Incremental Term Loan | | | SOFR(Q) | | | 1.50% | | | 7.25% | | | 12.56% | | | 2/7/2025 | | | $560,228
| | | 544,549 | | | 560,228 | | | — | | | ||
| | | | | | | | | | | | | | | | | | | 1,036,437
| | | 1,064,728 | | | | | |||||||||||
Commercial
Services & Supplies | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
Kellermeyer
Bergensons Services, LLC | | | | | First
Lien Term Loan | | | LIBOR(Q) | | | 1.00% | | | 6.00% | | | 11.27% | | | 11/7/2026 | | | $1,576,797
| | | 1,570,202 | | | 1,455,384 | | | — | | | ||
Kellermeyer
Bergensons Services, LLC | | | | | First
Lien Delayed Draw Term Loan A | | | LIBOR(Q) | | | 1.00% | | | 6.00% | | | 11.27% | | | 11/7/2026 | | | $346,911
| | | 345,363 | | | 320,199 | | | — | | | ||
Kellermeyer
Bergensons Services, LLC | | | | | First
Lien Delayed Draw Term Loan B | | | LIBOR(Q) | | | 1.00% | | | 6.00% | | | 11.27% | | | 11/7/2026 | | | $480,498
| | | 478,383 | | | 443,500 | | | — | | | ||
Pueblo
Mechanical and Controls, LLC | | | 3930 E. Watkins St., Suite 300, | | | First
Lien Term Loan | | | SOFR(Q) | | | 0.75% | | | 6.00% | | | 11.16% | | | 8/23/2028 | | | $1,359,352
| | | 1,329,791 | | | 1,336,378 | | | — | | | |
Pueblo
Mechanical and Controls, LLC | | | 3930 E. Watkins St., Suite 300, | | | First
Lien Delayed Draw Term Loan | | | SOFR(Q) | | | 0.75% | | | 6.00% | | | 11.15% | | | 8/23/2028 | | | $743,919
| | | 724,793 | | | 728,003 | | | — | | | M
|
Pueblo Mechanical and Controls, LLC | | | 3930 E. Watkins St., Suite 300, | | | First Lien Revolver | | | PRIME | | | 0.75% | | | 5.00% | | | 13.25% | | | 8/23/2027 | | | $88,789
| | | 84,110 | | | 85,060 | | | — | | | M
|
Thermostat Purchaser III, Inc. (Reedy Industries) | | | 2440 Ravine Way, Suite 200, | | | Second Lien Term Loan | | | SOFR(Q) | | | 0.75% | | | 7.25% | | | 12.66% | | | 8/31/2029 | | | $2,615,252
| | | 2,582,841 | | | 2,437,415 | | | — | | | |
Thermostat
Purchaser III, Inc. (Reedy Industries) | | | 2440 Ravine Way, Suite 200, | | | Second Lien Delayed Draw Term Loan | | | SOFR(Q) | | | 0.75% | | | 7.25% | | | 12.66% | | | 8/31/2029 | | | $—
| | | (2,589) | | | (30,432) | | | — | | | M
|
| | | | | | | | | | | | | | | | | | | 7,112,894
| | | 6,775,507 | | | | | |||||||||||
Construction
& Engineering | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
CSG
Buyer, Inc. (Core States) | | | | | First
Lien Term Loan | | | SOFR(Q) | | | 1.00% | | | 6.00% | | | 11.50% | | | 3/31/2028 | | | $
3,258,608 | | | 3,193,436 | | | 3,154,332 | | | — | | | ||
CSG
Buyer, Inc. (Core States) | | | | | First
Lien Delayed Draw Term Loan | | | SOFR(Q) | | | 1.00% | | | 6.00% | | | 11.50% | | | 3/31/2028 | | | $—
| | | (10,731) | | | (34,340) | | | — | | | M
| |
CSG Buyer, Inc. (Core States) | | | | | First Lien Revolver | | | SOFR(Q) | | | 1.00% | | | 6.00% | | | 11.50% | | | 3/31/2028 | | | $—
| | | (10,731) | | | (17,170) | | | — | | | M
| |
Geo Parent Corporation | | | 4475 E 74Th Ave, | | | First Lien Term Loan | | | SOFR(S) | | | — | | | 5.25% | | | 10.17% | | | 12/19/2025 | | | $739,091
| | | 726,008 | | | 713,223 | | | — | | | |
Homerenew
Buyer, Inc. (Project Dream) | | | | | First
Lien Term Loan | | | SOFR(M) | | | 1.00% | | | 6.50% | | | 11.70% | | | 11/23/2027 | | | $3,547,777
| | | 3,471,905 | | | 3,395,223 | | | — | | | ||
Homerenew
Buyer, Inc. (Project Dream) | | | | | First
Lien Delayed Draw Term Loan | | | SOFR(M) | | | 1.00% | | | 6.50% | | | 11.73% | | | 11/23/2027 | | | $4,957,392
| | | 4,880,541 | | | 4,744,224 | | | — | | | ||
Homerenew
Buyer, Inc. (Project Dream) | | | | | First
Lien Revolver | | | SOFR(M) | | | 1.00% | | | 6.50% | | | 11.69% | | | 11/23/2027 | | | $963,053
| | | 948,844 | | | 911,289 | | | — | | | M
| |
LJ Avalon Holdings, LLC (Ardurra) | | | | | First
Lien Term Loan | | | SOFR(M) | | | 1.00% | | | 6.50% | | | 11.51% | | | 2/1/2030 | | | $1,747,309
| | | 1,697,796 | | | 1,703,626 | | | — | | |
Issuer(N/P) | | | Address | | | Instrument | | | Ref(E) | | | Floor | | | Spread | | | Total
Coupon | | | Maturity | | | Principal | | | Cost(A) | | | Fair Value(B)
| | | Percentage of Class Held(U) | | | Notes
|
LJ Avalon Holdings, LLC (Ardurra) | | | | | First
Lien Delayed Draw Term Loan | | | SOFR(M) | | | 1.00% | | | 6.50% | | | 11.51% | | | 2/1/2030 | | | $—
| | | $(10,020) | | | $(17,754) | | | — | | | M
| |
LJ Avalon Holdings, LLC (Ardurra) | | | | | First
Lien Revolver | | | SOFR(M) | | | 1.00% | | | 6.50% | | | 11.51% | | | 2/1/2029 | | | $—
| | | (7,936) | | | (7,101) | | | — | | | M
| |
| | | | | | | | | | | | | | | | | | | 14,879,112
| | | 14,545,552 | | | | | |||||||||||
Consumer
Finance | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
Freedom
Financial Network Funding, LLC | | | 1875 S Grant St., Ste 400, | | | First Lien Term Loan | | | SOFR(S) | | | 1.00% | | | 9.00% | | | 14.54% | | | 9/21/2027 | | | $5,193,335
| | | 5,076,429 | | | 4,985,601 | | | — | | | |
Freedom
Financial Network Funding, LLC | | | 1875 S Grant St., Ste 400, | | | First
Lien Delayed Draw Term Loan | | | SOFR(S) | | | 1.00% | | | 9.00% | | | 14.20% | | | 9/21/2027 | | | $1,731,112
| | | 1,691,402 | | | 1,661,867 | | | — | | | |
Lucky
US BuyerCo LLC (Global Payments) | | | 399 Boylston Street, 13th Floor, | | | First
Lien Term Loan | | | SOFR(Q) | | | 1.00% | | | 7.50% | | | 12.39% | | | 3/30/2029 | | | $2,170,647
| | | 2,107,127 | | | 2,108,350 | | | — | | | |
Lucky
US BuyerCo LLC (Global Payments) | | | 399 Boylston Street, 13th Floor, | | | First
Lien Revolver | | | SOFR(Q) | | | 1.00% | | | 7.50% | | | 12.39% | | | 3/30/2029 | | | $—
| | | (8,013) | | | (7,976) | | | — | | | M
|
Money Transfer Acquisition Inc. | | | 9800 Center Parkway, Suite 700, | | | First Lien Term Loan | | | SOFR(M) | | | 1.00% | | | 8.25% | | | 13.45% | | | 12/14/2027 | | | $2,561,844
| | | 2,513,805 | | | 2,515,731 | | | — | | | |
| | | | | | | | | | | | | | | | | | | 11,380,750
| | | 11,263,573 | | | | | |||||||||||
Containers
& Packaging | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
BW
Holding, Inc. (Brook & Whittle) | | | | | Second
Lien Term Loan | | | SOFR(Q) | | | 0.75% | | | 7.50% | | | 12.91% | | | 12/14/2029 | | | $4,559,359
| | | 4,469,953 | | | 4,021,354 | | | — | | | ||
PVHC
Holding Corp. | | | 5711 Old Buncombe Road, | | | First
Lien Term Loan | | | SOFR(Q) | | | 1.00% | | | 4.75% | | | 10.14% | | | 8/2/2024 | | | $10,125,075
| | | 9,506,366 | | | 9,961,049 | | | — | | | |
| | | | | | | | | | | | | | | | | | | 13,976,319
| | | 13,982,403 | | | | | |||||||||||
Distributors | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
Colony
Display LLC | | | | | First
Lien Term Loan | | | SOFR(Q) | | | 1.00% | | | 6.50%
Cash + 3.00% PIK | | | 15.00% | | | 6/30/2026 | | | $2,345,472
| | | 2,315,776 | | | 2,108,579 | | | — | | | D | |
| | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||
Diversified
Consumer Services | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
Elevate
Brands OpCo LLC | | | 815 Brazos St, Suite 900, | | | First Lien Delayed Draw Term Loan | | | SOFR(Q) | | | 1.00% | | | 8.50% | | | 13.70% | | | 3/15/2027 | | | $7,900,096
| | | 7,824,017 | | | 7,900,095 | | | — | | | M
|
Fusion Holding Corp. (Finalsite) | | | | | First
Lien Term Loan | | | SOFR(Q)/(S) | | | 0.75% | | | 6.25% | | | 11.55% | | | 9/14/2029 | | | $3,184,919
| | | 3,120,127 | | | 3,154,344 | | | — | | | ||
Fusion
Holding Corp. (Finalsite) | | | | | First
Lien Revolver | | | SOFR(Q) | | | 0.75% | | | 6.25% | | | 11.55% | | | 9/15/2027 | | | $—
| | | (4,957) | | | (2,927) | | | — | | | M
| |
Razor Group GmbH (Germany) | | | Prinzessinnenstr. 19-20, 10969 Berlin, Germany | | | First
Lien Delayed Draw Term Loan | | | SOFR(M) | | | 2.00% | | | 5.00%
Cash + 5.00% PIK | | | 15.32% | | | 4/30/2025 | | | $13,037,353
| | | 13,081,652 | | | 12,574,284 | | | — | | | D/H/J/M
|
Razor Group GmbH (Germany) | | | Prinzessinnenstr. 19-20, 10969 Berlin, Germany | | | First
Lien Sr Secured Convertible Term Loan | | | Fixed | | | — | | | 3.50%
Cash + 3.50% PIK | | | 7.00% | | | 4/30/2025 | | | $1,666,962
| | | 1,666,962 | | | 1,775,314 | | | — | | | D/H/J
|
SellerX Germany GmbH & Co. Kg (Germany) | | | Koppenstr. 93, 10243 Berlin, Germany | | | First
Lien Delayed Draw Term Loan | | | LIBOR(Q) | | | 1.00% | | | 8.00%
Cash + 3.00% PIK | | | 16.54% | | | 11/23/2025 | | | $6,441,234
| | | 6,398,012 | | | 6,441,235 | | | — | | | D/H/J/M
|
Thras.io, LLC | | | | | First
Lien Term Loan | | | SOFR(Q) | | | 1.00% | | | 7.00% | | | 12.50% | | | 12/18/2026 | | | $7,264,615
| | | 7,181,077 | | | 5,448,463 | | | — | | | O
| |
Thras.io, LLC | | | | | First
Lien Delayed Draw Term Loan | | | SOFR(Q) | | | 1.00% | | | 7.00% | | | 12.50% | | | 12/18/2026 | | | $3,044,985
| | | 2,995,991 | | | 2,283,740 | | | — | | | O
| |
Whele LLC (Perch) | | | 667 Boylston Street, 3rd Floor, | | | First Lien Incremental Term Loan | | | SOFR(M) | | | 1.00% | | | 8.50%
Cash + 3.00% PIK | | | 16.82% | | | 10/15/2025 | | | $6,531,157
| | | 6,559,614 | | | 5,466,578 | | | — | | | D
|
| | | | | | | | | | | | | | | | | | | 48,822,495
| | | 45,041,126 | | | | | |||||||||||
Diversified
Financial Services | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
2-10
Holdco, Inc. | | | 13900 E Harvard Avenue, | | | First
Lien Term Loan | | | SOFR(M) | | | 0.75% | | | 6.00% | | | 11.20% | | | 3/26/2026 | | | $6,438,127
| | | 6,367,528 | | | 6,320,309 | | | — | | | |
2-10
Holdco, Inc. | | | 13900 E Harvard Avenue, | | | First
Lien Revolver | | | SOFR(M) | | | 0.75% | | | 6.00% | | | 11.20% | | | 3/26/2026 | | | $—
| | | (2,640) | | | (4,397) | | | — | | | M
|
Accordion Partners LLC | | | 1 Vanderbilt Ave, Floor 24, | | | First Lien Term Loan | | | SOFR(Q) | | | 0.75% | | | 6.25% | | | 11.49% | | | 8/29/2029 | | | $5,329,370
| | | 5,221,524 | | | 5,254,759 | | | — | | | |
Accordion
Partners LLC | | | 1 Vanderbilt Ave, Floor 24, | | | First Lien Delayed Draw Term Loan A | | | SOFR(Q) | | | 0.75% | | | 6.50% | | | 11.74% | | | 8/29/2029 | | | $467,786
| | | 463,936 | | | 466,383 | | | — | | | |
Accordion
Partners LLC | | | 1 Vanderbilt Ave, Floor 24, | | | First
Lien Delayed Draw Term Loan B | | | SOFR(Q) | | | 0.75% | | | 6.25% | | | 11.29% | | | 8/29/2029 | | | $584,733
| | | 566,453 | | | 576,546 | | | — | | | |
Accordion
Partners LLC | | | 1 Vanderbilt Ave, Floor 24, | | | First Lien Revolver | | | SOFR(Q) | | | 0.75% | | | 6.25% | | | 11.49% | | | 8/31/2028 | | | $—
| | | (9,115) | | | (6,549) | | | — | | | M
|
Issuer(N/P) | | | Address | | | Instrument | | | Ref(E) | | | Floor | | | Spread | | | Total
Coupon | | | Maturity | | | Principal | | | Cost(A) | | | Fair Value(B)
| | | Percentage of Class Held(U) | | | Notes
|
Callodine Commercial Finance, LLC | | | 2 International Place, Suite 1830, | | | First Lien Term Loan | | | SOFR(Q) | | | 1.00% | | | 9.00% | | | 14.50% | | | 11/3/2025 | | | $25,000,000
| | | $25,000,000 | | | $24,850,000 | | | — | | | |
Callodine
Commercial Finance, LLC | | | 2 International Place, Suite 1830, | | | Subordinated
Debt | | | SOFR(M) | | | 0.25% | | | 8.50% | | | 13.90% | | | 10/8/2027 | | | $5,000,000
| | | 5,000,000 | | | 4,955,000 | | | — | | | R
|
GC Champion Acquisition LLC (Numerix) | | | 99 Park Avenue, 5th FL, | | | First Lien Term Loan | | | SOFR(S) | | | 1.00% | | | 6.75% | | | 11.78% | | | 8/21/2028 | | | $7,122,636
| | | 7,002,230 | | | 7,005,113 | | | — | | | |
GC
Champion Acquisition LLC (Numerix) | | | 99 Park Avenue, 5th FL, | | | First
Lien Delayed Draw Term Loan | | | SOFR(S) | | | 1.00% | | | 6.75% | | | 11.78% | | | 8/21/2028 | | | $1,978,510
| | | 1,942,991 | | | 1,945,865 | | | — | | | |
Gordon
Brothers Finance Company | | | 2 International Place, Suite 1830, | | | Unsecured
Debt | | | LIBOR(M) | | | 1.00% | | | 11.00% | | | 18.19% | | | 10/31/2021 | | | $37,183,232
| | | 37,183,232 | | | 14,999,000 | | | — | | | G/Q/S
|
Libra Solutions Intermediate Holdco, LLC et al (fka Oasis Financial, LLC) | | | | | Second
Lien Term Loan | | | SOFR(M) | | | 1.00% | | | 8.50% | | | 13.71% | | | 7/5/2026 | | | $5,000,000
| | | 4,939,026 | | | 4,890,000 | | | — | | | ||
Wealth
Enhancement Group, LLC | | | | | First
Lien Delayed Draw Term Loan | | | SOFR(Q)/(S) | | | 1.00% | | | 6.25% | | | 11.09% | | | 10/4/2027 | | | $5,186,938
| | | 5,166,802 | | | 5,026,273 | | | — | | | M
| |
Wealth Enhancement Group, LLC | | | | | First
Lien Revolver | | | SOFR(Q) | | | 1.00% | | | 6.25% | | | 11.09% | | | 10/4/2027 | | | $—
| | | (1,655) | | | (9,177) | | | — | | | M
| |
Worldremit Group Limited (United Kingdom) | | | 62 Buckingham Gate, London SW1E 6AJ, United Kingdom | | | First
Lien Term Loan (3.0% Exit Fee) | | | SOFR(Q)/(M) | | | 1.00% | | | 9.25% | | | 14.65% | | | 2/11/2025 | | | $11,300,000
| | | 11,195,483 | | | 11,017,500 | | | — | | | H/J
|
| | | | | | | | | | | | | | | | | | | 110,035,795
| | | 87,286,625 | | | | | |||||||||||
Health
Care Providers & Services | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
INH
Buyer, Inc. (IMS Health) | | | 6675 Westwood Boulevard Suite 475 | | | First Lien Term Loan (1.5% Exit Fee) | | | SOFR(Q) | | | 1.00% | | | 3.50%
Cash + 3.50% PIK | | | 12.34% | | | 6/28/2028 | | | $2,737,517
| | | 2,693,030 | | | 2,258,451 | | | — | | | D
|
Opco Borrower, LLC (Giving Home Health Care) | | | 835 W 6th Street, Suite 1450, | | | First Lien Term Loan | | | SOFR(Q) | | | 1.00% | | | 6.50% | | | 11.84% | | | 8/19/2027 | | | $337,305
| | | 334,450 | | | 337,035 | | | — | | | |
Opco
Borrower, LLC (Giving Home Health Care) | | | 835 W 6th Street, Suite 1450, | | | First
Lien Revolver | | | SOFR(Q) | | | 1.00% | | | 6.50% | | | 11.84% | | | 8/19/2027 | | | $—
| | | (260) | | | (25) | | | — | | | M
|
Outcomes Group Holdings, Inc. | | | 1277 Treat Blvd, Suite 800, | | | Second Lien Term Loan | | | LIBOR(M) | | | — | | | 7.50% | | | 12.69% | | | 10/26/2026 | | | $5,769,231
| | | 5,764,494 | | | 5,653,846 | | | — | | | |
Outcomes
Group Holdings, Inc. | | | 1277 Treat Blvd, Suite 800, | | | Second
Lien Term Loan | | | SOFR(M) | | | 0.50% | | | 7.50% | | | 12.70% | | | 10/26/2026 | | | $3,538,462
| | | 3,497,961 | | | 3,432,308 | | | — | | | |
PHC
Buyer, LLC (Patriot Home Care) | | | 5700 N. Broad Street, 3rd Floor, Philadelphia, PA 190006 | | | First
Lien Term Loan | | | SOFR(Q) | | | 0.75% | | | 6.00% | | | 11.26% | | | 5/4/2028 | | | $3,779,650
| | | 3,716,789 | | | 3,702,545 | | | — | | | |
PHC
Buyer, LLC (Patriot Home Care) | | | 5700 N. Broad Street, 3rd Floor, Philadelphia, PA 190006 | | | First
Lien Delayed Draw Term Loan | | | SOFR(Q) | | | 0.75% | | | 6.00% | | | 11.26% | | | 5/4/2028 | | | $—
| | | (8,978) | | | (29,670) | | | — | | | M
|
Team Services Group, LLC | | | 3131 Camino del Rio North, Suite 650, | | | Second Lien Term Loan | | | LIBOR(Q) | | | 1.00% | | | 9.00% | | | 14.27% | | | 11/13/2028 | | | $6,554,543
| | | 6,405,594 | | | 6,095,725 | | | — | | | O
|
| | | | | | | | | | | | | | | | | | | 22,403,080
| | | 21,450,215 | | | | | |||||||||||
Health
Care Technology | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
Appriss
Health, LLC (PatientPing) | | | | | First
Lien Term Loan | | | LIBOR(M) | | | 1.00% | | | 7.25% | | | 11.90% | | | 5/6/2027 | | | $2,861,520
| | | 2,824,047 | | | 2,749,920 | | | — | | | ||
Appriss
Health, LLC (PatientPing) | | | | | First
Lien Revolver | | | LIBOR(M) | | | 1.00% | | | 7.25% | | | 11.90% | | | 5/6/2027 | | | $—
| | | (2,465) | | | (7,477) | | | — | | | M
| |
CareATC, Inc. | | | | | First
Lien Term Loan | | | SOFR(Q) | | | 1.00% | | | 7.75% | | | 13.07% | | | 3/14/2026 | | | $7,664,445
| | | 7,582,993 | | | 7,480,498 | | | — | | | ||
CareATC,
Inc. | | | | | First
Lien Revolver | | | SOFR(Q) | | | 1.00% | | | 7.75% | | | 13.07% | | | 3/14/2026 | | | $—
| | | (3,074) | | | (8,114) | | | — | | | M
| |
ESO Solutions, Inc. | | | | | First
Lien Term Loan | | | SOFR(Q) | | | 1.00% | | | 7.00% | | | 12.25% | | | 5/3/2027 | | | $8,380,593
| | | 8,255,135 | | | 8,036,989 | | | — | | | ||
ESO
Solutions, Inc. | | | | | First
Lien Revolver | | | SOFR(Q) | | | 1.00% | | | 7.00% | | | 12.33% | | | 5/3/2027 | | | $369,758
| | | 361,836 | | | 344,492 | | | — | | | M
| |
Gainwell Acquisition Corp. | | | 1775 Tysons Blvd., Suite 900, | | | Second Lien Term Loan | | | SOFR(Q) | | | 1.00% | | | 8.00% | | | 13.04% | | | 10/2/2028 | | | $2,016,737
| | | 2,009,227 | | | 1,988,503 | | | — | | | |
Sandata
Technologies, LLC | | | | | First
Lien Term Loan | | | SOFR(Q) | | | — | | | 6.00% | | | 11.50% | | | 7/23/2024 | | | $4,500,000
| | | 485,352 | | | 4,459,500 | | | — | | |
Issuer(N/P) | | | Address | | | Instrument | | | Ref(E) | | | Floor | | | Spread | | | Total
Coupon | | | Maturity | | | Principal | | | Cost(A) | | | Fair Value(B)
| | | Percentage of Class Held(U) | | | Notes
|
Sandata Technologies, LLC | | | | | First
Lien Revolver | | | LIBOR(Q)/SOFR(Q) | | | — | | | 6.00% | | | 11.46% | | | 7/23/2024 | | | $500,000
| | | $498,343 | | | $495,500
| | | — | | | T | |
| | | | | | | | | | | | | | | | | | | 26,011,394
| | | 25,539,811 | | | | | |||||||||||
Hotels,
Restaurants & Leisure | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
OCM
Luxembourg Baccarat Bidco S.À R.L. (Interblock) (Slovenia) | | | Gorenjska cesta 23, 1234 Mengeš, Slovenia | | | First Lien Term Loan | | | SOFR(Q) | | | 0.75% | | | 6.25% | | | 11.48% | | | 6/3/2027 | | | $5,208,243
| | | 5,121,332 | | | 5,083,245 | | | — | | | H/J
|
OCM Luxembourg Baccarat Bidco S.À R.L. (Interblock) (Slovenia) | | | Gorenjska cesta 23, 1234 Mengeš, Slovenia | | | First
Lien Revolver | | | PRIME | | | 0.75% | | | 5.25% | | | 13.50% | | | 6/3/2027 | | | $209,904
| | | 203,265 | | | 199,829 | | | — | | | H/J/M
|
Showtime Acquisition, L.L.C. (World Choice) | | | | | First
Lien Term Loan | | | SOFR(Q) | | | 1.00% | | | 7.50% | | | 12.67% | | | 8/7/2028 | | | $6,109,360
| | | 5,937,108 | | | 5,938,909 | | | — | | | ||
Showtime
Acquisition, L.L.C. (World Choice) | | | | | First
Lien Delayed Draw Term Loan | | | SOFR(Q) | | | 1.00% | | | 7.50% | | | 12.67% | | | 8/7/2028 | | | $—
| | | (4,851) | | | (9,740) | | | — | | | M
| |
Showtime Acquisition, L.L.C. (World Choice) | | | | | First
Lien Revolver | | | SOFR(Q) | | | 1.00% | | | 7.50% | | | 12.67% | | | 8/7/2028 | | | $—
| | | (12,150) | | | (12,175) | | | — | | | M
| |
| | | | | | | | | | | | | | | | | | | 11,244,704
| | | 11,200,068 | | | | | |||||||||||
Insurance | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
AmeriLife
Holdings, LLC | | | | | First
Lien Term Loan | | | SOFR(S) | | | 0.75% | | | 5.75% | | | 10.88% | | | 8/31/2029 | | | $4,101,143
| | | 4,027,208 | | | 3,974,007 | | | — | | | ||
AmeriLife
Holdings, LLC | | | | | First
Lien Delayed Draw Term Loan | | | SOFR(S) | | | 0.75% | | | 5.75% | | | 10.62% | | | 8/31/2029 | | | $683,524
| | | 668,050 | | | 651,687 | | | — | | | M
| |
AmeriLife Holdings, LLC | | | | | First Lien Revolver | | | SOFR(S) | | | 0.75% | | | 5.75% | | | 10.99% | | | 8/31/2028 | | | $85,870
| | | 76,971 | | | 69,898 | | | — | | | M
| |
Integrity Marketing Acquisition, LLC | | | 1445 Ross Avenue, 40th Floor, | | | First Lien Incremental Term Loan | | | SOFR(Q) | | | 0.75% | | | 6.50% | | | 11.76% | | | 8/27/2025 | | | $5,141,914
| | | 5,067,580 | | | 5,121,347 | | | — | | | |
Integrity
Marketing Acquisition, LLC | | | 1445 Ross Avenue, 40th Floor, | | | First Lien Incremental Revolver | | | SOFR(Q) | | | 0.75% | | | 6.50% | | | 11.76% | | | 8/27/2025 | | | $—
| | | (325,381) | | | (20,671) | | | — | | | M
|
IT Parent, LLC (Insurance Technologies) | | | 2 South Cascade Avenue, | | | First Lien Term Loan | | | SOFR(M) | | | 1.00% | | | 6.25% | | | 11.45% | | | 10/1/2026 | | | $1,923,785
| | | 1,901,403 | | | 1,781,425 | | | — | | | |
IT
Parent, LLC (Insurance Technologies) | | | 2 South Cascade Avenue, | | | First
Lien Revolver | | | SOFR(M) | | | 1.00% | | | 6.25% | | | 11.46% | | | 10/1/2026 | | | $208,333
| | | 205,459 | | | 189,833 | | | — | | | M
|
Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance) | | | 2500 W. Executive Parkway, Suite 200, Lehi, UT, 84043 | | | First
Lien Term Loan | | | SOFR(M) | | | 0.75% | | | 6.00% | | | 11.22% | | | 11/1/2028 | | | $848,095
| | | 837,517 | | | 820,108 | | | — | | | |
Peter
C. Foy & Associates Insurance Services, LLC (PCF Insurance) | | | 2500 W. Executive Parkway, Suite 200, Lehi, UT, 84043 | | | First
Lien Delayed Draw Term Loan | | | SOFR(M) | | | 0.75% | | | 6.00% | | | 11.22% | | | 11/1/2028 | | | $2,122,239
| | | 2,097,830 | | | 2,052,205 | | | — | | | |
| | | | | | | | | | | | | | | | | | | 14,556,637
| | | 14,639,839 | | | | | |||||||||||
Internet
& Catalog Retail | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
CommerceHub,
Inc. | | | | | First
Lien Term Loan | | | SOFR(Q) | | | 0.75% | | | 6.25% | | | 11.47% | | | 12/29/2027 | | | $2,214,586
| | | 2,074,398 | | | 2,075,067 | | | — | | | ||
Syndigo,
LLC | | | 141 W. Jackson Blvd, Ste 1220, | | | Second
Lien Term Loan | | | LIBOR(Q) | | | 0.75% | | | 8.00% | | | 13.55% | | | 12/14/2028 | | | $4,673,472
| | | 4,620,771 | | | 3,925,717 | | | — | | | |
| | | | | | | | | | | | | | | | | | | 6,695,169
| | | 6,000,784 | | | | | |||||||||||
Internet
Software & Services | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
Anaconda,
Inc. | | | 1108 Lavaca Street, Suite 110-645, | | | First
Lien Term Loan | | | SOFR(Q) | | | 1.00% | | | 7.50% | | | 12.73% | | | 8/22/2027 | | | $1,938,957
| | | 1,921,915 | | | 1,902,116 | | | — | | | |
Astra
Acquisition Corp. (Anthology) | | | | | Second
Lien Term Loan | | | SOFR(M) | | | 0.75% | | | 8.88% | | | 14.09% | | | 10/25/2029 | | | $7,164,842
| | | 7,045,756 | | | 3,851,103 | | | — | | | O
| |
Bynder Bidco B.V. (Netherlands) | | | Max Euweplein 46, 1017 MB Amsterdam, Netherlands | | | First
Lien Term Loan B | | | SOFR(S) | | | 1.00% | | | 7.25% | | | 12.05% | | | 1/26/2029 | | | $4,653,609
| | | 4,519,598 | | | 4,523,308 | | | — | | | H/J
|
Bynder Bidco B.V. (Netherlands) | | | Max Euweplein 46, 1017 MB Amsterdam, Netherlands | | | First
Lien Revolver B | | | SOFR(S) | | | 1.00% | | | 7.25% | | | 12.05% | | | 1/26/2029 | | | $—
| | | (10,514) | | | (10,568) | | | — | | | H/J/M
|
Bynder Bidco, Inc. (Netherlands) | | | Max Euweplein 46, 1017 MB Amsterdam, Netherlands | | | First
Lien Term Loan A | | | SOFR(S) | | | 1.00% | | | 7.25% | | | 12.05% | | | 1/26/2029 | | | $1,283,754
| | | 1,246,786 | | | 1,247,809 | | | — | | | H/J
|
Bynder Bidco, Inc. (Netherlands) | | | Max Euweplein 46, 1017 MB Amsterdam, Netherlands | | | First
Lien Revolver A | | | SOFR(S) | | | 1.00% | | | 7.25% | | | 12.05% | | | 1/26/2029 | | | $—
| | | (2,897) | | | (2,912) | | | — | | | H/J/M
|
Gympass US, LLC | | | 18 W 18th St, | | | First
Lien Term Loan | | | SOFR(M) | | | 1.00% | | | 4.00%
Cash + 4.00% PIK | | | 13.26% | | | 7/8/2027 | | | $1,962,111
| | | 1,946,678 | | | 1,942,490 | | | — | | | D
|
InMoment, Inc. | | | | | First
Lien Term Loan | | | SOFR(S) | | | 0.75% | | | 5.00%
Cash + 2.50% PIK | | | 12.34% | | | 6/8/2028 | | | $11,605,782
| | | 11,409,369 | | | 11,327,243 | | | — | | | D
|
Issuer(N/P) | | | Address | | | Instrument | | | Ref(E) | | | Floor | | | Spread | | | Total
Coupon | | | Maturity | | | Principal | | | Cost(A) | | | Fair Value(B)
| | | Percentage of Class Held(U) | | | Notes
|
Magenta Buyer, LLC (McAfee) | | | 6220 America Ctr Dr, San Jose, CA, 95002 | | | First
Lien Incremental Term Loan | | | Fixed | | | — | | | 12.00% | | | 12.00% | | | 7/27/2028 | | | $1,303,641
| | | $1,189,567 | | | $1,055,949 | | | — | | | O
|
Magenta Buyer, LLC (McAfee) | | | 6220 America Ctr Dr, San Jose, CA, 95002 | | | Second
Lien Term Loan | | | LIBOR(Q) | | | 0.75% | | | 8.25% | | | 13.53% | | | 7/27/2029 | | | $7,000,000
| | | 6,918,149 | | | 4,515,000 | | | — | | | O
|
Oranje Holdco, Inc. (KnowBe4) | | | | | First
Lien Term Loan | | | SOFR(Q) | | | 1.00% | | | 7.75% | | | 12.79% | | | 2/1/2029 | | | $3,336,406
| | | 3,257,582 | | | 3,276,351 | | | — | | | ||
Oranje
Holdco, Inc. (KnowBe4) | | | | | First
Lien Revolver | | | SOFR(Q) | | | 1.00% | | | 7.75% | | | 12.79% | | | 2/1/2029 | | | $—
| | | (9,708) | | | (7,507) | | | — | | | M
| |
Persado, Inc. | | | 11 East 26th St, | | | First Lien Term Loan (6.575% Exit Fee) | | | SOFR(M) | | | 1.80% | | | 7.50% | | | 12.66% | | | 6/10/2027 | | | $4,956,117
| | | 4,899,712 | | | 4,539,804 | | | — | | | |
Persado,
Inc. | | | 11 East 26th St, | | | First
Lien Delayed Draw Term Loan (6.575% Exit Fee) | | | SOFR(M) | | | 1.80% | | | 7.50% | | | 12.66% | | | 6/10/2027 | | | $1,328,125
| | | 1,321,098 | | | 1,216,563 | | | — | | | |
Pluralsight,
Inc. | | | 42 Future Way, | | | First
Lien Term Loan | | | SOFR(Q) | | | 1.00% | | | 8.00% | | | 13.04% | | | 4/6/2027 | | | $12,069,635
| | | 11,899,910 | | | 11,514,431 | | | — | | | |
Pluralsight,
Inc. | | | 42 Future Way, | | | First
Lien Revolver | | | SOFR(Q) | | | 1.00% | | | 8.00% | | | 13.04% | | | 4/6/2027 | | | $465,183
| | | 453,334 | | | 422,386 | | | — | | | M
|
Quartz Holding Company (Quick Base) | | | | | Second
Lien Term Loan | | | SOFR(M) | | | — | | | 8.00% | | | 13.20% | | | 4/2/2027 | | | $5,512,958
| | | 5,454,805 | | | 5,485,393 | | | — | | | ||
Reveal
Data Corporation et al | | | 145 S Wells St. Ste 500, | | | First
Lien FILO Term Loan | | | SOFR(S) | | | 1.00% | | | 6.50% | | | 10.22% | | | 3/9/2028 | | | $2,814,549
| | | 2,758,537 | | | 2,743,905 | | | — | | | |
Sailpoint
Technologies Holdings, Inc. | | | | | First
Lien Term Loan | | | SOFR(M) | | | 0.75% | | | 6.25% | | | 11.35% | | | 8/16/2029 | | | $4,111,714
| | | 4,037,431 | | | 4,085,810 | | | — | | | ||
Sailpoint
Technologies Holdings, Inc. | | | | | First
Lien Revolver | | | SOFR(M) | | | 0.75% | | | 6.25% | | | 11.35% | | | 8/16/2028 | | | $—
| | | (5,710) | | | (2,470) | | | — | | | M
| |
Spartan Bidco Pty Ltd (StarRez) (Australia) | | | 660 Spencer Street, West Melbourne, Victoria 3003, Australia | | | First
Lien Term Loan | | | SOFR(Q) | | | 0.75% | | | 0.75%
Cash + 6.25% PIK | | | 12.22% | | | 1/24/2028 | | | $3,967,055
| | | 3,901,592 | | | 3,895,648 | | | — | | | D/H/J
|
Suited Connector, LLC | | | | | First
Lien Term Loan | | | SOFR(S) | | | 1.00% | | | 6.00%
Cash + 2.00% PIK | | | 13.31% | | | 12/1/2027 | | | $1,403,137
| | | 1,380,555 | | | 1,021,483 | | | — | | | D
| |
Suited Connector, LLC | | | | | First
Lien Revolver | | | SOFR(S) | | | 1.00% | | | 6.00%
Cash + 2.00% PIK | | | 13.36% | | | 12/1/2027 | | | $231,387
| | | 227,846 | | | 168,449 | | | — | | | D
| |
| | | | | | | | | | | | | | | | | | | 75,761,391
| | | 68,711,784 | | | | | |||||||||||
IT
Services | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
Avalara,
Inc. | | | 225 S. King Street, Suite 1800, | | | First
Lien Term Loan | | | SOFR(Q) | | | 0.75% | | | 7.25% | | | 12.49% | | | 10/19/2028 | | | $2,250,000
| | | 2,199,467 | | | 2,238,750 | | | — | | | |
Avalara,
Inc. | | | 225 S. King Street, Suite 1800, | | | First
Lien Revolver | | | SOFR(Q) | | | 0.75% | | | 7.25% | | | 12.49% | | | 10/19/2028 | | | $—
| | | (4,976) | | | (1,125) | | | — | | | M
|
Ensono, Inc. | | | | | Second
Lien Term Loan B | | | SOFR(M) | | | — | | | 8.00% | | | 13.22% | | | 5/28/2029 | | | $5,000,000
| | | 4,963,345 | | | 4,535,000 | | | — | | | ||
Idera,
Inc. | | | 10801 North Mopac Expressway Building 1, Suite 100, Austin, TX, 78759 | | | Second
Lien Term Loan | | | SOFR(M) | | | 0.75% | | | 6.75% | | | 12.01% | | | 2/4/2029 | | | $2,867,296
| | | 2,852,573 | | | 2,508,884 | | | — | | | O
|
Madison Logic Holdings, Inc. | | | 257 Park Ave. S. 5th Floor, | | | First Lien Term Loan | | | SOFR(Q) | | | 1.00% | | | 7.00% | | | 12.24% | | | 12/29/2028 | | | $4,996,249
| | | 4,854,068 | | | 4,861,350 | | | — | | | |
Madison
Logic Holdings, Inc. | | | 257 Park Ave. S. 5th Floor, | | | First
Lien Revolver | | | SOFR(Q) | | | 1.00% | | | 7.00% | | | 12.24% | | | 12/30/2027 | | | $—
| | | (9,717) | | | (9,706) | | | — | | | M
|
Serrano Parent, LLC (Sumo Logic) | | | 855 Main St., Suite 100, | | | First Lien Term Loan | | | SOFR(Q) | | | 1.00% | | | 6.50% | | | 11.60% | | | 5/13/2030 | | | $6,079,701
| | | 5,928,018 | | | 5,970,267 | | | — | | | |
Serrano
Parent, LLC (Sumo Logic) | | | 855 Main St., Suite 100, | | | First Lien Revolver | | | SOFR(Q) | | | 1.00% | | | 6.50% | | | 11.60% | | | 5/13/2030 | | | $—
| | | (14,916) | | | (10,943) | | | — | | | M
|
| | | | | | | | | | | | | | | | | | | 20,767,862
| | | 20,092,477 | | | | | |||||||||||
Leisure
Products | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
Peloton
Interactive, Inc. | | | 441 Ninth Ave, 6th Floor, | | | First
Lien Term Loan | | | SOFR(S) | | | 0.50% | | | 7.00% | | | 12.26% | | | 5/25/2027 | | | $2,618,343
| | | 2,539,706 | | | 2,605,251 | | | — | | | J/O |
| | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||
Life
Sciences Tools & Services | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
Alcami
Corporation | | | 2320 Scientific Park Drive, | | | First
Lien Term Loan | | | SOFR(M) | | | 1.00% | | | 7.00% | | | 12.20% | | | 12/21/2028 | | | $2,191,298
| | | 2,119,217 | | | 2,169,385 | | | — | | | |
Alcami
Corporation | | | 2320 Scientific Park Drive, | | | First
Lien Delayed Draw Term Loan | | | SOFR(M) | | | 1.00% | | | 7.00% | | | 12.20% | | | 12/21/2028 | | | $—
| | | (5,892) | | | (1,835) | | | — | | | M
|
Issuer(N/P) | | | Address | | | Instrument | | | Ref(E) | | | Floor | | | Spread | | | Total
Coupon | | | Maturity | | | Principal | | | Cost(A) | | | Fair Value(B)
| | | Percentage of Class Held(U) | | | Notes
|
Alcami Corporation | | | 2320 Scientific Park Drive, | | | First Lien Revolver | | | SOFR(M) | | | 1.00% | | | 7.00% | | | 12.20% | | | 12/21/2028 | | | $—
| | | $(9,401) | | | $(2,936) | | | — | | | M
|
| | | | | | | | | | | | | | | | | | | 2,103,924
| | | 2,164,614 | | | | | |||||||||||
Machinery | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
Sonny's
Enterprises, LLC | | | | | First
Lien Term Loan | | | SOFR(Q) | | | 1.00% | | | 6.75% | | | 11.96% | | | 8/5/2028 | | | $6,197,278
| | | 6,069,291 | | | 6,079,530 | | | — | | | ||
Sonny's
Enterprises, LLC | | | | | First
Lien Delayed Draw Term Loan | | | SOFR(Q) | | | 1.00% | | | 6.75% | | | 11.96% | | | 8/5/2028 | | | $—
| | | (4,970) | | | (3,886) | | | — | | | M
| |
Sonny's Enterprises, LLC | | | | | First
Lien Revolver | | | SOFR(Q) | | | 1.00% | | | 6.75% | | | 11.96% | | | 8/5/2027 | | | $—
| | | (4,273) | | | (3,368) | | | — | | | M
| |
| | | | | | | | | | | | | | | | | | | 6,060,048
| | | 6,072,276 | | | | | |||||||||||
Media | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
NEP
Group, Inc. et al | | | 2 Beta Drive, | | | First
Lien Term Loan | | | SOFR(M) | | | — | | | 3.25% | | | 8.47% | | | 10/20/2025 | | | $658,609
| | | 607,272 | | | 589,949 | | | — | | | O
|
NEP Group, Inc. et al | | | 2 Beta Drive, | | | Second
Lien Term Loan | | | SOFR(M) | | | — | | | 7.00% | | | 12.22% | | | 10/19/2026 | | | $3,131,760
| | | 2,943,355 | | | 2,248,353 | | | — | | | O
|
Streamland Media Midco LLC | | | 1132 Vine Street, | | | First Lien Term Loan | | | SOFR(Q) | | | 1.00% | | | 6.75% | | | 12.06% | | | 8/31/2023 | | | $377,150
| | | 376,011 | | | 362,064 | | | — | | | |
Terraboost
Media Operating Company, LLC | | | 2232 Dell Range Blvd, Suite 202 | | | First
Lien Term Loan | | | SOFR(Q) | | | 1.00% | | | 6.50% | | | 11.89% | | | 8/23/2026 | | | $3,615,463
| | | 3,563,792 | | | 3,315,380 | | | — | | | D
|
| | | | | | | | | | | | | | | | | | | 7,490,430
| | | 6,515,746 | | | | | |||||||||||
Paper
& Forest Products | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
Alpine
Acquisition Corp II (48Forty) | | | 3650 Mansell Road, Suite 100, | | | First
Lien Term Loan | | | SOFR(M) | | | 1.00% | | | 5.75% | | | 11.01% | | | 11/30/2026 | | | $10,013,136
| | | 9,833,755 | | | 9,726,761 | | | — | | | |
Alpine
Acquisition Corp II (48Forty) | | | 3650 Mansell Road, Suite 100, | | | First
Lien Revolver | | | SOFR(M) | | | 1.00% | | | 5.75% | | | 11.01% | | | 11/30/2026 | | | $134,008
| | | 119,338 | | | 114,844 | | | — | | | M
|
FSK Pallet Holding Corp. (Kamps) | | | 665 Seward Ave, Nw Ste 301, | | | First Lien Term Loan | | | SOFR(Q) | | | 1.25% | | | 6.00% | | | 11.04% | | | 12/23/2026 | | | $3,516,226
| | | 3,420,858 | | | 3,410,036 | | | — | | | |
| | | | | | | | | | | | | | | | | | | 13,373,951
| | | 13,251,641 | | | | | |||||||||||
Professional
Services | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
DTI
Holdco, Inc. (Epiq Systems, Inc.) | | | 777 Third Avenue, 12th Floor, | | | Second
Lien Term Loan | | | SOFR(Q) | | | 0.75% | | | 7.75% | | | 12.80% | | | 4/26/2030 | | | $5,007,465
| | | 4,923,315 | | | 4,306,420 | | | — | | | |
GI
Consilio Parent, LLC | | | 1828 L St. NW, Suite 1070, | | | Second Lien Term Loan | | | LIBOR(M) | | | 0.50% | | | 7.50% | | | 12.69% | | | 5/14/2029 | | | $5,000,000
| | | 4,966,445 | | | 4,885,000 | | | — | | | |
ICIMS,
Inc. | | | | | First
Lien Term Loan | | | SOFR(Q) | | | 0.75% | | | 3.38%
Cash + 3.88% PIK | | | 12.38% | | | 8/18/2028 | | | $11,060,029
| | | 10,889,671 | | | 10,982,609 | | | — | | | D
| |
ICIMS, Inc. | | | | | First
Lien Delayed Draw Term Loan | | | SOFR(Q) | | | 0.75% | | | 3.38%
Cash + 3.88% PIK | | | 12.38% | | | 8/18/2028 | | | $221,336
| | | 221,336 | | | 200,772 | | | — | | | D/M
| |
ICIMS, Inc. | | | | | First
Lien Revolver | | | SOFR(Q) | | | 0.75% | | | 6.75% | | | 11.99% | | | 8/18/2028 | | | $175,907
| | | 160,122 | | | 168,534 | | | — | | | M
| |
JobandTalent USA, Inc. (United Kingdom) | | | 199 Bishopgate, Spitalfields, London EC2M 3TY, United Kingdom | | | First
Lien Term Loan (3.0% Exit Fee) | | | SOFR(M) | | | 1.00% | | | 8.75% | | | 13.96% | | | 2/17/2025 | | | $9,892,491
| | | 9,784,932 | | | 9,694,641 | | | — | | | H/J
|
JobandTalent USA, Inc. (United Kingdom) | | | 199 Bishopgate, Spitalfields, London EC2M 3TY, United Kingdom | | | First
Lien Delayed Draw Term Loan (3.0% Exit Fee) | | | SOFR(M) | | | 1.00% | | | 8.75% | | | 13.96% | | | 2/17/2025 | | | $5,300,000
| | | 5,248,511 | | | 5,194,000 | | | — | | | H/J
|
TLE Holdings, LLC | | | | | First
Lien Term Loan | | | SOFR(M) | | | 1.00% | | | 5.50% | | | 10.70% | | | 6/28/2024 | | | $3,800,366
| | | 3,634,043 | | | 3,724,359 | | | — | | | ||
TLE
Holdings, LLC | | | | | First
Lien Delayed Draw Term Loan | | | SOFR(M) | | | 1.00% | | | 5.50% | | | 10.70% | | | 6/28/2024 | | | $972,883
| | | 930,304 | | | 953,425 | | | — | | | ||
VT
TopCo, Inc. (Veritext) | | | | | Second
Lien Term Loan | | | SOFR(M) | | | 0.75% | | | 6.75% | | | 11.97% | | | 8/4/2026 | | | $1,064,655
| | | 1,060,238 | | | 1,010,091 | | | — | | | O
| |
| | | | | | | | | | | | | | | | | | | 41,818,917
| | | 41,119,851 | | | | | |||||||||||
Real
Estate Management & Development | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
Greystone
Affordable Housing Initiatives, LLC | | | 4025 Lake Boone Trail, Suite 209, | | | First
Lien Delayed Draw Term Loan | | | LIBOR(S) | | | 1.25% | | | 6.00% | | | 11.14% | | | 3/2/2026 | | | $1,866,667
| | | 1,866,667 | | | 1,846,133 | | | — | | | J
|
Greystone Select Company II, LLC (Passco) | | | 152 West 57th St., | | | First Lien Term Loan | | | SOFR(M) | | | 1.50% | | | 6.50% | | | 11.72% | | | 3/21/2027 | | | $4,661,332
| | | 4,583,459 | | | 4,602,600 | | | — | | | |
| | | | | | | | | | | | | | | | | | | 6,450,126
| | | 6,448,733 | | | | |
Issuer(N/P) | | | Address | | | Instrument | | | Ref(E) | | | Floor | | | Spread | | | Total
Coupon | | | Maturity | | | Principal | | | Cost(A) | | | Fair Value(B)
| | | Percentage of Class Held(U) | | | Notes
|
Road & Rail | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
Motive
Technologies, Inc. (fka Keep Truckin, Inc.) | | | 5 Hawthorne St, | | | First Lien Term Loan | | | SOFR(S) | | | 1.00% | | | 7.25% | | | 12.77% | | | 4/8/2025 | | | $15,000,000
| | | $14,876,102 | | | $14,850,000 | | | — | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||
Semiconductors
& Semiconductor Equipment | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
Emerald
Technologies (U.S.) AcquisitionCo, Inc | | | 1 Stiles Road, | | | First
Lien Term Loan | | | SOFR(Q) | | | 1.00% | | | 6.25% | | | 11.66% | | | 12/29/2027 | | | $1,874,846
| | | 1,843,897 | | | 1,781,103 | | | — | | | |
Emerald
Technologies (U.S.) AcquisitionCo, Inc | | | 1 Stiles Road, | | | First
Lien Revolver | | | SOFR(M) | | | 1.00% | | | 6.00% | | | 11.22% | | | 12/29/2026 | | | $420,175
| | | 349,434 | | | 365,295 | | | — | | | M
|
| | | | | | | | | | | | | | | | | | | 2,193,331
| | | 2,146,398 | | | | | |||||||||||
Software | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
Aerospike,
Inc. | | | | | First
Lien Term Loan (0.50% Exit Fee) | | | SOFR(M) | | | 1.00% | | | 7.50% | | | 12.72% | | | 12/29/2025 | | | $2,416,867
| | | 2,401,989 | | | 2,384,723 | | | — | | | ||
Aerospike,
Inc. | | | | | First
Lien Delayed Draw Term Loan (0.50% Exit Fee) | | | SOFR(M) | | | 1.00% | | | 7.50% | | | 12.75% | | | 12/29/2025 | | | $1,054,373
| | | 1,031,415 | | | 1,040,367 | | | — | | | ||
AlphaSense,
Inc. | | | 24 Union Square East, 5th Floor, | | | First
Lien Term Loan | | | SOFR(M) | | | 1.00% | | | 7.00% | | | 12.19% | | | 3/11/2027 | | | $8,673,018
| | | 8,604,138 | | | 8,666,947 | | | — | | | |
Aras
Corporation | | | | | First
Lien Term Loan | | | LIBOR(Q) | | | 1.00% | | | 3.50%
Cash + 3.25% PIK | | | 11.99% | | | 4/13/2027 | | | $4,527,228
| | | 4,474,770 | | | 4,377,829 | | | — | | | D
| |
Aras Corporation | | | | | First
Lien Revolver | | | LIBOR(Q)/(S) | | | 1.00% | | | 6.50% | | | 11.66% | | | 4/13/2027 | | | $204,763
| | | 200,854 | | | 194,627 | | | — | | | M
| |
Backoffice Associates Holdings, LLC (Syniti) | | | | | First Lien Term Loan | | | SOFR(S) | | | 1.00% | | | 7.75% | | | 13.03% | | | 4/30/2026 | | | $4,886,506
| | | 4,799,191 | | | 4,896,278 | | | — | | | ||
Backoffice
Associates Holdings, LLC (Syniti) | | | | | First
Lien Revolver | | | PRIME | | | 1.00% | | | 6.75% | | | 15.00% | | | 4/30/2026 | | | $657,055
| | | 645,168 | | | 657,055 | | | — | | | ||
Bluefin
Holding, LLC (BlackMountain) | | | 9350 S Dixie Hwy, Suite 1420, | | | Second
Lien Term Loan | | | LIBOR(Q) | | | — | | | 7.75% | | | 13.23% | | | 9/3/2027 | | | $4,809,535
| | | 4,766,503 | | | 4,674,868 | | | — | | | |
Bonterra
LLC (fka CyberGrants Holdings, LLC) | | | 300 Brickstone Square, Suite 601, | | | First
Lien Term Loan | | | LIBOR(Q) | | | 0.75% | | | 6.00% | | | 11.79% | | | 9/8/2027 | | | $2,833,333
| | | 2,801,462 | | | 2,753,717 | | | — | | | |
Bonterra
LLC (fka CyberGrants Holdings, LLC) | | | 300 Brickstone Square, Suite 601, | | | First
Lien Delayed Draw Term Loan | | | LIBOR(Q) | | | 0.75% | | | 6.00% | | | 11.79% | | | 9/8/2027 | | | $81,168
| | | 80,014 | | | 73,362 | | | — | | | M
|
Bonterra LLC (fka CyberGrants Holdings, LLC) | | | 300 Brickstone Square, Suite 601, | | | First Lien Revolver | | | LIBOR(Q) | | | 0.75% | | | 6.00% | | | 11.72% | | | 9/8/2027 | | | $273,311
| | | 270,289 | | | 265,505 | | | — | | | M
|
Disco Parent, Inc. (Duck Creek Technologies) | | | 22 Boston Wharf Road, 10th Floor, | | | First Lien Term Loan | | | SOFR(Q) | | | 1.00% | | | 7.50% | | | 12.76% | | | 3/30/2029 | | | $5,131,318
| | | 5,005,624 | | | 5,049,217 | | | — | | | |
Disco
Parent, Inc. (Duck Creek Technologies) | | | 22 Boston Wharf Road, 10th Floor, | | | First
Lien Revolver | | | SOFR(Q) | | | 1.00% | | | 7.50% | | | 12.76% | | | 3/30/2029 | | | $—
| | | (12,307) | | | (8,210) | | | — | | | M
|
Elastic Path Software Inc. (Canada) | | | 555 Burrard Street, 16th Floor, Vancouver, BC V7X 1M8, Canada | | | First
Lien Term Loan | | | SOFR(Q) | | | 1.00% | | | 7.50% | | | 12.70% | | | 1/6/2026 | | | $1,893,754
| | | 1,881,974 | | | 1,888,072 | | | — | | | H/J
|
Elastic Path Software Inc. (Canada) | | | 555 Burrard Street, 16th Floor, Vancouver, BC V7X 1M8, Canada | | | First
Lien Delayed Draw Term Loan | | | SOFR(Q) | | | 1.00% | | | 7.50% | | | 12.99% | | | 1/6/2026 | | | $961,395
| | | 953,620 | | | 958,511 | | | — | | | H/J
|
Fusion Risk Management, Inc. | | | | | First
Lien Term Loan | | | SOFR(Q) | | | 1.00% | | | 3.50%
Cash + 4.00% PIK | | | 12.63% | | | 5/22/2029 | | | $4,464,286
| | | 4,375,654 | | | 4,379,464 | | | — | | | D
| |
Fusion Risk Management, Inc. | | | | | First
Lien Revolver | | | SOFR(Q) | | | 1.00% | | | 7.00% | | | 12.13% | | | 5/22/2029 | | | $—
| | | (10,533) | | | (10,179) | | | — | | | M
| |
Grey Orange Incorporated | | | 660 Hembree Parkway Suite 120, | | | First Lien Term Loan (3.75% Exit Fee) | | | SOFR(Q) | | | 1.00% | | | 7.25% | | | 12.58% | | | 5/6/2026 | | | $1,539,384
| | | 1,527,175 | | | 1,522,758 | | | — | | | |
Grey
Orange Incorporated | | | 660 Hembree Parkway Suite 120, | | | First Lien Delayed Draw Term Loan (3.75% Exit Fee) | | | SOFR(Q)/(S) | | | 1.00% | | | 7.25% | | | 12.58% | | | 5/6/2026 | | | $1,539,384
| | | 1,528,197 | | | 1,522,758 | | | — | | | |
GTY
Technology Holdings Inc. | | | 363 W. Erie St., Floor 7, | | | First
Lien Term Loan | | | SOFR(Q) | | | 0.75% | | | 2.58%
Cash + 4.30% PIK | | | 12.12% | | | 7/9/2029 | | | $2,001,487
| | | 1,968,068 | | | 1,988,077 | | | — | | | D
|
GTY Technology Holdings Inc. | | | 363 W. Erie St., Floor 7, | | | First Lien Delayed Draw Term Loan | | | SOFR(Q) | | | 0.75% | | | 2.58%
Cash + 4.30% PIK | | | 12.10% | | | 7/9/2029 | | | $1,546,457
| | | 1,519,368 | | | 1,536,096 | | | — | | | D
|
GTY Technology Holdings Inc. | | | 363 W. Erie St., Floor 7, | | | First Lien Revolver | | | SOFR(Q) | | | 0.75% | | | 6.25% | | | 11.47% | | | 7/9/2029 | | | $—
| | | (6,037) | | | (2,337) | | | — | | | M
|
Integrate.com, Inc. (Infinity Data, Inc.) | | | | | First Lien Term Loan | | | SOFR(M) | | | 1.00% | | | 3.00%
Cash + 3.00% PIK | | | 11.20% | | | 12/17/2027 | | | $1,865,874
| | | 1,829,377 | | | 1,799,449 | | | — | | | D
|
Issuer(N/P) | | | Address | | | Instrument | | | Ref(E) | | | Floor | | | Spread | | | Total
Coupon | | | Maturity | | | Principal | | | Cost(A) | | | Fair Value(B)
| | | Percentage of Class Held(U) | | | Notes
|
Integrate.com, Inc. (Infinity Data, Inc.) | | | | | First Lien Delayed Draw Term Loan | | | SOFR(M) | | | 1.00% | | | 3.00%
Cash + 3.00% PIK | | | 11.19% | | | 12/17/2027 | | | $100,000
| | | $97,705 | | | $90,507 | | | — | | | D/M
| |
Integrate.com, Inc. (Infinity Data, Inc.) | | | | | First Lien Revolver | | | SOFR(M) | | | 1.00% | | | 6.00% | | | 11.19% | | | 12/17/2027 | | | $—
| | | (1,997) | | | (4,747) | | | — | | | M
| |
JOBVITE, Inc. (Employ, Inc.) | | | 610 Lincoln St, Suite 205, | | | First Lien Term Loan | | | SOFR(S) | | | 0.75% | | | 8.00% | | | 13.07% | | | 8/5/2028 | | | $7,017,052
| | | 6,861,264 | | | 6,852,152 | | | — | | | |
Kaseya
Inc. | | | 701 Brickell Ave., Suite 400 Miami, FL, 33131 | | | First
Lien Term Loan | | | SOFR(M) | | | 0.75% | | | 3.75%
Cash + 2.50% PIK | | | 11.35% | | | 6/25/2029 | | | $7,444,189
| | | 7,345,047 | | | 7,243,196 | | | — | | | D
|
Kaseya Inc. | | | 701 Brickell Ave., Suite 400 Miami, FL, 33131 | | | First
Lien Delayed Draw Term Loan | | | SOFR(M) | | | 0.75% | | | 3.75%
Cash + 2.50% PIK | | | 11.36% | | | 6/25/2029 | | | $27,757
| | | 24,841 | | | 15,471 | | | — | | | D/M
|
Kaseya Inc. | | | 701 Brickell Ave., Suite 400 Miami, FL, 33131 | | | First
Lien Revolver | | | SOFR(M) | | | 0.75% | | | 3.75%
Cash + 2.50% PIK | | | 11.36% | | | 6/25/2029 | | | $113,760
| | | 107,915 | | | 101,474 | | | — | | | D/M
|
Kong Inc. | | | 150 Spear Street, Suite 1600, | | | First Lien Term Loan | | | SOFR(M) | | | 1.00% | | | 5.50%
Cash + 3.25% PIK | | | 14.02% | | | 11/1/2027 | | | $2,134,656
| | | 2,094,476 | | | 2,113,949 | | | — | | | D
|
Nvest, Inc. (SigFig) | | | 2443 Fillmore Street, #380-1512, | | | First Lien Term Loan | | | SOFR(S) | | | 1.00% | | | 7.50% | | | 13.15% | | | 9/15/2025 | | | $2,349,466
| | | 2,325,368 | | | 2,277,572 | | | — | | | |
Oversight
Systems, Inc. | | | | | First
Lien Term Loan | | | SOFR(M) | | | 1.00% | | | 7.75% | | | 12.95% | | | 9/24/2026 | | | $1,608,107
| | | 1,586,095 | | | 1,577,392 | | | — | | | ||
Oversight
Systems, Inc. | | | | | First
Lien Delayed Draw Term Loan | | | SOFR(M) | | | 1.00% | | | 7.75% | | | 12.95% | | | 9/24/2026 | | | $—
| | | (1,397) | | | (1,389) | | | — | | | M
| |
SEP Eiger BidCo Ltd. (Beqom) (Switzerland) | | | Rue de la Colombiere 28, 1260 Nyon, Switzerland | | | First
Lien Term Loan | | | SOFR(Q) | | | 1.00% | | | 3.00%
Cash + 3.50% PIK | | | 11.54% | | | 5/9/2028 | | | $5,873,287
| | | 5,775,615 | | | 5,819,252 | | | — | | | D/H/J
|
SEP Eiger BidCo Ltd. (Beqom) (Switzerland) | | | Rue de la Colombiere 28, 1260 Nyon, Switzerland | | | First
Lien Revolver | | | SOFR(Q) | | | 1.00% | | | 6.50% | | | 11.54% | | | 5/9/2028 | | | $—
| | | (9,543) | | | (5,413) | | | — | | | H/J/M
|
SEP Raptor Acquisition, Inc. (Loopio) (Canada) | | | 40 King Street West, Suite 2100, Toronto, ON M5H 3C2, Canada | | | First
Lien Term Loan | | | SOFR(Q) | | | 1.00% | | | 7.00% | | | 12.89% | | | 3/31/2027 | | | $3,828,161
| | | 3,778,273 | | | 3,759,254 | | | — | | | H/J
|
SEP Raptor Acquisition, Inc. (Loopio) (Canada) | | | 40 King Street West, Suite 2100, Toronto, ON M5H 3C2, Canada | | | First
Lien Revolver | | | SOFR(Q) | | | 1.00% | | | 7.00% | | | 12.89% | | | 3/31/2027 | | | $—
| | | (5,135) | | | (7,373) | | | — | | | H/J/M
|
Superman Holdings, LLC (Foundation Software) | | | | | First
Lien Term Loan | | | SOFR(Q) | | | 1.00% | | | 5.75% | | | 10.99% | | | 8/31/2027 | | | $6,054,235
| | | 5,945,747 | | | 5,927,096 | | | — | | | ||
Superman
Holdings, LLC (Foundation Software) | | | | | First
Lien 2023 Incremental Delayed Draw Term Loan | | | SOFR(Q) | | | 1.00% | | | 5.75% | | | 10.99% | | | 8/31/2027 | | | $—
| | | (4,140) | | | (7,237) | | | — | | | M
| |
Superman Holdings, LLC (Foundation Software) | | | | | First
Lien Revolver | | | SOFR(Q) | | | 1.00% | | | 5.75% | | | 10.99% | | | 8/31/2026 | | | $—
| | | (4,372) | | | (6,918) | | | — | | | M
| |
Syntellis Parent, LLC (Axiom Software) | | | 320 N Sangamon St., Suite 700, | | | First Lien Term Loan | | | SOFR(M) | | | 0.75% | | | 6.50% | | | 11.60% | | | 8/2/2027 | | | $7,613,616
| | | 7,477,716 | | | 7,446,117 | | | — | | | |
Tessian
Inc. (United Kingdom) | | | 15 Worship Street, 4th Floor, London, EC2A 2DT, United Kingdom | | | First
Lien Term Loan | | | SOFR(Q) | | | 1.00% | | | 8.00% | | | 13.26% | | | 3/15/2028 | | | $2,236,105
| | | 2,193,106 | | | 2,193,619 | | | — | | | H/J
|
Zendesk, Inc. | | | 989 Market St., | | | First
Lien Term Loan | | | SOFR(Q) | | | 0.75% | | | 3.50%
Cash + 3.50% PIK | | | 12.25% | | | 11/22/2028 | | | $5,235,769
| | | 5,141,742 | | | 5,220,062 | | | — | | | D
|
Zendesk, Inc. | | | 989 Market St., | | | First
Lien Delayed Draw Term Loan | | | SOFR(Q) | | | 0.75% | | | 3.50%
Cash + 3.50% PIK | | | 12.25% | | | 11/22/2028 | | | $—
| | | (11,665) | | | (3,893) | | | — | | | D/M
|
Zendesk, Inc. | | | 989 Market St., | | | First
Lien Revolver | | | SOFR(Q) | | | 0.75% | | | 6.50% | | | 11.75% | | | 11/22/2028 | | | $—
| | | (9,632) | | | (1,603) | | | — | | | M
|
Zilliant Incorporated | | | 720 Brazos Street, Suite 600, | | | First Lien Term Loan | | | LIBOR(M) | | | 0.75% | | | 2.00%
Cash + 4.50% PIK | | | 11.65% | | | 12/21/2027 | | | $1,586,831
| | | 1,563,715 | | | 1,505,902 | | | — | | | D
|
Zilliant Incorporated | | | 720 Brazos Street, Suite 600, | | | First Lien Delayed Draw Term Loan | | | LIBOR(M) | | | 0.75% | | | 2.00%
Cash + 4.50% PIK | | | 11.65% | | | 12/21/2027 | | | $—
| | | (1,832) | | | (18,889) | | | — | | | D/M
|
Zilliant Incorporated | | | 720 Brazos Street, Suite 600, | | | First Lien Revolver | | | LIBOR(M) | | | 0.75% | | | 6.00% | | | 11.15% | | | 12/21/2027 | | | $—
| | | (2,214) | | | (7,556) | | | — | | | M
|
| | | | | | | | | | | | | | | | | | | 102,902,671
| | | 102,686,951 | | | | | |||||||||||
Specialty
Retail | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
Calceus
Acquisition, Inc. (Cole Haan) | | | | | First
Lien Term Loan B | | | LIBOR(Q) | | | — | | | 5.50% | | | 11.04% | | | 2/12/2025 | | | $3,574,667
| | | 3,363,498 | | | 3,443,584 | | | — | | | O
| |
Calceus Acquisition, Inc. (Cole Haan) | | | | | First
Lien Sr Secured Notes | | | Fixed | | | — | | | 9.75% | | | 9.75% | | | 2/19/2025 | | | $1,000,000
| | | 988,074 | | | 988,000 | | | — | | | ||
Hanna
Andersson, LLC | | | | | First
Lien Term Loan | | | LIBOR(M) | | | 1.00% | | | 6.00% | | | 11.15% | | | 7/2/2026 | | | $6,760,544
| | | 6,674,758 | | | 6,226,461 | | | — | | |
Issuer(N/P) | | | Address | | | Instrument | | | Ref(E) | | | Floor | | | Spread | | | Total
Coupon | | | Maturity | | | Principal | | | Cost(A) | | | Fair Value(B)
| | | Percentage of Class Held(U) | | | Notes
|
| | | | | | | | | | | | | | | | | | | $11,026,330
| | | $10,658,045 | | | | | |||||||||||
Technology
Hardware, Storage & Peripherals | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
SumUp
Holdings Luxembourg S.A.R.L. (United Kingdom) | | | 41 Avenue de la Gare, L-1611 Luxembourg, United Kingdom | | | First
Lien Delayed Draw Term Loan | | | SOFR(Q) | | | 1.00% | | | 7.00% | | | 12.37% | | | 2/17/2026 | | | $10,842,857
| | | 10,716,567 | | | 10,691,057 | | | — | | | H/J |
| | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||
Textiles,
Apparel & Luxury Goods | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
James
Perse Enterprises, Inc. | | | | | First
Lien Term Loan | | | SOFR(S) | | | 1.00% | | | 6.25% | | | 11.38% | | | 9/8/2027 | | | $9,862,348
| | | 9,747,584 | | | 9,912,646 | | | — | | | ||
James
Perse Enterprises, Inc. | | | | | First
Lien Revolver | | | SOFR(S) | | | 1.00% | | | 6.25% | | | 11.38% | | | 9/8/2027 | | | $—
| | | (16,422) | | | —
| | | — | | | M | |
| | | | | | | | | | | | | | | | | | | 9,731,162
| | | 9,912,646 | | | | | |||||||||||
Trading
Companies & Distributors | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
Blackbird
Purchaser, Inc. (Ohio Transmission Corp.) | | | | | Second
Lien Term Loan | | | SOFR(M) | | | 0.75% | | | 7.50% | | | 12.70% | | | 4/8/2027 | | | $3,539,347
| | | 3,487,292 | | | 3,451,925 | | | — | | | ||
| | | | | | | | | | | | | | | | | | | 3,487,292
| | | 3,451,925 | | | | | |||||||||||
Wireless
Telecommunication Services | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
OpenMarket,
Inc. (Infobip) (United Kingdom) | | | 35 - 38 New Bridge Street, London EC4V 6BW, United Kingdom | | | First
Lien Term Loan | | | LIBOR(Q) | | | 0.75% | | | 6.25% | | | 11.79% | | | 9/17/2026 | | | $4,912,500
| | | 4,826,782 | | | 4,840,286 | | | — | | | H/J
|
Total Debt Investments - 188.5% of Net Assets | | | | | | | | | | | | | | | | | | | 631,409,768
| | | 591,905,479 | | | | | ||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||
Equity
Securities | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
Capital
Markets | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
Marsico
Holdings, LLC | | | 1200 17th Street, Suite 1600, | | | Limited
Partnership/Limited Liability Company Interests | | | | | | | | | | | | | 91,445
| | | 1,848,077 | | | — | | | 0.31% | | | C/I
| |||||
Pico Quantitative Trading Holdings, LLC | | | 32 Old Slip, 16th Floor, | | | Warrants to Purchase Membership Units | | | | | | | | | | | 2/7/2030 | | | 162
| | | 14,804 | | | 36,007 | | | 0.01% | | | C/I
| ||||
| | | | | | | | | | | | | | | | | | | 1,862,881
| | | 36,007 | | | | | |||||||||||
Chemicals | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
AGY
Equity, LLC | | | | | Class A
Preferred Stock | | | | | | | | | | | | | 4,195,600
| | | 1,139,598 | | | — | | | 10.97% | | | C/F/I
| ||||||
AGY Equity, LLC | | | | | Class B
Preferred Stock | | | | | | | | | | | | | 2,936,920
| | | — | | | — | | | 10.97% | | | C/F/I
| ||||||
AGY Equity, LLC | | | | | Class C
Common Stock | | | | | | | | | | | | | 2,307,580
| | | — | | | — | | | 7.69% | | | C/F/I
| ||||||
| | | | | | | | | | | | | | | | | | | 1,139,598
| | | — | | | | | |||||||||||
Diversified
Consumer Services | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
Elevate
Brands Holdco Inc. | | | 815 Brazos St, Suite 900, | | | Warrants
to Purchase Common Stock | | | | | | | | | | | 3/14/2032 | | | 66,428
| | | — | | | 31,540 | | | 0.06% | | | C/I
| ||||
Elevate Brands Holdco Inc. | | | 815 Brazos St, Suite 900, | | | Warrants to Purchase Preferred Stock | | | | | | | | | | | 3/14/2032 | | | 33,214
| | | — | | | 25,402 | | | 0.03% | | | C/I
| ||||
MXP Prime Platform GmbH (SellerX) (Germany) | | | Koppenstr. 93, 10243 Berlin, Germany | | | Warrants
to Purchase Preferred Series B Shares | | | | | | | | | | | 11/23/2028 | | | 48
| | | — | | | 104,656 | | | 0.05% | | | C/H/I/J
| ||||
PerchHQ LLC | | | | | Warrants
to Purchase Common Stock | | | | | | | | | | | 10/15/2027 | | | 45,283
| | | — | | | 46,641 | | | 1.56% | | | C/I/K
| |||||
Razor Group GmbH (Germany) | | | Prinzessinnenstr. 19-20, 10969 Berlin, Germany | | | Warrants
to Purchase Preferred Series A1 Shares | | | | | | | | | | | 4/28/2028 | | | 182
| | | — | | | 554,434 | | | 0.23% | | | C/H/I/J
| ||||
Razor Group GmbH (Germany) | | | Prinzessinnenstr. 19-20, 10969 Berlin, Germany | | | Warrants
to Purchase Series C Shares | | | | | | | | | | | 4/28/2028 | | | 55
| | | — | | | 310,203 | | | 3.93% | | | C/H/I/J
| ||||
| | | | | | | | | | | | | | | | | | | —
| | | 1,072,876 | | | | | |||||||||||
Diversified
Financial Services | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
Gordon
Brothers Finance Company | | | 2 International Place, Suite 1830, | | | Common
Stock | | | | | | | | | | | | | 10,612
| | | 10,611,548 | | | — | | | 80.10% | | | C/G
| |||||
Gordon Brothers Finance Company | | | 2 International Place, Suite 1830, | | | Preferred Stock | | | | | | | | | 13.50% | | | | | 34,285
| | | 36,624,685 | | | — | | | 70.59% | | | C/G/Q
|
Issuer(N/P) | | | Address | | | Instrument | | | Ref(E) | | | Floor | | | Spread | | | Total
Coupon | | | Maturity | | | Principal | | | Cost(A) | | | Fair Value(B)
| | | Percentage of Class Held(U) | | | Notes
|
Worldremit Group Limited (United Kingdom) | | | 62 Buckingham Gate, London SW1E 6AJ, United Kingdom | | | Warrants
to Purchase Series D Stock | | | | | | | | | | | 2/11/2031 | | | 7,662
| | | $— | | | $85,201 | | | 0.02% | | | C/H/I/J
| ||||
Worldremit Group Limited (United Kingdom) | | | 62 Buckingham Gate, London SW1E 6AJ, United Kingdom | | | Warrants
to Purchase Series E Stock | | | | | | | | | | | 8/27/2031 | | | 508
| | | — | | | 930 | | | — | | | C/H/I/J
| ||||
| | | | | | | | | | | | | | | | | | | 47,236,233
| | | 86,131 | | | | | |||||||||||
Household
Durables | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
Stitch
Holdings, L.P. | | | | | Limited
Partnership/Limited Liability Company Interests | | | | | | | | | | | | | 5,910
| | | 5,909,910 | | | — | | | 3.19% | | | C/I | ||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||
Internet
Software & Services | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
FinancialForce.com,
Inc. | | | 595 Market St., Suite 2000, | | | Warrants
to Purchase Series C Preferred Stock | | | | | | | | | | | 1/30/2029 | | | 450,000
| | | 100,544 | | | 273,000 | | | 0.06% | | | C/I
| ||||
SuCo Investors, LP (Suited Connector) | | | | | Warrants
to Purchase Class A Units | | | | | | | | | | | 3/6/2033 | | | 1,652
| | | — | | | — | | | 0.06% | | | C/I
| |||||
| | | | | | | | | | | | | | | | | | | 100,544
| | | 273,000 | | | | | |||||||||||
Media | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
MBS
Parent, LLC | | | | | Limited
Partnership/Limited Liability Company Interests | | | | | | | | | | | | | 546
| | | — | | | 49,500 | | | 4.11% | | | C/L | ||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||
Oil,
Gas & Consumable Fuels | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
TER
Management Resources, LLC (fka ETX Energy Management Company, LLC) | | | 2431 East 61st Street, Suite 700, | | | Limited
Partnership/Limited Liability Company Interests | | | | | | | | | | | | | 53,815
| | | — | | | — | | | 0.93% | | | C
| |||||
Trailblazer Energy Resources, LLC (fka ETX Energy, LLC) | | | 2431 East 61st Street, Suite 700, | | | Limited Partnership/Limited Liability Company Interests | | | | | | | | | | | | | 51,119
| | | — | | | — | | | 0.70% | | | C/K
| |||||
| | | | | | | | | | | | | | | | | | | —
| | | — | | | | | |||||||||||
Software | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
Grey
Orange International Inc. | | | 660 Hembree Parkway Suite 120, | | | Warrants
to Purchase Common Stock | | | | | | | | | | | 5/6/2032 | | | 2,832
| | | — | | | 14,302 | | | 6.16% | | | C/I | ||||
| | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||
Trading
Companies & Distributors | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
Blackbird
Holdco, Inc. (Ohio Transmission Corp.) | | | | | Preferred
Stock | | | | | | | | | 12.50%
PIK | | | | | 2,478 | | | 2,938,323
| | | 2,400,116 | | | 2.36% | | | D/I | |||||
| | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||
Total
Equity Securities - 1.2% of Net Assets | | | | | | | | | | | | | | | | | | | 59,187,489
| | | 3,931,932 | | | | | ||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||
Total
Investments - 189.7% of Net Assets | | | | | | | | | | | | | | | | | | | $690,597,257
| | | $595,837,411 | | | | | ||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||
Cash
and Cash Equivalents - 4.0% of Net Assets | | | | | | | | | | | | | | | | | | | | | $12,405,398
| | | | | |||||||||||
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Total
Cash and Investments - 193.7% of Net Assets | | | | | | | | | | | | | | | | | | | | | $608,242,809
| | | | |
(A) | Represents
amortized cost for fixed income securities and cost for preferred and common stock, limited partnership/limited liability company interests and equity warrants/options. |
(B) | Pursuant to Rule 2a-5 under the 1940 Act, the BCIC’s Board of Directors designated BCIA as the valuation designee to perform certain fair value functions, including performing fair value determinations. |
(C) | Non-income producing equity securities at June 30, 2023. |
(D) | Interest may be paid in cash or payment-in-kind (“PIK”), or a combination thereof which is generally at the option of the borrower. PIK earned is included in the cost basis of the security. In accordance with the BCIC’s policy, PIK is recorded on an effective interest method. |
(E) | Approximately 99.5% of the fair value of total senior secured loans in the BCIC’s portfolio
bear interest at a floating rate that may be determined by reference to the London Interbank Offered Rate (“LIBOR”), “L”, Secured Overnight Financing Rate (“SOFR”), “S”, or other base rate (commonly the Federal Funds Rate or the Prime Rate), “P”, at the borrower’s option. In addition, 94.3% of the fair value of such senior secured loans have floors of 0.50% to 2.00%. The borrower under a senior secured loan generally has the option to select from interest reset periods of one, two, three or six months and may alter that selection at the end of any reset period. The stated interest rate represents the weighted average interest rate at June 30, 2023 of all contracts within the specified loan facility. LIBOR and SOFR reset monthly (M), quarterly (Q) or semiannually (S). |
(F) | Issuers
are considered non-controlled, affiliated investments under the 1940 Act, whereby BCIC owns 5% or more (but not more than 25%) of the issuer’s outstanding voting securities. |
(G) | Issuers are considered controlled investments under the 1940 Act, whereby BCIC owns more than 25% of the issuer’s outstanding voting securities. |
(H) | Non-U.S. company or principal place of business outside the U.S. |
(I) | Security is either exempt from registration under Rule 144A of the Securities Act, or sale of the security is subject to
certain contractual restrictions. Securities that are exempt from registration under 144A may be resold in transactions, normally to qualified institutional buyers. In aggregate, these securities represent 1.2% of BCIC’s net assets at June 30, 2023. The acquisition dates for restricted securities of unaffiliated issuers were as follows as of June 30, 2023: |
Investment | | | Initial Acquisition
Date |
Marsico Holdings, LLC, Limited Partnership/Limited Liability Company Interests | | | 11/28/2007 |
FinancialForce.com,
Warrants to Purchase Series C Preferred Stock | | | 1/30/2019 |
Pico Quantitative Trading Holdings, LLC, Warrants to Purchase Membership Units | | | 2/7/2020
|
Worldremit Group Limited (United Kingdom), Warrants to Purchase Series D Stock | | | 2/11/2021 |
Razor Group GmbH (Germany), Warrants to Purchase Preferred Series A1 Shares | | | 4/28/2021
|
Stitch Holdings, L.P., Limited Partnership Interests | | | 7/30/2021 |
Worldremit Group Limited (United Kingdom), Warrants to Purchase Series E Stock | | | 8/27/2021
|
MXP Prime Platform GmbH (SellerX) (Germany), Warrants to Purchase Preferred Series B Shares | | | 11/23/2021 |
Blackbird Holdco, Inc. (Ohio Transmission Corp.), Preferred Stock | | | 12/14/2021
|
Elevate Brands Holdco Inc., Warrants to Purchase Common Stock | | | 3/14/2022 |
Elevate Brands Holdco Inc., Warrants to Purchase Preferred Stock | | | 3/14/2022
|
Grey Orange International Inc., Warrants to Purchase Common Stock | | | 5/6/2022 |
PerchHQ LLC, Warrants to Purchase Common Stock | | | 9/30/2022
|
Razor Group GmbH (Germany), Warrants to Purchase Series C Shares | | | 12/23/2022 |
SuCo Investors, LP (Suited Connector), Warrants to Purchase Class A Units | | | 3/6/2023 |
(J) | Investments
that BCIC has determined are not “qualifying assets” under Section 55(a) of the 1940 Act. Under the 1940 Act, we may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of our total assets. The status of these assets under the 1940 Act may be subject to change. BCIC monitors the status of these assets on an ongoing basis. As of June 30, 2023, approximately 15.8% of the total assets of BCIC were not qualifying assets under Section 55(a) of the 1940 Act. |
(K) | BCIC is the sole stockholder of BKC ASW Blocker, Inc., a consolidated subsidiary, which is the beneficiary of less than 5% of the voting securities of Trailblazer Energy Resources, LLC (fka ETX Energy, LLC) and PerchHQ LLC and thus non-controlled,
non-affiliated investments. |
(L) | BCIC is the sole stockholder of BCIC-MBS, LLC, a consolidated subsidiary, which is the beneficiary of less than 5% of the voting securities of MBS Parent, LLC and thus a non-controlled, non-affiliated investment. |
(M) | Position or associated portfolio company thereof has an unfunded commitment as of June 30, 2023. Any negative balances represent unfunded commitments that were acquired and/or valued at a discount. |
(N) | Unless otherwise indicated, all investments are considered Level 3 in accordance with ASC Topic 820. |
(O) | Investments are considered other than Level 3 in accordance with ASC Topic 820. |
(P) | BCIC generally uses Global
Industry Classification Standard (“GICS”) codes to identify the industry groupings. This information is unaudited. |
(Q) | The investment is on non-accrual status as of June 30, 2023 and therefore non-income producing. At June 30, 2023, the aggregate fair value and amortized cost of BCIC’s debt and preferred stock investments on non-accrual status represents 2.5% and 11.0% of BCIC’s debt and preferred stock investments at fair value and amortized cost, respectively. |
(R) | This investment will have a first lien security interest after the senior tranches are repaid.
|
(S) | Total coupon includes default interest of 2.00%. |
(T) | Portions of the loan bear interest using a combination of LIBOR, SOFR and/or at the Prime rate. The total coupon represents the weighted average interest rate at June 30, 2023 of all contracts within the loan facility. |
(U) | Percentages shown for class of equity securities held by BCIC represent percentage of the class
owned at June 30, 2023 and do not necessarily represent voting ownership or economic ownership. |
Name | | | Number
of Shares of BCIC Common Stock Owned Beneficially | | | Percentage
of BCIC Common Stock Outstanding | | | Pro Forma Percentage
of TCPC Common Stock Outstanding(2) |
Interested Director: | | | | | | | |||
| | | 686,763 | | | * | | | *
| |
Independent Directors: | | | | | | | |||
John
R. Baron | | | 21,922 | | | * | | | *
|
Jerrold B. Harris | | | 150,061 | | | * | | | *
|
Meridee A. Moore | | | 189,878 | | | * | | | *
|
William E. Mayer | | | — | | | * | | | *
|
Maureen K. Usifer | | | 49,009 | | | * | | | *
|
Executive Officers: | | | | | | | |||
Nik
Singhal(3) | | | 99,940 | | | * | | | *
|
| | | — | | | * | | | ||
Charles
C.S. Park | | | — | | | * | | | *
|
All Executive Officers and Directors as a Group(1) | | | 1,197,573 | | | 1.65% | | | *
|
5% Holders | | | 4,231,173 | | | 5.83% | | | 1.72%
|
Ares Management LLC(4) | | | | | | |
* | Represents
less than 1%. |
(1) | 196,760 shares represent phantom shares. A phantom share is the economic equivalent of one share of common stock and, subject to the applicable vesting requirements, becomes payable in cash. These phantom shares vest in equal installments on each of the first three anniversaries of the award. |
(2) | Pro forma percentage of ownership is based on 82,006,281 shares of TCPC Common Stock expected be outstanding immediately following completion of the Merger based on the number of
issued and outstanding shares of TCPC Common Stock and BCIC Common Stock as of September 30, 2023 and the NAV per share of TCPC Common Stock and the NAV per share of BCIC Common Stock on June 30, 2023, and includes the conversion of 72,571,907 shares of BCIC Common Stock, which was the number of shares of BCIC Common Stock outstanding as of September 30, 2023, into 24,239,017 shares of TCPC Common Stock, in accordance with the Merger Agreement. |
(3) | The amount of beneficial ownership of BCIC shares by Mr. Singhal contained herein includes 92,715 shares owned directly and 7,225 shares owned indirectly. Out of the 92,715 shares owned directly, 17,797 represent phantom
shares. |
(4) | Based on Schedule 13F filed with the SEC on August 14, 2023. The address for Ares Management LLC is 2000 Avenue of the Stars, 12th Floor, Los Angeles, CA 90067. |
Name | | | Dollar
Range of Equity Securities Beneficially Owned(1)(2) |
Interested Director: | | | |
| | | Over $100,000 | |
Independent Directors: | | | |
John
R. Baron | | | $50,001 — $100,000 |
Jerrold B. Harris | | | Over
$100,000 |
William E. Mayer | | | None |
Meridee A. Moore | | | Over
$100,000 |
Maureen K. Usifer | | | Over $100,000 |
(1) | Beneficial ownership has
been determined in accordance with Rule 16a-1(a)(2) of the Exchange Act. |
(2) | The dollar range of equity securities beneficially owned is based on the closing price per share for BCIC Common Stock of $3.62 on December 30, 2022 on Nasdaq. The dollar range of equity securities beneficially owned are: none, $1 — $10,000, $10,001 — $50,000, $50,001 — $100,000, or over $100,000. |
(1)
Title of Class | | | (2) Amount Authorized | | | (3)
Amount Held by TCPC for its Account | | | (4) Amount
Outstanding Exclusive of Amounts Shown Under (3) |
Common Stock | | | 200,000,000 | | | — | | | 57,767,264
|
Preferred Stock | | | 100,000,000 | | | — | | | — |
• | The TCPC Board is not classified and the term of office of each director generally is one year; |
• | any director may be removed from office at any time, with or without cause, by the action of the holders of at least 80% of the shares of TCPC’s capital stock then outstanding and entitled to vote for the election of the respective director.; and |
• | subject to the rights of any holders of preferred stock, any vacancy on the TCPC Board, 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. |
• | TCPC’s certificate of incorporation also provides that special meetings of the stockholders may only be called by the TCPC Board, Chairman, Vice-Chairman (if any), Chief Executive Officer or President |
• | Merger or consolidation of TCPC or any of its subsidiaries with or into a Principal
Shareholder. |
• | Issuance of any securities of TCPC to any Principal Shareholder for cash, other than pursuant to a dividend reinvestment plan or other pro rata offering to existing shareholders. |
• | Sale, lease or exchange of all or any substantial part of the assets of TCPC to a Principal Shareholder. |
• | Within any 12 month period, the sale, lease or exchange to TCPC or any of its subsidiaries of any assets of a Principal Shareholder with
a value greater than 5% of the value of TCPC’s total assets in exchange for securities of TCPC. |
• | The purchase by TCPC or any person controlled by TCPC of Shares of TCPC from a Principal Shareholder or any transferee of a Principal Shareholder other than pursuant to a tender offer available to all holders of such class of securities. |
(1)
Title of Class | | | (2) Amount Authorized | | | (3)
Amount Held by BCIC for its Account | | | (4) Amount
Outstanding Exclusive of Amounts Shown Under (3) |
Common Stock | | | 200,000,000 | | | 11,909,890 | | | 60,662,017
|
Preferred Stock | | | 500 | | | — | | | — |
• | the
BCIC Board be divided into three classes, as nearly equal in size as possible, with staggered three-year terms; |
• | directors may be removed only for cause by the affirmative vote of the holders of 75% of the then outstanding shares of BCIC’s capital stock entitled to vote; and |
• | subject to the rights of any holders of preferred stock, and unless the BCIC Board otherwise determines, any vacancy on the BCIC Board, however the vacancy occurs, including a vacancy due to an enlargement of the board, may only be filled by vote a majority of the directors then in office. |
| | | Rights
of TCPC Stockholders | | | Rights of BCIC Stockholders | |
Authorized Stock | | | TCPC’s
authorized capital stock consists of 200,000,000 shares of TCPC Common Stock, par value $0.001 per share, and 100,000,000 shares of preferred stock, par value $0.001 per share. As of June 30, 2023, there were 57,767,264 shares of TCPC Common Stock outstanding and no shares of TCPC preferred stock outstanding. | | | BCIC’s
authorized capital stock consists of 200,000,000 shares of BCIC Common Stock, par value $0.001 per share, and 500 shares of preferred stock, par value $0.001 per share. As of June 30, 2023, there were 72,571,907 shares of BCIC Common Stock outstanding and no shares of BCIC preferred stock outstanding. |
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Approval
Standards for Amendments to Certain Sections of the Certificate of Incorporation | | | TCPC’s certificate of incorporation contains the following special approval standards for amendment: • To amend Article V, which
generally addresses changes to the size of the board of directors and the election and removal of directors, the affirmative vote of the holders of at least eighty percent (80%) of the then outstanding shares of TCPC’s capital stock is needed; provided that only a majority of shares is needed to approve the amendment if 66 2/3% of the “continuing directors” approve the amendment. • To amend Article VII, which provides for special meetings of stockholders and action by written consent, the affirmative vote of the holders of at least eighty percent (80%) of the then outstanding shares of TCPC’s capital stock is needed. • To
amend Article VIII, which provides a mechanism for | | | BCIC’s certificate of incorporation contains the following special approval standards for amendment: • To amend Article VI, which generally addresses changes to the size of the board of directors and the election and removal of directors, the affirmative
vote of the holders of at least seventy-five percent (75%) of the then outstanding shares of BCIC’s capital stock is needed. • To amend Article IX, which provides for special meetings of stockholders, the affirmative vote of the holders of at least seventy-five percent (75%) of the then outstanding shares of BCIC’s capital stock. • To amend Article X, which provides a mechanism for amendment of the bylaws by the board of directors, the affirmative vote of the holders of at least seventy-five percent (75%)
of the then outstanding shares of BCIC’s capital stock is needed. |
| | | Rights
of TCPC Stockholders | | | Rights of BCIC Stockholders | |
| | | amendment
of the bylaws by stockholders or by the board of directors, the affirmative vote of the holders of at least eighty percent (80%) of the then outstanding shares of TCPC’s capital stock is needed. | | | ||
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Approval
of Certain Strategic Transactions | | | The conversion of TCPC from a BDC to a closed-end investment company or an open-end investment company, the liquidation and dissolution of TCPC, the merger or consolidation of TCPC with any entity in a transaction as a result of which the governing documents of the surviving entity do not contain substantially the same provisions as described in Sections 5.1, 5.4, 5.5, 5.6, 7.1, 7.2, 8.1, 8.2, 9.1 and 11.1 of the TCPC certificate of incorporation or the
amendment of any of the provisions discussed therein requires the approval of (i) the holders of at least eighty percent (80%) of the then outstanding Shares of TCPC’s capital stock, voting together as a single class, or (ii) at least (A) a majority of the “continuing directors” and (B) the holders of a majority of the then outstanding Shares of each affected class or series of TCPC’s capital stock, voting separately as a class or series. | | | The conversion of BCIC from a BDC to an open-end investment company, the liquidation and dissolution of BCIC, the merger or consolidation
of BCIC with 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 described in the BCIC certificate of incorporation or the amendment of any of the provisions discussed therein requires the approval of (i) the holders of at least eighty percent (80%) of the then outstanding Shares of BCIC’s capital stock, voting together as a single class, or (ii) at least (A) a majority of the “continuing directors” and (B) the holders of at least seventy-five percent (75%) of the then outstanding Shares of BCIC’s capital stock entitled to vote generally in the election of directors, voting together as a single class. |
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Voting
Standard if Principal Shareholder is Party to Transaction | | | If a Principal Shareholder is a party to any of the transactions listed below, the transaction is required to be approved by a majority of the directors followed by the approval of at least 80% of the shares of each affected class or series of outstanding Shares voting as separate classes or series; provided that only a “majority of the outstanding voting securities” (as defined in the 1940 Act) of each affected class or series voting as a single class is needed if the transaction is approved by 80% of the continuing
directors of TCPC. This voting standard applies to the following transactions to which a Principal Shareholder is a party: • Issuance of any securities of TCPC to any Principal Shareholder for cash, | | | If
a Principal Shareholder is a party to any of the transactions listed below, the transaction is required to be approved by a majority of the directors followed by the approval of at least 75% of the shares of each affected class or series of outstanding Shares voting as separate classes or series; provided that only a “majority of the outstanding voting securities” (as defined in the 1940 Act) of each affected class or series voting as a single class is needed if the transaction is approved by 80% of the directors of BCIC. This voting standard applies to the following transactions to which a Principal Shareholder is a party: • Issuance of any securities of BCIC to any Principal Shareholder for cash, |
| | | Rights
of TCPC Stockholders | | | Rights of BCIC Stockholders | |
| | | other
than pursuant to a dividend reinvestment plan or other pro rata offering to existing shareholders. • Sale, lease or exchange of all or any substantial part of the assets of TCPC to a Principal Shareholder. • Within any 12 month period, the sale, lease or exchange to TCPC or any of its subsidiaries of any assets of a Principal Shareholder with a value greater than 5% of the value of TCPC’s total assets in exchange for securities of TCPC. • The
purchase by TCPC or any person controlled by TCPC of Shares of TCPC from a Principal Shareholder or any transferee of a Principal Shareholder other than pursuant to a tender offer available to all holders of such class of securities. | | | other than pursuant to a dividend reinvestment plan. • Sale, lease or exchange of all or any substantial part of the assets of BCIC to a Principal
Shareholder. • Within any 12 month period, the sale, lease or exchange to BCIC or any of its subsidiaries of any assets of a Principal Shareholder with a value greater than 5% of the value of BCIC’s total assets in exchange for securities of BCIC. | |
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Removal
of Directors | | | Any director may be removed from office at any time, with or without cause, by the action of the holders of at least 80% of the shares of TCPC’s capital stock then outstanding and entitled to vote for the election of the respective director. | | | Any
director may be removed from office, but only for cause, by the action of the holders of at least 75% of the shares of BCIC’s capital stock then outstanding and entitled to vote for the election of the respective director. |
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Classified
Board | | | The TCPC Board is not classified and the term of office of each director generally is one year. | | | The BCIC Board is divided into three classes, designated Class I, Class II
and Class III, as nearly equal in number as possible, and the term of office of directors in each Class generally is three years. |
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Written
Consent in Lieu of Stockholder Meeting | | | Any action required or permitted to be taken by the TCPC Stockholders must be effected at a duly called annual or special meeting of stockholders and may not be effected by written consent of the TCPC Stockholders. | | | Not
authorized or denied by the BCIC certificate of incorporation or bylaws. |
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Amendment
of Bylaws by Stockholders | | | TCPC’s bylaws may be amended with the affirmative vote of 66 2/3% of its “continuing directors” or with the approval of at least 80% of its outstanding Shares. | | | BCIC’s
bylaws can be amended with the approval of 66 2/3% of its directors or with the approval of a majority of its outstanding shares. |
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In-Kind
Distributions | | | TCPC’s certificate of incorporation and bylaws do not restrict the ability of TCPC to make in-kind distributions. | | | BCIC
may not make in-kind distributions in connection with a liquidation if the distribution would in the reasonable judgement of a stockholder be in violation of a law applicable to the stockholder. |
• | TCPC’s Annual Report on Form 10-K (File No. 814-00899) for the fiscal year ended December 31, 2022, filed
with the SEC on March 31, 2023. |
• | TCPC’s Quarterly Report on Form 10-Q (File No. 814-00899) for the quarter ended June 30, 2023, filed with the SEC on August 3, 2023. |
• | TCPC’s Quarterly Report on Form 10-Q (File No. 814-00899)
for the quarter ended March 31, 2023, filed with the SEC on May 4, 2023. |
• | TCPC’s Current Report on Form 8-K (File No. 814-00899) filed with the SEC on September 6, 2023. |
• | TCPC’s Current Report on Form 8-K (File No. 814-00899)
filed with the SEC on August 8, 2023. |
• | TCPC’s Current Report on Form 8-K (File No. 814-00899) filed with the SEC on June 26, 2023. |
• | TCPC’s Current Report on Form 8-K (File No. 814-00899) filed with the SEC on May
25, 2023. |
• | Those portions of TCPC’s Definitive Proxy Statement on Schedule 14A for its 2023 Annual Meeting of Stockholders, filed with the SEC on April 6, 2023, that were specifically incorporated by reference into TCPC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on March 31, 2023. |
• | BCIC’s Annual Report on Form 10-K (File No. 814-00712) for the fiscal year ended December 31, 2022, filed
with the SEC on March 1, 2023; |
• | BCIC’s Quarterly Report on Form 10-Q (File No. 814-00712) for the quarter ended June 30, 2023, filed with the SEC on August 2, 2023; |
• | BCIC’s Quarterly Report on Form 10-Q (File No. 814-00712)
for the quarter ended March 31, 2023, filed with the SEC on May 1, 2023. |
• | BCIC's Current Report on Form 8-K (File No. 814-00712) filed with the SEC on September 6, 2023. |
• | BCIC's Current Report on Form 8-K (File No. 814-00712)
filed with the SEC on September 6, 2023. |
• | BCIC’s Current Report on Form 8-K (File No. 814-00712) filed with the SEC on August 2, 2023. |
• | BCIC’s Current Report on Form 8-K (File No. 814-00712) filed with the SEC on May
24, 2023. |
• | BCIC’s Current Report on Form 8-K (File No. 814-00712) filed with the SEC on May 4, 2023. |
• | BCIC’s Current Report on Form 8-K (File No. 814-00712) filed with the SEC on May 1, 2023. |
• | BCIC’s
Current Report on Form 8-K (File No. 814-00712) filed with the SEC on April 4, 2023. |
• | BCIC’s Current Report on Form 8-K (File No. 814-00712) filed with the SEC on March 16, 2023. |
• | BCIC’s Current Report on Form 8-K (File No. 814-00712)
filed with the SEC on March 1, 2023. |
• | Those portions of BCIC’s Definitive Proxy Statement on Schedule 14A for its 2023 Annual Meeting of Stockholders, filed with the SEC on March 15, 2023, that were specifically incorporated by reference into BCIC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on March 1, 2023. |
| | | ARTICLE
I THE MERGER | ||||
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| | | ARTICLE
II MERGER CONSIDERATION | ||||
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| | | ARTICLE
III REPRESENTATIONS AND WARRANTIES OF BCIC | ||||
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| | | ARTICLE
IV REPRESENTATIONS AND WARRANTIES OF TCPC | ||||
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| | | ARTICLE
V REPRESENTATIONS AND WARRANTIES OF THE ADVISORS | ||||
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| | | ARTICLE
VI COVENANTS RELATING TO CONDUCT OF BUSINESS | ||||
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| | | ARTICLE
VII ADDITIONAL AGREEMENTS | ||||
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| | | ARTICLE
VIII CONDITIONS PRECEDENT | ||||
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| | | ARTICLE
IX TERMINATION AND AMENDMENT | ||||
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| | | ARTICLE
X CERTAIN DEFINITIONS | ||||
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| | | ARTICLE
XI GENERAL PROVISIONS | ||||
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| | | If
to BCIC, to: | |||||||
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| | | | | BlackRock
Capital Investment Corp. | |||||
| | | | | 50 Hudson Yards | |||||
| | | | | ||||||
| | | | | Attention: | | | Laurence
Paredes | ||
| | | | | Email: | | | |||
| | | | | | | ||||
| | | with
a copy, which will not constitute notice, to: | |||||||
| | | | | | | ||||
| | | | | Vedder
Price PC | |||||
| | | | | 222 North LaSalle Street | |||||
| | | | | Suite
2600 | |||||
| | | | | ||||||
| | | | | Attention: | | | Bruce
Rosenblum | ||
| | | | | | | Deborah
B. Eades | |||
| | | | | Email: | | | |||
| | | | | | | ||||
| | | | | | | ||||
| | | If
to TCPC or Merger Sub, to: | |||||||
| | | | | | | ||||
| | | | | BlackRock
TCP Capital Corp. | |||||
| | | | | 2951 28th Street, Suite 1000 | |||||
| | | | | ||||||
| | | | | Attention:
| | | CEO | ||
| | | | | | | ||||
| | | with
a copy, which will not constitute notice, to: | | |||||||||
| | | | | | | | ||||||
| | | | | Dechert
LLP | | |||||||
| | | | | 1900
K Street NW | | |||||||
| | | | | Washington
DC, United States 20006-1110 | ||||||||
| | | | | Attention: | | | Harry
Pangas | | ||||
| | | | | | | Eric
Siegel | | |||||
| | | | | Email: | | | | |||||
| | | | | | | | ||||||
| | | If
to TCP, to: | | | | |||||||
| | | | | | | | ||||||
| | | | | Tennenbaum
Capital Partners, LLC | | |||||||
| | | | | 2951
28th Street, Suite 1000 | | |||||||
| | | | | | ||||||||
| | | | | Attention:
| | | Rajneesh Vig, Managing Director | | ||||
| | | | | | | | ||||||
| | | If
to BCIA, to: | | |||||||||
| | | | | | | | ||||||
| | | | | BlackRock
Capital Investment Advisors, LLC | | |||||||
| | | | | 50
Hudson Yards | | |||||||
| | | | | | ||||||||
| | | | | Attention: | | | Laurence
Paredes | | ||||
| | | | | Email: | | | | |||||
| | | | | | | | ||||||
| | | In
the case of TCP or BCIA, with a copy, which will not constitute notice, to: | | |||||||||
| | | | | | | | ||||||
| | | | | Skadden,
Arps, Slate, Meagher & Flom LLP | | |||||||
| | | | | One
Manhattan West | | |||||||
| | | | | New
York, New York, United States | | |||||||
| | | | | 10001-8602 | | |||||||
| | | | | Attention: | | | David
Hepp | | ||||
| | | | | | | Michael
Hoffman | | |||||
| | | | | | | Matthew
Collin | | |||||
| | | | | Email: | | | | |||||
| | | | | | | | ||||||
| | | | | | | | ||||||
| | | BCIC: | |||||||
| | | | |||||||
| | | BLACKROCK
CAPITAL INVESTMENT CORPORATION | |||||||
| | | | | | | ||||
| | | By: | | | /s/
Chip Holladay | ||||
| | | | | Name: | | | |||
| | | | | Title: | | | Interim
Chief Financial Officer and Treasurer | ||
| | | | | | | ||||
| | | TCPC:
| |||||||
| | | | | | | ||||
| | | BLACKROCK
TCP CAPITAL CORP. | |||||||
| | | | | | | ||||
| | | By: | | | /s/
Erik Cuellar | ||||
| | | | | Name: | | | |||
| | | | | Title: | | | Chief
Financial Officer | ||
| | | MERGER
SUB: | |||||||
| | | | | | | ||||
| | | PROJECT
SPURS MERGER SUB, LLC | |||||||
| | | | | | | ||||
| | | By
its Managing Member: | |||||||
| | | | | | | ||||
| | | SPECIAL
VALUE CONTINUATION PARTNERS, LLC | |||||||
| | | | | | | ||||
| | | By
its Member: | |||||||
| | | | | | | ||||
| | | BLACKROCK
TCP CAPITAL CORP. | |||||||
| | | | | | | ||||
| | | By: | | | /s/
Erik Cuellar | ||||
| | | | | Name: | | | |||
| | | | | Title: | | | Authorized
Signatory | ||
| | | BCIA:
| |||||||
| | | | | | | ||||
| | | (solely
for the purposes of Section 2.6, Article V, Section 8.1(g) and Article XI) | |||||||
| | | | | | | ||||
| | | BLACKROCK
CAPITAL INVESTMENT ADVISORS, LLC | |||||||
| | | | | | | ||||
| | | By: | | | /s/
James E. Keenan | ||||
| | | | | Name: | | | |||
| | | | | Title: | | | President
and Chief Executive Officer | ||
| | | | | | | ||||
| | | TCP:
| |||||||
| | | | | | | ||||
| | | (solely
for the purposes of Section 2.6, Article V, Section 8.1(g) and Article XI) | |||||||
| | | | | | | ||||
| | | TENNENBAUM
CAPITAL PARTNERS, LLC | |||||||
| | | | | | | ||||
| | | By: | | | /s/
Rajneesh Vig | ||||
| | | | | Name: | | | |||
| | | | | Title: | | | Authorized
Signatory | ||
1. | reviewed
a draft, received by us on September 4, 2023, of the Agreement; |
2. | reviewed certain publicly available business and financial information relating to the Company and the Acquiror that we deemed to be relevant; |
3. | reviewed certain information relating to the historical, current and future operations, financial condition and prospects of the Company and the Acquiror made available to us by the Advisor, including (a) financial projections prepared
by the management of the Advisor relating to the Company (the “Company Projections”), (b) financial projections prepared by the management of the Advisor relating to the Acquiror (the “Acquiror Projections”), and (c) solely for illustrative purposes, financial projections prepared by the management of the Advisor relating to the Acquiror after giving effect to the Merger (the “Pro Forma Acquiror Projections”); |
4. | spoken with certain members of the management of the Advisor and certain of its representatives and advisors regarding the respective businesses, operations, financial condition and prospects of the Company and the
Acquiror, the Merger and related matters; |
5. | compared the financial and operating performance of the Company and the Acquiror with that of companies with publicly traded equity securities that we deemed to be relevant; |
6. | considered the publicly available financial terms of certain transactions that we deemed to be relevant; |
7. | reviewed the net asset value per share of the
Company and the net asset value per share of the Acquiror as of June 30, 2023, prepared and provided to us by the Advisor and publicly reported (the “June 30 NAVs”); |
8. | compared the Exchange Ratio, determined on the basis of the June 30 NAVs, to the relative value reference ranges that we believed were indicated by our financial analyses of the Company and the Acquiror; |
9. | reviewed the current and historical market prices for certain of the
Company’s and the Acquiror’s publicly traded equity securities; and |
10. | conducted such other financial studies, analyses and inquiries and considered such other information and factors as we deemed appropriate. |
| | | Very truly yours, | |
| | | ||
| | | ||
| | | ||
| | |
Item 15. | Indemnification. |
• | the TCPC Board 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 TCPC’s 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. |
Item 16. | Exhibits. |
| | | Certificate
of Incorporation of the Registrant (Incorporated by reference to Exhibit (a)(2) to the Registrant’s Registration Statement under the Securities Act of 1933 (File No. 814-00899), on Form N-2, filed on May 13, 2011) | |
| | | ||
| | | Certificate
of Amendment to the Certificate of Incorporation of the Registrant (Incorporated by reference to Exhibit 99.2 to the Registrant’s Form 8-K, filed on August 2, 2018) | |
| | | ||
| | | Amended
and Restated Bylaws of the Registrant (Incorporated by reference to Exhibit 99.3 to the Registrant’s Form 8-K, filed on August 2, 2018) | |
| | | ||
(3) | | | Not
applicable |
| | | ||
| | | Agreement
and Plan of Merger among BlackRock Capital Investment Corporation, BlackRock TCP Capital Corp., BCIC Merger Sub, LLC and, for the limited purposes set forth therein, BlackRock Capital Investment Advisors, LLC and Tennenbaum Capital Partners, LLC, dated as of September 6, 2023 (Incorporated by reference to Exhibit 2.1 filed with the Registrant’s Current Report on Form 8-K (File No. 814-00899) filed on September
6, 2023). | |
| | | ||
| | | Second
Supplemental Indenture, dated as of August 23, 2019, by and between the Registrant and U.S. Bank National Association, as the Trustee (Incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K, filed on August 23, 2019) | |
| | | ||
| | | Form of
Global Note of 3.900% Notes due 2024 (included in Exhibit 4.1)(Incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K, filed on August 23, 2019) | |
| | | ||
| | | Indenture,
dated as of June 17, 2014, by and between the Registrant and U.S. Bank National Association, as the Trustee (Incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed on June 17, 2014) | |
| | | ||
| | | Form of
Global Note of 5.25% Convertible Senior Notes Due 2019 (included in Exhibit 4.3) (Incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed on June 17, 2014) | |
| | | ||
| | | Indenture,
dated as of September 6, 2016, by and between the Registrant and U.S. Bank National Association, as the Trustee (Incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed on September 6, 2016) | |
| | | ||
| | | Form of
Global Note of 4.625% Convertible Senior Notes due 2022 (included in Exhibit 4.5) (Incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed on September 6, 2016) | |
| | | ||
| | | Indenture,
dated as of August 11, 2017, by and between the Registrant and U.S. Bank National Association, as the Trustee (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. 814-00899), on Form N-2, filed on August 11, 2017) | |
| | | ||
| | | First
Supplemental Indenture, dated as of August 11, 2017, by and between the Registrant and U.S. Bank National Association, as the Trustee (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. 814-00899), on Form N-2, filed on August 11, 2017) | |
| | | ||
| | | Form of
Global Note of 4.125% Notes Due 2022 (included in Exhibit 4.8) (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. 814-00899), on Form N-2, filed on August 11, 2017) | |
| | | ||
| | | Description
of Securities (Incorporated by reference to Exhibit 4.11 to the Registrant’s Form 10-Q on May 11, 2020) | |
| | |
| | | Third
Supplemental Indenture, dated as of February 9, 2021, by and between the Registrant and U.S. Bank National Association, as the Trustee (Incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed on February 9, 2021) | |
| | | ||
| | | Form of
Global Note of 2.850% due 2026 (included in Exhibit 4.11) (Incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed on February 9, 2021) | |
| | | ||
| | | Second
Amended and Restated Investment Management Agreement between BlackRock TCP Capital Corp. and Tennenbaum Capital Partners, LLC, dated as of September 6, 2023 (Incorporated by reference to Exhibit 10.1 filed with the Registrant’s Current Report on Form 8-K (File No. 814-00899) filed on September 6, 2023) | |
| | | ||
| | | Fee
Waiver Agreement between BlackRock TCP Capital Corp. and Tennenbaum Capital Partners, LLC, dated as of September 6, 2023 (Incorporated by reference to Exhibit 10.2 filed with the Registrant’s Current Report on Form 8-K (File No. 814-00899) filed on September 6, 2023) | |
| | | ||
(7) | | | Not
applicable |
| | | ||
(8) | | | Not
applicable |
| | | ||
| | | Custodial
Agreement dated as of July 31, 2006 (Incorporated by reference to Exhibit (j) to the Registrant’s Registration Statement under the Securities Act of 1933 (File No. 814-00899), on Form N-2, filed on May 13, 2011) | |
| | | ||
(10) | | | Not
applicable |
| | | ||
(11) | | | Opinion
and Consent of Skadden, Arps, Slate, Meagher & Flom LLP with respect to the legality of shares** |
| | | ||
(12) | | | Form of
Opinion and Consent of Skadden, Arps, Slate, Meagher & Flom LLP supporting tax matters and consequences to stockholders discussed in the joint proxy statement/prospectus.** |
| | | ||
| | | Form of
Administration Agreement of the Registrant (Incorporated by reference to Exhibit (k)(1) to the Registrant’s Registration Statement under the Securities Act of 1933 (File No. 814-00899), on Form N-2, filed on May 13, 2011) | |
| | | ||
| | | Form of
Transfer Agency and Registrar Services Agreement (Incorporated by reference to Exhibit (k)(2) to the Registrant’s Registration Statement under the Securities Act of 1933 (File No. 814-00899), on Form N-2, filed on March 5, 2012) | |
| | | ||
| | | Second
Amended and Restated Partnership Agreement of Special Value Continuation Partners, LP dated January 29, 2018 (Incorporated by reference to Exhibit 3 to Special Value Continuation Partner, LP’s Form 8-K filed on January 30, 2018) | |
| | | ||
| | | Amended
and Restated Credit Agreement dated as of May 6, 2019 (Incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K filed on May 8, 2019) | |
| | | ||
| | | Amended
and Restated Guaranty, Pledge and Security Agreement dated as of May 6, 2019 (Incorporated by reference to Exhibit 10.3 to the Registrant’s Form 8-K filed on May 8, 2019) | |
| | | ||
| | | Amendment
No. 1 to Amended and Restated Credit Agreement dated as of May 6, 2019 (Incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on April 28, 2020) | |
| | | ||
| | | Amendment
No. 2 to Amended and Restated Credit Agreement dated as of May 6, 2019 (Incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K filed on April 28, 2020) | |
| | | ||
| | | Incremental
Commitment Agreement dated as of April 25, 2020 (Incorporated by reference to Exhibit 10.3 to the Registrant’s Form 8-K filed on April 28, 2020) | |
| | |
| | | Loan
and Servicing Agreement dated as of August 4, 2020 (Incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on August 6, 2020) | |
| | | ||
| | | Form of
License Agreement (Incorporated by reference to Exhibit 10.19 to the Registrant’s Form 10-K filed on February 25, 2021) | |
| | | ||
| | | Amendment
No. 4 to Amended & Restated Senior Secured Revolving Credit Agreement (Incorporation by reference to Exhibit 10.16 to the Registrant’s Form 10-K filed on February 25, 2021) | |
| | | ||
| | | Second
Amendment to Loan and Servicing Agreement (Incorporation by reference to Exhibit 10.17 to the Registrant’s Form 10-K filed on February 25, 2021) | |
| | | ||
| | | Amendment
No. 5 to Amended and Restated Credit Agreement dated as of June 22, 2021 (Incorporation by reference to Exhibit 10.1 to the Registrant’s From 8-K filed on June 24, 2021) | |
| | | ||
| | | Fifth
Amendment to Loan and Servicing Agreement (Incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on August 8, 2023) | |
| | | ||
| | | 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 to Second Amended and Restated Senior Secured Revolving Credit Facility, dated as of February 19, 2016 (Incorporated by reference to Exhibit 10.1 to BlackRock Capital Investment Corporation’s Form 8-K filed on September 6, 2023) | |
| | | ||
| | | Consent
of Deloitte & Touche LLP (BlackRock TCP Capital Corp.) * | |
| | | ||
| | | Consent
of Deloitte & Touche LLP (BlackRock Capital Investment Corporation) * | |
| | | ||
(15) | | | Not
applicable |
| | | ||
| | | ||
| | | ||
| | | Form of
Proxy Card of BlackRock TCP Capital Corp.* | |
| | | ||
| | | Form of
Proxy Card of BlackRock Capital Investment Corporation* | |
| | | ||
| | | Consent
of Houlihan Lokey Capital, Inc.* | |
| | | ||
| | | Consent
of Keefe, Bruyette and Woods, Inc.* | |
| | | ||
| | | Filing
Fees Table* |
* |
** | To be filed by amendment. |
Item 17. | Undertakings. |
| | | BLACKROCK TCP CAPITAL CORP. | ||||
| | | | | |||
| | | By: | | | /s/
Rajneesh Vig | |
| | | | | |||
| | | | | Chief Executive Officer | ||
Signature | | | Title | | | Date
|
| | | | | |||
/s/
Rajneesh Vig | | | Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer) | | | |
| | ||||||
| | | | | |||
/s/
Erik. L. Cuellar | | | Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) | | | |
Erik L. Cuellar | | |||||
| | | | | |||
/s/
Eric J. Draut | | | Director | | | |
| | ||||||
| | | | | |||
/s/
Karen L. Leets. | | | Director | | | |
Karen L. Leets | | |||||
| | | | | |||
/s/
M. Freddie Reiss | | | Director | | | |
| | ||||||
| | | | | |||
/s/
Peter E. Schwab | | | Director | | | |
| | ||||||
| | | | | |||
/s/
Andrea Petro | | | Director | | | |
| |
| This ‘N-14 8C’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 12/31/26 | ||||
| 12/9/25 | ||||
| 12/31/24 | ||||
| 8/31/24 | ||||
| 12/31/23 | ||||
| 12/8/23 | ||||
| Filed on: | 10/6/23 | |||
| 10/4/23 | ||||
| 9/30/23 | ||||
| 9/6/23 | 425, 8-K | |||
| 9/5/23 | ||||
| 9/4/23 | ||||
| 9/1/23 | ||||
| 8/31/23 | ||||
| 8/30/23 | ||||
| 8/29/23 | ||||
| 8/28/23 | ||||
| 8/26/23 | ||||
| 8/24/23 | ||||
| 8/22/23 | ||||
| 8/21/23 | ||||
| 8/16/23 | ||||
| 8/14/23 | ||||
| 8/8/23 | 8-K | |||
| 8/3/23 | 10-Q, 8-K | |||
| 8/2/23 | ||||
| 7/27/23 | ||||
| 7/10/23 | ||||
| 6/30/23 | 10-Q | |||
| 6/23/23 | 8-K | |||
| 6/21/23 | ||||
| 6/8/23 | ||||
| 6/7/23 | ||||
| 5/31/23 | ||||
| 5/24/23 | 8-K | |||
| 5/22/23 | ||||
| 5/19/23 | ||||
| 5/4/23 | 10-Q, 8-K | |||
| 5/3/23 | ||||
| 4/26/23 | ||||
| 4/24/23 | ||||
| 4/20/23 | ||||
| 4/19/23 | ||||
| 4/18/23 | ||||
| 4/17/23 | ||||
| 4/14/23 | ||||
| 4/13/23 | ||||
| 4/12/23 | ||||
| 4/10/23 | ||||
| 4/7/23 | ||||
| 4/6/23 | DEF 14A | |||
| 3/31/23 | 10-K/A, 10-Q | |||
| 3/27/23 | ||||
| 3/24/23 | ||||
| 3/22/23 | ||||
| 3/21/23 | PRE 14A | |||
| 3/20/23 | PRE 14A | |||
| 3/15/23 | ||||
| 3/13/23 | ||||
| 3/10/23 | ||||
| 3/8/23 | ||||
| 3/2/23 | ||||
| 3/1/23 | ||||
| 2/28/23 | 10-K, 8-K | |||
| 2/15/23 | ||||
| 2/14/23 | ||||
| 2/10/23 | ||||
| 2/7/23 | ||||
| 2/3/23 | ||||
| 2/2/23 | ||||
| 1/27/23 | ||||
| 1/20/23 | ||||
| 1/1/23 | ||||
| 12/31/22 | 10-K, 10-K/A | |||
| 12/30/22 | ||||
| 12/12/22 | ||||
| 12/9/22 | ||||
| 12/6/22 | ||||
| 11/30/22 | ||||
| 11/22/22 | ||||
| 10/27/22 | 3, 8-K | |||
| 10/18/22 | ||||
| 9/26/22 | ||||
| 9/20/22 | 10-Q/A | |||
| 9/2/22 | ||||
| 8/26/22 | ||||
| 8/24/22 | ||||
| 8/11/22 | ||||
| 8/8/22 | ||||
| 3/10/22 | ||||
| 3/1/22 | ||||
| 2/17/22 | ||||
| 2/16/22 | ||||
| 2/15/22 | ||||
| 2/10/22 | ||||
| 1/21/22 | ||||
| 1/20/22 | ||||
| 1/12/22 | ||||
| 1/1/22 | ||||
| 12/31/21 | 10-K | |||
| 11/2/21 | ||||
| 9/9/21 | ||||
| 7/6/21 | ||||
| 6/29/21 | ||||
| 6/24/21 | 8-K | |||
| 6/22/21 | 8-K | |||
| 4/28/21 | ||||
| 4/23/21 | ||||
| 4/1/21 | ||||
| 3/2/21 | ||||
| 2/25/21 | 10-K, 8-K | |||
| 2/9/21 | 8-K | |||
| 1/1/21 | ||||
| 8/6/20 | 10-Q, 3, 8-K | |||
| 8/4/20 | 3 | |||
| 7/7/20 | ||||
| 5/22/20 | ||||
| 5/13/20 | ||||
| 5/11/20 | 10-Q, 8-K | |||
| 5/2/20 | ||||
| 4/28/20 | 8-K, DEFA14A | |||
| 4/25/20 | 8-K | |||
| 3/3/20 | ||||
| 1/1/20 | ||||
| 8/30/19 | ||||
| 8/23/19 | 8-K, POS EX | |||
| 5/8/19 | 10-Q, 8-K | |||
| 5/6/19 | ||||
| 3/27/19 | SC 13G/A | |||
| 8/2/18 | 8-K, 8-K/A | |||
| 3/15/18 | ||||
| 3/6/18 | ||||
| 2/15/18 | ||||
| 1/30/18 | 4 | |||
| 1/29/18 | SC 13G/A | |||
| 1/18/18 | ||||
| 9/27/17 | ||||
| 8/11/17 | POS EX | |||
| 6/22/17 | ||||
| 6/5/17 | ||||
| 4/17/17 | ||||
| 9/6/16 | 8-K, POS EX | |||
| 8/8/16 | ||||
| 2/19/16 | ||||
| 1/18/16 | ||||
| 12/31/15 | 10-K | |||
| 6/17/14 | 8-K | |||
| 6/7/13 | ||||
| 3/4/13 | ||||
| 2/19/13 | ||||
| 1/1/13 | ||||
| 12/31/12 | 10-K | |||
| 4/2/12 | CORRESP, N-2/A, N-54A, N-8F | |||
| 3/5/12 | N-2/A | |||
| 5/13/11 | N-2/A | |||
| 1/18/11 | ||||
| 7/2/07 | ||||
| 7/31/06 | 3, 3/A, N-8A | |||
| 8/4/05 | ||||
| 7/25/05 | ||||
| 4/13/05 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/19/24 BlackRock TCP Capital Corp. POS 8C 3/18/24 2:95K Broadridge Fin’l So… Inc 1/11/24 BlackRock TCP Capital Corp. POS 8C 7:11M Broadridge Fin’l So… Inc 11/14/23 BlackRock TCP Capital Corp. N-14 8C/A 7:11M Broadridge Fin’l So… Inc 11/09/23 BlackRock TCP Capital Corp. N-14 8C/A 3:84K Broadridge Fin’l… Inc/FA |