UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
BLACKROCK TCP CAPITAL CORP.
(Exact name of registrant as specified in its charter)
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Delaware
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56-2594706
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification Number)
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2951 28th Street, Suite 1000
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code
(310) 566-1000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common stock, $0.001 par value
per share
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TCPC
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The NASDAQ Global Select
Market
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Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐ Emerging growth company
If an emerging growth company, indicate by check mark if
the registrant has elected not to use the extended transition period for complying with new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Item 1.01. Entry into a Material Definitive Agreement
The Notes will mature on
August 23, 2024 and may be redeemed in whole or in part at
the Company’s option at any time or from time to time at the redemption prices set forth in the
Indenture. The Notes bear interest at a
rate of 3.900% per year payable on February 23 and August 23 of each year, commencing on
February 23, 2020. The Notes are general unsecured obligations of
the Company that rank senior in right of payment to all of
the Company’s existing and future
indebtedness that is expressly subordinated in right of payment to the Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by
the Company, rank effectively junior to any of
the Company’s secured
indebtedness (including unsecured indebtedness that
the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables)
incurred by
the Company’s
subsidiaries, financing vehicles or similar facilities.
The
Indenture contains certain covenants, including covenants requiring
the Company to comply with the asset coverage requirements of Section 18(a)(1)(A) as modified by Section 61(a)(1) and (2) of the Investment Company
Act of 1940, as amended, whether or not it is subject to those requirements, and to provide financial information to the holders of the Notes and the Trustee if
the Company is no longer subject to the reporting requirements under the Securities
Exchange Act of 1934, as amended. These covenants are subject to important limitations and exceptions that are described in the
Indenture.
In addition, on the occurrence of a
“change of control repurchase event,” as defined in the
Indenture,
the Company will generally be required to make an offer to purchase the outstanding Notes at a price equal to 100% of
the principal amount of such Notes plus accrued and unpaid interest to the repurchase date.
The Notes were offered and sold in an offering registered under the Securities Act of 1933, as amended, pursuant to the Registration Statement on Form N-2 (File No.
333-233317), the prospectus supplement dated
August 16,
2019 and the pricing term sheet filed with the U.S. Securities and Exchange Commission on
August 16, 2019. The transaction closed on
August 23, 2019. The net proceeds to
the Company were approximately $146.9 million, after deducting the underwriting
discount of approximately $975,000 payable by
the Company and estimated offering expenses of approximately $300,000 payable by
the Company.
The Company intends to use the net proceeds from this offering to repay amounts outstanding under its credit
facilities (which will increase the funds under the credit facilities available to
the Company to make additional investments in portfolio companies in accordance with its investment objective) and for other general corporate purposes, including
payment of operating expenses.
The foregoing descriptions of the Base
Indenture, the Second Supplemental
Indenture and the Notes do not purport to be complete and are qualified in their entirety by reference to the full text of the Base
Indenture, the
Second Supplemental
Indenture and the Notes, respectively, each filed as exhibits hereto and
incorporated by reference herein.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item 9.01. Financial Statements and Exhibits
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4.3
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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 the Registrant’s
Post-Effective Amendment No. 1 to its Registration Statement on Form N-2 (File No. 333-216716), filed on August 11, 2017)
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Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
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23.1
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Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1)
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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BlackRock TCP Capital Corp.
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By:
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Chief Financial Officer
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