BlackRock TCP Capital Corp. - Quarter Report: 2016 June (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

☒

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarter Ended June 30, 2016

☐

Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number: 814-00899

TCP CAPITAL CORP.

(Exact Name of Registrant as Specified in Charter)

Delaware	56-2594706
(State or Other Jurisdiction of Incorporation)	(IRS Employer Identification No.)

2951 28 ^th Street, Suite 1000
Santa Monica, California	90405
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code (310) 566-1000

Securities registered pursuant to Section 12(b) of the Act:

Common Stock, par value $0.001 per share	NASDAQ Global Select Market
(Title of each class)	(Name of each exchange where registered)

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days: Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☐ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☒	Accelerated filer ☐

Non-accelerated filer ☐	Smaller Reporting company ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

The number of shares of the Registrant’s common stock, $0.001 par value, outstanding as of August 9, 2016 was 50,705,049.

Table of Contents

TCP CAPITAL CORP.

FORM 10-Q FOR THE SIX MONTHS ENDED JUNE 30, 2016

	TABLE OF CONTENTS

Part I.	Financial Information

Item 1.	Financial Statements
	Consolidated Statements of Assets and Liabilities as of June 30, 2016 (unaudited) and December 31, 2015	2
	Consolidated Schedule of Investments as of June 30, 2016 (unaudited) and December 31, 2015	3
	Consolidated Statements of Operations for the three and six months ended June 30, 2016 (unaudited) and June 30, 2015 (unaudited)	13
	Consolidated Statements of Changes in Net Assets for the six months ended June 30, 2016 (unaudited) and year ended December 31, 2015	14
	Consolidated Statements of Cash Flows for the six months ended June 30, 2016 (unaudited) and June 30, 2015 (unaudited)	15
	Notes to Consolidated Financial Statements (unaudited)	16
	Consolidated Schedule of Changes in Investments in Affiliates for the six months ended June 30, 2016 (unaudited) and year ended December 31, 2015	44
	Consolidated Schedule of Restricted Securities of Unaffiliated Issuers as of June 30, 2016 (unaudited) and December 31, 2015	45
	Consolidating Statements of Assets and Liabilities as of June 30, 2016 (unaudited) and December 31, 2015	47
	Consolidating Statements of Operations for the six months ended June 30, 2016 (unaudited) and June 30, 2015 (unaudited)	49

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	51

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	66

Item 4.	Controls and Procedures	66

Part II.	Other Information

Item 1.	Legal Proceedings	67

Item 1A.	Risk Factors	67

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	67

Item 3.	Defaults upon Senior Securities	67

Item 4.	Mine Safety Disclosures	67

Item 5.	Other Information	67

Item 6.	Exhibits	67

Table of Contents

TCP Capital Corp.

Consolidated Statements of Assets and Liabilities

	June 30, 2016			December 31, 2015
	(unaudited)
Assets
Investments, at fair value:
Companies less than 5% owned (cost of $1,151,564,537 and $1,123,682,687, respectively)	$	1,129,946,177		$	1,099,208,475
Companies 5% to 25% owned (cost of $74,317,200 and $68,862,518, respectively)		72,159,305			69,008,931
Companies more than 25% owned (cost of $54,938,136 and $39,162,221 respectively)		29,395,925			14,702,319
Total investments (cost of $1,280,819,873 and $1,231,707,426, respectively)		1,231,501,407			1,182,919,725

Cash and cash equivalents		38,313,586			35,629,435
Receivable for investments sold		27,666,936			-
Accrued interest income:
Companies less than 5% owned		7,992,011			8,842,528
Companies 5% to 25% owned		784,121			741,306
Companies more than 25% owned		529,885			29,230
Deferred debt issuance costs		4,603,529			5,390,241
Unrealized appreciation on swaps		2,981,525			3,229,442
Options (cost of $279,327 and $51,750, respectively)		417,504			-
Prepaid expenses and other assets		821,524			2,331,044
Total assets		1,315,612,028			1,239,112,951

Liabilities
Debt, net of unamortized issuance costs		516,661,216			498,205,471
Payable for investments purchased		40,952,073			6,425,414
Incentive allocation payable		4,626,745			5,207,606
Interest payable		2,996,217			2,911,257
Payable to the Advisor		749,945			508,334
Accrued expenses and other liabilities		2,434,735			3,877,852
Total liabilities		568,420,931			517,135,934

Commitments and contingencies (Note 5)

Net assets applicable to common shareholders	$	747,191,097		$	721,977,017

Composition of net assets applicable to common shareholders
Common stock, $0.001 par value; 200,000,000 shares authorized, 50,705,049 and 48,834,734 shares issued and outstanding as of June 30, 2016 and December 31, 2015, respectively	$	50,705		$	48,834
Paid-in capital in excess of par		906,725,366			878,383,356
Accumulated net investment income		23,279,884			22,261,793
Accumulated net realized losses		(135,815,320	)		(132,483,593	)
Accumulated net unrealized depreciation		(47,049,538	)		(46,233,373	)
Net assets applicable to common shareholders	$	747,191,097		$	721,977,017

Net assets per share	$	14.74		$	14.78

See accompanying notes to the consolidated financial statements.

Table of Contents

TCP Capital Corp.

Consolidated Schedule of Investments (Unaudited)

June 30, 2016

																				% of Total
									Total									Fair		Cash and
Issuer	Instrument	Ref	Floor			Spread			Coupon			Maturity	Principal		Cost			Value		Investments			Notes

Debt Investments ^(A)

Advertising, Public Relations Services
Doubleplay III Limited (Exterion Media) (United Kingdom)	First Lien Facility A1 Term Loan	EURIBOR (Q)		1.25	%		5.75	%		7.00	%	3/18/2018	€	12,249,157	$	16,157,454		$	13,603,914		1.07	%	D/H
InMobi, Inc. (Singapore)	First Lien Delayed Draw Tranche 1 Term Loan (1.25% Exit Fee)	LIBOR (M)		0.33	%		10.17	%		10.86	%	9/1/2018	$	15,000,000		14,663,929			14,727,750		1.16	%	H/L
InMobi, Inc. (Singapore)	First Lien Delayed Draw Tranche 1 Term Loan	LIBOR (M)		0.33	%		10.17	%		N/A		9/1/2018	$	–		-			-		-		H
InMobi, Inc. (Singapore)	First Lien Delayed Draw Tranche 1 Term Loan	LIBOR (M)		0.33	%		10.17	%		N/A		9/1/2018	$	–		-			-		-		H
																30,821,383			28,331,664		2.23	%
Air Transportation
Cargojet Airways LTD. (Canada)	Aircraft Acquisition Loan A	LIBOR (M)		-			8.50	%		9.00	%	1/31/2023	$	13,738,102		13,496,379			13,984,014		1.10	%	H
Cargojet Airways LTD. (Canada)	Aircraft Acquisition Loan A1	LIBOR (M)		-			8.50	%		9.00	%	1/31/2023	$	14,058,316		13,794,314			14,300,119		1.13	%	H
Mesa Air Group, Inc.	Acquisition Delayed Draw Loan	LIBOR (M)		-			7.25	%		N/A		6/17/2019	$	-		-			271,500		0.02	%
Mesa Air Group, Inc.	Acquisition Loan	LIBOR (M)		-			7.25	%		7.75	%	7/15/2022	$	15,038,207		14,799,825			15,338,971		1.21	%
																42,090,518			43,894,604		3.46	%
Apparel Manufacturing
Broder Bros., Co.	First Lien Term Loan (First Out)	LIBOR (Q)		1.25	%		5.75	%		7.00	%	6/3/2021	$	9,840,000		9,663,099			9,692,400		0.76	%
Broder Bros., Co.	First Lien Term Loan B (Last Out)	LIBOR (Q)		1.25	%		12.25	%		13.50	%	6/3/2021	$	9,860,000		9,687,471			9,712,100		0.76	%
JH Apparel Holdings, LLC	First Lien FILO Term Loan	LIBOR (M)		1.00	%		9.60	%		10.60	%	4/8/2019	$	3,192,279		3,175,386			3,224,202		0.25	%
																22,525,956			22,628,702		1.77	%
Business Support Services
Enerwise Global Technologies, Inc.	Sr Secured Revolving Loan	LIBOR (Q)		0.23	%		8.52	%		8.75	%	11/30/2018	$	–		(27,602	)		11,600		-		K
Enerwise Global Technologies, Inc.	Sr Secured Term Loan (1.0% Exit Fee)	LIBOR (Q)		0.23	%		9.27	%		9.92	%	11/30/2019	$	24,250,000		24,018,703			24,320,325		1.92	%	L
STG-Fairway Acquisitions, Inc. (First Advantage)	Second Lien Term Loan	LIBOR (Q)		1.00	%		9.25	%		10.25	%	6/30/2023	$	31,000,000		30,566,061			31,864,900		2.51	%
																54,557,162			56,196,825		4.43	%
Chemicals
Anuvia Plant Nutrients Holdings, LLC	Sr Secured Term Loan (8.0% Exit Fee)	LIBOR (Q)		-			10.63	%		11.96	%	2/1/2018	$	10,254,168		10,651,471			10,748,931		0.85	%	L
BioAmber, Inc.	Sr Secured Term Loan (8.0% Exit Fee)	LIBOR (M)		0.23	%		9.27	%		9.96	%	12/1/2017	$	7,982,168		8,346,945			8,675,020		0.68	%	L
Green Biologics, Inc.	Sr Secured Delayed Draw Term Loan (10.0% Exit Fee)	Prime Rate		-			7.75	%		11.25	%	5/1/2018	$	15,000,000		15,202,033			15,553,500		1.22	%	L
																34,200,449			34,977,451		2.75	%
Communications Equipment Manufacturing
Globecomm Systems, Inc.	First Lien Term Loan	LIBOR (Q)		1.25	%		7.63	%		10.13	%	12/11/2018	$	14,554,640		14,409,094			14,554,640		1.15	%	B
Globecomm Systems, Inc.	First Lien Series A Term Loan	LIBOR (Q)		1.25	%		7.63	%		8.88	%	12/11/2018	$	–		-			-		-
																14,409,094			14,554,640		1.15	%

Computer Equipment Manufacturing
Silicon Graphics International Corp.	First Lien Term Loan	LIBOR (Q)		1.00	%		9.00	%		10.00	%	7/27/2018	$	15,949,968		15,757,759			16,069,593		1.27	%	J

Computer Systems Design and Related Services
Dealersocket, Inc.	Senior Secured 1st Lien Term Loan	LIBOR (M)		1.00	%		10.00	%		11.00	%	2/10/2021	$	17,500,000		16,883,291			17,272,500		1.36	%
MSC Software Corporation	Second Lien Term Loan	LIBOR (M)		1.00	%		7.50	%		8.50	%	5/29/2021	$	6,993,035		6,945,905			5,944,080		0.47	%
OnX Enterprise Solutions, Ltd. (Canada)	First Lien Term Loan B	LIBOR (Q)		-			8.00	%		8.64	%	9/3/2018	$	2,325,867		2,325,867			2,325,867		0.18	%	H
OnX Enterprise Solutions, Ltd. (Canada)	First Lien Term Loan	LIBOR (Q)		-			8.00	%		8.64	%	9/3/2018	$	10,373,333		10,306,412			10,373,333		0.82	%	H
OnX USA, LLC	First Lien Term Loan B	LIBOR (Q)		-			8.00	%		8.64	%	9/3/2018	$	3,761,733		3,761,733			3,761,733		0.30	%
OnX USA, LLC	First Lien Term Loan	LIBOR (Q)		-			8.00	%		8.64	%	9/3/2018	$	3,186,667		3,169,864			3,186,667		0.25	%
Vistronix, LLC	First Lien Revolver	LIBOR (Q)		0.50	%		8.50	%		9.00	%	12/4/2018	$	570,996		567,735			570,996		0.04	%
Vistronix, LLC	First Lien Term Loan	LIBOR (M)		0.50	%		8.50	%		9.00	%	12/4/2018	$	6,123,145		6,082,365			6,061,914		0.48	%
Waterfall International, Inc.	First Lien Delayed Draw Term Loan	LIBOR (Q)		-			11.67	%		12.36	%	9/1/2018	$	4,800,000		4,772,537			4,818,960		0.38	%
																54,815,709			54,316,050		4.28	%
Data Processing and Hosting Services
Asset International, Inc.	Delayed Draw Term Loan	LIBOR (M)		1.00	%		7.00	%		8.00	%	7/31/2020	$	3,430,383		3,399,154			3,383,558		0.27	%
Asset International, Inc.	Revolver Loan	LIBOR (M)		1.00	%		7.00	%		8.00	%	7/31/2020	$	807,920		801,046			796,892		0.06	%
Asset International, Inc.	First Lien Term Loan	LIBOR (M)		1.00	%		7.00	%		8.00	%	7/31/2020	$	8,088,844		7,971,339			7,978,431		0.63	%
Rightside Group, Ltd.	Second Lien Term Loan	LIBOR (Q)		0.50	%		8.75	%		9.44	%	8/6/2019	$	4,625,000		3,972,348			4,643,500		0.37	%
United TLD Holdco, Ltd. (Rightside) (Cayman Islands)	Second Lien Term Loan	LIBOR (Q)		0.50	%		8.75	%		9.44	%	8/6/2019	$	9,250,000		7,944,697			9,287,000		0.73	%	H
																24,088,584			26,089,381		2.06	%

Table of Contents

TCP Capital Corp.

Consolidated Schedule of Investments (Unaudited) (Continued)

June 30, 2016

																					% of Total
																		Fair			Cash and
Issuer	Instrument	Ref	Floor			Spread			Total Coupon			Maturity	Principal		Cost			Value			Investments			Notes

Debt Investments (continued)
Electric Power Generation, Transmission and Distribution
Holocene Renewable Energy Fund 3, LLC (Conergy)	First Lien Term Loan	Fixed		-		9% Cash + 1% PIK				10.00	%	9/10/2017	$	7,499,009	$	7,452,179		$	7,424,019			0.58	%
CGY UK Portfolio I Borrower LLC, (Conergy)	Senior Secured 1st Lien Term Loan	LIBOR (Q)		-			9.00	%		9.65	%	3/3/2018	$	3,951,020		3,849,232			3,911,510			0.31	%
																11,301,411			11,335,529			0.89	%
Electronic Component Manufacturing
Redaptive, Inc.	First Lien Delayed Draw Term Loan	LIBOR (Q)		-			10.72	%		N/A		7/1/2018	$	–		(96,963	)		-			-		K
Soraa, Inc.	Tranche A Term Loan (3.0% Exit Fee)	LIBOR (Q)		0.44	%		9.33	%		9.96	%	3/1/2018	$	21,383,721		20,745,834			20,858,751			1.64	%	L
Soraa, Inc.	Tranche B Term Loan	LIBOR (Q)		0.44	%		9.33	%		9.96	%	9/1/2017	$	1,603,779		1,523,920			1,580,043			0.12	%
																22,172,791			22,438,794			1.76	%
Equipment Leasing
36th Street Capital Partners Holdings, LLC	Senior Note	Fixed		-			12.00	%		12.00	%	11/1/2020	$	16,870,302		16,870,302			16,870,302			1.33	%	E/F
Essex Ocean, LLC (Solexel)	Sr Secured Term Loan	Fixed		-			8.00	%		8.00	%	8/15/2018	$	2,167,243		2,167,243			2,206,254			0.17	%
																19,037,545			19,076,556			1.50	%
Facilities Support Services
NANA Development Corp.	First Lien Term Loan B	LIBOR (M)		1.25	%		6.75	%		8.00	%	3/15/2018	$	1,407,222		1,312,234			1,315,752			0.10	%

Financial Investment Activities
iPayment, Inc.	First Lien Term Loan B2	LIBOR (Q)		1.50	%		5.25	%		6.75	%	5/8/2017	$	12,304,553		11,922,380			11,781,610			0.93	%
Magnolia Finance V plc (Cayman Islands)	Asset-Backed Credit Linked Notes	Fixed		-			13.13	%		13.13	%	8/2/2021	$	15,000,000		15,000,000			14,812,500			1.17	%	E/H
																26,922,380			26,594,110			2.10	%
Gaming
AP Gaming I, LLC	First Lien Revolver	LIBOR (M)		-			8.25	%		N/A		12/20/2018	$	–		(1,759,594	)		(1,562,500	)		(0.12	%)	K

Grocery Stores
Bashas, Inc.	First Lien FILO Term Loan	LIBOR (M)		1.50	%		8.80	%		10.30	%	10/8/2019	$	9,455,037		9,418,865			9,549,587			0.75	%

Hospitals
Evidera, Inc.	First Lien Term Loan	LIBOR (Q)		1.00	%		9.00	%		10.00	%	7/1/2018	$	3,611,649		3,593,591			3,665,824			0.29	%
KPC Healthcare, Inc.	First Lien Term Loan	Prime Rate		-			8.25	%		11.75	%	8/28/2020	$	15,866,144		15,557,477			15,960,547			1.26	%
																19,151,068			19,626,371			1.55	%
Insurance Carriers
JSS Holdings, Inc.	First Lien Term Loan	LIBOR (Q)		1.00	%		6.50	%		7.50	%	8/31/2021	$	3,850,000		3,781,810			3,657,500			0.29	%
US Apple Holdco, LLC (Ventiv Technology)	First Lien Term Loan	LIBOR (Q)		0.50	%		11.50	%		12.19	%	8/29/2019	$	20,000,000		19,444,049			20,000,000			1.58	%
																23,225,859			23,657,500			1.87	%
Insurance Related Activities
Acrisure, LLC	Second Lien Notes	LIBOR (Q)		1.00	%		9.00	%		10.00	%	11/19/2022	$	28,999,999		28,612,141			28,999,999			2.28	%
Acrisure, LLC	Second Lien Incremental Notes	LIBOR (Q)		1.00	%		9.00	%		10.00	%	11/19/2022	$	6,000,000		5,942,305			6,000,000			0.47	%
																34,554,446			34,999,999			2.75	%
Lessors of Nonfinancial Licenses
ABG Intermediate Holdings 2, LLC	Second Lien Term Loan	LIBOR (Q)		1.00	%		8.50	%		9.50	%	5/27/2022	$	15,768,424		15,640,895			15,255,950			1.20	%
ABG Intermediate Holdings 2, LLC	Second Lien Incremental Term Loan	LIBOR (Q)		1.00	%		8.50	%		9.50	%	5/27/2022	$	3,426,412		3,395,672			3,315,054			0.26	%
																19,036,567			18,571,004			1.46	%
Management, Scientific, and Technical Consulting Services
Dodge Data & Analytics, LLC	First Lien Term Loan	LIBOR (Q)		1.00	%		8.75	%		9.75	%	10/31/2019	$	24,344,549		23,884,767			23,735,935			1.87	%

Medical Equipment and Supplies Manufacturing
Bioventus, LLC	Second Lien Term Loan	LIBOR (Q)		1.00	%		10.00	%		11.00	%	4/10/2020	$	11,000,000		10,835,990			10,917,500			0.86	%

Motion Picture and Video Industries
CORE Entertainment, Inc.	First Lien Term Loan	Fixed		-			11.00	%		11.00	%	6/21/2017	$	9,462,231		9,497,311			4,314,304			0.34	%	C
CORE Entertainment, Inc.	Second Lien Term Loan	Fixed		-			15.50	%		15.50	%	6/21/2018	$	7,569,785		7,700,187			298,250			0.02	%	C
																17,197,498			4,612,554			0.36	%
Nondepository Credit Intermediation
Caribbean Financial Group (Cayman Islands)	Sr Secured Notes	Fixed		-			11.50	%		11.50	%	11/15/2019	$	28,678,000		28,552,175			28,911,009			2.28	%	E/G/H
Daymark Financial Acceptance, LLC	First Lien Delayed Draw Term Loan	LIBOR (M)		-			9.50	%		9.96	%	1/12/2020	$	17,500,000		17,267,540			17,017,000			1.34	%
Greystone Select Holdings, LLC	First Lien Term Loan	LIBOR (Q)		1.00	%		8.00	%		9.00	%	3/26/2021	$	16,183,908		16,018,277			15,913,637			1.25	%
Trade Finance Funding I, Ltd. (Cayman Islands)	Secured Class B Notes	Fixed		-			10.75	%		10.75	%	11/13/2018	$	15,084,000		15,084,000			14,857,740			1.17	%	E/H
																76,921,992			76,699,386			6.04	%
Oil and Gas Extraction
MD America Energy, LLC	Second Lien Term Loan	LIBOR (Q)		1.00	%		8.50	%		9.50	%	8/4/2019	$	242,857		240,296			228,286			0.02	%

Other Chemical Products and Mineral Manufacturing
Nanosys, Inc.	Senior Secured 1st Lien Delayed Draw Term Loan (3.0% Exit Fee)	LIBOR (Q)		-			9.81	%		10.50	%	4/1/2019	$	7,000,000		6,371,874			6,654,050			0.52	%	L

Other Information Services
Simmons Research, LLC	First Lien Term Loan	LIBOR (Q)		0.50	%		10.50	%		11.19	%	12/11/2020	$	5,000,712		4,908,856			4,938,203			0.39	%
SoundCloud Ltd. (United Kingdom)	Sr Secured Term Loan (2.0% Exit Fees)	LIBOR (M)		0.28	%		10.72	%		11.00	%	10/1/2018	$	31,550,000		31,494,139			31,944,398			2.52	%	H/L
TCH-2 Holdings, LLC (TravelClick)	Second Lien Term Loan	LIBOR (M)		1.00	%		7.75	%		8.75	%	11/6/2021	$	19,988,392		19,752,366			18,789,089			1.48	%	G
																56,155,361			55,671,690			4.39	%
Other Manufacturing
AGY Holding Corp.	Sr Secured Term Loan	Fixed		-			12.00	%		12.00	%	9/15/2016	$	4,869,577		4,869,577			4,869,577			0.38	%	B
AGY Holding Corp.	Second Lien Notes	Fixed		-			11.00	%		11.00	%	11/15/2016	$	9,268,000		7,586,317			9,268,000			0.73	%	B/E
Boomerang Tube, LLC	Subordinated Notes	LIBOR (M)		-			17.50	%		17.50	%	2/1/2021	$	1,030,741		1,030,741			146,365			0.01	%	C
																13,486,635			14,283,942			1.12	%
Other Telecommunications
Securus Technologies, Inc.	Second Lien Term Loan	LIBOR (Q)		1.25	%		7.75	%		9.00	%	4/30/2021	$	14,000,000		13,860,000			12,623,310			0.99	%

Table of Contents

TCP Capital Corp.

Consolidated Schedule of Investments (Unaudited) (Continued)

June 30, 2016

																					% of Total
																		Fair			Cash and
Issuer	Instrument	Ref	Floor			Spread			Total Coupon			Maturity	Principal		Cost			Value			Investments			Notes

Debt Investments (continued)
Other Publishing
Bisnow, LLC	First Lien Revolver	LIBOR (Q)		-			9.00	%		N/A		4/29/2021	$	–	$	(24,000	)	$	(24,000	)		-		K
Bisnow, LLC	First Lien Term Loan	LIBOR (Q)		-			9.00	%		9.69	%	4/29/2021	$	8,800,000		8,629,495			8,624,000			0.68	%
MediMedia USA, Inc.	First Lien Revolver	Prime Rate		-			5.75	%		9.25	%	5/20/2018	$	3,952,500		3,501,508			3,952,500			0.31	%
MediMedia USA, Inc.	First Lien Term Loan	LIBOR (Q)		1.25	%		6.75	%		8.00	%	11/20/2018	$	5,681,239		5,598,879			5,681,239			0.45	%	G
																17,705,882			18,233,739			1.44	%
Pharmaceuticals
Lantheus Medical Imaging, Inc.	First Lien Term Loan	LIBOR (Q)		1.00	%		6.00	%		7.00	%	6/30/2022	$	10,976,206		10,380,535			9,823,704			0.77	%

Plastics Manufacturing
Iracore International, Inc.	Sr Secured Notes	Fixed		-			9.50	%		9.50	%	6/1/2018	$	13,600,000		13,600,000			7,378,000			0.58	%	E/G

Radio and Television Broadcasting
Fuse, LLC	Sr Secured Notes	Fixed		-			10.38	%		10.38	%	7/1/2019	$	7,312,000		7,312,000			5,739,920			0.45	%	E/G
NEP/NCP Holdco, Inc.	Second Lien Term Loan	LIBOR (M)		1.25	%		8.75	%		10.00	%	7/22/2020	$	15,000,000		14,735,376			14,325,000			1.13	%
																22,047,376			20,064,920			1.58	%

Restaurants
RM OpCo, LLC (Real Mex)	Convertible Second Lien Term Loan Tranche B-1	Fixed		-			8.50	%		8.50	%	3/30/2018	$	1,861,478		1,861,478			1,861,478			0.15	%	B
RM OpCo, LLC (Real Mex)	First Lien Term Loan Tranche A	Fixed		-			7.00	%		7.00	%	3/30/2018	$	4,857,987		4,574,601			4,857,987			0.38	%	B
RM OpCo, LLC (Real Mex)	Second Lien Term Loan Tranche B	Fixed		-			8.50	%		8.50	%	3/30/2018	$	9,275,105		9,275,105			3,446,629			0.27	%	B
RM OpCo, LLC (Real Mex)	Second Lien Term Loan Tranche B-1	Fixed		-			8.50	%		8.50	%	3/30/2018	$	2,921,047		2,905,624			2,921,047			0.23	%	B
RM OpCo, LLC (Real Mex)	Sr Convertible Second Lien Term Loan B	Fixed		-			8.50	%		8.50	%	3/30/2018	$	2,729,864		2,729,864			2,729,864			0.21	%	B
																21,346,672			15,817,005			1.24	%
Retail
Connexity, Inc.	First Lien Term Loan	LIBOR (Q)		1.00	%		10.00	%		11.00	%	2/13/2020	$	6,193,688		6,193,688			6,076,317			0.48	%
The Gymboree Corporation	First Lien Term Loan	LIBOR (Q)		-			10.25	%		10.92	%	9/24/2020	$	9,827,273		9,634,947			9,630,728			0.76	%
Kenneth Cole Productions, Inc.	First Lien FILO Term Loan	LIBOR (M)		1.00	%		8.50	%		9.50	%	9/25/2020	$	12,738,301		12,619,639			12,865,684			1.01	%
																28,448,274			28,572,729			2.25	%
Satellite Telecommunications
Avanti Communications Group, PLC (United Kingdom)	Sr Secured Notes	Fixed		-			10.00	%		10.00	%	10/1/2019	$	9,393,000		9,393,000			7,058,840			0.56	%	E/G/H

Scientific Research and Development Services
BPA Laboratories, Inc.	Senior Secured Notes	Fixed		-			12.25	%		12.25	%	4/1/2017	$	38,932,000		39,001,750			39,321,320			3.10	%	E/G

Software Publishing
Acronis International GmbH (Switzerland)	First Lien Term Loan	LIBOR (Q)		1.00	%		9.50	%		10.50	%	6/9/2017	$	28,719,439		28,660,063			28,170,897			2.22	%	H
ArcServe (USA), LLC	Second Lien Term Loan	LIBOR (Q)		0.50	%		8.50	%		9.13	%	1/31/2020	$	30,028,125		29,605,659			28,016,241			2.21	%
Autoalert, LLC	First Lien Term Loan	LIBOR (Q)		0.25	%	4.75% Cash + 4% PIK				9.44	%	3/31/2019	$	35,267,436		34,843,159			35,159,870			2.77	%
BlackLine Systems, Inc.	First Lien Term Loan	LIBOR (Q)		1.50	%	0.4% Cash + 7.6% PIK				9.50	%	9/25/2018	$	15,115,023		14,466,578			15,115,023			1.19	%
BlackLine Systems, Inc.	Senior Secured 1st Lien Incremental Term Loan	LIBOR (Q)		1.50	%	0.4% Cash + 7.6% PIK				9.50	%	9/25/2018	$	3,809,896		3,742,949			3,809,896			0.30	%
BlackLine Systems, Inc.	Senior Secured Revolver	LIBOR (Q)		0.50	%		6.00	%		6.50	%	9/25/2018	$	–		-			-			-
Bluehornet Networks, Inc.	First Lien Term Loan	LIBOR (Q)		-			9.50	%		10.15	%	12/3/2020	$	5,911,694		5,753,056			5,734,343			0.45	%
Edmentum, Inc.	Jr Revolving Facility	Fixed		-			5.00	%		5.00	%	6/9/2020	$	2,762,241		2,762,241			2,762,241			0.22	%	B
Edmentum Ultimate Holdings, LLC	Sr PIK Notes	Fixed		-			8.50	%		8.50	%	6/9/2020	$	2,725,875		2,725,875			2,725,875			0.21	%	B
Edmentum Ultimate Holdings, LLC	Jr PIK Notes	Fixed		-			10.00	%		10.00	%	6/9/2020	$	12,395,233		11,835,221			11,924,214			0.94	%	B
Fidelis Acquisitionco, LLC	First Lien Term Loan	LIBOR (Q)		1.00	%		8.00	%		9.00	%	11/4/2019	$	42,349,121		41,693,444			42,200,899			3.32	%
Fidelis Acquisitionco, LLC	Sr Secured Revolver	LIBOR (Q)		1.00	%		8.00	%		9.00	%	11/4/2019	$	3,182,143		3,182,143			3,171,005			0.25	%
Newscycle Solutions, Inc.	Second Lien Term Loan	LIBOR (Q)		-			13.00	%		13.66	%	9/10/2021	$	11,513,362		11,170,722			11,167,962			0.88	%
Newscycle Solutions AB	Second Lien Term Loan B	LIBOR (Q)		-			13.00	%		13.66	%	9/10/2021	$	11,513,362		11,170,722			11,167,962			0.88	%
Soasta, Inc.	Senior Secured 1st Lien Term Loan (4.0% Exit Fees)	LIBOR (Q)		-			9.56	%		10.25	%	4/1/2019	$	17,880,435		17,617,584			17,650,671			1.39	%	L
Utilidata, Inc.	First Lien Delayed Draw Term Loan (1.0% Exit Fee)	LIBOR (M)		0.62	%		9.88	%		10.50	%	1/1/2019	$	3,200,000		3,106,557			3,000,000			0.24	%	L
Virgin Pulse Inc.	First Lien Term Loan	LIBOR (Q)		-			8.00	%		8.65	%	5/21/2020	$	7,500,000		7,411,126			7,500,000			0.59	%
																229,747,099			229,277,099			18.06	%
Specialty Hospitals
Pacific Coast Holdings Investment, LLC	Senior Secured 1st Lien Delayed Draw Term Loan	LIBOR (M)		2.00	%		9.70	%		11.70	%	10/23/2019	$	10,828,233		10,722,349			10,828,233			0.85	%
Sporting Goods, Hobby, and Musical Instrument Stores
Gander Mountain Company	Second Lien Term Loan	LIBOR (Q)		-			9.50	%		10.15	%	6/15/2018	$	11,465,152		11,350,599			11,350,501			0.89	%

Textile Furnishings Mills
Lexmark Carpet Mills, Inc.	First Lien Term Loan	LIBOR (Q)		1.00	%		10.00	%		11.00	%	12/19/2019	$	23,271,945		23,271,945			22,918,212			1.81	%
Lexmark Carpet Mills, Inc.	First Lien Term Loan B	LIBOR (Q)		1.00	%		10.00	%		11.00	%	12/19/2019	$	7,982,818		7,819,332			7,861,479			0.62	%
																31,091,277			30,779,691			2.43	%
Utility System Construction
Kawa Solar Holdings Limited	Revolving Credit Facility	Fixed		-			8.20	%		8.20	%	7/2/2017	$	25,000,000		25,000,000			25,000,000			1.97	%

Wired Telecommunications Carriers
Alpheus Communications, LLC	First Lien Delayed Draw FILO Term Loan	LIBOR (Q)		1.00	%		7.42	%		8.42	%	5/31/2018	$	1,701,070		1,685,793			1,693,885			0.13	%
Alpheus Communications, LLC	First Lien FILO Term Loan	LIBOR (Q)		1.00	%		7.42	%		8.42	%	5/31/2018	$	7,352,464		7,279,371			7,197,695			0.57	%
Integra Telecom Holdings, Inc.	Second Lien Term Loan	LIBOR (Q)		1.25	%		8.50	%		9.75	%	2/22/2020	$	13,231,193		13,060,960			12,238,854			0.97	%
Oxford County Telephone and Telegraph Company	First Lien Term Loan	LIBOR (Q)		1.00	%		7.13	%		8.13	%	8/31/2020	$	3,970,000		3,918,827			3,944,195			0.31	%
																25,944,951			25,074,629			1.98	%
Wireless Telecommunications Carriers
Gogo, LLC	Sr Secured Notes	Fixed		-			12.50	%		12.50	%	7/1/2022	$	10,000,000		10,000,000			9,912,500			0.78	%	E

Total Debt Investments																1,202,374,363			1,176,581,175			92.66	%

Table of Contents

TCP Capital Corp.

Consolidated Schedule of Investments (Unaudited) (Continued)

June 30, 2016

													% of Total
					Total						Fair		Cash and
Issuer	Instrument	Ref	Floor	Spread	Coupon	Maturity	Shares		Cost		Value		Investments			Notes

Equity Securities
Advertising and Public Relations Services
InMobi, Inc. (Singapore)	Warrants to Purchase Stock							562,496	$	230,569	$	232,311		0.02	%	C/E/H

Air Transportation
Aircraft Leased to United Airlines, Inc.
United N659UA-767, LLC (N659UA)	Trust Beneficial Interests							683		3,431,877		3,349,523		0.26	%	E/F
United N661UA-767, LLC (N661UA)	Trust Beneficial Interests							688		3,568,066		3,385,801		0.27	%	E/F
Epic Aero, Inc. (One Sky)	Warrants to Purchase Common Stock							1,843		855,313		2,493,165		0.20	%	C/E
										7,855,256		9,228,489		0.73	%
Business Support Services
Findly Talent, LLC	Membership Units							708,229		230,938		143,062		0.01	%	C/E
STG-Fairway Holdings, LLC (First Advantage)	Class A Units							841,479		325,432		2,061,624		0.16	%	C/E
										556,370		2,204,686		0.17	%
Chemicals
Green Biologics, Inc.	Warrants to Purchase Stock							615,000		272,594		220,724		0.02	%	C/E

Communications Equipment Manufacturing
Wasserstein Cosmos Co-Invest, L.P. (Globecomm)	Limited Partnership Units							5,000,000		5,000,000		3,078,000		0.24	%	B/C/E

Computer Systems Design and Related Services
Waterfall International, Inc.	Series B Preferred Stock							1,428,571		1,000,000		1,053,286		0.08	%	C/E
Waterfall International, Inc.	Warrants to Purchase Stock							920,000		89,847		129,996		0.01	%	C/E
										1,089,847		1,183,282		0.09	%
Data Processing and Hosting Services
Anacomp, Inc.	Class A Common Stock							1,255,527		26,711,048		1,393,635		0.11	%	C/E/F
Rightside Group, Ltd.	Warrants							498,855		2,778,622		757,387		0.06	%	C/E
										29,489,670		2,151,022		0.17	%
Electrical Equipment Manufacturing
NEXTracker, Inc.	Series B Preferred Stock							558,884		-		3,185,303		0.25	%	C/E
NEXTracker, Inc.	Series C Preferred Stock							17,640		-		100,539		0.01	%	C/E
										-		3,285,842		0.26	%
Electronic Component Manufacturing
Soraa, Inc.	Warrants to Purchase Common Stock							3,071,860		478,899		12,595		-		C/E

Equipment Leasing
36th Street Capital Partners Holdings, LLC	Membership Units							4,217,576		4,217,576		4,217,576		0.33	%	C/E/F
Essex Ocean II, LLC	Membership Units							199,430		139,267		179,088		0.01	%	C/E/F
										4,356,843		4,396,664		0.34	%

Financial Investment Activities
GACP I, LP	Membership Units							10,954,741		11,073,878		11,074,171		0.87	%	C/E/I
Marsico Holdings, LLC	Common Interest Units							168,698		172,694		1,687		-		C/E/I
										11,246,572		11,075,858		0.87	%

Metal and Mineral Mining
EPMC HoldCo, LLC	Membership Units							1,312,720		-		315,053		0.02	%	B/E

Other Chemical Products and Mineral Manufacturing
Nanosys, Inc.	Warrants to Purchase Common Stock							800,000		605,266		623,040		0.05	%	C/E

Other Information Services
SoundCloud, Ltd. (United Kingdom)	Warrants to Purchase Preferred Stock							946,498		79,082		77,802		0.01	%	C/E/H

Other Manufacturing
Boomerang Tube Holdings, Inc.	Common Stock							24,288		243		243		-		C/E
KAGY Holding Company, Inc.	Series A Preferred Stock							9,778		1,091,200		6,164,482		0.49	%	B/C/E
Precision Holdings, LLC	Class C Membership Interest							33		-		1,656		-		C/E
										1,091,443		6,166,381		0.49	%
Radio and Television Broadcasting
Fuse Media, LLC	Warrants to Purchase Common Stock							233,470		300,322		-		-		C/E

Restaurants
RM Holdco, LLC (Real Mex)	Equity Participation							24		-		-		-		B/C/E
RM Holdco, LLC (Real Mex)	Membership Units							13,161,000		2,010,777		-		-		B/C/E
										2,010,777		-		-
Retail
Shop Holding, LLC (Connexity)	Class A Units							507,167		480,049		21,707		-		C/E

Table of Contents

TCP Capital Corp.

Consolidated Schedule of Investments (Unaudited) (Continued)

June 30, 2016

													% of Total
					Total						Fair		Cash and
Issuer	Instrument	Ref	Floor	Spread	Coupon	Maturity	Shares		Cost		Value		Investments			Notes

Equity Securities (continued)
Software Publishing
Blackline Intermediate, Inc.	Warrants to Purchase Common Stock							1,232,731	$	522,678	$	1,957,454		0.15	%	C/E
Edmentum Ultimate Holdings, LLC	Class A Common Units							159,515		680,226		680,218		0.05	%	B/C/E
Soasta, Inc.	Warrants to Purchase Series F Preferred Stock							715,217		192,651		29,252		-		C/E
Utilidata, Inc.	Warrants to Purchase Stock							719,998		216,336		190,007		0.01	%	C/E
										1,611,891		2,856,931		0.21	%
Wired Telecommunications Carriers
Integra Telecom, Inc.	Common Stock							1,274,522		8,433,884		5,269,511		0.42	%	C/E
Integra Telecom, Inc.	Warrants							346,939		19,920		197,270		0.02	%	C/E
V Telecom Investment S.C.A. (Vivacom) (Luxembourg)	Common Shares							1,393		3,236,256		2,323,064		0.19	%	C/D/E/H
										11,690,060		7,789,845		0.63	%

Total Equity Securities										78,445,510		54,920,232		4.32	%

Total Investments									$	1,280,819,873	$	1,231,501,407

Cash and Cash Equivalents
Cash Denominated in Foreign Currencies												335,734		0.03	%
Cash Held on Account at Various Institutions												37,977,852		2.99	%
Cash and Cash Equivalents												38,313,586		3.02	%

Total Cash and Investments											$	1,269,814,993		100.00	%	M

Notes to Consolidated Schedule of Investments:

^(A)	Investments in bank debt generally are bought and sold among institutional investors in transactions not subject to registration under the Securities Act of 1933. Such transactions are generally subject to contractual restrictions, such as approval of the agent or borrower.

^(B)	Non-controlled affiliate – as defined under the Investment Company Act of 1940 (ownership of between 5% and 25% of the outstanding voting securities of this issuer). See Consolidated Schedule of Changes in Investments in Affiliates.

^(C)	Non-income producing security.

^(D)

Investment denominated in foreign currency. Amortized cost and fair value converted from foreign currency to US dollars. Foreign currency denominated investments are generally hedged for currency exposure. At June 30, 2016, such hedging activities included the derivatives listed at the end of the Consolidated Schedule of Investments. (See Note 2)

^(E)	Restricted security. (See Note 2)

^(F)

Controlled issuer – as defined under the Investment Company Act of 1940 (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. See Consolidated Schedule of Changes in Investments in Affiliates.

^(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 Investment Company Act. Under the Investment Company Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Company's total assets.

^(I)

Deemed an investment company under Section 3(c) of the Investment Company Act and as a result the investment is not a qualifying asset under Section 55(a) of the Investment Company Act. Under the Investment Company Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Company'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 Investment Company Act. Under the Investment Company Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Company'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 Notes G above, are pledged as collateral under certain debt as described in Note 4 to the Consolidated Financial Statements.

LIBOR or EURIBOR resets monthly (M), quarterly (Q), semiannually (S), or annually (A).

Aggregate acquisitions and aggregate dispositions of investments, other than government securities, totaled $233,176,219 and $186,045,477 respectively, for the six months ended June 30, 2016. Aggregate acquisitions includes investment assets received as payment in kind. Aggregate dispositions includes principal paydowns on and maturities of debt investments. The total value of restricted securities and bank debt as of June 30, 2016 was $1,231,355,042 or 97.0% of total cash and investments of the Company. As of June 30, approximately 18.2% of the total assets of the Company were not qualifying assets under Section 55(a) of the 1940 Act.

Options and swaps at June 30, 2016 were as follows:

Investment	Notional Amount		Fair Value

Euro/US Dollar Cross-Currency Basis Swap with Wells Fargo Bank, N.A., Pay Euros/Receive USD, Expires 3/31/2017	$	16,401,467	$	2,981,525
GBP, Put Option, $1.47370, expires 3/3/17	£	2,681,021	$	417,504

See accompanying notes to the consolidated financial statements.

Table of Contents

TCP Capital Corp.

Consolidated Schedule of Investments

December 31, 2015

																					% of Total
									Total									Fair			Cash and
Issuer	Instrument	Ref	Floor			Spread			Coupon			Maturity	Principal		Cost			Value			Investments			Notes

Debt Investments ^(A)

Accounting, Tax and Payroll Services
EGS Holdings, Inc. (Expert Global Solutions)	Holdco PIK Notes	LIBOR (A)		3.00	%		10.00	%		13.00	%	10/3/2018	$	64,783	$	64,783		$	64,783			0.01	%
Expert Global Solutions, LLC	Second Lien Term Loan	LIBOR (Q)		1.50	%		11.00	%		12.50	%	10/3/2018	$	15,249,675		15,041,186			15,249,675			1.25	%
																15,105,969			15,314,458			1.26	%
Advertising, Public Relations Services
Doubleplay III Limited (Exterion Media) (United Kingdom)	First Lien Facility A1 Term Loan	EURIBOR (Q)		1.25	%		5.75	%		7.00	%	3/18/2018	€	12,249,157		15,931,220			13,171,984			1.08	%	D/H
InMobi, Inc. (Singapore)	First Lien Delayed Draw Tranche 1 Term Loan (1.25% Exit Fee)	LIBOR (M)		0.33	%		10.17	%		10.50	%	9/1/2018	$	13,145,041		12,695,719			12,776,341			1.05	%	H/L
InMobi, Inc. (Singapore)	First Lien Delayed Draw Tranche 1 Term Loan (1.25% Exit Fee)	LIBOR (M)		0.33	%		10.17	%		N/A		9/1/2018	$	-		-			-			-		H/L
InMobi, Inc. (Singapore)	First Lien Delayed Draw Tranche 1 Term Loan (1.25% Exit Fee)	LIBOR (M)		0.33	%		10.17	%		N/A		9/1/2018	$	-		-			-			-		H/L
																28,626,939			25,948,325			2.13	%
Air Transportation
Aircraft Leased to Delta Air Lines, Inc.
N913DL	Aircraft Secured Mortgage	Fixed		-			8.00	%		8.00	%	3/15/2017	$	114,196		114,196			115,617			0.01	%	F
N918DL	Aircraft Secured Mortgage	Fixed		-			8.00	%		8.00	%	8/15/2018	$	233,219		233,219			237,494			0.02	%	F
N954DL	Aircraft Secured Mortgage	Fixed		-			8.00	%		8.00	%	3/20/2019	$	336,554		336,554			342,734			0.03	%	F
N955DL	Aircraft Secured Mortgage	Fixed		-			8.00	%		8.00	%	6/20/2019	$	362,232		362,232			369,162			0.03	%	F
N956DL	Aircraft Secured Mortgage	Fixed		-			8.00	%		8.00	%	5/20/2019	$	358,380		358,380			365,197			0.03	%	F
N957DL	Aircraft Secured Mortgage	Fixed		-			8.00	%		8.00	%	6/20/2019	$	365,401		365,401			372,392			0.03	%	F
N959DL	Aircraft Secured Mortgage	Fixed		-			8.00	%		8.00	%	7/20/2019	$	372,361		372,361			379,522			0.03	%	F
N960DL	Aircraft Secured Mortgage	Fixed		-			8.00	%		8.00	%	10/20/2019	$	396,169		396,169			403,869			0.03	%	F
N961DL	Aircraft Secured Mortgage	Fixed		-			8.00	%		8.00	%	8/20/2019	$	385,667		385,667			393,115			0.03	%	F
N976DL	Aircraft Secured Mortgage	Fixed		-			8.00	%		8.00	%	2/15/2018	$	214,686		214,686			218,321			0.02	%	F
Aircraft Leased to United Airlines, Inc.
N659UA	Aircraft Secured Mortgage	Fixed		-			12.00	%		12.00	%	2/28/2016	$	313,315		313,315			318,980			0.03	%	F
N661UA	Aircraft Secured Mortgage	Fixed		-			12.00	%		12.00	%	5/4/2016	$	557,684		557,684			570,303			0.05	%	F
Cargojet Airways LTD. (Canada)	Aircraft Acquisition Loan A	LIBOR (M)		-			8.50	%		8.75	%	1/31/2023	$	14,250,773		13,982,969			14,252,198			1.17	%	H
Cargojet Airways LTD. (Canada)	Aircraft Acquisition Loan A1	LIBOR (M)		-			8.50	%		N/A		1/31/2023	$	-		-			-			-		H
Mesa Air Group, Inc.	Acquisition Delayed Draw Loan	LIBOR (M)		-			7.25	%		N/A		6/17/2019	$	-		-			278,288			0.02	%
Mesa Air Group, Inc.	Acquisition Loan	LIBOR (M)		-			7.25	%		7.62	%	7/15/2022	$	15,997,019		15,724,234			16,324,958			1.34	%
																33,717,067			34,942,150			2.87	%
Apparel Manufacturing
Broder Bros., Co.	First Lien Term Loan A (First Out)	LIBOR (Q)		1.25	%		5.75	%		7.00	%	6/3/2021	$	9,940,000		9,743,116			9,741,200			0.80	%
Broder Bros., Co.	First Lien Term Loan B (Last Out)	LIBOR (Q)		1.25	%		12.25	%		13.50	%	6/3/2021	$	9,960,000		9,762,553			9,760,800			0.80	%
JH Apparel Holdings, LLC	First Lien FILO Term Loan	LIBOR (M)		1.00	%		9.60	%		10.60	%	4/8/2019	$	3,669,926		3,645,226			3,669,926			0.30	%
																23,150,895			23,171,926			1.90	%
Business Support Services
Enerwise Global Technologies, Inc.	Sr Secured Revolving Loan	LIBOR (Q)		0.23	%		8.52	%		8.75	%	11/30/2017	$	-		(69,938	)		(123,750	)		(0.01	%)	K
Enerwise Global Technologies, Inc.	Sr Secured Term Loan (1.0% Exit Fee)	LIBOR (Q)		0.23	%		9.27	%		9.50	%	11/30/2019	$	17,281,250		17,043,402			16,996,109			1.39	%	L
STG-Fairway Acquisitions, Inc. (First Advantage)	Second Lien Term Loan	LIBOR (Q)		1.00	%		9.25	%		10.25	%	6/30/2023	$	31,000,000		30,546,700			31,883,500			2.62	%
																47,520,164			48,755,859			4.00	%
Chemicals
Anuvia Plant Nutrients Holdings, LLC	Sr Secured Term Loan (8.0 % Exit Fee)	LIBOR (M)		0.23	%		10.27	%		10.50	%	2/1/2018	$	7,700,000		7,993,675			8,059,280			0.66	%	L
BioAmber, Inc.	Sr Secured Term Loan (8.25% Exit Fee)	LIBOR (M)		0.23	%		9.27	%		9.50	%	12/1/2017	$	10,000,000		10,226,245			10,509,000			0.86	%	L
Green Biologics, Inc.	Sr Secured Delayed Draw Term Loan (10.0% Exit Fee)	Prime Rate		-			7.75	%		11.25	%	5/1/2018	$	15,000,000		14,927,838			15,175,500			1.25	%	L
																33,147,758			33,743,780			2.77	%
Communications Equipment Manufacturing
Globecomm Systems, Inc.	First Lien Term Loan	LIBOR (Q)		1.25	%		7.63	%		8.88	%	12/11/2018	$	14,629,280		14,482,987			14,256,233			1.17	%	B

Computer Equipment Manufacturing
Silicon Graphics International Corp.	First Lien Term Loan	LIBOR (Q)		1.00	%		9.00	%		10.00	%	7/27/2018	$	18,432,723		18,157,715			18,570,968			1.52	%	J

Computer Systems Design and Related Services
Autoalert, LLC	First Lien Term Loan	LIBOR (Q)		0.25	%	4.75% Cash + 4% PIK				9.00	%	3/31/2019	$	34,564,922		34,069,278			34,459,499			2.83	%
MSC Software Corporation	Second Lien Term Loan	LIBOR (M)		1.00	%		7.50	%		8.50	%	5/29/2021	$	6,993,035		6,938,605			6,153,871			0.51	%
OnX Enterprise Solutions, Ltd. (Canada)	First Lien Term Loan B	LIBOR (Q)		-			8.00	%		8.32	%	9/3/2018	$	2,337,733		2,337,733			2,355,266			0.19	%	H
OnX Enterprise Solutions, Ltd. (Canada)	First Lien Term Loan	LIBOR (Q)		-			7.00	%		7.32	%	9/3/2018	$	10,426,667		10,343,578			10,322,400			0.85	%	H
OnX USA, LLC	First Lien Term Loan B	LIBOR (Q)		-			8.00	%		8.32	%	9/3/2018	$	4,675,467		4,675,467			4,710,533			0.39	%
OnX USA, LLC	First Lien Term Loan	LIBOR (Q)		-			7.00	%		7.32	%	9/3/2018	$	5,213,333		5,175,467			5,161,200			0.42	%
Vistronix, LLC	First Lien Revolver	LIBOR (Q)		0.50	%		8.50	%		9.00	%	12/4/2018	$	365,437		361,329			365,437			0.03	%
Vistronix, LLC	First Lien Term Loan	LIBOR (M)		0.50	%		8.50	%		9.00	%	12/4/2018	$	6,205,583		6,155,701			6,050,443			0.50	%
Waterfall International, Inc.	First Lien Delayed Draw Term Loan	LIBOR (Q)		-			11.67	%		12.00	%	9/1/2018	$	4,800,000		4,678,943			4,733,280			0.39	%
																74,736,101			74,311,929			6.11	%
Data Processing and Hosting Services
Asset International, Inc.	Delayed Draw Term Loan	LIBOR (M)		1.00	%		7.00	%		8.00	%	7/31/2020	$	3,430,383		3,396,023			3,404,827			0.28	%
Asset International, Inc.	Revolver Loan	LIBOR (M)		1.00	%		7.00	%		8.00	%	7/31/2020	$	242,376		234,663			242,376			0.02	%
Asset International, Inc.	First Lien Term Loan	LIBOR (M)		1.00	%		7.00	%		8.00	%	7/31/2020	$	8,109,426		7,979,611			8,050,389			0.66	%
Rightside Group, Ltd.	Second Lien Term Loan	LIBOR (Q)		0.50	%		8.75	%		9.38	%	8/6/2019	$	4,750,000		3,991,890			4,828,375			0.40	%
United TLD Holdco, Ltd. (Rightside) (Cayman Islands)	Second Lien Term Loan	LIBOR (Q)		0.50	%		8.75	%		9.38	%	8/6/2019	$	9,500,000		7,983,779			9,656,750			0.79	%	H
																23,585,966			26,182,717			2.15	%

Table of Contents

TCP Capital Corp.

Consolidated Schedule of Investments (Continued)

December 31, 2015

																					% of Total
									Total									Fair			Cash and
Issuer	Instrument	Ref	Floor			Spread			Coupon			Maturity	Principal		Cost			Value			Investments			Notes

Debt Investments (continued)
Electric Power Generation, Transmission and Distribution
Holocene Renewable Energy Fund 3, LLC (Conergy)	First Lien Term Loan	Fixed		-		9% Cash + 1% PIK				10.00	%	9/10/2017	$	7,461,240	$	7,397,199		$	7,386,628			0.61	%

Electrical Equipment Manufacturing
API Technologies Corp.	First Lien Term Loan	LIBOR (Q)		1.50	%		8.50	%		10.00	%	2/6/2018	$	6,165,986		6,130,433			6,058,081			0.50	%
API Technologies Corp.	First Lien Term Loan	LIBOR (Q)		1.50	%		8.50	%		10.00	%	2/6/2018	$	3,991,338		3,921,387			3,921,490			0.32	%
																10,051,820			9,979,571			0.82	%

Electronic Component Manufacturing
Central MN Renewables, LLC (Green Biologics)	Sr Secured Revolver (3.0% Exit Fee)	Fixed		-			8.25	%		N/A		1/1/2016	$	-		-			-			-		L
Redaptive, Inc.	First Lien Delayed Draw Term Loan	LIBOR (Q)		-			10.72	%		N/A		7/1/2018	$	-		(121,106	)		-			-		K
Soraa, Inc.	Tranche A Term Loan (3.0% Exit Fee)	LIBOR (M)		0.44	%		9.33	%		9.77	%	3/1/2018	$	22,500,000		21,452,673			21,411,000			1.76	%	L
Soraa, Inc.	Tranche B Term Loan	LIBOR (M)		0.44	%		9.33	%		9.77	%	9/1/2017	$	1,687,500		1,571,025			1,567,434			0.13	%
																22,902,592			22,978,434			1.89	%
Equipment Leasing
36th Street Capital Partners Holdings, LLC	Senior Note	Fixed		-			12.00	%		12.00	%	11/1/2020	$	900,000		900,000			900,000			0.07	%	E/F
Essex Ocean, LLC	Sr Secured Term Loan	Fixed		-			8.00	%		8.00	%	3/25/2019	$	-		-			-			-
Essex Ocean, LLC (Solexel)	Sr Secured Term Loan	Fixed		-			8.00	%		8.00	%	8/15/2018	$	2,631,033		2,631,033			2,641,294			0.22	%
																3,531,033			3,541,294			0.29	%
Financial Investment Activities
Institutional Shareholder Services, Inc.	Second Lien Term Loan	LIBOR (Q)		1.00	%		7.50	%		8.50	%	4/30/2022	$	4,471,492		4,437,802			4,270,275			0.35	%
iPayment, Inc.	First Lien Term Loan B2	LIBOR (Q)		1.50	%		5.25	%		6.75	%	5/8/2017	$	6,763,751		6,425,563			6,502,839			0.53	%
Magnolia Finance V plc (Cayman Islands)	Asset-Backed Credit Linked Notes	Fixed		-			13.13	%		13.13	%	8/2/2021	$	15,000,000		15,000,000			14,881,500			1.22	%	E/H
																25,863,365			25,654,614			2.10	%
Gaming
AP Gaming I, LLC	First Lien Revolver	LIBOR (M)		-			8.25	%		N/A		12/20/2018	$	-		(1,862,302	)		(1,250,000	)		(0.10	%)	K

Grocery Stores
Bashas, Inc.	First Lien FILO Term Loan	LIBOR (M)		1.50	%		7.00	%		8.50	%	10/8/2019	$	10,033,866		9,995,480			10,111,127			0.83	%

Hospitals
Evidera, Inc.	First Lien Term Loan	LIBOR (Q)		1.00	%		9.00	%		10.00	%	7/1/2018	$	3,907,686		3,888,148			3,912,571			0.32	%
KPC Healthcare, Inc.	First Lien Term Loan	Prime Rate		-			8.25	%		11.75	%	8/28/2020	$	17,157,214		16,790,143			17,043,118			1.40	%
RegionalCare Hospital Partners, Inc.	Second Lien Term Loan	LIBOR (M)		1.00	%		10.25	%		11.25	%	10/23/2019	$	21,017,525		20,777,746			20,807,350			1.71	%	G
																41,456,037			41,763,039			3.43	%
Insurance Carriers
Acrisure, LLC	Second Lien Incremental Notes	LIBOR (Q)		1.00	%		9.00	%		10.00	%	11/19/2022	$	7,080,555		6,944,926			7,063,562			0.58	%
Acrisure, LLC	Second Lien Notes	LIBOR (Q)		1.00	%		9.00	%		10.00	%	11/19/2022	$	12,720,998		12,542,859			12,690,468			1.04	%
Acrisure, LLC	Second Lien Incremental Notes	LIBOR (Q)		1.00	%		9.00	%		10.00	%	11/19/2022	$	3,846,850		3,795,306			3,837,597			0.31	%
JSS Holdings, Inc.	First Lien Term Loan	LIBOR (Q)		1.00	%		6.25	%		7.25	%	8/31/2021	$	3,950,000		3,874,773			3,732,750			0.31	%
US Apple Holdco, LLC (Ventiv Technology)	First Lien Term Loan	LIBOR (Q)		0.50	%		11.50	%		12.00	%	8/29/2019	$	20,000,000		19,375,352			19,936,000			1.64	%
																46,533,216			47,260,377			3.88	%
Insurance Related Activities
Confie Seguros Holding II Co.	Second Lien Term Loan	LIBOR (M)		1.25	%		9.00	%		10.25	%	5/8/2019	$	11,061,809		10,950,946			10,951,191			0.90	%	G

Lessors of Nonfinancial Licenses
ABG Intermediate Holdings 2, LLC	Second Lien Term Loan	LIBOR (Q)		1.00	%		8.50	%		9.50	%	5/27/2022	$	15,990,714		15,853,293			15,690,888			1.29	%
ABG Intermediate Holdings 2, LLC	Second Lien Incremental Term Loan	LIBOR (Q)		1.00	%		8.50	%		9.50	%	5/27/2022	$	3,474,715		3,440,934			3,409,564			0.28	%
																19,294,227			19,100,452			1.57	%
Management, Scientific, and Technical Consulting Services
Dodge Data & Analytics, LLC	First Lien Term Loan	LIBOR (Q)		1.00	%		8.75	%		9.75	%	10/31/2019	$	24,693,587		24,159,891			24,267,623			1.99	%

Medical Equipment and Supplies Manufacturing
Bioventus, LLC	Second Lien Term Loan	LIBOR (Q)		1.00	%		10.00	%		11.00	%	4/10/2020	$	11,000,000		10,819,241			10,835,000			0.89	%

Motion Picture and Video Industries
CORE Entertainment, Inc.	First Lien Term Loan	Fixed		-			11.00	%		11.00	%	6/21/2017	$	9,462,231		9,425,030			4,667,719			0.38	%
CORE Entertainment, Inc.	Second Lien Term Loan	Fixed		-			15.50	%		15.50	%	6/21/2018	$	7,569,785		7,700,187			291,058			0.02	%	C
																17,125,217			4,958,777			0.40	%
Nondepository Credit Intermediation
Caribbean Financial Group (Cayman Islands)	Sr Secured Notes	Fixed		-			11.50	%		11.50	%	11/15/2019	$	26,975,000		26,829,614			26,705,250			2.19	%	E/G/H
Daymark Financial Acceptance, LLC	First Lien Delayed Draw Term Loan	LIBOR (Q)		-			9.50	%		9.92	%	1/12/2020	$	5,000,000		4,621,333			4,919,250			0.40	%
Greystone Select Holdings, LLC	First Lien Term Loan	LIBOR (Q)		1.00	%		8.00	%		9.00	%	3/26/2021	$	16,305,999		16,125,251			16,133,156			1.32	%
Trade Finance Funding I, Ltd. (Cayman Islands)	Secured Class B Notes	Fixed		-			10.75	%		10.75	%	11/13/2018	$	15,084,000		15,084,000			14,857,740			1.22	%	E/H
																62,660,198			62,615,396			5.13	%
Oil and Gas Extraction
Jefferson Gulf Coast Energy Partners, LLC	First Lien Term Loan B	Prime Rate		-			7.50	%		11.00	%	2/27/2018	$	14,812,500		14,714,767			13,479,375			1.11	%
MD America Energy, LLC	Second Lien Term Loan	LIBOR (Q)		1.00	%		8.50	%		9.50	%	8/4/2019	$	8,095,238		7,784,717			6,773,043			0.56	%
																22,499,484			20,252,418			1.67	%
Other Information Services
Simmons Research, LLC	First Lien Term Loan	LIBOR (Q)		0.50	%		10.50	%		11.13	%	12/11/2020	$	5,128,936		5,026,844			5,026,357			0.41	%
TCH-2 Holdings, LLC (TravelClick)	Second Lien Term Loan	LIBOR (M)		1.00	%		7.75	%		8.75	%	11/6/2021	$	19,988,392		19,735,864			18,789,089			1.54	%	G
																24,762,708			23,815,446			1.95	%
Other Manufacturing
AGY Holding Corp.	Sr Secured Term Loan	Fixed		-			12.00	%		12.00	%	9/15/2016	$	4,869,577		4,869,577			4,869,577			0.40	%	B
AGY Holding Corp.	Second Lien Notes	Fixed		-			11.00	%		11.00	%	11/15/2016	$	9,268,000		7,586,317			9,268,000			0.76	%	B/E
Boomerang Tube, LLC	Second Lien Term Loan	LIBOR (Q)		1.50	%		9.50	%		11.00	%	10/11/2017	$	3,825,453		4,010,758			1,759,709			0.14	%	C
Boomerang Tube, LLC	Super Priority Debtor-in-Possession	Prime Rate		-			10.00	%		13.50	%	11/30/2015	$	1,124,444		1,124,444			1,124,444			0.09	%
																17,591,096			17,021,730			1.39	%
Other Telecommunications
Securus Technologies, Inc.	Second Lien Term Loan	LIBOR (Q)		1.25	%		7.75	%		9.00	%	4/30/2021	$	14,000,000		13,860,000			7,924,000			0.65	%

Table of Contents

TCP Capital Corp.

Consolidated Schedule of Investments (Continued)

December 31, 2015

																			% of Total
									Total								Fair		Cash and
Issuer	Instrument	Ref	Floor			Spread			Coupon			Maturity	Principal		Cost		Value		Investments			Notes

Debt Investments (continued)
Other Publishing
MediMedia USA, Inc.	First Lien Revolver	LIBOR (M)		-			6.75	%		7.18	%	5/20/2018	$	3,456,500	$	2,886,378	$	3,003,668		0.25	%
MediMedia USA, Inc.	First Lien Term Loan	LIBOR (Q)		1.25	%		6.75	%		8.00	%	11/20/2018	$	5,681,239		5,582,994		5,425,584		0.45	%	G
																8,469,372		8,429,252		0.70	%
Pharmaceuticals
Lantheus Medical Imaging, Inc.	First Lien Term Loan	LIBOR (Q)		1.00	%		6.00	%		7.00	%	6/30/2022	$	5,970,000		5,879,117		5,492,400		0.45	%

Plastics Manufacturing
Iracore International, Inc.	Sr Secured Notes	Fixed		-			9.50	%		9.50	%	6/1/2018	$	13,600,000		13,600,000		8,918,010		0.73	%	E/G

Radio and Television Broadcasting
Fuse, LLC	Sr Secured Notes	Fixed		-			10.38	%		10.38	%	7/1/2019	$	7,312,000		7,312,000		5,776,480		0.47	%	E/G
NEP/NCP Holdco, Inc.	Second Lien Term Loan	LIBOR (M)		1.25	%		8.75	%		10.00	%	7/22/2020	$	10,000,000		10,019,257		9,450,000		0.78	%
The Tennis Channel, Inc.	First Lien Term Loan	LIBOR (Q)		-			8.50	%		8.88	%	5/29/2017	$	32,520,727		32,351,929		32,675,201		2.68	%
																49,683,186		47,901,681		3.93	%

Restaurants
RM OpCo, LLC (Real Mex)	Convertible Second Lien Term Loan Tranche B-1	Fixed		-			8.50	%		8.50	%	3/30/2018	$	1,783,036		1,779,352		1,783,036		0.15	%	B
RM OpCo, LLC (Real Mex)	First Lien Term Loan Tranche A	Fixed		-			7.00	%		7.00	%	3/21/2016	$	3,719,155		3,717,664		3,719,155		0.31	%	B
RM OpCo, LLC (Real Mex)	Second Lien Term Loan Tranche B	Fixed		-			8.50	%		8.50	%	3/30/2018	$	8,884,258		8,884,258		4,490,993		0.37	%	B
RM OpCo, LLC (Real Mex)	Second Lien Term Loan Tranche B-1	Fixed		-			8.50	%		8.50	%	3/30/2018	$	2,797,956		2,782,534		2,797,956		0.23	%	B
RM OpCo, LLC (Real Mex)	Sr Convertible Second Lien Term Loan B	Fixed		-			8.50	%		8.50	%	3/30/2018	$	2,188,233		2,188,233		2,188,233		0.18	%	B
																19,352,041		14,979,373		1.24	%
Retail
Kenneth Cole Productions, Inc.	First Lien FILO Term Loan	LIBOR (M)		1.00	%		8.50	%		9.50	%	9/25/2020	$	13,185,494		13,049,991		13,317,349		1.09	%
Connexity, Inc.	First Lien Term Loan	LIBOR (Q)		1.00	%		10.00	%		11.00	%	2/13/2020	$	6,354,563		6,354,563		6,237,956		0.51	%
																19,404,554		19,555,305		1.60	%
Satellite Telecommunications
Avanti Communications Group, PLC (United Kingdom)	Sr Secured Notes	Fixed		-			10.00	%		10.00	%	10/1/2019	$	9,393,000		9,393,000		7,336,027		0.60	%	E/G/H

Scientific Research and Development Services
BPA Laboratories, Inc.	Senior Secured Notes	Fixed		-			12.25	%		12.25	%	4/1/2017	$	38,932,000		39,001,750		40,489,280		3.32	%	E/G

Software Publishing
Acronis International GmbH (Switzerland)	First Lien Term Loan	LIBOR (Q)		1.00	%		9.50	%		10.50	%	2/21/2017	$	29,485,290		29,375,415		28,170,246		2.31	%	H
ArcServe (USA), LLC	Second Lien Term Loan	LIBOR (Q)		0.50	%		8.50	%		9.00	%	1/31/2020	$	30,000,000		29,529,480		28,023,000		2.30	%
BlackLine Systems, Inc.	First Lien Term Loan	LIBOR (Q)		1.50	%	0.4% Cash + 7.6% PIK				9.50	%	9/25/2018	$	14,619,396		13,946,601		14,765,590		1.21	%
Bluehornet Networks, Inc.	First Lien Term Loan	LIBOR (Q)		-			9.50	%		10.11	%	12/3/2020	$	6,062,304		5,881,725		5,880,435		0.48	%
Edmentum, Inc.	Jr Revolving Facility	Fixed		-			5.00	%		5.00	%	6/9/2020	$	-		-		-		-		B
Edmentum Ultimate Holdings, LLC	Sr PIK Notes	Fixed		-			8.50	%		8.50	%	6/9/2020	$	2,612,408		2,612,408		2,612,408		0.21	%	B
Edmentum Ultimate Holdings, LLC	Jr PIK Notes	Fixed		-			10.00	%		10.00	%	6/9/2020	$	11,791,569		11,176,985		11,343,490		0.93	%	B
Fidelis Acquisitionco, LLC	First Lien Term Loan	LIBOR (Q)		1.00	%		8.00	%		9.00	%	11/4/2019	$	41,924,150		41,178,969		42,029,025		3.45	%
Fidelis Acquisitionco, LLC	Sr Secured Revolver	LIBOR (Q)		1.00	%		8.00	%		9.00	%	11/4/2019	$	1,272,857		1,272,857		1,276,039		0.10	%
SoundCloud Ltd. (United Kingdom)	Sr Secured Term Loan (2.0% Exit Fees)	LIBOR (Q)		0.28	%		10.72	%		11.00	%	10/1/2018	$	31,550,000		31,341,229		31,395,405		2.58	%	H/L
Utilidata, Inc.	First Lien Delayed Draw Term Loan (1.0% Exit Fee)	LIBOR (Q)		0.62	%		9.88	%		10.50	%	1/1/2019	$	3,200,000		2,906,672		2,903,680		0.24	%	L
Virgin Pulse Inc.	First Lien Term Loan	LIBOR (Q)		-			8.00	%		8.63	%	5/21/2020	$	7,500,000		7,398,976		7,471,875		0.61	%
																176,621,317		175,871,193		14.42	%
Textile Furnishings Mills
Lexmark Carpet Mills, Inc.	First Lien Term Loan	LIBOR (Q)		1.00	%		10.00	%		11.00	%	12/19/2019	$	25,000,000		25,000,000		24,785,000		2.03	%
Lexmark Carpet Mills, Inc.	First Lien Term Loan B	LIBOR (Q)		1.00	%		10.00	%		11.00	%	12/19/2019	$	8,575,581		8,378,569		8,501,831		0.70	%
																33,378,569		33,286,831		2.73	%
Utility System Construction
Kawa Solar Holdings Limited	Revolving Credit Facility	Fixed		-			8.20	%		8.20	%	7/2/2017	$	25,000,000		25,000,000		25,000,000		2.05	%

Wired Telecommunications Carriers
Alpheus Communications, LLC	First Lien Delayed Draw FILO Term Loan	LIBOR (Q)		1.00	%		6.92	%		7.92	%	5/31/2018	$	1,064,676		1,046,166		1,058,812		0.09	%
Alpheus Communications, LLC	First Lien FILO Term Loan	LIBOR (Q)		1.00	%		6.92	%		7.92	%	5/31/2018	$	7,938,819		7,859,897		7,895,156		0.65	%
Integra Telecom Holdings, Inc.	Second Lien Term Loan	LIBOR (Q)		1.25	%		8.50	%		9.75	%	2/22/2020	$	13,231,193		13,039,047		12,883,874		1.06	%
Oxford County Telephone and Telegraph Company	First Lien Term Loan	LIBOR (Q)		1.00	%		7.13	%		8.13	%	8/31/2020	$	4,000,000		3,943,631		3,922,000		0.32	%
																25,888,741		25,759,842		2.12	%
Wireless Telecommunications Carriers
Gogo, LLC	First Lien Term Loan	LIBOR (Q)		1.50	%		9.75	%		11.25	%	3/21/2018	$	32,822,506		32,877,865		33,150,731		2.72	%	G

Total Debt Investments																1,160,372,521		1,130,535,387		92.78	%

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TCP Capital Corp.

Consolidated Schedule of Investments (Continued)

December 31, 2015

													% of Total
					Total						Fair		Cash and
Issuer	Instrument	Ref	Floor	Spread	Coupon	Maturity	Shares		Cost		Value		Investments			Notes

Equity Securities
Advertising and Public Relations Services
InMobi, Inc. (Singapore)	Warrants to Purchase Stock							17,578	$	230,569	$	233,543		0.02	%	C/E/H

Air Transportation
Aircraft Leased to Delta Air Lines, Inc.
N913DL	Trust Beneficial Interests							1,316		84,164		107,501		0.01	%	E/F
N918DL	Trust Beneficial Interests							1,053		86,044		127,662		0.01	%	E/F
N954DL	Trust Beneficial Interests							975		95,345		77,850		0.01	%	E/F
N955DL	Trust Beneficial Interests							937		92,045		108,100		0.01	%	E/F
N956DL	Trust Beneficial Interests							946		91,995		104,478		0.01	%	E/F
N957DL	Trust Beneficial Interests							937		92,417		105,329		0.01	%	E/F
N959DL	Trust Beneficial Interests							928		92,840		106,203		0.01	%	E/F
N960DL	Trust Beneficial Interests							902		94,503		105,937		0.01	%	E/F
N961DL	Trust Beneficial Interests							919		94,018		101,487		0.01	%	E/F
N976DL	Trust Beneficial Interests							1,130		87,968		100,793		0.01	%	E/F
Aircraft Leased to United Airlines, Inc.
United N659UA-767, LLC (N659UA)	Trust Beneficial Interests							652		3,143,045		3,368,599		0.28	%	E/F
United N661UA-767, LLC (N661UA)	Trust Beneficial Interests							632		3,062,496		3,294,024		0.27	%	E/F
Epic Aero, Inc. (One Sky)	Warrants to Purchase Common Stock							1,843		855,313		3,173,450		0.26	%	C/E
										7,972,193		10,881,413		0.91	%
Business Support Services
Findly Talent, LLC	Membership Units							708,229		230,938		162,184		0.01	%	C/E
STG-Fairway Holdings, LLC (First Advantage)	Class A Units							841,479		325,432		2,616,916		0.21	%	C/E
										556,370		2,779,100		0.22	%
Chemicals
Green Biologics, Inc.	Warrants to Purchase Stock							376,147		272,594		236,634		0.02	%	C/E

Communications Equipment Manufacturing
Wasserstein Cosmos Co-Invest, L.P. (Globecomm)	Limited Partnership Units							5,000,000		5,000,000		4,198,500		0.34	%	B/C/E

Computer Systems Design and Related Services
Waterfall International, Inc.	Series B Preferred Stock							1,428,571		1,000,000		999,714		0.08	%	C/E
Waterfall International, Inc.	Warrants to Purchase Stock							857,143		57,026		57,686		-		C/E
										1,057,026		1,057,400		0.08	%
Data Processing and Hosting Services
Anacomp, Inc.	Class A Common Stock							1,255,527		26,711,048		1,581,964		0.13	%	C/E/F
Rightside Group, Ltd.	Warrants							498,855		2,778,622		919,030		0.07	%	C/E
										29,489,670		2,500,994		0.20	%
Electrical Equipment Manufacturing
NEXTracker, Inc.	Series B Preferred Stock							558,884		-		2,929,279		0.24	%	C/E
NEXTracker, Inc.	Series C Preferred Stock							17,640		-		92,460		0.01	%	C/E
										-		3,021,739		0.25	%
Electronic Component Manufacturing
Soraa, Inc.	Warrants to Purchase Common Stock							630,000		499,189		180,432		0.01	%	C/E

Equipment Leasing
36th Street Capital Partners Holdings, LLC	Membership Units							225,000		225,000		225,000		0.02	%	C/E/F
Essex Ocean II, LLC	Membership Units							199,430		199,429		200,686		0.02	%	C/F
										424,429		425,686		0.04	%

Financial Investment Activities
GACP I, LP	Membership Units							8,470,305		8,589,442		8,589,760		0.70	%	C/E/I
Marsico Holdings, LLC	Common Interest Units							168,698		172,694		5,061		-		C/E/I
										8,762,136		8,594,821		0.70	%

Metal and Mineral Mining
EPMC HoldCo, LLC	Membership Units							1,312,720		-		682,614		0.06	%	B/E

Other Manufacturing
KAGY Holding Company, Inc.	Series A Preferred Stock							9,778		1,091,200		6,118,515		0.50	%	B/C/E
Precision Holdings, LLC	Class C Membership Interest							33		-		1,431		-		C/E
										1,091,200		6,119,946		0.50	%
Radio and Television Broadcasting
Fuse Media, LLC	Warrants to Purchase Common Stock							233,470		300,322		-		-		C/E

Restaurants
RM Holdco, LLC (Real Mex)	Equity Participation							24		-		-		-		B/C/E
RM Holdco, LLC (Real Mex)	Membership Units							13,161,000		2,010,777		-		-		B/C/E
										2,010,777		-		-
Retail
Shop Holding, LLC (Connexity)	Class A Units							507,167		480,049		320,682		0.03	%	C/E
Shop Holding, LLC (Connexity)	Warrants to Purchase Class A Units							326,691		-		8,079		-		C/E
										480,049		328,761		0.03	%

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TCP Capital Corp.

Consolidated Schedule of Investments (Continued)

December 31, 2015

													% of Total
					Total						Fair		Cash and
Issuer	Instrument	Ref	Floor	Spread	Coupon	Maturity	Shares		Cost		Value		Investments			Notes

Equity Securities (continued)
Software Publishing
Blackline Intermediate, Inc.	Warrants to Purchase Common Stock							1,232,731	$	522,678	$	1,290,175		0.11	%	C/E
Edmentum Ultimate Holdings, LLC	Class A Common Units							159,515		680,226		680,218		0.05	%	B/C/E
SoundCloud, Ltd. (United Kingdom)	Warrants to Purchase Preferred Stock							946,498		79,082		75,247		0.01	%	C/E/H
Utilidata, Inc.	Warrants to Purchase Stock							29,593		216,336		216,337		0.02	%	C/E
										1,498,322		2,261,977		0.19	%
Wired Telecommunications Carriers
Integra Telecom, Inc.	Common Stock							1,274,522		8,433,884		5,269,511		0.43	%	C/E
Integra Telecom, Inc.	Warrants							346,939		19,919		221,174		0.02	%	C/E
V Telecom Investment S.C.A. (Vivacom) (Luxembourg)	Common Shares							1,393		3,236,256		3,390,093		0.28	%	C/D/E/H
										11,690,059		8,880,778		0.73	%

Total Equity Securities										71,334,905		52,384,338		4.30	%

Total Investments									$	1,231,707,426	$	1,182,919,725

Cash and Cash Equivalents
Cash Denominated in Foreign Currencies							€	119,758		733,778		130,081		0.01	%
Cash Held on Account at Various Institutions							$	35,499,353		35,499,353		35,499,354		2.91	%
Cash and Cash Equivalents										36,233,131		35,629,435		2.92	%

Total Cash and Investments											$	1,218,549,160		100.00	%	M

Notes to Consolidated Schedule of Investments:

^(A)	Investments in bank debt generally are bought and sold among institutional investors in transactions not subject to registration under the Securities Act of 1933. Such transactions are generally subject to contractual restrictions, such as approval of the agent or borrower.

^(B)	Non-controlled affiliate – as defined under the Investment Company Act of 1940 (ownership of between 5% and 25% of the outstanding voting securities of this issuer). See Consolidated Schedule of Changes in Investments in Affiliates.

^(C)	Non-income producing security.

^(D)

Investment denominated in foreign currency. Amortized cost and fair value converted from foreign currency to US dollars. Foreign currency denominated investments are generally hedged for currency exposure. At December 31, 2015, such hedging activities included the derivatives listed at the end of the Consolidated Schedule of Investments. (See Note 2)

^(E)	Restricted security. (See Note 2)

^(F)

^(G)	Investment has been segregated to collateralize certain unfunded commitments.

^(H)

^(I)

^(J)

^(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 Notes G above, are pledged as collateral under certain debt as described in Note 4 to the Consolidated Financial Statements.

LIBOR or EURIBOR resets monthly (M), quarterly (Q), semiannually (S), or annually (A).

Aggregate acquisitions and aggregate dispositions of investments, other than government securities, totaled $500,928,009 and $456,059,137 respectively, for the twelve months ended December 31, 2015. Aggregate acquisitions includes investment assets received as payment in kind. Aggregate dispositions includes principal paydowns on and maturities of debt investments. The total value of restricted securities and bank debt as of December 31, 2015 was $1,182,719,039, or 97.1% of total cash and investments of the Company. As of December 31, 2015, approximately 18.0% of the total assets of the Company were not qualifying assets under Section 55(a) of the 1940 Act.

Options and swaps at December 31, 2015 were as follows:

Investment	Notional Amount		Fair Value
Interest Rate Cap with Deutsche Bank AG, 4%, expires 5/15/2016	$	25,000,000	$	-
Euro/US Dollar Cross-Currency Basis Swap with Wells Fargo Bank, N.A., Pay Euros/Receive USD, Expires 3/31/2017	$	16,401,467	$	3,229,442

See accompanying notes to the consolidated financial statements.

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TCP Capital Corp.

Consolidated Statements of Operations (Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2016			2015			2016			2015

Investment income
Interest income:
Companies less than 5% owned	$	32,315,238		$	36,133,215		$	63,126,020		$	66,410,364
Companies 5% to 25% owned		1,601,175			1,203,388			3,133,903			2,311,666
Companies more than 25% owned		846,686			148,269			1,377,699			319,094
Lease income:
Companies more than 25% owned		649,785			331,336			1,425,856			623,042
Other income:
Companies less than 5% owned		182,287			1,121,612			1,120,975			2,089,007
Total investment income		35,595,171			38,937,820			70,184,453			71,753,173

Operating expenses
Interest and other debt expenses		5,833,727			4,316,021			11,379,008			8,420,639
Management and advisory fees		4,656,418			4,618,214			9,160,502			8,977,412
Legal fees, professional fees and due diligence expenses		730,916			1,262,653			1,233,611			1,568,775
Administrative expenses		416,212			389,643			837,948			782,437
Insurance expense		100,846			89,324			201,780			172,801
Director fees		89,685			80,750			197,609			165,840
Custody fees		75,326			69,062			155,851			139,250
Other operating expenses		558,317			842,818			1,014,040			1,316,203
Total operating expenses		12,461,447			11,668,485			24,180,349			21,543,357

Net investment income		23,133,724			27,269,335			46,004,104			50,209,816

Net realized and unrealized gain (loss) on investments and foreign currency
Net realized gain (loss):
Investments in companies less than 5% owned		(782,817	)		(9,343,606	)		(3,726,522	)		(9,449,473	)
Investments in companies 5% to 25% owned		-			395			315,053			790
Investments in companies more than 25% owned		79,742			-			79,742			19,167
Net realized loss		(703,075	)		(9,343,211	)		(3,331,727	)		(9,429,516	)

Change in net unrealized appreciation/depreciation		3,378,436			7,128,219			(816,165	)		7,650,079
Net realized and unrealized gain (loss)		2,675,361			(2,214,992	)		(4,147,892	)		(1,779,437	)
Net increase in net assets from operations		25,809,085			25,054,343			41,856,212			48,430,379

Gain on repurchase of Series A preferred interests		-			1,675,000			-			1,675,000
Dividends on Series A preferred equity facility		-			(482,422	)		-			(791,095	)
Net change in accumulated dividends on Series A preferred equity facility		-			78,515			-			99,249
Distributions of incentive allocation to the General Partner from:
Net investment income		(4,626,745	)		(5,383,887	)		(9,200,821	)		(9,903,596	)

Net increase in net assets applicable to common shareholders resulting from operations	$	21,182,340		$	20,941,549		$	32,655,391		$	39,509,937

Basic and diluted earnings per common share	$	0.43		$	0.43		$	0.67		$	0.81

Basic and diluted weighted average common shares outstanding		49,224,367			48,903,081			48,985,444			48,807,788

See accompanying notes to the consolidated financial statements.

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TCP Capital Corp.

Consolidated Statements of Changes in Net Assets (Unaudited)

	Common Stock						Paid in Capital			Accumulated Net Investment			Accumulated Net Realized			Accumulated Net Unrealized			Total Net
	Shares			Par Amount			in Excess of Par			Income			Losses			Depreciation			Assets

Balance at December 31, 2014		48,710,627		$	48,710		$	877,103,880		$	21,884,381		$	(126,408,033	)	$	(41,499,910	)	$	731,129,028

Issuance of common stock from at the market offerings, net		248,614			249			3,945,817			-			-			-			3,946,066
Issuance of common stock from dividend reinvestment plan		555			-			8,116			-			-			-			8,116
Repurchase of common stock		(125,062	)		(125	)		(1,797,751	)											(1,797,876	)
Gain on repurchase of Series A preferred interests		-			-			-			-			1,675,000			-			1,675,000
Net investment income		-			-			-			100,502,812			-			-			100,502,812
Net realized and unrealized loss		-			-			-			-			(17,671,648	)		(4,733,463	)		(22,405,111	)
Dividends on Series A preferred equity facility		-			-			-			(754,140	)		-			-			(754,140	)
General Partner incentive allocation		-			-			-			(19,949,734	)		-			-			(19,949,734	)
Regular dividends paid to common shareholders		-			-			-			(70,377,144	)		-			-			(70,377,144	)
Tax reclassification of stockholders' equity in accordance with generally accepted accounting principles		-			-			(876,706	)		(9,044,382	)		9,921,088			-			-
Balance at December 31, 2015		48,834,734		$	48,834		$	878,383,356		$	22,261,793		$	(132,483,593	)	$	(46,233,373	)	$	721,977,017

Issuance of common stock from conversion of convertible debt		2,011,900			2,012			30,216,726			-			-			-			30,218,738
Issuance of common stock from dividend reinvestment plan		311			-			4,691			-			-			-			4,691
Repurchase of common stock		(141,896	)		(141	)		(1,879,407	)		-			-			-			(1,879,548	)
Net investment income		-			-			-			46,004,104			-			-			46,004,104
Net realized and unrealized loss		-			-			-			-			(3,331,727	)		(816,165	)		(4,147,892	)
General Partner incentive allocation		-			-			-			(9,200,821	)		-			-			(9,200,821	)
Regular dividends paid to common shareholders		-			-			-			(35,785,192	)		-			-			(35,785,192	)
Balance at June 30, 2016		50,705,049		$	50,705		$	906,725,366		$	23,279,884		$	(135,815,320	)	$	(47,049,538	)	$	747,191,097

See accompanying notes to the consolidated financial statements.

Table of Contents

TCP Capital Corp.

Consolidated Statements of Cash Flows (Unaudited)

	Six Months Ended June 30,
	2016			2015

Operating activities
Net increase in net assets applicable to common shareholders resulting from operations	$	32,655,391		$	39,509,937
Adjustments to reconcile net increase in net assets applicable to common shareholders resulting from operations to net cash used in operating activities:
Net realized loss		3,331,727			9,429,516
Change in net unrealized appreciation/depreciation of investments		309,431			(7,949,579	)
Gain on repurchase of Series A preferred interests		-			(1,675,000	)
Dividends paid on Series A preferred equity facility		-			791,095
Net change in accumulated dividends on Series A preferred equity facility		-			(99,249	)
Accretion of original issue discount on investments		(5,134,847	)		(5,416,417	)
Net accretion of market discount/premium		(126,835	)		(59,710	)
Accretion of original issue discount on convertible debt		215,703			203,815
Interest and dividend income paid in kind		(3,345,527	)		(2,625,770	)
Amortization of deferred debt issuance costs		1,268,104			1,074,535
Accrued interest on convertible debt at conversion		218,738			-
Changes in assets and liabilities:
Purchases of investment securities		(229,830,692	)		(300,144,258	)
Proceeds from sales, maturities and pay downs of investments		186,045,477			240,177,662
Decrease in accrued interest income - companies less than 5% owned		850,517			304,371
Increase in accrued interest income - companies 5% to 25% owned		(42,815	)		(290,111	)
Increase in accrued interest income - companies more than 25% owned		(500,655	)		(308,808	)
Decrease (increase) in receivable for investments sold		(27,666,936	)		1,330,016
Decrease (increase) in prepaid expenses and other assets		1,509,520			(452,084	)
Increase in payable for investments purchased		34,526,659			10,464,041
Increase (decrease) in incentive allocation payable		(580,861	)		1,080,845
Increase in interest payable		84,960			563,877
Increase in payable to the Advisor		241,611			448,520
Decrease in accrued expenses and other liabilities		(1,443,120	)		(447,059	)
Net cash used in operating activities		(7,414,450	)		(14,089,815	)

Financing activities
Borrowings		211,700,000			191,000,000
Repayments of debt		(193,500,000	)		(103,000,000	)
Payments of debt issuance costs		(441,350	)		(645,500	)
Repurchase of Series A preferred interests		-			(31,825,000	)
Dividends paid on Series A preferred equity facility		-			(791,095	)
Regular dividends paid to common shareholders		(35,785,192	)		(35,161,196	)
Repurchase of common shares		(1,879,548	)		-
Proceeds from issuance of convertible debt		30,000,000			-
Proceeds from shares issued in connection with dividend reinvestment plan		4,691			3,962
Proceeds from common shares sold, net of underwriting and offering costs		-			3,946,066
Net cash provided by financing activities		10,098,601			23,527,237

Net increase in cash and cash equivalents		2,684,151			9,437,422
Cash and cash equivalents at beginning of period		35,629,435			27,268,792
Cash and cash equivalents at end of period	$	38,313,586		$	36,706,214

Supplemental cash flow information
Interest payments	$	9,296,792		$	5,973,969
Excise tax payments	$	877,879		$	877,879

Non-Cash Transactions
Conversion of convertible debt	$	30,218,738		$	-

See accompanying notes to the consolidated financial statements.

Table of Contents

TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited)

June 30, 2016

1. Organization and Nature of Operations

TCP Capital Corp. (the “Company”) is a Delaware corporation formed on April 2, 2012 as an externally managed, closed-end, non-diversified management investment company. The Company elected to be treated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). The Company’s investment objective is to achieve high total returns through current income and capital appreciation, with an emphasis on principal protection. The Company invests primarily in the debt of middle-market companies as well as small businesses, including senior secured loans, junior loans, mezzanine debt and bonds. Such investments may include an equity component, and, to a lesser extent, the Company may make equity investments directly. The Company was formed through the conversion on April 2, 2012 of the Company’s predecessor, Special Value Continuation Fund, LLC, from a limited liability company to a corporation in a non-taxable transaction, leaving the Company as the surviving entity. On April 3, 2012, the Company completed its initial public offering.

Investment operations are conducted in Special Value Continuation Partners, LP, a Delaware limited partnership (the “Operating Company”), of which the Company owns 100% of the common limited partner interests, or in one of the Operating Company’s wholly owned subsidiaries, TCPC Funding I, LLC, a Delaware limited liability company (“TCPC Funding”) and TCPC SBIC, LP, a Delaware limited partnership (the “SBIC”). The Operating Company has also elected to be treated as a BDC under the 1940 Act. The SBIC was organized in June 2013, and, on April 22, 2014, received a license from the United States Small Business Administration (the “SBA”) to operate as a small business investment company under the provisions of Section 301(c) of the Small Business Investment Act of 1958. These consolidated financial statements include the accounts of the Company, the Operating Company, TCPC Funding and the SBIC. All significant intercompany transactions and balances have been eliminated in the consolidation.

The Company has elected to be treated as a regulated investment company (“RIC”) for U.S. federal income tax purposes. As a RIC, the Company will not be taxed on its income to the extent that it distributes such income each year and satisfies other applicable income tax requirements. The Operating Company, TCPC Funding, and the SBIC have elected to be treated as partnerships for U.S. federal income tax purposes.

The general partner of the Operating Company is SVOF/MM, LLC, which also serves as the administrator of the Company and the Operating Company (the “Administrator” or the “General Partner”). The managing member of the General Partner is Tennenbaum Capital Partners, LLC (the “Advisor”), which serves as the investment manager to the Company, the Operating Company, TCPC Funding, and the SBIC. Most of the equity interests in the General Partner are owned directly or indirectly by the Advisor and its employees.

Company management consists of the Advisor and the Company’s board of directors. Operating Company management consists of the General Partner and the Operating Company’s board of directors. The Advisor and the General Partner direct and execute the day-to-day operations of the Company and the Operating Company, respectively, subject to oversight from the respective board of directors, which sets the broad policies of the Company and performs certain functions required by the 1940 Act in the case of the Operating Company. The board of directors of the Operating Company has delegated investment management of the Operating Company’s assets to the Advisor. Each board of directors consists of six persons, four of whom are independent.

Table of Contents

TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

June 30, 2016

2. Summary of Significant Accounting Policies

Basis of Presentation

The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The Company is an investment company following accounting and reporting guidance in Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies. The Company has consolidated the results of its wholly owned subsidiaries in its consolidated financial statements in accordance with ASC Topic 946. The following is a summary of the significant accounting policies of the Company and the Operating Company.

Reclassifications

Certain prior period amounts in the Consolidated Statements of Assets and Liabilities relating to deferred debt issuance costs were reclassified to debt to conform to the current period presentation resulting from the adoption of two Accounting Standards Updates (see “Recent Accounting Pronouncements”). Certain prior period amounts in the Consolidated Statements of Operations relating to interest expense, amortization of deferred debt issuance costs and commitment fees have been reclassified into “interest and other debt expenses” to conform to the current period presentation.

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, as well the reported amounts of revenues and expenses during the reporting periods presented. Although management believes these estimates and assumptions to be reasonable, actual results could differ from those estimates and such differences could be material.

Investment Valuation

The Company’s investments are generally held by the Operating Company, either directly or through TCPC Funding, or the SBIC. Management values investments at fair value in accordance with GAAP, based upon the principles and methods of valuation set forth in policies adopted by the board of directors. Fair value is generally defined as the amount for which an investment would be sold in an orderly transaction between market participants at the measurement date.

All investments are valued at least quarterly based on affirmative pricing or quotations from independent third-party sources, with the exception of investments priced directly by the Advisor which together comprise, in total, less than 5% of the capitalization of the Operating Company. Investments listed on a recognized exchange or market quotation system, whether U.S. or foreign, are valued using the closing price on the date of valuation. Investments not listed on a recognized exchange or market quotation system, but for which reliable market quotations are readily available are valued using prices provided by a nationally recognized pricing service or by using quotations from broker-dealers.

Table of Contents

TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

June 30, 2016

2. Summary of Significant Accounting Policies (continued)

Investments for which market quotations are either not readily available or are determined to be unreliable are priced at fair value using affirmative valuations performed by independent valuation services approved by the board of directors or, for investments aggregating less than 5% of the total capitalization of the Operating Company, using valuations determined directly by the Advisor. Such valuations are determined under a documented valuation policy that has been reviewed and approved by the boards of directors.

Pursuant to this policy, investment professionals of the Advisor provide recent portfolio company financial statements and other reporting materials to independent valuation firms as applicable, which firms evaluate such materials along with relevant observable market data to conduct independent appraisals each quarter, and their preliminary valuation conclusions are documented and discussed with senior management of the Advisor. The audit committee of the board of directors discusses the valuations, and the board of directors approves the fair value of the investments in good faith based on the input of the Advisor, the respective independent valuation firms as applicable, and the audit committee of the board of directors.

Generally, to increase objectivity in valuing the investments, the Advisor will utilize external measures of value, such as public markets or third-party transactions, whenever possible. The Advisor’s valuation is not based on long-term work-out value, immediate liquidation value, nor incremental value for potential changes that may take place in the future. The values assigned to investments are based on available information and do not necessarily represent amounts that might ultimately be realized, as these amounts depend on future circumstances and cannot reasonably be determined until the individual investments are actually liquidated. The foregoing policies apply to all investments, including those in companies and groups of affiliated companies aggregating more than 5% of the Company’s assets.

Fair valuations of investments in each asset class are determined using one or more methodologies including the market approach, income approach, or, in the case of recent investments, the cost approach, as appropriate. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets. Such information may include observed multiples of earnings and/or revenues at which transactions in securities of comparable companies occur, with appropriate adjustments for differences in company size, operations or other factors affecting comparability.

The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present value amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. The discount rates used for such analyses reflect market yields for comparable investments, considering such factors as relative credit quality, capital structure, and other factors.

In following these approaches, the types of factors that may be taken into account also include, as relevant: available current market data, including relevant and applicable market trading and transaction comparables, security covenants, call protection provisions, information rights, the nature and realizable value of any collateral, the portfolio company’s ability to make payments, its earnings and cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are public, merger and acquisition comparables, comparable costs of capital, the principal market in which the investment trades and enterprise values, among other factors.

Table of Contents

TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

June 30, 2016

2. Summary of Significant Accounting Policies (continued)

Investments may be categorized based on the types of inputs used in valuing such investments. The level in the GAAP valuation hierarchy in which an investment falls is based on the lowest level input that is significant to the valuation of the investment in its entirety. Transfers between levels are recognized as of the beginning of the reporting period.

At June 30, 2016, the Company’s investments were categorized as follows:

Level	Basis for Determining Fair Value	Bank Debt		Other Corporate Debt		Equity Securities
1	Quoted prices in active markets for identical assets	$	—	$	—	$	—
2	Other direct and indirect observable market inputs ^*		35,930,314		45,882,348		—
3	Independent third-party valuation sources that employ significant unobservable inputs		986,374,365		108,247,783		53,064,896
3	Advisor valuations with significant unobservable inputs		146,365		—		1,855,336
Total		$	1,022,451,044	$	154,130,131	$	54,920,232

*	For example, quoted prices in inactive markets or quotes for comparable investments

Unobservable inputs used in the fair value measurement of Level 3 investments as of June 30, 2016 included the following:

Asset Type		Fair Value	Valuation Technique	Unobservable Input	Range (Weighted Avg.)
Bank Debt	$	779,108,354	Income approach	Discount rate	7.8% – 18.5% (11.8%)
		134,109,581	Market quotations	Indicative bid/ask quotes	1 – 3 (1)
		55,114,499	Market comparable companies	Revenue multiples	0.3x – 7.5x (3.6x)
		18,188,296	Market comparable companies	EBITDA multiples	4.8x – 11.5x (8.8x)
Other Corporate Debt		98,979,783	Market quotations	Indicative bid/ask quotes	1 – 7 (1)
		9,268,000	Market comparable companies	EBITDA multiples	7.8x (7.8x)
Equity		6,936,121	Income approach	Discount rate	5.5% – 26.2% (6.0%)
		22,561,302	Market quotations	Indicative bid/ask quotes	1 (1)
		3,691,198	Market comparable companies	Revenue multiples	0.3x – 6.5x (3.7x)
		21,731,611	Market comparable companies	EBITDA multiples	4.4x – 11.5x (7.1x)
	$	1,149,688,745

Table of Contents

TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

June 30, 2016

2. Summary of Significant Accounting Policies (continued)

Generally, a change in an unobservable input may result in a change to the value of an investment as follows:

Input	Impact to Value if Input Increases	Impact to Value if Input Decreases
Discount rate	Decrease	Increase
Revenue multiples	Increase	Decrease
EBITDA multiples	Increase	Decrease

Changes in investments categorized as Level 3 during the three months ended June 30, 2016 were as follows:

	Independent Third-Party Valuation
	Bank Debt			Other Corporate Debt			Equity Securities
Beginning balance	$	974,241,847		$	96,551,748		$	51,794,409
Net realized and unrealized gains (losses)		4,991,751			(999,400	)		(2,055,130	)
Acquisitions ^*		85,456,122			6,918,955			7,650,882
Dispositions		(85,706,829	)		—			(4,320,204	)
Transfers out of Level 3 ^†		(5,492,400	)		—			—
Transfers into Level 3 ^‡		12,883,874			5,776,480			—
Reclassifications within Level 3 ^§		—			—			(5,061	)
Ending balance	$	986,374,365		$	108,247,783		$	53,064,896

Net change in unrealized appreciation/depreciation during the period on investments still held at period end (included in net realized and unrealized gains/losses, above)	$	5,680,176		$	(999,400	)	$	(1,948,859	)

*	Includes payments received in kind and accretion of original issue and market discounts

†	Comprised of one investment that transferred to Level 2 due to increased observable market activity

‡	Comprised of two investments that transferred from Level 2 due to reduced trading volumes

§	Comprised of one investment that reclassified to Advisor Valuation

	Advisor Valuation
	Bank Debt			Other Corporate Debt		Equity Securities
Beginning balance	$	316,437		$	—	$	2,041,779
Net realized and unrealized losses		(170,072	)		—		(191,504	)
Reclassifications within Level 3 ^*		—			—		5,061
Ending balance	$	146,365		$	—	$	1,855,336

Net change in unrealized appreciation/depreciation during the period on investments still held at period end (included in net realized and unrealized gains/losses, above)	$	(170,072	)	$	—	$	(191,703	)

*	Comprised of one investment that reclassified from Independent Third-Party Valuation

Table of Contents

TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

June 30, 2016

2. Summary of Significant Accounting Policies (continued)

There were no transfers between Level 1 and 2 during the three months ended June 30, 2016.

Changes in investments categorized as Level 3 during the six months ended June 30, 2016 were as follows:

	Independent Third-Party Valuation
	Bank Debt			Other Corporate Debt			Equity Securities
Beginning balance	$	907,967,337		$	89,314,530		$	49,956,123
Net realized and unrealized gains (losses)		4,491,020			(2,813,530	)		(3,879,799	)
Acquisitions ^*		181,713,809			15,970,303			14,224,626
Dispositions		(146,905,278	)		—			(7,230,993	)
Transfers out of Level 3 ^†		(5,492,400	)		—			—
Transfers into Level 3 ^‡		44,599,877			5,776,480			—
Reclassifications within Level 3 ^§		—			—			(5,061	)
Ending balance	$	986,374,365		$	108,247,783		$	53,064,896

Net change in unrealized appreciation/depreciation during the period on investments still held at period end (included in net realized and unrealized gains/losses, above)	$	5,356,789		$	(2,813,530	)	$	(3,854,472	)

*	Includes payments received in kind and accretion of original issue and market discounts

†	Comprised of one investment that transferred to Level 2 due to increased observable market activity

‡	Comprised of five investments that transferred from Level 2 due to reduced trading volumes

§	Comprised of one investment that reclassified to Advisor Valuation

	Advisor Valuation
	Bank Debt			Other Corporate Debt		Equity Securities
Beginning balance	$	1,124,504		$	—	$	2,428,217
Net realized and unrealized losses		(926,442	)		—		(263,132	)
Acquisitions ^*		1,050,297			—		243
Dispositions		(1,101,994	)		—		(315,053	)
Reclassifications within Level 3 ^†		—			—		5,061
Ending balance	$	146,365		$	—	$	1,855,336

Net change in unrealized appreciation/depreciation during the period on investments still held at period end (included in net realized and unrealized gains/losses, above)	$	(884,375	)	$	—	$	(578,407	)

*	Includes payments received in kind and accretion of original issue and market discounts

†	Comprised of one investment that reclassified from Independent Third-Party Valuation

There were no transfers between Level 1 and 2 during the six months ended June 30, 2016.

Table of Contents

TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

June 30, 2016

2. Summary of Significant Accounting Policies (continued)

At December 31, 2015, the Company’s investments were categorized as follows:

Level		Basis for Determining Fair Value	Bank Debt		Other Corporate Debt		Equity Securities
	1	Quoted prices in active markets for identical assets	$	—	$	—	$	—
	2	Other direct and indirect observable market inputs ^*		92,311,257		39,817,757		—
	3	Independent third-party valuation sources that employ significant unobservable inputs		907,967,337		89,314,530		49,956,123
	3	Advisor valuations with significant unobservable inputs		1,124,504		—		2,428,217
Total			$	1,001,403,098	$	129,132,287	$	52,384,340

*	For example, quoted prices in inactive markets or quotes for comparable investments

Unobservable inputs used in the fair value measurement of Level 3 investments as of December 31, 2015 included the following:

Asset Type	Fair Value		Valuation Technique	Unobservable Input	Range (Weighted Avg.)
Bank Debt	$	715,701,737	Income approach	Discount rate	4.2% – 18.9% (11.8%)
		140,033,088	Market quotations	Indicative bid/ask quotes	1 – 5 (1)
		36,550,712	Market comparable companies	Revenue multiples	0.3x – 4.5x (2.2x)
		16,806,304	Market comparable companies	EBITDA multiples	3.3x – 11.5x (7.8x)
Other Corporate Debt		80,046,530	Market quotations	Indicative bid/ask quotes	1 (1)
		9,268,000	Market comparable companies	EBITDA multiples	7.3x (7.3x)
Equity		7,908,649	Income approach	Discount rate	5.9% – 26.2% (8.0%)
		15,827,563	Market quotations	Indicative bid/ask quotes	1 – 2 (1)
		3,212,249	Market comparable companies	Revenue multiples	0.3x – 6.0x (3.2x)
		25,435,879	Market comparable companies	EBITDA multiples	4.4x – 11.5x (6.8x)
	$	1,050,790,711

Table of Contents

TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

June 30, 2016

2. Summary of Significant Accounting Policies (continued)

Changes in investments categorized as Level 3 during the three months ended June 30, 2015 were as follows:

	Independent Third-Party Valuation
	Bank Debt			Other Corporate Debt			Equity Securities
Beginning balance	$	896,258,108		$	102,793,711		$	32,000,389
Net realized and unrealized gains (losses)		(7,825,996	)		2,534,989			6,188,546
Acquisitions ^*		186,936,587			300,149			1,690,329
Dispositions		(151,573,790	)		—			(1,245,019	)
Transfers out of Level 3 ^†		(14,850,000	)		(9,492,655	)		—
Reclassifications within Level 3 ^‡		(60,000	)		—			—
Ending balance	$	908,884,909		$	96,136,194		$	38,634,245

Net change in unrealized appreciation/depreciation during the period on investments still held at period end (included in net realized and unrealized gains/losses, above)	$	(7,323,581	)	$	(1,718,919	)	$	6,188,546

*	Includes payments received in kind and accretion of original issue and market discounts

†	Comprised of two investments that transferred to Level 2 due to increased observable market activity

‡	Comprised of one investment that reclassified from Advisor Valuation

	Advisor Valuation
	Bank Debt			Other Corporate Debt		Equity Securities
Beginning balance	$	(112,500	)	$	—	$	2,674,813
Net realized and unrealized losses		42,632			—		(219,396	)
Acquisitions ^*		643,388			—		—
Dispositions		(1,017,438	)		—		—
Reclassifications within Level 3 ^†		60,000			—		—
Ending balance	$	(383,918	)^‡	$	—	$	2,455,417

Net change in unrealized appreciation/depreciation during the period on investments still held at period end (included in net realized and unrealized gains/losses, above)	$	42,632		$	—	$	(219,395	)

*	Includes payments received in kind and accretion of original issue and market discounts

†	Comprised of one investment that reclassified to Independent Third-Party Valuation

‡	Negative balance relates to an unfunded commitment that was acquired and valued at a discount

There were no transfers between Level 1 and 2 during the three months ended June 30, 2015.

Table of Contents

TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

June 30, 2016

2. Summary of Significant Accounting Policies (continued)

Changes in investments categorized as Level 3 during the six months ended June 30, 2015 were as follows:

	Independent Third-Party Valuation
	Bank Debt			Other Corporate Debt			Equity Securities
Beginning balance	$	840,538,179		$	56,621,975		$	30,618,142
Net realized and unrealized gains (losses)		(11,447,928	)		2,183,152			7,339,334
Acquisitions ^*		294,222,415			300,149			2,515,654
Dispositions		(192,014,582	)		(2,516,390	)		(1,838,885	)
Transfers out of Level 3 ^†		(36,143,175	)		(16,311,095	)		—
Transfers into Level 3 ^‡		13,730,000			51,247,225			—
Reclassifications within Level 3^§		-			4,611,178			—
Ending balance	$	908,884,909		$	96,136,194		$	38,634,245

Net change in unrealized appreciation/depreciation during the period on investments still held at period end (included in net realized and unrealized gains/losses, above)	$	(11,177,480	)	$	(2,126,954	)	$	7,339,334

*	Includes payments received in kind and accretion of original issue and market discounts

†	Comprised of five investments that transferred to Level 2 due to increased observable market activity

‡	Comprised of three investments that transferred from Level 2 due to reduced trading volumes

§	Comprised of one investment that reclassified from Advisor Valuation

	Advisor Valuation
	Bank Debt			Other Corporate Debt			Equity Securities
Beginning balance	$	—		$	4,611,178		$	2,324,629
Net realized and unrealized losses		(18,860	)		—			130,788
Acquisitions ^*		652,380			—			—
Dispositions		(1,017,438	)		—			—
Reclassifications within Level 3 ^†		—			(4,611,178	)		—
Ending balance	$	(383,918	)^‡	$	—		$	2,455,417

Net change in unrealized appreciation/depreciation during the period on investments still held at period end (included in net realized and unrealized gains/losses, above)	$	(18,860	)	$	—		$	130,788

*	Includes payments received in kind and accretion of original issue and market discounts

†	Comprised of one investment that reclassified to Independent Third-Party Valuation

‡	Negative balance relates to an unfunded commitment that was acquired and valued at a discount

There were no transfers between Level 1 and 2 during the six months ended June 30, 2015.

Table of Contents

TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

June 30, 2016

2. Summary of Significant Accounting Policies (continued)

Investment Transactions

Investment transactions are recorded on the trade date, except for private transactions that have conditions to closing, which are recorded on the closing date. The cost of investments purchased is based upon the purchase price plus those professional fees which are specifically identifiable to the investment transaction. Realized gains and losses on investments are recorded based on the specific identification method, which typically allocates the highest cost inventory to the basis of investments sold.

Cash and Cash Equivalents

Cash consists of amounts held in accounts with brokerage firms and the custodian bank. Cash equivalents consist of highly liquid investments with an original maturity of generally three months or less. Cash equivalents are carried at amortized cost which approximates fair value. Cash equivalents are classified as Level 1 in the GAAP valuation hierarchy.

Restricted Investments

The Company may invest without limitation in instruments that are subject to legal or contractual restrictions on resale. These instruments generally may be resold to institutional investors in transactions exempt from registration or to the public if the securities are registered. Disposal of these investments may involve time-consuming negotiations and additional expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted investments is included at the end of the Consolidated Schedule of Investments. Restricted investments, including any restricted investments in affiliates, are valued in accordance with the investment valuation policies discussed above.

Foreign Investments

The Company may invest in instruments traded in foreign countries and denominated in foreign currencies. Foreign currency denominated investments comprised approximately 1.3% and 1.4% of total investments at June 30, 2016 and December 31, 2015, respectively. Such positions were converted at the respective closing foreign exchange rates in effect at June 30, 2016 and December 31, 2015 and reported in U.S. dollars. Purchases and sales of investments and income and expense items denominated in foreign currencies, when they occur, are translated into U.S. dollars based on the foreign exchange rates in effect on the respective dates of such transactions. The portion of gains and losses on foreign investments resulting from fluctuations in foreign currencies is included in net realized and unrealized gain or loss from investments.

Investments in foreign companies and securities of foreign governments may involve special risks and considerations not typically associated with investing in U.S. companies and securities of the U.S. government. These risks include, among other things, revaluation of currencies, less reliable information about issuers, different transaction clearance and settlement practices, and potential future adverse political and economic developments. Moreover, investments in foreign companies and securities of foreign governments and their markets may be less liquid and their prices more volatile than those of comparable U.S. companies and the U.S. government.

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TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

June 30, 2016

2. Summary of Significant Accounting Policies (continued)

Derivatives

In order to mitigate certain currency exchange and interest rate risks, the Operating Company has entered into certain swap and option transactions. All derivatives are reported at their gross amounts as either assets or liabilities in the Consolidated Statements of Assets and Liabilities. The transactions entered into are accounted for using the mark-to-market method with the resulting change in fair value recognized in earnings for the current period. Risks may arise upon entering into these contracts from the potential inability of counterparties to meet the terms of their contracts and from unanticipated movements in interest rates and the value of foreign currency relative to the U.S. dollar. The Company is required under the terms of its derivative agreement to pledge assets as collateral to secure its obligation under the derivatives. As of June 30, 2016, $0.5 million of cash was pledged as collateral under the Company’s derivative instruments, and was included in cash and cash equivalents in the Consolidated Statements of Assets and Liabilities.

During the six months ended June 30, 2016, the Company entered into a GBP put option with a notional amount of £2.7 million. During the six months ended June 30, 2016, the Company’s interest rate cap with a notional amount of $25.0 million expired. The Company still holds a cross currency basis swap with a notional amount of $16.4 million. The put option is reported in the Consolidated Statements of Assets and Liabilities as options. The cross currency basis swap is reported in the Consolidated Statements of Assets and Liabilities as unrealized appreciation on swaps. Gains and losses from derivatives during the six months ended June 30, 2016 were included in net realized and unrealized gain (loss) on investments in the Consolidated Statements of Operations as follows:

Instrument	Realized Gains (Losses)			Unrealized Gains (Losses)
Put option	$	—		$	417,504
Cross currency basis swap		—			(247,917	)
Interest rate cap		(51,750	)		51,750

The Company did not enter into any new derivative transactions during the six months ended June 30, 2015. At June 30, 2015, the Company held an interest rate cap with a notional amount of $25.0 million and a cross currency basis swap with a notional amount of $4.3 million. The interest rate cap and the cross currency basis swap are reported in the Consolidated Statements of Assets and Liabilities as options and unrealized appreciation on swaps, respectively. Gains and losses from derivatives during the six months ended June 30, 2015 were included in net realized and unrealized gain (loss) on investments in the Consolidated Statements of Operations as follows:

Instrument	Realized Gains (Losses)		Unrealized Gains (Losses)
Cross currency basis swap	$	—	$	1,149,375
Interest rate cap		—		(467	)

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TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

June 30, 2016

2. Summary of Significant Accounting Policies (continued)

Valuations of derivatives held at June 30, 2016 and 2015 were determined using observable market inputs other than quoted prices in active markets for identical assets and, accordingly, are classified as Level 2 in the GAAP valuation hierarchy.

Deferred Debt Issuance Costs

Costs of approximately $1.8 million were incurred during 2015 in connection with the extension of the Operating Company’s credit facility (see Note 4). Costs of approximately $1.9 million were incurred during 2015, in connection with placing and extending TCPC Funding’s revolving credit facility (see Note 4). Costs of approximately $0.5 million and $0.4 million were incurred during the six months ended June 30, 2016 and year ended December 31, 2015, respectively, in connection with placing the SBIC’s SBA debentures (see Note 4). These costs were deferred and are being amortized on a straight-line basis over the estimated life of the respective instruments. The impact of utilizing the straight-line amortization method versus the effective-interest method is not material to the operations of the Company.

Revenue Recognition

Interest and dividend income, including income paid in kind, is recorded on an accrual basis. Origination, structuring, closing, commitment and other upfront fees, including original issue discounts, earned with respect to capital commitments are generally amortized or accreted into interest income over the life of the respective debt investment, as are end-of-term or exit fees receivable upon repayment of a debt investment. Other fees, including certain amendment fees, prepayment fees and commitment fees on broken deals, are recognized as earned. Prepayment fees and similar income due upon the early repayment of a loan or debt security are recognized when earned and are included in interest income.

Certain debt investments are purchased at a discount to par as a result of the underlying credit risks and financial results of the issuer, as well as general market factors that influence the financial markets as a whole. Discounts on the acquisition of corporate bonds are generally amortized using the effective-interest or constant-yield method assuming there are no questions as to collectability. When principal payments on a loan are received in an amount in excess of the loan’s amortized cost, the excess principal payments are recorded as interest income.

Income Taxes

The Company intends to comply with the applicable provisions of the Internal Revenue Code of 1986, as amended, pertaining to regulated investment companies and to make distributions of taxable income sufficient to relieve it from substantially all federal income taxes. Accordingly, no provision for income taxes is required in the consolidated financial statements. The income or loss of the Operating Company, TCPC Funding and the SBIC is reported in the respective partners’ income tax returns. In accordance with ASC Topic 740 – Income Taxes , the Company recognizes in its consolidated financial statements the effect of a tax position when it is determined that such position is more likely than not, based on the technical merits, to be sustained upon examination. As of June 30, 2016, all tax years of the Company, the Operating Company, TCPC Funding and the SBIC since January 1, 2012 remain subject to examination by federal tax authorities. No such examinations are currently pending.

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TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

June 30, 2016

2. Summary of Significant Accounting Policies (continued)

Cost and unrealized appreciation and depreciation of the Operating Company’s investments (including derivatives) for U.S. federal income tax purposes at June 30, 2016 and December 31, 2015 were as follows:

	June 30, 2016			December 31, 2015
Unrealized appreciation	$	32,994,796		$	30,920,149
Unrealized depreciation		(79,331,737	)		(79,759,600	)
Net unrealized depreciation	$	(46,336,941	)	$	(48,839,451	)

Cost	$	1,280,819,873		$	1,231,759,176

Recent Accounting Pronouncements

During the first quarter of 2016, the Company adopted Financial Accounting Standards Board (the “FASB”) Accounting Standards Update (“ASU”) 2015-02, Amendments to the Consolidation Analysis, which amends or supersedes the scope and consolidation pronouncement under existing GAAP. In particular, the new pronouncement changed the manner in which a reporting entity evaluates whether 1) an entity is a variable interest entity (“VIE”), 2) fees paid to decision makers or service providers are variable interests in a VIE, and 3) variable interests in a VIE held by related parties require the reporting entity to consolidate the VIE. The pronouncement also introduced a separate consolidation analysis specific to limited partnerships and similar entities. ASU 2015-02 also eliminated the VIE consolidation model based on majority exposure to variability that applied to certain investment companies and similar entities. The adoption of this pronouncement did not have a material impact on the Company’s consolidated financial statements.

The Company also adopted ASU 2015-03, Interest – Imputation of Interest (Subtopic 835-30) - Simplifying the Presentation of Debt Issuance Costs as well as ASU 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements – Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015. Together, these ASUs required, in most cases, that debt issuance costs be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. Debt issuance costs incurred in connection with line-of-credit arrangements, however, may continue to be presented as an asset in the balance sheet. The adoption of these ASUs resulted in the reclassification of $4.2 million and $4.2 million of debt issuance costs related to the Term Loan, Convertible Notes and SBA Debentures (as defined in Note 4) from deferred debt issuance costs to debt as of June 30, 2016 and December 31, 2015, respectively, on the Consolidated Statements of Assets and Liabilities.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Topic 605, Revenue Recognition. Under this new pronouncement, an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 applies to all entities and, for public entities, is effective for annual periods beginning after December 15, 2017, and interim periods within those fiscal years. Early application is permitted, but no earlier than annual periods beginning after December 15, 2016 and interim periods within that reporting period. The Company does not expect adoption of this pronouncement to have a material impact on its consolidated financial statements.

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TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

June 30, 2016

2. Summary of Significant Accounting Policies (continued)

On January 5, 2016, the FASB issued ASU 2016-01, Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. The more significant changes to the current GAAP model resulting from ASU 2016-01 that may impact the Company include 1) eliminate the requirement to disclose the method(s) and significant assumptions used to estimate the fair value of financial instruments measured at amortized cost, 2) require public entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes and 3) require separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or in the accompanying notes to the financial statements. ASU 2016-01 is effective for annual periods beginning after December 15, 2017, including interim periods within those fiscal years. Early application is permitted. The Company does not expect adoption of this pronouncement to have a material impact on its consolidated financial statements.

3. Management Fees, Incentive Compensation and Other Expenses

The Company’s management fee is calculated at an annual rate of 1.5% of total assets (excluding cash and cash equivalents) on a consolidated basis as of the beginning of each quarter and is payable to the Advisor quarterly in arrears.

Incentive compensation is only paid to the extent the total performance of the Company exceeds a cumulative 8% annual return since January 1, 2013 (the “Total Return Hurdle”). Beginning January 1, 2013, the incentive compensation equals 20% of net investment income (reduced by preferred dividends) and 20% of net realized gains (reduced by any net unrealized losses), subject to the Total Return Hurdle. The incentive compensation is payable quarterly in arrears as an allocation and distribution to the General Partner and is calculated as the difference between cumulative incentive compensation earned since January 1, 2013 and cumulative incentive compensation paid since January 1, 2013. A reserve for incentive compensation is accrued based on the amount of additional incentive compensation that would have been distributable to the General Partner assuming a hypothetical liquidation of the Company at net asset value on the balance sheet date. The General Partner’s equity interest in the Operating Company is comprised entirely of such reserve amount, if any, and is reported as a non-controlling interest in the consolidated financial statements of the Company. As of June 30, 2016 and December 31, 2015, no such reserve was accrued.

The Company bears all expenses incurred in connection with its business, including fees and expenses of outside contracted services, such as custodian, administrative, legal, audit and tax preparation fees, costs of valuing investments, insurance costs, brokers’ and finders’ fees relating to investments, and any other transaction costs associated with the purchase and sale of investments.

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TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

June 30, 2016

4. Leverage

Leverage is comprised of convertible senior unsecured notes due December 2019 issued by the Company (the “Convertible Notes”), amounts outstanding under a term loan issued by the Operating Company (the “Term Loan”), amounts outstanding under a senior secured revolving credit facility issued by the Operating Company (the “SVCP Revolver” and together with the Term Loan, the “SVCP Facility”), amounts outstanding under a senior secured revolving credit facility issued by TCPC Funding (the “TCPC Funding Facility”), debentures guaranteed by the SBA (the “SBA Debentures”), and, prior to the repurchase and retirement of remaining interests on September 3, 2015, amounts outstanding under a preferred equity facility issued by the Operating Company (the “Preferred Interests”). From April 18, 2016 through its conversion on June 7, 2016, leverage also included a privately placed convertible senior unsecured note due April 2021 issued by the Company (the “CNO Note”).

Total leverage outstanding and available at June 30, 2016 was as follows:

	Maturity	Rate			Carrying Value^*			Available		Total Capacity
SVCP Facility
SVCP Revolver	2018		L+1.75	%^†	$	78,000,000		$	38,000,000	$	116,000,000
Term Loan	2018		L+1.75	%^†		100,500,000			—		100,500,000
Convertible Notes ($108 million par)	2019		5.25	%		106,326,024			—		106,326,024
TCPC Funding Facility	2020		L+2.50	%^†‡		175,000,000			175,000,000		350,000,000
SBA Debentures	2024-2026		2.81	%^§		61,000,000			14,000,000		75,000,000	^**
Total leverage						520,826,024		$	227,000,000	$	747,826,024
Unamortized issuance costs						(4,164,808	)
Debt, net of unamortized issuance costs					$	516,661,216

*	Except for the Convertible Notes, all carrying values are the same as the principal amounts outstanding.

†	Based on either LIBOR or the lender’s cost of funds, subject to certain limitations

‡	Or L+2.25% subject to certain funding requirements

Weighted-average interest rate on pooled loans of $42.8 million, excluding fees of 0.36%. As of June 30, 2016, the remaining $6.2 million and $12.0 million of the outstanding amount were not yet pooled, and bore interest at a temporary rate of 1.20% and 1.10%, respectively, plus fees of 0.36% through September 23, 2016, the date of the next SBA pooling.

**	Anticipated total capacity of $150.0 million, subject to approval by the SBA following complete funding of the Operating Company’s initial $75.0 million commitment.

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TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

June 30, 2016

4. Leverage (continued)

Total leverage outstanding and available at December 31, 2015 was as follows:

	Maturity	Rate			Carrying Value^*			Available		Total Capacity
SVCP Facility
SVCP Revolver	2018		L+1.75	%^†	$	24,000,000		$	92,000,000	$	116,000,000
Term Loan	2018		L+1.75	%^†		100,500,000			—		100,500,000
Convertible Notes ($108 million par)	2019		5.25	%		106,110,321			—		106,110,321
TCPC Funding Facility	2020		L+2.50	%^†‡		229,000,000			121,000,000		350,000,000
SBA Debentures	2024-2025		2.81	%^§		42,800,000			32,200,000		75,000,000	^**
Total leverage						502,410,321		$	245,200,000	$	747,610,321
Unamortized issuance costs						(4,204,850	)
Debt, net of unamortized issuance costs					$	498,205,471

*	Except for the Convertible Notes, all carrying values are the same as the principal amounts outstanding.

†	Based on either LIBOR or the lender’s cost of funds, subject to certain limitations

‡	Or L+2.25% subject to certain funding requirements

Weighted-average interest rate on pooled loans of $38.8 million, excluding fees of 0.36%. As of December 31, 2015, the remaining $4.0 million of the outstanding amount was not yet pooled, and bore interest at a temporary rate of 0.90% plus fees of 0.36% through March 22, 2016, the date of the next SBA pooling.

**	Anticipated total capacity of $150.0 million, subject to approval by the SBA following complete funding of the Operating Company’s initial $75.0 million commitment.

The combined weighted-average interest and dividend rates on total leverage outstanding at June 30, 2016 and December 31, 2015 were 3.18% and 3.20%, respectively.

Total expenses related to debt include:

	Six Months Ended June 30,
	2016		2015
Interest expense	$	9,597,455	$	6,741,661
Amortization of deferred debt issuance costs		1,268,104		1,074,535
Commitment fees		513,449		604,443
Total	$	11,379,008	$	8,420,639

Amounts outstanding under the SVCP Facility, the TCPC Funding Facility, the Convertible Notes and the SBA Debentures are carried at amortized cost in the Consolidated Statements of Assets and Liabilities. As of June 30, 2016, the estimated fair values of the TCPC Funding Facility and the SBA Debentures approximated their carrying values, and the SVCP Facility and the Convertible Notes had estimated fair values of $179.3 million and $111.5 million, respectively. The estimated fair values of the SVCP Facility, the TCPC Funding Facility, the Convertible Notes and the SBA Debentures are determined by discounting projected remaining payments using market interest rates for borrowings of the Company and entities with similar credit risks at the measurement date. At June 30, 2016, the fair values of the SVCP Facility, the TCPC Funding Facility, the Convertible Notes and the SBA Debentures as prepared for disclosure purposes were deemed to be Level 3 in the GAAP valuation hierarchy.

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TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

June 30, 2016

4. Leverage (continued)

Convertible Notes

On June 11, 2014, the Company issued $108.0 million of convertible senior unsecured notes that mature on December 15, 2019, unless previously converted or repurchased in accordance with their terms. The Convertible Notes are general unsecured obligations of the Company, and rank structurally junior to the SVCP Facility and the TCPC Funding Facility. The Company does not have the right to redeem the Convertible Notes prior to maturity. The Convertible Notes bear interest at an annual rate of 5.25%, payable semi-annually. In certain circumstances, the Convertible Notes will be convertible into cash, shares of the Company’s common stock or a combination of cash and shares of common stock (such combination to be at the Company’s election), at an initial conversion rate of 50.9100 shares of common stock per one thousand dollar principal amount of the Convertible Notes, which is equivalent to an initial conversion price of approximately $19.64 per share of common stock, subject to customary anti-dilutional adjustments. The initial conversion price was approximately 12.5% above the $17.46 per share closing price of the Company’s common stock on June 11, 2014. At June 30, 2016, the principal amount of the Convertible Notes exceeded the value of the conversion rate multiplied by the per share closing price of the Company’s common stock. Therefore, no additional shares have been added to the calculation of diluted earnings per common share and weighted average common shares outstanding.

Prior to the close of business on the business day immediately preceding June 15, 2019, holders may convert their Convertible Notes only under certain circumstances set forth in the indenture governing the terms of the Convertible Notes (the “Indenture”). On or after June 15, 2019 until the close of business on the scheduled trading day immediately preceding December 15, 2019, holders may convert their Convertible Notes at any time. Upon conversion, the Company will pay or deliver, as the case may be, at its election, cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, subject to the requirements of the Indenture.

The Convertible Notes are accounted for in accordance with ASC Topic 470-20 – Debt with Conversion and Other Options. Upon conversion of any Convertible Note, the Company intends to pay the outstanding principal amount in cash and to the extent that the conversion value exceeds the principal amount, has the option to pay the excess amount in cash or shares of the Company’s common stock (or a combination of cash and shares), subject to the requirements of the Indenture. The Company has determined that the embedded conversion option in the Convertible Notes is not required to be separately accounted for as a derivative under GAAP. At the time of issuance the estimated values of the debt and equity components of the Convertible Notes were approximately 97.7% and 2.3%, respectively.

The original issue discount equal to the equity component of the Convertible Notes was recorded in “paid-in capital in excess of par” in the accompanying Consolidated Statements of Assets and Liabilities. As a result, the Company will record interest expense comprised of both stated interest and accretion of the original issue discount. At the time of issuance, the equity component was $2.5 million. As of June 30, 2016 and December 31, 2015, the components of the carrying value of the Convertible Notes were as follows:

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TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

June 30, 2016

4. Leverage (continued)

	June 30, 2016			December 31, 2015
Principal amount of debt	$	108,000,000		$	108,000,000
Original issue discount, net of accretion		(1,673,976	)		(1,889,679	)
Carrying value of debt	$	106,326,024		$	106,110,321

For the six months ended June 30, 2016 and 2015, the components of interest expense for the Convertible Notes were as follows:

	Six Months Ended June 30,
	2016		2015
Stated interest expense	$	2,835,000	$	2,835,000
Accretion of original issue discount		215,703		203,328
Total interest expense	$	3,050,703	$	3,038,328

The estimated effective interest rate of the debt component of the Convertible Notes, equal to the stated interest of 5.25% plus the accretion of the original issue discount, was approximately 5.75% for the six months ended June 30, 2016.

SVCP Facility

The SVCP Facility consists of a $100.5 million fully-drawn senior secured term loan and a senior secured revolving credit facility which provides for amounts to be drawn up to $116.0 million, subject to certain collateral and other restrictions. The SVCP Facility matures on July 31, 2018. Most of the cash and investments held directly by the Operating Company, as well as the net assets of TCPC Funding and the SBIC, are included in the collateral for the facility.

Advances under the SVCP Facility through July 31, 2014 bore interest at an annual rate equal to 0.44% plus either LIBOR or the lender’s cost of funds (subject to a cap of LIBOR plus 20 basis points). Advances under the SVCP Facility for periods from July 31, 2014 through September 3, 2015 bore interest at an annual rate equal to 2.50% plus either LIBOR or the lender’s cost of funds (subject to a cap of LIBOR plus 20 basis points). Advances under the SVCP Facility from September 3, 2015 through July 31, 2016 bear interest at an annual rate equal to 1.75% plus either LIBOR or the lender’s cost of funds (subject to a cap of LIBOR plus 20 basis points). Advances under the SVCP Facility from July 31, 2016 through the maturity date of the facility will bear interest at an annual rate of 2.50% plus either LIBOR or the lender’s cost of funds (subject to a cap of LIBOR plus 20 basis points). In addition to amounts due on outstanding debt, the SVCP Revolver accrues commitment fees of 0.20% per annum on the unused portion of the facility, or 0.25% per annum when less than $46.4 million in borrowings are outstanding. The facility may be terminated, and any outstanding amounts thereunder may become due and payable, should the Operating Company fail to satisfy certain financial or other covenants. As of June 30, 2016, the Operating Company was in full compliance with such covenants.

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TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

June 30, 2016

4. Leverage (continued)

SBA Debentures

As of June 30, 2016 the SBIC is able to issue up to $75.0 million in SBA Debentures, subject to funded regulatory capital and other customary regulatory requirements. As of June 30, 2016, the Operating Company had committed $75.0 million of regulatory capital to the SBIC, $61.0 million of which had been funded. SBA Debentures are non-recourse and may be prepaid at any time without penalty. Once drawn, the SBIC debentures bear an interim interest rate of LIBOR plus 30 basis points. The rate then becomes fixed at the time of SBA pooling, which occurs twice each year, and is set to the then-current 10-year treasury rate plus a spread and an annual SBA charge.

SBA Debentures outstanding as of June 30, 2016 were as follows:

Issuance Date	Maturity	Debenture Amount		Fixed Interest Rate			SBA Annual Charge
Pooled loans:
September 24, 2014	September 1, 2024	$	18,500,000		3.02	%		0.36	%
March 25, 2015	March 1, 2025		9,500,000		2.52	%		0.36	%
September 23, 2015	September 1, 2025		10,800,000		2.83	%		0.36	%
December 18, 2015	March 1, 2026		4,000,000		2.51	%		0.36	%
			42,800,000		2.81	%^*
Non-pooled loans:
March 25, 2016	September 21, 2016		6,200,000		1.20	%		0.36	%
April 28, 2016	September 21, 2016		12,000,000		1.10	%		0.36	%
		$	61,000,000

*	Weighted-average interest rate on pooled loans

TCPC Funding Facility

The TCPC Funding Facility is a senior secured revolving credit facility which provides for amounts to be drawn up to $350.0 million, subject to certain collateral and other restrictions. The facility matures on March 6, 2020, subject to extension by the lender at the request of TCPC Funding. The facility contains an accordion feature which allows for expansion of the facility to up to $400.0 million subject to consent from the lender and other customary conditions. The cash and investments of TCPC Funding are included in the collateral for the facility.

Borrowings under the TCPC Funding Facility bear interest at a rate of LIBOR plus either 2.25% or 2.50% per annum, subject to certain funding requirements, plus an administrative fee of 0.25% per annum. In addition to amounts due on outstanding debt, the facility accrues commitment fees of 0.50% per annum on the unused portion of the facility, or 0.75% per annum when the unused portion is greater than 33% of the total facility, plus an administrative fee of 0.25% per annum. The facility may be terminated, and any outstanding amounts thereunder may become due and payable, should TCPC Funding fail to satisfy certain financial or other covenants. As of June 30, 2016, TCPC Funding was in full compliance with such covenants.

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TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

June 30, 2016

4. Leverage (continued)

Preferred Interests

During 2015, the Operating Company fully repurchased and retired all outstanding Preferred Interests. On June 30, 2015, the Operating Company repurchased and retired 1,675 of the previously outstanding 6,700 Preferred Interests at a price of $31.8 million. On September 3, 2015, the Operating Company repurchased and retired the remaining 5,025 Preferred Interests outstanding at a price of $100.5 million.

When issued, the Preferred Interests were comprised of 6,700 Series A preferred limited partner interests with a liquidation preference of $20,000 per interest. The Preferred Interests accrued dividends at an annual rate equal to 0.85% plus either LIBOR or the interest holder’s cost of funds (subject to a cap of LIBOR plus 20 basis points).

CNO Note

On April 18, 2016, the Company issued $30.0 million in aggregate principal amount of a 5.25% convertible senior unsecured note due 2021 pursuant to a purchase agreement, dated as of April 18, 2016, between the Company and CNO Financial Investments Corp., a minority interest owner of the Advisor. The CNO Note had a maturity of April 30, 2021 unless previously converted. The CNO Note was convertible at the option of the holder at any time prior to the close of business on the business day immediately preceding April 30, 2021, in integral multiples of $1,000,000 principal amount. However, the CNO Note was automatically convertible in its entirety, without any further action by the holder, on the date on which the closing price of the common stock of the Company was at or above the Company’s most recent publicly reported net asset value per share of common stock for at least ten trading days (whether or not consecutive) in a 20 consecutive trading day period. The conversion price was the greater of (a) the closing price of the Company’s common shares on the conversion date and (b) the then-current net asset value of the Company. On June 7, 2016, the Company issued 2,011,900 shares of its common stock pursuant to the full conversion, at the holder’s option, of the $30.0 million in aggregate principal amount (plus accrued interest) of the CNO Note. The CNO Note was converted at a price of $15.02 per share of Common Stock. There was no gain or loss associated with the conversion of the CNO Note. No placement agent or underwriting fees were incurred in connection with the issuance or the conversion of the CNO Note.

5. Commitments, Contingencies, Concentration of Credit Risk and Off-Balance Sheet Risk

The Operating Company, TCPC Funding and the SBIC conduct business with brokers and dealers that are primarily headquartered in New York and Los Angeles and are members of the major securities exchanges. Banking activities are conducted with a firm headquartered in the San Francisco area.

In the normal course of business, investment activities involve executions, settlement and financing of various transactions resulting in receivables from, and payables to, brokers, dealers and the custodian. These activities may expose the Company to risk in the event that such parties are unable to fulfill contractual obligations. Management does not anticipate any material losses from counterparties with whom it conducts business. Consistent with standard business practice, the Company, the Operating Company, TCPC Funding and the SBIC enter into contracts that contain a variety of indemnifications, and are engaged from time to time in various legal actions. The maximum exposure under these arrangements and activities is unknown. However, management expects the risk of material loss to be remote.

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TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

June 30, 2016

5. Commitments, Contingencies, Concentration of Credit Risk and Off-Balance Sheet Risk (continued)

The Consolidated Schedules of Investments include certain revolving loan facilities and other commitments with unfunded balances at June 30, 2016 and December 31, 2015 as follows:

		Unfunded Balances
Issuer	Maturity	June 30, 2016		December 31, 2015
AP Gaming I, LLC	12/20/2018	$	12,500,000	$	12,500,000
Acrisure, LLC	11/19/2022		N/A		1,351,596
Alpheus Communications, LLC	5/31/2018		357,419		1,072,256
Anuvia Plant Nutrients Holdings, LLC (VitAG)	2/1/2018		N/A		4,300,000
Asset International, Inc.	7/31/2020		N/A		565,544
Bisnow, LLC	4/29/2021		1,200,000		N/A
BlackLine Systems, Inc.	9/25/2018		3,740,693		N/A
Cargojet Airways, LTD.	1/31/2023		N/A		14,457,306
Central MN Renewables, LLC	1/16/2016		N/A		2,100,000
Daymark Financial Acceptance, LLC	1/12/2020		N/A		20,000,000
Edmentum, Inc.	6/9/2020		606,345		3,368,586
Enerwise Global Technologies, Inc.	11/30/2017		4,000,000		7,500,000
Essex Ocean, LLC	3/25/2019		N/A		22,008,557
Fidelis Acquisitionco, LLC	11/4/2019		N/A		1,909,286
Globecomm Systems, Inc.	12/11/2018		800,000		N/A
InMobi, Inc.	9/1/2018		7,500,000		9,354,959
MediMedia USA, Inc.	5/20/2018		3,797,500		4,293,500
Mesa Air Group, Inc.	7/15/2022		13,575,000		13,575,000
Nanosys, Inc.	4/1/19		3,000,000		N/A
Redaptive, Inc.	7/1/2018		15,000,000		15,000,000
RM OpCo, LLC (Real Mex)	3/30/2018		N/A		440,774
Utilidata, Inc.	1/1/2019		N/A		4,800,000
Vistronix, LLC	12/4/2018		N/A		205,558
Waterfall International, Inc.	9/1/2018		N/A		3,200,000
Total Unfunded Balances		$	66,076,957	$	142,002,922

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TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

June 30, 2016

6. Related Party Transactions

The Company, the Operating Company, TCPC Funding, the SBIC, the Advisor, the General Partner and their members and affiliates may be considered related parties. From time to time, the Operating Company advances payments to third parties on behalf of the Company which are reimbursable through deductions from distributions to the Company. At June 30, 2016 and December 31, 2015, no such amounts were outstanding. From time to time, the Advisor advances payments to third parties on behalf of the Company and the Operating Company and receives reimbursement from the Company and the Operating Company. At June 30, 2016 and December 31, 2015, amounts reimbursable to the Advisor totaled $0.7 million and $0.5 million, respectively, as reflected in the Consolidated Statements of Assets and Liabilities.

Pursuant to administration agreements between the Administrator and each of the Company and the Operating Company (the “Administration Agreements”), the Administrator may be reimbursed for costs and expenses incurred by the Administrator for office space rental, office equipment and utilities allocable to the Company or the Operating Company, as well as costs and expenses incurred by the Administrator or its affiliates relating to any administrative, operating, or other non-investment advisory services provided by the Administrator or its affiliates to the Company or the Operating Company. For the six months ended June 30, 2016 and 2015, expenses allocated pursuant to the Administration Agreements totaled $0.8 million and $0.7 million, respectively.

On November 25, 2014, the Company and the Operating Company obtained an exemptive order (the “Exemptive Order”) from the Securities and Exchange Commission permitting the Company and Operating Company to purchase certain investments from affiliated investment companies at fair value. The Exemptive Order exempts the Company and the Operating Company from provisions of Sections 17(a) and 57(a) of the 1940 Act which would otherwise restrict such transfers. All such purchases are subject to the conditions set forth in the Exemptive Order, which among others include certain procedures to verify that each purchase is done at the current fair value of the respective investment. During the six months ended June 30, 2016 and 2015, the Company purchased approximately $0.0 million and $94.5 million, respectively, of investments from affiliates (as defined in the 1940 Act), which were classified as Level 2 in the GAAP valuation hierarchy at the time of the transfer. The selling party has no continuing involvement in the transferred assets. All of the transfers were consummated in accordance with the provisions of the Exemptive Order and were accounted for as a purchase in accordance with ASC 860, Transfers and Servicing.

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TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

June 30, 2016

7. Stockholders’ Equity and Dividends

The following table summarizes the total shares issued and proceeds received in public offerings of the Company’s common stock net of underwriting discounts and offering costs as well as shares issued in connection with the Company’s dividend reinvestment plan for the six months ended June 30, 2016.

	Shares Issued		Price Per Share			Net Proceeds
Shares issued from dividend reinvestment plan		311	$	15.08	*	$	4,691
Shares issued from conversion of convertible debt ^†		2,011,900		15.02			-

*	Weighted-average price per share

†	Shares issued in connection with full conversion of CNO Note

	Shares Issued		Price Per Share			Net Proceeds
At-the-market offerings		248,614	$	15.87	*	$	3,946,066
Shares issued from dividend reinvestment plan		555		14.62	*		8,116

*	Weighted-average price per share

The Company’s dividends are recorded on the ex-dividend date. The following table summarizes the Company’s dividends declared and paid for the six months ended June 30, 2016:

Date Declared	Record Date	Payment Date	Type	Amount Per Share		Total Amount
February 24, 2016	March 17, 2016	March 31, 2016	Regular	$	0.36	$	17,530,963
May 10, 2016	June 16, 2016	June 30, 2016	Regular		0.36		18,254,229
				$	0.72	$	35,785,192

The following table summarizes the Company’s dividends declared and paid for the six months ended June 30, 2015:

Date Declared	Record Date	Payment Date	Type	Amount Per Share		Total Amount
March 10, 2015	March 19, 2015	March 31, 2015	Regular	$	0.36	$	17,535,826
May 7, 2015	June 16, 2015	June 30, 2015	Regular		0.36		17,625,370
				$	0.72	$	35,161,196

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TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

June 30, 2016

7. Stockholders’ Equity and Dividends (continued)

thresholds below the most recently reported net asset value per share. Under the plan, the agent will increase the volume of purchases made if the price of the Company’s common stock declines, subject to volume restrictions. The timing and amount of any stock repurchased depends on the terms and conditions of the Company Repurchase Plan, the market price of the common stock and trading volumes, and no assurance can be given that any particular amount of common stock will be repurchased. The Company Repurchase Plan was re-approved on May 4, 2016, and, unless further extended or terminated by the Company’s board of directors, the Company expects that the Company Repurchase Plan will be in effect through the earlier of two trading days after the Company’s second quarter 2016 earnings release or such time as the approved $50.0 million repurchase amount has been fully utilized, subject to certain conditions.

The following table summarizes the total shares repurchased and amounts paid by the Company under the Company Repurchase Plan, including broker fees, for the six months ended June 30, 2016.

	Shares Repurchased				Price Per Share				Total Cost
Company Repurchase Plan			141,896			$	13.25	*		$	1,879,548

*	Weighted-average price per share

8. Earnings Per Share

In accordance with ASC 260, Earnings per Share, basic earnings per share is computed by dividing earnings available to common shareholders by the weighted average number of shares outstanding during the period. Other potentially dilutive common shares, if any, and the related impact to earnings, are considered when calculating earnings per share on a diluted basis. The following information sets forth the computation of the net increase in net assets per share resulting from operations for the six months ended June 30, 2016 and 2015:

	Six Months Ended June 30,
	2016			2015
Net increase in net assets applicable to common shareholders resulting from operations		$	32,655,391		$	39,509,937
Weighted average shares outstanding			48,985,444			48,807,788
Earnings per share		$	0.67		$	0.81

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TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

June 30, 2016

9. Subsequent Events

On July 13, 2016, the Company completed a registered direct public offering of 2,336,552 shares of our common stock at a price of $15.09 per share for total gross and net proceeds of approximately $35.3 million. The Company incurred no placement agent, underwriting or other fees in connection with the transaction. The Adviser paid certain fees to facilitate the transaction, for which it is not seeking reimbursement from the Company.

On August 3, 2016, the Company’s board of directors re-approved the Company Repurchase Plan, to be in effect through the earlier of two trading days after the Company’s third quarter 2016 earnings release or such time as the approved $50.0 million repurchase amount has been fully utilized, subject to certain conditions.

On August 9, 2016, the Company’s board of directors declared a third quarter regular dividend of $0.36 per share payable on September 30, 2016 to stockholders of record as of the close of business on September 16, 2016.

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TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

June 30, 2016

10. Financial Highlights

	Six Months Ended June 30,
	2016			2015

Per Common Share
Per share NAV at beginning of period	$	14.78		$	15.01

Investment operations:
Net investment income		0.94			1.03
Net realized and unrealized losses		(0.08	)		(0.03	)
Dividends on Series A preferred equity facility		-			(0.02	)
Incentive allocation reserve and distributions		(0.19	)		(0.20	)
Total from investment operations		0.67			0.78

Issuance of common stock		0.01			-
Repurchase of Series A preferred interests		-			0.03
Distributions to common shareholders from:
Net investment income		(0.72	)		(0.72	)
Per share NAV at end of period	$	14.74		$	15.10


Per share market price at end of period	$	15.28		$	15.29

Total return based on market value ^{(1), (2)}		14.9	%		(4.6	%)
Total return based on net asset value ^{(1), (3)}		4.6	%		5.4	%

Shares outstanding at end of period		50,705,049			48,959,494

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TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

June 30, 2016

10. Financial Highlights (continued)

	Six Months Ended June 30,
	2016			2015

Ratios to average common equity: ^{(4), (5)}
Net investment income⁽⁶⁾		10.3	%		12.4	%
Expenses		6.7	%		5.9	%
Expenses and incentive allocation ⁽⁷⁾		8.0	%		7.2	%

Ending common shareholder equity	$	747,191,097		$	739,427,798
Portfolio turnover rate		15.3	%		20.1	%
Weighted-average leverage outstanding ⁽⁸⁾	$	529,701,898		$	503,388,675
Weighted-average interest rate on leverage ⁽⁹⁾		3.6	%		3.0	%
Weighted-average number of common shares		48,985,444			48,807,788
Average leverage per share ⁽⁸⁾	$	10.81		$	10.31

(1)	Not annualized.

(2)	Total return based on market value equals the change in ending market value per share during the period plus declared dividends per share during the period, divided by the market value per share at the beginning of the period.

(3)	Total return based on net asset value equals the change in net asset value per share during the period plus declared dividends per share during the period, divided by the net asset value per share at the beginning of the period.

(4)	Annualized, except for incentive allocation.

(5)	These ratios include interest expense but do not reflect the effect of dividends on the preferred equity facility.

(6)	Net of incentive allocation.

(7)	Includes incentive allocation payable to the General Partner and all Company expenses.

(8)	Includes both debt and preferred leverage.

(9)	Includes dividends on the preferred leverage facility.

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TCP Capital Corp.

Consolidated Schedule of Changes in Investments in Affiliates ⁽¹⁾(Unaudited)

Six Months Ended June 30, 2016

Security	Dividends or Interest ⁽²⁾		Fair Value at December 31, 2015		Acquisitions ⁽³⁾		Dispositions ⁽⁴⁾			Fair Value at June 30, 2016
36th Street Capital Partners Holdings, LLC, Membership Units	$	-	$	225,000	$	4,055,021	$	(62,445	)	$	4,217,576
36th Street Capital Partners Holdings, LLC, Subordinated Promissory Note, 12%, due 11/1/20		1,289,036		900,000		15,970,302		-			16,870,302
AGY Holding Corp., Senior Secured 2nd Lien Notes, 11%, due 11/15/16		509,740		9,268,000		-		-			9,268,000
AGY Holding Corp., Senior Secured Term Loan, 12%, due 9/15/16		295,422		4,869,577		-		-			4,869,577
Anacomp, Inc., Class A Common Stock		-		1,581,964		-		(188,329	)		1,393,635
Edmentum Ultimate Holdings, LLC, Junior PIK Notes, 10%, due 6/9/20		668,800		11,343,490		658,236		(77,512	)		11,924,214
Edmentum Ultimate Holdings, LLC, Senior PIK Notes, 8.5%, due 6/9/20		115,154		2,612,408		113,467		-			2,725,875
Edmentum, Inc., Junior Revolving Facility, 5%, due 6/9/20		32,297		-		2,762,241		-			2,762,241
Edmentum Ultimate Holdings, LLC, Class A Common Units		-		680,218		-		-			680,218
EPMC HoldCo, LLC, Membership Units		-		682,614		-		(367,561	)		315,053
Essex Ocean II, LLC, Membership Units		-		200,686		49,612		(71,210	)		179,088
Globecomm Systems Inc., Senior Secured 1st Lien Term Loan, LIBOR + 7.625%, 1.25% LIBOR Floor, due 12/11/18		656,417		14,256,233		561,434		(263,027	)		14,554,640
KAGY Holding Company, Inc., Series A Preferred Stock		-		6,118,515		45,967		-			6,164,482
N659UA Aircraft Secured Mortgage, 12%, due 2/28/16		4,554		318,980		-		(318,980	)		-
N661UA Aircraft Secured Mortgage, 12%, due 5/4/16		11,822		570,303		-		(570,303	)		-
N913DL Aircraft Secured Mortgage, 8%, due 3/15/17		2,322		115,617		-		(115,617	)		-
N918DL Aircraft Secured Mortgage, 8%, due 8/15/18		5,109		237,494		-		(237,494	)		-
N954DL Aircraft Secured Mortgage, 8%, due 3/20/19		7,829		342,734		-		(342,734	)		-
N955DL Aircraft Secured Mortgage, 8%, due 6/20/19		8,463		369,162		-		(369,162	)		-
N956DL Aircraft Secured Mortgage, 8%, due 5/20/19		8,365		365,197		-		(365,197	)		-
N957DL Aircraft Secured Mortgage, 8%, due 6/20/19		8,537		372,392		-		(372,392	)		-
N959DL Aircraft Secured Mortgage, 8%, due 7/20/19		8,708		379,522		-		(379,522	)		-
N960DL Aircraft Secured Mortgage, 8%, due 10/20/19		9,289		403,869		-		(403,869	)		-
N961DL Aircraft Secured Mortgage, 8%, due 8/20/19		9,028		393,115		-		(393,115	)		-
N976DL Aircraft Secured Mortgage, 8%, due 2/15/18		4,636		218,321		-		(218,321	)		-
N913DL Equipment Trust Beneficial Interests		494,813		107,501		375		(107,876	)		-
N918DL Equipment Trust Beneficial Interests		8,483		127,662		89,515		(217,177	)		-
N954DL Equipment Trust Beneficial Interests		8,743		77,850		17,496		(95,346	)		-
N955DL Equipment Trust Beneficial Interests		8,278		108,100		2,433		(110,533	)		-
N956DL Equipment Trust Beneficial Interests		8,362		104,478		2,571		(107,049	)		-
N957DL Equipment Trust Beneficial Interests		8,249		105,329		2,637		(107,966	)		-
N959DL Equipment Trust Beneficial Interests		8,139		106,203		2,702		(108,905	)		-
N960DL Equipment Trust Beneficial Interests		7,785		105,937		3,088		(109,025	)		-
N961DL Equipment Trust Beneficial Interests		7,976		101,487		3,159		(104,646	)		-
N976DL Equipment Trust Beneficial Interests		8,635		100,793		755		(101,548	)		-
RM Holdco, LLC, Equity Participation		-		-		-		-			-
RM Holdco, LLC, Membership Units		-		-		-		-			-
RM OpCo, LLC, Senior Secured 1st Lien Term Loan Tranche A, 7%, due 3/21/16		154,819		3,719,155		1,138,832		-			4,857,987
RM OpCo, LLC, Senior Secured 2nd Lien Term Loan Tranche B, 8.5%, due 3/30/18		391,518		4,490,993		390,846		(1,435,210	)		3,446,629
RM OpCo, LLC, Senior Secured 2nd Lien Term Loan Tranche B-1, 8.5%, due 3/30/18		123,302		2,797,956		123,091		-			2,921,047
RM OpCo, LLC, Convertible 2nd Lien Term Loan Tranche B-1, 8.5%, due 3/30/18		82,261		1,783,036		82,126		(3,684	)		1,861,478
RM OpCo, LLC, Senior Convertible 2nd Lien Term Loan B, 8.5%, due 3/30/18		104,175		2,188,233		541,631		-			2,729,864
United N659UA-767, LLC (N659UA)		376,264		3,368,599		419,139		(438,215	)		3,349,523
United N661UA-767, LLC (N661UA)		480,128		3,294,024		601,478		(509,701	)		3,385,801
Wasserstein Cosmos Co-Invest, L.P., Limited Partnership Units		-		4,198,500		-		(1,120,500	)		3,078,000

Notes to Consolidated Schedule of Changes in Investments in Affiliates:

⁽¹⁾	The issuers of the securities listed on this schedule are considered affiliates under the Investment Company Act of 1940 due to the ownership by the Company of 5% or more of the issuers' voting securities.

⁽²⁾	Also includes fee and lease income as applicable.

⁽³⁾	Acquisitions include new purchases, PIK income, accretion of original issue and market discounts and net unrealized appreciation.

⁽⁴⁾	Dispositions include decreases in the cost basis from sales, paydowns, mortgage amortizations, aircraft depreciation and net unrealized depreciation.

Table of Contents

TCP Capital Corp.

Consolidated Schedule of Changes in Investments in Affiliates ⁽¹⁾

Year Ended December 31, 2015

Security	Dividends or Interest ⁽²⁾		Fair Value at December 31, 2014		Acquisitions ⁽³⁾		Dispositions ⁽⁴⁾			Fair Value at December 31, 2015

36th Street Capital Partners Holdings, LLC, Membership Units	$	15,600	$	-	$	225,000	$	-		$	225,000
36th Street Capital Partners Holdings, LLC, Subordinated Promissory Note, 12%, due 11/1/20		-		-		900,000		-			900,000
AGY Holding Corp., Senior Secured 2nd Lien Notes, 11%, due 11/15/16		1,019,480		9,017,764		250,236		-			9,268,000
AGY Holding Corp., Senior Secured Term Loan, 12%, due 9/15/16		592,466		4,869,577		-		-			4,869,577
Anacomp, Inc., Class A Common Stock		-		916,535		665,429		-			1,581,964
Edmentum Ultimate Holdings, LLC, Junior PIK Notes, 10%, due 6/9/20		715,131		-		12,054,264		(710,774	)		11,343,490
Edmentum Ultimate Holdings, LLC, Senior PIK Notes, 8.5%, due 6/9/20		124,828		-		2,612,408		-			2,612,408
Edmentum, Inc., Junior Revolving Facility, 5%, due 6/9/20		22,329		-		2,105,366		(2,105,366	)		-
Edmentum Ultimate Holdings, LLC, Class A Common Units		-		-		680,218		-			680,218
EPMC HoldCo, LLC, Membership Units		-		682,614		-		-			682,614
Essex Ocean II, LLC, Membership Units		-		-		200,686		-			200,686
Globecomm Systems Inc., Senior Secured 1st Lien Term Loan, LIBOR + 7.625%, 1.25% LIBOR Floor, due 12/11/18		1,330,125		14,656,950		121,560		(522,277	)		14,256,233
KAGY Holding Company, Inc., Series A Preferred Stock		-		121,975		5,996,540		-			6,118,515
N659UA Aircraft Secured Mortgage, 12%, due 2/28/16		120,307		1,659,003		-		(1,340,023	)		318,980
N661UA Aircraft Secured Mortgage, 12%, due 5/4/16		137,289		1,899,950		-		(1,329,647	)		570,303
N913DL Aircraft Secured Mortgage, 8%, due 3/15/17		12,800		209,168		-		(93,551	)		115,617
N918DL Aircraft Secured Mortgage, 8%, due 8/15/18		21,901		320,440		-		(82,946	)		237,494
N954DL Aircraft Secured Mortgage, 8%, due 3/20/19		30,753		437,679		315		(95,260	)		342,734
N955DL Aircraft Secured Mortgage, 8%, due 6/20/19		32,662		460,258		539		(91,635	)		369,162
N956DL Aircraft Secured Mortgage, 8%, due 5/20/19		32,415		457,902		479		(93,184	)		365,197
N957DL Aircraft Secured Mortgage, 8%, due 6/20/19		32,947		464,283		544		(92,435	)		372,392
N959DL Aircraft Secured Mortgage, 8%, due 7/20/19		33,476		470,601		612		(91,691	)		379,522
N960DL Aircraft Secured Mortgage, 8%, due 10/20/19		35,326		493,258		831		(90,220	)		403,869
N961DL Aircraft Secured Mortgage, 8%, due 8/20/19		34,574		484,908		694		(92,487	)		393,115
N976DL Aircraft Secured Mortgage, 8%, due 2/15/18		20,940		314,588		-		(96,267	)		218,321
N913DL Equipment Trust Beneficial Interests		25,444		117,497		90,909		(100,905	)		107,501
N918DL Equipment Trust Beneficial Interests		21,074		135,890		81,670		(89,898	)		127,662
N954DL Equipment Trust Beneficial Interests		21,205		72,604		112,997		(107,751	)		77,850
N955DL Equipment Trust Beneficial Interests		20,000		111,010		103,527		(106,437	)		108,100
N956DL Equipment Trust Beneficial Interests		20,172		106,800		105,581		(107,903	)		104,478
N957DL Equipment Trust Beneficial Interests		19,872		107,682		105,105		(107,458	)		105,329
N959DL Equipment Trust Beneficial Interests		19,577		108,579		104,638		(107,014	)		106,203
N960DL Equipment Trust Beneficial Interests		18,590		107,865		104,750		(106,678	)		105,937
N961DL Equipment Trust Beneficial Interests		19,044		102,826		107,207		(108,546	)		101,487
N976DL Equipment Trust Beneficial Interests		20,825		102,006		101,347		(102,560	)		100,793
RM Holdco, LLC, Equity Participation		-		792		-		(792	)		-
RM Holdco, LLC, Membership Units		-		-		-		-			-
RM OpCo, LLC, Senior Secured 1st Lien Term Loan Tranche A, 7%, due 3/21/16		272,075		3,900,025		18,674		(199,544	)		3,719,155
RM OpCo, LLC, Senior Secured 2nd Lien Term Loan Tranche B, 8.5%, due 3/30/18		736,422		6,457,325		731,070		(2,697,402	)		4,490,993
RM OpCo, LLC, Senior Secured 2nd Lien Term Loan Tranche B-1, 8.5%, due 3/30/18		238,052		2,567,717		239,889		(9,650	)		2,797,956
RM OpCo, LLC, Convertible 2nd Lien Term Loan Tranche B-1, 8.5%, due 3/30/18		165,715		1,636,314		164,641		(17,919	)		1,783,036
RM OpCo, LLC, Senior Convertible 2nd Lien Term Loan B, 8.5%, due 3/30/18		120,207		631,164		1,557,069		-			2,188,233
United N659UA-767, LLC (N659UA)		581,125		3,177,822		1,268,821		(1,078,044	)		3,368,599
United N661UA-767, LLC (N661UA)		569,770		3,078,923		1,230,498		(1,015,397	)		3,294,024
Wasserstein Cosmos Co-Invest, L.P., Limited Partnership Units		-		4,175,000		1,050,000		(1,026,500	)		4,198,500

Notes to Consolidated Schedule of Changes in Investments in Affiliates:

⁽¹⁾	The issuers of the securities listed on this schedule are considered affiliates under the Investment Company Act of 1940 due to the ownership by the Company of 5% or more of the issuers' voting securities.

⁽²⁾	Also includes fee and lease income as applicable.

⁽³⁾	Acquisitions include new purchases, PIK income, accretion of original issue and market discounts and net unrealized appreciation.

⁽⁴⁾	Dispositions include decreases in the cost basis from sales, paydowns, mortgage amortizations, aircraft depreciation and net unrealized depreciation.

Table of Contents

TCP Capital Corp.

Consolidated Schedule of Restricted Securities of Unaffiliated Issuers (Unaudited)

June 30, 2016

Investment		Acquisition Date

Avanti Communications Group, PLC, Senior Secured Notes, 10%, due 10/1/19		9/26/13
BlackLine Intermediate, Inc., Warrants to Purchase Common Stock		9/25/13
Boomerang Tube Holdings, Inc., Common Stock		2/2/16
BPA Laboratories, Inc., Senior Secured Notes, 12.25%, due 4/1/17 (144A)		3/5/12
Caribbean Financial Group, Senior Secured Notes, 11.5%, due 11/15/19		10/19/12
Epic Aero, Inc. (One Sky), Warrants to Purchase Common Stock		12/4/13
Findly Talent, LLC, Membership Units		1/1/14
Fuse Media, LLC, Warrants to Purchase Common Stock		8/3/12
Fuse, LLC, Senior Secured Notes, 10.375%, due 7/1/19		6/18/14
GACP I, LP, Membership Units		10/1/15
Gogo Intermediate Holdings, LLC, Senior Secured Notes, 12.5%, due 7/1/22		6/9/16
Green Biologics, Inc., Warrants to Purchase Stock		12/22/14
InMobi, Inc., Warrants to Purchase Stock		9/18/15
Integra Telecom, Inc., Common Stock		11/19/09
Integra Telecom, Inc., Warrants		11/19/09
Iracore International, Inc., Senior Secured Notes, 9.5%, due 6/1/18		5/8/13
Magnolia Finance V plc, Asset-Backed Credit Linked Notes, 13.125%, due 8/2/21		8/1/13
Marsico Holdings, LLC, Common Interest Units		9/10/12
Nanosys, Inc., Warrants to Purchase Common Stock		3/29/16
NEXTracker, Inc., Series B Preferred Stock		12/17/14
NEXTracker, Inc., Series C Preferred Stock		6/12/15
Precision Holdings, LLC, Class C Membership Interests		Var. 2010 & 2011
Rightside Group, Ltd., Warrants		8/6/14
Shop Holding, LLC (Connexity), Class A Units		6/2/11
Soasta, Inc., Warrants to Purchase Series F Preferred Stock		3/4/16
Soraa, Inc., Warrants to Purchase Common Stock		8/29/14
SoundCloud, Ltd., Warrants to Purchase Preferred Stock		4/30/15
STG-Fairway Holdings, LLC (First Advantage), Class A Units		12/30/10
Trade Finance Funding I, Ltd., Secured Class B Notes, 10.75%, due 11/13/18		11/13/13
Utilidata, Inc., Warrants to Purchase Stock		12/22/15
V Telecom Investment S.C.A. (Vivacom), Common Shares		11/9/12
Waterfall International, Inc., Series B Preferred Stock		9/16/2015
Waterfall International, Inc., Warrants to Purchase Stock		9/16/2015

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TCP Capital Corp.

Consolidated Schedule of Restricted Securities of Unaffiliated Issuers

December 31, 2015

Investment		Acquisition Date

Avanti Communications Group, PLC, Senior Secured Notes, 10%, due 10/1/19		9/26/13
BlackLine Intermediate, Inc., Warrants to Purchase Common Stock		9/25/13
BPA Laboratories, Inc., Senior Secured Notes, 12.25%, due 4/1/17 (144A)		3/5/12
Caribbean Financial Group, Senior Secured Notes, 11.5%, due 11/15/19		10/19/12
Findly Talent, LLC, Membership Units		1/1/14
Flight Options Holdings I, Inc. (One Sky), Warrants to Purchase Common Stock		12/4/13
Fuse Media, LLC, Warrants to Purchase Common Stock		8/3/12
Fuse, LLC, Senior Secured Notes, 10.375%, due 7/1/19		6/18/14
GACP I, LP, Membership Units		10/1/15
Green Biologics, Inc., Warrants to Purchase Stock		12/22/14
InMobi, Inc., Warrants to Purchase Stock		9/18/15
Integra Telecom, Inc., Common Stock		11/19/09
Integra Telecom, Inc., Warrants		11/19/09
Iracore International, Inc., Senior Secured Notes, 9.5%, due 6/1/18		5/8/13
Magnolia Finance V plc, Asset-Backed Credit Linked Notes, 13.125%, due 8/2/21		8/1/13
Marsico Holdings, LLC, Common Interest Units		9/10/12
NEXTracker, Inc., Series B Preferred Stock		12/17/14
NEXTracker, Inc., Series C Preferred Stock		6/12/15
Precision Holdings, LLC, Class C Membership Interests		Var. 2010 & 2011
Rightside Group, Ltd., Warrants		8/6/14
Shop Holding, LLC (Connexity), Class A Units		6/2/11
Shop Holding, LLC (Connexity), Warrants to Purchase Class A Units		6/2/11
Soraa, Inc., Warrants to Purchase Common Stock		8/29/14
SoundCloud, Ltd., Warrants to Purchase Preferred Stock		4/30/15
STG-Fairway Holdings, LLC (First Advantage), Class A Units		12/30/10
Trade Finance Funding I, Ltd., Secured Class B Notes, 10.75%, due 11/13/18		11/13/13
Utilidata, Inc., Warrants to Purchase Stock		12/22/15
V Telecom Investment S.C.A. (Vivacom), Common Shares		11/9/12
Waterfall International, Inc., Series B Preferred Stock		9/16/2015
Waterfall International, Inc., Warrants to Purchase Stock		9/16/2015

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TCP Capital Corp.

Consolidating Statement of Assets and Liabilities (Unaudited)

June 30, 2016

				Special Value
	TCP			Continuation						TCP
	Capital Corp.			Partners, LP						Capital Corp.
	Standalone			Consolidated			Eliminations			Consolidated
Assets
Investments, at fair value:
Companies less than 5% owned	$	-		$	1,129,946,177		$	-		$	1,129,946,177
Companies 5% to 25% owned		-			72,159,305			-			72,159,305
Companies more than 25% owned		-			29,395,925			-			29,395,925
Investment in subsidiary		852,096,887			-			(852,096,887	)		-
Total investments		852,096,887			1,231,501,407			(852,096,887	)		1,231,501,407

Cash and cash equivalents		-			38,313,586			-			38,313,586
Receivable for investments sold		-			27,666,936			-			27,666,936
Accrued interest income		-			9,306,017			-			9,306,017
Deferred debt issuance costs		-			4,603,529			-			4,603,529
Unrealized appreciation on swaps		-			2,981,525			-			2,981,525
Options		-			417,504			-			417,504
Prepaid expenses and other assets		273,192			548,332			-			821,524
Total assets		852,370,079			1,315,338,836			(852,096,887	)		1,315,612,028

Liabilities
Debt, net of unamortized issuance costs		104,296,156			412,365,060			-			516,661,216
Payable for investment securities purchased		-			40,952,073			-			40,952,073
Incentive allocation payable		-			4,626,745			-			4,626,745
Interest payable		247,917			2,748,300			-			2,996,217
Payable to the Advisor		321,298			428,647			-			749,945
Accrued expenses and other liabilities		313,611			2,121,124			-			2,434,735
Total liabilities		105,178,982			463,241,949			-			568,420,931

Net assets	$	747,191,097		$	852,096,887		$	(852,096,887	)	$	747,191,097

Composition of net assets
Common stock	$	50,705		$	-		$	-		$	50,705
Additional paid-in capital		906,725,366			979,153,747			(979,153,747	)		906,725,366
Accumulated deficit		(159,584,974	)		(127,056,860	)		127,056,860			(159,584,974	)
Net assets	$	747,191,097		$	852,096,887		$	(852,096,887	)	$	747,191,097

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TCP Capital Corp.

Consolidating Statement of Assets and Liabilities

December 31, 2015

	TCP Capital Corp. Standalone			Special Value Continuation Partners, LP Consolidated			Eliminations			TCP Capital Corp. Consolidated
Assets
Investments, at fair value:
Companies less than 5% owned	$	—		$	1,099,208,475		$	—		$	1,099,208,475
Companies 5% to 25% owned		—			69,008,931			—			69,008,931
Companies more than 25% owned		—			14,702,319			—			14,702,319
Investment in subsidiary		827,455,601			—			(827,455,601	)		—
Total investments		827,455,601			1,182,919,725			(827,455,601	)		1,182,919,725
Cash and cash equivalents		—			35,629,435			—			35,629,435
Deferred debt issuance costs		—			5,390,241			—			5,390,241
Accrued interest income		—			9,613,064			—			9,613,064
Unrealized appreciation on swaps		—			3,229,442			—			3,229,442
Prepaid expenses and other assets		283,913			2,047,131			—			2,331,044
Total assets		827,739,514			1,238,829,038			(827,455,601	)		1,239,112,951

Liabilities
Debt		103,738,064			394,467,407			—			498,205,471
Payable for investment securities purchased		—			6,425,414			—			6,425,414
Incentive allocation payable		—			5,207,606			—			5,207,606
Interest payable		247,916			2,663,341			—			2,911,257
Payable to the Advisor		247,574			260,760			—			508,334
Accrued expenses and other liabilities		1,528,943			2,348,909			—			3,877,852
Total liabilities		105,762,497			411,373,437			—			517,135,934

Net assets	$	721,977,017		$	827,455,601		$	(827,455,601	)	$	721,977,017

Composition of net assets
Common stock	$	48,834		$	—		$	—		$	48,834
Additional paid-in capital		878,383,356			981,033,295			(981,033,295	)		878,383,356
Accumulated deficit		(156,455,173	)		(153,577,694	)		153,577,694			(156,455,173	)
Net assets	$	721,977,017		$	827,455,601		$	(827,455,601	)	$	721,977,017

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TCP Capital Corp.

Consolidating Statement of Operations (Unaudited)

Six Months Ended June 30, 2016

				Special Value
	TCP			Continuation						TCP
	Capital Corp.			Partners, LP						Capital Corp.
	Standalone			Consolidated			Eliminations			Consolidated
Investment income
Interest income:
Companies less than 5% owned	$	-		$	63,126,020		$	-		$	63,126,020
Companies 5% to 25% owned		-			3,133,903			-			3,133,903
Companies more than 25% owned		-			1,377,699			-			1,377,699
Lease income:
Companies more than 25% owned		-			1,425,856			-			1,425,856
Other income:
Companies less than 5% owned		-			1,120,975			-			1,120,975
Total investment income		-			70,184,453			-			70,184,453

Operating expenses
Interest and other debt expenses		3,611,841			7,767,167			-			11,379,008
Management and advisory fees		-			9,160,502			-			9,160,502
Legal fees, professional fees and due diligence expenses		689,903			543,708			-			1,233,611
Administration expenses		-			837,948			-			837,948
Insurance expense		64,878			136,902			-			201,780
Director fees		64,670			132,939			-			197,609
Custody fees		1,750			154,101			-			155,851
Other operating expenses		418,106			595,934			-			1,014,040
Total expenses		4,851,148			19,329,201			-			24,180,349

Net investment income (loss)		(4,851,148	)		50,855,252			-			46,004,104

Net realized and unrealized gain (loss) on investments and foreign currency
Net realized gain (loss):
Investments in companies less than 5% owned		-			(3,726,522	)		-			(3,726,522	)
Investments in companies 5% to 25% owned		-			315,053			-			315,053
Investments in companies more than 5% owned		-			79,742			-			79,742
Net realized loss		-			(3,331,727	)		-			(3,331,727	)
Change in net unrealized appreciation/depreciation		-			(816,165	)		-			(816,165	)
Net realized and unrealized loss		-			(4,147,892	)		-			(4,147,892	)

Net increase (decrease) in net assets from operations		(4,851,148	)		46,707,360			-			41,856,212

Interest in earnings of subsidiary		37,506,539			-			(37,506,539	)		-
Distributions of incentive allocation to the General Partner from net investment income		-			-			(9,200,821	)		(9,200,821	)
Net increase in net assets applicable to common equityholders resulting from operations	$	32,655,391		$	46,707,360		$	(46,707,360	)	$	32,655,391

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TCP Capital Corp.

Consolidating Statement of Operations (Unaudited)

Six Months Ended June 30, 2015

				Special Value
	TCP			Continuation						TCP
	Capital Corp.			Partners, LP						Capital Corp.
	Standalone			Consolidated			Eliminations			Consolidated
Investment income
Interest income:
Companies less than 5% owned	$	-		$	66,410,364		$	-		$	66,410,364
Companies 5% to 25% owned		-			2,311,666			-			2,311,666
Companies more than 25% owned		-			319,094			-			319,094
Lease income:
Companies more than 25% owned		-			623,042			-			623,042
Other income:
Companies less than 5% owned		-			2,089,007			-			2,089,007
Total interest and related investment income		-			71,753,173			-			71,753,173

Operating expenses
Management and advisory fees		-			8,977,412			-			8,977,412
Interest and other debt expenses		3,378,835			5,041,804			-			8,420,639
Legal fees, professional fees and due diligence expenses		1,039,823			528,952			-			1,568,775
Administration expenses		-			782,437			-			782,437
Insurance expense		57,606			115,195			-			172,801
Director fees		54,080			111,760			-			165,840
Custody fees		1,750			137,500			-			139,250
Other operating expenses		490,449			825,754			-			1,316,203
Total expenses		5,022,543			16,520,814			-			21,543,357

Net investment income (loss)		(5,022,543	)		55,232,359			-			50,209,816

Net realized and unrealized gain (loss) on investments and foreign currency
Net realized gain (loss):
Investments in companies less than 5% owned		-			(9,449,473	)		-			(9,449,473	)
Investments in companies 5% to 25% owned		-			790			-			790
Investments in companies more than 5% owned		-			19,167			-			19,167
Net realized loss		-			(9,429,516	)		-			(9,429,516	)
Change in net unrealized appreciation/depreciation		-			7,650,079			-			7,650,079
Net realized and unrealized loss		-			(1,779,437	)		-			(1,779,437	)

Net increase (decrease) in net assets from operations		(5,022,543)			53,452,922			-			48,430,379

Interest in earnings of subsidiary		44,532,480			-			(44,532,480	)		-
Gain on repurchase of Series A preferred interests		-			1,675,000			-			1,675,000
Dividends paid on Series A preferred equity facility		-			(791,095	)		-			(791,095	)
Net change in accumulated dividends on Series A preferred equity facility		-			99,249			-			99,249
Distributions of incentive allocation to the General Partner from net investment income		-			-			(9,903,596	)		(9,903,596	)
Net increase in net assets resulting from operations	$	39,509,937		$	54,436,076		$	(54,436,076	)	$	39,509,937

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Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The information contained in this section should be read in conjunction with our unaudited consolidated financial statements and related notes thereto appearing elsewhere in this quarterly report on Form 10-Q. Some of the statements in this report (including in the following discussion) constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which relate to future events or the future performance or financial condition of TCP Capital Corp. (the “Holding Company”). For simplicity, this report uses the terms “Company,” “we,” “us” and “our” to include the Holding Company and, where appropriate in the context, Special Value Continuation Partners, LP (the “Operating Company”), on a consolidated basis. The forward-looking statements contained in this report involve a number of risks and uncertainties, including statements concerning:

•	our, or our portfolio companies’, future business, operations, operating results or prospects;

•	the return or impact of current and future investments;

•	the impact of a protracted decline in the liquidity of credit markets on our business;

•	the impact of fluctuations in interest rates on our business;

•	the impact of changes in laws or regulations governing our operations or the operations of our portfolio companies;

•	our contractual arrangements and relationships with third parties;

•	the general economy and its impact on the industries in which we invest;

•	the financial condition of and ability of our current and prospective portfolio companies to achieve their objectives;

•	our expected financings and investments;

•	the adequacy of our financing resources and working capital;

•	the ability of our investment adviser to locate suitable investments for us and to monitor and administer our investments;

•	the timing of cash flows, if any, from the operations of our portfolio companies;

•	the timing, form and amount of any dividend distributions; and

•	our ability to maintain our qualification as a regulated investment company and as a business development company.

We use words such as “anticipate,” “believe,” “expect,” “intend,” “will,” “should,” “could,” “may,” “plan” and similar words to identify forward-looking statements. The forward looking statements contained in this annual report involve risks and uncertainties. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth as “Risk Factors” in this report.

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We have based the forward-looking statements included in this report on information available to us on the date of this report, and we assume no obligation to update any such forward-looking statements. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we have filed or in the future may file with the SEC, including annual reports on Form 10-K, registration statements on Form N-2, quarterly reports on Form 10-Q and current reports on Form 8-K.

Overview

The Holding Company is a Delaware corporation formed on April 2, 2012 and is an externally managed, closed-end, non-diversified management investment company. The Holding Company was formed through the conversion of a pre-existing closed-end investment company. The Holding Company elected to be treated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). Our investment objective is to seek to achieve high total returns through current income and capital appreciation, with an emphasis on principal protection. We invest primarily in the debt of middle-market companies as well as small businesses, including senior secured loans, junior loans, mezzanine debt and bonds. Such investments may include an equity component, and, to a lesser extent, we may make equity investments directly. Investment operations are conducted either in Special Value Continuation Partners, LP, a Delaware Limited Partnership (the “Operating Company”), of which the Holding Company owns 100% of the common limited partner interests, or in one of the Operating Company’s wholly-owned subsidiaries, TCPC Funding I, LLC (“TCPC Funding”) and TCPC SBIC, LP (the “SBIC”). The Operating Company has also elected to be treated as a BDC under the 1940 Act. The General Partner of the Operating Company is SVOF/MM, LLC (“SVOF/MM”), which also serves as the administrator (the “Administrator”) of the Holding Company and the Operating Company. The managing member of SVOF/MM is Tennenbaum Capital Partners, LLC (the “Advisor”), which serves as the investment manager to the Holding Company, the Operating Company, TCPC Funding, and the SBIC. Most of the equity interests in the General Partner are owned directly or indirectly by the Advisor and its employees. The SBIC was organized as a Delaware limited partnership in June 2013. On April 22, 2014, the SBIC received a license from the United States Small Business Administration (the “SBA”) to operate as a small business investment company under the provisions of Section 301(c) of the Small Business Investment Act of 1958.

The Holding Company has elected to be treated as a regulated investment company (“RIC”) for U.S. federal income tax purposes. As a RIC, the Holding Company will not be taxed on its income to the extent that it distributes such income each year and satisfies other applicable income tax requirements. The Operating Company, TCPC Funding, and the SBIC have elected to be treated as partnerships for U.S. federal income tax purposes.

Our leverage program is comprised of $116.0 million in available debt under a senior secured revolving credit facility issued by the Operating Company (the “SVCP Revolver”), a $100.5 million term loan issued by the Operating Company (the “Term Loan” and together with the SVCP Revolver, the “SVCP Facility”), $350.0 million in available debt under a senior secured revolving credit facility issued by TCPC Funding (the “TCPC Funding Facility”), $108.0 million in convertible senior unsecured notes issued by the Holding Company (the “Convertible Notes”) and $75.0 million in committed leverage from the SBA (the “SBA Program” and, together with the SVCP Facility, the TCPC Funding Facility and the Convertible Notes the “Leverage Program”). Prior to the repurchase and retirement of the remaining preferred interests on September 3, 2015, the Leverage Program also included amounts outstanding under a preferred equity facility issued by the Operating Company (the “Preferred Interests”).

To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements and timely distribute to our stockholders generally at least 90% of our investment company taxable income, as defined by the Internal Revenue Code of 1986, as amended, for each year. Pursuant to this election, we generally will not have to pay corporate level taxes on any income that we distribute to our stockholders provided that we satisfy those requirements.

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Investments

Our level of investment activity can and does vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to middle-market companies, the level of merger and acquisition activity, the general economic environment and the competitive environment for the types of investments we make.

As a BDC, we are required to comply with certain regulatory requirements. For instance, we generally have to invest at least 70% of our total assets in “qualifying assets,” including securities and indebtedness of private U.S. companies, public U.S. operating companies whose securities are not listed on a national securities exchange or registered under the Securities Exchange Act of 1934, as amended, public domestic operating companies having a market capitalization of less than $250.0 million, cash, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less. We are also permitted to make certain follow-on investments in companies that were eligible portfolio companies at the time of initial investment but that no longer meet the definition. As of June 30, 2016, 81.8% of our total assets were invested in qualifying assets.

Revenues

We generate revenues primarily in the form of interest on the debt we hold. We also generate revenue from dividends on our equity interests, capital gains on the disposition of investments, and certain lease, fee, and other income. Our investments in fixed income instruments generally have an expected maturity of three to five years, although we have no lower or upper constraint on maturity. Interest on our debt investments is generally payable quarterly or semi-annually. Payments of principal of our debt investments may be amortized over the stated term of the investment, deferred for several years or due entirely at maturity. In some cases, our debt investments and preferred stock investments may defer payments of cash interest or dividends or PIK. Any outstanding principal amount of our debt investments and any accrued but unpaid interest will generally become due at the maturity date. In addition, we may generate revenue in the form of prepayment fees, commitment, origination, structuring or due diligence fees, end-of-term or exit fees, fees for providing significant managerial assistance, consulting fees and other investment related income.

Expenses

Our primary operating expenses include the payment of a base management fee and, depending on our operating results, incentive compensation, expenses reimbursable under the management agreement, administration fees and the allocable portion of overhead under the administration agreement. The base management fee and incentive compensation remunerates the Advisor for work in identifying, evaluating, negotiating, closing and monitoring our investments. Our administration agreement with SVOF/MM, LLC (the “Administrator”) provides that the Administrator may be reimbursed for costs and expenses incurred by the Administrator for office space rental, office equipment and utilities allocable to us under the administration agreement, as well as any costs and expenses incurred by the Administrator or its affiliates relating to any non-investment advisory, administrative or operating services provided by the Administrator or its affiliates to us. We also bear all other costs and expenses of our operations and transactions (and the Holding Company’s common stockholders indirectly bear all of the costs and expenses of the Holding Company, the Operating Company, TCPC Funding and the SBIC), which may include those relating to:

•	our organization;

•	calculating our net asset value (including the cost and expenses of any independent valuation firms);

•	interest payable on debt, if any, incurred to finance our investments;

•	costs of future offerings of our common stock and other securities, if any;

•	the base management fee and any incentive compensation;

•	dividends and distributions on our preferred shares, if any, and common shares;

•	administration fees payable under the administration agreement;

•	fees payable to third parties relating to, or associated with, making investments;

•	transfer agent and custodial fees;

•	registration fees;

•	listing fees;

•

taxes;

•	director fees and expenses;

•	costs of preparing and filing reports or other documents with the SEC;

•	costs of any reports, proxy statements or other notices to our stockholders, including printing costs;

•	our fidelity bond;

•	directors and officers/errors and omissions liability insurance, and any other insurance premiums;

•	indemnification payments;

•	direct costs and expenses of administration, including audit and legal costs; and

•

all other expenses reasonably incurred by us and the Administrator in connection with administering our business, such as the allocable portion of overhead under the administration agreement, including rent and other allocable portions of the cost of certain of our officers and their respective staffs.

The investment management agreement provides that the base management fee be calculated at an annual rate of 1.5% of our total assets (excluding cash and cash equivalents) payable quarterly in arrears. For purposes of calculating the base management fee, “total assets” is determined without deduction for any borrowings or other liabilities. The base management fee is calculated based on the value of our total assets (excluding cash and cash equivalents) at the end of the most recently completed calendar quarter.

Additionally, the investment management agreement and the Amended and Restated Limited Partnership Agreement provide that the Advisor or its affiliates may be entitled to incentive compensation under certain circumstances. According to the terms of such agreements, no incentive compensation was incurred prior to January 1, 2013. Beginning January 1, 2013, the incentive compensation equals the sum of (1) 20% of all ordinary income since January 1, 2013 and (2) 20% of all net realized capital gains (net of any net unrealized capital depreciation) since January 1, 2013, with each component being subject to a total return requirement of 8% of contributed common equity annually. The incentive compensation is payable to the General Partner by the Operating Company pursuant to the Amended and Restated Limited Partnership Agreement. If the Operating Company is terminated or for any other reason incentive compensation is not paid by the Operating Company, it would be paid pursuant to the investment management agreement between us and the Advisor. The determination of incentive compensation is subject to limitations under the 1940 Act and the Advisers Act.

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Critical accounting policies

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual results to differ. Management considers the following critical accounting policies important to understanding the financial statements. In addition to the discussion below, our critical accounting policies are further described in the notes to our financial statements.

Valuation of portfolio investments

We value our portfolio investments at fair value based upon the principles and methods of valuation set forth in policies adopted by our board of directors. Fair value is defined as the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date. Market participants are buyers and sellers in the principal (or most advantageous) market for the asset that (i) are independent of us, (ii) are knowledgeable, having a reasonable understanding about the asset based on all available information (including information that might be obtained through due diligence efforts that are usual and customary), (iii) are able to transact for the asset, and (iv) are willing to transact for the asset or liability (that is, they are motivated but not forced or otherwise compelled to do so).

Investments for which market quotations are readily available are valued at such market quotations unless the quotations are deemed not to represent fair value. We generally obtain market quotations from recognized exchanges, market quotation systems, independent pricing services or one or more broker-dealers or market makers. However, short term debt investments with remaining maturities within 90 days are generally valued at amortized cost, which approximates fair value. Debt and equity securities for which market quotations are not readily available, which is the case for many of our investments, or for which market quotations are deemed not to represent fair value, are valued at fair value using a consistently applied valuation process in accordance with our documented valuation policy that has been reviewed and approved by our board of directors, who also approve in good faith the valuation of such securities as of the end of each quarter. Due to the inherent uncertainty and subjectivity of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may differ significantly from the values that would have been used had a readily available market value existed for such investments and may differ materially from the values that we may ultimately realize. In addition, changes in the market environment and other events may have differing impacts on the market quotations used to value some of our investments than on the fair values of our investments for which market quotations are not readily available. Market quotations may be deemed not to represent fair value in certain circumstances where we believe that facts and circumstances applicable to an issuer, a seller or purchaser, or the market for a particular security cause current market quotations to not reflect the fair value of the security. Examples of these events could include cases where a security trades infrequently causing a quoted purchase or sale price to become stale, where there is a “forced” sale by a distressed seller, where market quotations vary substantially among market makers, or where there is a wide bid-ask spread or significant increase in the bid-ask spread.

The valuation process approved by our board of directors with respect to investments for which market quotations are not readily available or for which market quotations are deemed not to represent fair value is as follows:

•	The investment professionals of the Advisor provide recent portfolio company financial statements and other reporting materials to independent valuation firms approved by our board of directors.

•	Such firms evaluate this information along with relevant observable market data to conduct independent appraisals each quarter, and their preliminary valuation conclusions are documented and discussed with senior management of the Advisor.

•	The fair value of smaller investments comprising in the aggregate less than 5% of our total capitalization may be determined by the Advisor in good faith in accordance with our valuation policy without the employment of an independent valuation firm.

•

The audit committee of the board of directors discusses the valuations, and the board of directors approves the fair value of the investments in our portfolio in good faith based on the input of the Advisor, the respective independent valuation firms (to the extent applicable) and the audit committee of the board of directors.

Those investments for which market quotations are not readily available or for which market quotations are deemed not to represent fair value are valued utilizing a market approach, an income approach, or both approaches, as appropriate. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. In following these approaches, the types of factors that we may take into account in determining the fair value of our investments include, as relevant and among other factors: available current market data, including relevant and applicable market trading and transaction comparables, applicable market yields and multiples, security covenants, call protection provisions, information rights, the nature and realizable value of any collateral, the portfolio company’s ability to make payments, its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are public, merger and acquisition comparables, our principal market (as the reporting entity) and enterprise values.

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When valuing all of our investments, we strive to maximize the use of observable inputs and minimize the use of unobservable inputs. Inputs refer broadly to the assumptions that market participants would use in pricing an asset, including assumptions about risk. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on market data obtained from sources independent of us. Unobservable inputs are inputs that reflect our assumptions about the assumptions market participants would use in pricing an asset or liability developed based on the best information available in the circumstances.

Our investments may be categorized based on the types of inputs used in their valuation. The level in the GAAP valuation hierarchy in which an investment falls is based on the lowest level input that is significant to the valuation of the investment in its entirety. Investments are classified by GAAP into the three broad levels as follows:

Level 1 — Investments valued using unadjusted quoted prices in active markets for identical assets.

Level 2 — Investments valued using other unadjusted observable market inputs, e.g. quoted prices in markets that are not active or quotes for comparable instruments.

Level 3 — Investments that are valued using quotes and other observable market data to the extent available, but which also take into consideration one or more unobservable inputs that are significant to the valuation taken as a whole.

As of June 30, 2016, none of our investments were categorized as Level 1, 6.6% were categorized as Level 2, 93.2% were Level 3 investments valued based on valuations by independent third party sources, and 0.2% were Level 3 investments valued based on valuations by the Advisor.

Determination of fair value involves subjective judgments and estimates. Accordingly, the notes to our financial statements express the uncertainty with respect to the possible effect of such valuations, and any change in such valuations, on the financial statements.

Revenue recognition

Certain of our debt investments are purchased at a discount to par as a result of the underlying credit risks and financial results of the issuer, as well as general market factors that influence the financial markets as a whole. Discounts on the acquisition of corporate bonds are generally amortized using the effective-interest or constant-yield method assuming there are no questions as to collectability. When principal payments on a loan are received in an amount in excess of the loan’s amortized cost, the excess principal payments are recorded as interest income.

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Net realized gains or losses and net change in unrealized appreciation or depreciation

We measure realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized. Realized gains and losses are computed using the specific identification method. Net change in unrealized appreciation or depreciation reflects the change in portfolio investment values during the reporting period, including the reversal of previously recorded unrealized appreciation or depreciation when gains or losses are realized.

Portfolio and investment activity

During the three months ended June 30, 2016, we invested approximately $119.1 million, comprised of new investments in five new and four existing portfolio companies, as well as draws made on existing commitments and PIK received on prior investments. Of these investments, 93.8% were in senior secured debt comprised of senior loans ($88.5 million, or 74.3% of total acquisitions) and senior secured notes ($23.2 million, or 19.5% of total acquisitions). The remaining $7.4 million (6.2% of total acquisitions) were comprised of $7.3 million in equity interests in two portfolios of debt and lease assets, as well as $0.1 million in a warrant position received in connection with a debt investment. Additionally, we received approximately $119.9 million in proceeds from sales or repayments of investments during the three months ended June 30, 2016.

During the three months ended June 30, 2015, we invested approximately $196.0 million, comprised of new investments in 7 new and 11 existing portfolio companies, as well as draws made on existing commitments and PIK received on prior investments. Of these investments, 99.6% were in senior secured debt, comprised of senior loans ($165.6 million, or 84.5% of total acquisitions) and senior secured notes ($29.6 million, or 15.1% of total acquisitions). The remaining $0.8 million (0.4% of total acquisitions) were equity investments. Additionally, we received approximately $189.7 million in proceeds from sales or repayments of investments during the three months ended June 30, 2015.

During the six months ended June 30, 2016, we invested approximately $233.2 million, comprised of new investments in nine new and six existing portfolio companies, as well as draws made on existing commitments and PIK received on prior investments. Of these investments, 94.3% were in senior secured debt comprised of senior loans ($180.4 million, or 77.3% of total acquisitions) and senior secured notes ($39.6 million, or 17.0% of total acquisitions). The remaining $13.2 million (5.7% of total acquisitions) were comprised of $12.3 million in equity interests in two portfolios of debt and lease assets, as well as $0.9 million in two warrant positions received in connection with debt investments. Additionally, we received approximately $186.0 million in proceeds from sales or repayments of investments during the six months ended June 30, 2016.

During the six months ended June 30, 2015 we invested approximately $302.8 million, comprised of new investments in 9 new and 18 existing portfolio companies, as well as draws made on existing commitments and PIK received on prior investments. Of these investments, 99.7% were in senior secured debt, comprised of senior loans ($262.6 million, or 86.7% of total acquisitions) and senior secured notes ($39.4 million, or 13.0% of total acquisitions). The remaining $0.8 million (0.3% of total acquisitions) were equity investments. Additionally, we received approximately $240.2 million in proceeds from sales or repayments of investments during the six months ended June 30, 2015.

At June 30, 2016, our investment portfolio of $1,231.5 million (at fair value) consisted of 89 portfolio companies and was invested 95.5% in debt investments, substantially all of which was in senior secured debt. In aggregate, our investment portfolio was invested 79.8% in senior secured loans, 15.7% in senior secured notes and 4.5% in equity investments. Our average portfolio company investment at fair value was approximately $13.8 million. Our largest portfolio company investment by value was approximately $45.4 million and our five largest portfolio company investments by value comprised approximately 15.3% of our portfolio at June 30, 2016.

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At December 31, 2015, our investment portfolio of $1,182.9 million (at fair value) consisted of 88 portfolio companies and was invested 95.5% in debt investments, of which 99.9% was in senior secured debt and 0.1% in unsecured and subordinated debt. In aggregate, our investment portfolio was invested 81.5% in senior secured loans, 14.0% in senior secured notes, 0.1% in unsecured and subordinated debt, and 4.4% in equity investments. Our average portfolio company investment at fair value was approximately $13.4 million. Our largest portfolio company investment by value was approximately $43.3 million and our five largest portfolio company investments by value comprised approximately 15.7% of our portfolio at December 31, 2015.

The industry composition of our portfolio at fair value at June 30, 2016 was as follows:

Industry	Percent of Total Investments
Software Publishing		18.8	%
Nondepository Credit Intermediation		6.2	%
Business Support Services		4.7	%
Other Information Services		4.5	%
Computer Systems Design and Related Services		4.5	%
Air Transportation		4.3	%
Scientific Research and Development Services		3.2	%
Financial Investment Activities		3.1	%
Chemicals		2.9	%
Insurance Related Activities		2.8	%
Wired Telecommunications Carriers		2.7	%
Textile Furnishings Mills		2.5	%
Retail		2.3	%
Advertising and Public Relations Services		2.3	%
Data Processing and Hosting Services		2.3	%
Utility System Construction		2.0	%
Management, Scientific, and Technical Consulting Services		1.9	%
Insurance Carriers		1.9	%
Equipment Leasing		1.9	%
Apparel Manufacturing		1.8	%
Electronic Component Manufacturing		1.8	%
Other Manufacturing		1.7	%
Radio and Television Broadcasting		1.6	%
Hospitals		1.6	%
Lessors of Nonfinancial Licenses		1.5	%
Other Publishing		1.5	%
Communications Equipment Manufacturing		1.4	%
Computer Equipment Manufacturing		1.3	%
Restaurants		1.3	%
Other Telecommunications		1.0	%
Other		8.7	%
Total		100.0	%

The weighted average effective yield of the debt securities in our portfolio was 11.00% at June 30, 2016 and 10.95% at December 31, 2015. At June 30, 2016, 79.6% of our debt investments bore interest based on floating rates, such as LIBOR, EURIBOR, the Federal Funds Rate or the Prime Rate, and 20.4% bore interest at fixed rates. The percentage of our floating rate debt investments that bore interest based on an interest rate floor was 70.1% at June 30, 2016. At December 31, 2015, 80.4% of our debt investments bore interest based on floating rates, such as LIBOR, EURIBOR, the Federal Funds Rate or the Prime Rate, and 19.6% bore interest at fixed rates. The percentage of our floating rate debt investments that bore interest based on an interest rate floor was 77.9% at December 31, 2015.

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Results of operations

Investment income

Investment income totaled $35.6 million and $38.9 million, respectively, for the three months ended June 30, 2016 and 2015, of which $34.8 million and $37.5 million were attributable to interest and fees on our debt investments, $0.6 million and $0.3 million to lease income, and $0.2 million and $1.1 million to other income, respectively. Included in interest and fees on our debt investments were $2.0 million and $4.8 million of non-recurring income related to prepayments for the three months ended June 30, 2016 and 2015, respectively. The decrease in investment income in the three months ended June 30, 2016 compared to the three months ended June 30, 2015 reflects a decrease in interest income due to the lower non-recurring income related to a lower level of prepayments and other income in the three months ended June 30, 2016 compared to the three months ended June 30, 2015, partially offset by an increase in lease income.

Investment income totaled $70.2 million and $71.8 million, respectively, for the six months ended June 30, 2016 and 2015, of which $67.6 million and $69.1 million were attributable to interest and fees on our debt investments, $1.5 million and $0.6 million to lease income and $1.1 million and $2.1 million to other income, respectively. Included in interest and fees on our debt investments were $2.9 million and $5.0 million of non-recurring income related to prepayments for the six months ended June 30, 2016 and 2015, respectively. The decrease in investment income in the six months ended June 30, 2016 compared to the six months ended June 30, 2015 reflects a decrease in interest income due to the lower non-recurring income related to the lower level of prepayments and other income in the six months ended June 30, 2016 compared to the six months ended June 30, 2015, partially offset by an increase in lease income.

Expenses

Total operating expenses for the three months ended June 30, 2016 and 2015 were $12.5 million and $11.7 million respectively, comprised of $5.8 million and $4.3 million in interest expense and related fees, $4.7 million and $4.6 million in base management fees, $0.7 million and $1.3 million in legal and other professional fees, $0.4 million and $0.4 million in administrative expenses, and $0.9 million and $1.1 million in other expenses, respectively. The increase in expenses in the three months ended June 30, 2016 compared to the three months ended June 30, 2015 primarily reflects higher interest expense due to the conversion of the Preferred Interests to term debt, the increase in LIBOR, and other costs related to the increase in available and outstanding debt.

Total operating expenses for the six months ended June 30, 2016 and 2015 were $24.2 million and $21.5 million, respectively, comprised of $9.2 million and $9.0 million in base management fees, $1.2 million and $1.6 million in legal and professional fees, $11.4 million and $8.4 million in interest expense and related fees, $0.8 million and $0.8 million in administrative expenses, and $1.6 million and $1.7 million in other expenses, respectively. The increase in expenses in the six months ended June 30, 2016 compared to the six months ended June 30, 2015 primarily reflects the increase in interest expense and other costs related to the increase in available and outstanding debt, and the higher average interest rate following the issuance of the Convertible Notes and the increase in LIBOR.

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Net investment income

Net investment income was $23.1 million and $27.3 million, respectively, for the three months ended June 30, 2016 and 2015. The decrease in net investment income in the three months ended June 30, 2016 compared to the three months ended June 30, 2015 primarily reflects the increase in expenses and the decrease in investment income in the three months ended June 30, 2016.

Net investment income was $46.0 million and $50.2 million, respectively, for the six months ended June 30, 2016 and 2015. The decrease in net investment income in the six months ended June 30, 2016 compared to the six months ended June 30, 2015 primarily reflects the increase in expenses and the decrease in investment income in the six months ended June 30, 2016.

Net realized and unrealized gain or loss

Net realized losses for the three months ended June 30, 2016 and 2015 were $0.7 million and $9.3 million, respectively. The net realized loss during the three months ended June 30, 2015 was due primarily to the restructure of our loan to Edmentum, in which we received new debt and equity in a delevered company.

For the three months ended June 30, 2016 and 2015, the change in net unrealized appreciation/depreciation was an increase of $3.4 million and an increase of $7.1 million, respectively. The change in net unrealized appreciation/depreciation for the three months ended June 30, 2016 was comprised primarily of mark-to-market adjustments resulting from narrower market yield spreads during the quarter and a $1.6 million gain on our loan to MD America Energy, LLC which we sold back to the company after quarter end, partially offset by certain net markdowns. The change in net unrealized appreciation/depreciation for the three months ended June 30, 2015 was primarily due to the reversal of the previous unrealized loss on our loan to Edmentum as well as various mark-to-market adjustments during the period.

Net realized losses for the six months ended June 30, 2016 and 2015 were $3.3 million and $9.4 million, respectively. The net realized loss during the six months ended June 30, 2016 was due primarily to the taxable reorganization of our investment in Boomerang Tube, LLC. The net realized loss during the six months ended June 30, 2015 was due primarily to the restructure of our loan to Edmentum, in which we received new debt and equity in a delevered company.

For the six months ended June 30, 2016 and 2015, the change in net unrealized appreciation/depreciation was a decrease of $0.8 million and an increase of $7.7 million, respectively. The increase in net unrealized appreciation/depreciation for the six months ended June 30, 2015 were primarily due to reversals of prior period unrealized depreciation.

Income tax expense, including excise tax

The Holding Company has elected to be treated as a RIC under Subchapter M of the Internal Revenue Code (“the Code”) and operates in a manner so as to qualify for the tax treatment applicable to RICs. To qualify as a RIC, the Holding Company must, among other things, timely distribute to its stockholders generally at least 90% of its investment company taxable income, as defined by the Code, for each year. The Company has made and intends to continue to make the requisite distributions to its stockholders which will generally relieve the Company from U.S. federal income taxes.

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Depending on the level of taxable income earned in a tax year, we may choose to carry forward taxable income in excess of current year dividend distributions from such current year taxable income into the next tax year and pay a 4% excise tax on such income. Any excise tax expense is recorded at year end as such amounts are known. There was no U.S. federal excise tax recorded during the three and six months ended June 30, 2016 and 2015.

Gain on repurchase of Series A preferred interests

Gains on repurchase of Series A preferred interests for the three and six months ended June 30, 2016 and 2015 were $0.0 million and $1.7 million, respectively. The gain on repurchase of Series A preferred interests during the three and six months ended June 30, 2015 was due to the repurchase of 1,675 Preferred Interests on June 30, 2015 at a price of $31.8 million.

Dividends to preferred equity holders

Dividends on the Preferred Interests for the three months ended June 30, 2016 and 2015 were $0.0 million and $0.4 million, respectively. Dividends on the Preferred Interests for the six months ended June 30, 2016 and 2015 were $0.0 million and $0.8 million, respectively. The decrease in dividends on Preferred Interests during the three and six months ended June 30, 2016 compared to the three and six months ended June 30, 2015 was due to the repurchase and retirement of all remaining Preferred Interests during 2015.

Incentive compensation

Incentive compensation distributable to the General Partner for the three months ended June 30, 2016 and 2015 was $4.6 million and $5.4 million, respectively. Incentive compensation distributable to the General Partner for the six months ended June 30, 2016 and 2015 was $9.2 million and $9.9 million, respectively. Incentive compensation for the three and six months ended June 30, 2016 and 2015 was distributable due to our performance exceeding the total return threshold. The change in reserve for incentive compensation to the General Partner for the three and six months ended June 30, 2016 and 2015 was $0.0 million and $0.0 million, respectively. The change in reserve for incentive compensation for the three and six months ended June 30, 2016 and 2015 represents the change in the amount in excess of distributable incentive compensation which would have been earned by the General Partner had we liquidated at net asset value at June 30, 2016 and 2015, respectively.

Net increase in net assets applicable to common shareholders resulting from operations

The net increase in net assets applicable to common shareholders resulting from operations was $21.2 million and $20.9 million for the three months ended June 30, 2016 and 2015, respectively. The higher net increase in net assets applicable to common shareholders resulting from operations during the three months ended June 30, 2016 is primarily due to the net realized and unrealized gains during the three months ended June 30, 2016 compared to the net realized and unrealized losses during the three months ended June 30, 2015, partially offset by lower net investment income during the three months ended June 30, 2016 compared to the three months June 30, 2015. The net increase in net assets applicable to common shareholders resulting from operations was $32.7 million and $39.5 million for the six months ended June 30, 2016 and 2015, respectively. The lower net increase in net assets applicable to common shareholders resulting from operations during the six months ended June 30, 2016 is primarily due to the higher net realized and unrealized losses and lower net investment income in the six months ended June 30, 2016 compared to the six months ended June 30, 2015.

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Liquidity and capital resources

Since our inception, our liquidity and capital resources have been generated primarily through the initial private placement of common shares of SVCF (the predecessor entity) which were subsequently converted to common stock of the Holding Company, the net proceeds from the initial and secondary public offerings of our common stock, amounts outstanding under our Leverage Program, and cash flows from operations, including investments sales and repayments and income earned from investments and cash equivalents. The primary uses of cash have been investments in portfolio companies, cash distributions to our equity holders, payments to service our Leverage Program and other general corporate purposes.

The following table summarizes the total shares issued and proceeds received in offerings of the Company’s common stock net of underwriting discounts and offering costs as well as shares issued in connection with the Company’s dividend reinvestment plan for the six months ended June 30, 2016.

	Shares Issued		Price Per Share			Net Proceeds
Shares issued from dividend reinvestment plan		311	$	15.08	*	$	4,691
Shares issued from conversion of convertible debt ^†		2,011,900		15.02			-

*	Weighted-average price per share.

†

On April 18, 2016, the Company issued $30.0 million in aggregate principal amount of a 5.25% convertible senior unsecured note due 2021 to CNO Financial Investments Corp. (the “CNO Note”). On June 7, 2016, the Company issued 2,011,900 shares of its common stock pursuant to the full conversion, at the holder’s option, of the $30.0 million in aggregate principal amount (plus accrued interest) of the CNO Note. The CNO Note was converted at a price of $15.02 per share of common stock. No placement agent or underwriting fees were incurred in connection with the issuance or the conversion of the CNO Note.

	Shares Issued		Price Per Share			Net Proceeds
At-the-market offerings		248,614	$	15.87	*	$	3,946,066
Shares issued from dividend reinvestment plan		555		14.62	*		8,116

*	Weighted-average price per share.

On October 3, 2014, we entered into an at-the-market equity offering program (the “ATM Program”) with Raymond James & Associates Inc. through which we may offer and sell, by means of at-the-market offerings from time to time, shares of our common stock having an aggregate offering price of up to $100,000,000.

On February 24, 2015, the Company’s board of directors approved a stock repurchase plan (the “Company Repurchase Plan”) to acquire up to $50.0 million in the aggregate of the Company’s common stock at prices at certain thresholds below the Company’s net asset value per share, in accordance with the guidelines specified in Rule 10b-18 and Rule 10b5-1 of the Securities Exchange Act of 1934. The Company Repurchase Plan is designed to allow the Company to repurchase its common stock at times when it otherwise might be prevented from doing so under insider trading laws. The Company Repurchase Plan requires an agent selected by the Company to repurchase shares of common stock on the Company’s behalf if and when the market price per share is at certain thresholds below the most recently reported net asset value per share. Under the plan, the agent will increase the volume of purchases made if the price of the Company’s common stock declines, subject to volume restrictions. The timing and amount of any stock repurchased depends on the terms and conditions of the Company Repurchase Plan, the market price of the common stock and trading volumes, and no assurance can be given that any particular amount of common stock will be repurchased. The Company Repurchase Plan was re-approved on May 4, 2016, and, unless further extended or terminated by our board of directors, we expect that the Company Repurchase Plan will be in effect through the earlier of two trading days after our second quarter 2016 earnings release or such time as the approved $50.0 million repurchase amount has been fully utilized, subject to certain conditions. The following table summarizes the total shares repurchased and amounts paid by the Company under the Company Repurchase Plan, including broker fees, for the six months ended June 30, 2016:

	Shares Repurchased				Price Per Share				Total Cost
Company Repurchase Plan			141,896			$	13.25	*		$	1,879,548

*	Weighted-average price per share

Total leverage outstanding and available under the combined Leverage Program at June 30, 2016 were as follows:

	Maturity	Rate		Carrying Value^*			Available		Total Capacity
SVCP Facility
SVCP Revolver	2018	L+1.75	%^†	$	78,000,000		$	38,000,000	$	116,000,000
Term Loan	2018	L+1.75	%^†		100,500,000			—		100,500,000
Convertible Notes ($108 million par)	2019	5.25	%		106,326,024			—		106,326,024
TCPC Funding Facility	2020	L+2.50	%^†‡		175,000,000			175,000,000		350,000,000
SBA Debentures	2024-2026	2.81	%^§		61,000,000			14,000,000		75,000,000	^**
Total leverage					520,826,024		$	227,000,000	$	747,826,024
Unamortized issuance costs					(4,164,808	)
Debt, net of unamortized issuance costs				$	516,661,216

*	Except for the Convertible Notes, all carrying values are the same as the principal amounts outstanding.

†	Based on either LIBOR or the lender’s cost of funds, subject to certain limitations

‡	Or L+2.25% subject to certain funding requirements

**	Anticipated total capacity of $150.0 million, subject to approval by the SBA following complete funding of our initial $75.0 million commitment.

On July 13, 2015, we obtained exemptive relief from the SEC to permit us to exclude the debt of our SBA Debentures from our 200% asset coverage test under the 1940 Act. The exemptive relief provides us with increased flexibility under the 200% asset coverage test by permitting the SBIC to borrow up to $150.0 million more than it would otherwise be able to absent the receipt of this exemptive relief. The SBIC currently has a $75.0 million commitment from the SBA. Once this commitment is fully drawn, the SBIC intends to submit an application to the SBA for an additional $75.0 million commitment.

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Net cash used in operating activities during the six months ended June 30, 2016 was $7.4 million. Our primary use of cash in operating activities during this period consisted of the settlement of acquisitions of investments (net of dispositions) of $43.8 million, partially offset by net investment income less incentive allocation (net of non-cash income and expenses) of approximately $36.4 million.

Net cash provided by financing activities was $10.1 million during the six months ended June 30, 2016, consisting primarily of $30.0 million from proceeds from the issuance of the CNO Note (which was subsequently converted to common equity) and $18.2 million of net borrowings reduced by the $35.8 million in regular dividends on common equity, $1.9 million in common shares repurchases, and payment of $0.4 million in debt issuance costs.

At June 30, 2016, we had $38.3 million in cash and cash equivalents.

The SVCP Facility and the TCPC Funding Facility are secured by substantially all of the assets in our portfolio, including cash and cash equivalents, and are subject to compliance with customary affirmative and negative covenants, including the maintenance of a minimum shareholders’ equity, the maintenance of a ratio of not less than 200% of total assets (less total liabilities other than indebtedness) to total indebtedness, and restrictions on certain payments and issuance of debt. Unfavorable economic conditions may result in a decrease in the value of our investments, which would affect both the asset coverage ratios and the value of the collateral securing the SVCP Facility and the TCPC Funding Facility, and may therefore impact our ability to borrow under the SVCP Facility and the TCPC Funding Facility. In addition to regulatory restrictions that restrict our ability to raise capital, the Leverage Program contains various covenants which, if not complied with, could accelerate repayment of debt, thereby materially and adversely affecting our liquidity, financial condition and results of operations. At June 30, 2016, we were in compliance with all financial and operational covenants required by the Leverage Program.

Unfavorable economic conditions, while potentially creating attractive opportunities for us, may decrease liquidity and raise the cost of capital generally, which could limit our ability to renew, extend or replace the Leverage Program on terms as favorable as are currently included therein. If we are unable to renew, extend or replace the Leverage Program upon the various dates of maturity, we expect to have sufficient funds to repay the outstanding balances in full from our net investment income and sales of, and repayments of principal from, our portfolio company investments, as well as from anticipated debt and equity capital raises, among other sources. Unfavorable economic conditions may limit our ability to raise capital or the ability of the companies in which we invest to repay our loans or engage in a liquidity event, such as a sale, recapitalization or initial public offering. The SVCP Facility, the Convertible Notes and the TCPC Funding Facility mature in July 2018, December 2019, and March 2020, respectively. Any inability to renew, extend or replace the Leverage Program could adversely impact our liquidity and ability to find new investments or maintain distributions to our stockholders.

Challenges in the market are intensified for us by certain regulatory limitations under the Code and the 1940 Act. To maintain our qualification as a RIC, we must satisfy, among other requirements, an annual distribution requirement to pay out at least 90% of our ordinary income and short-term capital gains to our stockholders. Because we are required to distribute our income in this manner, and because the illiquidity of many of our investments may make it difficult for us to finance new investments through the sale of current investments, our ability to make new investments is highly dependent upon external financing. While we anticipate being able to continue to satisfy all covenants and repay the outstanding balances under the Leverage Program when due, there can be no assurance that we will be able to do so, which could lead to an event of default.

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Contractual obligations

In addition to obligations under our Leverage Program, we have entered into several contracts under which we have future commitments. Pursuant to an investment management agreement, the Advisor manages our day-to-day operations and provides investment advisory services to us. Payments under the investment management agreement are equal to a percentage of the value of our gross assets (excluding cash and cash equivalents) and an incentive compensation, plus reimbursement of certain expenses incurred by the Advisor. Under our administration agreement, the Administrator provides us with administrative services, facilities and personnel. Payments under the administration agreement are equal to an allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations to us, and may include rent and our allocable portion of the cost of certain of our officers and their respective staffs. We are responsible for reimbursing the Advisor for due diligence and negotiation expenses, fees and expenses of custodians, administrators, transfer and distribution agents, counsel and directors, insurance, filings and registrations, proxy expenses, expenses of communications to investors, compliance expenses, interest, taxes, portfolio transaction expenses, costs of responding to regulatory inquiries and reporting to regulatory authorities, costs and expenses of preparing and maintaining our books and records, indemnification, litigation and other extraordinary expenses and such other expenses as are approved by the directors as being reasonably related to our organization, offering, capitalization, operation or administration and any portfolio investments, as applicable. The Advisor is not responsible for any of the foregoing expenses and such services are not investment advisory services under the 1940 Act. Either party may terminate each of the investment management agreement and administration agreement without penalty upon not less than 60 days’ written notice to the other.

Distributions

Our quarterly dividends and distributions to common stockholders are recorded on the ex-dividend date. Distributions are declared considering our estimate of annual taxable income available for distribution to stockholders and the amount of taxable income carried over from the prior year for distribution in the current year. We do not have a policy to pay distributions at a specific level and expect to continue to distribute substantially all of our taxable income. We cannot assure stockholders that they will receive any distributions or distributions at a particular level.

The following tables summarize dividends declared for the six months ended June 30, 2016 and 2015:

Date Declared	Record Date	Payment Date	Type	Amount Per Share		Total Amount
February 24, 2016	March 17, 2016	March 31, 2016	Regular	$	0.36	$	17,530,963
May 10, 2016	June 16, 2016	June 30, 2016	Regular		0.36		18,254,229
				$	0.72	$	35,785,192

Date Declared	Record Date	Payment Date	Type	Amount Per Share		Total Amount
March 10, 2015	March 19, 2015	March 31, 2015	Regular	$	0.36	$	17,535,826
May 7, 2015	June 16, 2015	June 30, 2015	Regular		0.36		17,625,370
				$	0.72	$	35,161,196

The following table summarizes the total shares issued in connection with our dividend reinvestment plan for the six months ended June 30, 2016 and 2015:

	2016		2015
Shares Issued		311		253
Average Price Per Share	$	15.08	$	15.64
Proceeds	$	4,691	$	3,962

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We have elected to be taxed as a RIC under Subchapter M of the Code. In order to maintain favorable RIC tax treatment, we must distribute annually to our stockholders at least 90% of our ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any, out of the assets legally available for distribution. In order to avoid certain excise taxes imposed on RICs, we must distribute during each calendar year an amount at least equal to the sum of:

•	98% of our ordinary income (not taking into account any capital gains or losses) for the calendar year;

•	98.2% of the amount by which our capital gains exceed our capital losses (adjusted for certain ordinary losses) for the one-year period generally ending on October 31 of the calendar year; and

•	certain undistributed amounts from previous years on which we paid no U.S. federal income tax.

We may, at our discretion, carry forward taxable income in excess of calendar year distributions and pay a 4% excise tax on this income. If we choose to do so, all other things being equal, this would increase expenses and reduce the amounts available to be distributed to our stockholders. We will accrue excise tax on estimated taxable income as required. In addition, although we currently intend to distribute realized net capital gains (i.e., net long-term capital gains in excess of short-term capital losses), if any, at least annually, out of the assets legally available for such distributions, we may in the future decide to retain such capital gains for investment.

We have adopted an “opt in” dividend reinvestment plan for our common stockholders. As a result, if we declare a dividend or other distribution payable in cash, each stockholder that has not “opted in” to our dividend reinvestment plan will receive such dividends in cash, rather than having their dividends automatically reinvested in additional shares of our common stock.

We may not be able to achieve operating results that will allow us to make dividends and distributions at a specific level or to increase the amount of these dividends and distributions from time to time. Also, we may be limited in our ability to make dividends and distributions due to the asset coverage test applicable to us as a BDC under the 1940 Act and due to provisions in our existing and future credit facilities. If we do not distribute a certain percentage of our income annually, we will suffer adverse tax consequences, including possible loss of favorable RIC tax treatment. In addition, in accordance with U.S. generally accepted accounting principles and tax regulations, we include in income certain amounts that we have not yet received in cash, such as PIK interest, which represents contractual interest added to the loan balance that becomes due at the end of the loan term, or the accrual of original issue or market discount. Since we may recognize income before or without receiving cash representing such income, we may have difficulty meeting the requirement to distribute at least 90% of our investment company taxable income to obtain tax benefits as a RIC and may be subject to an excise tax.

In order to satisfy the annual distribution requirement applicable to RICs, we have the ability to declare a large portion of a dividend in shares of our common stock instead of in cash. As long as a portion of such dividend is paid in cash and certain requirements are met, the entire distribution would be treated as a dividend for U.S. federal income tax purposes.

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Related Parties

We have entered into a number of business relationships with affiliated or related parties, including the following:

•	Each of the Holding Company, the Operating Company, TCPC Funding, and the SBIC has entered into an investment management agreement with the Advisor.

•

The Administrator provides us with administrative services necessary to conduct our day-to-day operations. For providing these services, facilities and personnel, the Administrator may be reimbursed by us for expenses incurred by the Administrator in performing its obligations under the administration agreement, including our allocable portion of the cost of certain of our officers and the Administrator’s administrative staff and providing, at our request and on our behalf, significant managerial assistance to our portfolio companies to which we are required to provide such assistance.

•	We have entered into a royalty-free license agreement with the Advisor, pursuant to which the Advisor has agreed to grant us a non-exclusive, royalty-free license to use the name “TCP.”

•	Pursuant to its limited partnership agreement, the general partner of the Operating Company is SVOF/MM, LLC. SVOF/MM, LLC is an affiliate of the Advisor and the general partners or managing member of certain other funds managed by the Advisor.

The Advisor and its affiliates, employees and associates currently do and in the future may manage other funds and accounts. The Advisor and its affiliates may determine that an investment is appropriate for us and for one or more of those other funds or accounts. Accordingly, conflicts may arise regarding the allocation of investments or opportunities among us and those accounts. In general, the Advisor will allocate investment opportunities pro rata among us and the other funds and accounts (assuming the investment satisfies the objectives of each) based on the amount of committed capital each then has available. The allocation of certain investment opportunities in private placements is subject to independent director approval pursuant to the terms of the co-investment exemptive order applicable to us. In certain cases, investment opportunities may be made other than on a pro rata basis. For example, we may desire to retain an asset at the same time that one or more other funds or accounts desire to sell it or we may not have additional capital to invest at a time the other funds or accounts do. If the Advisor is unable to manage our investments effectively, we may be unable to achieve our investment objective. In addition, the Advisor may face conflicts in allocating investment opportunities between us and certain other entities that could impact our investment returns. While our ability to enter into transactions with our affiliates is restricted under the 1940 Act, we have received an exemptive order from the SEC permitting certain affiliated investments subject to certain conditions. As a result, we may face conflict of interests and investments made pursuant to the exemptive order conditions which could in certain circumstances affect adversely the price paid or received by us or the availability or size of the position purchased or sold by us.

Recent Developments

From July 1, 2016 through August 5, 2016, the Operating Company has invested approximately $26.9 million primarily in five senior secured loans and notes, as well as equity interests in a portfolio of lease assets with a combined effective yield of approximately 9.7%.

On July 13, 2016, we completed a registered direct public offering of 2,336,552 shares of our common stock at a price of $15.09 per share for total gross and net proceeds of $35.3 million. We incurred no placement agent, underwriting or other fees in connection with the transaction. The Adviser paid certain fees to facilitate the transaction, for which it is not seeking reimbursement from the Company.

On August 3, 2016, our board of directors re-approved the Company Repurchase Plan, to be in effect through the earlier of two trading days after our third quarter 2016 earnings release or such time as the approved $50.0 million repurchase amount has been fully utilized, subject to certain conditions.

On August 9, 2016, our board of directors declared a third quarter regular dividend of $0.36 per share payable on September 30, 2016 to stockholders of record as of the close of business on September 16, 2016.

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Item 3:

Quantitative and qualitative disclosure about market risk

We are subject to financial market risks, including changes in interest rates. At June 30, 2016, 79.6% of our debt investments bore interest based on floating rates, such as LIBOR, EURIBOR, the Federal Funds Rate or the Prime Rate. The interest rates on such investments generally reset by reference to the current market index after one to six months. At June 30, 2016, the percentage of our floating rate debt investments that bore interest based on an interest rate floor was 70.1%. Floating rate investments subject to a floor generally reset by reference to the current market index after one to six months only if the index exceeds the floor.

Interest rate sensitivity refers to the change in earnings that may result from changes in the level of interest rates. Because we fund a portion of our investments with borrowings, our net investment income is affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. We assess our portfolio companies periodically to determine whether such companies will be able to continue making interest payments in the event that interest rates increase. There can be no assurances that the portfolio companies will be able to meet their contractual obligations at any or all levels of increases in interest rates.

Based on our June 30, 2016 balance sheet, the following table shows the annual impact on net income (excluding the related incentive compensation impact) of base rate changes in interest rates (considering interest rate floors for variable rate instruments) assuming no changes in our investment and borrowing structure:

Basis Point Change	Interest income			Interest Expense			Net Income
Up 300 basis points	$	27,138,204		$	(12,435,000	)	$	14,703,204
Up 200 basis points		17,433,951			(8,290,000	)		9,143,951
Up 100 basis points		7,767,423			(4,145,000	)		3,622,423
Down 100 basis points		(2,400,582	)		2,700,882			300,300
Down 200 basis points		(2,400,582	)		2,700,882			300,300
Down 300 basis points		(2,400,582	)		2,700,882			300,300

Item 4.

Controls and Procedures

As of the period covered by this report, we, including our chief executive officer and chief financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Based on our evaluation, our management, including the chief executive officer and chief financial officer, concluded that our disclosure controls and procedures were effective in timely alerting management, including the chief executive officer and chief financial officer, of material information about us required to be included in our periodic SEC filings. However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, are based upon certain assumptions about the likelihood of future events and can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. There has not been any change in our internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

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PART II - Other Information

Item 1.

Legal Proceedings

Although we may, from time to time, be involved in litigation arising out of our operations in the normal course of business or otherwise, as of June 30, 2016, we are currently not a party to any pending material legal proceedings.

Item 1A.

Risk Factors

There have been no material changes from the risk factors previously disclosed in our most recent annual report on Form 10-K, as filed with the Securities and Exchange Commission on February 29, 2016.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3.

Defaults Upon Senior Securities.

None.

Item 4:

Mine Safety Disclosures.

None.

Item 5:

Other Information.

None.

Item 6:

Exhibits

Number		Description
3.1		Articles of Incorporation of the Registrant (1)
3.2		Bylaws of the Registrant (2)
31.1		Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934*
31.2		Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934*
32.1		Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U. S. C. 1350)*

* Filed herewith.

(1)

Incorporated by reference to Exhibit (a)(2) to the Registrant's Registration Statement under the Securities Act of 1933 (File No. 333-172669), on Form N-2, filed on May 13, 2011

(2)

Incorporated by reference to Exhibit (b)(2) to the Registrant's Registration Statement under the Securities Act of 1933 (File No. 333-172669), on Form N-2, filed on May 13, 2011

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

TCP CAPITAL CORP.

Date: August 9, 2016
	By:	/s/ Howard M. Levkowitz
	Name:	Howard M. Levkowitz
	Title:	Chief Executive Officer

Date: August 9, 2016
	By:	/s/ Paul L. Davis
	Name:	Paul L. Davis
	Title:	Chief Financial Officer