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BlackRock TCP Capital Corp. - Quarter Report: 2019 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, 2019
 
 
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Commission File Number: 814-00899
______________________
 
BLACKROCK 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 28th 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
TCPC
NASDAQ Global Select Market
(Title of each class)
(Trading Symbol(s) )
(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 x 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 x
Accelerated filer ¨
Non-accelerated filer ¨
Smaller Reporting company ¨
Emerging growth company ¨
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with a new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes ¨ No x
The number of shares of the Registrant’s common stock, $0.001 par value, outstanding as of August 7, 2019 was 58,766,000.

    




BLACKROCK TCP CAPITAL CORP.

FORM 10-Q

FOR THE SIX MONTHS ENDED JUNE 30, 2019

TABLE OF CONTENTS
Part I.
Financial Information
 
 
 
 
Item 1.
Financial Statements
 
 
 
 
 
 
 
 
 
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
Part II.
Other Information
 
 
 
 
Item 1.
 
 
 
Item 1A.
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
Item 5.
 
 
 
Item 6.



1






BlackRock TCP Capital Corp.

Consolidated Statements of Assets and Liabilities 
 
June 30, 2019
 
December 31, 2018
 
(unaudited)
 
 
Assets
 
 
 
Investments, at fair value:
 
 
 
Companies less than 5% owned (cost of $1,576,176,528 and $1,460,936,257, respectively)
$
1,549,241,885

 
$
1,463,800,744

Companies 5% to 25% owned (cost of $94,022,360 and $78,353,253, respectively)
73,909,982

 
63,193,357

Companies more than 25% owned (cost of $104,824,283 and $110,258,458, respectively)
66,030,402

 
70,291,689

Total investments (cost of $1,775,023,171 and $1,649,547,968, respectively)
1,689,182,269

 
1,597,285,790

 
 
 
 
Cash and cash equivalents
21,857,502

 
27,920,402

Accrued interest income:
 
 
 
Companies less than 5% owned
19,087,851

 
20,898,838

Companies 5% to 25% owned
1,039,655

 
678,057

Companies more than 25% owned
212,221

 
124,009

Deferred debt issuance costs
5,947,161

 
4,843,985

Receivable for investments sold
433,969

 

Prepaid expenses and other assets
4,716,366

 
7,784,608

Total assets
1,742,476,994

 
1,659,535,689

 
 
 
 
Liabilities
 
 
 
Debt, net of unamortized issuance costs of $6,232,536 and $6,805,196, respectively
907,390,166

 
805,202,192

Payable for investments purchased
12,001,815

 
908,759

Interest payable
8,730,757

 
8,747,872

Management and advisory fees payable
5,313,570

 
5,247,344

Incentive compensation payable
4,830,994

 
5,840,346

Payable to the Advisor
898,196

 
1,226,372

Accrued expenses and other liabilities
1,970,236

 
1,888,077

Total liabilities
941,135,734

 
829,060,962

 
 
 
 
Commitments and contingencies (Note 5)
 
 
 
 
 
 
 
Net assets applicable to common shareholders
$
801,341,260

 
$
830,474,727

 
 
 
 
Composition of net assets applicable to common shareholders
 
 
 
Common stock, $0.001 par value; 200,000,000 shares authorized, 58,766,000 and 58,774,607 shares issued and outstanding as of June 30, 2019 and December 31, 2018, respectively
$
58,766

 
$
58,775

Paid-in capital in excess of par
999,953,094

 
1,000,073,183

Distributable earnings (loss)
(198,670,600
)
 
(169,657,231
)
Net assets applicable to common shareholders
$
801,341,260

 
$
830,474,727

 
 
 
 
Net assets per share
$
13.64

 
$
14.13


See accompanying notes to the consolidated financial statements.

2





BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Unaudited)

June 30, 2019

Issuer
 
Instrument
 
Ref
 
Floor
 
Spread
 
Total Coupon
 
Maturity
 
Principal
 
Cost
 
Fair
Value
 
% of Total
Cash and
Investments
 
Notes
Debt Investments (A)
 
 
 
 
 
 
Advertising, Public Relations and Marketing
 
 
 
 
 
 
Foursquare Labs, Inc.
 
First Lien Delayed Draw Term Loan (5.0% Exit Fee)
 
LIBOR (Q)
 

 
8.81
%
 
11.38
%
 
6/1/2020
 
$
22,500,000

 
$
22,368,601

 
$
22,365,000

 
1.31
 %
 
L/N
InMobi, Inc. (Singapore)
 
First Lien Term Loan
 
LIBOR (Q)
 
1.37
%
 
8.13
%
 
10.69
%
 
9/30/2021
 
$
37,775,057

 
37,502,461

 
37,134,770

 
2.17
 %
 
H/N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
59,871,062

 
59,499,770

 
3.48
 %
 
 
Air Transportation
 
 
 
 
 
 
Mesa Airlines, Inc.
 
Aircraft Acquisition Loan
 
LIBOR (Q)
 

 
5.25
%
 
7.69
%
 
6/5/2023
 
$
24,781,126

 
24,475,342

 
24,471,362

 
1.43
 %
 
N
Mesa Air Group, Inc.
 
Junior Loan Agreement (N902FJ)
 
LIBOR (Q)
 

 
7.50
%
 
10.08
%
 
2/1/2022
 
$
917,390

 
911,224

 
917,390

 
0.05
 %
 
N
Mesa Air Group, Inc.
 
Junior Loan Agreement (N903FJ)
 
LIBOR (Q)
 

 
7.50
%
 
10.08
%
 
2/1/2022
 
$
1,089,767

 
1,082,443

 
1,089,767

 
0.06
 %
 
N
Mesa Air Group, Inc.
 
Junior Loan Agreement (N904FJ)
 
LIBOR (Q)
 

 
7.50
%
 
10.08
%
 
2/1/2022
 
$
1,240,730

 
1,232,392

 
1,240,730

 
0.07
 %
 
N
Mesa Air Group, Inc.
 
Junior Loan Agreement (N905FJ)
 
LIBOR (Q)
 

 
7.50
%
 
10.08
%
 
2/1/2022
 
$
876,362

 
870,472

 
876,362

 
0.05
 %
 
N
Mesa Air Group, Inc.
 
Junior Loan Agreement (N906FJ)
 
LIBOR (Q)
 

 
7.50
%
 
10.08
%
 
5/1/2022
 
$
921,763

 
915,257

 
921,763

 
0.05
 %
 
N
Mesa Air Group, Inc.
 
Junior Loan Agreement (N907FJ)
 
LIBOR (Q)
 

 
7.50
%
 
10.08
%
 
5/1/2022
 
$
965,175

 
958,363

 
965,175

 
0.06
 %
 
N
Mesa Air Group, Inc.
 
Junior Loan Agreement (N908FJ)
 
LIBOR (Q)
 

 
7.50
%
 
10.08
%
 
5/1/2022
 
$
1,464,982

 
1,454,642

 
1,464,982

 
0.09
 %
 
N
Mesa Air Group, Inc.
 
Junior Loan Agreement (N909FJ)
 
LIBOR (Q)
 

 
7.50
%
 
10.08
%
 
8/1/2022
 
$
634,089

 
629,539

 
634,089

 
0.04
 %
 
N
Mesa Air Group, Inc.
 
Junior Loan Agreement (N910FJ)
 
LIBOR (Q)
 

 
7.50
%
 
10.08
%
 
8/1/2022
 
$
602,283

 
597,961

 
602,283

 
0.04
 %
 
N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
33,127,635

 
33,183,903

 
1.94
 %
 
 
Amusement and Recreation
 
 
 
 
 
 
Blue Star Sports Holdings, Inc.
 
First Lien Delayed Draw Term Loan
 
LIBOR (Q)
 
1.00
%
 
5.75
%
 
8.34
%
 
6/15/2024
 
$
55,556

 
41,744

 
53,472

 

 
N
Blue Star Sports Holdings, Inc.
 
First Lien Revolver
 
LIBOR (Q)
 
1.00
%
 
5.75
%
 
8.27
%
 
6/15/2024
 
$
111,111

 
108,310

 
104,861

 
0.01
 %
 
N
Blue Star Sports Holdings, Inc.
 
First Lien Term Loan
 
LIBOR (M)
 
1.00
%
 
5.75
%
 
8.15
%
 
6/15/2024
 
$
1,504,611

 
1,478,381

 
1,448,188

 
0.08
 %
 
N
Machine Zone, Inc.
 
First Lien Term Loan (10.0% Exit Fee)
 
LIBOR (Q)
 

 
13.50
%
 
15.99
%
 
2/1/2021
 
$
5,586,967

 
5,540,901

 
5,490,592

 
0.32
 %
 
L/N
VSS-Southern Holdings, LLC (Southern Theatres)
 
First Lien Term Loan
 
LIBOR (Q)
 
1.00
%
 
6.50% Cash+2.00% PIK

 
10.83
%
 
11/3/2020
 
$
4,876,530

 
4,843,584

 
4,876,530

 
0.29
 %
 
N
VSS-Southern Holdings, LLC (Southern Theatres)
 
Sr Secured Revolver
 
LIBOR (Q)
 
1.00
%
 
6.50% Cash+2.00% PIK

 
10.83
%
 
11/3/2020
 
$

 
(5,432
)
 

 

 
K/N
VSS-Southern Holdings, LLC (Southern Theatres)
 
First Lien Incremental Term Loan
 
LIBOR (Q)
 
1.00
%
 
6.50% Cash+2.00% PIK

 
10.83
%
 
11/2/2022
 
$
290,821

 
288,474

 
290,822

 
0.02
 %
 
N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
12,295,962

 
12,264,465

 
0.72
 %
 
 
Building Equipment Contractors
 
 
 
 
 
 
Hylan Datacom & Electrical, LLC
 
First Lien Incremental Term Loan
 
LIBOR (M)
 
1.00
%
 
7.50
%
 
9.94
%
 
7/25/2021
 
$
2,465,638

 
2,422,266

 
2,466,871

 
0.14
 %
 
N
Hylan Datacom & Electrical, LLC
 
First Lien Term Loan
 
LIBOR (M)
 
1.00
%
 
7.50
%
 
9.94
%
 
7/25/2021
 
$
13,636,824

 
13,547,192

 
13,643,642

 
0.80
 %
 
N
TCFI Amteck Holdings, LLC
 
First Lien Delayed Draw Term Loan
 
LIBOR (Q)
 

 
6.25
%
 
8.88
%
 
5/22/2023
 
$
481,249

 
473,476

 
469,459

 
0.03
 %
 
N
TCFI Amteck Holdings, LLC
 
First Lien Term Loan
 
LIBOR (Q)
 

 
6.25
%
 
8.88
%
 
5/22/2023
 
$
15,931,362

 
15,672,907

 
15,541,044

 
0.91
 %
 
N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
32,115,841

 
32,121,016

 
1.88
 %
 
 
Business Support Services
 
 
 
 
 
 
GC Agile Holdings Limited (Apex) (England)
 
First Lien Delayed Term Loan B
 
LIBOR (Q)
 
1.00
%
 
7.00
%
 
9.32
%
 
6/15/2025
 
$
19,063,320

 
18,686,786

 
18,682,054

 
1.09
 %
 
H/N
GC Agile Holdings Limited (Apex) (England)
 
First Lien Term Loan A
 
LIBOR (Q)
 
1.00
%
 
7.00
%
 
9.32
%
 
6/15/2025
 
$
829,146

 
813,275

 
812,563

 
0.05
 %
 
H/N
STG-Fairway Acquisitions, Inc. (First Advantage)
 
Second Lien Term Loan
 
LIBOR (M)
 
1.00
%
 
9.25
%
 
11.65
%
 
6/30/2023
 
$
31,000,000

 
30,700,064

 
31,000,000

 
1.81
 %
 
N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
50,200,125

 
50,494,617

 
2.95
 %
 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 

 

 

 


 

 

 

 

 

 

 


 

 

 

 


 

 

 

 

 

 

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

3





BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Unaudited) (Continued)

June 30, 2019



Issuer
 
Instrument
 
Ref
 
Floor
 
Spread
 
Total Coupon
 
Maturity
 
Principal
 
Cost
 
Fair
Value
 
% of Total
Cash and
Investments
 
Notes
Debt Investments (continued)
 
 
 
 
 
 
Computer Systems Design and Related Services
 
 
 
 
 
 
Fidelis Acquisitionco, LLC
 
First Lien Term Loan A
 
LIBOR (Q)
 

 
4.00% PIK

 
6.44
%
 
12/31/2022
 
$
2,878,281

 
$
2,878,281

 
$
2,878,281

 
0.17
 %
 
N
Fidelis Acquisitionco, LLC
 
First Lien Term Loan B
 
LIBOR (Q)
 

 
8.00% PIK

 
10.63
%
 
12/31/2022
 
$
25,904,525

 
25,904,525

 
18,964,730

 
1.11
 %
 
C/N
Fidelis Acquisitionco, LLC
 
First Lien Term Loan C
 
LIBOR (Q)
 

 
10.00% PIK

 
12.63
%
 
12/31/2022
 
$
26,765,575

 
27,804,525

 

 

 
C/N
Snow Software AB
 
First Lien Term Loan
 
LIBOR (Q)
 
2.00
%
 
6.00
%
 
8.38
%
 
4/17/2024
 
$
13,081,645

 
12,827,963

 
12,820,012

 
0.75
 %
 
N
Snow Software AB
 
Sr Secured Revolver
 
LIBOR (Q)
 
2.00
%
 
6.00
%
 
8.38
%
 
4/17/2024
 
$

 
(83,660
)
 
(87,211
)
 
(0.01
)%
 
K/N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
69,331,634

 
34,575,812

 
2.02
 %
 
 
Construction
 
 
 
 
 
 
Brannan Sand Gravel Company, LLC
 
First Lien Term Loan
 
LIBOR (Q)
 

 
5.25
%
 
7.63
%
 
7/3/2023
 
$
7,323,673

 
7,234,818

 
7,290,716

 
0.43
 %
 
N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Credit (Nondepository)
 
 
 
 
 
 
Auto Trakk SPV, LLC
 
First Lien Delayed Draw Term Loan
 
LIBOR (M)
 
0.50
%
 
6.50
%
 
8.89
%
 
12/21/2021
 
$
23,971,792

 
23,767,318

 
23,951,418

 
1.40
 %
 
N
CFG Investments Limited (Caribbean Financial Group) (Cayman Islands)
 
Subordinated Class B Notes
 
Fixed
 

 
9.42
%
 
9.42
%
 
11/15/2026
 
$
28,314,000

 
27,466,270

 
28,314,000

 
1.65
 %
 
E/G/H/N
RSB-160, LLC (Lat20)
 
First Lien Delayed Draw Term Loan
 
LIBOR (Q)
 
1.00
%
 
6.00
%
 
8.40
%
 
7/20/2022
 
$
3,833,333

 
3,770,885

 
3,767,975

 
0.22
 %
 
N
RSB-160, LLC (Lat20)
 
First Lien Incremental Delayed Draw Term Loan
 
LIBOR (Q)
 
1.00
%
 
6.00
%
 
8.40
%
 
7/20/2022
 
$

 

 
(75,632
)
 

 
K/N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
55,004,473

 
55,957,761

 
3.27
 %
 
 
Credit Related Activities
 

 

 
 
Pegasus Business Intelligence, LP (Onyx Centersource)
 
First Lien Incremental Term Loan
 
LIBOR (Q)
 
1.00
%
 
6.25
%
 
8.58
%
 
12/20/2021
 
$
5,707,706

 
5,707,706

 
5,799,030

 
0.34
 %
 
N
Pegasus Business Intelligence, LP (Onyx Centersource)
 
First Lien Term Loan
 
LIBOR (Q)
 
1.00
%
 
6.25
%
 
8.58
%
 
12/20/2021
 
$
13,656,861

 
13,585,132

 
13,875,371

 
0.81
 %
 
N
Pegasus Business Intelligence, LP (Onyx Centersource)
 
Revolver
 
LIBOR (Q)
 
1.00
%
 
6.25
%
 
8.58
%
 
12/20/2021
 
$

 
(3,371
)
 

 

 
K/N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
19,289,467

 
19,674,401

 
1.15
 %
 
 
Data Processing and Hosting Services
 

 

 
 
Applause App Quality, Inc.
 
First Lien Term Loan
 
LIBOR (Q)
 
1.00
%
 
5.00
%
 
7.59
%
 
9/20/2022
 
$
20,772,306

 
20,480,808

 
20,724,530

 
1.21
 %
 
N
Applause App Quality, Inc.
 
Sr Secured Revolver
 
LIBOR (Q)
 
1.00
%
 
5.00
%
 
7.59
%
 
9/20/2022
 
$

 
(19,513
)
 
(3,473
)
 

 
K/N
DigiCert Holdings, Inc.
 
Second Lien Term Loan
 
LIBOR (M)
 
1.00
%
 
8.00
%
 
10.40
%
 
10/31/2025
 
$
9,590,821

 
9,565,616

 
9,542,867

 
0.56
 %
 
G
Domo, Inc.
 
First Lien Delayed Draw Term Loan (7.0% Exit Fee)
 
LIBOR (M)
 

 
5.63% Cash+2.50% PIK

 
10.56
%
 
10/1/2022
 
$
51,473,500

 
51,078,926

 
51,167,233

 
2.99
 %
 
L/N
Donuts Inc.
 
First Lien Revolver
 
LIBOR (Q)
 
1.00
%
 
6.25
%
 
8.65
%
 
9/17/2023
 
$
373,849

 
347,395

 
359,366

 
0.02
 %
 
N
Donuts Inc.
 
First Lien Term Loan
 
LIBOR (Q)
 
1.00
%
 
6.25
%
 
8.58
%
 
9/17/2023
 
$
10,965,517

 
10,679,937

 
10,812,000

 
0.63
 %
 
N
Pulse Secure, LLC
 
First Lien Term Loan
 
LIBOR (M)
 
1.00
%
 
7.00
%
 
9.44
%
 
5/1/2022
 
$
11,263,705

 
11,167,150

 
11,267,084

 
0.66
 %
 
N
Pulse Secure, LLC
 
Sr Secured Revolver
 
LIBOR (M)
 
1.00
%
 
7.00
%
 
9.44
%
 
5/1/2022
 
$

 
(11,461
)
 

 

 
K/N
SnapLogic, Inc.
 
First Lien Term Loan
 
LIBOR (Q)
 

 
7.81% Cash+2.00% PIK

 
12.38
%
 
3/1/2022
 
$
31,631,420

 
31,110,053

 
30,625,541

 
1.79
 %
 
N
TierPoint, LLC
 
Second Lien Term Loan
 
LIBOR (M)
 
1.00
%
 
7.25
%
 
9.65
%
 
5/5/2025
 
$
4,275,000

 
4,237,006

 
3,982,868

 
0.23
 %
 

Web.com Group Inc.
 
Second Lien Term Loan
 
LIBOR (M)
 

 
7.75
%
 
10.16
%
 
10/11/2026
 
$
18,280,678

 
18,152,304

 
18,006,468

 
1.05
 %
 
J
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
156,788,221

 
156,484,484

 
9.14
 %
 
 
Diversified Software
 
 
 
 
 
 
 
 
Acronis International GmbH
(Switzerland)
 
First Lien Term Loan
 
LIBOR (Q)
 
1.00
%
 
11.5% Cash+2.00% PIK

 
16.13
%
 
7/16/2020
 
$
14,881,496

 
14,885,844

 
14,933,581

 
0.87
 %
 
H/N
Apptio, Inc.
 
First Lien Term Loan
 
LIBOR (M)
 
1.00
%
 
7.25
%
 
9.67
%
 
1/10/2025
 
$
11,812,993

 
11,588,066

 
11,781,098

 
0.69
 %
 
N
Apptio, Inc.
 
Sr Secured Revolver
 
LIBOR (M)
 
1.00
%
 
7.25
%
 
9.67
%
 
1/10/2025
 
$

 
(14,178
)
 
(2,077
)
 

 
K/N
Autoalert, LLC
 
First Lien Incremental Term Loan
 
LIBOR (Q)
 
0.25
%
 
5.75% Cash+3.00% PIK

 
11.38
%
 
12/31/2020
 
$
38,379,156

 
38,218,436

 
38,954,844

 
2.28
 %
 
N
Autoalert, LLC
 
First Lien Term Loan
 
LIBOR (Q)
 
0.25
%
 
5.75% Cash+3.00% PIK

 
11.38
%
 
12/31/2020
 
$
15,188,522

 
15,038,538

 
15,416,350

 
0.90
 %
 
N
Bond International Software, Inc. (United Kingdom)
 
First Lien Term Loan
 
LIBOR (Q)
 
1.00
%
 
10.50
%
 
13.10
%
 
11/4/2021
 
$
26,358,696

 
26,023,011

 
26,555,068

 
1.55
 %
 
H/N


4





BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Unaudited) (Continued)

June 30, 2019



Issuer
 
Instrument
 
Ref
 
Floor
 
Spread
 
Total Coupon
 
Maturity
 
Principal
 
Cost
 
Fair
Value
 
% of Total
Cash and
Investments
 
Notes
Debt Investments (continued)
 
 
 
 
 
 
Diversified Software (continued)
 
 
 
 
 
 
 
 
Certify, Inc.
 
First Lien Delayed Draw Term Loan
 
LIBOR (M)
 
1.00
%
 
5.75
%
 
8.15
%
 
2/28/2024
 
$
531,438

 
$
483,615

 
$
485,522

 
0.03
%
 
N
Certify, Inc.
 
First Lien Term Loan
 
LIBOR (M)
 
1.00
%
 
5.75
%
 
8.15
%
 
2/28/2024
 
$
23,383,293

 
23,285,407

 
23,046,573

 
1.35
%
 
N
Certify, Inc.
 
Sr Secured Revolver
 
LIBOR (M)
 
1.00
%
 
5.75
%
 
8.15
%
 
2/28/2024
 
$

 
(15,943
)
 
(15,305
)
 

 
K/N
DealerFX, Inc.
 
First Lien Term Loan
 
LIBOR (Q)
 

 
6.25% Cash+2.00% PIK

 
10.63
%
 
2/1/2023
 
$
16,096,320

 
15,855,682

 
16,292,695

 
0.95
%
 
N
Dude Solutions Holdings, Inc.
 
First Lien Term Loan
 
LIBOR (M)
 
1.00
%
 
7.00
%
 
9.40
%
 
6/14/2025
 
$
16,927,201

 
16,547,284

 
16,546,339

 
0.97
%
 
N
Dude Solutions Holdings, Inc.
 
Sr Secured Revolver
 
LIBOR (M)
 
1.00
%
 
7.00
%
 
9.40
%
 
6/14/2025
 
$
618,211

 
568,843

 
568,533

 
0.03
%
 
N
ECI Macola/Max Holding, LLC
 
Second Lien Term Loan
 
LIBOR (Q)
 
1.00
%
 
8.00
%
 
10.33
%
 
9/19/2025
 
$
24,840,563

 
24,648,574

 
24,623,208

 
1.44
%
 
 
FinancialForce.com
 
First Lien Delayed Draw Term Loan (3.0% Exit Fee)
 
LIBOR (Q)
 

 
6.75
%
 
9.31
%
 
2/1/2024
 
$
21,000,000

 
20,483,575

 
21,196,000

 
1.24
%
 
L/N
Fishbowl, Inc.
 
First Lien Term Loan
 
LIBOR (Q)
 

 
2.80% Cash+8.45% PIK

 
15.63
%
 
1/26/2022
 
$
23,304,557

 
22,936,853

 
21,471,653

 
1.25
%
 
N
iCIMS, Inc.
 
First Lien Term Loan
 
LIBOR (M)
 
1.00
%
 
6.50
%
 
8.90
%
 
9/12/2024
 
$
9,482,016

 
9,305,976

 
9,293,324

 
0.54
%
 
N
iCIMS, Inc.
 
Sr Secured Revolver
 
LIBOR (M)
 
1.00
%
 
6.50
%
 
8.90
%
 
9/12/2024
 
$

 
(8,513
)
 
(9,766
)
 

 
K/N
JAMF Holdings, Inc.
 
First Lien Term Loan
 
LIBOR (Q)
 
1.00
%
 
7.00
%
 
9.53
%
 
11/13/2022
 
$
14,160,797

 
13,954,203

 
14,160,797

 
0.83
%
 
N
JAMF Holdings, Inc.
 
Sr Secured Revolver
 
LIBOR (M)
 
1.00
%
 
7.00
%
 
9.41
%
 
11/13/2022
 
$
809,368

 
792,840

 
809,368

 
0.05
%
 
N
JAMF Holdings, Inc.
 
First Lien Incremental Term Loan
 
LIBOR (Q)
 
1.00
%
 
7.00
%
 
9.53
%
 
11/13/2022
 
$
3,606,829

 
3,558,243

 
3,606,829

 
0.21
%
 
N
Khoros, LLC (Lithium)
 
First Lien Term Loan
 
LIBOR (Q)
 
1.00
%
 
8.00
%
 
10.46
%
 
10/3/2022
 
$
20,884,731

 
20,571,230

 
20,627,849

 
1.21
%
 
N
Khoros, LLC (Lithium)
 
Sr Secured Revolver
 
LIBOR (Q)
 
1.00
%
 
8.00
%
 
10.46
%
 
10/3/2022
 
$

 
(22,476
)
 
(18,796
)
 

 
K/N
Khoros, LLC (Lithium)
 
First Lien Incremental Term Loan
 
LIBOR (Q)
 
1.00
%
 
8.00
%
 
10.46
%
 
10/3/2022
 
$
7,131,905

 
6,997,747

 
7,044,183

 
0.41
%
 
N
Khoros, LLC (Lithium)
 
Sr Secured Revolver
 
LIBOR (Q)
 
1.00
%
 
8.00
%
 
10.46
%
 
10/3/2022
 
$

 
(8,342
)
 
(5,599
)
 

 
K/N
Quartz Holding Company (Quick Base)
 
Second Lien Term Loan
 
LIBOR (M)
 

 
8.00
%
 
10.44
%
 
4/2/2027
 
$
9,903,019

 
9,707,918

 
9,952,534

 
0.58
%
 
N
Rhode Holdings, Inc. (Kaseya)
 
First Lien Delayed Draw Term Loan
 
LIBOR (M)
 
1.00
%
 
6.50
%
 
8.94
%
 
5/3/2025
 
$

 
(33,547
)
 
(34,463
)
 

 
K/N
Rhode Holdings, Inc. (Kaseya)
 
First Lien Term Loan
 
LIBOR (M)
 
1.00
%
 
5.50% Cash+1.00% PIK

 
8.94
%
 
5/3/2025
 
$
14,314,408

 
14,033,860

 
14,028,120

 
0.82
%
 
N
Rhode Holdings, Inc. (Kaseya)
 
Sr Secured Revolver
 
LIBOR (M)
 
1.00
%
 
6.50
%
 
8.94
%
 
5/3/2025
 
$

 
(23,483
)
 
(24,124
)
 

 
K/N
Space Midco, Inc. (Archibus)
 
First Lien Term Loan
 
LIBOR (Q)
 

 
6.25
%
 
8.69
%
 
12/5/2023
 
$
4,444,444

 
4,364,679

 
4,337,333

 
0.25
%
 
N
Space Midco, Inc. (Archibus)
 
Sr Secured Revolver
 
LIBOR (Q)
 

 
6.25
%
 
8.69
%
 
12/5/2023
 
$

 
(4,927
)
 
(6,694
)
 

 
K/N
Sphera Solutions, Inc. (Diamondback)
 
First Lien FILO Term Loan B
 
LIBOR (Q)
 
1.00
%
 
8.52
%
 
10.72
%
 
6/14/2021
 
$
21,229,624

 
20,830,056

 
21,047,049

 
1.23
%
 
N
Team Software, Inc.
 
First Lien Revolver
 
LIBOR (Q)
 

 
5.50
%
 
7.88
%
 
9/17/2023
 
$
1,404,484

 
1,359,747

 
1,357,785

 
0.08
%
 
N
Team Software, Inc.
 
First Lien Term Loan
 
LIBOR (Q)
 

 
5.50
%
 
7.88
%
 
9/17/2023
 
$
13,167,038

 
12,996,904

 
12,991,917

 
0.76
%
 
N
Telarix, Inc.
 
First Lien Term Loan
 
LIBOR (M)
 
1.00
%
 
6.00
%
 
8.41
%
 
11/19/2023
 
$
7,481,250

 
7,379,659

 
7,411,674

 
0.43
%
 
N
Telarix, Inc.
 
Sr Secured Revolver
 
LIBOR (M)
 
1.00
%
 
6.00
%
 
8.41
%
 
11/19/2023
 
$

 
(4,701
)
 
(3,321
)
 

 
K/N
Tradeshift Holdings, Inc.
 
First Lien Delayed Draw Term Loan (7.0% Exit Fee)
 
LIBOR (Q)
 

 
8.88
%
 
11.44
%
 
9/1/2020
 
$
19,117,528

 
18,821,496

 
18,748,025

 
1.10
%
 
L/N
Unanet, Inc.
 
First Lien Delayed Draw Term Loan
 
LIBOR (M)
 

 
6.25
%
 
8.69
%
 
5/31/2021
 
$

 

 
(76,531
)
 

 
K/N
Unanet, Inc.
 
Sr Secured Revolver
 
LIBOR (M)
 

 
6.25
%
 
8.69
%
 
5/31/2024
 
$

 
(24,071
)
 
(24,490
)
 

 
K/N
Unanet, Inc.
 
First Lien Term Loan
 
LIBOR (M)
 

 
6.25
%
 
8.69
%
 
5/31/2024
 
$
19,897,959

 
19,701,856

 
19,698,980

 
1.15
%
 
N
Utilidata, Inc.
 
First Lien Delayed Draw Term Loan (4.0% Exit Fee)
 
LIBOR (Q)
 

 
9.88
%
 
12.50
%
 
12/31/2019
 
$
1,393,398

 
1,382,016

 
1,187,384

 
0.07
%
 
L/N
Xactly Corporation
 
First Lien Incremental Term Loan
 
LIBOR (M)
 
1.00
%
 
7.25
%
 
9.66
%
 
7/31/2022
 
$
2,726,918

 
2,687,452

 
2,700,603

 
0.16
%
 
N
Xactly Corporation
 
First Lien Incremental Term Loan B
 
LIBOR (M)
 
1.00
%
 
7.25
%
 
9.66
%
 
7/31/2022
 
$
4,996,644

 
4,900,901

 
4,948,426

 
0.29
%
 
N
Xactly Corporation
 
First Lien Term Loan
 
LIBOR (M)
 
1.00
%
 
7.25
%
 
9.66
%
 
7/31/2022
 
$
16,397,517

 
16,184,666

 
16,239,281

 
0.95
%
 
N
Xactly Corporation
 
Sr Secured Revolver
 
LIBOR (M)
 
1.00
%
 
7.25
%
 
9.66
%
 
7/31/2022
 
$

 
(17,387
)
 
(13,563
)
 

 
K/N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
419,917,609

 
421,828,196

 
24.67
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

5





BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Unaudited) (Continued)

June 30, 2019



Issuer
 
Instrument
 
Ref
 
Floor
 
Spread
 
Total Coupon
 
Maturity
 
Principal
 
Cost
 
Fair
Value
 
% of Total
Cash and
Investments
 
Notes
Debt Investments (continued)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Educational Support Services
 
 
 
 
 
 
Edmentum, Inc.
 
Jr Revolving Facility
 
Fixed
 

 
5.00
%
 
5.00
%
 
6/9/2020
 
$
5,320,228

 
$
5,320,228

 
$
5,320,233

 
0.31
%
 
B/N
Edmentum, Inc.
 
Sr Unsecured Promissory Note
 
Fixed
 

 
10.00
%
 
10.00
%
 
9/30/2019
 
$
3,644,068

 
3,623,080

 
3,644,068

 
0.21
%
 
B/N
Edmentum, Inc.
 
First Lien Term Loan B
 
Fixed
 

 
8.50
%
 
8.50
%
 
6/9/2021
 
$
8,924,677

 
7,769,444

 
8,924,677

 
0.52
%
 
B/N
Edmentum, Inc.
 
Second Lien Term Loan
 
Fixed
 

 
7.00% PIK

 
7.00
%
 
12/8/2021
 
$
7,993,119

 
7,993,119

 
7,993,127

 
0.47
%
 
B/N
Edmentum Ultimate Holdings, LLC
 
Sr PIK Notes
 
Fixed
 

 
8.50% PIK

 
8.50
%
 
6/9/2020
 
$
3,521,248

 
3,521,248

 
3,521,248

 
0.21
%
 
B/N
Edmentum Ultimate Holdings, LLC
 
Jr PIK Notes
 
Fixed
 

 
10.00% PIK

 
10.00
%
 
6/9/2020
 
$
16,742,608

 
16,588,829

 
13,394,086

 
0.78
%
 
B/N
Educationcity Limited (Edmentum)
 
Sr Unsecured Promissory Note
 
Fixed
 

 
10.00
%
 
10.00
%
 
9/30/2019
 
$
1,457,627

 
1,449,232

 
1,457,627

 
0.09
%
 
B/N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
46,265,180

 
44,255,066

 
2.59
%
 
 
Electronic Component Manufacturing
 
 
 
 
 
 
 
 
Adesto Technologies Corporation
 
First Lien Term Loan
 
LIBOR (Q)
 
1.00
%
 
8.75
%
 
11.13
%
 
5/8/2022
 
$
17,367,272

 
16,470,304

 
16,707,315

 
0.98
%
 
N
Soraa, Inc.
 
Tranche A Term Loan (4.33% Exit Fee)
 
LIBOR (Q)
 
0.44
%
 
9.33
%
 
11.90
%
 
12/31/2019
 
$
2,574,367

 
2,555,309

 
2,441,788

 
0.14
%
 
L/N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
19,025,613

 
19,149,103

 
1.12
%
 
 
Equipment Leasing
 
 
 
 
 
 
 
 
36th Street Capital Partners Holdings, LLC
 
Senior Note
 
Fixed
 

 
12.00
%
 
12.00
%
 
11/1/2020
 
$
28,593,169

 
28,593,169

 
28,593,169

 
1.66
%
 
E/F/N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial Investment Activities
 
 
 
 
 
 
 
 
Aretec Group, Inc. (Cetera)
 
Second Lien Term Loan
 
LIBOR (M)
 

 
8.25
%
 
10.65
%
 
10/1/2026
 
$
27,105,263

 
26,844,698

 
26,664,802

 
1.56
%
 
 
Credit Suisse AG (Cayman Islands)
 
Asset-Backed Credit Linked Notes
 
LIBOR (M)
 

 
9.50
%
 
11.97
%
 
4/12/2025
 
$
38,000,000

 
38,000,000

 
37,471,800

 
2.19
%
 
H/I/N
HighTower Holding, LLC
 
Second Lien Delayed Draw Term Loan
 
LIBOR (M)
 
1.00
%
 
8.25
%
 
10.67
%
 
1/31/2026
 
$
6,169,355

 
6,055,443

 
6,179,226

 
0.36
%
 
N
HighTower Holding, LLC
 
Second Lien Term Loan
 
LIBOR (M)
 
1.00
%
 
8.25
%
 
10.66
%
 
1/31/2026
 
$
15,080,645

 
14,717,958

 
15,104,774

 
0.88
%
 
N
Institutional Shareholder Services, Inc.
 
Second Lien Term Loan
 
LIBOR (Q)
 

 
8.50
%
 
10.83
%
 
3/5/2026
 
$
5,820,856

 
5,650,921

 
5,806,304

 
0.34
%
 
N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
91,269,020

 
91,226,906

 
5.33
%
 
 
Ground Transportation
 
 
 
 
 
 
 
 
Florida East Coast Industries, LLC
 
First Lien Term Loan B
 
LIBOR (M)
 

 
6.50
%
 
8.89
%
 
12/13/2021
 
$
2,559,542

 
2,516,982

 
2,533,946

 
0.15
%
 
N
GlobalTranz Enterprises LLC
 
Second Lien Term Loan
 
LIBOR (M)
 
1.00
%
 
8.25
%
 
10.64
%
 
5/15/2027
 
$
19,382,324

 
18,994,678

 
18,994,678

 
1.11
%
 
N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
21,511,660

 
21,528,624

 
1.26
%
 
 
Health Care
 

 

 

 
 
CAREATC, Inc.
 
First Lien Term Loan
 
LIBOR (M)
 

 
7.25
%
 
9.68
%
 
3/14/2024
 
$
8,502,033

 
8,337,996

 
8,342,195

 
0.49
%
 
N
CAREATC, Inc.
 
Sr Secured Revolver
 
LIBOR (M)
 

 
7.25
%
 
9.68
%
 
3/14/2024
 
$

 
(11,431
)
 
(11,417
)
 

 
K/N
Pacific Coast Holdings Investment, LLC (KPC Healthcare)
 
First Lien Term Loan
 
LIBOR (M)
 
1.00
%
 
7.50
%
 
9.90
%
 
2/14/2021
 
$
29,288,064

 
29,103,029

 
29,727,385

 
1.74
%
 
N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
37,429,594

 
38,058,163

 
2.23
%
 
 
Insurance
 
 
 
 
 
 
 
 
2-10 Holdco, Inc.
 
First Lien Term Loan
 
LIBOR (M)
 

 
6.25
%
 
8.69
%
 
10/31/2024
 
$
4,560,417

 
4,478,890

 
4,497,939

 
0.26
%
 
N
2-10 Holdco, Inc.
 
Sr Secured Revolver
 
LIBOR (M)
 

 
6.25
%
 
8.69
%
 
10/31/2024
 
$

 
(7,413
)
 
(5,708
)
 

 
K/N
Higginbotham Insurance Agency, Inc.
 
Second Lien Term Loan
 
LIBOR (M)
 
1.00
%
 
7.50
%
 
9.90
%
 
12/19/2025
 
$
35,000,000

 
34,761,985

 
34,868,750

 
2.04
%
 
N
IAS Investco, Inc.
 
First Lien Delayed Draw Term Loan A
 
LIBOR (M)
 
1.00
%
 
5.50
%
 
7.90
%
 
1/24/2021
 
$
5,464,286

 
5,434,064

 
5,440,789

 
0.32
%
 
N
IAS Investco, Inc.
 
First Lien Delayed Draw Term Loan B
 
LIBOR (M)
 
1.00
%
 
5.50
%
 
7.90
%
 
1/24/2021
 
$
1,714,286

 
1,705,649

 
1,706,914

 
0.10
%
 
N
IAS Investco, Inc.
 
First Lien Term Loan
 
LIBOR (M)
 
1.00
%
 
5.50
%
 
7.90
%
 
1/24/2021
 
$
4,045,299

 
4,022,875

 
4,027,904

 
0.24
%
 
N
IAS Investco, Inc.
 
First Lien Incremental Term Loan
 
LIBOR (M)
 
1.00
%
 
5.50
%
 
7.90
%
 
1/24/2021
 
$
6,190,013

 
6,164,542

 
6,163,396

 
0.36
%
 
N
US Apple Holdco, LLC (Ventiv Technology)
 
First Lien FILO Term Loan
 
LIBOR (Q)
 
1.00
%
 
7.96
%
 
10.57
%
 
8/15/2020
 
$
20,166,667

 
20,134,501

 
20,138,433

 
1.18
%
 
N
US Apple Holdco, LLC (Ventiv Technology)
 
First Lien Incremental Tranche B FILO Term Loan
 
LIBOR (Q)
 
1.00
%
 
7.96
%
 
10.59
%
 
8/15/2020
 
$
4,381,200

 
4,353,294

 
4,375,066

 
0.26
%
 
N
US Apple Holdco, LLC (Ventiv Technology)
 
First Lien Incremental Tranche B FILO Term Loan
 
LIBOR (Q)
 
1.00
%
 
7.00
%
 
9.63
%
 
8/15/2020
 
$
12,000,000

 
11,962,661

 
11,983,200

 
0.70
%
 
N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
93,011,048

 
93,196,683

 
5.46
%
 
 

6





BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Unaudited) (Continued)

June 30, 2019



Issuer
 
Instrument
 
Ref
 
Floor
 
Spread
 
Total Coupon
 
Maturity
 
Principal
 
Cost
 
Fair
Value
 
% of Total
Cash and
Investments
 
Notes
Debt Investments (continued)
 
 
 
 
 
 
Lessors of Nonfinancial Licenses
 
 
 
 
 
 
 
 
ABG Intermediate Holdings 2, LLC (Authentic Brands)
 
Second Lien Term Loan
 
LIBOR (M)
 
1.00
%
 
7.75
%
 
10.15
%
 
9/29/2025
 
$
14,711,567

 
$
14,615,236

 
$
14,573,646

 
0.85
%
 
 
Kenneth Cole Productions, Inc.
 
First Lien FILO Term Loan
 
LIBOR (M)
 
1.00
%
 
7.75
%
 
10.25
%
 
12/28/2023
 
$
24,139,968

 
23,980,718

 
24,115,828

 
1.41
%
 
N
PSEB, LLC (Eddie Bauer)
 
First Lien FILO II Term Loan
 
Prime
 

 
7.25
%
 
12.75
%
 
10/12/2023
 
$
10,793,402

 
10,530,662

 
10,503,599

 
0.61
%
 
N
PSEB, LLC (Eddie Bauer)
 
First Lien Term Loan
 
LIBOR (Q)
 
1.50
%
 
8.00
%
 
10.58
%
 
10/12/2023
 
$
40,857,522

 
39,869,101

 
39,846,299

 
2.33
%
 
N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
88,995,717

 
89,039,372

 
5.20
%
 
 
Management, Scientific, and Technical Consulting Services
 
 
 
 
 
 
 
 
Dodge Data & Analytics, LLC
 
First Lien Delayed Draw Term Loan
 
LIBOR (Q)
 
1.00
%
 
7.00
%
 
9.63
%
 
5/1/2020
 
$
908,679

 
907,742

 
908,677

 
0.05
%
 
N
Dodge Data & Analytics, LLC
 
First Lien Term Loan
 
LIBOR (Q)
 
1.00
%
 
7.00
%
 
9.63
%
 
5/1/2020
 
$
36,757,364

 
36,717,210

 
36,757,364

 
2.15
%
 
N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
37,624,952

 
37,666,041

 
2.20
%
 
 
Metal Manufacturing
 
 
 
 
 
 
 
 
Neenah Foundry Company
 
First Lien Term Loan B
 
LIBOR (Q)
 

 
6.50
%
 
8.98
%
 
12/13/2022
 
$
5,081,309

 
5,041,758

 
5,030,496

 
0.28
%
 
N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Motion Picture and Video Industries
 
 
 
 
 
 
 
 
NEG Holdings, LLC (CORE Entertainment, Inc.)
 
First Lien Term Loan
 
LIBOR (Q)
 
1.00
%
 
8.00% PIK

 
10.33
%
 
10/17/2022
 
$
1,658,962

 
1,658,961

 
1,658,963

 
0.09
%
 
B/N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other Information Services
 
 
 
 
 
 
 
 
Discoverorg, LLC
 
Second Lien Term Loan
 
LIBOR (M)
 

 
8.50
%
 
10.90
%
 
2/1/2027
 
$
25,000,000

 
24,650,493

 
24,781,250

 
1.45
%
 
 
Quora, Inc.
 
First Lien Term Loan (4.0% Exit Fee)
 
Fixed
 

 
10.10
%
 
10.10
%
 
5/1/2022
 
$
12,692,602

 
12,510,028

 
12,500,431

 
0.73
%
 
L/N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
37,160,521

 
37,281,681

 
2.18
%
 
 
Other Manufacturing
 
 
 
 
 
 
 
 
AGY Holding Corp.
 
Sr Secured Term Loan
 
Fixed
 

 
12.00
%
 
12.00
%
 
5/18/2020
 
$
4,869,577

 
4,869,577

 
4,869,577

 
0.28
%
 
B/N
AGY Holding Corp.
 
Second Lien Notes
 
Fixed
 

 
11.00
%
 
11.00
%
 
11/15/2020
 
$
10,315,515

 
8,633,832

 
10,153,561

 
0.59
%
 
B/E/N
AGY Holding Corp.
 
Delayed Draw Term Loan
 
Fixed
 

 
12.00
%
 
12.00
%
 
5/18/2020
 
$
1,049,146

 
1,049,146

 
1,049,146

 
0.06
%
 
B/N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
14,552,555

 
16,072,284

 
0.93
%
 
 
Other Real Estate Activities
 
 
 
 
 
 
 
 
Greystone Select Holdings, LLC
 
First Lien Term Loan
 
LIBOR (Q)
 
1.00
%
 
8.00
%
 
10.52
%
 
4/17/2024
 
$
24,951,467

 
24,782,103

 
25,700,011

 
1.50
%
 
N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other Telecommunications
 
 
 
 
 
 
 
 
Securus Technologies, Inc.
 
Second Lien Term Loan
 
LIBOR (Q)
 
1.00
%
 
8.25
%
 
10.58
%
 
11/1/2025
 
$
25,846,154

 
25,648,884

 
24,101,538

 
1.41
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Pharmaceuticals
 
 
 
 
 
 
 
 
P&L Development, LLC
 
First Lien Term Loan
 
LIBOR (Q)
 
2.00
%
 
7.50
%
 
9.84
%
 
6/30/2024
 
$
10,000,000

 
9,750,000

 
9,750,000

 
0.57
%
 
N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Plastics Manufacturing
 
 
 
 
 
 
 
 
Iracore International, Inc.
 
First Lien Term Loan
 
LIBOR (M)
 
1.00
%
 
9.00
%
 
11.50
%
 
4/13/2021
 
$
1,900,733

 
1,900,733

 
1,900,733

 
0.11
%
 
B/N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Publishing
 


 


 


 
 
Bisnow, LLC
 
First Lien Revolver
 
LIBOR (Q)
 

 
7.50
%
 
10.13
%
 
9/21/2022
 
$

 
(12,154
)
 

 

 
K/N
Bisnow, LLC
 
First Lien Term Loan
 
LIBOR (Q)
 

 
7.50
%
 
10.13
%
 
9/21/2022
 
$
10,881,394

 
10,750,982

 
10,930,361

 
0.64
%
 
N
Patient Point Network Solutions, LLC
 
First Lien Term Loan
 
LIBOR (Q)
 
1.00
%
 
7.50
%
 
9.83
%
 
6/26/2022
 
$
6,608,073

 
6,555,062

 
6,608,073

 
0.39
%
 
N
Patient Point Network Solutions, LLC
 
Sr Secured Revolver
 
Prime
 
1.00
%
 
6.50
%
 
12.00
%
 
6/26/2022
 
$
176,190

 
172,751

 
176,190

 
0.01
%
 
N
Patient Point Network Solutions, LLC
 
First Lien Incremental Term Loan
 
LIBOR (Q)
 
1.00
%
 
7.50
%
 
9.83
%
 
6/26/2022
 
$
1,273,610

 
1,260,963

 
1,276,285

 
0.07
%
 
N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
18,727,604

 
18,990,909

 
1.11
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

7





BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Unaudited) (Continued)

June 30, 2019



Issuer
 
Instrument
 
Ref
 
Floor
 
Spread
 
Total Coupon
 
Maturity
 
Principal/
 
Cost
 
Fair
Value
 
% of Total
Cash and
Investments
 
Notes
Debt Investments (continued)                 
 
 
 
 
 
 
 
 
Radio and Television Broadcasting
 
 
 
 
 
 
 
 
NEP II, Inc.
 
Second Lien Term Loan
 
LIBOR (M)
 

 
7.00
%
 
9.40
%
 
10/19/2026
 
$
23,565,964

 
$
23,445,286

 
$
23,448,134

 
1.37
%
 
G
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Real Estate Leasing
 
 
 
 
 
 
 
 
Daymark Financial Acceptance, LLC
 
First Lien Delayed
Draw Term Loan
 
LIBOR (M)
 

 
9.50
%
 
11.91
%
 
1/12/2020
 
$
5,750,000

 
5,738,457

 
5,750,000

 
0.34
%
 
N
Home Partners of America, Inc.
 
First Lien Delayed Draw Term Loan
 
LIBOR (M)
 
1.00
%
 
6.25
%
 
8.65
%
 
10/13/2022
 
$

 

 
(14,679
)
 

 
K/N
Home Partners of America, Inc.
 
First Lien Term Loan
 
LIBOR (M)
 
1.00
%
 
6.25
%
 
8.65
%
 
10/13/2022
 
$
2,857,143

 
2,823,088

 
2,837,571

 
0.17
%
 
N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
8,561,545

 
8,572,892

 
0.51
%
 
 
Retail
 
 
 
 
 
 
 
 
Live Auctioneers LLC
 
First Lien Last Out B-2 Term Loan
 
LIBOR (Q)
 

 
6.76
%
 
9.09
%
 
5/20/2025
 
$
14,030,514

 
13,751,610

 
13,749,904

 
0.80
%
 
N
USR Parent, Inc. (Staples)
 
First Lien FILO Term Loan
 
LIBOR (Q)
 
1.00
%
 
8.84
%
 
11.27
%
 
9/12/2022
 
$
6,968,402

 
6,849,755

 
6,968,053

 
0.41
%
 
N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
20,601,365

 
20,717,957

 
1.21
%
 
 
Satellite Telecommunications
 
 
 
 
 
 
 
 
Avanti Communications Group, PLC (United Kingdom)
 
Sr New Money Initial Note
 
Fixed
 

 
9.00% PIK

 
9.00
%
 
10/1/2022
 
$
1,592,934

 
1,563,970

 
1,064,080

 
0.06
%
 
E/G/H/N
Avanti Communications Group, PLC (United Kingdom)
 
Sr Second-Priority PIK Toggle Note
 
Fixed
 

 
9.00% PIK

 
9.00
%
 
10/1/2022
 
$
4,064,721

 
3,993,101

 
2,715,234

 
0.16
%
 
E/G/H/N
Avanti Communications Jersey Limited
 
1.5 Lien Delayed Draw Term Loan (2.5% Exit Fee)
 
Fixed
 

 
12.50
%
 
12.50
%
 
5/24/2021
 
$
730,749

 
702,838

 
660,945

 
0.04
%
 
L/N
Avanti Communications Jersey Limited
 
1.5 Lien Term Loan (2.5% Exit Fee)
 
Fixed
 

 
12.50
%
 
12.50
%
 
5/24/2021
 
$
240,031

 
223,284

 
225,389

 
0.01
%
 
L/N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
6,483,193

 
4,665,648

 
0.27
%
 
 
Traveler Arrangement
 
 
 
 
CIBT Solutions, Inc.
 
Second Lien Term Loan
 
LIBOR (Q)
 
1.00
%
 
7.75
%
 
10.08
%
 
6/1/2025
 
$
7,611,914

 
7,548,897

 
7,516,765

 
0.44
%
 
G/N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Utility System Construction
 
 
 
 
Conergy Asia & ME Pte. Ltd (Singapore)
 
First Lien Term Loan
 
Fixed
 

 
10.00
%
 
10.00
%
 
5/26/2020
 
$
1,773,807

 
1,773,806

 
1,497,092

 
0.09
%
 
F/H/N
GlassPoint Solar, Inc.
 
First Lien Term Loan (4.0% Exit Fee)
 
LIBOR (Q)
 

 
8.50
%
 
11.06
%
 
8/1/2020
 
$
3,911,427

 
3,890,090

 
3,732,871

 
0.22
%
 
L/N
GlassPoint Solar, Inc.
 
First Lien Term Loan (5.0% Exit Fee)
 
LIBOR (Q)
 

 
11.44
%
 
14.00
%
 
8/1/2020
 
$
2,139,110

 
2,062,162

 
2,091,301

 
0.12
%
 
L/N
Kawa Solar Holdings Limited (Conergy) (Cayman Islands)
 
Bank Guarantee Credit Facility
 
Fixed
 

 
0.00
%
 
0.00
%
 
5/26/2020
 
$
6,578,877

 
6,578,877

 
3,289,438

 
0.19
%
 
C/F/H/N
Kawa Solar Holdings Limited (Conergy) (Cayman Islands)
 
Revolving Credit Facility
 
Fixed
 

 
0.00
%
 
0.00
%
 
5/26/2020
 
$
8,668,850

 
8,668,850

 
2,638,365

 
0.15
%
 
C/F/H/N
 
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 
22,973,785

 
13,249,067

 
0.77
%
 
 
Wholesalers
 
 
 
 
Construction Supply Acquisition, LLC
 
First Lien Term Loan
 
LIBOR (M)
 
1.00
%
 
6.00
%
 
8.41
%
 
6/30/2023
 
$
11,908,696

 
11,849,450

 
11,878,924

 
0.69
%
 
N
FreePoint Commodities, LLC
 
Second Lien Term Loan
 
LIBOR (M)
 
1.00
%
 
8.25
%
 
10.65
%
 
6/13/2023
 
$
15,000,000

 
14,874,957

 
14,853,000

 
0.87
%
 
N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
26,724,407

 
26,731,924

 
1.56
%
 
 
Wired Telecommunications Carriers
 
 
 
 
American Broadband Holding Company
 
First Lien Term Loan
 
LIBOR (M)
 
1.25
%
 
7.25
%
 
9.65
%
 
10/25/2022
 
$
16,746,353

 
16,452,043

 
16,820,874

 
0.98
%
 
N
TPC Intermediate Holdings, LLC
 
First Lien Delayed Draw Term Loan
 
LIBOR (Q)
 
1.00
%
 
6.00
%
 
8.33
%
 
5/15/2023
 
$
803,647

 
790,467

 
799,950

 
0.05
%
 
N
TPC Intermediate Holdings, LLC
 
First Lien Incremental Delayed Draw Term Loan
 
LIBOR (Q)
 
1.00
%
 
6.00
%
 
8.33
%
 
5/15/2020
 
$

 
(13,586
)
 
(3,627
)
 

 
K/N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
17,228,924

 
17,617,197

 
1.03
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Debt Investments
 
1,651,693,321

 
1,609,094,467

 
94.04
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

8





BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Unaudited) (Continued)

June 30, 2019



Issuer
 
Instrument
 
 
 
 
 
 
 
 
 
Expiration
 
Shares
 
Cost
 
Fair
Value
 
% of Total
Cash and
Investments
 
Notes
Equity Securities 
 
 
 
 
 
 
Advertising, Public Relations and Marketing                        
 
 
 
 
Foursquare Labs, Inc.
 
Warrants to Purchase Series E Preferred Stock
 
 
 
 
 
 
 
 
 
5/4/2027
 
1,125,000

 
$
185,450

 
$
238,245

 
0.01
%
 
C/E/N
InMobi, Inc. (Singapore)
 
Warrants to Purchase Common Stock
 
 
 
 
 
 
 
 
 
8/15/2027
 
1,327,869

 
212,360

 
125,757

 
0.01
%
 
C/E/H/N
InMobi, Inc. (Singapore)
 
Warrants to Purchase Series E Preferred Stock (Strike Price $20.01)
 
 
 
 
 
 
 
 
 
9/18/2025
 
1,049,996

 
276,492

 
428,177

 
0.03
%
 
C/E/H/N
InMobi, Inc. (Singapore)
 
Warrants to Purchase Series E Preferred Stock (Strike Price $28.58)
 
 
 
 
 
 
 
 
 
10/3/2028
 
1,511,002

 
93,407

 
54,626

 

 
C/E/H/N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
767,709

 
846,805

 
0.05
%
 
 
Air Transportation
 
 
 
 
Aircraft Leased to United Airlines, Inc.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
United N659UA-767, LLC (N659UA)
 
Trust Beneficial Interests
 
 
 
 
 
 
 
 
 
 
 
683

 
2,346,353

 
2,678,925

 
0.16
%
 
E/F/N
United N661UA-767, LLC (N661UA)
 
Trust Beneficial Interests
 
 
 
 
 
 
 
 
 
 
 
688

 
2,417,176

 
2,679,749

 
0.16
%
 
E/F/N
Epic Aero, Inc (One Sky)
 
Common Stock
 
 
 
 
 
 
 
 
 
 
 
1,842

 
855,313

 
6,461,249

 
0.38
%
 
C/N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
5,618,842

 
11,819,923

 
0.70
%
 
 
Business Support Services
 
 
 
 
Findly Talent, LLC
 
Membership Units
 
 
 
 
 
 
 
 
 
 
 
708,229

 
230,938

 
49,576

 

 
C/E/N
STG-Fairway Holdings, LLC (First Advantage)
 
Class A Units
 
 
 
 
 
 
 
 
 
 
 
803,961

 
325,432

 
3,579,710

 
0.21
%
 
C/E/N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
556,370

 
3,629,286

 
0.21
%
 
 
Chemicals
 
 
 
 
Green Biologics, Inc. (United Kingdom)
 
Common Stock
 
 
 
 
 
 
 
 
 
 
 
34,761,145

 
20,528,870

 
3,476

 

 
B/C/E/H/N
Nanosys, Inc.
 
Warrants to Purchase Preferred Stock
 
 
 
 
 
 
 
 
 
3/29/2023
 
800,000

 
605,266

 
832,160

 
0.05
%
 
C/E/N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
21,134,136

 
835,636

 
0.05
%
 
 
Computer Systems Design and Related Services
 
 
 
 
Fidelis Topco LP
 
Warrants to Purchase Series A Preferred Units
 
 
 
 
 
 
 
 
 
7/20/2028
 
21,888,917

 

 
2,189

 

 
C/E/N
Fidelis Topco LP
 
Warrants to Purchase Series B Preferred Units
 
 
 
 
 
 
 
 
 
7/20/2028
 
24,972,917

 

 
2,497

 

 
C/E/N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
4,686

 

 
 
Data Processing and Hosting Services
 
 
 
 
Anacomp, Inc.
 
Class A Common Stock
 
 
 
 
 
 
 
 
 
 
 
1,255,527

 
26,711,048

 
1,155,085

 
0.07
%
 
C/E/F/N
Domo, Inc.
 
Warrants to Purchase Class B Common Stock
 
 
 
 
 
 
 
 
 
6/28/2021
 
62,247

 
511,349

 
847,261

 
0.05
%
 
C/E/N
Snaplogic, Inc.
 
Warrants to Purchase Series Preferred Stock
 
 
 
 
 
 
 
 
 
3/19/2028
 
1,860,000

 
377,722

 
1,600,000

 
0.09
%
 
C/E/N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
27,600,119

 
3,602,346

 
0.21
%
 
 
Diversified Software
 
 
 
 
Actifio, Inc.
 
Warrants to Purchase Series G Preferred Stock
 
 
 
 
 
 
 
 
 
5/5/2027
 
1,052,651

 
188,770

 
467,603

 
0.03
%
 
C/E/N
FinancialForce.com
 
Warrants to Purchase Series C Preferred Stock
 
 
 
 
 
 
 
 
 
1/30/2029
 
840,000

 
287,985

 
293,268

 
0.02
%
 
C/E/N
Tradeshift, Inc.
 
Warrants to Purchase Series D Preferred Stock
 
 
 
 
 
 
 
 
 
3/26/2027
 
1,712,930

 
577,843

 
633,245

 
0.04
%
 
C/E/N
Utilidata, Inc.
 
Warrants to Purchase Preferred Stock
 
 
 
 
 
 
 
 
 
12/22/2022
 
719,998

 
216,336

 
55,980

 

 
C/E/N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,270,934

 
1,450,096

 
0.09
%
 
 
Educational Support Services
 
 
 
 
Edmentum Ultimate Holdings, LLC
 
Class A Common Units
 
 
 
 
 
 
 
 
 
 
 
159,515

 
680,226

 

 

 
B/C/E/N
Edmentum Ultimate Holdings, LLC
 
Warrants to Purchase Class A Units
 
 
 
 
 
 
 
 
 
2/23/2028
 
788,112

 

 

 

 
B/C/E/N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
680,226

 

 

 
 

9





BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Unaudited) (Continued)

June 30, 2019



Issuer
 
Instrument
 

 

 

 

 
Expiration
 
Shares
 
Cost
 
Fair
Value
 
% of Total
Cash and
Investments
 
Notes
Equity Securities (continued)                 
 
 
 
 
 
 
 
 
Electronic Component Manufacturing
 
 
 
 
Adesto Technologies Corporation
 
Warrants to Purchase Common Stock
 
 
 
 
 
 
 
 
 
5/8/2024
 
436,320

 
$
846,724

 
$
703,245

 
0.04
%
 
C/E/N
Soraa, Inc.
 
Warrants to Purchase Preferred Stock
 
 
 
 
 
 
 
 
 
8/29/2024
 
3,071,860

 
478,899

 
1,067,406

 
0.06
%
 
C/E/N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,325,623

 
1,770,651

 
0.10
%
 
 
Equipment Leasing
 
 
 
 
36th Street Capital Partners Holdings, LLC
 
Membership Units
 
 
 
 
 
 
 
 
 
 
 
16,090,666

 
16,090,666

 
22,082,923

 
1.29
%
 
E/F/N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial Investment Activities
 
 
 
 
Conventional Lending TCP Holdings, LLC
 
Membership Units
 
 
 
 
 
 
 
 
 
 
 
1,415,656

 
1,415,656

 
1,415,656

 
0.08
%
 
E/F/I/N
GACP I, LP (Great American Capital)
 
Membership Units
 
 
 
 
 
 
 
 
 
 
 
1,909,060

 
1,909,060

 
2,363,610

 
0.14
%
 
E/I/N
GACP II, LP (Great American Capital)
 
Membership Units
 
 
 
 
 
 
 
 
 
 
 
17,207,181

 
17,207,181

 
17,930,490

 
1.05
%
 
E/I/N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
20,531,897

 
21,709,756

 
1.27
%
 
 
Motion Picture and Video Industries
 
 
 
 
 
 
NEG Parent, LLC (Core Entertainment, Inc.)
 
Class A Units
 
 
 
 
 
 
 
 
 
 
 
2,720,392

 
2,772,807

 
6,708,879

 
0.39
%
 
B/C/E/N
NEG Parent, LLC (Core Entertainment, Inc.)
 
Class A Warrants to Purchase Class A Units
 
 
 
 
 
 
 
 
 
10/17/2026
 
343,387

 
196,086

 
372,559

 
0.02
%
 
B/C/E/N
NEG Parent, LLC (Core Entertainment, Inc.)
 
Class B Warrants to Purchase Class A Units
 
 
 
 
 
 
 
 
 
10/17/2026
 
346,794

 
198,032

 
376,255

 
0.02
%
 
B/C/E/N
NEG Parent, LLC (Core Entertainment, Inc.)
 
Litigation Trust Units
 
 
 
 
 
 
 
 
 
 
 
407

 

 
1,084,249

 
0.06
%
 
B/C/N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3,166,925

 
8,541,942

 
0.49
%
 
 
Other Information Services
 
 
 
 
 
 
Quora, Inc.
 
Warrants to Purchase Series D Preferred Stock
 
 
 
 
 
 
 
 
 
4/11/2029
 
507,704

 
65,245

 
65,245

 

 
C/E/N
SoundCloud, Ltd. (United Kingdom)
 
Warrants to Purchase Preferred Stock
 
 
 
 
 
 
 
 
 
4/29/2025
 
946,498

 
79,082

 
45,143

 

 
C/E/H/N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
144,327

 
110,388

 

 
 
Other Manufacturing
 
 
 
 
 
 
AGY Holding Corp.
 
Common Stock
 
 
 
 
 
 
 
 
 
 
 
1,333,527

 

 

 

 
B/C/E/N
KAGY Holding Company, Inc.
 
Series A Preferred Stock
 
 
 
 
 
 
 
 
 
 
 
9,778

 
1,091,200

 

 

 
B/C/E/N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,091,200

 

 

 
 
Plastics Manufacturing
 
 
 
 
 
 
Iracore Investments Holdings, Inc.
 
Class A Common Stock
 
 
 
 
 
 
 
 
 
 
 
16,207

 
4,177,710

 
1,477,518

 
0.09
%
 
B/C/E/N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


 


 


 
 
Retail
 
 
 
 
 
 
Shop Holding, LLC (Connexity)
 
Class A Units
 
 
 
 
 
 
 
 
 
 
 
507,167

 
480,049

 

 

 
C/E/N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Satellite Telecommunications
 
 
 
 
 
 
Avanti Communications Group, PLC (United Kingdom)
 
Common Stock
 
 
 
 
 
 
 
 
 
 
 
26,576,710

 
4,902,674

 
573,610

 
0.03
%
 
C/D/H
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Scientific Research and Development Services
 
 
 
 
 
 
Envigo RMS Holdings Corp.
 
Common Stock
 
 
 
 
 
 
 
 
 
 
 
36,413

 

 
534,850

 
0.03
%
 
C/E/N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

10





BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Unaudited) (Continued)

June 30, 2019



Issuer
 
Instrument
 
 
 
 
 
 
 
 
 
Expiration
 
Shares
 
Cost
 
Fair
Value
 
% of Total
Cash and
Investments
 
Notes
Equity Securities (continued)                 
 
 
 
 
 
 
 
 
Utility System Construction
 
 
 
 
 
 
Conergy Asia Holdings Limited (United Kingdom)
 
Class B Shares
 
 
 
 
 
 
 
 
 
 
 
1,000,000

 
$
1,000,000

 
$

 

 
C/E/F/H/N
Conergy Asia Holdings Limited (United Kingdom)
 
Ordinary Shares
 
 
 
 
 
 
 
 
 
 
 
3,333

 
7,833,333

 

 

 
C/E/F/H/N
GlassPoint Solar, Inc.
 
Warrants to Purchase Series D Preferred Stock
 
 
 
 
 
 
 
 
 
2/7/2027
 
448,000

 
76,950

 
120,256

 
0.01
%
 
C/E/N
GlassPoint Solar, Inc.
 
Warrants to Purchase Series C-1 Preferred Stock
 
 
 
 
 
 
 
 
 
2/7/2027
 
400,000

 
248,555

 
107,372

 
0.01
%
 
C/E/N
Kawa Solar Holdings Limited (Conergy) (Cayman Islands)
 
Ordinary Shares
 
 
 
 
 
 
 
 
 
 
 
2,332,594

 

 

 

 
C/E/F/H/N
Kawa Solar Holdings Limited (Conergy) (Cayman Islands)
 
Series B Preferred Shares
 
 
 
 
 
 
 
 
 
 
 
93,023

 
1,395,349

 

 

 
C/E/F/H/N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10,554,187

 
227,628

 
0.02
%
 
 
Wired Telecommunications Carriers
 
 
 
 
 
 
V Telecom Investment S.C.A. (Vivacom) (Luxembourg)
 
Common Shares
 
 
 
 
 
 
 
 
 
 
 
1,393

 
3,236,256

 
869,758

 
0.05
%
 
C/D/E/H/N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Equity Securities
 
 

 
123,329,850

 
80,087,802

 
4.68
%
 
  
 
 
 
 
 
 
 
 
 
Total Investments
 
$
1,775,023,171

 
$
1,689,182,269

 
 

 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash and Cash Equivalents
 
 

 
 

 
 

 
  
Cash Held on Account at Various Institutions
 
 
 
 
 
 
 
 
 
     
 
 

 
 

 
21,857,502

 
1.28
%
 
  
Cash and Cash Equivalents
 
21,857,502

 
1.28
%
 
  
 
 
 
 
 
 
 
Total Cash and Investments 
 
$
1,711,039,771

 
100.00
%
 
M

Notes to Consolidated Schedule of Investments:

(A)
Debt investments include investments in bank debt that generally are bought and sold among institutional investors in transactions not subject to registration under the Securities Act 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.
(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.
(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.
(N)
Inputs in the valuation of this investment included certain unobservable inputs that were significant to the valuation as a whole.

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 $382,374,154 and $263,463,486, respectively, for the six months ended June 30, 2019. 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, 2019 was $1,643,591,361 or 96.1% of total cash and investments of the Company.  As of June 30, 2019, approximately 12.7% of the total assets of the Company were not qualifying assets under Section 55(a) of the 1940 Act.

See accompanying notes to the consolidated financial statements.

11





BlackRock TCP Capital Corp.

Consolidated Schedule of Investments

December 31, 2018

Issuer
 
Instrument
 
Ref
 
Floor
 
Spread
 
Total Coupon
 
Maturity
 
Principal
 
Cost
 
Fair
Value
 
% of Total
Cash and
Investments
 
Notes
Debt Investments (A)
 
 
 
 
 
 
Advertising, Public Relations and Marketing
 
 
 
 
 
 
Foursquare Labs, Inc.
 
First Lien Delayed Draw Term Loan (5.0% Exit Fee)
 
LIBOR (Q)
 

 
8.81
%
 
11.56
%
 
6/1/2020
 
$
22,500,000

 
$
22,288,567

 
$
22,343,623

 
1.37
%
 
L/N
InMobi, Inc. (Singapore)
 
First Lien Term Loan
 
LIBOR (Q)
 
1.37
%
 
8.13
%
 
10.88
%
 
9/30/2021
 
$
37,775,057

 
37,432,000

 
37,727,838

 
2.32
%
 
H/N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
59,720,567

 
60,071,461

 
3.69
%
 
 
Air Transportation
 
 
 
 
 
 
Mesa Airlines, Inc.
 
Engine Acquisition Delayed Draw Term Loan A
 
LIBOR (Q)
 

 
7.25
%
 
9.81
%
 
12/14/2021
 
$
12,945,769

 
12,802,291

 
13,130,247

 
0.81
%
 
N
Mesa Airlines, Inc.
 
Engine Acquisition Delayed Draw Term Loan B
 
LIBOR (Q)
 

 
7.25
%
 
9.81
%
 
2/28/2022
 
$
7,683,837

 
7,594,071

 
7,793,332

 
0.48
%
 
N
Mesa Airlines, Inc.
 
Engine Acquisition Delayed Draw Term Loan C
 
LIBOR (Q)
 

 
7.25
%
 
9.81
%
 
7/31/2022
 
$
3,205,798

 
3,166,674

 
3,296,682

 
0.20
%
 
N
Mesa Airlines, Inc.
 
Engine Acquisition Delayed Draw Term Loan C-1
 
LIBOR (Q)
 

 
7.25
%
 
9.81
%
 
9/30/2022
 
$
4,912,965

 
4,845,174

 
5,051,510

 
0.31
%
 
N
Mesa Airlines, Inc.
 
Engine Acquisition Term loan C-3
 
LIBOR (Q)
 

 
7.25
%
 
9.81
%
 
2/28/2023
 
$
1,353,738

 
1,332,947

 
1,391,236

 
0.08
%
 
N
Mesa Air Group, Inc.
 
Junior Loan Agreement (N902FJ)
 
LIBOR (Q)
 

 
7.50
%
 
10.04
%
 
2/1/2022
 
$
1,027,521

 
1,018,433

 
1,014,163

 
0.06
%
 
N
Mesa Air Group, Inc.
 
Junior Loan Agreement (N903FJ)
 
LIBOR (Q)
 

 
7.50
%
 
10.04
%
 
2/1/2022
 
$
1,229,633

 
1,218,758

 
1,213,648

 
0.07
%
 
N
Mesa Air Group, Inc.
 
Junior Loan Agreement (N904FJ)
 
LIBOR (Q)
 

 
7.50
%
 
10.04
%
 
2/1/2022
 
$
1,406,638

 
1,394,198

 
1,388,352

 
0.09
%
 
N
Mesa Air Group, Inc.
 
Junior Loan Agreement (N905FJ)
 
LIBOR (Q)
 

 
7.50
%
 
10.04
%
 
2/1/2022
 
$
979,415

 
970,753

 
966,683

 
0.06
%
 
N
Mesa Air Group, Inc.
 
Junior Loan Agreement (N906FJ)
 
LIBOR (Q)
 

 
7.50
%
 
10.04
%
 
5/1/2022
 
$
1,021,301

 
1,012,097

 
1,008,024

 
0.06
%
 
N
Mesa Air Group, Inc.
 
Junior Loan Agreement (N907FJ)
 
LIBOR (Q)
 

 
7.50
%
 
10.04
%
 
5/1/2022
 
$
1,071,436

 
1,061,780

 
1,057,507

 
0.07
%
 
N
Mesa Air Group, Inc.
 
Junior Loan Agreement (N908FJ)
 
LIBOR (Q)
 

 
7.50
%
 
10.04
%
 
5/1/2022
 
$
1,648,638

 
1,633,781

 
1,627,206

 
0.10
%
 
N
Mesa Air Group, Inc.
 
Junior Loan Agreement (N909FJ)
 
LIBOR (Q)
 

 
7.50
%
 
10.04
%
 
8/1/2022
 
$
683,862

 
677,658

 
674,972

 
0.04
%
 
N
Mesa Air Group, Inc.
 
Junior Loan Agreement (N910FJ)
 
LIBOR (Q)
 

 
7.50
%
 
10.04
%
 
8/1/2022
 
$
647,598

 
641,723

 
639,179

 
0.04
%
 
N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
39,370,338

 
40,252,741

 
2.47
%
 
 
Amusement and Recreation
 
 
 
 
 
 
Blue Star Sports Holdings, Inc.
 
First Lien Delayed Draw Term Loan
 
LIBOR (M)
 
1.00
%
 
5.75
%
 
8.22
%
 
6/15/2024
 
$

 
(15,165
)
 

 

 
K/N
Blue Star Sports Holdings, Inc.
 
First Lien Revolver
 
LIBOR (M)
 
1.00
%
 
5.75
%
 
8.22
%
 
6/15/2024
 
$
122,222

 
119,176

 
119,139

 
0.01
%
 
N
Blue Star Sports Holdings, Inc.
 
First Lien Term Loan
 
LIBOR (M)
 
1.00
%
 
5.75
%
 
8.22
%
 
6/15/2024
 
$
1,500,000

 
1,472,068

 
1,472,250

 
0.09
%
 
N
Machine Zone, Inc.
 
First Lien Term Loan (10.0% Exit Fee)
 
LIBOR (M)
 

 
13.50
%
 
15.85
%
 
2/1/2021
 
$
5,502,976

 
5,439,653

 
5,414,929

 
0.33
%
 
L/N
VSS-Southern Holdings, LLC (Southern Theatres)
 
First Lien Term Loan
 
LIBOR (Q)
 
1.00
%
 
6.50% Cash+2.00% PIK

 
11.30
%
 
11/3/2020
 
$
23,739,142

 
23,504,334

 
24,037,068

 
1.48
%
 
N
VSS-Southern Holdings, LLC (Southern Theatres)
 
Sr Secured Revolver
 
LIBOR (Q)
 
1.00
%
 
6.50% Cash+2.00% PIK

 
11.30
%
 
11/3/2020
 
$
856,164

 
848,517

 
856,165

 
0.05
%
 
N
VSS-Southern Holdings, LLC (Southern Theatres)
 
First Lien Incremental Term Loan
 
LIBOR (Q)
 
1.00
%
 
6.50% Cash+2.00% PIK

 
11.30
%
 
11/2/2022
 
$
1,415,726

 
1,402,020

 
1,433,494

 
0.09
%
 
N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
32,770,603

 
33,333,045

 
2.05
%
 
 
Building Equipment Contractors
 
 
 
 
 
 
Hylan Datacom & Electrical, LLC
 
First Lien Incremental Term Loan
 
LIBOR (M)
 
1.00
%
 
7.50
%
 
10.02
%
 
7/25/2021
 
$
2,496,448

 
2,442,261

 
2,490,207

 
0.15
%
 
N
Hylan Datacom & Electrical, LLC
 
First Lien Term Loan
 
LIBOR (M)
 
1.00
%
 
7.50
%
 
10.02
%
 
7/25/2021
 
$
13,807,225

 
13,691,491

 
13,772,707

 
0.85
%
 
N
TCFI Amteck Holdings, LLC
 
First Lien Delayed Draw Term Loan
 
LIBOR (Q)
 

 
6.25
%
 
9.06
%
 
5/22/2023
 
$
481,249

 
472,488

 
487,746

 
0.03
%
 
N
TCFI Amteck Holdings, LLC
 
First Lien Term Loan
 
LIBOR (Q)
 

 
6.25
%
 
9.06
%
 
5/22/2023
 
$
16,046,661

 
15,753,256

 
16,263,291

 
1.00
%
 
N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
32,359,496

 
33,013,951

 
2.03
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

12





BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Continued)

December 31, 2018


Issuer
 
Instrument
 
Ref
 
Floor
 
Spread
 
Total Coupon
 
Maturity
 
Principal
 
Cost
 
Fair
Value
 
% of Total
Cash and
Investments
 
Notes
Debt Investments (continued)               
 
 
 
 
 
 
 
 
Business Support Services
 
 
 
 
 
 
STG-Fairway Acquisitions, Inc.(First Advantage)
 
Second Lien Term Loan
 
LIBOR (Q)
 
1.00
%
 
9.25
%
 
11.96
%
 
6/30/2023
 
$
31,000,000

 
$
30,671,781

 
$
31,000,000

 
1.91
%
 
N
 
 
 
 
 
 
 
Chemicals
 
 
 
 
 
 
Nanosys, Inc.
 
First Lien Delayed Draw Term Loan (3.5% Exit Fee)
 
LIBOR (Q)
 

 
9.81
%
 
12.56
%
 
4/1/2019
 
$
5,773,290

 
5,728,080

 
5,799,558

 
0.36
%
 
L/N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 

 

 
 
Computer Systems Design and Related Services
 
 
 
 
 
 
Fidelis Acquisitionco, LLC
 
First Lien Term Loan B
 
LIBOR (M)
 

 
8.00% PIK

 
10.44
%
 
12/31/2022
 
$
25,904,525

 
25,904,525

 
22,562,841

 
1.39
%
 
N
Fidelis Acquisitionco, LLC
 
First Lien Term Loan C
 
LIBOR (M)
 

 
10.00% PIK

 
12.44
%
 
12/31/2022
 
$
25,240,108

 
25,240,108

 
21,663,585

 
1.33
%
 
N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
51,144,633

 
44,226,426

 
2.72
%
 
 
Construction
 
 
 
 
 
 
Brannan Sand Gravel Company, LLC
 
First Lien Term Loan
 
LIBOR (Q)
 

 
5.25
%
 
8.06
%
 
7/3/2023
 
$
9,403,553

 
9,272,489

 
9,417,659

 
0.58
%
 
N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Credit (Nondepository)
 
 
 
 
 
 
Auto Trakk SPV, LLC
 
First Lien Delayed Draw Term Loan
 
LIBOR (M)
 
0.50
%
 
6.50
%
 
8.96
%
 
12/21/2021
 
$
22,432,442

 
22,185,057

 
22,498,697

 
1.38
%
 
N
CFG Investments Limited (Caribbean Financial Group) (Cayman Islands)
 
Subordinated Class B Notes
 
Fixed
 

 
9.42
%
 
9.42
%
 
11/15/2026
 
$
28,314,000

 
27,452,195

 
28,998,633

 
1.78
%
 
E/G/H
RSB-160, LLC (Lat20)
 
First Lien Delayed Draw Term Loan
 
LIBOR (Q)
 
1.00
%
 
6.00
%
 
8.80
%
 
7/20/2022
 
$
3,833,333

 
3,762,444

 
3,765,867

 
0.23
%
 
N
RSB-160, LLC (Lat20)
 
First Lien Incremental Delayed Draw Term Loan
 
LIBOR (Q)
 
1.00
%
 
6.00
%
 
8.80
%
 
7/20/2022
 
$

 

 
10,646

 

 
N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
53,399,696

 
55,273,843

 
3.39
%
 
 
Credit Related Activities
 
 
 
 
 
 
Pegasus Business Intelligence, LP (Onyx Centersource)
 
First Lien Incremental Term Loan
 
LIBOR (Q)
 
1.00
%
 
6.25
%
 
9.06
%
 
12/20/2021
 
$
5,737,148

 
5,737,148

 
5,823,206

 
0.36
%
 
N
Pegasus Business Intelligence, LP (Onyx Centersource)
 
First Lien Term Loan
 
LIBOR (Q)
 
1.00
%
 
6.25
%
 
9.06
%
 
12/20/2021
 
$
14,278,605

 
14,188,274

 
14,492,784

 
0.89
%
 
N
Pegasus Business Intelligence, LP (Onyx Centersource)
 
Revolver
 
LIBOR (Q)
 
1.00
%
 
6.25
%
 
9.06
%
 
12/20/2021
 
$

 
(4,047
)
 

 

 
K/N
Pacific Union Financial, LLC
 
First Lien Term Loan
 
LIBOR (M)
 
1.00
%
 
7.50
%
 
9.85
%
 
4/21/2022
 
$
24,583,333

 
24,410,715

 
24,891,854

 
1.53
%
 
N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
44,332,090

 
45,207,844

 
2.78
%
 
 
Data Processing and Hosting Services
 
 
 
 
 
 
Applause App Quality, Inc.
 
First Lien Term Loan
 
LIBOR (M)
 
1.00
%
 
5.00
%
 
7.48
%
 
9/20/2022
 
$
20,772,306

 
20,444,242

 
20,634,170

 
1.27
%
 
N
Applause App Quality, Inc.
 
Sr Secured Revolver
 
LIBOR (M)
 
1.00
%
 
5.00
%
 
7.48
%
 
9/20/2022
 
$

 
(22,511
)
 
(10,040
)
 

 
K/N
Datto, Inc.
 
First Lien Term Loan
 
LIBOR (M)
 
1.00
%
 
8.00
%
 
10.46
%
 
12/7/2022
 
$
27,792,848

 
27,330,546

 
27,695,573

 
1.70
%
 
N
Datto, Inc.
 
Sr Secured Revolver
 
LIBOR (M)
 
1.00
%
 
8.00
%
 
10.46
%
 
12/7/2022
 
$

 
(29,490
)
 
(6,547
)
 

 
K/N
DigiCert Holdings, Inc.
 
Second Lien Term Loan
 
LIBOR (M)
 
1.00
%
 
8.00
%
 
10.52
%
 
10/31/2025
 
$
9,590,821

 
9,562,544

 
9,339,062

 
0.57
%
 
G
Domo, Inc.
 
First Lien Delayed Draw Term Loan (4.5% Exit Fee)
 
LIBOR (Q)
 

 
5.50% Cash+2.50% PIK

 
10.50
%
 
6/1/2021
 
$
50,827,704

 
50,270,460

 
50,601,521

 
3.11
%
 
L/N
Donuts Inc.
 
First Lien Revolver
 
LIBOR (Q)
 
1.00
%
 
6.25
%
 
9.05
%
 
9/17/2023
 
$
373,849

 
344,520

 
363,194

 
0.02
%
 
N
Donuts Inc.
 
First Lien Term Loan
 
LIBOR (Q)
 
1.00
%
 
6.25
%
 
9.05
%
 
9/17/2023
 
$
10,965,517

 
10,652,302

 
10,653,000

 
0.66
%
 
N
Pulse Secure, LLC
 
First Lien Term Loan
 
LIBOR (M)
 
1.00
%
 
7.00
%
 
9.39
%
 
5/1/2022
 
$
11,384,532

 
11,264,016

 
11,430,070

 
0.70
%
 
N
Pulse Secure, LLC
 
Sr Secured Revolver
 
LIBOR (M)
 
1.00
%
 
7.00
%
 
9.39
%
 
5/1/2022
 
$

 
(13,473
)
 

 

 
K/N
SnapLogic, Inc.
 
First Lien Term Loan
 
LIBOR (Q)
 

 
7.81% Cash+2.00% PIK

 
12.56
%
 
3/1/2022
 
$
31,313,470

 
30,684,121

 
31,313,470

 
1.93
%
 
N
TierPoint, LLC
 
Second Lien Term Loan
 
LIBOR (M)
 
1.00
%
 
7.25
%
 
9.77
%
 
5/5/2025
 
$
4,275,000

 
4,234,570

 
4,058,578

 
0.25
%
 
 
Web.com Group Inc.
 
Second Lien Term Loan
 
LIBOR (Q)
 

 
7.75
%
 
10.17
%
 
10/11/2026
 
$
23,493,200

 
23,320,082

 
23,317,001

 
1.43
%
 
J/N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
188,041,929

 
189,389,052

 
11.64
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

13





BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Continued)

December 31, 2018


Issuer
 
Instrument
 
Ref
 
Floor
 
Spread
 
Total Coupon
 
Maturity
 
Principal
 
Cost
 
Fair
Value
 
% of Total
Cash and
Investments
 
Notes
Debt Investments (continued)               
 
 
 
 
 
 
 
 
Diversified Software
 
 
 
 
 
 
Acronis International GmbH (Switzerland)
 
First Lien Term Loan
 
LIBOR (Q)
 
1.00
%
 
11.50%Cash+2.00% PIK

 
16.31
%
 
7/16/2020
 
$
15,196,285

 
$
15,200,725

 
$
15,196,285

 
0.94
 %
 
H/N
ArcServe (USA), LLC
 
Second Lien Term Loan
 
LIBOR (Q)
 
0.50
%
 
8.50% Cash+1.25% PIK

 
12.55
%
 
1/31/2020
 
$
31,075,558

 
30,932,264

 
30,997,869

 
1.91
 %
 
N
Autoalert, LLC
 
First Lien Incremental Term Loan
 
LIBOR (Q)
 
0.25
%
 
5.75% Cash+3.00% PIK

 
11.19
%
 
12/31/2020
 
$
37,886,155

 
37,654,959

 
38,113,472

 
2.35
 %
 
N
Autoalert, LLC
 
First Lien Term Loan
 
LIBOR (Q)
 
0.25
%
 
5.75% Cash+3.00% PIK

 
11.19
%
 
12/31/2020
 
$
14,993,418

 
14,790,062

 
15,083,378

 
0.93
 %
 
N
Bond International Software, Inc. (United Kingdom)
 
First Lien Term Loan
 
LIBOR (M)
 
1.00
%
 
10.00
%
 
12.40
%
 
11/4/2021
 
$
26,358,696

 
25,955,777

 
25,122,473

 
1.55
 %
 
H/N
Certify, Inc.
 
First Lien FILO Term Loan
 
LIBOR (M)
 
1.00
%
 
6.25
%
 
8.77
%
 
1/30/2022
 
$
15,863,835

 
15,632,297

 
15,625,877

 
0.96
 %
 
N
DealerFX, Inc.
 
First Lien Term Loan
 
LIBOR (Q)
 

 
6.25% Cash+2.00% PIK

 
11.06
%
 
2/1/2023
 
$
16,016,055

 
15,742,618

 
16,118,558

 
0.99
 %
 
N
ECI Macola/Max Holding, LLC
 
Second Lien Term Loan
 
LIBOR (Q)
 
1.00
%
 
8.00
%
 
10.80
%
 
9/19/2025
 
$
24,840,563

 
24,634,138

 
24,343,752

 
1.50
 %
 
N
Fishbowl, Inc.
 
First Lien Term Loan
 
LIBOR (Q)
 

 
4.80% Cash+8.45% PIK

 
16.06
%
 
1/26/2022
 
$
21,976,505

 
21,542,497

 
20,751,314

 
1.28
 %
 
N
iCIMS, Inc.
 
First Lien Term Loan
 
LIBOR (Q)
 
1.00
%
 
6.50
%
 
9.02
%
 
9/12/2024
 
$
7,851,765

 
7,699,495

 
7,698,655

 
0.47
 %
 
N
iCIMS, Inc.
 
Sr Secured Revolver
 
LIBOR (Q)
 
1.00
%
 
6.50
%
 
9.02
%
 
9/12/2024
 
$

 
(9,323
)
 
(9,569
)
 

 
K/N
JAMF Holdings, Inc.
 
First Lien Term Loan
 
LIBOR (Q)
 
1.00
%
 
8.00
%
 
10.61
%
 
11/13/2022
 
$
14,160,797

 
13,927,609

 
13,990,868

 
0.86
 %
 
N
JAMF Holdings, Inc.
 
Sr Secured Revolver
 
LIBOR (Q)
 
1.00
%
 
8.00
%
 
10.61
%
 
11/13/2022
 
$

 
(18,815
)
 
(14,569
)
 

 
K/N
Lithium Technologies, LLC
 
First Lien Term Loan
 
LIBOR (M)
 
1.00
%
 
8.00
%
 
10.39
%
 
10/3/2022
 
$
20,884,731

 
20,520,511

 
20,529,691

 
1.26
 %
 
N
Lithium Technologies, LLC
 
Sr Secured Revolver
 
LIBOR (M)
 
1.00
%
 
8.00
%
 
10.39
%
 
10/3/2022
 
$

 
(25,897
)
 
(25,978
)
 

 
K/N
Lithium Technologies, LLC
 
First Lien Incremental Term Loan
 
LIBOR (M)
 
1.00
%
 
8.00
%
 
10.39
%
 
10/3/2022
 
$
7,131,905

 
6,977,108

 
7,010,663

 
0.43
 %
 
N
Lithium Technologies, LLC
 
Sr Secured Revolver
 
LIBOR (M)
 
1.00
%
 
8.00
%
 
10.39
%
 
10/3/2022
 
$

 
(9,610
)
 
(7,739
)
 

 
K/N
Space Midco, Inc. (Archibus)
 
First Lien Term Loan
 
LIBOR (M)
 

 
6.25
%
 
8.69
%
 
12/5/2023
 
$
4,444,444

 
4,356,066

 
4,355,556

 
0.27
 %
 
N
Space Midco, Inc. (Archibus)
 
Sr Secured Revolver
 
LIBOR (M)
 

 
6.25
%
 
8.69
%
 
12/5/2023
 
$

 
(5,473
)
 
(5,556
)
 

 
K/N
Team Software, Inc.
 
First Lien Revolver
 
LIBOR (Q)
 

 
5.50
%
 
8.31
%
 
9/17/2023
 
$

 
(49,632
)
 
(49,508
)
 

 
K/N
Team Software, Inc.
 
First Lien Term Loan
 
LIBOR (Q)
 

 
5.50
%
 
8.31
%
 
9/17/2023
 
$
13,167,038

 
12,979,534

 
12,981,383

 
0.80
 %
 
N
Telarix, Inc.
 
First Lien Term Loan
 
LIBOR (M)
 
1.00
%
 
6.00
%
 
8.47
%
 
11/19/2023
 
$
7,500,000

 
7,388,692

 
7,387,500

 
0.45
 %
 
N
Telarix, Inc.
 
Sr Secured Revolver
 
LIBOR (M)
 
1.00
%
 
6.00
%
 
8.47
%
 
11/19/2023
 
$

 
(5,231
)
 
(5,357
)
 

 
K/N
Tradeshift Holdings, Inc.
 
First Lien Delayed Draw Term Loan (7.0% Exit Fee)
 
LIBOR (Q)
 

 
8.88
%
 
11.63
%
 
9/1/2020
 
$
19,117,528

 
18,692,528

 
19,569,008

 
1.20
 %
 
L/N
Utilidata, Inc.
 
First Lien Delayed Draw Term Loan (4.0% Exit Fee)
 
LIBOR (Q)
 

 
9.88
%
 
12.63
%
 
6/1/2019
 
$
1,973,398

 
1,955,853

 
1,888,937

 
0.12
 %
 
L/N
Xactly Corporation
 
First Lien Incremental Term Loan
 
LIBOR (Q)
 
1.00
%
 
7.25
%
 
9.78
%
 
7/31/2022
 
$
2,726,918

 
2,680,492

 
2,726,918

 
0.17
 %
 
N
Xactly Corporation
 
First Lien Term Loan
 
LIBOR (Q)
 
1.00
%
 
7.25
%
 
9.78
%
 
7/31/2022
 
$
16,397,517

 
16,146,078

 
16,397,517

 
1.01
 %
 
N
Xactly Corporation
 
Sr Secured Revolver
 
LIBOR (Q)
 
1.00
%
 
7.25
%
 
9.78
%
 
7/31/2022
 
$

 
(20,188
)
 

 

 
K/N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
315,265,134

 
315,771,398

 
19.45
 %
 
 
Educational Support Services
 
 
 
 
 
 
Edmentum, Inc.
 
First Lien Term Loan B
 
LIBOR (Q)
 

 
8.50
%
 
11.03
%
 
6/9/2021
 
$
6,187,476

 
5,276,592

 
6,187,478

 
0.38
 %
 
B/N
Edmentum, Inc.
 
Junior Revolving Facility
 
Fixed
 

 
5.00
%
 
5.00
%
 
6/9/2020
 
$
1,153,071

 
1,153,071

 
1,153,076

 
0.07
 %
 
B/N
Edmentum, Inc.
 
Second Lien Term Loan
 
Fixed
 

 
7.00% PIK

 
7.00
%
 
12/8/2021
 
$
7,719,061

 
7,719,061

 
7,719,069

 
0.47
 %
 
B/N
Edmentum Ultimate Holdings, LLC
 
Sr PIK Notes
 
Fixed
 

 
8.50
%
 
8.50
%
 
6/9/2020
 
$
3,375,453

 
3,375,453

 
3,375,453

 
0.21
 %
 
B/N
Edmentum Ultimate Holdings, LLC
 
Jr PIK Notes
 
Fixed
 

 
10.00
%
 
10.00
%
 
6/9/2020
 
$
15,931,540

 
15,700,810

 
11,152,078

 
0.69
 %
 
B/N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
33,224,987

 
29,587,154

 
1.82
 %
 
 
Electronic Component Manufacturing
 
 
 
 
 
 
Adesto Technologies Corporation
 
First Lien Term Loan
 
LIBOR (Q)
 
1.00
%
 
8.75
%
 
11.56
%
 
5/8/2022
 
$
17,816,424

 
16,762,198

 
16,979,052

 
1.04
 %
 
N
Soraa, Inc.
 
Tranche A Term Loan (4.33% Exit Fee)
 
LIBOR (Q)
 
0.44
%
 
9.33
%
 
12.15
%
 
12/31/2019
 
$
5,425,530

 
5,345,178

 
5,042,759

 
0.31
 %
 
L/N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
22,107,376

 
22,021,811

 
1.35
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

14





BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Continued)

December 31, 2018


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


 


 


 
 
Equipment Leasing
 
 
 
 
 
 
36th Street Capital Partners Holdings, LLC
 
Senior Note
 
Fixed
 

 
12.00
%
 
12.00
%
 
11/1/2020
 
$
27,839,419

 
$
27,839,419

 
$
27,839,419

 
1.71
 %
 
E/F/N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial Investment Activities
 
 
 
 
 
 
Aretec Group, Inc. (Cetera)
 
Second Lien Term Loan
 
LIBOR (M)
 

 
8.25
%
 
10.77
%
 
10/1/2026
 
$
27,105,263

 
26,835,011

 
26,969,737

 
1.66
 %
 
N
Credit Suisse AG (Cayman Islands)
 
Asset-Backed Credit Linked Notes
 
LIBOR (M)
 

 
9.50
%
 
11.80
%
 
4/12/2025
 
$
38,000,000

 
38,000,000

 
36,540,800

 
2.25
 %
 
H/I/N
HighTower Holding, LLC
 
Second Lien Delayed Draw Term Loan
 
LIBOR (Q)
 
1.00
%
 
8.25
%
 
10.77
%
 
1/31/2026
 
$

 
(123,019
)
 
(135,726
)
 
(0.01
)%
 
K/N
HighTower Holding, LLC
 
Second Lien Term Loan
 
LIBOR (M)
 
1.00
%
 
8.25
%
 
10.64
%
 
1/31/2026
 
$
15,080,645

 
14,696,998

 
14,748,871

 
0.91
 %
 
N
Institutional Shareholder Services, Inc.
 
Second Lien Term Loan
 
LIBOR (Q)
 
1.00
%
 
7.75
%
 
10.55
%
 
10/16/2025
 
$
4,333,333

 
4,314,098

 
4,268,333

 
0.26
 %
 
N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
83,723,088

 
82,392,015

 
5.07
 %
 
 
Health Care
 
 
 
 
 
 
Pacific Coast Holdings Investment, LLC (KPC Healthcare)
 
First Lien Term Loan
 
LIBOR (M)
 
1.00
%
 
7.50
%
 
10.02
%
 
2/14/2021
 
$
29,288,064

 
29,037,391

 
29,727,385

 
1.83
 %
 
N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Insurance
 
 
 
 
 
 
2-10 Holdco, Inc.
 
First Lien Term Loan
 
LIBOR (M)
 

 
6.25
%
 
8.77
%
 
10/31/2024
 
$
4,583,333

 
4,493,433

 
4,491,667

 
0.28
 %
 
N
2-10 Holdco, Inc.
 
Sr Secured Revolver
 
LIBOR (M)
 

 
6.25
%
 
8.77
%
 
10/31/2024
 
$

 
(8,102
)
 
(8,333
)
 

 
K/N
Higginbotham Insurance Agency, Inc.
 
Second Lien Term Loan
 
LIBOR (M)
 
1.00
%
 
7.25
%
 
9.76
%
 
12/19/2025
 
$
16,417,578

 
16,312,313

 
16,253,402

 
1.00
 %
 
N
IAS Investco, Inc.
 
First Lien Delayed Draw Term Loan A
 
LIBOR (M)
 
1.00
%
 
5.50
%
 
8.02
%
 
1/24/2021
 
$
5,610,000

 
5,569,506

 
5,565,120

 
0.34
 %
 
N
IAS Investco, Inc.
 
First Lien Delayed Draw Term Loan B
 
LIBOR (M)
 
1.00
%
 
5.50
%
 
8.02
%
 
1/24/2021
 
$
600,000

 
588,544

 
586,286

 
0.04
 %
 
N
IAS Investco, Inc.
 
First Lien Term Loan
 
LIBOR (M)
 
1.00
%
 
5.50
%
 
8.02
%
 
1/24/2021
 
$
4,178,571

 
4,148,342

 
4,145,143

 
0.26
 %
 
N
US Apple Holdco, LLC (Ventiv Technology)
 
First Lien FILO Term Loan
 
LIBOR (Q)
 
1.00
%
 
7.96
%
 
10.57
%
 
8/15/2020
 
$
20,151,515

 
20,017,875

 
20,092,068

 
1.24
 %
 
N
US Apple Holdco, LLC (Ventiv Technology)
 
First Lien Incremental Tranche B FILO Term Loan
 
LIBOR (Q)
 
1.00
%
 
7.96
%
 
10.57
%
 
8/15/2020
 
$
4,371,000

 
4,329,254

 
4,358,106

 
0.27
 %
 
N
US Apple Holdco, LLC (Ventiv Technology)
 
First Lien Incremental Tranche B FILO Term Loan
 
LIBOR (Q)
 
1.00
%
 
7.00
%
 
9.81
%
 
8/15/2020
 
$
12,000,000

 
11,941,059

 
11,964,600

 
0.74
 %
 
N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
67,392,224

 
67,448,059

 
4.17
 %
 
 
Lessors of Nonfinancial Licenses
 
 
 
 
 
 
ABG Intermediate Holdings 2, LLC (Authentic Brands)
 
Second Lien Term Loan
 
LIBOR (M)
 
1.00
%
 
7.75
%
 
10.27
%
 
9/29/2025
 
$
15,000,000

 
14,897,544

 
14,775,000

 
0.91
 %
 
N
Kenneth Cole Productions, Inc.
 
First Lien FILO Term Loan
 
LIBOR (Q)
 
1.00
%
 
7.75
%
 
10.31
%
 
12/28/2023
 
$
24,445,537

 
24,261,768

 
24,449,204

 
1.50
 %
 
N
PSEB, LLC (Eddie Bauer)
 
First Lien FILO II Term Loan
 
Prime
 

 
7.25
%
 
12.75
%
 
10/12/2023
 
$
10,793,402

 
10,503,078

 
10,496,583

 
0.65
 %
 
N
PSEB, LLC (Eddie Bauer)
 
First Lien Term Loan
 
Prime
 

 
7.00
%
 
12.25
%
 
10/12/2023
 
$
41,374,706

 
40,270,155

 
40,236,902

 
2.48
 %
 
N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
89,932,545

 
89,957,689

 
5.54
 %
 
 
Management, Scientific, and Technical Consulting Services
 
 
 
 
 
 
Dodge Data & Analytics, LLC
 
First Lien Delayed Draw Term Loan
 
LIBOR (Q)
 
1.00
%
 
7.00
%
 
9.81
%
 
5/1/2020
 
$
939,723

 
937,704

 
938,078

 
0.06
 %
 
N
Dodge Data & Analytics, LLC
 
First Lien Term Loan
 
LIBOR (Q)
 
1.00
%
 
7.00
%
 
9.81
%
 
5/1/2020
 
$
38,013,149

 
37,925,182

 
37,946,626

 
2.33
 %
 
N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
38,862,886

 
38,884,704

 
2.39
 %
 
 
Metal Manufacturing
 
 
 
 
 
 
Neenah Foundry Company
 
First Lien Term Loan B
 
LIBOR (Q)
 

 
6.50
%
 
9.12
%
 
12/13/2022
 
$
5,218,642

 
5,173,487

 
5,166,455

 
0.32
 %
 
N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Motion Picture and Video Industries
 
 
 
 
 
 
NEG Holdings, LLC (CORE Entertainment, Inc.)
 
First Lien Term Loan
 
LIBOR (Q)
 
1.00
%
 
8.00% PIK

 
10.80
%
 
10/17/2022
 
$
1,574,099

 
1,574,099

 
1,574,099

 
0.10
 %
 
B/N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

15





BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Continued)

December 31, 2018


Issuer
 
Instrument
 
Ref
 
Floor
 
Spread
 
Total Coupon
 
Maturity
 
Principal
 
Cost
 
Fair
Value
 
% of Total
Cash and
Investments
 
Notes
Debt Investments (continued)
 
 
 
 
 
 
 
 
Other Information Services
 
 
 
 
 
 
Discoverorg, LLC
 
Second Lien Incremental Term Loan
 
LIBOR (Q)
 
1.00
%
 
8.50
%
 
11.03
%
 
2/26/2024
 
$
3,419,277

 
$
3,404,541

 
$
3,435,005

 
0.21
 %
 
N
Discoverorg, LLC
 
Second Lien Term Loan
 
LIBOR (Q)
 
1.00
%
 
8.50
%
 
11.03
%
 
2/26/2024
 
$
12,839,252

 
12,738,498

 
12,898,312

 
0.79
 %
 
N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
16,143,039

 
16,333,317

 
1.00
 %
 
 
Other Manufacturing
 
 
 
 
 
 
AGY Holding Corp.
 
Sr Secured Term Loan
 
Fixed
 

 
12.00
%
 
12.00
%
 
5/18/2020
 
$
4,869,577

 
4,869,577

 
4,869,577

 
0.30
 %
 
B/N
AGY Holding Corp.
 
Second Lien Notes
 
Fixed
 

 
11.00
%
 
11.00
%
 
11/15/2020
 
$
9,777,740

 
8,096,057

 
9,777,740

 
0.60
 %
 
B/E/N
AGY Holding Corp.
 
Delayed Draw Term Loan
 
Fixed
 

 
12.00
%
 
12.00
%
 
5/18/2020
 
$
1,049,146

 
1,049,146

 
1,049,147

 
0.06
 %
 
B/N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
14,014,780

 
15,696,464

 
0.96
 %
 
 
Other Real Estate Activities
 
 
 
 
 
 
Greystone Select Holdings, LLC
 
First Lien Term Loan
 
LIBOR (M)
 
1.00
%
 
8.00
%
 
10.51
%
 
4/17/2024
 
$
25,076,693

 
24,873,125

 
25,828,994

 
1.59
 %
 
N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


 


 


 
 
Other Telecommunications
 
 
 
 
 
 
Securus Technologies, Inc.
 
Second Lien Term Loan
 
LIBOR (M)
 
1.00
%
 
8.25
%
 
10.77
%
 
11/1/2025
 
$
25,846,154

 
25,636,438

 
25,006,154

 
1.54
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Pharmaceuticals
 
 
 
 
 
 
P&L Development, LLC
 
First Lien Term Loan
 
LIBOR (Q)
 
1.00
%
 
8.00
%
 
10.40
%
 
5/18/2022
 
$
489,643

 
489,643

 
460,460

 
0.03
 %
 
N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Plastics Manufacturing
 
 
 
 
 
 
Iracore International, Inc.
 
First Lien Term Loan
 
LIBOR (Q)
 
1.00
%
 
9.00
%
 
11.63
%
 
4/13/2021
 
$
1,900,733

 
1,900,733

 
1,900,733

 
0.12
 %
 
B/N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Publishing
 
 
 
 
 
 
Bisnow, LLC
 
First Lien Revolver
 
LIBOR (Q)
 

 
7.50
%
 
9.94
%
 
9/21/2022
 
$

 
(14,023
)
 
(1,800
)
 

 
K/N
Bisnow, LLC
 
First Lien Term Loan
 
LIBOR (Q)
 

 
7.50
%
 
9.94
%
 
9/21/2022
 
$
11,412,284

 
11,255,232

 
11,395,166

 
0.70
 %
 
N
Patient Point Network Solutions, LLC
 
First Lien Term Loan
 
LIBOR (Q)
 
1.00
%
 
7.50
%
 
10.30
%
 
6/26/2022
 
$
6,783,498

 
6,717,412

 
6,825,895

 
0.42
 %
 
N
Patient Point Network Solutions, LLC
 
Sr Secured Revolver
 
LIBOR (Q)
 
1.00
%
 
7.50
%
 
10.30
%
 
6/26/2022
 
$

 
(3,994
)
 

 

 
K/N
Patient Point Network Solutions, LLC
 
First Lien Incremental Term Loan
 
LIBOR (Q)
 
1.00
%
 
7.50
%
 
10.30
%
 
6/26/2022
 
$
1,307,421

 
1,291,842

 
1,315,592

 
0.08
 %
 
N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
19,246,469

 
19,534,853

 
1.20
 %
 
 
Radio and Television Broadcasting
 
 
 
 
 
 
NEP II, Inc.
 
Second Lien Term Loan
 
LIBOR (M)
 

 
7.00
%
 
9.52
%
 
10/19/2026
 
$
18,769,990

 
18,676,292

 
17,737,641

 
1.09
 %
 
G/N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Real Estate Leasing
 
 
 
 
 
 
Daymark Financial Acceptance, LLC
 
First Lien Delayed Draw Term Loan
 
LIBOR (M)
 

 
9.50
%
 
11.85
%
 
1/12/2020
 
$
14,000,000

 
13,945,511

 
13,878,900

 
0.85
 %
 
N
Home Partners of America, Inc.
 
First Lien Delayed Draw Term Loan
 
LIBOR (M)
 
1.00
%
 
6.25
%
 
8.77
%
 
10/13/2022
 
$

 

 
19,286

 

 
N
Home Partners of America, Inc.
 
First Lien Term Loan
 
LIBOR (M)
 
1.00
%
 
6.25
%
 
8.77
%
 
10/13/2022
 
$
2,857,143

 
2,817,711

 
2,840,000

 
0.17
 %
 
N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
16,763,222

 
16,738,186

 
1.02
 %
 
 
Retail
 
 
 
 
 
 
USR Parent, Inc. (Staples)
 
First Lien FILO Term Loan
 
LIBOR (M)
 
1.00
%
 
8.84
%
 
11.18
%
 
9/12/2022
 
$
7,525,874

 
7,376,741

 
7,531,142

 
0.46
 %
 
N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Satellite Telecommunications
 
 
 
 
 
 
Avanti Communications Group, PLC (United Kingdom)
 
Sr New Money Initial Note
 
Fixed
 

 
9.00% PIK

 
9.00
%
 
10/1/2022
 
$
1,524,339

 
1,491,697

 
1,152,172

 
0.07
 %
 
E/G/H/N
Avanti Communications Group, PLC (United Kingdom)
 
Sr Second-Priority PIK Toggle Note
 
Fixed
 

 
9.00
%
 
9.00
%
 
10/1/2022
 
$
3,889,686

 
3,808,971

 
2,940,019

 
0.18
 %
 
E/G/H/N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
5,300,668

 
4,092,191

 
0.25
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

16





BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Continued)

December 31, 2018


Issuer
 
Instrument
 
Ref
 
Floor
 
Spread
 
Total Coupon
 
Maturity
 
Principal
 
Cost
 
Fair
Value
 
% of Total
Cash and
Investments
 
Notes
Debt Investments (continued)
 
 
 
 
 
 
 
 
Scientific Research and Development Services
 
 
 
 
 
 
Envigo Holdings, Inc. (BPA Laboratories, Inc.) (United Kingdom)
 
First Lien Term Loan
 
LIBOR (Q)
 

 
5.75
%
 
8.55
%
 
4/29/2020
 
$
1,857,267

 
$
1,747,856

 
$
1,792,262

 
0.11
 %
 
H/N
Envigo Holdings, Inc. (BPA Laboratories, Inc.) (United Kingdom)
 
Second Lien Term Loan
 
LIBOR (Q)
 

 
7.75
%
 
10.55
%
 
4/29/2020
 
$
4,189,589

 
2,787,441

 
3,906,792

 
0.24
 %
 
H/N
Envigo Holdings, Inc. (BPA Laboratories, Inc.) (United Kingdom)
 
First Lien Term Loan
 
LIBOR (M)
 
1.00
%
 
8.50
%
 
10.93
%
 
11/3/2021
 
$
34,494,622

 
34,071,469

 
32,769,891

 
2.02
 %
 
G/H/N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
38,606,766

 
38,468,945

 
2.37
 %
 
 
Support Activities for Rail Transportation
 
 
 
 
 
 
Florida East Coast Industries, LLC
 
First Lien Term Loan B
 
LIBOR (M)
 

 
6.50
%
 
8.93
%
 
12/13/2021
 
$
3,214,286

 
3,150,403

 
3,182,143

 
0.20
 %
 
N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Traveler Arrangement
 
 
 
 
 
 
CIBT Solutions, Inc.
 
Second Lien Term Loan
 
LIBOR (Q)
 
1.00
%
 
7.75
%
 
10.55
%
 
6/1/2025
 
$
7,611,914

 
7,544,882

 
7,516,765

 
0.46
 %
 
G/N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Utility System Construction
 
 
 
 
 
 
Conergy Asia & ME Pte. Ltd (Singapore)
 
First Lien Term Loan
 
Fixed
 

 
10.00
%
 
10.00
%
 
5/26/2020
 
$
1,773,807

 
1,773,807

 
1,773,807

 
0.11
 %
 
F/H/N
GlassPoint Solar, Inc.
 
First Lien Term Loan (4.0% Exit Fee)
 
LIBOR (Q)
 

 
8.50
%
 
11.25
%
 
8/1/2020
 
$
5,434,622

 
5,387,085

 
5,355,005

 
0.33
 %
 
L/N
GlassPoint Solar, Inc.
 
First Lien Term Loan (5.0% Exit Fee)
 
LIBOR (Q)
 

 
11.44
%
 
14.19
%
 
8/1/2020
 
$
2,951,368

 
2,798,858

 
2,958,156

 
0.18
 %
 
L/N
Kawa Solar Holdings Limited (Conergy) (Cayman Islands)
 
Bank Guarantee Credit Facility
 
Fixed
 

 
0.00
%
 
0.00
%
 
5/26/2020
 
$
14,155,971

 
14,155,971

 
11,682,923

 
0.72
 %
 
C/F/H/N
Kawa Solar Holdings Limited (Conergy) (Cayman Islands)
 
Revolving Credit Facility
 
Fixed
 

 
0.00
%
 
0.00
%
 
5/26/2020
 
$
8,668,850

 
8,668,850

 
2,922,269

 
0.18
 %
 
C/F/H/N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
32,784,571

 
24,692,160

 
1.52
 %
 
 
Wholesalers
 
 
 
 
 
 
FreePoint Commodities, LLC
 
Second Lien Term Loan
 
LIBOR (M)
 
1.00
%
 
8.25
%
 
10.71
%
 
6/13/2023
 
$
15,000,000

 
14,855,083

 
14,875,500

 
0.92
 %
 
N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Wired Telecommunications Carriers
 
 
 
 
 
 
American Broadband Holding Company
 
First Lien Term Loan
 
LIBOR (Q)
 
1.25
%
 
7.75
%
 
10.55
%
 
10/25/2022
 
$
17,500,308

 
17,152,164

 
17,363,805

 
1.07
 %
 
N
TPC Intermediate Holdings, LLC
 
First Lien Delayed Draw Term Loan
 
LIBOR (Q)
 
1.00
%
 
6.00
%
 
8.80
%
 
5/15/2023
 
$
807,706

 
789,592

 
794,042

 
0.05
 %
 
N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
17,941,756

 
18,157,847

 
1.12
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Debt Investments
 
1,526,248,949

 
1,515,109,263

 
93.22
 %
 
 

17





BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Continued)

December 31, 2018


Issuer
 
Instrument
 
 
 
 
 
 
 
 
 
Expiration
 
Shares
 
Cost
 
Fair
Value
 
% of Total
Cash and
Investments
 
Notes
Equity Securities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Advertising, Public Relations and Marketing
Foursquare Labs, Inc.
 
Warrants to Purchase Series E Preferred Stock
 
 
 
 
 
 
 
 
 
5/4/2027
 
1,125,000

 
$
185,450

 
$
130,725

 
0.01
%
 
C/E/N
InMobi, Inc. (Singapore)
 
Warrants to Purchase Common Stock
 
 
 
 
 
 
 
 
 
8/15/2027
 
1,327,869

 
212,360

 
340,200

 
0.02
%
 
C/E/H/N
InMobi, Inc. (Singapore)
 
Warrants to Purchase Series E Preferred Stock (Strike Price $20.01)
 
 
 
 
 
 
 
 
 
9/18/2025
 
1,049,996

 
276,492

 
558,388

 
0.03
%
 
C/E/H/N
InMobi, Inc. (Singapore)
 
Warrants to Purchase Series E Preferred Stock (Strike Price $28.58)
 
 
 
 
 
 
 
 
 
10/3/2028
 
1,511,002

 
93,407

 
164,095

 
0.01
%
 
C/E/H/N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
767,709

 
1,193,408

 
0.07
%
 
 
Air Transportation
Aircraft Leased to United Airlines, Inc.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
United N659UA-767, LLC (N659UA)
 
Trust Beneficial Interests
 
 
 
 
 
 
 
 
 
 
 
683

 
2,527,274

 
2,826,708

 
0.17
%
 
E/F/N
United N661UA-767, LLC (N661UA)
 
Trust Beneficial Interests
 
 
 
 
 
 
 
 
 
 
 
688

 
2,608,991

 
2,896,083

 
0.18
%
 
E/F/N
Epic Aero, Inc (One Sky)
 
Common Stock
 
 
 
 
 
 
 
 
 

 
1,842

 
855,313

 
5,030,670

 
0.31
%
 
C/N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
5,991,578

 
10,753,461

 
0.66
%
 
 
Business Support Services
Findly Talent, LLC
 
Membership Units
 
 
 
 
 
 
 
 
 
 
 
708,229

 
230,938

 
33,995

 

 
C/E/N
STG-Fairway Holdings, LLC (First Advantage)
 
Class A Units
 
 
 
 
 
 
 
 
 
 
 
803,961

 
325,432

 
2,708,384

 
0.17
%
 
C/E/N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
556,370

 
2,742,379

 
0.17
%
 
 
Chemicals
Green Biologics, Inc.
 
Common Stock
 
 
 
 
 
 
 
 
 
 
 
34,761,145

 
18,522,593

 
3,670,777

 
0.23

 
B/C/E/H/N
Nanosys, Inc.
 
Warrants to Purchase Preferred Stock
 
 
 
 
 
 
 
 
 
3/29/2023
 
800,000

 
605,266

 
814,640

 
0.05

 
C/E/N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
19,127,859

 
4,485,417

 
0.28
%
 
 
Computer Systems Design and Related Services
Fidelis Topco LP
 
Warrants to Purchase Series A Preferred Units
 
 
 
 
 
 
 
 
 
7/20/2028
 
21,888,917

 

 
663,234

 
0.04

 
C/E/N
Fidelis Topco LP
 
Warrants to Purchase Series B Preferred Units
 
 
 
 
 
 
 
 
 
7/20/2028
 
24,972,917

 

 
756,679

 
0.05

 
C/E/N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
1,419,913

 
0.09
%
 
 
Data Processing and Hosting Services
Anacomp, Inc.
 
Class A Common Stock
 
 
 
 
 
 
 
 
 
 
 
1,255,527

 
26,711,048

 
1,418,746

 
0.09

 
C/E/F/N
Domo, Inc.
 
Warrants to Purchase Common Stock
 
 
 
 
 
 
 
 
 
12/30/2027
 
33,993

 
264,624

 
296,840

 
0.02

 
C/E/N
Snaplogic, Inc.
 
Warrants to Purchase Series Preferred Stock
 
 
 
 
 
 
 
 
 
3/19/2028
 
1,860,000

 
377,722

 
2,510,070

 
0.15

 
C/E/N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
27,353,394

 
4,225,656

 
0.26
%
 
 
Diversified Software
Actifio, Inc.
 
Warrants to Purchase Series G Preferred Stock
 
 
 
 
 
 
 
 
 
5/5/2027
 
1,052,651

 
188,770

 
456,745

 
0.03

 
C/E/N
Tradeshift, Inc.
 
Warrants to Purchase Series D Preferred Stock
 
 
 
 
 
 
 
 
 
3/26/2027
 
1,712,930

 
577,843

 
647,316

 
0.04

 
C/E/N
Utilidata, Inc.
 
Warrants to Purchase Preferred Stock
 
 
 
 
 
 
 
 
 
12/22/2022
 
719,998

 
216,336

 
9,936

 

 
C/E/N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
982,949

 
1,113,997

 
0.07
%
 
 
Educational Support Services
Edmentum Ultimate Holdings, LLC
 
Class A Common Units
 
 
 
 
 
 
 
 
 
 
 
159,515

 
680,226

 

 

 
B/C/E/N
Edmentum Ultimate Holdings, LLC
 
Warrants to Purchase Class A Units
 
 
 
 
 
 
 
 
 
2/23/2028
 
788,112

 

 

 

 
B/C/E/N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
680,226

 

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

18





BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Continued)

December 31, 2018


Issuer
 
Instrument
 
 
 
 
 
 
 
 
 
Expiration
 
Shares
 
Cost
 
Fair
Value
 
% of Total
Cash and
Investments
 
Notes
Equity Securities (continued)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Electronic Component Manufacturing
Adesto Technologies Corporation
 
Warrants to Purchase Common Stock
 
 
 
 
 
 
 
 
 
5/8/2024
 
436,320

 
$
846,724

 
$
76,356

 

 
C/E/N
Soraa, Inc.
 
Warrants to Purchase Common Stock
 
 
 
 
 
 
 
 
 
8/29/2024
 
3,071,860

 
478,899

 
207,658

 
0.01
%
 
C/E/N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,325,623

 
284,014

 
0.01
%
 
 
Equipment Leasing
36th Street Capital Partners Holdings, LLC
 
Membership Units
 
 
 
 
 
 
 
 
 
 
 
15,744,416

 
15,744,416

 
18,931,734

 
1.16
%
 
E/F/N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial Investment Activities
GACP I, LP (Great American Capital)
 
Membership Units
 
 
 
 
 
 
 
 
 
 
 
5,919,194

 
5,919,194

 
6,590,430

 
0.41
%
 
E/I/N
GACP II, LP (Great American Capital)
 
Membership Units
 
 
 
 
 
 
 
 
 
 
 
16,861,296

 
16,861,296

 
17,308,120

 
1.06
%
 
E/I/N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
22,780,490

 
23,898,550

 
1.47
%
 
 
Metal and Mineral Mining
EPMC HoldCo, LLC
 
Membership Units
 
 
 
 
 
 
 
 
 
 
 
1,312,720

 

 
26,254

 

 
B/C/E/N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Motion Picture and Video Industries
NEG Parent, LLC (Core Entertainment, Inc.)
 
Class A Units
 
 
 
 
 
 
 
 
 
 
 
2,720,392

 
2,772,807

 
6,543,086

 
0.40
%
 
B/C/E/N
NEG Parent, LLC (Core Entertainment, Inc.)
 
Class A Warrants to Purchase Class A Units
 
 
 
 
 
 
 
 
 
10/17/2026
 
343,387

 
196,086

 
364,299

 
0.02
%
 
B/C/E/N
NEG Parent, LLC (Core Entertainment, Inc.)
 
Class B Warrants to Purchase Class A Units
 
 
 
 
 
 
 
 
 
10/17/2026
 
346,794

 
198,032

 
367,914

 
0.02
%
 
B/C/E/N
NEG Parent, LLC (Core Entertainment, Inc.)
 
Litigation Trust Units
 
 
 
 
 
 
 
 
 
 
 
407

 

 
1,118,110

 
0.07
%
 
B/C/N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3,166,925

 
8,393,409

 
0.51
%
 
 
Other Information Services
SoundCloud, Ltd. (United Kingdom)
 
Warrants to Purchase Preferred Stock
 
 
 
 
 
 
 
 
 
4/29/2025
 
946,498

 
79,082

 
45,148

 

 
C/E/H/N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other Manufacturing
AGY Holding Corp.
 
Common Stock
 
 
 
 
 
 
 
 
 
 
 
1,333,527

 

 

 

 
B/C/E/N
KAGY Holding Company, Inc.
 
Series A Preferred Stock
 
 
 
 
 
 
 
 
 
 
 
9,778

 
1,091,200

 
969,224

 
0.06
%
 
B/C/E/N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,091,200

 
969,224

 
0.06
%
 
 
Plastics Manufacturing
Iracore Investments Holdings, Inc.
 
Class A Common Stock
 
 
 
 
 
 
 
 
 
 
 
16,207

 
4,177,710

 
1,375,243

 
0.08
%
 
B/C/E/N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Radio and Television Broadcasting
Fuse Media, LLC
 
Warrants to Purchase Common Stock
 
 
 
 
 
 
 
 
 
8/3/2022
 
233,470

 
300,322

 

 

 
C/E/N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Retail
Shop Holding, LLC (Connexity)
 
Class A Units
 
 
 
 
 
 
 
 
 
 
 
507,167

 
480,049

 

 

 
C/E/N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Satellite Telecommunications
Avanti Communications Group, PLC (United Kingdom)
 
Common Stock
 
 
 
 
 
 
 
 
 
 
 
26,576,710

 
4,902,674

 
847,398

 
0.05
%
 
C/D/H
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

19





BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Continued)

December 31, 2018


Issuer
 
Instrument
 
 
 
 
 
 
 
 
 
Expiration
 
Shares
 
Cost
 
Fair
Value
 
% of Total
Cash and
Investments
 
Notes
Equity Securities (continued)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Scientific Research and Development Services
Lions Holdings, Inc. (Envigo) (United Kingdom)
 
Series A Warrants to Purchase Common Stock
 
 
 
 
 
 
 
 
 
4/29/2020
 
10,287

 
$

 
$

 

 
C/E/H/N
Lions Holdings, Inc. (Envigo) (United Kingdom)
 
Series B Warrants to Purchase Common Stock
 
 
 
 
 
 
 
 
 
4/29/2020
 
16,494

 

 

 

 
C/E/H/N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 

 

 
 
Utility System Construction
 
 
 
 
 
 
Conergy Asia Holdings Limited (United Kingdom)
 
Class B Shares
 
 
 
 
 
 
 
 
 
 
 
1,000,000

 
1,000,000

 

 

 
C/E/F/H/N
Conergy Asia Holdings Limited (United Kingdom)
 
Ordinary Shares
 
 
 
 
 
 
 
 
 
 
 
3,333

 
7,833,333

 

 

 
C/E/F/H/N
GlassPoint Solar, Inc.
 
Warrants to Purchase Series D Preferred Stock
 
 
 
 
 
 
 
 
 
2/7/2027
 
448,000

 
76,950

 
50,714

 

 
C/E/N
GlassPoint Solar, Inc.
 
Warrants to Purchase Series C-1 Preferred Stock
 
 
 
 
 
 
 
 
 
2/7/2027
 
400,000

 
248,555

 
221,320

 
0.01
%
 
C/E/N
Kawa Solar Holdings Limited (Conergy) (Cayman Islands)
 
Ordinary Shares
 
 
 
 
 
 
 
 
 
 
 
2,332,594

 

 

 

 
C/E/F/H/N
Kawa Solar Holdings Limited (Conergy) (Cayman Islands)
 
Series B Preferred Shares
 
 
 
 
 
 
 
 
 
 
 
93,023

 
1,395,349

 

 

 
C/E/F/H/N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10,554,187

 
272,034

 
0.01
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Wired Telecommunications Carriers
 
 
 
 
 
 
V Telecom Investment S.C.A. (Vivacom) (Luxembourg)
 
Common Shares
 
 
 
 
 
 
 
 
 
 
 
1,393

 
3,236,256

 
1,199,288

 
0.07
%
 
C/D/E/H/N
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Equity Securities
 
123,299,019

 
82,176,527

 
5.06
%
 
 
 
 
 
 
 
 
 
 
 
Total Investments
 
$
1,649,547,968

 
$
1,597,285,790

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash and Cash Equivalents
 
 
 
 
 
 
 
 
Cash Held on Account at Various Institutions
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
27,920,402

 
1.72
%
 
 
Cash and Cash Equivalents
 
 
 
27,920,402

 
1.72
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Cash and Investments
 
$
1,625,206,192

 
100.00
%
 
M


Notes to Consolidated Schedule of Investments:

(A)
Debt investments include investments in bank debt that generally are bought and sold among institutional investors in transactions not subject to registration under the Securities Act 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.
(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.
(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.

20





BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Continued)

December 31, 2018


(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.
(N)
Inputs in the valuation of this investment included certain unobservable inputs that were significant to the valuation as a whole.

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 $634,002,472 and $512,795,715, respectively, for the twelve months ended December 31, 2018. 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, 2018 was $1,553,748,812 or 95.6% of total cash and investments of the Company. As of December 31, 2018, approximately 15.6% of the total assets of the Company were not qualifying assets under Section 55(a) of the 1940 Act.

See accompanying notes to the consolidated financial statements.

21






BlackRock TCP Capital Corp.

Consolidated Statements of Operations (Unaudited)
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2019
 
2018
 
2019
 
2018
Investment income
 
 
 
 
 
 
 
Interest income (excluding PIK):
 
 
 
 
 
 
 
Companies less than 5% owned
$
40,843,623

 
$
43,611,423

 
$
83,800,277

 
$
82,782,074

Companies 5% to 25% owned
983,755

 
485,488

 
1,713,023

 
1,133,394

Companies more than 25% owned
902,019

 
549,004

 
1,798,275

 
1,829,619

PIK interest income:
 
 
 
 
 
 
 
Companies less than 5% owned
4,160,072

 
1,866,698

 
5,838,088

 
3,493,902

Companies 5% to 25% owned
741,170

 
1,326,720

 
1,457,796

 
2,425,678

Companies more than 25% owned

 
478,742

 

 
478,740

Dividend income:
 
 
 
 
 
 
 
Companies more than 25% owned
392,198

 
28,379

 
872,602

 
46,281

Lease income:
 
 
 
 
 
 
 
Companies more than 25% owned
74,457

 
74,457

 
148,914

 
148,914

Other income:
 
 
 
 
 
 
 
Companies less than 5% owned
77,331

 

 
86,179

 

Companies 5% to 25% owned

 

 

 
297,356

Total investment income
48,174,625

 
48,420,911

 
95,715,154

 
92,635,958

 
 
 
 
 
 
 
 
Operating expenses
 
 
 
 
 
 
 
Interest and other debt expenses
11,144,631

 
10,104,153

 
21,832,263

 
19,746,047

Management and advisory fees
6,119,490

 
6,177,575

 
12,154,231

 
11,883,811

Incentive fee
4,830,994

 
5,986,557

 
10,184,410

 
11,377,835

Administrative expenses
599,559

 
597,232

 
1,199,118

 
1,194,464

Legal fees, professional fees and due diligence expenses
430,876

 
579,809

 
868,013

 
1,014,111

Director fees
202,328

 
176,767

 
391,126

 
333,583

Insurance expense
128,742

 
108,053

 
256,070

 
214,918

Custody fees
97,603

 
91,248

 
197,213

 
183,103

Other operating expenses
806,764

 
653,288

 
1,498,974

 
1,176,745

Total operating expenses
24,360,987

 
24,474,682

 
48,581,418

 
47,124,617

 
 
 
 
 
 
 
 
Net investment income
23,813,638

 
23,946,229

 
47,133,736

 
45,511,341

 
 
 
 
 
 
 
 
Realized and unrealized gain (loss) on investments and foreign currency
 
 
 
 
 
 
 
Net realized gain (loss):
 
 
 
 
 
 
 
Investments in companies less than 5% owned
(37
)
 
707,539

 
(300,359
)
 
74,764

Investments in companies 5% to 25% owned

 

 
43,320

 

Net realized gain (loss)
(37
)
 
707,539

 
(257,039
)
 
74,764

 
 
 
 
 
 
 
 
Change in net unrealized appreciation/depreciation
(34,637,483
)
 
(20,536,124
)
 
(33,578,759
)
 
(14,279,675
)
Net realized and unrealized loss
(34,637,520
)
 
(19,828,585
)
 
(33,835,798
)
 
(14,204,911
)
 
 
 
 
 
 
 
 
Net increase (decrease) in net assets applicable to common shareholders resulting from operations
$
(10,823,882
)
 
$
4,117,644

 
$
13,297,938

 
$
31,306,430

 
 
 
 
 
 
 
 
Basic and diluted earnings per common share
$
(0.18
)
 
$
0.07

 
$
0.23

 
$
0.53

 
 
 
 
 
 
 
 
Basic and diluted weighted average common shares outstanding
58,765,802

 
58,823,534

 
58,766,618

 
58,833,900


See accompanying notes to the consolidated financial statements.

22






BlackRock TCP Capital Corp.

Consolidated Statements of Changes in Net Assets (Unaudited)
  
 
 
Common Stock
 
Paid in Capital
in Excess of Par
 
 
 
Total Net
Assets
 
 
Shares
 
Par Amount
 
Distributable Earnings (Loss)
Balance at December 31, 2017
 
58,847,256

 
$
58,847

 
$
1,038,855,948

 
$
(168,186,669
)
 
$
870,728,126

Issuance of common stock from dividend reinvestment plan
 
192

 

 
2,723

 

 
2,723

Repurchase of common stock
 
(11,300
)
 
(11
)
 
(160,604
)
 

 
(160,615
)
Net investment income
 

 

 

 
21,565,113

 
21,565,113

Net realized and unrealized gain
 

 

 

 
5,623,672

 
5,623,672

Regular dividends paid to common shareholders
 

 

 

 
(21,184,004
)
 
(21,184,004
)
Balance at March 31, 2018
 
58,836,148

 
$
58,836

 
$
1,038,698,067

 
$
(162,181,888
)
 
$
876,575,015

 
 
 
 
 
 
 
 
 
 
 
Issuance of common stock from dividend reinvestment plan
 
182

 

 
2,620

 

 
2,620

Repurchase of common stock
 
(23,316
)
 
(23
)
 
(338,035
)
 

 
(338,058
)
Net investment income
 

 

 

 
23,946,228

 
23,946,228

Net realized and unrealized gain
 

 

 

 
(19,828,583
)
 
(19,828,583
)
Regular dividends paid to common shareholders
 

 

 

 
(21,174,966
)
 
(21,174,966
)
Balance at June 30, 2018
 
58,813,014

 
$
58,813

 
$
1,038,362,652

 
$
(179,239,209
)
 
$
859,182,256

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common Stock
 
Paid in Capital
in Excess of Par
 
 
 
Total Net
Assets
 
 
Shares
 
Par Amount
 
Distributable Earnings (Loss)
Balance at December 31, 2018
 
58,774,607

 
$
58,775

 
$
1,000,073,183

 
$
(169,657,231
)
 
$
830,474,727

Issuance of common stock from dividend reinvestment plan
 
193

 

 
2,738

 

 
2,738

Repurchase of common stock
 
(9,000
)
 
(9
)
 
(125,670
)
 

 
(125,679
)
Net investment income
 

 

 

 
23,320,098

 
23,320,098

Net realized and unrealized gain
 

 

 

 
801,722

 
801,722

Regular dividends paid to common shareholders
 

 

 

 
(21,155,619
)
 
(21,155,619
)
Balance at March 31, 2019
 
58,765,800

 
$
58,766

 
$
999,950,251

 
$
(166,691,030
)
 
$
833,317,987

 
 
 
 
 
 
 
 
 
 
 
Issuance of common stock from dividend reinvestment plan
 
200

 

 
2,843

 

 
2,843

Net investment income
 

 

 

 
23,813,638

 
23,813,638

Net realized and unrealized gain
 

 

 

 
(34,637,520
)
 
(34,637,520
)
Regular dividends paid to common shareholders
 

 

 

 
(21,155,688
)
 
(21,155,688
)
Balance at June 30, 2019
 
58,766,000

 
$
58,766

 
$
999,953,094

 
$
(198,670,600
)
 
$
801,341,260










See accompanying notes to the consolidated financial statements.

23






BlackRock TCP Capital Corp.

Consolidated Statements of Cash Flows (Unaudited)
 
Six Months Ended June 30,
 
2019
 
2018
Operating activities
 
 
 
Net increase in net assets applicable to common shareholders resulting from operations
$
13,297,938

 
$
31,306,430

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 (gain)
257,039

 
(74,764
)
Change in net unrealized appreciation/depreciation of investments
33,578,725

 
14,273,455

Net amortization of investment discounts and premiums
(6,821,574
)
 
(4,819,559
)
Amortization of original issue discount on convertible debt
615,313

 
583,820

Interest and dividend income paid in kind
(7,295,884
)
 
(6,398,320
)
Amortization of deferred debt issuance costs
1,837,576

 
2,029,881

Changes in assets and liabilities:
 
 
 
Purchases of investment securities
(375,078,270
)
 
(287,490,866
)
Proceeds from sales, maturities and pay downs of investments
263,463,486

 
184,249,156

Decrease (increase) in accrued interest income - companies less than 5% owned
1,810,987

 
(3,941,666
)
Increase in accrued interest income - companies 5% to 25% owned
(361,598
)
 
(43,985
)
Increase in accrued interest income - companies more than 25% owned
(88,212
)
 
(34,542
)
Increase in receivable for investments sold
(433,969
)
 
(7,506,136
)
Decrease (increase) in prepaid expenses and other assets
3,068,242

 
(1,660,227
)
Increase (decrease) in payable for investments purchased
11,093,056

 
(9,017,359
)
Increase (decrease) in incentive compensation payable
(1,009,352
)
 
3,422

Increase (decrease) in interest payable
(17,115
)
 
481,898

Decrease in payable to the Advisor
(328,176
)
 
(800,703
)
Increase in management and advisory fees payable
66,226

 

Increase (decrease) in accrued expenses and other liabilities
82,159

 
(80,675
)
Net cash used in operating activities
(62,263,403
)
 
(88,940,740
)
 
 
 
 
Financing activities
 
 
 
Borrowings
309,500,000

 
291,953,697

Repayments of debt
(208,500,000
)
 
(216,000,000
)
Payments of debt issuance costs
(2,368,092
)
 
(3,193,847
)
Dividends paid to common shareholders
(42,311,307
)
 
(42,358,970
)
Repurchase of common shares
(125,679
)
 
(498,639
)
Proceeds from shares issued in connection with dividend reinvestment plan
5,581

 
5,343

Net cash provided by financing activities
56,200,503

 
29,907,584

 
 
 
 
Net decrease in cash and cash equivalents (including restricted cash)
(6,062,900
)
 
(59,033,156
)
Cash and cash equivalents (including restricted cash) at beginning of period
27,920,402

 
86,625,237

Cash and cash equivalents (including restricted cash) at end of period
$
21,857,502

 
$
27,592,081

 
 
 
 
Supplemental cash flow information
 
 
 
Interest payments
$
18,978,694

 
$
15,982,231

Excise tax payments
$

 
$
86,106








See accompanying notes to the consolidated financial statements.

24






BlackRock TCP Capital Corp.
 
Notes to Consolidated Financial Statements (Unaudited)
 
June 30, 2019



1. Organization and Nature of Operations

BlackRock TCP Capital Corp. (the “Company”), formerly known as TCP Capital Corp., 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 regulated 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 through the Company's wholly-owned subsidiaries, Special Value Continuation Partners LLC, a Delaware limited liability company ("SVCP"), TCPC Funding I, LLC, a Delaware limited liability company (“TCPC Funding”), and TCPC SBIC, LP, a Delaware limited partnership (the “SBIC”). SVCP was organized as a limited partnership and had elected to be regulated as a BDC under the 1940 Act through July 31, 2018. On August 1, 2018, SVCP withdrew its election to be regulated as a BDC under the 1940 Act and withdrew the registration of its common limited partner interests under Section 12(g) of the Securities Exchange Act of 1934 and, on August 2, 2018, terminated its general partner, Series H of SVOF/MM, LLC, and converted to a Delaware limited liability company. 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, SVCP, 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. TCPC Funding and the SBIC have elected to be treated as partnerships for U.S. federal income tax purposes. SVCP was treated as a partnership for U.S. federal income tax purposes through August 1, 2018 and upon its conversion to a limited liability company on August 2, 2018 and thereafter is and will be treated as a disregarded entity.

Series H of SVOF/MM, LLC serves as the administrator of the Company (the “Administrator”). The managing member of SVOF/MM is Tennenbaum Capital Partners, LLC (the “Advisor”), which serves as the investment manager to the Company, TCPC Funding, and the SBIC. On August 1, 2018, the Advisor merged with and into a wholly-owned subsidiary of BlackRock Capital Investment Advisors, LLC, an indirect wholly-owned subsidiary of BlackRock, Inc., with the Advisor as the surviving entity.

Company management consists of the Advisor and the Company’s board of directors. The Advisor directs and executes the day-to-day operations of the Company, subject to oversight from the board of directors, which sets the broad policies of the Company. The board of directors of the Company has delegated investment management of SVCP’s assets to the Advisor. The board of directors consists of eight persons, six of whom are independent.

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

25






BlackRock TCP Capital Corp.
 
Notes to Consolidated Financial Statements (Unaudited) (Continued)
 
June 30, 2019

2. Summary of Significant Accounting Policies — (continued)

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.

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 SVCP, 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 quotations or other affirmative pricing from independent third-party sources, with the exception of investments priced directly by the Advisor which in the aggregate comprise less than 5% of the capitalization of the 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.

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 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 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 any 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.


26






BlackRock TCP Capital Corp.
 
Notes to Consolidated Financial Statements (Unaudited) (Continued)
 
June 30, 2019

2. Summary of Significant Accounting Policies — (continued)

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.

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, 2019, 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
 
$

 
$

 
$
573,610

2
 
Other direct and indirect observable market inputs *
 
169,724,801

 

 

3
 
Independent third-party valuation sources that employ significant unobservable inputs
 
1,331,057,822

 
108,311,844

 
77,432,228

3
 
Advisor valuations with significant unobservable inputs
 

 

 
2,081,964

Total
 
 
 
$
1,500,782,623

 
$
108,311,844

 
$
80,087,802

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


27






BlackRock TCP Capital Corp.
 
Notes to Consolidated Financial Statements (Unaudited) (Continued)
 
June 30, 2019

2. Summary of Significant Accounting Policies — (continued)

Unobservable inputs used in the fair value measurement of Level 3 investments as of June 30, 2019 included the following:
Asset Type
 
Fair Value
 
Valuation Technique
 
Unobservable Input
 
Range (Weighted Avg.)
Bank Debt
 
1,175,005,956

 
Income approach
 
Discount rate
 
6.1% - 48.2% (10.8%)
 
 
85,012,614

 
Market quotations
 
Indicative bid/ask quotes
 
1 (1)
 
 
41,092,263

 
Market comparable companies
 
Revenue multiples
 
1.5x - 3.0x (2.3x)
 
 
29,946,989

 
Market comparable companies
 
EBITDA multiples
 
6.5x - 12.7x (11.7x)
Other Corporate Debt
 
41,251,114

 
Income approach
 
Discount rate
 
12.7% - 34.0% (14.7%)
 
 
28,314,000

 
Market quotations
 
Indicative bid/ask quotes
 
1 (1)
 
 
28,593,169

 
Market comparable companies
 
Book value multiples
 
1.3x (1.3x)
 
 
10,153,561

 
Market comparable companies
 
EBITDA multiples
 
9.6x (9.6x)
Equity
 
5,358,674

 
Income approach
 
Discount rate
 
4.5% (4.5%)
 
 
3,373,139

 
Market quotations
 
Indicative bid/ask quotes
 
1 (1)
 
 
8,438,489

 
Option Pricing Model
 
EBITDA/Revenue multiples
 
0.6x - 19.3x (3.1x)
 
 
 
 
 
 
Implied volatility
 
30.0% - 200.0% (49.4%)
 
 
 
 
 
 
Yield
 
0.0% (0.0%)
 
 
 
 
 
 
Term
 
0.5 years - 3.5 years (2.2 years)
 
 
1,204,661

 
Market comparable companies
 
Revenue multiples
 
0.4x - 3.0x (1.1x)
 
 
18,762,206

 
Market comparable companies
 
EBITDA multiples
 
5.0x - 12.7x (8.5x)
 
 
22,082,923

 
Market comparable companies
 
Book value multiples
 
1.3x (1.3x)
 
 
20,294,100

 
Other *
 
 N/A
 
N/A
 
 
$
1,518,883,858

 
 
 
 
 
 
______________
*
Fair value was determined based on the most recently available net asset value of the issuer adjusted for identified changes in the valuations of the underlying portfolio of the issuer through the measurement date.
Weighted by fair value

Certain fair value measurements may employ more than one valuation technique, with each valuation technique receiving a relative weight between 0% and 100%. 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
Book value multiples
 
Increase
 
Decrease
Implied volatility
 
Increase
 
Decrease
Term
 
Increase
 
Decrease
Yield
 
Increase
 
Decrease
 



28






BlackRock TCP Capital Corp.
 
Notes to Consolidated Financial Statements (Unaudited) (Continued)
 
June 30, 2019

2. Summary of Significant Accounting Policies — (continued)

Changes in investments categorized as Level 3 during the three months ended June 30, 2019 were as follows:

 
Independent Third-Party Valuation
 
Bank Debt
 
Other
Corporate Debt
 
Equity
Securities
Beginning balance
$
1,381,240,151

 
$
80,446,810

 
$
81,544,809

Net realized and unrealized gains (losses)
(28,259,140
)
 
(1,935,636
)
 
(3,747,919
)
Acquisitions *
204,334,925

 
802,037

 
1,480,877

Dispositions
(109,775,921
)
 

 
(1,845,539
)
Transfers into Level 3

 
28,998,633

 

Transfers out of Level 3
(116,482,193
)
 

 

Ending balance
$
1,331,057,822

 
$
108,311,844

 
$
77,432,228

 
 
 
 
 
 
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)
$
(27,967,502
)
 
$
(1,935,636
)
 
$
(3,747,919
)
______________
*
Includes payments received in kind and accretion of original issue and market discounts

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

‡    Comprised of seven investment that was transferred to Level 2 due to increased observable market activity

 
Advisor Valuation
 
Bank Debt
 
Other
Corporate Debt
 
Equity
Securities
Beginning balance
$

 
$

 
$
2,341,267

Net realized and unrealized gains (losses)

 

 
(259,303
)
Ending balance
$

 
$

 
$
2,081,964

 
 
 
 
 
 
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)
$

 
$

 
$
(259,303
)





29






BlackRock TCP Capital Corp.
 
Notes to Consolidated Financial Statements (Unaudited) (Continued)
 
June 30, 2019

2. Summary of Significant Accounting Policies — (continued)

Changes in investments categorized as Level 3 during the six months ended June 30, 2019 were as follows:

 
Independent Third-Party Valuation
 
Bank Debt
 
Other
Corporate Debt
 
Equity
Securities
Beginning balance
$
1,369,456,684

 
$
78,250,150

 
$
79,804,988

Net realized and unrealized gains (losses)
(31,126,651
)
 
(498,941
)
 
(1,889,248
)
Acquisitions *
350,660,759

 
1,562,002

 
7,481,923

Dispositions
(250,789,839
)
 

 
(7,150,795
)
Transfers into Level 3
9,339,062

 
28,998,633

 

Transfer out of Level 3
(116,482,193
)
 

 

Reclassifications within Level 3 §

 

 
(814,640
)
Ending balance
$
1,331,057,822

 
$
108,311,844

 
$
77,432,228

 
 
 
 
 
 
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)
$
(29,283,502
)
 
$
(498,941
)
 
$
(1,889,248
)
______________
*
Includes payments received in kind and accretion of original issue and market discounts

Comprised of four investments that were transferred from Level 2 due to reduced trading volumes

‡    Comprised of seven investment that was transferred to Level 2 due to increased observable market activity

§    Comprised of one investment that was reclassified to Advisor Valuation

 
Advisor Valuation
 
Bank Debt
 
Other
Corporate Debt
 
Equity
Securities
Beginning balance
$

 
$

 
$
1,524,143

Net realized and unrealized gains (losses)

 

 
(213,522
)
Dispositions

 

 
(43,297
)
Reclassifications within Level 3 *

 

 
814,640

Ending balance
$

 
$

 
$
2,081,964

 
 
 
 
 
 
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)
$

 
$

 
$
(230,564
)
                            
*
Comprised of one investment that was reclassified from Independent Third-Party Valuation

30






BlackRock TCP Capital Corp.
 
Notes to Consolidated Financial Statements (Unaudited) (Continued)
 
June 30, 2019

2. Summary of Significant Accounting Policies — (continued)

At December 31, 2018, 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
 
$

 
$

 
$
847,398

2
 
Other direct and indirect observable market inputs *
 
38,403,794

 
28,998,633

 

3
 
Independent third-party valuation sources that employ significant unobservable inputs
 
1,369,456,684

 
78,250,150

 
79,804,988

3
 
Advisor valuations with significant unobservable inputs
 

 

 
1,524,143

Total
 
 
 
$
1,407,860,478

 
$
107,248,783

 
$
82,176,529

______________
*
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, 2018 included the following:
Asset Type
 
Fair Value
 
Valuation Technique
 
Unobservable Input
 
Range (Weighted Avg.)
Bank Debt
 
1,134,622,267

 
Income approach
 
Discount rate
 
7.5% - 42.2% (12.3%)
 
 
193,682,097

 
Market quotations
 
Indicative bid/ask quotes
 
1 - 2 (1)
 
 
14,793,577

 
Market comparable companies
 
Revenue multiples
 
2.9x (2.9x)
 
 
26,358,743

 
Market comparable companies
 
EBITDA multiples
 
0.8x - 11.0x (8.7x)
Other Corporate Debt
 
40,632,991

 
Income approach
 
Discount rate
 
14.6% - 17.8% (14.9%)
 
 
27,839,419

 
Market comparable companies
 
Book value multiples
 
1.2x (1.2x)
 
 
9,777,740

 
Market comparable companies
 
EBITDA multiples
 
10.0x (10.0x)
Equity
 
6,410,413

 
Income approach
 
Discount rate
 
4.7% - 13.0% (5.6%)
 
 
2,343,653

 
Market quotations
 
Indicative bid/ask quotes
 
1 (1)
 
 
8,682,278

 
Option Pricing Model
 
EBITDA/Revenue multiples
 
2.0x - 11.0x (5.5x)
 
 
 
 
 
 
Implied volatility
 
30.0% - 200.0% (44.7%)
 
 
 
 
 
 
Yield
 
0.0% (0.0%)
 
 
 
 
 
 
Term
 
0.4 years - 3.5 years (1.8 years)
 
 
5,123,517

 
Market comparable companies
 
Revenue multiples
 
0.4x - 2.9x (2.0x)
 
 
15,938,987

 
Market comparable companies
 
EBITDA multiples
 
0.8x - 11.0x (8.5x)
 
 
18,931,733

 
Market comparable companies
 
Book value multiples
 
1.2x (1.2x)
 
 
23,898,550

 
Other *
 
 N/A
 
N/A
 
 
$
1,529,035,965

 
 
 
 
 
 
______________
*
Fair value was determined based on the most recently available net asset value of the issuer adjusted for identified changes in the valuations of the underlying portfolio of the issuer through the measurement date.
Weighted by fair value



31






BlackRock TCP Capital Corp.
 
Notes to Consolidated Financial Statements (Unaudited) (Continued)
 
June 30, 2019

2. Summary of Significant Accounting Policies — (continued)

Changes in investments categorized as Level 3 during the three months ended June 30, 2018 were as follows:

 
Independent Third-Party Valuation
 
Bank Debt
 
Other
Corporate Debt
 
Equity
Securities
Beginning balance
$
1,331,139,346

 
$
117,620,538

 
$
70,267,145

Net realized and unrealized gains (losses)
(12,950,140
)
 
420,760

 
(2,772,657
)
Acquisitions *
105,988,908

 
798,878

 
12,771,894

Dispositions
(87,230,325
)
 
(4,112,686
)
 
(3,217,576
)
Transfers out of Level 3
(23,064,741
)
 

 

Ending balance
$
1,313,883,048

 
$
114,727,490

 
$
77,048,806

 
 
 
 
 
 
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)
$
(12,344,234
)
 
$
(1,674,757
)
 
$
(2,772,655
)
______________
*
Includes payments received in kind and accretion of original issue and market discounts

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


 
Advisor Valuation
 
Bank Debt
 
Other
Corporate Debt
 
Equity
Securities
Beginning balance
$

 
$

 
$
1,744,043

Net realized and unrealized gains (losses)

 

 
(12,748
)
Ending balance
$

 
$

 
$
1,731,295



 

 

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)
$

 
$

 
$
(12,748
)








32






BlackRock TCP Capital Corp.
 
Notes to Consolidated Financial Statements (Unaudited) (Continued)
 
June 30, 2019

2. Summary of Significant Accounting Policies — (continued)

Changes in investments categorized as Level 3 during the six months ended June 30, 2018 were as follows:

 
Independent Third-Party Valuation
 
Bank Debt
 
Other
Corporate Debt
 
Equity
Securities
Beginning balance
$
1,239,746,177

 
$
78,011,815

 
$
66,977,237

Net realized and unrealized gains (losses)
(8,643,111
)
 
(113,593
)
 
(900,499
)
Acquisitions *
228,160,175

 
41,856,503

 
17,396,154

Dispositions
(149,444,274
)
 
(5,027,235
)
 
(6,424,086
)
Transfers into Level 3
40,926,154

 

 

Transfers out of Level 3
(36,862,073
)
 

 

Ending balance
$
1,313,883,048

 
$
114,727,490

 
$
77,048,806

 
 
 
 
 
 
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)
$
(7,347,140
)
 
$
(2,209,110
)
 
$
(810,693
)
______________
*
Includes payments received in kind and accretion of original issue and market discounts

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

Comprised of four investments that were transferred to Level 2 due to increased observable market activity

 
Advisor Valuation
 
Bank Debt
 
Other
Corporate Debt
 
Equity
Securities
Beginning balance
$
116,662

 
$

 
$
1,730,941

Net realized and unrealized gains (losses)
(623
)
 

 
354

Acquisitions *
623

 

 

Dispositions
(116,662
)
 

 

Ending balance
$

 
$

 
$
1,731,295

 
 
 
 
 
 
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)
$

 
$

 
$
354

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

33






BlackRock TCP Capital Corp.
 
Notes to Consolidated Financial Statements (Unaudited) (Continued)
 
June 30, 2019

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. There was no restricted cash at June 30, 2019 or December 31, 2018.

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 0.1% and 0.1% of total investments at June 30, 2019 and December 31, 2018, respectively. Such positions were converted at the respective closing foreign exchange rates in effect at June 30, 2019 and December 31, 2018 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.

Derivatives

In order to mitigate certain currency exchange and interest rate risks, the Company may enter into certain derivative transactions. All derivatives are subject to a master netting agreement and are reported at their gross amounts as either assets or liabilities in the Consolidated Statements of Assets and Liabilities. 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

34






BlackRock TCP Capital Corp.
 
Notes to Consolidated Financial Statements (Unaudited) (Continued)
 
June 30, 2019

2. Summary of Significant Accounting Policies — (continued)

terms of their contracts and from unanticipated movements in interest rates and the value of foreign currencies relative to the U.S. dollar. Certain derivatives may also require the Company to pledge assets as collateral to secure its obligations.

During the six months ended June 30, 2019, the Company did not enter into any derivative transactions nor hold any derivative positions.

During the six months ended June 30, 2018, the Company exited a cross currency basis swap with a notional amount of $7.2 million. Gains and losses from derivatives during the six months ended June 30, 2018 were included in net realized and unrealized loss on investments in the Consolidated Statements of Operations as follows:

Instrument
 
Realized
Gains
(Losses)
 
Unrealized
Gains
(Losses)
Cross currency basis swap
 
$
(726,950
)
 
$
603,745


Valuations of derivatives are 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

Certain costs incurred in connection with the issuance and/or extension of debt of the Company and its subsidiaries were capitalized 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 requirements of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies, and to distribute substantially all of its taxable income to its shareholders. Therefore, no U.S. federal income tax provision is required. The income or loss of SVCP, TCPC Funding and the SBIC is reported in the respective members' or partners’ income tax returns, as applicable.

The tax returns of the Company, SVCP, TCPC Funding and the SBIC remain open for examination by tax authorities

35






BlackRock TCP Capital Corp.
 
Notes to Consolidated Financial Statements (Unaudited) (Continued)
 
June 30, 2019

2. Summary of Significant Accounting Policies — (continued)

for a period of three years from the date they are filed. No such examinations are currently pending. Management has analyzed tax laws and regulations and their application to the Company as of June 30, 2019, inclusive of the open tax return years, and does not believe that there are any uncertain tax positions that require recognition of a tax liability in the consolidated financial statements.

The final tax characterization of distributions is determined after the fiscal year and is reported on Form 1099 and in the Company’s annual report to shareholders. Distributions can be characterized as ordinary income, capital gains and/or return of capital. As of December 31, 2018, the Company had non-expiring capital loss carryforwards in the amount of $127,718,766 available to offset future realized capital gains.

As of June 30, 2019, gross unrealized appreciation and depreciation for investments and derivatives based on cost for U.S. federal income tax purposes were as follows:
 
June 30, 2019
Tax Cost of Investments
$
1,775,023,171

 
 
Unrealized appreciation
$
38,701,035

Unrealized depreciation
(124,541,937
)
Net unrealized depreciation
$
(85,840,902
)

Recent Accounting Pronouncements

On March 30, 2017, the FASB issued ASU 2017-08, Premium Amortization on Purchased Callable Debt Securities, which amends the amortization period for certain callable debt securities purchased at a premium, shortening the period to the earliest call date. ASU 2017-08 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The adoption of this pronouncement did not have a material impact on the Company’s consolidated financial statements.
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework- Changes to the Disclosure Requirements for Fair Value Measurement. The updated guidance modifies the disclosure requirements on fair value measurements by (1) removing certain disclosure requirements including policies related to valuation processes and the timing of transfers between levels of the fair value hierarchy, (2) amending disclosure requirements related to measurement uncertainty from the use of significant unobservable inputs, and (3) adding certain new disclosure requirements including changes in unrealized gains and losses for the period included in other comprehensive income (loss) for recurring Level 3 fair value measurements held at the end of the reporting period and the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. ASU No. 2018-13 is effective for fiscal years beginning after December 15, 2019, including interim periods therein, with early adoption permitted. The Company adopted this pronouncement in the fourth quarter of 2018. The adoption of this pronouncement did not have a material impact on the Company’s consolidated financial statements.

On August 17, 2018, the U.S. Securities and Exchange Commission issued a final rule under SEC Release No. 33-10532, Disclosure Update and Simplification, that reduces or eliminates certain disclosure requirements under Regulation S-X, and expands others. Expanded disclosures include new requirements to disclose for interim periods (1) changes in stockholder’s equity and (2) the amount of dividend per share for each class of shares. The Company adopted the final rule as of December 31, 2018. The adoption of this rule did not have a material impact on the Company’s consolidated financial statements.


36






BlackRock TCP Capital Corp.
 
Notes to Consolidated Financial Statements (Unaudited) (Continued)
 
June 30, 2019

3. Management Fees, Incentive Compensation and Other Expenses


On February 8, 2019, the stockholders of the Company approved an amended investment management agreement to be effective on February 9, 2019 between the Company and the Advisor which (i) reduced the management fee on total assets (excluding cash and cash equivalents) that exceed an amount equal to 200% of the net asset value of the Company from 1.5% to 1.0%, (ii) reduced the incentive compensation on net investment income and net realized gains (reduced by any net unrealized losses) from 20% to 17.5% and (iii) reduced the cumulative total return hurdle from 8% to 7%.

Accordingly, the Company’s management fee is calculated at an annual rate of 1.5% on total assets (excluding cash and cash equivalents) up to an amount equal to 200% of the net asset value of the Company, and 1.0% thereafter. The management fee is calculated on a consolidated basis as of the beginning of each quarter and is payable to the Advisor quarterly in arrears.

Incentive compensation is only incurred to the extent the Company’s cumulative total return (after incentive compensation) exceeds a 7% annual rate on daily weighted-average contributed common equity. Subject to that limitation, incentive compensation is calculated on ordinary income (before incentive compensation) and net realized gains (net of any unrealized depreciation) at rates of 17.5% on income since the fee reduction on February 8, 2019 and 20% previously. Incentive compensation is computed as the difference between incentive compensation earned and incentive compensation paid, subject to the total return hurdle, on a cumulative basis since January 1, 2013, and is payable quarterly in arrears.

A reserve for incentive compensation is accrued based on the amount of any additional incentive compensation that would have been payable to the Advisor assuming a hypothetical liquidation of the Company at net asset value on the balance sheet date. As of June 30, 2019 and December 31, 2018, no such reserve was accrued.

Through December 31, 2017, the incentive compensation was an equity allocation to SVCP’s general partner under its limited partnership agreement (the “LPA”). On January 29, 2018, SVCP amended and restated its limited partnership agreement, effective as of January 1, 2018, to convert the existing incentive compensation structure from a profit allocation and distribution to SVCP’s general partner to a fee payable to the Advisor pursuant to the then-existing investment management agreements. The amendment had no impact on the amount of the incentive compensation paid or services received by the Company.

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.


4. Leverage

Leverage is comprised of convertible senior unsecured notes due December 2019 issued by the Company (the “2019 Convertible Notes”), convertible senior unsecured notes due March 2022 issued by the Company (the “2022 Convertible Notes”), unsecured notes due August 2022 issued by the Company (the “2022 Notes”), amounts outstanding under a senior secured revolving, multi-currency credit facility issued by SVCP (the “SVCP Facility”), amounts outstanding under a senior secured revolving credit facility issued by TCPC Funding (the “TCPC Funding Facility”) and debentures guaranteed by the SBA (the “SBA Debentures”). Prior to being replaced by the SVCP Facility on February 26, 2018, leverage included $116.0 million in available debt under a senior secured revolving credit facility issued by SVCP (the “SVCP 2018 Facility”).


37






BlackRock TCP Capital Corp.
 
Notes to Consolidated Financial Statements (Unaudited) (Continued)
 
June 30, 2019

4. Leverage — (continued)


Total leverage outstanding and available at June 30, 2019 was as follows:
 
Maturity
 
Rate
 
Carrying Value*
 
Available
 
Total
Capacity
 
SVCP Facility
2023
 
L+2.00%
 
$
136,000,000

 
$
84,000,000

 
$
220,000,000

 
2019 Convertible Notes ($108 million par)
2019
 
5.25%
 
107,757,138

 

 
107,757,138

 
2022 Convertible Notes ($140 million par)
2022
 
4.625%
 
138,278,427

 

 
138,278,427

 
2022 Notes ($175 million par)
2022
 
4.125%
 
174,587,137

 

 
174,587,137

 
TCPC Funding Facility
2023
 
L+2.00%
 
239,000,000

 
111,000,000

 
350,000,000

 
SBA Debentures
 2024−2028
 
2.77%
§ 
118,000,000

 
32,000,000

 
150,000,000

 
Total leverage
 
 
 
 
913,622,702

 
$
227,000,000

 
$
1,140,622,702

 
Unamortized issuance costs
 
 
 
 
(6,232,536
)
 
 
 
 
 
Debt, net of unamortized issuance costs
 
 
 
 
$
907,390,166

 
 
 
 
 
______________
*
Except for the convertible notes and 2022 Notes, all carrying values are the same as the principal amounts outstanding.
Increased to $270,000,000 effective August 6, 2019
Subject to certain funding requirements
§
Weighted-average interest rate on pooled loans, excluding fees of 0.36% or 0.35%. As of June 30, 2019, $15.0 million and $5.0 million of the outstanding amount was not yet pooled, and bore interest at a temporary rate of 2.72% and 2.69%, respectively, plus fees of 0.35% through September 25, 2019, the date of the next SBA pooling.
        
Total leverage outstanding and available at December 31, 2018 was as follows: 
 
Maturity
 
Rate
 
Carrying Value*
 
Available
 
Total
Capacity
SVCP Facility
2022
 
L+2.25%
 
$
82,000,000

 
$
88,000,000

 
$
170,000,000

2019 Convertible Notes ($108 million par)
2019
 
5.25%
 
107,501,207

 

 
107,501,207

2022 Convertible Notes ($140 million par)
2022
 
4.625%
 
137,980,185

 

 
137,980,185

2022 Notes ($175 million par)
2022
 
4.125%
 
174,525,996

 

 
174,525,996

TCPC Funding Facility
2022
 
L+2.00%
 
212,000,000

 
88,000,000

 
300,000,000

SBA Debentures
 2024−2028
 
2.77%
§ 
98,000,000

 
52,000,000

 
150,000,000

Total leverage
 
 
 
 
812,007,388

 
$
228,000,000

 
$
1,040,007,388

Unamortized issuance costs
 
 
 
 
(6,805,196
)
 
 
 
 
Debt, net of unamortized issuance costs
 
 
 
 
$
805,202,192

 
 
 
 
______________
*
Except for the convertible notes and 2022 Notes, all carrying values are the same as the principal amounts outstanding.
As of December 31, 2018, $3.0 million of the outstanding amount were short-term borrowings bearing interest at a rate of Prime plus 2.25%.
Subject to certain funding requirements
§
Weighted-average interest rate, excluding fees of 0.36% or 0.35%

The combined weighted-average interest rates on total leverage outstanding at June 30, 2019 and December 31, 2018 were 4.32% and 4.34%, respectively.


38






BlackRock TCP Capital Corp.
 
Notes to Consolidated Financial Statements (Unaudited) (Continued)
 
June 30, 2019

4. Leverage — (continued)


Total expenses related to debt included the following: 
 
Six Months Ended June 30,
 
 
2019
 
2018
 
Interest expense
$
19,576,892

 
$
17,047,949

 
Amortization of deferred debt issuance costs
1,837,576

 
2,029,881

*
Commitment fees
417,795

 
668,217

 
Total
$
21,832,263

 
$
19,746,047

 
______________
*
Includes approximately $0.3 million of amortized debt costs related to the early termination of the SVCP 2018 Facility.
    
Outstanding leverage is carried at amortized cost in the Consolidated Statements of Assets and Liabilities. As of June 30, 2019, the estimated fair values of the SVCP Facility, the TCPC Funding Facility and the SBA Debentures approximated their carrying values, and the 2019 Convertible Notes, the 2022 Convertible Notes and the 2022 Notes had estimated fair values of $109.1 million, $141.2 million and $177.0 million, respectively. As of December 31, 2018, the estimated fair values of the SVCP 2018 Facility, the TCPC Funding Facility and the SBA Debentures approximated their carrying values, and the 2019 Convertible Notes, the 2022 Convertible Notes and the 2022 Notes had estimated fair values of $108.6 million, $137.5 million and $169.5 million, respectively. The estimated fair values of the SVCP Facility, the SVCP 2018 Facility, the TCPC Funding Facility and the SBA Debentures were 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. The estimated fair values of the convertible notes and 2022 Notes were determined using market quotations. The estimated fair values of the SVCP Facility, the SVCP 2018 Facility, the TCPC Funding Facility, the convertible notes, the 2022 Notes and the SBA Debentures as prepared for disclosure purposes were deemed to be Level 3 in the GAAP valuation hierarchy.

Convertible Unsecured 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 2019 Convertible Notes are general unsecured obligations of the Company, and rank structurally junior to the SVCP Facility, TCPC Funding Facility and the SBA Debentures. The Company does not have the right to redeem the 2019 Convertible Notes prior to maturity. The 2019 Convertible Notes bear interest at an annual rate of 5.25%, payable semi-annually. In certain circumstances, the 2019 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, 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, 2019, the principal amount of the 2019 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 2019 Convertible Notes only under certain circumstances set forth in the indenture governing the terms of the 2019 Convertible Notes. 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 2019 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.

39






BlackRock TCP Capital Corp.
 
Notes to Consolidated Financial Statements (Unaudited) (Continued)
 
June 30, 2019

4. Leverage — (continued)



On August 30, 2016, the Company issued $140.0 million of convertible senior unsecured notes that mature on March 1, 2022, unless previously converted or repurchased in accordance with their terms. The 2022 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 2022 Convertible Notes prior to maturity. The 2022 Convertible Notes bear interest at an annual rate of 4.625%, payable semi-annually. In certain circumstances, the 2022 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 54.5019 shares of common stock per one thousand dollar principal amount of the 2022 Convertible Notes, which is equivalent to an initial conversion price of approximately $18.35 per share of common stock, subject to customary anti-dilutional adjustments. The initial conversion price was approximately 10.0% above the $16.68 per share closing price of the Company’s common stock on August 30, 2016. At June 30, 2019, the principal amount of the 2022 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 September 1, 2021, holders may convert their 2022 Convertible Notes only under certain circumstances set forth in the indenture governing the terms of the 2022 Convertible Notes. On or after September 1, 2021 until the close of business on the scheduled trading day immediately preceding March 1, 2022, holders may convert their 2022 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 2019 Convertible Notes and 2022 Convertible Notes are accounted for in accordance with ASC Topic 470-20 –
Debt with Conversion and Other Options. Upon conversion of any of the 2019 Convertible Notes or the 2022 Convertible Notes, 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 respective indenture. The Company has determined that the embedded conversion options in the 2019 Convertible Notes and 2022 Convertible Notes are not required to be separately accounted for as derivatives under GAAP. At the time of issuance the estimated values of the debt and equity components of the 2019 Convertible Notes were approximately 97.7% and 2.3%, respectively. At the time of issuance the estimated values of the debt and equity components of the 2022 Convertible Notes were approximately 97.6% and 2.4%, respectively.

The original issue discounts equal to the equity components of the 2019 Convertible Notes and 2022 Convertible Notes were recorded in “paid-in capital in excess of par” in the accompanying Consolidated Statements of Assets and Liabilities. As a result, the Company records interest expense comprised of both stated interest and amortization of the original issue discounts. At the time of issuance, the equity components of the 2019 Convertible Notes and the 2022 Convertible Notes were $2.5 million and $3.3 million, respectively. As of June 30, 2019 and December 31, 2018, the components of the carrying values of the 2019 Convertible Notes and 2022 Convertible Notes were as follows:

 
June 30, 2019
 
December 31, 2018
 
2019 Convertible
Notes
 
2022 Convertible
Notes
 
2019 Convertible
Notes
 
2022 Convertible
Notes
Principal amount of debt
$
108,000,000

 
$
140,000,000

 
$
108,000,000

 
$
140,000,000

Original issue discount, net of accretion
(242,862
)
 
(1,721,573
)
 
(498,793
)
 
(2,019,815
)
Carrying value of debt
$
107,757,138

 
$
138,278,427

 
$
107,501,207

 
$
137,980,185


40






BlackRock TCP Capital Corp.
 
Notes to Consolidated Financial Statements (Unaudited) (Continued)
 
June 30, 2019

4. Leverage — (continued)



For the six months ended June 30, 2019 and 2018, the components of interest expense for the convertible notes were as follows:
 
Six Months Ended June 30,
 
2019
 
2018
 
2019
Convertible
Notes
 
2022
Convertible
Notes
 
2019
Convertible
Notes
 
2022
Convertible
Notes
Stated interest expense
$
2,835,000

 
$
3,237,500

 
$
2,835,000

 
$
3,237,500

Amortization of original issue discount
255,931

 
298,242

 
241,600

 
283,525

Total interest expense
$
3,090,931

 
$
3,535,742

 
$
3,076,600

 
$
3,521,025

 
The estimated effective interest rate of the debt component of the 2019 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, 2019 and June 30, 2018. The estimated effective interest rate of the debt component of the 2022 Convertible Notes, equal to the stated interest of 4.625% plus the accretion of the original issue discount, was approximately 5.125% for the six months ended June 30, 2019 and June 30, 2018.

Unsecured Notes

On August 4, 2017, the Company issued $125.0 million of unsecured notes that mature on August 11, 2022 (the "2022
Notes"). On November 3, 2017, the Company issued an additional $50.0 million of the 2022 Notes. The 2022 Notes bear interest at an annual rate of 4.125%, payable semi-annually, and all principal is due upon maturity. The 2022 Notes are general unsecured obligations of the Company and rank structurally junior to the SVCP Facility, TCPC Funding Facility and the SBA Debentures. The 2022 Notes may be redeemed in whole or part at the Company's option at a redemption price equal to par plus a "make whole" premium, as determined pursuant to the indenture governing the 2022 Notes, and any accrued and unpaid interest. The 2022 Notes were issued at a discount to the principal amount.

As of June 30, 2019 and December 31, 2018, the components of the carrying value of the 2022 Notes were as follows:
 
June 30, 2019

 
December 31, 2018

Principal amount of debt
$
175,000,000

 
$
175,000,000

Original issue discount, net of accretion
(412,863
)
 
(474,004
)
Carrying value of debt
$
174,587,137

 
$
174,525,996


For the six months ended June 30, 2019 and 2018, the components of interest expense for the 2022 Notes were as follows:
 
Six Months Ended June 30,
 
2019
 
2018
Stated interest expense
$
3,609,375

 
$
3,609,375

Amortization of original issue discount
61,141

 
58,695

Total interest expense
$
3,670,516

 
$
3,668,070






41






BlackRock TCP Capital Corp.
 
Notes to Consolidated Financial Statements (Unaudited) (Continued)
 
June 30, 2019

4. Leverage — (continued)



SVCP Facility

The SVCP Facility consists of a revolving, multi-currency credit facility which provides for amounts to be drawn up to $220.0 million, subject to certain collateral and other restrictions. The facility was amended on May 6, 2019 to (1) increase its capacity from $170.0 million to $220.0 million, (2) reduce the interest rate by 0.25% to LIBOR plus 2.00%, and (3) extend the maturity date from February 28, 2022 to May 6, 2023, subject to extension by the lenders at the request of SVCP. The facility contains an accordion feature pursuant to which the credit line may increase up to an aggregate of $300.0 million, subject to consent from the applicable lenders and other customary conditions. Most of the cash and investments held directly by SVCP, as well as the net assets of TCPC Funding and the SBIC, are included in the collateral for the facility.

Borrowings under the SVCP Facility generally bear interest at a rate of LIBOR plus 2.00%. In addition to amounts due on outstanding debt, the SVCP Facility accrues commitment fees of 0.50% per annum on the unused portion of the facility, or 2.25% per annum on the unused portion that is greater than 60% of the total facility. The SVCP Facility may be terminated, and any outstanding amounts thereunder may become due and payable, should SVCP fail to satisfy certain financial or other covenants. As of June 30, 2019, SVCP was in full compliance with such covenants.

SVCP 2018 Facility

Prior to being replaced by the SVCP Facility on February 26, 2018, the SVCP 2018 Facility consisted of a senior secured revolving credit facility which provided for amounts to be drawn up to $116.0 million, subject to certain collateral and other restrictions. The SVCP 2018 Facility was originally set to mature on July 31, 2018. Advances under the SVCP 2018 Facility bore 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 2018 Facility accrued 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 were outstanding.

SBA Debentures

As of June 30, 2019, the SBIC is able to issue up to $150.0 million in SBA Debentures, subject to funded regulatory capital and other customary regulatory requirements. As of June 30, 2019, SVCP had committed $75.0 million of regulatory capital to the SBIC, all 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.


42






BlackRock TCP Capital Corp.
 
Notes to Consolidated Financial Statements (Unaudited) (Continued)
 
June 30, 2019

4. Leverage — (continued)


SBA Debentures outstanding as of June 30, 2019 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
%
March 23, 2016
 
March 1, 2026
 
4,000,000

 
2.51
%
 
0.36
%
September 21, 2016
 
September 1, 2026
 
18,200,000

 
2.05
%
 
0.36
%
September 20, 2017
 
September 1, 2027
 
14,000,000

 
2.52
%
 
0.36
%
October 20, 2017
 
March 1, 2028
 
8,000,000

 
3.19
%
 
0.35
%
September 19, 2018
 
September 1, 2028
 
15,000,000

 
3.55
%
 
0.35
%
 
 
 
 
$
98,000,000

 
2.77
%
*
 
Non-pooled loans:
 
 
 
 
 
 
 
 
June 12, 2019
 
September 25, 2019
 
15,000,000

 
2.72
%
 
0.35
%
June 14, 2019
 
September 25, 2019
 
5,000,000

 
2.69
%
 
0.35
%
 
 
 
 
$
118,000,000

 
 
 
 
_____________
*
Weighted-average interest rate on pooled loans

SBA Debentures outstanding as of December 31, 2018 were as follows:

Issuance Date
 
Maturity
 
Debenture
Amount
 
Fixed
Interest Rate
 
SBA
Annual Charge
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
%
March 23, 2016
 
March 1, 2026
 
4,000,000

 
2.51
%
 
0.36
%
September 21, 2016
 
September 1, 2026
 
18,200,000

 
2.05
%
 
0.36
%
September 20, 2017
 
September 1, 2027
 
14,000,000

 
2.52
%
 
0.36
%
October 20, 2017
 
March 1, 2028
 
8,000,000

 
3.19
%
 
0.35
%
September 19, 2018
 
September 1, 2028
 
15,000,000

 
3.55
%
 
0.35
%
 
 
 
 
$
98,000,000

 
2.77
%
*
 
_____________
*
Weighted-average interest rate

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. On May 7, 2019, the facility was amended to expand the total capacity by $50.0 million to $350.0 million. On June 3, 2019, the facility was amended to extend the maturity date to May 31, 2023. The facility contains an accordion feature which allows for expansion of the facility to up to

43






BlackRock TCP Capital Corp.
 
Notes to Consolidated Financial Statements (Unaudited) (Continued)
 
June 30, 2019

4. Leverage — (continued)


$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 2.00% or 2.35% 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 0.25% per annum on the unused portion of the facility, or 0.50% 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, 2019, TCPC Funding was in full compliance with such covenants.
 
5. Commitments, Contingencies, Concentration of Credit Risk and Off-Balance Sheet Risk

SVCP, 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, SVCP, 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.

44






BlackRock TCP Capital Corp.
 
Notes to Consolidated Financial Statements (Unaudited) (Continued)
 
June 30, 2019

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, 2019 and December 31, 2018 as follows:
 
 
 
 
Unfunded Balances
Issuer
 
Maturity
 
June 30, 2019
 
December 31, 2018
2-10 Holdco, Inc.
 
10/31/2024
 
$
416,667

 
$
416,667

Applause App Quality, Inc.
 
9/20/2022
 
1,509,820

 
1,509,820

Apptio, Inc.
 
1/10/2025
 
769,231

 
N/A

Auto Trakk SPV, LLC
 
12/21/2021
 
3,193,208

 
4,732,558

Avanti Communications Jersey Limited
 
6/15/2024
 
413,584

 
N/A

Bisnow, LLC
 
4/29/2021
 
1,200,000

 
1,200,000

Blue Star Sports Holdings, Inc.
 
6/15/2024
 
833,333

 
877,777

CAREATC, Inc.
 
3/14/2024
 
607,288

 
N/A

Certify, Inc.
 
2/28/2024
 
3,720,069

 
N/A

Datto, Inc.
 
12/7/2022
 
N/A

 
1,870,622

Donuts Inc.
 
9/17/2023
 
660,634

 
660,634

Dude Solutions Holdings, Inc.
 
6/14/2025
 
1,589,685

 
N/A

Edmentum, Inc.
 
6/9/2020
 
N/A

 
4,103,102

FinancialForce.Com
 
2/1/2024
 
7,000,000

 
N/A

HighTower Holding, LLC
 
1/31/2026
 
N/A

 
6,169,355

Home Partners of America, Inc.
 
10/13/2022
 
2,142,857

 
2,142,857

IAS Investco, Inc.
 
1/24/2021
 
N/A

 
1,114,286

iCIMS, Inc.
 
9/12/2024
 
490,735

 
490,735

JAMF Holdings, Inc.
 
11/13/2022
 
404,684

 
1,214,052

Khoros LLC (Lithium)
 
10/3/2022
 
1,983,364

 
1,983,364

Patient Point Network Solutions, LLC
 
6/26/2022
 
264,285

 
440,475

Pegasus Business Intelligence, LP (Onyx Centersource)
 
12/20/2021
 
671,356

 
671,356

Pulse Secure, LLC
 
5/1/2022
 
1,342,516

 
1,342,516

Rhode Holdings, Inc. (Kaseya)
 
5/3/2025
 
2,929,344

 
N/A

RSB-160, LLC (Lat20), LLC
 
7/20/2022
 
4,435,914

 
4,435,914

Snow Software AB
 
4/17/2024
 
4,360,548

 
N/A

Space Midco, Inc. (Archibus)
 
12/5/2023
 
277,778

 
277,778

Team Software, Inc.
 
9/17/2023
 
2,106,726

 
3,511,210

Telarix, Inc.
 
11/19/2023
 
357,143

 
357,143

TPC Intermediate Holdings, LLC
 
5/15/2023
 
788,529

 
188,235

Tradeshift Holdings, Inc.
 
9/1/2020
 
5,352,908

 
5,352,908

Unanet, Inc.
 
5/31/2024
 
10,102,040

 
N/A

VSS-Southern Holdings, LLC
 
11/3/2026
 
1,027,397

 
N/A

Xactly Corporation
 
7/31/2022
 
1,405,501

 
1,405,501

Total Unfunded Balances
 
 
 
$
62,357,144

 
$
46,468,865



45






BlackRock TCP Capital Corp.
 
Notes to Consolidated Financial Statements (Unaudited) (Continued)
 
June 30, 2019




6. Related Party Transactions

The Company, SVCP, TCPC Funding, the SBIC, the Advisor and their members and affiliates may be considered related parties. From time to time, SVCP advances payments to third parties on behalf of the Company which are reimbursable through deductions from distributions to the Company. At June 30, 2019 and December 31, 2018, no such amounts were outstanding. From time to time, the Advisor advances payments to third parties on behalf of the Company and SVCP and receives reimbursement from the Company. At June 30, 2019 and December 31, 2018, amounts reimbursable to the Advisor totaled $0.9 million and $1.2 million, respectively, as reflected in the Consolidated Statements of Assets and Liabilities.

Pursuant to an administration agreement between the Administrator and the Company (the “Administration Agreement”), 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, 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. For the six months ended June 30, 2019 and 2018, expenses allocated pursuant to the Administration Agreement totaled $1.2 million and $1.2 million respectively.

7. Stockholders’ Equity and Dividends

The following table summarizes the total shares issued and proceeds received in connection with the Company’s dividend reinvestment plan for the six months ended June 30, 2019 and 2018:

 
2019
 
2018
Shares Issued
393

 
374

Average Price Per Share
$
14.20

 
$
14.29

Proceeds
$
5,581

 
$
5,343


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, 2019:
Date Declared
 
Record Date
 
Payment Date
 
Type
 
Amount Per Share
 
Total Amount
February 28, 2019
 
March 15, 2019
 
March 29, 2019
 
Regular
 
$
0.36

 
$
21,155,619

May 8, 2019
 
June 14, 2019
 
June 28, 2019
 
Regular
 
0.36

 
21,155,688

 
 
 
 
 
 
 
 
$
0.72

 
$
42,311,307


The following table summarizes the Company’s dividends declared and paid for the six months ended June 30, 2018:
Date Declared
 
Record Date
 
Payment Date
 
Type
 
Amount Per Share
 
Total Amount
February 27, 2018
 
March 16, 2018
 
March 30, 2018
 
Regular
 
$
0.36

 
$
21,184,004

May 9, 2018
 
June 15, 2018
 
June 29, 2018
 
Regular
 
0.36

 
21,174,966

 
 
 
 
 
 
 
 
$
0.72

 
$
42,358,970


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.

46






BlackRock TCP Capital Corp.
 
Notes to Consolidated Financial Statements (Unaudited) (Continued)
 
June 30, 2019

7. Stockholders’ Equity and Dividends — (continued)

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 1, 2019, to be in effect through the earlier of two trading days after the Company’s second quarter 2019 earnings release unless further extended or terminated by the Company’s board of directors, 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, 2019:
 
Shares Repurchased
 
Price Per Share
 
Total Cost
Company Repurchase Plan
9,000
 
$
13.96

$
125,679

______________
*
Weighted-average price per share

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, 2018:
 
Shares Repurchased
 
Price Per Share
 
Total Cost
Company Repurchase Plan
34,616
 
$
14.40

$
498,639

______________
*
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, 2019 and 2018
 
Six Months Ended June 30,
 
2019
 
2018
Net increase in net assets applicable to common shareholders resulting from operations
$
13,297,938

 
$
31,306,430

Weighted average shares outstanding
58,766,618

 
58,833,900

Earnings per share
$
0.23

 
$
0.53



47






BlackRock TCP Capital Corp.
 
Notes to Consolidated Financial Statements (Unaudited) (Continued)
 
June 30, 2019




9. Subsequent Events

On August 6, 2019, 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 2019 earnings release or such time as the approved $50.0 million repurchase amount has been fully utilized, subject to certain conditions.

On August 8, 2019, the Company’s board of directors declared a third quarter regular dividend of $0.36 per share payable on September 30, 2019 to stockholders of record as of the close of business on September 16, 2019.

Effective August 6, 2019, the Company expanded the total capacity of its SVCP Facility by $50.0 million to $270.0 million.


48






BlackRock TCP Capital Corp.
 
Notes to Consolidated Financial Statements (Unaudited) (Continued)
 
June 30, 2019




10. Financial Highlights

 
Six Months Ended June 30,
 
2019
 
2018
Per Common Share
 
 
 
Per share NAV at beginning of period
$
14.13

 
$
14.80

 
 
 
 
Investment operations:
 
 
 
Net investment income
0.81

 
0.78

Net realized and unrealized gain
(0.58
)
 
(0.25
)
Total from investment operations
0.23

 
0.53

 
 
 
 
Repurchase of common stock

 

Distributions to common shareholders
(0.72
)
 
(0.72
)
Per share NAV at end of period
$
13.64

 
$
14.61

 
 
 
 
Per share market price at end of period
$
14.25

 
$
14.45

 
 
 
 
Total return based on market value (1), (2)
14.8
%
 
(7.0
)%
Total return based on net asset value (1), (3)
1.6
%
 
3.6
 %
 
 
 
 
Shares outstanding at end of period
58,766,000

 
58,813,014


49






BlackRock TCP Capital Corp.
 
Notes to Consolidated Financial Statements (Unaudited) (Continued)

June 30, 2019

10. Financial Highlights — (continued)

 
Six Months Ended June 30,
 
2019
 
2018
Ratios to average common equity: (4)
 
 
 
Net investment income
12.6
%
 
11.8
%
Expenses excluding incentive compensation
9.3
%
 
8.2
%
Expenses including incentive compensation
10.5
%
 
9.5
%
 
 
 
 
Ending common shareholder equity
$
801,341,260

 
$
859,182,290

Portfolio turnover rate
16.2
%
 
11.7
%
Weighted-average leverage outstanding
$
827,366,166

 
$
740,156,090

Weighted-average interest rate on leverage 
4.8
%
 
4.6
%
Weighted-average number of common shares
58,766,618

 
58,833,900

Average leverage per share
$
14.08

 
$
12.58

______________
(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 beginning net asset value per share at the beginning of the period.
(4)    Annualized, except for incentive compensation.



50






BlackRock TCP Capital Corp.

Consolidated Schedule of Changes in Investments in Non-Controlled Affiliates (1) (Unaudited)

Six Months Ended June 30, 2019

Security
 
Dividends or Interest (2)
 
Fair Value at
December 31, 2018
 
Net realized gain or loss
 
Net increase or decrease in unrealized appreciation or depreciation
 
Acquisitions (3)
 
Dispositions (4)
 
Fair Value at
June 30, 2019
AGY Holding Corp., Common Stock
 
$

 
$

 
$

 
$

 
$

 
$

 
$

AGY Holding Corp., Senior Secured 2nd Lien Notes, 11%, due 11/15/20
 
545,334

 
9,777,740

 

 
(161,954
)
 
537,775

 

 
10,153,561

AGY Holding Corp., Senior Secured Delayed Draw Term Loan, 12%, due 5/18/20
 
63,299

 
1,049,147

 

 

 

 

 
1,049,147

AGY Holding Corp., Senior Secured Term Loan, 12%, due 5/18/20
 
293,798

 
4,869,577

 

 

 

 

 
4,869,577

Edmentum Ultimate Holdings, LLC, Class A Common Units
 

 

 

 

 

 

 

Edmentum Ultimate Holdings, LLC, Junior PIK Notes, 10%, due 6/9/20
 
901,987

 
11,152,078

 

 
1,353,989

 
888,019

 

 
13,394,086

Edmentum Ultimate Holdings, LLC, Senior PIK Notes, 8.5%, due 6/9/20
 
147,929

 
3,375,453

 

 

 
145,795

 

 
3,521,248

Edmentum Ultimate Holdings, LLC, Warrants to Purchase Class A Common Units
 

 

 

 

 

 

 

Edmentum, Inc., Junior Revolving Facility, 5%, due 6/9/20
 
106,776

 
1,153,076

 

 

 
4,177,024

 
(9,867
)
 
5,320,233

Edmentum, Inc., Senior Secured 1st Lien Term Loan B, 8.5%, due 6/9/21
 
523,137

 
6,187,478

 

 
244,346

 
2,492,853

 

 
8,924,677

Edmentum, Inc., Senior Secured 2nd Lien Term Loan, 7% PIK, due 12/8/21
 
277,362

 
7,719,069

 

 

 
274,058

 

 
7,993,127

Edmentum, Inc., Senior Unsecured Promissory Note, 10%, due 9/30/19
 
82,344

 

 

 
20,988

 
3,623,080

 

 
3,644,068

Educationcity Limited (Edmentum), Senior Unsecured Promissory Note, 10%, due 9/30/19
 
32,938

 

 

 
8,395

 
1,449,232

 

 
1,457,627

EPMC HoldCo, LLC, Membership Units
 

 
26,254

 
43,320

 
(26,254
)
 

 
(43,320
)
 

Green Biologics, Inc., Common Stock
 

 
3,670,777

 

 
(5,673,578
)
 
2,006,277

 

 
3,476

Iracore International Holdings, Inc., Senior Secured 1st Lien Term Loan, LIBOR + 9%, 1% LIBOR Floor, due 4/13/21
 
110,097

 
1,900,733

 

 

 

 

 
1,900,733

Iracore Investments Holdings, Inc., Class A Common Stock
 

 
1,375,243

 

 
102,275

 

 

 
1,477,518

KAGY Holding Company, Inc., Series A Preferred Stock
 

 
969,224

 

 
(969,224
)
 

 

 

NEG Holdings, LLC (CORE Entertainment, Inc.), Senior Secured 1st Lien Term Loan, LIBOR + 8% PIK, 1% LIBOR Floor, due 10/17/22
 
85,818

 
1,574,099

 

 

 
84,863

 

 
1,658,962

NEG Parent, LLC (CORE Entertainment, Inc.), Class A Units
 

 
6,543,086

 

 
165,793

 

 

 
6,708,879

NEG Parent, LLC (CORE Entertainment, Inc.), Class A Warrants to Purchase Class A Units
 

 
364,299

 

 
8,260

 

 

 
372,559

NEG Parent, LLC (CORE Entertainment, Inc.), Class B Warrants to Purchase Class A Units
 

 
367,914

 

 
8,341

 

 

 
376,255

NEG Parent, LLC (CORE Entertainment, Inc.), Litigation Trust Units
 

 
1,118,110

 

 
(33,861
)
 

 

 
1,084,249

Total
 
$
3,170,819

 
$
63,193,357

 
$
43,320

 
$
(4,952,484
)
 
$
15,678,976

 
$
(53,187
)
 
$
73,909,982

______________
Notes to Consolidated Schedule of Changes in Investments in Non-Controlled Affiliates:
 
(1)
The issuers of the securities listed on this schedule are considered non-controlled affiliates under the Investment Company Act of 1940 due to the ownership by the Company of 5% to 25% of the issuers' voting securities.
(2)
Also includes fee and lease income as applicable.
(3)
Acquisitions include new purchases, PIK income and amortization of original issue and market discounts.
(4)
Dispositions include decreases in the cost basis from sales, paydowns, mortgage amortizations and aircraft depreciation.












51







BlackRock TCP Capital Corp.
 
Consolidated Schedule of Changes in Investments in Controlled Affiliates (1) (Unaudited)

Six Months Ended June 30, 2019

Security
 
Dividends or Interest (2)
 
Fair Value at
December 31, 2018
 
Net realized gain or loss
 
Net increase or decrease in unrealized appreciation or depreciation
 
Acquisitions (3)
 
Dispositions (4)
 
Fair Value at
June 30, 2019
36th Street Capital Partners Holdings, LLC, Membership Units
 
$
872,602

 
$
18,931,734

 
$

 
$
2,804,939

 
$
346,250

 
$

 
$
22,082,923

36th Street Capital Partners Holdings, LLC, Senior Note, 12%, due 11/1/20
 
1,710,314

 
27,839,419

 

 

 
753,750

 

 
28,593,169

Anacomp, Inc., Class A Common Stock
 

 
1,418,746

 

 
(263,661
)
 

 

 
1,155,085

Conergy Asia & ME Pte. Ltd., 1st Lien Term Loan, 10%, due 5/26/20
 
87,961

 
1,773,807

 

 
(276,715
)
 

 

 
1,497,092

Conergy Asia Holdings Limited, Class B Shares
 

 

 

 

 

 

 

Conergy Asia Holdings Limited, Ordinary Shares
 

 

 

 

 

 

 

Conventional Lending TCP Holdings, LLC, Membership Units
 
 
 

 

 

 
1,415,656

 

 
1,415,656

Kawa Solar Holdings Limited, Bank Guarantee Credit Facility, 0%, due 5/26/20
 

 
11,682,923

 

 
(816,391
)
 

 
(7,577,094
)
 
3,289,438

Kawa Solar Holdings Limited, Ordinary Shares
 

 

 

 
(578,646
)
 

 
578,646

 

Kawa Solar Holdings Limited, Revolving Credit Facility, 0%, due 5/26/20
 

 
2,922,269

 

 
294,742

 

 
(578,646
)
 
2,638,365

Kawa Solar Holdings Limited, Series B Preferred Shares
 

 

 

 

 

 

 

United N659UA-767, LLC (Aircraft Trust Holding Company)
 
79,904

 
2,826,708

 

 
33,139

 

 
(180,922
)
 
2,678,925

United N661UA-767, LLC (Aircraft Trust Holding Company)
 
69,010

 
2,896,083

 

 
(24,520
)
 

 
(191,814
)
 
2,679,749

Total
 
$
2,819,791

 
$
70,291,689

 
$

 
$
1,172,887

 
$
2,515,656

 
$
(7,949,830
)
 
$
66,030,402

______________
Notes to Consolidated Schedule of Changes in Investments in Controlled Affiliates:
 
(1)
The issuers of the securities listed on this schedule are considered controlled affiliates under the Investment Company Act of 1940 due to the ownership by the Company of more than 25% of the issuers' voting securities.
(2)
Also includes fee and lease income as applicable.
(3)
Acquisitions include new purchases, PIK income and amortization of original issue and market discounts.
(4)
Dispositions include decreases in the cost basis from sales, paydowns, mortgage amortizations and aircraft depreciation.


52






BlackRock TCP Capital Corp.
 
Consolidated Schedule of Changes in Investments in Non-Controlled Affiliates(1) 

Year Ended December 31, 2018
Security
 
Dividends or Interest (2)
 
Fair Value at
December 31, 2017
 
Net realized gain or loss
 
Net increase or decrease in unrealized appreciation or depreciation
 
Acquisitions (3)
 
Dispositions (4)
 
Fair Value at
December 31, 2018
AGY Holding Corp., Common Stock
 
$

 
$

 
$

 
$

 
$

 
$

 
$

AGY Holding Corp., Senior Secured 2nd Lien Notes, 11%, due 11/15/20
 
1,054,681

 
9,268,000

 

 

 
509,740

 

 
9,777,740

AGY Holding Corp., Senior Secured Delayed Draw Term Loan, 12%, due 5/18/20
 
127,646

 
1,049,147

 

 

 

 

 
1,049,147

AGY Holding Corp., Senior Secured Term Loan, 12%, due 5/18/20
 
592,465

 
4,869,577

 

 

 

 

 
4,869,577

Edmentum Ultimate Holdings, LLC, Class A Common Units
 

 

 

 

 

 

 

Edmentum Ultimate Holdings, LLC, Junior PIK Notes, 10%, due 6/9/20
 
1,686,990

 
10,377,830

 

 
(886,600
)
 
1,660,848

 

 
11,152,078

Edmentum Ultimate Holdings, LLC, Senior PIK Notes, 8.5%, due 6/9/20
 
279,918

 
3,099,573

 

 

 
275,880

 

 
3,375,453

Edmentum Ultimate Holdings, LLC, Warrants to Purchase Class A Common Units
 

 

 

 

 

 

 

Edmentum, Inc., Junior Revolving Facility, 5%, due 6/9/20
 
129,029

 
2,189,584

 

 
2

 
3,740,309

 
(4,776,819
)
 
1,153,076

Edmentum, Inc., Senior Secured 1st Lien Term Loan B, 8.5%, due 6/9/21
 
332,418

 

 

 
910,888

 
5,293,696

 
(17,106
)
 
6,187,478

Edmentum, Inc., Senior Secured 2nd Lien Term Loan, 7% PIK, due 12/8/21
 
722,259

 

 

 
8

 
7,719,061

 

 
7,719,069

EPMC HoldCo, LLC, Membership Units
 

 
210,035

 
196,908

 
(183,781
)
 

 
(196,908
)
 
26,254

Globecomm Systems, Inc., Senior Secured 1st Lien Incremental Term Loan, LIBOR + 7.625%, 1.25% LIBOR Floor, due 12/11/21
 
14,923

 
175,824

 
3,917

 
(4,221
)
 
14,155

 
(189,675
)
 

Globecomm Systems, Inc., Senior Secured 1st Tranche Term Loan, LIBOR + 5.5%, 1.25% LIBOR Floor, due 12/11/21
 
547,010

 
7,200,000

 

 

 
420,234

 
(7,620,234
)
 

Globecomm Systems, Inc., Senior Secured 2nd Tranche Term Loan, LIBOR + 8%, 1.25% LIBOR Floor, due 12/11/21
 
244,408

 
2,400,000

 

 

 
187,800

 
(2,587,800
)
 

Globecomm Systems, Inc., Senior Secured 3rd Tranche Term Loan, 12.5% PIK, due 12/11/21
 
158,129

 
1,248,000

 
(1,117,442
)
 

 
122,538

 
(253,096
)
 

Globecomm Systems, Inc., Senior Secured 4th Tranche Term Loan, 12.5% PIK, due 12/11/21
 
205,845

 
2,256,000

 
(2,477,512
)
 

 
221,512

 

 

Globecomm Systems, Inc., Senior Secured Incremental 1st Tranche Term Loan, LIBOR + 5.5%, 1.25% LIBOR Floor, due 12/11/21
 
9,757

 

 

 

 
244,778

 
(244,778
)
 

Green Biologics, Inc., Common Stock
 

 

 

 
(14,851,816
)
 
18,522,593

 

 
3,670,777

HCT Acquisition, LLC (Globecomm), Membership Units
 

 
531,575

 
(531,575
)
 

 

 

 

Iracore International Holdings, Inc., Senior Secured 1st Lien Term Loan, LIBOR + 9%, 1% LIBOR Floor, due 4/13/21
 
213,331

 
1,900,733

 

 

 

 

 
1,900,733

Iracore Investments Holdings, Inc., Class A Common Stock
 

 
3,458,749

 

 
(2,083,506
)
 

 

 
1,375,243

KAGY Holding Company, Inc., Series A Preferred Stock
 

 
11,034,519

 

 
(10,065,295
)
 

 

 
969,224

NEG Holdings, LLC (CORE Entertainment, Inc.), Senior Secured 1st Lien Term Loan, LIBOR + 8% PIK, 1% LIBOR Floor, due 10/17/22
 
118,111

 
1,584,734

 

 

 
118,889

 
(129,524
)
 
1,574,099

NEG Parent, LLC (CORE Entertainment, Inc.), Class A Units
 

 
4,345,010

 

 
2,198,076

 

 

 
6,543,086

NEG Parent, LLC (CORE Entertainment, Inc.), Class A Warrants to Purchase Class A Units
 

 
111,875

 

 
252,424

 

 

 
364,299

NEG Parent, LLC (CORE Entertainment, Inc.), Class B Warrants to Purchase Class A Units
 

 
112,985

 

 
254,929

 

 

 
367,914

NEG Parent, LLC (CORE Entertainment, Inc.), Litigation Trust Units
 

 
1,201,138

 

 
(83,028
)
 

 

 
1,118,110

RM Holdco, LLC (Real Mex), Equity Participation
 

 

 

 

 

 

 

RM Holdco, LLC (Real Mex), Membership Units
 
31,486

 

 
(2,010,777
)
 
2,010,777

 

 

 

RM OpCo, LLC (Real Mex), Convertible 2nd Lien Term Loan Tranche B-1, 8.5%, due 3/30/18
 
77,143

 
862,509

 
(2,210,269
)
 
1,255,117

 
92,643

 

 

RM OpCo, LLC (Real Mex), Senior Convertible 2nd Lien Term Loan B, 8.5%, due 3/30/18
 
264,147

 
7,250,973

 
(7,568,193
)
 

 
317,220

 

 

RM OpCo, LLC (Real Mex), Senior Secured 1st Lien Term Loan Tranche A, 7%, due 3/30/18
 
297,194

 
4,899,257

 
(150,583
)
 
(283,386
)
 
297,423

 
(4,762,711
)
 

RM OpCo, LLC (Real Mex), Senior Secured 1st Out Term Loan Tranche A, 7%, due 3/30/18
 
101,757

 

 
7,551

 
(38,950
)
 
1,461,263

 
(1,429,864
)
 

RM OpCo, LLC (Real Mex), Senior Secured 2nd Lien Term Loan Tranche B, 8.5%, due 3/30/18
 

 

 
(10,398,622
)
 
10,398,622

 

 

 

RM OpCo, LLC (Real Mex), Senior Secured 2nd Lien Term Loan Tranche B-1, 8.5%, due 3/30/18
 
121,054

 
1,353,457

 
(3,452,951
)
 
1,954,117

 
145,377

 

 

RM OpCo, LLC (Real Mex), Senior Secured Super Priority Debtor-in-Possession Term Loan, 8.5%, due 12/15/18
 
18,337

 

 
5,251

 

 
715,249

 
(720,500
)
 

Total
 
$
7,348,038

 
$
82,991,084

 
$
(29,704,297
)
 
$
(9,245,623
)
 
$
42,081,208

 
$
(22,929,015
)
 
$
63,193,357

______________
Notes to Consolidated Schedule of Changes in Investments in Non-Controlled Affiliates:
 
(1)
The issuers of the securities listed on this schedule are considered non-controlled affiliates under the Investment Company Act of 1940 due to the ownership by the Company of 5% to 25% of the issuers' voting securities.
(2)
Also includes fee and lease income as applicable.
(3)
Acquisitions include new purchases, PIK income and amortization of original issue and market discounts.
(4)
Dispositions include decreases in the cost basis from sales, paydowns, mortgage amortizations and aircraft depreciation.

53







BlackRock TCP Capital Corp.
 
Consolidated Schedule of Changes in Investments in Controlled Affiliates(1)  

Year Ended December 31, 2018
 
Security
 
Dividends or Interest (2)
 
Fair Value at
December 31, 2017
 
Net realized gain or loss
 
Net increase or decrease in unrealized appreciation or depreciation
 
Acquisitions (3)
 
Dispositions (4)
 
Fair Value at
December 31, 2018
36th Street Capital Partners Holdings, LLC, Membership Units
 
$
750,715

 
$
12,576,276

 
$

 
$
(443,614
)
 
$
7,049,072

 
$
(250,000
)
 
$
18,931,734

36th Street Capital Partners Holdings, LLC, Senior Note, 12%, due 11/1/20
 
3,537,166

 
30,827,391

 

 

 
1,155,002

 
(4,142,974
)
 
27,839,419

Anacomp, Inc., Class A Common Stock
 

 
1,418,746

 

 

 

 

 
1,418,746

Conergy Asia & ME Pte. Ltd., 1st Lien Term Loan, 10%, due 5/26/20
 
112,355

 
666,667

 

 

 
1,107,140

 

 
1,773,807

Conergy Asia Holdings Limited, Class B Shares
 

 
1,027,700

 

 
(1,027,700
)
 

 

 

Conergy Asia Holdings Limited, Ordinary Shares
 

 
193,847

 

 
(193,847
)
 

 

 

Kawa Solar Holdings Limited, Bank Guarantee Credit Facility, 0% PIK, due 5/26/20
 
645,470

 
16,233,431

 

 
(2,473,048
)
 
(290,793
)
 
(1,786,667
)
 
11,682,923

Kawa Solar Holdings Limited, Ordinary Shares
 

 

 

 

 

 

 

Kawa Solar Holdings Limited, Revolving Credit Facility, 0%, due 5/26/20
 

 
7,048,850

 

 
(5,746,581
)
 
1,620,000

 

 
2,922,269

Kawa Solar Holdings Limited, Series B Preferred Shares
 

 

 

 

 

 

 

United N659UA-767, LLC (Aircraft Trust Holding Company)
 
159,808

 
3,161,798

 

 
26,751

 

 
(361,841
)
 
2,826,708

United N661UA-767, LLC (Aircraft Trust Holding Company)
 
138,019

 
3,228,449

 

 
51,265

 

 
(383,631
)
 
2,896,083

Total
 
$
5,343,533

 
$
76,383,155

 
$

 
$
(9,806,774
)
 
$
10,640,421

 
$
(6,925,113
)
 
$
70,291,689

______________
Notes to Consolidated Schedule of Changes in Investments in Controlled Affiliates:
 
(1)
The issuers of the securities listed on this schedule are considered controlled affiliates under the Investment Company Act of 1940 due to the ownership by the Company of more than 25% of the issuers' voting securities.
(2)
Also includes fee and lease income as applicable.
(3)
Acquisitions include new purchases, PIK income and amortization of original issue and market discounts.
(4)
Dispositions include decreases in the cost basis from sales, paydowns, mortgage amortizations and aircraft depreciation.

54






BlackRock TCP Capital Corp.

Consolidated Schedule of Restricted Securities of Unaffiliated Issuers (Unaudited)

June 30, 2019
Investment
 
Acquisition Date
Actifio, Inc., Warrants to Purchase Series G Preferred Stock
 
5/5/17
Adesto Technologies Corporation, Warrants to Purchase Common Stock
 
5/8/18
Avanti Communications Group, PLC (144A), Senior New Money Initial Note, 9% PIK, due 10/1/22
 
1/26/17
Avanti Communications Group, PLC (144A), Senior Second-Priority PIK Toggle Note, 9%, due 10/1/22
 
1/26/17
CFG Investments Limited (Caribbean Financial Group), Subordinated Class B Notes, 9.42%, due 11/15/26
 
11/7/17
Domo, Inc., Warrants to Purchase Common Stock
 
12/5/17
Envigo RMS Holding Corp., Common Stock
 
6/3/19
Fidelis Topco LP, Warrants to Purchase Series A Preferred Units
 
7/20/18
Fidelis Topco LP, Warrants to Purchase Series B Preferred Units
 
7/20/18
FinancialForce.com, Inc., Warrants to Purchase Series C Preferred Stock
 
1/30/19
Findly Talent, LLC, Class A Membership Units
 
1/1/14
Foursquare Labs, Inc., Warrants to Purchase Series E Preferred Stock
 
5/4/17
GACP I, LP (Great American Capital), Membership Units
 
10/1/15
GACP II, LP (Great American Capital), Membership Units
 
1/12/18
GlassPoint Solar, Inc., Warrants to Purchase Series C-1 Preferred Stock
 
2/7/17
GlassPoint Solar, Inc., Warrants to Purchase Series D Preferred Stock
 
3/16/18
InMobi, Inc., Warrants to Purchase Common Stock
 
8/22/17
InMobi, Inc., Warrants to Purchase Series E Preferred Stock (Strike Price $20.01)
 
9/18/15
InMobi, Inc., Warrants to Purchase Series E Preferred Stock (Strike Price $28.58)
 
10/1/18
Nanosys, Inc., Warrants to Purchase Preferred Stock
 
3/29/16
Quora, Inc., Warrants to Purchase Series D Preferred Stock
 
4/12/19
Shop Holding, LLC (Connexity), Class A Units
 
6/2/11
SnapLogic, Inc., Warrants to Purchase Series Preferred Stock
 
3/20/18
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
Tradeshift, Inc., Warrants to Purchase Series D Preferred Stock
 
3/9/17
Utilidata, Inc., Warrants to Purchase Preferred Stock
 
12/22/15
V Telecom Investment S.C.A. (Vivacom), Common Shares
 
11/9/12

55






BlackRock TCP Capital Corp.

Consolidated Schedule of Restricted Securities of Unaffiliated Issuers

December 31, 2018
Investment
 
Acquisition Date
Actifio, Inc., Warrants to Purchase Series G Preferred Stock
 
5/5/17
Adesto Technologies Corporation, Warrants to Purchase Common Stock
 
5/8/18
Avanti Communications Group, PLC (144A), Senior New Money Initial Note, 9%, due 10/1/22
 
1/26/17
Avanti Communications Group, PLC (144A), Senior Second-Priority PIK Toggle Note, 9%, due 10/1/22
 
1/26/17
CFG Investments Limited (Caribbean Financial Group), Subordinated Class B Notes, 9.42%, due 11/15/26
 
11/7/17
Domo, Inc., Warrants to Purchase Common Stock
 
12/5/17
Fidelis Topco LP, Warrants to Purchase Series A Preferred Units
 
7/20/18
Fidelis Topco LP, Warrants to Purchase Series B Preferred Units
 
7/20/18
Findly Talent, LLC, Class A Membership Units
 
1/1/14
Foursquare Labs, Inc., Warrants to Purchase Series E Preferred Stock
 
5/4/17
Fuse Media, LLC, Warrants to Purchase Common Stock
 
8/3/12
GACP I, LP (Great American Capital), Membership Units
 
10/1/15
GACP II, LP (Great American Capital), Membership Units
 
1/12/18
GlassPoint Solar, Inc., Warrants to Purchase Series C-1 Preferred Stock
 
2/7/17
GlassPoint Solar, Inc., Warrants to Purchase Series D Preferred Stock
 
3/16/18
InMobi, Inc., Warrants to Purchase Common Stock
 
8/22/17
InMobi, Inc., Warrants to Purchase Series E Preferred Stock (Strike Price $20.01)
 
9/18/15
InMobi, Inc., Warrants to Purchase Series E Preferred Stock (Strike Price $28.58)
 
10/1/18
Lions Holdings, Inc., (BPA), Series A Warrants to Purchase Common Stock
 
7/14/17
Lions Holdings, Inc., (BPA), Series B Warrants to Purchase Common Stock
 
7/14/17
Nanosys, Inc., Warrants to Purchase Preferred Stock
 
3/29/16
Shop Holding, LLC (Connexity), Class A Units
 
6/2/11
SnapLogic, Inc., Warrants to Purchase Series Preferred Stock
 
3/20/18
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
Tradeshift, Inc., Warrants to Purchase Series D Preferred Stock
 
3/9/17
Utilidata, Inc., Warrants to Purchase Preferred Stock
 
12/22/15
V Telecom Investment S.C.A. (Vivacom), Common Shares
 
11/9/12

56






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 BlackRock TCP Capital Corp. (the “Company,” “we,” “us” or “our”), formerly known as TCP Capital Corp. 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 advisor 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 quarterly 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.

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.


57






Overview

The Company is a Delaware corporation formed on April 2, 2012 and is an externally managed, closed-end, non-diversified management investment company. The Company was formed through the conversion of a pre-existing closed-end investment company. The Company elected to be regulated 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. Certain investment operations are conducted through the Company’s wholly-owned subsidiaries, Special Value Continuation Partners LLC, a Delaware limited liability company (“SVCP”), TCPC Funding I, LLC (“TCPC Funding”) and TCPC SBIC, LP (the “SBIC”). SVCP was organized as a limited partnership and had elected to be regulated as a BDC under the 1940 Act through July 31, 2018. On August 1, 2018, SVCP withdrew its election to be regulated as a BDC under the 1940 Act and withdrew the registration of its common limited partner interests under Section 12(g) of the Securities Exchange Act of 1934 and, on August 2, 2018, terminated its general partner, Series H of SVOF/MM, LLC, and converted to a Delaware limited liability company. Series H of SVOF/MM, LLC (“SVOF/MM”) serves as the administrator (the “Administrator”) of the Company. The managing member of SVOF/MM is Tennenbaum Capital Partners, LLC (the “Advisor”), which serves as the investment manager to the Company, TCPC Funding and the SBIC. On August 1, 2018, the Advisor merged with and into a wholly-owned subsidiary of BlackRock Capital Investment Advisors, LLC, an indirect wholly-owned subsidiary of BlackRock, Inc. with the Advisor as the surviving entity. 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 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. TCPC Funding and the SBIC have elected to be treated as partnerships for U.S. federal income tax purposes. SVCP was treated as a partnership for U.S. federal income tax purposes through August 1, 2018 and upon its conversion to a limited liability company on August 2, 2018, and thereafter is and will be treated as a disregarded entity.

Our leverage program is comprised of $220.0 million in available debt under a revolving, multi-currency credit facility issued by SVCP (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 Company maturing in 2019 (the “2019 Convertible Notes”), $140.0 million in convertible senior unsecured notes issued by the Company maturing in 2022 (the “2022 Convertible Notes”), $175.0 million in senior unsecured notes issued by the Company maturing in 2022 (the “2022 Notes”) and $150.0 million in committed leverage from the SBA (the “SBA Program” and, together with the SVCP Facility, the TCPC Funding Facility, the 2019 Convertible Notes, the 2022 Convertible Notes and the 2022 Notes, the “Leverage Program”). Prior to being replaced by the SVCP Facility on February 26, 2018, leverage included $116.0 million in available debt under a senior secured revolving credit facility issued by SVCP (the “SVCP 2018 Facility”).

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.

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

58






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, 2019, 87.3% 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 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 Company’s common stockholders indirectly bear all of the costs and expenses of the Company, SVCP, 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;


59






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; provided, however, that, effective as of February 9, 2019, the base management fee is calculated at an annual rate of 1.0% of our total assets (excluding cash and cash equivalents) that exceed an amount equal to 200% of the net asset value of the Company. 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 and net asset value (excluding cash and cash equivalents) at the end of the most recently completed calendar quarter.

Additionally, the investment management agreement provides that the Advisor or its affiliates may be entitled to incentive compensation under certain circumstances. According to the terms of such agreement, no incentive compensation was incurred prior to January 1, 2013. Under the current investment management agreement, dated February 9, 2019, the incentive compensation equals the sum of (1) 20% of all ordinary income since January 1, 2013 through February 8, 2019 and 17.5% thereafter and (2) 20% of all net realized capital gains (net of any net unrealized capital depreciation) since January 1, 2013 through February 8, 2019 and 17.5% thereafter, less ordinary income incentive compensation and capital gains incentive compensation previously paid. However, incentive compensation will only be paid to the extent the cumulative total return of the Company after incentive compensation and including such payment would equal or exceed a 7% annual return on daily weighted-average contributed common equity. The determination of incentive compensation is subject to limitations under the 1940 Act and the Advisers Act.

Through December 31, 2017, the incentive compensation was an equity allocation to SVCP’s general partner under the LPA. Effective as of January 1, 2018, the LPA was amended to remove the incentive compensation distribution provisions therein, and the incentive compensation became payable as a fee to the Advisor pursuant to the then-existing investment management agreements. The amendment had no impact on the amount of the incentive compensation paid or services received by the Company.


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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 original maturities of generally three months or less are 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.


61






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 one or more methodologies, including the market approach, the 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 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.

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, 2019, less than 0.1% of our investments were categorized as Level 1, 10.0% were categorized as Level 2, 89.8% were Level 3 investments valued based on valuations by independent third party sources, and 0.1% were Level 3 investments valued based on valuations by the Advisor.

As of December 31, 2018, 0.1% of our investments were categorized as Level 1, 4.2% were categorized as Level 2, 95.6% were Level 3 investments valued based on valuations by independent third party sources, and 0.1% were Level 3 investments valued based on valuations by the Advisor.


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Determination of fair value involves subjective judgments and estimates. Accordingly, the notes to our consolidated 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

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 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.

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, 2019, we invested approximately $232.2 million, comprised of new investments in 11 new and 7 existing portfolio companies, as well as draws made on existing commitments and PIK received on prior investments. Of these investments, 97.2% were in senior secured debt comprised of senior secured loans ($224.7 million, or 96.8% of total acquisitions) and senior secured notes ($1.0 million, or 0.4% of total acquisitions). The remaining $6.5 million (2.8% of total acquisitions) was comprised primarily of $5.0 million (2.2% of total acquisitions) in unsecured notes and $1.5 million (0.6% of total acquisitions) primarily comprised of $1.4 million in equity interests in a portfolio of debt assets and $0.1 million in equity positions received in connection with debt investments. Additionally, we received approximately $117.1 million in proceeds from sales or repayments of investments during the three months ended June 30, 2019.

During the three months ended June 30, 2018, we invested approximately $124.8 million, comprised of
new investments in 6 new and 4 existing portfolio companies, as well as draws made on existing commitments
and PIK received on prior investments. Of these investments, 88.9% were in senior secured debt comprised of senior
secured loans ($110.0 million, or 88.1% of total acquisitions) and senior secured notes ($0.9 million, or 0.8% of total
acquisitions). The remaining $13.9 million (11.1% of total acquisitions) were comprised primarily of $11.9 million
in equity interests in a portfolio of debt assets, as well as $1.9 million in one warrant position and one common stock
position received in connection with debt investments. Additionally, we received approximately $113.3 million in
proceeds from sales or repayments of investments during the three months ended June 30, 2018.

During the six months ended June 30, 2019, we invested approximately $382.3 million, comprised of new investments in 15 new and 14 existing portfolio companies, as well as draws made on existing commitments and PIK received on prior investments. Of these investments, 96.7% were in senior secured debt comprised of senior secured loans ($367.6 million, or 96.1% of total acquisitions) and senior secured notes ($2.2 million, or 0.6% of

63






total acquisitions). The remaining $12.5 million (3.3% of total acquisitions) was comprised primarily of $5.0 million (1.3% of total acquisitions) in unsecured notes and $7.5 million (2.0% of total acquisitions) primarily comprised of $4.5 million in equity interests in two portfolios of debt assets and $2.6 million in equity positions received in connection with debt investments. Additionally, we received approximately $263.5 million in proceeds from sales or repayments of investments during the six months ended June 30, 2019.
        
During the six months ended June 30, 2018, we invested approximately $293.9 million, comprised of new
investments in twelve new and ten 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
secured loans ($236.8 million, or 80.6% of total acquisitions) and senior secured notes ($38.9 million, or 13.3% of
total acquisitions). The remaining $18.2 million (6.2% of total acquisitions) were comprised primarily of $16.3
million in equity interests in a portfolio of debt assets, as well as $1.9 million in one warrant position and one
common stock position received in connection with debt investments. Additionally, we received approximately
$184.2 million in proceeds from sales or repayments of investments during the six months ended June 30, 2018.
At June 30, 2019, our investment portfolio of $1,689.2 million (at fair value) consisted of 104 portfolio companies and was invested 95.3% in debt investments, primarily in senior secured debt. In aggregate, our investment portfolio was invested 87.6% in senior secured loans, 4.7% in senior secured notes, 3.0% in junior notes and 4.7% in equity investments. Our average portfolio company investment at fair value was approximately $16.2 million. Our largest portfolio company investment by value was approximately 3.2% of our portfolio and our five largest portfolio company investments by value comprised approximately 14.9% of our portfolio at June 30, 2019.
    
At December 31, 2018, our investment portfolio of $1,597.3 million (at fair value) consisted of 95 portfolio companies and was invested 94.9% in debt investments, primarily in senior secured debt. In aggregate, our investment portfolio was invested 87.3% in senior secured loans, 4.9% in senior secured notes, 2.7% in junior notes and 5.1% in equity investments. Our average portfolio company investment at fair value was approximately $16.8 million. Our largest portfolio company investment by value was approximately 3.3% of our portfolio and our five largest portfolio company investments by value comprised approximately 15.5% of our portfolio at December 31, 2018.

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The industry composition of our portfolio at fair value at June 30, 2019 was as follows:
Industry
 
Percent of Total
Investments
Diversified Software
 
25.1
%
Data Processing and Hosting Services
 
9.5
%
Financial Investment Activities
 
6.7
%
Insurance
 
5.5
%
Lessors of Nonfinancial Licenses
 
5.3
%
Advertising, Public Relations and Marketing
 
3.6
%
Credit (Nondepository)
 
3.3
%
Business Support Services
 
3.2
%
Equipment Leasing
 
3.0
%
Air Transportation
 
2.8
%
Educational Support Services
 
2.6
%
Health Care
 
2.3
%
Management, Scientific, and Technical Consulting Services
 
2.2
%
Other Information Services
 
2.2
%
Computer Systems Design and Related Services
 
2.0
%
Building Equipment Contractors
 
1.9
%
Wholesalers
 
1.6
%
Other Real Estate Activities
 
1.5
%
Other Telecommunications
 
1.4
%
Radio and Television Broadcasting
 
1.4
%
Ground Transportation
 
1.3
%
Credit Related Activities
 
1.2
%
Electronic Component Manufacturing
 
1.2
%
Retail
 
1.2
%
Publishing
 
1.1
%
Other Manufacturing
 
1.0
%
Wired Telecommunications Carriers
 
1.0
%
Other
 
4.9
%
Total
 
100.0
%

The weighted average effective yield of our debt portfolio was 11.0% at June 30, 2019 and 11.4% at December 31, 2018. The weighted average effective yield of our total portfolio was 10.5% at June 30, 2019 and 10.9% at December 31, 2018. At June 30, 2019, 91.2% of debt investments in our portfolio bore interest based on floating rates, such as LIBOR, EURIBOR, the Federal Funds Rate or the Prime Rate, and 8.8% bore interest at fixed rates. The percentage of floating rate debt investments in our portfolio that were subject to an interest rate floor was 62.3% at June 30, 2019. At December 31, 2018, 92.7% of debt investments in our portfolio bore interest based on floating rates, such as LIBOR, EURIBOR, the Federal Funds Rate or the Prime Rate, and 7.3% bore interest at fixed rates. The percentage of floating rate debt investments in our portfolio that were subject to an interest rate floor was 65.1% at December 31, 2018.

Results of operations

Investment income

Investment income totaled $48.2 million and $48.4 million, respectively, for the three months ended June 30, 2019 and 2018, of which $47.6 million and $48.3 million were attributable to interest and fees on our debt

65






investments, $0.4 million and $0.0 million to dividend income, $0.1 million and $0.1 million to lease income and $0.1 million and $0.0 million to other income, respectively. Included in interest and fees on our debt investments were $3.2 million and $2.6 million of non-recurring income related to prepayments for the three months ended June 30, 2019 and 2018, respectively. The decrease in investment income in the three months ended June 30, 2019 compared to the three months ended June 30, 2018 reflects the impact of placing our loans to Fidelis Acquisitions, LLC except the Term Loan A on non-accrual and a reduced effective yield during the period, partially offset by the effect of net deployments and the increase in dividend and prepayment income compared to the three months ended June 30, 2018.

Investment income totaled $95.7 million and $92.6 million, respectively, for the six months ended June 30, 2019 and 2018, of which $94.6 million and $92.1 million were attributable to interest and fees on our debt investments, $0.8 million and $0.1 million to dividend income, $0.2 million and $0.2 million to lease income and $0.1 million and $0.3 million to other income, respectively. Included in interest and fees on our debt investments were $5.8 million and $4.3 million of non-recurring income related to prepayments for the six months ended June 30, 2019 and 2018, respectively. The increase in investment income in the six months ended June 30, 2019 compared to the six months ended June 30, 2018 reflects an increase in interest income due to the larger portfolio size during the six months ended June 30, 2019 as well as an increase in prepayment income and dividend income compared to the six months ended June 30, 2018.

Expenses

Total operating expenses for the three months ended June 30, 2019 and 2018 were $24.4 million and $24.5 million, respectively, comprised of $11.2 million and $10.1 million in interest expense and related fees, $6.1 million and $6.2 million in base management and advisory fees, $4.8 million and $6.0 million in incentive fee expense, $0.6 million and $0.6 million in administrative expenses, $0.4 million and $0.6 million in legal and professional fees, and $1.3 million and $1.0 million in other expenses, respectively. The decrease in expenses in the three months ended June 30, 2019 compared to the three months ended June 30, 2018 primarily reflects the lower incentive fees partially offset by the higher interest expense and other costs related to the increase in outstanding debt.

Total operating expenses for the six months ended June 30, 2019 and 2018 were $48.6 million and $47.1 million, respectively, comprised of $21.8 million and $19.7 million in interest expense and related fees, $12.1 million and $11.9 million in base management and advisory fees, $10.2 million and $11.4 million in incentive fee expense, $1.2 million and $1.2 million in administrative expenses, $0.9 million and $1.0 million in legal and professional fees, and $2.4 million and $2.0 million in other expenses, respectively. The increase in expenses in the six months ended June 30, 2019 compared to the six months ended June 30, 2018 primarily reflects the higher interest expense and other costs related to the increase in outstanding debt, partially offset by the lower incentive fees.

Net investment income

Net investment income was $23.8 million and $24.0 million, respectively, for the three months ended June 30, 2019 and 2018. The decrease in net investment income in the three months ended June 30, 2019 compared to the three months ended June 30, 2018 primarily reflects the decrease in total investment income, partially offset by the decrease in expenses in the three months ended June 30, 2019.

Net investment income was $47.1 million and $45.5 million, respectively, for the six months ended June 30, 2019 and 2018. The increase in net investment income in the six months ended June 30, 2019 compared to the six months ended June 30, 2018 primarily reflects the increase in total investment income, partially offset by the increase in expenses in the six months ended June 30, 2019.

Net realized and unrealized gain or loss

Net realized gain (loss) for the three months ended June 30, 2019 and 2018 was $(0.0) million and $0.7 million, respectively.

66







Net realized gain (loss) for the six months ended June 30, 2019 and 2018 was $(0.3) million and $0.1 million, respectively.
For the three months ended June 30, 2019 and 2018, the changes in net unrealized appreciation/depreciation were a decrease of $34.6 million and $20.5 million, respectively. The change in net unrealized appreciation/depreciation for the three months ended June 30, 2019 was comprised primarily of unrealized losses of $28.6 million on our investment in Fidelis and $3.2 million on our investment in Green Biologics. The change in net unrealized appreciation/depreciation for the three months ended June 30, 2018 was comprised primarily of unrealized losses in four investments, including $7.3 million on our investment in Kawa, $4.5 million on our investment in Real Mex, $3.3 million on our investment in AGY Holdings, and $3.0 million on our investment in Green Biologics.
For the six months ended June 30, 2019 and 2018, the change in net unrealized appreciation/depreciation was a decrease of $33.8 million and $14.3 million, respectively. The change in net unrealized appreciation/depreciation for the six months ended June 30, 2019 was comprised primarily of unrealized losses in two investments, including $28.6 million on our investment in Fidelis and $5.7 million on our investment in Green Biologics. The change in net unrealized appreciation/depreciation for the six months ended June 30, 2018 was comprised primarily of unrealized losses in four investments, including $7.4 million on our investment in Kawa, $5.8 million on our investment in Real Mex, $4.1 million on our investment in AGY Holdings, and $2.7 million on our investment in Green Biologics, offset by unrealized gains of $2.7 million on our investment in NEG Parent (CORE Entertainment) and $2.1 million on our investment in STG-Fairway Acquisitions, as well as various market gains resulting from generally tighter spreads.

Income tax expense, including excise tax

The 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 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.

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 excise tax expense recorded for the six months ended June 30, 2019 and 2018.

Incentive compensation

Beginning January 1, 2018, incentive compensation is paid to the Advisor as a fee and included in operating expenses in the Statement of Operations rather than as an allocation and distribution to SVCP's general partner within the Statement of Operations. Incentive compensation included in operating expenses for the three months ended June 30, 2019 and 2018 was $4.8 million and $6.0 million, respectively. Incentive compensation for the three months ended June 30, 2019 and 2018 was paid due to our performance exceeding the total return threshold.

Incentive compensation included in operating expenses for the six months ended June 30, 2019 and 2018 was $10.2 million and $11.4 million, respectively. Incentive compensation for the six months ended June 30, 2019 and 2018 was paid due to our performance exceeding the total return threshold.

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


67






The net increase (decrease) in net assets applicable to common shareholders resulting from operations was $(10.8) million and $4.1 million for the three months ended June 30, 2019 and 2018, respectively. The lower net increase in net assets applicable to common shareholders resulting from operations during the three months ended June 30, 2019 was primarily due to the higher net unrealized losses during the three months ended June 30, 2019 compared to the three months ended June 30, 2018.

The net increase in net assets applicable to common shareholders resulting from operations was $13.3 million and $31.3 million for the six months ended June 30, 2019 and 2018, respectively. The lower net increase in net assets applicable to common shareholders resulting from operations during the six months ended June 30, 2019 was primarily due to the higher net unrealized losses during the six months ended June 30, 2019 compared to the six months ended June 30, 2018.

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 Special Value Continuation Fund, LLC (the predecessor entity) which were subsequently converted to common stock of the 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 connection with the Company’s dividend reinvestment plan for the six months ended June 30, 2019 and 2018:
 
2019
 
2018
Shares Issued
393

 
374

Average Price Per Share
$
14.20

 
$
14.29

Proceeds
$
5,581

 
$
5,343


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 August 6, 2019, to be in effect through the earlier of two trading days after our third quarter 2019 earnings release, unless further extended or terminated by our board of directors, 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, 2019 and 2018:

 
2019
 
2018
Shares Repurchased
9,000

 
34,616

Price Per Share *
$
13.96

 
$
14.40

Total Cost
$
125,679

 
$
498,639

______________
*
Weighted-average price per share

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Total leverage outstanding and available under the combined Leverage Program at June 30, 2019 were as follows:
 
Maturity
 
Rate
 
Carrying Value*
 
Available
 
Total
Capacity
 
SVCP Facility
2023
 
L+2.00%
 
$
136,000,000

 
$
84,000,000

 
$
220,000,000

 
2019 Convertible Notes ($108 million par)
2019
 
5.25%
 
107,757,138

 

 
107,757,138

 
2022 Convertible Notes ($140 million par)
2022
 
4.625%
 
138,278,427

 

 
138,278,427

 
2022 Notes ($175 million par)
2022
 
4.125%
 
174,587,137

 

 
174,587,137

 
TCPC Funding Facility
2023
 
L+2.00%
 
239,000,000

 
111,000,000

 
350,000,000

 
SBA Debentures
 2024−2028
 
2.77%
§ 
118,000,000

 
32,000,000

 
150,000,000

 
Total leverage
 
 
 
 
913,622,702

 
$
227,000,000

 
$
1,140,622,702

 
Unamortized issuance costs
 
 
 
 
(6,232,536
)
 
 
 
 
 
Debt, net of unamortized issuance costs
 
 
 
 
$
907,390,166

 
 
 
 
 
______________
*
Except for the convertible notes and 2022 Notes, all carrying values are the same as the principal amounts outstanding.
Increased to $270,000,000 effective August 6, 2019
Subject to certain funding requirements
§
Weighted-average interest rate on pooled loans, excluding fees of 0.36% or 0.35%. As of June 30, 2019, $15.0 million and $5.0 million of the outstanding amount was not yet pooled, and bore interest at a temporary rate of 2.72% and 2.69%, respectively, plus fees of 0.35% through September 25, 2019, the date of the next SBA pooling.
 
Under Section 61(a) of the 1940 Act, prior to March 23, 2018, a BDC was generally not permitted to issue senior securities unless after giving effect thereto the BDC met a coverage ratio of total assets, less liabilities and indebtedness not represented by senior securities, to total senior securities, which includes all borrowings of the BDC, of at least 200%. On March 23, 2018, the Small Business Credit Availability Act (“SBCAA”) was signed into law, which among other things, amended Section 61(a) of the 1940 Act to add a new Section 61(a)(2) that reduces the asset coverage requirement applicable to BDCs from 200% to 150% so long as the BDC meets certain disclosure requirements and obtains certain approvals. The reduced asset coverage requirement would permit a BDC to have a ratio of total consolidated assets to outstanding indebtedness of 2:1 as compared to a maximum of 1:1 under the 200% asset coverage requirement.

Effective November 7, 2018, the Company’s board of directors, including a “required majority” (as such term is defined in Section 57(o) of the 1940 Act) of our board of directors, approved the application of the modified asset coverage requirements set forth in Section 61(a)(2) of the 1940 Act, as amended by the SBCAA (the “Asset Coverage Ratio Election”), which would have resulted (had the Company not received earlier stockholder approval) in our asset coverage requirement applicable to senior securities being reduced from 200% to 150%, effective on November 7, 2019. On February 8, 2019, the stockholders of the Company approved the Asset Coverage Ratio Election, and, as a result, effective on February 9, 2019, our asset coverage requirement applicable to senior securities was reduced from 200% to 150%. As of June 30, 2019, the Company’s asset coverage ratio was 200%.

On July 13, 2015, we obtained exemptive relief from the SEC to permit us to exclude debt outstanding under the SBA Program from our asset coverage test under the 1940 Act. The exemptive relief provides us with increased flexibility under the 150% 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.

Net cash used in operating activities during the six months ended June 30, 2019 was $62.3 million. Our primary use of cash in operating activities during this period consisted of settlement of acquisitions of investments (net of dispositions) of $111.6 million, offset by net investment income (net of non-cash income and expenses) of approximately $49.3 million.


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Net cash provided by financing activities was $56.2 million during the six months ended June 30, 2019, consisting primarily of $101.0 million of net borrowings of debt, reduced by $42.3 million in regular dividends paid on common equity, $2.4 payment of debt issuance costs and $0.1 million in repurchases of common shares.

At June 30, 2019, we had $21.9 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 150% 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, 2019, 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 2019 Convertible Notes, SVCP Facility, the 2022 Convertible Notes, the TCPC Funding Facility and the 2022 Notes mature in December 2019, February 2022, March 2022, May 2022 and August 2022, 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.

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 total 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

70






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, 2019 and 2018:
Date Declared
 
Record Date
 
Payment Date
 
Type
 
Amount
Per Share
 
Total Amount
February 28, 2019
 
March 15, 2019
 
March 29, 2019
 
Regular
 
$
0.36

 
$
21,155,619

May 8, 2019
 
June 14, 2019
 
June 28, 2019
 
Regular
 
0.36

 
21,155,688

 
 
 
 
 
 
 
 
$
0.72

 
$
42,311,307


Date Declared
 
Record Date
 
Payment Date
 
Type
 
Amount Per Share
 
Total Amount
February 27, 2018
 
March 16, 2018
 
March 30, 2018
 
Regular
 
$
0.36

 
$
21,184,004

May 9, 2018
 
June 15, 2018
 
June 29, 2018
 
Regular
 
0.36

 
21,174,966

 
 
 
 
 
 
 
 
$
0.72

 
$
42,358,970


The following table summarizes the total shares issued in connection with our dividend reinvestment plan for the six months ended June 30, 2019 and 2018:
 
2019
 
2018
Shares Issued
393

 
374

Average Price Per Share
$
14.20

 
$
14.29

Proceeds
$
5,581

 
$
5,343

 
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.

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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.

Related Parties

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

Each of the 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. The Administrator is an affiliate of the Advisor and certain other series and classes of SVOF/MM, LLC serve as the general partner or managing member of certain other funds managed by the Advisor.

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.”

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

72






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, 2019 through August 7, 2019, the Company has invested approximately $124.7 million primarily in four senior secured loans with a combined effective yield of approximately 9.7%, excluding origination income.

On August 6, 2019, 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 2019 earnings release or such time as the approved $50.0 million repurchase amount has been fully utilized, subject to certain conditions.
        
On August 8, 2019, the Company’s board of directors declared a third quarter regular dividend of $0.36 per share payable on September 30, 2019 to stockholders of record as of the close of business on September 16, 2019.

Effective August 6, 2019, the Company expanded the total capacity of its SVCP Facility by $50.0 million to $270.0 million.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are subject to financial market risks, including changes in interest rates. At June 30, 2019, 91.2% of debt investments in our portfolio 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, 2019, the percentage of floating rate debt investments in our portfolio that were subject to an interest rate floor was 62.3%. 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, 2019 balance sheet, the following table shows the annual impact on net investment income (excluding the related incentive compensation impact) of base rate changes in interest rates (considering interest rate floors for variable rate instruments and the fact that our assets and liabilities may not have the same base rate period as assumed in this table) assuming no changes in our investment and borrowing structure:

73






Basis Point Change
 
Interest income
 
Interest Expense
 
Net Investment Income
Up 300 basis points
 
$
44,672,370

 
$
(11,250,000
)
 
$
33,422,370

Up 200 basis points
 
29,781,580

 
(7,500,000
)
 
22,281,580

Up 100 basis points
 
14,890,790

 
(3,750,000
)
 
11,140,790

Down 100 basis points
 
(14,611,625
)
 
3,750,000

 
(10,861,625
)
Down 200 basis points
 
(23,613,558
)
 
7,500,000

 
(16,113,558
)
Down 300 basis points
 
(25,638,535
)
 
8,699,550

 
(16,938,985
)


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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, 2019, 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 28, 2019.

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
 
3.2
 
3.3
 
31.1
 
31.2
 
32.1
 
______________
* 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 99.2 to the Registrant’s Form 8-K, filed on August 2, 2018
(3)
Incorporated by reference to Exhibit 99.3 to the Registrant’s Form 8-K, filed on August 2, 2018



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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.

BlackRock TCP Capital Corp.
Date: August 8, 2019
 
 
 
By:
/s/ Howard M. Levkowitz
 
Name:
Howard M. Levkowitz
 
Title:
Chief Executive Officer
Date: August 8, 2019
 
 
 
By:
/s/ Paul L. Davis
 
Name:
Paul L. Davis
 
Title:
Chief Financial Officer





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