BlackRock TCP Capital Corp. - Quarter Report: 2019 September (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 September 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 28^th Street, Suite 1000
Santa Monica, California	90405
(Address of Principal Executive Offices)	(Zip Code)

(310) 566-1000

(Registrant’s telephone number, including area code)

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 November 5, 2019 was 58,766,215.

BLACKROCK TCP CAPITAL CORP.

FORM 10-Q

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2019

TABLE OF CONTENTS



Part I.	Financial Information

Item 1.	Financial Statements
	Consolidated Statements of Assets and Liabilities as of September 30, 2019 (unaudited) and December 31, 2018	2
	Consolidated Schedule of Investments as of September 30, 2019 (unaudited) and December 31, 2018	3
	Consolidated Statements of Operations for the three and nine months ended September 30, 2019 (unaudited) and September 30, 2018 (unaudited)	22
	Consolidated Statements of Changes in Net Assets for the nine months ended September 30, 2019 (unaudited) and September 30, 2018 (unaudited)	23
	Consolidated Statements of Cash Flows for the nine months ended September 30, 2019 (unaudited) and September 30, 2018 (unaudited)	24
	Notes to Consolidated Financial Statements (unaudited)	25
	Consolidated Schedule of Changes in Investments in Affiliates for the nine months ended September 30, 2019 (unaudited) and year ended December 31, 2018	51
	Consolidated Schedule of Restricted Securities of Unaffiliated Issuers as of September 30, 2019 (unaudited) and December 31, 2018	55

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	57

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	74

Item 4.	Controls and Procedures	75

Part II.	Other Information

Item 1.	Legal Proceedings	76

Item 1A.	Risk Factors	76

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	76

Item 3.	Defaults upon Senior Securities	76

Item 4.	Mine Safety Disclosures	76

Item 5.	Other Information	76

Item 6.	Exhibits	76

BlackRock TCP Capital Corp.

Consolidated Statements of Assets and Liabilities



	September 30, 2019			December 31, 2018
	(unaudited)
Assets
Investments, at fair value:
Companies less than 5% owned (cost of $1,557,184,865 and $1,460,936,257, respectively)	$	1,519,866,072		$	1,463,800,744
Companies 5% to 25% owned (cost of $88,523,218 and $78,353,253, respectively)	71,180,241			63,193,357
Companies more than 25% owned (cost of $128,059,216 and $110,258,458, respectively)	90,228,801			70,291,689
Total investments (cost of $1,773,767,299 and $1,649,547,968, respectively)	1,681,275,114			1,597,285,790

Cash and cash equivalents	80,069,184			27,920,402
Accrued interest income:
Companies less than 5% owned	19,004,733			20,898,838
Companies 5% to 25% owned	652,121			678,057
Companies more than 25% owned	260,540			124,009
Receivable for investments sold	7,433,969			—
Deferred debt issuance costs	6,070,455			4,843,985
Prepaid expenses and other assets	5,952,549			7,784,608
Total assets	1,800,718,665			1,659,535,689

Liabilities
Debt, net of unamortized issuance costs of $7,566,146 and $6,805,196, respectively	985,042,515			805,202,192
Interest payable	6,621,542			8,747,872
Incentive compensation payable	5,369,678			5,840,346
Payable for investments purchased	1,859,746			908,759
Payable to the Advisor	759,032			1,226,372
Management and advisory fees payable	—			5,247,344
Accrued expenses and other liabilities	2,439,688			1,888,077
Total liabilities	1,002,092,201			829,060,962

Commitments and contingencies (Note 5)

Net assets	$	798,626,464		$	830,474,727

Composition of net assets
Common stock, $0.001 par value; 200,000,000 shares authorized, 58,766,215 and 58,774,607 shares issued and outstanding as of September 30, 2019 and December 31, 2018, respectively	$	58,766		$	58,775
Paid-in capital in excess of par	999,956,007			1,000,073,183
Distributable earnings (loss)	(201,388,309		)	(169,657,231		)
Net assets	$	798,626,464		$	830,474,727

Net assets per share	$	13.59		$	14.13

See accompanying notes to the consolidated financial statements.

BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Unaudited)

September 30, 2019



Issuer	Instrument	Ref	Floor		Spread		Total Coupon		Maturity	Principal		Cost			Fair Value			% of Total Cash and Investments		Notes
Debt Investments (A)
Aerospace and Defense
Unanet, Inc.	First Lien Delayed Draw Term Loan	LIBOR(M)	—		6.25	%	8.31	%	5/31/2021	$	—	$	(63,621	)	$	(70,408	)	—		K/N
Unanet, Inc.	First Lien Term Loan	LIBOR(M)	—		6.25	%	8.31	%	5/31/2024	$	19,897,959	19,706,916			19,714,898			1.12	%	N
Unanet, Inc.	Sr Secured Revolver	LIBOR(M)	—		6.25	%	8.31	%	5/31/2024	$	—	(22,852		)	(22,531		)	—		K/N
												19,620,443			19,621,959			1.12	%
Airlines
Mesa Air Group, Inc.	Junior Loan Agreement (N902FJ)	LIBOR(Q)	—		7.50	%	9.75	%	2/1/2022	$	860,288	855,052			860,288			0.05	%	N
Mesa Air Group, Inc.	Junior Loan Agreement (N903FJ)	LIBOR(Q)	—		7.50	%	9.75	%	2/1/2022	$	1,017,247	1,011,056			1,017,247			0.06	%	N
Mesa Air Group, Inc.	Junior Loan Agreement (N904FJ)	LIBOR(Q)	—		7.50	%	9.75	%	2/1/2022	$	1,154,708	1,147,680			1,154,708			0.07	%	N
Mesa Air Group, Inc.	Junior Loan Agreement (N905FJ)	LIBOR(Q)	—		7.50	%	9.75	%	2/1/2022	$	822,930	817,921			822,930			0.05	%	N
Mesa Air Group, Inc.	Junior Loan Agreement (N906FJ)	LIBOR(Q)	—		7.50	%	9.75	%	5/1/2022	$	870,153	864,490			870,153			0.05	%	N
Mesa Air Group, Inc.	Junior Loan Agreement (N907FJ)	LIBOR(Q)	—		7.50	%	9.75	%	5/1/2022	$	910,080	904,157			910,080			0.05	%	N
Mesa Air Group, Inc.	Junior Loan Agreement (N908FJ)	LIBOR(Q)	—		7.50	%	9.75	%	5/1/2022	$	1,369,758	1,360,844			1,369,758			0.08	%	N
Mesa Air Group, Inc.	Junior Loan Agreement (N909FJ)	LIBOR(Q)	—		7.50	%	9.75	%	8/1/2022	$	608,282	604,235			608,282			0.03	%	N
Mesa Air Group, Inc.	Junior Loan Agreement (N910FJ)	LIBOR(Q)	—		7.50	%	9.75	%	8/1/2022	$	578,787	574,936			578,787			0.03	%	N
Mesa Airlines, Inc.	Aircraft Acquisition Incremental Loan	LIBOR(M)	—		5.25	%	7.31	%	9/27/2023	$	2,832,129	2,796,842			2,796,727			0.16	%	N
Mesa Airlines, Inc.	Aircraft Acquisition Loan	LIBOR(M)	—		5.25	%	7.31	%	6/5/2023	$	23,232,306	22,958,409			23,106,851			1.31	%	N
												33,895,622			34,095,811			1.94	%
Automobiles
Autoalert, LLC	First Lien Incremental Term Loan	LIBOR(Q)	0.25	%	5.75% Cash+3.00% PIK		11.13	%	12/31/2020	$	38,768,193	38,626,986			39,155,875			2.22	%	N
Autoalert, LLC	First Lien Term Loan	LIBOR(Q)	0.25	%	5.75% Cash+3.00% PIK		11.13	%	12/31/2020	$	15,342,483	15,213,583			15,495,908			0.88	%	N
DealerFX, Inc.	First Lien Term Loan	LIBOR(Q)	—		6.25% Cash +2.00% PIK		10.38	%	2/1/2023	$	16,140,777	15,911,307			16,463,593			0.93	%	N
												69,751,876			71,115,376			4.03	%
Building Products
Dodge Data & Analytics, LLC	First Lien Delayed Draw Term Loan	LIBOR(Q)	1.00	%	7.00	%	9.13	%	5/1/2020	$	886,647	885,875			886,647			0.05	%	N
Dodge Data & Analytics, LLC	First Lien Term Loan	LIBOR(Q)	1.00	%	7.00	%	9.13	%	5/1/2020	$	35,866,162	35,833,369			35,866,162			2.04	%	N
												36,719,244			36,752,809			2.09	%
Capital Markets
HighTower Holding, LLC	Second Lien Term Loan	LIBOR(M)	1.00	%	8.25	%	10.29	%	1/31/2026	$	15,080,645	14,726,024			15,008,258			0.85	%	N
HighTower Holding, LLC	Second Lien Delayed Draw Term Loan	LIBOR(M)	1.00	%	8.25	%	10.29	%	1/31/2026	$	6,169,355	6,057,341			6,139,742			0.35	%	N
												20,783,365			21,148,000			1.20	%
Chemicals
AGY Holding Corp.	Second Lien Notes	Fixed	—		11.00	%	11.00	%	11/15/2020	$	10,315,515	8,778,822			7,314,732			0.42	%	B/C/E/N
AGY Holding Corp.	Delayed Draw Term Loan	Fixed	—		12.00	%	12.00	%	5/18/2020	$	1,080,971	1,080,971			1,080,971			0.06	%	B/N
AGY Holding Corp.	Sr Secured Term Loan	Fixed	—		12.00	%	12.00	%	5/18/2020	$	5,017,287	5,017,287			5,017,287			0.28	%	B/N
												14,877,080			13,412,990			0.76	%
Commercial Services and Supplies
Team Software, Inc.	First Lien Revolver	LIBOR(Q)	—		5.50	%	7.63	%	9/17/2023	$	1,053,363	1,011,041			1,015,091			0.06	%	N
Team Software, Inc.	First Lien Term Loan	LIBOR(Q)	—		5.50	%	7.63	%	9/17/2023	$	13,167,038	13,003,864			13,023,517			0.74	%	N
												14,014,905			14,038,608			0.80	%

BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Unaudited) (Continued)

September 30, 2019



Issuer	Instrument	Ref	Floor		Spread		Total Coupon		Maturity	Principal		Cost			Fair Value			% of Total Cash and Investments		Notes
Debt Investments (continued)
Communications Equipment
Avanti Communications Jersey Limited	1.5 Lien Delayed Draw Term Loan (2.5% Exit Fee)	Fixed	—		12.50	%	12.50	%	5/24/2021	$	1,181,177	$	1,181,177		$	1,181,177		0.07	%	L/N
Avanti Communications Jersey Limited	1.5 Lien Term Loan (2.5% Exit Fee)	Fixed	—		12.50	%	12.50	%	5/24/2021	$	274,181	229,584			274,181			0.02	%	L/N
Avanti Communications Group, PLC (United Kingdom)	Sr New Money Initial Note	Fixed	—		9.00% PIK		9.00	%	10/1/2022	$	1,592,934	1,591,586			1,068,699			0.06	%	C/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	4,064,219			2,727,021			0.15	%	C/E/G/H/N
												7,066,566			5,251,078			0.30	%
Construction and Engineering
Hylan Datacom & Electrical, LLC	Bridge Term Loan	LIBOR(M)	—		2.75	%	4.80	%	9/10/2019	$	501,058	500,557			501,058			0.03	%	N
Hylan Datacom & Electrical, LLC	First Lien Incremental Term Loan	LIBOR(Q)	1.00	%	9.50	%	11.62	%	7/25/2021	$	2,504,655	2,465,527			2,024,262			0.11	%	N
Hylan Datacom & Electrical, LLC	First Lien Term Loan	LIBOR(Q)	1.00	%	9.50	%	11.62	%	7/25/2021	$	13,855,960	13,773,520			11,198,387			0.64	%	N
												16,739,604			13,723,707			0.78	%
Construction Materials
Brannan Sand and Gravel Company, LLC	First Lien Term Loan	LIBOR(Q)	—		5.25	%	7.38	%	7/3/2023	$	7,053,114	6,973,320			7,019,259			0.40	%	N
Construction Supply Acquisition, LLC	First Lien Term Loan	Prime	—		5.00	%	10.00	%	6/30/2023	$	11,536,549	11,481,423			11,507,708			0.65	%	N
												18,454,743			18,526,967			1.05	%
Consumer Finance
Auto Trakk SPV, LLC	First Lien Delayed Draw Term Loan	LIBOR(M)	0.50	%	6.50	%	8.53	%	12/21/2021	$	23,971,792	23,782,337			23,732,740			1.35	%	N

Diversified Consumer Services
Edmentum, Inc.	Jr Revolving Facility	Fixed	—		5.00	%	5.00	%	6/9/2020	$	4,445,004	4,445,004			4,445,009			0.25	%	B/N
Edmentum, Inc.	First Lien Term Loan B	LIBOR(Q)	—		8.50	%	10.76	%	6/9/2021	$	10,679,470	9,362,455			10,679,470			0.61	%	B/N
Edmentum, Inc.	Second Lien Term Loan	Fixed	—		7.00% PIK		7.00	%	12/8/2021	$	7,639,817	7,639,817			7,639,825			0.43	%	B/N
Edmentum Ultimate Holdings, LLC	Jr PIK Notes	Fixed	—		10.00% PIK		10.00	%	6/9/2020	$	17,170,475	17,055,460			17,170,475			0.97	%	B/N
Edmentum Ultimate Holdings, LLC	Sr PIK Notes	Fixed	—		8.50% PIK		8.50	%	6/9/2020	$	3,597,737	3,597,737			3,597,737			0.20	%	B/N
Spark Networks, Inc.	Sr Secured Revolver	LIBOR(Q)	1.50	%	8.00	%	10.11	%	7/1/2023	$	—	(33,042		)	(35,206		)	—		K/N
Spark Networks, Inc.	First Lien Term Loan	LIBOR(Q)	1.50	%	8.00	%	10.11	%	7/1/2023	$	23,537,761	22,750,362			22,713,940			1.29	%	N
												64,817,793			66,211,250			3.75	%
Diversified Financial Services
36th Street Capital Partners Holdings, LLC	Senior Note	Fixed	—		12.00	%	12.00	%	11/1/2020	$	39,418,169	39,418,169			39,418,169			2.24	%	E/F/N
Aretec Group, Inc. (Cetera)	Second Lien Term Loan	LIBOR(M)	—		8.25	%	10.29	%	10/1/2026	$	27,105,263	26,844,698			26,563,158			1.51	%	G
Credit Suisse AG (Cayman Islands)	Asset-Backed Credit Linked Notes	LIBOR(Q)	—		9.50	%	11.88	%	4/12/2025	$	38,000,000	38,000,000			37,506,000			2.13	%	H/I/N
FreePoint Commodities, LLC	Second Lien Term Loan	LIBOR(M)	1.00	%	8.25	%	10.30	%	6/13/2023	$	15,000,000	14,878,844			14,898,000			0.85	%	N
GC Agile Holdings Limited (Apex) (England)	First Lien Delayed Term Loan B	LIBOR(Q)	1.00	%	7.00	%	9.11	%	6/15/2025	$	19,027,218	18,660,316			18,737,716			1.06	%	H/N
GC Agile Holdings Limited (Apex) (England)	First Lien Term Loan A	LIBOR(Q)	1.00	%	7.00	%	9.11	%	6/15/2025	$	827,052	811,593			812,413			0.05	%	H/N
RSB-160, LLC (Lat20)	First Lien Delayed Draw Term Loan	LIBOR(Q)	1.00	%	6.00	%	8.15	%	7/20/2022	$	3,833,333	3,774,401			3,694,410			0.21	%	N
												142,388,021			141,629,866			8.05	%
Diversified Telecommunication Services
American Broadband Holding Company	First Lien Term Loan	LIBOR(M)	1.25	%	7.25	%	9.29	%	10/25/2022	$	15,570,413	15,309,673			15,870,921			0.90	%	N
ECI Macola/Max Holding, LLC	Second Lien Term Loan	LIBOR(Q)	1.00	%	8.00	%	10.10	%	9/19/2025	$	24,840,563	24,653,628			24,064,296			1.37	%
Securus Technologies, Inc.	Second Lien Term Loan	LIBOR(M)	1.00	%	8.25	%	10.29	%	11/1/2025	$	25,846,154	25,649,466			22,901,502			1.30	%
TPC Intermediate Holdings, LLC	First Lien Delayed Draw Term Loan	LIBOR(Q)	1.00	%	6.00	%	8.10	%	5/15/2023	$	801,618	789,062			798,091			0.05	%	N
TPC Intermediate Holdings, LLC	First Lien Incremental Delayed Draw Term Loan	LIBOR(Q)	1.00	%	6.00	%	8.10	%	5/15/2020	$	262,843	253,078			259,373			0.01	%	N
Telarix, Inc.	First Lien Term Loan	LIBOR(M)	1.00	%	6.00	%	8.05	%	11/19/2023	$	7,462,500	7,363,950			7,395,338			0.42	%	N
Telarix, Inc.	Sr Secured Revolver	LIBOR(M)	1.00	%	6.00	%	8.05	%	11/19/2023	$	89,286	84,832			86,071			—		N
												74,103,689			71,375,592			4.05	%

BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Unaudited) (Continued)

September 30, 2019



Issuer	Instrument	Ref	Floor		Spread		Total Coupon		Maturity	Principal		Cost			Fair Value			% of Total Cash and Investments		Notes
Debt Investments (continued)
Electronic Equipment, Instruments and Components
Soraa, Inc.	Tranche A Term Loan (4.33% Exit Fee)	LIBOR(Q)	0.44	%	9.33	%	11.65	%	12/31/2019	$	1,493,765	$	1,487,756		$	1,476,288		0.08	%	L/N

Electric Utilities
Conergy Asia & ME Pte. Ltd (Singapore)	First Lien Term Loan	Fixed	—		10.00	%	10.00	%	5/26/2020	$	1,773,807	1,773,807			1,608,666			0.09	%	F/H/N
Kawa Solar Holdings Limited (Conergy) (Cayman Islands)	Bank Guarantee Credit Facility	Fixed	—		—		—		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	—		—		—		5/26/2020	$	8,668,850	8,668,850			2,515,700			0.14	%	C/F/H/N
Utilidata, Inc.	First Lien Delayed Draw Term Loan (4.0% Exit Fee)	LIBOR(Q)	—		9.88	%	12.06	%	12/31/2019	$	1,213,398	1,206,939			1,042,916			0.06	%	L/N
												18,228,473			8,456,720			0.48	%
Electrical Equipment
TCFI Amteck Holdings, LLC	First Lien Delayed Draw Term Loan	LIBOR(Q)	—		7.75	%	9.88	%	5/22/2023	$	484,906	477,510			473,365			0.03	%	N
TCFI Amteck Holdings, LLC	First Lien Term Loan	LIBOR(Q)	—		7.75	%	9.88	%	5/22/2023	$	15,837,439	15,592,966			15,460,508			0.88	%	N
												16,070,476			15,933,873			0.91	%
Energy Equipment and Services
GlassPoint Solar, Inc.	First Lien Term Loan (4.0% Exit Fee)	LIBOR(Q)	—		8.50	%	10.69	%	12/31/2020	$	4,167,831	4,143,866			3,967,358			0.23	%	L/N
GlassPoint Solar, Inc.	First Lien Term Loan (5.0% Exit Fee)	LIBOR(Q)	—		11.44	%	13.63	%	12/31/2020	$	2,276,123	2,189,584			2,216,034			0.13	%	L/N
Sphera Solutions, Inc. (Diamondback)	First Lien FILO Term Loan B	LIBOR(Q)	1.00	%	8.02	%	10.14	%	6/14/2021	$	28,382,085	27,885,947			27,845,663			1.58	%	N
												34,219,397			34,029,055			1.94	%
Health Care Technology
CAREATC, Inc.	First Lien Term Loan	LIBOR(Q)	—		7.25	%	9.37	%	3/14/2024	$	8,502,033	8,343,690			8,420,413			0.48	%	N
CAREATC, Inc.	Sr Secured Revolver	LIBOR(Q)	—		7.25	%	9.37	%	3/14/2024	$	—	(10,828		)	(5,830		)	—		K/N
Patient Point Network Solutions, LLC	Sr Secured Revolver	Prime	1.00	%	6.50	%	12.00	%	6/26/2022	$	—	(3,157		)	(308		)	—		K/N
Patient Point Network Solutions, LLC	First Lien Incremental Term Loan	LIBOR(Q)	1.00	%	7.50	%	9.60	%	6/26/2022	$	1,256,705	1,245,148			1,255,825			0.07	%	N
Patient Point Network Solutions, LLC	First Lien Term Loan	LIBOR(Q)	1.00	%	7.50	%	9.60	%	6/26/2022	$	6,520,360	6,471,930			6,515,796			0.37	%	N
Sandata Technologies, LLC	First Lien Term Loan	LIBOR(Q)	—		6.00	%	8.13	%	7/23/2024	$	20,250,000	19,952,308			19,946,250			1.13	%	N
Sandata Technologies, LLC	Sr Secured Revolver	LIBOR(Q)	—		6.00	%	8.13	%	7/23/2024	$	—	(32,484		)	(33,750		)	—		K/N
												35,966,607			36,098,396			2.05	%
Healthcare Equipment and Supplies
Pacific Coast Holdings Investment, LLC (KPC Healthcare)	First Lien Term Loan	LIBOR(M)	1.00	%	7.50	%	9.54	%	2/14/2021	$	29,288,064	29,126,324			29,727,385			1.69	%	N

Hotels, Restaurants and Leisure
Fishbowl, Inc.	First Lien Term Loan	LIBOR(Q)	—		2.80%Cash+10.45%PIK		15.38	%	1/26/2022	$	24,017,652	23,676,243			22,108,249			1.26	%	N
Pegasus Business Intelligence, LP (Onyx Centersource)	First Lien Incremental Term Loan	LIBOR(Q)	1.00	%	6.25	%	8.36	%	12/20/2021	$	5,692,985	5,692,985			5,765,856			0.33	%	N
Pegasus Business Intelligence, LP (Onyx Centersource)	First Lien Term Loan	LIBOR(Q)	1.00	%	6.25	%	8.36	%	12/20/2021	$	13,620,220	13,553,441			13,794,559			0.78	%	N
Pegasus Business Intelligence, LP (Onyx Centersource)	Revolver	LIBOR(Q)	1.00	%	6.25	%	8.36	%	12/20/2021	$	—	(3,030		)	—			—		K/N
VSS-Southern Holdings, LLC (Southern Theatres)	First Lien Term Loan	LIBOR(Q)	1.00	%	6.50% Cash +2.00% PIK		10.60	%	11/3/2020	$	4,876,530	4,848,784			4,876,530			0.28	%	N
VSS-Southern Holdings, LLC (Southern Theatres)	First Lien Incremental Term Loan	LIBOR(Q)	1.00	%	6.50% Cash +2.00% PIK		10.60	%	11/2/2022	$	290,821	288,568			290,821			0.02	%	N
VSS-Southern Holdings, LLC (Southern Theatres)	Sr Secured Revolver	LIBOR(Q)	1.00	%	6.50% Cash +2.00% PIK		10.60	%	11/3/2020	$	856,164	851,949			856,165			0.05	%	N
												48,908,940			47,692,180			2.72	%

BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Unaudited) (Continued)

September 30, 2019



Issuer	Instrument	Ref	Floor		Spread		Total Coupon		Maturity	Principal		Cost			Fair Value			% of Total Cash and Investments		Notes
Debt Investments (continued)
Insurance
2-10 Holdco, Inc.	First Lien Term Loan	LIBOR(M)	—		6.00	%	8.04	%	10/31/2024	$	4,548,958	$	4,469,981		$	4,511,202		0.26	%	N
2-10 Holdco, Inc.	Sr Secured Revolver	LIBOR(M)	—		6.00	%	8.04	%	10/31/2024	$	—	(7,069		)	(3,458		)	—		K/N
Higginbotham Insurance Agency, Inc.	Second Lien Term Loan	LIBOR(M)	1.00	%	7.50	%	9.54	%	12/19/2025	$	28,000,000	27,802,075			27,860,000			1.58	%	N
IAS Investco, Inc.	First Lien Delayed Draw Term Loan A	LIBOR(M)	1.00	%	5.50	%	7.54	%	1/24/2021	$	5,391,429	5,365,242			5,371,480			0.30	%	N
IAS Investco, Inc.	First Lien Delayed Draw Term Loan B	LIBOR(M)	1.00	%	5.50	%	7.54	%	1/24/2021	$	1,714,286	1,706,762			1,707,943			0.10	%	N
IAS Investco, Inc.	First Lien Incremental Term Loan	LIBOR(M)	1.00	%	5.50	%	7.54	%	1/24/2021	$	6,105,219	6,083,209			6,082,629			0.35	%	N
IAS Investco, Inc.	First Lien Term Loan	LIBOR(M)	1.00	%	5.50	%	7.54	%	1/24/2021	$	3,989,884	3,970,462			3,975,121			0.23	%	N
												49,390,662			49,504,917			2.82	%
Internet and Catalog Retail
Live Auctioneers LLC	First Lien Last Out B-2 Term Loan	LIBOR(Q)	—		6.76	%	8.86	%	5/20/2025	$	13,995,438	13,724,497			13,691,737			0.78	%	N

Internet Software and Services
Domo, Inc.	First Lien Delayed Draw Term Loan (7.0% Exit Fee)	LIBOR(M)	—		5.63% Cash+2.50% PIK		10.19	%	10/1/2022	$	51,803,058	51,462,147			50,875,783			2.89	%	L/N
FinancialForce.com, Inc.	First Lien Delayed Draw Term Loan (3.0% Exit Fee)	LIBOR(Q)	—		6.75	%	8.94	%	2/1/2024	$	28,000,000	27,503,795			28,739,200			1.63	%	L/N
InMobi, Inc. (Singapore)	First Lien Term Loan	LIBOR(Q)	1.37	%	8.13	%	10.38	%	9/30/2021	$	34,340,961	34,111,434			33,774,335			1.92	%	H/N
Quartz Holding Company (Quick Base)	Second Lien Term Loan	LIBOR(M)	—		8.00	%	10.07	%	4/2/2027	$	9,903,019	9,708,020			9,952,534			0.57	%	N
												122,785,396			123,341,852			7.01	%
IT Services
Apptio, Inc.	First Lien Term Loan	LIBOR(Q)	1.00	%	7.25	%	9.56	%	1/10/2025	$	11,812,993	11,593,815			11,606,265			0.66	%	N
Apptio, Inc.	Sr Secured Revolver	LIBOR(Q)	1.00	%	7.25	%	9.56	%	1/10/2025	$	—	(13,542		)	(13,462		)	—		K/N
Donuts Inc.	First Lien Revolver	LIBOR(Q)	1.00	%	6.25	%	8.40	%	9/17/2023	$	373,849	348,806			364,125			0.02	%	N
Donuts Inc.	First Lien Term Loan	LIBOR(Q)	1.00	%	6.25	%	8.35	%	9/17/2023	$	10,938,103	10,665,804			10,835,285			0.62	%	N
Fidelis Acquisitionco, LLC	First Lien Term Loan A	LIBOR(Q)	—		4.00% PIK		6.38	%	12/31/2022	$	2,930,939	2,930,939			2,930,939			0.17	%	N
Fidelis Acquisitionco, LLC	First Lien Term Loan B	LIBOR(Q)	—		8.00% PIK		—		12/31/2022	$	25,904,525	25,904,525			13,229,469			0.75	%	C/N
Fidelis Acquisitionco, LLC	First Lien Term Loan C	LIBOR(Q)	—		10.00% PIK		—		12/31/2022	$	27,804,525	27,804,525			—			—		C/N
Web.com Group Inc.	Second Lien Term Loan	LIBOR(M)	—		7.75	%	9.78	%	10/11/2026	$	16,280,678	16,166,395			15,900,769			0.90	%	G/J
Xactly Corporation	First Lien Incremental Term Loan B	LIBOR(M)	1.00	%	7.25	%	9.30	%	7/31/2022	$	4,996,644	4,907,037			4,958,169			0.28	%	N
Xactly Corporation	First Lien Incremental Term Loan	LIBOR(M)	1.00	%	7.25	%	9.30	%	7/31/2022	$	2,726,918	2,689,913			2,705,921			0.15	%	N
Xactly Corporation	First Lien Term Loan	LIBOR(M)	1.00	%	7.25	%	9.30	%	7/31/2022	$	16,397,517	16,197,760			16,271,256			0.92	%	N
Xactly Corporation	Sr Secured Revolver	LIBOR(M)	1.00	%	7.25	%	9.30	%	7/31/2022	$	—	(15,984		)	(10,822		)	—		K/N
												119,179,993			78,777,914			4.47	%
Leisure Products
Blue Star Sports Holdings, Inc.	First Lien Revolver	LIBOR(Q)	1.00	%	5.75	%	8.06	%	6/15/2024	$	111,111	108,433			106,228			0.01	%	N
Blue Star Sports Holdings, Inc.	First Lien Delayed Draw Term Loan	LIBOR(Q)	1.00	%	5.75	%	8.06	%	6/15/2024	$	55,556	54,653			53,928			—		N
Blue Star Sports Holdings, Inc.	First Lien Term Loan	LIBOR(Q)	1.00	%	5.75	%	8.06	%	6/15/2024	$	1,504,611	1,479,471			1,460,526			0.08	%	N
Machine Zone, Inc.	First Lien Term Loan (10.0% Exit Fee)	LIBOR(Q)	—		13.50	%	15.61	%	2/1/2021	$	5,629,910	5,589,253			5,535,891			0.31	%	L/N
												7,231,810			7,156,573			0.40	%
Media
Bisnow, LLC	First Lien Revolver	LIBOR(Q)	—		7.50	%	9.88	%	9/21/2022	$	—	(11,216		)	—			—		K/N
Bisnow, LLC	First Lien Term Loan	LIBOR(Q)	—		7.50	%	9.88	%	9/21/2022	$	10,665,389	10,544,300			10,743,246			0.61	%	N
Khoros, LLC (Lithium)	Sr Secured Revolver	LIBOR(M)	1.00	%	8.00	%	10.04	%	10/3/2022	$	91,046	83,331			85,856			—		N
Khoros, LLC (Lithium)	Sr Secured Revolver	LIBOR(M)	1.00	%	8.00	%	10.04	%	10/3/2022	$	305,627	284,845			288,206			0.02	%	N
Khoros, LLC (Lithium)	First Lien Incremental Term Loan	LIBOR(M)	1.00	%	8.00	%	10.04	%	10/3/2022	$	7,131,905	7,006,802			7,050,602			0.40	%	N
Khoros, LLC (Lithium)	First Lien Term Loan	LIBOR(M)	1.00	%	8.00	%	10.04	%	10/3/2022	$	20,884,731	20,592,603			20,646,645			1.17	%	N
NEP II, Inc.	Second Lien Term Loan	LIBOR(M)	—		7.00	%	9.04	%	10/19/2026	$	23,565,964	23,446,944			23,134,000			1.31	%	G
Quora, Inc.	First Lien Term Loan (4.0% Exit Fee)	Fixed	—		10.10	%	10.10	%	5/1/2022	$	12,692,602	12,518,700			12,761,142			0.72	%	L/N
												74,466,309			74,709,697			4.23	%

BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Unaudited) (Continued)

September 30, 2019



Issuer	Instrument	Ref	Floor		Spread		Total Coupon		Maturity	Principal		Cost			Fair Value			% of Total Cash and Investments		Notes
Debt Investments (continued)
Metal and Mining
Neenah Foundry Company	First Lien Term Loan B	LIBOR(Q)	—		6.50	%	8.65	%	12/13/2022	$	5,012,643	$	4,975,115		$	4,912,390		0.28	%

Oil, Gas and Consumable Fuels
Iracore International, Inc.	First Lien Term Loan	LIBOR(Q)	1.00	%	9.00	%	11.13	%	4/13/2021	$	1,900,733	1,900,733			1,900,733			0.11	%	B/N

Pharmaceuticals
P&L Development, LLC	First Lien Term Loan	LIBOR(M)	2.00	%	7.50	%	9.55	%	6/30/2024	$	10,000,000	9,760,012			9,850,000			0.56	%	G/N

Professional Services
Bond International Software, Inc. (United Kingdom)	First Lien Term Loan	LIBOR(Q)	1.00	%	10.00	%	12.32	%	11/4/2021	$	26,358,696	26,048,909			27,149,457			1.54	%	H/N
CIBT Solutions, Inc.	Second Lien Term Loan	LIBOR(Q)	1.00	%	7.75	%	9.85	%	6/1/2025	$	7,611,914	7,549,787			7,440,646			0.42	%	G/N
Discoverorg, LLC	Second Lien Term Loan	LIBOR(Q)	—		8.50	%	10.60	%	2/1/2027	$	15,000,000	14,793,526			14,950,050			0.85	%	G
Dude Solutions Holdings, Inc.	Sr Secured Revolver	LIBOR(M)	1.00	%	7.00	%	9.04	%	6/14/2025	$	—	(47,432		)	(54,535		)	—		K/N
Dude Solutions Holdings, Inc.	First Lien Term Loan	LIBOR(M)	1.00	%	7.00	%	9.04	%	6/14/2025	$	16,927,201	16,556,244			16,509,100			0.94	%	N
iCIMS, Inc.	Sr Secured Revolver	LIBOR(M)	1.00	%	6.50	%	8.56	%	9/12/2024	$	—	(8,107		)	(9,471		)	—		K/N
iCIMS, Inc.	First Lien Term Loan	LIBOR(M)	1.00	%	6.50	%	8.56	%	9/12/2024	$	9,482,016	9,310,054			9,299,014			0.53	%	N
Institutional Shareholder Services, Inc.	Second Lien Term Loan	LIBOR(Q)	—		8.50	%	10.60	%	3/5/2026	$	5,820,856	5,654,263			5,806,304			0.33	%	N
STG-Fairway Acquisitions, Inc.(First Advantage)	Second Lien Term Loan	LIBOR(M)	1.00	%	9.25	%	11.29	%	6/30/2023	$	31,000,000	30,700,098			31,000,000			1.75	%	N
												110,557,342			112,090,565			6.36	%
Real Estate Management and Development
Daymark Financial Acceptance, LLC	First Lien Delayed Draw Term Loan	LIBOR(M)	—		9.50	%	11.55	%	1/12/2020	$	5,750,000	5,743,893			5,750,000			0.33	%	N
Florida East Coast Industries, LLC	First Lien Term Loan B	LIBOR(M)	—		6.50	%	8.56	%	12/13/2021	$	2,559,542	2,520,456			2,533,946			0.14	%	N
Space Midco, Inc. (Archibus)	First Lien Term Loan	LIBOR(M)	—		6.25	%	8.31	%	12/5/2023	$	4,444,444	4,367,582			4,341,778			0.25	%	N
Space Midco, Inc. (Archibus)	Sr Secured Revolver	LIBOR(M)	—		6.25	%	8.31	%	12/5/2023	$	—	(4,651		)	(6,417		)	—		K/N
												12,627,280			12,619,307			0.72	%
Road and Rail
GlobalTranz Enterprises LLC	Second Lien Term Loan	LIBOR(M)	1.00	%	8.25	%	10.31	%	5/15/2027	$	19,382,324	19,001,176			18,791,164			1.07	%	N

Software
Applause App Quality, Inc.	First Lien Term Loan	LIBOR(Q)	1.00	%	5.00	%	7.26	%	9/20/2022	$	20,772,306	20,500,936			20,980,028			1.18	%	N
Applause App Quality, Inc.	Sr Secured Revolver	LIBOR(Q)	1.00	%	5.00	%	7.26	%	9/20/2022	$	—	(18,007		)	—			—		K/N
Certify, Inc.	First Lien Delayed Draw Term Loan	LIBOR(M)	1.00	%	5.75	%	7.79	%	2/28/2024	$	1,062,877	1,015,585			1,018,236			0.06	%	N
Certify, Inc.	First Lien Term Loan	LIBOR(M)	1.00	%	5.75	%	7.79	%	2/28/2024	$	23,383,293	23,287,798			23,055,926			1.31	%	N
Certify, Inc.	Sr Secured Revolver	LIBOR(M)	1.00	%	5.75	%	7.79	%	2/28/2024	$	—	(15,943		)	(14,880		)	—		K/N
Foursquare Labs, Inc.	First Lien Delayed Draw Term Loan (5.0% Exit Fee)	LIBOR(Q)	—		8.81	%	11.00	%	6/1/2020	$	22,500,000	22,399,712			22,477,500			1.28	%	L/N
JAMF Holdings, Inc.	First Lien Incremental Term Loan	LIBOR(Q)	1.00	%	7.00	%	9.18	%	11/13/2022	$	3,606,829	3,560,654			3,606,829			0.20	%	N
JAMF Holdings, Inc.	First Lien Term Loan	LIBOR(Q)	1.00	%	7.00	%	9.18	%	11/13/2022	$	14,160,797	13,964,665			14,160,797			0.79	%	N
JAMF Holdings, Inc.	Sr Secured Revolver	LIBOR(M)	1.00	%	7.00	%	9.05	%	11/13/2022	$	424,918	409,405			424,918			0.02	%	N
Rhode Holdings, Inc. (Kaseya)	First Lien Delayed Draw Term Loan	LIBOR(Q)	1.00	%	6.50	%	8.69	%	5/3/2025	$	224,009	191,819			185,410			0.01	%	N
Rhode Holdings, Inc. (Kaseya)	First Lien Term Loan	LIBOR(Q)	1.00	%	5.50% Cash+1.00% PIK		8.72	%	5/3/2025	$	14,326,337	14,054,832			14,005,426			0.79	%	N
Rhode Holdings, Inc. (Kaseya)	Sr Secured Revolver	LIBOR(Q)	1.00	%	6.50	%	8.60	%	5/3/2025	$	344,629	322,141			317,610			0.02	%	N
Snow Software AB	First Lien Term Loan	LIBOR(Q)	2.00	%	6.00	%	8.13	%	4/17/2024	$	13,081,645	12,837,189			13,178,449			0.75	%	N
Snow Software AB	Sr Secured Revolver	LIBOR(Q)	2.00	%	6.00	%	8.13	%	4/17/2024	$	—	(79,338		)	—			—		K/N
Tradeshift Holdings, Inc.	First Lien Delayed Draw Term Loan (7.0% Exit Fee)	LIBOR(Q)	—		8.88	%	11.06	%	9/1/2020	$	19,117,528	18,879,506			18,865,483			1.07		L/N
Winshuttle, LLC	First Lien FILO Term Loan	LIBOR(M)	1.00	%	8.42	%	10.47	%	8/9/2024	$	14,043,060	13,671,352			13,786,072			0.78	%	N
												144,982,306			146,047,804			8.26	%

BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Unaudited) (Continued)

September 30, 2019



Issuer	Instrument	Ref	Floor		Spread		Total Coupon		Maturity/Expiration	Principal/Shares		Cost			Fair Value			% of Total Cash and Investments		Notes
Debt Investments (continued)
Specialty Retail
USR Parent, Inc. (Staples)	First Lien FILO Term Loan	LIBOR(Q)	1.00	%	8.84	%	10.98	%	9/12/2022	$	6,689,666	$	6,581,965		$	6,685,651		0.38	%	N

Technology Hardware, Storage and Peripherals
Pulse Secure, LLC	Sr Secured Revolver	LIBOR(Q)	1.00	%	7.00	%	9.26	%	5/1/2022	$	—	(10,454		)	(1,611		)	—		K/N
Pulse Secure, LLC	First Lien Term Loan	LIBOR(Q)	1.00	%	7.00	%	9.26	%	5/1/2022	$	11,203,292	11,113,088			11,189,848			0.64	%	N
TierPoint, LLC	Second Lien Term Loan	LIBOR(M)	1.00	%	7.25	%	9.29	%	5/5/2025	$	2,880,000	2,854,404			2,673,605			0.15	%
												13,957,038			13,861,842			0.79	%
Textiles, Apparel and Luxury Goods
ABG Intermediate Holdings 2, LLC (Authentic Brands)	Second Lien Term Loan	LIBOR(M)	1.00	%	7.75	%	9.79	%	9/29/2025	$	14,711,567	14,615,236			14,737,312			0.84	%
Kenneth Cole Productions, Inc.	First Lien FILO Term Loan	LIBOR(Q)	1.00	%	7.75	%	9.88	%	12/28/2023	$	23,834,399	23,680,780			23,815,331			1.35	%	N
PSEB, LLC (Eddie Bauer)	First Lien FILO II Term Loan	Prime	—		7.25	%	12.25	%	10/12/2023	$	10,793,402	10,539,951			10,505,218			0.60	%	N
PSEB, LLC (Eddie Bauer)	First Lien Term Loan	LIBOR(Q)	1.50	%	8.00	%	10.26	%	10/12/2023	$	40,340,339	39,403,840			39,614,213			2.25	%	N
WH Buyer, LLC (Anne Klein)	First Lien Term Loan	LIBOR(Q)	1.50	%	6.75	%	9.07	%	7/16/2025	$	27,664,640	27,391,092			27,387,993			1.55	%	N
												115,630,899			116,060,067			6.59	%
Thrifts and Mortgage Finance
Greystone Select Holdings, LLC	First Lien Term Loan	LIBOR(Q)	1.00	%	8.00	%	10.15	%	4/17/2024	$	24,889,088	24,727,354			25,635,760			1.45	%	N
Home Partners of America, Inc.	First Lien Delayed Draw Term Loan	LIBOR(M)	1.00	%	6.25	%	8.29	%	10/12/2023	$	—	—			—			—		N
Home Partners of America, Inc.	First Lien Term Loan	LIBOR(M)	1.00	%	6.25	%	8.29	%	10/12/2023	$	2,857,143	2,824,903			2,857,143			0.16	%	N
												27,552,257			28,492,903			1.61	%
Tobacco Related
Juul Labs, Inc.	Frist Lien Term Loan	LIBOR(Q)	1.50%		7.00%		9.27	%	8/2/2023	$	35,000,000	34,657,736			34,156,499			1.93	%	N

Total Debt Investments												1,629,985,787			1,576,702,265			89.51%

Equity Securities
Airlines
Epic Aero, Inc (One Sky)	Common Stock									1,842		855,313			6,157,746			0.35	%	C/N
United N659UA-767, LLC (N659UA)	Trust Beneficial Interests									683		2,255,893			2,408,569			0.14	%	E/F/N
United N661UA-767, LLC (N661UA)	Trust Beneficial Interests									688		2,321,268			2,455,611			0.14	%	E/F/N
												5,432,474			11,021,926			0.63	%
Chemicals
AGY Holding Corp.	Common Stock									1,333,527		—			—			—		B/C/E/N
Green Biologics, Inc. (United Kingdom)	Common Stock									34,761,145		20,528,870			—			—		B/C/E/H/N
KAGY Holding Company, Inc.	Series A Preferred Stock									9,778		1,091,200			—			—		B/C/E/N
												21,620,070			—			—
Communications Equipment
Avanti Communications Group, PLC (United Kingdom)	Common Stock									26,576,710		4,902,674			3,266			—		C/D/H

Diversified Consumer Services
Edmentum Ultimate Holdings, LLC	Class A Common Units									159,515		680,226			294,816			0.02	%	B/C/E/N
Edmentum Ultimate Holdings, LLC	Warrants to Purchase Class A Units								2/23/2028	788,112		1			1,456,595			0.08	%	B/C/E/N
												680,227			1,751,411			0.10	%

BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Unaudited) (Continued)

September 30, 2019



Issuer	Instrument	Expiration	Shares	Cost		Fair Value		% of Total Cash and Investments		Notes
Equity Securities (continued)
Diversified Financial Services
36th Street Capital Partners Holdings, LLC	Membership Units		17,965,666	$	17,965,666	$	24,901,609	1.41	%	E/F/N
Conventional Lending TCP Holdings, LLC	Membership Units		12,136,956	12,136,956		12,501,065		0.70	%	E/F/I/N
GACP I, LP (Great American Capital)	Membership Units		1,772,812	1,772,812		2,386,020		0.14	%	E/I/N
GACP II, LP (Great American Capital)	Membership Units		24,956,659	24,956,659		26,087,967		1.47	%	E/I/N
				56,832,093		65,876,661		3.72	%
Diversified Telecommunication Services
Foursquare Labs, Inc.	Warrants to Purchase Series E Preferred Stock	5/4/2027	1,125,000	185,450		228,150		0.01	%	C/E/N
V Telecom Investment S.C.A. (Vivacom) (Luxembourg)	Common Shares		1,393	3,236,256		92,612		0.01	%	C/D/E/H/N
				3,421,706		320,762		0.02	%
Electric Utilities
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
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
Utilidata, Inc.	Warrants to Purchase Preferred Stock	12/22/2022	719,998	216,336		48,960		—		C/E/N
				10,445,018		48,960		—
Electronic Equipment, Instruments and Components
Soraa, Inc.	Warrants to Purchase Preferred Stock	8/29/2024	3,071,860	478,899		299,172		0.02	%	C/E/N

Energy Equipment and Services
GlassPoint Solar, Inc.	Warrants to Purchase Series C-1 Preferred Stock	2/7/2027	400,000	248,555		107,124		0.01	%	C/E/N
GlassPoint Solar, Inc.	Warrants to Purchase Series D Preferred Stock	2/7/2027	2,048,000	505,450		548,476		0.03	%	C/E/N
				754,005		655,600		0.04	%
Internet Software and Services
Domo, Inc.	Warrants to Purchase Class B Common Stock	6/28/2021	62,247	511,349		289,618		0.02	%	C/E/N
FinancialForce.com, Inc.	Warrants to Purchase Series C Preferred Stock	1/30/2029	840,000	287,985		267,884		0.02	%	C/E/N
InMobi, Inc. (Singapore)	Warrants to Purchase Common Stock	8/15/2027	1,327,869	212,360		178,709		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		379,445		0.02	%	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		341,603		0.02	%	C/E/H/N
Snaplogic, Inc.	Warrants to Purchase Series Preferred Stock	3/19/2028	1,860,000	377,722		4,450,000		0.25	%	C/E/N
				1,759,315		5,907,259		0.34	%
IT Services
Fidelis Topco LP	Warrants to Purchase Series A Preferred Units	7/20/2028	21,888,917	—		—		—		C/E/N
Fidelis Topco LP	Warrants to Purchase Series B Preferred Units	7/20/2028	24,972,917	—		—		—		C/E/N
				—		—		—
Life Sciences Tools and Services
Envigo RMS Holdings Corp.	Common Stock		36,413	—		508,690		0.03		C/E/N

BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Unaudited) (Continued)

September 30, 2019



Issuer	Instrument	Expiration	Shares	Cost		Fair Value		% of Total Cash and Investments		Notes
Equity Securities (continued)
Media
NEG Parent, LLC (Core Entertainment, Inc.)	Class A Units		2,720,392	$	2,772,807	$	6,868,298	0.40	%	B/C/E/N
NEG Parent, LLC (Core Entertainment, Inc.)	Litigation Trust Units		407	—		717,494		0.04	%	B/C/N
NEG Parent, LLC (Core Entertainment, Inc.)	Class A Warrants to Purchase Class A Units	10/17/2026	343,387	196,086		382,169		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		385,961		0.02	%	B/C/E/N
Quora, Inc.	Warrants to Purchase Series D Preferred Stock	4/11/2029	507,704	65,245		64,377		—		C/E/N
Shop Holding, LLC (Connexity)	Class A Units		507,167	480,049		—		—		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
				3,791,301		8,463,442		0.48	%
Oil, Gas and Consumable Fuels
Iracore Investments Holdings, Inc.	Class A Common Stock		16,207	4,177,710		2,228,669		0.13	%	B/C/E/N

Professional Services
Anacomp, Inc.	Class A Common Stock		1,255,527	26,711,048		1,129,974		0.07	%	C/E/F/N
Findly Talent, LLC	Membership Units		708,229	230,938		50,992		—		C/E/N
STG-Fairway Holdings, LLC (First Advantage)	Class A Units		803,961	325,432		3,885,190		0.22	%	C/E/N
				27,267,418		5,066,156		0.29	%
Semiconductors and Semiconductor Equipment
Adesto Technologies Corporation	Warrants to Purchase Common Stock	5/8/2024	436,320	846,724		575,942		0.03	%	C/E/N
Nanosys, Inc.	Warrants to Purchase Preferred Stock	3/29/2023	800,000	605,266		837,180		0.05	%	C/E/N
				1,451,990		1,413,122		0.08	%
Software
Actifio, Inc.	Warrants to Purchase Series G Preferred Stock	5/5/2027	1,052,651	188,770		486,774		0.03	%	C/E/N
Tradeshift, Inc.	Warrants to Purchase Series D Preferred Stock	3/26/2027	1,712,930	577,842		520,979		0.03	%	C/E/N
				766,612		1,007,753		0.06	%

Total Equity Securities				143,781,512		104,572,849		5.94	%

Total Investments				$	1,773,767,299	$	1,681,275,114

Cash and Cash Equivalents
Cash Held on Account at Various Institutions						80,069,184		4.55	%
Cash and Cash Equivalents						80,069,184		4.55	%

Total Cash and Investments						$	1,761,344,298	100.00	%	M

BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Unaudited) (Continued)

September 30, 2019

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).

As of September 30, 2019, we transitioned our industry classification system for financial reporting purposes to more closely align with the system generally used by the Advisor for portfolio management purposes. As part of this transition, we are generally classifying the industries of our portfolio companies based on the primary end market served rather than the product or service directed to those end markets.

Aggregate acquisitions and aggregate dispositions of investments, other than government securities, totaled $558,390,201 and $444,068,802, respectively, for the nine months ended September 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 September 30, 2019 was $1,636,890,608 or 92.9% of total cash and investments of the Company. As of September 30, 2019, approximately 10.6% 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.

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	%

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	%

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	%

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

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	%

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	%

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		—		—

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

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.

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.

BlackRock TCP Capital Corp.

Consolidated Statements of Operations (Unaudited)



	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
Investment income
Interest income (excluding PIK):
Companies less than 5% owned	$	44,778,592		$	44,534,087		$	128,578,869		$	127,316,161
Companies 5% to 25% owned	495,480			604,116			2,208,502			1,737,510
Companies more than 25% owned	1,024,457			918,146			2,822,733			2,747,763
PIK interest income:
Companies less than 5% owned	2,525,116			1,968,566			8,363,204			5,462,468
Companies 5% to 25% owned	1,030,375			1,151,270			2,488,171			3,576,948
Companies more than 25% owned	—			170,938			—			649,680
Dividend income:
Companies more than 25% owned	914,330			59,006			1,786,932			105,287
Lease income:
Companies more than 25% owned	74,457			74,457			223,370			223,370
Other income:
Companies less than 5% owned	797,542			—			883,721			—
Companies 5% to 25% owned	—			—			—			297,356
Total investment income	51,640,349			49,480,586			147,355,502			142,116,543

Operating expenses
Interest and other debt expenses	12,419,312			10,071,574			34,251,576			29,817,623
Management and advisory fees	6,356,723			6,265,432			18,510,954			18,149,243
Incentive fee	5,369,678			6,127,983			15,554,088			17,505,818
Administrative expenses	599,559			599,559			1,798,677			1,794,023
Legal fees, professional fees and due diligence expenses	492,847			625,181			1,360,860			1,639,293
Director fees	194,396			212,135			585,522			545,718
Insurance expense	160,578			123,109			416,647			338,027
Custody fees	104,841			95,692			302,054			278,795
Other operating expenses	628,220			847,988			2,127,194			2,024,732
Total operating expenses	26,326,154			24,968,653			74,907,572			72,093,272

Net investment income	25,314,195			24,511,933			72,447,930			70,023,271

Realized and unrealized gain (loss) on investments and foreign currency
Net realized gain (loss):
Investments in companies less than 5% owned	(224,682		)	1,106,469			(525,041		)	1,181,233
Investments in companies 5% to 25% owned	—			—			43,320			—
Net realized gain (loss)	(224,682		)	1,106,469			(481,721		)	1,181,233

Change in net unrealized appreciation/depreciation	(6,651,462		)	(10,427,026		)	(40,230,222		)	(24,706,701		)
Net realized and unrealized loss	(6,876,144		)	(9,320,557		)	(40,711,943		)	(23,525,468		)

Net increase in net assets resulting from operations	$	18,438,051		$	15,191,376		$	31,735,987		$	46,497,803

Basic and diluted earnings per common share	$	0.31		$	0.26		$	0.54		$	0.79

Basic and diluted weighted average common shares outstanding	58,766,002			58,806,049			58,766,410			58,824,514

See accompanying notes to the consolidated financial statements.

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			Paid in Capital in Excess of Par			Distributable Earnings (Loss)			Total Net Assets
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 loss	—		—			—			(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
Issuance of common stock from dividend reinvestment plan	189		—			2,686			—			2,686
Repurchase of common stock	(13,202	)	(13		)	(192,495		)	—			(192,508		)
Net investment income	—		—			—			24,511,930			24,511,930
Net realized and unrealized loss	—		—			—			(9,320,557		)	(9,320,557		)
Regular dividends paid to common shareholders	—		—			—			(21,170,272		)	(21,170,272		)
Balance at September 30, 2018	58,800,001		$	58,800		$	1,038,172,843		$	(185,218,108	)	$	853,013,535

	Common Stock					Paid in Capital in Excess of Par						Total Net Assets
	Shares		Par Amount			Paid in Capital in Excess of Par			Distributable Earnings (Loss)			Total Net Assets
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 loss	—		—			—			(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
Issuance of common stock from dividend reinvestment plan	215		—			2,913			—			2,913
Net investment income	—		—			—			25,314,195			25,314,195
Net realized and unrealized loss	—		—			—			(6,876,144		)	(6,876,144		)
Regular dividends paid to common shareholders	—		—			—			(21,155,760		)	(21,155,760		)
Balance at September 30, 2019	58,766,215		$	58,766		$	999,956,007		$	(201,388,309	)	$	798,626,464

See accompanying notes to the consolidated financial statements.

BlackRock TCP Capital Corp.

Consolidated Statements of Cash Flows (Unaudited)



	Nine Months Ended September 30,
	2019			2018
Operating activities
Net increase in net assets applicable to common shareholders resulting from operations	$	31,735,987		$	46,497,803
Adjustments to reconcile net increase in net assets applicable to common shareholders resulting from operations to net cash provided by (used in) operating activities:
Net realized loss (gain)	481,721			(1,181,233		)
Change in net unrealized appreciation/depreciation of investments	40,230,013			24,685,820
Net amortization of investment discounts and premiums	(10,379,654		)	(7,782,322		)
Amortization of original issue discount on convertible debt	965,771			881,772
Interest and dividend income paid in kind	(10,851,375		)	(9,689,096		)
Amortization of deferred debt issuance costs	2,718,735			2,956,637
Changes in assets and liabilities:
Purchases of investment securities	(547,538,826		)	(447,934,418		)
Proceeds from sales, maturities and pay downs of investments	444,068,802			395,717,322
Decrease (increase) in accrued interest income - companies less than 5% owned	1,894,105			(2,776,174		)
Decrease (increase) in accrued interest income - companies 5% to 25% owned	25,936			(308,976		)
Increase in accrued interest income - companies more than 25% owned	(136,531		)	(64,173		)
Decrease (increase) in receivable for investments sold	(7,433,969		)	372,477
Decrease (increase) in prepaid expenses and other assets	1,832,059			(2,268,006		)
Increase in payable for investments purchased	950,987			36,565,907
Increase (decrease) in incentive compensation payable	(470,668		)	144,848
Decrease in interest payable	(2,126,330		)	(2,326,231		)
Increase (decrease) in payable to the Advisor	(467,340		)	511,782
Decrease in management and advisory fees payable	(5,247,344		)	—
Increase in accrued expenses and other liabilities	551,611			59,923
Net cash provided by (used in) operating activities	(59,196,310		)	34,063,662

Financing activities
Borrowings	519,000,000			330,953,697
Repayments of debt	(487,500,000		)	(293,953,697		)
Payments of debt issuance costs	(4,706,156		)	(3,193,847		)
Dividends paid to common shareholders	(63,467,067		)	(63,529,242		)
Repurchase of common shares	(125,679		)	(691,181		)
Proceeds from issuance of debt	148,135,500			—
Proceeds from shares issued in connection with dividend reinvestment plan	8,494			8,029
Net cash provided by (used in) financing activities	111,345,092			(30,406,241		)

Net increase in cash and cash equivalents (including restricted cash)	52,148,782			3,657,421
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	$	80,069,184		$	90,282,658

Supplemental cash flow information
Interest payments	$	32,007,334		$	27,442,833
Excise tax payments	$	—		$	86,106

See accompanying notes to the consolidated financial statements.

BlackRock TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited)

September 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

BlackRock TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 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.

BlackRock TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 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 September 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	$	—	$	—	$	—
2	Other direct and indirect observable market inputs *	149,837,080		—		—
3	Independent third-party valuation sources that employ significant unobservable inputs	1,338,830,564		88,034,621		102,509,559
3	Advisor valuations with significant unobservable inputs	—		—		2,063,290
Total		$	1,488,667,644	$	88,034,621	$	104,572,849

______________


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

BlackRock TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2019

2. Summary of Significant Accounting Policies — (continued)

Unobservable inputs used in the fair value measurement of Level 3 investments as of September 30, 2019 included the following:



Asset Type	Fair Value		Valuation Technique	Unobservable Input	Range (Weighted Avg.) ^†
Bank Debt	$	1,173,594,644	Income approach	Discount rate	6.2% - 30.8% (10.0%)
	82,364,942		Market quotations	Indicative bid/ask quotes	1 (1)
	39,382,023		Market comparable companies	Revenue multiples	1.3x - 4.3x (2.6x)
	43,488,955		Market comparable companies	EBITDA multiples	6.5x - 14.4x (11.0x)
Other Corporate Debt	37,506,000		Income approach	Discount rate	12.3% (12.3%)
	39,418,168		Market comparable companies	Book value multiples	1.3x (1.3x)
	3,795,721		Market comparable companies	Revenue multiples	4.3x (4.3x)
	7,314,732		Market comparable companies	EBITDA multiples	9.5x (9.5x)
Equity	4,864,180		Income approach	Discount rate	3.7% (3.7%)
	13,311,170		Market quotations	Indicative bid/ask quotes	1 (1)
	11,894,261		Option Pricing Model	EBITDA/Revenue multiples	1.2x - 29.9x (5.2x)
				Implied volatility	30.0% - 200.0% (39.5%)
				Yield	0.0% (0.0%)
				Term	0.3 years - 3.5 years (2.2 years)
	1,331,642		Market comparable companies	Revenue multiples	0.4x - 4.3x (1.3x)
	19,796,000		Market comparable companies	EBITDA multiples	3.0x - 14.4x (8.4x)
	24,901,609		Market comparable companies	Book value multiples	1.3x (1.3x)
	28,473,987		Other *	N/A	N/A
	$	1,531,438,034

______________


*	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

BlackRock TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2019

2. Summary of Significant Accounting Policies — (continued)

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



	Independent Third-Party Valuation
	Bank Debt			Other Corporate Debt			Equity Securities
Beginning balance	$	1,331,057,822		$	108,311,844		$	77,432,228
Net realized and unrealized gains (losses)	(4,701,308		)	(3,879,678		)	9,451,849
Acquisitions *	146,841,282			11,884,200			18,811,209
Dispositions	(129,200,777		)	(28,281,745		)	(362,348		)
Transfers into Level 3 ^†	—			—			847,398
Transfers out of Level 3 ^‡	(5,166,455		)	—			—
Reclassifications within Level 3 ^§	—			—			(3,670,777		)
Ending balance	$	1,338,830,564		$	88,034,621		$	102,509,559

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)	$	(4,392,445	)	$	(2,333,240	)	$	9,451,849

______________


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


†	Comprised of one investment that was transferred from Level 1 due to reduced trading volumes

‡ Comprised of one 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	$	—	$	—	$	2,081,964
Net realized and unrealized gains (losses)	—		—		(5,692,253		)
Acquisitions	—		—		2,006,277
Dispositions	—		—		(3,475		)
Reclassifications within Level 3 *	—		—		3,670,777
Ending balance	$	—	$	—	$	2,063,290

Net change in unrealized appreciation/depreciation during the period on investments still held at period end (included in net realized and unrealized gains/losses, above)	$	—	$	—	$	(5,692,253	)

______________


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

BlackRock TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2019

2. Summary of Significant Accounting Policies — (continued)

Changes in investments categorized as Level 3 during the nine months ended September 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)	(35,827,959		)	(4,378,619		)	7,562,601
Acquisitions *	497,502,041			13,446,202			26,293,132
Dispositions	(379,990,616		)	(28,281,745		)	(7,513,143		)
Transfers into Level 3 ^†	—			28,998,633			847,398
Transfer out of Level 3 ^‡	(112,309,586		)	—			—
Reclassifications within Level 3 ^§	—			—			(4,485,417		)
Ending balance	$	1,338,830,564		$	88,034,621		$	102,509,559

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)	$	(33,675,947	)	$	(2,832,181	)	$	7,562,601

______________


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


†	Comprised of one investment that was transferred from Level 2 and one investment that was transferred from Level 1 due to reduced trading volumes

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

§ Comprised of two investments that were reclassified to Advisor Valuation



	Advisor Valuation
	Bank Debt		Other Corporate Debt		Equity Securities
Beginning balance	$	—	$	—	$	1,524,143
Net realized and unrealized gains (losses)	—		—		(5,905,775		)
Acquisitions	—		—		2,006,277
Dispositions	—		—		(46,772		)
Reclassifications within Level 3 ^*	—		—		4,485,417
Ending balance	$	—	$	—	$	2,063,290

Net change in unrealized appreciation/depreciation during the period on investments still held at period end (included in net realized and unrealized gains/losses, above)	$	—	$	—	$	(5,922,817	)


*	Comprised of two investments that were reclassified from Independent Third-Party Valuation

BlackRock TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 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

BlackRock TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2019

2. Summary of Significant Accounting Policies — (continued)

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



	Independent Third-Party Valuation
	Bank Debt			Other Corporate Debt			Equity Securities
Beginning balance	$	1,313,883,048		$	114,727,490		$	77,048,806
Net realized and unrealized gains (losses)	(12,399,759		)	(2,632,446		)	5,218,251
Acquisitions *	144,664,104			(4,115,432		)	3,704,001
Dispositions	(197,230,787		)	2,656,356			(5,707,590		)
Transfers out of Level 3 ^†	13,797,332			—			—
Ending balance	$	1,262,713,938		$	110,635,968		$	80,263,468

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)	$	(10,826,186	)	$	(2,632,447	)	$	4,967,192

______________


*	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	$	—	$	—	$	1,731,295
Net realized and unrealized gains (losses)	—		—		29,796
Ending balance	$	—	$	—	$	1,761,091

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)	$	—	$	—	$	29,796

BlackRock TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2019

2. Summary of Significant Accounting Policies — (continued)

Changes in investments categorized as Level 3 during the nine months ended September 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)	(21,042,870		)	(2,746,039		)	4,317,752
Acquisitions *	372,824,279			37,741,071			21,100,155
Dispositions	(346,675,061		)	(2,370,879		)	(12,131,676		)
Transfers into Level 3 ^†	54,723,486			—			—
Transfers out of Level 3 ^‡	(36,862,073		)	—			—
Ending balance	$	1,262,713,938		$	110,635,968		$	80,263,468

Net change in unrealized appreciation/depreciation during the period on investments still held at period end (included in net realized and unrealized gains/losses, above)	$	(18,173,326	)	$	(4,841,557	)	$	4,156,499

______________


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


†	Comprised of five 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		)	—		30,150
Acquisitions *	623			—		—
Dispositions	(116,662		)	—		—
Ending balance	$	—		$	—	$	1,761,091

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)	$	—		$	—	$	30,150

______________


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

BlackRock TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 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 September 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 0.0% and 0.1% of total investments at September 30, 2019 and December 31, 2018, respectively. Such positions were converted at the respective closing foreign exchange rates in effect at September 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

BlackRock TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 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 nine months ended September 30, 2019, the Company did not enter into any derivative transactions nor hold any derivative positions.

During the nine months ended September 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 nine months ended September 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

BlackRock TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 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 September 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 September 30, 2019, gross unrealized appreciation and depreciation for investments and derivatives based on cost for U.S. federal income tax purposes were as follows:



	September 30, 2019
Tax basis of investments	$	1,773,767,299

Unrealized appreciation	$	43,030,789
Unrealized depreciation	(135,522,974		)
Net unrealized depreciation	$	(92,492,185	)

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.

BlackRock TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 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 September 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”), unsecured notes due August 2024 issued by the Company (the “2024 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”).

BlackRock TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2019

4. Leverage — (continued)

Total leverage outstanding and available at September 30, 2019 was as follows:



	Maturity	Rate		Carrying Value*			Available		Total Capacity
SVCP Facility	2023	L+2.00%		$	108,000,000		$	162,000,000	$	270,000,000
TCPC Funding Facility	2023	L+2.00%	^†	177,500,000			172,500,000		350,000,000
SBA Debentures	2024−2029	2.63%	^‡	138,000,000			12,000,000		150,000,000
2019 Convertible Notes ($108 million par)	2019	5.25%		107,889,074			—		107,889,074
2022 Convertible Notes ($140 million par)	2022	4.625%		138,430,085			—		138,430,085
2022 Notes ($175 million par)	2022	4.125%		174,618,208			—		174,618,208
2024 Notes ($150 million par)	2024	3.900%		148,171,294			—		148,171,294
Total leverage				992,608,661			$	346,500,000	$	1,339,108,661
Unamortized issuance costs				(7,566,146		)
Debt, net of unamortized issuance costs				$	985,042,515

______________


*	Except for the convertible notes, the 2022 Notes and the 2024 Notes, all carrying values are the same as the principal amounts outstanding.


†	Subject to certain funding requirements


‡	Weighted-average interest rate, excluding fees of 0.36% or 0.35%

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
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
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
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 September 30, 2019 and December 31, 2018 were 4.10% and 4.34%, respectively.

BlackRock TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2019

4. Leverage — (continued)

Total expenses related to debt included the following:



	Nine Months Ended September 30,
	2019		2018
Interest expense	$	30,846,775	$	25,998,374
Amortization of deferred debt issuance costs	2,718,735		2,956,637		*
Commitment fees	686,066		862,612
Total	$	34,251,576	$	29,817,623

______________


*	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 September 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, the 2022 Notes and the 2024 Notes had estimated fair values of $107.9 million, $143.8 million, $175.8 million and $148.5 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, 2022 Notes and 2024 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, the 2024 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 September 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 were permitted to 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.

BlackRock TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 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 September 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 September 30, 2019 and December 31, 2018, the components of the carrying values of the 2019 Convertible Notes and 2022 Convertible Notes were as follows:



	September 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	(110,926		)	(1,569,915		)	(498,793		)	(2,019,815		)
Carrying value of debt	$	107,889,074		$	138,430,085		$	107,501,207		$	137,980,185

BlackRock TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2019

4. Leverage — (continued)

For the nine months ended September 30, 2019 and 2018, the components of interest expense for the convertible notes were as follows:



	Nine Months Ended September 30,
	2019				2018
	2019 Convertible Notes		2022 Convertible Notes		2019 Convertible Notes		2022 Convertible Notes
Stated interest expense	$	4,252,500	$	4,856,250	$	4,252,500	$	4,856,250
Amortization of original issue discount	387,867		449,900		365,575		427,700
Total interest expense	$	4,640,367	$	5,306,150	$	4,618,075	$	5,283,950

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 nine months ended September 30, 2019 and September 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 nine months ended September 30, 2019 and September 30, 2018.

Unsecured Notes

On August 4, 2017, the Company issued $125.0 million of unsecured notes that mature on August 11, 2022. 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.

On August 23, 2019, the Company issued $150.0 million of unsecured notes that mature on August 23, 2024. The 2024 Notes bear interest at an annual rate of 3.900%, payable semi-annually, and all principal is due upon maturity. The 2024 Notes are general unsecured obligations of the Company and rank structurally junior to the SVCP Facility, TCPC Funding Facility and the SBA Debentures. The 2024 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 2024 Notes, and any accrued and unpaid interest. The 2024 Notes were issued at a discount to the principal amount.

As of September 30, 2019 and December 31, 2018, the components of the carrying value of the 2022 Notes and 2024 Notes were as follows:



	September 30, 2019						December 31, 2018
	2022 Notes			2024 Notes			2022 Notes			2024 Notes
Principal amount of debt	$	175,000,000		$	150,000,000		$	175,000,000		N/A
Original issue discount, net of accretion	(381,792		)	(1,828,706		)	(474,004		)	N/A
Carrying value of debt	$	174,618,208		$	148,171,294		$	174,525,996		N/A

BlackRock TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2019

4. Leverage — (continued)

For the nine months ended September 30, 2019 and 2018, the components of interest expense for the 2022 Notes and 2024 Notes were as follows:



	Nine Months Ended September 30,
	2019				2018
	2022 Notes		2024 Notes		2022 Notes		2024 Notes
Stated interest expense	$	5,414,063	$	617,500	$	5,414,063	N/A
Amortization of original issue discount	92,211		35,794		88,497		N/A
Total interest expense	$	5,506,274	$	653,294	$	5,502,560	N/A

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 and subsequently on August 6, 2019 to (1) increase its capacity to $270.0 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 September 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 September 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 September 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.

BlackRock TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2019

4. Leverage — (continued)

SBA Debentures outstanding as of September 30, 2019 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	%
September 25, 2019	September 1, 2029	40,000,000		2.28	%		0.35	%
		$	138,000,000	2.63	%	*

_____________


*	Weighted-average interest rate

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 $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%

BlackRock TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2019

4. Leverage — (continued)

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 September 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.

BlackRock TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 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 September 30, 2019 and December 31, 2018 as follows:



		Unfunded Balances
Issuer	Maturity	September 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
Bisnow, LLC	4/29/2021	1,200,000		1,200,000
Blue Star Sports Holdings, Inc.	6/15/2024	55,556		877,777
CAREATC, Inc.	3/14/2024	607,288		N/A
Certify, Inc.	2/28/2024	3,188,631		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	2,207,896		N/A
Edmentum, Inc.	6/9/2020	N/A		4,103,102
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	789,134		1,214,052
Khoros LLC (Lithium)	10/3/2022	1,586,691		1,983,364
Patient Point Network Solutions, LLC	6/26/2022	440,474		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	2,360,707		N/A
RSB-160, LLC (Lat20), LLC	7/20/2022	N/A		4,435,914
Sandata Technologies, LLC	7/23/2024	2,250,000		N/A
Snow Software AB	4/17/2024	4,360,548		N/A
Space Midco, Inc. (Archibus)	12/5/2023	277,778		277,778
Spark Networks, Inc.	7/1/2023	1,005,887		N/A
Team Software, Inc.	9/17/2023	2,457,847		3,511,210
Telarix, Inc.	11/19/2023	267,857		357,143
TPC Intermediate Holdings, LLC	5/15/2020	525,686		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	11/3/2020	171,233		N/A
Xactly Corporation	7/31/2022	1,405,501		1,405,501
Total Unfunded Balances		$	51,810,686	$	46,468,865

BlackRock TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 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 September 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 September 30, 2019 and December 31, 2018, amounts reimbursable to the Advisor totaled $0.8 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 nine months ended September 30, 2019 and 2018, expenses allocated pursuant to the Administration Agreement totaled $1.8 million and $1.8 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 nine months ended September 30, 2019 and 2018:



	2019		2018
Shares Issued	608		563
Average Price Per Share	$	13.97	$	14.26
Proceeds	$	8,494	$	8,029

The Company’s dividends are recorded on the ex-dividend date. The following table summarizes the Company’s dividends declared and paid for the nine months ended September 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
August 8, 2019	September 16, 2019	September 30, 2019	Regular	0.36		21,155,760
				$	1.08	$	63,467,067

The following table summarizes the Company’s dividends declared and paid for the nine months ended September 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
August 8, 2018	September 14, 2018	September 28, 2018	Regular	0.36		21,170,272
				$	1.08	$	63,529,242

BlackRock TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2019

7. Stockholders’ Equity and Dividends — (continued)

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 the Company’s third 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 nine months ended September 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 nine months ended September 30, 2018:



	Shares Repurchased	Price Per Share			Total Cost
Company Repurchase Plan	47,818	$	14.45	*	$	691,181

______________


*	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 nine months ended September 30, 2019 and 2018:



	Nine Months Ended September 30,
	2019		2018
Net increase in net assets applicable to common shareholders resulting from operations	$	31,735,987	$	46,497,803
Weighted average shares outstanding	58,766,410		58,824,514
Earnings per share	$	0.54	$	0.79

BlackRock TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2019

9. Subsequent Events

On October 31, 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 fourth quarter 2019 earnings release or such time as the approved $50.0 million repurchase amount has been fully utilized, subject to certain conditions.

On November 4, 2019, the Company reduced the credit facility capacity on the TCPC Funding facility by $50.0 million to $300.0 million.

On November 6, 2019, the Company’s board of directors declared a fourth quarter regular dividend of $0.36 per share payable on December 31, 2019 to stockholders of record as of the close of business on December 17, 2019.

BlackRock TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2019

10. Financial Highlights



	Nine Months Ended September 30,
	2019			2018
Per Common Share
Per share NAV at beginning of period	$	14.13		$	14.80

Investment operations:
Net investment income	1.23			1.20
Net realized and unrealized gain	(0.69		)	(0.41		)
Total from investment operations	0.54			0.79

Repurchase of common stock	—			—
Distributions to common shareholders	(1.08		)	(1.08		)
Per share NAV at end of period	$	13.59		$	14.51

Per share market price at end of period	$	13.56		$	14.23

Total return based on market value ^{(1), (2)}	12.3		%	0.2		%
Total return based on net asset value^{(1), (3)}	3.8		%	5.3		%

Shares outstanding at end of period	58,766,215			58,800,001

BlackRock TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2019

10. Financial Highlights — (continued)



	Nine Months Ended September 30,
	2019			2018
Ratios to average common equity: ⁽⁴⁾
Net investment income	12.4		%	11.4		%
Expenses excluding incentive compensation	9.6		%	8.4		%
Expenses including incentive compensation	11.5		%	10.4		%

Ending common shareholder equity	$	798,626,464		$	853,013,535
Portfolio turnover rate	26.8		%	25.1		%
Weighted-average leverage outstanding	$	881,959,850		$	751,842,574
Weighted-average interest rate on leverage	4.7		%	4.6		%
Weighted-average number of common shares	58,766,410			58,824,514
Average leverage per share	$	15.01		$	12.78

______________

(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.

BlackRock TCP Capital Corp.

Consolidated Schedule of Changes in Investments in Non-Controlled Affiliates ⁽¹⁾(Unaudited)

Nine Months Ended September 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 September 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		—		(3,145,773		)	682,765		—			7,314,732
AGY Holding Corp., Senior Secured Delayed Draw Term Loan, 12%, due 5/18/20	95,483		1,049,147		—		—			31,824		—			1,080,971
AGY Holding Corp., Senior Secured Term Loan, 12%, due 5/18/20	443,181		4,869,577		—		—			147,710		—			5,017,287
Edmentum Ultimate Holdings, LLC, Class A Common Units	—		—		—		294,816			—		—			294,816
Edmentum Ultimate Holdings, LLC, Junior PIK Notes, 10%, due 6/9/20	1,375,987		11,152,078		—		4,663,747			1,354,650		—			17,170,475
Edmentum Ultimate Holdings, LLC, Senior PIK Notes, 8.5%, due 6/9/20	225,538		3,375,453		—		—			222,284		—			3,597,737
Edmentum Ultimate Holdings, LLC, Warrants to Purchase Class A Common Units	—		—		—		1,456,595			—		—			1,456,595
Edmentum, Inc., Junior Revolving Facility, 5%, due 6/9/20	170,776		1,153,076		—		—			4,245,004		(953,071		)	4,445,009
Edmentum, Inc., Senior Secured 1st Lien Term Loan B, 8.5%, due 6/9/21	883,828		6,187,478		—		406,128			4,085,864		—			10,679,470
Edmentum, Inc., Senior Secured 2nd Lien Term Loan, 7% PIK, due 12/8/21	418,710		7,719,069		—		—			417,046		(496,290		)	7,639,825
Edmentum, Inc., Senior Unsecured Promissory Note, 10%, due 9/30/19	194,184		—		—		—			3,644,068		(3,644,068		)	—
Educationcity Limited (Edmentum), Senior Unsecured Promissory Note, 10%, due 9/30/19	77,674		—		—		—			1,457,627		(1,457,627		)	—
EPMC HoldCo, LLC, Membership Units	—		26,254		43,320		(26,254		)	—		(43,320		)	—
Green Biologics, Inc., Common Stock	—		3,670,777		—		(5,677,054		)	2,006,277		—			—
Iracore International Holdings, Inc., Senior Secured 1st Lien Term Loan, LIBOR + 9%, 1% LIBOR Floor, due 4/13/21	164,928		1,900,733		—		—			—		—			1,900,733
Iracore Investments Holdings, Inc., Class A Common Stock	—		1,375,243		—		853,426			—		—			2,228,669
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	101,050		1,574,099		—		—			84,863		(1,658,962		)	—
NEG Parent, LLC (CORE Entertainment, Inc.), Class A Units	—		6,543,086		—		325,212			—		—			6,868,298
NEG Parent, LLC (CORE Entertainment, Inc.), Class A Warrants to Purchase Class A Units	—		364,299		—		17,870			—		—			382,169
NEG Parent, LLC (CORE Entertainment, Inc.), Class B Warrants to Purchase Class A Units	—		367,914		—		18,047			—		—			385,961
NEG Parent, LLC (CORE Entertainment, Inc.), Litigation Trust Units	—		1,118,110		—		(400,616		)	—		—			717,494
Total	$	4,696,673	$	63,193,357	$	43,320	$	(2,183,080	)	$	18,379,982	$	(8,253,338	)	$	71,180,241

______________

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.

BlackRock TCP Capital Corp.

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

Nine Months Ended September 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 September 30, 2019
36th Street Capital Partners Holdings, LLC, Membership Units	$	1,786,932	$	18,931,733	$	—	$	3,749,274		$	2,220,602	$	—		$	24,901,609
36th Street Capital Partners Holdings, LLC, Senior Note, 12%, due 11/1/20	2,690,062		27,839,419		—		—			11,578,750		—			39,418,169
Anacomp, Inc., Class A Common Stock	—		1,418,746		—		(288,772		)	—		—			1,129,974
Conergy Asia & ME Pte. Ltd., 1st Lien Term Loan, 10%, due 5/26/20	132,671		1,773,807		—		(165,141		)	—		—			1,608,666
Conergy Asia Holdings Limited, Class B Shares	—		—		—		—			—		—			—
Conergy Asia Holdings Limited, Ordinary Shares	—		—		—		—			—		—			—
Conventional Lending TCP Holdings, LLC, Membership Units			—		—		364,109			12,136,956		—			12,501,065
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		—		172,077			—		(578,646		)	2,515,700
Kawa Solar Holdings Limited, Series B Preferred Shares	—		—		—		—			—		—			—
United N659UA-767, LLC (Aircraft Trust Holding Company)	119,856		2,826,708		—		(146,757		)	—		(271,382		)	2,408,569
United N661UA-767, LLC (Aircraft Trust Holding Company)	103,514		2,896,083		—		(152,750		)	—		(287,722		)	2,455,611
Total	$	4,833,035	$	70,291,688	$	—	$	2,137,003		$	25,936,308	$	(8,136,198	)	$	90,228,801

______________

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.

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.

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.

BlackRock TCP Capital Corp.

Consolidated Schedule of Restricted Securities of Unaffiliated Issuers (Unaudited)

September 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
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

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

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.

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 $270.0 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”), $150.0 million in senior unsecured notes issued by the Company maturing in 2024 (the “2024 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, the 2022 Notes and the 2024 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

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 September 30, 2019, 89.4% 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;


•	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.

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.


•	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 September 30, 2019, less than 0.1% of our investments were categorized as Level 1, 8.9% were categorized as Level 2, 91.0% 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.

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

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 September 30, 2019, we invested approximately $176.0 million, comprised of new investments in four new and three existing portfolio companies, as well as draws made on existing commitments and PIK received on prior investments. Of these investments, 88.2% were in senior secured debt comprised of senior secured loans ($144.4 million, or 82.0% of total acquisitions) and senior secured notes ($10.8 million, or 6.2% of total acquisitions). The remaining $20.8 million (11.8% of total acquisitions) were comprised primarily of $20.4 million in equity interests in portfolios of debt and lease assets and $0.4 million in equity positions received in connection with debt investments. Additionally, we received approximately $180.6 million in proceeds from sales or repayments of investments during the three months ended September 30, 2019.

During the three months ended September 30, 2018, we invested approximately $163.7 million, comprised of new investments in seven new and five existing portfolio companies, as well as draws made on existing commitments and PIK received on prior investments. Of these investments, 97.7% were in senior secured debt comprised of senior secured loans ($159.6 million, or 97.4% of total acquisitions) and senior secured notes ($0.4 million, or 0.3% of total acquisitions). The remaining $3.7 million (2.3% of total acquisitions) were comprised primarily of $3.7 million in equity interests in a portfolio of lease assets. Additionally, we received approximately $211.5 million in proceeds from sales or repayments of investments during the three months ended September 30, 2018.

During the nine months ended September 30, 2019, we invested approximately $558.4 million, comprised of new investments in 19 new and 16 existing portfolio companies, as well as draws made on existing commitments and PIK received on prior investments. Of these investments, 94.0% were in senior secured debt comprised of senior secured loans ($512.0 million, or 91.7% of total acquisitions) and senior secured notes ($13.1 million, or 2.3% of total acquisitions). The remaining $33.3 million (6.0% of total acquisitions) was comprised primarily of $5.0 million

(0.9% of total acquisitions) in unsecured notes and $28.3 million (5.1% of total acquisitions) in equity investments comprised primarily of $25.3 million in equity interests in portfolios of debt and lease assets and $3.0 million in equity positions received in connection with debt investments. Additionally, we received approximately $444.1 million in proceeds from sales or repayments of investments during the nine months ended September 30, 2019.

During the nine months ended September 30, 2018, we invested approximately $457.6 million, comprised of new investments in 19 new and 15 existing portfolio companies, as well as draws made on existing commitments and PIK received on prior investments. Of these investments, 95.2% were in senior secured debt comprised of senior secured loans ($396.4 million, or 86.6% of total acquisitions) and senior secured notes ($39.3 million, or 8.6% of total acquisitions). The remaining $21.9 million (4.8% of total acquisitions) were comprised primarily of $20.0 million in equity interests in portfolios of debt and lease assets, and $1.9 million in equity positions received in connection with debt investments. Additionally, we received approximately $395.7 million in proceeds from sales or repayments of investments during the nine months ended September 30, 2018.

At September 30, 2019, our investment portfolio of $1,681.3 million (at fair value) consisted of 105 portfolio companies and was invested 93.8% in debt investments, primarily in senior secured debt. In aggregate, our investment portfolio was invested 87.3% in senior secured loans, 5.2% in senior secured notes, 1.3% in junior notes and 6.2% in equity investments. Our average portfolio company investment at fair value was approximately $16.0 million. Our largest portfolio company investment by value was approximately 3.8% of our portfolio and our five largest portfolio company investments by value comprised approximately 15.8% of our portfolio at September 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.

The industry composition of our portfolio at fair value at September 30, 2019 was as follows:



Industry	Percent of Total Investments
Diversified Financial Services	12.3	%
Software	8.8	%
Internet Software and Services	7.7	%
Professional Services	7.0	%
Textiles, Apparel and Luxury Goods	6.9	%
Media	4.9	%
IT Services	4.7	%
Diversified Telecommunication Services	4.3	%
Automobiles	4.2	%
Diversified Consumer Services	4.0	%
Insurance	2.9	%
Hotels, Restaurants and Leisure	2.8	%
Airlines	2.7	%
Building Products	2.2	%
Health Care Technology	2.1	%
Energy Equipment and Services	2.1	%
Tobacco Related	2.0	%
Healthcare Providers and Services	1.8	%
Thrifts and Mortgage Finance	1.7	%
Consumer Finance	1.4	%
Capital Markets	1.4	%
Aerospace and Defense	1.3	%
Road and Rail	1.1	%
Construction Materials	1.1	%
Other	8.6	%
Total	100.0	%

The weighted average effective yield of our debt portfolio was 10.6% at September 30, 2019 and 11.4% at December 31, 2018. The weighted average effective yield of our total portfolio was 10.0% at September 30, 2019 and 10.9% at December 31, 2018. At September 30, 2019, 92.3% 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 7.7% bore interest at fixed rates. The percentage of floating rate debt investments in our portfolio that were subject to an interest rate floor was 63.7% at September 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 $51.6 million and $49.5 million, respectively, for the three months ended September 30, 2019 and 2018, of which $49.9 million and $49.3 million were attributable to interest and fees on our debt investments, $0.9 million and $0.1 million to dividend income, $0.1 million and $0.1 million to lease income and $0.8 million and $0.0 million to other income, respectively. Included in interest and fees on our debt investments were $3.7 million and $3.4 million of non-recurring income related to prepayments for the three months ended September 30, 2019 and 2018, respectively. The increase in investment income in the three months ended September 30, 2019 compared to the three months ended September 30, 2018 reflects the increase in dividend, prepayment and other income during the three months ended September 30, 2019 compared to the three months ended September 30, 2018.

Investment income totaled $147.4 million and $142.1 million, respectively, for the nine months ended September 30, 2019 and 2018, of which $144.5 million and $141.5 million were attributable to interest and fees on our debt investments, $1.8 million and $0.1 million to dividend income, $0.2 million and $0.2 million to lease income and $0.9 million and $0.3 million to other income, respectively. Included in interest and fees on our debt investments were $9.5 million and $7.7 million of non-recurring income related to prepayments for the nine months ended September 30, 2019 and 2018, respectively. The increase in investment income in the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018 reflects an increase in interest income due to the larger portfolio size during the nine months ended September 30, 2019 as well as an increase in dividend, prepayment and other income compared to the nine months ended September 30, 2018.

Expenses

Total operating expenses for the three months ended September 30, 2019 and 2018 were $26.3 million and $25.0 million, respectively, comprised of $12.4 million and $10.1 million in interest expense and related fees, $6.4 million and $6.3 million in base management and advisory fees, $5.4 million and $6.1 million in incentive fee expense, $0.6 million and $0.6 million in administrative expenses, $0.5 million and $0.6 million in legal and professional fees, and $1.0 million and $1.3 million in other expenses, respectively. The increase in expenses in the three months ended September 30, 2019 compared to the three months ended September 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 due to reduction in the incentive fee rate from 20.0% to 17.5% on February 9, 2019.

Total operating expenses for the nine months ended September 30, 2019 and 2018 were $74.9 million and $72.1 million, respectively, comprised of $34.2 million and $29.8 million in interest expense and related fees, $18.5 million and $18.1 million in base management and advisory fees, $15.6 million and $17.5 million in incentive fee expense, $1.8 million and $1.8 million in administrative expenses, $1.4 million and $1.6 million in legal and professional fees, and $3.4 million and $3.3 million in other expenses, respectively. The increase in expenses in the nine months ended September 30, 2019 compared to the nine months ended September 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 due to reduction in the incentive fee rate from 20.0% to 17.5% on February 9, 2019.

Net investment income

Net investment income was $25.3 million and $24.5 million, respectively, for the three months ended September 30, 2019 and 2018. The increase in net investment income in the three months ended September 30, 2019 compared to the three months ended September 30, 2018 primarily reflects the increase in total investment income, partially offset by the increase in expenses in the three months ended September 30, 2019.

Net investment income was $72.4 million and $70.0 million, respectively, for the nine months ended September 30, 2019 and 2018. The increase in net investment income in the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018 primarily reflects the increase in total investment income, partially offset by the increase in expenses in the nine months ended September 30, 2019.

Net realized and unrealized gain or loss

Net realized gain (loss) for the three months ended September 30, 2019 and 2018 was $(0.2) million and $1.1 million, respectively. Net realized gains during the three months ended September 30, 2018 were comprised

primarily of a $0.8 million gain on the repayment of our loan to iGM, exclusive of additional prepayment income

earned.

Net realized gain (loss) for the nine months ended September 30, 2019 and 2018 was $(0.5) million and $1.2 million, respectively. Net realized gains during the nine months ended September 30, 2018 were comprised

primarily of a $0.8 million gain on the repayment of our loan to iGM, exclusive of additional prepayment income

earned.

For the three months ended September 30, 2019 and 2018, the change in net unrealized appreciation/depreciation was $(6.7) million and $(10.4) million, respectively. The change in net unrealized appreciation/depreciation for the three months ended September 30, 2019 was comprised primarily of markdowns of $5.7 million on our investment in Fidelis, $3.2 million on our investment in Hylan and $3.0 million on our investment in AGY, partially offset by a gain of $5.2 million on our investment in Edmentum as well as a gain of $3.3 million on our investment in Snaplogic. We also earned prepayment income of $0.6 million on the disposition of our loan to SnapLogic during the quarter. The change in net unrealized appreciation/depreciation for the three months ended September 30, 2018 was comprised primarily of markdowns of $4.2 million on our investment in Green Biologics, $4.0 million on our investment in Real Mex, and $2.6 million on earnings volatility in AGY Holdings, partially offset by a $3.6 million gain on our investment in 36th Street Capital Partners.

For the nine months ended September 30, 2019 and 2018, the change in net unrealized appreciation/depreciation was $(40.2) million and $(24.7) million, respectively. The change in net unrealized appreciation/depreciation for the nine months ended September 30, 2019 was comprised primarily of markdowns of $34.9 million on our investment in Fidelis, $5.7 million on our investment in Green Biologics, and $4.1 million on our investment in AGY, partially offset by a gain of $6.8 million on our investment in Edmentum. The change in net unrealized appreciation/depreciation for the nine months ended September 30, 2018 was comprised primarily of unrealized losses in four investments, including $7.4 million on our investment in Kawa, $9.8 million on our investment in Real Mex, $6.9 million on our investment in Green Biologics, and $6.7 million on our investment in AGY Holdings, partially offset by unrealized gains of $4.7 million on our investment in 36th Street Capital Partners, $2.7 million on our investment in NEG Parent (CORE Entertainment) and $2.5 million on our investment in STG-Fairway Acquisitions.

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 nine months ended September 30, 2019 and 2018.

Net increase in net assets resulting from operations

The net increase in net assets resulting from operations was $18.4 million and $15.2 million for the three months ended September 30, 2019 and 2018, respectively. The higher net increase in net assets resulting from operations during the three months ended September 30, 2019 was primarily due to the higher net investment income and the lower net unrealized losses during the three months ended September 30, 2019 compared to the three months ended September 30, 2018.

The net increase in net assets resulting from operations was $31.7 million and $46.5 million for the nine months ended September 30, 2019 and 2018, respectively. The lower net increase in net assets resulting from operations during the nine months ended September 30, 2019 was primarily due to the higher net unrealized losses during the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018, partially offset by the increase in net investment income.

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 nine months ended September 30, 2019 and 2018:



	2019		2018
Shares Issued	608		563
Average Price Per Share	$	13.97	$	14.26
Proceeds	$	8,494	$	8,029

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 October 31, 2019, to be in effect through the earlier of two trading days after our fourth 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 nine months ended September 30, 2019 and 2018:



	2019		2018
Shares Repurchased	9,000		47,818
Price Per Share *	$	13.96	$	14.45
Total Cost	$	125,679	$	691,181

______________


*	Weighted-average price per share

Total leverage outstanding and available under the combined Leverage Program at September 30, 2019 were as follows:



	Maturity	Rate		Carrying Value*			Available		Total Capacity
SVCP Facility	2023	L+2.00%		$	108,000,000		$	162,000,000	$	270,000,000
TCPC Funding Facility	2023	L+2.00%	^†	177,500,000			172,500,000		350,000,000
SBA Debentures	2024−2029	2.63%	^‡	138,000,000			12,000,000		150,000,000
2019 Convertible Notes ($108 million par)	2019	5.25%		107,889,074			—		107,889,074
2022 Convertible Notes ($140 million par)	2022	4.625%		138,430,085			—		138,430,085
2022 Notes ($175 million par)	2022	4.125%		174,618,208			—		174,618,208
2024 Notes ($150 million par)	2024	3.900%		148,171,294			—		148,171,294
Total leverage				992,608,661			$	346,500,000	$	1,339,108,661
Unamortized issuance costs				(7,566,146		)
Debt, net of unamortized issuance costs				$	985,042,515

______________


*	Except for the convertible notes, the 2022 Notes and the 2024 Notes, all carrying values are the same as the principal amounts outstanding.


†	Subject to certain funding requirements


‡	Weighted-average interest rate, excluding fees of 0.36% or 0.35%

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 September 30, 2019, the Company’s asset coverage ratio was 193%.

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 nine months ended September 30, 2019 was $59.2 million. Our primary use of cash in operating activities during this period consisted of settlement of acquisitions of investments (net of dispositions) of $103.5 million, offset by net investment income (net of non-cash income and expenses) of approximately $44.3 million.

Net cash provided by financing activities was $111.3 million during the nine months ended September 30, 2019, consisting primarily of $148.1 million from net proceeds of issuance of debt and $31.5 million of net borrowings of debt, reduced by $63.5 million in regular dividends paid on common equity, $4.7 payment of debt issuance costs and $0.1 million in repurchases of common shares.

At September 30, 2019, we had $80.1 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 September 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, the 2022 Convertible Notes, the 2022 Notes, the SVCP Facility, the TCPC Funding Facility and the 2024 Notes, mature in December 2019, March 2022, August 2022, May 2023, May 2023 and August 2024, 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 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 nine months ended September 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
August 8, 2019	September 16, 2019	September 30, 2019	Regular	0.36		21,155,760
				$	1.08	$	63,467,067



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
August 8, 2018	September 14, 2018	September 28, 2018	Regular	0.36		21,170,272
				$	1.08	$	63,529,242

The following table summarizes the total shares issued in connection with our dividend reinvestment plan for the nine months ended September 30, 2019 and 2018:



	2019		2018
Shares Issued	608		563
Average Price Per Share	$	13.97	$	14.26
Proceeds	$	8,494	$	8,029

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


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


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


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

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

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

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

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

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 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 October 1, 2019 through November 5, 2019, the Company has invested approximately $69.2 million primarily in five senior secured loans with a combined effective yield of approximately 10.1%, excluding origination income.

On November 4, 2019, the Company reduced the credit facility capacity on the TCPC Funding facility by $50.0 million to $300.0 million.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are subject to financial market risks, including changes in interest rates. At September 30, 2019, 92.3% 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 September 30, 2019, the percentage of floating rate debt investments in our portfolio that were subject to an interest rate floor was 63.7%. 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 September 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:



Basis Point Change	Interest income			Interest Expense			Net Investment Income
Up 300 basis points	$	47,209,937		$	(8,565,000	)	$	38,644,937
Up 200 basis points	31,473,292			(5,710,000		)	25,763,292
Up 100 basis points	15,736,646			(2,855,000		)	12,881,646
Down 100 basis points	(14,999,097		)	2,855,000			(12,144,097		)
Down 200 basis points	(22,783,407		)	5,710,000			(17,073,407		)
Down 300 basis points	(23,767,745		)	6,067,446			(17,700,299		)

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.

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 September 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		Certificate of Incorporation of the Registrant (1)
3.2		Certificate of Amendment to the Certificate of Incorporation of the Registrant (2)
3.3		Amended and Restated Bylaws of the Registrant (3)
4.1		Second Supplemental Indenture, dated as of August 23, 2019, by and between the Registrant and U.S. Bank National Association, as the Trustee (4)
4.2		Form of Global Note of 3.900% Notes due 2024 (included in Exhibit 4.1)
31.1		Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934*
31.2		Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934*
32.1		Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U. S. C. 1350)*

______________

* Filed herewith.


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


(2)	Incorporated by reference to Exhibit 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


(4)	Incorporated by reference to Exhibit 4.1 to the Registrant's Form 8-K, filed on August 23, 2019

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: November 6, 2019
	By:	/s/ Howard M. Levkowitz
	Name:	Howard M. Levkowitz
	Title:	Chief Executive Officer
Date: November 6, 2019
	By:	/s/ Paul L. Davis
	Name:	Paul L. Davis
	Title:	Chief Financial Officer