UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): February 27, 2025 |
BlackRock
TCP Capital Corp.
(Exact name of Registrant as Specified in
Its Charter)
Delaware | 814-00899 | 56-2594706 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| | |
2951 28th Street, Suite 1000 | |
Santa Monica, California | | 90405 |
(Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (310) 566-1000 |
(Former Name or Former Address, if Changed Since
Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock, par value $0.001 per share | | TCPC | | Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Explanatory Note.
On February 27, 2024, BlackRock TCP
Capital Corp. (the “Company”) filed a Current Report on Form 8-K (the “Original 8-K”) announcing its
financial results for the fourth quarter and year ended December 31, 2024. This amended Current Report on Form 8-K/A amends
the Original 8-K to correct a typographical error in the press release included as Exhibit 99.1 to the Original 8-K, for which a
corrected and replaced press release has been issued by the Company. The corrected and replaced press release is included as
Exhibit 99.1 to this Form 8-K/A. In the press release, Consolidated Results of Operations, third paragraph, third sentence, should
have read: Net unrealized losses for the three months ended December 31, 2024 were $72.3 million, or $0.85 per share (instead
of Net unrealized gains for the three months ended December 31, 2024 were $72.3 million, or $0.85 per share).
This amended Current Report on Form 8-K/A is
being filed solely to correct such typographical errors referenced herein and does not amend, in any way, and does not modify
or update any other disclosures contained in the Original 8-K. Accordingly, this amended Current Report on Form 8-K/A should be read
in conjunction with the Original 8-K.
Item 2.02 Results of Operations and Financial Condition.
On February 27, 2025, the registrant issued a
press release announcing its financial results for the fourth quarter and year ended December 31, 2024. The text of the press release
is included as Exhibit 99.1 to this Form 8-K.
The information disclosed under this Item 2.02,
including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934 and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except
as expressly set forth by specific reference in such filing.
Item 7.01 Regulation FD Disclosure.
On February 27, 2025, the registrant issued
a press release, included herewith as Exhibit 99.1, announcing the declaration of a first quarter regular dividend of $0.25
per share and a special dividend of $0.04 per share, both payable on March 31, 2025 to stockholders of record as of the close of business
on March 17, 2025. The Company intends to declare a special dividend of at least $0.02 per
share of common stock in each of the second and third quarters of 2025, subject to Board approval. In addition, on February 25, 2025,
the Adviser voluntarily agreed to waive one-third of its base management fee with respect to the Company for three calendar quarters
beginning on January 1, 2025 and ending on September 30, 2025.
The information disclosed under this Item 7.01,
including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934 and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly
set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
BlackRock TCP Capital Corp. |
|
|
|
|
Date: |
February 27, 2025 |
By: |
/s/ Erik L. Cuellar |
|
|
Name:
Title |
Erik L. Cuellar
Chief Financial Officer |
0001370755
false
0001370755
2025-02-27
2025-02-27
Exhibit 99.1

CORRECTING and REPLACING BLACKROCK TCP
CAPITAL CORP. ANNOUNCES 2024 FINANCIAL RESULTS INCLUDING FOURTH QUARTER NET INVESTMENT INCOME OF $0.40 PER SHARE; DECLARES FIRST QUARTER
DIVIDEND OF $0.25 PER SHARE AND A SPECIAL DIVIDEND OF $0.04 PER SHARE
SANTA MONICA, Calif., February 27,
2025 – Consolidated Results of Operations section, third paragraph, third sentence, should read: Net
unrealized losses for the three months ended December 31, 2024 were $72.3 million, or $0.85 per share (instead of Net
unrealized gains for the three months ended December 31, 2024 were $72.3 million, or $0.85 per share).
The updated release reads:
BLACKROCK TCP CAPITAL CORP. ANNOUNCES
2024 FINANCIAL RESULTS INCLUDING FOURTH QUARTER NET INVESTMENT INCOME OF $0.40 PER SHARE; DECLARES FIRST QUARTER DIVIDEND OF $0.25 PER
SHARE AND A SPECIAL DIVIDEND OF $0.04 PER SHARE
BlackRock TCP Capital Corp. (“we,” “us,” “our,” “TCPC” or the “Company”),
a business development company (NASDAQ: TCPC), today announced its financial results for the fourth quarter and year ended December 31,
2024 and filed its Form 10-K with the U.S. Securities and Exchange Commission.
FINANCIAL HIGHLIGHTS
| • | On
a GAAP basis, net investment income for the quarter ended December 31, 2024 was $33.8
million, or $0.40 per share on a diluted basis, which exceeded the regular dividend of $0.34
per share paid on December 31, 2024. Excluding amortization of purchase discount recorded
in connection with the Merger(1), adjusted net investment income(1)
for the quarter ended December 31, 2024 was $30.8 million, or $0.36 per share on a diluted
basis. Adjusted net investment income(1) for the year ended December 31,
2024 was $121.5 million, or $1.52 per share on a diluted basis. |
| • | Net
asset value per share was $9.23 as of December 31, 2024 compared to $10.11 as of September 30,
2024. |
| • | Net
decrease in net assets from operations on a GAAP basis for the quarter ended December 31,
2024 was $38.6 million, or $0.45 per share, compared to a $21.6 million, or $0.25 per share,
net decrease in net assets from operations for the quarter ended September 30, 2024. |
| • | Total
acquisitions during the quarter ended December 31, 2024 were approximately $120.7 million
and total investment dispositions were $168.6 million during the three months ended December 31,
2024. |
| • | As
of December 31, 2024, net leverage was 1.14x compared to 1.08x at September 30,
2024. |
| • | As
of December 31, 2024, debt investments on non-accrual status represented 5.6% of the
portfolio at fair value and 14.4% at cost, compared to 3.8% of the portfolio at fair value
and 9.3% at cost as of September 30, 2024. |
| • | On
February 25, 2025, the Adviser voluntarily agreed to waive one-third of its base management
fee with respect to the Company for three calendar quarters beginning on January 1, 2025
and ending on September 30, 2025. |
| • | On
February 27, 2025, our Board of Directors declared a first quarter dividend of $0.25
per share and a special dividend of $0.04 per share, both payable on March 31, 2025 to stockholders
of record as of the close of business on March 17, 2025.
The Company intends to declare a special dividend of at least $0.02 per share of common stock
in each of the second and third quarters of 2025, subject to Board approval. |
“We delivered adjusted net investment
income of $1.52 per share in 2024, reflecting higher non-accruals as well as the impact of lower base rates and higher expenses. While
the vast majority of our portfolio continued to perform well, we are working closely with our borrowers and sponsors to resolve the portfolio
issues that impacted our results in recent quarters.
TCPC’s new management team remains
optimistic about our future prospects and is confident we have the right plan in place to effectively navigate the challenges presented
during 2024 and to return the portfolio performance to historical levels, said Phil Tseng, Chairman and CEO of BlackRock TCP Capital
Corp.
Given our recent performance, our board
declared a regular dividend of $0.25 per share for the first quarter 2025, which we believe is a sustainable level. In addition, our
board declared a $0.04 special dividend for the first quarter. We intend to declare a special dividend of at least $0.02 in each of the
second and third quarters of 2025, subject to Board approval. We appreciate our shareholders’ support and have taken additional
steps to further align our interests,” Tseng concluded.
SELECTED FINANCIAL HIGHLIGHTS(1)
|
Year
ended December 31, |
|
|
2024 |
|
|
2023 |
|
|
Amount |
|
|
Per
Share |
|
|
Amount |
|
|
Per
Share |
|
Net investment income |
$ |
131,757,870 |
|
|
|
1.65 |
|
|
$ |
106,556,758 |
|
|
|
1.84 |
|
Less: Purchase accounting
discount amortization |
|
10,303,754 |
|
|
|
0.13 |
|
|
|
— |
|
|
|
— |
|
Adjusted net investment income |
$ |
121,454,116 |
|
|
|
1.52 |
|
|
$ |
106,556,758 |
|
|
|
1.84 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net realized and unrealized gain
(loss) |
$ |
(194,895,042 |
) |
|
|
(2.45 |
) |
|
$ |
(68,082,326 |
) |
|
|
(1.18 |
) |
Less: Realized gain
(loss) due to the allocation of purchase discount |
|
9,798,978 |
|
|
|
0.12 |
|
|
|
— |
|
|
|
— |
|
Less: Net change
in unrealized appreciation (depreciation) due to the allocation of purchase discount |
|
1,784,116 |
|
|
|
0.02 |
|
|
|
— |
|
|
|
— |
|
Adjusted net realized and unrealized
gain (loss) |
$ |
(206,478,136 |
) |
|
|
(2.59 |
) |
|
$ |
(68,082,326 |
) |
|
|
(1.18 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in net assets
resulting from operations |
$ |
(63,137,172 |
) |
|
|
(0.79 |
) |
|
$ |
38,474,432 |
|
|
|
0.67 |
|
Less: Purchase accounting
discount amortization |
|
10,303,754 |
|
|
|
0.13 |
|
|
|
— |
|
|
|
— |
|
Less: Realized gain
(loss) due to the allocation of purchase discount |
|
9,798,978 |
|
|
|
0.12 |
|
|
|
— |
|
|
|
— |
|
Less: Net change
in unrealized appreciation (depreciation) due to the allocation of purchase discount |
|
1,784,116 |
|
|
|
0.02 |
|
|
|
— |
|
|
|
— |
|
Adjusted net increase (decrease)
in assets resulting from operations |
$ |
(85,024,020 |
) |
|
|
(1.06 |
) |
|
$ |
38,474,432 |
|
|
|
0.67 |
|
(1) On March 18, 2024, the Company completed
its previously announced merger with BlackRock Capital Investment Corporation (“Merger”). The Merger has been accounted for
as an asset acquisition of BlackRock Capital Investment Corporation (“BCIC”) by the Company in accordance with the asset acquisition
method of accounting as detailed in ASC 805-50 (“ASC 805”), Business Combinations-Related Issues. The Company determined
the fair value of the shares of the Company’s common stock that were issued to former BCIC shareholders pursuant to the Merger Agreement
plus transaction costs to be the consideration paid in connection with the Merger under ASC 805. The consideration paid to BCIC shareholders
was less than the aggregate fair values of the BCIC assets acquired and liabilities assumed, which resulted in a purchase discount (the
“purchase discount”). The consideration paid was allocated to the individual BCIC assets acquired and liabilities assumed
based on the relative fair values of net identifiable assets acquired other than “non-qualifying” assets and liabilities
(for example, cash) and did not give rise to goodwill. As a result, the purchase discount was allocated to the cost basis of the BCIC
investments acquired by the Company on a pro-rata basis based on their relative fair values as of the effective time of the Merger. Immediately
following the Merger, the investments were marked to their respective fair values in
accordance with ASC 820 which resulted in immediate
recognition of net unrealized appreciation in the Consolidated Statement of Operations as a result of the Merger. The purchase discount
allocated to the BCIC debt investments acquired will amortize over the remaining life of each respective debt investment through interest
income, with a corresponding adjustment recorded to unrealized appreciation or depreciation on such investment acquired through its ultimate
disposition. The purchase discount allocated to BCIC equity investments acquired will not amortize over the life of such investments
through interest income and, assuming no subsequent change to the fair value of the equity investments acquired and disposition of such
equity investments at fair value, the Company may recognize a realized gain or loss with a corresponding reversal of the unrealized appreciation
on disposition of such equity investments acquired.
As a supplement to the Company’s reported
GAAP financial measures, we have provided the following non-GAAP financial measures that we believe are useful:
| • | “Adjusted
net investment income” – excludes the amortization of purchase accounting discount
from net investment income calculated in accordance with GAAP; |
| • | “Adjusted
net realized and unrealized gain (loss)” – excludes the unrealized appreciation
resulting from the purchase discount and the corresponding reversal of the unrealized appreciation
from the amortization of the purchase discount from the determination of net realized and
unrealized gain (loss) determined in accordance with GAAP; and |
| • | “Adjusted
net increase (decrease) in net assets resulting from operations” – calculates
net increase (decrease) in net assets resulting from operations based on Adjusted net investment
income and Adjusted net realized and unrealized gain (loss). |
We believe that the adjustment to exclude
the full effect of purchase discount accounting under ASC 805 from these financial measures is meaningful because of the potential impact
on the comparability of these financial measures that we and investors use to assess our financial condition and results of operations
period over period. Although these non-GAAP financial measures are intended to enhance investors’ understanding of our business
and performance, these non-GAAP financial measures should not be considered an alternative to GAAP. The aforementioned non-GAAP financial
measures may not be comparable to similar non-GAAP financial measures used by other companies.
PORTFOLIO AND INVESTMENT ACTIVITY
As of December 31, 2024, our consolidated
investment portfolio consisted of debt and equity positions in 154 portfolio companies with a total fair value of approximately $1.8
billion, of which 91.2% was in senior secured debt. 83.6% of the total portfolio was first lien. Equity positions, which include equity
interests in diversified portfolios of debt, represented approximately 8.5% of the portfolio. 94.5% of our debt investments were floating
rate, 97.5% of which had interest rate floors.
As of December 31, 2024, the weighted
average annual effective yield of our debt portfolio was approximately 12.4%(1) and the weighted average annual effective
yield of our total portfolio was approximately 11.1%, compared with 13.4% and 11.9%, respectively, as of September 30, 2024. Debt
investments in twelve portfolio companies were on non-accrual status as of December 31, 2024, representing 5.6% of the consolidated
portfolio at fair value and 14.4% at cost.
During the three months ended December 31,
2024, we invested approximately $120.7 million, primarily in 9 investments, comprised of 9 new and 9 existing portfolio companies. Of
these investments, $119.3 million, or 98.8% of total acquisitions, were in senior secured loans. The remaining $1.4 million, or 1.2%
of total acquisitions, were comprised of equity investments. Additionally, we received approximately $168.6 million in proceeds from
sales or repayments of investments during the three months ended December 31, 2024. New investments during the quarter had a weighted
average effective yield of 10.8%. Investments we exited had a weighted average effective yield of 14.0%.
As of December 31, 2024, total assets
were $1.9 billion, net assets were $785.1 million and net asset value per share was $9.23, as compared to $2.0 billion, $865.6 million,
and $10.11 per share, respectively, as of September 30, 2024.
(1) Weighted average annual effective
yield includes amortization of deferred debt origination and accretion of original issue discount, but excludes market discount and any
prepayment and make-whole fee income. The weighted average effective yield on our debt portfolio excludes non-accrual
and non-income producing loans.
CONSOLIDATED
RESULTS OF OPERATIONS
Total investment income for the three months
ended December 31, 2024 was approximately $61.2 million, or $0.72 per share. Investment income for the three months ended December 31,
2024 included $0.06 per share from prepayment premiums and related accelerated original issue discount
and exit fee amortization, $0.04 per share from recurring portfolio investment original issue discount and exit fee amortization, $0.08
per share from interest income paid in kind and $0.03 per share in dividend income. This reflects our policy of recording interest
income, adjusted for amortization of portfolio investment premiums and discounts, on an accrual basis. Origination, structuring, closing,
commitment, and similar upfront fees received in connection with the outlay of capital are generally amortized into interest income over
the life of the respective debt investment.
Total operating expenses for the three
months ended December 31, 2024 were approximately $26.9 million, or $0.32 per share, including interest and other debt expenses
of $18.0 million, or $0.21 per share. As of December 31, 2024, the Company’s cumulative total return did not exceed the total return
hurdle, and as a result, no incentive compensation was accrued for the three months ended December 31, 2024. Excluding interest and other
debt expenses, annualized third quarter expenses were 4.2% of average net assets.
Net investment income for the three months
ended December 31, 2024 was approximately $33.8 million, or $0.40 per share. Net realized losses for the three months ended December 31,
2024 were $0.0 million, or $0.00 per share. Net unrealized losses for the three months ended December 31,
2024 were $72.3 million, or $0.85 per share. Net unrealized losses for the three months ended December 31, 2024 primarily reflects
a $50.3 million unrealized loss on our investment in Razor, a $7.3 million unrealized loss on our investment in Securus, a $6.5 million
unrealized loss on our investment in Astra, a $4.9 million unrealized loss on our investment in Homerenew Buyer, a $4.1 million unrealized
loss on our investment in Pluralsight, a $3.1 million unrealized loss on our investment in Fishbowl and a $3.0 million unrealized loss
on our investment in InMoment, partially offset by a $14.8 million reversals of previous unrealized losses of
our investment in SellerX. Net decrease in net assets resulting from operations for the three months ended December 31, 2024 was
$38.6 million, or $0.45 per share.
LIQUIDITY AND CAPITAL RESOURCES
As of December 31, 2024, available
liquidity was approximately $615.3 million, comprised of approximately $519.3 million in available capacity under our leverage program,
$91.6 million in cash and cash equivalents and $4.5 million in receivable for investments sold, offset by $0.1 million in payable for
investments purchased.
The combined weighted-average interest
rate on debt outstanding at December 31, 2024 was 5.19%.
Total debt outstanding at December 31,
2024, including debt assumed as a result of the Merger, was as follows:
|
|
Maturity |
|
Rate |
|
|
Carrying
Value (1) |
|
|
Available |
|
|
Total
Capacity |
|
Operating Facility |
|
2029 |
|
SOFR+2.00% |
(2) |
|
$ |
120,670,788 |
|
|
$ |
179,329,212 |
|
|
$ |
300,000,000 |
(3) |
Funding Facility II |
|
2027 |
|
SOFR+2.05% |
(4) |
|
|
75,000,000 |
|
|
|
125,000,000 |
|
|
|
200,000,000 |
(5) |
Merger Sub Facility(6) |
|
2028 |
|
SOFR+2.00% |
(7) |
|
|
60,000,000 |
|
|
|
205,000,000 |
|
|
|
265,000,000 |
(8) |
SBA Debentures |
|
2025−2031 |
|
2.45% |
(9) |
|
|
131,500,000 |
|
|
|
10,000,000 |
|
|
|
141,500,000 |
|
2025 Notes ($92 million par)(6) |
|
2025 |
|
Fixed/Variable |
(10) |
|
|
92,000,000 |
|
|
|
— |
|
|
|
92,000,000 |
|
2026 Notes ($325 million par) |
|
2026 |
|
2.85% |
|
|
|
325,398,402 |
|
|
|
— |
|
|
|
325,398,402 |
|
2029 Notes ($325 million par) |
|
2029 |
|
6.95% |
|
|
|
321,745,636 |
|
|
|
— |
|
|
|
321,745,636 |
|
Total leverage |
|
|
|
|
|
|
|
1,126,314,826 |
|
|
$ |
519,329,212 |
|
|
$ |
1,645,644,038 |
|
Unamortized issuance costs |
|
|
|
|
|
|
|
(7,974,601 |
) |
|
|
|
|
|
|
Debt, net of unamortized issuance
costs |
|
|
|
|
|
|
$ |
1,118,340,225 |
|
|
|
|
|
|
|
| (1) | Except
for the 2026 Notes and 2029 Notes, all carrying values are the same as the principal amounts
outstanding. |
| (2) | As
of December 31, 2024, $113.0 million of the outstanding amount was subject to a SOFR
credit adjustment of 0.10%. $7.7 million of the outstanding amount bore interest at a rate
of EURIBOR + 2.00%. |
| (3) | Operating
Facility includes a $100.0 million accordion which allows for expansion of the facility to
up to $400.0 million subject to consent from the lender and other customary conditions. |
| (4) | Subject
to certain funding requirements and a SOFR credit adjustment of 0.15%. |
| (5) | Funding
Facility II includes a $50.0 million accordion which allows for expansion of the facility
to up to $250.0 million subject to consent from the lender and other customary conditions. |
| (6) | Debt
assumed by the Company as a result of the Merger with BCIC. |
| (7) | The
applicable margin for SOFR-based borrowings could be either 1.75% or 2.00% depending on a
ratio of the borrowing base to certain committed indebtedness, and is also subject to a credit
spread adjustment of 0.10%. If Merger Sub elects to borrow based on the alternate base rate,
the applicable margin could be either 0.75% or 1.00% depending on a ratio of the borrowing
base to certain committed indebtedness. |
| (8) | Merger
Sub Facility includes a $60.0 million accordion which allows for expansion of the facility
to up to $325.0 million subject to consent from the lender and other customary conditions. |
| (9) | Weighted-average
interest rate, excluding fees of 0.35% or 0.36%. |
| (10) | The
2025 Notes consist of two tranches: $35.0 million aggregate principal amount with a fixed
interest rate of 6.85% and $57.0 million aggregate principal amount bearing interest at a
rate equal to SOFR plus 3.14%. |
On February 27, 2024, the Board of Directors
approved a new dividend reinvestment plan (the “DRIP”) for the Company. The DRIP was effective as of, and will apply to the
reinvestment of cash distributions with a record date after March 18, 2024. Under the DRIP, shareholders will automatically receive cash
dividends and distributions unless they “opt in” to the DRIP and elect to have their dividends and distributions reinvested
in additional shares of the Company’s common stock. Notwithstanding the foregoing, the former shareholders of BCIC that participated
in the BCIC dividend reinvestment plan at the time of the Merger have been automatically enrolled in the Company’s DRIP and will
have their shares reinvested in additional shares of the Company’s common stock on future distributions, unless they “opt
out” of the DRIP. For the three months ended December 31, 2024, approximately $2.3 million of cash distributions were reinvested
for electing Participants through purchase of shares in the open market in accordance with the terms of the DRIP.
The Company Repurchase Plan was re-approved
on April 24, 2024, to be in effect through the earlier of April 30, 2025, 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 year ended December 31,
2024:
|
|
Shares
Repurchased |
|
|
Price
Per Share* |
|
|
Total
Cost |
|
Company
Repurchase Plan |
|
|
510,687 |
|
|
$ |
8.86 |
|
|
$ |
4,524,639 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RECENT DEVELOPMENTS
On
February 25, 2025, the Adviser voluntarily agreed to waive one-third of its base management fee with respect to the Company for three
calendar quarters beginning on January 1, 2025 and ending on September 30, 2025.
On February 27, 2025, our Board of Directors
declared a first quarter regular dividend of $0.25 per share and a special dividend of $0.04 per
share, both payable on March 31, 2025 to stockholders of record as of the close of business on March 17, 2025.
The Company intends to declare a special dividend of at least $0.02 per share of common stock in each of the second and third quarters
of 2025, subject to Board approval.
CONFERENCE CALL AND WEBCAST
BlackRock TCP Capital Corp. will host a
conference call on Thursday February 27, 2025 at 1:00 p.m. Eastern Time (10:00 a.m. Pacific Time)
to discuss its financial results. All interested parties are invited to participate in the conference call by dialing (833) 470-1428;
international callers should dial (404) 975-4839. All participants should reference the access code 840439. For a slide presentation
that we intend to refer to on the earnings conference call, please visit the Investor Relations section of our website (www.tcpcapital.com)
and click on the Fourth Quarter 2024 Investor Presentation under Events and Presentations. The conference call will be webcast simultaneously
in the investor relations section of our website at http://investors.tcpcapital.com/. An archived replay of the call will be available
approximately two hours after the live call, through Wednesday, March 6, 2025. For the replay, please visit https://investors.tcpcapital.com/events-and-presentations
or dial (866) 813-9403. For international replay, please dial (929) 458-6194. For all replays, please reference access code 715819.
BlackRock TCP Capital Corp.
Consolidated Statements of Assets and
Liabilities
|
|
December 31,
2024 |
|
|
December 31,
2023 |
|
Assets |
|
|
|
|
|
|
Investments, at
fair value: |
|
|
|
|
|
|
Non-controlled,
non-affiliated investments (cost of $1,737,804,418 and $1,389,865,889, respectively) |
|
$ |
1,565,603,755 |
|
|
$ |
1,317,691,543 |
|
Non-controlled,
affiliated investments (cost of $59,606,472 and $63,188,613, respectively) |
|
|
49,444,693 |
|
|
|
65,422,375 |
|
Controlled investments
(cost of $221,803,172 and $198,335,511, respectively) |
|
|
179,709,888 |
|
|
|
171,827,192 |
|
Total investments
(cost of $2,019,214,062 and $1,651,390,013, respectively) |
|
|
1,794,758,336 |
|
|
|
1,554,941,110 |
|
Cash and cash
equivalents |
|
|
91,589,702 |
|
|
|
112,241,946 |
|
Interest, dividends
and fees receivable |
|
|
22,784,825 |
|
|
|
25,650,684 |
|
Deferred debt
issuance costs |
|
|
6,235,009 |
|
|
|
3,671,727 |
|
Receivable for
investments sold |
|
|
4,487,697 |
|
|
|
— |
|
Due from broker |
|
|
817,969 |
|
|
|
— |
|
Prepaid expenses
and other assets |
|
|
2,357,825 |
|
|
|
2,266,886 |
|
Total assets |
|
|
1,923,031,363 |
|
|
|
1,698,772,353 |
|
Liabilities |
|
|
|
|
|
|
Debt (net of deferred
issuance costs of $7,974,601 and $3,355,221, respectively) |
|
|
1,118,340,225 |
|
|
|
985,200,609 |
|
Interest and debt
related payables |
|
|
8,306,126 |
|
|
|
10,407,570 |
|
Management fees
payable |
|
|
5,750,971 |
|
|
|
5,690,105 |
|
Reimbursements
due to the Advisor |
|
|
932,224 |
|
|
|
844,664 |
|
Interest Rate
Swap, at fair value |
|
|
731,830 |
|
|
|
— |
|
Payable for investments
purchased |
|
|
99,494 |
|
|
|
960,000 |
|
Incentive fees
payable |
|
|
— |
|
|
|
5,347,711 |
|
Accrued expenses
and other liabilities |
|
|
3,746,826 |
|
|
|
2,720,148 |
|
Total liabilities |
|
|
1,137,907,696 |
|
|
|
1,011,170,807 |
|
Net assets |
|
$ |
785,123,667 |
|
|
$ |
687,601,546 |
|
Composition of net assets applicable
to common shareholders |
|
|
|
|
|
|
Common stock,
$0.001 par value; 200,000,000 shares authorized, 85,080,447 and 57,767,264 shares issued and outstanding as of December 31,
2024 and December 31, 2023, respectively |
|
$ |
85,080 |
|
|
$ |
57,767 |
|
Paid-in capital
in excess of par |
|
|
1,611,236,587 |
|
|
|
967,643,255 |
|
Distributable
earnings (loss) |
|
|
(826,198,000 |
) |
|
|
(280,099,476 |
) |
Total net assets |
|
|
785,123,667 |
|
|
|
687,601,546 |
|
Total liabilities
and net assets |
|
$ |
1,923,031,363 |
|
|
$ |
1,698,772,353 |
|
Net assets
per share |
|
$ |
9.23 |
|
|
$ |
11.90 |
|
BlackRock TCP Capital Corp.
Consolidated Statements of Operations
|
|
Year
Ended December 31, |
|
|
|
2024 |
|
|
2023 |
|
|
2022 |
|
Investment
income |
|
|
|
|
|
|
|
|
|
Interest income
(excluding PIK): |
|
|
|
|
|
|
|
|
|
Non-controlled,
non-affiliated investments |
|
$ |
223,638,775 |
|
|
$ |
183,528,944 |
|
|
$ |
157,012,042 |
|
Non-controlled,
affiliated investments |
|
|
1,475,521 |
|
|
|
1,046,044 |
|
|
|
148,805 |
|
Controlled investments |
|
|
10,469,100 |
|
|
|
10,061,227 |
|
|
|
7,710,565 |
|
PIK interest income: |
|
|
|
|
|
|
|
|
|
Non-controlled,
non-affiliated investments |
|
|
14,084,097 |
|
|
|
9,422,286 |
|
|
|
7,899,134 |
|
Non-controlled,
affiliated investments |
|
|
89,620 |
|
|
|
410,074 |
|
|
|
— |
|
Controlled investments |
|
|
1,653,364 |
|
|
|
651,700 |
|
|
|
— |
|
Dividend income: |
|
|
|
|
|
|
|
|
|
Non-controlled,
non-affiliated investments |
|
|
1,549,846 |
|
|
|
1,133,826 |
|
|
|
1,017,828 |
|
Non-controlled,
affiliated investments |
|
|
3,725,827 |
|
|
|
2,652,918 |
|
|
|
2,357,066 |
|
Controlled investments |
|
|
2,606,160 |
|
|
|
— |
|
|
|
3,794,889 |
|
Other income: |
|
|
|
|
|
|
|
|
|
Non-controlled,
non-affiliated investments |
|
|
145,080 |
|
|
|
376,214 |
|
|
|
881,611 |
|
Non-controlled,
affiliated investments |
|
|
— |
|
|
|
45,650 |
|
|
|
180,520 |
|
Total investment
income |
|
|
259,437,390 |
|
|
|
209,328,883 |
|
|
|
181,002,459 |
|
Operating expenses |
|
|
|
|
|
|
|
|
|
Interest and other
debt expenses |
|
|
72,164,042 |
|
|
|
47,810,740 |
|
|
|
39,358,896 |
|
Management fees |
|
|
24,541,027 |
|
|
|
24,020,766 |
|
|
|
26,259,584 |
|
Incentive fees |
|
|
19,236,336 |
|
|
|
22,602,949 |
|
|
|
18,759,613 |
|
Professional fees |
|
|
3,196,682 |
|
|
|
2,173,123 |
|
|
|
1,767,652 |
|
Administrative
expenses |
|
|
2,389,479 |
|
|
|
1,532,284 |
|
|
|
1,760,905 |
|
Director fees |
|
|
821,219 |
|
|
|
936,819 |
|
|
|
1,090,654 |
|
Insurance expense |
|
|
783,631 |
|
|
|
558,020 |
|
|
|
638,006 |
|
Custody fees |
|
|
380,582 |
|
|
|
365,107 |
|
|
|
339,886 |
|
Other operating
expenses |
|
|
3,643,968 |
|
|
|
2,525,002 |
|
|
|
2,589,090 |
|
Total operating
expenses |
|
|
127,156,966 |
|
|
|
102,524,810 |
|
|
|
92,564,286 |
|
Net investment
income before taxes |
|
|
132,280,424 |
|
|
|
106,804,073 |
|
|
|
88,438,173 |
|
Excise tax expense |
|
|
522,554 |
|
|
|
247,315 |
|
|
|
— |
|
Net investment
income |
|
|
131,757,870 |
|
|
|
106,556,758 |
|
|
|
88,438,173 |
|
Realized and
unrealized gain (loss) on investments and foreign currency |
|
|
|
|
|
|
|
|
|
Net realized gain
(loss): |
|
|
|
|
|
|
|
|
|
Non-controlled,
non-affiliated investments |
|
|
(54,300,808 |
) |
|
|
(31,648,232 |
) |
|
|
(29,278,589 |
) |
Non-controlled,
affiliated investments |
|
|
(12,810,138 |
) |
|
|
— |
|
|
|
11,172,439 |
|
Controlled investments |
|
|
— |
|
|
|
— |
|
|
|
(124,801 |
) |
Net realized gain
(loss) |
|
|
(67,110,946 |
) |
|
|
(31,648,232 |
) |
|
|
(18,230,951 |
) |
Net change in
unrealized appreciation
(depreciation) (1): |
|
|
|
|
|
|
|
|
|
Non-controlled,
non-affiliated investments |
|
|
(99,794,086 |
) |
|
|
(2,036,190 |
) |
|
|
(72,517,792 |
) |
Non-controlled,
affiliated investments |
|
|
(12,395,543 |
) |
|
|
(28,656,798 |
) |
|
|
(27,307,855 |
) |
Controlled investments |
|
|
(15,584,976 |
) |
|
|
(5,741,106 |
) |
|
|
20,393,093 |
|
Interest Rate
Swap |
|
|
(9,491 |
) |
|
|
— |
|
|
|
— |
|
Net change in
unrealized appreciation (depreciation) |
|
|
(127,784,096 |
) |
|
|
(36,434,094 |
) |
|
|
(79,432,554 |
) |
Net realized and
unrealized gain (loss) |
|
|
(194,895,042 |
) |
|
|
(68,082,326 |
) |
|
|
(97,663,505 |
) |
Net increase (decrease)
in net assets resulting
from operations |
|
$ |
(63,137,172 |
) |
|
$ |
38,474,432 |
|
|
$ |
(9,225,332 |
) |
Basic and diluted
earnings (loss) per share |
|
$ |
(0.79 |
) |
|
$ |
0.67 |
|
|
$ |
(0.16 |
) |
Basic and diluted
weighted average common
shares outstanding |
|
|
79,670,868 |
|
|
|
57,767,264 |
|
|
|
57,767,264 |
|
(1) Includes $21,347,357 change in unrealized appreciation from
application of Merger accounting under ASC 805 for the twelve months ended December 31, 2024.
ABOUT BLACKROCK TCP CAPITAL CORP.
BlackRock TCP Capital Corp. (NASDAQ: TCPC)
is a specialty finance company focused on direct lending to middle-market companies as well as small businesses. TCPC lends primarily
to companies with established market positions, strong regional or national operations, differentiated products and services and sustainable
competitive advantages, investing across industries in which it has significant knowledge and expertise. TCPC’s investment objective
is to achieve high total returns through current income and capital appreciation, with an emphasis on principal protection. TCPC is a
publicly-traded business development company, or BDC, regulated under the Investment Company Act of 1940 and is externally managed by
its advisor, a wholly-owned, indirect subsidiary of BlackRock, Inc. For more information, visit www.tcpcapital.com.
FORWARD-LOOKING STATEMENTS
Prospective investors considering an investment
in BlackRock TCP Capital Corp. should consider the investment objectives, risks and expenses of the company carefully before investing.
This information and other information about the company are available in the company’s filings with the Securities and Exchange
Commission (“SEC”). Copies are available on the SEC’s website at www.sec.gov and the company’s website at www.tcpcapital.com.
Prospective investors should read these materials carefully before investing.
This press release may contain forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on estimates,
projections, beliefs and assumptions of management of the company at the time of such statements and are not guarantees of future performance.
Forward-looking statements involve risks and uncertainties in predicting future results and conditions. Actual results could differ materially
from those projected in these forward-looking statements due to a variety of factors, including, without limitation, changes in general
economic conditions or changes in the conditions of the industries in which the company makes investments, risks associated with the
availability and terms of financing, changes in interest rates, availability of transactions, and regulatory changes. Certain factors
that could cause actual results to differ materially from those contained in the forward-looking statements are included in the “Risk
Factors” section of the company’s Form 10-K for the year ended December 31, 2023, and the company’s subsequent periodic
filings with the SEC. Certain factors could cause actual results and conditions to differ materially from those projected, including
the uncertainties associated with (i) the ability to realize the anticipated benefits of the Merger, including the expected accretion
to net investment income and the elimination or reduction of certain expenses and costs due to the Merger; (ii) risks related to diverting
management’s attention from ongoing business operations; (iii) risks related to the retention of the personnel of TCPC’s
advisor; (iv) changes in the economy, financial markets and political environment, including the impacts of inflation and rising interest
rates; (v) risks associated with possible disruption in the operations of TCPC or the economy generally due to terrorism, war or other
geopolitical conflict (including the current conflict between Russia and Ukraine and the conflict in the Middle East), natural disasters
or public health crises and epidemics; (vi) future changes in laws or regulations (including the interpretation of these laws and regulations
by regulatory authorities); (vii) conditions in TCPC’s operating areas, particularly with respect to business development companies
or regulated investment companies; and (viii) other considerations that may be disclosed from time to time in TCPC’s publicly disseminated
documents and filings. Copies are available on the SEC’s website at www.sec.gov and the Company’s website at www.tcpcapital.com.
Forward-looking statements are made as of the date of this press release and are subject to change without notice. The Company has no
duty and does not undertake any obligation to update or revise any forward-looking statements based on the occurrence of future events,
the receipt of new information, or otherwise.
SOURCE:
BlackRock TCP Capital Corp.
CONTACT
BlackRock TCP Capital Corp.
Michaela Murray
(310) 566-1094
investor.relations@tcpcapital.com
v3.25.0.1
Document And Entity Information
|
Feb. 27, 2025 |
Document Information Line Items |
|
Entity Central Index Key |
0001370755
|
Document Type |
8-K
|
Document Period End Date |
Feb. 27, 2025
|
Entity Registrant Name |
BlackRock
TCP Capital Corp.
|
Entity Incorporation, State or Country Code |
DE
|
Entity File Number |
814-00899
|
Entity Tax Identification Number |
56-2594706
|
Entity Address, Address Line One |
2951 28th Street, Suite 1000
|
Entity Address, City or Town |
Santa Monica
|
Entity Address, State or Province |
CA
|
Entity Address, Postal Zip Code |
90405
|
City Area Code |
(310)
|
Local Phone Number |
566-1000
|
Entity Information, Former Legal or Registered Name |
Not Applicable
|
Written Communications |
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Soliciting Material |
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Pre-commencement Issuer Tender Offer |
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Trading Symbol |
TCPC
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Security Exchange Name |
NASDAQ
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BlackRock TCP Capital (NASDAQ:TCPC)
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