TCPC 10-Q Quarterly Report March 31, 2020 | Alphaminr
BlackRock TCP Capital Corp.

TCPC 10-Q Quarter ended March 31, 2020

BLACKROCK TCP CAPITAL CORP.
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10-Q 1 tcpc331202010-q.htm 10-Q Document
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 March 31, 2020
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 if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act: Yes x No ¨

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 May 11, 2020 was 57,766,912.






BLACKROCK TCP CAPITAL CORP.

FORM 10-Q

FOR THE THREE MONTHS ENDED MARCH 31, 2020

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





1






BlackRock TCP Capital Corp.

Consolidated Statements of Assets and Liabilities
March 31, 2020
December 31, 2019
(unaudited)
Assets
Investments, at fair value:
Companies less than 5% owned (cost of $1,550,870,770 and $1,483,508,500, respectively)
$
1,468,734,301

$
1,474,318,011

Companies 5% to 25% owned (cost of $76,568,077 and $70,112,667, respectively)
63,901,597

75,880,291

Companies more than 25% owned (cost of $134,870,172 and $135,655,840, respectively)
93,282,976

99,308,593

Total investments (cost of $1,762,309,019 and $1,689,277,007, respectively)
1,625,918,874

1,649,506,895

Cash and cash equivalents
8,574,859

44,848,539

Accrued interest income:
Companies less than 5% owned
17,329,567

16,937,339

Companies 5% to 25% owned
729,805

665,165

Companies more than 25% owned
349,945

305,721

Deferred debt issuance costs
5,073,471

5,476,382

Receivable for investments sold
510,570

1,316,667

Prepaid expenses and other assets
4,917,342

3,012,488

Total assets
1,663,404,433

1,722,069,196

Liabilities
Debt, net of unamortized issuance costs of $7,217,414 and $7,711,684, respectively
965,458,014

907,802,387

Management and advisory fees payable
5,930,289

5,429,075

Payable for investments purchased
4,825,000

13,057,446

Interest payable
4,424,813

10,837,121

Payable to the Advisor
1,344,290

1,591,651

Incentive compensation payable

4,753,671

Accrued expenses and other liabilities
1,838,116

2,279,459

Total liabilities
983,820,522

945,750,810

Commitments and contingencies (Note 5)
Net assets
$
679,583,911

$
776,318,386

Composition of net assets
Common stock, $0.001 par value; 200,000,000 shares authorized, 57,766,912 and 58,766,426 shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively
$
57,767

$
58,766

Paid-in capital in excess of par
991,283,210

997,379,362

Distributable earnings (loss)
(311,757,066
)
(221,119,742
)
Net assets
$
679,583,911

$
776,318,386

Net assets per share
$
11.76

$
13.21


See accompanying notes to the consolidated financial statements.

2





BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Unaudited)

March 31, 2020

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
%
7.25
%
5/31/2024
$
5,127,551

$
5,062,492

$
4,691,321

0.28
%
N
Unanet, Inc.
First Lien Term Loan
LIBOR(M)

6.25
%
7.25
%
5/31/2024
$
19,897,959

19,719,334

18,763,776

1.15
%
N
Unanet, Inc.
Sr Secured Revolver
LIBOR(M)

6.25
%
7.25
%
5/31/2024
$
2,448,980

2,428,534

2,309,388

0.14
%
K/N

27,210,360

25,764,485

1.57
%
Airlines



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

7.50
%
9.26
%
2/1/2022
$
741,844

738,535

737,393

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

7.50
%
9.26
%
2/1/2022
$
866,823

862,956

861,622

0.05
%
N
Mesa Air Group, Inc.
Junior Loan Agreement (N904FJ)
LIBOR(Q)

7.50
%
9.26
%
2/1/2022
$
976,276

971,922

970,419

0.06
%
N
Mesa Air Group, Inc.
Junior Loan Agreement (N905FJ)
LIBOR(Q)

7.50
%
9.26
%
2/1/2022
$
712,097

708,921

707,825

0.04
%
N
Mesa Air Group, Inc.
Junior Loan Agreement (N906FJ)
LIBOR(Q)

7.50
%
9.26
%
5/1/2022
$
763,101

759,247

758,523

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

7.50
%
9.26
%
5/1/2022
$
795,798

791,779

791,023

0.05
%
N
Mesa Air Group, Inc.
Junior Loan Agreement (N908FJ)
LIBOR(Q)

7.50
%
9.26
%
5/1/2022
$
1,172,238

1,166,318

1,165,205

0.07
%
N
Mesa Air Group, Inc.
Junior Loan Agreement (N909FJ)
LIBOR(Q)

7.50
%
9.26
%
8/1/2022
$
554,752

551,836

551,423

0.03
%
N
Mesa Air Group, Inc.
Junior Loan Agreement (N910FJ)
LIBOR(Q)

7.50
%
9.26
%
8/1/2022
$
530,051

527,266

526,871

0.03
%
N
Mesa Airlines, Inc.
Aircraft Acquisition Incremental Loan
LIBOR(Q)
2.00
%
5.00
%
7.00
%
9/27/2023
$
2,478,113

2,450,730

2,366,598

0.14
%
N
Mesa Airlines, Inc.
Aircraft Acquisition Loan
LIBOR(Q)
2.00
%
5.00
%
7.00
%
6/5/2023
$
20,134,665

19,926,465

19,349,413

1.18
%
N
One Sky Flight, LLC
First Lien Term Loan
LIBOR(M)
1.00
%
7.50
%
8.50
%
12/27/2024
$
19,750,000

19,469,804

19,335,250

1.18
%
N










48,925,779

48,121,565

2.93
%

Automobiles


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

9.69
%
1/1/2022
$
38,966,342

38,882,813

36,823,193

2.25
%
N
Autoalert, LLC
First Lien Term Loan
LIBOR(M)
0.25
%
5.75% Cash+3.00% PIK

9.69
%
1/1/2022
$
15,420,901

15,342,948

14,572,751

0.89
%
N
DealerFX, Inc.
First Lien Term Loan
LIBOR(Q)
1.00
%
6.25% Cash+2.00% PIK

9.75
%
2/1/2023
$
16,225,890

16,025,364

16,160,986

0.99
%
N










70,251,125

67,556,930

4.13
%

Building Products



Dodge Data & Analytics, LLC
First Lien Delayed Draw Term Loan
LIBOR(Q)
1.00
%
7.00
%
8.50
%
5/1/2020
$
864,616

864,450

852,511

0.05
%
N
Dodge Data & Analytics, LLC
First Lien Term Loan
LIBOR(Q)
1.00
%
7.00
%
8.50
%
5/1/2020
$
34,974,960

34,968,028

34,485,310

2.11
%
N










35,832,478

35,337,821

2.16
%

Capital Markets


HighTower Holding, LLC
Second Lien Term Loan
LIBOR(M)
1.00
%
8.75
%
9.75
%
1/31/2026
$
15,080,645

14,746,553

14,503,056

0.89
%
N
HighTower Holding, LLC
Second Lien Delayed Draw Term Loan
LIBOR(M)
1.00
%
8.75
%
9.75
%
1/31/2026
$
6,169,355

6,064,200

5,933,069

0.36
%
N
Pico Quantitative Trading, LLC
First Lien Term Loan (1.0% Exit Fee)
LIBOR(Q)
1.50
%
7.25
%
8.75
%
2/7/2025
$
21,791,007

20,850,269

20,592,502

1.26
%
L










41,661,022

41,028,627

2.51
%

Chemicals



AGY Holding Corp.
Second Lien Notes
Fixed

11.00
%
11.00
%
11/15/2020
$
11,481,428

8,778,822

218,147

0.01
%
B/C/E/N
AGY Holding Corp.
Delayed Draw Term Loan
Fixed

12.00
%
12.00
%
9/15/2020
$
1,147,915

1,147,915

1,147,915

0.07
%
B/N
AGY Holding Corp.
Sr Secured Term Loan
Fixed

12.00
%
12.00
%
9/15/2020
$
5,328,009

5,328,009

5,328,009

0.33
%
B/N
AGY Holding Corp.
Delayed Draw Term Loan A
Fixed

12.00
%
12.00
%
9/15/2020
$
1,191,316

1,144,606

1,191,318

0.07
%
B/N
AGY Holding Corp.
Sr Secured Term Loan A1
Fixed

12.00
%
12.00
%
9/15/2020
$
249,123

224,211

249,123

0.02
%
B/N
16,623,563

8,134,512

0.50
%

3





BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Unaudited) (Continued)

March 31, 2020


Issuer
Instrument
Ref
Floor
Spread
Total Coupon
Maturity
Principal
Cost
Fair
Value
% of Total
Cash and
Investments
Notes
Debt Investments (continued)
Commercial Services and Supplies
Kellermeyer Bergensons Services, LLC
First Lien Delayed Draw Term Loan B
LIBOR(M)
1.00
%
6.50
%
7.50
%
11/7/2026
$

$

$
(115,686
)
(0.01
)%
K/N
Kellermeyer Bergensons Services, LLC
First Lien Term Loan
LIBOR(Q)
1.00
%
6.50
%
8.24
%
11/7/2026
$
6,519,608

6,460,124

6,134,951

0.38
%
N
Kellermeyer Bergensons Services, LLC
First Lien Delayed Draw Term Loan A
LIBOR(Q)
1.00
%
6.50
%
8.33
%
11/7/2026
$
1,434,314

1,420,607

1,349,689

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

5.50
%
7.00
%
9/17/2023
$
7,220,080

7,121,555

6,880,737

0.42
%
N
Team Software, Inc.
First Lien Revolver
LIBOR(Q)

5.50
%
7.00
%
9/17/2023
$
3,160,089

3,122,778

2,995,062

0.18
%
N
Team Software, Inc.
First Lien Term Loan
LIBOR(Q)

5.50
%
7.00
%
9/17/2023
$
13,167,038

13,022,266

12,548,187

0.77
%
N








31,147,330

29,792,940

1.82
%

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
$
1,252,632

1,252,632

1,252,632

0.08
%
L/N
Avanti Communications Jersey Limited
1.5 Lien Term Loan (2.5% Exit Fee)
Fixed

12.50
%
12.50
%
5/24/2021
$
291,730

249,246

291,730

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

1,044,328

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

2,664,831

0.16
%
C/E/G/H/N

7,157,683

5,253,521

0.32
%
Construction and Engineering



Hylan Datacom & Electrical, LLC
First Lien Incremental Term Loan
LIBOR(Q)
1.00
%
9.50
%
11.11
%
7/25/2021
$
2,568,367

2,539,629

1,669,182

0.10
%
N
Hylan Datacom & Electrical, LLC
First Lien Term Loan (3.15% Exit Fee)
LIBOR(Q)
1.00
%
9.50
%
11.11
%
7/25/2021
$
14,208,421

14,149,294

9,234,053

0.56
%
L/N









16,688,923

10,903,235

0.66
%

Construction Materials


Brannan Sand and Gravel Company, LLC
First Lien Term Loan
LIBOR(Q)

5.25
%
6.75
%
7/3/2023
$
6,561,998

6,497,633

6,617,775

0.40
%
N













Consumer Finance



Auto Trakk SPV, LLC
First Lien Delayed Draw Term Loan
LIBOR(M)
0.50
%
6.50
%
7.20
%
12/21/2021
$
23,971,792

23,822,888

23,971,792

1.46
%
N
Barri Financial Group, LL
First Lien Term Loan
LIBOR(M)
1.00
%
7.75
%
8.82
%
10/23/2024
$
19,225,745

18,776,612

18,322,135

1.12
%
N
Open Lending, LLC
First Lien Term Loan
LIBOR(M)
1.00
%
6.50
%
7.50
%
3/11/2027
$
5,000,000

4,825,000

4,850,000

0.30
%
N

47,424,500

47,143,927

2.88
%
Diversified Consumer Services



Edmentum, Inc.
Jr Revolving Facility
Fixed

5.00
%
5.00
%
6/9/2020
$
5,498,865

5,498,865

5,498,865

0.34
%
B/N
Edmentum, Inc.
First Lien Term Loan B
Fixed

8.50
%
8.50
%
6/9/2021
$
10,792,686

9,801,903

10,792,686

0.66
%
B/N
Edmentum, Inc.
Second Lien Term Loan
Fixed

7.00% PIK

7.00
%
12/8/2021
$
8,429,803

8,429,803

8,429,803

0.52
%
B/N
Edmentum Ultimate Holdings, LLC
Jr PIK Notes
Fixed

10.00% PIK

10.00
%
6/9/2020
$
18,059,291

18,029,203

11,292,474

0.69
%
B/N
Edmentum Ultimate Holdings, LLC
Sr PIK Notes
Fixed

8.50% PIK

8.50
%
6/9/2020
$
3,755,736

3,755,736

3,755,736

0.23
%
B/N
Educationcity Limited (Edmentum)
Sr Unsecured Promissory Note
Fixed

10.00
%
10.00
%
8/31/2020
$
3,707,423

3,677,040

3,707,423

0.23
%
N
Spark Networks, Inc.
Sr Secured Revolver
LIBOR(Q)
1.50
%
8.00
%
9.50
%
7/1/2023
$

(28,700
)
(32,490
)

K/N
Spark Networks, Inc.
First Lien Term Loan
LIBOR(Q)
1.50
%
8.00
%
9.50
%
7/1/2023
$
22,330,697

21,662,773

21,591,551

1.32
%
N









70,826,623

65,036,048

3.99
%
















4





BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Unaudited) (Continued)

March 31, 2020


Issuer
Instrument
Ref
Floor
Spread
Total Coupon
Maturity
Principal
Cost
Fair
Value
% of Total
Cash and
Investments
Notes
Debt Investments (continued)
Diversified Financial Services
36th Street Capital Partners Holdings, LLC
Senior Note
Fixed

12.00
%
12.00
%
11/1/2020
$
40,834,419

$
40,834,418

$
40,834,419

2.50
%
E/F/N
Aretec Group, Inc. (Cetera)
Second Lien Term Loan
LIBOR(M)

8.25
%
9.24
%
10/1/2026
$
27,105,263

26,851,602

20,328,947

1.24
%
G/N
Credit Suisse AG (Cayman Islands)
Asset-Backed Credit Linked Notes
LIBOR(Q)

9.50
%
11.50
%
4/12/2025
$
38,000,000

38,000,000

31,692,000

1.94
%
H/I/N
GC Agile Holdings Limited (Apex) (England)
First Lien Delayed Term Loan B
LIBOR(M)
1.00
%
7.00
%
8.25
%
6/15/2025
$
18,931,720

18,591,397

18,360,659

1.12
%
H/N
GC Agile Holdings Limited (Apex) (England)
First Lien Term Loan A
LIBOR(M)
1.00
%
7.00
%
8.25
%
6/15/2025
$
822,864

808,526

795,216

0.05
%
H/N
RSB-160, LLC (Lat20)
First Lien Delayed Draw Term Loan
LIBOR(M)
1.00
%
6.00
%
7.00
%
7/20/2022
$
2,333,333

2,302,395

2,366,000

0.14
%
N












127,388,338

114,377,241

6.99
%

Diversified Telecommunication Services





American Broadband Holding Company
First Lien Term Loan
LIBOR(Q)
1.25
%
7.25
%
8.70
%
10/25/2022
$
14,941,671

14,720,283

15,031,321

0.91
%
N
American Broadband Holding Company
First Lien Incremental Term Loan
LIBOR(Q)
1.25
%
7.25
%
8.70
%
10/25/2022
$
1,244,358

1,244,358

1,251,824

0.08
%
N
ECI Macola/Max Holding, LLC
Second Lien Term Loan
LIBOR(Q)
1.00
%
8.00
%
9.45
%
9/29/2025
$
24,840,563

24,664,685

23,673,057

1.45
%
N
Aventiv Technologies, Inc. (Securus)
Second Lien Term Loan
LIBOR(M)
1.00
%
8.25
%
9.25
%
11/1/2025
$
25,846,154

25,653,114

13,569,231

0.83
%
N
TPC Intermediate Holdings, LLC
First Lien Delayed Draw Term Loan
LIBOR(Q)
1.00
%
6.00
%
7.45
%
5/15/2023
$
797,559

786,465

781,687

0.05
%
N
TPC Intermediate Holdings, LLC
First Lien Incremental Delayed Draw Term Loan
LIBOR(Q)
1.00
%
6.00
%
7.45
%
5/15/2020
$
788,529

786,516

774,729

0.05
%
N
TPC Intermediate Holdings, LLC
First Lien Incremental Delayed Draw Term Loan A
LIBOR(M)
1.00
%
6.00
%
7.00
%
10/31/2020
$


(71,755
)

K/N
Telarix, Inc.
First Lien Term Loan
LIBOR(M)
1.00
%
6.00
%
7.00
%
11/19/2023
$
7,425,000

7,334,608

7,119,833

0.44
%
N
Telarix, Inc.
Sr Secured Revolver
LIBOR(M)
1.00
%
6.00
%
7.00
%
11/19/2023
$
357,143

353,176

342,464

0.02
%
N












75,543,205

62,472,391

3.83
%

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

1,479,533

0.09
%
F/H/N
Kawa Solar Holdings Limited (Conergy) (Cayman Islands)
Bank Guarantee Credit Facility
Fixed


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

6,578,877

3,289,438

0.20
%
C/F/H/N
Kawa Solar Holdings Limited (Conergy) (Cayman Islands)
Revolving Credit Facility
Fixed


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

8,668,850

2,129,936

0.13
%
C/F/H/N
Utilidata, Inc.
First Lien Delayed Draw Term Loan (4.5% Exit Fee)
LIBOR(Q)

9.88
%
11.38
%
7/1/2020
$
793,398

789,077

715,407

0.04
%
L/N












17,810,611

7,614,314

0.46
%

Electrical Equipment





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

6.25
%
7.75
%
5/22/2023
$
507,510

500,859

487,261

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

6.25
%
7.75
%
5/22/2023
$
8,413,638

8,302,037

8,077,934

0.49
%
N












8,802,896

8,565,195

0.52
%

Energy Equipment and Services




GlassPoint Solar, Inc.
First Lien Term Loan (4.0% Exit Fee)
LIBOR(Q)
1.50
%
8.50
%
10.00
%
8/31/2021
$
4,167,831

4,145,797

4,158,661

0.25
%
L/N
GlassPoint Solar, Inc.
First Lien Term Loan (5.0% Exit Fee)
LIBOR(Q)
1.06
%
11.44
%
12.94
%
8/31/2021
$
2,276,123

2,190,099

2,222,407

0.14
%
L/N
Sphera Solutions, Inc. (Diamondback)
First Lien FILO Term Loan B
LIBOR(Q)
2.00
%
8.81
%
10.31
%
6/14/2022
$
23,555,164

23,204,354

22,989,840

1.41
%
N












29,540,250

29,370,908

1.80
%














































5





BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Unaudited) (Continued)

March 31, 2020


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






Health Care Technology
CAREATC, Inc.
First Lien Term Loan
LIBOR(M)
1.00
%
7.25
%
8.25
%
3/14/2024
$
8,502,033

$
8,358,936

$
8,221,466

0.50
%
N
CAREATC, Inc.
Sr Secured Revolver
LIBOR(M)
1.00
%
7.25
%
8.47
%
3/14/2024
$
607,288

597,654

587,248

0.04
%
K/N
Patient Point Network Solutions, LLC
Sr Secured Revolver
PRIME

6.50
%
9.75
%
6/26/2022
$
440,474

437,894

428,582

0.03
%
N
Patient Point Network Solutions, LLC
First Lien Incremental Term Loan
LIBOR(Q)
1.00
%
7.50
%
8.95
%
6/26/2022
$
1,222,894

1,213,925

1,189,876

0.07
%
N
Patient Point Network Solutions, LLC
First Lien Term Loan
LIBOR(Q)
1.00
%
7.50
%
8.95
%
6/26/2022
$
6,344,935

6,307,776

6,173,622

0.38
%
N
Sandata Technologies, LLC
First Lien Term Loan
LIBOR(Q)
1.00
%
6.00
%
7.50
%
7/23/2024
$
20,250,000

19,975,035

18,994,500

1.16
%
N
Sandata Technologies, LLC
Sr Secured Revolver
LIBOR(M)
1.00
%
6.00
%
7.00
%
7/23/2024
$
2,250,000

2,220,849

2,110,500

0.13
%
K/N












39,112,069

37,705,794

2.31
%

Hotels, Restaurants and Leisure




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

2.80% Cash+8.45% PIK

11.25
%
1/26/2022
$
24,981,214

24,701,568

21,496,335

1.32
%
N
Pegasus Business Intelligence, LP (Onyx Centersource)
First Lien Incremental Term Loan
LIBOR(Q)
1.00
%
6.25
%
7.71
%
12/20/2021
$
5,663,543

5,663,543

5,043,385

0.31
%
N
Pegasus Business Intelligence, LP (Onyx Centersource)
First Lien Term Loan
LIBOR(Q)
1.00
%
6.25
%
8.20
%
12/20/2021
$
13,546,938

13,495,185

12,063,549

0.74
%
N
Pegasus Business Intelligence, LP (Onyx Centersource)
Revolver
LIBOR(Q)
1.00
%
6.25
%
8.21
%
12/20/2021
$
671,356

668,989

597,842

0.04
%
K/N
VSS-Southern Holdings, LLC (Southern Theatres)
First Lien Term Loan
LIBOR(Q)
1.00
%
4.50% Cash+2.00% PIK

7.95
%
3/31/2022
$
2,395,992

2,375,761

2,242,649

0.14
%
N
VSS-Southern Holdings, LLC (Southern Theatres)
First Lien Incremental Term Loan
LIBOR(Q)
1.00
%
4.50% Cash+2.00% PIK

7.95
%
3/31/2022
$
142,889

142,000

133,744

0.01
%
N
VSS-Southern Holdings, LLC (Southern Theatres)
First Lien Incremental Term Loan
LIBOR(Q)
1.00
%
6.50
%
7.95
%
3/31/2022
$
550,909

550,909

515,651

0.03
%
N
VSS-Southern Holdings, LLC (Southern Theatres)
Sr Secured Revolver
LIBOR(Q)
1.00
%
4.50% Cash+2.00% PIK

7.95
%
3/31/2022
$
1,027,397

1,021,439

961,644

0.06
%
K/N












48,619,394

43,054,799

2.65
%

Insurance





2-10 Holdco, Inc.
First Lien Term Loan
LIBOR(M)
1.00
%
6.25
%
7.25
%
10/31/2024
$
4,526,042

4,453,012

4,368,988

0.27
%
N
2-10 Holdco, Inc.
Sr Secured Revolver
LIBOR(M)
1.00
%
6.25
%
7.25
%
10/31/2024
$

(6,377
)
(14,458
)

K/N
AmeriLife Holdings, LLC
Second Lien Term Loan
LIBOR(M)
1.00
%
8.50
%
9.50
%
3/18/2028
$
14,636,031

14,343,685

14,343,310

0.88
%
N
Higginbotham Insurance Agency, Inc.
Second Lien Term Loan
LIBOR(M)
1.00
%
7.50
%
8.50
%
12/19/2025
$
28,000,000

27,806,105

26,460,000

1.62
%
N
IAS Investco, Inc.
First Lien Delayed Draw Term Loan A
LIBOR(Q)
1.00
%
5.50
%
7.10
%
1/24/2021
$
5,245,714

5,228,521

5,196,405

0.32
%
N
IAS Investco, Inc.
First Lien Delayed Draw Term Loan B
LIBOR(M)
1.00
%
5.50
%
6.50
%
1/24/2021
$
1,692,857

1,688,306

1,676,944

0.10
%
N
IAS Investco, Inc.
First Lien Incremental Term Loan
LIBOR(M)
1.00
%
5.50
%
6.50
%
1/24/2021
$
5,935,629

5,922,605

5,879,834

0.36
%
N
IAS Investco, Inc.
First Lien Term Loan
LIBOR(Q)
1.00
%
5.50
%
7.10
%
1/24/2021
$
3,879,054

3,866,313

3,842,591

0.24
%
N












63,302,170

61,753,614

3.79
%




















Internet Software and Services





Acquia Inc.
First Lien Term Loan
LIBOR(Q)
1.00
%
7.00
%
8.58
%
11/1/2025
$
16,648,997

16,332,788

15,500,216

0.95
%
N
Acquia Inc.
Sr Secured Revolver
LIBOR(M)
1.00
%
7.00
%
8.00
%
11/1/2025
$

(33,594
)
(124,462
)
(0.01
)%
K/N
Domo, Inc.
First Lien Delayed Draw Term Loan (7.0% Exit Fee)
LIBOR(Q)
1.50
%
5.63% Cash+2.50% PIK

9.63
%
10/1/2022
$
52,457,612

52,243,816

52,431,219

3.21
%
L/N
FinancialForce.com, Inc.
First Lien Delayed Draw Term Loan (3.0% Exit Fee)
LIBOR(Q)
2.75
%
6.75
%
9.50
%
2/1/2024
$
28,000,000

27,550,190

28,308,000

1.73
%
L/N
Foursquare Labs, Inc.
First Lien Term Loan (5.0% Exit Fee)
LIBOR(Q)
2.19
%
7.25
%
9.44
%
10/1/2022
$
33,750,000

33,473,792

33,918,750

2.08
%
L/N
InMobi, Inc. (Singapore)
First Lien Delayed Draw Term Loan
LIBOR(Q)

8.25
%
9.63
%
5/22/2023
$
30,906,865

30,745,904

30,906,865

1.89
%
H/N
Persado, Inc.
First Lien Delayed Term Loan (4.25% Exit Fee)
LIBOR(Q)
1.80
%
7.00
%
8.80
%
2/1/2025
$
10,538,494

10,403,930

10,468,237

0.64
%
L/N
Quartz Holding Company (Quick Base)
Second Lien Term Loan
LIBOR(M)

8.00
%
8.86
%
4/2/2027
$
9,903,019

9,715,185

9,754,474

0.60
%
N
ResearchGate GmBH (Germany)
First Lien Term Loan
EURIBOR(M)

8.25
%
8.55
%
5/22/2023
6,714,000

7,893,464

7,091,830

0.43
%
D/H/L/N
188,325,475

188,255,129

11.52
%

6





BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Unaudited) (Continued)

March 31, 2020


Issuer
Instrument
Ref
Floor
Spread
Total Coupon
Maturity
Principal
Cost
Fair
Value
% of Total
Cash and
Investments
Notes
Debt Investments (continued)
Internet and Catalog Retail
Live Auctioneers LLC
First Lien Last Out B-2 Term Loan
LIBOR(M)
1.00
%
6.76
%
7.83
%
5/20/2025
$
13,925,285

$
13,672,271

$
13,229,021

0.81
%
N
IT Services
Apptio, Inc.
First Lien Term Loan
LIBOR(M)
1.00
%
7.25
%
8.25
%
1/10/2025
$
11,812,993

11,605,658

11,269,595

0.69
%
N
Apptio, Inc.
Sr Secured Revolver
LIBOR(M)
1.00
%
7.25
%
8.25
%
1/10/2025
$

(12,267
)
(35,385
)

K/N
Donuts Inc.
First Lien Revolver
LIBOR(M)
1.00
%
6.25
%
7.37
%
9/17/2023
$
608,276

586,267

586,345

0.04
%
N
Donuts Inc.
First Lien Term Loan
LIBOR(M)
1.00
%
6.25
%
7.32
%
9/17/2023
$
10,883,276

10,641,943

10,652,550

0.65
%
N
Web.com Group Inc.
Second Lien Term Loan
LIBOR(M)

7.75
%
8.95
%
10/11/2026
$
21,466,800

21,228,480

16,600,920

1.02
%
G/J
Xactly Corporation
First Lien Incremental Term Loan B
LIBOR(M)
1.00
%
7.25
%
8.25
%
7/31/2022
$
4,996,644

4,920,427

4,896,711

0.30
%
N
Xactly Corporation
First Lien Incremental Term Loan
LIBOR(M)
1.00
%
7.25
%
8.25
%
7/31/2022
$
2,726,918

2,695,367

2,672,380

0.16
%
N
Xactly Corporation
First Lien Term Loan
LIBOR(M)
1.00
%
7.25
%
8.25
%
7/31/2022
$
16,397,517

16,227,000

16,069,567

0.98
%
N
Xactly Corporation
Sr Secured Revolver
LIBOR(M)
1.00
%
7.25
%
8.25
%
7/31/2022
$

(13,173
)
(28,110
)

K/N

67,879,702

62,684,573

3.84
%
Leisure Products





Blue Star Sports Holdings, Inc.
First Lien Delayed Draw Term Loan
LIBOR(Q)
1.00
%
5.75
%
7.63
%
6/15/2024
$
55,556

54,729

50,511


N
Blue Star Sports Holdings, Inc.
First Lien Revolver
LIBOR(M)
1.00
%
5.75
%
6.75
%
6/15/2024
$
111,111

108,671

95,978

0.01
%
N
Blue Star Sports Holdings, Inc.
First Lien Term Loan
LIBOR(M)
1.00
%
5.75
%
6.82
%
6/15/2024
$
1,504,611

1,481,487

1,367,992

0.08
%
N
Machine Zone, Inc.
First Lien Term Loan (10.0% Exit Fee)
LIBOR(Q)
1.00
%
13.50
%
15.16
%
2/1/2021
$
5,715,838

5,689,916

5,612,953

0.34
%
L/N

7,334,803

7,127,434

0.43
%
Media





Bisnow, LLC
First Lien Revolver
LIBOR(Q)

7.50
%
8.95
%
9/21/2022
$

(9,330
)
(41,400
)

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

7.50
%
8.95
%
9/21/2022
$
10,449,384

10,349,000

10,088,880

0.62
%
N
Khoros, LLC (Lithium)
Sr Secured Revolver
LIBOR(M)
1.00
%
8.00
%
9.00
%
10/3/2022
$

(23,861
)
(75,368
)

K/N
Khoros, LLC (Lithium)
First Lien Incremental Term Loan
LIBOR(M)
1.00
%
8.00
%
9.00
%
10/3/2022
$
7,131,905

7,027,393

6,860,893

0.42
%
N
Khoros, LLC (Lithium)
First Lien Term Loan
LIBOR(M)
1.00
%
8.00
%
9.00
%
10/3/2022
$
20,884,731

20,642,106

20,091,111

1.23
%
N
NEP II, Inc.
Second Lien Term Loan
LIBOR(Q)

7.00
%
8.45
%
10/19/2026
$
25,000,000

24,759,843

12,812,500

0.78
%
G
Quora, Inc.
First Lien Term Loan (4.0% Exit Fee)
Fixed

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

12,543,121

12,709,103

0.78
%
L/N












75,288,272

62,445,719

3.83
%

Metal and Mining





Neenah Foundry Company
First Lien Term Loan B
LIBOR(Q)

6.50
%
7.76
%
12/13/2022
$
4,875,310

4,843,543

4,265,896

0.26
%
N






Oil, Gas and Consumable Fuels
Iracore International, Inc.
First Lien Term Loan
LIBOR(M)
1.00
%
9.00
%
10.00
%
4/13/2021
$
1,635,903

1,635,902

1,635,903

0.10
%
B/N
Personal Products
Olaplex, Inc.
Sr Secured Revolver
LIBOR(M)
1.00
%
6.50
%
7.50
%
1/8/2025
$
1,340,000

1,314,356

1,247,540

0.08
%
N
Olaplex, Inc.
First Lien Term Loan
LIBOR(M)
1.00
%
6.50
%
7.50
%
1/8/2026
$
13,660,000

13,398,537

12,717,460

0.78
%
N












14,712,893

13,965,000

0.86
%

Pharmaceuticals




Cambrex Corporation
Second Lien Term Loan
LIBOR(M)
1.00
%
9.00
%
10.00
%
12/4/2027
$
15,441,176

15,143,538

13,125,000

0.80
%
N
P&L Development, LLC
First Lien Term Loan
LIBOR(Q)
2.00
%
7.50
%
9.50
%
6/28/2024
$
8,623,333

8,432,764

8,278,400

0.51
%
G/N
23,576,302

21,403,400

1.31
%


7





BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Unaudited) (Continued)

March 31, 2020


Issuer
Instrument
Ref
Floor
Spread
Total Coupon
Maturity
Principal
Cost
Fair
Value
% of Total
Cash and
Investments
Notes
Debt Investments (continued)
Professional Services
Applause App Quality, Inc.
First Lien Term Loan
LIBOR(Q)
1.00
%
5.00
%
6.81
%
9/20/2022
$
20,772,306

$
20,541,653

$
20,356,860

1.24
%
N
Applause App Quality, Inc.
Sr Secured Revolver
LIBOR(Q)
1.00
%
5.00
%
6.81
%
9/20/2022
$

(14,980
)
(30,196
)

K/N
CIBT Solutions, Inc.
Second Lien Term Loan
LIBOR(Q)
1.00
%
7.75
%
9.20
%
6/1/2025
$
7,611,914

7,553,720

5,328,340

0.33
%
G/N
Discoverorg, LLC
Second Lien Term Loan
LIBOR(Q)
1.00
%
8.50
%
10.08
%
2/1/2027
$
15,000,000

14,814,437

13,650,000

0.84
%
G/N
Dude Solutions Holdings, Inc.
Sr Secured Revolver
LIBOR(M)
1.00
%
7.00
%
8.07
%
6/13/2025
$
588,772

545,351

487,209

0.03
%
K/N
Dude Solutions Holdings, Inc.
First Lien Term Loan
LIBOR(M)
1.00
%
7.00
%
8.07
%
6/13/2025
$
16,927,201

16,577,841

16,148,550

0.99
%
N
Dude Solutions Holdings, Inc.
First Lien Incremental Term Loan
LIBOR(M)
1.00
%
7.00
%
8.07
%
6/13/2025
$
2,233,091

2,183,170

2,130,368

0.13
%
N
iCIMS, Inc.
Sr Secured Revolver
LIBOR(M)
1.00
%
6.50
%
7.50
%
9/12/2024
$

(7,292
)
(19,433
)

K/N
iCIMS, Inc.
First Lien Term Loan
LIBOR(M)
1.00
%
6.50
%
7.50
%
9/12/2024
$
9,482,016

9,322,135

9,106,836

0.56
%
N
Institutional Shareholder Services, Inc.
Second Lien Term Loan
LIBOR(M)

8.50
%
9.57
%
3/5/2027
$
5,820,856

5,659,794

4,511,164

0.28
%
N
RigUp, Inc.
First Delayed Draw Term Loan (3.5% Exit Fee)
LIBOR(Q)
1.50
%
7.00
%
8.50
%
3/1/2024
$
19,333,333

18,758,439

18,753,333

1.15
%
L/N












95,934,268

90,423,031

5.55
%

Real Estate Management and Development





Florida East Coast Industries, LLC
First Lien Term Loan B
LIBOR(M)

6.75
%
7.67
%
12/13/2021
$
2,310,027

2,282,306

2,188,058

0.13
%
N
Florida East Coast Industries, LLC
First Lien Incremental Lien Term Loan B
LIBOR(M)

6.75
%
7.67
%
12/13/2021
$
872,116

866,435

826,068

0.05
%
N
Space Midco, Inc. (Archibus)
First Lien Term Loan
LIBOR(M)

6.25
%
6.88
%
12/5/2023
$
4,444,444

4,375,654

4,160,000

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

6.25
%
7.25
%
12/5/2023
$
277,778

273,672

260,000

0.02
%
K/N

7,798,067

7,434,126

0.45
%
Road and Rail





GlobalTranz Enterprises LLC
Second Lien Term Loan
LIBOR(M)
1.00
%
8.25
%
9.25
%
5/15/2027
$
19,382,324

19,019,738

17,269,651

1.06
%
N

Software





Certify, Inc.
First Lien Delayed Draw Term Loan
LIBOR(M)
1.00
%
5.75
%
6.75
%
2/28/2024
$
2,125,754

2,080,618

2,022,761

0.12
%
N
Certify, Inc.
First Lien Term Loan
LIBOR(M)
1.00
%
5.75
%
6.75
%
2/28/2024
$
23,383,293

23,299,187

22,628,012

1.38
%
N
Certify, Inc.
Sr Secured Revolver
LIBOR(M)
1.00
%
5.75
%
6.75
%
2/28/2024
$
159,432

143,621

125,101

0.01
%
N
JAMF Holdings, Inc.
First Lien Incremental Term Loan
LIBOR(Q)
1.00
%
7.00
%
8.70
%
11/13/2022
$
3,606,829

3,567,399

3,570,039

0.22
%
N
JAMF Holdings, Inc.
First Lien Term Loan
LIBOR(Q)
1.00
%
7.00
%
8.70
%
11/13/2022
$
14,160,797

13,993,233

14,016,357

0.86
%
N
JAMF Holdings, Inc.
Sr Secured Revolver
LIBOR(Q)
1.00
%
7.00
%
8.70
%
11/13/2022
$

(13,110
)
(12,383
)

K/N
Marketlive, LLC (Kibo)
First Lien Term Loan
LIBOR(M)
1.00
%
8.00
%
9.08
%
12/18/2020
$
5,063,792

4,996,869

4,825,794

0.30
%
N
Rhode Holdings, Inc. (Kaseya)
First Lien Delayed Draw Term Loan
LIBOR(Q)
1.00
%
7.00
%
8.91
%
5/3/2025
$
224,974

195,553

149,113

0.01
%
N
Rhode Holdings, Inc. (Kaseya)
First Lien Term Loan
LIBOR(Q)
1.00
%
5.50% Cash+1.00% PIK

8.91
%
5/3/2025
$
14,399,654

14,148,558

13,766,069

0.83
%
N
Rhode Holdings, Inc. (Kaseya)
Sr Secured Revolver
LIBOR(M)
1.00
%
6.50
%
7.50
%
5/3/2025
$
1,194,139

1,173,466

1,141,066

0.07
%
N
Rhode Holdings, Inc. (Kaseya)
First Lien Incremental Delayed Draw Term Loan
LIBOR(M)
1.00
%
6.50
%
7.50
%
5/3/2025
$

(14,061
)
(35,872
)

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

8.91
%
5/3/2025
$
1,223,592

1,202,464

1,169,754

0.07
%
N
Snow Software AB
First Lien Term Loan
LIBOR(Q)
2.00
%
6.50
%
8.50
%
4/17/2024
$
10,373,317

10,195,940

10,236,389

0.63
%
N
Snow Software AB
First Lien Incremental Term Loan
LIBOR(Q)
2.00
%
6.50
%
8.50
%
4/17/2024
$
11,543,865

11,326,462

11,391,486

0.70
%
N
Snow Software AB
Sr Secured Revolver
LIBOR(Q)
2.00
%
6.50
%
8.50
%
4/17/2024
$
4,360,548

4,289,518

4,302,989

0.26
%
N
Winshuttle, LLC
First Lien FILO Term Loan
LIBOR(M)
1.00
%
8.42
%
9.42
%
8/9/2024
$
13,972,844

13,629,530

13,106,528

0.80
%
N
104,215,247

102,403,203

6.26
%
Specialty Retail
USR Parent, Inc. (Staples)
First Lien FILO Term Loan
LIBOR(Q)
1.00
%
8.84
%
10.46
%
9/12/2022
$
6,132,194

6,047,422

6,187,383

0.38
%
N
Technology Hardware, Storage and Peripherals
Pulse Secure, LLC
Sr Secured Revolver
LIBOR(M)
1.00
%
7.00
%
8.00
%
5/1/2022
$

(8,437
)
(11,411
)

K/N
Pulse Secure, LLC
First Lien Term Loan
LIBOR(Q)
1.00
%
7.00
%
8.61
%
5/1/2022
$
11,082,466

11,008,729

10,988,265

0.66
%
N
TierPoint, LLC
Second Lien Term Loan
LIBOR(Q)
1.00
%
7.25
%
9.50
%
5/5/2025
$
2,322,000

2,302,698

2,275,560

0.14
%
13,302,990

13,252,414

0.80
%

8





BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Unaudited) (Continued)

March 31, 2020


Issuer
Instrument
Ref
Floor
Spread
Total Coupon
Maturity/Expiration
Principal/Shares
Cost
Fair
Value
% of Total
Cash and
Investments
Notes
Debt Investments (continued)
Textiles, Apparel and Luxury Goods
Kenneth Cole Productions, Inc.
First Lien FILO Term Loan
LIBOR(Q)
1.00
%
7.75
%
9.38
%
12/28/2023
$
18,857,986

$
18,750,498

$
18,876,844

1.15
%
N
PSEB, LLC (Eddie Bauer)
First Lien FILO II Term Loan
PRIME

7.25
%
10.50
%
10/12/2023
$
10,793,402

10,563,596

10,771,815

0.66
%
N
PSEB, LLC (Eddie Bauer)
First Lien Term Loan
LIBOR(Q)
1.50
%
8.00
%
9.50
%
10/12/2023
$
39,305,971

38,478,947

40,013,478

2.44
%
N
WH Buyer, LLC (Anne Klein)
First Lien Term Loan
LIBOR(Q)
1.50
%
7.76
%
8.25
%
7/16/2025
$
27,664,640

27,400,966

26,115,420

1.60
%
N
WH Buyer, LLC (Anne Klein)
First Lien Incremental Term Loan
LIBOR(Q)
1.50
%
7.76
%
9.26
%
7/16/2025
$
5,307,692

5,255,062

5,010,462

0.31
%
100,449,069

100,788,019

6.16
%
Thrifts and Mortgage Finance
Greystone Select Holdings, LLC
First Lien Term Loan
LIBOR(M)
1.00
%
8.00
%
9.15
%
4/17/2024
$
24,764,798

24,626,784

25,012,446

1.53
%
N
Home Partners of America, Inc.
First Lien Term Loan
LIBOR(Q)
1.00
%
6.25
%
7.85
%
10/13/2022
$
2,857,143

2,829,339

2,820,000

0.17
%
N
27,456,123

27,832,446

1.70
%
Tobacco Related
Juul Labs, Inc.
First Lien Term Loan
LIBOR(Q)
1.50
%
8.00% Cash+1.50% PIK

11.25
%
8/2/2023
$
26,354,167

26,126,494

25,827,083

1.58
%
N
Total Debt Investments - 224.0% of Net Assets
1,627,984,533

1,522,035,073

93.12
%
Equity Securities
Airlines
Epic Aero, Inc (One Sky)
Common Stock

1,842

855,313

3,714,085

0.24
%
C/N
United N659UA-767, LLC (N659UA)
Trust Beneficial Interests

683

2,105,126

2,025,233

0.12
%
E/F/N





2,960,439

5,739,318

0.36
%

Capital Markets
Pico Quantitative Trading, LLC
Warrants to Purchase Membership Units (144A)
2/7/2030
287

645,121

634,065

0.04
%
C/E/N

Chemicals
AGY Holding Corp.
Common Stock
1,333,527




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

1,091,200



B/C/E/N





1,091,200




Communications Equipment
Avanti Communications Group, PLC (United Kingdom)
Common Stock
26,576,710

4,902,674

3,301


C/D/H/N











Diversified Consumer Services
Edmentum Ultimate Holdings, LLC
Class A Common Units
159,515

680,226

16


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

1



B/C/E/N




680,227

16















Diversified Financial Services
36th Street Capital Partners Holdings, LLC
Membership Units
22,199,416

22,199,416

27,887,607

1.72
%
E/F/N
Conventional Lending TCP Holdings, LLC
Membership Units

15,769,948

15,769,948

14,192,953

0.87
%
E/F/I/N
GACP I, LP (Great American Capital)
Membership Units

1,757,364

1,757,364

2,774,710

0.17
%
E/I/N
GACP II, LP (Great American Capital)
Membership Units
20,338,470

20,338,470

21,172,740

1.30
%
E/I/N

60,065,198

66,028,010

4.06
%

9





BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Unaudited) (Continued)

March 31, 2020


Issuer
Instrument
Expiration
Shares
Cost
Fair
Value
% of Total
Cash and
Investments
Notes
Equity Securities (continued)
Diversified Telecommunication Services
V Telecom Investment S.C.A. (Vivacom) (Luxembourg)
Common Shares

1,393

$
3,236,256

$
662,497

0.04
%
C/D/E/H/N












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

52,000


C/E/N




10,445,018

52,000



Electrical Equipment
TCFI Amteck Holdings, LLC
Series A Preferred Units
8,020,824

7,511,391

7,459,366

0.47
%
C/N
TCFI Amteck Holdings, LLC
Common Units
362,513

395,336

206,632

0.01
%
C/N
7,906,727

7,665,998

0.48
%

Electronic Equipment, Instruments and Components
Soraa, Inc.
Warrants to Purchase Preferred Stock
8/29/2024
3,071,860

478,899


0.01
%
C/E/N












Energy Equipment and Services
GlassPoint Solar, Inc.
Warrants to Purchase Series E Preferred Stock
2/7/2027
2,448,000

754,005

107,200

0.01
%
C/E/N
Internet Software and Services
Domo, Inc.
Warrants to Purchase Class B Common Stock
6/28/2021
62,247

511,349

108,061

0.01
%
C/E/N
FinancialForce.com, Inc.
Warrants to Purchase Series C Preferred Stock
1/30/2029
840,000

287,985

247,600

0.02
%
C/E/N
Foursquare Labs, Inc.
Warrants to Purchase Series E Preferred Stock
5/4/2027
1,687,500

297,361

992,250

0.06
%
C/E/N
InMobi, Inc. (Singapore)
Warrants to Purchase Common Stock
8/15/2027
1,327,869

212,360

83,361

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

278,852

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

333,107

0.02
%
C/E/H/N
ResearchGate Corporation (Germany)
Warrants to Purchase Series D Preferred Stock
10/30/2029
333,370

202,001

140,000

0.01
%
C/D/E/H/N
Snaplogic, Inc.
Warrants to Purchase Series Preferred Stock
3/19/2028
1,860,000

377,722

4,900,000

0.31
%
C/E/N





2,258,677

7,083,231

0.46
%

IT Services
Fidelis (SVC), LLC
Preferred Units
657,932

2,001,384

45,271


C/E/N











Life Sciences Tools and Services
Envigo RMS Holdings Corp.
Common Stock
36,413


439,869

0.03
%
C/E/N












10





BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Unaudited) (Continued)

March 31, 2020


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

$
6,172,630

0.38
%
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

288,567

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

291,430

0.02
%
B/C/E/N
Quora, Inc.
Warrants to Purchase Series D Preferred Stock
4/11/2029
507,704

65,245

59,401


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

6,857,171

0.42
%

Oil, Gas and Consumable Fuels










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

4,177,710

3,901,552

0.24
%
B/C/E/N











Professional Services






Anacomp, Inc.
Class A Common Stock
1,255,527

26,711,048

1,443,857

0.09
%
C/E/F/N

Semiconductors and Semiconductor Equipment









Adesto Technologies Corporation
Warrants to Purchase Common Stock
5/8/2024
436,320

846,724

1,557,149

0.11
%
C/E/N
Nanosys, Inc.
Warrants to Purchase Preferred Stock
3/29/2023
800,000

605,266

816,398

0.05
%
C/E/N
1,451,990

2,373,547

0.16
%
Software
Actifio, Inc.
Warrants to Purchase Series G Preferred Stock
5/5/2027
1,052,651

188,770

340,492

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

577,842

506,406

0.03
%
C/E/N
766,612

846,898

0.05
%
Total Equity Securities - 15.3% of Nets Assets
134,324,486

103,883,801

6.36
%
Total Investments - 239.3% of Net Assets
$
1,762,309,019

$
1,625,918,874

Cash and Cash Equivalents
Cash Held on Account at Various Institutions
8,574,859

0.52
%
Cash and Cash Equivalents
8,574,859

0.52
%
Total Cash and Investments - 240.5% of Net Assets
$
1,634,493,733

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.

11





BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Unaudited) (Continued)

March 31, 2020


(G)
Investment has been segregated to collateralize certain unfunded commitments.
(H)
Non-U.S. company or principal place of business outside the U.S. and as a result the investment is not a qualifying asset under Section 55(a) of the Investment Company Act. Under the Investment Company Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Company's total assets.
(I)
Deemed an investment company under Section 3(c) of the Investment Company Act and as a result the investment is not a qualifying asset under Section 55(a) of the Investment Company Act. Under the Investment Company Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Company's total assets.
(J)
Publicly traded company with a market capitalization greater than $250 million and as a result the investment is not a qualifying asset under Section 55(a) of the Investment Company Act. Under the Investment Company Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Company's total assets.
(K)
Negative balances relate to an unfunded commitment that was acquired and/or valued at a discount.
(L)
In addition to the stated coupon, investment has an exit fee payable upon repayment of the loan in an amount equal to the percentage of the original principal amount shown.
(M)
All cash and investments, except those referenced in Notes G above, are pledged as collateral under certain debt as described in Note 4 to the Consolidated Financial Statements.
(N)
Inputs in the valuation of this investment included certain unobservable inputs that were significant to the valuation as a whole.

LIBOR or EURIBOR resets monthly (M), quarterly (Q), semiannually (S), or annually (A).
Aggregate acquisitions and aggregate dispositions of investments, other than government securities, totaled $142,968,803 and $76,880,873, respectively, for the three months ended March 31, 2020. 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 March 31, 2020 was $1,582,843,490 or 96.8% of total cash and investments of the Company. As of March 31, 2020, approximately 9.5% 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.

12





BlackRock TCP Capital Corp.

Consolidated Schedule of Investments

December 31, 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
%
8.06
%
5/31/2024
$
5,127,551

$
5,059,515

$
5,135,971

0.30
%
N
Unanet, Inc.
First Lien Term Loan
LIBOR(M)

6.25
%
8.06
%
5/31/2024
$
19,897,959

19,710,909

19,919,847

1.18
%
N
Unanet, Inc.
Sr Secured Revolver
LIBOR(M)

6.25
%
8.06
%
5/31/2024
$

(21,632
)


K/N
24,748,792

25,055,818

1.48
%
Airlines
Mesa Air Group, Inc.
Junior Loan Agreement (N902FJ)
LIBOR(Q)

7.50
%
9.41
%
2/1/2022
$
801,784

797,527

801,784

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

7.50
%
9.41
%
2/1/2022
$
942,947

937,941

942,947

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

7.50
%
9.41
%
2/1/2022
$
1,066,574

1,060,912

1,066,574

0.06
%
N
Mesa Air Group, Inc.
Junior Loan Agreement (N905FJ)
LIBOR(Q)

7.50
%
9.41
%
2/1/2022
$
768,185

764,107

768,185

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

7.50
%
9.41
%
5/1/2022
$
817,276

812,522

817,276

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

7.50
%
9.41
%
5/1/2022
$
853,632

848,667

853,632

0.05
%
N
Mesa Air Group, Inc.
Junior Loan Agreement (N908FJ)
LIBOR(Q)

7.50
%
9.41
%
5/1/2022
$
1,272,196

1,264,796

1,272,196

0.08
%
N
Mesa Air Group, Inc.
Junior Loan Agreement (N909FJ)
LIBOR(Q)

7.50
%
9.41
%
8/1/2022
$
581,841

578,354

581,841

0.03
%
N
Mesa Air Group, Inc.
Junior Loan Agreement (N910FJ)
LIBOR(Q)

7.50
%
9.41
%
8/1/2022
$
554,715

551,390

554,715

0.03
%
N
Mesa Airlines, Inc.
Aircraft Acquisition Incremental Loan
LIBOR(M)

5.25
%
7.00
%
9/27/2023
$
2,655,121

2,623,792

2,620,870

0.15
%
N
Mesa Airlines, Inc.
Aircraft Acquisition Loan
LIBOR(M)

5.00
%
6.75
%
6/5/2023
$
21,683,485

21,440,802

21,653,129

1.28
%
N
One Sky Flight, LLC
First Lien Term Loan
LIBOR(M)
1.00
%
7.50
%
9.30
%
12/27/2024
$
12,500,000

12,187,500

12,250,000

0.72
%
N


43,868,310

44,183,149

2.61
%
Automobiles



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

10.88
%
1/1/2022
$
38,966,342

38,845,649

39,356,005

2.32
%
N
Autoalert, LLC
First Lien Term Loan
LIBOR(Q)
0.25
%
5.75% Cash+3.00% PIK

10.88
%
1/1/2022
$
15,420,901

15,313,907

15,575,110

0.92
%
N
DealerFX, Inc.
First Lien Term Loan
LIBOR(Q)

6.25% Cash+2.00% PIK

10.25
%
2/1/2023
$
16,183,673

15,965,712

16,345,510

0.96
%
N


70,125,268

71,276,625

4.20
%
Building Products



Dodge Data & Analytics, LLC
First Lien Delayed Draw Term Loan
LIBOR(Q)
1.00
%
7.00
%
9.00
%
5/1/2020
$
875,631

875,023

875,106

0.05
%
N
Dodge Data & Analytics, LLC
First Lien Term Loan
LIBOR(Q)
1.00
%
7.00
%
9.00
%
5/1/2020
$
35,420,561

35,395,034

35,399,308

2.09
%
N


36,270,057

36,274,414

2.14
%
Capital Markets
HighTower Holding, LLC
Second Lien Term Loan
LIBOR(M)
1.00
%
8.75
%
10.49
%
1/31/2026
$
15,080,645

14,733,952

15,082,153

0.89
%
N
HighTower Holding, LLC
Second Lien Delayed Draw Term Loan
LIBOR(M)
1.00
%
8.75
%
10.49
%
1/31/2026
$
6,169,355

6,059,721

6,169,972

0.36
%
N
20,793,673

21,252,125

1.25
%
Chemicals
AGY Holding Corp.
Second Lien Notes
Fixed

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

8,778,822

3,708,428

0.22
%
B/C/E/N
AGY Holding Corp.
Delayed Draw Term Loan
Fixed

12.00
%
12.00
%
9/15/2020
$
1,114,120

1,114,120

1,114,120

0.07
%
B/N
AGY Holding Corp.
Sr Secured Term Loan
Fixed

12.00
%
12.00
%
9/15/2020
$
5,171,151

5,171,151

5,171,151

0.31
%
B/N


15,064,093

9,993,699

0.60
%

13





BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Continued)

December 31, 2019



Issuer
Instrument
Ref
Floor
Spread
Total Coupon
Maturity
Principal
Cost
Fair
Value
% of Total
Cash and
Investments
Notes
Debt Investments (continued)
Commercial Services and Supplies
Kellermeyer Bergensons Services, LLC
First Lien Delayed Draw Term Loan A
LIBOR(M)
1.00
%
6.50
%
8.39
%
11/7/2026
$

$

$
(13,529
)

K/N
Kellermeyer Bergensons Services, LLC
First Lien Delayed Draw Term Loan B
LIBOR(M)
1.00
%
6.50
%
8.39
%
11/7/2026
$


(17,647
)

K/N
Kellermeyer Bergensons Services, LLC
First Lien Term Loan
LIBOR(M)
1.00
%
6.50
%
8.39
%
11/7/2026
$
6,535,948

6,472,583

6,477,124

0.38
%
N
Team Software, Inc.
First Lien Incremental Term Loan
LIBOR(Q)

5.50
%
7.50
%
9/17/2023
$
7,220,080

7,114,156

7,172,428

0.42
%
N
Team Software, Inc.
First Lien Revolver
LIBOR(Q)

5.50
%
7.50
%
9/17/2023
$
1,228,924

1,189,152

1,205,750

0.07
%
N
Team Software, Inc.
First Lien Term Loan
LIBOR(Q)

5.50
%
7.50
%
9/17/2023
$
13,167,038

13,012,854

13,080,136

0.77
%
N
27,788,745

27,904,262

1.64
%
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
$
1,214,371

1,214,371

1,214,371

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
$
282,820

238,768

282,820

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

1,074,115

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

2,740,841

0.16
%
C/E/G/H/N
7,108,944

5,312,147

0.31
%
Construction and Engineering
Hylan Datacom & Electrical, LLC
First Lien Incremental Term Loan
LIBOR(Q)
1.00
%
9.50
%
11.41
%
7/25/2021
$
2,536,311

2,502,108

2,090,739

0.12
%
N
Hylan Datacom & Electrical, LLC
First Lien Term Loan (5.4% Exit Fee)
LIBOR(Q)
1.00
%
9.50
%
11.41
%
7/25/2021
$
14,031,084

13,959,042

11,566,142

0.67
%
L/N
16,461,150

13,656,881

0.79
%
Construction Materials





Brannan Sand and Gravel Company, LLC
First Lien Term Loan
LIBOR(Q)

5.25
%
7.25
%
7/3/2023
$
6,682,556

6,612,301

6,652,484

0.39
%
N









Consumer Finance





Auto Trakk SPV, LLC
First Lien Delayed Draw Term Loan
LIBOR(M)
0.50
%
6.50
%
8.24
%
12/21/2021
$
23,971,792

23,800,742

23,749,039

1.40
%
N
Barri Financial Group, LL
First Lien Term Loan
LIBOR(M)
1.00
%
7.75
%
9.54
%
10/23/2024
$
19,346,662

18,873,298

19,031,311

1.12
%
N












42,674,040

42,780,350

2.52
%

Diversified Consumer Services




Edmentum, Inc.
Jr Revolving Facility
Fixed

5.00
%
5.00
%
6/9/2020
$
5,235,973

5,235,973

5,235,978

0.31
%
B/N
Edmentum, Inc.
First Lien Term Loan B
LIBOR(Q)

8.50
%
10.43
%
6/9/2021
$
10,740,023

9,566,580

10,740,023

0.63
%
B/N
Edmentum, Inc.
Second Lien Term Loan
Fixed

7.00% PIK

7.00
%
12/8/2021
$
8,281,653

8,281,653

8,281,661

0.49
%
B/N
Edmentum Ultimate Holdings, LLC
Jr PIK Notes
Fixed

10.00% PIK

10.00
%
6/9/2020
$
17,609,276

17,536,516

17,609,276

1.04
%
B/N
Edmentum Ultimate Holdings, LLC
Sr PIK Notes
Fixed

8.50% PIK

8.50
%
6/9/2020
$
3,675,888

3,675,888

3,675,888

0.22
%
B/N
Spark Networks, Inc.
Sr Secured Revolver
LIBOR(Q)
1.50
%
8.00
%
9.95
%
7/1/2023
$

(30,874
)
(38,827
)

K/N
Spark Networks, Inc.
First Lien Term Loan
LIBOR(Q)
1.50
%
8.00
%
9.95
%
7/1/2023
$
22,934,229

22,203,944

22,062,728

1.30
%
N












66,469,680

67,566,727

3.99
%

Diversified Financial Services





36th Street Capital Partners Holdings, LLC
Senior Note
Fixed

12.00
%
12.00
%
11/1/2020
$
40,834,419

40,834,418

40,834,419

2.41
%
E/F/N/O
Aretec Group, Inc. (Cetera)
Second Lien Term Loan
LIBOR(M)

8.25
%
10.05
%
10/1/2026
$
27,105,263

26,845,399

26,788,945

1.58
%
G
Credit Suisse AG (Cayman Islands)
Asset-Backed Credit Linked Notes
LIBOR(Q)

9.50
%
11.45
%
4/12/2025
$
38,000,000

38,000,000

37,604,800

2.22
%
H/I/N
GC Agile Holdings Limited (Apex) (England)
First Lien Delayed Term Loan B
LIBOR(Q)
1.00
%
7.00
%
9.11
%
6/15/2025
$
18,979,469

18,625,118

18,629,867

1.10
%
H/N
GC Agile Holdings Limited (Apex) (England)
First Lien Term Loan A
LIBOR(Q)
1.00
%
7.00
%
9.11
%
6/15/2025
$
824,958

810,028

809,366

0.05
%
H/N
RSB-160, LLC (Lat20)
First Lien Delayed Draw Term Loan
LIBOR(M)
1.00
%
6.00
%
7.90
%
7/20/2022
$
2,333,333

2,299,659

2,335,900

0.14
%
N












127,414,622

127,003,297

7.50
%


14





BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Continued)

December 31, 2019



Issuer
Instrument
Ref
Floor
Spread
Total Coupon
Maturity
Principal
Cost
Fair
Value
% of Total
Cash and
Investments
Notes
Debt Investments (continued)
Diversified Telecommunication Services
American Broadband Holding Company
First Lien Term Loan
LIBOR(M)
1.25
%
7.25
%
9.05
%
10/25/2022
$
15,395,873

$
15,151,000

$
15,796,166

0.93
%
N
ECI Macola/Max Holding, LLC
Second Lien Term Loan
LIBOR(Q)
1.00
%
8.00
%
9.94
%
9/29/2025
$
24,840,563

24,660,905

24,571,540

1.45
%
Securus Technologies, Inc.
Second Lien Term Loan
LIBOR(M)
1.00
%
8.25
%
10.05
%
11/1/2025
$
25,846,154

25,648,456

12,509,538

0.74
%
TPC Intermediate Holdings, LLC
First Lien Delayed Draw Term Loan
LIBOR(Q)
1.00
%
6.00
%
7.94
%
5/15/2023
$
799,588

787,670

796,310

0.05
%
N
TPC Intermediate Holdings, LLC
First Lien Incremental Delayed Draw Term Loan
LIBOR(Q)
1.00
%
6.00
%
7.94
%
5/15/2020
$
525,686

519,722

522,453

0.03
%
N
TPC Intermediate Holdings, LLC
First Lien Incremental Delayed Draw Term Loan A
LIBOR(Q)
1.00
%
6.00
%
7.94
%
10/31/2020
$


(16,811
)

K/N
Telarix, Inc.
First Lien Term Loan
LIBOR(M)
1.00
%
6.00
%
7.80
%
11/19/2023
$
7,443,750

7,348,457

7,349,959

0.43
%
N
Telarix, Inc.
Sr Secured Revolver
LIBOR(M)
1.00
%
6.00
%
7.80
%
11/19/2023
$
178,571

174,365

174,071

0.01
%
N
74,290,575

61,703,226

3.64
%
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

1,207,785

0.07
%
F/H/N
Kawa Solar Holdings Limited (Conergy) (Cayman Islands)
Bank Guarantee Credit Facility
Fixed


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

6,578,877

3,289,438

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


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

8,668,850

2,208,823

0.13
%
C/F/H/N
Utilidata, Inc.
First Lien Delayed Draw Term Loan (4.0% Exit Fee)
LIBOR(Q)

9.88
%
11.81
%
7/1/2020
$
1,033,398

1,024,722

942,562

0.06
%
L/N
18,046,256

7,648,608

0.45
%
Electrical Equipment
TCFI Amteck Holdings, LLC
First Lien Delayed Draw Term Loan
LIBOR(M)

8.25
%
9.75
%
5/22/2023
$
497,143

490,068

497,143

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

8.25
%
9.75
%
5/22/2023
$
16,237,115

16,003,295

16,237,115

0.96
%
N












16,493,363

16,734,258

0.99
%

Energy Equipment and Services
GlassPoint Solar, Inc.
First Lien Term Loan (4.0% Exit Fee)
LIBOR(Q)

8.50
%
10.44
%
12/31/2020
$
4,167,831

4,147,728

3,999,033

0.24
%
L/N
GlassPoint Solar, Inc.
First Lien Term Loan (5.0% Exit Fee)
LIBOR(Q)

11.44
%
13.38
%
12/31/2020
$
2,276,123

2,204,998

2,226,731

0.13
%
L/N
Sphera Solutions, Inc. (Diamondback)
First Lien FILO Term Loan B
LIBOR(Q)
2.00
%
8.81
%
10.81
%
6/14/2022
$
23,614,465

23,255,646

23,371,236

1.38
%
N
29,608,372

29,597,000

1.75
%
Health Care Technology




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

7.25
%
9.14
%
3/14/2024
$
8,502,033

8,351,441

8,483,328

0.50
%
N
CAREATC, Inc.
Sr Secured Revolver
LIBOR(M)

7.25
%
9.14
%
3/14/2024
$

(10,223
)
(1,336
)

K/N
Patient Point Network Solutions, LLC
Sr Secured Revolver
LIBOR(Q)
1.00
%
7.50
%
9.44
%
6/26/2022
$
264,285

261,418

262,347

0.02
%
N
Patient Point Network Solutions, LLC
First Lien Incremental Term Loan
LIBOR(Q)
1.00
%
7.50
%
9.44
%
6/26/2022
$
1,239,799

1,229,504

1,234,344

0.07
%
N
Patient Point Network Solutions, LLC
First Lien Term Loan
LIBOR(Q)
1.00
%
7.50
%
9.44
%
6/26/2022
$
6,432,648

6,389,679

6,404,344

0.38
%
N
Sandata Technologies, LLC
First Lien Term Loan
LIBOR(Q)

6.00
%
8.00
%
7/23/2024
$
20,250,000

19,961,722

19,942,200

1.18
%
N
Sandata Technologies, LLC
Sr Secured Revolver
LIBOR(Q)

6.00
%
8.00
%
7/23/2024
$

(30,795
)
(34,200
)

K/N












36,152,746

36,291,027

2.15
%














15





BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Continued)

December 31, 2019



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








Hotels, Restaurants and Leisure
Fishbowl, Inc.
First Lien Term Loan
LIBOR(Q)

2.80% Cash+8.45% PIK

13.25
%
1/26/2022
$
24,564,304

$
24,250,372

$
22,591,790

1.33
%
N
Pegasus Business Intelligence, LP (Onyx Centersource)
First Lien Incremental Term Loan
LIBOR(Q)
1.00
%
6.25
%
8.20
%
12/20/2021
$
5,678,264

5,678,264

5,735,615

0.34
%
N
Pegasus Business Intelligence, LP (Onyx Centersource)
First Lien Term Loan
LIBOR(Q)
1.00
%
6.25
%
8.20
%
12/20/2021
$
13,583,579

13,524,243

13,720,773

0.81
%
N
Pegasus Business Intelligence, LP (Onyx Centersource)
Revolver
LIBOR(Q)
1.00
%
6.25
%
8.20
%
12/20/2021
$

(2,686
)


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

10.44
%
3/31/2022
$
2,395,992

2,373,398

2,443,913

0.14
%
N
VSS-Southern Holdings, LLC (Southern Theatres)
First Lien Incremental Term Loan
LIBOR(Q)
1.00
%
6.50% Cash+2.00% PIK

10.44
%
3/31/2022
$
142,889

141,895

145,747

0.01
%
N
VSS-Southern Holdings, LLC (Southern Theatres)
First Lien Incremental Term Loan
LIBOR(Q)
1.00
%
6.50
%
8.44
%
3/31/2022
$
550,909

550,909

561,927

0.03
%
N
VSS-Southern Holdings, LLC (Southern Theatres)
Sr Secured Revolver
LIBOR(Q)
1.00
%
6.50% Cash+2.00% PIK

10.44
%
3/31/2022
$

(6,733
)


K/N


46,509,662

45,199,765

2.66
%
Insurance
2-10 Holdco, Inc.
First Lien Term Loan
LIBOR(M)

6.25
%
8.05
%
10/31/2024
$
4,537,500

4,461,178

4,479,420

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

6.25
%
8.05
%
10/31/2024
$

(6,724
)
(5,333
)

K/N
Higginbotham Insurance Agency, Inc.
Second Lien Term Loan
LIBOR(M)
1.00
%
7.50
%
9.30
%
12/19/2025
$
28,000,000

27,801,191

27,860,000

1.64
%
N
IAS Investco, Inc.
First Lien Delayed Draw Term Loan A
LIBOR(M)
1.00
%
5.50
%
7.30
%
1/24/2021
$
5,318,571

5,296,361

5,295,702

0.31
%
N
IAS Investco, Inc.
First Lien Delayed Draw Term Loan B
LIBOR(M)
1.00
%
5.50
%
7.30
%
1/24/2021
$
1,714,286

1,708,138

1,706,914

0.10
%
N
IAS Investco, Inc.
First Lien Incremental Term Loan
LIBOR(M)
1.00
%
5.50
%
7.30
%
1/24/2021
$
6,020,424

6,002,687

5,994,536

0.35
%
N
IAS Investco, Inc.
First Lien Term Loan
LIBOR(M)
1.00
%
5.50
%
7.30
%
1/24/2021
$
3,934,469

3,918,004

3,917,550

0.23
%
N


49,180,835

49,248,789

2.89
%
Internet and Catalog Retail







Live Auctioneers LLC
First Lien Last Out B-2 Term Loan
LIBOR(M)

6.76
%
8.56
%
5/20/2025
$
13,960,362

13,698,968

13,635,085

0.79
%
N






Internet Software and Services
Acquia Inc.
First Lien Term Loan
LIBOR(Q)

7.00
%
8.91
%
11/1/2025
$
16,648,997

16,321,473

16,345,985

0.96
%
N
Acquia Inc.
Sr Secured Revolver
LIBOR(Q)

7.00
%
8.91
%
11/1/2025
$

(35,084
)
(32,829
)

K/N
Domo, Inc.
First Lien Delayed Draw Term Loan (7.0% Exit Fee)
LIBOR(M)

5.63% Cash+2.50% PIK

9.94
%
10/1/2022
$
52,127,502

51,828,896

51,270,531

3.03
%
L/N
FinancialForce.com, Inc.
First Lien Delayed Draw Term Loan (3.0% Exit Fee)
LIBOR(Q)
2.75
%
6.75
%
9.50
%
2/1/2024
$
28,000,000

27,522,676

28,464,800

1.68
%
L/N
Foursquare Labs, Inc.
First Lien Term Loan (5.0% Exit Fee)
LIBOR(Q)

7.25
%
9.19
%
10/1/2022
$
33,750,000

33,445,277

33,237,000

1.96
%
L/N
InMobi, Inc. (Singapore)
First Lien Term Loan
LIBOR(Q)
1.37
%
8.13
%
10.06
%
9/30/2021
$
30,906,865

30,717,380

30,545,254

1.80
%
H/N
Quartz Holding Company (Quick Base)
Second Lien Term Loan
LIBOR(M)

8.00
%
9.71
%
4/2/2027
$
9,903,019

9,708,757

9,878,261

0.58
%
N
ResearchGate GmBH (Germany)
First Lien Term Loan (4.0% Exit Fee)
EURIBOR(M)

8.55
%
8.55
%
10/1/2022
7,500,000

7,856,974

7,952,439

0.47
%
D/H/L/N


177,366,349

177,661,441

10.48
%
IT Services
Apptio, Inc.
First Lien Term Loan
LIBOR(M)
1.00
%
7.25
%
8.96
%
1/10/2025
$
11,812,993

11,598,319

11,567,282

0.68
%
N
Apptio, Inc.
Sr Secured Revolver
LIBOR(M)
1.00
%
7.25
%
8.96
%
1/10/2025
$

(12,904
)
(16,000
)

K/N
Donuts Inc.
First Lien Revolver
LIBOR(M)
1.00
%
6.25
%
8.15
%
9/17/2023
$
373,849

350,320

364,746

0.02
%
N
Donuts Inc.
First Lien Term Loan
LIBOR(Q)
1.00
%
6.25
%
8.19
%
9/17/2023
$
10,910,690

10,653,623

10,814,676

0.64
%
N
Web.com Group Inc.
Second Lien Term Loan
LIBOR(M)

7.75
%
9.49
%
10/11/2026
$
16,280,678

16,166,395

15,715,983

0.93
%
G/J
Xactly Corporation
First Lien Incremental Term Loan B
LIBOR(M)
1.00
%
7.25
%
9.05
%
7/31/2022
$
4,996,644

4,913,115

4,990,148

0.29
%
N
Xactly Corporation
First Lien Incremental Term Loan
LIBOR(M)
1.00
%
7.25
%
9.05
%
7/31/2022
$
2,726,918

2,692,315

2,723,373

0.16
%
N
Xactly Corporation
First Lien Term Loan
LIBOR(M)
1.00
%
7.25
%
9.05
%
7/31/2022
$
16,397,517

16,210,453

16,376,200

0.97
%
N
Xactly Corporation
Sr Secured Revolver
LIBOR(M)
1.00
%
7.25
%
9.05
%
7/31/2022
$

(14,579
)
(1,827
)

K/N


62,557,057

62,534,581

3.69
%

16





BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Continued)

December 31, 2019



Issuer
Instrument
Ref
Floor
Spread
Total Coupon
Maturity
Principal
Cost
Fair
Value
% of Total
Cash and
Investments
Notes
Debt Investments (continued)
Leisure Products
Blue Star Sports Holdings, Inc.
First Lien Delayed Draw Term Loan
LIBOR(Q)
1.00
%
5.75
%
7.76
%
6/15/2024
$
55,556

$
54,693

$
53,556


N
Blue Star Sports Holdings, Inc.
First Lien Revolver
LIBOR(M)
1.00
%
5.75
%
7.55
%
6/15/2024
$
111,111

108,557

105,111

0.01
%
N
Blue Star Sports Holdings, Inc.
First Lien Term Loan
LIBOR(M)
1.00
%
5.75
%
7.55
%
6/15/2024
$
1,504,611

1,480,597

1,450,445

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

13.50
%
15.20
%
2/1/2021
$
5,672,712

5,637,816

5,588,188

0.33
%
L/N


7,281,663

7,197,300

0.43
%
Media
Bisnow, LLC
First Lien Revolver
LIBOR(Q)

7.50
%
9.63
%
9/21/2022
$

(10,270
)


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

7.50
%
9.63
%
9/21/2022
$
10,557,386

10,446,491

10,628,121

0.63
%
N
Khoros, LLC (Lithium)
Sr Secured Revolver
LIBOR(Q)
1.00
%
8.00
%
10.04
%
10/3/2022
$

(7,100
)
(5,736
)

K/N
Khoros, LLC (Lithium)
Sr Secured Revolver
LIBOR(Q)
1.00
%
8.00
%
10.04
%
10/3/2022
$

(19,127
)
(19,255
)

K/N
Khoros, LLC (Lithium)
First Lien Incremental Term Loan
LIBOR(Q)
1.00
%
8.00
%
10.04
%
10/3/2022
$
7,131,905

7,016,707

7,042,043

0.42
%
N
Khoros, LLC (Lithium)
First Lien Term Loan
LIBOR(Q)
1.00
%
8.00
%
10.04
%
10/3/2022
$
20,884,731

20,616,273

20,621,583

1.22
%
N
NEP II, Inc.
Second Lien Term Loan
LIBOR(M)

7.00
%
8.80
%
10/19/2026
$
25,000,000

24,753,355

22,687,500

1.34
%
G
Quora, Inc.
First Lien Term Loan (4.0% Exit Fee)
Fixed

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

12,528,197

12,709,103

0.75
%
L/N


75,324,526

73,663,359

4.36
%
Metal and Mining
Neenah Foundry Company
First Lien Term Loan B
LIBOR(M)

6.50
%
8.35
%
12/13/2022
$
4,943,976

4,909,287

4,845,097

0.29
%
Oil, Gas and Consumable Fuels
Iracore International, Inc.
First Lien Term Loan
LIBOR(M)
1.00
%
9.00
%
10.88
%
4/13/2021
$
1,635,903

1,635,902

1,635,903

0.10
%
B/N
Pharmaceuticals
Cambrex Corporation
Second Lien Term Loan
LIBOR(M)
1.00
%
9.00
%
10.70
%
12/6/2027
$
15,441,176

15,133,798

15,363,971

0.91
%
N
P&L Development, LLC
First Lien Term Loan
LIBOR(Q)
2.00
%
7.50
%
9.50
%
6/28/2024
$
8,645,000

8,447,637

8,601,775

0.51
%
G/N
23,581,435

23,965,746

1.42
%
Professional Services






Applause App Quality, Inc.
First Lien Term Loan
LIBOR(Q)
1.00
%
5.00
%
6.93
%
9/20/2022
$
20,772,306

20,522,294

20,851,241

1.23
%
N
Applause App Quality, Inc.
Sr Secured Revolver
LIBOR(Q)
1.00
%
5.00
%
6.93
%
9/20/2022
$

(16,489
)


K/N
CIBT Solutions, Inc.
Second Lien Term Loan
LIBOR(Q)
1.00
%
7.75
%
9.69
%
6/1/2025
$
7,611,914

7,551,528

7,155,199

0.42
%
G/N
Discoverorg, LLC
Second Lien Term Loan
LIBOR(M)

8.50
%
10.19
%
2/1/2027
$
15,000,000

14,795,054

15,075,000

0.89
%
G
Dude Solutions Holdings, Inc.
Sr Secured Revolver
LIBOR(M)
1.00
%
7.00
%
8.80
%
6/13/2025
$

(45,365
)
(40,404
)

K/N
Dude Solutions Holdings, Inc.
First Lien Term Loan
LIBOR(M)
1.00
%
7.00
%
8.80
%
6/13/2025
$
16,927,201

16,566,086

16,617,434

0.98
%
N
iCIMS, Inc.
Sr Secured Revolver
LIBOR(M)
1.00
%
6.50
%
8.29
%
9/12/2024
$

(7,699
)
(11,385
)

K/N
iCIMS, Inc.
First Lien Term Loan
LIBOR(M)
1.00
%
6.50
%
8.29
%
9/12/2024
$
9,482,016

9,315,912

9,262,034

0.55
%
N
Institutional Shareholder Services, Inc.
Second Lien Term Loan
LIBOR(Q)

8.50
%
10.44
%
3/5/2026
$
5,820,856

5,658,368

5,588,022

0.33
%
N
STG-Fairway Acquisitions, Inc.(First Advantage)
Second Lien Term Loan
LIBOR(M)
1.00
%
9.25
%
11.05
%
6/30/2023
$
31,000,000

30,701,658

31,000,000

1.83
%
N


105,041,347

105,497,141

6.23
%
Real Estate Management and Development
Florida East Coast Industries, LLC
First Lien Term Loan B
LIBOR(M)

6.75
%
8.51
%
12/13/2021
$
2,321,694

2,289,777

2,310,086

0.14
%
N
Florida East Coast Industries, LLC
First Lien Incremental Lien Term Loan B
LIBOR(M)

6.75
%
8.51
%
12/13/2021
$
876,520

869,946

872,138

0.05
%
N
Space Midco, Inc. (Archibus)
First Lien Term Loan
LIBOR(M)

6.25
%
8.00
%
12/5/2023
$
4,444,444

4,371,064

4,371,111

0.26
%
N
Space Midco, Inc. (Archibus)
Sr Secured Revolver
LIBOR(M)

6.25
%
8.00
%
12/5/2023
$

(4,371
)
(4,583
)

K/N


7,526,416

7,548,752

0.45
%
Road and Rail
GlobalTranz Enterprises LLC
Second Lien Term Loan
LIBOR(M)
1.00
%
8.25
%
10.04
%
5/15/2027
$
19,382,324

19,008,604

18,796,978

1.11
%
N

17





BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Continued)

December 31, 2019



Issuer
Instrument
Ref
Floor
Spread
Total Coupon
Maturity/Expiration
Principal/Shares
Cost
Fair
Value
% of Total
Cash and
Investments
Notes
Debt Investments (continued)
Software
Certify, Inc.
First Lien Delayed Draw Term Loan
LIBOR(M)
1.00%

5.75%

7.55%

2/28/2024
$
1,594,315

$
1,547,623

$
1,537,877

0.09
%
N
Certify, Inc.
First Lien Term Loan
LIBOR(M)
1.00%

5.75%

7.55%

2/28/2024
$
23,383,293

23,292,776

22,969,408

1.36
%
N
Certify, Inc.
Sr Secured Revolver
LIBOR(M)
1.00%

5.75%

7.55%

2/28/2024
$
159,432

143,495

140,619

0.01
%
N
JAMF Holdings, Inc.
First Lien Incremental Term Loan
LIBOR(Q)
1.00%

7.00%

8.91%

11/13/2022
$
3,606,829

3,563,940

3,606,829

0.21
%
N
JAMF Holdings, Inc.
First Lien Term Loan
LIBOR(Q)
1.00%

7.00%

8.91%

11/13/2022
$
14,160,797

13,978,598

14,160,797

0.84
%
N
JAMF Holdings, Inc.
Sr Secured Revolver
LIBOR(M)
1.00%

7.00%

8.80%

11/13/2022
$

(14,355
)


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

8.00%

9.91%

12/18/2020
$
5,076,516

4,988,719

4,989,707

0.29
%
N
Rhode Holdings, Inc. (Kaseya)
First Lien Delayed Draw Term Loan
LIBOR(Q)
1.00%

6.50%

8.60%

5/3/2025
$
224,401

193,557

190,964

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
$
14,362,948

14,098,242

14,084,307

0.82
%
N
Rhode Holdings, Inc. (Kaseya)
Sr Secured Revolver
LIBOR(M)
1.00%

6.50%

8.30%

5/3/2025
$
689,257

667,641

665,857

0.04
%
N
Snow Software AB
First Lien Term Loan
LIBOR(Q)
2.00%

6.50%

8.50%

4/17/2024
$
13,081,645

12,846,264

12,860,565

0.76
%
N
Snow Software AB
First Lien Incremental Term Loan
LIBOR(Q)
2.00%

6.50%

8.50%

4/17/2024
$
14,557,807

14,269,367

14,311,780

0.84
%
N
Snow Software AB
Sr Secured Revolver
LIBOR(Q)
2.00%

6.50%

8.50%

4/17/2024
$
1,744,219

1,668,977

1,670,526

0.10
%
N
Winshuttle, LLC
First Lien FILO Term Loan
LIBOR(M)
1.00%

8.42%

10.22%

8/9/2024
$
14,007,952

13,649,539

13,665,177

0.81
%
N
104,894,383

104,854,413

6.18
%
Specialty Retail
USR Parent, Inc. (Staples)
First Lien FILO Term Loan
LIBOR(M)
1.00
%
8.84
%
10.54
%
9/12/2022
$
6,410,930

6,314,032

6,404,519

0.38
%
N
Technology Hardware, Storage and Peripherals
Pulse Secure, LLC
Sr Secured Revolver
LIBOR(M)
1.00
%
7.00
%
8.71
%
5/1/2022
$

(9,446
)
(3,893
)

K/N
Pulse Secure, LLC
First Lien Term Loan
LIBOR(M)
1.00
%
7.00
%
8.71
%
5/1/2022
$
11,142,879

11,057,992

11,110,565

0.66
%
N
TierPoint, LLC
Second Lien Term Loan
LIBOR(M)
1.00
%
7.25
%
9.05
%
5/5/2025
$
2,880,000

2,854,404

2,558,405

0.15
%


13,902,950

13,665,077

0.81
%
Textiles, Apparel and Luxury Goods
ABG Intermediate Holdings 2, LLC (Authentic Brands)
Second Lien Term Loan
LIBOR(M)
1.00
%
7.75
%
9.55
%
9/29/2025
$
11,967,243

11,888,882

11,987,228

0.71
%
Kenneth Cole Productions, Inc.
First Lien FILO Term Loan
LIBOR(M)
1.00
%
7.75
%
9.50
%
12/28/2023
$
23,528,829

23,383,523

23,507,653

1.39
%
N
PSEB, LLC (Eddie Bauer)
First Lien FILO II Term Loan
PRIME

7.25
%
12.00
%
10/12/2023
$
10,793,402

10,549,564

10,793,402

0.64
%
N
PSEB, LLC (Eddie Bauer)
First Lien Term Loan
LIBOR(Q)
1.50
%
8.00
%
9.91
%
10/12/2023
$
39,823,155

38,936,624

39,624,039

2.34
%
N
WH Buyer, LLC (Anne Klein)
First Lien Term Loan
LIBOR(Q)
1.50
%
6.75
%
8.75
%
7/16/2025
$
27,664,640

27,395,096

27,410,125

1.62
%
N


112,153,689

113,322,447

6.70
%
Thrifts and Mortgage Finance
Greystone Select Holdings, LLC
First Lien Term Loan
LIBOR(Q)
1.00
%
8.00
%
9.93
%
4/17/2024
$
24,826,865

24,672,974

25,571,671

1.51
%
N
Home Partners of America, Inc.
First Lien Delayed Draw Term Loan
LIBOR(M)
1.00
%
6.25
%
8.05
%
10/13/2022
$




N
Home Partners of America, Inc.
First Lien Term Loan
LIBOR(M)
1.00
%
6.25
%
8.05
%
10/13/2022
$
2,857,143

2,826,874

2,857,145

0.17
%
N


27,499,848

28,428,816

1.68
%
Tobacco Related
Juul Labs, Inc.
First Lien Term Loan
LIBOR(M)
1.50
%
7.00
%
8.90
%
8/2/2023
$
26,315,789

26,067,931

26,202,632

1.55
%
N
Total Debt Investments
1,564,445,871

1,535,193,938

90.60
%
Equity Securities
Airlines
Epic Aero, Inc (One Sky)
Common Stock
1,842

855,313

6,333,559

0.38
%
C/N
United N659UA-767, LLC (N659UA)
Trust Beneficial Interests
683

2,165,433

2,300,366

0.14
%
E/F/N
United N661UA-767, LLC (N661UA)
Trust Beneficial Interests
688

2,225,361

2,347,314

0.14
%
E/F/N


5,246,107

10,981,239

0.66
%

18





BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Continued)

December 31, 2019



Issuer
Instrument
Expiration
Shares
Cost
Fair
Value
% of Total
Cash and
Investments
Notes
Equity Securities (continued)
Chemicals
AGY Holding Corp.
Common Stock
1,333,527

$

$


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

1,091,200



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



Communications Equipment
Avanti Communications Group, PLC (United Kingdom)
Common Stock
26,576,710

4,902,674

3,523


C/D/H/N
Diversified Consumer Services
Edmentum Ultimate Holdings, LLC
Class A Common Units
159,515

680,226

1,433,968

0.08
%
B/C/E/N
Edmentum Ultimate Holdings, LLC
Warrants to Purchase Class A Units
2/23/2028
788,112

1

7,084,470

0.42
%
B/C/E/N
680,227

8,518,438

0.50
%
Diversified Financial Services
36th Street Capital Partners Holdings, LLC
Membership Units
22,199,416

22,199,416

31,682,859

1.87
%
E/F/N/O
Conventional Lending TCP Holdings, LLC
Membership Units
14,269,948

14,269,948

14,269,948

0.84
%
E/F/I/N
GACP I, LP (Great American Capital)
Membership Units
1,772,812

1,772,812

2,384,330

0.14
%
E/I/N
GACP II, LP (Great American Capital)
Membership Units
18,039,482

18,039,482

18,764,975

1.11
%
E/I/N


56,281,658

67,102,112

3.96
%
Diversified Telecommunication Services
V Telecom Investment S.C.A. (Vivacom) (Luxembourg)
Common Shares
1,393

3,236,256

95,280

0.01
%
C/D/E/H/N
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

29,070


C/E/N


10,445,018

29,070


Electronic Equipment, Instruments and Components


Soraa, Inc.
Warrants to Purchase Preferred Stock
8/29/2024
3,071,860

478,899



C/E/N






Energy Equipment and Services
GlassPoint Solar, Inc.
Warrants to Purchase Series E Preferred Stock
2/7/2027
400,000

248,555

113,280

0.01
%
C/E/N
GlassPoint Solar, Inc.
Warrants to Purchase Series E Preferred Stock
2/7/2027
2,048,000

505,450

579,992

0.03
%
C/E/N
754,005

693,272

0.04
%

19





BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Continued)

December 31, 2019



Issuer
Instrument




Expiration
Shares
Cost
Fair
Value
% of Total
Cash and
Investments
Notes
Equity Securities (continued)
Internet Software and Services
Domo, Inc.
Warrants to Purchase Class B Common Stock
6/28/2021
62,247

$
511,349

$
509,086

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

287,985

271,044

0.02
%
C/E/N
Foursquare Labs, Inc.
Warrants to Purchase Series E Preferred Stock
5/4/2027
1,687,500

297,361

347,063

0.02
%
C/E/N
InMobi, Inc. (Singapore)
Warrants to Purchase Common Stock
8/15/2027
1,327,869

212,360

180,797

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

396,397

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

335,614

0.02
%
C/E/H/N
ResearchGate Corporation (Germany)
Warrants to Purchase Series D Preferred Stock
10/30/2029
333,370

202,001

205,018

0.01
%
C/D/E/H/N
Snaplogic, Inc.
Warrants to Purchase Series Preferred Stock
3/19/2028
1,860,000

377,722

4,600,000

0.27
%
C/E/N
2,258,677

6,845,019

0.40
%
IT Services
Fidelis (SVC), LLC
Preferred Units
657,932

2,001,384

47,518


C/E/N
Life Sciences Tools and Services
Envigo RMS Holdings Corp.
Common Stock
36,413


526,350

0.03
%
C/E/N
Media
NEG Parent, LLC (Core Entertainment, Inc.)
Class A Units
2,720,392

2,772,807

6,925,847

0.41
%
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

391,407

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

395,290

0.02
%
B/C/E/N
Quora, Inc.
Warrants to Purchase Series D Preferred Stock
4/11/2029
507,704

65,245

64,803


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

7,822,490

0.45
%
Oil, Gas and Consumable Fuels
Iracore Investments Holdings, Inc.
Class A Common Stock
16,207

4,177,710

2,476,881

0.15
%
B/C/E/N






Professional Services
Anacomp, Inc.
Class A Common Stock
1,255,527

26,711,048

1,167,641

0.07
%
C/E/F/N
Findly Talent, LLC
Membership Units
708,229

230,938

123,939

0.01
%
C/E/N
STG-Fairway Holdings, LLC (First Advantage)
Class A Units
803,961

325,432

5,380,520

0.32
%
C/E/N


27,267,418

6,672,100

0.40
%
Semiconductors and Semiconductor Equipment
Adesto Technologies Corporation
Warrants to Purchase Common Stock
5/8/2024
436,320

846,724

667,570

0.04
%
C/E/N
Nanosys, Inc.
Warrants to Purchase Preferred Stock
3/29/2023
800,000

605,266

838,607

0.05
%
C/E/N
1,451,990

1,506,177

0.09
%

20





BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Continued)

December 31, 2019



Issuer
Instrument
Expiration
Shares
Cost
Fair
Value
% of Total
Cash and
Investments
Notes
Equity Securities (continued)
Software
Actifio, Inc.
Warrants to Purchase Series G Preferred Stock
5/5/2027
1,052,651

$
188,770

$
469,687

0.03
%
C/E/N
Tradeshift, Inc.
Warrants to Purchase Series D Preferred Stock
3/26/2027
1,712,930

577,842

523,801

0.03
%
C/E/N


766,612

993,488

0.06
%
Total Equity Securities

124,831,136

114,312,957

6.75
%
Total Investments
$
1,689,277,077

$
1,649,506,895


Cash and Cash Equivalents



Cash Held on Account at Various Institutions


44,848,539

2.65
%
Cash and Cash Equivalents
44,848,539

2.65
%
Total Cash and Investments
$
1,694,355,434

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.  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.
(O)
36th Street Capital Partners Holdings, LLC holds common and preferred interests in a pool of equipment loans and leases made by 36th Street Capital Partners, LLC.

LIBOR or EURIBOR resets monthly (M), quarterly (Q), semiannually (S), or annually (A).
During 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. The Consolidated Schedule of Investments as of December 31, 2018 reflects the industry classification system prior to this transition.

Aggregate acquisitions and aggregate dispositions of investments, other than government securities, totaled $700,024,114 and $596,374,086, respectively, for the twelve months ended December 31, 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 December 31, 2019 was $1,605,565,013 or 94.8% of total cash and investments of the Company. As of December 31, 2019, approximately 9.3% of the total assets of the Company were not qualifying assets under Section 55(a) of the 1940 Act.

See accompanying notes to the consolidated financial statements.

21






BlackRock TCP Capital Corp.

Consolidated Statements of Operations (Unaudited)
Three Months Ended March 31,
2020
2019
Investment income
Interest income (excluding PIK):
Companies less than 5% owned
$
35,989,337

$
42,956,654

Companies 5% to 25% owned
552,275

729,267

Companies more than 25% owned
1,676,256

896,257

PIK interest income:
Companies less than 5% owned
1,411,631

1,678,016

Companies 5% to 25% owned
1,002,130

716,626

Dividend income:
Companies more than 25% owned
428,419

480,404

Lease income:
Companies more than 25% owned
38,136

74,457

Other income:
Companies less than 5% owned
153,014

8,848

Total investment income
41,251,198

47,540,529

Operating expenses
Interest and other debt expenses
10,955,646

10,687,633

Management and advisory fees
6,117,043

6,034,741

Administrative expenses
539,947

599,559

Legal fees, professional fees and due diligence expenses
498,410

437,137

Director fees
232,232

188,798

Insurance expense
175,080

127,328

Custody fees
111,667

99,609

Incentive fee

5,353,416

Other operating expenses
568,249

692,210

Total operating expenses
19,198,274

24,220,431

Net investment income
22,052,924

23,320,098

Realized and unrealized gain (loss) on investments and foreign currency
Net realized gain (loss):
Investments in companies less than 5% owned
4,794,459

(300,322
)
Investments in companies 5% to 25% owned

43,320

Investments in companies more than 25% owned
162,012


Net realized gain (loss)
4,956,471

(257,002
)
Change in net unrealized appreciation/depreciation
(96,490,806
)
1,058,724

Net realized and unrealized gain (loss)
(91,534,335
)
801,722

Net increase (decrease) in net assets resulting from operations
$
(69,481,411
)
$
24,121,820

Basic and diluted earnings (loss) per common share
$
(1.18
)
$
0.41

Basic and diluted weighted average common shares outstanding
58,668,432

58,767,442











See accompanying notes to the consolidated financial statements.

23






BlackRock TCP Capital Corp.

Consolidated Statements of Changes in Net Assets (Unaudited)

Common Stock
Paid in Capital
in Excess of Par
Distributable earnings (loss)
Total Net
Assets
Shares
Par Amount
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

Common Stock
Paid in Capital
in Excess of Par
Distributable earnings (loss)
Total Net
Assets
Shares
Par Amount
Balance at December 31, 2019
58,766,426

$
58,766

$
997,379,362

$
(221,119,742
)
$
776,318,386

Issuance of common stock from dividend reinvestment plan
486

1

3,038


3,039

Repurchase of common stock
(1,000,000
)
(1,000
)
(6,099,190
)

(6,100,190
)
Net investment income



22,052,924

22,052,924

Net realized and unrealized loss



(91,534,335
)
(91,534,335
)
Regular dividends paid to common shareholders



(21,155,913
)
(21,155,913
)
Balance at March 31, 2020
57,766,912

$
57,767

$
991,283,210

$
(311,757,066
)
$
679,583,911






























See accompanying notes to the consolidated financial statements.

24






BlackRock TCP Capital Corp.

Consolidated Statements of Cash Flows (Unaudited)
Three Months Ended March 31,
2020
2019
Operating activities
Net increase (decrease) in net assets applicable to common shareholders resulting from operations
$
(69,481,411
)
$
24,121,820

Adjustments to reconcile net increase (decrease) in net assets applicable to common shareholders resulting from operations to net cash provided by (used in) operating activities:
Net realized gain (loss)
(4,956,471
)
257,002

Change in net unrealized appreciation/depreciation of investments
96,620,032

(1,058,816
)
Net amortization of investment discounts and premiums
(1,987,612
)
(2,950,121
)
Amortization of original issue discount on convertible debt
296,039

305,838

Interest and dividend income paid in kind
(2,413,761
)
(2,394,642
)
Amortization of deferred debt issuance costs
897,181

906,641

Changes in assets and liabilities:
Purchases of investment securities
(140,555,042
)
(147,747,739
)
Proceeds from sales, maturities and pay downs of investments
76,880,873

146,351,859

Decrease (increase) in accrued interest income - companies less than 5% owned
(392,228
)
312,309

Increase in accrued interest income - companies 5% to 25% owned
(64,640
)
(428,392
)
Increase in accrued interest income - companies more than 25% owned
(44,224
)
(43,989
)
Decrease (increase) in receivable for investments sold
806,097

(433,969
)
Decrease (increase) in prepaid expenses and other assets
(1,904,854
)
3,037,679

Increase (decrease) in payable for investments purchased
(8,232,446
)
9,810,755

Decrease in incentive compensation payable
(4,753,671
)
(486,930
)
Decrease in interest payable
(6,412,308
)
(2,956,112
)
Decrease in payable to the Advisor
(247,361
)
(499,446
)
Increase (decrease) in management and advisory fees payable
501,214

(5,247,344
)
Decrease in accrued expenses and other liabilities
(441,343
)
(246,499
)
Net cash provided by (used in) operating activities
(65,885,936
)
20,609,904

Financing activities
Borrowings
118,085,624

95,000,000

Repayments of debt
(61,220,304
)
(95,500,000
)
Dividends paid to common shareholders
(21,155,913
)
(21,155,619
)
Repurchase of common shares
(6,100,190
)
(125,679
)
Proceeds from shares issued in connection with dividend reinvestment plan
3,039

2,738

Net cash provided by (used in) financing activities
29,612,256

(21,778,560
)
Net decrease in cash and cash equivalents (including restricted cash)
(36,273,680
)
(1,168,656
)
Cash and cash equivalents (including restricted cash) at beginning of period
44,848,539

27,920,402

Cash and cash equivalents (including restricted cash) at end of period
$
8,574,859

$
26,751,746

Supplemental cash flow information
Interest payments
$
15,823,217

$
12,233,405

Excise tax payments
$

$












See accompanying notes to the consolidated financial statements.

25






BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2020



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

26






BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
March 31, 2020

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. Such circumstances may include macroeconomic, geopolitical and other events and conditions such as the current COVID-19 pandemic that may significantly impact the profitability or viability of businesses in which the Company is invested, and therefore may significantly impact the return on and realizability of the Company’s investments. 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 market quotations, 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

27






BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
March 31, 2020

2. Summary of Significant Accounting Policies — (continued)

transactions in securities of comparable companies occur, with appropriate adjustments for differences in company size, operations or other factors affecting comparability.

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

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

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 March 31, 2020 , 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 *
37,017,320



3
Independent third-party valuation sources that employ significant unobservable inputs
1,408,564,028

76,453,725

100,870,636

3
Advisor valuations with significant unobservable inputs


3,013,165

Total
$
1,445,581,348

$
76,453,725

$
103,883,801

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


28






BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
March 31, 2020

2. Summary of Significant Accounting Policies — (continued)

Unobservable inputs used in the fair value measurement of Level 3 investments as of March 31, 2020 included the following:
Asset Type
Fair Value
Valuation Technique
Unobservable Input
Range (Weighted Avg.)
Bank Debt
$
1,216,821,170

Income approach
Discount rate
6.6% - 51.3% (10.6%)
117,413,619

Market quotations
Indicative bid/ask quotes
1 (1)
1,544,362

Market comparable companies
Revenue multiples
4.4x (4.4x)
72,784,877

Market comparable companies
EBITDA multiples
5.4x - 12.6x (10.7x)
Other Corporate Debt
31,692,000

Income approach
Discount rate
23.8% (23.8%)
40,834,419

Market comparable companies
Book value multiples
1.3x (1.3x)
3,709,159

Market comparable companies
Revenue multiples
4.4x (4.4x)
218,147

Market comparable companies
EBITDA multiples
6.9x (6.9x)
Equity
9,484,599

Income approach
Discount rate
5.9% - 10.5% (9.5%)
14,900,721

Market quotations
Indicative bid/ask quotes
1 (1)
11,781,481

Option Pricing Model
EBITDA/Revenue multiples
1.0x - 24.5x (4.0x)
Implied volatility
30.0% - 200.0% (40.7%)
Yield
0.0% (0.0%)
Term
0.8 years - 5.0 years (2.1 years)
1,447,158

Market comparable companies
Revenue multiples
0.3x - 4.4x (1.1x)
14,434,785

Market comparable companies
EBITDA multiples
2.5x - 12.6x (6.0x)
27,887,607

Market comparable companies
Book value multiples
1.3x (1.3x)
23,947,450

Other *
N/A
N/A
$
1,588,901,554

______________
*
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



29






BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
March 31, 2020

2. Summary of Significant Accounting Policies — (continued)

Changes in investments categorized as Level 3 during the three months ended March 31, 2020 were as follows:

Independent Third-Party Valuation
Bank Debt
Other
Corporate Debt
Equity
Securities
Beginning balance
$
1,312,492,099

$
85,962,603

$
111,994,829

Net realized and unrealized gains (losses)
(51,401,936
)
(9,508,878
)
(15,833,406
)
Acquisitions *
115,437,916

10,752

12,517,409

Dispositions
(44,598,972
)
(10,752
)
(7,808,196
)
Transfers into Level 3
83,790,120



Transfers out of Level 3
(7,155,199
)


Ending balance
$
1,408,564,028

$
76,453,725

$
100,870,636

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)
$
(51,186,966
)
$
(9,508,879
)
$
(15,671,067
)
______________
*
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 one investment that was transferred to Level 2 due to increased observable market activity


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

$

$
2,318,128

Net realized and unrealized gains (losses)


818,977

Dispositions


(123,940
)
Ending balance
$

$

$
3,013,165

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)
$

$

$
818,977



30






BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
March 31, 2020

2. Summary of Significant Accounting Policies — (continued)

At December 31, 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 *
136,739,236



3
Independent third-party valuation sources that employ significant unobservable inputs
1,312,492,099

85,962,603

111,994,829

3
Advisor valuations with significant unobservable inputs


2,318,128

Total
$
1,449,231,335

$
85,962,603

$
114,312,957

______________
*
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, 2019 included the following:
Asset Type
Fair Value
Valuation Technique
Unobservable Input
Range (Weighted Avg.)
Bank Debt
$
1,147,288,529

Income approach
Discount rate
6.7% - 46.3% (9.9%)
96,585,498

Market quotations
Indicative bid/ask quotes
1 (1)
24,268,604

Market comparable companies
Revenue multiples
3.6x - 4.4x (3.6x)
44,349,468

Market comparable companies
EBITDA multiples
6.5x - 14.3x (10.8x)
Other Corporate Debt
37,604,800

Income approach
Discount rate
12.3% (12.3%)
40,834,419

Market comparable companies
Book value multiples
1.3x (1.3x)
3,814,956

Market comparable companies
Revenue multiples
4.4x (4.4x)
3,708,428

Market comparable companies
EBITDA multiples
8.0x (8.0x)
Equity
4,647,680

Income approach
Discount rate
3.6% - 3.7% (3.7%)
14,412,746

Market quotations
Indicative bid/ask quotes
1 (1)
18,048,138

Option Pricing Model
EBITDA/Revenue multiples
1.2x - 27.2x (8.3x)
Implied volatility
30.0% - 200.0% (27.4%)
Yield
0.0% (0.0%)
Term
0.5 years - 3.5 years (1.4 years)
2,012,088

Market comparable companies
Revenue multiples
0.3x - 4.4x (2.0x)
22,360,141

Market comparable companies
EBITDA multiples
2.5x - 14.3x (9.1x)
31,682,859

Market comparable companies
Book value multiples
1.3x (1.3x)
21,149,305

Other *
N/A
N/A
$
1,512,767,659

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



31






BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
March 31, 2020

2. Summary of Significant Accounting Policies — (continued)

Changes in investments categorized as Level 3 during the three months ended March 31, 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)
(2,867,511
)
1,436,695

1,858,671

Acquisitions *
146,325,834

759,965

6,001,046

Dispositions
(141,013,918
)

(5,305,256
)
Transfers into Level 3
9,339,062



Reclassification within Level 3


(814,640
)
Ending balance
$
1,381,240,151

$
80,446,810

$
81,544,809

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)
$
(1,316,000
)
$
1,436,695

$
1,858,671

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

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

Comprised of one investment that was reclassified to Advisor Valuation

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

$

$
1,524,143

Net realized and unrealized gains (losses)


45,781

Dispositions


(43,297
)
Reclassification within Level 3 *


814,640

Ending balance
$

$

$
2,341,267

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)
$

$

$
28,739

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






32






BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
March 31, 2020

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 March 31, 2020 or December 31, 2019 .

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 0.5% and 0.5% of total investments at March 31, 2020 and December 31, 2019 , respectively. Such positions were converted at the respective closing foreign exchange rates in effect at March 31, 2020 and December 31, 2019 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

33






BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
March 31, 2020

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 three months ended March 31, 2020 and the three months ended March 31, 2019 , the Company did not enter into any derivative transactions nor hold any derivative positions.

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, when such amounts are considered collectible. 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
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 March 31, 2020 , 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, 2019, the Company had non-expiring capital loss carryforwards in the amount of $177,144,745 available to offset future realized capital gains.


34






BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
March 31, 2020

2. Summary of Significant Accounting Policies — (continued)

As of March 31, 2020 , gross unrealized appreciation and depreciation for investments and derivatives based on cost for U.S. federal income tax purposes were as follows:
March 31, 2020
Tax basis of investments
$
1,762,309,019

Unrealized appreciation
$
27,320,266

Unrealized depreciation
(163,710,411
)
Net unrealized depreciation
$
(136,390,145
)


Recent Accounting Pronouncements
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.

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

35






BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
March 31, 2020

3. Management Fees, Incentive Compensation and Other Expenses (continued)


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. As of March 31, 2020 , the Company's cumulative total return did not exceed the total return hurdle and, as a result, no incentive compensation was accrued for the quarter ended March 31, 2020 .

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 March 31, 2020 and December 31, 2019, 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 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”). Prior to its maturity on December 15, 2019, leverage also included convertible senior unsecured notes due December 2019 issued by the Company (the “2019 Convertible Notes”).

Total leverage outstanding and available at March 31, 2020 was as follows:
Maturity
Rate
Carrying Value*
Available
Total
Capacity
SVCP Facility
2023 **

L+2.00%
$
108,362,940

$
161,637,060

$
270,000,000

TCPC Funding Facility
2023
L+2.00%
215,000,000

85,000,000

300,000,000

SBA Debentures
2024−2029
2.63%
§
138,000,000

12,000,000

150,000,000

2022 Convertible Notes ($140 million par)
2022
4.625%
138,739,857


138,739,857

2022 Notes ($175 million par)
2022
4.125%
174,681,290


174,681,290

2024 Notes ($200 million par)
2024
3.900%
197,891,341


197,891,341

Total leverage
972,675,428

$
258,637,060

$
1,231,312,488

Unamortized issuance costs
(7,217,414
)
Debt, net of unamortized issuance costs
$
965,458,014




36






BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
March 31, 2020

4. Leverage — (continued)


______________
*
Except for the convertible notes, the 2022 Notes and the 2024 Notes, all carrying values are the same as the principal amounts outstanding.
As of March 31, 2020, $8.2 million of the outstanding amount bore interest at a rate of EURIBOR + 2.00%
Subject to certain funding requirements
§
Weighted-average interest rate, excluding fees of 0.36% or 0.35%
**
In April 2020, the maturity was extended to May 6, 2024
Total leverage outstanding and available at December 31, 2019 was as follows:
Maturity
Rate
Carrying Value*
Available
Total
Capacity
SVCP Facility
2023
L+2.00%

$
108,497,620

$
161,502,380

$
270,000,000

TCPC Funding Facility
2023
L+2.00%

158,000,000

142,000,000

300,000,000

SBA Debentures
2024−2029
2.63
%
§
138,000,000

12,000,000

150,000,000

2022 Convertible Notes ($140 million par)
2022
4.625
%
138,584,313


138,584,313

2022 Notes ($175 million par)
2022
4.125
%
174,649,566


174,649,566

2024 Notes ($200 million par)
2024
3.900
%
197,782,572


197,782,572

Total leverage
915,514,071

$
315,502,380

$
1,231,016,451

Unamortized issuance costs
(7,711,684
)
Debt, net of unamortized issuance costs
$
907,802,387

______________
*
Except for the convertible notes, the 2022 Notes and the 2024 Notes, all carrying values are the same as the principal amounts outstanding.
As of December 31, 2019, $8.3 million of the outstanding amount bore interest at a rate of EURIBOR + 2.00%
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 March 31, 2020 and December 31, 2019 were 3.73% and 3.84% , respectively.

Total expenses related to debt included the following:
Three Months Ended March 31,
2020
2019
Interest expense
$
9,706,948

$
9,583,131

Amortization of deferred debt issuance costs
897,181

906,641

Commitment fees
351,517

197,861

Total
$
10,955,646

$
10,687,633

Outstanding leverage is carried at amortized cost in the Consolidated Statements of Assets and Liabilities. As of March 31, 2020 , the estimated fair values of the SVCP Facility, the TCPC Funding Facility and the SBA Debentures approximated their carrying values, and the 2022 Convertible Notes, the 2022 Notes and the 2024 Notes had estimated fair values of $123.9 million , $ 159.3 million and $170.0 million, respectively. As of December 31, 2019 , the estimated fair values of the SVCP Facility, the TCPC Funding Facility and the SBA Debentures approximated their carrying values, and the 2022 Convertible Notes, the 2022 Notes and the 2024 Notes had estimated fair values of $144.0 million, $181.6 million and $205.0 million, respectively. The estimated fair values of the SVCP Facility, the TCPC Funding Facility and the SBA Debentures were determined by discounting projected remaining payments using market interest

37






BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
March 31, 2020

4. Leverage — (continued)


rates for borrowings of the Company and entities with similar credit risks at the measurement date. The estimated fair values of the 2022 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 matured on December 15, 2019. The 2019 Convertible Notes were general unsecured obligations of the Company, and ranked structurally junior to the SVCP Facility, TCPC Funding Facility and the SBA Debentures. The Company did not have the right to redeem the 2019 Convertible Notes prior to maturity. The 2019 Convertible Notes bore interest at an annual rate of 5.25%, paid semi-annually. In certain circumstances, the 2019 Convertible Notes could have been converted 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. Prior to its maturity on December 15, 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 were 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 have converted their 2019 Convertible Notes at any time. Upon conversion, the Company would 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. No notes were converted prior to the notes maturing on December 15, 2019.

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 March 31, 2020 , 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

38






BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
March 31, 2020

4. Leverage — (continued)


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 were accounted for in accordance with ASC Topic 470-20 – Debt with Conversion and Other Options . Upon conversion of any of 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 were 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 March 31, 2020 and December 31, 2019 , the components of the carrying values of the 2019 Convertible Notes and 2022 Convertible Notes were as follows:

March 31, 2020
December 31, 2019
2019 Convertible
Notes
2022 Convertible
Notes
2019 Convertible
Notes
2022 Convertible
Notes
Principal amount of debt
N/A
$
140,000,000

N/A
$
140,000,000

Original issue discount, net of accretion
N/A
(1,260,143
)
N/A
(1,415,687
)
Carrying value of debt
N/A
$
138,739,857

N/A
$
138,584,313


For the three months ended March 31, 2020 and 2019, the components of interest expense for the convertible notes were as follows:
Three Months Ended March 31,
2020
2019
2019
Convertible
Notes
2022
Convertible
Notes
2019
Convertible
Notes
2022
Convertible
Notes
Stated interest expense
N/A
$
1,618,750

$
1,417,500

$
1,618,750

Amortization of original issue discount
N/A
155,544

127,540

147,869

Total interest expense
N/A
$
1,774,294

$
1,545,040

$
1,766,619

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 three months ended March 31, 2019 . 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 three months ended March 31, 2020 and March 31, 2019 .



39






BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
March 31, 2020

4. Leverage — (continued)


Unsecured Notes

On August 4, 2017, the Company issued $125.0 million of unsecured notes that mature on August 11, 2022, unless previously repurchased or redeemed in accordance with their terms. 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, and rank pari passu with the 2022 Convertible Notes and the 2024 Notes. 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, unless previously repurchased or redeemed in accordance with their terms. On November 26, 2019, the Company issued an additional $50.0 million of the 2024 Notes. 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, and rank pari passu with the 2022 Convertible Notes and the 2022 Notes. 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 March 31, 2020 and December 31, 2019 , the components of the carrying value of the 2022 Notes and 2024 Notes were as follows:
March 31, 2020
December 31, 2019
2022 Notes
2024 Notes
2022 Notes
2024 Notes
Principal amount of debt
$
175,000,000

$
200,000,000

$
175,000,000

$
200,000,000

Original issue discount, net of accretion
(318,710
)
(2,108,659
)
(350,434
)
(2,217,428
)
Carrying value of debt
$
174,681,290

$
197,891,341

$
174,649,566

$
197,782,572


For the three months ended March 31, 2020 and 2019, the components of interest expense for the 2022 Notes and 2024 Notes were as follows:
Three Months Ended March 31,
2020
2019
2022 Notes
2024 Notes
2022 Notes
2024 Notes
Stated interest expense
$
1,804,688

$
1,950,000

$
1,804,688

N/A
Amortization of original issue discount
31,725

108,770

30,430

N/A
Total interest expense
$
1,836,413

$
2,058,770

$
1,835,118

N/A

SVCP Facility

The SVCP Facility consists of a revolving, multi-currency credit facility which provides for amounts to be drawn up to $270.0 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

40






BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
March 31, 2020

4. Leverage — (continued)


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 March 31, 2020 , SVCP was in full compliance with such covenants.

SBA Debentures

As of March 31, 2020 , 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 March 31, 2020 , 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.

SBA Debentures outstanding as of March 31, 2020 and December 31, 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
%
March 21, 2018
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

TCPC Funding Facility

The TCPC Funding Facility is a senior secured revolving credit facility which provides for amounts to be drawn up to $300.0 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. On November 4, 2019, the facility was amended to reduce the credit facility capacity by $50.0 million to $300.0 million. 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

41






BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
March 31, 2020

4. Leverage — (continued)


outstanding debt, the facility accrues commitment fees of 0.25% per annum on the unused portion of the facility, or 0.50% per annum when the unused portion is greater than 33% of the total facility, plus an administrative fee of 0.25% per annum. The facility may be terminated, and any outstanding amounts thereunder may become due and payable, should TCPC Funding fail to satisfy certain financial or other covenants. As of March 31, 2020 , 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.

42






BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
March 31, 2020

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 March 31, 2020 and December 31, 2019 as follows:
Unfunded Balances
Issuer
Maturity
March 31, 2020
December 31, 2019
2-10 Holdco, Inc.
10/31/2024
$
416,667

$
416,667

Acquia Inc.
11/1/2025
1,803,792

1,803,792

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

1,509,820

Apptio, Inc.
1/10/2025
769,231

769,231

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

3,193,208

Bisnow, LLC
9/21/2022
1,200,000

1,200,000

Blue Star Sports Holdings, Inc.
6/15/2024
55,556

55,556

CAREATC, Inc.
3/14/2024
N/A

607,288

Certify, Inc.
2/28/2024
1,966,322

2,497,761

Donuts Inc.
9/17/2023
426,207

660,634

Dude Solutions Holdings, Inc.
6/14/2025
1,619,124

2,207,896

Edmentum, Inc.
6/9/2020
N/A

205,642

Home Partners of America, Inc.
10/13/2022
N/A

2,142,857

iCIMS, Inc.
9/12/2024
490,735

490,735

JAMF Holdings, Inc.
11/13/2022
1,214,052

1,214,052

Kellermeyer Bergensons Services, LLC
11/7/2026
1,960,784

3,464,052

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

1,983,364

Patient Point Network Solutions, LLC
6/26/2022
N/A

176,190

Pegasus Business Intelligence, LP (Onyx Centersource)
12/20/2021
N/A

671,356

Persado, Inc.
2/1/2025
3,512,831

N/A

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

1,342,516

ResearchGate GmBH
10/1/2022
8,286,000

8,286,000

Rhode Holdings, Inc. (Kaseya)
5/3/2025
2,326,925

2,016,078

RigUp, Inc.
3/1/2024
9,666,667

N/A

Sandata Technologies, LLC
7/23/2024
N/A

2,250,000

Snow Software AB
4/17/2024
N/A

2,616,329

Space Midco, Inc. (Archibus)
12/5/2023
N/A

277,778

Spark Networks, Inc.
7/1/2023
1,005,887

1,005,887

Team Software, Inc.
9/17/2023
351,121

2,282,287

Telarix, Inc.
11/19/2023
N/A

178,571

TPC Intermediate Holdings, LLC
5/15/2020
4,100,294

4,363,137

Unanet, Inc.
5/31/2024
2,525,510

4,974,490

VSS-Southern Holdings, LLC
3/31/2022
N/A

1,027,397

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

1,405,501

Total Unfunded Balances
$
53,132,114

$
57,296,072



43






BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
March 31, 2020



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 March 31, 2020 and December 31, 2019 , 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 March 31, 2020 and December 31, 2019 , amounts reimbursable to the Advisor totaled $1.3 million and $1.6 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 three months ended March 31, 2020 and 2019, expenses allocated pursuant to the Administration Agreement totaled $0.5 million , and $0.6 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 three months ended March 31, 2020 and 2019:
2020
2019
Shares Issued
486

193

Average Price Per Share
$
6.25

$
14.19

Proceeds
$
3,039

$
2,738


The Company’s dividends are recorded on the ex-dividend date. The following table summarizes the Company’s dividends declared and paid for the three months ended March 31, 2020 :
Date Declared
Record Date
Payment Date
Type
Amount Per Share
Total Amount
February 26, 2020
March 17, 2020
March 31, 2020
Regular
$
0.36

$
21,155,913


The following table summarizes the Company’s dividends declared and paid for the three months ended March 31, 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


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

44






BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
March 31, 2010

7. Stockholders’ Equity and Dividends — (continued)

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 February 20, 2020, to be in effect through the earlier of two trading days after the Company’s first quarter 2020 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 three months ended March 31, 2020 :
Shares Repurchased
Price Per Share
Total Cost
Company Repurchase Plan
1,000,000
$
6.10

*
$
6,100,190

______________
*
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 three months ended March 31, 2019 :
Shares Repurchased
Price Per Share
Total Cost
Company Repurchase Plan
9,000
$
13.96

*
$
125,679

______________
*
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 three months ended March 31, 2020 and 2019 :
Three Months Ended March 31,
2020
2019
Net increase (decrease) in net assets applicable to common shareholders resulting from operations
$
(69,481,411
)
$
24,121,820

Weighted average shares outstanding
58,668,432

58,767,442

Earnings (loss) per share
$
(1.18
)
$
0.41



45






BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
March 31, 2020



9. Subsequent Events

In April 2020, the Company extended the maturity of its $270 million SVCP credit facility to May 6, 2024. The interest rate on the facility remained unchanged at LIBOR + 2.00%.

On April 30, 2020, 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 second quarter 2020 earnings release or such time as the approved $50.0 million repurchase amount has been fully utilized, subject to certain conditions.

On May 11, 2020, the Company’s board of directors declared a second quarter regular dividend of $0.36 per share payable on June 30, 2020 to stockholders of record as of the close of business on June 16, 2020 .



46






BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
March 31, 2020



10. Financial Highlights

Three Months Ended March 31,
2020
2019
Per Common Share
Per share NAV at beginning of period
$
13.21

$
14.13

Investment operations:
Net investment income
0.38

0.40

Net realized and unrealized losses
(1.56
)
0.01

Total from investment operations
(1.18
)
0.41

Repurchase of common stock
0.09


Distributions to common shareholders
(0.36
)
(0.36
)
Per share NAV at end of period
$
11.76

$
14.18

Per share market price at end of period
$
6.25

$
14.18

Total return based on market value (1), (2)
(53.0
)%
11.5
%
Total return based on net asset value (1), (3)
(8.3
)%
2.9
%
Shares outstanding at end of period
57,766,912

58,765,800




47






BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)

March 31, 2020

10. Financial Highlights — (continued)

Three Months Ended March 31,
2020
2019
Ratios to average common equity: (4)
Net investment income
11.7
%
13.3
%
Expenses excluding incentive compensation
10.2
%
9.1
%
Expenses including incentive compensation
10.2
%
9.7
%
Ending common shareholder equity
$
679,583,911

$
833,317,987

Portfolio turnover rate
4.7
%
9.1
%
Weighted-average leverage outstanding
$
934,766,749

$
808,228,913

Weighted-average interest rate on leverage
4.2
%
4.8
%
Weighted-average number of common shares
58,668,432

58,767,442

Average leverage per share
$
15.93

$
13.75

______________
(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.






48






BlackRock TCP Capital Corp.
Consolidated Schedule of Changes in Investments in Non-Controlled Affiliates (1) (Unaudited)

Three Months Ended March 31, 2020

Security
Dividends or Interest (2)
Fair Value at
December 31, 2019
Net realized gain or loss
Net increase or decrease in unrealized appreciation or depreciation
Acquisitions (3)
Dispositions (4)
Fair Value at
March 31, 2020
AGY Holding Corp., Common Stock
$

$

$

$

$

$

$

AGY Holding Corp., Senior Secured 2nd Lien Notes, 11%, due 11/15/20

3,708,428


(3,490,281
)


218,147

AGY Holding Corp., Senior Secured Delayed Draw Term Loan A, 12%, due 9/15/20
24,344


46,712

1,144,606


1,191,318

AGY Holding Corp., Senior Secured Delayed Draw Term Loan, 12%, due 9/15/20
33,806

1,114,120



33,795


1,147,915

AGY Holding Corp., Senior Secured Term Loan A1, 12%, due 9/15/20
166


24,912

224,211


249,123

AGY Holding Corp., Senior Secured Term Loan, 12%, due 9/15/20
156,911

5,171,151



156,858


5,328,009

Edmentum Ultimate Holdings, LLC, Class A Common Units

1,433,968


(1,433,952
)


16

Edmentum Ultimate Holdings, LLC, Junior PIK Notes, 10%, due 6/9/20
495,420

17,609,276


(6,809,489
)
492,687


11,292,474

Edmentum Ultimate Holdings, LLC, Senior PIK Notes, 8.5%, due 6/9/20
80,131

3,675,888



79,848


3,755,736

Edmentum Ultimate Holdings, LLC, Warrants to Purchase Class A Common Units

7,084,470


(7,084,470
)



Edmentum, Inc., Junior Revolving Facility, 5%, due 6/9/20
68,690

5,235,978


(5
)
262,892


5,498,865

Edmentum, Inc., Senior Secured 1st Lien Term Loan B, 8.5%, due 6/9/21
461,515

10,740,023


(182,660
)
235,323


10,792,686

Edmentum, Inc., Senior Secured 2nd Lien Term Loan, 7% PIK, due 12/8/21
148,296

8,281,661


(8
)
148,150


8,429,803

Educationcity Limited (Edmentum), Senior Unsecured Promissory Note, 10%, due 8/31/20
40,718



30,383

3,677,040


3,707,423

Iracore International Holdings, Inc., Senior Secured 1st Lien Term Loan, LIBOR + 9%, 1% LIBOR Floor, due 4/13/21
44,408

1,635,903





1,635,903

Iracore Investments Holdings, Inc., Class A Common Stock

2,476,881


1,424,671



3,901,552

KAGY Holding Company, Inc., Series A Preferred Stock







NEG Parent, LLC (CORE Entertainment, Inc.), Class A Units

6,925,848


(753,218
)


6,172,630

NEG Parent, LLC (CORE Entertainment, Inc.), Class A Warrants to Purchase Class A Units

391,407


(102,840
)


288,567

NEG Parent, LLC (CORE Entertainment, Inc.), Class B Warrants to Purchase Class A Units

395,290


(103,860
)


291,430

Total
$
1,554,405

$
75,880,292

$

$
(18,434,105
)
$
6,455,410

$

$
63,901,597

______________
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.


49






BlackRock TCP Capital Corp.
Consolidated Schedule of Changes in Investments in Controlled Affiliates (1) (Unaudited)

Three Months Ended March 31, 2020
Security
Dividends or Interest (2)
Fair Value at
December 31, 2019
Net realized gain or loss
Net increase or decrease in unrealized appreciation or depreciation
Acquisitions (3)
Dispositions (4)
Fair Value at
March 31, 2020
36th Street Capital Partners Holdings, LLC, Membership Units
$
428,419

$
31,682,859

$

$
(3,795,252
)
$

$

$
27,887,607

36th Street Capital Partners Holdings, LLC, Senior Note, 12%, due 11/1/20
1,225,033

40,834,419





40,834,419

Anacomp, Inc., Class A Common Stock

1,167,640


276,216



1,443,856

Conergy Asia & ME Pte. Ltd., 1st Lien Term Loan, 10%, due 5/26/20
44,222

1,207,786


271,747



1,479,533

Conergy Asia Holdings Limited, Class B Shares







Conergy Asia Holdings Limited, Ordinary Shares







Conventional Lending TCP Holdings, LLC, Membership Units
407,000

14,269,948


(1,576,995
)
1,500,000


14,192,953

Kawa Solar Holdings Limited, Bank Guarantee Credit Facility, 0%, due 5/26/20

3,289,438





3,289,438

Kawa Solar Holdings Limited, Ordinary Shares







Kawa Solar Holdings Limited, Revolving Credit Facility, 0%, due 5/26/20

2,208,823


(78,887
)


2,129,936

Kawa Solar Holdings Limited, Series B Preferred Shares







United N659UA-767, LLC (Aircraft Trust Holding Company)
26,635

2,300,366


(214,824
)

(60,308
)
2,025,234

United N661UA-767, LLC (Aircraft Trust Holding Company)
11,502

2,347,314

162,012

(121,954
)

(2,387,372
)

Total
$
2,142,811

$
99,308,593

$
162,012

$
(5,239,949
)
$
1,500,000

$
(2,447,680
)
$
93,282,976

______________
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.

50






BlackRock TCP Capital Corp.

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

Year Ended December 31, 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
December 31, 2019
AGY Holding Corp., Common Stock
$

$

$

$

$

$

$

AGY Holding Corp., Senior Secured 2nd Lien Notes, 11%, due 11/15/20
545,334

9,777,740


(6,752,077
)
682,765


3,708,428

AGY Holding Corp., Senior Secured Delayed Draw Term Loan, 12%, due 9/15/20
128,644

1,049,147



64,973


1,114,120

AGY Holding Corp., Senior Secured Term Loan, 12%, due 9/15/20
597,096

4,869,577



301,574


5,171,151

Edmentum Ultimate Holdings, LLC, Class A Common Units



1,433,968



1,433,968

Edmentum Ultimate Holdings, LLC, Junior PIK Notes, 10%, due 6/9/20
1,864,600

11,152,078


4,621,493

1,835,705


17,609,276

Edmentum Ultimate Holdings, LLC, Senior PIK Notes, 8.5%, due 6/9/20
304,833

3,375,453



300,435


3,675,888

Edmentum Ultimate Holdings, LLC, Warrants to Purchase Class A Common Units



7,084,470



7,084,470

Edmentum, Inc., Junior Revolving Facility, 5%, due 6/9/20
217,659

1,153,076



6,149,380

(2,066,478
)
5,235,978

Edmentum, Inc., Senior Secured 1st Lien Term Loan B, 8.5%, due 6/9/21
1,327,742

6,187,478


262,555

4,289,990


10,740,023

Edmentum, Inc., Senior Secured 2nd Lien Term Loan, 7% PIK, due 12/8/21
569,374

7,719,069



562,592


8,281,661

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
77,673




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

(20,524,650
)
14,851,816

2,006,277

(4,220
)

Iracore International Holdings, Inc., Senior Secured 1st Lien Term Loan, LIBOR + 9%, 1% LIBOR Floor, due 4/13/21
220,506

1,900,733




(264,830
)
1,635,903

Iracore Investments Holdings, Inc., Class A Common Stock

1,375,243


1,101,638



2,476,881

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
101,051

1,574,099



84,863

(1,658,962
)

NEG Parent, LLC (CORE Entertainment, Inc.), Class A Units

6,543,086


382,762



6,925,848

NEG Parent, LLC (CORE Entertainment, Inc.), Class A Warrants to Purchase Class A Units

364,299


27,107



391,406

NEG Parent, LLC (CORE Entertainment, Inc.), Class B Warrants to Purchase Class A Units

367,914


27,376



395,290

NEG Parent, LLC (CORE Entertainment, Inc.), Litigation Trust Units

1,118,110

809,444

(1,118,110
)

(809,444
)

Total
$
6,148,696

$
63,193,357

$
(19,671,886
)
$
20,927,520

$
21,380,249

$
(9,948,949
)
$
75,880,291

______________
Notes to Consolidated Schedule of Changes in Investments in Non-Controlled Affiliates:
(1)
The issuers of the securities listed on this schedule are considered non-controlled affiliates under the Investment Company Act of 1940 due to the ownership by the Company of 5% to 25% of the issuers' voting securities.
(2)
Also includes fee and lease income as applicable.
(3)
Acquisitions include new purchases, PIK income and amortization of original issue and market discounts.
(4)
Dispositions include decreases in the cost basis from sales, paydowns, mortgage amortizations and aircraft depreciation.












51







BlackRock TCP Capital Corp.
Consolidated Schedule of Changes in Investments in Controlled Affiliates (1)

Year Ended December 31, 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
December 31, 2019
36th Street Capital Partners Holdings, LLC, Membership Units
$
2,392,274

$
18,931,734

$

$
6,296,773

$
6,454,352

$

$
31,682,859

36th Street Capital Partners Holdings, LLC, Senior Note, 12%, due 11/1/20
3,874,967

27,839,419



12,995,000


40,834,419

Anacomp, Inc., Class A Common Stock

1,418,746


(251,106
)


1,167,640

Conergy Asia & ME Pte. Ltd., 1st Lien Term Loan, 10%, due 5/26/20
177,381

1,773,807


(566,022
)


1,207,785

Conergy Asia Holdings Limited, Class B Shares







Conergy Asia Holdings Limited, Ordinary Shares







Conventional Lending TCP Holdings, LLC, Membership Units
981,790




14,269,948


14,269,948

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


(134,800
)

(578,645
)
2,208,824

Kawa Solar Holdings Limited, Series B Preferred Shares







United N659UA-767, LLC (Aircraft Trust Holding Company)
159,808

2,826,708


(164,500
)

(361,842
)
2,300,366

United N661UA-767, LLC (Aircraft Trust Holding Company)
138,019

2,896,083


(165,139
)

(383,630
)
2,347,314

Total
$
7,724,239

$
70,291,689

$

$
3,620,169

$
33,719,300

$
(8,322,565
)
$
99,308,593

______________
Notes to Consolidated Schedule of Changes in Investments in Controlled Affiliates:
(1)
The issuers of the securities listed on this schedule are considered controlled affiliates under the Investment Company Act of 1940 due to the ownership by the Company of more than 25% of the issuers' voting securities.
(2)
Also includes fee and lease income as applicable.
(3)
Acquisitions include new purchases, PIK income and amortization of original issue and market discounts.
(4)
Dispositions include decreases in the cost basis from sales, paydowns, mortgage amortizations and aircraft depreciation.


52






BlackRock TCP Capital Corp.

Consolidated Schedule of Restricted Securities of Unaffiliated Issuers (Unaudited)

March 31, 2020

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 (SVC) LLC, Series C Preferred Units
12/31/19
FinancialForce.com, Inc., Warrants to Purchase Series C Preferred Stock
1/30/19
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
Pico Quantitative Trading Holdings, LLC, Warrants to Purchase Membership Units
2/7/20
Quora, Inc., Warrants to Purchase Series D Preferred Stock
4/12/19
ResearchGate Corporation., Warrants to Purchase Series D Preferred Stock
11/7/19
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
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

53






BlackRock TCP Capital Corp.

Consolidated Schedule of Restricted Securities of Unaffiliated Issuers

December 31, 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 (SVC) LLC, Series C Preferred Units
12/31/19
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
ResearchGate Corporation., Warrants to Purchase Series D Preferred Stock
11/7/19
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

54






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.


55






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”), $300.0 million in available debt under a senior secured revolving credit facility issued by TCPC Funding (the “TCPC Funding Facility”), $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”), $200.0 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 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”). Prior to its maturity on December 15, 2019, leverage also included convertible senior unsecured notes due December 2019 issued by the Company (the “2019 Convertible Notes”).

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.





56






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 March 31, 2020 , 90.5% 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;


57






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

58






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.


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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 March 31, 2020 , none of our investments were categorized as Level 1, 2.3% were categorized as Level 2, 97.5% were Level 3 investments valued based on valuations by independent third party sources, and 0.2% were Level 3 investments valued based on valuations by the Advisor.


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As of December 31, 2019 , none of our investments were categorized as Level 1, 8.3% were categorized as Level 2, 91.6% 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

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

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

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

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

Portfolio and investment activity

During the three months ended March 31, 2020 , we invested approximately $143.0 million , comprised of new investments in six new and seven existing portfolio companies, as well as draws made on existing commitments and PIK received on prior investments. Of these investments, $134.2 million, or 93.8% of total acquisitions, were in senior secured loans. The remaining $8.8 million (6.2% of total acquisitions) was comprised primarily of $4.2 million (2.9% of total acquisitions) in unsecured notes and $4.6 million (3.2% of total acquisitions) in equity investments comprised primarily of $4.0 million in equity interests in portfolios of debt and lease assets and $0.6 million in equity positions received in connection with debt investments. Additionally, we received approximately $76.9 million in proceeds from sales or repayments of investments during the three months ended March 31, 2020 .

During the three months ended March 31, 2019, we invested approximately $150.1 million, comprised of new investments in four new and six existing portfolio companies, as well as draws made on existing commitments and PIK received on prior investments. Of these investments, 96.0% were in senior secured debt comprised of senior secured loans ($142.9 million, or 95.2% of total acquisitions) and senior secured notes ($1.2 million, or 0.8% of total acquisitions). The remaining $6.0 million (4.0% of total acquisitions) were comprised primarily of $3.1 million in equity interests in a portfolio of debt assets, $0.4 million in equity interests in a portfolio of lease assets, and $2.5 million in equity positions received in connection with debt investments. Additionally, we received approximately $146.4 million in proceeds from sales or repayments of investments during the three months ended March 31, 2019.

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At March 31, 2020 , our investment portfolio of $1,625.9 million (at fair value) consisted of 108 portfolio companies and was invested 93.6% in debt investments, primarily in senior secured debt. In aggregate, our investment portfolio was invested 87.8% in senior secured loans, 4.7% in senior secured notes, 0.9% in junior notes, 0.2% in senior unsecured loans and 6.4% in equity investments. Our average portfolio company investment at fair value was approximately $15.1 million. Our largest portfolio company investment by value was approximately 4.2% of our portfolio and our five largest portfolio company investments by value comprised approximately 16.4% of our portfolio at March 31, 2020 .
At December 31, 2019 , our investment portfolio of $1,649.5 million (at fair value) consisted of 105 portfolio companies and was invested 93.1% in debt investments, primarily in senior secured debt. In aggregate, our investment portfolio was invested 86.6% in senior secured loans, 5.2% in senior secured notes, 1.3% in junior notes and 6.9% in equity investments. Our average portfolio company investment at fair value was approximately $15.7 million. Our largest portfolio company investment by value was approximately 4.4% of our portfolio and our five largest portfolio company investments by value comprised approximately 17.2% of our portfolio at December 31, 2019 .

During 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.


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The industry composition of our portfolio at fair value at March 31, 2020 was as follows:
Industry
Percent of Total
Investments
Internet Software and Services
12.0
%
Diversified Financial Services
11.1
%
Software
6.4
%
Textiles, Apparel and Luxury Goods
6.2
%
Professional Services
5.7
%
Media
4.3
%
Automobiles
4.2
%
Diversified Consumer Services
4.0
%
Diversified Telecommunication Services
3.9
%
IT Services
3.8
%
Insurance
3.8
%
Airlines
3.3
%
Consumer Finance
2.9
%
Hotels, Restaurants and Leisure
2.6
%
Capital Markets
2.6
%
Health Care Technology
2.3
%
Building Products
2.2
%
Commercial Services and Supplies
1.8
%
Energy Equipment and Services
1.8
%
Thrifts and Mortgage Finance
1.7
%
Tobacco Related
1.6
%
Aerospace and Defense
1.6
%
Pharmaceuticals
1.3
%
Road and Rail
1.1
%
Electrical Equipment
1.0
%
Other
6.8
%
Total
100.0
%

The weighted average effective yield of our debt portfolio was 10.3% at March 31, 2020 and 10.3% at December 31, 2019. The weighted average effective yield of our total portfolio was 9.8% at March 31, 2020 and 9.7% at December 31, 2019. At March 31, 2020 , 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 65.7% at March 31, 2020 . At December 31, 2019, 92.1% 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 7.9% bore interest at fixed rates. The percentage of floating rate debt investments in our portfolio that were subject to an interest rate floor was 63.5% at December 31, 2019.


Results of operations

Investment income

Investment income totaled $41.3 million and $47.5 million, respectively, for the three months ended March 31, 2020 and 2019 , of which $40.6 million and $46.9 million were attributable to interest and fees on our debt investments, $0.4 million and $0.5 million to dividend income, $0.1 million and $0.1 million to lease income and

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$0.2 million and $0.0 million to other income, respectively. Included in interest and fees on our debt investments were $0.6 million and $2.6 million of non-recurring income related to prepayments for the three months ended March 31, 2020 and 2019 , respectively. The decrease in investment income in the three months ended March 31, 2020 compared to the three months ended March 31, 2019 primarily reflects a decrease in interest income due to the decline in LIBOR rates and the higher prepayment income in the earlier period.

Expenses

Total operating expenses for the three months ended March 31, 2020 and 2019 were $19.2 million and $24.2 million, respectively, comprised of $11.0 million and $10.7 million in interest expense and related fees, $6.1 million and $6.0 million in base management and advisory fees, $0.5 million and $0.6 million in administrative expenses, $0.5 million and $0.4 million in legal and professional fees, $0.0 million and $5.4 million in incentive fee expense, and $1.1 million and $1.1 million in other expenses, respectively. The decrease in expenses in the three months ended March 31, 2020 compared to the three months ended March 31, 2019 primarily reflects the lower incentive fees in the first quarter of 2020 due to the Company's total return not exceeding the total return hurdle, partially offset by the somewhat higher interest expense and other costs related to the increase in outstanding debt but mitigated by the reduced average interest rate on outstanding debt.
Net investment income

Net investment income was $22.1 million and $23.3 million, respectively, for the three months ended March 31, 2020 and 2019 . The decrease in net investment income in the three months ended March 31, 2020 compared to the three months ended March 31, 2019 primarily reflects the decrease in total investment income, partially offset by the decrease in expenses in the three months ended March 31, 2020 .

Net realized and unrealized gain or loss

Net realized gain for the three months ended March 31, 2020 and 2019 was $5.0 million and $(0.3) million, respectively. Net realized gain for the three months ended March 31, 2020 was comprised primarily of a $4.9 million gain on the disposition of our investment in STG-Fairway (First Advantage), exclusive of prepayment income earned.

For the three months ended March 31, 2020 and 2019 , the change in net unrealized appreciation/depreciation was $(96.5) million and $1.1 million, respectively. The change in net unrealized appreciation/depreciation for the three months ended March 31, 2020 was primarily driven by spread widening and volatility across our portfolio related to the market impact of COVID-19. The change in net unrealized appreciation/depreciation for the three months ended March 31, 2019 was comprised primarily of various market gains resulting from generally tighter spreads, partially offset by a $2.5 million markdown on Green Biologics

Incentive compensation

Beginning January 1, 2018, incentive compensation is paid to the Advisor as a fee and included in operating expenses in the Statement of Operations rather than as an allocation and distribution to SVCP's general partner within the Statement of Operations. Incentive compensation included in operating expenses for the three months ended March 31, 2020 and 2019 was $0.0 million and $5.4 million, respectively. There was no incentive compensation for the three months ended March 31, 2020 as a result of our cumulative total return not exceeding the total return hurdle.

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

64






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 three months ended March 31, 2020 and 2019 .

Net increase (decrease) in net assets resulting from operations

The net increase (decrease) in net assets applicable to common shareholders resulting from operations was $(69.5) million and $24.1 million for the three months ended March 31, 2020 and 2019 , respectively. The lower net increase in net assets resulting from operations during the three months ended March 31, 2020 was primarily due to the higher net realized and unrealized loss and the lower net investment income during the three months ended March 31, 2020 compared to the three months ended March 31, 2019 .

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 three months ended March 31, 2020 and 2019:
2020
2019
Shares Issued
486

193

Average Price Per Share
$
6.25

$
14.19

Proceeds
$
3,039

$
2,738


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 April 30, 2020, to be in effect through the earlier of two trading days after our second quarter 2020 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 three months ended March 31, 2020 and 2019:

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2020
2019
Shares Repurchased
1,000,000

9,000

Price Per Share *
$
6.10

$
13.96

Total Cost
$
6,100,190

$
125,679

______________
*
Weighted-average price per share
Total leverage outstanding and available under the combined Leverage Program at March 31, 2020 were as follows:
Maturity
Rate
Carrying Value*
Available
Total
Capacity
SVCP Facility
2023 **

L+2.00%
$
108,362,940

$
161,637,060

$
270,000,000

TCPC Funding Facility
2023
L+2.00%
215,000,000

85,000,000

300,000,000

SBA Debentures
2024−2029
2.63%
§
138,000,000

12,000,000

150,000,000

2022 Convertible Notes ($140 million par)
2022
4.625%
138,739,857


138,739,857

2022 Notes ($175 million par)
2022
4.125%
174,681,290


174,681,290

2024 Notes ($200 million par)
2024
3.900%
197,891,341


197,891,341

Total leverage
972,675,428

$
258,637,060

$
1,231,312,488

Unamortized issuance costs
(7,217,414
)
Debt, net of unamortized issuance costs
$
965,458,014

______________
*
Except for the convertible notes, the 2022 Notes and the 2024 Notes, all carrying values are the same as the principal amounts outstanding.
As of March 31, 2020, $8.2 million of the outstanding amount bore interest at a rate of EURIBOR + 2.00%
Subject to certain funding requirements
§
Weighted-average interest rate, excluding fees of 0.36% or 0.35%
**
In April 2020, the maturity was extended to May 6, 2024
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 March 31, 2020 , the Company’s asset coverage ratio was 181%.

On July 13, 2015, we obtained exemptive relief from the SEC to permit us to exclude debt outstanding under the SBA Debentures from our asset coverage test under the 1940 Act. The exemptive relief provides us with

66






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 three months ended March 31, 2020 was $65.9 million. Our primary use of cash from operating activities during this period consisted of the settlement of acquisitions of investments (net of dispositions) of $63.7 million, partially offset by net investment income (net of non-cash income and expenses) of approximately $2.2 million.

Net cash provided by financing activities was $29.6 million during the three months ended March 31, 2020 , consisting primarily of $56.9 million of net borrowings of debt, reduced by $21.2 million in regular dividends paid on common equity and $6.1 million in repurchases of common shares.

At March 31, 2020 , we had $8.6 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 March 31, 2020 , we were in compliance with all financial and operational covenants required by the Leverage Program.

Unfavorable economic conditions, such as those caused by COVID-19, 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 2022 Convertible Notes, the 2022 Notes, the SVCP Facility, the TCPC Funding Facility and the 2024 Notes, mature in 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

67






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 three months ended March 31, 2020 and 2019 :
Date Declared
Record Date
Payment Date
Type
Amount
Per Share
Total Amount
February 26, 2020
March 17, 2020
March 31, 2020
Regular
$
0.36

$
21,155,913


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


The following table summarizes the total shares issued in connection with our dividend reinvestment plan for the three months ended March 31, 2020 and 2019 :
2020
2019
Shares Issued
486

193

Average Price Per Share
$
6.25

$
14.19

Proceeds
$
3,039

$
2,738

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;


68






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 BlackRock and the Advisor, pursuant to which each of BlackRock and the Advisor has agreed to grant us a non-exclusive, royalty-free license to use the name "BlackRock" and "TCP."

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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 April 1, 2020 through May 10, 2020, the Company has invested approximately $17.0 million primarily in two senior secured loans with a combined effective yield of approximately 10.6%.

In April 2020, the Company extended the maturity of its $270 million SVCP credit facility to May 6, 2024. The interest rate on the facility remained unchanged at LIBOR + 2.00%.

On April 30, 2020, 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 second quarter 2020 earnings release or such time as the approved $50.0 million repurchase amount has been fully utilized, subject to certain conditions.
On May 11, 2020, the Company’s board of directors declared a second quarter regular dividend of $0.36 per share payable on June 30, 2020 to stockholders of record as of the close of business on June 16, 2020 .



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Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are subject to financial market risks, including changes in interest rates. At March 31, 2020 , 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 March 31, 2020 , the percentage of floating rate debt investments in our portfolio that were subject to an interest rate floor was 65.7% . 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 March 31, 2020 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
$
43,928,868

$
(9,700,844
)
$
34,228,024

Up 200 basis points
28,390,955

(6,467,229
)
21,923,726

Up 100 basis points
13,136,788

(3,233,615
)
9,903,173

Down 100 basis points
(5,420,996
)
3,233,615

(2,187,381
)
Down 200 basis points
(5,832,005
)
3,564,737

(2,267,268
)
Down 300 basis points
(5,946,845
)
3,564,737

(2,382,108
)


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Item 4.     Controls and Procedures

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

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 March 31, 2020 , 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 26, 2020, except as below.
Events outside of our control, including public health crises such as Coronavirus (“COVID-19”), may negatively affect the results of our operations.

An outbreak of infectious respiratory illness caused by a novel coronavirus known as “COVID-19” was first detected in China in December 2019 and has now been detected globally. On March 11, 2020, the World Health Organization announced that it had made the assessment that COVID-19 can be characterized as a pandemic. COVID-19, and concern about its spread has resulted in severe disruptions to global financial markets, restrictions on travel and gatherings of any measurable amount of people, including quarantines, expedited and enhanced health screenings, business and school closings, disruptions to employment and supply chains and reduced productivity, all of which have severely impacted business activity in virtually all economies, markets and sectors and negatively impacted the value of many financial and other assets.

The current economic situation and the unprecedented measures taken by state, local and national governments around the world to combat the spread of COVID-19 and its economic impacts, as well as various social, political and psychological tensions in the United States and around the world, may continue to contribute to severe market disruptions and volatility and reduced economic activity, may have long-term negative effects on the U.S. and worldwide financial markets and economy and may cause further economic uncertainties in the United States and worldwide.  It is difficult to predict how long the financial markets and economic activity will continue to be impacted by these events and the Company cannot predict the effects of these or similar events in the future on the U.S. economy and securities markets. Potential consequences of the current unprecedented measures taken in response to the spread of COVID-19, and current market disruptions and volatility on the Company include, but are not limited to:

sudden, unexpected and/or severe declines in the market price of our securities or net asset value;
inability of the Company to accurately or reliably value its portfolio;

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inability of the Company to comply with certain asset coverage ratios that would prevent the Company from paying dividends to our common stockholders and that could result breaches of covenants or events of default under our credit agreement or debt indentures;
inability of the Company to pay any dividends and distributions or service its debt;
inability of the Company to maintain its status as a regulated investment company under the Code;
potentially severe, sudden and unexpected declines in the value of our investments;
increased risk of default or bankruptcy by the companies in which we invest;
increased risk of companies in which we invest being unable to weather an extended cessation of normal economic activity and thereby impairing their ability to continue functioning as a going concern;
reduced economic demand resulting from mass employee layoffs or furloughs in response to governmental action taken to slow the spread of COVID-19, which could impact the continued viability of the companies in which we invest;
companies in which we invest being disproportionally impacted by governmental action aimed at slowing the spread of COVID-19 or mitigating its economic effects;
limited availability of new investment opportunities; and
general threats to the Company’s ability to continue investment operations and to operate successfully as a business development company.

It is virtually impossible to determine the ultimate impact of COVID-19 at this time. Accordingly, an investment in the Company is subject to an elevated degree of risk as compared to other market environments.

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
______________

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* Filed herewith.
(1)
Incorporated by reference to Exhibit (a)(2) to the Registrant’s Registration Statement under the Securities Act of 1933 (File No. 333-172669), on Form N-2, filed on May 13, 2011
(2)
Incorporated by reference to Exhibit 99.2 to the Registrant’s Form 8-K, filed on August 2, 2018
(3)
Incorporated by reference to Exhibit 99.3 to the Registrant’s Form 8-K, filed on August 2, 2018


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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

BlackRock TCP Capital Corp.
Date: May 11, 2020
By:
/s/ Howard M. Levkowitz
Name:
Howard M. Levkowitz
Title:
Chief Executive Officer
Date: May 11, 2020
By:
/s/ Paul L. Davis
Name:
Paul L. Davis
Title:
Chief Financial Officer



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