TCPC 10-Q Quarterly Report Sept. 30, 2023

BLACKROCK TCP CAPITAL CORP.

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10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q


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

For the Quarter Ended September 30, 2023


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

Commission File Number: 814-00899

BLACKROCK TCP CAPITAL CORP.

(Exact Name of Registrant as Specified in Charter)


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

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

( 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 ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ 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 ☒ No ☐

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

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


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller Reporting company	☐
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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes ☐ No ☒

The number of shares of the Registrant’s common stock, $0.001 par value, outstanding as of November 2, 2023 was 57,767,264 .

BLACKROCK TCP CAPITAL CORP.

FORM 10-Q

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023

TABLE OF CONTENTS


Part I.	Financial Information

Item 1.	Financial Statements
	Consolidated Statements of Assets and Liabilities as of September 30, 2023 (unaudited) and December 31, 2022	2

	Consolidated Statements of Operations for the three and nine months ended September 30, 2023 (unaudited) and September 30, 2022 (unaudited)	3

	Consolidated Statements of Changes in Net Assets for the three and nine months ended September 30, 2023 (unaudited) and September 30, 2022 (unaudited)	4

	Consolidated Statements of Cash Flows for the nine months ended September 30, 2023 (unaudited) and September 30, 2022 (unaudited)	5

	Consolidated Schedule of Investments as of September 30, 2023 (unaudited) and December 31, 2022	6

	Notes to Consolidated Financial Statements (unaudited)	27

	Consolidated Schedule of Changes in Investments in Affiliates for the nine months ended September 30, 2023 (unaudited) and year ended December 31, 202 2	56

	Consolidated Schedule of Restricted Securities of Unaffiliated Issuers as of September 30, 2023 (unaudited) and December 31, 2022	60

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	62

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	75

Item 4.	Controls and Procedures	75

Part II.	Other Information	77

Item 1.	Legal Proceedings	76

Item 1A.	Risk Factors	76

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	77

Item 3.	Defaults upon Senior Securities	77

Item 4.	Mine Safety Disclosures	77

Item 5.	Other Information	78

Item 6.	Exhibits	79

TABLE OF CONTENTS

BlackRock TCP Capital Corp.

Consolidated Statements o f Assets and Liabilities


	September 30, 2023			December 31, 2022
	(unaudited)
Assets
Investments, at fair value:
Non-controlled, non-affiliated investments (cost of $ 1,417,840,118 and $ 1,474,146,428 , respectively)	$	1,357,720,924		$	1,402,764,659
Non-controlled, affiliated investments (cost of $ 38,607,673 and $ 37,132,993 , respectively)		65,709,964			69,089,697
Controlled investments (cost of $ 195,494,803 and $ 158,500,500 , respectively)		169,889,830			137,733,285
Total investments (cost of $ 1,651,942,594 and $ 1,669,779,921 , respectively)		1,593,320,718			1,609,587,641

Cash and cash equivalents		91,653,006			82,435,171
Interest, dividends and fees receivable		26,660,224			20,903,797
Deferred debt issuance costs		4,061,159			3,597,236
Prepaid expenses and other assets		3,469,747			2,826,004
Total assets		1,719,164,854			1,719,349,849

Liabilities
Debt (net of deferred issuance costs of $ 3,784,018 and $ 5,056,427 , respectively)		970,374,273			944,005,814
Incentive fees payable		6,010,047			4,883,575
Interest and debt related payables		3,776,700			9,260,738
Reimbursements due to the Advisor		1,232,776			1,498,733
Management fees payable		—			6,084,202
Distributions payable		—			2,888,363
Payable for investments purchased		—			1,937,465
Accrued expenses and other liabilities		2,773,761			2,037,169
Total liabilities		984,167,557			972,596,059

Commitments and contingencies (Note 5)

Net assets	$	734,997,297		$	746,753,790

Composition of net assets applicable to common shareholders
Common stock, $ 0.001 par value; 200,000,000 shares authorized, 57,767,264 and 57,767,264 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively	$	57,767		$	57,767
Paid-in capital in excess of par		967,890,570			967,890,570
Distributable earnings (loss)		( 232,951,040	)		( 221,194,547	)
Total net assets		734,997,297			746,753,790
Total liabilities and net assets	$	1,719,164,854		$	1,719,349,849
Net assets per share	$	12.72		$	12.93

See accompanying notes to the consolidated financial statements.

TABLE OF CONTENTS

BlackRock TCP Capital Corp.

Consolidated Sta tements of Operations (Unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Investment income
Interest income (excluding PIK):
Non-controlled, non-affiliated investments	$	46,722,801		$	42,027,715		$	138,140,812		$	116,673,959
Non-controlled, affiliated investments		48,712			38,543			141,950			105,586
Controlled investments		2,970,153			1,970,246			7,954,881			5,706,085
PIK income:
Non-controlled, non-affiliated investments		3,511,734			2,061,595			8,728,033			5,146,491
Controlled investments		—			—			310,993			—
Dividend income:
Non-controlled, non-affiliated investments		263,420			278,321			821,599			765,404
Non-controlled, affiliated investments		672,734			597,715			1,960,002			1,741,419
Controlled investments		—			855,124			—			3,419,023
Other income:
Non-controlled, non-affiliated investments		21,387			331,420			376,209			657,153
Non-controlled, affiliated investments		—			45,650			45,650			97,503
Total investment income		54,210,941			48,206,329			158,480,129			134,312,623

Operating expenses
Interest and other debt expenses		12,133,863			10,167,966			35,971,338			28,882,380
Management fees		6,092,673			6,629,270			18,065,948			19,903,163
Incentive fees		6,010,047			5,173,948			17,255,238			13,876,038
Professional fees		745,978			386,531			1,519,106			1,366,919
Administrative expenses		357,921			403,355			1,092,268			1,324,450
Director fees		185,500			287,541			745,319			746,654
Insurance expense		134,212			146,566			426,790			508,688
Custody fees		94,811			80,659			276,727			241,181
Other operating expenses		122,860			539,026			1,781,273			2,047,545
Total operating expenses		25,877,865			23,814,862			77,134,007			68,897,018

Net investment income before taxes		28,333,076			24,391,467			81,346,122			65,415,605

Excise tax expense		13,164			—			48,604			—
Net investment income		28,319,912			24,391,467			81,297,518			65,415,605

Realized and unrealized gain (loss) on investments and foreign currency
Net realized gain (loss):
Non-controlled, non-affiliated investments		( 128,841	)		133,449			( 31,153,173	)		( 29,235,313	)
Non-controlled, affiliated investments		—			124,191			—			11,172,439
Controlled investments		—			—			—			( 124,801	)
Net realized gain (loss)		( 128,841	)		257,640			( 31,153,173	)		( 18,187,675	)

Net change in unrealized appreciation (depreciation):
Non-controlled, non-affiliated investments		( 9,268,963	)		( 15,273,883	)		11,820,648			( 23,435,906	)
Non-controlled, affiliated investments		( 4,131,670	)		( 1,568,147	)		( 5,339,736	)		( 8,726,239	)
Controlled investments		( 1,967,506	)		18,431,930			( 4,837,760	)		23,494,107
Net change in unrealized appreciation (depreciation)		( 15,368,139	)		1,589,900			1,643,152			( 8,668,038	)

Net realized and unrealized gain (loss)		( 15,496,980	)		1,847,540			( 29,510,021	)		( 26,855,713	)

Net increase (decrease) in net assets resulting from operations	$	12,822,932		$	26,239,007		$	51,787,497		$	38,559,892

Basic and diluted earnings (loss) per share	$	0.22		$	0.45		$	0.90		$	0.67

Basic and diluted weighted average common shares outstanding		57,767,264			57,767,264			57,767,264			57,767,264

See accompanying notes to the consolidated financial statements.

TABLE OF CONTENTS

BlackRock TCP Capital Corp.

Consolidated Statements of Changes in Net Assets (Unaudited)


	Common Stock
	Shares		Par Amount		Paid in Capital in Excess of Par			Distributable earnings (loss)			Total Net Assets
Balance at December 31, 2022		57,767,264	$	57,767	$	967,890,570		$	( 221,194,547	)	$	746,753,790
Net investment income		—		—		—			25,373,127			25,373,127
Net realized and unrealized gain (loss)		—		—		—			( 2,659,248	)		( 2,659,248	)
Dividends paid to shareholders		—		—		—			( 18,485,524	)		( 18,485,524	)
Balance at March 31, 2023		57,767,264	$	57,767	$	967,890,570		$	( 216,966,192	)	$	750,982,145

Net investment income		—		—		—			27,604,479			27,604,479
Net realized and unrealized gain (loss)		—		—		—			( 11,353,793	)		( 11,353,793	)
Dividends paid to shareholders		—		—		—			( 19,640,870	)		( 19,640,870	)
Balance at June 30, 2023		57,767,264	$	57,767	$	967,890,570		$	( 220,356,376	)	$	747,591,961

Net investment income		—		—		—			28,319,912			28,319,912
Net realized and unrealized gain (loss)		—		—		—			( 15,496,980	)		( 15,496,980	)
Dividends paid to shareholders		—		—		—			( 25,417,596	)		( 25,417,596	)
Balance at September 30, 2023		57,767,264	$	57,767	$	967,890,570		$	( 232,951,040	)	$	734,997,297


	Common Stock
	Shares		Par Amount		Paid in Capital in Excess of Par			Distributable earnings (loss)			Total Net Assets
Balance at December 31, 2021		57,767,264	$	57,767	$	966,409,911		$	( 137,011,042	)	$	829,456,636
Cumulative effect adjustment for the adoption of ASU 2020-06 (1)		—		—		( 3,309,596	)		3,196,507			( 113,089	)
Net investment income		—		—		—			19,753,940			19,753,940
Net realized and unrealized gain (loss)		—		—		—			( 7,304,980	)		( 7,304,980	)
Dividends paid to shareholders		—		—		—			( 17,330,179	)		( 17,330,179	)
Balance at March 31, 2022		57,767,264	$	57,767	$	963,100,315		$	( 138,695,754	)	$	824,462,328

Net investment income		—		—		—			21,270,198			21,270,198
Net realized and unrealized gain (loss)		—		—		—			( 21,398,273	)		( 21,398,273	)
Dividends paid to shareholders		—		—		—			( 17,330,179	)		( 17,330,179	)
Balance at June 30, 2022		57,767,264	$	57,767	$	963,100,315		$	( 156,154,008	)	$	807,004,074

Net investment income		—		—		—			24,391,467			24,391,467
Net realized and unrealized gain (loss)		—		—		—			1,847,540			1,847,540
Dividends paid to shareholders		—		—		—			( 17,330,179	)		( 17,330,179	)
Balance at September 30, 2022		57,767,264	$	57,767	$	963,100,315		$	( 147,245,180	)	$	815,912,902

(1)

See Note 2 and Note 4 for further information related to the adoption of ASU 2020-06.

See accompanying notes to the consolidated financial statements.

TABLE OF CONTENTS

BlackRock TCP Capital Corp.

Consolidated Statem ents of Cash Flows (Unaudited)


	Nine Months Ended September 30,
	2023			2022
Operating activities
Net increase (decrease) in net assets resulting from operations	$	51,787,497		$	38,559,892
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Net realized (gain) loss		31,153,173			18,187,675
Change in net unrealized (appreciation) depreciation of investments		( 1,570,402	)		9,426,843
Net amortization of investment discounts and premiums		( 4,285,353	)		( 8,012,520	)
Amortization of original issue discount on debt		159,420			147,862
Interest and dividend income paid in kind		( 7,112,215	)		( 5,146,491	)
Amortization of deferred debt issuance costs		2,219,197			2,282,999
Changes in assets and liabilities:
Purchases of investments		( 178,394,100	)		( 258,229,456	)
Proceeds from disposition of investments		176,475,820			406,036,503
Decrease (increase) in interest, dividends and fees receivable		( 5,756,427	)		751,857
Decrease (increase) in receivable for investments sold		—			5,790,508
Decrease (increase) in prepaid expenses and other assets		( 643,743	)		( 946,147	)
Increase (decrease) in payable for investments purchased		( 1,937,465	)		( 28,536,890	)
Increase (decrease) in incentive fees payable		1,126,472			1,431,505
Increase (decrease) in interest and debt related payables		( 5,484,038	)		( 7,401,200	)
Increase (decrease) in reimbursements due to the Advisor		( 265,957	)		204,507
Increase (decrease) in management fees payable		( 6,084,202	)		( 6,304,176	)
Increase (decrease) in accrued expenses and other liabilities		736,592			232,166
Net cash provided by (used in) operating activities		52,124,269			168,475,437

Financing activities
Draws on credit facilities		240,812,360			461,970,622
Repayments of credit facility draws		( 215,875,730	)		( 352,213,266	)
Payments of debt issuance costs		( 1,410,711	)		—
Dividends paid to shareholders		( 66,432,353	)		( 51,990,537	)
Repayment of convertible notes		—			( 140,000,000	)
Net cash provided by (used in) financing activities		( 42,906,434	)		( 82,233,181	)

Net increase (decrease) in cash and cash equivalents (including restricted cash)		9,217,835			86,242,256
Cash and cash equivalents (including restricted cash) at beginning of period		82,435,171			19,552,273
Cash and cash equivalents (including restricted cash) at end of period	$	91,653,006		$	105,794,529

Supplemental cash flow information
Interest payments	$	38,487,722		$	33,261,352
Excise tax payments	$	48,604		$	—

See accompanying notes to the consolidated financial statements

BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Unaudited)

September 30, 2023


Issuer	Instrument	Ref	Floor			Spread			Total Coupon			Maturity	Principal		Cost			Fair Value			% of Total Cash and Investments			Notes
Debt Investments (A)
Automobiles
ALCV Purchaser, Inc. (AutoLenders)	First Lien Term Loan	SOFR(M)		1.00	%		6.75	%		12.18	%	4/15/2026	$	6,012,603	$	5,956,830		$	5,856,275			0.35	%	G/N
ALCV Purchaser, Inc. (AutoLenders)	Sr Secured Revolver	SOFR(M)		1.00	%		6.75	%		12.18	%	4/15/2026	$	662,974		657,903			645,737			0.04	%	G/N
AutoAlert, LLC	First Lien Incremental Term Loan	SOFR(Q)		1.00	%		5.40	%		10.65	%	3/31/2028	$	18,812,631		18,812,631			18,812,631			1.11	%	F/N
AutoAlert, LLC	Second Lien Incremental Term Loan	SOFR(Q)		1.00	%		5.40	%		10.65	%	3/31/2029	$	8,915,522		8,915,522			8,915,522			0.53	%	F/N
																34,342,886			34,230,165			2.03	%
Building Products
Porcelain Acquisition Corporation (Paramount)	First Lien Term Loan	SOFR(Q)		1.00	%		5.75	%		11.49	%	4/30/2027	$	6,150,558		6,069,222			5,916,836			0.35	%	N
Porcelain Acquisition Corporation (Paramount)	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		5.75	%		11.49	%	4/30/2027	$	930,849		918,987			895,477			0.05	%	N
																6,988,209			6,812,313			0.40	%
Capital Markets
Pico Quantitative Trading, LLC	First Lien Term Loan ( 1.0 % Exit Fee)	SOFR(Q)		1.50	%		7.25	%		12.92	%	2/7/2025	$	21,791,007		21,485,635			21,987,126			1.30	%	L/N
Pico Quantitative Trading, LLC	First Lien Incremental Term Loan ( 1.0 % Exit Fee)	SOFR(Q)		1.50	%		7.25	%		12.88	%	2/7/2025	$	24,415,870		23,826,256			24,415,870			1.45	%	L/N
																45,311,891			46,402,996			2.75	%
Commercial Services & Supplies
Modigent, LLC (fka Pueblo Mechanical and Controls, LLC)	First Lien Term Loan	SOFR(Q)		0.75	%		6.00	%		11.38	%	8/23/2028	$	358,875		351,393			353,097			0.02	%	N
Modigent, LLC (fka Pueblo Mechanical and Controls, LLC)	First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%		6.00	%		11.39	%	8/23/2028	$	196,400		191,046			192,395			0.01	%	N
Modigent, LLC (fka Pueblo Mechanical and Controls, LLC)	Sr Secured Revolver	PRIME		0.75	%		5.00	%		13.50	%	8/23/2027	$	19,583		18,402			18,649			—		N
Thermostat Purchaser III, Inc. (Reedy Industries)	Second Lien Term Loan	SOFR(Q)		0.75	%		7.25	%		12.82	%	8/31/2029	$	7,767,802		7,673,276			7,371,644			0.44	%	N
																8,234,117			7,935,785			0.47	%
Communications Equipment
Plate Newco 1 Limited (Avanti) (United Kingdom)	Subordinated E1 Term Loan	LIBOR(Q)		—		12.50 % PIK				12.50	%	10/13/2023	$	88,455		58,350			—			—		C/H/N
Plate Newco 1 Limited (Avanti) (United Kingdom)	Subordinated E2 Term Loan	LIBOR(Q)		—		12.50 % PIK				12.50	%	10/13/2023	$	265,368		174,283			—			—		C/H/N
Plate Newco 1 Limited (Avanti) (United Kingdom)	Subordinated F Term Loan	LIBOR(Q)		—		12.50 % PIK				12.50	%	10/13/2023	$	1,071,041		650,880			—			—		C/H/N
Plate Newco 1 Limited (Avanti) (United Kingdom)	Subordinated G Term Loan	LIBOR(Q)		—		12.50 % PIK				12.50	%	10/13/2023	$	315,185		198,154			—			—		C/H/N
																1,081,667			—			—
Construction and Engineering
CSG Buyer, Inc. (Core States)	Sr Secured Revolver	SOFR(Q)		1.00	%		6.00	%		11.65	%	3/31/2028	$	—		( 29,212	)		( 61,344	)		—		K/N
CSG Buyer, Inc. (Core States)	First Lien Term Loan	SOFR(Q)		1.00	%		6.00	%		11.65	%	3/31/2028	$	8,847,846		8,670,889			8,476,236			0.49	%	N
CSG Buyer, Inc. (Core States)	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		6.00	%		11.65	%	3/31/2028	$	—		( 58,423	)		( 122,689	)		- 0.01	%	K/N
Geo Parent Corporation	First Lien Term Loan	SOFR(S)		—			5.25	%		10.80	%	12/29/2025	$	2,194,165		2,158,758			2,155,767			0.13	%	G/N
Homerenew Buyer, Inc. (Project Dream)	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		6.50	%		12.02	%	11/23/2027	$	3,600,994		3,539,659			3,485,762			0.21	%	N
Homerenew Buyer, Inc. (Project Dream)	First Lien Term Loan	SOFR(Q)		1.00	%		6.50	%		12.02	%	11/23/2027	$	1,682,273		1,651,681			1,628,440			0.10	%	N
Homerenew Buyer, Inc. (Project Dream)	Sr Secured Revolver	SOFR(Q)		1.00	%		6.50	%		12.01	%	11/23/2027	$	552,386		540,847			530,290			0.03	%	N
Hylan Intermediate Holding II, LLC	Second Lien Term Loan	SOFR(S)		1.00	%		10.00	%		15.47	%	3/11/2027	$	5,146,471		4,981,761			5,141,839			0.31	%	N
Hylan Intermediate Holding II, LLC	First Lien Term Loan	SOFR(S)		1.00	%		8.00	%		13.47	%	2/22/2026	$	4,983,707		4,983,707			4,979,222			0.30	%	N
LJ Avalon Holdings, LLC (Ardurra)	Sr Secured Revolver	SOFR(Q)		1.00	%		6.50	%		11.77	%	2/1/2029	$	—		( 22,404	)		( 13,403	)		—		K/N
LJ Avalon Holdings, LLC (Ardurra)	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		6.50	%		11.79	%	2/1/2030	$	296,678		239,616			263,171			0.02	%	N
LJ Avalon Holdings, LLC (Ardurra)	First Lien Term Loan	SOFR(Q)		1.00	%		6.50	%		11.77	%	2/1/2030	$	5,139,862		4,997,665			5,057,624			0.29	%	N
Vortex Finance Sub, LLC	First Lien Delayed Draw Term Loan	SOFR(M)		1.00	%		6.00	%		11.32	%	8/31/2029	$	77,148		72,377			72,314			—		N
Vortex Finance Sub, LLC	Sr Secured Revolver	SOFR(M)		1.00	%		6.00	%		11.33	%	8/31/2029	$	9,578		7,843			7,820			—		N
Vortex Finance Sub, LLC	First Lien Term Loan	SOFR(M)		1.00	%		6.00	%		11.32	%	8/31/2029	$	332,031		324,670			324,561			0.02	%	N
																32,059,434			31,925,610			1.89	%

BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Unaudited) (Continued)

September 30, 2023


Issuer	Instrument	Ref	Floor			Spread			Total Coupon			Maturity	Principal		Cost			Fair Value			% of Total Cash and Investments			Notes
Debt Investments (continued)
Consumer Finance
Freedom Financial Network Funding, LLC	First Lien Term Loan	SOFR(S)		1.00	%		9.00	%		14.54	%	9/21/2027	$	7,500,000	$	7,337,815		$	7,237,500			0.43	%	N
Freedom Financial Network Funding, LLC	First Lien Delayed Draw Term Loan	SOFR(S)		1.00	%		9.00	%		14.20	%	9/21/2027	$	2,500,000		2,447,980			2,412,500			0.14	%	N
Lucky US BuyerCo, LLC (Global Payments)	Sr Secured Revolver	SOFR(M)		1.00	%		7.50	%		12.82	%	3/30/2029	$	—		( 7,677	)		( 5,030	)		—		K/N
Lucky US BuyerCo, LLC (Global Payments)	First Lien Term Loan	SOFR(M)		1.00	%		7.50	%		12.82	%	3/30/2029	$	2,165,207		2,103,868			2,126,017			0.13	%	N
Money Transfer Acquisition Inc.	First Lien Term Loan	SOFR(M)		1.00	%		8.25	%		13.67	%	12/14/2027	$	6,895,930		6,771,114			6,771,803			0.40	%	N
																18,653,100			18,542,790			1.10	%

Containers & Packaging
BW Holding, Inc. (Brook & Whittle)	Second Lien Term Loan	SOFR(Q)		0.75	%		7.50	%		13.07	%	12/14/2029	$	11,969,577		11,738,994			10,640,954			0.63	%	N
BW Holding, Inc. (Brook & Whittle)	Second Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%		7.50	%		13.07	%	12/14/2029	$	1,110,271		1,089,200			987,031			0.06	%	N
																12,828,194			11,627,985			0.69	%
Distributors
Colony Display, LLC	First Lien Term Loan ( 15 % Exit Fee)	SOFR(Q)		1.00	%	6.50 % Cash + 3.00 % PIK				15.15	%	6/30/2026	$	7,001,641		6,919,587			6,385,496			0.38	%	L/N

Diversified Consumer Services
Fusion Holding Corp. (Finalsite)	First Lien Term Loan	SOFR(Q)		0.75	%		6.25	%		11.72	%	9/14/2029	$	458,797		449,839			452,053			0.03	%	N
Fusion Holding Corp. (Finalsite)	Sr Secured Revolver	SOFR(Q)		0.75	%		6.25	%		11.72	%	9/15/2027	$	—		( 673	)		( 551	)		—		K/N
Razor Group GmbH (Germany)	First Lien Delayed Draw Term Loan	SOFR(M)		2.00	%	5.00 % Cash + 5.00 % PIK				15.47	%	4/30/2025	$	43,330,479		43,433,112			41,679,702			2.48	%	H/N
Razor Group GmbH (Germany)	First Lien Sr Secured Convertible Term Loan	Fixed		—		3.50 % Cash + 3.50 % PIK				7.00	%	4/30/2025	$	4,776,297		4,776,297			4,795,402			0.28	%	H/N
SellerX Germany GmbH & Co. KG (Germany)	First Lien B Delayed Draw Term Loan	SOFR(Q)		2.00	%	4.50 % Cash + 4.50 % PIK				14.39	%	5/23/2026	$	—		—			—			—		H/N
SellerX Germany GmbH & Co. KG (Germany)	First Lien A1 Term Loan	SOFR(Q)		2.00	%	4.50 % Cash + 4.50 % PIK				14.39	%	5/23/2026	$	18,231,349		18,009,717			18,231,349			1.08	%	H/N
SellerX Germany GmbH & Co. KG (Germany)	First Lien A2 Term Loan	SOFR(Q)		2.00	%	4.50 % Cash + 4.50 % PIK				14.39	%	5/23/2026	$	20,578,700		20,302,630			20,578,700			1.22	%	H/N
Thras.io, LLC	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		7.00	%		12.65	%	12/18/2026	$	9,714,990		9,516,913			7,253,843			0.43	%	G
Thras.io, LLC	First Lien Term Loan	SOFR(Q)		1.00	%		7.00	%		12.65	%	12/18/2026	$	23,235,019		22,988,445			17,348,776			1.03	%	G
Whele, LLC (PerchHQ)	First Lien Incremental Term Loan	SOFR(M)		1.00	%	11.50 % PIK				16.95	%	10/15/2025	$	19,398,793		19,467,953			14,859,476			0.88	%	C/N
																138,944,233			125,198,750			7.43	%
Diversified Financial Services
2-10 Holdco, Inc.	First Lien Term Loan	SOFR(M)		0.75	%		6.00	%		11.42	%	3/26/2026	$	8,082,534		8,068,890			7,918,459			0.47	%	N
2-10 Holdco, Inc.	Sr Secured Revolver	SOFR(M)		0.75	%		6.00	%		11.42	%	3/26/2026	$	—		( 935	)		( 14,690	)		—		K/N
36th Street Capital Partners Holdings, LLC	Senior Note	Fixed		—			—			12.00	%	11/30/2025	$	50,131,437		50,131,437			50,131,437			2.97	%	E/F/N
Accordion Partners LLC	First Lien Term Loan	SOFR(Q)		0.75	%		6.25	%		11.64	%	8/29/2029	$	1,266,930		1,242,120			1,277,065			0.08	%	N
Accordion Partners LLC	First Lien Delayed Draw Term Loan A	SOFR(Q)		0.75	%		6.50	%		11.89	%	8/29/2029	$	101,481		99,483			102,496			0.01	%	N
Accordion Partners LLC	Sr Secured Revolver	SOFR(Q)		0.75	%		6.25	%		11.64	%	8/31/2028	$	—		( 2,077	)		—			—		K/N
Accordion Partners LLC	First Lien Delayed Draw Term Loan B	SOFR(Q)		0.75	%		6.25	%		11.62	%	8/29/2029	$	154,762		151,690			156,000			0.01	%	N
GC Champion Acquisition LLC (Numerix)	First Lien Term Loan	SOFR(S)		1.00	%		6.75	%		11.28	%	8/21/2028	$	698,210		686,447			684,315			0.04	%	N
GC Champion Acquisition LLC (Numerix)	First Lien Delayed Draw Term Loan	SOFR(S)		1.00	%		6.75	%		11.28	%	8/21/2028	$	193,947		190,662			190,088			0.01	%	N
Libra Solutions Intermediate Holdco, LLC et al (fka Oasis Financial, LLC)	Second Lien Term Loan	SOFR(M)		1.00	%		8.50	%		13.94	%	7/5/2026	$	17,633,544		17,428,025			17,280,873			1.02	%	N
Wealth Enhancement Group, LLC	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		6.25	%		10.77	%	10/4/2027	$	333,250		331,337			327,118			0.02	%	N
Wealth Enhancement Group, LLC	Sr Secured Revolver	SOFR(Q)		1.00	%		6.25	%		11.26	%	10/4/2027	$	—		( 100	)		( 348	)		—		K/N
Worldremit Group Limited (United Kingdom)	First Lien Term Loan ( 3.0 % Exit Fee)	SOFR(M)		1.00	%		9.25	%		14.81	%	2/11/2025	$	43,629,951		43,291,294			42,451,942			2.52	%	H/L/N
																121,618,273			120,504,755			7.15	%

BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Unaudited) (Continued)

September 30, 2023


Issuer	Instrument	Ref	Floor			Spread			Total Coupon			Maturity	Principal		Cost			Fair Value			% of Total Cash and Investments			Notes
Debt Investments (continued)
Diversified Telecommunication Services
Aventiv Technologies, Inc. (Securus)	Second Lien Term Loan	LIBOR(Q)		1.00	%		8.25	%		13.98	%	10/31/2025	$	25,846,154	$	25,750,004		$	18,738,462			1.11	%
Electric Utilities
Conergy Asia & ME Pte. Ltd. (Singapore)	First Lien Term Loan	Fixed		—			—			0		6/30/2024	$	2,110,141		2,110,141			—			—		D/F/H/N
Kawa Solar Holdings Limited (Conergy) (Cayman Islands)	Bank Guarantee Credit Facility	Fixed		—			—			0		12/31/2023	$	6,578,877		6,578,877			101,315			0.01	%	D/F/H/N
Kawa Solar Holdings Limited (Conergy) (Cayman Islands)	Revolving Credit Facility	Fixed		—			—			0		12/31/2023	$	5,535,517		5,535,517			1,380,004			0.08	%	D/F/H/N
																14,224,535			1,481,319			0.09	%
Health Care Technology
Appriss Health, LLC (PatientPing)	First Lien Term Loan	SOFR(Q)		1.00	%		7.25	%		12.23	%	5/6/2027	$	8,106,701		8,004,982			7,936,460			0.47	%	N
Appriss Health, LLC (PatientPing)	Sr Secured Revolver	SOFR(Q)		1.00	%		7.25	%		12.23	%	5/6/2027	$	—		( 6,558	)		( 11,435	)		—		K/N
CareATC, Inc.	First Lien Term Loan	SOFR(Q)		1.00	%		7.75	%		13.26	%	3/14/2026	$	13,767,771		13,625,345			13,519,951			0.80	%	N
CareATC, Inc.	Sr Secured Revolver	SOFR(Q)		1.00	%		7.75	%		13.26	%	3/14/2026	$	—		( 4,864	)		( 10,931	)		0.00	%	K/N
ESO Solutions, Inc.	First Lien Term Loan	SOFR(Q)		1.00	%		7.00	%		12.40	%	5/3/2027	$	23,802,071		23,463,752			23,016,602			1.38	%	N
ESO Solutions, Inc.	Sr Secured Revolver	SOFR(Q)		1.00	%		7.00	%		12.33	%	5/3/2027	$	1,050,166		1,028,671			992,407			0.06	%	N
Edifecs, Inc.	First Lien Term Loan	SOFR(Q)		1.00	%		7.11	%		12.50	%	9/21/2026	$	1,350,694		1,332,229			1,364,201			0.08	%	N
Gainwell Acquisition Corp.	Second Lien Term Loan	SOFR(Q)		1.00	%		8.00	%		13.37	%	10/2/2028	$	5,727,820		5,706,506			5,607,536			0.33	%	N
Sandata Technologies, LLC	First Lien Delayed Draw Term Loan	SOFR(Q)		—			6.00	%		11.55	%	7/23/2024	$	860,842		833,348			860,842			0.05	%	N
Sandata Technologies, LLC	First Lien Term Loan	SOFR(Q)		—			6.00	%		11.54	%	7/23/2024	$	20,250,000		20,192,679			20,128,500			1.19	%	N
Sandata Technologies, LLC	Sr Secured Revolver	SOFR(Q)		—			6.00	%		11.53	%	7/23/2024	$	1,200,000		1,193,808			1,186,500			0.07	%	N
																75,369,898			74,590,633			4.43	%
Healthcare Providers and Services
INH Buyer, Inc. (IMS Health)	First Lien Term Loan ( 1.5 % Exit Fee)	SOFR(Q)		1.00	%	3.50 % Cash + 3.50 % PIK				12.49	%	6/28/2028	$	4,591,644		4,521,156			3,792,698			0.23	%	L/N
Opco Borrower, LLC (Giving Home Health Care)	Sr Secured Revolver	SOFR(Q)		1.00	%		6.50	%		11.99	%	8/19/2027	$	—		( 245	)		—			—		K/N
Opco Borrower, LLC (Giving Home Health Care)	First Lien Term Loan	SOFR(Q)		1.00	%		6.50	%		11.99	%	8/19/2027	$	324,805		322,183			326,916			0.02	%	N
PHC Buyer, LLC (Patriot Home Care)	First Lien Term Loan	SOFR(Q)		0.75	%		6.00	%		11.50	%	5/4/2028	$	10,262,656		10,098,231			10,062,534			0.59	%	N
PHC Buyer, LLC (Patriot Home Care)	First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%		6.00	%		11.50	%	5/4/2028	$	—		( 60,749	)		( 77,202	)		0.00	%	K/N
Team Services Group, LLC	Second Lien Term Loan	SOFR(Q)		1.00	%		9.00	%		14.88	%	11/13/2028	$	27,855,847		27,229,879			25,766,659			1.53	%	G/N
																42,110,455			39,871,605			2.37	%
Hotels, Restaurants and Leisure
Fishbowl, Inc.	First Lien Term Loan	SOFR(Q)		1.00	%		5.26	%		10.65	%	5/27/2027	$	12,089,579		12,089,579			12,089,579			0.72	%	F/N
OCM Luxembourg Baccarat BidCo S.À R.L. (Interblock) (Slovenia)	First Lien Term Loan	SOFR(Q)		0.75	%		6.25	%		11.15	%	6/3/2027	$	229,167		225,581			225,729			0.01	%	H/N
OCM Luxembourg Baccarat BidCo S.À R.L. (Interblock) (Slovenia)	Sr Secured Revolver	SOFR(M)		0.75	%		6.25	%		11.08	%	6/3/2027	$	13,889		13,613			13,611			—		H/N
Showtime Acquisition, L.L.C. (World Choice)	Sr Secured Revolver	SOFR(Q)		1.00	%		7.50	%		12.97	%	8/7/2028	$	—		( 34,451	)		( 23,770	)		—		K/N
Showtime Acquisition, L.L.C. (World Choice)	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		7.50	%		12.97	%	8/7/2028	$	—		( 27,594	)		( 19,016	)		—		K/N
Showtime Acquisition, L.L.C. (World Choice)	First Lien Term Loan	SOFR(Q)		1.00	%		7.50	%		12.97	%	8/7/2028	$	18,139,083		17,640,907			17,807,138			1.06	%	N
																29,907,635			30,093,271			1.79	%

BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Unaudited) (Continued)

September 30, 2023


Issuer	Instrument	Ref	Floor			Spread			Total Coupon			Maturity	Principal		Cost			Fair Value			% of Total Cash and Investments			Notes
Debt Investments (continued)
Insurance
AmeriLife Holdings, LLC	First Lien Term Loan	SOFR(S)		0.75	%		5.75	%		11.08	%	8/31/2029	$	1,804,545	$	1,772,783		$	1,786,500			0.11	%	N
AmeriLife Holdings, LLC	First Lien Delayed Draw Term Loan	SOFR(S)		0.75	%		5.75	%		10.62	%	8/31/2029	$	300,758		292,857			296,235			0.02	%	N
AmeriLife Holdings, LLC	Sr Secured Revolver	SOFR(S)		0.75	%		5.75	%		10.99	%	8/31/2028	$	37,879		34,128			35,606			—		N
Integrity Marketing Acquisition, LLC	Sr Secured Revolver	SOFR(Q)		1.00	%		6.50	%		11.08	%	8/31/2030	$	—		( 582,768	)		—			—		K/N
Integrity Marketing Acquisition, LLC	First Lien Term Loan	SOFR(Q)		0.75	%		6.50	%		11.92	%	8/27/2026	$	10,177,783		10,030,302			10,177,783			0.61	%	N
IT Parent, LLC (Insurance Technologies)	First Lien Term Loan	SOFR(M)		1.00	%		6.25	%		11.67	%	10/1/2026	$	4,797,131		4,743,414			4,446,940			0.26	%	N
IT Parent, LLC (Insurance Technologies)	Sr Secured Revolver	SOFR(M)		1.00	%		6.25	%		11.82	%	10/1/2026	$	562,500		555,603			516,875			0.03	%	N
Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance)	First Lien Term Loan	SOFR(M)		0.75	%		6.00	%		11.43	%	11/1/2028	$	846,429		836,201			837,964			0.05	%	N
Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance)	First Lien Delayed Draw Term Loan	SOFR(M)		0.75	%		6.00	%		11.43	%	11/1/2028	$	2,118,073		2,092,467			2,096,892			0.12	%	N
																19,774,987			20,194,795			1.20	%
Internet and Catalog Retail
CommerceHub, Inc.	First Lien Term Loan	SOFR(Q)		0.75	%		6.25	%		11.77	%	12/29/2027	$	957,054		899,311			891,974			0.05	%	N
Syndigo, LLC	Second Lien Term Loan	SOFR(Q)		0.75	%		8.00	%		13.67	%	12/14/2028	$	12,141,870		12,006,815			10,684,846			0.64	%	G/N
																12,906,126			11,576,820			0.69	%
Internet Software and Services
Acquia, Inc.	Sr Secured Revolver	LIBOR(S)		1.00	%		7.00	%		12.34	%	10/31/2025	$	930,531		917,033			930,531			0.06	%	N
Acquia, Inc.	First Lien Term Loan	LIBOR(S)		1.00	%		7.00	%		12.34	%	10/31/2025	$	25,299,736		25,069,324			25,299,735			1.50	%	N
Anaconda, Inc.	First Lien Term Loan	SOFR(Q)		1.00	%		7.50	%		12.92	%	8/22/2027	$	5,717,940		5,668,784			5,615,017			0.33	%	N
Astra Acquisition Corp. (Anthology)	Second Lien Term Loan	SOFR(Q)		0.75	%		8.88	%		14.53	%	10/25/2029	$	20,715,038		20,377,230			14,790,537			0.88	%	G/N
Bynder Bidco, Inc. (Netherlands)	Sr Secured Revolver A	SOFR(Q)		1.00	%		7.25	%		12.60	%	1/26/2029	$	—		( 6,474	)		( 4,228	)		—		H/K/N
Bynder Bidco, Inc. (Netherlands)	First Lien Term Loan A	SOFR(Q)		1.00	%		7.25	%		12.60	%	1/26/2029	$	3,000,000		2,918,117			2,947,800			0.17	%	H/N
Bynder Bidco B.V. (Netherlands)	Sr Secured Revolver B	SOFR(Q)		1.00	%		7.25	%		12.60	%	1/26/2029	$	—		( 23,499	)		( 15,347	)		0.00	%	H/K/N
Bynder Bidco B.V. (Netherlands)	First Lien Term Loan B	SOFR(Q)		1.00	%		7.25	%		12.60	%	1/26/2029	$	10,875,000		10,578,176			10,685,775			0.63	%	H/N
Domo, Inc.	First Lien Delayed Draw Term Loan ( 7.0 % Exit Fee)	SOFR(Q)		1.50	%	5.50 % Cash + 2.50 % PIK				13.63	%	4/1/2025	$	57,320,683		57,240,336			57,091,401			3.40	%	L/N
Domo, Inc.	First Lien PIK Term Loan	Fixed		—		9.50 % PIK				9.50	%	4/1/2025	$	3,342,136		852,259			3,158,319			0.19	%	N
e-Discovery Acquireco, LLC (Reveal)	Sr Secured Revolver	SOFR(Q)		1.00	%		6.50	%		11.90	%	8/29/2029	$	—		( 2,052	)		( 2,083	)		—		K/N
e-Discovery Acquireco, LLC (Reveal)	First Lien Term Loan	SOFR(Q)		1.00	%		6.50	%		11.90	%	8/29/2029	$	916,667		893,912			893,750			0.05	%	N
Gympass US, LLC	First Lien Term Loan	SOFR(M)		1.00	%	4.00 % Cash + 4.00 % PIK				13.45	%	7/8/2027	$	524,815		520,823			522,191			0.03	%	N
InMoment, Inc.	First Lien Term Loan	SOFR(S)		0.75	%	5.00 % cash + 2.50 % PIK				12.34	%	6/8/2028	$	7,699,824		7,573,926			7,473,449			0.44	%	N
Magenta Buyer, LLC (McAfee)	First Lien Incremental Term Loan	Fixed		—			12.00	%		12.00	%	7/27/2028	$	4,196,286		3,841,605			3,419,973			0.20	%	G
Magenta Buyer, LLC (McAfee)	Second Lien Term Loan	SOFR(Q)		0.75	%		8.25	%		13.88	%	7/27/2029	$	20,000,000		19,767,284			9,650,000			0.57	%	G
Oranje Holdco, Inc. (KnowBe4)	Sr Secured Revolver	SOFR(Q)		1.00	%		7.75	%		13.12	%	2/1/2029	$	—		( 27,403	)		( 1,230	)		—		K/N
Oranje Holdco, Inc. (KnowBe4)	First Lien Term Loan	SOFR(Q)		1.00	%		7.75	%		13.12	%	2/1/2029	$	9,838,988		9,615,755			9,829,149			0.58	%	N
Persado, Inc.	First Lien Delayed Draw Term Loan ( 6.575 % Exit Fee)	SOFR(M)		1.80	%		7.50	%		12.83	%	6/10/2027	$	7,464,767		7,427,310			6,837,726			0.41	%	L/N
Persado, Inc.	First Lien Term Loan ( 6.575 % Exit Fee)	SOFR(M)		1.80	%		7.50	%		12.83	%	6/10/2027	$	7,317,617		7,237,813			6,702,937			0.40	%	L/N
Pluralsight, Inc.	First Lien Term Loan	SOFR(Q)		1.00	%		8.00	%		13.45	%	4/6/2027	$	32,582,872		32,139,712			31,442,472			1.87	%	N
Pluralsight, Inc.	Sr Secured Revolver	SOFR(Q)		1.00	%		8.00	%		13.44	%	4/6/2027	$	1,515,539		1,486,226			1,430,940			0.08	%	N
Quartz Holding Company (Quick Base)	Second Lien Term Loan	SOFR(M)		—			8.00	%		13.42	%	4/2/2027	$	9,903,019		9,792,740			9,863,407			0.59	%	N

BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Unaudited) (Continued)

September 30, 2023


Issuer	Instrument	Ref	Floor			Spread			Total Coupon			Maturity	Principal		Cost			Fair Value			% of Total Cash and Investments			Notes
Debt Investments (continued)
ResearchGate GmBH (Germany)	First Lien Term Loan ( 4.0 % Exit Fee)	EURIBOR(M)		—			8.55	%		12.36	%	10/1/2024	$	7,500,000	$	8,266,295		$	7,645,234			0.45	%	H/L/N/O
Sailpoint Technologies Holdings, Inc.	First Lien Term Loan	SOFR(M)		0.75	%		6.25	%		11.58	%	8/16/2029	$	462,462		454,350			462,185			0.03	%	N
Sailpoint Technologies Holdings, Inc.	Sr Secured Revolver	SOFR(M)		0.75	%		6.25	%		11.58	%	8/16/2028	$	—		( 611	)		( 86	)		—		K/N
Spartan Bidco Pty Ltd (StarRez) (Australia)	First Lien Incremental Term Loan	SOFR(Q)		0.75	%	0.75 % Cash + 6.25 % PIK				12.50	%	1/24/2028	$	533,277		524,862			528,424			0.03	%	H/I/N
Suited Connector, LLC	Sr Secured Revolver	SOFR(Q)		1.00	%	6.00 % Cash + 2.00 % PIK				13.36	%	12/1/2027	$	581,423		572,886			386,065			0.02	%	N
Suited Connector, LLC	First Lien Term Loan	SOFR(Q)		1.00	%	6.00 % Cash + 2.00 % PIK				13.31	%	12/1/2027	$	3,525,834		3,470,534			2,341,153			0.14	%	N
																237,147,253			219,925,196			13.05	%
IT Services
Avalara, Inc.	Sr Secured Revolver	SOFR(Q)		0.75	%		7.25	%		12.64	%	10/19/2028	$	—		( 949	)		—			—		K/N
Avalara, Inc.	First Lien Term Loan	SOFR(Q)		0.75	%		7.25	%		12.64	%	10/19/2028	$	450,000		440,275			455,850			0.03	%	N
Ensono, Inc.	Second Lien Term Loan B	SOFR(M)		—			8.00	%		13.43	%	5/28/2029	$	15,000,000		14,892,589			14,220,000			0.84	%	G/N
Madison Logic Holdings, Inc.	Sr Secured Revolver	SOFR(Q)		1.00	%		7.00	%		12.39	%	12/30/2027	$	—		( 27,324	)		( 22,469	)		0.00	%	K/N
Madison Logic Holdings, Inc.	First Lien Term Loan	SOFR(Q)		1.00	%		7.00	%		12.39	%	12/29/2028	$	14,834,092		14,416,339			14,522,576			0.86	%	N
Serrano Parent, LLC (Sumo Logic)	Sr Secured Revolver	SOFR(Q)		1.00	%		6.50	%		11.87	%	5/13/2030	$	—		( 2,131	)		( 720	)		—		K/N
Serrano Parent, LLC (Sumo Logic)	First Lien Term Loan	SOFR(Q)		1.00	%		6.50	%		11.87	%	5/13/2030	$	900,000		877,756			892,800			0.05	%	N
Xactly Corporation	Sr Secured Revolver	SOFR(Q)		1.00	%		7.35	%		12.77	%	7/31/2025	$	—		—			—			—		N
Xactly Corporation	First Lien Incremental Term Loan	SOFR(Q)		1.00	%		7.35	%		12.77	%	7/31/2025	$	14,671,682		14,671,682			14,671,682			0.87	%	N
																45,268,237			44,739,719			2.65	%
Leisure Products
Blue Star Sports Holdings, Inc.	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%	6.00 % cash + 3.50 % PIK				14.92	%	6/15/2024	$	69,771		69,617			66,806			—		N
Blue Star Sports Holdings, Inc.	Sr Secured Revolver	SOFR(S)		1.00	%	6.00 % cash + 3.50 % PIK				14.94	%	6/15/2024	$	139,044		138,741			133,135			0.01	%	N
Blue Star Sports Holdings, Inc.	First Lien Term Loan	SOFR(Q)		1.00	%	6.00 % cash + 3.50 % PIK				14.95	%	6/15/2024	$	1,914,512		1,909,520			1,833,145			0.11	%	N
Peloton Interactive, Inc.	First Lien Term Loan	SOFR(S)		0.50	%		7.00	%		12.26	%	5/25/2027	$	98,750		95,903			99,096			0.01	%	G/J
																2,213,781			2,132,182			0.13	%
Life Sciences Tools & Services
Alcami Corporation	First Lien Delayed Draw Term Loan	SOFR(M)		1.00	%		7.00	%		12.42	%	12/21/2028	$	—		( 16,779	)		5,463			—		K/N
Alcami Corporation	Sr Secured Revolver	SOFR(M)		1.00	%		7.00	%		12.42	%	12/21/2028	$	—		( 26,742	)		—			—		K/N
Alcami Corporation	First Lien Term Loan	SOFR(M)		1.00	%		7.00	%		12.42	%	12/21/2028	$	6,506,023		6,297,274			6,571,083			0.39	%	N
																6,253,753			6,576,546			0.39	%
Machinery
Sonny’s Enterprises, LLC	First Lien Term Loan	SOFR(Q)		1.00	%		6.75	%		12.27	%	8/5/2028	$	13,627,999		13,363,549			13,655,255			0.81	%	N
																13,363,549			13,655,255			0.81	%
Media
Khoros, LLC (Lithium)	First Lien Term Loan	SOFR(Q)		1.00	%	4.50 % Cash + 4.50 % PIK				14.36	%	1/3/2024	$	28,016,636		27,882,963			22,917,609			1.36	%	N
Khoros, LLC (Lithium)	Sr Secured Revolver	SOFR(Q)		1.00	%		8.00	%		13.36	%	1/3/2024	$	1,156,962		1,147,401			856,152			0.05	%	N
NEP Group, Inc. et al	Second Lien Term Loan	SOFR(M)		—			7.00	%		12.43	%	10/19/2026	$	14,500,000		14,167,251			11,587,965			0.69	%	G
Quora, Inc.	First Lien Term Loan ( 4.0 % Exit Fee)	Fixed		—			—			10.10	%	5/1/2024	$	12,819,528		12,782,320			12,469,593			0.74	%	L/N
Streamland Media Midco LLC	First Lien Term Loan	SOFR(Q)		1.00	%	7.01 % Cash + 1.75 % PIK				14.13	%	12/31/2024	$	376,268		371,957			362,346			0.02	%	N
Terraboost Media Operating Company, LLC	First Lien Term Loan	SOFR(Q)		1.00	%		6.50	%		12.04	%	8/23/2026	$	10,366,422		10,228,904			9,412,711			0.56	%	N
																66,580,796			57,606,376			3.42	%
Oil, Gas and Consumable Fuels
Iracore International Holdings, Inc.	First Lien Term Loan	SOFR(Q)		1.00	%		9.15	%		14.54	%	4/12/2024	$	1,324,151		1,324,151			1,324,151			0.08	%	B/N

Paper and Forest Products
Alpine Acquisition Corp II (48Forty)	First Lien Term Loan	SOFR(M)		1.00	%		5.75	%		11.43	%	11/30/2026	$	20,209,854		19,910,581			19,603,558			1.17	%	N
Alpine Acquisition Corp II (48Forty)	Sr Secured Revolver	SOFR(M)		1.00	%		5.75	%		11.69	%	11/30/2026	$	71,628		67,973			66,256			—		N
FSK Pallet Holding Corp. (Kamps)	First Lien Term Loan	SOFR(Q)		1.25	%		6.00	%		11.43	%	12/23/2026	$	10,439,801		10,174,272			10,076,496			0.60	%	N
																30,152,826			29,746,310			1.77	%
Pharmaceuticals
Nephron Pharmaceuticals Corp. et al	First Lien Term Loan B	SOFR(Q)		1.50	%		9.00	%		14.57	%	9/11/2026	$	23,709,677		22,773,271			22,761,290			1.35	%	N

BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Unaudited) (Continued)

September 30, 2023


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	SOFR(S)		1.00	%		5.00	%		10.30	%	9/20/2025	$	15,166,455	$	15,164,342		$	15,166,455			0.90	%	N
Applause App Quality, Inc.	Sr Secured Revolver	SOFR(S)		1.00	%		5.00	%		10.30	%	9/20/2025	$	—		( 5,693	)		—			—		K/N
CIBT Solutions, Inc.	Second Lien Term Loan	LIBOR(Q)		1.00	%	1.00 % Cash + 6.75 % PIK				7.75	%	6/1/2025	$	8,146,376		7,567,314			2,199,522			0.13	%	C/G/N
DTI Holdco, Inc. (Epiq Systems, Inc.)	Second Lien Term Loan	SOFR(Q)		0.75	%		7.75	%		13.12	%	4/26/2030	$	7,500,000		7,375,907			6,562,500			0.39	%	G/N
GI Consilio Parent, LLC	Second Lien Term Loan	SOFR(M)		0.50	%		7.50	%		12.93	%	5/14/2029	$	10,000,000		9,934,419			9,840,000			0.58	%	G/N
ICIMS, Inc.	First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%	3.38 % Cash + 3.88 % PIK				12.63	%	8/18/2028	$	126,297		126,297			118,877			0.01	%	N
ICIMS, Inc.	Sr Secured Revolver	SOFR(Q)		0.75	%		6.75	%		12.14	%	8/18/2028	$	66,270		60,557			63,611			—		N
ICIMS, Inc.	First Lien Term Loan	SOFR(Q)		0.75	%	3.38 % Cash + 3.88 % PIK				12.63	%	8/18/2028	$	4,165,841		4,103,542			4,137,930			0.25	%	N
ICIMS, Inc.	First Lien Incremental Term Loan	SOFR(Q)		0.75	%		7.25	%		12.63	%	8/18/2028	$	4,449,002		4,379,746			4,421,863			0.26	%	N
JobandTalent USA, Inc. (United Kingdom)	First Lien Delayed Draw Term Loan ( 3.0 % Exit Fee)	SOFR(M)		1.00	%		8.75	%		14.20	%	2/17/2025	$	18,590,587		18,434,944			18,274,547			1.08	%	H/L/N
JobandTalent USA, Inc. (United Kingdom)	First Lien Term Loan ( 3.0 % Exit Fee)	SOFR(M)		1.00	%		8.75	%		14.20	%	2/17/2025	$	26,409,413		26,168,077			25,960,453			1.55	%	H/L/N
																93,309,452			86,745,758			5.15	%
Real Estate Management and Development
Greystone Affordable Housing Initiatives, LLC	First Lien Delayed Draw Term Loan	SOFR(S)		1.25	%		6.00	%		11.84	%	3/2/2026	$	4,666,667		4,666,667			4,624,667			0.27	%	I/N
Greystone Select Company II, LLC (Passco)	First Lien Term Loan	SOFR(M)		1.50	%		6.50	%		11.93	%	3/21/2027	$	8,181,818		8,049,556			8,113,091			0.49	%	N
																12,716,223			12,737,758			0.76	%
Road and Rail
Motive Technologies, Inc. (fka Keep Truckin, Inc.)	First Lien Incremental Term Loan	SOFR(S)		1.00	%		7.68	%		13.18	%	4/8/2025	$	10,119,063		10,038,533			10,058,348			0.60	%	N
Motive Technologies, Inc. (fka Keep Truckin, Inc.)	First Lien Term Loan	SOFR(S)		1.00	%		7.25	%		13.18	%	4/8/2025	$	29,880,937		29,666,733			29,701,652			1.76	%	N
																39,705,266			39,760,000			2.36	%
Semiconductors and Semiconductor Equipment
Emerald Technologies (U.S.) AcquisitionCo, Inc.	First Lien Term Loan	SOFR(Q)		1.00	%		6.25	%		11.82	%	12/29/2027	$	5,389,917		5,305,350			5,174,321			0.31	%	G/N
Emerald Technologies (U.S.) AcquisitionCo, Inc.	Sr Secured Revolver	SOFR(M)		1.00	%		6.00	%		11.43	%	12/29/2026	$	1,128,945		935,677			989,688			0.06	%	G/N
																6,241,027			6,164,009			0.37	%
Software
Aerospike, Inc.	First Lien Term Loan ( 0.50 % Exit Fee)	SOFR(M)		1.00	%		7.50	%		12.93	%	12/29/2025	$	6,933,486		6,893,083			6,862,764			0.41	%	L/N
Aerospike, Inc.	First Lien Delayed Draw Term Loan ( 0.50 % Exit Fee)	SOFR(M)		1.00	%		7.50	%		12.95	%	12/29/2025	$	2,539,229		2,498,936			2,513,329			0.15	%	L/N
Aerospike, Inc.	First Lien Delayed Draw Term Loan ( 0.50 % Exit Fee)	SOFR(M)		1.00	%		7.50	%		12.93	%	12/29/2025	$	485,546		464,942			480,593			0.03	%	L/N
AlphaSense, Inc.	First Lien Term Loan	SOFR(M)		1.00	%		7.00	%		12.43	%	3/11/2027	$	25,095,612		24,902,864			25,080,554			1.49	%	N
Aras Corporation	Sr Secured Revolver	SOFR(Q)		1.00	%		6.50	%		12.14	%	4/13/2027	$	639,711		629,120			609,179			0.04	%	N
Aras Corporation	First Lien Term Loan	SOFR(Q)		1.00	%	3.50 % Cash + 3.25 % PIK				12.20	%	4/13/2027	$	12,963,777		12,820,361			12,510,045			0.74	%	N
Backoffice Associates Holdings, LLC (Syniti)	Sr Secured Revolver	PRIME		1.00	%		6.75	%		15.25	%	4/30/2026	$	1,285,940		1,256,822			1,285,940			0.08	%	N
Backoffice Associates Holdings, LLC (Syniti)	First Lien Term Loan	SOFR(S)		1.00	%		7.75	%		12.78	%	4/30/2026	$	11,381,790		11,186,294			11,495,607			0.68	%	N
Bluefin Holding, LLC (Allvue)	Sr Secured Revolver	SOFR(S)		1.00	%		7.25	%		12.72	%	9/12/2030	$	—		( 2,224	)		( 2,244	)		0.00	%	K/N
Bluefin Holding, LLC (Allvue)	First Lien Term Loan	SOFR(S)		1.00	%		7.25	%		12.72	%	9/12/2030	$	910,256		887,648			887,500			0.05	%	N
Bonterra LLC (fka CyberGrants Holdings, LLC)	First Lien Term Loan	SOFR(Q)		0.75	%		7.25	%		12.64	%	9/8/2027	$	2,833,333		2,803,542			2,758,817			0.16	%	N
Bonterra LLC (fka CyberGrants Holdings, LLC)	First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%		7.25	%		12.64	%	9/8/2027	$	83,019		82,184			80,836			—		N
Bonterra LLC (fka CyberGrants Holdings, LLC)	Sr Secured Revolver	SOFR(Q)		0.75	%		7.25	%		12.64	%	9/8/2027	$	—		( 2,829	)		( 7,306	)		—		K/N
Bonterra LLC (fka CyberGrants Holdings, LLC)	First Lien Incremental Amendment 4 Term Loan	SOFR(Q)		0.75	%	8.00 % PIK				13.39	%	9/8/2027	$	838,217		825,664			825,644			0.05	%
Disco Parent, Inc. (Duck Creek Technologies)	Sr Secured Revolver	SOFR(Q)		1.00	%		7.50	%		12.92	%	3/30/2029	$	—		( 2,089	)		( 545	)		—		K/N
Disco Parent, Inc. (Duck Creek Technologies)	First Lien Term Loan	SOFR(Q)		1.00	%		7.50	%		12.92	%	3/30/2029	$	909,091		887,365			903,636			0.05	%	N
Elastic Path Software, Inc. (Canada)	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		7.50	%		13.18	%	1/6/2026	$	2,758,041		2,737,175			2,750,318			0.16	%	H/N
Elastic Path Software, Inc. (Canada)	First Lien Term Loan	SOFR(Q)		1.00	%		7.50	%		13.03	%	1/6/2026	$	5,432,783		5,400,999			5,417,571			0.32	%	H/N
Fusion Risk Management, Inc.	Sr Secured Revolver	SOFR(Q)		1.00	%		7.00	%		12.88	%	5/22/2029	$	—		( 2,023	)		( 1,929	)		—		K/N

BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Unaudited) (Continued)

September 30, 2023


Issuer	Instrument	Ref	Floor			Spread			Total Coupon			Maturity	Principal		Cost			Fair Value			% of Total Cash and Investments			Notes
Debt Investments (continued)
Fusion Risk Management, Inc.	First Lien Term Loan	SOFR(Q)		1.00	%	3.50 % Cash + 4.00 % PIK				12.63	%	5/22/2029	$	901,414	$	883,996		$	885,188			0.05	%	N
Grey Orange Incorporated	First Lien Term Loan ( 3.75 % Exit Fee)	SOFR(Q)		1.00	%		7.25	%		12.88	%	5/6/2026	$	4,190,378		4,158,385			4,148,055			0.25	%	L/N
Grey Orange Incorporated	First Lien Delayed Draw Term Loan ( 3.75 % Exit Fee)	SOFR(Q)		1.00	%		7.25	%		12.79	%	5/6/2026	$	4,190,378		4,161,271			4,148,055			0.25	%	L/N
GTY Technology Holdings Inc.	First Lien Term Loan	SOFR(Q)		0.75	%	2.58 % Cash + 4.30 % PIK				12.27	%	7/9/2029	$	267,745		263,477			267,557			0.02	%	N
GTY Technology Holdings Inc.	First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%	2.58 % Cash + 4.30 % PIK				12.27	%	7/9/2029	$	206,895		203,480			206,750			0.01	%	N
GTY Technology Holdings Inc.	Sr Secured Revolver	SOFR(Q)		0.75	%		6.25	%		12.27	%	7/9/2029	$	—		( 767	)		( 32	)		—		K/N
Integrate.com, Inc. (Infinity Data, Inc.)	First Lien Term Loan	SOFR(Q)		1.00	%	3.00 % Cash + 3.00 % PIK				11.54	%	12/17/2027	$	3,931,985		3,874,876			3,799,870			0.23	%	N
Integrate.com, Inc. (Infinity Data, Inc.)	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%	3.00 % Cash + 3.00 % PIK				11.54	%	12/17/2027	$	250,000		240,422			227,600			0.01	%	N
Integrate.com, Inc. (Infinity Data, Inc.)	Sr Secured Revolver	SOFR(Q)		1.00	%		6.00	%		11.54	%	12/17/2027	$	—		( 4,719	)		( 11,200	)		—		K/N
JOBVITE, Inc. (Employ, Inc.)	First Lien Term Loan	SOFR(S)		0.75	%		8.00	%		13.43	%	8/7/2028	$	1,000,000		978,442			981,300			0.06	%	N
Kaseya, Inc.	First Lien Term Loan	SOFR(Q)		0.75	%	3.75 % Cash + 2.50 % PIK				11.62	%	6/25/2029	$	1,639,459		1,618,280			1,626,344			0.10	%	N
Kaseya, Inc.	First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%	3.75 % Cash + 2.50 % PIK				11.62	%	6/25/2029	$	6,114		4,879			5,313			—		N
Kaseya, Inc.	Sr Secured Revolver	SOFR(M)		0.75	%	3.75 % Cash + 2.50 % PIK				11.57	%	6/25/2029	$	25,160		23,916			24,359			—		N
Kong Inc.	First Lien Term Loan	SOFR(M)		1.00	%	5.50 % Cash + 3.25 % PIK				14.19	%	11/1/2027	$	6,346,338		6,231,166			6,339,992			0.38	%	N
Nvest, Inc. (SigFig)	First Lien Term Loan	SOFR(S)		1.00	%		7.50	%		13.40	%	9/15/2025	$	6,118,418		6,069,642			5,962,399			0.35	%	N
Oversight Systems, Inc.	First Lien Incremental Delayed Draw Term Loan	SOFR(Q)		1.00	%		7.75	%		13.22	%	9/24/2026	$	—		( 3,776	)		( 3,147	)		—		K/N
Oversight Systems, Inc.	First Lien Term Loan	SOFR(Q)		1.00	%		7.75	%		13.22	%	9/24/2026	$	212,667		208,804			209,520			0.01	%	N
Oversight Systems, Inc.	First Lien Term Loan	SOFR(Q)		1.00	%		7.75	%		13.22	%	9/24/2026	$	4,489,882		4,432,959			4,423,432			0.26	%	N
SEP Raptor Acquisition, Inc. (Loopio) (Canada)	First Lien Term Loan	SOFR(Q)		1.00	%	0.07				12.54	%	3/31/2027	$	10,872,518		10,738,428			10,687,685			0.63	%	H/N
SEP Raptor Acquisition, Inc. (Loopio) (Canada)	Sr Secured Revolver	SOFR(Q)		1.00	%	0.07				12.52	%	3/31/2027	$	581,638		567,871			561,862			0.03	%	H/K/N
SEP Eiger BidCo Ltd. (Beqom) (Switzerland)	First Lien Term Loan	SOFR(Q)		1.00	%	3.00 % Cash + 3.50 % PIK				11.87	%	5/9/2028	$	16,336,628		16,077,550			16,207,568			0.97	%	H/N
SEP Eiger BidCo Ltd. (Beqom) (Switzerland)	Sr Secured Revolver	SOFR(Q)		1.00	%		6.50	%		11.38	%	5/9/2028	$	533,914		509,151			521,260			0.03	%	H/K/N
Superman Holdings, LLC (Foundation Software)	First Lien Term Loan	SOFR(Q)		1.00	%		6.13	%		11.52	%	8/31/2027	$	10,099,151		9,944,752			9,988,060			0.59	%	N
Superman Holdings, LLC (Foundation Software)	Sr Secured Revolver	SOFR(Q)		1.00	%		6.13	%		11.52	%	8/31/2026	$	—		( 15,354	)		( 13,816	)		0.00	%	K/N
Tessian, Inc. (United Kingdom)	First Lien Term Loan	SOFR(Q)		1.00	%		8.00	%		13.58	%	3/15/2028	$	1,000,000		981,246			992,000			0.06	%	H/N
Trintech, Inc.	Sr Secured Revolver	SOFR(M)		1.00	%		6.50	%		11.82	%	7/25/2029	$	17,388		15,608			15,617			—		N
Trintech, Inc.	First Lien Term Loan	SOFR(M)		1.00	%		6.50	%		11.82	%	7/25/2029	$	791,143		767,637			768,121			0.05	%	N
Zendesk Inc.	First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%	3.50 % Cash + 3.50 % PIK				12.15	%	11/22/2028	$	—		( 1,639	)		860			—		K/N
Zendesk Inc.	Sr Secured Revolver	SOFR(Q)		0.75	%		6.50	%		12.15	%	11/22/2028	$	—		( 676	)		—			—		K/N
Zendesk Inc.	First Lien Term Loan	SOFR(Q)		0.75	%	3.50 % Cash + 3.50 % PIK				12.15	%	11/22/2028	$	388,733		382,071			392,232			0.02	%	N
Zilliant Incorporated	First Lien Term Loan	SOFR(M)		0.75	%	2.00 % Cash + 4.50 % PIK				11.92	%	12/21/2027	$	1,605,549		1,583,100			1,526,877			0.09	%	N
Zilliant Incorporated	First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%	2.00 % Cash + 4.50 % PIK				11.92	%	12/21/2027	$	—		( 5,229	)		( 18,148	)		0.00	%	K/N
Zilliant Incorporated	Sr Secured Revolver	SOFR(Q)		0.75	%		6.00	%		11.92	%	12/21/2027	$	—		( 2,091	)		( 7,259	)		—		K/N
																149,154,992			149,314,583			8.86	%
Specialty Retail
Calceus Acquisition, Inc. (Cole Haan)	First Lien Term Loan	SOFR(Q)		2.00	%		6.75	%		12.14	%	8/15/2029	$	20,903,665		20,283,618			20,297,459			1.20	%	G
Hanna Andersson, LLC	First Lien Term Loan	SOFR(M)		1.00	%		6.00	%		12.92	%	7/2/2026	$	4,518,750		4,464,118			4,351,556			0.26	%	N
																24,747,736			24,649,015			1.46	%
Technology Hardware, Storage & Peripherals
SumUp Holdings Luxembourg S.A.R.L. (United Kingdom)	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		7.00	%		12.54	%	2/17/2026	$	31,114,286		30,705,423			31,238,743			1.85	%	H/N

BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Unaudited) (Continued)

September 30, 2023


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
James Perse Enterprises, Inc.	First Lien Term Loan	SOFR(S)		1.00	%		6.25	%		11.38	%	9/8/2027	$	15,555,556	$	15,386,924		$	15,555,555		0.92	%	N
James Perse Enterprises, Inc.	Sr Secured Revolver	SOFR(S)		1.00	%		6.25	%		11.38	%	9/8/2027	$	—		( 19,187	)		—		—		K/N
PSEB, LLC (Eddie Bauer)	First Lien Incremental Term Loan	SOFR(S)		1.00	%		6.75	%		12.05	%	12/30/2026	$	24,625,000		24,364,848			22,605,750		1.34	%
																39,732,585			38,161,305		2.26	%
Trading Companies & Distributors
Blackbird Purchaser, Inc. (Ohio Transmission Corp.)	Second Lien Term Loan	SOFR(M)		0.75	%		7.50	%		12.92	%	4/8/2027	$	10,153,647		10,009,523			10,021,649		0.59	%	N
Wireless Telecommunication Services
OpenMarket, Inc. (Infobip) (United Kingdom)	First Lien Term Loan	SOFR(Q)		0.75	%		6.25	%				9/17/2026	$	9,800,000		9,641,845			9,696,120		0.58	%	H/N
										11.90	%
Total Debt Investments - 192.2 % of Net Assets																1,488,066,920			1,413,069,515		83.86	%

Equity Securities
Automobiles
AutoAlert, LLC	Class A Common Interest													540,248		4,713,886			5,178,298		0.31	%	D/E/F/N
AutoAlert, LLC	Preferred Equity													4,302,264		4,302,264			4,632,027		0.27	%	E/F/N
																9,016,150			9,810,325		0.58	%
Capital Markets
Pico Quantitative Trading Holdings, LLC	Warrants to Purchase Membership Units											2/7/2030		7,030		645,120			1,542,083		0.09	%	D/E/N

Chemicals
AGY Equity, LLC	Class A Preferred Stock													1,786,785		485,322			—		—		D/E/N
AGY Equity, LLC	Class B Preferred Stock													1,250,749		—			—		—		D/E/N
AGY Equity, LLC	Class C Common Stock													982,732		—			—		—		D/E/N
																485,322			—		—
Communications Equipment
Plate Newco 1 Limited (Avanti) (United Kingdom)	Common Stock													364		—			—		—		D/E/H/N/O

Construction & Engineering
Hylan Novellus LLC	Class A Units													117,124		13,817,817			4,105,196		0.24	%	D/E/N

Diversified Consumer Services
Elevate Brands Holdco, Inc.	Warrants to Purchase Common Stock											7/25/2030		2,895		—			332,693		0.02	%	D/E/N
Elevate Brands Holdco, Inc.	Warrants to Purchase Preferred New Super Senior Shares											7/25/2030		11,532		—			1,325,257		0.08	%	D/E/N
MXP Prime Platform GmbH (SellerX) (Germany)	Warrants to Purchase Common Stock											7/25/2030		3,966		—			321,444		0.02	%	D/E/H/N
PerchHQ, LLC	Warrants to Purchase Common Stock											10/15/2027		134,500		—			—		—		D/E/N
Razor Group GmbH (Germany)	Warrants to Purchase Preferred Series A1 Shares											4/28/2028		516		—			1,062,960		0.06	%	D/E/H/N
Razor Group GmbH (Germany)	Warrants to Purchase Series C Shares											4/28/2028		158		—			775,780		0.05	%	D/E/H/N
TVG-Edmentum Holdings, LLC	Series B-1 Common Units													17,858,122		19,684,650			31,180,919		1.85	%	B/E/N
TVG-Edmentum Holdings, LLC	Series B-2 Common Units													17,858,122		13,421,162			31,180,919		1.85	%	B/D/E/N
																33,105,812			66,179,972		3.93	%

BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Unaudited) (Continued)

September 30, 2023


Issuer	Instrument	Expiration	Shares		Cost		Fair Value		% of Total Cash and Investments			Notes
Equity Securities (continued)
Diversified Financial Services
36th Street Capital Partners Holdings, LLC	Membership Units			26,902,397	$	26,902,397	$	50,934,308		3.01	%	E/F/N
Conventional Lending TCP Holdings, LLC	Membership Units			17,800,591		17,675,790		16,376,544		0.97	%	E/F/I/N
GACP I, LP (Great American Capital)	Membership Units			351,847		351,847		94,810		0.01	%	E/I/N
GACP II, LP (Great American Capital)	Membership Units			3,716,866		3,716,866		3,708,950		0.22	%	E/I/N
Worldremit Group Limited (United Kingdom)	Warrants to Purchase Series D Stock	2/11/2031		34,820		—		253,141		0.02	%	D/E/H/N
						48,646,900		71,367,753		4.23	%
Electric Utilities
Conergy Asia Holdings Limited (United Kingdom)	Class B Shares			1,000,000		1,000,000		—		—		D/E/F/H/N
Conergy Asia Holdings Limited (United Kingdom)	Ordinary Shares			5,318,860		7,833,333		—		—		D/E/F/H/N
Kawa Solar Holdings Limited (Conergy) (Cayman Islands)	Ordinary Shares			2,332,594		—		—		—		D/E/F/H/N
Kawa Solar Holdings Limited (Conergy) (Cayman Islands)	Series B Preferred Shares			93,023		1,395,349		—		—		D/E/F/H/N
Utilidata, Inc.	Common Stock			29,094		216,336		1,000		—		D/E/N
Utilidata, Inc.	Series A-2 Preferred Stock			257,369		153,398		89,000		0.01	%	D/E/N
Utilidata, Inc.	Series A-1 Preferred Stock			500,000		500,000		36,000		—		D/E/N
						11,098,416		126,000		0.01	%
Electronic Equipment, Instruments and Components
Soraa, Inc.	Warrants to Purchase Preferred Stock	8/29/2024		3,071,860		478,899		—		—		D/E/N

Energy Equipment and Services
GlassPoint, Inc.	Warrants to Purchase Common Stock	9/12/2029		16		275,200		2,312,614		0.14	%	D/E/N
Hotels, Restaurants and Leisure
Fishbowl, Inc.	Common Membership Units			604,479		787,032		722,957		0.04	%	D/F/N

Internet Software and Services
Domo, Inc.	Common Stock			49,792		1,543,054		488,460		0.03	%	D
Foursquare Labs, Inc.	Warrants to Purchase Series E Preferred Stock	5/4/2027		2,062,500		508,805		932,651		0.06	%	D/E/N
InMobi, Inc. (Singapore)	Warrants to Purchase Common Stock	8/15/2027		1,327,869		212,360		3,146,268		0.19	%	D/E/H/N
InMobi, Inc. (Singapore)	Warrants to Purchase Series E Preferred Stock	9/18/2025		1,049,996		276,492		2,519,467		0.15	%	D/E/H/N
InMobi, Inc. (Singapore)	Warrants to Purchase Series E Preferred Stock	10/3/2028		1,511,002		93,407		1,584,904		0.09	%	D/E/H/N
ResearchGate Corporation (Germany)	Warrants to Purchase Series D Preferred Stock	10/30/2029		333,370		202,001		76,800		—		D/E/H/N/O
SuCo Investors, LP (Suited Connector)	Warrants to Purchase Class A Units	3/6/2033		4,129		—		—		—		D/E/N
SnapLogic, Inc.	Warrants to Purchase Series Preferred Stock	3/19/2028		1,860,000		377,722		4,900,000		0.29	%	D/E/N
						3,213,841		13,648,550		0.81	%

IT Services
Fidelis (SVC), LLC	Preferred Unit-C			657,932		2,001,384		—		—		D/E/N

Media
Quora, Inc.	Warrants to Purchase Series D Preferred Stock	4/11/2029		507,704		65,245		90,940		0.01	%	D/E/N
SoundCloud, Ltd. (United Kingdom)	Warrants to Purchase Preferred Stock	4/29/2025		946,498		79,082		661,647		0.04	%	D/E/H/N
						144,327		752,587		0.05	%

Oil, Gas and Consumable Fuels
Iracore Investments Holdings, Inc.	Class A Common Stock			16,207		4,177,710		2,023,975		0.12	%	B/D/E/N

BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Unaudited) (Continued)

September 30, 2023


Issuer	Instrument	Ref	Floor	Spread			Total Coupon			Expiration	Shares		Cost		Fair Value		% of Total Cash and Investments			Notes
Equity Securities (continued)

Pharmaceuticals
Inotiv, Inc.	Common Stock											14,578	$	—	$	44,900		—		D/E

Professional Services
Anacomp, Inc.	Class A Common Stock											1,255,527		26,711,048		615,208		0.04	%	D/E/F/N

Software
Grey Orange International Inc.	Warrants to Purchase Common Stock									5/6/2032		7,706		—		1,541		—		D/E/N
Tradeshift, Inc.	Warrants to Purchase Series D Preferred Stock									3/26/2027		1,712,930		577,843		—		—		D/E/N
														577,843		1,541		0.00	%

Trading Companies & Distributors
Blackbird Holdco, Inc. (Ohio Transmission Corp.)	Preferred Stock	Fixed			12.50	%		12.50	%			7,108		8,692,853		6,997,542		0.42	%	E/N

Total Equity Securities - 24.5 % of Net Assets														163,875,674		180,251,203		10.70	%

Total Investments - 216.7 % of Net Assets													$	1,651,942,594	$	1,593,320,718		94.56	%

Cash and Cash Equivalents - 12.5 % of Net Assets															$	91,653,006		5.44	%

Total Cash and Investments - 229.2 % of Net Assets															$	1,684,973,724		100.00	%	M

BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Unaudited) (Continued)

September 30, 2023

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 (the “Securities Act”). 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 (the "1940 Act") (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-accruing debt investment.

(D)

Other non-income producing investment.

(E)

Restricted security. (See Note 2)

(F)

Controlled issuer – as defined under the 1940 Act (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 1940 Act. Under the 1940 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 not an investment company under Section 3(c) of the 1940 Act and as a result the investment is not a qualifying asset under Section 55(a) of the 1940 Act. Under the 1940 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 1940 Act. Under the 1940 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 Note 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)

Investment denominated in foreign currency. Amortized cost and fair value converted from foreign currency to U.S. dollars. Foreign currency denominated investments are generally hedged for currency exposure.

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 $ 185,506,315 and $ 176,475,820 , respectively, for the nine months ended September 30, 2023. Aggregate acquisitions include investment assets received as payment in kind. Aggregate dispositions include principal paydowns on and maturities of debt investments. The total value of restricted securities and bank debt as of September 30, 2023 was $ 1,592,109,301 or 94.5 % of total cash and investments of the Company. As of September 30, 2023 , approximately 18.2 % of the total assets of the Company were not qualifying assets under Section 55(a) of the 1940 Act.

See accompanying notes to the consolidated financial statements.

BlackRock TCP Capital Corp.

Consolidated Schedu le of Investments

December 31, 2022


Issuer	Instrument	Ref	Floor			Spread			Total Coupon			Maturity	Principal		Cost			Fair Value			% of Total Cash and Investments			Notes
Debt Investments (A)
Airlines
Mesa Airlines, Inc.	First Lien Incremental Term Loan	LIBOR(M)		2.00	%		5.00	%		9.38	%	9/27/2023	$	531,024	$	529,625		$	531,024			0.03	%	N

Automobiles
ALCV Purchaser, Inc. (AutoLenders)	First Lien Term Loan	LIBOR(Q)		1.00	%		6.75	%		11.45	%	4/15/2026	$	6,537,976		6,458,830			6,537,976			0.39	%	G/N
ALCV Purchaser, Inc. (AutoLenders)	Sr Secured Revolver	LIBOR(Q)		1.00	%		6.75	%		11.39	%	4/15/2026	$	662,974		656,491			662,974			0.04	%	G/N
Autoalert, LLC	First Lien Incremental Term Loan	SOFR(Q)		1.25	%		8.75	%		12.46	%	2/15/2023	$	61,737,067		61,724,678			28,399,050			1.67	%	C/N
																68,839,999			35,600,000			2.10	%
Building Products
Porcelain Acquisition Corporation (Paramount)	First Lien Term Loan	LIBOR(Q)		1.00	%		5.75	%		10.48	%	4/30/2027	$	6,179,837		6,082,271			6,216,916			0.36	%	N
Porcelain Acquisition Corporation (Paramount)	First Lien Delayed Draw Term Loan	LIBOR(Q)		1.00	%		5.75	%		10.48	%	4/30/2027	$	963,102		948,389			968,881			0.06	%	N
																7,030,660			7,185,797			0.42	%
Capital Markets
Pico Quantitative Trading, LLC	First Lien Term Loan ( 1.0 % Exit Fee)	SOFR(Q)		1.50	%		7.25	%		11.98	%	2/7/2025	$	21,791,007		21,330,811			22,008,917			1.30	%	L/N
Pico Quantitative Trading, LLC	First Lien Incremental Term Loan	SOFR(Q)		1.50	%		7.25	%		11.61	%	2/7/2025	$	24,415,870		23,535,145			24,415,870			1.45	%	N
																44,865,956			46,424,787			2.75	%
Commercial Services & Supplies
Pueblo Mechanical and Controls, LLC	First Lien Term Loan	SOFR(Q)		0.75	%		6.00	%		10.32	%	8/23/2028	$	361,594		352,873			353,169			0.02	%	N
Pueblo Mechanical and Controls, LLC	First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%		6.00	%		10.49	%	8/23/2028	$	94,750		88,844			88,925			0.01	%	N
Pueblo Mechanical and Controls, LLC	Sr Secured Revolver	SOFR(Q)		0.75	%		6.00	%		10.32	%	8/23/2027	$	—		( 1,372	)		( 1,357	)		—		K/N
Thermostat Purchaser III, Inc. (Reedy Industries)	Second Lien Term Loan	LIBOR(Q)		0.75	%		7.25	%		11.98	%	8/31/2029	$	7,767,802		7,666,578			7,224,056			0.43	%	N
Thermostat Purchaser III, Inc. (Reedy Industries)	Second Lien Delayed Draw Term Loan	LIBOR(Q)		0.75	%		7.25	%		11.98	%	8/31/2029	$	—		( 8,306	)		( 93,047	)		- 0.01	%	K/N
																8,098,617			7,571,746			0.45	%
Communications Equipment
Plate Newco 1 Limited (Avanti) (United Kingdom)	Subordinated E1 Term Loan	LIBOR(Q)		—		12.50 % PIK				12.50	%	10/13/2023	$	85,717		58,232			8,572			—		C/H/N
Plate Newco 1 Limited (Avanti) (United Kingdom)	Subordinated E2 Term Loan	LIBOR(Q)		—		12.50 % PIK				12.50	%	10/13/2023	$	257,153		174,697			25,715			0.01	%	C/H/N
Plate Newco 1 Limited (Avanti) (United Kingdom)	Subordinated F Term Loan	LIBOR(Q)		—		12.50 % PIK				12.50	%	10/13/2023	$	968,913		633,949			24,223			—		C/H/N
Plate Newco 1 Limited (Avanti) (United Kingdom)	Subordinated G Term Loan	LIBOR(Q)		—		12.50 % PIK				12.50	%	10/13/2023	$	305,428		207,493			—			—		C/H/N
																1,074,371			58,510			0.01	%
Construction and Engineering
CSG Buyer, Inc. (Core States)	First Lien Term Loan	SOFR(Q)		1.00	%		6.00	%		10.84	%	3/31/2028	$	8,915,215		8,736,911			8,594,267			0.52	%	N
CSG Buyer, Inc. (Core States)	Sr Secured Revolver	SOFR(Q)		1.00	%		6.00	%		10.84	%	3/31/2028	$	—		( 29,212	)		( 52,581	)		—		K/N
CSG Buyer, Inc. (Core States)	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		6.00	%		10.84	%	3/31/2028	$	—		( 58,423	)		( 105,162	)		- 0.01	%	K/N
Homerenew Buyer, Inc. (Project Dream)	First Lien Delayed Draw Term Loan	SOFR(S)		1.00	%		6.50	%		11.36	%	11/23/2027	$	3,552,660		3,458,253			3,384,484			0.20	%	N
Homerenew Buyer, Inc. (Project Dream)	Sr Secured Revolver	SOFR(M)		1.00	%		6.50	%		11.12	%	11/23/2027	$	138,097		124,889			115,311			0.01	%	N
Homerenew Buyer, Inc. (Project Dream)	First Lien Term Loan	SOFR(S)		1.00	%		6.50	%		11.54	%	11/23/2027	$	1,695,068		1,659,692			1,639,131			0.10	%	N
Hylan Intermediate Holding II, LLC	Second Lien Term Loan	SOFR(M)		1.00	%		10.00	%		11.07	%	3/11/2027	$	4,794,539		4,747,519			4,789,265			0.28	%	N
Hylan Intermediate Holding II, LLC	First Lien Term Loan	SOFR(S)		1.00	%		10.00	%		11.07	%	2/22/2026	$	4,983,707		4,983,707			4,978,225			0.29	%	N
Sunland Asphalt & Construction, LLC	First Lien Delayed Draw Term Loan	LIBOR(S)		1.00	%		6.00	%		11.15	%	1/13/2026	$	2,161,987		2,133,477			2,114,424			0.12	%	N
Sunland Asphalt & Construction, LLC	First Lien Term Loan	LIBOR(S)		1.00	%		6.00	%		11.15	%	1/13/2026	$	6,429,702		6,345,923			6,288,249			0.37	%	N
																32,102,736			31,745,613			1.88	%

BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Continued)

December 31, 2022


Issuer	Instrument	Ref	Floor			Spread			Total Coupon			Maturity	Principal		Cost			Fair Value			% of Total Cash and Investments			Notes
Debt Investments (continued)
Consumer Finance
Freedom Financial Network Funding, LLC	First Lien Term Loan	SOFR(S)		1.00	%		9.00	%		13.95	%	9/21/2027	$	7,500,000	$	7,319,662		$	7,312,500			0.43	%	N
Freedom Financial Network Funding, LLC	First Lien Delayed Draw Term Loan	SOFR(S)		1.00	%		9.00	%		13.95	%	9/21/2027	$	—		( 59,287	)		( 62,500	)		—		K/N
Money Transfer Acquisition Inc.	First Lien Term Loan	SOFR(M)		1.00	%		8.25	%		12.67	%	12/14/2027	$	7,027,699		6,888,178			6,887,145			0.41	%	N
																14,148,553			14,137,145			0.84	%

Containers & Packaging
BW Holding, Inc. (Brook & Whittle)	Second Lien Term Loan	SOFR(Q)		0.75	%		7.50	%		12.05	%	12/14/2029	$	11,969,577		11,723,498			11,095,797			0.66	%	N
BW Holding, Inc. (Brook & Whittle)	Second Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%		7.50	%		12.05	%	12/14/2029	$	1,110,271		1,087,786			1,029,222			0.06	%	N
																12,811,284			12,125,019			0.72	%
Distributors
Colony Display, LLC	First Lien Term Loan	SOFR(S)		1.00	%		9.50	%		13.91	%	6/30/2026	$	7,001,885		6,899,214			6,490,748			0.38	%	N

Diversified Consumer Services
Elevate Brands OpCo, LLC	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		8.50	%		13.23	%	3/15/2027	$	20,800,000		20,481,244			20,616,000			1.22	%	N
Fusion Holding Corp. (Finalsite)	First Lien Term Loan	SOFR(Q)		0.75	%		6.25	%		10.78	%	9/14/2029	$	462,264		452,289			452,187			0.03	%	N
Fusion Holding Corp. (Finalsite)	Sr Secured Revolver	SOFR(Q)		0.75	%		6.25	%		10.78	%	9/15/2027	$	—		( 799	)		( 808	)		—		K/N
Razor Group GmbH (Germany)	First Lien Delayed Draw Term Loan	LIBOR(M)		1.00	%		9.00	%		14.21	%	4/30/2025	$	39,269,210		39,479,357			37,672,005			2.22	%	H/N
Razor Group GmbH (Germany)	First Lien Sr Secured Convertible Term Loan	Fixed		—		3.50 % Cash + 3.50 % PIK				7.00	%	4/30/2025	$	4,653,062		4,653,062			5,006,695			0.30	%	H/N
SellerX Germany Gmbh & Co. Kg (Germany)	First Lien Delayed Draw Term Loan	LIBOR(Q)		1.00	%	8.00 % Cash + 3.00 % PIK				15.73	%	11/23/2025	$	17,748,723		17,458,552			17,499,523			1.03	%	H/N
Thras.io, LLC	First Lien Term Loan	LIBOR(S)		1.00	%		7.00	%		11.17	%	12/18/2026	$	23,414,209		23,112,939			20,750,844			1.23	%
Thras.io, LLC	First Lien Delayed Draw Term Loan	LIBOR(S)		1.00	%		7.00	%		11.17	%	12/18/2026	$	9,789,913		9,520,360			7,676,715			0.45	%
Whele, LLC (Perch)	First Lien Incremental Term Loan	SOFR(M)		1.00	%	( 8.50 % Cash + 3.00 % PIK				16.20	%	10/15/2025	$	19,398,793		19,497,939			18,021,479			1.07	%	N
																134,654,943			127,694,640			7.55	%
Diversified Financial Services
2-10 Holdco, Inc.	First Lien Term Loan	SOFR(M)		0.75	%		6.00	%		10.42	%	3/26/2026	$	8,209,065		8,183,608			8,100,705			0.48	%	N
2-10 Holdco, Inc.	Sr Secured Revolver	SOFR(M)		0.75	%		6.00	%		10.42	%	3/26/2026	$	—		( 1,215	)		( 9,552	)		—		K/N
36th Street Capital Partners Holdings, LLC	Senior Note	Fixed		—			—			12.00	%	11/30/2025	$	50,131,437		50,131,437			50,131,437			2.96	%	E/F/N
Accordion Partners LLC	First Lien Term Loan	SOFR(Q)		0.75	%		6.25	%		10.83	%	8/29/2029	$	1,417,619		1,386,895			1,380,761			0.08	%	N
Accordion Partners LLC	First Lien Delayed Draw Term Loan A	SOFR(Q)		0.75	%		6.50	%		11.08	%	8/29/2029	$	—		( 2,660	)		( 1,857	)		—		K/N
Accordion Partners LLC	Sr Secured Revolver	SOFR(Q)		0.75	%		6.25	%		10.83	%	8/31/2028	$	—		( 2,631	)		( 3,219	)		—		K/N
Accordion Partners LLC	First Lien Delayed Draw Term Loan B	SOFR(Q)		0.75	%		6.25	%		10.83	%	8/29/2029	$	—		( 3,325	)		( 4,024	)		—		K/N
Credit Suisse AG (Cayman Islands)	Asset-Backed Credit Linked Notes	Fixed		—			9.50	%		9.50	%	4/12/2025	$	1,573,042		1,573,042			1,415,738			0.08	%	E/H/I/N
GC Champion Acquisition LLC (Numerix)	First Lien Term Loan	SOFR(S)		1.00	%		6.75	%		11.15	%	8/21/2028	$	696,464		683,182			676,127			0.04	%	N
GC Champion Acquisition LLC (Numerix)	First Lien Delayed Draw Term Loan	SOFR(S)		1.00	%		6.75	%		11.15	%	8/21/2028	$	—		( 3,650	)		( 5,663	)		—		K/N
Libra Solutions Intermediate Holdco, LLC et al (fka Oasis Financial, LLC)	Second Lien Term Loan	SOFR(M)		1.00	%		8.50	%		12.93	%	7/5/2026	$	17,633,544		17,383,495			17,175,072			1.02	%	N
Wealth Enhancement Group, LLC	First Lien Delayed Draw Term Loan	SOFR(S)		1.00	%		6.00	%		10.44	%	10/4/2027	$	223,806		221,696			212,406			0.01	%	N
Wealth Enhancement Group, LLC	Sr Secured Revolver	SOFR(S)		1.00	%		6.00	%		10.44	%	10/4/2027	$	—		( 119	)		( 650	)		—		K/N
Worldremit Group Limited (United Kingdom)	First Lien Term Loan ( 3.0 % Exit Fee)	LIBOR(Q)		1.00	%		9.25	%		13.91	%	2/11/2025	$	43,629,951		43,101,443			42,800,982			2.53	%	H/L/N
																122,651,198			121,868,263			7.20	%
Diversified Telecommunication Services
Aventiv Technologies, Inc. (Securus)	Second Lien Term Loan	LIBOR(Q)		1.00	%		8.25	%		12.66	%	11/1/2025	$	25,846,154		25,728,438			17,236,154			1.02	%	N

Electric Utilities
Conergy Asia & ME Pte. Ltd. (Singapore)	First Lien Term Loan	Fixed		—			—			—		12/31/2023	$	2,110,141		2,110,141			—			—		D/F/H/N
Kawa Solar Holdings Limited (Conergy) (Cayman Islands)	Bank Guarantee Credit Facility	Fixed		—			—			—		12/31/2023	$	6,578,877		6,578,877			101,315			0.01	%	D/F/H/N
Kawa Solar Holdings Limited (Conergy) (Cayman Islands)	Revolving Credit Facility	Fixed		—			—			—		12/31/2023	$	5,535,517		5,535,517			1,862,701			0.11	%	D/F/H/N
																14,224,535			1,964,016			0.12	%

BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Continued)

December 31, 2022


Issuer	Instrument	Ref	Floor			Spread			Total Coupon			Maturity	Principal		Cost			Fair Value			% of Total Cash and Investments			Notes
Debt Investments (continued)
Health Care Technology
Appriss Health, LLC (PatientPing)	First Lien Term Loan	LIBOR(M)		1.00	%		7.25	%		11.54	%	5/6/2027	$	8,147,541	$	8,028,671		$	7,699,426			0.46	%	N
Appriss Health, LLC (PatientPing)	Sr Secured Revolver	LIBOR(M)		1.00	%		7.25	%		11.54	%	5/6/2027	$	—		( 7,913	)		( 29,949	)		—		K/N
CareATC, Inc.	First Lien Term Loan	LIBOR(Q)		1.00	%		7.25	%		11.99	%	3/14/2024	$	13,783,122		13,676,548			13,562,592			0.80	%	N
CareATC, Inc.	Sr Secured Revolver	LIBOR(S)		1.00	%		7.25	%		9.73	%	3/14/2024	$	607,288		604,277			597,571			0.04	%	N
ESO Solutions, Inc.	First Lien Term Loan	SOFR(Q)		1.00	%		7.00	%		11.59	%	5/3/2027	$	23,802,071		23,397,473			22,849,988			1.35	%	N
ESO Solutions, Inc.	Sr Secured Revolver	SOFR(Q)		1.00	%		7.00	%		11.59	%	5/3/2027	$	—		( 25,389	)		( 70,011	)		—		K/N
Edifecs, Inc.	First Lien Term Loan	LIBOR(Q)		1.00	%		7.50	%		12.23	%	9/21/2026	$	1,361,111		1,338,046			1,374,722			0.08	%	N
Gainwell Acquisition Corp.	Second Lien Term Loan	LIBOR(Q)		1.00	%		8.00	%		11.74	%	10/2/2028	$	5,727,820		5,703,837			5,395,606			0.32	%	N
Sandata Technologies, LLC	First Lien Term Loan	LIBOR(Q)		—			6.00	%		10.75	%	7/23/2024	$	20,250,000		20,138,494			19,784,250			1.16	%	N
Sandata Technologies, LLC	Sr Secured Revolver	LIBOR(Q)		—			6.00	%		10.29	%	7/23/2024	$	2,250,000		2,238,653			2,198,250			0.13	%	N
																75,092,697			73,362,445			4.34	%
Healthcare Providers and Services
INH Buyer, Inc. (IMS Health)	First Lien Term Loan ( 1.5 % Exit Fee)	SOFR(Q)		1.00	%	3.50 % Cash + 3.50 % PIK				11.68	%	6/28/2028	$	4,505,060		4,428,186			3,535,571			0.21	%	L/N
Opco Borrower, LLC (Giving Home Health Care)	Sr Secured Revolver	SOFR(M)		1.00	%		6.50	%		10.87	%	8/19/2027	$	6,250		5,958			5,706			—		N
Opco Borrower, LLC (Giving Home Health Care)	First Lien Term Loan	SOFR(Q)		1.00	%		6.50	%		11.18	%	8/19/2027	$	341,602		338,323			335,658			0.02	%	N
PHC Buyer, LLC (Patriot Home Care)	First Lien Term Loan	SOFR(S)		0.75	%		6.00	%		10.70	%	5/4/2028	$	10,340,600		10,152,047			10,010,735			0.59	%	N
PHC Buyer, LLC (Patriot Home Care)	First Lien Delayed Draw Term Loan	SOFR(S)		0.75	%		6.00	%		10.70	%	5/4/2028	$	—		( 70,579	)		( 126,294	)		- 0.01	%	K/N
Team Services Group, LLC	Second Lien Term Loan	LIBOR(S)		1.00	%		9.00	%		13.93	%	11/13/2028	$	27,855,847		27,164,042			26,463,055			1.57	%	G/N
																42,017,977			40,224,431			2.38	%
Hotels, Restaurants and Leisure
Fishbowl, Inc.	First Lien Term Loan	SOFR(Q)		1.00	%		5.00	%		9.84	%	5/27/2027	$	12,089,579		12,089,579			12,089,579			0.72	%	F/N
OCM Luxembourg Baccarat BidCo S.À R.L. (Interblock) (Slovenia)	First Lien Term Loan	SOFR(Q)		0.75	%		6.25	%		10.68	%	6/3/2027	$	230,903		226,708			224,899			0.01	%	H/N
OCM Luxembourg Baccarat BidCo S.À R.L. (Interblock) (Slovenia)	Sr Secured Revolver	SOFR(Q)		0.75	%		6.25	%		10.68	%	6/3/2027	$	—		( 328	)		( 481	)		—		H/K/N
																12,315,959			12,313,997			0.73	%
Insurance
AmeriLife Holdings, LLC	First Lien Term Loan	SOFR(Q)		0.75	%		5.75	%		9.58	%	8/31/2029	$	1,818,182		1,783,546			1,743,636			0.10	%	N
AmeriLife Holdings, LLC	First Lien Delayed Draw Term Loan	SOFR(S)		0.75	%		5.75	%		10.15	%	8/31/2029	$	303,030		294,326			284,394			0.02	%	N
AmeriLife Holdings, LLC	Sr Secured Revolver	SOFR(Q)		0.75	%		5.75	%		9.58	%	8/31/2028	$	—		( 4,291	)		( 9,318	)		—		K/N
Integrity Marketing Acquisition, LLC	First Lien Incremental Term Loan	SOFR(M)		0.75	%		6.50	%		10.82	%	8/27/2025	$	10,254,564		10,077,026			10,172,528			0.60	%	N
Integrity Marketing Acquisition, LLC	Sr Secured Incremental Revolver	SOFR(M)		0.75	%		6.50	%		10.82	%	8/27/2025	$	—		( 786,502	)		( 82,037	)		—		K/N
IT Parent, LLC (Insurance Technologies)	First Lien Term Loan	LIBOR(M)		1.00	%		6.25	%		10.63	%	10/1/2026	$	4,834,127		4,769,068			4,519,909			0.27	%	N
IT Parent, LLC (Insurance Technologies)	Sr Secured Revolver	LIBOR(M)/PRIME		1.00	%		6.25	%		11.21	%	10/1/2026	$	458,333		450,271			417,708			0.02	%	N
Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance)	First Lien Term Loan	SOFR(S)		0.75	%		6.00	%		11.12	%	11/1/2028	$	852,857		841,089			814,479			0.05	%	N
Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance)	First Lien Delayed Draw Term Loan	SOFR(S)		0.75	%		6.00	%		11.11	%	11/1/2028	$	1,860,573		1,831,392			1,764,330			0.10	%	N
																19,255,925			19,625,629			1.16	%
Internet and Catalog Retail
CommerceHub, Inc.	First Lien Term Loan	PRIME		0.75	%		5.25	%		12.25	%	12/29/2027	$	964,286		898,056			897,750			0.05	%	N
Syndigo, LLC	Second Lien Term Loan	LIBOR(S)		0.75	%		8.00	%		13.21	%	12/14/2028	$	12,141,870		11,996,183			9,652,787			0.58	%	G/N
																12,894,239			10,550,537			0.63	%

BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Continued)

December 31, 2022


Issuer	Instrument	Ref	Floor			Spread			Total Coupon			Maturity	Principal		Cost			Fair Value			% of Total Cash and Investments			Notes
Debt Investments (continued)
Internet Software and Services
Acquia, Inc.	Sr Secured Revolver	LIBOR(Q)		1.00	%		7.00	%		10.64	%	10/31/2025	$	1,112,098	$	1,094,116		$	1,112,098			0.07	%	N
Acquia, Inc.	First Lien Term Loan	LIBOR(Q)		1.00	%		7.00	%		10.74	%	10/31/2025	$	25,299,735		24,992,125			25,299,735			1.50	%	N
Anaconda, Inc.	First Lien Term Loan	SOFR(Q)		1.00	%		7.50	%		11.86	%	8/22/2027	$	5,717,940		5,663,515			5,637,889			0.33	%	N
Astra Acquisition Corp. (Anthology)	Second Lien Term Loan	LIBOR(M)		0.75	%		8.88	%		13.26	%	10/25/2029	$	20,715,038		20,337,084			18,643,534			1.10	%	N
Domo, Inc.	First Lien Delayed Draw Term Loan ( 7.0 % Exit Fee)	LIBOR(M)		1.50	%	5.50 % Cash + 2.50 % PIK				12.81	%	4/1/2025	$	56,241,443		56,101,006			55,791,511			3.27	%	L/N
Domo, Inc.	First Lien PIK Term Loan	Fixed		—		9.50 % PIK				9.50	%	4/1/2025	$	3,109,912		620,035			2,882,889			0.17	%	N
Gympass US, LLC	First Lien Term Loan	SOFR(Q)		1.00	%	4.00 % Cash + 4.00 % PIK				12.77	%	7/8/2027	$	508,896		504,226			500,245			0.03	%	N
InMoment, Inc.	First Lien Term Loan	SOFR(S)		0.75	%	5.00 % cash + 2.50 % PIK				11.58	%	6/8/2028	$	7,555,674		7,415,417			7,381,138			0.44	%	N
Magenta Buyer, LLC (McAfee)	First Lien Incremental Term Loan	Fixed		—			12.00	%		12.00	%	7/27/2028	$	2,152,739		1,937,465			2,012,811			0.12	%
Magenta Buyer, LLC (McAfee)	Second Lien Term Loan	LIBOR(Q)		0.75	%		8.25	%		12.67	%	7/27/2029	$	20,000,000		19,751,604			15,900,000			0.94	%	G
Persado, Inc.	First Lien Delayed Draw Term Loan ( 6.575 % Exit Fee)	SOFR(M)		1.80	%		7.00	%		11.12	%	6/10/2027	$	8,782,078		8,724,912			7,769,872			0.46	%	L/N
Persado, Inc.	First Lien Term Loan ( 6.575 % Exit Fee)	SOFR(M)		1.80	%		7.00	%		11.12	%	6/10/2027	$	8,608,961		8,496,728			8,148,381			0.48	%	L/N
Pluralsight, Inc.	First Lien Term Loan	LIBOR(Q)		1.00	%		8.00	%		11.83	%	4/6/2027	$	32,582,872		32,075,239			31,312,141			1.85	%	N
Pluralsight, Inc.	Sr Secured Revolver	LIBOR(M)		1.00	%		8.00	%		12.36	%	4/6/2027	$	1,208,564		1,174,147			1,114,296			0.07	%	N
Quartz Holding Company (Quick Base)	Second Lien Term Loan	LIBOR(M)		—			8.00	%		12.38	%	4/2/2027	$	9,903,019		9,773,676			9,625,734			0.57	%	N
Reveal Data Corporation et al	First Lien FILO Term Loan	SOFR(S)		1.00	%		6.50	%		9.92	%	3/9/2028	$	8,143,975		7,965,825			7,876,038			0.47	%	N
ResearchGate GmBH (Germany)	First Lien Term Loan ( 4.0 % Exit Fee)	EURIBOR(M)		—			8.55	%		8.55	%	10/1/2024	€	7,500,000		8,221,114			7,783,454			0.46	%	H/L/N/O
Sailpoint Technologies Holdings, Inc.	First Lien Term Loan	SOFR(M)		0.75	%		6.25	%		10.58	%	8/16/2029	$	462,462		453,467			448,450			0.03	%	N
Sailpoint Technologies Holdings, Inc.	Sr Secured Revolver	SOFR(M)		0.75	%		6.25	%		10.58	%	8/16/2028	$	—		( 704	)		( 1,092	)		—		K/N
Spartan Bidco Pty Ltd (StarRez) (Australia)	First Lien Incremental Term Loan	SOFR(Q)		0.75	%	0.75 % Cash + 6.50 % PIK				11.46	%	1/24/2028	$	508,856		499,502			494,506			0.03	%	H/I/N
Suited Connector, LLC	Sr Secured Revolver	LIBOR(S)		1.00	%		6.00	%		10.98	%	12/1/2027	$	568,182		558,631			455,682			0.03	%	N
Suited Connector, LLC	First Lien Term Loan	LIBOR(S)		1.00	%		6.00	%		10.92	%	12/1/2027	$	3,490,057		3,429,466			2,799,026			0.17	%	N
Suited Connector, LLC	First Lien Delayed Draw Term Loan	LIBOR(S)		1.00	%		6.00	%		10.92	%	12/1/2027	$	—		( 13,985	)		( 168,750	)		- 0.01	%	K/N
																219,774,611			212,819,588			12.58	%
IT Services
Avalara, Inc.	First Lien Term Loan	SOFR(Q)		0.75	%		7.25	%		11.83	%	10/19/2028	$	450,000		438,988			436,500			0.03	%	N
Avalara, Inc.	Sr Secured Revolver	SOFR(Q)		0.75	%		7.25	%		11.83	%	10/19/2028	$	—		( 1,089	)		( 1,350	)		—		K
Ensono, Inc.	Second Lien Term Loan B	LIBOR(S)		—			8.00	%		13.15	%	5/28/2029	$	15,000,000		14,874,842			13,875,000			0.82	%	N
Madison Logic Holdings, Inc.	First Lien Term Loan	SOFR(Q)		1.00	%		7.00	%		11.58	%	12/29/2028	$	14,908,635		14,461,662			14,461,376			0.85	%	N
Madison Logic Holdings, Inc.	Sr Secured Revolver	SOFR(Q)		1.00	%		7.00	%		11.58	%	12/30/2027	$	—		( 32,098	)		( 32,098	)		—		K/N
Xactly Corporation	First Lien Term Loan	LIBOR(Q)		1.00	%		7.25	%		11.99	%	7/31/2023	$	14,671,682		14,627,537			14,671,682			0.87	%	N
Xactly Corporation	Sr Secured Revolver	LIBOR(M)		1.00	%		7.25	%		11.64	%	7/31/2023	$	854,898		849,211			854,898			0.05	%	N
																45,219,053			44,266,008			2.62	%
Leisure Products
Blue Star Sports Holdings, Inc.	First Lien Delayed Draw Term Loan	LIBOR(Q)		1.00	%	5.75 % cash + 3.50 % PIK				13.16	%	6/15/2024	$	64,693		64,403			62,623			—		N
Blue Star Sports Holdings, Inc.	Sr Secured Revolver	LIBOR(Q)		1.00	%	5.75 % cash + 3.50 % PIK				13.66	%	6/15/2024	$	129,778		129,213			125,625			0.01	%	N
Blue Star Sports Holdings, Inc.	First Lien Term Loan	LIBOR(Q)		1.00	%	5.75 % cash + 3.50 % PIK				13.66	%	6/15/2024	$	1,788,770		1,779,707			1,731,530			0.10	%	N
Peloton Interactive, Inc.	First Lien Term Loan	SOFR(S)		0.50	%		7.00	%		11.76	%	5/25/2027	$	99,500		96,138			98,132			0.01	%	J
																2,069,461			2,017,910			0.12	%
Machinery
Alcami Corporation	First Lien Term Loan	SOFR(M)		1.00	%		7.00	%		11.42	%	12/21/2028	$	6,555,187		6,326,692			6,325,755			0.37	%	N
Alcami Corporation	First Lien Delayed Draw Term Loan	SOFR(M)		1.00	%		7.00	%		11.42	%	12/21/2028	$	—		( 19,027	)		( 19,119	)		—		K/N
Alcami Corporation	Sr Secured Revolver	SOFR(M)		1.00	%		7.00	%		11.42	%	12/21/2028	$	—		( 30,443	)		( 30,591	)		—		K/N
Sonny's Enterprises, LLC	First Lien Term Loan	SOFR(Q)		1.00	%		6.75	%		10.99	%	8/5/2026	$	3,715,700		3,662,754			3,752,857			0.22	%	N
Sonny's Enterprises, LLC	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		6.75	%		10.99	%	8/5/2026	$	10,016,732		9,875,324			10,116,899			0.60	%	N
																19,815,300			20,145,801			1.19	%

BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Continued)

December 31, 2022


Issuer	Instrument	Ref	Floor			Spread			Total Coupon			Maturity	Principal		Cost			Fair Value			% of Total Cash and Investments			Notes
Debt Investments (continued)
Media
Khoros, LLC (Lithium)	First Lien Term Loan	SOFR(Q)		1.00	%		8.00	%		12.06	%	1/3/2024	$	28,016,636	$	27,815,415		$	27,624,404			1.63	%	N
Khoros, LLC (Lithium)	Sr Secured Revolver	SOFR(Q)		1.00	%		8.00	%		10.53	%	1/3/2024	$	661,121		648,192			637,982			0.04	%	N
NEP II, Inc.	Second Lien Term Loan	LIBOR(M)		—			7.00	%		11.38	%	10/19/2026	$	14,500,000		14,104,319			10,856,875			0.64	%	G
Quora, Inc.	First Lien Term Loan ( 4.0 % Exit Fee)	Fixed		—			—			10.10	%	5/1/2024	$	12,819,528		12,742,240			12,154,309			0.72	%	L/N
Streamland Media Midco LLC	First Lien Term Loan	SOFR(Q)		1.00	%		6.75	%		11.11	%	8/31/2023	$	379,050		374,456			361,614			0.02	%	N
Streamland Media Midco LLC	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		6.75	%		11.11	%	8/31/2023	$	—		( 1,460	)		( 5,520	)		—		K/N
Terraboost Media Operating Company, LLC	First Lien Term Loan	SOFR(Q)		1.00	%		6.50	%		8.14	%	8/23/2026	$	10,331,869		10,157,200			9,577,643			0.57	%	N
																65,840,362			61,207,307			3.62	%
Oil, Gas and Consumable Fuels
Iracore International Holdings, Inc.	First Lien Term Loan	LIBOR(Q)		1.00	%		9.00	%		13.75	%	4/12/2024	$	1,324,140		1,324,140			1,324,140			0.08	%	B/N

Paper and Forest Products
Alpine Acquisition Corp II (48Forty)	First Lien Term Loan	SOFR(Q)		1.00	%		5.50	%		9.76	%	11/30/2026	$	20,184,544		19,841,042			19,213,667			1.14	%	N
Alpine Acquisition Corp II (48Forty)	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		5.50	%		9.76	%	11/30/2026	$	178,802		174,001			170,202			0.01	%	N
Alpine Acquisition Corp II (48Forty)	Sr Secured Revolver	SOFR(Q)		1.00	%		5.50	%		9.76	%	11/30/2026	$	—		( 4,465	)		( 8,613	)		—		K/N
																20,010,578			19,375,256			1.15	%
Professional Services
Applause App Quality, Inc.	First Lien Term Loan	SOFR(S)		1.00	%		5.00	%		8.26	%	9/20/2025	$	15,283,420		15,259,441			15,283,420			0.90	%	N
Applause App Quality, Inc.	Sr Secured Revolver	SOFR(S)		1.00	%		5.00	%		8.26	%	9/30/2025	$	—		( 7,753	)		—			—		K/N
CIBT Solutions, Inc.	Second Lien Term Loan	LIBOR(Q)		1.00	%	1.00 % Cash + 6.75 % PIK				8.75	%	6/1/2025	$	8,146,376		7,567,314			4,466,903			0.26	%	C/G
DTI Holdco, Inc. (Epiq Systems, Inc.)	Second Lien Term Loan	SOFR(Q)		0.75	%		7.75	%		11.84	%	4/26/2030	$	7,500,000		7,359,282			6,924,998			0.41	%
GI Consilio Parent, LLC	Second Lien Term Loan	LIBOR(M)		0.50	%		7.50	%		11.88	%	5/14/2029	$	10,000,000		9,919,358			9,590,000			0.57	%	N
ICIMS, Inc.	First Lien Term Loan	SOFR(Q)		0.75	%	3.38 % Cash + 3.88 % PIK				11.52	%	8/18/2028	$	4,166,667		4,096,289			4,008,750			0.24	%	N
ICIMS, Inc.	First Lien Incremental Term Loan	SOFR(Q)		0.75	%		7.25	%		11.52	%	8/18/2028	$	4,449,002		4,373,036			4,372,479			0.26	%	N
ICIMS, Inc.	First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%	3.38 % Cash + 3.88 % PIK				11.52	%	8/18/2028	$	—		( 18,180	)		( 41,945	)		—		K/N
ICIMS, Inc.	Sr Secured Revolver	SOFR(Q)		0.75	%		6.75	%		11.02	%	8/18/2028	$	—		( 6,520	)		( 15,040	)		—		K/N
JobandTalent USA, Inc. (United Kingdom)	First Lien Delayed Draw Term Loan ( 3.0 % Exit Fee)	SOFR(M)		1.00	%		8.75	%		13.19	%	2/17/2025	$	18,590,586		18,362,455			18,144,413			1.07	%	H/L/N
JobandTalent USA, Inc. (United Kingdom)	First Lien Term Loan ( 3.0 % Exit Fee)	SOFR(M)		1.00	%		8.75	%		13.19	%	2/17/2025	$	26,409,413		26,063,403			25,775,587			1.52	%	H/L/N
RigUp, Inc.	First Lien Delayed Draw Term Loan ( 4.0 % Exit Fee)	LIBOR(M)		1.50	%		7.00	%		11.81	%	3/1/2024	$	29,000,000		28,800,422			28,565,000			1.69	%	L/N
VT TopCo, Inc. (Veritext)	Second Lien Term Loan	LIBOR(M)		0.75	%		6.75	%		11.13	%	8/4/2026	$	2,666,667		2,653,075			2,560,000			0.15	%	N
																124,421,622			119,634,565			7.07	%
Real Estate Management and Development
Greystone Affordable Housing Initiatives, LLC	First Lien Delayed Draw Term Loan	LIBOR(S)		1.25	%		6.00	%		9.05	%	3/2/2026	$	4,666,667		4,666,667			4,610,667			0.27	%	I/N
Greystone Select Company II, LLC (Passco)	First Lien Term Loan	SOFR(M)		1.50	%		6.50	%		10.94	%	3/21/2027	$	8,181,818		8,033,414			8,034,545			0.47	%	N
Greystone Select Company II, LLC (Passco)	First Lien Delayed Draw Term Loan	SOFR(M)		1.50	%		6.50	%		10.94	%	3/21/2027	$	—		( 199,825	)		( 212,727	)		- 0.01	%	K/N
																12,500,256			12,432,485			0.73	%
Road and Rail
Motive Technologies, Inc. (fka Keep Truckin, Inc.)	First Lien Term Loan	SOFR(S)		1.00	%		7.25	%		11.03	%	4/8/2025	$	29,880,937		29,588,102			29,671,771			1.76	%	N
Motive Technologies, Inc. (fka Keep Truckin, Inc.)	First Lien Incremental Term Loan	SOFR(S)		1.00	%		7.25	%		10.94	%	4/8/2025	$	10,119,063		10,009,446			10,048,229			0.59	%	N
																39,597,548			39,720,000			2.35	%
Semiconductors and Semiconductor Equipment
Emerald Technologies (U.S.) AcquisitionCo, Inc.	First Lien Term Loan	SOFR(M)		1.00	%		6.25	%		10.67	%	12/29/2027	$	5,494,916	$	5,398,475		$	5,215,582			0.31	%
Emerald Technologies (U.S.) AcquisitionCo, Inc.	Sr Secured Revolver	SOFR(M)		1.00	%		6.00	%		10.42	%	12/29/2026	$	955,261		723,341			794,833			0.05	%	N
																6,121,816			6,010,415			0.36	%

BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Continued)

December 31, 2022


Issuer	Instrument	Ref	Floor			Spread			Total Coupon			Maturity	Principal		Cost			Fair Value			% of Total Cash and Investments			Notes
Debt Investments (continued)
Software
Aerospike, Inc.	First Lien Term Loan	LIBOR(M)		1.00	%		7.50	%		11.88	%	12/29/2025	$	6,933,486		6,879,278			6,814,230			0.40	%	N
AlphaSense, Inc.	First Lien Term Loan	SOFR(M)		1.00	%		7.00	%		11.44	%	3/11/2027	$	25,095,612		24,863,294			24,869,751			1.46	%	N
Aras Corporation	Sr Secured Revolver	LIBOR(S)		1.00	%		6.50	%		9.50	%	4/13/2027	$	290,778		278,104			257,629			0.02	%	N
Aras Corporation	First Lien Term Loan	LIBOR(Q)		1.00	%	3.25 % Cash + 3.75 % PIK				10.94	%	4/13/2027	$	12,617,624		12,448,640			12,138,154			0.72	%	N
Backoffice Associates Holdings, LLC (Syniti)	Sr Secured Revolver	PRIME		1.00	%		6.75	%		14.25	%	4/30/2026	$	1,354,523		1,318,492			1,308,229			0.08	%	N
Backoffice Associates Holdings, LLC (Syniti)	First Lien Term Loan	SOFR(Q)		1.00	%		7.75	%		12.00	%	4/30/2026	$	12,916,507		12,643,518			12,567,761			0.74	%	N
Bonterra LLC (fka CyberGrants Holdings, LLC)	First Lien Term Loan	LIBOR(Q)		0.75	%		6.25	%		10.98	%	9/8/2027	$	2,833,333		2,798,816			2,746,350			0.16	%	N
Bonterra LLC (fka CyberGrants Holdings, LLC)	First Lien Delayed Draw Term Loan	LIBOR(Q)		0.75	%		6.25	%		10.98	%	9/8/2027	$	54,686		51,425			46,158			—		N
Bonterra LLC (fka CyberGrants Holdings, LLC)	Sr Secured Revolver	LIBOR(Q)		0.75	%		6.25	%		10.98	%	9/8/2027	$	103,311		100,015			94,783			0.01	%	N
Certify, Inc.	First Lien Delayed Draw Term Loan	LIBOR(M)		1.00	%		5.50	%		9.89	%	2/28/2024	$	3,188,631		3,176,216			3,171,412			0.19	%	N
Certify, Inc.	First Lien Term Loan	LIBOR(M)		1.00	%		5.50	%		9.89	%	2/28/2024	$	23,383,293		23,362,751			23,257,023			1.37	%	N
Certify, Inc.	Sr Secured Revolver	LIBOR(M)		1.00	%		5.50	%		9.89	%	2/28/2024	$	265,719		261,918			259,980			0.02	%	N
Elastic Path Software, Inc. (Canada)	First Lien Term Loan	SOFR(Q)		1.00	%		7.50	%		11.37	%	1/6/2026	$	5,432,783		5,389,945			5,379,542			0.32	%	H/N
Elastic Path Software, Inc. (Canada)	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		7.50	%		12.12	%	1/6/2026	$	2,758,041		2,731,501			2,731,012			0.16	%	H/N
Fusion Risk Management, Inc.	First Lien Term Loan	SOFR(Q)		1.00	%	3.25 % Cash + 3.75 % PIK				11.40	%	8/30/2028	$	362,133		354,405			349,821			0.02	%	N
Fusion Risk Management, Inc.	Sr Secured Revolver	SOFR(Q)		1.00	%		6.50	%		10.90	%	8/30/2028	$	—		( 762	)		( 1,220	)		—		K/N
Grey Orange Incorporated	First Lien Term Loan ( 3.75 % Exit Fee)	SOFR(Q)		1.00	%		7.25	%		12.23	%	5/6/2026	$	4,190,378		4,152,336			4,139,675			0.24	%	L/N
Grey Orange Incorporated	First Lien Delayed Draw Term Loan ( 3.75 % Exit Fee)	SOFR(Q)		1.00	%		7.25	%		11.55	%	5/6/2026	$	2,514,227		2,478,477			2,463,523			0.15	%	L/N
GTY Technology Holdings Inc.	First Lien Term Loan	SOFR(Q)		0.75	%	2.58 % Cash + 4.30 % PIK				11.46	%	7/9/2029	$	259,207		254,404			250,912			0.01	%	N
GTY Technology Holdings Inc.	First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%	2.58 % Cash + 4.30 % PIK				11.40	%	7/9/2029	$	200,257		196,523			193,849			0.01	%	N
GTY Technology Holdings Inc.	Sr Secured Revolver	SOFR(Q)		0.75	%		6.25	%		10.83	%	7/9/2029	$	—		( 864	)		( 1,477	)		—		K/N
Integrate.com, Inc. (Infinity Data, Inc.)	First Lien Term Loan	LIBOR(M)/SOFR(M)		1.00	%	3.00 % Cash + 3.00 % PIK				10.34	%	12/17/2027	$	3,873,660		3,807,368			3,757,451			0.22	%	N
Integrate.com, Inc. (Infinity Data, Inc.)	First Lien Delayed Draw Term Loan	SOFR(M)		1.00	%	3.00 % Cash + 3.00 % PIK				10.28	%	12/17/2027	$	—		( 11,038	)		( 20,000	)		—		K/N
Integrate.com, Inc. (Infinity Data, Inc.)	Sr Secured Revolver	SOFR(M)		1.00	%		6.00	%		10.28	%	12/17/2027	$	—		( 5,519	)		( 10,000	)		—		K/N
JOBVITE, Inc. (Employ, Inc.)	First Lien Term Loan	SOFR(S)		0.75	%		8.00	%		10.93	%	8/5/2028	$	1,000,000		975,863			966,200			0.06	%	N
Kaseya, Inc.	First Lien Term Loan	SOFR(Q)		0.75	%		5.75	%		10.33	%	6/25/2029	$	1,635,938		1,612,469			1,586,859			0.09	%	N
Kaseya, Inc.	First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%		5.75	%		10.33	%	6/25/2029	$	—		( 1,388	)		( 3,000	)		—		K/N
Kaseya, Inc.	Sr Secured Revolver	SOFR(Q)		0.75	%		5.75	%		10.33	%	6/25/2029	$	—		( 1,388	)		( 3,000	)		—		K/N
Kong Inc.	First Lien Term Loan	SOFR(M)		1.00	%	( 5.50 % Cash + 3.25 % PIK				12.99	%	11/1/2027	$	6,193,721		6,070,623			6,069,846			0.36	%	N
Nvest, Inc. (SigFig)	First Lien Term Loan	SOFR(S)		1.00	%		7.50	%		11.49	%	9/15/2025	$	6,798,242		6,708,885			6,625,567			0.39	%	N
Oversight Systems, Inc.	First Lien Term Loan	LIBOR(M)		1.00	%		7.00	%		11.38	%	9/24/2026	$	4,513,081		4,442,490			4,332,558			0.26	%	N

BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Continued)

December 31, 2022


Issuer	Instrument	Ref	Floor			Spread			Total Coupon			Maturity	Principal		Cost			Fair Value			% of Total Cash and Investments			Notes
Debt Investments (continued)
Software (continued)
SEP Raptor Acquisition, Inc. (Loopio) (Canada)	First Lien Term Loan	LIBOR(Q)		1.00	%	4.50 % Cash + 3.00 % PIK				12.25	%	3/31/2027	$	10,790,689		10,628,613			10,596,456			0.63	%	H/N
SEP Raptor Acquisition, Inc. (Loopio) (Canada)	Sr Secured Revolver	LIBOR(Q)		1.00	%	4.50 % Cash + 3.00 % PIK				12.25	%	3/31/2027	$	—		( 16,517	)		( 20,939	)		—		H/K/N
SEP Eiger BidCo Ltd. (Beqom) (Switzerland)	First Lien Term Loan	SOFR(Q)		1.00	%	3.00 % Cash + 3.50 % PIK				10.71	%	5/9/2028	$	15,366,421		15,083,444			14,910,039			0.88	%	H/N
SEP Eiger BidCo Ltd. (Beqom) (Switzerland)	Sr Secured Revolver	SOFR(Q)		1.00	%		6.50	%		10.71	%	5/9/2028	$	—		( 28,627	)		( 47,572	)		—		H/K/N
Superman Holdings, LLC (Foundation Software)	First Lien Term Loan	LIBOR(Q)		1.00	%		6.13	%		10.85	%	8/31/2027	$	10,175,926		9,997,599			10,002,935			0.59	%	N
Superman Holdings, LLC (Foundation Software)	Sr Secured Revolver	LIBOR(Q)		1.00	%		6.13	%		10.85	%	8/31/2026	$	—		( 19,255	)		( 21,352	)		—		K/N
Syntellis Parent, LLC (Axiom Software)	First Lien Term Loan	SOFR(M)		0.75	%		6.50	%		10.82	%	8/2/2027	$	20,973,180		20,512,363			20,343,985			1.20	%	N
Zendesk Inc.	First Lien Term Loan	SOFR(Q)		0.75	%		6.50	%		11.04	%	11/22/2028	$	382,011		374,395			374,370			0.02	%	N
Zendesk Inc.	First Lien Delayed Draw Term Loan	SOFR(Q)		0.75	%		6.50	%		11.04	%	11/22/2028	$	—		( 1,875	)		( 1,910	)		—		K/N
Zendesk Inc.	Sr Secured Revolver	SOFR(Q)		0.75	%		6.50	%		11.04	%	11/22/2028	$	—		( 773	)		( 786	)		—		K/N
Zilliant Incorporated	First Lien Term Loan	LIBOR(M)		0.75	%	2.00 % Cash + 4.50 % PIK				10.85	%	12/21/2027	$	1,550,239		1,524,752			1,454,124			0.09	%	N
Zilliant Incorporated	First Lien Delayed Draw Term Loan	LIBOR(M)		0.75	%	2.00 % Cash + 4.50 % PIK				10.85	%	12/21/2027	$	—		( 6,146	)		( 22,963	)		—		K/N
Zilliant Incorporated	Sr Secured Revolver	LIBOR(M)		0.75	%		6.00	%		10.35	%	12/21/2027	$	—		( 2,458	)		( 9,185	)		—		K/N
																185,382,312			183,896,780			10.87	%
Specialty Retail
Calceus Acquisition, Inc. (Cole Haan)	First Lien Term Loan B	LIBOR(Q)		—			5.50	%		10.23	%	2/12/2025	$	903,665	$	854,187		$	838,150			0.05	%	G
Calceus Acquisition, Inc. (Cole Haan)	First Lien Sr Secured Notes	Fixed		—			9.75	%		9.75	%	2/19/2025	$	20,000,000		19,693,296			18,320,000			1.08	%	E/G/N
Hanna Andersson, LLC	First Lien Term Loan	LIBOR(M)		1.00	%		6.00	%		10.29	%	7/2/2026	$	4,843,750		4,770,790			4,616,094			0.27	%	N
																25,318,273			23,774,244			1.40	%
Technology Hardware, Storage & Peripherals
SumUp Holdings Luxembourg S.A.R.L. (United Kingdom)	First Lien Delayed Draw Term Loan	SOFR(Q)		1.00	%		7.00	%		11.68	%	2/17/2026	$	31,114,286		30,621,766			29,994,171			1.77	%	H/N

Textiles, Apparel and Luxury Goods
James Perse Enterprises, Inc.	First Lien Term Loan	SOFR(Q)		1.00	%		6.25	%		10.93	%	9/8/2027	$	15,555,556		15,364,765			15,499,556			0.92	%	N
James Perse Enterprises, Inc.	Sr Secured Revolver	SOFR(Q)		1.00	%		6.25	%		10.93	%	9/8/2027	$	—		( 22,804	)		( 7,000	)		—		K/N
PSEB, LLC (Eddie Bauer)	First Lien Term Loan	LIBOR(Q)		1.00	%		6.50	%		11.23	%	10/12/2023	$	24,812,500		24,685,686			22,455,312			1.32	%	N
																40,027,647			37,947,868			2.24	%
Trading Companies & Distributors
Blackbird Purchaser, Inc. (Ohio Transmission Corp.)	Second Lien Term Loan	LIBOR(M)		0.75	%		7.50	%		11.88	%	4/8/2027	$	10,153,647		9,983,551			9,729,224			0.58	%	N
Blackbird Purchaser, Inc. (Ohio Transmission Corp.)	Second Lien Delayed Draw Term Loan	LIBOR(M)		0.75	%		7.50	%		11.88	%	4/8/2027	$	—		( 54,446	)		( 141,474	)		- 0.01	%	K/N
																9,929,105			9,587,750			0.57	%
Wireless Telecommunication Services
OpenMarket, Inc. (Infobip) (United Kingdom)	First Lien Term Loan	LIBOR(Q)		0.75	%		6.25	%		10.98	%	9/17/2026	$	9,875,000		9,682,978			9,562,950			0.57	%	H/N

Total Debt Investments - 190.2 % of Net Assets																1,512,893,754			1,420,427,739			83.95	%

BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Continued)

December 31, 2022


Issuer	Instrument	Expiration	Shares		Cost		Fair Value		% of Total Cash and Investments			Notes
Equity Securities
Automobiles
Autoalert Acquisition Co, LLC	Warrants to Purchase LLC Interest	6/28/2030		7		2,910,423		—		—		D/E/N

Capital Markets
Pico Quantitative Trading Holdings, LLC	Warrants to Purchase Membership Units	2/7/2030		287		645,121		1,671,461		0.10	%	D/E/N

Chemicals
AGY Equity, LLC	Class A Preferred Stock			1,786,785		485,322		—		—		B/D/E/N
AGY Equity, LLC	Class B Preferred Stock			1,250,749		—		—		—		B/D/E/N
AGY Equity, LLC	Class C Common Stock			982,732		—		—		—		B/D/E/N
						485,322		—		—
Communications Equipment
Plate Newco 1 Limited (Avanti) (United Kingdom)	Common Stock			364		—		—		—		D/E/H/N/O

Construction & Engineering
Hylan Novellus LLC	Class A Units			117,124		13,817,817		12,230,088		0.72	%	D/E/N

Diversified Consumer Services
MXP Prime Platform GmbH (SellerX) (Germany)	Warrants to Purchase Preferred Series B Shares	11/23/2028		135		—		275,458		0.02	%	D/E/H/N
PerchHQ, LLC	Warrants to Purchase Common Stock	10/15/2027		134,500		—		749,165		0.04	%	D/E/N
Razor Group GmbH (Germany)	Warrants to Purchase Preferred Series A1 Shares	4/28/2028		516		—		1,992,877		0.12	%	D/E/H/N
Razor Group GmbH (Germany)	Warrants to Purchase Series C Shares	4/28/2028		158		—		908,631		0.05	%	D/E/H/N
TVG-Edmentum Holdings, LLC	Series B-1 Common Units			17,858,122		17,724,660		32,391,197		1.92	%	B/E/N
TVG-Edmentum Holdings, LLC	Series B-2 Common Units			17,858,122		13,421,162		32,391,197		1.91	%	B/D/E/N
						31,145,822		68,708,525		4.06	%
Diversified Financial Services
36th Street Capital Partners Holdings, LLC	Membership Units			26,902,397		26,902,397		56,272,000		3.34	%	E/F/N
Conventional Lending TCP Holdings, LLC	Membership Units			17,550,591		17,425,790		16,146,544		0.95	%	E/F/I/N
Elevate Brands Holdco, Inc.	Warrants to Purchase Common Stock	3/14/2032		174,897		—		84,160		—		D/E/N
Elevate Brands Holdco, Inc.	Warrants to Purchase Preferred Stock	3/14/2032		87,449		—		67,520		—		D/E/N
GACP I, LP (Great American Capital)	Membership Units			460,486		460,486		656,020		0.04	%	E/I/N
GACP II, LP (Great American Capital)	Membership Units			4,807,739		4,807,739		4,929,560		0.29	%	E/I/N
Worldremit Group Limited (United Kingdom)	Warrants to Purchase Series D Stock	2/11/2031		34,820		—		834,635		0.05	%	D/E/H/N
						49,596,412		78,990,439		4.67	%

Electric Utilities
Conergy Asia Holdings Limited (United Kingdom)	Class B Shares			1,000,000		1,000,000		—		—		D/E/F/H/N
Conergy Asia Holdings Limited (United Kingdom)	Ordinary Shares			5,318,860		7,833,333		—		—		D/E/F/H/N
Kawa Solar Holdings Limited (Conergy) (Cayman Islands)	Ordinary Shares			2,332,594		—		—		—		D/E/F/H/N
Kawa Solar Holdings Limited (Conergy) (Cayman Islands)	Series B Preferred Shares			93,023		1,395,349		—		—		D/E/F/H/N
Utilidata, Inc.	Common Stock			29,094		216,336		13,000		—		D/E/N
Utilidata, Inc.	Series A-2 Preferred Stock			257,369		153,398		236,000		0.01	%	D/E/N
Utilidata, Inc.	Series A-1 Preferred Stock			500,000		500,000		255,000		0.02	%	D/E/N
						11,098,416		504,000		0.03	%
Electronic Equipment, Instruments and Components
Soraa, Inc.	Warrants to Purchase Preferred Stock	8/29/2024		3,071,860		478,899		—		—		D/E/N

Energy Equipment and Services
GlassPoint, Inc.	Warrants to Purchase Common Stock	9/12/2029		16		275,200		2,687,071		0.16	%	D/E/N

BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Continued)

December 31, 2022


Issuer	Instrument			Expiration	Shares		Cost		Fair Value		% of Total Cash and Investments			Notes
Equity Securities (continued)
Hotels, Restaurants and Leisure
Fishbowl, Inc.	Common Membership Units			5/27/2027		604,479		787,032		577,277		0.03	%	D/F/N

Internet Software and Services
Domo, Inc.	Common Stock					49,792		1,543,054		709,038		0.04	%	D
FinancialForce.com, Inc.	Warrants to Purchase Series C Preferred Stock			1/30/2029		1,125,000		287,985		528,375		0.03	%	D/E/N
Foursquare Labs, Inc.	Warrants to Purchase Series E Preferred Stock			5/4/2027		2,062,500		508,805		994,321		0.06	%	D/E/N
InMobi, Inc. (Singapore)	Warrants to Purchase Common Stock			8/15/2027		1,327,869		212,360		1,718,934		0.10	%	D/E/H/N
InMobi, Inc. (Singapore)	Warrants to Purchase Series E Preferred Stock			9/18/2025		1,049,996		276,492		1,438,612		0.09	%	D/E/H/N
InMobi, Inc. (Singapore)	Warrants to Purchase Series E Preferred Stock			10/3/2028		1,511,002		93,407		1,712,638		0.10	%	D/E/H/N
ResearchGate Corporation (Germany)	Warrants to Purchase Series D Preferred Stock			10/30/2029		333,370		202,001		73,400		—		D/E/H/N/O
SnapLogic, Inc.	Warrants to Purchase Series Preferred Stock			3/19/2028		1,860,000		377,722		4,600,000		0.28	%	D/E/N
								3,501,826		11,775,318		0.70	%

IT Services
Fidelis (SVC), LLC	Preferred Unit-C					657,932		2,001,384		60,188		—		D/E/N

Media
Quora, Inc.	Warrants to Purchase Series D Preferred Stock			4/11/2029		507,704		65,245		73,257		—		D/E/N
SoundCloud, Ltd. (United Kingdom)	Warrants to Purchase Preferred Stock			4/29/2025		946,498		79,082		616,576		0.04	%	D/E/H/N
								144,327		689,833		0.04	%

Oil, Gas and Consumable Fuels
Iracore Investments Holdings, Inc.	Class A Common Stock					16,207		4,177,710		2,983,163		0.18	%	B/D/E/N

Pharmaceuticals
Inotiv, Inc.	Common Stock					14,578		—		72,015		—		D/E

Professional Services
Anacomp, Inc.	Class A Common Stock					1,255,527		26,711,048		552,432		0.03	%	D/E/F/N

Semiconductors and Semiconductor Equipment
Nanosys, Inc.	Warrants to Purchase Preferred Stock			3/29/2023		800,000		605,266		261,441		0.02	%	D/E/N

Software
Grey Orange International Inc.	Warrants to Purchase Common Stock			5/6/2032		5,678		—		24,075		—		D/E/N
Tradeshift, Inc.	Warrants to Purchase Series D Preferred Stock			3/26/2027		1,712,930		577,843		619,621		0.04	%	D/E/N
								577,843		643,696		0.04	%

Trading Companies & Distributors
Blackbird Holdco, Inc. (Ohio Transmission Corp.)	Preferred Stock	Fixed	12.50 % PIK			7,108		7,926,299		6,752,955		0.40	%	E/N

Total Equity Securities - 25.3 % of Net Assets								156,886,167		189,159,902		11.18	%

Total Investments - 215.5 % of Net Assets							$	1,669,779,921	$	1,609,587,641		95.13	%

Cash and Cash Equivalents - 11.1 % of Net Assets									$	82,435,171		4.87	%

Total Cash and Investments - 226.6 % of Net Assets									$	1,692,022,812		100.00	%	M

BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Continued)

December 31, 2022

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. Such transactions are generally subject to contractual restrictions, such as approval of the agent or borrower.

(B)

Non-controlled affiliate – as defined under the 1940 Act (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-accruing debt investment.

(D)

Other non-income producing investment.

(E)

Restricted security. (See Note 2)

(F)

(G)

Investment has been segregated to collateralize certain unfunded commitments.

(H)

(I)

(J)

(K)

Negative balances relate to an unfunded commitment that was acquired and/or valued at a discount.

(L)

In addition to the stated coupon, investment has an exit fee payable upon repayment of the loan in an amount equal to the percentage of the original principal amount shown.

(M)

All cash and investments, except those referenced in Note 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)

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 $ 338,307,784 and $ 481,458,510 , respectively, for the year ended December 31, 2022. Aggregate acquisitions include investment assets received as payment in kind. Aggregate dispositions include principal paydowns on and maturities of debt investments. The total value of restricted securities and bank debt as of December 31, 2022 was $ 1,608,277,251 or 95.0 % of total cash and investments of the Company. As of December 31, 2022, approximately 15.7 % of the total assets of the Company were not qualifying assets under Section 55(a) of the 1940 Act.

See accompanying notes to the consolidated financial statements.

BlackRock TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited)

September 30, 2023

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”), TCPC Funding II, LLC, a Delaware limited liability company ("TCPC Funding II") 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 (the “1934 Act”) 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, TCPC Funding II 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, TCPC Funding II 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, TCPC Funding II 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 “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 six persons, five of whom are independent.

On September 6, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with BlackRock Capital Investment Corporation, a Delaware corporation (“BCIC”), BCIC Merger Sub, LLC, a Delaware limited liability company and indirect wholly-owned subsidiary of the Company (formerly known as Project Spurs Merger Sub, LLC, “Merger Sub”), and, solely for the limited purposes set forth therein, (x) BlackRock Capital Investment Advisors, LLC, a Delaware limited liability company and investment advisor to BCIC (“BCIA”), and (y) the Advisor (the "Merger"). The Company’s Board of Directors and the BCIC Board of Directors, including all of the independent directors of each board, on the recommendation of a special committee comprised solely of the independent directors of each respective board, have approved the Merger Agreement and the terms and transactions contemplated thereby. See “Note 12 – Proposed Merger with BlackRock Capital Investment Corporation” for further information regarding the Merger Agreement and the Merger.

BlackRock TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2023

2. Summary of Significant Accounting Policies

Basis of Presentation

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

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

Pursuant to Rule 2a-5 (the “Rule”) under the 1940 Act, the Board of Directors designated the Advisor as the Company’s valuation designee (the “Valuation Designee”) to perform certain fair value functions, including performing fair value determinations and has approved policies and procedures adopted by the Advisor to seek to ensure compliance with the requirements of the Rule.

The Company’s investments are generally held by the Company's subsidiaries. Investments are recorded at fair value in accordance with GAAP, based upon the principles and methods of valuation set forth in the policies adopted by the Valuation Designee and approved 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 Valuation Designee which in the aggregate comprise less than 5 % of the assets 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 Valuation Designee or, for investments aggregating less than 5 % of the total assets of the Company, using valuations determined directly by the Valuation Designee. Such valuations are determined under documented valuation policies and procedures reviewed and approved by a committee established by the Valuation Designee (the “Valuation Committee”).

Generally, to increase objectivity in valuing the investments, the Valuation Designee will utilize external measures of value, such as public markets or third-party transactions, whenever possible. The Valuation Designee’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 that may significantly impact the profitability or viability of businesses in which the Company is invested, and therefore may significantly impact the return on 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.

BlackRock TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2023

2. Summary of Significant Accounting Policies — (continued)

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 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 September 30, 2023, the Company's investments were categorized as follows:


Level	Basis for Determining Fair Value	Bank Debt (1)		Other Corporate Debt (2)		Equity Securities		Total
1	Quoted prices in active markets for identical assets	$	—	$	—	$	533,360	$	533,360
2	Other direct and indirect observable market inputs (3)		68,098,115		—		—		68,098,115
3	Independent third-party valuation sources that employ significant unobservable inputs		1,294,839,963		50,131,437		179,102,635		1,524,074,035
3	Valuation Designee valuations with significant unobservable inputs		—		—		615,208		615,208
Total		$	1,362,938,078	$	50,131,437	$	180,251,203	$	1,593,320,718

(1)

Includes senior secured loans

(2)

Includes senior secured notes, unsecured debt and subordinated debt

(3)

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

BlackRock TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2023

2. Summary of Significant Accounting Policies — (continued)

Unobservable inputs used in the fair value measurement of Level 3 investments as of September 30, 2023 included the following:


Asset Type	Fair Value		Valuation Technique	Unobservable Input	Range (Weighted Avg.) (1)
Bank Debt	$	1,142,877,601	Income approach	Discount rate	10.4 % - 25.1 % ( 14.8 %)
		60,983,781	Market quotations	Indicative bid/ask quotes	1 ( 1 )
		83,377,709	Market comparable companies	Revenue multiples	0.6 x - 2.0 x ( 1.4 x)
		1,324,151	Market comparable companies	EBITDA multiples	4.0 x ( 4.0 x)
		4,795,402	Option Pricing Model	EBITDA/Revenue multiples	0.0 x - 2.0 x ( 2.0 x)
				Implied volatility	20.0 % - 65.0 % ( 65.0 %)
				Term	1.0 years - 1.5 years ( 1.5 years)
		1,481,319	Asset approach (2)	N/A	N/A
Other Corporate Debt		50,131,437	Market comparable companies	Book value multiples	1.6 x ( 1.6 x)
Equity		7,092,352	Income approach	Discount rate	4.4 % - 13.6 % ( 13.5 %)
		17,178,842	Option Pricing Model	EBITDA/Revenue multiples	2.0 x - 15.3 x ( 5.4 x)
				Implied volatility	50.0 % - 70.0 % ( 61.8 %)
				Term	1.0 years - 3.5 years ( 1.4 years)
		13,623,224	Market comparable companies	Revenue multiples	0.8 x - 6.3 x ( 1.8 x)
		68,491,009	Market comparable companies	EBITDA multiples	4.0 x - 13.5 x ( 12.8 x)
		67,310,852	Market comparable companies	Book value multiples	0.9 x - 1.6 x ( 1.4 x)
		3,708,950	Asset approach (3)	N/A	N/A
		2,312,614	Transaction approach (4)	N/A	N/A
	$	1,524,689,243

(1)

Weighted by fair value.

(2)

Fair value was determined using an asset approach and is based on the remaining cash held, net of all liabilities.

(3)

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.

(4)

Fair value was determined using the transaction price to acquire the position. There has been no change to the valuation based on the underlying assumptions used at the closing of such transaction.

BlackRock TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2023

2. Summary of Significant Accounting Policies — (continued)

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

Changes in investments categorized as Level 3 during the three months ended September 30, 2023 were as follows:


	Independent Third-Party Valuation
	Bank Debt			Other Corporate Debt			Equity Securities			Total
Beginning balance	$	1,261,005,221		$	69,891,437		$	188,595,657		$	1,519,492,315
Net realized and unrealized gains (losses)		( 1,037,535	)		1,473			( 8,541,388	)		( 9,577,450	)
Acquisitions (1)		92,775,943			238,527			1,211,612			94,226,082
Dispositions		( 100,056,206	)		( 20,000,000	)		( 2,163,246	)		( 122,219,452	)
Transfers into Level 3 (2)		42,152,540			—			—			42,152,540
Ending balance	$	1,294,839,963		$	50,131,437		$	179,102,635		$	1,524,074,035

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)	$	( 98,945	)	$	—		$	( 8,421,386	)	$	( 8,520,331	)

(1)

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

(2)

Comprised of three investments that were transferred from Level 2 due to reduced number of market quotes.

BlackRock TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2023

2. Summary of Significant Accounting Policies — (continued)


	Valuation Designee Valuation
	Bank Debt		Other Corporate Debt		Equity Securities			Total
Beginning balance	$	—	$	—	$	918,924		$	918,924
Net realized and unrealized gains (losses)		—		—		( 303,716	)		( 303,716	)
Ending balance	$	—	$	—	$	615,208		$	615,208

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)	$	—	$	—	$	( 136,671	)	$	( 136,671	)

Changes in investments categorized as Level 3 during the nine months ended September 30, 2023 were as follows:


	Independent Third-Party Valuation
	Bank Debt			Other Corporate Debt			Equity Securities			Total
Beginning balance	$	1,258,052,376		$	68,451,437		$	187,504,790		$	1,514,008,603
Net realized and unrealized gains (losses)		( 3,416,236	)		1,373,296			( 17,863,231	)		( 19,906,171	)
Acquisitions (1)		184,413,836			306,704			3,006,600			187,727,140
Dispositions		( 160,817,496	)		( 20,000,000	)		7,074,097			( 173,743,399	)
Transfers into Level 3 (2)		16,607,483			—			—			16,607,483
Reclassifications within Level 3 (3)		—			—			( 619,621	)		( 619,621	)
Ending balance	$	1,294,839,963		$	50,131,437		$	179,102,635		$	1,524,074,035

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)	$	( 9,501,868	)	$	—		$	( 17,895,662	)	$	( 27,397,530	)

(1)

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

(2)

Comprised of three investments that were transferred from Level 2 due to reduced number of market quotes.

(3)

Comprised of one investment that was reclassified to Valuation Designee Valuation.

BlackRock TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2023

2. Summary of Significant Accounting Policies — (continued)


	Valuation Designee Valuation
	Bank Debt			Other Corporate Debt			Equity Securities			Total
Beginning balance	$	531,024		$	1,415,738		$	874,061		$	2,820,823
Net realized and unrealized gains (losses)		( 1,400	)		( 147,734	)		( 878,474	)		( 1,027,608	)
Acquisitions (1)		1,400			—			605,266			606,666
Dispositions		( 531,024	)		( 1,268,004	)		( 605,266	)		( 2,404,294	)
Reclassifications within Level 3 (2)		—			—			619,621			619,621
Ending balance	$	—		$	—		$	615,208		$	615,208

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)	$	—		$	—		$	( 617,033	)	$	( 617,033	)

(1)

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

(2)

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

At December 31, 2022, the Company’s investments were categorized as follows:


Level	Basis for Determining Fair Value	Bank Debt (1)		Other Corporate Debt (2)		Equity Securities		Total
1	Quoted prices in active markets for identical assets	$	—	$	—	$	781,051	$	781,051
2	Other direct and indirect observable market inputs (3)		91,977,164		—		—		91,977,164
3	Independent third-party valuation sources that employ significant unobservable inputs		1,258,052,376		68,451,437		187,504,790		1,514,008,603
3	Advisor valuations with significant unobservable inputs		531,024		1,415,738		874,061		2,820,823
Total		$	1,350,560,564	$	69,867,175	$	189,159,902	$	1,609,587,641

(1)

Includes senior secured loans.

(2)

Includes senior secured notes, unsecured debt and subordinated debt.

(3)

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

BlackRock TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2023

2. Summary of Significant Accounting Policies — (continued)

Unobservable inputs used in the fair value measurement of Level 3 investments as of December 31, 2022 included the following:


Asset Type	Fair Value		Valuation Technique	Unobservable Input	Range (Weighted Avg.) (1)
Bank Debt	$	1,143,846,175	Income approach	Discount rate	9.4 % - 19.5 % ( 13.8 %)
		82,058,774	Market quotations	Indicative bid/ask quotes	1 ( 1 )
		26,289,104	Market comparable companies	Revenue multiples	1.0 x - 1.4 x ( 1.2 x)
		1,324,140	Market comparable companies	EBITDA multiples	3.8 x ( 3.8 x)
		5,065,205	Option Pricing Model	EBITDA/Revenue multiples	2.8 x ( 2.8 x)
				Implied volatility	20.0 % - 65.0 % ( 64.5 %)
				Term	1.8 years - 2.3 years ( 2.2 years)
Other Corporate Debt		25,065,719	Market comparable companies	Book value multiples	1.5 x ( 1.5 x)
		18,320,000	Income approach	Discount rate	15.3 % ( 15.3 %)
		26,481,456	Market quotations	Indicative bid/ask quotes	1 ( 1 )
Equity		6,752,959	Income approach	Discount rate	13.9 % ( 13.9 %)
		30,823,071	Market quotations	Indicative bid/ask quotes	1 ( 1 )
		19,060,180	Option Pricing Model	EBITDA/Revenue multiples	2.5 x - 12.5 x ( 5.7 x)
				Implied volatility	40.0 % - 70.0 % ( 59.7 %)
				Term	0.3 years - 4.3 years ( 1.4 years)
		1,878,874	Market comparable companies	Revenue multiples	0.8 x - 2.8 x ( 1.3 x)
		80,651,665	Market comparable companies	EBITDA multiples	3.0 x - 13.5 x ( 12.0 x)
		44,282,544	Market comparable companies	Book value multiples	0.9 x - 1.5 x ( 1.3 x)
		4,929,560	Other (2)	N/A	N/A
	$	1,516,829,426

(1)

Weighted by fair value.

(2)

BlackRock TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2023

2. Summary of Significant Accounting Policies — (continued)

Changes in investments categorized as Level 3 during the three months ended September 30, 2022 were as follows:


	Independent Third-Party Valuation
	Bank Debt			Other Corporate Debt		Equity Securities			Total
Beginning balance	$	1,438,536,441		$	58,521,437	$	198,860,894		$	1,695,918,772
Net realized and unrealized gains (losses)		( 13,491,383	)		748,455		15,810,822			3,067,894
Acquisitions (1)		49,367,811			31,546		933,670			50,333,027
Dispositions		( 169,380,088	)		—		( 737,303	)		( 170,117,391	)
Transfers into Level 3 (2)		23,915,834			—		—			23,915,834
Ending balance	$	1,328,948,615		$	59,301,438	$	214,868,083		$	1,603,118,136

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)	$	( 16,643,814	)	$	748,455	$	15,686,630		$	( 208,729	)

(1)

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

(2)

Comprised of one investment that was transferred from Level 2 due to reduced number of market quotes.


	Valuation Designee Valuation
	Bank Debt		Other Corporate Debt		Equity Securities			Total
Beginning balance	$	—	$	1,415,738	$	1,564,975		$	2,980,713
Net realized and unrealized gains (losses)		—		—		( 287,941	)		( 287,941	)
Ending balance	$	—	$	1,415,738	$	1,277,034		$	2,692,772

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)	$	—	$	—	$	( 287,941	)	$	( 287,941	)

BlackRock TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2023

2. Summary of Significant Accounting Policies — (continued)

Changes in investments categorized as Level 3 during the nine months ended September 30, 2022 were as follows:


	Independent Third-Party Valuation
	Bank Debt			Other Corporate Debt			Equity Securities			Total
Beginning balance	$	1,453,211,129		$	61,266,010		$	201,713,142		$	1,716,190,281
Net realized and unrealized gains (losses)		( 41,154,229	)		( 2,080,937	)		23,675,350			( 19,559,816	)
Acquisitions (1)		260,684,047			116,365			4,371,404			265,171,816
Dispositions		( 388,929,966	)		—			( 14,891,813	)		( 403,821,779	)
Transfers into Level 3 (2)		45,137,634			—			—			45,137,634
Ending balance	$	1,328,948,615		$	59,301,438		$	214,868,083		$	1,603,118,136

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)	$	( 41,203,881	)	$	( 2,267,875	)	$	30,099,207		$	( 13,372,548	)

(1)

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

(2)

Comprised of two investments that were transferred from Level 2 due to reduced number of market quotes.


	Valuation Designee Valuation
	Bank Debt		Other Corporate Debt			Equity Securities			Total
Beginning balance	$	—	$	2,888,000		$	2,197,030		$	5,085,030
Net realized and unrealized gains (losses)		—		( 15,342	)		( 731,590	)		( 746,932	)
Dispositions		—		( 1,456,920	)		( 188,406	)		( 1,645,326	)
Ending balance	$	—	$	1,415,738		$	1,277,034		$	2,692,772

Net change in unrealized appreciation/depreciation during the period on investments still held at period end (included in net realized and unrealized gains/losses, above)	$	—	$	( 5,304	)	$	( 129,646	)	$	( 134,950	)

BlackRock TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2023

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 the custodian bank. Cash equivalents consist of highly liquid investments with an original maturity of generally 60 days or less and may not be insured by the FDIC or may exceed federally insured limits. Cash equivalents are classified as Level 1 in the GAAP valuation hierarchy. There was no restricted cash at September 30, 2023 or December 31, 2022 .

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 Currency 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 September 30, 2023 and December 31, 2022, respectively. Such positions were converted at the respective closing foreign exchange rates in effect at September 30, 2023 and December 31, 2022 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.

BlackRock TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2023

2. Summary of Significant Accounting Policies — (continued)

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

During the nine months ended September 30, 2023 and 2022 , the Company did no t 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 generally 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, TCPC Funding II and the SBIC is reported in the respective members' or partners’ income tax returns, as applicable. In accordance with ASC Topic 740 - Income Taxes, the Company recognizes in its consolidated financial statements the effect of a tax position when it is determined that such position is more likely than not, based on the technical merits, to be sustained upon examination. The tax returns of the Company, SVCP, TCPC Funding, TCPC Funding II 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 September 30, 2023, 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.

BlackRock TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2023

2. Summary of Significant Accounting Policies — (continued)

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, 2022, the Company had non-expiring capital loss carryforwards in the amount of $ 176,325,662 available to offset future realized capital gains.

As of December 31, 2022, gross unrealized appreciation and depreciation for investments and derivatives based on cost for U.S. federal income tax purposes were as follows:


	December 31, 2022
Tax basis of investments	$	1,656,032,096

Unrealized appreciation	$	100,832,690
Unrealized depreciation		( 147,277,145	)
Net unrealized appreciation (depreciation)	$	( 46,444,455	)

Recent Accounting Pronouncements

In March 2020 and January 2021, the FASB issued ASU No. 2020-04 and ASU No. 2021-01, respectively, “Reference Rate Reform (Topic 848),” which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. ASU 2020-04 is effective and can be adopted by all entities through December 31, 2022. The expedients and exceptions provided by the amendments do not apply to contract modifications and hedging relationships entered into or evaluated after December 31, 2022, except for hedging transactions as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. In December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, which deferred the sunset day of this guidance to December 31, 2024. The Company is currently evaluating the impact of adopting ASU 2020-04 on its consolidated financial statements.

In August 2020, the FASB issued ASU No. 2020-06, “Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity,” which simplifies the accounting for convertible instruments by removing the separation models for (1) convertible debt with a cash conversion feature and (2) convertible instruments with a beneficial conversion feature. As a result, after adoption, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost. Additionally, ASU 2020-06 requires the application of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, with early adoption permitted for fiscal years beginning after December 15, 2020 and can be adopted on either a fully retrospective or modified retrospective basis. The Company adopted ASU 2020-06 under the modified retrospective basis as of January 1, 2022 . The impact of the Company’s adoption under the modified retrospective basis required an adjustment of $ 0.1 million to opening net assets for the remaining unamortized discount on the 2022 Convertible Notes, an increase to our debt balance in the amount of $ 0.1 million as a result of the recombination of the equity conversion component of the 2022 Convertible Notes, and $ 0.1 million lower interest expense on the Consolidated Statements of Operations. The Company’s adoption of this guidance did no t have a material impact on the Company’s financial position, results of operations, or cash flows.

BlackRock TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2023

3. Management Fees, Incentive Fees and Other Expenses

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

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

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

A reserve for incentive compensation is accrued based on the amount of any additional incentive compensation that would have been payable to the Advisor assuming a hypothetical liquidation of the Company at net asset value on the balance sheet date. As of September 30, 2023 and December 31, 2022, no such reserve was accrued.

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

BlackRock TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2023

4. Debt

Debt is comprised of unsecured notes due August 2024 issued by the Company (the “2024 Notes”), unsecured notes due February 2026 issued by the Company (the “2026 Notes”), amounts outstanding under a senior secured revolving, multi-currency credit facility issued by SVCP (the “Operating Facility”), amounts outstanding under a senior secured revolving credit facility issued by TCPC Funding II (“Funding Facility II”) and debentures guaranteed by the SBA (the “SBA Debentures”). Prior to being repaid on March 1, 2022 , debt included $ 140.0 million in convertible senior unsecured notes due March 2022 issued by the Company (the "2022 Convertible Notes"). Prior to being repaid on September 17, 2021 , debt included $ 175.0 million in unsecured notes due August 2022 issued by the Company (the "2022 Notes").

Total debt outstanding and available at September 30, 2023 was as follows:


	Maturity	Rate		Carrying Value (1)			Available		Total Capacity
Operating Facility	2026	SOFR+ 1.75 %	(2)	$	148,826,611		$	151,173,389	$	300,000,000	(3)
Funding Facility II	2027	SOFR+ 2.05 %	(4)		100,000,000			100,000,000		200,000,000	(5)
SBA Debentures	2024 − 2031	2.52 %	(6)		150,000,000			10,000,000		160,000,000
2024 Notes ($ 250 million par)	2024	3.900 %			249,443,956			—		249,443,956
2026 Notes ($ 325 million par)	2026	2.850 %			325,887,724			—		325,887,724
Total leverage					974,158,291		$	261,173,389	$	1,235,331,680
Unamortized issuance costs					( 3,784,018	)
Debt, net of unamortized issuance costs				$	970,374,273

(1)

Except for the 2024 Notes and the 2026 Notes, all carrying values are the same as the principal amounts outstanding.

(2)

As of September 30, 2023 , $ 139.0 million of the outstanding amount is subject to a SOFR credit adjustment of 0.11 %. $ 7.8 million of the outstanding amount bore interest at a rate of EURIBOR + 2.00 % and $ 2.0 million of the outstanding amount bore interest at a rate of Prime + 1.00 %.

(3)

Operating Facility includes a $ 100.0 million accordion which allows for expansion of the facility to up to $ 400.0 million subject to consent from the lender and other customary conditions.

(4)

Subject to certain funding requirements and a SOFR credit adjustment of 0.15 %

(5)

Funding Facility II includes a $ 50.0 million accordion which allows for expansion of the facility to up to $ 250.0 million subject to consent from the lender and other customary conditions.

(6)

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

Total debt outstanding and available at December 31, 2022 was as follows:


	Maturity	Rate		Carrying Value (1)			Available		Total Capacity
Operating Facility	2026	L+ 1.75 %	(2)	$	123,889,980		$	176,110,020	$	300,000,000	(3)
Funding Facility II	2025	L+ 2.00 %	(4)		100,000,000			100,000,000		200,000,000	(5)
SBA Debentures	2024 − 2031	2.52 %	(6)		150,000,000			10,000,000		160,000,000
2024 Notes ($ 250 million par)	2024	3.900 %			248,997,527			—		248,997,527
2026 Notes ($ 325 million par)	2026	2.850 %			326,174,734			—		326,174,734
Total leverage					949,062,241		$	286,110,020	$	1,235,172,261
Unamortized issuance costs					( 5,056,427	)
Debt, net of unamortized issuance costs				$	944,005,814

(1)

Except for the 2024 Notes and the 2026 Notes, all carrying values are the same as the principal amounts outstanding.

(2)

As of December 31, 2022, $ 7.9 million of the outstanding amount bore interest at a rate of EURIBOR + 2.00 % and $ 16.0 million of the outstanding amount bore interest at a rate of Prime + 1.00 %

(3)

Operating Facility includes a $ 100.0 million accordion which allows for expansion of the facility to up to $ 400.0 million subject to consent from the lender and other customary conditions.

(4)

Subject to certain funding requirements

(5)

Funding Facility II includes a $ 50.0 million accordion which allows for expansion of the facility to up to $ 250.0 million subject to consent from the lender and other customary conditions.

(6)

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

BlackRock TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2023

4. Debt — (continued)

The combined weighted-average interest rates on total debt outstanding at September 30, 2023 and December 31, 2022 were 4.24 % and 3.90 %, respectively.

Total expenses related to debt included the following:


	Nine Months Ended September 30,
	2023		2022
Interest expense	$	33,163,104	$	26,008,014
Amortization of deferred debt issuance costs		2,219,197		2,282,999
Commitment fees		589,037		591,367
Total	$	35,971,338	$	28,882,380

Outstanding debt is carried at amortized cost in the Consolidated Statements of Assets and Liabilities. As of September 30, 2023 , the estimated fair values of the Operating Facility, Funding Facility II and the SBA Debentures approximated their carrying values, and the 2024 Notes and the 2026 Notes had estimated fair values of $ 242.8 million and $ 292.6 million, respectively. As of December 31, 2022, the estimated fair values of the Operating Facility, Funding Facility II and the SBA Debentures approximated their carrying values, and the 2024 Notes and the 2026 Notes had estimated fair values of $ 238.7 million and $ 290.1 million, respectively. The estimated fair values of the Operating Facility, Funding Facility II and the SBA Debentures were determined by discounting projected remaining payments using market interest rates for borrowings of the Company and entities with similar credit risks at the measurement date. The estimated fair values of the 2024 Notes and 2026 Notes were determined using market quotations. The estimated fair values of the Operating Facility, Funding Facility II, the 2024 Notes, the 2026 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 August 30, 2016, the Company issued $ 140.0 million of convertible senior unsecured notes, which matured on March 1, 2022 . The 2022 Convertible Notes were general unsecured obligations of the Company, and ranked structurally junior to the Operating Facility, Funding Facility II and the SBA Debentures. The Company did not have the right to redeem the 2022 Convertible Notes prior to maturity. The 2022 Convertible Notes bore interest at an annual rate of 4.625 %, paid semi-annually. In certain circumstances, the 2022 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 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. Prior to its maturity on March 1, 2022, 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 were added to the calculation of diluted earnings per common share and weighted average common shares outstanding.

The 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 intended to pay the outstanding principal amount in cash and, to the extent that the conversion value exceeds the principal amount, had 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. Prior to the adoption of ASU 2020-06, the Company had determined that the embedded conversion options in 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 2022 Convertible Notes were approximately 97.6 % and 2.4 %, respectively. During the year ended December 31, 2022, the Company adopted ASU 2020-06 using the modified retrospective basis. In accordance with this guidance, the Company recombined the equity conversion component of our 2022 Convertible Notes outstanding, and accounted for the 2022 Convertible Notes as a single liability measured at amortized cost. This resulted in a cumulative decrease to additional paid in capital of $ 3.3 million, partially offset by a decrease to accumulated loss of $ 3.2 million as of January 1, 2022 (see Note 2).

Prior to the close of business on the business day immediately preceding September 1, 2021, holders were permitted to 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 have converted their 2022 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 March 1, 2022 .

BlackRock TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2023

4. Debt — (continued)

The original issue discounts equal to the equity components of the 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 2022 Convertible Notes were $ 3.3 million. As of September 30, 2023 and December 31, 2022 , the components of the carrying values of the 2022 Convertible Notes were $ 0.0 .

For the nine months ended September 30, 2023 and 2022, the components of interest expense for the convertible notes were as follows:


	Nine Months Ended September 30,
	2023	2022
Stated interest expense	NA	$	1,079,167
Amortization of original issue discount	NA		—
Total interest expense	NA	$	1,079,167

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 year ended December 31, 2022 . The Company adopted ASU 2020-06 under the modified retrospective basis as of January 1, 2022. As a result of the adoption, the Company has no t recognized any amortization of original discount on the 2022 Convertible Notes during the year ended December 31, 2022 (see Note 2).

Unsecured Notes

On August 4, 2017, the Company issued $ 125.0 million of unsecured notes with a maturity date of 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 bore interest at an annual rate of 4.125 %, payable semi-annually , and all principal were due upon maturity. The 2022 Notes were general unsecured obligations of the Company and ranked structurally junior to the Operating Facility, Funding Facility I, Funding Facility II and the SBA Debentures, and ranked pari passu with the 2022 Convertible Notes, the 2024 Notes and the 2026 Notes.

On September 17, 2021 and pursuant to the indenture governing the 2022 Notes, the Company redeemed all $ 175.0 million of the 2022 Notes then outstanding at a price equal to par plus a "make whole" premium, and accrued and unpaid interest. In connection with the redemption, the Company recognized a $ 6.2 million loss on extinguishment of debt as reflected in the Consolidated Statement of Operations.

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 and on October 2, 2020, the Company issued an additional $ 50.0 million of the 2024 Notes for a total outstanding aggregate principal amount of $ 250.0 million. 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 Operating Facility, Funding Facility I, Funding Facility II and the SBA Debentures, and rank pari passu with the 2026 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.

BlackRock TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2023

4. Debt — (continued)

On February 9, 2021, the Company issued $ 175.0 million of unsecured notes that mature on February 9, 2026 , unless previously repurchased or redeemed in accordance with their terms. The 2026 Notes were issued at a discount to the principal amount. On August 27, 2021, the Company issued an additional $ 150.0 million of the 2026 Notes, at a premium to par, for a total outstanding aggregate principal amount of $ 325.0 million. The 2026 Notes bear interest at an annual rate of 2.850 %, payable semi-annually , and all principal is due upon maturity. The 2026 Notes are general unsecured obligations of the Company and rank structurally junior to the Operating Facility, Funding Facility I, Funding Facility II and the SBA Debentures, and rank pari passu with the 2024 Notes. The 2026 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 2026 Notes, and any accrued and unpaid interest.

As of September 30, 2023 and December 31, 2022, the components of the carrying value of 2024 Notes and 2026 Notes were as follows:


	September 30, 2023					December 31, 2022
	2024 Notes			2026 Notes		2024 Notes			2026 Notes
Principal amount of debt	$	250,000,000		$	325,000,000	$	250,000,000		$	325,000,000
Original issue (discount)/ premium, net of accretion		( 556,044	)		887,724		( 1,002,473	)		1,174,734
Carrying value of debt	$	249,443,956		$	325,887,724	$	248,997,527		$	326,174,734

For the nine months ended September 30, 2023 and 2022, the components of interest expense for the 2024 Notes and 2026 Notes were as follows:


	Nine Months Ended September 30,
	2023					2022
	2024 Notes		2026 Notes			2024 Notes		2026 Notes
Stated interest expense	$	7,312,499	$	6,946,875		$	4,875,000	$	4,631,250
Amortization of original issue discount/ (premium)		446,428		( 287,008	)		284,225		( 186,504	)
Total interest expense	$	7,758,927	$	6,659,867		$	5,159,225	$	4,444,746

BlackRock TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2023

4. Debt — (continued)

Operating Facility

The Operating Facility consists of a revolving, multi-currency credit facility which provides for amounts to be drawn up to $ 300.0 million, subject to certain collateral and other restrictions. The Operating Facility includes a $ 100.0 million 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. Most of the cash and investments held directly by SVCP, as well as the net assets of TCPC Funding, TCPC Funding II and the SBIC, are included in the collateral for the facility.

On June 22, 2021, the Operating Facility was amended to (i) extend the maturity date by two years from May 6, 2024 to May 6, 2026 , (ii) change the interest rate applicable to borrowings to (a) LIBOR plus an applicable margin equal to either 1.75 % or 2.00 %, or (b) in the case of ABR borrowings, generally the prime rate in effect plus an applicable margin of either 0.75 % or 1.00 % depending on a ratio of the borrowing base to the facility commitments in both cases, and (iii) reduce commitment fees on the undrawn portion of the Operating Facility above the minimum utilization amount from 0.50 % per annum to 0.375 % per annum. Undrawn portions of the Operating Facility below the minimum utilization amount continued to accrue commitment fees at a rate of 0.50 % per annum until March 1, 2022, the date on which the March 2022 Convertible Notes were terminated in full, after which time they accrue at a rate of 2.00 % per annum.

On June 15, 2023, the Operating Facility was amended to update the terms of the interest rate from LIBOR to SOFR plus a credit spread adjustment of 0.11 %, plus a margin equal to either 1.75 % or 2.00 %, depending on a ratio of the borrowing base to the facility commitments. The Operating Facility may be terminated, and any outstanding amounts there under may become due and payable, should SVCP fail to satisfy certain financial or other covenants. As of September 30, 2023, SVCP was in full compliance with such covenants.

Funding Facility I

Funding Facility I was a senior secured revolving credit facility which provided for amounts to be drawn up to $ 300.0 million, subject to certain collateral and other restrictions and had a maturity of May 31, 2023 . Borrowings under Funding Facility I bore interest at a rate of LIBOR plus either 2.00 % or 2.35 % per annum, subject to certain funding requirements, plus an administrative fee of 0.25 % per annum. In addition to amounts due on outstanding debt, the facility accrued 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 was terminated in August 2020 and replaced with Funding Facility II.

Funding Facility II

Funding Facility II is a senior secured revolving credit facility which provides for amounts to be drawn up to $ 200.0 million, subject to certain collateral and other restrictions. The facility contains an accordion feature which allows for expansion of the facility to up to $ 250.0 million subject to consent from the lender and other customary conditions. The cash and investments of TCPC Funding II are included in the collateral for the facility.

Borrowings under Funding Facility II bore interest at a rate of LIBOR plus 2.00 % per annum, subject to certain funding requirements, plus a 0.35 % fee on drawn amounts and an administrative fee of 0.15 % per annum on the facility. The facility also accrued commitment fees of 0.35 % per annum on the unused portion of the facility.

Since February 28, 2023, borrowings under Funding Facility II bore interest at a rate of SOFR plus a credit spread adjustment of 0.15 %, plus a margin of 2.00 % per annum, which is subject to increase after the end of the revolving period or under other customary circumstances . The facility also accrues a 0.35 % fee on drawn amounts and an administrative fee of 0.15 % per annum on the facility. The facility also accrues commitment fees of 0.35 % per annum on the unused portion of the facility.

On August 4, 2023, the Funding Facility II was amended to extend the maturity date from August 4, 2025 to August 4, 2027 , and updated interest to a rate of SOFR plus a credit spread adjustment of 0.15 %, plus a margin of 2.05 %. The facility may be terminated, and any outstanding amounts thereunder may become due and payable, should TCPC Funding II fail to satisfy certain financial or other covenants. As of September 30, 2023, TCPC Funding II was in full compliance with such covenants.

BlackRock TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2023

4. Debt — (continued)

SBA Debentures

As of September 30, 2023 , the SBIC is able to issue up to $ 160.0 million in SBA Debentures, subject to funded regulatory capital and other customary regulatory requirements. As of September 30, 2023 , SVCP had committed $ 87.5 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 September 30, 2023 and December 31, 2022 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	%
September 22, 2021	September 1, 2031		12,000,000		1.30	%			0.35	%
		$	150,000,000		2.52	%	*

* Weighted-average interest rate

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

SVCP, TCPC Funding, TCPC Funding II 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, TCPC Funding II and the SBIC enter into contracts that contain a variety of indemnifications, and are engaged from time to time in various legal actions. The maximum exposure under these arrangements and activities is unknown. However, management expects the risk of material loss to be remote.

BlackRock TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2023

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

The Consolidated Schedules of Investments include certain revolving loan facilities and other commitments with unfunded balances at September 30, 2023 and December 31, 2022 as follows:


		Unfunded Balances
Issuer	Maturity	September 30, 2023		December 31, 2022
2-10 Holdco, Inc.	3/26/2026	$	723,670	$	723,670
Accordion Partners LLC	8/31/2028		111,925		278,571
Accordion Partners LLC	8/31/2028	N/A			123,810
Acquia, Inc.	10/31/2025		960,792		779,225
Alcami Corporation	12/21/2028		546,266		1,420,290
Alcami Corporation	12/21/2028		874,025	N/A
Alpine Acquisition Corp II (48Forty)	11/30/2026		107,443		179,071
AmeriLife Holdings, LLC	8/31/2029		151,515		151,515
AmeriLife Holdings, LLC	8/31/2028		189,394		227,273
Applause App Quality, Inc.	9/20/2025		1,133,535		1,133,535
Appriss Health, LLC (PatientPing)	5/6/2027		544,531		544,531
Aras Corporation	4/13/2027		232,622		581,555
Avalara, Inc.	10/19/2028		45,000		45,000
Backoffice Associates Holdings, LLC (Syniti)	4/30/2026		428,647		360,063
SEP Eiger BidCo Ltd. (Beqom) (Switzerland)	5/9/2028		1,067,828	N/A
Blackbird Purchaser, Inc. (Ohio Transmission Corp.)	4/8/2027	N/A			3,384,549
Bluefin Holding, LLC	9/12/2029		89,744	N/A
Bynder Bidco B.V. (Netherlands)	1/26/2029		882,000	N/A
Bynder Bidco, Inc. (Netherlands)	1/26/2029		243,000	N/A
CareATC, Inc.	3/14/2026		607,288	N/A
Certify, Inc.	2/28/2024	N/A			797,158
CSG Buyer, Inc. (Core States)	3/31/2028		2,921,166		4,381,748
CSG Buyer, Inc. (Core States)	3/31/2028		1,460,583	N/A
Bonterra LLC (fka CyberGrants Holdings, LLC)	9/8/2027		277,778		397,558
Disco Parent, Inc. (Duck Creek Technologies)	3/30/2029		90,909	N/A
Elevate Brands OpCo, LLC	3/15/2027	N/A			16,000,000
e-Discovery AcquireCo, LLC	8/29/2029		83,333	N/A
Emerald Technologies (U.S.) AcquisitionCo, Inc.	12/29/2026		824,999		998,683
ESO Solutions, Inc.	5/3/2027		700,111		1,750,277
Freedom Financial Network Funding, LLC	9/21/2027	N/A			2,500,000
Fusion Holding Corp. (Finalsite)	9/15/2027		37,736	N/A
Fusion Risk Management, Inc.	5/22/2029		107,143		37,736
Fusion Risk Management, Inc.	5/22/2029	N/A			35,870
GC Champion Acquisition LLC (Numerix)	8/21/2028	N/A			193,947
Grey Orange Incorporated	5/6/2026	N/A			1,676,151
Greystone Select Company II, LLC (Passco)	3/21/2027	N/A			11,818,182
GTY Technology Holdings Inc.	7/9/2029		46,154		46,154
Homerenew Buyer, Inc. (Project Dream)	11/23/2027		68,166		2,095,944
Homerenew Buyer, Inc. (Project Dream)	11/23/2027		69,930	N/A
ICIMS, Inc.	8/18/2028		981,259		1,503,556
ICIMS, Inc.	8/18/2028		330,556	N/A
Integrate.com, Inc. (Infinity Data, Inc.)	12/17/2027		416,667		1,000,000
Integrate.com, Inc. (Infinity Data, Inc.)	12/17/2027		333,333	N/A
Integrity Marketing Acquisition, LLC	8/19/2026		10,254,564		10,254,564
IT Parent, LLC (Insurance Technologies)	10/1/2026		62,500		166,667
James Perse Enterprises, Inc.	9/8/2027		1,944,444		1,944,444
Kaseya, Inc.	6/25/2029		93,900		200,000
Kaseya, Inc.	6/25/2029		75,000	N/A
Khoros, LLC (Lithium)	1/3/2024		113,807		991,682
Khoros, LLC (Lithium)	1/3/2024		382,034	N/A
LJ Avalon Holdings, LLC (Ardurra)	2/1/2030		1,797,520	N/A
LJ Avalon Holdings, LLC (Ardurra)	2/1/2029		837,679	N/A
Lucky US BuyerCo, LLC (Global Payments)	3/30/2029		277,917	N/A
Madison Logic Holdings, Inc.	12/30/2027		1,069,947		1,069,947
OCM Luxembourg Baccarat BidCo S.À R.L. (Interblock) (Slovenia)	6/3/2027		4,630		18,519
Opco Borrower, LLC (Giving Home Health Care)	8/19/2027		31,250		25,000
Oranje Holdco, Inc. (KnowBe4)	2/1/2029		1,229,873	N/A
Persado, Inc.	6/10/2027	N/A			8,608,961
Oversight Systems, Inc.	9/24/2026		212,667	N/A
Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance)	11/1/2028	N/A			278,157
PHC Buyer, LLC (Patriot Home Care)	5/4/2028		3,959,072		3,959,072
Pluralsight, Inc.	4/6/2027		901,589		1,208,564
Pueblo Mechanical and Controls, LLC	8/23/2028		52,375		155,250
Pueblo Mechanical and Controls, LLC	8/23/2027		39,167		58,750

BlackRock TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2023

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


Razor Group GmbH (Germany)	4/30/2025		3,834,570		6,365,227
Sailpoint Technologies Holdings, Inc.	8/16/2028		37,538		37,538
Sandata Technologies, LLC	7/23/2024		1,050,000	N/A
SellerX Germany GmbH & Co. KG (Germany)	5/23/2026		5,034,506		20,589,674
SEP Eiger BidCo Ltd. (Beqom) (Switzerland)	5/9/2028	N/A			1,601,742
SEP Raptor Acquisition, Inc. (Loopio) (Canada)	3/31/2027		581,638		1,163,276
Serrano Parent, LLC (Sumo Logic)	5/13/2030		90,000	N/A
Streamland Media Midco LLC	8/31/2023	N/A			120,000
Showtime Acquisition, L.L.C. (World Choice)	8/7/2028		1,039,117	N/A
Showtime Acquisition, L.L.C. (World Choice)	8/7/2028		1,298,896	N/A
Suited Connector, LLC	12/1/2027	N/A			852,273
Superman Holdings, LLC (Foundation Software)	8/31/2026		1,256,026		1,256,026
Thermostat Purchaser III, Inc. (Reedy Industries)	8/31/2029	N/A			1,329,250
Thras.io, LLC	12/18/2026	N/A			8,787,651
Wealth Enhancement Group, LLC	10/4/2027		26,980		276,194
Wealth Enhancement Group, LLC	10/4/2027		138,392	N/A
Trintech, Inc.	7/25/2029		43,469	N/A
Vortex Finance Sub, LLC	8/31/2029		137,695	N/A
Vortex Finance Sub, LLC	8/31/2029		68,547	N/A
Xactly Corporation	7/31/2025		854,898	N/A
Zendesk Inc.	11/22/2028		95,503		134,827
Zendesk Inc.	11/22/2028		39,325	N/A
Zilliant Incorporated	12/21/2027		370,370		518,519
Zilliant Incorporated	12/21/2027		148,148	N/A
Total Unfunded Balances			57,174,597		127,137,393

From time to time, the Company and the Advisor may be parties to certain legal proceedings incidental to the normal course of our business, including with respect to our investments in our portfolio companies. On September 13, 2023 , the Company was named as a defendant, together with the Advisor and certain other funds managed by the Advisor, as well as certain other defendants, in a lawsuit filed in the United States Bankruptcy Court for the Southern District of New York. The suit relates to a third-party sponsored collateralized loan obligation in which the Company and certain other defendants invested. The suit alleges that the Company and the other defendants knew or should have known of certain fraudulent activities of the third-party manager relating to its management of the collateralized loan obligation that caused the plaintiffs to suffer investment losses. The suit seeks to recover from the Company approximately $ 15 million, plus interest, additional amounts from the other defendants, and attorneys’ fees and costs from all defendants. the Company, the affiliated funds and the Advisor intend to vigorously defend against these claims and will file a motion to dismiss the lawsuit on or around November 6, 2023. At this time, however, the Company and the Advisor cannot predict with a reasonable degree of certainty the likelihood of an unfavorable outcome, including any potential losses that could result.

6. Other Related Party Transactions

The Company, SVCP, TCPC Funding, TCPC Funding II, the SBIC, the Advisor and their members and affiliates may be considered related parties. From time to time, SVCP advances payments to third parties on behalf of the Company which are reimbursable through deductions from distributions to the Company. At September 30, 2023 and December 31, 2022, no such amounts were outstanding. From time to time, the Advisor advances payments to third parties on behalf of the Company and SVCP and receives reimbursement from the Company. At September 30, 2023 and December 31, 2022, amounts reimbursable to the Advisor totaled $ 1.2 million and $ 1.5 million, respectively, as reflected in the Consolidated Statements of Assets and Liabilities.

Pursuant to an administration agreement between the Administrator and the Company (the “Administration Agreement”), the Administrator may be reimbursed for costs and expenses incurred by the Administrator for office space rental, office equipment and utilities allocable to the Company, as well as costs and expenses incurred by the Administrator or its affiliates relating to any administrative, operating, or other non-investment advisory services provided by the Administrator or its affiliates to the Company. For the nine months ended September 30, 2023 and 2022 , expenses allocated pursuant to the Administration Agreement totaled 1.1 million and $ 1.3 million, respectively.

On September 6, 2023, the Company entered into the Merger Agreement with BCIC, Merger Sub and, solely for the limited purposes set forth therein, BCIA and the Advisor. See “Note 12 – Proposed Merger with BlackRock Capital Investment Corporation” for further information regarding the Merger Agreement and the Merger.

BlackRock TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2023

7. Stockholders’ Equity and Dividends

Prior to its discontinuance effective July 7, 2020, the Company had offered an “opt in” dividend reinvestment plan to common stockholders, pursuant to which the dividends payable to those shareholders who so elected would be reinvested in shares of common stock.

The Company’s dividends are recorded on the ex-dividend date. The following table summarizes the Company’s dividends declared and paid for the nine months ended September 30, 2023:

           
            Date Declared

           
            Record Date

           
            Payment Date

           
            Type

           
            Total Amount

           
              February 28, 2023

           
              March 17, 2023

           
              March 31, 2023

           
              Regular

           
             0.32

           
             18,485,524

           
              May 4, 2023

           
              June 16, 2023

           
              June 30, 2023

           
              Regular

           
             0.34

           
             19,640,870

           
              August 3, 2023

           
              September 15, 2023

           
              September 29, 2023

           
              Regular

           
             0.34

           
             19,640,870

           
              August 3, 2023

           
              September 15, 2023

           
              September 29, 2023

           
              Special

           
             0.10

           
             5,776,726

           
             1.10

           
             63,543,990

The following table summarizes the Company’s dividends declared and paid for the nine months ended September 30, 2022:


Date Declared	Record Date	Payment Date	Type	Amount Per Share		Total Amount
February 24, 2022	March 17, 2022	March 31, 2022	Regular	$	0.30	$	17,330,179
May 4, 2022	June 16, 2022	June 30, 2022	Regular		0.30		17,330,179
August 3, 2022	September 16, 2022	September 30, 2022	Regular		0.30		17,330,179
				$	0.90	$	51,990,537

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 1934 Act. 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 July 27, 2023, to be in effect through the earlier of two trading days after the Company’s third quarter 2023 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.

No shares were repurchased by the Company under the Company Repurchase Plan for the nine months ended September 30, 2023 and 2022 .

BlackRock TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2023

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 and nine months ended September 30, 2023:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Net increase (decrease) in net assets from operations	$	12,822,932	$	26,239,007	$	51,787,497	$	38,559,892
Weighted average shares outstanding		57,767,264		57,767,264		57,767,264		57,767,264
Earnings (loss) per share	$	0.22	$	0.45	$	0.90	$	0.67

9. Subsequent Events

On October 26, 2023, the Company’s Board of Directors re-approved the Company Repurchase Plan, to be in effect through the earlier of two trading days after the Company’s fourth quarter 2023 earnings release or such time as the approved $ 50.0 million repurchase amount has been fully utilized, subject to certain conditions.

On November 2, 2023 , the Company’s Board of Directors declared a fourth quarter regular dividend of $ 0.34 and a special dividend of $ 0.25 per share per share, both payable on December 29, 2023 to stockholders of record as of the close of business on December 15, 2023 .

BlackRock TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2023

10. Financial Highlights


	Nine Months Ended September 30,
	2023			2022
Per Common Share
Per share NAV at beginning of period	$	12.93		$	14.36

Investment operations:
Net investment income		1.40			1.13
Net realized and unrealized gain (loss)		( 0.51	)		( 0.46	)
Total from investment operations		0.89			0.67

Cumulative effect adjustment for the adoption of ASU 2020-06 (5)		—			( 0.01	)

Dividends to common shareholders		( 1.10	)		( 0.90	)

Per share NAV at end of period	$	12.72		$	14.12

Per share market price at end of period	$	11.74		$	10.93

Total return based on market value (1) (2)		( 0.8	)%		( 12.4	)%
Total return based on net asset value (1) (3)		6.9	%		4.6	%

Shares outstanding at end of period		57,767,264			57,767,264

Ratios to average common equity: (4)
Net investment income		15.1	%		11.2	%
Expenses before incentive fee		10.6	%		8.9	%
Expenses and incentive fee		12.9	%		10.6	%

Ending common shareholder equity	$	734,997,297		$	815,912,902
Portfolio turnover rate		10.8	%		14.8	%
Weighted-average debt outstanding	$	1,009,620,469		$	1,042,843,864
Weighted-average interest rate on debt		4.4	%		3.3	%
Weighted-average number of common shares		57,767,264			57,767,264
Weighted-average debt per share	$	17.48		$	18.05

(1)

Not annualized.

(2)

Total return based on market value equals the change in ending market value per share during 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.

(4)

Annualized, except for incentive compensation.

(5)

See Note 2 and 4 for further information related to the adoption of ASU 2020-06.

BlackRock TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2023

11. Senior Securities

Information about the Company's senior securities is shown in the following table as of the end of each of the last ten fiscal years and the period ended September 30, 2023.


Class and Year	Total Amount Outstanding (1)		Asset Coverage Per Unit (2)		Involuntary Liquidating Preference Per Unit (3)		Average Market Value Per Unit (4)
Operating Facility
As of September 30, 2023 (Unaudited)	$	148,827	$	6,245		—	N/A
Fiscal Year 2022		123,890		6,906		—	N/A
Fiscal Year 2021		154,480		11,020		—	N/A
Fiscal Year 2020		120,454		9,508		—	N/A
Fiscal Year 2019		108,498		5,812		—	N/A
Fiscal Year 2018		82,000		5,221		—	N/A
Fiscal Year 2017		57,000		6,513		—	N/A
Fiscal Year 2016		100,500		4,056		—	N/A
Fiscal Year 2015		124,500		3,076		—	N/A
Fiscal Year 2014		70,000		5,356		—	N/A
Fiscal Year 2013		45,000		8,176		—	N/A
Preferred Interests
As of September 30, 2023 (Unaudited)	N/A		N/A		N/A		N/A
Fiscal Year 2022	N/A		N/A		N/A		N/A
Fiscal Year 2021	N/A		N/A		N/A		N/A
Fiscal Year 2020	N/A		N/A		N/A		N/A
Fiscal Year 2019	N/A		N/A		N/A		N/A
Fiscal Year 2018	N/A		N/A		N/A		N/A
Fiscal Year 2017	N/A		N/A		N/A		N/A
Fiscal Year 2016	N/A		N/A		N/A		N/A
Fiscal Year 2015	N/A		N/A		N/A		N/A
Fiscal Year 2014	$	134,000	$	51,592	$	20,074	N/A
Fiscal Year 2013		134,000		68,125		20,075	N/A
Funding Facility I
As of September 30, 2023 (Unaudited)	N/A		N/A			—	N/A
Fiscal Year 2022	N/A		N/A			—	N/A
Fiscal Year 2021	N/A		N/A			—	N/A
Fiscal Year 2020	N/A		N/A			—	N/A
Fiscal Year 2019	$	158,000	$	5,812		—	N/A
Fiscal Year 2018		212,000		5,221		—	N/A
Fiscal Year 2017		175,000		6,513		—	N/A
Fiscal Year 2016		175,000		4,056		—	N/A
Fiscal Year 2015		229,000		3,076		—	N/A
Fiscal Year 2014		125,000		5,356		—	N/A
Fiscal Year 2013		50,000		8,176		—	N/A
Funding Facility II
As of September 30, 2023 (Unaudited)	$	100,000	$	6,245		—	N/A
Fiscal Year 2022		100,000		6,906		—	N/A
Fiscal Year 2021		-	N/A			—	N/A
Fiscal Year 2020		36,000		9,508		—	N/A
SBA Debentures
As of September 30, 2023 (Unaudited)	$	150,000	$	6,245		—	N/A
Fiscal Year 2022		150,000		6,906		—	N/A
Fiscal Year 2021		150,000		11,020		—	N/A
Fiscal Year 2020		138,000		9,508		—	N/A
Fiscal Year 2019		138,000		5,812		—	N/A
Fiscal Year 2018		98,000		5,221		—	N/A
Fiscal Year 2017		83,000		6,513		—	N/A
Fiscal Year 2016		61,000		4,056		—	N/A
Fiscal Year 2015		42,800		3,076		—	N/A
Fiscal Year 2014		28,000		5,356		—	N/A
2019 Convertible Notes
As of September 30, 2023 (Unaudited)	N/A		N/A			—	N/A
Fiscal Year 2022	N/A		N/A			—	N/A
Fiscal Year 2021	N/A		N/A			—	N/A
Fiscal Year 2020	N/A		N/A			—	N/A
Fiscal Year 2019	N/A		N/A			—	N/A
Fiscal Year 2018	$	108,000	$	2,157		—	N/A
Fiscal Year 2017		108,000		2,335		—	N/A
Fiscal Year 2016		108,000		2,352		—	N/A
Fiscal Year 2015		108,000		2,429		—	N/A
Fiscal Year 2014		108,000		3,617		—	N/A
2022 Convertible Notes
As of September 30, 2023 (Unaudited)	N/A		N/A			—	N/A
Fiscal Year 2022	N/A		N/A			—	N/A
Fiscal Year 2021	$	140,000	$	1,948		—	N/A
Fiscal Year 2020		140,000		2,058		—	N/A
Fiscal Year 2019		140,000		1,992		—	N/A
Fiscal Year 2018		140,000		2,157		—	N/A
Fiscal Year 2017		140,000		2,335		—	N/A
Fiscal Year 2016		140,000		2,352		—	N/A

BlackRock TCP Capital Corp.

Notes to Consolidated Financial Statements (Unaudited) (Continued)

September 30, 2023

11. Senior Securities — (continued)


2022 Notes
As of September 30, 2023 (Unaudited)	N/A		N/A		—	N/A
Fiscal Year 2022	N/A		N/A		—	N/A
Fiscal Year 2021	N/A		N/A		—	N/A
Fiscal Year 2020	$	175,000	$	2,058	—	N/A
Fiscal Year 2019		175,000		1,992	—	N/A
Fiscal Year 2018		175,000		2,157	—	N/A
Fiscal Year 2017		175,000		2,335	—	N/A
2024 Notes
As of September 30, 2023 (Unaudited)	$	250,000	$	1,890	—	N/A
Fiscal Year 2022		250,000		1,929	—	N/A
Fiscal Year 2021		250,000		1,948	—	N/A
Fiscal Year 2020		250,000		2,058	—	N/A
Fiscal Year 2019		200,000		1,992	—	N/A
2026 Notes
As of September 30, 2023 (Unaudited)	$	325,000	$	1,890	—	N/A
Fiscal Year 2022		325,000		1,929	—	N/A
Fiscal Year 2021		325,000		1,948	—	N/A

(1)

Total amount of each class of senior securities outstanding at the end of the period presented (in 1,000’s).

(2)

The asset coverage ratio for a class of senior securities representing indebtedness is calculated as our consolidated total assets, less all liabilities and indebtedness not represented by senior securities, divided by senior securities representing indebtedness. For the Operating Facility, Funding Facility I and Funding Facility II, the asset coverage ratio with respect to indebtedness is multiplied by $ 1,000 to determine the Asset Coverage Per Unit.

(3)

The amount to which such class of senior security would be entitled upon the voluntary liquidation of the issuer in preference to any security junior to it. The “—” in this column indicates that the SEC expressly does not require this information to be disclosed for certain types of senior securities.

(4)

The Company's senior securities are not registered for public trading.

12. Proposed Merger with BlackRock Capital Investment Corporation

On September 6, 2023, the Company entered into the Merger Agreement with BCIC, Merger Sub, and, solely for the limited purposes set forth therein, BCIA and the Advisor. The Merger Agreement provides that, subject to the requisite approvals of the Company's stockholders and BCIC's stockholders being obtained, required regulatory approvals and the other conditions set forth in the Merger Agreement, at the effective time, BCIC will merge with and into Merger Sub, with Merger Sub continuing as the surviving company and as a direct wholly-owned subsidiary of Special Value Continuation Partners LLC, a Delaware limited liability company and direct wholly-owned consolidated subsidiary of the Company (the “Merger”). The boards of directors of BCIC and the Company, in each case on the recommendation of a special committee comprised solely of all of the independent directors of BCIC or the Company, as applicable, have approved the Merger Agreement and the transactions contemplated thereby.

At the Effective Time, (as defined in the Merger Agreement), each share of common stock, par value $ 0.001 per share, of BCIC (“BCIC Common Stock”) issued and outstanding immediately prior to the Effective Time (other than shares (i) owned by the Company or any of its consolidated subsidiaries or (ii) held by BCIC as treasury stock (the “Cancelled Shares”) will be converted into the right to receive a number of shares of Company Common Stock equal to the Exchange Ratio (as defined below), plus any cash (without interest) in lieu of fractional shares.

Each of the Company and BCIC will deliver to the other a calculation of its net asset value as of a date no more than 48 hours prior to the closing of the Merger (the “Determination Date”) in each case, based on the same assumptions and methodologies, and applying the same categories of adjustments to net asset value historically used in preparing the calculation of the net asset value per share by the applicable party, except (i) that, in the case of BCIC, any quoted investments valued by reference to bid-ask prices will be valued at the mid-point of the bid-ask spread as reported by the pricing vendor or broker, such that the valuation treatment of such investments is consistent with the valuation policies of the Company, and (ii) as otherwise may be mutually agreed by the parties. We refer to such calculation with respect to BCIC as the “Closing BCIC Net Asset Value” and such calculation with respect to the Company as the “Closing Company Net Asset Value”. Based on such calculations, the parties will calculate the “BCIC Per Share NAV”, which will be equal to (i) the Closing BCIC Net Asset Value divided by (ii) the number of shares of BCIC Common Stock issued and outstanding as of the Determination Date (excluding any Cancelled Shares), and the “Company Per Share NAV”, which will be equal to (A) the Closing Company Net Asset Value divided by (B) the number of shares of Common Stock issued and outstanding as of the Determination Date. The “Exchange Ratio” will be equal to the quotient (rounded to four (4) decimal places) of (i) the BCIC Per Share NAV divided by (ii) the Company Per Share NAV, each calculated as of the Determination Date.

BCIC and the Company will update and redeliver the Closing BCIC Net Asset Value or the Closing Company Net Asset Value, respectively, in the event that the closing of the Merger is delayed or there is a more than de minimis change to such calculation between the Determination Date and the closing of the Merger and if needed to ensure that the calculation is determined within 48 hours (excluding Sundays and holidays) prior to the effective time of the Merger.

The Merger Agreement contains customary representations and warranties by each of the Company, the Advisor, BCIA and BCIC. The Merger Agreement also contains customary covenants, including, among others, covenants relating to the operation of each of the Company’s and BCIC’s businesses during the period prior to the closing of the Mergers. Consummation of the Merger, which is currently anticipated to occur during the first quarter of 2024, is subject to certain closing conditions, including requisite approvals of the Company’s stockholders and BCIC's stockholders and regulatory approvals.

The Merger Agreement also contains certain termination rights in favor of the Company and BCIC, including if the Merger is not completed on or before August 31, 2024 or if the requisite approvals of BCIC or Company stockholders are not obtained. The Merger Agreement provides that, upon the termination of the Merger Agreement under certain circumstances, a third party acquiring BCIC may be required to pay the Company a termination fee of approximately $ 9.4 million. The Merger Agreement provides that, upon the termination of the Merger Agreement under certain circumstances, a third party acquiring the Company may be required to pay BCIC a termination fee of approximately $ 22.4 million.

In connection with the signing of the Merger Agreement, the Company and the Advisor entered into an amended and restated investment advisory agreement that will become effective as of the Effective Time (the “Amended and Restated Investment Advisory Agreement”) that provides that the Advisor will reduce its base management fee rate for managing the Company from 1.50 % to 1.25 % on assets equal to or below 200 % of the net asset value of the Company (for the avoidance of doubt, the base management fee rate on assets that exceed 200 % of the net asset value of the Company would remain 1.00 %) with no change to the basis of calculation.

In connection with the signing of the Merger Agreement, the Company also entered into a fee waiver agreement (the “Fee Waiver Agreement”) with the Advisor. The Fee Waiver Agreement provides that the Advisor will waive all or a portion of its advisory fees to the extent the adjusted net investment income of the Company on a per share basis (determined by dividing the adjusted net investment income of the Company by the weighted average outstanding shares of the Company during the relevant quarter) is less than $ 0.32 per share in any of the first four (4) fiscal quarters ending after the Effective Time (the first of which will be the quarter in which the Effective Time occurs unless it is the last day of the quarter) to the extent there are sufficient advisory fees to cover such deficit.

12. Proposed Merger with BlackRock Capital Investment Corporation — (continued)

The Merger is expected to be accounted for as an asset acquisition of BCIC by the Company in accordance with the asset acquisition method of accounting as detailed in ASC 805-50 ("ASC 805"), Business Combinations-Related Issues. Under asset acquisition accounting, acquiring assets in groups not only requires ascertaining the cost of the asset (or net assets), but also allocating that cost to the individual assets (or individual assets and liabilities) that make up the group. Per ASC 805-50-30-1, assets are recognized based on their cost to the acquiring entity, which generally includes transaction costs of the asset acquisition, and no gain or loss is recognized unless the fair value of noncash assets given as consideration differs from the assets’ carrying amounts on the acquiring entity’s records. ASC 805-50-30-2 provides that asset acquisitions in which the consideration given is cash are measured by the amount of cash paid. However, if the consideration given is not in the form of cash (that is, in the form of noncash assets, liabilities incurred, or equity interests issued), measurement is based on the cost to the acquiring entity or the fair value of the assets (or net assets) acquired, whichever is more clearly evident and, thus, more reliably measured.

As set forth in the Fee Waiver Agreement, the Advisor has agreed that, for purposes of calculating net investment income and certain incentive fee calculations under the Amended and Restated Investment Advisory Agreement, the Advisor will exclude any amortization or accretion of any purchase premium or purchase discount to interest income or any gains and losses resulting solely from accounting adjustments to the cost basis of the BCIC assets acquired in the Merger as required under ASC 805.

All fees and expenses incurred by any party or any of its consolidated subsidiaries in connection with the Merger Agreement will be paid by the party incurring such fees or expenses, whether or not the Merger is consummated. All fees and expenses (whether or not incurred or owed by the Company or BCIC) related to (i) the drafting of the Merger Agreement and the other documents and agreements related thereto and the transactions contemplated thereby and the joint proxy statement/prospectus, (ii) filing and other fees paid to the SEC in connection with the transactions contemplated by the Merger Agreement, and (iii) filing and other fees incurred in connection with any filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended in connection with the transactions contemplated by the Merger Agreement will be borne by the Company and BCIC on a pro rata basis based upon the relative net assets of the Company and BCIC as of the date on which the Exchange Ratio is determined, subject to the sharing of a portion of these charges by the Advisor or BCIA as described below.

The Advisor, in the case of the Company, and BCIA, in the case of BCIC, will each bear 50 % of the aggregate reasonable out-of-pocket costs and expenses incurred by the Company or BCIC, as applicable, up to a combined aggregate amount equal to $ 6 million, except that if the Closing does not occur because either the BCIC Stockholders fail to approve the BCIC Merger Proposal or the Company Stockholders fail to approve the Company Stock Issuance Proposal, then, such amount will be reduced to $ 3 million. The foregoing expense limits will be allocated between the Company and BCIC on a pro rata basis based upon the relative net assets of the Company and BCIC as of the date on which the Exchange Ratio is determined, subject to reallocation should one of the Company or BCIC incur expenses that are less than its proportional amount of the expense cap. In accordance with ASC 805, transaction expenses of the Company are capitalized and deferred, while transaction expenses of BCIC are expensed as incurred. As of September 30, 2023, the Company had capitalized approximately $ 1.2 million in transaction related expenses and such amount is included in prepaid expenses and other assets in the Consolidated Statement of Assets and Liabilities.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement. The representations, warranties, covenants and agreements contained in the Merger Agreement were made only for purposes of the Merger Agreement and as of specific dates; were solely for the benefit of the parties to the Merger Agreement (except as may be expressly set forth in the Merger Agreement); may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Stockholders and security holders should not rely on such representations, warranties, covenants or agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any of the parties to the Merger Agreement or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties, covenants and agreements may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures by the parties to the Merger Agreement.

BlackRock TCP Capital Corp.

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

Nine Months Ended September 30, 2023


Security	Dividends or Interest (2)		Fair Value at December 31, 2022		Net realized gain or loss		Net increase or decrease in unrealized appreciation or depreciation			Acquisitions (3)		Dispositions (4)		Fair Value at September 30, 2023
Iracore International Holdings, Inc., Senior Secured 1st Lien Term Loan, LIBOR + 9 %, 1 % LIBOR Floor, due 4/12/24	$	141,950	$	1,324,140	$	-	$	-		$	11	$	-	$	1,324,151
Iracore Investments Holdings, Inc., Class A Common Stock		-		2,983,163		-		( 959,188	)		-		-		2,023,975
TVG-Edmentum Holdings, LLC, Series A Preferred Units		45,650		-		-		-			-		-		-
TVG-Edmentum Holdings, LLC, Series B-1 Common Units		1,960,002		32,391,197		-		( 3,170,270	)		1,959,992		-		31,180,919
TVG-Edmentum Holdings, LLC, Series B-2 Common Units		-		32,391,197		-		( 1,210,278	)		-		-		31,180,919
Total	$	2,147,602	$	69,089,697	$	—	$	( 5,339,736	)	$	1,960,003	$	—	$	65,709,964

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 1940 Act due to the ownership by the Company of 5 % to 25 % of the issuers' voting securities.

(2)

Also includes fee 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 and paydowns.

BlackRock TCP Capital Corp.

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

Nine Months Ended September 30, 2023


Security	Dividends or Interest (2)			Fair Value at December 31, 2022		Net realized gain or loss		Net increase or decrease in unrealized appreciation or depreciation			Acquisitions (3)		Dispositions (4)		Fair Value at September 30, 2023
36th Street Capital Partners Holdings, LLC, Membership Units	$	( 49,161	)	$	56,272,000	$	-	$	( 5,337,692	)	$	-	$	-	$	50,934,308
36th Street Capital Partners Holdings, LLC, Senior Note, 12 %, due 11/1/25		4,431,729			50,131,437		-		-			-		-		50,131,437
Anacomp, Inc., Class A Common Stock		-			552,432		-		62,776			-		-		615,208
Conventional Lending TCP Holdings, LLC, Membership Units		1,298,418			16,146,544		-		( 20,000	)		250,000		-		16,376,544
Kawa Solar Holdings Limited, Bank Guarantee Credit Facility, 0 %, due 12/31/22		-			101,315		-		-			-		-		101,315
Kawa Solar Holdings Limited, Revolving Credit Facility, 0 %, due 12/31/22		-			1,862,701		-		( 482,697	)		-		-		1,380,004
Fishbowl, Inc., Senior Secured 1st Lien Term Loan, SOFR + 5 %, 1 % SOFR Floor, due 05/27/2027		932,778			12,089,579		-		-			-		-		12,089,579
Fishbowl INC., Common Membership Units		-			577,277		-		145,680			-		-		722,957
AutoAlert, LLC, Senior Secured 1st Lien Term Loan, SOFR + 5.4 %, 1 % SOFR Floor, PIK toggle, due 3/31/28		1,004,037			-		-		-			2,533,793		16,278,838		18,812,631
AutoAlert, LLC, Senior Secured 2nd Lien Term Loan, SOFR + 9.4 %, 1 % SOFR Floor, PIK toggle, due 3/31/29		648,073			-		-		-			310,993		8,604,529		8,915,522
AutoAlert, LLC, Class A Common Interest		-			-		-		464,410			-		4,713,888		5,178,298
AutoAlert, LLC, Preferred Equity		-			-		-		329,763			-		4,302,264		4,632,027
Total	$	8,265,874		$	137,733,285	$	—	$	( 4,837,760	)	$	3,094,786	$	33,899,519	$	169,889,830

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 1940 Act due to the ownership by the Company of more than 25 % of the issuers' voting securities.

(2)

Also includes fee 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 and paydowns.

BlackRock TCP Capital Corp.

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

Year Ended December 31, 2022


Security	Dividends or Interest (2)		Fair Value at December 31, 2021		Net realized gain or loss		Net increase or decrease in unrealized appreciation or depreciation			Acquisitions (3)		Dispositions (4)			Fair Value at December 31, 2022
Iracore International Holdings, Inc., Senior Secured 1st Lien Term Loan, LIBOR + 9 %, 1 % LIBOR Floor, due 4/12/24	$	148,806	$	1,324,140	$	-	$	-		$	-	$	-			1,324,140
Iracore Investments Holdings, Inc., Class A Common Stock		-		4,344,746		-		( 1,361,583	)		-		-			2,983,163
NEG Parent, LLC (CORE Entertainment, Inc.), Class A Units		-		15,224,581		9,653,044		( 12,451,775	)		-		( 12,425,850	)		-
NEG Parent, LLC (CORE Entertainment, Inc.), Class A Warrants to Purchase Class A Units		-		1,409,955		820,337		( 1,213,868	)		-		( 1,016,424	)		-
NEG Parent, LLC (CORE Entertainment, Inc.), Class B Warrants to Purchase Class A Units		-		1,423,944		699,058		( 1,225,912	)		-		( 897,090	)		-
TVG-Edmentum Holdings, LLC, Series A Preferred Units		180,519		-		-		-			-		-			-
TVG-Edmentum Holdings, LLC, Series B-1 Common Units		2,357,065		36,740,019		-		( 6,705,895	)		2,357,073		-			32,391,197
TVG-Edmentum Holdings, LLC, Series B-2 Common Units		-		36,740,019		-		( 4,348,822	)		-		-			32,391,197
Total	$	2,686,390	$	97,207,404	$	11,172,439	$	( 27,307,855	)	$	2,357,073	$	( 14,339,364	)	$	69,089,697

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 1940 Act 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 and paydowns.

BlackRock TCP Capital Corp.

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

Year Ended December 31, 2022


Security	Dividends or Interest (2)		Fair Value at December 31, 2021		Net realized gain or loss			Net increase or decrease in unrealized appreciation or depreciation			Acquisitions (3)		Dispositions (4)			Fair Value at December 31, 2022
36th Street Capital Partners Holdings, LLC, Membership Units	$	3,794,889	$	34,082,000	$	-		$	20,940,000		$	1,250,000	$	-		$	56,272,000
36th Street Capital Partners Holdings, LLC, Senior Note, 12 %, due 11/1/25		4,977,439		41,381,437		-			-			8,750,000		-			50,131,437
Anacomp, Inc., Class A Common Stock		-		326,437		-			225,995			-		-			552,432
Conergy Asia & ME Pte. Ltd., 1st Lien Term Loan, 0 %, due 12/31/22		-		339,100		-			( 339,100	)		-		-			-
Conventional Lending TCP Holdings, LLC, Membership Units		2,155,374		26,901,777		( 124,801	)		( 131,604	)		515,000		( 11,013,828	)		16,146,544
Kawa Solar Holdings Limited, Bank Guarantee Credit Facility, 0 %, due 12/31/22		-		101,315		-			-			-		-			101,315
Kawa Solar Holdings Limited, Ordinary Shares		-		-		-			-			-		-			-
Kawa Solar Holdings Limited, Revolving Credit Facility, 0 %, due 12/31/22		-		1,955,145		-			( 92,444	)		-		-			1,862,701
Fishbowl, Inc., Senior Secured 1st Lien Term Loan, SOFR + 5 %, 1 % SOFR Floor, due 05/27/2027		577,752		-		-			-			12,089,579		-			12,089,579
Fishbowl INC., Common Membership Units		-		-		-			( 209,754	)		787,031		-			577,277
Total	$	11,505,454	$	105,087,211	$	( 124,801	)	$	20,393,093		$	23,391,610	$	( 11,013,828	)	$	137,733,285

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 1940 Act 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 and paydowns.

BlackRock TCP Capital Corp.

Consolidated Schedule of Restricted Securities of Unaffiliated Issuers (Unaudited)

September 30, 2023


Investment		Acquisition Date
AGY Equity, LLC, Class A Preferred Units		9/3/20
AGY Equity, LLC, Class B Preferred Units		9/3/20
AGY Equity, LLC, Class C Common Units		9/3/20
Blackbird Purchaser, Inc. (OTC) Preferred Stock		12/14/21
Fidelis (SVC) LLC, Series C Preferred Units		12/31/19
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, Inc., Warrants to Purchase Common Stock		2/7/17
Grey Orange International Inc., Warrants to Purchase Common Stock		5/5/22
Hylan Novellus LLC, Class A Units		03/30/22
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
Inotiv, Inc., Common Shares		03/30/22
PerchHQ, Warrants for Common Units		09/30/22
Pico Quantitative Trading Holdings, LLC, Warrants to Purchase Membership Units		2/7/20
Plate Newco 1 Limited (Avanti), Common Stock		04/13/22
Quora, Inc., Warrants to Purchase Series D Preferred Stock		4/12/19
Razor Group GmbH, Warrants to Purchase Preferred Series A1 Shares		4/28/21
Razor Warrants to Purchase Series C Shares		12/23/22
ResearchGate Corporation., Warrants to Purchase Series D Preferred Stock		11/7/19
Elevate Brands HoldCo Inc., Warrants to Purchase Elevate Common Shares in MXP		7/26/23
Elevate Brands HoldCo Inc., Warrants to Purchase Elevate Preferred New Super Senior Shares		7/26/23
SellerX Germany GMBH & Co. KG,, Warrants to Purchase SellerX Common Shares in MXP		11/23/21
SnapLogic, Inc., Warrants to Purchase Series Preferred Stock		3/20/18
Soraa, Inc., Warrants to Purchase Preferred Stock		8/29/14
SoundCloud, Ltd., Warrants to Purchase Preferred Stock		4/30/15
Suited Connector, LLC, (Suco Investors, LP) Warrants to Purchase Class A Units		3/6/2023
Tradeshift, Inc., Warrants to Purchase Series D Preferred Stock		3/9/17
Utilidata, Inc., Common Stock		7/6/20
Utilidata, Inc., Series A-1 Preferred Stock		7/6/20
Utilidata, Inc., Series A-2 Preferred Stock		7/6/20
WorldRemit Group Limited, Warrants to Purchase Series D Stock		2/11/21

BlackRock TCP Capital Corp.

Consolidated Schedule of Restricted Securities of Unaffiliated Issuers

December 31, 2022


Investment		Acquisition Date
AGY Equity, LLC, Class A Preferred Units		9/3/2020
AGY Equity, LLC, Class B Preferred Units		9/3/2020
AGY Equity, LLC, Class C Common Units		9/3/2020
Autoalert Acquisition Co, LLC, Warrants to Purchase LLC Interests		6/30/20
Blackbird Purchaser, Inc. (OTC) Preferred Stock		12/14/21
Elevate Brands OpCo LLC, Warrants for Common Stock		03/14/22
Elevate Brands OpCo LLC, Warrants for Preferred Shares		03/14/22
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, Inc., Warrants to Purchase Common Stock		2/7/17
Hylan Datacom & Electrical, LLC, Class A Units		03/30/22
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
Inotiv, Inc., Common Shares		03/30/22
Nanosys, Inc., Warrants to Purchase Preferred Stock		3/29/16
PerchHQ, Warrants for Common Units		09/30/22
Plate Newco 1 Limited (Avanti), Common Stock		04/13/22
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
Razor Group GmbH, Warrants to Purchase Preferred Series A1 Shares		4/28/21
Razor Warrants to Purchase Series C Shares		12/23/22
ResearchGate Corporation., Warrants to Purchase Series D Preferred Stock		11/7/19
SellerX Germany GMBH & Co. KG, Warrants to Purchase Preferred B Shares		11/23/21
SnapLogic, Inc., Warrants to Purchase Series Preferred Stock		3/20/18
Soraa, Inc., Warrants to Purchase Preferred 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., Common Stock		7/6/20
Utilidata, Inc., Series C Preferred Stock		7/6/20
Utilidata, Inc., Series CC Preferred Stock		7/6/20
WorldRemit Group Limited, Warrants to Purchase Series D Stock		2/11/21

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;

•

the phase-out of LIBOR and the use of replacement rates for LIBOR;

•

The consequences of the conflict between Russia and Ukraine, including international sanctions, the potential impact on inflation and increased disruption to supply chains;

•

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

•

the Merger, the likelihood the Merger is completed, the anticipated timing of its completion and the outcome and
impact of any litigation relating to the Merger. See “Note 12 – Proposed Merger with BlackRock Capital Investment
Corporation” for further information regarding the Merger Agreement and the Merger.

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.

Overv iew

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”), TCPC Funding II, LLC ("TCPC Funding II") 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 1934 Act 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, TCPC Funding II 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, TCPC Funding II 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 $300.0 million in available debt under a revolving, multi-currency credit facility issued by SVCP (the “Operating Facility”), $200.0 million in available debt under a senior secured revolving credit facility issued by TCPC Funding II (“Funding Facility II”), $250.0 million in senior unsecured notes issued by the Company maturing in 2024 (the “2024 Notes”), $325.0 million in senior unsecured notes issued by the Company maturing in 2026 (the “2026 Notes”) and $160.0 million in committed leverage from the SBA (the “SBA Program” and, together with the Operating Facility, Funding Facility II, the 2024 Notes and the 2026 Notes, the “Leverage Program”). Prior to being repaid on March 1, 2022, debt included $140.0 million in Convertible unsecured notes due March 2022 issued by the Company (the "2022 Convertible Notes"). Prior to being repaid on September 17, 2021, debt included $175.0 million in unsecured notes due August 2022 issued by the Company (the "2022 Notes"). Prior to being replaced by Funding Facility II on August 4, 2020, leverage included $300.0 million in available debt under a senior secured revolving credit facility issued by TCPC Funding (“Funding Facility I”).

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.

On September 6, 2023, the Company entered into the Merger Agreement with BCIC, Merger Sub, and, solely for the limited purposes set forth therein, BCIA and the Advisor. See “Note 12 – Proposed Merger with BlackRock Capital Investment Corporation” for further information regarding the Merger Agreement and the Merger.

Investments

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

As a BDC, we are required to comply with certain regulatory requirements. For instance, we generally have to invest at least 70% of our total assets in “qualifying assets,” including securities and indebtedness of private U.S. companies, public U.S. operating companies whose securities are not listed on a national securities exchange or registered under the Securities Exchange Act of 1934, as amended, public domestic operating companies having a market capitalization of less than $250.0 million, cash, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less. We are also permitted to make certain

follow-on investments in companies that were eligible portfolio companies at the time of initial investment but that no longer meet the definition. As of September 30, 2023, 81.8% of our total assets were invested in qualifying assets.

Revenues

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

Expenses

Our primary operating expenses include the payment of a base management fee and, depending on our operating results, incentive compensation, expenses reimbursable under the management agreement, administration fees and the allocable portion of overhead under the administration agreement. The base management fee and incentive compensation remunerates the Advisor for work in identifying, evaluating, negotiating, closing and monitoring our investments. Our administration agreement with 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 II and the SBIC), which may include those relating to:

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our organization;

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

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

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

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the base management fee and any incentive compensation;

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

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administration fees payable under the administration agreement;

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

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transfer agent and custodial fees;

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registration fees;

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listing fees;

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taxes;

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director fees and expenses;

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

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

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our fidelity bond;

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

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indemnification payments;

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

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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 Investment Advisers Act of 1940.

Through December 31, 2017, the incentive compensation was an equity allocation to SVCP’s general partner under the LPA. Effective as of January 1, 2018, the LPA was amended to remove the incentive compensation distribution provisions therein, and the incentive compensation became payable as a fee to the Advisor pursuant to the then-existing investment management agreements. The amendment had no impact on the amount of the incentive compensation paid or services received by the Company.

Critical accounting policies and estimates

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 and procedures reviewed and approved by a committee established by the Valuation Designee (the "Valuation Committee). 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 policies and procedures reviewed and approved by the Valuation Committee. The policies were adopted by the Valuation Designee and approved by the Board. 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 adopted by the Valuation Designee 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:

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The investment professionals of the Valuation Designee provide recent portfolio company financial statements and other reporting materials to independent valuation firms approved by the Valuation Committee.

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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 Valuation Designee.

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

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The Valuation Designee determines the fair value of the remainder of investments in our portfolio in good faith based on the input of the Valuation Committee and the respective independent valuation firms.

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 the Valuation Designee 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 comparable, 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 comparable, our principal market (as the reporting entity) and enterprise values.

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

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

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

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

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

As of September 30, 2023, 0.0% of our investments were categorized as Level 1, 4.3% were categorized as Level 2, 95.7% were Level 3 investments valued based on valuations by independent third-party sources, and 0.0% were Level 3 investments valued based on valuations by the Valuation Designee.

As of December 31, 2022, 0.1% of our investments were categorized as Level 1, 5.7% were categorized as Level 2, 94.0% 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 Valuation Designee.

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

Revenue recognition

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

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

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

Portfolio and investment activity

During the three months ended September 30, 2023, we invested approximately $92.4 million, comprised of new investments in 4 new and 4 existing portfolio companies, as well as draws made on existing commitments and PIK received on prior investments. Of these investments, $91.5 million, or 99.0% of total acquisitions, were in senior secured loans. The remaining $0.9 million (1.0% of total acquisitions) was comprised of equity investments. Additionally, we received approximately $125.6 million in proceeds from sales or repayments of investments during the three months ended September 30, 2023.

During the three months ended September 30, 2022, we invested approximately $48.3 million, comprised of new investments in 14 new and 3 existing portfolio companies, as well as draws made on existing commitments and PIK received on prior investments. Of these investments, $47.3 million, or 98.0% of total acquisitions, were in senior secured loans, the remaining $1.0 million, or 2.0% of total acquisitions, was comprised primarily of equity investments. Additionally, we received approximately $170.4 million in proceeds from sales or repayments of investments during the three months ended September 30, 2022.

During the nine months ended September 30, 2023, we invested approximately $185.5 million, comprised of new investments in 14 new and 8 existing portfolio companies, as well as draws made on existing commitments and PIK received on prior investments. Of these investments, $182.5 million, or 98.4% of total acquisitions, were in senior secured loans. The remaining 3.0 million (1.6% of total acquisitions) was comprised of equity investments. Additionally, we received approximately $176.5 million in proceeds from sales or repayments of investments during the nine months ended September 30, 2022.

During the nine months ended September 30, 2022, we invested approximately $263.4 million, comprised of new investments in 28 new and 9 existing portfolio companies, as well as draws made on existing commitments and PIK received on prior investments. Of these investments, $259.1 million, or 98.4% of total acquisitions, were in senior secured loans and $0.7 million, or 0.3% of total acquisitions were in unsecured notes. The remaining $3.6 million (1.3% of total acquisitions) was comprised of equity investments. Additionally, we received approximately $406.0 million in proceeds from sales or repayments of investments during the nine months ended September 30, 2022.

At September 30, 2023, our investment portfolio of $1,593.3 million (at fair value) consisted of 143 portfolio companies and was invested 88.7% in debt investments, primarily in senior secured debt. In aggregate, our investment portfolio was invested 85.5% in senior secured loans, 3.2% in senior secured notes and 11.3% in equity investments. Our average portfolio company investment at fair value was approximately $11.1 million. Our largest portfolio company investment by value was approximately 6.3% of our portfolio and our five largest portfolio company investments by value comprised approximately 20.1% of our portfolio at September 30, 2023.

At December 31, 2022, our investment portfolio of $1,609.6 million (at fair value) consisted of 136 portfolio companies and was invested 88.2% in debt investments, primarily in senior secured debt. In aggregate, our investment portfolio was invested 83.9% in senior secured loans, 4.3% in senior secured notes and 11.8% in equity investments. Our average portfolio company investment at fair value was approximately $11.8 million. Our largest portfolio company investment by value was approximately 6.6% of our portfolio and our five largest portfolio company investments by value comprised approximately 20.1% of our portfolio at December 31, 2022.

The industry composition of our portfolio at fair value at September 30, 2023 was as follows:


Industry	Percent of Total Investments
Internet Software and Services		14.7	%
Diversified Financial Services		12.0	%
Diversified Consumer Services		12.0	%
Software		9.4	%
Professional Services		5.5	%
Health Care Technology		4.7	%
Media		3.6	%
Capital Markets		3.0	%
IT Services		2.8	%
Automobiles		2.8	%
Healthcare Providers and Services		2.5	%
Road and Rail		2.5	%
Textiles, Apparel and Luxury Goods		2.4	%
Construction and Engineering		2.2	%
Technology Hardware, Storage & Peripherals		2.0	%
Hotels, Restaurants and Leisure		1.9	%
Paper and Forest Products		1.9	%
Specialty Retail		1.5	%
Pharmaceuticals		1.4	%
Diversified Telecommunication Services		1.2	%
Consumer Finance		1.2	%
Insurance		1.2	%
Trading Companies & Distributors		1.1	%
Other		6.5	%
Total		100.0	%

The weighted average effective yield of our debt portfolio was 14.1% at September 30, 2023 and 12.7% at December 31, 2022. The weighted average effective yield of our total portfolio was 13.2% at September 30, 2023 and 11.9% at December 31, 2022. At September 30, 2023, 94.9% of debt investments in our portfolio bore interest based on floating rates, such as LIBOR, EURIBOR, SOFR, the Federal Funds Rate or the Prime Rate, and 5.1% bore interest at fixed rates. The percentage of floating rate debt investments in our portfolio that were subject to an interest rate floor was 94.8% at September 30, 2023. Debt investments in three portfolio companies were on non-accrual status as of September 30, 2023, representing 1.1% of the portfolio at fair value and 1.7% at cost. At December 31, 2022, 93.6% of debt investments in our portfolio bore interest based on floating rates, such as LIBOR, EURIBOR, SOFR, the Federal Funds Rate or the Prime Rate, and 6.4% bore interest at fixed rates. The percentage of floating rate debt investments in our portfolio that were subject to an interest rate floor was 94.9% at December 31, 2022. Debt investments in three portfolio companies were on non-accrual status as of December 31, 2022, representing 2.0% of the portfolio at fair value and 4.2% at cost.

Results of operations

Investment income

Investment income totaled $54.2 million and $48.2 million, respectively, for the three months ended September 30, 2023 and 2022, of which $53.3 million and $46.1 million were attributable to interest and fees on our debt investments, $0.9 million and $1.7 million to dividend income and $0.0 million and $0.4 million to other income, respectively. Included in interest and fees on our debt investments were $0.7 million and $3.4 million of non-recurring income related to prepayments and $0.4 million and $0.4 million in amendment fees for the three months ended September 30, 2023 and 2022, respectively. The increase in investment income for the three months ended September 30, 2023 compared to the three and nine months ended September 30, 2022 primarily reflects an increase in interest income due to the rise in LIBOR/SOFR rates, partially offset by the lower dividend income received during the three months ended September 30, 2023.

Investment income totaled $158.5 million and $134.3 million, respectively, for the nine months ended September 30, 2023 and 2022, of which $155.3 million and $127.6 million were attributable to interest and fees on our debt investments, $2.8 million and $5.9 million to dividend income and $0.4 million and $0.8 million to other income, respectively. Included in interest and fees on our debt investments were $1.0 million and $7.3 million of non-recurring income related to prepayments and $0.9 million and $0.4 million in amendment fees for the nine months ended September 30, 2023 and 2022, respectively. The increase in investment income in the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022 primarily reflects an increase in interest income due to the increase in LIBOR/SOFR rates, partially offset by the lower dividend income during the nine months ended September 30, 2023.

Expenses

Total operating expenses for the three months ended September 30, 2023 and 2022 were $25.9 million and $23.8 million, respectively, comprised of $12.1 million and $10.2 million in interest expense and related fees, $6.1 million and $6.6 million in base management fees, $6.0 million and $5.2 million in incentive fee expense, $0.7 million and $0.4 million in professional fees, $0.4 million and $0.4 million in administrative expenses and $0.6 million and $1.0 million in other expenses, respectively. The increase in operating expenses for the three months ended September 30, 2023 compared to the three months ended September 30, 2022 reflects an increase in interest expense due to the rise in LIBOR/SOFR rates and an increase in incentive fee expense, partially offset by the lower management fees during the three months ended September 30, 2023.

Total operating expenses for the nine months ended September 30, 2023 and 2022 were $77.1 million and $68.9 million, respectively, comprised of $36.0 million and $28.9 million in interest expense and related fees, $18.1 million and $19.9 million in base management fees, $17.3 million and $13.9 million in incentive fee expense, $1.5 million and $1.4 million in professional fees, $1.1 million and $1.3 million in administrative expenses and $3.1 million and $3.5 million in other expenses, respectively. The increase in operating expenses in the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022 primarily reflects an increase in interest expense due to the rise in LIBOR/SOFR rates and an increase in incentive fee expense, partially offset by the lower management fees during the nine months ended September 30, 2023.

Net investment income

Net investment income was $28.3 million and $24.4 million, respectively, for the three months ended September 30, 2023 and 2022. The increase in net investment income for the three months ended September 30, 2023 compared to the three months ended September 30, 2022 primarily reflects the increase in total investment income, partially offset by the increase in expenses during the three months ended September 30, 2023.

Net investment income was $81.3 million and $65.4 million, respectively, for the nine months ended September 30, 2023 and 2022. The increase in net investment income in the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022 primarily reflects the increase in total investment income, partially offset by the increase in expense during the nine months ended September 30, 2023.

Net realized and unrealized gain or loss

Net realized gain (loss) for the three months ended September 30, 2023 and 2022 was $(0.1) million and $0.3 million, respectively.

Net realized gain (loss) for the nine months ended September 30, 2023 and 2022 was $(31.2) million and $(18.2) million, respectively. Net realized loss for the nine months ended September 30, 2023 was comprised primarily of a $30.7 million loss from reorganization of our investment in Autoalert. Net realized loss for the nine months ended September 30, 2022 was comprised primarily of a $13.8 million loss from reorganization of our investment in Fishbowl, a $13.3 million loss from the restructuring of our investment in Avanti, partially offset by a $11.2 million gain from the exit of our debt investment in CORE Entertainment.

For the three months ended September 30, 2023 and 2022, the change in net unrealized appreciation (depreciation) was $(15.4) million and $1.6 million, respectively. The change in net unrealized depreciation for the three months ended September 30, 2023 primarily reflects a $4.5 million unrealized loss on our investment in Edmentum, a $4.0 million unrealized loss on our investment in Khoros, a $3.6 million unrealized loss on our investment in Magenta Buyer, a $2.5 million unrealized loss on our investment in 36th Street Capital, a $2.4 million unrealized loss on our investment in Hylan, a $2.2 million unrealized loss on our investment in CIBT, offset by a $3.2 million unrealized gain on our investment in Astra Acquisition. The change in net unrealized appreciation (depreciation) for the three months ended September 30, 2022 was primarily driven by a $18.8 million in unrealized gain on our investment in 36th Street Capital, and a $3.3 million in reversal of previous unrealized losses from the disposition of our investment in JUUL, partially offset by $5.9 million in unrealized losses from AutoAlert and $2.1 million in unrealized losses on Aventiv Technologies, as well as unrealized losses across the portfolio from widening market spreads.

For the nine months ended September 30, 2023 and 2022, the change in net unrealized appreciation (depreciation) was $1.6 million and $(8.7) million, respectively. The change in net unrealized appreciation for the nine months ended September 30, 2023 primarily reflects a $37.0 million reversal of previously recognized unrealized losses from the reorganization of our investment in Autoalert, offset by a $8.0 million unrealized loss in Hylan, a $6.8 million unrealized loss on our investment in Megenta Buyer, a $5.3 million unrealized loss on our investment in 36th Street, a $5.1 million unrealized loss on our investment in Khoros, a $4.4 million unrealized loss on our investment in Edmentum, a $3.9 million unrealized loss on our investment in Astra Acquisition, and a $3.9 million unrealized loss on our investment in Perch. The change in net unrealized appreciation/depreciation for the nine months ended September 30, 2022 primarily reflects $14.9 million reversal of previously recognized unrealized gains from the disposition of our investment in CORE Entertainment, $12.9 million in unrealized losses from Autoalert, $3.3 million in unrealized losses from Thras.io, as well as unrealized losses across the portfolio from widening market spreads, offset by $23.1 million in unrealized gains on our investment in 36th Street Capital, $13.9 million reversal of previously recognized unrealized losses from the restructuring of our investment in Fishbowl, $12.3 million reversal of previously recognized unrealized losses from the restructuring of our investment in Avanti, and $7.6 million in unrealized gains on Edmentum.

Incentive compensation

Incentive fees for the three months ended September 30, 2023 and 2022 were $6.0 million and $5.2 million, respectively, and were payable due to our performance exceeding the cumulative total return threshold.

Incentive fees for the nine months ended September 30, 2023 and 2022 were $17.3 million and $13.9 million, respectively, and were payable due to our performance exceeding the cumulative total return threshold.

Income tax expense, including excise tax

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

Depending on the level of taxable income earned in a tax year, we may choose to carry forward taxable income in excess of current year dividend distributions from such current year taxable income into the next tax year and pay a 4% excise tax on such income. Any excise tax expense is recorded at year end as such amounts are known. For the nine month ended September 30, 2023, an excise tax expense of $0.1 million was recorded and paid, based on the amount of tax-basis ordinary income for the year ended December 31, 2022. No excise tax was incurred for the year ended December 31, 2022.

Net increase (decrease) in net assets resulting from operations

The net increase (decrease) in net assets applicable to common shareholders resulting from operations was $12.8 million and $26.2 million for the three months ended September 30, 2023 and 2022, respectively. The lower net increase in net assets resulting from

operations during the three months ended September 30, 2023 was primarily due to the net realized and unrealized losses compared to the three months ended September 30, 2022.

The net increase (decrease) in net assets applicable to common shareholders resulting from operations was $51.8 million and $38.6 million for the nine months ended September 30, 2023 and 2022, respectively. The higher net increase in net assets resulting from operations during the nine months ended September 30, 2023 was primarily due to the higher net investment income and the net realized and unrealized gains compared to the nine months ended September 30, 2022.

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.

Prior to its discontinuance effective July 7, 2020, we had offered an “opt in” dividend reinvestment plan to our common stockholders, pursuant to which the dividends payable to those shareholders who so elected would be reinvested in shares of common stock.

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 1934 Act. 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 July 27, 2023, to be in effect through the earlier of two trading days after our third quarter 2023 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. No shares were repurchased by the Company under the Company Repurchase plan for the nine months ended September 30, 2023 and 2022.

Total leverage outstanding and available under the combined Leverage Program at September 30, 2023 were as follows:


	Maturity	Rate		Carrying Value (1)			Available		Total Capacity
Operating Facility	2026	SOFR+1.75%	(2)	$	148,826,611		$	151,173,389	$	300,000,000	(3)
Funding Facility II	2027	SOFR+2.05%	(4)		100,000,000			100,000,000		200,000,000	(5)
SBA Debentures	2024−2031	2.52%	(6)		150,000,000			10,000,000		160,000,000
2024 Notes ($250 million par)	2024	3.900%			249,443,956			—		249,443,956
2026 Notes ($325 million par)	2026	2.850%			325,887,724			—		325,887,724
Total leverage					974,158,291		$	261,173,389	$	1,235,331,680
Unamortized issuance costs					(3,784,018	)
Debt, net of unamortized issuance costs				$	970,374,273

(1)

Except for the 2024 Notes and the 2026 Notes, all carrying values are the same as the principal amounts outstanding.

(2)

As of September 30, 2023, $139.0 million of the outstanding amount subject to a SOFR credit adjustment of 0.11%. $7.8 million of the outstanding amount bore interest at a rate of EURIBOR + 2.00% and $2.0 million of the outstanding amount bore interest at a rate of Prime + 1.00%.

(3)

Operating Facility includes a $100.0 million accordion which allows for expansion of the facility to up to $400.0 million subject to consent from the lender and other customary conditions.

(4)

Subject to certain funding requirements and a SOFR credit adjustment of 0.15%

(5)

Funding Facility II includes a $50.0 million accordion which allows for expansion of the facility to up to $250.0 million subject to consent from the lender and other customary conditions.

(6)

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

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 outstanding indebtedness to common equity of 2:1 as compared to a maximum of 1:1 under the 200% asset coverage requirement.

Effective November 7, 2018, the Company’s board of directors, including a “required majority” (as such term is defined in Section 57(o) of the 1940 Act) of our board of directors, approved the application of the modified asset coverage requirements set forth in Section 61(a)(2) of the 1940 Act, as amended by the SBCAA (the “Asset Coverage Ratio Election”), which would have resulted (had the Company not received earlier stockholder approval) in our asset coverage requirement applicable to senior securities being reduced from 200% to 150%, effective on November 7, 2019. On February 8, 2019, the stockholders of the Company approved the Asset Coverage Ratio Election, and, as a result, effective on February 9, 2019, our asset coverage requirement applicable to senior securities was reduced from 200% to 150%. As of September 30, 2023, the Company’s asset coverage ratio was 189%.

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 increased flexibility under the 150% asset coverage test by permitting the SBIC to borrow up to $160.0 million more than it would otherwise be able to absent the receipt of this exemptive relief.

Net cash provided by operating activities during the nine months ended September 30, 2023 was $52.1 million, consisting primarily of $56.0 million in net investment income (net of non-cash income and expenses), offset by the settlement of dispositions of investments (net of acquisitions) of $3.9 million.

Net cash used by financing activities was $42.9 million during the nine months ended September 30, 2023, consisting primarily of $66.4 million in dividends paid to common shareholders and $1.4 million in debt issuance cost, offset by $24.9 million in credit facility draws (net of repayments) .

At September 30, 2023, we had $91.7 million in cash and cash equivalents.

The Operating Facility and Funding Facility II 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 Operating Facility and Funding Facility II, and may therefore impact our ability to borrow under the Operating Facility and Funding Facility II. In addition to regulatory restrictions that restrict our ability to raise capital, the Leverage Program contains various covenants which, if not complied with, could accelerate repayment of debt, thereby materially and adversely affecting our liquidity, financial condition and results of operations. At September 30, 2023, 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 Operating Facility, Funding Facility II, the 2024 Notes and the 2026 Notes, mature in May 2026, August 2027, August 2024 and February 2026, respectively. Any inability to renew, extend or replace the Leverage Program could adversely impact our liquidity and ability to find new investments or maintain distributions to our stockholders.

Challenges in the market are intensified for us by certain regulatory limitations under the Code and the 1940 Act. To maintain our qualification as a RIC, we must satisfy, among other requirements, an annual distribution requirement to pay out at least 90% of our ordinary income and short-term capital gains to our stockholders. Because we are required to distribute our income in this manner, and because the illiquidity of many of our investments may make it difficult for us to finance new investments through the sale of current investments, our ability to make new investments is highly dependent upon external financing. While we anticipate being able to

continue to satisfy all covenants and repay the outstanding balances under the Leverage Program when due, there can be no assurance that we will be able to do so, which could lead to an event of default.

Contractual obligations

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

Distributions

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

The following tables summarize dividends declared for the nine months ended September 30, 2023 and 2022:

       
        Date Declared

       
        Record Date

       
        Payment Date

       
        Type

       
        Amount
        
        Per
        
        Share

       
        Total Amount

       
        February 28, 2023

       
        March 17, 2023

       
        March 31, 2023

       
        Regular

       
        0.32

       
        18,485,524

       
        May 4, 2023

       
        June 16, 2023

       
        June 30, 2023

       
        Regular

       
        0.34

       
        19,640,870

       
        August 3, 2023

       
        September 15, 2023

       
        September 29, 2023

       
        Regular

       
        0.34

       
        19,640,870

       
        August 3, 2023

       
        September 15, 2023

       
        September 29, 2023

       
        Special

       
        0.10

       
        5,776,726

       
        1.10

       
        63,543,990


Date Declared	Record Date	Payment Date	Type	Amount Per Share		Total Amount
February 24, 2022	March 17, 2022	March 31, 2022	Regular	$	0.30	$	17,330,179
May 4, 2022	June 16, 2022	June 30, 2022	Regular		0.30		17,330,179
August 3, 2022	September 16, 2022	September 30, 2022	Regular		0.30		17,330,179
				$	0.90	$	51,990,537

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

•

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

•

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

•

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

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

We 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 II, 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."

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

On October 26, 2023, the Company’s board of directors re-approved the Company Repurchase Plan, to be in effect through the earlier of two trading days after the Company’s fourth quarter 2023 earnings release or such time as the approved $50 million repurchase amount has been fully utilized, subject to certain conditions.

On November 2, 2023, the Company’s board of directors declared a fourth quarter regular dividend of $0.34 per share and a special dividend of $0.25 per share, both payable on December 29, 2023 to stockholders of record as of the close of business on December 15, 2023.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are subject to financial market risks, including changes in interest rates. At September 30, 2023, 94.9% of debt investments in our portfolio bore interest based on floating rates, such as LIBOR, EURIBOR, SOFR, 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 December 31, 2022, the percentage of floating rate debt investments in our portfolio that were subject to an interest rate floor was 93.6%. Floating rate investments subject to a floor generally reset by reference to the current market index after one to six months only if the index exceeds the floor.

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

Based on our September 30, 2023 statement of assets and liabilities, 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	Net Investment Income			Net Investment Income Per Share
Up 300 basis points	$	36,862,357		$	0.64
Up 200 basis points		24,574,905			0.43
Up 100 basis points		12,287,452			0.21
Down 100 basis points		(12,287,452	)		(0.21	)
Down 200 basis points		(24,574,905	)		(0.43	)
Down 300 basis points		(36,862,357	)		(0.64	)

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 1934 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 1934 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

From time to time, the Company and the Advisor may be parties to certain legal proceedings incidental to the normal course of our business, including with respect to our investments in our portfolio companies. On September 13, 2023, the Company was named as a defendant, together with the Advisor and certain other funds managed by the Advisor, as well as certain other defendants, in a lawsuit filed in the United States Bankruptcy Court for the Southern District of New York. The suit relates to a third-party sponsored collateralized loan obligation in which the Company and certain other defendants invested. The suit alleges that the Company and the other defendants knew or should have known of certain fraudulent activities of the third-party manager relating to its management of the collateralized loan obligation that caused the plaintiffs to suffer investment losses. The suit seeks to recover from the Company approximately $15 million, plus interest, additional amounts from the other defendants, and attorneys’ fees and costs from all defendants. the Company, the affiliated funds and the Advisor intend to vigorously defend against these claims and will file a motion to dismiss the lawsuit on or around November 6, 2023. At this time, however, the Company and the Advisor cannot predict with a reasonable degree of certainty the likelihood of an unfavorable outcome, including any potential losses that could result.

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the risk factor discussed below and the risk factors in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “Annual Report”), which could materially affect our business, financial condition and/or operating results. The risks described in our Annual Report and discussed below are not the only risks facing us. Please refer also to those risk factors relating to our proposed merger with BlackRock Capital Investment Corporation included under the caption “Risk Factors—Risks Relating to the Mergers” in our registration statement on Form N-14 (333-274897) filed with the SEC on October 6, 2023, which are incorporated herein by reference. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results.

The U.S. and global capital markets are subject to systemic risk that could adversely affect our business, financial condition and results of operations.

Issuers, national and regional banks, financial institutions and other participants in the U.S. and global capital markets are closely interrelated as a result of credit, trading, clearing, technology and other relationships. A significant adverse development (such as a bank run, insolvency, bankruptcy or default) with one or more national or regional banks, financial institutions or other participants in the financial or capital markets may spread to others and lead to significant concentrated or market-wide problems (such as defaults, liquidity problems, impairment charges, additional bank runs and/or losses) for other participants in these markets. Future developments, including actions taken by the U.S. Department of Treasury, FDIC, Federal Reserve Board, and systemic risk in the U.S. and global banking sectors and broader economies in general, are difficult to assess and quantify, and the form and magnitude of such developments or other actions of the U.S. Department of Treasury, FDIC and Federal Reserve Board may remain unknown for significant periods of time and could have an adverse effect on the Company.

For example, in response to the rapidly declining financial condition of regional banks Silicon Valley Bank (“SVB”) and Signature Bank (“Signature”), the California Department of Financial Protection and Innovation (the “CDFPI”) and the New York State Department of Financial Services (the “NYSDFS”) closed SVB and Signature on March 10, 2023 and March 12, 2023, respectively, and the Federal Deposit Insurance Corporation (“FDIC”) was appointed as receiver for SVB and Signature. Although the U.S. Department of the Treasury, the Federal Reserve and the FDIC have taken measures to stabilize the financial system, uncertainty and liquidity concerns in the broader financial services industry remain. Additionally, should there be additional systemic pressure on the financial system and capital markets, we cannot assure you of the response of any government or regulator, and any response may not be as favorable to industry participants as the measures currently being pursued. In addition, highly publicized issues related to the U.S. and global capital markets in the past have led to significant and widespread investor concerns over the integrity of the capital markets. The current situation related to SVB and Signature could in the future lead to further rules and regulations for public companies, banks, financial institutions and other participants in the U.S. and global capital markets, and complying with the requirements of any such rules or regulations may be burdensome. Even if not adopted, evaluating and responding to any such proposed rules or regulations could results in increased costs and require significant attention from the Advisor.

Item 2: U nregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities.

None

Item 3: Default Upon Senior Securities.

Not Applicable

Item 4. Mine Safety Disclosures.

None

Item 5. Other Information .

During the three months ended September 30, 2023, no director or Section 16 officer of the Company adopted or terminated a “Rule 10b5–1 trading arrangement” or “non-Rule 10b5–1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

Price Range of Common Stock

Our common stock began trading on April 5, 2012 and is currently traded on The NASDAQ Global Select Market under the symbol “TCPC.” The following table lists the high and low closing sale price for our common stock, the closing sale price as a percentage of net asset value, or NAV, and quarterly distributions per share in each fiscal quarter for the first three quarters of the year ends December 31, 2023, the year ended December 31, 2022 and the year ended December 31, 2021. On September 30, 2023, the reported closing price of our common stock was $ 11.74 per share .


							Premium/ (Discount)	Premium/ (Discount)
			Stock Price				of High Sales Price	of Low Sales Price
	NAV (1)		High (2)		Low (2)		to NAV (3)	to NAV (3)	Declared Distributions
Fiscal Year ended December 31, 2023
First Quarter	$	13.00	$	13.37	$	9.73	2.8 %	( 25.2 )%	$	0.32
Second Quarter	$	12.94	$	11.42	$	9.76	( 11.7 )%	( 24.6 )%	$	0.34
Third Quarter	$	12.72	$	12.89	$	11.00	1.3 %	( 13.5 )%	$	0.44
Fiscal Year ended December 31, 2022
First Quarter	$	14.27	$	14.30	$	13.10	0.2 %	( 8.2 )%	$	0.30
Second Quarter	$	13.97	$	14.36	$	11.87	2.8 %	( 15.0 )%	$	0.30
Third Quarter	$	14.12	$	14.28	$	10.92	1.1 %	( 22.7 )%	$	0.30
Fourth Quarter	$	12.93	$	13.54	$	10.84	4.7 %	( 16.2 )%	$	0.37
Fiscal Year ended December 31, 2021
First Quarter	$	13.56	$	14.89	$	11.13	9.8 %	( 17.9 )%	$	0.30
Second Quarter	$	14.21	$	14.97	$	13.74	5.3 %	( 3.3 )%	$	0.30
Third Quarter	$	14.09	$	14.39	$	13.36	2.1 %	( 5.2 )%	$	0.30
Fourth Quarter	$	14.36	$	14.36	$	13.18	0.0 %	( 8.2 )%	$	0.30

(1)

NAV per share is determined as of the last day in the relevant quarter and therefore may not reflect the NAV per share on the date of the high and low sales prices. The NAVs shown are based on outstanding shares at the end of each period.

(2)

The High/Low Stock Price is calculated as of the closing price on a given day in the applicable quarter.

(3)

Calculated as the respective High/Low Stock Price minus the quarter end NAV, divided by the quarter end NAV.

Item 6. Exhibits

The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC:


Number		Description
2.1		Agreement and Plan of Merger among BlackRock Capital Investment Corporation, BlackRock TCP Capital Corp., BCIC Merger Sub, LLC and, for the limited purposes set forth therein, BlackRock Capital Investment Advisors, LLC and Tennenbaum Capital Partners, LLC, dated as of September 6, 2023(1)
3.1		Certificate of Incorporation of the Registrant (2)
3.2		Certificate of Amendment to the Certificate of Incorporation of the Registrant (3)
3.3		Amended and Restated Bylaws of the Registrant (4)
10.20		Amendment No. 6 to Amended and Restated Credit Agreement dated as of June 7, 2023*
10.21		Waiver and Fifth Amendment to Loan and Servicing Agreement, dated as of August 4, 2023, among TCPC Funding II, LLC, as borrower, Special Value Continuation Partners LLC, as servicer, Morgan Stanley Asset Funding Inc., as administrative agent, and Morgan Stanley Bank, N.A. and City National Bank, as lenders (5)
10.22		Second Amended and Restated Investment Management Agreement between BlackRock TCP Capital Corp. and Tennenbaum Capital Partners, LLC, dated as of September 6, 2023(6)
10.23		Fee Waiver Agreement between BlackRock TCP Capital Corp. and Tennenbaum Capital Partners, LLC, dated as of September 6, 2023(7)
31.1		Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934*
31.2		Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934*
32.1		Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U. S.C. 1350)*

* Filed herewith.

(1)

Incorporated by reference to Exhibit 2.1 filed with the Registrant’s Current Report on Form 8-K (File No. 814-00899) filed on
September 6, 2023

(2)

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

(3)

Incorporated by reference to Exhibit 99.2 to the Registrant’s Form 8-K, filed on August 2, 2018

(4)

Incorporated by reference to Exhibit 99.3 to the Registrant’s Form 8-K, filed on August 2, 2018

(5)

Incorporated by reference to Exhibit 10.1 filed with the Registrant’s Current Report on Form 8-K (File No. 814-00899) filed on
August 8, 2023

(6)

Incorporated by reference to Exhibit 10.1 filed with the Registrant’s Current Report on Form 8-K (File No. 814-00899) filed on
September 6, 2023

(7)

Incorporated by reference to Exhibit 10.2 filed with the Registrant’s Current Report on Form 8-K (File No. 814-00899) filed on
September 6, 2023

SIGN ATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

BlackRock TCP Capital Corp.


Date: November 2, 2023
	By:	/s/ Rajneesh Vig
	Name:	Rajneesh Vig
	Title:	Chief Executive Officer
Date: November 2, 2023
	By:	/s/ Erik L. Cuellar
	Name:	Erik L. Cuellar
	Title:	Chief Financial Officer

TABLE OF CONTENTS

Item 2. Management S Discussion and Analysis Of Financial Condition and Results Of Operations Item 2. Management S Discussion and Analysis Item 3. Quantitative and Qualitative Disclosures About Market Risk Item 3. Quantitative and Qualitative Item 4. Controls and Procedures Part II - Other Information Item 1. Legal Proceedings Item 1. Legal Item 1A. Risk Factors Item 2: Unregistered Sales Of Equity Securities, Use Of Proceeds, and Issuer Purchases Of Equity Securities Item 3: Default Upon Senior Securities Item 4. Mine Safety Disclosures Item 5. Other Information Item 6. Exhibits

Exhibits

2.1 Agreement and Plan of Merger among BlackRock Capital Investment Corporation, BlackRock TCP Capital Corp., BCICMerger Sub, LLC and, for the limited purposes set forth therein, BlackRock Capital Investment Advisors, LLC andTennenbaum Capital Partners, LLC, dated as of September 6, 2023(1) 3.1 Certificate of Incorporation of the Registrant (2) 3.2 Certificate of Amendment to the Certificate of Incorporation of the Registrant (3) 3.3 Amended and Restated Bylaws of the Registrant (4) 10.20 Amendment No. 6 to Amended and Restated Credit Agreement dated as of June 7, 2023* 10.21 Waiver and Fifth Amendment to Loan and Servicing Agreement, dated as of August 4, 2023, among TCPC Funding II, LLC, as borrower, Special Value Continuation Partners LLC, as servicer, Morgan Stanley Asset Funding Inc., as administrative agent, and Morgan Stanley Bank, N.A. and City National Bank, as lenders (5) 10.22 Second Amended and Restated Investment Management Agreement between BlackRock TCP Capital Corp. andTennenbaum Capital Partners, LLC, dated as of September 6, 2023(6) 10.23 Fee Waiver Agreement between BlackRock TCP Capital Corp. and Tennenbaum Capital Partners, LLC, dated as ofSeptember 6, 2023(7) 31.1 Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934* 31.2 Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934* 32.1 Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U. S.C. 1350)*

TCPC 10-Q Quarter ended Sept. 30, 2023

Exhibits