Attached files
| file | filename |
|---|---|
| EX-32.1 - EX-32.1 - BlackRock TCP Capital Corp. | tcpc-ex321_6.htm |
| EX-31.2 - EX-31.2 - BlackRock TCP Capital Corp. | tcpc-ex312_8.htm |
| EX-31.1 - EX-31.1 - BlackRock TCP Capital Corp. | tcpc-ex311_9.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
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☒ |
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
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For the Quarter Ended March 31, 2021 |
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☐ |
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)
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Delaware |
56-2594706 |
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(State or Other Jurisdiction of Incorporation) |
(IRS Employer Identification No.) |
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2951 28th Street, Suite 1000 |
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Santa Monica, California |
90405 |
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(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 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):
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Large accelerated filer |
☒ |
Accelerated filer |
☐ |
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Non-accelerated filer |
☐ |
Smaller Reporting company |
☐ |
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Emerging growth company |
☐ |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with a new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes ☐ No ☒
The number of shares of the Registrant’s common stock, $0.001 par value, outstanding as of May 5, 2021 was 57,767,264.
BLACKROCK TCP CAPITAL CORP.
FORM 10-Q
FOR THE THREE MONTHS ENDED MARCH 31, 2021
TABLE OF CONTENTS
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Part I. |
Financial Information |
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Item 1. |
Financial Statements |
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2 |
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Consolidated Schedule of Investments as of March 31, 2021 (unaudited) and December 31, 2020 |
3 |
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20 |
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21 |
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22 |
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23 |
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45 |
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49 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
51 |
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Item 3. |
63 |
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Item 4. |
65 |
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Part II. |
Other Information |
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Item 1. |
66 |
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Item 1A. |
66 |
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Item 2. |
66 |
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Item 3. |
66 |
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Item 4. |
66 |
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Item 5. |
66 |
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Item 6. |
67 |
1
BlackRock TCP Capital Corp.
Consolidated Statements of Assets and Liabilities
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March 31, 2021 |
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December 31, 2020 |
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(unaudited) |
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Assets |
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Investments, at fair value: |
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Companies less than 5% owned (cost of $1,567,141,129 and $1,473,322,720, respectively) |
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$ |
1,562,681,963 |
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$ |
1,461,610,769 |
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Companies 5% to 25% owned (cost of $64,426,152 and $63,114,875, respectively) |
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78,029,033 |
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68,927,182 |
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Companies more than 25% owned (cost of $133,198,968 and $136,332,302, respectively) |
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94,680,469 |
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99,026,531 |
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Total investments (cost of $1,764,766,249 and $1,672,769,897, respectively) |
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1,735,391,465 |
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1,629,564,482 |
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Cash and cash equivalents |
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14,254,843 |
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20,006,580 |
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Accrued interest income: |
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Companies less than 5% owned |
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17,487,324 |
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15,557,669 |
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Companies 5% to 25% owned |
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368 |
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368 |
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Companies more than 25% owned |
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13,611 |
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13,611 |
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Receivable for investments sold |
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28,013,848 |
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278,737 |
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Deferred debt issuance costs |
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4,694,912 |
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4,984,388 |
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Prepaid expenses and other assets |
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2,015,670 |
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1,581,320 |
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Total assets |
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1,801,872,041 |
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1,671,987,155 |
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Liabilities |
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Debt, net of unamortized issuance costs of $7,624,815 and $6,308,172, respectively |
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982,981,862 |
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850,016,199 |
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Payable for investments purchased |
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18,485,554 |
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33,275,348 |
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Management and advisory fees payable |
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5,870,930 |
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5,753,347 |
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Incentive compensation payable |
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4,691,455 |
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5,020,794 |
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Interest payable |
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3,684,843 |
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9,886,085 |
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Reimbursements due to the Advisor |
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1,312,863 |
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1,344,756 |
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Accrued expenses and other liabilities |
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1,703,313 |
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1,704,048 |
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Total liabilities |
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1,018,730,820 |
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907,000,577 |
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Commitments and contingencies (Note 5) |
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Net assets |
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$ |
783,141,221 |
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$ |
764,986,578 |
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Composition of net assets applicable to common shareholders |
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Common stock, $0.001 par value; 200,000,000 shares authorized, 57,767,264 and 57,767,264 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively |
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$ |
57,767 |
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$ |
57,767 |
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Paid-in capital in excess of par |
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979,973,202 |
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979,973,202 |
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Distributable earnings (loss) |
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(196,889,748 |
) |
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(215,044,391 |
) |
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Net assets |
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$ |
783,141,221 |
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$ |
764,986,578 |
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Net assets per share |
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$ |
13.56 |
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$ |
13.24 |
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See accompanying notes to the consolidated financial statements.
2
BlackRock TCP Capital Corp.
Consolidated Schedule of Investments (Unaudited)
March 31, 2021
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Issuer |
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Instrument |
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Ref |
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Floor |
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Spread |
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Total Coupon |
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Maturity |
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Principal |
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Cost |
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Fair Value |
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% of Total Cash and Investments |
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Notes |
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Debt Investments (A) |
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Aerospace and Defense |
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Unanet, Inc. |
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First Lien Delayed Draw Term Loan |
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LIBOR(M) |
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0.00 |
% |
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6.25 |
% |
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6.38 |
% |
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5/31/2024 |
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$ |
5,127,551 |
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$ |
5,076,107 |
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$ |
5,127,551 |
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0.29 |
% |
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N |
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Unanet, Inc. |
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First Lien Term Loan |
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LIBOR(M) |
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0.00 |
% |
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6.25 |
% |
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6.38 |
% |
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5/31/2024 |
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$ |
19,897,959 |
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19,759,936 |
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19,897,959 |
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1.14 |
% |
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N |
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Unanet, Inc. |
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Sr Secured Revolver |
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LIBOR(M) |
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0.00 |
% |
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6.25 |
% |
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6.38 |
% |
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5/31/2024 |
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$ |
2,448,980 |
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2,432,898 |
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2,448,980 |
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0.14 |
% |
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N |
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27,268,941 |
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27,474,490 |
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1.57 |
% |
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Airlines |
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Epic Aero, Inc |
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Unsecured Note |
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Fixed |
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0.00 |
% |
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2.00 |
% |
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2.00 |
% |
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12/31/2022 |
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$ |
6,467,143 |
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6,467,143 |
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6,156,721 |
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0.35 |
% |
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N |
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Mesa Airlines, Inc. |
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Aircraft Acquisition Incremental Loan |
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LIBOR(M) |
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2.00 |
% |
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5.00 |
% |
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7.00 |
% |
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9/27/2023 |
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$ |
1,770,080 |
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1,755,678 |
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1,754,150 |
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0.10 |
% |
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N |
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Mesa Airlines, Inc. |
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Aircraft Acquisition Loan |
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LIBOR(M) |
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2.00 |
% |
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5.00 |
% |
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7.00 |
% |
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6/5/2023 |
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$ |
13,939,383 |
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13,836,868 |
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13,869,687 |
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0.79 |
% |
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N |
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One Sky Flight, LLC |
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First Lien Term Loan |
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LIBOR(Q) |
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1.00 |
% |
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7.50 |
% |
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8.50 |
% |
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12/27/2024 |
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$ |
18,500,000 |
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18,205,645 |
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18,685,000 |
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1.07 |
% |
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N |
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40,265,334 |
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40,465,558 |
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2.31 |
% |
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Automobiles |
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ALCV Purchaser, Inc. |
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First Lien Term Loan |
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LIBOR(Q) |
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1.00 |
% |
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6.75 |
% |
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7.75 |
% |
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2/25/2026 |
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$ |
9,092,214 |
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8,955,831 |
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8,955,831 |
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0.51 |
% |
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N |
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ALCV Purchaser, Inc. |
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First Lien Revolver |
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LIBOR(Q) |
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1.00 |
% |
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6.75 |
% |
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7.75 |
% |
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2/25/2026 |
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$ |
- |
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(9,945 |
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(9,945 |
) |
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— |
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K/N |
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Autoalert Acquisition Co, LLC |
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First Lien Incremental Term Loan |
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LIBOR(Q) |
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1.25 |
% |
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8.75 |
% |
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10.00 |
% |
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1/1/2023 |
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$ |
41,207,522 |
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41,143,452 |
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38,611,448 |
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2.21 |
% |
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N |
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Autoalert Acquisition Co, LLC |
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First Lien Term Loan |
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LIBOR(Q) |
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1.25 |
% |
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8.75 |
% |
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10.00 |
% |
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1/1/2023 |
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$ |
16,307,846 |
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16,254,541 |
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15,280,452 |
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0.87 |
% |
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N |
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66,343,879 |
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62,837,786 |
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3.59 |
% |
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Building Products |
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Dodge Data & Analytics, LLC |
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First Lien Delayed Draw Term Loan |
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LIBOR(Q) |
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1.00 |
% |
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7.00 |
% |
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8.00 |
% |
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6/1/2021 |
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$ |
804,530 |
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|
804,269 |
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804,530 |
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0.05 |
% |
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N |
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Dodge Data & Analytics, LLC |
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First Lien Term Loan |
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LIBOR(Q) |
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1.00 |
% |
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7.00 |
% |
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8.00 |
% |
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6/1/2021 |
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$ |
32,544,408 |
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32,498,120 |
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32,544,408 |
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1.86 |
% |
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N |
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33,302,389 |
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33,348,938 |
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1.91 |
% |
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Capital Markets |
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HighTower Holding, LLC |
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Second Lien Term Loan |
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LIBOR(Q) |
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1.00 |
% |
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8.75 |
% |
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|
9.75 |
% |
|
1/31/2026 |
|
$ |
15,080,645 |
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|
14,793,416 |
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|
15,080,645 |
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|
0.86 |
% |
|
N |
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HighTower Holding, LLC |
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Second Lien Delayed Draw Term Loan |
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LIBOR(Q) |
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1.00 |
% |
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8.75 |
% |
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|
9.75 |
% |
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1/31/2026 |
|
$ |
6,169,355 |
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|
6,080,503 |
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6,169,355 |
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0.35 |
% |
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N |
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HighTower Holdings |
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Second Lien Term Loan |
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LIBOR(Q) |
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1.00 |
% |
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|
8.75 |
% |
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9.75 |
% |
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1/31/2026 |
|
$ |
6,249,999 |
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6,136,341 |
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6,249,999 |
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0.36 |
% |
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N |
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Pico Quantitative Trading, LLC |
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First Lien Term Loan (1.0% Exit Fee) |
|
LIBOR(Q) |
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1.50 |
% |
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|
7.25 |
% |
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|
8.75 |
% |
|
2/7/2025 |
|
$ |
21,791,007 |
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|
21,014,790 |
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22,008,917 |
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1.26 |
% |
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L/N |
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48,025,050 |
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49,508,916 |
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2.83 |
% |
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|
Commercial Services and Supplies |
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|
Kellermeyer Bergensons Services, LLC |
|
First Lien Delayed Draw Term Loan A |
|
LIBOR(Q) |
|
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1.00 |
% |
|
|
6.50 |
% |
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|
7.50 |
% |
|
11/7/2026 |
|
$ |
1,419,935 |
|
|
|
1,408,444 |
|
|
|
1,434,134 |
|
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|
0.08 |
% |
|
N |
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Kellermeyer Bergensons Services, LLC |
|
First Lien Delayed Draw Term Loan B |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
6.50 |
% |
|
|
7.50 |
% |
|
11/7/2026 |
|
$ |
370,180 |
|
|
|
354,558 |
|
|
|
389,764 |
|
|
|
0.02 |
% |
|
N |
|
Kellermeyer Bergensons Services, LLC |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
6.50 |
% |
|
|
7.50 |
% |
|
11/7/2026 |
|
$ |
6,454,248 |
|
|
|
6,407,365 |
|
|
|
6,518,791 |
|
|
|
0.37 |
% |
|
N |
|
Team Software, Inc. |
|
First Lien Incremental Term Loan |
|
LIBOR(Q) |
|
|
0.00 |
% |
|
|
5.50 |
% |
|
|
5.75 |
% |
|
9/17/2023 |
|
$ |
7,220,080 |
|
|
|
7,150,978 |
|
|
|
7,263,401 |
|
|
|
0.42 |
% |
|
N |
|
Team Software, Inc. |
|
First Lien Revolver |
|
LIBOR(Q) |
|
|
0.00 |
% |
|
|
5.50 |
% |
|
|
5.75 |
% |
|
9/17/2023 |
|
$ |
1,053,363 |
|
|
|
1,027,066 |
|
|
|
1,053,363 |
|
|
|
0.06 |
% |
|
N |
|
Team Software, Inc. |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
0.00 |
% |
|
|
5.50 |
% |
|
|
5.75 |
% |
|
9/17/2023 |
|
$ |
13,167,038 |
|
|
|
13,063,120 |
|
|
|
13,246,040 |
|
|
|
0.76 |
% |
|
N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29,411,531 |
|
|
|
29,905,493 |
|
|
|
1.71 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Communications Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Avanti Communications Jersey Limited (United Kingdom) |
|
1.25 Lien Term Loan |
|
Fixed |
|
|
0.00 |
% |
|
12.50% PIK |
|
|
|
12.50 |
% |
|
5/24/2021 |
|
$ |
240,021 |
|
|
|
240,021 |
|
|
|
240,021 |
|
|
|
0.01 |
% |
|
H/N |
|
|
Avanti Communications Jersey Limited (United Kingdom) |
|
1.5 Lien Delayed Draw Term Loan |
|
Fixed |
|
|
0.00 |
% |
|
12.50% PIK |
|
|
|
12.50 |
% |
|
5/24/2021 |
|
$ |
1,415,763 |
|
|
|
1,415,763 |
|
|
|
1,415,763 |
|
|
|
0.08 |
% |
|
H/N |
|
|
Avanti Communications Jersey Limited (United Kingdom) |
|
1.5 Lien Term Loan |
|
Fixed |
|
|
0.00 |
% |
|
12.50% PIK |
|
|
|
12.50 |
% |
|
5/24/2021 |
|
$ |
329,723 |
|
|
|
318,977 |
|
|
|
329,723 |
|
|
|
0.02 |
% |
|
H/N |
|
|
Avanti Communications Jersey Limited (United Kingdom) |
|
1.125 Lien Term Loan |
|
Fixed |
|
|
0.00 |
% |
|
12.50% PIK |
|
|
|
12.50 |
% |
|
6/30/2022 |
|
$ |
763,304 |
|
|
|
763,304 |
|
|
|
763,304 |
|
|
|
0.04 |
% |
|
H/N |
|
|
Avanti Communications Group, PLC (United Kingdom) |
|
Sr New Money Initial Note |
|
Fixed |
|
|
0.00 |
% |
|
9.00% PIK |
|
|
|
— |
|
|
10/1/2022 |
|
$ |
1,592,934 |
|
|
|
1,591,586 |
|
|
|
603,722 |
|
|
|
0.03 |
% |
|
C/E/G/H/N |
|
|
Avanti Communications Group, PLC (United Kingdom) |
|
Sr Second-Priority PIK Toggle Note |
|
Fixed |
|
|
0.00 |
% |
|
9.00% PIK |
|
|
|
— |
|
|
10/1/2022 |
|
$ |
4,064,721 |
|
|
|
4,064,219 |
|
|
|
1,540,529 |
|
|
|
0.09 |
% |
|
C/E/G/H/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,393,870 |
|
|
|
4,893,062 |
|
|
|
0.27 |
% |
|
|
3
BlackRock TCP Capital Corp.
Consolidated Schedule of Investments (Unaudited) (Continued)
March 31, 2021
|
Issuer |
|
Instrument |
|
Ref |
|
Floor |
|
|
Spread |
|
|
Total Coupon |
|
|
Maturity |
|
Principal |
|
|
Cost |
|
|
Fair Value |
|
|
% of Total Cash and Investments |
|
|
Notes |
|||||||
|
Debt Investments (continued) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction and Engineering |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hylan Datacom & Electrical, LLC |
|
First Lien Incremental Term Loan |
|
LIBOR(M) |
|
|
1.00 |
% |
|
5.50% Cash + 4.50% PIK |
|
|
|
11.00 |
% |
|
7/25/2021 |
|
$ |
2,678,352 |
|
|
$ |
2,672,121 |
|
|
$ |
2,390,697 |
|
|
|
0.14 |
% |
|
N |
|
|
Hylan Datacom & Electrical, LLC |
|
First Lien Term Loan (3.15% Exit Fee) |
|
LIBOR(M) |
|
|
1.00 |
% |
|
5.50% Cash + 4.50% PIK |
|
|
|
11.00 |
% |
|
7/25/2021 |
|
$ |
14,824,817 |
|
|
|
14,815,348 |
|
|
|
13,232,632 |
|
|
|
0.76 |
% |
|
L/N |
|
|
Sunland Asphalt & Construction, LLC |
|
First Lien Delayed Draw Term Loan |
|
LIBOR(M) |
|
|
1.00 |
% |
|
|
6.00 |
% |
|
|
7.00 |
% |
|
1/13/2026 |
|
$ |
2,200,594 |
|
|
|
2,158,289 |
|
|
|
2,163,184 |
|
|
|
0.12 |
% |
|
N |
|
Sunland Asphalt & Construction, LLC |
|
First Lien Revolver |
|
LIBOR(M) |
|
|
1.00 |
% |
|
|
6.00 |
% |
|
|
7.00 |
% |
|
1/13/2022 |
|
$ |
598,684 |
|
|
|
577,283 |
|
|
|
575,680 |
|
|
|
0.03 |
% |
|
N |
|
Sunland Asphalt & Construction, LLC |
|
First Lien Term Loan |
|
LIBOR(M) |
|
|
1.00 |
% |
|
|
6.00 |
% |
|
|
7.00 |
% |
|
1/13/2026 |
|
$ |
6,544,518 |
|
|
|
6,419,769 |
|
|
|
6,433,262 |
|
|
|
0.37 |
% |
|
N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,642,810 |
|
|
|
24,795,455 |
|
|
|
1.42 |
% |
|
|
|
Consumer Finance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Auto Trakk SPV, LLC |
|
First Lien Delayed Draw Term Loan |
|
LIBOR(M) |
|
|
0.50 |
% |
|
|
6.50 |
% |
|
|
7.00 |
% |
|
12/21/2021 |
|
$ |
18,086,042 |
|
|
|
18,038,471 |
|
|
|
18,086,042 |
|
|
|
1.03 |
% |
|
N |
|
Barri Financial Group, LL |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
7.75 |
% |
|
|
8.75 |
% |
|
10/23/2024 |
|
$ |
15,370,923 |
|
|
|
15,084,127 |
|
|
|
15,524,632 |
|
|
|
0.89 |
% |
|
N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33,122,598 |
|
|
|
33,610,674 |
|
|
|
1.92 |
% |
|
|
|
Diversified Consumer Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Spark Networks, Inc. |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
1.50 |
% |
|
|
8.00 |
% |
|
|
9.50 |
% |
|
7/1/2023 |
|
$ |
19,295,062 |
|
|
|
18,881,595 |
|
|
|
19,057,732 |
|
|
|
1.09 |
% |
|
N |
|
Spark Networks, Inc. |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
1.50 |
% |
|
|
8.00 |
% |
|
|
9.50 |
% |
|
7/1/2023 |
|
$ |
1,179,906 |
|
|
|
1,148,961 |
|
|
|
1,165,393 |
|
|
|
0.07 |
% |
|
N |
|
Spark Networks, Inc. |
|
Sr Secured Revolver |
|
LIBOR(Q) |
|
|
1.50 |
% |
|
|
8.00 |
% |
|
|
9.50 |
% |
|
7/1/2023 |
|
$ |
- |
|
|
|
(19,958 |
) |
|
|
(9,556 |
) |
|
|
— |
|
|
K/N |
|
Thras.io, LLC |
|
First Lien Delayed Draw Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
7.00 |
% |
|
|
8.00 |
% |
|
12/18/2026 |
|
$ |
- |
|
|
|
(241,682 |
) |
|
|
198,795 |
|
|
|
0.01 |
% |
|
K/N |
|
Thras.io, LLC |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
7.00 |
% |
|
|
8.00 |
% |
|
12/18/2026 |
|
$ |
15,022,590 |
|
|
|
14,658,984 |
|
|
|
15,323,042 |
|
|
|
0.88 |
% |
|
K/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34,427,900 |
|
|
|
35,735,406 |
|
|
|
2.05 |
% |
|
|
|
Diversified Financial Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2-10 Holdco, Inc. |
|
First Lien Term Loan |
|
LIBOR(M) |
|
|
0.75 |
% |
|
|
6.00 |
% |
|
|
6.75 |
% |
|
3/26/2026 |
|
$ |
8,997,996 |
|
|
|
8,947,145 |
|
|
|
8,863,026 |
|
|
|
0.51 |
% |
|
N |
|
2-10 Holdco, Inc. |
|
Sr Secured Revolver |
|
LIBOR(M) |
|
|
0.75 |
% |
|
|
6.00 |
% |
|
|
6.75 |
% |
|
3/26/2026 |
|
|
— |
|
|
|
(5,628 |
) |
|
|
(15,030 |
) |
|
|
— |
|
|
K/N |
|
36th Street Capital Partners Holdings, LLC |
|
Senior Note |
|
Fixed |
|
|
0.00 |
% |
|
|
12.00 |
% |
|
|
12.00 |
% |
|
11/30/2025 |
|
$ |
40,834,419 |
|
|
|
40,834,419 |
|
|
|
40,834,419 |
|
|
|
2.33 |
% |
|
E/F/N |
|
Aretec Group, Inc. (Cetera) |
|
Second Lien Term Loan |
|
LIBOR(M) |
|
|
0.00 |
% |
|
|
8.25 |
% |
|
|
8.36 |
% |
|
10/1/2026 |
|
$ |
27,105,263 |
|
|
|
26,886,208 |
|
|
|
26,876,630 |
|
|
|
1.54 |
% |
|
G |
|
Credit Suisse AG (Cayman Islands) |
|
Asset-Backed Credit Linked Notes |
|
LIBOR(Q) |
|
|
0.00 |
% |
|
|
9.50 |
% |
|
|
9.69 |
% |
|
4/12/2025 |
|
$ |
38,000,000 |
|
|
|
38,000,000 |
|
|
|
31,122,000 |
|
|
|
1.78 |
% |
|
H/I/N |
|
GC Agile Holdings Limited (Apex) (England) |
|
First Lien Delayed Term Loan B |
|
LIBOR(Q) |
|
|
1.25 |
% |
|
|
7.00 |
% |
|
|
8.25 |
% |
|
6/15/2025 |
|
$ |
18,740,726 |
|
|
|
18,462,499 |
|
|
|
18,717,492 |
|
|
|
1.07 |
% |
|
H/N |
|
GC Agile Holdings Limited (Apex) (England) |
|
First Lien Term Loan A |
|
LIBOR(Q) |
|
|
1.25 |
% |
|
|
7.00 |
% |
|
|
8.25 |
% |
|
6/15/2025 |
|
$ |
814,489 |
|
|
|
802,725 |
|
|
|
812,942 |
|
|
|
0.05 |
% |
|
H/N |
|
Oasis Financial, LLC |
|
Second Lien Term Loan |
|
LIBOR(M) |
|
|
1.00 |
% |
|
|
8.50 |
% |
|
|
9.50 |
% |
|
7/5/2026 |
|
$ |
17,633,544 |
|
|
|
17,298,358 |
|
|
|
17,386,674 |
|
|
|
0.99 |
% |
|
N |
|
Worldremit Group Limited (United Kingdom) |
|
First Lien Term Loan |
|
LIBOR(M) |
|
|
1.00 |
% |
|
|
9.25 |
% |
|
|
10.25 |
% |
|
2/12/2025 |
|
$ |
43,629,951 |
|
|
|
42,788,034 |
|
|
|
41,884,753 |
|
|
|
2.39 |
% |
|
N/H |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
194,013,760 |
|
|
|
186,482,906 |
|
|
|
10.66 |
% |
|
|
|
Diversified Telecommunication Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Aventiv Technologies, Inc. (Securus) |
|
Second Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
8.25 |
% |
|
|
9.25 |
% |
|
11/1/2025 |
|
$ |
25,846,154 |
|
|
|
25,683,077 |
|
|
|
21,567,065 |
|
|
|
1.23 |
% |
|
|
|
Telarix, Inc. |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
6.00 |
% |
|
|
7.00 |
% |
|
11/19/2023 |
|
$ |
7,350,000 |
|
|
|
7,284,009 |
|
|
|
7,223,580 |
|
|
|
0.41 |
% |
|
N |
|
Telarix, Inc. |
|
Sr Secured Revolver |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
6.00 |
% |
|
|
7.00 |
% |
|
11/19/2023 |
|
$ |
- |
|
|
|
(2,927 |
) |
|
|
(6,143 |
) |
|
|
— |
|
|
K/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32,964,159 |
|
|
|
28,784,502 |
|
|
|
1.64 |
% |
|
|
|
Electric Utilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conergy Asia & ME Pte. Ltd (Singapore) |
|
First Lien Term Loan |
|
Fixed |
|
|
0.00 |
% |
|
|
— |
|
|
|
— |
|
|
6/30/2021 |
|
$ |
2,110,141 |
|
|
|
2,110,140 |
|
|
|
1,235,487 |
|
|
|
0.07 |
% |
|
D/F/H/N |
|
Kawa Solar Holdings Limited (Conergy) (Cayman Islands) |
|
Bank Guarantee Credit Facility |
|
Fixed |
|
|
0.00 |
% |
|
|
— |
|
|
|
— |
|
|
12/31/2021 |
|
$ |
6,578,877 |
|
|
|
6,578,877 |
|
|
|
203,287 |
|
|
|
0.01 |
% |
|
D/F/H/N |
|
Kawa Solar Holdings Limited (Conergy) (Cayman Islands) |
|
Revolving Credit Facility |
|
Fixed |
|
|
0.00 |
% |
|
|
— |
|
|
|
— |
|
|
12/31/2021 |
|
$ |
5,535,517 |
|
|
|
5,535,517 |
|
|
|
2,101,836 |
|
|
|
0.12 |
% |
|
D/F/H/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,224,534 |
|
|
|
3,540,610 |
|
|
|
0.20 |
% |
|
|
|
Electrical Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TCFI Amteck Holdings, LLC |
|
First Lien Delayed Draw Term Loan |
|
LIBOR(Q) |
|
|
0.00 |
% |
|
|
6.25 |
% |
|
|
6.50 |
% |
|
12/31/2024 |
|
$ |
519,554 |
|
|
|
514,234 |
|
|
|
523,763 |
|
|
|
0.03 |
% |
|
N |
|
TCFI Amteck Holdings, LLC |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
0.00 |
% |
|
|
6.25 |
% |
|
|
6.50 |
% |
|
12/31/2024 |
|
$ |
8,613,045 |
|
|
|
8,523,773 |
|
|
|
8,682,811 |
|
|
|
0.50 |
% |
|
N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,038,007 |
|
|
|
9,206,574 |
|
|
|
0.53 |
% |
|
|
|
Energy Equipment and Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sphera Solutions, Inc. (Diamondback) |
|
First Lien FILO Term Loan B |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
7.75 |
% |
|
|
8.75 |
% |
|
6/14/2023 |
|
$ |
23,317,958 |
|
|
|
23,088,114 |
|
|
|
23,457,866 |
|
|
|
1.34 |
% |
|
N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4
BlackRock TCP Capital Corp.
Consolidated Schedule of Investments (Unaudited) (Continued)
March 31, 2021
|
Issuer |
|
Instrument |
|
Ref |
|
Floor |
|
|
Spread |
|
|
Total Coupon |
|
|
Maturity |
|
Principal |
|
|
Cost |
|
|
Fair |
|
|
% of Total Cash and Investments |
|
|
Notes |
|||||||
|
Debt Investments (continued) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Health Care Technology |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CAREATC, Inc. |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
7.25 |
% |
|
|
8.25 |
% |
|
3/14/2024 |
|
$ |
8,448,895 |
|
|
$ |
8,340,026 |
|
|
$ |
8,533,384 |
|
|
|
0.49 |
% |
|
N |
|
CAREATC, Inc. |
|
Sr Secured Revolver |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
7.25 |
% |
|
|
8.25 |
% |
|
3/14/2024 |
|
$ |
- |
|
|
|
(7,321 |
) |
|
|
— |
|
|
|
— |
|
|
K/N |
|
Edifecs, Inc. |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
7.50 |
% |
|
|
8.50 |
% |
|
9/21/2026 |
|
$ |
1,388,889 |
|
|
|
1,357,056 |
|
|
|
1,427,778 |
|
|
|
0.08 |
% |
|
N |
|
Sandata Technologies, LLC |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
0.00 |
% |
|
|
6.00 |
% |
|
|
6.25 |
% |
|
7/23/2024 |
|
$ |
20,250,000 |
|
|
|
20,034,311 |
|
|
|
20,128,500 |
|
|
|
1.15 |
% |
|
N |
|
Sandata Technologies, LLC |
|
Sr Secured Revolver |
|
LIBOR(Q) |
|
|
0.00 |
% |
|
|
6.00 |
% |
|
|
6.25 |
% |
|
7/23/2024 |
|
$ |
- |
|
|
|
(23,052 |
) |
|
|
(13,500 |
) |
|
|
— |
|
|
K/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29,701,020 |
|
|
|
30,076,162 |
|
|
|
1.72 |
% |
|
|
|
Healthcare Providers and Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
TEAM Services Group |
|
Second Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
9.00 |
% |
|
|
10.00 |
% |
|
11/13/2028 |
|
$ |
25,000,000 |
|
|
|
24,222,118 |
|
|
|
24,937,500 |
|
|
|
1.43 |
% |
|
N |
|
Tempus (Epic Staffing) |
|
First Lien Delayed Draw Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
6.25 |
% |
|
|
7.25 |
% |
|
2/5/2027 |
|
$ |
- |
|
|
|
(15,758 |
) |
|
|
(15,811 |
) |
|
|
— |
|
|
K/N |
|
Tempus (Epic Staffing) |
|
First Lien Delayed Draw Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
6.25 |
% |
|
|
7.25 |
% |
|
2/5/2027 |
|
$ |
3,557,432 |
|
|
|
3,476,068 |
|
|
|
3,475,743 |
|
|
|
0.20 |
% |
|
N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27,682,428 |
|
|
|
28,397,432 |
|
|
|
1.63 |
% |
|
|
|
Hotels, Restaurants and Leisure |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fishbowl, Inc. |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
0.00 |
% |
|
|
9.75 |
% |
|
|
10.00 |
% |
|
1/26/2022 |
|
$ |
26,270,501 |
|
|
|
26,144,468 |
|
|
|
15,630,948 |
|
|
|
0.89 |
% |
|
N |
|
Pegasus Business Intelligence, LP (Onyx Centersource) |
|
First Lien Incremental Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
6.25 |
% |
|
|
9.25 |
% |
|
12/20/2021 |
|
$ |
5,634,101 |
|
|
|
5,738,761 |
|
|
|
4,828,425 |
|
|
|
0.28 |
% |
|
N |
|
Pegasus Business Intelligence, LP (Onyx Centersource) |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
6.25 |
% |
|
|
9.25 |
% |
|
12/20/2021 |
|
$ |
13,473,657 |
|
|
|
13,705,443 |
|
|
|
11,546,924 |
|
|
|
0.66 |
% |
|
N |
|
Pegasus Business Intelligence, LP (Onyx Centersource) |
|
Revolver |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
6.25 |
% |
|
|
9.25 |
% |
|
12/20/2021 |
|
$ |
671,356 |
|
|
|
682,956 |
|
|
|
575,352 |
|
|
|
0.03 |
% |
|
N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
46,271,628 |
|
|
|
32,581,649 |
|
|
|
1.86 |
% |
|
|
|
Insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AmeriLife Holdings, LLC |
|
Second Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
8.50 |
% |
|
|
9.50 |
% |
|
3/18/2028 |
|
$ |
21,356,400 |
|
|
|
20,966,452 |
|
|
|
21,270,975 |
|
|
|
1.22 |
% |
|
N |
|
AmeriLife Holdings, LLC |
|
Second Lien Incremental Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
8.50 |
% |
|
|
9.50 |
% |
|
3/18/2028 |
|
$ |
7,454,593 |
|
|
|
7,330,107 |
|
|
|
7,424,774 |
|
|
|
0.42 |
% |
|
N |
|
IT Parent |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
6.25 |
% |
|
|
7.25 |
% |
|
10/1/2026 |
|
$ |
4,364,063 |
|
|
|
4,284,402 |
|
|
|
4,385,883 |
|
|
|
0.25 |
% |
|
N |
|
IT Parent |
|
Sr Secured Revolver |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
6.25 |
% |
|
|
7.25 |
% |
|
10/1/2026 |
|
$ |
- |
|
|
|
(11,534 |
) |
|
|
— |
|
|
|
— |
|
|
K/N |
|
IT Parent, LLC |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
6.25 |
% |
|
|
7.25 |
% |
|
10/1/2026 |
|
$ |
556,388 |
|
|
|
545,333 |
|
|
|
559,170 |
|
|
|
0.03 |
% |
|
N |
|
Peter C. Foy & Associates Insurance Services, LLC |
|
First Lien Delayed Draw Term Loan |
|
LIBOR(M) |
|
|
1.00 |
% |
|
|
6.25 |
% |
|
|
7.25 |
% |
|
3/31/2026 |
|
$ |
- |
|
|
|
(79,156 |
) |
|
|
(80,000 |
) |
|
|
— |
|
|
K/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33,035,604 |
|
|
|
33,560,802 |
|
|
|
1.92 |
% |
|
|
|
Internet and Catalog Retail |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Live Auctioneers LLC |
|
First Lien Last Out B-2 Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
6.76 |
% |
|
|
7.76 |
% |
|
5/21/2025 |
|
$ |
13,784,980 |
|
|
|
13,574,893 |
|
|
|
13,867,690 |
|
|
|
0.79 |
% |
|
N |
|
Live Auctioneers LLC |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
6.76 |
% |
|
|
7.76 |
% |
|
5/21/2025 |
|
$ |
5,384,635 |
|
|
|
5,284,589 |
|
|
|
5,416,943 |
|
|
|
0.31 |
% |
|
N |
|
Syndigo, LLC |
|
Second Lien Term Loan |
|
LIBOR(Q) |
|
|
0.75 |
% |
|
|
8.00 |
% |
|
|
8.75 |
% |
|
12/14/2028 |
|
$ |
12,141,870 |
|
|
|
11,966,484 |
|
|
|
12,202,579 |
|
|
|
0.70 |
% |
|
N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,825,966 |
|
|
|
31,487,212 |
|
|
|
1.80 |
% |
|
|
|
Internet Software and Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquia Inc. |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
7.00 |
% |
|
|
8.00 |
% |
|
11/1/2025 |
|
$ |
16,648,997 |
|
|
|
16,381,522 |
|
|
|
16,898,731 |
|
|
|
0.97 |
% |
|
N |
|
Acquia Inc. |
|
Sr Secured Revolver |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
7.00 |
% |
|
|
8.00 |
% |
|
11/1/2025 |
|
$ |
144,303 |
|
|
|
116,670 |
|
|
|
144,303 |
|
|
|
0.01 |
% |
|
K/N |
|
Domo, Inc. |
|
First Lien Delayed Draw Term Loan (7.0% Exit Fee) |
|
LIBOR(M) |
|
|
1.50 |
% |
|
5.50% Cash + 2.50% PIK |
|
|
|
9.50 |
% |
|
4/1/2025 |
|
$ |
53,799,090 |
|
|
|
53,688,367 |
|
|
|
54,283,281 |
|
|
|
3.10 |
% |
|
L/N |
|
|
Domo, Inc. |
|
First Lien Term Loan |
|
LIBOR(M) |
|
|
0.00 |
% |
|
9.50% PIK |
|
|
|
9.50 |
% |
|
4/1/2025 |
|
$ |
2,628,420 |
|
|
|
138,542 |
|
|
|
2,652,076 |
|
|
|
0.15 |
% |
|
N |
|
|
FinancialForce.com, Inc. |
|
First Lien Delayed Draw Term Loan (3.0% Exit Fee) |
|
LIBOR(M) |
|
|
2.75 |
% |
|
|
6.75 |
% |
|
|
9.50 |
% |
|
2/1/2024 |
|
$ |
28,000,000 |
|
|
|
27,658,845 |
|
|
|
28,252,000 |
|
|
|
1.61 |
% |
|
L/N |
|
FinancialForce.com, Inc. |
|
First Lien Delayed Draw Term Loan (3.0% Exit Fee) |
|
LIBOR(M) |
|
|
2.75 |
% |
|
|
6.75 |
% |
|
|
9.50 |
% |
|
2/1/2024 |
|
$ |
- |
|
|
|
(88,407 |
) |
|
|
85,500 |
|
|
|
— |
|
|
K/L/N |
|
Foursquare Labs, Inc. |
|
First Lien Term Loan (5.0% Exit Fee) |
|
LIBOR(M) |
|
|
2.19 |
% |
|
|
7.25 |
% |
|
|
9.44 |
% |
|
10/1/2022 |
|
$ |
33,750,000 |
|
|
|
33,584,749 |
|
|
|
33,817,500 |
|
|
|
1.93 |
% |
|
L/N |
|
Foursquare Labs, Inc. |
|
First Lien Incremental Term Loan |
|
LIBOR(M) |
|
|
2.19 |
% |
|
|
7.25 |
% |
|
|
9.44 |
% |
|
10/1/2022 |
|
$ |
7,500,000 |
|
|
|
7,316,879 |
|
|
|
7,477,500 |
|
|
|
0.43 |
% |
|
N |
|
Foursquare |
|
First Lien Term Loan |
|
LIBOR(M) |
|
|
2.19 |
% |
|
|
7.25 |
% |
|
|
9.44 |
% |
|
5/1/2023 |
|
$ |
2,500,000 |
|
|
|
2,478,639 |
|
|
|
2,547,500 |
|
|
|
0.15 |
% |
|
N |
|
Metricstream, Inc |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
8.00 |
% |
|
|
9.00 |
% |
|
9/28/2024 |
|
$ |
23,104,483 |
|
|
|
22,703,185 |
|
|
|
22,711,707 |
|
|
|
1.30 |
% |
|
N |
|
Metricstream, Inc. |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
8.00 |
% |
|
|
9.00 |
% |
|
9/28/2024 |
|
$ |
3,554,536 |
|
|
|
3,483,546 |
|
|
|
3,494,109 |
|
|
|
0.20 |
% |
|
N |
|
Persado, Inc. |
|
First Lien Delayed Term Loan (4.25% Exit Fee) |
|
LIBOR(M) |
|
|
1.80 |
% |
|
|
7.00 |
% |
|
|
8.80 |
% |
|
2/1/2025 |
|
$ |
8,782,078 |
|
|
|
8,714,848 |
|
|
|
8,685,475 |
|
|
|
0.50 |
% |
|
L/N |
|
Quartz Holding Company (Quick Base) |
|
Second Lien Term Loan |
|
LIBOR(M) |
|
|
0.00 |
% |
|
|
8.00 |
% |
|
|
8.11 |
% |
|
4/2/2027 |
|
$ |
9,903,019 |
|
|
|
9,737,470 |
|
|
|
9,816,367 |
|
|
|
0.56 |
% |
|
N |
|
ResearchGate GmBH (Germany) |
|
First Lien Term Loan (4.0% Exit Fee) |
|
EURIBOR(Q) |
|
|
0.00 |
% |
|
|
8.55 |
% |
|
|
8.55 |
% |
|
10/1/2022 |
|
$ |
6,714,000 |
|
|
|
8,058,149 |
|
|
|
8,573,814 |
|
|
|
0.49 |
% |
|
H/L/N/O |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
193,973,004 |
|
|
|
199,439,863 |
|
|
|
11.40 |
% |
|
|
5
BlackRock TCP Capital Corp.
Consolidated Schedule of Investments (Unaudited) (Continued)
March 31, 2021
|
Issuer |
|
Instrument |
|
Ref |
|
Floor |
|
|
Spread |
|
|
Total Coupon |
|
|
Maturity |
|
Principal |
|
|
Cost |
|
|
Fair |
|
|
% of Total Cash and Investments |
|
|
Notes |
|||||||
|
Debt Investments (continued) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IT Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Idera, Inc |
|
Second Lien Term Loan |
|
LIBOR(M) |
|
|
0.75 |
% |
|
|
6.75 |
% |
|
|
7.50 |
% |
|
2/4/2029 |
|
$ |
- |
|
|
$ |
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
|
Puppet, Inc. |
|
First Lien Term Loan (3.0% Exit Fee) |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
8.50 |
% |
|
|
9.50 |
% |
|
6/19/2023 |
|
$ |
13,930,936 |
|
|
|
13,642,195 |
|
|
|
13,735,903 |
|
|
|
0.79 |
% |
|
L/N |
|
Xactly Corporation |
|
First Lien Incremental Term Loan B |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
7.25 |
% |
|
|
8.25 |
% |
|
7/31/2022 |
|
$ |
4,996,644 |
|
|
|
4,952,859 |
|
|
|
4,996,644 |
|
|
|
0.29 |
% |
|
N |
|
Xactly Corporation |
|
First Lien Incremental Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
7.25 |
% |
|
|
8.25 |
% |
|
7/31/2022 |
|
$ |
2,726,918 |
|
|
|
2,709,005 |
|
|
|
2,726,918 |
|
|
|
0.16 |
% |
|
N |
|
Xactly Corporation |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
7.25 |
% |
|
|
8.25 |
% |
|
7/31/2022 |
|
$ |
6,948,120 |
|
|
|
6,907,320 |
|
|
|
6,948,120 |
|
|
|
0.40 |
% |
|
N |
|
Xactly Corporation |
|
Sr Secured Revolver |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
7.25 |
% |
|
|
8.25 |
% |
|
7/31/2022 |
|
$ |
- |
|
|
|
(4,584 |
) |
|
|
— |
|
|
|
— |
|
|
K/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28,206,795 |
|
|
|
28,407,585 |
|
|
|
1.64 |
% |
|
|
|
Leisure Products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Blue Star Sports Holdings, Inc. |
|
First Lien Delayed Draw Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
5.75% cash + 2% PIK |
|
|
|
8.75 |
% |
|
6/15/2024 |
|
$ |
57,420 |
|
|
|
56,764 |
|
|
|
55,330 |
|
|
|
— |
|
|
N |
|
|
Blue Star Sports Holdings, Inc. |
|
First Lien Revolver |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
5.75% cash + 2% PIK |
|
|
|
8.75 |
% |
|
6/15/2024 |
|
$ |
114,869 |
|
|
|
113,600 |
|
|
|
110,688 |
|
|
|
0.01 |
% |
|
N |
|
|
Blue Star Sports Holdings, Inc. |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
5.75% cash + 2% PIK |
|
|
|
8.75 |
% |
|
6/15/2024 |
|
$ |
1,598,296 |
|
|
|
1,579,946 |
|
|
|
1,540,118 |
|
|
|
0.09 |
% |
|
N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,750,310 |
|
|
|
1,706,136 |
|
|
|
0.10 |
% |
|
|
|
Machinery |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sonny's Enterprises, LLC |
|
First Lien Term Loan |
|
LIBOR(M) |
|
|
1.00 |
% |
|
|
7.00 |
% |
|
|
8.00 |
% |
|
8/5/2026 |
|
$ |
3,782,074 |
|
|
|
3,708,361 |
|
|
|
3,732,907 |
|
|
|
0.21 |
% |
|
K |
|
Sonny's Enterprises, LLC |
|
First Lien Delayed Draw Term Loan |
|
LIBOR(M) |
|
|
1.00 |
% |
|
|
7.00 |
% |
|
|
8.00 |
% |
|
8/5/2026 |
|
$ |
4,322,371 |
|
|
|
4,146,902 |
|
|
|
4,202,807 |
|
|
|
0.24 |
% |
|
K |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,855,263 |
|
|
|
7,935,714 |
|
|
|
0.45 |
% |
|
|
|
Media |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Khoros, LLC (Lithium) |
|
First Lien Incremental Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
8.00 |
% |
|
|
9.00 |
% |
|
10/3/2022 |
|
$ |
7,131,905 |
|
|
|
7,066,378 |
|
|
|
7,060,586 |
|
|
|
0.40 |
% |
|
N |
|
Khoros, LLC (Lithium) |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
8.00 |
% |
|
|
9.00 |
% |
|
10/3/2022 |
|
$ |
20,884,731 |
|
|
|
20,732,876 |
|
|
|
20,675,884 |
|
|
|
1.18 |
% |
|
N |
|
Khoros, LLC (Lithium) |
|
Sr Secured Revolver |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
8.00 |
% |
|
|
9.00 |
% |
|
10/3/2022 |
|
$ |
- |
|
|
|
(10,757 |
) |
|
|
(15,281 |
) |
|
|
— |
|
|
K/N |
|
Khoros, LLC (Lithium) |
|
Sr Secured Revolver |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
8.00 |
% |
|
|
9.00 |
% |
|
10/3/2022 |
|
$ |
- |
|
|
|
(3,985 |
) |
|
|
(4,552 |
) |
|
|
— |
|
|
K/N |
|
NEP II, Inc. |
|
Second Lien Term Loan |
|
LIBOR(M) |
|
|
0.00 |
% |
|
|
7.00 |
% |
|
|
7.11 |
% |
|
10/19/2026 |
|
$ |
27,000,000 |
|
|
|
26,440,209 |
|
|
|
24,986,205 |
|
|
|
1.43 |
% |
|
G |
|
Quora, Inc. |
|
First Lien Term Loan (4.0% Exit Fee) |
|
Fixed |
|
|
0.00 |
% |
|
10.10% PIK |
|
|
|
10.10 |
% |
|
5/1/2024 |
|
$ |
126,926 |
|
|
|
126,926 |
|
|
|
126,418 |
|
|
|
0.01 |
% |
|
L/N |
|
|
Quora, Inc. |
|
First Lien Term Loan (4.0% Exit Fee) |
|
Fixed |
|
|
0.00 |
% |
|
|
10.10 |
% |
|
|
10.10 |
% |
|
5/1/2022 |
|
$ |
12,692,602 |
|
|
|
12,545,601 |
|
|
|
12,679,910 |
|
|
|
0.72 |
% |
|
L/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
66,897,248 |
|
|
|
65,509,170 |
|
|
|
3.74 |
% |
|
|
|
Metal and Mining |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Neenah Foundry Company |
|
First Lien Term Loan B |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
9.00 |
% |
|
|
10.00 |
% |
|
12/13/2022 |
|
$ |
6,100,933 |
|
|
|
5,861,489 |
|
|
|
6,100,933 |
|
|
|
0.35 |
% |
|
N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil, Gas and Consumable Fuels |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Iracore International, Inc. |
|
First Lien Term Loan |
|
LIBOR(M) |
|
|
1.00 |
% |
|
|
9.00 |
% |
|
|
10.00 |
% |
|
4/13/2021 |
|
$ |
1,324,140 |
|
|
|
1,324,140 |
|
|
|
1,324,140 |
|
|
|
0.08 |
% |
|
B/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Personal Products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Olaplex, Inc. |
|
First Lien Term Loan |
|
LIBOR(M) |
|
|
1.00 |
% |
|
|
6.50 |
% |
|
|
7.50 |
% |
|
1/8/2026 |
|
$ |
13,403,873 |
|
|
|
13,182,555 |
|
|
|
13,430,681 |
|
|
|
0.77 |
% |
|
N |
|
Olaplex, Inc. |
|
First Lien Term Loan |
|
LIBOR(M) |
|
|
1.00 |
% |
|
|
6.50 |
% |
|
|
7.50 |
% |
|
1/8/2026 |
|
$ |
5,138,023 |
|
|
|
5,090,524 |
|
|
|
5,148,299 |
|
|
|
0.29 |
% |
|
N |
|
Olaplex, Inc. |
|
Sr Secured Revolver |
|
LIBOR(M) |
|
|
1.00 |
% |
|
|
6.50 |
% |
|
|
7.50 |
% |
|
1/8/2025 |
|
|
— |
|
|
|
(20,715 |
) |
|
|
— |
|
|
|
— |
|
|
K/N |
|
Paula's Choice Holdings, Inc. |
|
First Lien Term Loan |
|
LIBOR(M) |
|
|
1.00 |
% |
|
|
6.25 |
% |
|
|
7.25 |
% |
|
11/17/2025 |
|
$ |
19,875,000 |
|
|
|
19,358,706 |
|
|
|
19,477,500 |
|
|
|
1.11 |
% |
|
N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37,611,070 |
|
|
|
38,056,480 |
|
|
|
2.17 |
% |
|
|
|
Professional Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Applause App Quality, Inc. |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
5.00 |
% |
|
|
6.00 |
% |
|
9/20/2022 |
|
$ |
20,720,375 |
|
|
|
20,583,640 |
|
|
|
20,720,375 |
|
|
|
1.18 |
% |
|
N |
|
Applause App Quality, Inc. |
|
Sr Secured Revolver |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
5.00 |
% |
|
|
6.00 |
% |
|
9/20/2022 |
|
$ |
- |
|
|
|
(8,927 |
) |
|
|
— |
|
|
|
— |
|
|
K/N |
|
CIBT Solutions, Inc. |
|
Second Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
7.75 |
% |
|
|
— |
|
|
6/1/2025 |
|
$ |
7,875,338 |
|
|
|
7,607,370 |
|
|
|
4,134,552 |
|
|
|
0.24 |
% |
|
C/G |
|
Dude Solutions Holdings, Inc. |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
7.50 |
% |
|
|
8.50 |
% |
|
6/13/2025 |
|
$ |
16,863,724 |
|
|
|
16,577,767 |
|
|
|
17,032,362 |
|
|
|
0.97 |
% |
|
N |
|
Dude Solutions Holdings, Inc. |
|
First Lien Incremental Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
7.50 |
% |
|
|
8.50 |
% |
|
6/13/2025 |
|
$ |
2,224,716 |
|
|
|
2,183,387 |
|
|
|
2,246,964 |
|
|
|
0.13 |
% |
|
N |
|
Dude Solutions Holdings, Inc. |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
7.50 |
% |
|
|
8.50 |
% |
|
6/13/2025 |
|
$ |
3,622,733 |
|
|
|
3,511,596 |
|
|
|
3,731,415 |
|
|
|
0.21 |
% |
|
N |
|
Dude Solutions Holdings, Inc. |
|
Sr Secured Revolver |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
7.50 |
% |
|
|
8.50 |
% |
|
6/13/2025 |
|
$ |
- |
|
|
|
(35,419 |
) |
|
|
— |
|
|
|
— |
|
|
K/N |
|
iCIMS, Inc. |
|
Sr Secured Revolver |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
6.50 |
% |
|
|
7.50 |
% |
|
9/12/2024 |
|
$ |
121,678 |
|
|
|
120,266 |
|
|
|
120,474 |
|
|
|
0.01 |
% |
|
K/N |
|
iCIMS, Inc. |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
6.50 |
% |
|
|
7.50 |
% |
|
9/12/2024 |
|
$ |
2,351,073 |
|
|
|
2,318,048 |
|
|
|
2,327,798 |
|
|
|
0.13 |
% |
|
N |
|
iCIMS, Inc. |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
6.50 |
% |
|
|
7.50 |
% |
|
9/12/2024 |
|
$ |
353,250 |
|
|
|
346,835 |
|
|
|
349,753 |
|
|
|
0.02 |
% |
|
N |
|
Jobandtalent USA, Inc (United Kingdom) |
|
First Lien Delayed Draw Term Loan |
|
LIBOR(M) |
|
|
1.00 |
% |
|
|
8.75 |
% |
|
|
9.75 |
% |
|
2/17/2025 |
|
$ |
7,969,804 |
|
|
|
7,814,993 |
|
|
|
7,937,925 |
|
|
|
0.45 |
% |
|
N/H |
|
Jobandtalent USA, Inc (United Kingdom) |
|
First Lien Term Loan |
|
LIBOR(M) |
|
|
1.00 |
% |
|
|
8.75 |
% |
|
|
9.75 |
% |
|
2/17/2025 |
|
$ |
23,909,413 |
|
|
|
23,449,239 |
|
|
|
23,813,776 |
|
|
|
1.36 |
% |
|
N/H |
|
RigUp, Inc. |
|
First Delayed Draw Term Loan (3.5% Exit Fee) |
|
LIBOR(M) |
|
|
1.50 |
% |
|
|
7.00 |
% |
|
|
8.50 |
% |
|
3/1/2024 |
|
$ |
29,000,000 |
|
|
|
28,561,209 |
|
|
|
29,725,000 |
|
|
|
1.70 |
% |
|
L/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
113,030,004 |
|
|
|
112,140,394 |
|
|
|
6.40 |
% |
|
|
6
BlackRock TCP Capital Corp.
Consolidated Schedule of Investments (Unaudited) (Continued)
March 31, 2021
|
Issuer |
|
Instrument |
|
Ref |
|
Floor |
|
|
Spread |
|
|
Total Coupon |
|
|
Maturity |
|
Principal |
|
|
Cost |
|
|
Fair |
|
|
% of Total Cash and Investments |
|
|
Notes |
|||||||
|
Debt Investments (continued) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real Estate Management and Development |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Space Midco, Inc. (Archibus) |
|
First Lien Term Loan |
|
LIBOR(M) |
|
|
0.00 |
% |
|
|
6.25 |
% |
|
|
6.38 |
% |
|
12/5/2023 |
|
$ |
4,444,444 |
|
|
$ |
4,392,880 |
|
|
$ |
4,435,556 |
|
|
|
0.25 |
% |
|
N |
|
Space Midco, Inc. (Archibus) |
|
Sr Secured Revolver |
|
LIBOR(M) |
|
|
0.00 |
% |
|
|
6.25 |
% |
|
|
6.38 |
% |
|
12/5/2023 |
|
$ |
- |
|
|
|
(3,107 |
) |
|
|
(556 |
) |
|
|
— |
|
|
K/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,389,773 |
|
|
|
4,435,000 |
|
|
|
0.25 |
% |
|
|
|
Road and Rail |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GlobalTranz Enterprises LLC |
|
Second Lien Term Loan |
|
LIBOR(M) |
|
|
0.00 |
% |
|
|
8.25 |
% |
|
|
8.36 |
% |
|
5/15/2027 |
|
$ |
19,382,324 |
|
|
|
19,056,112 |
|
|
|
17,889,885 |
|
|
|
1.02 |
% |
|
N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Software |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Certify, Inc. |
|
First Lien Delayed Draw Term Loan |
|
LIBOR(M) |
|
|
1.00 |
% |
|
|
5.75 |
% |
|
|
6.75 |
% |
|
2/28/2024 |
|
$ |
3,188,631 |
|
|
|
3,153,605 |
|
|
|
3,177,152 |
|
|
|
0.18 |
% |
|
N |
|
Certify, Inc. |
|
First Lien Term Loan |
|
LIBOR(M) |
|
|
1.00 |
% |
|
|
5.75 |
% |
|
|
6.75 |
% |
|
2/28/2024 |
|
$ |
23,383,293 |
|
|
|
23,324,584 |
|
|
|
23,299,113 |
|
|
|
1.33 |
% |
|
N |
|
Certify, Inc. |
|
Sr Secured Revolver |
|
LIBOR(M) |
|
|
1.00 |
% |
|
|
5.75 |
% |
|
|
6.75 |
% |
|
2/28/2024 |
|
$ |
265,719 |
|
|
|
250,546 |
|
|
|
261,893 |
|
|
|
0.01 |
% |
|
K/N |
|
Rhode Holdings, Inc. (Kaseya) |
|
First Lien Delayed Draw Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
4.00% Cash + 3.00% PIK |
|
|
|
8.00 |
% |
|
5/2/2025 |
|
$ |
1,732,500 |
|
|
|
1,708,794 |
|
|
|
1,741,163 |
|
|
|
0.10 |
% |
|
N |
|
|
Rhode Holdings, Inc. (Kaseya) |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
4.00% Cash + 3.00% PIK |
|
|
|
8.00 |
% |
|
5/2/2025 |
|
$ |
14,728,518 |
|
|
|
14,520,452 |
|
|
|
14,802,160 |
|
|
|
0.85 |
% |
|
N |
|
|
Rhode Holdings, Inc. (Kaseya) |
|
Sr Secured Revolver |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
6.50 |
% |
|
|
7.50 |
% |
|
5/2/2025 |
|
$ |
590,882 |
|
|
|
573,920 |
|
|
|
590,882 |
|
|
|
0.03 |
% |
|
N |
|
Rhode Holdings, Inc. (Kaseya) |
|
First Lien Incremental Delayed Draw Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
4.00% Cash + 3.00% PIK |
|
|
|
8.00 |
% |
|
5/2/2025 |
|
$ |
815,728 |
|
|
|
804,424 |
|
|
|
819,806 |
|
|
|
0.05 |
% |
|
K/N |
|
|
Rhode Holdings, Inc. (Kaseya) |
|
First Lien Incremental Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
4.00% Cash + 3.00% PIK |
|
|
|
8.00 |
% |
|
5/2/2025 |
|
$ |
1,281,602 |
|
|
|
1,264,044 |
|
|
|
1,288,010 |
|
|
|
0.07 |
% |
|
N |
|
|
Rhode Holdings, Inc. (Kaseya) |
|
First Lien Delayed Draw Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
4.00% Cash + 3.00% PIK |
|
|
|
8.00 |
% |
|
5/2/2025 |
|
$ |
280,293 |
|
|
|
272,235 |
|
|
|
283,797 |
|
|
|
0.02 |
% |
|
K/N |
|
|
Rhode Holdings, Inc. (Kaseya) |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
4.00% Cash + 3.00% PIK |
|
|
|
8.00 |
% |
|
5/2/2025 |
|
$ |
385,419 |
|
|
|
378,276 |
|
|
|
387,346 |
|
|
|
0.02 |
% |
|
N |
|
|
SEP Raptor Acquisition, Inc. (Loopio) (Canada) |
|
First Lien Revolver |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
7.00 |
% |
|
|
8.00 |
% |
|
3/31/2027 |
|
$ |
- |
|
|
|
(23,255 |
) |
|
|
(23,266 |
) |
|
|
— |
|
|
H/K/N |
|
SEP Raptor Acquisition, Inc. (Loopio) (Canada) |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
7.00 |
% |
|
|
8.00 |
% |
|
3/31/2027 |
|
$ |
10,469,484 |
|
|
|
10,260,176 |
|
|
|
10,260,094 |
|
|
|
0.59 |
% |
|
H/N |
|
SEP Vulcan Acquisition, Inc (Canada) |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
7.00 |
% |
|
|
8.00 |
% |
|
3/16/2027 |
|
$ |
7,836,483 |
|
|
|
7,680,425 |
|
|
|
7,679,753 |
|
|
|
0.44 |
% |
|
H/N |
|
SEP Vulcan Acquisition, Inc (Canada) |
|
First Lien Revolver |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
7.00 |
% |
|
|
8.00 |
% |
|
3/16/2027 |
|
$ |
- |
|
|
|
(22,231 |
) |
|
|
(22,390 |
) |
|
|
— |
|
|
H/K/N |
|
Snow Software AB |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
2.00 |
% |
|
|
6.00 |
% |
|
|
8.00 |
% |
|
4/17/2024 |
|
$ |
10,373,317 |
|
|
|
10,236,069 |
|
|
|
10,580,783 |
|
|
|
0.60 |
% |
|
N |
|
Snow Software AB |
|
First Lien Incremental Term Loan |
|
LIBOR(Q) |
|
|
2.00 |
% |
|
|
6.00 |
% |
|
|
8.00 |
% |
|
4/17/2024 |
|
$ |
11,543,865 |
|
|
|
11,375,395 |
|
|
|
11,774,743 |
|
|
|
0.67 |
% |
|
N |
|
Snow Software AB |
|
Sr Secured Revolver |
|
LIBOR(Q) |
|
|
2.00 |
% |
|
|
6.00 |
% |
|
|
8.00 |
% |
|
4/17/2024 |
|
$ |
- |
|
|
|
(54,935 |
) |
|
|
— |
|
|
|
— |
|
|
K/N |
|
Snow Software AB |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
2.00 |
% |
|
|
6.00 |
% |
|
|
8.00 |
% |
|
4/21/2021 |
|
$ |
4,477,328 |
|
|
|
4,469,672 |
|
|
|
4,566,875 |
|
|
|
0.26 |
% |
|
N |
|
Superman Holdings, LLC |
|
Sr Secured Revolver |
|
PRIME |
|
|
0.00 |
% |
|
|
7.00 |
% |
|
|
10.25 |
% |
|
8/31/2026 |
|
$ |
- |
|
|
|
(28,368 |
) |
|
|
— |
|
|
|
— |
|
|
K/N |
|
Superman Holdings, LLC |
|
Sr Secured Revolver |
|
PRIME |
|
|
0.00 |
% |
|
|
7.00 |
% |
|
|
10.25 |
% |
|
8/31/2027 |
|
$ |
8,798,209 |
|
|
|
8,597,811 |
|
|
|
9,062,156 |
|
|
|
0.52 |
% |
|
N |
|
Syntellis Performance Solutions, Inc |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
8.00 |
% |
|
|
9.00 |
% |
|
8/2/2027 |
|
$ |
21,348,659 |
|
|
|
20,755,277 |
|
|
|
21,775,632 |
|
|
|
1.24 |
% |
|
N |
|
Winshuttle, LLC |
|
First Lien FILO Term Loan |
|
LIBOR(M) |
|
|
1.00 |
% |
|
|
6.75 |
% |
|
|
9.42 |
% |
|
8/9/2024 |
|
$ |
13,832,414 |
|
|
|
13,569,424 |
|
|
|
14,039,900 |
|
|
|
0.80 |
% |
|
N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
133,066,340 |
|
|
|
136,345,602 |
|
|
|
7.78 |
% |
|
|
|
Specialty Retail |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Calceus Acquisition, Inc. (Cole Haan) |
|
First Lien Term Loan B |
|
LIBOR(Q) |
|
|
0.00 |
% |
|
|
5.50 |
% |
|
|
5.69 |
% |
|
2/12/2025 |
|
$ |
586,165 |
|
|
|
558,370 |
|
|
|
549,530 |
|
|
|
0.03 |
% |
|
N |
|
Calceus Acquisition, Inc. (Cole Haan) |
|
Sr Secured Notes |
|
Fixed |
|
|
0.00 |
% |
|
|
9.75 |
% |
|
|
9.75 |
% |
|
2/19/2025 |
|
$ |
20,000,000 |
|
|
|
19,482,878 |
|
|
|
21,486,000 |
|
|
|
1.23 |
% |
|
N |
|
USR Parent, Inc. (Staples) |
|
First Lien FILO Term Loan |
|
LIBOR(M) |
|
|
1.00 |
% |
|
|
8.84 |
% |
|
|
9.84 |
% |
|
9/12/2022 |
|
$ |
4,031,501 |
|
|
|
3,997,465 |
|
|
|
4,071,816 |
|
|
|
0.23 |
% |
|
N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,038,713 |
|
|
|
26,107,346 |
|
|
|
1.49 |
% |
|
|
|
Textiles, Apparel and Luxury Goods |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Kenneth Cole Productions, Inc. |
|
First Lien FILO Term Loan |
|
LIBOR(M) |
|
|
1.00 |
% |
|
|
7.75 |
% |
|
|
10.50 |
% |
|
12/28/2023 |
|
$ |
17,941,278 |
|
|
|
17,868,945 |
|
|
|
17,815,689 |
|
|
|
1.02 |
% |
|
N |
|
PSEB, LLC (Eddie Bauer) |
|
First Lien FILO II Term Loan |
|
PRIME |
|
|
0.00 |
% |
|
|
7.25 |
% |
|
|
10.50 |
% |
|
10/12/2023 |
|
$ |
10,793,402 |
|
|
|
10,621,610 |
|
|
|
10,793,399 |
|
|
|
0.62 |
% |
|
N |
|
PSEB, LLC (Eddie Bauer) |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
1.50 |
% |
|
|
8.00 |
% |
|
|
9.50 |
% |
|
10/12/2023 |
|
$ |
35,685,684 |
|
|
|
35,128,877 |
|
|
|
36,328,026 |
|
|
|
2.10 |
% |
|
N |
|
WH Buyer, LLC (Anne Klein) |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
7.51 |
% |
|
|
8.51 |
% |
|
12/31/2025 |
|
$ |
7,903,889 |
|
|
|
7,825,850 |
|
|
|
7,919,697 |
|
|
|
0.45 |
% |
|
N |
|
WH Buyer, LLC (Anne Klein) |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
7.51 |
% |
|
|
8.51 |
% |
|
12/31/2025 |
|
$ |
27,664,640 |
|
|
|
27,441,398 |
|
|
|
27,719,969 |
|
|
|
1.58 |
% |
|
N |
|
WH Buyer, LLC (Anne Klein) |
|
First Lien Incremental Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
7.51 |
% |
|
|
8.51 |
% |
|
12/31/2025 |
|
$ |
5,307,692 |
|
|
|
5,262,546 |
|
|
|
5,318,308 |
|
|
|
0.30 |
% |
|
N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
104,149,226 |
|
|
|
105,895,088 |
|
|
|
6.07 |
% |
|
|
|
Thrifts and Mortgage Finance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Greystone Select Holdings, LLC |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
8.00 |
% |
|
|
9.00 |
% |
|
4/17/2024 |
|
$ |
24,518,077 |
|
|
|
24,424,858 |
|
|
|
24,518,077 |
|
|
|
1.40 |
% |
|
N |
|
Home Partners of America, Inc. |
|
First Lien Term Loan |
|
LIBOR(M) |
|
|
1.00 |
% |
|
|
6.25 |
% |
|
|
7.25 |
% |
|
10/13/2022 |
|
$ |
2,857,143 |
|
|
|
2,840,045 |
|
|
|
2,857,143 |
|
|
|
0.16 |
% |
|
N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27,264,903 |
|
|
|
27,375,220 |
|
|
|
1.56 |
% |
|
|
|
Tobacco Related |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Juul Labs, Inc. |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
1.50 |
% |
|
|
8.00 |
% |
|
|
9.50 |
% |
|
8/2/2023 |
|
$ |
26,365,495 |
|
|
|
26,201,339 |
|
|
|
26,180,936 |
|
|
|
1.50 |
% |
|
N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Debt Investments - 198.6% of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,582,725,251 |
|
|
|
1,555,000,985 |
|
|
|
88.88 |
% |
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7
BlackRock TCP Capital Corp.
Consolidated Schedule of Investments (Unaudited) (Continued)
March 31, 2021
|
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 |
|
|
$ |
2,211,832 |
|
|
|
0.13 |
% |
|
D/E/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital Markets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pico Quantitative Trading, LLC |
|
Warrants to Purchase Membership Units (144A) |
|
|
|
|
|
|
|
|
|
2/7/2030 |
|
|
287 |
|
|
|
645,121 |
|
|
|
697,010 |
|
|
|
0.04 |
% |
|
D/E/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chemicals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AGY Holding Corp. |
|
Series A Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
1,786,785 |
|
|
|
485,322 |
|
|
|
278,719 |
|
|
|
0.02 |
% |
|
D/E/N |
|
AGY Holding Corp. |
|
Series B Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
1,250,749 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
D/E/N |
|
AGY Holding Corp. |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
982,732 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
D/E/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
485,322 |
|
|
|
278,719 |
|
|
|
0.02 |
% |
|
|
|
Communications Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Avanti Communications Group, PLC (United Kingdom) |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
26,576,710 |
|
|
|
4,902,674 |
|
|
|
— |
|
|
|
— |
|
|
D/H/N/O |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diversified Consumer Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TVG-Edmentum Holdings, LLC |
|
Series A Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
28,431,892 |
|
|
|
28,431,892 |
|
|
|
31,236,431 |
|
|
|
1.79 |
% |
|
B/E |
|
TVG-Edmentum Holdings, LLC |
|
Series B-1 Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
13,904,323 |
|
|
|
13,904,323 |
|
|
|
15,187,277 |
|
|
|
0.87 |
% |
|
B/E |
|
TVG-Edmentum Holdings, LLC |
|
Series B-2 Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
13,421,162 |
|
|
|
13,421,162 |
|
|
|
15,187,277 |
|
|
|
0.87 |
% |
|
B/D/E |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
55,757,377 |
|
|
|
61,610,985 |
|
|
|
3.53 |
% |
|
|
|
Diversified Financial Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36th Street Capital Partners Holdings, LLC |
|
Membership Units |
|
|
|
|
|
|
|
|
|
|
|
|
22,199,416 |
|
|
|
22,199,416 |
|
|
|
32,092,000 |
|
|
|
1.81 |
% |
|
E/F/N |
|
Conventional Lending TCP Holdings, LLC |
|
Membership Units |
|
|
|
|
|
|
|
|
|
|
|
|
19,000,869 |
|
|
|
19,000,869 |
|
|
|
18,000,000 |
|
|
|
1.02 |
% |
|
E/F/I/N |
|
GACP I, LP (Great American Capital) |
|
Membership Units |
|
|
|
|
|
|
|
|
|
|
|
|
460,486 |
|
|
|
460,486 |
|
|
|
968,930 |
|
|
|
0.06 |
% |
|
E/I/N |
|
GACP II, LP (Great American Capital) |
|
Membership Units |
|
|
|
|
|
|
|
|
|
|
|
|
14,214,380 |
|
|
|
14,214,380 |
|
|
|
14,491,280 |
|
|
|
0.83 |
% |
|
E/I/N |
|
Worldremit Group Limited (United Kingdom) |
|
Warrants to Purchase Series D Stock |
|
|
|
|
|
|
|
|
|
2/11/2031 |
|
|
34,820 |
|
|
|
— |
|
|
|
695,704 |
|
|
|
0.04 |
% |
|
D/E/N/H |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
55,875,151 |
|
|
|
66,247,914 |
|
|
|
3.76 |
% |
|
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
3,333 |
|
|
|
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 |
|
|
|
— |
|
|
|
— |
|
|
D/E |
|
Utilidata, Inc. |
|
Series C Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
257,369 |
|
|
|
153,398 |
|
|
|
207,000 |
|
|
|
0.01 |
% |
|
D/E |
|
Utilidata, Inc. |
|
Series CC Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
500,000 |
|
|
|
500,000 |
|
|
|
12,000 |
|
|
|
— |
|
|
D/E |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,098,416 |
|
|
|
219,000 |
|
|
|
0.01 |
% |
|
|
|
Electrical Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TCFI Amteck Holdings, LLC |
|
Series A Preferred Units |
|
|
|
|
|
|
|
|
|
|
|
|
8,840,179 |
|
|
|
8,330,746 |
|
|
|
9,207,907 |
|
|
|
0.53 |
% |
|
N |
|
TCFI Amteck Holdings, LLC |
|
Common Units |
|
|
|
|
|
|
|
|
|
|
|
|
362,513 |
|
|
|
395,336 |
|
|
|
10,164,865 |
|
|
|
0.58 |
% |
|
D/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,726,082 |
|
|
|
19,372,772 |
|
|
|
1.11 |
% |
|
|
|
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 Solar |
|
Warrants to Purchase Series E Preferred Stock |
|
|
|
|
|
|
|
|
|
9/12/2029 |
|
|
16 |
|
|
|
275,200 |
|
|
|
275,200 |
|
|
|
0.02 |
% |
|
D/E/N |
8
BlackRock TCP Capital Corp.
Consolidated Schedule of Investments (Unaudited) (Continued)
March 31, 2021
|
Issuer |
|
Instrument |
|
|
|
|
|
|
|
|
|
Expiration |
|
Shares |
|
|
Cost |
|
|
Fair Value |
|
|
% of Total Cash and Investments |
|
|
Notes |
||||
|
Equity Securities (continued) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Internet Software and Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Domo, Inc. |
|
Warrants to Purchase Class B Common Stock |
|
|
|
|
|
|
|
|
|
8/7/2023 |
|
|
49,792 |
|
|
$ |
1,543,054 |
|
|
$ |
2,802,792 |
|
|
|
0.16 |
% |
|
D/E |
|
FinancialForce.com, Inc. |
|
Warrants to Purchase Series C Preferred Stock |
|
|
|
|
|
|
|
|
|
1/30/2029 |
|
|
1,125,000 |
|
|
|
287,985 |
|
|
|
562,059 |
|
|
|
0.03 |
% |
|
D/E/N |
|
Foursquare Labs, Inc. |
|
Warrants to Purchase Series E Preferred Stock |
|
|
|
|
|
|
|
|
|
5/4/2027 |
|
|
2,062,500 |
|
|
|
508,805 |
|
|
|
883,929 |
|
|
|
0.05 |
% |
|
D/E/N |
|
InMobi, Inc. (Singapore) |
|
Warrants to Purchase Common Stock |
|
|
|
|
|
|
|
|
|
8/15/2027 |
|
|
1,327,869 |
|
|
|
212,360 |
|
|
|
1,057,869 |
|
|
|
0.06 |
% |
|
D/E/H/N |
|
InMobi, Inc. (Singapore) |
|
Warrants to Purchase Series E Preferred Stock (Strike Price $20.01) |
|
|
|
|
|
|
|
|
|
9/18/2025 |
|
|
1,049,996 |
|
|
|
276,492 |
|
|
|
1,029,835 |
|
|
|
0.06 |
% |
|
D/E/H/N |
|
InMobi, Inc. (Singapore) |
|
Warrants to Purchase Series E Preferred Stock (Strike Price $28.58) |
|
|
|
|
|
|
|
|
|
10/3/2028 |
|
|
1,511,002 |
|
|
|
93,407 |
|
|
|
445,059 |
|
|
|
0.03 |
% |
|
D/E/H/N |
|
ResearchGate Corporation (Germany) |
|
Warrants to Purchase Series D Preferred Stock |
|
|
|
|
|
|
|
|
|
10/30/2029 |
|
|
333,370 |
|
|
|
202,001 |
|
|
|
120,000 |
|
|
|
0.01 |
% |
|
D/E/H/N/O |
|
Snaplogic, Inc. |
|
Warrants to Purchase Series Preferred Stock |
|
|
|
|
|
|
|
|
|
3/19/2028 |
|
|
1,860,000 |
|
|
|
377,722 |
|
|
|
5,300,000 |
|
|
|
0.30 |
% |
|
D/E/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,501,826 |
|
|
|
12,201,543 |
|
|
|
0.70 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IT Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fidelis (SVC), LLC |
|
Preferred Units |
|
|
|
|
|
|
|
|
|
|
|
|
657,932 |
|
|
|
2,001,384 |
|
|
|
73,761 |
|
|
|
— |
|
|
D/E/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Life Sciences Tools and Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Envigo RMS Holdings Corp. |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
36,413 |
|
|
|
— |
|
|
|
245,424 |
|
|
|
0.01 |
% |
|
D/E/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Media |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NEG Parent, LLC (Core Entertainment, Inc.) |
|
Class A Units |
|
|
|
|
|
|
|
|
|
|
|
|
2,720,392 |
|
|
|
2,772,807 |
|
|
|
8,138,580 |
|
|
|
0.47 |
% |
|
B/D/E/N |
|
NEG Parent, LLC (Core Entertainment, Inc.) |
|
Class A Warrants to Purchase Class A Units |
|
|
|
|
|
|
|
|
|
10/17/2026 |
|
|
343,387 |
|
|
|
196,086 |
|
|
|
526,290 |
|
|
|
0.03 |
% |
|
B/D/E/N |
|
NEG Parent, LLC (Core Entertainment, Inc.) |
|
Class B Warrants to Purchase Class A Units |
|
|
|
|
|
|
|
|
|
10/17/2026 |
|
|
346,794 |
|
|
|
198,032 |
|
|
|
531,511 |
|
|
|
0.03 |
% |
|
B/D/E/N |
|
Quora, Inc. |
|
Warrants to Purchase Series D Preferred Stock |
|
|
|
|
|
|
|
|
|
4/11/2029 |
|
|
507,704 |
|
|
|
65,245 |
|
|
|
137,588 |
|
|
|
0.01 |
% |
|
D/E/N |
|
SoundCloud, Ltd. (United Kingdom) |
|
Warrants to Purchase Preferred Stock |
|
|
|
|
|
|
|
|
|
4/29/2025 |
|
|
946,498 |
|
|
|
79,082 |
|
|
|
45,143 |
|
|
|
— |
|
|
D/E/H/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,311,252 |
|
|
|
9,379,112 |
|
|
|
0.54 |
% |
|
|
|
Oil, Gas and Consumable Fuels |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Iracore Investments Holdings, Inc. |
|
Class A Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
16,207 |
|
|
|
4,177,710 |
|
|
|
5,897,527 |
|
|
|
0.34 |
% |
|
B/D/E/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Professional Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Anacomp, Inc. |
|
Class A Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
1,255,527 |
|
|
|
26,711,048 |
|
|
|
213,440 |
|
|
|
0.01 |
% |
|
D/E/F/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Semiconductors and Semiconductor Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Nanosys, Inc. |
|
Warrants to Purchase Preferred Stock |
|
|
|
|
|
|
|
|
|
3/29/2023 |
|
|
800,000 |
|
|
|
605,266 |
|
|
|
962,482 |
|
|
|
0.06 |
% |
|
D/E/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Software |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tradeshift, Inc. |
|
Warrants to Purchase Series D Preferred Stock |
|
|
|
|
|
|
|
|
|
3/26/2027 |
|
|
1,712,930 |
|
|
|
577,847 |
|
|
|
503,759 |
|
|
|
0.03 |
% |
|
D/E/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Equity Securities - 23.0% of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
182,040,998 |
|
|
|
180,390,480 |
|
|
|
10.31 |
% |
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investments - 221.6% of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,764,766,249 |
|
|
$ |
1,735,391,465 |
|
|
|
99.19 |
% |
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and Cash Equivalents - 1.8% of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
14,254,843 |
|
|
|
0.81 |
% |
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Cash and Investments - 223.4% of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,749,646,308 |
|
|
|
100.00 |
% |
|
M |
||
9
BlackRock TCP Capital Corp.
Consolidated Schedule of Investments (Unaudited) (Continued)
March 31, 2021
Notes to Consolidated Schedule of Investments:
|
(A) |
Debt investments include investments in bank debt that generally are bought and sold among institutional investors in transactions not subject to registration under the Securities Act of 1933. Such transactions are generally subject to contractual restrictions, such as approval of the agent or borrower. |
|
(B) |
Non-controlled affiliate – as defined under the Investment Company Act of 1940 (ownership of between 5% and 25% of the outstanding voting securities of this issuer). See Consolidated Schedule of Changes in Investments in Affiliates. |
|
(C) |
Non-accruing debt investment. |
|
(D) |
Other non-income producing investment. |
|
(E) |
Restricted security. (See Note 2) |
|
(F) |
Controlled issuer – as defined under the Investment Company Act of 1940 (ownership of 25% or more of the outstanding voting securities of this issuer). Investment is not more than 50% of the outstanding voting securities of the issuer nor deemed to be a significant subsidiary. See Consolidated Schedule of Changes in Investments in Affiliates. |
|
(G) |
Investment has been segregated to collateralize certain unfunded commitments. |
|
(H) |
Non-U.S. company or principal place of business outside the U.S. and as a result the investment is not a qualifying asset under Section 55(a) of the Investment Company Act. Under the Investment Company Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Company's total assets. |
|
(I) |
Deemed an investment company under Section 3(c) of the Investment Company Act and as a result the investment is not a qualifying asset under Section 55(a) of the Investment Company Act. Under the Investment Company Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Company's total assets. |
|
(J) |
Publicly traded company with a market capitalization greater than $250 million and as a result the investment is not a qualifying asset under Section 55(a) of the Investment Company Act. Under the Investment Company Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Company's total assets. |
|
(K) |
Negative balances relate to an unfunded commitment that was acquired and/or valued at a discount. |
|
(L) |
In addition to the stated coupon, investment has an exit fee payable upon repayment of the loan in an amount equal to the percentage of the original principal amount shown. |
|
(M) |
All cash and investments, except those referenced in Notes G above, are pledged as collateral under certain debt as described in Note 4 to the Consolidated Financial Statements. |
|
(N) |
Inputs in the valuation of this investment included certain unobservable inputs that were significant to the valuation as a whole. |
|
(O) |
Investment denominated in foreign currency. Amortized cost and fair value converted from foreign currency to US dollars. Foreign currency denominated investments are generally hedged for currency exposure. |
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 $182,585,090 and $95,732,133, respectively, for the three months ended March 31, 2021. Aggregate acquisitions includes investment assets received as payment in kind. Aggregate dispositions includes principal paydowns on and maturities of debt investments. The total value of restricted securities and bank debt as of March 31, 2021 was $ 1,663,410,693.00 or 95.1% of total cash and investments of the Company. As of March 31, 2021, approximately 11% 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.
10
BlackRock TCP Capital Corp.
Consolidated Schedule of Investments
December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
Fair |
|
|
Cash and |
|
|
|
|||
|
Issuer |
|
Instrument |
|
Ref |
|
Floor |
|
|
Spread |
|
|
Coupon |
|
|
Maturity |
|
Principal |
|
|
Cost |
|
|
Value |
|
|
Investments |
|
|
Notes |
|||||||
|
Debt Investments (A) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aerospace and Defense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unanet, Inc. |
|
First Lien Delayed Draw Term Loan |
|
LIBOR(M) |
|
|
— |
|
|
|
6.25 |
% |
|
|
6.44 |
% |
|
5/31/2024 |
|
$ |
5,127,551 |
|
|
$ |
5,072,277 |
|
|
$ |
5,005,102 |
|
|
|
0.30 |
% |
|
N |
|
Unanet, Inc. |
|
First Lien Term Loan |
|
LIBOR(M) |
|
|
— |
|
|
|
6.25 |
% |
|
|
6.44 |
% |
|
5/31/2024 |
|
$ |
19,897,959 |
|
|
19,747,253 |
|
|
19,579,592 |
|
|
|
1.19 |
% |
|
N |
||
|
Unanet, Inc. |
|
Sr Secured Revolver |
|
LIBOR(M) |
|
|
— |
|
|
|
6.25 |
% |
|
|
6.44 |
% |
|
5/31/2024 |
|
$ |
2,448,980 |
|
|
2,431,281 |
|
|
2,409,796 |
|
|
|
0.15 |
% |
|
N |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27,250,811 |
|
|
26,994,490 |
|
|
|
1.64 |
% |
|
|
||
|
Airlines |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mesa Airlines, Inc. |
|
Aircraft Acquisition Incremental Loan |
|
LIBOR(M) |
|
|
2.00 |
% |
|
|
5.00 |
% |
|
|
7.00 |
% |
|
9/27/2023 |
|
$ |
1,947,089 |
|
|
1,929,445 |
|
|
1,888,676 |
|
|
|
0.11 |
% |
|
N |
||
|
Mesa Airlines, Inc. |
|
Aircraft Acquisition Loan |
|
LIBOR(M) |
|
|
2.00 |
% |
|
|
5.00 |
% |
|
|
7.00 |
% |
|
6/5/2023 |
|
$ |
15,488,204 |
|
|
15,358,100 |
|
|
15,116,487 |
|
|
|
0.92 |
% |
|
N |
||
|
One Sky Flight, LLC |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
7.50 |
% |
|
|
8.50 |
% |
|
12/27/2024 |
|
$ |
19,000,000 |
|
|
18,679,830 |
|
|
19,190,000 |
|
|
|
1.16 |
% |
|
N |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35,967,375 |
|
|
36,195,163 |
|
|
|
2.19 |
% |
|
|
||
|
Automobiles |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AutoAlert, LLC |
|
First Lien Incremental Term Loan |
|
LIBOR(Q) |
|
|
0.25 |
% |
|
|
10.75 |
% |
|
|
11.00 |
% |
|
1/1/2022 |
|
$ |
41,207,522 |
|
|
41,207,522 |
|
|
38,776,278 |
|
|
|
2.35 |
% |
|
N |
||
|
AutoAlert, LLC |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
0.25 |
% |
|
|
10.75 |
% |
|
|
11.00 |
% |
|
1/1/2022 |
|
$ |
16,307,846 |
|
|
16,307,846 |
|
|
15,345,683 |
|
|
|
0.93 |
% |
|
N |
||
|
DealerFX, Inc. |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
6.25% Cash + 2.00% PIK |
|
|
|
9.25 |
% |
|
2/1/2023 |
|
$ |
16,520,125 |
|
|
16,365,326 |
|
|
16,404,484 |
|
|
|
0.99 |
% |
|
N |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
73,880,694 |
|
|
70,526,445 |
|
|
|
4.27 |
% |
|
|
||
|
Building Products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dodge Data & Analytics, LLC |
|
First Lien Delayed Draw Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
7.00 |
% |
|
|
8.00 |
% |
|
3/31/2021 |
|
$ |
819,552 |
|
|
819,552 |
|
|
819,552 |
|
|
|
0.05 |
% |
|
N |
||
|
Dodge Data & Analytics, LLC |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
7.00 |
% |
|
|
8.00 |
% |
|
3/31/2021 |
|
$ |
33,152,046 |
|
|
33,152,046 |
|
|
33,152,046 |
|
|
|
2.01 |
% |
|
N |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33,971,598 |
|
|
33,971,598 |
|
|
|
2.06 |
% |
|
|
||
|
Capital Markets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HighTower Holding, LLC |
|
Second Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
8.75 |
% |
|
|
9.75 |
% |
|
1/31/2026 |
|
$ |
15,080,645 |
|
|
14,774,280 |
|
|
15,080,645 |
|
|
|
0.91 |
% |
|
N |
||
|
HighTower Holding, LLC |
|
Second Lien Delayed Draw Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
8.75 |
% |
|
|
9.75 |
% |
|
1/31/2026 |
|
$ |
6,169,355 |
|
|
6,073,309 |
|
|
6,169,355 |
|
|
|
0.37 |
% |
|
N |
||
|
HighTower Holdings |
|
Second Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
8.75 |
% |
|
|
9.75 |
% |
|
1/31/2026 |
|
$ |
6,249,999 |
|
|
6,128,534 |
|
|
6,249,999 |
|
|
|
0.38 |
% |
|
N |
||
|
Pico Quantitative Trading, LLC |
|
First Lien Term Loan (1.0% Exit Fee) |
|
LIBOR(Q) |
|
|
1.50 |
% |
|
|
7.25 |
% |
|
|
8.75 |
% |
|
2/7/2025 |
|
$ |
21,791,007 |
|
|
20,969,685 |
|
|
21,594,888 |
|
|
|
1.31 |
% |
|
L/N |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
47,945,808 |
|
|
49,094,887 |
|
|
|
2.97 |
% |
|
|
||
|
Commercial Services and Supplies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Kellermeyer Bergensons Services, LLC |
|
First Lien Delayed Draw Term Loan A |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
6.50 |
% |
|
|
7.50 |
% |
|
11/7/2026 |
|
$ |
1,423,529 |
|
|
1,411,012 |
|
|
1,437,765 |
|
|
|
0.09 |
% |
|
N |
||
|
Kellermeyer Bergensons Services, LLC |
|
First Lien Delayed Draw Term Loan B |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
6.50 |
% |
|
|
7.50 |
% |
|
11/7/2026 |
|
$ |
371,111 |
|
|
354,609 |
|
|
390,705 |
|
|
|
0.02 |
% |
|
N |
||
|
Kellermeyer Bergensons Services, LLC |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
6.50 |
% |
|
|
7.50 |
% |
|
11/7/2026 |
|
$ |
6,470,588 |
|
|
6,419,832 |
|
|
6,535,294 |
|
|
|
0.40 |
% |
|
N |
||
|
Team Software, Inc. |
|
First Lien Incremental Term Loan |
|
LIBOR(Q) |
|
|
— |
|
|
|
5.50 |
% |
|
|
5.81 |
% |
|
9/17/2023 |
|
$ |
7,220,080 |
|
|
7,142,178 |
|
|
7,183,980 |
|
|
|
0.44 |
% |
|
N |
||
|
Team Software, Inc. |
|
First Lien Revolver |
|
LIBOR(Q) |
|
|
— |
|
|
|
5.50 |
% |
|
|
5.81 |
% |
|
9/17/2023 |
|
$ |
1,053,363 |
|
|
1,024,123 |
|
|
1,035,807 |
|
|
|
0.06 |
% |
|
N |
||
|
Team Software, Inc. |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
— |
|
|
|
5.50 |
% |
|
|
5.81 |
% |
|
9/17/2023 |
|
$ |
13,167,038 |
|
|
13,050,648 |
|
|
13,101,203 |
|
|
|
0.79 |
% |
|
N |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29,402,402 |
|
|
29,684,754 |
|
|
|
1.80 |
% |
|
|
||
|
Communications Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Avanti Communications Jersey Limited (United Kingdom) |
|
1.25 Lien Term Loan |
|
Fixed |
|
|
— |
|
|
12.5% PIK |
|
|
|
12.50 |
% |
|
5/24/2021 |
|
$ |
232,780 |
|
|
232,780 |
|
|
232,780 |
|
|
|
0.01 |
% |
|
H/N |
|||
|
Avanti Communications Jersey Limited (United Kingdom) |
|
1.5 Lien Delayed Draw Term Loan |
|
Fixed |
|
|
— |
|
|
12.5% PIK |
|
|
|
12.50 |
% |
|
5/24/2021 |
|
$ |
1,373,054 |
|
|
1,373,054 |
|
|
1,373,054 |
|
|
|
0.08 |
% |
|
H/N |
|||
|
Avanti Communications Jersey Limited (United Kingdom) |
|
1.5 Lien Term Loan |
|
Fixed |
|
|
— |
|
|
12.5% PIK |
|
|
|
12.50 |
% |
|
5/24/2021 |
|
$ |
319,776 |
|
|
294,921 |
|
|
319,776 |
|
|
|
0.02 |
% |
|
H/N |
|||
|
Avanti Communications Group, PLC (United Kingdom) |
|
Sr New Money Initial Note |
|
Fixed |
|
|
— |
|
|
9% PIK |
|
|
|
— |
|
|
10/1/2022 |
|
$ |
1,592,934 |
|
|
1,591,586 |
|
|
637,174 |
|
|
|
0.04 |
% |
|
C/E/G/H/N |
|||
|
Avanti Communications Group, PLC (United Kingdom) |
|
Sr Second-Priority PIK Toggle Note |
|
Fixed |
|
|
— |
|
|
9% PIK |
|
|
|
— |
|
|
10/1/2022 |
|
$ |
4,064,721 |
|
|
4,064,219 |
|
|
1,625,888 |
|
|
|
0.10 |
% |
|
C/E/G/H/N |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,556,560 |
|
|
4,188,672 |
|
|
|
0.25 |
% |
|
|
||
11
BlackRock TCP Capital Corp.
Consolidated Schedule of Investments (Continued)
December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
Fair |
|
|
Cash and |
|
|
|
|||
|
Issuer |
|
Instrument |
|
Ref |
|
Floor |
|
|
Spread |
|
|
Coupon |
|
|
Maturity |
|
Principal |
|
|
Cost |
|
|
Value |
|
|
Investments |
|
|
Notes |
|||||||
|
Debt Investments (continued) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction and Engineering |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hylan Datacom & Electrical, LLC |
|
First Lien Incremental Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
5.50% Cash + 4.50% PIK |
|
|
|
11.00 |
% |
|
7/25/2021 |
|
$ |
2,658,374 |
|
|
$ |
2,645,763 |
|
|
$ |
2,261,479 |
|
|
|
0.14 |
% |
|
N |
|
|
Hylan Datacom & Electrical, LLC |
|
First Lien Term Loan (3.15% Exit Fee) |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
5.50% Cash + 4.50% PIK |
|
|
|
11.00 |
% |
|
7/25/2021 |
|
$ |
14,714,236 |
|
|
14,689,002 |
|
|
12,517,400 |
|
|
|
0.76 |
% |
|
L/N |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,334,765 |
|
|
14,778,879 |
|
|
|
0.90 |
% |
|
|
||
|
Consumer Finance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Auto Trakk SPV, LLC |
|
First Lien Delayed Draw Term Loan |
|
LIBOR(M) |
|
|
0.50 |
% |
|
|
6.50 |
% |
|
|
7.00 |
% |
|
12/21/2021 |
|
$ |
21,708,042 |
|
|
21,627,288 |
|
|
21,708,042 |
|
|
|
1.32 |
% |
|
N |
||
|
Barri Financial Group, LLC |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
7.75 |
% |
|
|
8.75 |
% |
|
10/23/2024 |
|
$ |
16,386,623 |
|
|
16,058,193 |
|
|
16,550,489 |
|
|
|
1.00 |
% |
|
N |
||
|
Open Lending, LLC |
|
First Lien Term Loan |
|
LIBOR(M) |
|
|
1.00 |
% |
|
|
6.50 |
% |
|
|
7.50 |
% |
|
3/11/2027 |
|
$ |
4,906,250 |
|
|
4,766,726 |
|
|
4,893,984 |
|
|
|
0.30 |
% |
|
N |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
42,452,207 |
|
|
43,152,515 |
|
|
|
2.62 |
% |
|
|
||
|
Diversified Consumer Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Spark Networks, Inc. |
|
Sr Secured Revolver |
|
LIBOR(Q) |
|
|
1.50 |
% |
|
|
8.00 |
% |
|
|
9.50 |
% |
|
7/1/2023 |
|
$ |
— |
|
|
|
(22,151 |
) |
|
|
(12,272 |
) |
|
|
— |
|
|
K/N |
|
Spark Networks, Inc. |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
1.50 |
% |
|
|
8.00 |
% |
|
|
9.50 |
% |
|
7/1/2023 |
|
$ |
19,848,972 |
|
|
19,372,272 |
|
|
19,551,237 |
|
|
|
1.19 |
% |
|
N |
||
|
Spark Networks, Inc. |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
1.50 |
% |
|
|
8.00 |
% |
|
|
9.50 |
% |
|
7/1/2023 |
|
$ |
1,207,065 |
|
|
1,171,712 |
|
|
1,188,959 |
|
|
|
0.07 |
% |
|
N |
||
|
Thras.io, LLC |
|
First Lien Delayed Draw Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
7.00 |
% |
|
|
8.00 |
% |
|
12/18/2026 |
|
$ |
— |
|
|
|
(248,494 |
) |
|
|
(248,494 |
) |
|
|
(0.02 |
)% |
|
K/N |
|
Thras.io, LLC |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
7.00 |
% |
|
|
8.00 |
% |
|
12/18/2026 |
|
$ |
15,060,241 |
|
|
14,683,735 |
|
|
14,683,735 |
|
|
|
0.89 |
% |
|
K/N |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34,957,074 |
|
|
35,163,165 |
|
|
|
1.19 |
% |
|
|
||
|
Diversified Financial Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36th Street Capital Partners Holdings, LLC |
|
Senior Note |
|
Fixed |
|
— |
|
|
|
12.00 |
% |
|
|
12.00 |
% |
|
11/30/2025 |
|
$ |
40,834,419 |
|
|
40,834,419 |
|
|
40,834,419 |
|
|
|
2.48 |
% |
|
E/F/N |
|||
|
Aretec Group, Inc. (Cetera) |
|
Second Lien Term Loan |
|
LIBOR(M) |
|
— |
|
|
|
8.25 |
% |
|
|
8.40 |
% |
|
10/1/2026 |
|
$ |
27,105,263 |
|
|
26,876,000 |
|
|
25,478,947 |
|
|
|
1.54 |
% |
|
G/N |
|||
|
Credit Suisse AG (Cayman Islands) |
|
Asset-Backed Credit Linked Notes |
|
LIBOR(Q) |
|
— |
|
|
|
9.50 |
% |
|
|
11.50 |
% |
|
4/12/2025 |
|
$ |
38,000,000 |
|
|
38,000,000 |
|
|
30,856,000 |
|
|
|
1.87 |
% |
|
H/I/N |
|||
|
GC Agile Holdings Limited (Apex) (England) |
|
First Lien Delayed Term Loan B |
|
LIBOR(Q) |
|
|
1.25 |
% |
|
|
7.00 |
% |
|
|
8.25 |
% |
|
6/15/2025 |
|
$ |
18,788,475 |
|
|
18,490,655 |
|
|
18,675,561 |
|
|
|
1.13 |
% |
|
H/N |
||
|
GC Agile Holdings Limited (Apex) (England) |
|
First Lien Term Loan A |
|
LIBOR(Q) |
|
|
1.25 |
% |
|
|
7.00 |
% |
|
|
8.25 |
% |
|
6/15/2025 |
|
$ |
816,583 |
|
|
803,983 |
|
|
809,070 |
|
|
|
0.05 |
% |
|
H/N |
||
|
RSB-160, LLC (Lat20) |
|
First Lien Delayed Draw Term Loan |
|
LIBOR(M) |
|
|
1.00 |
% |
|
|
6.00 |
% |
|
|
7.00 |
% |
|
7/20/2022 |
|
$ |
1,533,333 |
|
|
1,518,675 |
|
|
1,533,333 |
|
|
|
0.09 |
% |
|
N |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
126,523,732 |
|
|
118,187,330 |
|
|
|
7.16 |
% |
|
|
||
|
Diversified Telecommunication Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Aventiv Technologies, Inc. (Securus) |
|
Second Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
8.25 |
% |
|
|
9.25 |
% |
|
11/1/2025 |
|
$ |
25,846,154 |
|
|
25,679,341 |
|
|
21,237,009 |
|
|
|
1.30 |
% |
|
|
||
|
Telarix, Inc. |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
6.00 |
% |
|
|
7.00 |
% |
|
11/19/2023 |
|
$ |
7,368,750 |
|
|
7,295,192 |
|
|
7,242,008 |
|
|
|
0.44 |
% |
|
N |
||
|
Telarix, Inc. |
|
Sr Secured Revolver |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
6.00 |
% |
|
|
7.00 |
% |
|
11/19/2023 |
|
$ |
— |
|
|
|
(3,204 |
) |
|
|
(6,143 |
) |
|
|
— |
|
|
N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32,971,329 |
|
|
28,472,874 |
|
|
|
1.74 |
% |
|
|
||
|
Electric Utilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conergy Asia & ME Pte. Ltd (Singapore) |
|
First Lien Term Loan |
|
Fixed |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
6/30/2021 |
|
$ |
2,110,141 |
|
|
2,110,141 |
|
|
1,154,036 |
|
|
|
0.07 |
% |
|
D/F/H/N |
||
|
Kawa Solar Holdings Limited (Conergy) (Cayman Islands) |
|
Bank Guarantee Credit Facility |
|
Fixed |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
12/31/2021 |
|
$ |
6,578,877 |
|
|
6,578,877 |
|
|
3,336,148 |
|
|
|
0.20 |
% |
|
D/F/H/N |
||
|
Kawa Solar Holdings Limited (Conergy) (Cayman Islands) |
|
Revolving Credit Facility |
|
Fixed |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
12/31/2021 |
|
$ |
8,668,850 |
|
|
8,668,850 |
|
|
2,114,333 |
|
|
|
0.13 |
% |
|
D/F/H/N |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,357,868 |
|
|
6,604,517 |
|
|
|
0.40 |
% |
|
|
||
|
Electrical Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TCFI Amteck Holdings, LLC |
|
First Lien Delayed Draw Term Loan |
|
LIBOR(Q) |
|
|
— |
|
|
|
6.25 |
% |
|
|
6.56 |
% |
|
12/31/2024 |
|
$ |
526,131 |
|
|
520,301 |
|
|
526,131 |
|
|
|
0.03 |
% |
|
N |
||
|
TCFI Amteck Holdings, LLC |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
— |
|
|
|
6.25 |
% |
|
|
6.56 |
% |
|
12/31/2024 |
|
$ |
8,722,052 |
|
|
8,624,256 |
|
|
8,722,052 |
|
|
|
0.53 |
% |
|
N |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,144,557 |
|
|
9,248,183 |
|
|
|
0.56 |
% |
|
|
||
12
BlackRock TCP Capital Corp.
Consolidated Schedule of Investments (Continued)
December 31, 2020
|
Issuer |
|
Instrument |
|
Ref |
|
Floor |
|
|
Spread |
|
|
Total Coupon |
|
|
Maturity |
|
Principal |
|
|
Cost |
|
|
Fair Value |
|
|
% of Total Cash and Investments |
|
|
Notes |
|||||||
|
Debt Investments (continued) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Energy Equipment and Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GlassPoint Solar, Inc. |
|
First Lien Incremental Term Loan (4.0% Exit Fee) |
|
LIBOR(M) |
|
|
2.00 |
% |
|
|
8.50 |
% |
|
|
— |
|
|
8/31/2021 |
|
$ |
4,245,365 |
|
|
$ |
4,234,930 |
|
|
$ |
1,018,888 |
|
|
|
0.06 |
% |
|
C/L/N |
|
GlassPoint Solar, Inc. |
|
First Lien Incremental Term Loan A |
|
LIBOR(M) |
|
|
2.00 |
% |
|
|
8.50 |
% |
|
|
10.50 |
% |
|
8/31/2021 |
|
$ |
210,986 |
|
|
210,986 |
|
|
210,986 |
|
|
|
0.01 |
% |
|
N |
||
|
GlassPoint Solar, Inc. |
|
First Lien Term Loan (5.0% Exit Fee) |
|
LIBOR(M) |
|
|
— |
|
|
|
11.44 |
% |
|
|
— |
|
|
8/31/2021 |
|
$ |
2,324,588 |
|
|
2,283,788 |
|
|
557,901 |
|
|
|
0.03 |
% |
|
C/L/N |
||
|
Sphera Solutions, Inc. (Diamondback) |
|
First Lien FILO Term Loan B |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
7.75 |
% |
|
|
10.76 |
% |
|
6/14/2023 |
|
$ |
23,377,259 |
|
|
23,115,634 |
|
|
23,073,355 |
|
|
|
1.40 |
% |
|
N |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29,845,338 |
|
|
24,861,130 |
|
|
|
1.50 |
% |
|
|
||
|
Health Care Technology |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CAREATC, Inc. |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
7.25 |
% |
|
|
8.25 |
% |
|
3/14/2024 |
|
$ |
8,502,033 |
|
|
8,381,928 |
|
|
8,587,053 |
|
|
|
0.52 |
% |
|
N |
||
|
CAREATC, Inc. |
|
Sr Secured Revolver |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
7.25 |
% |
|
|
8.25 |
% |
|
3/14/2024 |
|
$ |
- |
|
|
|
(7,938 |
) |
|
|
— |
|
|
|
— |
|
|
K/N |
|
Edifecs, Inc. |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
7.50 |
% |
|
|
8.50 |
% |
|
9/21/2026 |
|
$ |
1,388,889 |
|
|
1,355,499 |
|
|
1,397,222 |
|
|
|
0.08 |
% |
|
N |
||
|
Patient Point Network Solutions, LLC |
|
Sr Secured Revolver |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
8.50 |
% |
|
|
9.50 |
% |
|
6/26/2022 |
|
$ |
- |
|
|
|
(1,824 |
) |
|
|
— |
|
|
|
— |
|
|
K/N |
|
Patient Point Network Solutions, LLC |
|
First Lien Incremental Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
7.50 |
% |
|
|
8.50 |
% |
|
6/26/2022 |
|
$ |
1,172,178 |
|
|
1,166,548 |
|
|
1,172,178 |
|
|
|
0.07 |
% |
|
N |
||
|
Patient Point Network Solutions, LLC |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
7.50 |
% |
|
|
8.50 |
% |
|
6/26/2022 |
|
$ |
6,081,798 |
|
|
6,058,408 |
|
|
6,081,798 |
|
|
|
0.37 |
% |
|
N |
||
|
Sandata Technologies, LLC |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
— |
|
|
|
6.00 |
% |
|
|
6.31 |
% |
|
7/23/2024 |
|
$ |
20,250,000 |
|
|
20,016,127 |
|
|
19,723,500 |
|
|
|
1.20 |
% |
|
N |
||
|
Sandata Technologies, LLC |
|
Sr Secured Revolver |
|
LIBOR(Q) |
|
|
— |
|
|
|
6.00 |
% |
|
|
6.31 |
% |
|
7/23/2024 |
|
$ |
- |
|
|
|
(24,784 |
) |
|
|
(58,500 |
) |
|
|
— |
|
|
K/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36,943,964 |
|
|
36,903,251 |
|
|
|
2.24 |
% |
|
|
||
|
Healthcare Providers and Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TEAM Services Group |
|
Second Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
9.00 |
% |
|
|
10.00 |
% |
|
11/13/2028 |
|
$ |
25,000,000 |
|
|
24,190,557 |
|
|
24,812,500 |
|
|
|
1.50 |
% |
|
N |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hotels, Restaurants and Leisure |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fishbowl, Inc. |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
— |
|
|
|
9.75 |
% |
|
|
10.06 |
% |
|
1/26/2022 |
|
$ |
25,990,088 |
|
|
25,818,817 |
|
|
14,944,301 |
|
|
|
0.91 |
% |
|
N |
||
|
Pegasus Business Intelligence, LP (Onyx Centersource) |
|
First Lien Incremental Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
6.25 |
% |
|
|
9.25 |
% |
|
12/20/2021 |
|
$ |
5,648,822 |
|
|
5,753,482 |
|
|
4,818,445 |
|
|
|
0.29 |
% |
|
N |
||
|
Pegasus Business Intelligence, LP (Onyx Centersource) |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
6.25 |
% |
|
|
9.25 |
% |
|
12/20/2021 |
|
$ |
13,510,298 |
|
|
13,732,711 |
|
|
11,524,284 |
|
|
|
0.70 |
% |
|
N |
||
|
Pegasus Business Intelligence, LP (Onyx Centersource) |
|
Revolver |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
6.25 |
% |
|
|
9.25 |
% |
|
12/20/2021 |
|
$ |
671,356 |
|
|
682,522 |
|
|
572,666 |
|
|
|
0.03 |
% |
|
N |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
45,987,532 |
|
|
31,859,696 |
|
|
|
1.93 |
% |
|
|
||
|
Insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2-10 Holdco, Inc. |
|
First Lien Term Loan |
|
LIBOR(M) |
|
|
1.00 |
% |
|
|
6.00 |
% |
|
|
7.00 |
% |
|
10/31/2024 |
|
$ |
3,741,667 |
|
|
3,689,786 |
|
|
3,741,667 |
|
|
|
0.23 |
% |
|
N |
||
|
2-10 Holdco, Inc. |
|
Sr Secured Revolver |
|
LIBOR(M) |
|
|
1.00 |
% |
|
|
6.00 |
% |
|
|
7.00 |
% |
|
10/31/2024 |
|
$ |
- |
|
|
|
(5,341 |
) |
|
|
— |
|
|
|
— |
|
|
K/N |
|
AmeriLife Holdings, LLC |
|
Second Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
8.50 |
% |
|
|
9.50 |
% |
|
3/18/2028 |
|
$ |
21,356,400 |
|
|
20,952,696 |
|
|
21,228,262 |
|
|
|
1.29 |
% |
|
N |
||
|
AmeriLife Holdings, LLC |
|
Second Lien Incremental Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
8.50 |
% |
|
|
9.50 |
% |
|
3/18/2028 |
|
$ |
7,454,593 |
|
|
7,324,604 |
|
|
7,409,865 |
|
|
|
0.45 |
% |
|
N |
||
|
IT Parent |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
6.25 |
% |
|
|
7.25 |
% |
|
10/1/2026 |
|
$ |
4,375,000 |
|
|
4,290,457 |
|
|
4,353,125 |
|
|
|
0.26 |
% |
|
N |
||
|
IT Parent |
|
Sr Secured Revolver |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
6.25 |
% |
|
|
7.25 |
% |
|
10/1/2026 |
|
$ |
500,000 |
|
|
488,014 |
|
|
496,875 |
|
|
|
0.03 |
% |
|
N |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36,740,216 |
|
|
37,229,794 |
|
|
|
1.97 |
% |
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Internet and Catalog Retail |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Live Auctioneers LLC |
|
First Lien Last Out B-2 Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
6.76 |
% |
|
|
7.76 |
% |
|
5/21/2025 |
|
$ |
13,820,056 |
|
|
13,598,260 |
|
|
13,571,295 |
|
|
|
0.82 |
% |
|
N |
||
|
Live Auctioneers LLC |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
6.76 |
% |
|
|
7.76 |
% |
|
5/21/2025 |
|
$ |
5,398,131 |
|
|
5,290,496 |
|
|
5,300,964 |
|
|
|
0.32 |
% |
|
N |
||
|
Syndigo, LLC |
|
Second Lien Term Loan |
|
LIBOR(Q) |
|
|
0.75 |
% |
|
|
8.00 |
% |
|
|
8.75 |
% |
|
12/14/2028 |
|
$ |
12,141,870 |
|
|
11,959,742 |
|
|
11,959,742 |
|
|
|
0.73 |
% |
|
N |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,848,498 |
|
|
30,832,001 |
|
|
|
3.08 |
% |
|
|
||
13
BlackRock TCP Capital Corp.
Consolidated Schedule of Investments (Continued)
December 31, 2020
|
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. |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
7.00 |
% |
|
|
8.00 |
% |
|
11/1/2025 |
|
$ |
16,648,997 |
|
|
$ |
16,366,935 |
|
|
$ |
16,898,731 |
|
|
|
1.02 |
% |
|
N |
|
Acquia Inc. |
|
Sr Secured Revolver |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
7.00 |
% |
|
|
8.00 |
% |
|
11/1/2025 |
|
$ |
- |
|
|
|
(29,118 |
) |
|
|
— |
|
|
|
— |
|
|
K/N |
|
Domo, Inc. |
|
First Lien Delayed Draw Term Loan (7.0% Exit Fee) |
|
LIBOR(M) |
|
|
1.50 |
% |
|
5.50% Cash + 2.50% PIK |
|
|
|
9.50 |
% |
|
4/1/2025 |
|
$ |
53,464,245 |
|
|
53,435,610 |
|
|
54,640,458 |
|
|
|
3.31 |
% |
|
L/N |
|||
|
Domo, Inc. |
|
First Lien Term Loan |
|
LIBOR(M) |
|
|
— |
|
|
9.5% PIK |
|
|
|
9.50 |
% |
|
4/1/2025 |
|
$ |
2,566,973 |
|
|
77,095 |
|
|
2,618,312 |
|
|
|
0.16 |
% |
|
N |
|||
|
FinancialForce.com, Inc. |
|
First Lien Delayed Draw Term Loan (3.0% Exit Fee) |
|
LIBOR(M) |
|
|
2.75 |
% |
|
|
6.75 |
% |
|
|
9.50 |
% |
|
2/1/2024 |
|
$ |
28,000,000 |
|
|
27,623,116 |
|
|
28,336,000 |
|
|
|
1.72 |
% |
|
L/N |
||
|
Foursquare Labs, Inc. |
|
First Lien Term Loan (5.0% Exit Fee) |
|
LIBOR(M) |
|
2.19% |
|
|
|
7.25 |
% |
|
|
9.44 |
% |
|
10/1/2022 |
|
$ |
33,750,000 |
|
|
33,546,196 |
|
|
33,817,500 |
|
|
|
2.05 |
% |
|
L/N |
|||
|
Foursquare Labs, Inc. |
|
First Lien Incremental Term Loan |
|
LIBOR(M) |
|
|
2.19 |
% |
|
|
7.25 |
% |
|
|
9.44 |
% |
|
10/1/2022 |
|
$ |
7,500,000 |
|
|
7,286,941 |
|
|
7,477,500 |
|
|
|
0.45 |
% |
|
N |
||
|
Foursquare |
|
First Lien Term Loan |
|
LIBOR(M) |
|
2.19% |
|
|
|
7.25 |
% |
|
|
9.44 |
% |
|
5/1/2023 |
|
$ |
2,500,000 |
|
|
2,475,000 |
|
|
2,555,000 |
|
|
|
0.15 |
% |
|
N |
|||
|
Metricstream, Inc |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
8.00 |
% |
|
|
9.00 |
% |
|
9/28/2024 |
|
$ |
23,104,483 |
|
|
22,670,625 |
|
|
22,642,394 |
|
|
|
1.37 |
% |
|
N |
||
|
Persado, Inc. |
|
First Lien Delayed Term Loan (4.25% Exit Fee) |
|
LIBOR(M) |
|
1.80% |
|
|
|
7.00 |
% |
|
|
8.80 |
% |
|
2/1/2025 |
|
$ |
8,782,078 |
|
|
8,708,373 |
|
|
8,694,258 |
|
|
|
0.53 |
% |
|
L/N |
|||
|
Quartz Holding Company (Quick Base) |
|
Second Lien Term Loan |
|
LIBOR(M) |
|
|
— |
|
|
|
8.00 |
% |
|
|
8.15 |
% |
|
4/2/2027 |
|
$ |
9,903,019 |
|
|
9,729,081 |
|
|
9,816,367 |
|
|
|
0.60 |
% |
|
N |
||
|
ResearchGate GmBH (Germany) |
|
First Lien Term Loan (4.0% Exit Fee) |
|
EURIBOR (Q) |
|
|
— |
|
|
|
8.55 |
% |
|
|
8.55 |
% |
|
10/1/2022 |
|
$ |
6,714,000 |
|
|
8,020,121 |
|
|
8,882,973 |
|
|
|
0.54 |
% |
|
H/L/N/O |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
189,909,975 |
|
|
196,379,493 |
|
|
|
11.90 |
% |
|
|
||
|
IT Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Puppet, Inc. |
|
First Lien Term Loan (3.0% Exit Fee) |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
8.50 |
% |
|
|
9.50 |
% |
|
6/19/2023 |
|
$ |
13,930,936 |
|
|
13,609,649 |
|
|
13,680,179 |
|
|
|
0.83 |
% |
|
L/N |
||
|
Web.com Group Inc. |
|
Second Lien Term Loan |
|
LIBOR(M) |
|
|
— |
|
|
|
7.75 |
% |
|
|
7.90 |
% |
|
10/11/2026 |
|
$ |
19,277,823 |
|
|
19,075,749 |
|
|
18,498,710 |
|
|
|
1.12 |
% |
|
G/J |
||
|
Xactly Corporation |
|
First Lien Incremental Term Loan B |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
7.25 |
% |
|
|
8.25 |
% |
|
7/31/2022 |
|
$ |
4,996,644 |
|
|
4,943,694 |
|
|
4,986,650 |
|
|
|
0.30 |
% |
|
N |
||
|
Xactly Corporation |
|
First Lien Incremental Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
7.25 |
% |
|
|
8.25 |
% |
|
7/31/2022 |
|
$ |
2,726,918 |
|
|
2,705,045 |
|
|
2,721,464 |
|
|
|
0.16 |
% |
|
N |
||
|
Xactly Corporation |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
7.25 |
% |
|
|
8.25 |
% |
|
7/31/2022 |
|
$ |
6,948,120 |
|
|
6,898,077 |
|
|
6,934,224 |
|
|
|
0.42 |
% |
|
N |
||
|
Xactly Corporation |
|
Sr Secured Revolver |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
7.25 |
% |
|
|
8.25 |
% |
|
7/31/2022 |
|
$ |
- |
|
|
|
(5,443 |
) |
|
|
(1,710 |
) |
|
|
— |
|
|
K/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
47,226,771 |
|
|
46,819,517 |
|
|
|
2.83 |
% |
|
|
||
|
Leisure Products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Blue Star Sports Holdings, Inc. |
|
First Lien Delayed Draw Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
5.75% cash + 2.00% PIK |
|
|
|
8.75 |
% |
|
6/15/2024 |
|
$ |
57,122 |
|
|
56,426 |
|
|
53,397 |
|
|
|
— |
|
|
N |
|||
|
Blue Star Sports Holdings, Inc. |
|
First Lien Revolver |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
5.75% cash + 2.00% PIK |
|
|
|
8.75 |
% |
|
6/15/2024 |
|
$ |
114,289 |
|
|
112,927 |
|
|
106,837 |
|
|
|
0.01 |
% |
|
N |
|||
|
Blue Star Sports Holdings, Inc. |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
5.75% cash + 2.00% PIK |
|
|
|
8.75 |
% |
|
6/15/2024 |
|
$ |
1,569,444 |
|
|
1,550,003 |
|
|
1,467,116 |
|
|
|
0.09 |
% |
|
N |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,719,356 |
|
|
1,627,350 |
|
|
|
0.10 |
% |
|
|
||
|
Machinery |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sonny's Enterprises, LLC |
|
First Lien Term Loan |
|
LIBOR(M) |
|
|
1.00 |
% |
|
|
7.00 |
% |
|
|
8.00 |
% |
|
8/5/2026 |
|
$ |
3,791,553 |
|
|
3,715,824 |
|
|
3,715,722 |
|
|
|
0.23 |
% |
|
K |
||
|
Sonny's Enterprises, LLC |
|
First Lien Delayed Draw Term Loan |
|
LIBOR(M) |
|
|
1.00 |
% |
|
|
7.00 |
% |
|
|
8.00 |
% |
|
8/5/2026 |
|
$ |
- |
|
|
|
(183,811 |
) |
|
|
(184,161 |
) |
|
|
(0.01 |
)% |
|
K |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,532,013 |
|
|
3,531,561 |
|
|
|
0.22 |
% |
|
|
||
|
Media |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Khoros, LLC (Lithium) |
|
Sr Secured Revolver |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
8.00 |
% |
|
|
9.00 |
% |
|
10/3/2022 |
|
$ |
509,379 |
|
|
496,840 |
|
|
474,231 |
|
|
|
0.03 |
% |
|
N |
||
|
Khoros, LLC (Lithium) |
|
Sr Secured Revolver |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
8.00 |
% |
|
|
9.00 |
% |
|
10/3/2022 |
|
$ |
151,743 |
|
|
147,099 |
|
|
141,272 |
|
|
|
0.01 |
% |
|
N |
||
|
Khoros, LLC (Lithium) |
|
First Lien Incremental Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
8.00 |
% |
|
|
9.00 |
% |
|
10/3/2022 |
|
$ |
7,131,905 |
|
|
7,054,572 |
|
|
6,967,871 |
|
|
|
0.42 |
% |
|
N |
||
|
Khoros, LLC (Lithium) |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
8.00 |
% |
|
|
9.00 |
% |
|
10/3/2022 |
|
$ |
20,884,731 |
|
|
20,704,358 |
|
|
20,404,382 |
|
|
|
1.24 |
% |
|
N |
||
|
NEP II, Inc. |
|
Second Lien Term Loan |
|
LIBOR(M) |
|
|
— |
|
|
|
7.00 |
% |
|
|
7.15 |
% |
|
10/19/2026 |
|
$ |
27,000,000 |
|
|
26,418,396 |
|
|
23,409,000 |
|
|
|
1.42 |
% |
|
G |
||
|
Quora, Inc. |
|
First Lien Term Loan (4.0% Exit Fee) |
|
Fixed |
|
|
— |
|
|
|
10.10 |
% |
|
|
10.10 |
% |
|
5/1/2022 |
|
$ |
12,692,602 |
|
|
12,582,602 |
|
|
12,768,758 |
|
|
|
0.77 |
% |
|
L/N |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
67,403,867 |
|
|
64,165,514 |
|
|
|
3.89 |
% |
|
|
||
|
Metal and Mining |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Neenah Foundry Company |
|
First Lien Term Loan B |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
9.00 |
% |
|
|
10.00 |
% |
|
12/13/2022 |
|
$ |
6,151,857 |
|
|
5,905,998 |
|
|
5,382,875 |
|
|
|
0.33 |
% |
|
N |
||
14
BlackRock TCP Capital Corp.
Consolidated Schedule of Investments (Continued)
December 31, 2020
|
Issuer |
|
Instrument |
|
Ref |
|
Floor |
|
|
Spread |
|
|
Total Coupon |
|
|
Maturity |
|
Principal |
|
|
Cost |
|
|
Fair Value |
|
|
% of Total Cash and Investments |
|
|
Notes |
|||||||
|
Debt Investments (continued) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil, Gas and Consumable Fuels |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Iracore International, Inc. |
|
First Lien Term Loan |
|
LIBOR(M) |
|
|
1.00 |
% |
|
|
9.00 |
% |
|
|
10.00 |
% |
|
4/13/2021 |
|
$ |
1,324,140 |
|
|
$ |
1,324,140 |
|
|
$ |
1,324,140 |
|
|
|
0.08 |
% |
|
B/N |
|
Personal Products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Olaplex, Inc. |
|
Sr Secured Revolver |
|
LIBOR(M) |
|
|
1.00 |
% |
|
|
6.50 |
% |
|
|
7.50 |
% |
|
1/8/2025 |
|
|
— |
|
|
|
(22,078 |
) |
|
|
(13,400 |
) |
|
|
— |
|
|
K/N |
|
Olaplex, Inc. |
|
First Lien Term Loan |
|
LIBOR(M) |
|
|
1.00 |
% |
|
|
6.50 |
% |
|
|
7.50 |
% |
|
1/8/2026 |
|
$ |
13,403,873 |
|
|
13,168,640 |
|
|
13,269,835 |
|
|
|
0.80 |
% |
|
N |
||
|
Olaplex, Inc. |
|
First Lien Term Loan |
|
LIBOR(M) |
|
|
1.00 |
% |
|
|
6.50 |
% |
|
|
7.50 |
% |
|
1/8/2026 |
|
$ |
5,170,752 |
|
|
5,119,044 |
|
|
5,119,044 |
|
|
|
0.31 |
% |
|
N |
||
|
Paula's Choice Holdings, Inc. |
|
First Lien Term Loan |
|
LIBOR(M) |
|
|
1.00 |
% |
|
|
6.25 |
% |
|
|
7.25 |
% |
|
11/17/2025 |
|
$ |
20,000,000 |
|
|
19,452,319 |
|
|
19,500,000 |
|
|
|
1.18 |
% |
|
N |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37,717,925 |
|
|
37,875,479 |
|
|
|
2.30 |
% |
|
|
||
|
Professional Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Applause App Quality, Inc. |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
5.00 |
% |
|
|
6.00 |
% |
|
9/20/2022 |
|
$ |
20,772,306 |
|
|
20,610,750 |
|
|
20,772,306 |
|
|
|
1.26 |
% |
|
N |
||
|
Applause App Quality, Inc. |
|
Sr Secured Revolver |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
5.00 |
% |
|
|
6.00 |
% |
|
9/20/2022 |
|
|
— |
|
|
|
(10,443 |
) |
|
|
— |
|
|
|
— |
|
|
K/N |
|
CIBT Solutions, Inc. |
|
Second Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
7.75 |
% |
|
|
— |
|
|
6/1/2025 |
|
$ |
8,011,188 |
|
|
7,956,586 |
|
|
4,099,044 |
|
|
|
0.25 |
% |
|
C/G/N |
||
|
Dude Solutions Holdings, Inc. |
|
Sr Secured Revolver |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
7.50 |
% |
|
|
8.50 |
% |
|
6/13/2025 |
|
|
— |
|
|
|
(37,510 |
) |
|
|
— |
|
|
|
— |
|
|
K/N |
|
Dude Solutions Holdings, Inc. |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
7.50 |
% |
|
|
8.50 |
% |
|
6/13/2025 |
|
$ |
16,884,883 |
|
|
16,579,885 |
|
|
17,222,581 |
|
|
|
1.04 |
% |
|
N |
||
|
Dude Solutions Holdings, Inc. |
|
First Lien Incremental Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
7.50 |
% |
|
|
8.50 |
% |
|
6/13/2025 |
|
$ |
2,227,508 |
|
|
2,183,489 |
|
|
2,272,058 |
|
|
|
0.14 |
% |
|
N |
||
|
Dude Solutions Holdings, Inc. |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
7.50 |
% |
|
|
8.50 |
% |
|
6/13/2025 |
|
$ |
3,627,272 |
|
|
3,510,848 |
|
|
3,714,327 |
|
|
|
0.23 |
% |
|
N |
||
|
iCIMS, Inc. |
|
Sr Secured Revolver |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
6.50 |
% |
|
|
7.50 |
% |
|
9/12/2024 |
|
$ |
121,678 |
|
|
120,176 |
|
|
119,975 |
|
|
|
0.01 |
% |
|
K/N |
||
|
iCIMS, Inc. |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
6.50 |
% |
|
|
7.50 |
% |
|
9/12/2024 |
|
$ |
2,351,073 |
|
|
2,315,704 |
|
|
2,318,158 |
|
|
|
0.14 |
% |
|
N |
||
|
iCIMS, Inc. |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
6.50 |
% |
|
|
7.50 |
% |
|
9/12/2024 |
|
$ |
353,250 |
|
|
346,429 |
|
|
348,305 |
|
|
|
0.02 |
% |
|
N |
||
|
Institutional Shareholder Services, Inc. |
|
Second Lien Term Loan |
|
LIBOR(Q) |
|
|
— |
|
|
|
8.50 |
% |
|
|
8.72 |
% |
|
3/5/2027 |
|
$ |
5,820,856 |
|
|
5,672,120 |
|
|
5,791,752 |
|
|
|
0.35 |
% |
|
N |
||
|
RigUp, Inc. |
|
First Delayed Draw Term Loan (3.5% Exit Fee) |
|
LIBOR(M) |
|
1.50% |
|
|
|
7.00 |
% |
|
|
8.50 |
% |
|
3/1/2024 |
|
$ |
19,333,333 |
|
|
18,855,629 |
|
|
18,811,333 |
|
|
|
1.14 |
% |
|
L/N |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
78,103,663 |
|
|
75,469,839 |
|
|
|
4.58 |
% |
|
|
||
|
Real Estate Management and Development |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Space Midco, Inc. (Archibus) |
|
First Lien Term Loan |
|
LIBOR(M) |
|
|
— |
|
|
|
6.25 |
% |
|
|
6.44 |
% |
|
12/5/2023 |
|
$ |
4,444,444 |
|
|
4,387,820 |
|
|
4,355,556 |
|
|
|
0.26 |
% |
|
N |
||
|
Space Midco, Inc. (Archibus) |
|
Sr Secured Revolver |
|
LIBOR(M) |
|
|
— |
|
|
|
6.25 |
% |
|
|
6.44 |
% |
|
12/5/2023 |
|
|
— |
|
|
|
(3,393 |
) |
|
|
(5,556 |
) |
|
|
— |
|
|
K/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,384,427 |
|
|
4,350,000 |
|
|
|
0.26 |
% |
|
|
||
|
Road and Rail |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GlobalTranz Enterprises LLC |
|
Second Lien Term Loan |
|
LIBOR(M) |
|
|
— |
|
|
|
8.25 |
% |
|
|
8.40 |
% |
|
5/15/2027 |
|
$ |
19,382,324 |
|
|
19,045,353 |
|
|
16,610,652 |
|
|
|
1.01 |
% |
|
N |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Software |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Certify, Inc. |
|
First Lien Delayed Draw Term Loan |
|
LIBOR(M) |
|
|
1.00 |
% |
|
|
5.75 |
% |
|
|
6.75 |
% |
|
2/28/2024 |
|
$ |
3,188,631 |
|
|
3,150,214 |
|
|
3,161,527 |
|
|
|
0.19 |
% |
|
N |
||
|
Certify, Inc. |
|
First Lien Term Loan |
|
LIBOR(M) |
|
|
1.00 |
% |
|
|
5.75 |
% |
|
|
6.75 |
% |
|
2/28/2024 |
|
$ |
23,383,293 |
|
|
23,314,597 |
|
|
23,184,535 |
|
|
|
1.41 |
% |
|
N |
||
|
Certify, Inc. |
|
Sr Secured Revolver |
|
LIBOR(M) |
|
|
1.00 |
% |
|
|
5.75 |
% |
|
|
6.75 |
% |
|
2/28/2024 |
|
$ |
265,719 |
|
|
250,220 |
|
|
256,685 |
|
|
|
0.02 |
% |
|
K/N |
||
|
Rhode Holdings, Inc. (Kaseya) |
|
First Lien Delayed Draw Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
4% Cash+3% PIK |
|
|
|
8.00 |
% |
|
5/2/2025 |
|
$ |
1,732,500 |
|
|
1,707,152 |
|
|
1,744,628 |
|
|
|
0.11 |
% |
|
N |
|||
|
Rhode Holdings, Inc. (Kaseya) |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
4% Cash+3% PIK |
|
|
|
8.00 |
% |
|
5/2/2025 |
|
$ |
14,616,458 |
|
|
14,394,168 |
|
|
14,719,558 |
|
|
|
0.89 |
% |
|
N |
|||
|
Rhode Holdings, Inc. (Kaseya) |
|
Sr Secured Revolver |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
6.50 |
% |
|
|
7.50 |
% |
|
5/2/2025 |
|
$ |
590,882 |
|
|
572,713 |
|
|
590,882 |
|
|
|
0.04 |
% |
|
N |
||
|
Rhode Holdings, Inc. (Kaseya) |
|
First Lien Incremental Delayed Draw Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
4% Cash+3% PIK |
|
|
|
8.00 |
% |
|
5/2/2025 |
|
|
— |
|
|
|
(12,010 |
) |
|
5,710 |
|
|
|
— |
|
|
K/N |
||
|
Rhode Holdings, Inc. (Kaseya) |
|
First Lien Incremental Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
4% Cash+3% PIK |
|
|
|
8.00 |
% |
|
5/2/2025 |
|
$ |
1,281,602 |
|
|
1,262,824 |
|
|
1,290,573 |
|
|
|
0.08 |
% |
|
N |
|||
|
Rhode Holdings, Inc. (Kaseya) |
|
First Lien Delayed Draw Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
4% Cash+3% PIK |
|
|
|
8.00 |
% |
|
5/2/2025 |
|
|
— |
|
|
|
(8,557 |
) |
|
4,905 |
|
|
|
— |
|
|
K/N |
||
|
Rhode Holdings, Inc. (Kaseya) |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
4% Cash+3% PIK |
|
|
|
8.00 |
% |
|
5/2/2025 |
|
$ |
385,419 |
|
|
377,820 |
|
|
388,117 |
|
|
|
0.02 |
% |
|
N |
|||
|
Snow Software AB |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
2.00% |
|
|
|
6.00 |
% |
|
|
8.00 |
% |
|
4/17/2024 |
|
$ |
10,373,317 |
|
|
10,223,498 |
|
|
10,552,775 |
|
|
|
0.64 |
% |
|
N |
|||
|
Snow Software AB |
|
First Lien Incremental Term Loan |
|
LIBOR(Q) |
|
2.00% |
|
|
|
6.00 |
% |
|
|
8.00 |
% |
|
4/17/2024 |
|
$ |
11,543,865 |
|
|
11,360,297 |
|
|
11,743,574 |
|
|
|
0.71 |
% |
|
N |
|||
|
Snow Software AB |
|
Sr Secured Revolver |
|
LIBOR(Q) |
|
2.00% |
|
|
|
6.00 |
% |
|
|
8.00 |
% |
|
4/17/2024 |
|
$ |
1,308,164 |
|
|
1,248,629 |
|
|
1,308,164 |
|
|
|
0.08 |
% |
|
N |
|||
|
Snow Software AB |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
2.00% |
|
|
|
6.00 |
% |
|
|
8.00 |
% |
|
4/21/2021 |
|
$ |
4,477,328 |
|
|
4,435,255 |
|
|
4,554,786 |
|
|
|
0.28 |
% |
|
N |
|||
|
Superman Holdings, LLC |
|
Sr Secured Revolver |
|
PRIME |
|
|
— |
|
|
|
7.00 |
% |
|
|
10.25 |
% |
|
8/31/2026 |
|
|
— |
|
|
|
(29,663 |
) |
|
|
— |
|
|
|
— |
|
|
K/N |
15
BlackRock TCP Capital Corp.
Consolidated Schedule of Investments (Continued)
December 31, 2020
|
Issuer |
|
Instrument |
|
Ref |
|
Floor |
|
|
Spread |
|
|
Total Coupon |
|
|
Maturity |
|
Principal |
|
|
Cost |
|
|
Fair Value |
|
|
% of Total Cash and Investments |
|
|
Notes |
|||||||
|
Debt Investments (continued) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Superman Holdings, LLC |
|
Sr Secured Revolver |
|
PRIME |
|
|
— |
|
|
|
7.00 |
% |
|
|
10.25 |
% |
|
8/31/2027 |
|
$ |
8,820,316 |
|
|
$ |
8,608,974 |
|
|
$ |
8,855,597 |
|
|
|
0.54 |
% |
|
N |
|
Syntellis Performance Solutions, Inc |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
8.00 |
% |
|
|
9.00 |
% |
|
8/2/2027 |
|
$ |
21,402,299 |
|
|
20,783,432 |
|
|
21,509,310 |
|
|
|
1.30 |
% |
|
N |
||
|
Winshuttle, LLC |
|
First Lien FILO Term Loan |
|
LIBOR(M) |
|
|
1.00 |
% |
|
|
8.42 |
% |
|
|
9.42 |
% |
|
8/9/2024 |
|
$ |
13,867,521 |
|
|
13,575,211 |
|
|
14,075,534 |
|
|
|
0.85 |
% |
|
N |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
115,214,774 |
|
|
117,946,860 |
|
|
|
7.16 |
% |
|
|
||
|
Specialty Retail |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Calceus Acquisition, Inc. (Cole Haan) |
|
First Lien Term Loan B |
|
LIBOR(Q) |
|
|
— |
|
|
|
5.50 |
% |
|
|
5.73 |
% |
|
2/12/2025 |
|
$ |
590,021 |
|
|
560,513 |
|
|
566,420 |
|
|
|
0.03 |
% |
|
N |
||
|
Calceus Acquisition, Inc. (Cole Haan) |
|
Sr Secured Notes |
|
Fixed |
|
|
— |
|
|
|
9.75 |
% |
|
|
9.75 |
% |
|
2/19/2025 |
|
$ |
20,000,000 |
|
|
19,455,896 |
|
|
21,970,000 |
|
|
|
1.33 |
% |
|
N |
||
|
USR Parent, Inc. (Staples) |
|
First Lien FILO Term Loan |
|
LIBOR(M) |
|
|
1.00 |
% |
|
|
8.84 |
% |
|
|
9.84 |
% |
|
9/12/2022 |
|
$ |
4,588,974 |
|
|
4,542,337 |
|
|
4,634,863 |
|
|
|
0.28 |
% |
|
N |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,558,746 |
|
|
27,171,283 |
|
|
|
1.64 |
% |
|
|
||
|
Textiles, Apparel and Luxury Goods |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kenneth Cole Productions, Inc. |
|
First Lien FILO Term Loan |
|
LIBOR(M) |
|
|
1.00 |
% |
|
|
7.75 |
% |
|
|
8.75 |
% |
|
12/28/2023 |
|
$ |
17,941,278 |
|
|
17,855,159 |
|
|
17,941,278 |
|
|
|
1.09 |
% |
|
N |
||
|
PSEB, LLC (Eddie Bauer) |
|
First Lien FILO II Term Loan |
|
PRIME |
|
|
— |
|
|
|
7.25 |
% |
|
|
10.50 |
% |
|
10/12/2023 |
|
$ |
10,793,402 |
|
|
10,603,924 |
|
|
10,793,402 |
|
|
|
0.65 |
% |
|
N |
||
|
PSEB, LLC (Eddie Bauer) |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
1.50% |
|
|
|
8.00 |
% |
|
|
9.50 |
% |
|
10/12/2023 |
|
$ |
37,237,236 |
|
|
36,598,542 |
|
|
37,795,794 |
|
|
|
2.30 |
% |
|
N |
|||
|
WH Buyer, LLC (Anne Klein) |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
1.50% |
|
|
|
7.76 |
% |
|
|
9.26 |
% |
|
7/16/2025 |
|
$ |
27,664,640 |
|
|
27,429,571 |
|
|
27,498,652 |
|
|
|
1.68 |
% |
|
N |
|||
|
WH Buyer, LLC (Anne Klein) |
|
First Lien Incremental Term Loan |
|
LIBOR(Q) |
|
1.50% |
|
|
|
7.76 |
% |
|
|
9.26 |
% |
|
7/16/2025 |
|
$ |
5,307,692 |
|
|
5,260,224 |
|
|
5,275,846 |
|
|
|
0.32 |
% |
|
N |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
97,747,420 |
|
|
99,304,972 |
|
|
|
6.04 |
% |
|
|
||
|
Thrifts and Mortgage Finance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Greystone Select Holdings, LLC |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
1.00% |
|
|
|
8.00 |
% |
|
|
9.00 |
% |
|
4/17/2024 |
|
$ |
24,579,526 |
|
|
24,469,428 |
|
|
24,825,321 |
|
|
|
1.51 |
% |
|
N |
|||
|
Home Partners of America, Inc. |
|
First Lien Term Loan |
|
LIBOR(M) |
|
1.00% |
|
|
|
6.25 |
% |
|
|
7.25 |
% |
|
10/13/2022 |
|
$ |
2,857,143 |
|
|
2,836,813 |
|
|
2,857,143 |
|
|
|
0.17 |
% |
|
N |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27,306,241 |
|
|
27,682,464 |
|
|
|
1.68 |
% |
|
|
||
|
Tobacco Related |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Juul Labs, Inc. |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
1.50% |
|
|
|
8.00 |
% |
|
|
9.50 |
% |
|
8/2/2023 |
|
$ |
26,452,995 |
|
|
26,264,571 |
|
|
26,400,089 |
|
|
|
1.60 |
% |
|
N |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Debt Investments - 188.9% of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,488,638,125 |
|
|
1,444,803,932 |
|
|
|
87.59 |
% |
|
|
||||
16
BlackRock TCP Capital Corp.
Consolidated Schedule of Investments (Continued)
December 31, 2020
|
Issuer |
|
Instrument |
|
|
|
|
|
|
|
|
|
Expiration |
|
Shares |
|
|
Cost |
|
|
Fair Value |
|
|
% of Total Cash and Investments |
|
|
Notes |
||||
|
Equity Securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Airlines |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Epic Aero, Inc (One Sky) |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
1,842 |
|
|
$ |
855,313 |
|
|
$ |
11,346,069 |
|
|
|
0.69 |
% |
|
D/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Automobiles |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AutoAlert Acquisition Co, LLC |
|
Warrants to Purchase LLC Interest |
|
|
|
|
|
|
|
|
|
6/28/2030 |
|
|
7 |
|
|
|
2,910,423 |
|
|
|
2,818,737 |
|
|
|
0.17 |
% |
|
D/E/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital Markets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pico Quantitative Trading, LLC |
|
Warrants to Purchase Membership Units (144A) |
|
|
|
|
|
|
|
|
|
2/7/2030 |
|
|
287 |
|
|
|
645,121 |
|
|
|
697,010 |
|
|
|
0.04 |
% |
|
D/E/N |
|
Chemicals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AGY Holding Corp. |
|
Series A Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
1,786,785 |
|
|
|
485,322 |
|
|
|
663,166 |
|
|
|
0.04 |
% |
|
D/N |
|
AGY Holding Corp. |
|
Series B Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
1,250,749 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
D/N |
|
AGY Holding Corp. |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
982,732 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
D/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
485,322 |
|
|
|
663,166 |
|
|
|
0.04 |
% |
|
|
|
Communications Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Avanti Communications Group, PLC (United Kingdom) |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
26,576,710 |
|
|
|
4,902,674 |
|
|
|
— |
|
|
|
— |
|
|
D/E/H/N/O |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diversified Consumer Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TVG-Edmentum Holdings, LLC |
|
Series A Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
27,603,779 |
|
|
|
27,603,779 |
|
|
|
27,758,980 |
|
|
|
1.68 |
% |
|
B/E |
|
TVG-Edmentum Holdings, LLC |
|
Series B-1 Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
13,421,162 |
|
|
|
13,421,162 |
|
|
13,511,732 |
|
|
|
0.82 |
% |
|
B/E |
|
|
TVG-Edmentum Holdings, LLC |
|
Series B-2 Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
13,421,162 |
|
|
|
13,421,162 |
|
|
|
12,868,247 |
|
|
|
0.78 |
% |
|
B/D/E |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
54,446,103 |
|
|
|
54,138,959 |
|
|
|
3.28 |
% |
|
|
|
Diversified Financial Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36th Street Capital Partners Holdings, LLC |
|
Membership Units |
|
|
|
|
|
|
|
|
|
|
|
|
22,199,416 |
|
|
|
22,199,416 |
|
|
|
33,135,000 |
|
|
|
2.01 |
% |
|
E/F/N |
|
Conventional Lending TCP Holdings, LLC |
|
Membership Units |
|
|
|
|
|
|
|
|
|
|
|
|
19,000,869 |
|
|
|
19,000,869 |
|
|
|
18,050,826 |
|
|
|
1.09 |
% |
|
E/F/I/N |
|
GACP I, LP (Great American Capital) |
|
Membership Units |
|
|
|
|
|
|
|
|
|
|
|
|
1,392,896 |
|
|
|
1,392,896 |
|
|
|
1,995,210 |
|
|
|
0.12 |
% |
|
E/I/N |
|
GACP II, LP (Great American Capital) |
|
Membership Units |
|
|
|
|
|
|
|
|
|
|
|
|
15,980,492 |
|
|
|
15,980,492 |
|
|
|
17,341,570 |
|
|
|
1.05 |
% |
|
E/I/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
58,573,673 |
|
|
|
70,522,606 |
|
|
|
4.27 |
% |
|
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
3,333 |
|
|
|
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 |
|
|
|
— |
|
|
|
— |
|
|
D/E |
|
Utilidata, Inc. |
|
Series C Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
257,369 |
|
|
|
153,398 |
|
|
|
229,000 |
|
|
|
0.01 |
% |
|
D/E |
|
Utilidata, Inc. |
|
Series CC Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
500,000 |
|
|
|
500,000 |
|
|
|
23,000 |
|
|
|
— |
|
|
D/E |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,098,416 |
|
|
|
252,000 |
|
|
|
0.01 |
% |
|
|
|
Electrical Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TCFI Amteck Holdings, LLC |
|
Series A Preferred Units |
|
|
|
|
|
|
|
|
|
|
|
|
8,020,824 |
|
|
|
7,511,391 |
|
|
|
8,117,074 |
|
|
|
0.50 |
% |
|
N |
|
TCFI Amteck Holdings, LLC |
|
Common Units |
|
|
|
|
|
|
|
|
|
|
|
|
362,513 |
|
|
|
395,336 |
|
|
|
8,845,317 |
|
|
|
0.55 |
% |
|
D/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,906,727 |
|
|
|
16,962,391 |
|
|
|
1.05 |
% |
|
|
|
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 Solar, Inc. |
|
Warrants to Purchase Series E Preferred Stock |
|
|
|
|
|
|
|
|
|
2/7/2027 |
|
|
400,000 |
|
|
|
248,555 |
|
|
|
— |
|
|
|
— |
|
|
D/E/N |
|
GlassPoint Solar, Inc. |
|
Warrants to Purchase Series E Preferred Stock |
|
|
|
|
|
|
|
|
|
2/7/2027 |
|
|
2,048,000 |
|
|
505,450 |
|
|
— |
|
|
— |
|
|
D/E/N |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
754,005 |
|
|
— |
|
|
— |
|
|
|
|||
17
BlackRock TCP Capital Corp.
Consolidated Schedule of Investments (Continued)
December 31, 2020
|
Issuer |
|
Instrument |
|
|
|
|
|
|
|
|
|
Expiration |
|
Shares |
|
|
Cost |
|
|
Fair Value |
|
|
% of Total Cash and Investments |
|
|
Notes |
||||
|
Equity Securities (continued) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Internet Software and Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Domo, Inc. |
|
Warrants to Purchase Class B Common Stock |
|
|
|
|
|
|
|
|
|
8/7/2023 |
|
|
49,792 |
|
|
$ |
1,543,054 |
|
|
$ |
3,175,236 |
|
|
|
0.19 |
% |
|
D/E |
|
FinancialForce.com, Inc. |
|
Warrants to Purchase Series C Preferred Stock |
|
|
|
|
|
|
|
|
|
1/30/2029 |
|
840,000 |
|
|
287,985 |
|
|
385,600 |
|
|
|
0.02 |
% |
|
D/E/N |
|||
|
Foursquare Labs, Inc. |
|
Warrants to Purchase Series E Preferred Stock |
|
|
|
|
|
|
|
|
|
5/4/2027 |
|
|
2,062,500 |
|
|
508,805 |
|
|
1,144,786 |
|
|
|
0.07 |
% |
|
D/E/N |
||
|
InMobi, Inc. (Singapore) |
|
Warrants to Purchase Common Stock |
|
|
|
|
|
|
|
|
|
8/15/2027 |
|
|
1,327,869 |
|
|
212,360 |
|
|
422,705 |
|
|
|
0.03 |
% |
|
D/E/H/N |
||
|
InMobi, Inc. (Singapore) |
|
Warrants to Purchase Series E Preferred Stock (Strike Price $20.01) |
|
|
|
|
|
|
|
|
|
9/18/2025 |
|
|
1,049,996 |
|
|
276,492 |
|
|
514,918 |
|
|
|
0.03 |
% |
|
D/E/H/N |
||
|
InMobi, Inc. (Singapore) |
|
Warrants to Purchase Series E Preferred Stock (Strike Price $28.58) |
|
|
|
|
|
|
|
|
|
10/3/2028 |
|
|
1,511,002 |
|
|
93,407 |
|
|
541,900 |
|
|
|
0.03 |
% |
|
D/E/H/N |
||
|
ResearchGate Corporation (Germany) |
|
Warrants to Purchase Series D Preferred Stock |
|
|
|
|
|
|
|
|
|
10/30/2029 |
|
|
333,370 |
|
|
202,001 |
|
|
110,000 |
|
|
|
0.01 |
% |
|
D/E/H/N/O |
||
|
Snaplogic, Inc. |
|
Warrants to Purchase Series Preferred Stock |
|
|
|
|
|
|
|
|
|
3/19/2028 |
|
|
1,860,000 |
|
|
377,722 |
|
|
5,200,000 |
|
|
|
0.32 |
% |
|
D/E/N |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,501,826 |
|
|
11,495,145 |
|
|
|
0.70 |
% |
|
|
||
|
IT Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fidelis (SVC), LLC |
|
Preferred Units |
|
|
|
|
|
|
|
|
|
|
|
|
657,932 |
|
|
|
2,001,384 |
|
|
|
75,613 |
|
|
— |
|
|
D/E/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Life Sciences Tools and Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Envigo RMS Holdings Corp. |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
36,413 |
|
|
— |
|
|
235,228 |
|
|
|
0.01 |
% |
|
D/E/N |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Media |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NEG Parent, LLC (Core Entertainment, Inc.) |
|
Class A Units |
|
|
|
|
|
|
|
|
|
|
|
|
2,720,392 |
|
|
2,772,807 |
|
|
7,401,888 |
|
|
|
0.45 |
% |
|
B/D/E/N |
||
|
NEG Parent, LLC (Core Entertainment, Inc.) |
|
Class A Warrants to Purchase Class A Units |
|
|
|
|
|
|
|
|
|
10/17/2026 |
|
|
343,387 |
|
|
196,086 |
|
|
438,161 |
|
|
|
0.03 |
% |
|
B/D/E/N |
||
|
NEG Parent, LLC (Core Entertainment, Inc.) |
|
Class B Warrants to Purchase Class A Units |
|
|
|
|
|
|
|
|
|
10/17/2026 |
|
|
346,794 |
|
|
198,032 |
|
|
442,508 |
|
|
|
0.03 |
% |
|
B/D/E/N |
||
|
Quora, Inc. |
|
Warrants to Purchase Series D Preferred Stock |
|
|
|
|
|
|
|
|
|
4/11/2029 |
|
507,704 |
|
|
65,245 |
|
|
105,095 |
|
|
|
0.01 |
% |
|
D/E/N |
|||
|
SoundCloud, Ltd. (United Kingdom) |
|
Warrants to Purchase Preferred Stock |
|
|
|
|
|
|
|
|
|
4/29/2025 |
|
946,498 |
|
|
79,082 |
|
|
45,143 |
|
|
— |
|
|
D/E/H/N |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,311,252 |
|
|
8,432,795 |
|
|
|
0.52 |
% |
|
|
||
|
Oil, Gas and Consumable Fuels |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Iracore Investments Holdings, Inc. |
|
Class A Common Stock |
|
|
|
|
|
|
|
|
|
|
|
16,207 |
|
|
4,177,707 |
|
|
5,181,526 |
|
|
|
0.31 |
% |
|
B/D/E/N |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Professional Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Anacomp, Inc. |
|
Class A Common Stock |
|
|
|
|
|
|
|
|
|
|
|
1,255,527 |
|
|
26,711,048 |
|
|
401,769 |
|
|
|
0.02 |
% |
|
D/E/F/N |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Semiconductors and Semiconductor Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Nanosys, Inc. |
|
Warrants to Purchase Preferred Stock |
|
|
|
|
|
|
|
|
|
3/29/2023 |
|
800,000 |
|
|
605,266 |
|
|
962,482 |
|
|
|
0.06 |
% |
|
D/E/N |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Software |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Actifio, Inc. |
|
Warrants to Purchase Series G Preferred Stock |
|
|
|
|
|
|
|
|
|
5/5/2027 |
|
1,052,651 |
|
|
188,770 |
|
|
71,292 |
|
|
— |
|
|
D/E/N |
||||
|
Tradeshift, Inc. |
|
Warrants to Purchase Series D Preferred Stock |
|
|
|
|
|
|
|
|
|
3/26/2027 |
|
1,712,930 |
|
|
577,843 |
|
|
503,762 |
|
|
|
0.03 |
% |
|
D/E/N |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
766,613 |
|
|
575,054 |
|
|
|
0.03 |
% |
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Equity Securities - 24.2% of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
184,131,772 |
|
|
184,760,550 |
|
|
|
11.20 |
% |
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investments - 213.0% of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,672,769,897 |
|
|
$ |
1,629,564,482 |
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and Cash Equivalents - 2.6% of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,006,580 |
|
|
|
1.21 |
% |
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Cash and Investments - 215.6% of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,649,571,062 |
|
|
|
100.00 |
% |
|
M |
||
18
BlackRock TCP Capital Corp.
Consolidated Schedule of Investments (Continued)
December 31, 2020
Notes to Consolidated Schedule of Investments:
|
(A) |
Debt investments include investments in bank debt that generally are bought and sold among institutional investors in transactions not subject to registration under the Securities Act of 1933. Such transactions are generally subject to contractual restrictions, such as approval of the agent or borrower. |
|
(B) |
Non-controlled affiliate – as defined under the Investment Company Act of 1940 (ownership of between 5% and 25% of the outstanding voting securities of this issuer). See Consolidated Schedule of Changes in Investments in Affiliates. |
|
(C) |
Non-accruing debt investment |
|
(D) |
Other non-income producing investment. |
|
(E) |
Restricted security. (See Note 2) |
|
(F) |
Controlled issuer – as defined under the Investment Company Act of 1940 (ownership of 25% or more of the outstanding voting securities of this issuer). Investment is not more than 50% of the outstanding voting securities of the issuer nor deemed to be a significant subsidiary. See Consolidated Schedule of Changes in Investments in Affiliates. |
|
(G) |
Investment has been segregated to collateralize certain unfunded commitments. |
|
(H) |
Non-U.S. company or principal place of business outside the U.S. and as a result the investment is not a qualifying asset under Section 55(a) of the Investment Company Act. Under the Investment Company Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Company's total assets. |
|
(I) |
Deemed an investment company under Section 3(c) of the Investment Company Act and as a result the investment is not a qualifying asset under Section 55(a) of the Investment Company Act. Under the Investment Company Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Company's total assets. |
|
(J) |
Publicly traded company with a market capitalization greater than $250 million and as a result the investment is not a qualifying asset under Section 55(a) of the Investment Company Act. Under the Investment Company Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Company's total assets. |
|
(K) |
Negative balances relate to an unfunded commitment that was acquired and/or valued at a discount. |
|
(L) |
In addition to the stated coupon, investment has an exit fee payable upon repayment of the loan in an amount equal to the percentage of the original principal amount shown. |
|
(M) |
All cash and investments, except those referenced in Notes G above, are pledged as collateral under certain debt as described in Note 4 to the Consolidated Financial Statements. |
|
(N) |
Inputs in the valuation of this investment included certain unobservable inputs that were significant to the valuation as a whole. |
|
(O) |
Investment denominated in foreign currency. Amortized cost and fair value converted from foreign currency to US dollars. Foreign currency denominated investments are generally hedged for currency exposure. |
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 $460,153,100 and $480,719,625, respectively, for the year ended December 31, 2020. Aggregate acquisitions includes investment assets received as payment in kind. Aggregate dispositions includes principal paydowns on and maturities of debt investments. The total value of restricted securities and bank debt as of December 31, 2020 was $1,548,430,022 or 93.9% of total cash and investments of the Company. As of December 31, 2020, approximately 7.7% 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.
19
BlackRock TCP Capital Corp.
Consolidated Statements of Operations (Unaudited)
|
|
|
Three Months Ended March 31, |
|
|||||
|
|
|
2021 |
|
|
2020 |
|
||
|
Investment income |
|
|
|
|
|
|
|
|
|
Interest income (excluding PIK): |
|
|
|
|
|
|
|
|
|
Companies less than 5% owned |
|
$ |
33,853,312 |
|
|
$ |
35,989,337 |
|
|
Companies 5% to 25% owned |
|
|
26,097 |
|
|
|
552,275 |
|
|
Companies more than 25% owned |
|
|
1,650,033 |
|
|
|
1,676,256 |
|
|
PIK income: |
|
|
|
|
|
|
|
|
|
Companies less than 5% owned |
|
|
1,304,701 |
|
|
|
1,411,631 |
|
|
Companies 5% to 25% owned |
|
|
— |
|
|
|
1,002,130 |
|
|
Dividend income: |
|
|
|
|
|
|
|
|
|
Companies less than 5% owned |
|
|
819,355 |
|
|
|
— |
|
|
Companies 5% to 25% owned |
|
|
1,696,660 |
|
|
|
— |
|
|
Companies more than 25% owned |
|
|
892,050 |
|
|
|
428,419 |
|
|
Lease income: |
|
|
|
|
|
|
|
|
|
Companies more than 25% owned |
|
|
— |
|
|
|
38,136 |
|
|
Other income: |
|
|
|
|
|
|
|
|
|
Companies less than 5% owned |
|
|
47,118 |
|
|
|
153,014 |
|
|
Companies 5% to 25% owned |
|
|
874,576 |
|
|
|
— |
|
|
Total investment income |
|
|
41,163,902 |
|
|
|
41,251,198 |
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses |
|
|
|
|
|
|
|
|
|
Interest and other debt expenses |
|
|
10,105,887 |
|
|
|
10,955,646 |
|
|
Management and advisory fees |
|
|
5,943,362 |
|
|
|
6,117,043 |
|
|
Incentive fee |
|
|
4,691,458 |
|
|
|
— |
|
|
Administrative expenses |
|
|
539,947 |
|
|
|
539,947 |
|
|
Legal fees, professional fees and due diligence expenses |
|
|
290,334 |
|
|
|
498,410 |
|
|
Director fees |
|
|
250,000 |
|
|
|
232,232 |
|
|
Insurance expense |
|
|
135,000 |
|
|
|
175,080 |
|
|
Custody fees |
|
|
59,183 |
|
|
|
111,667 |
|
|
Other operating expenses |
|
|
707,345 |
|
|
|
568,249 |
|
|
Total operating expenses |
|
|
22,722,516 |
|
|
|
19,198,274 |
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income |
|
|
18,441,386 |
|
|
|
22,052,924 |
|
|
|
|
|
|
|
|
|
|
|
|
Realized and unrealized gain (loss) |
|
|
|
|
|
|
|
|
|
Net realized gain: |
|
|
|
|
|
|
|
|
|
Investments in companies less than 5% owned |
|
|
2,079,315 |
|
|
|
4,794,459 |
|
|
Investments in companies 5% to 25% owned |
|
|
1,028,057 |
|
|
|
— |
|
|
Investments in companies more than 25% owned |
|
|
— |
|
|
|
162,012 |
|
|
Net realized gain |
|
|
3,107,372 |
|
|
|
4,956,471 |
|
|
|
|
|
|
|
|
|
|
|
|
Change in net unrealized appreciation/depreciation |
|
|
13,936,064 |
|
|
|
(96,490,806 |
) |
|
Net realized and unrealized gain (loss) |
|
|
17,043,436 |
|
|
|
(91,534,335 |
) |
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in net assets from operations |
|
$ |
35,484,822 |
|
|
$ |
(69,481,411 |
) |
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted earnings (loss) per share |
|
$ |
0.61 |
|
|
$ |
(1.18 |
) |
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted weighted average common shares outstanding |
|
|
57,767,264 |
|
|
|
58,668,432 |
|
See accompanying notes to the consolidated financial statements.
20
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, 2019 |
|
|
58,766,426 |
|
|
$ |
58,766 |
|
|
$ |
997,379,362 |
|
|
$ |
(221,119,742 |
) |
|
$ |
776,318,386 |
|
|
Issuance of common stock from dividend reinvestment plan |
|
|
486 |
|
|
|
1 |
|
|
|
3,038 |
|
|
— |
|
|
|
3,039 |
|
|
|
Repurchase of common stock |
|
|
(1,000,000 |
) |
|
|
(1,000 |
) |
|
|
(6,099,190 |
) |
|
— |
|
|
|
(6,100,190 |
) |
|
|
Net investment income |
|
— |
|
|
— |
|
|
— |
|
|
|
22,052,924 |
|
|
|
22,052,924 |
|
|||
|
Net realized and unrealized loss |
|
— |
|
|
— |
|
|
— |
|
|
|
(91,534,335 |
) |
|
|
(91,534,335 |
) |
|||
|
Dividends paid to common shareholders |
|
— |
|
|
— |
|
|
— |
|
|
|
(21,155,913 |
) |
|
|
(21,155,913 |
) |
|||
|
Balance at March 31, 2020 |
|
|
57,766,912 |
|
|
$ |
57,767 |
|
|
$ |
991,283,210 |
|
|
$ |
(311,757,066 |
) |
|
$ |
679,583,911 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
Shares |
|
|
Par Amount |
|
|
Paid in Capital in Excess of Par |
|
|
Distributable earnings (loss) |
|
|
Total Net Assets |
|
|||||
|
Balance at December 31, 2020 |
|
|
57,767,264 |
|
|
$ |
57,767 |
|
|
$ |
979,973,202 |
|
|
$ |
(215,044,391 |
) |
|
$ |
764,986,578 |
|
|
Net investment income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
18,441,386 |
|
|
|
18,441,386 |
|
|
Net realized and unrealized gain |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
17,043,436 |
|
|
|
17,043,436 |
|
|
Dividends paid to common shareholders |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(17,330,179 |
) |
|
|
(17,330,179 |
) |
|
Balance at March 31, 2021 |
|
|
57,767,264 |
|
|
$ |
57,767 |
|
|
$ |
979,973,202 |
|
|
$ |
(196,889,748 |
) |
|
$ |
783,141,221 |
|
See accompanying notes to the consolidated financial statements.
21
BlackRock TCP Capital Corp.
Consolidated Statements of Cash Flows (Unaudited)
|
|
|
Three Months Ended March 31, |
|
|||||
|
|
|
2021 |
|
|
2020 |
|
||
|
Operating activities |
|
|
|
|
|
|
|
|
|
Net increase (decrease) in net assets resulting from operations |
|
$ |
35,484,822 |
|
|
$ |
(69,481,411 |
) |
|
Adjustments to reconcile net decrease in net assets resulting from operations to net cash used in operating activities: |
|
|
|
|
|
|
|
|
|
Net realized gain |
|
|
(3,107,372 |
) |
|
|
(4,956,471 |
) |
|
Change in net unrealized appreciation/depreciation of investments |
|
|
(13,830,631 |
) |
|
|
96,620,032 |
|
|
Net amortization of investment discounts and premiums |
|
|
(2,036,023 |
) |
|
|
(1,987,612 |
) |
|
Amortization of original issue discount on debt |
|
|
351,555 |
|
|
|
296,039 |
|
|
Interest and dividend income paid in kind |
|
|
(1,304,701 |
) |
|
|
(2,413,761 |
) |
|
Amortization of deferred debt issuance costs |
|
|
896,969 |
|
|
|
897,181 |
|
|
Changes in assets and liabilities: |
|
|
|
|
|
|
|
|
|
Purchases of investment securities |
|
|
(181,280,389 |
) |
|
|
(140,555,042 |
) |
|
Proceeds from sales, maturities and pay downs of investments |
|
|
95,732,133 |
|
|
|
76,880,873 |
|
|
Increase in accrued interest income - companies less than 5% owned |
|
|
(1,929,655 |
) |
|
|
(392,228 |
) |
|
Decrease (increase) in accrued interest income - companies 5% to 25% owned |
|
|
— |
|
|
|
(64,640 |
) |
|
Decrease (increase) in accrued interest income - companies more than 25% owned |
|
|
— |
|
|
|
(44,224 |
) |
|
Decrease (increase) in receivable for investments sold |
|
|
(27,735,111 |
) |
|
|
806,097 |
|
|
Increase in prepaid expenses and other assets |
|
|
(434,350 |
) |
|
|
(1,904,854 |
) |
|
Decrease in payable for investments purchased |
|
|
(14,789,794 |
) |
|
|
(8,232,446 |
) |
|
Decrease in incentive compensation payable |
|
|
(329,339 |
) |
|
|
(4,753,671 |
) |
|
Decrease in interest payable |
|
|
(6,201,242 |
) |
|
|
(6,412,308 |
) |
|
Decrease in payable to the Advisor |
|
|
(31,893 |
) |
|
|
(247,361 |
) |
|
Increase in management and advisory fees payable |
|
|
117,583 |
|
|
|
501,214 |
|
|
Decrease in accrued expenses and other liabilities |
|
|
(735 |
) |
|
|
(441,343 |
) |
|
Net cash used in operating activities |
|
|
(120,428,173 |
) |
|
|
(65,885,936 |
) |
|
|
|
|
|
|
|
|
|
|
|
Financing activities |
|
|
|
|
|
|
|
|
|
Draws on credit facilities |
|
|
218,761,859 |
|
|
|
118,085,624 |
|
|
Repayments of credit facility draws |
|
|
(259,120,608 |
) |
|
|
(61,220,304 |
) |
|
Payments of debt issuance costs |
|
|
(1,924,136 |
) |
|
|
— |
|
|
Dividends paid to common shareholders |
|
|
(17,330,179 |
) |
|
|
(21,155,913 |
) |
|
Repurchase of common shares |
|
|
— |
|
|
|
(6,100,190 |
) |
|
Proceeds from issuance of unsecured notes |
|
|
174,289,500 |
|
|
|
— |
|
|
Proceeds from shares issued in connection with dividend reinvestment plan |
|
|
— |
|
|
|
3,039 |
|
|
Net cash provided by financing activities |
|
|
114,676,436 |
|
|
|
29,612,256 |
|
|
|
|
|
|
|
|
|
|
|
|
Net decrease in cash and cash equivalents (including restricted cash) |
|
|
(5,751,737 |
) |
|
|
(36,273,680 |
) |
|
Cash and cash equivalents (including restricted cash) at beginning of period |
|
|
20,006,580 |
|
|
|
44,848,539 |
|
|
Cash and cash equivalents (including restricted cash) at end of period |
|
$ |
14,254,843 |
|
|
$ |
8,574,859 |
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental cash flow information |
|
|
|
|
|
|
|
|
|
Interest payments |
|
$ |
14,655,137 |
|
|
$ |
15,823,217 |
|
|
Excise tax payments |
|
$ |
— |
|
|
$ |
— |
|
See accompanying notes to the consolidated financial statements.
22
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2021
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 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 Advisor directs and executes the day-to-day operations of the Company, subject to oversight from the board of directors, which sets the broad policies of the Company. The board of directors of the Company has delegated investment management of SVCP’s assets to the Advisor. The board of directors consists of eight persons, six of whom are independent.
23
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
March 31, 2021
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
The Company’s investments are generally held by SVCP, TCPC Funding I, TCPC Funding II or the SBIC. Management values investments at fair value in accordance with GAAP, based upon the principles and methods of valuation set forth in policies adopted by the board of directors. Fair value is generally defined as the amount for which an investment would be sold in an orderly transaction between market participants at the measurement date.
All investments are valued at least quarterly based on quotations or other affirmative pricing from independent third-party sources, with the exception of investments priced directly by the Advisor which in the aggregate comprise less than 5% of the capitalization of the Company. Investments listed on a recognized exchange or market quotation system, whether U.S. or foreign, are valued using the closing price on the date of valuation.
Investments not listed on a recognized exchange or market quotation system, but for which reliable market quotations are readily available are valued using prices provided by a nationally recognized pricing service or by using quotations from broker-dealers.
Investments for which market quotations are either not readily available or are determined to be unreliable are priced at fair value using affirmative valuations performed by independent valuation services approved by the board of directors or, for investments aggregating less than 5% of the total capitalization of the Company, using valuations determined directly by the Advisor. Such valuations are determined under a documented valuation policy that has been reviewed and approved by the board of directors.
Generally, to increase objectivity in valuing the investments, the Advisor will utilize external measures of value, such as public markets or third-party transactions, whenever possible. The Advisor’s valuation is not based on long-term work-out value, immediate liquidation value, nor incremental value for potential changes that may take place in the future. The values assigned to investments are based on available information and do not necessarily represent amounts that might ultimately be realized, as these amounts depend on future circumstances and cannot reasonably be determined until the individual investments are actually liquidated. Such circumstances may include macroeconomic, geopolitical and other events and conditions such as the current COVID-19 pandemic that may significantly impact the profitability or viability of businesses in which the Company is invested, and therefore may significantly impact the return on and realizability of the Company’s investments. The foregoing policies apply to all investments, including any in companies and groups of affiliated companies aggregating more than 5% of the Company’s assets.
Fair valuations of investments in each asset class are determined using one or more methodologies including market quotations, the market approach, income approach, or, in the case of recent investments, the cost approach, as appropriate. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets. Such information may include observed multiples of earnings and/or revenues at which 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.
24
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
March 31, 2021
2. Summary of Significant Accounting Policies — (continued)
In following these approaches, the types of factors that may be taken into account also include, as relevant: available current market data, including relevant and applicable market trading and transaction comparables, security covenants, call protection provisions, information rights, the nature and realizable value of any collateral, the portfolio company’s ability to make payments, its earnings and cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are public, merger and acquisition comparables, comparable costs of capital, the principal market in which the investment trades and enterprise values, among other factors.
Investments may be categorized based on the types of inputs used in valuing such investments. The level in the GAAP valuation hierarchy in which an investment falls is based on the lowest level input that is significant to the valuation of the investment in its entirety. Transfers between levels are recognized as of the beginning of the reporting period.
At March 31, 2021, the Company’s investments were categorized as follows:
|
Level |
|
Basis for Determining Fair Value |
|
Bank Debt |
|
|
Other Corporate Debt |
|
|
Equity Securities |
|
|||
|
1 |
|
Quoted prices in active markets for identical assets |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
2,802,792 |
|
|
2 |
|
Other direct and indirect observable market inputs * |
|
|
77,564,452 |
|
|
|
— |
|
|
|
|
|
|
3 |
|
Independent third-party valuation sources that employ significant unobservable inputs |
|
|
1,381,849,863 |
|
|
|
95,586,670 |
|
|
|
175,789,101 |
|
|
3 |
|
Advisor valuations with significant unobservable inputs |
|
|
— |
|
|
|
— |
|
|
|
1,798,587 |
|
|
Total |
|
|
|
$ |
1,459,414,315 |
|
|
$ |
95,586,670 |
|
|
$ |
180,390,480 |
|
|
* |
For example, quoted prices in inactive markets or quotes for comparable investments |
Unobservable inputs used in the fair value measurement of Level 3 investments as of March 31, 2021 included the following:
|
Asset Type |
|
Fair Value |
|
|
Valuation Technique |
|
Unobservable Input |
|
Range (Weighted Avg.) † |
|
|
Bank Debt |
|
$ |
1,260,422,253 |
|
|
Income approach |
|
Discount rate |
|
4.7% - 18.3% (9.3%) |
|
|
|
|
70,524,087 |
|
|
Market quotations |
|
Indicative bid/ask quotes |
|
1 (1) |
|
|
|
|
33,956,054 |
|
|
Market comparable companies |
|
Revenue multiples |
|
1.4x - 4.7x (3.1x) |
|
|
|
|
16,947,469 |
|
|
Market comparable companies |
|
EBITDA multiples |
|
6.5x (6.5x) |
|
Other Corporate Debt |
|
|
53,680,125 |
|
|
Income approach |
|
Discount rate |
|
7.7% - 18.3% (9.8%) |
|
|
|
|
40,834,419 |
|
|
Market comparable companies |
|
Book value multiples |
|
1.5x (1.5x) |
|
|
|
|
1,072,126 |
|
|
Market comparable companies |
|
Revenue multiples |
|
4.1x (4.1x) |
|
Equity |
|
|
9,207,907 |
|
|
Income approach |
|
Discount rate |
|
9.7% - 18.3% (9.7%) |
|
|
|
|
18,348,961 |
|
|
Market quotations |
|
Indicative bid/ask quotes |
|
1 (1) |
|
|
|
|
15,710,071 |
|
|
Option Pricing Model |
|
EBITDA/Revenue multiples |
|
2.9x - 6.8x (4.2x) |
|
|
|
|
|
|
|
|
|
Implied volatility |
|
35.0% - 72.5% (52.0%) |
|
|
|
|
|
|
|
|
|
Term |
|
0.8 years - 4.0 years (1.8 years) |
|
|
|
|
711,159 |
|
|
Market comparable companies |
|
Revenue multiples |
|
0.7x - 4.1x (1.2x) |
|
|
|
|
86,057,380 |
|
|
Market comparable companies |
|
EBITDA multiples |
|
6.5x - 11.5x (10.4x) |
|
|
|
|
32,092,000 |
|
|
Market comparable companies |
|
Book value multiples |
|
1.5x (1.5x) |
|
|
|
|
15,460,210 |
|
|
Other * |
|
N/A |
|
N/A |
|
|
|
$ |
1,655,024,221 |
|
|
|
|
|
|
|
|
* |
Fair value was determined based on the most recently available net asset value of the issuer adjusted for identified changes in the valuations of the underlying portfolio of the issuer through the measurement date. |
|
† |
Weighted by fair value |
25
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
March 31, 2021
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:
|
|
Impact to Value if |
|
Impact to Value if |
|
|
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 March 31, 2021 were as follows:
|
|
|
Independent Third-Party Valuation |
|
|||||||||
|
|
|
Bank Debt |
|
|
Other Corporate Debt |
|
|
Equity Securities |
|
|||
|
Beginning balance |
|
$ |
1,281,636,688 |
|
|
$ |
95,923,481 |
|
|
$ |
179,525,253 |
|
|
Net realized and unrealized gains (losses) |
|
|
5,900,644 |
|
|
|
(363,794 |
) |
|
|
6,257,256 |
|
|
Acquisitions * |
|
|
173,885,950 |
|
|
|
16,349 |
|
|
|
2,405,830 |
|
|
Dispositions |
|
|
(54,094,472 |
) |
|
|
10,634 |
|
|
|
(12,399,238 |
) |
|
Transfers out of Level 3 † |
|
|
(25,478,947 |
) |
|
|
- |
|
|
|
- |
|
|
Ending balance |
|
$ |
1,381,849,863 |
|
|
$ |
95,586,670 |
|
|
$ |
175,789,101 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in unrealized appreciation/depreciation during the period on investments still held at period end (included in net realized and unrealized gains/losses, above) |
|
$ |
7,626,942 |
|
|
$ |
(363,793 |
) |
|
$ |
7,902,601 |
|
|
* |
Includes payments received in kind and accretion of original issue and market discounts |
|
† |
Comprised of one investment that was transferred to Level 2 due to increased observable market activity |
|
|
|
Advisor Valuation |
|
|||||||||
|
|
|
Bank Debt |
|
|
Other Corporate Debt |
|
|
Equity Securities |
|
|||
|
Beginning balance |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
2,060,061 |
|
|
Net realized and unrealized gains (losses) |
|
|
— |
|
|
|
— |
|
|
|
(194,348 |
) |
|
Dispositions |
|
|
— |
|
|
|
— |
|
|
|
(67,126 |
) |
|
Ending balance |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
1,798,587 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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) |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
(190,181 |
) |
26
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
March 31, 2021
2. Summary of Significant Accounting Policies — (continued)
At December 31, 2020, the Company’s investments were categorized as follows:
|
Level |
|
Basis for Determining Fair Value |
|
Bank Debt |
|
|
Other Corporate Debt |
|
|
Equity Securities |
|
|||
|
1 |
|
Quoted prices in active markets for identical assets |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
3,175,236 |
|
|
2 |
|
Other direct and indirect observable market inputs * |
|
|
67,243,763 |
|
|
|
— |
|
|
|
— |
|
|
3 |
|
Independent third-party valuation sources that employ significant unobservable inputs |
|
|
1,281,636,688 |
|
|
|
95,923,481 |
|
|
|
179,525,253 |
|
|
3 |
|
Advisor valuations with significant unobservable inputs |
|
|
— |
|
|
|
— |
|
|
|
2,060,061 |
|
|
Total |
|
|
|
$ |
1,348,880,451 |
|
|
$ |
95,923,481 |
|
|
$ |
184,760,550 |
|
|
* |
For example, quoted prices in inactive markets or quotes for comparable investments |
Unobservable inputs used in the fair value measurement of Level 3 investments as of December 31, 2020 included the following:
|
Asset Type |
|
Fair Value |
|
|
Valuation Technique |
|
Unobservable Input |
|
Range (Weighted Avg.) † |
|
|
Bank Debt |
|
$ |
1,128,076,031 |
|
|
Income approach |
|
Discount rate |
|
5.2% - 18.0% (9.3%) |
|
|
|
|
104,635,137 |
|
|
Market quotations |
|
Indicative bid/ask quotes |
|
1 (1) |
|
|
|
|
32,822,501 |
|
|
Market comparable companies |
|
Revenue multiples |
|
1.4x - 4.5x (3.1x) |
|
|
|
|
16,103,019 |
|
|
Market comparable companies |
|
EBITDA multiples |
|
6.0x - 6.9x (6.8x) |
|
Other Corporate Debt |
|
|
53,957,531 |
|
|
Income approach |
|
Discount rate |
|
7.1% - 18.0% (10.3%) |
|
|
|
|
40,834,419 |
|
|
Market comparable companies |
|
Book value multiples |
|
1.5x (1.5x) |
|
|
|
|
1,131,531 |
|
|
Market comparable companies |
|
Revenue multiples |
|
4.3x (4.3x) |
|
Equity |
|
|
8,117,073 |
|
|
Income approach |
|
Discount rate |
|
9.5% - 18.0% (9.5%) |
|
|
|
|
72,336,690 |
|
|
Market quotations |
|
Indicative bid/ask quotes |
|
1 (1) |
|
|
|
|
14,332,807 |
|
|
Option Pricing Model |
|
EBITDA/Revenue multiples |
|
6.4x (6.4x) |
|
|
|
|
|
|
|
|
|
Implied volatility |
|
35.0% - 70.0% (49.5%) |
|
|
|
|
|
|
|
|
|
Term |
|
1.5 years - 3.5 years (2.3 years) |
|
|
|
|
1,316,936 |
|
|
Market comparable companies |
|
Revenue multiples |
|
0.7x - 4.3x (1.0x) |
|
|
|
|
33,010,028 |
|
|
Market comparable companies |
|
EBITDA multiples |
|
6.0x - 9.8x (7.0x) |
|
|
|
|
33,135,000 |
|
|
Market comparable companies |
|
Book value multiples |
|
1.5x (1.5x) |
|
|
|
|
19,336,780 |
|
|
Other * |
|
N/A |
|
N/A |
|
|
|
$ |
1,559,145,483 |
|
|
|
|
|
|
|
|
* |
Fair value was determined based on the most recently available net asset value of the issuer adjusted for identified changes in the valuations of the underlying portfolio of the issuer through the measurement date. |
|
† |
Weighted by fair value |
27
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
March 31, 2021
2. Summary of Significant Accounting Policies — (continued)
Changes in investments categorized as Level 3 during the three months ended March 31, 2020 were as follows:
|
|
|
Independent Third-Party Valuation |
|
|||||||||
|
|
|
Bank Debt |
|
|
Other Corporate Debt |
|
|
Equity Securities |
|
|||
|
Beginning balance |
|
$ |
1,312,492,099 |
|
|
$ |
85,962,603 |
|
|
$ |
111,994,829 |
|
|
Net realized and unrealized gains (losses) |
|
|
(51,401,936 |
) |
|
|
(9,508,878 |
) |
|
|
(15,833,406 |
) |
|
Acquisitions * |
|
|
115,437,916 |
|
|
|
10,752 |
|
|
|
12,517,409 |
|
|
Dispositions |
|
|
(44,598,972 |
) |
|
|
(10,752 |
) |
|
|
(7,808,196 |
) |
|
Transfers into Level 3 † |
|
|
83,790,120 |
|
|
|
— |
|
|
|
— |
|
|
Transfer out of Level 3 ‡ |
|
|
(7,155,199 |
) |
|
|
— |
|
|
|
— |
|
|
Ending balance |
|
$ |
1,408,564,028 |
|
|
$ |
76,453,725 |
|
|
$ |
100,870,636 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in unrealized appreciation/depreciation during the period on investments still held at period end (included in net realized and unrealized gains/losses, above) |
|
$ |
(51,186,966 |
) |
|
$ |
(9,508,879 |
) |
|
$ |
(15,671,067 |
) |
|
* |
Includes payments received in kind and accretion of original issue and market discounts |
|
† |
Comprised of five investment that were transferred from Level 2 due to reduced trading volumes |
|
‡ |
Comprised of one investment that was transferred to Level 2 due to increased observable market activity |
|
|
|
Advisor Valuation |
|
|||||||||
|
|
|
Bank Debt |
|
|
Other Corporate Debt |
|
|
Equity Securities |
|
|||
|
Beginning balance |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
2,318,128 |
|
|
Net realized and unrealized gains (losses) |
|
|
— |
|
|
|
— |
|
|
|
818,977 |
|
|
Dispositions |
|
|
— |
|
|
|
— |
|
|
|
(123,940 |
) |
|
Ending balance |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
3,013,165 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in unrealized appreciation/depreciation during the period on investments still held at period end (included in net realized and unrealized gains/losses, above) |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
818,977 |
|
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 three months or less. Cash equivalents are carried at amortized cost which approximates fair value. Cash equivalents are classified as Level 1 in the GAAP valuation hierarchy. There was no restricted cash at March 31, 2021 or December 31, 2020.
28
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
March 31, 2021
2. Summary of Significant Accounting Policies — (continued)
Restricted Investments
The Company may invest without limitation in instruments that are subject to legal or contractual restrictions on resale. These instruments generally may be resold to institutional investors in transactions exempt from registration or to the public if the securities are registered. Disposal of these investments may involve time-consuming negotiations and additional expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted investments is included at the end of the Consolidated Schedule of Investments. Restricted investments, including any restricted investments in affiliates, are valued in accordance with the investment valuation policies discussed above.
Foreign Investments
The Company may invest in instruments traded in foreign countries and denominated in foreign currencies. Foreign currency denominated investments comprised approximately 0.5% and 0.6% of total investments at March 31, 2021 and December 31, 2020, respectively. Such positions were converted at the respective closing foreign exchange rates in effect at March 31, 2021 and December 31, 2020 and reported in U.S. dollars. Purchases and sales of investments and income and expense items denominated in foreign currencies, when they occur, are translated into U.S. dollars based on the foreign exchange rates in effect on the respective dates of such transactions. The portion of gains and losses on foreign investments resulting from fluctuations in foreign currencies is included in net realized and unrealized gain or loss from investments.
Investments in foreign companies and securities of foreign governments may involve special risks and considerations not typically associated with investing in U.S. companies and securities of the U.S. government. These risks include, among other things, revaluation of currencies, less reliable information about issuers, different transaction clearance and settlement practices, and potential future adverse political and economic developments. Moreover, investments in foreign companies and securities of foreign governments and their markets may be less liquid and their prices more volatile than those of comparable U.S. companies and the U.S. government.
Derivatives
In order to mitigate certain currency exchange and interest rate risks, the Company may enter into certain derivative transactions. All derivatives are subject to a master netting agreement and are reported at their gross amounts as either assets or liabilities in the Consolidated Statements of Assets and Liabilities. Transactions entered into are accounted for using the mark-to-market method with the resulting change in fair value recognized in earnings for the current period. Risks may arise upon entering into these contracts from the potential inability of counterparties to meet the terms of their contracts and from unanticipated movements in interest rates and the value of foreign currencies relative to the U.S. dollar. Certain derivatives may also require the Company to pledge assets as collateral to secure its obligations.
During the three months ended March 31, 2021 and 2020, the Company did not enter into any derivative transactions nor hold any derivative positions.
Valuations of derivatives are determined using observable market inputs other than quoted prices in active markets for identical assets and, accordingly, are classified as Level 2 in the GAAP valuation hierarchy.
Deferred Debt Issuance Costs
Certain costs incurred in connection with the issuance and/or extension of debt of the Company and its subsidiaries were capitalized and are being amortized on a straight-line basis over the estimated life of the respective instruments. The impact of utilizing the straight-line amortization method versus the effective-interest method is not material to the operations of the Company.
Revenue Recognition
Interest and dividend income, including income paid in kind, is recorded on an accrual basis, when such amounts are considered collectible. Origination, structuring, closing, commitment and other upfront fees, including original issue discounts, earned with respect to capital commitments are generally amortized or accreted into interest income over the life of the respective debt investment, as are end-of-term or exit fees receivable upon repayment of a debt investment. Other fees, including certain amendment fees, prepayment fees and commitment fees on broken deals, are recognized as earned. Prepayment fees and similar income due upon the early repayment of a loan or debt security are recognized when earned and are included in interest income.
29
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
March 31, 2021
2. Summary of Significant Accounting Policies — (continued)
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 I, TCPC Funding II and the SBIC is reported in the respective members' or partners’ income tax returns, as applicable.
The tax returns of the Company, SVCP, TCPC Funding I, 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 March 31, 2021, inclusive of the open tax return years, and does not believe that there are any uncertain tax positions that require recognition of a tax liability in the consolidated financial statements.
The final tax characterization of distributions is determined after the fiscal year and is reported on Form 1099 and in the Company’s annual report to shareholders. Distributions can be characterized as ordinary income, capital gains and/or return of capital. As of December 31, 2020, the Company had non-expiring capital loss carryforwards in the amount of $171,300,137 available to offset future realized capital gains.
As of March 31, 2021 and December 31, 2020, gross unrealized appreciation and depreciation for investments and derivatives based on cost for U.S. federal income tax purposes were as follows:
|
|
|
March 31, 2021 |
|
|
December 31, 2020 |
|
||
|
Tax basis of investments |
|
$ |
1,764,766,249 |
|
|
$ |
1,671,848,321 |
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized appreciation |
|
$ |
69,439,504 |
|
|
$ |
76,459,937 |
|
|
Unrealized depreciation |
|
|
(98,814,288 |
) |
|
|
(118,743,776 |
) |
|
Net unrealized depreciation |
|
$ |
(29,374,784 |
) |
|
$ |
(42,283,839 |
) |
Recent Accounting Pronouncements
In May 2020, the SEC adopted rule amendments that will impact the requirements of investment companies, including BDCs, to disclose the financial statements of certain of their portfolio companies or certain acquired funds (the “Final Rules”). The Final Rules adopted a new definition of “significant subsidiary” set forth in Rule 1-02(w)(2) of Regulation S-X under the Securities Act. Rules 3-09 and 4-08(g) of Regulation S-X require investment companies to include separate financial statements or summary financial information, respectively, in such investment company’s periodic reports for any portfolio company that meets the definition of “significant subsidiary.” The Final Rules adopt a new definition of “significant subsidiary” applicable only to investment companies that (i) modifies the investment test and the income test, and (ii) eliminates the asset test currently in the definition of “significant subsidiary” in Rule 1-02(w) of Regulation S-X. The new Rule 1-02(w)(2) of Regulation S-X is intended to more accurately capture those portfolio companies that are more likely to materially impact the financial condition of an investment company. The Company adopted the Final Rules effective January 1, 2021 and the adoption did not have a material impact on its consolidated financial statements and related disclosures.
30
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
March 31, 2021
3. Management Fees, Incentive Compensation and Other Expenses
On February 8, 2019, the stockholders of the Company approved an amended investment management agreement to be effective on February 9, 2019 between the Company and the Advisor which (i) reduced the management fee on total assets (excluding cash and cash equivalents) that exceed an amount equal to 200% of the net asset value of the Company from 1.5% to 1.0%, (ii) reduced the incentive compensation on net investment income and net realized gains (reduced by any net unrealized losses) from 20% to 17.5% and (iii) reduced the cumulative total return hurdle from 8% to 7%.
Accordingly, the Company’s management fee is calculated at an annual rate of 1.5% on total assets (excluding cash and cash equivalents) up to an amount equal to 200% of the net asset value of the Company, and 1.0% thereafter. The management fee is calculated on a consolidated basis as of the beginning of each quarter and is payable to the Advisor quarterly in arrears.
Incentive compensation is only incurred to the extent the Company’s cumulative total return (after incentive compensation) exceeds a 7% annual rate on daily weighted-average contributed common equity. Subject to that limitation, incentive compensation is calculated on ordinary income (before incentive compensation) and net realized gains (net of any unrealized depreciation) at rates of 17.5% on income since the fee reduction on February 8, 2019 and 20% previously. Incentive compensation is computed as the difference between incentive compensation earned and incentive compensation paid, subject to the total return hurdle, on a cumulative basis since January 1, 2013, and is payable quarterly in arrears. Accordingly, the incentive compensation for any period may include amounts not earned in prior periods (due to the Company’s cumulative total return falling below the total return hurdle in such period), but subsequently earned when the Company’s cumulative total return again exceeds the total return hurdle (such amount, a “Catchup Amount”). During the three months ended March 31, 2020, the Company incurred a Catchup Amount of approximately $3.9 million, comprised of amounts related to net investment income for the three months ended March 31, 2020 but not paid in such period due to a temporary decline in asset valuations (the “First Quarter Catchup Amount”). However, rather than receiving all incentive compensation earned as of June 30, 2020, the Advisor voluntarily deferred 5/6 of the First Quarter Catchup Amount to subsequent quarters such that 1/6 of the First Quarter Catchup Amount will be paid in each subsequent quarter to the extent that the Company’s cumulative performance exceeds the total return hurdle in such quarter. As of March 31, 2021, the Company's cumulative performance continued to exceed the total return hurdle, and as such the incentive fee for the three months ended March 31, 2021 included $0.6 million, or 1/6 of the First Quarter Catchup Amount.
A reserve for incentive compensation is accrued based on the amount of any additional incentive compensation that would have been payable to the Advisor assuming a hypothetical liquidation of the Company at net asset value on the balance sheet date. As of March 31, 2021 and December 31, 2020, no such reserve was accrued.
Through December 31, 2017, the incentive compensation was an equity allocation to SVCP’s general partner under its limited partnership agreement (the “LPA”). On January 29, 2018, SVCP amended and restated its limited partnership agreement, effective as of January 1, 2018, to convert the existing incentive compensation structure from a profit allocation and distribution to SVCP’s general partner to a fee payable to the Advisor pursuant to the then-existing investment management agreements. The amendment had no impact on the amount of the incentive compensation paid or services received by the Company.
The Company bears all expenses incurred in connection with its business, including fees and expenses of outside contracted services, such as custodian, administrative, legal, audit and tax preparation fees, costs of valuing investments, insurance costs, brokers’ and finders’ fees relating to investments, and any other transaction costs associated with the purchase and sale of investments.
31
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
March 31, 2021
4. Leverage
Leverage is comprised of convertible senior unsecured notes due March 2022 issued by the Company (the “2022 Convertible Notes”), unsecured notes due August 2022 issued by the Company (the “2022 Notes”), unsecured notes due August 2024 issued by the Company (the “2024 Notes”), 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 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”). Prior to its maturity on December 15, 2019, leverage also included convertible senior unsecured notes due December 2019 issued by the Company (the “2019 Convertible Notes”).
Total leverage outstanding and available at March 31, 2021 was as follows:
|
|
|
Maturity |
|
Rate |
|
|
Carrying Value * |
|
|
Available |
|
|
Total Capacity |
|
|
|||
|
Operating Facility |
|
2024 |
|
L+2.00% |
† |
|
$ |
104,095,520 |
|
|
$ |
195,904,480 |
|
|
$ |
300,000,000 |
|
‡ |
|
Funding Facility II |
|
2025 |
|
L+2.00% |
§ |
|
|
— |
|
|
|
200,000,000 |
|
|
|
200,000,000 |
|
** |
|
SBA Debentures |
|
2024−2031 |
|
2.63% |
†† |
|
|
150,000,000 |
|
|
|
— |
|
|
|
150,000,000 |
|
|
|
2022 Convertible Notes ($140 million par) |
|
2022 |
|
4.625% |
|
|
|
139,383,415 |
|
|
|
— |
|
|
|
139,383,415 |
|
|
|
2022 Notes ($175 million par) |
|
2022 |
|
4.125% |
|
|
|
174,811,471 |
|
|
|
— |
|
|
|
174,811,471 |
|
|
|
2024 Notes ($250 million par) |
|
2024 |
|
3.900% |
|
|
|
248,007,542 |
|
|
|
— |
|
|
|
248,007,542 |
|
|
|
2026 Notes ($175 million par) |
|
2026 |
|
2.850% |
|
|
|
174,308,729 |
|
|
|
— |
|
|
|
174,308,729 |
|
|
|
Total leverage |
|
|
|
|
|
|
|
990,606,677 |
|
|
$ |
395,904,480 |
|
|
$ |
1,386,511,157 |
|
|
|
Unamortized issuance costs |
|
|
|
|
|
|
|
(7,624,815 |
) |
|
|
|
|
|
|
|
|
|
|
Debt, net of unamortized issuance costs |
|
|
|
|
|
|
$ |
982,981,862 |
|
|
|
|
|
|
|
|
|
|
|
* |
Except for the convertible notes, the 2022 Notes, the 2024 Notes and the 2026 Notes, all carrying values are the same as the principal amounts outstanding. |
|
† |
As of March 31, 2021, $8.7 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%. |
|
‡ |
Facility has a $100 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. |
|
§ |
Subject to certain funding requirements |
|
** |
Facility has a $50 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. |
|
†† |
Weighted-average interest rate on pooled loans, excluding fees of 0.35% or 0.36%. As of March 31, 2021, $12.0 million of the outstanding amount was not yet pooled, and bore interest at a temporary rate of 0.50% plus fees of 0.35% through September 21, 2021, the date of the next SBA pooling. |
Total leverage outstanding and available at December 31, 2020 was as follows:
|
|
|
Maturity |
|
Rate |
|
|
Carrying Value* |
|
|
Available |
|
|
Total Capacity |
|
|
|||
|
Operating Facility |
|
2024 |
|
L+2.00% |
† |
|
$ |
120,454,270 |
|
|
$ |
179,545,730 |
|
|
$ |
300,000,000 |
|
‡ |
|
Funding Facility II |
|
2025 |
|
L+2.00% |
§ |
|
|
36,000,000 |
|
|
|
164,000,000 |
|
|
|
200,000,000 |
|
** |
|
SBA Debentures |
|
2024−2029 |
|
2.63% |
†† |
|
|
138,000,000 |
|
|
|
12,000,000 |
|
|
|
150,000,000 |
|
|
|
2022 Convertible Notes ($140 million par) |
|
2022 |
|
4.625% |
|
|
|
139,219,797 |
|
|
|
— |
|
|
|
139,219,797 |
|
|
|
2022 Notes ($175 million par) |
|
2022 |
|
4.125% |
|
|
|
174,778,395 |
|
|
|
— |
|
|
|
174,778,395 |
|
|
|
2024 Notes ($250 million par) |
|
2024 |
|
3.900% |
|
|
|
247,871,909 |
|
|
|
— |
|
|
|
247,871,909 |
|
|
|
Total leverage |
|
|
|
|
|
|
|
856,324,371 |
|
|
$ |
355,545,730 |
|
|
$ |
1,211,870,101 |
|
|
|
Unamortized issuance costs |
|
|
|
|
|
|
|
(6,308,172 |
) |
|
|
|
|
|
|
|
|
|
|
Debt, net of unamortized issuance costs |
|
|
|
|
|
|
$ |
850,016,199 |
|
|
|
|
|
|
|
|
|
|
|
* |
Except for the convertible notes, the 2022 Notes and the 2024 Notes, all carrying values are the same as the principal amounts outstanding. |
|
† |
As of December 31, 2020, $9.0 million of the outstanding amount bore interest at a rate of EURIBOR + 2.00%. |
|
‡ |
Facility has a $100 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. |
32
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
March 31, 2021
4. Leverage — (continued)
|
§ |
Subject to certain funding requirements |
|
** |
Facility has a $50 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. |
|
†† |
Weighted-average interest rate, excluding fees of 0.35% or 0.36% |
The combined weighted-average interest rates on total leverage outstanding at March 31, 2021 and December 31, 2020 were 3.48% and 3.54%, respectively.
Total expenses related to debt included the following:
|
|
|
Three Months Ended March 31, |
|
|||||
|
|
|
2021 |
|
|
2020 |
|
||
|
Interest expense |
|
$ |
8,805,450 |
|
|
$ |
9,706,948 |
|
|
Amortization of deferred debt issuance costs |
|
|
896,969 |
|
|
|
897,181 |
|
|
Commitment fees |
|
|
403,468 |
|
|
|
351,517 |
|
|
Total |
|
$ |
10,105,887 |
|
|
$ |
10,955,646 |
|
Outstanding leverage is carried at amortized cost in the Consolidated Statements of Assets and Liabilities. As of March 31, 2021, the estimated fair values of the Operating Facility, Funding Facility II and the SBA Debentures approximated their carrying values, and the 2022 Convertible Notes, the 2022 Notes, the 2024 Notes and the 2026 Notes had estimated fair values of $143.7 million, $181.1 million, $265.3 million and $174.3 million, respectively. As of December 31, 2020, the estimated fair values of the Operating Facility, Funding Facility I and the SBA Debentures approximated their carrying values, and the 2022 Convertible Notes, the 2022 Notes and the 2024 Notes had estimated fair values of $142.6 million, $180.4 million and $261.4 million, respectively. The estimated fair values of the Operating Facility, Funding Facility I, 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 2022 Convertible Notes, 2022 Notes, 2024 Notes and 2026 Notes were determined using market quotations. The estimated fair values of the Operating Facility, Funding Facility I, Funding Facility II, the convertible notes, the 2022 Notes, 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 June 11, 2014, the Company issued $108.0 million of convertible senior unsecured notes, which matured on December 15, 2019. The 2019 Convertible Notes were general unsecured obligations of the Company, and ranked structurally junior to the revolving credit facilities and the SBA Debentures. The 2019 Convertible Notes bore interest at an annual rate of 5.25% and were redeemed in full at maturity.
On August 30, 2016, the Company issued $140.0 million of convertible senior unsecured notes that mature on March 1, 2022, unless previously converted or repurchased in accordance with their terms. The 2022 Convertible Notes are general unsecured obligations of the Company, and rank structurally junior to the Operating Facility, Funding Facility II and the SBA Debentures. The Company does not have the right to redeem the 2022 Convertible Notes prior to maturity. The 2022 Convertible Notes bear interest at an annual rate of 4.625%, payable semi-annually. In certain circumstances, the 2022 Convertible Notes will be convertible into cash, shares of the Company’s common stock or a combination of cash and shares of common stock (such combination to be at the Company’s election), at an initial conversion rate of 54.5019 shares of common stock per one thousand dollar principal amount of the 2022 Convertible Notes, which is equivalent to an initial conversion price of approximately $18.35 per share of common stock, subject to customary anti-dilutional adjustments. The initial conversion price was approximately 10.0% above the $16.68 per share closing price of the Company’s common stock on August 30, 2016. At March 31, 2021, the principal amount of the 2022 Convertible Notes exceeded the value of the conversion rate multiplied by the per share closing price of the Company’s common stock. Therefore, no additional shares have been added to the calculation of diluted earnings per common share and weighted average common shares outstanding.
Prior to the close of business on the business day immediately preceding September 1, 2021, holders may convert their 2022 Convertible Notes only under certain circumstances set forth in the indenture governing the terms of the 2022 Convertible Notes. On or after September 1, 2021 until the close of business on the scheduled trading day immediately preceding March 1, 2022, holders may convert their 2022 Convertible Notes at any time. Upon conversion, the Company will pay or deliver, as the case may be, at its election, cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, subject to the requirements of the indenture.
33
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
March 31, 2021
4. Leverage — (continued)
The 2019 Convertible Notes and 2022 Convertible Notes were accounted for in accordance with ASC Topic 470-20 – Debt with Conversion and Other Options. Upon conversion of any of the 2022 Convertible Notes, the Company intends to pay the outstanding principal amount in cash and, to the extent that the conversion value exceeds the principal amount, has the option to pay the excess amount in cash or shares of the Company’s common stock (or a combination of cash and shares), subject to the requirements of the respective indenture. The Company has determined that the embedded conversion options in the 2019 Convertible Notes and 2022 Convertible Notes were not required to be separately accounted for as derivatives under GAAP. At the time of issuance the estimated values of the debt and equity components of the 2019 Convertible Notes were approximately 97.7% and 2.3%, respectively. At the time of issuance the estimated values of the debt and equity components of the 2022 Convertible Notes were approximately 97.6% and 2.4%, respectively.
The original issue discounts equal to the equity components of the 2019 Convertible Notes and 2022 Convertible Notes were recorded in “paid-in capital in excess of par” in the accompanying Consolidated Statements of Assets and Liabilities. As a result, the Company records interest expense comprised of both stated interest and amortization of the original issue discounts. At the time of issuance, the equity components of the 2019 Convertible Notes and the 2022 Convertible Notes were $2.5 million and $3.3 million, respectively. As of March 31, 2021 and December 31, 2020, the components of the carrying values of the 2022 Convertible Notes were as follows:
|
|
|
March 31, 2021 |
|
|
December 31, 2020 |
|
||
|
Principal amount of debt |
|
$ |
140,000,000 |
|
|
$ |
140,000,000 |
|
|
Original issue discount, net of accretion |
|
|
(616,585 |
) |
|
|
(780,203 |
) |
|
Carrying value of debt |
|
$ |
139,383,415 |
|
|
$ |
139,219,797 |
|
For the three months ended March 31, 2021, the components of interest expense for the convertible notes were as follows:
|
|
|
Three Months Ended March 31, |
|
|||||
|
|
|
2021 |
|
|
2020 |
|
||
|
Stated interest expense |
|
$ |
1,618,750 |
|
|
$ |
1,618,750 |
|
|
Amortization of original issue discount |
|
|
163,618 |
|
|
|
155,544 |
|
|
Total interest expense |
|
$ |
1,782,368 |
|
|
$ |
1,774,294 |
|
The estimated effective interest rate of the debt component of the 2022 Convertible Notes, equal to the stated interest of 4.625% plus the accretion of the original issue discount, was approximately 5.125% for the three months ended March 31, 2021 and 2020.
Unsecured Notes
On August 4, 2017, the Company issued $125.0 million of unsecured notes that mature on August 11, 2022, unless previously repurchased or redeemed in accordance with their terms. On November 3, 2017, the Company issued an additional $50.0 million of the 2022 Notes. The 2022 Notes bear interest at an annual rate of 4.125%, payable semi-annually, and all principal is due upon maturity. The 2022 Notes are general unsecured obligations of the Company and rank structurally junior to the Operating Facility, Funding Facility I, Funding Facility II and the SBA Debentures, and rank pari passu with the 2022 Convertible Notes, the 2024 Notes and the 2026 Notes. The 2022 Notes may be redeemed in whole or part at the Company's option at a redemption price equal to par plus a "make whole" premium, as determined pursuant to the indenture governing the 2022 Notes, and any accrued and unpaid interest. The 2022 Notes were issued at a discount to the principal amount.
On 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 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 2022 Convertible Notes, the 2024 Notes and the 2022 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. The 2026 Notes were issued at a discount to the principal amount.
34
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
March 31, 2021
4. Leverage — (continued)
As of March 31, 2021 and December 31, 2020, the components of the carrying value of the 2022 Notes, 2024 Notes and 2026 Notes were as follows:
|
|
|
March 31, 2021 |
|
|
December 31, 2020 |
|||||||||||||||||
|
|
|
2022 Notes |
|
|
2024 Notes |
|
|
2026 Notes |
|
|
2022 Notes |
|
|
2024 Notes |
|
|
2026 Notes |
|||||
|
Principal amount of debt |
|
$ |
175,000,000 |
|
|
$ |
250,000,000 |
|
|
$ |
175,000,000 |
|
|
$ |
175,000,000 |
|
|
$ |
250,000,000 |
|
|
N/A |
|
Original issue discount, net of accretion |
|
|
(188,529 |
) |
|
|
(1,992,458 |
) |
|
|
(691,271 |
) |
|
|
(221,605 |
) |
|
|
(2,182,091 |
) |
|
N/A |
|
Carrying value of debt |
|
$ |
174,811,471 |
|
|
$ |
248,007,542 |
|
|
$ |
174,308,729 |
|
|
$ |
174,778,395 |
|
|
$ |
247,817,909 |
|
|
N/A |
For the three months ended March 31, 2021 and 2020, the components of interest expense for the 2022 Notes, 2024 Notes and 2026 Notes were as follows:
|
|
|
Three Months Ended March 31, |
||||||||||||||||||||
|
|
|
2021 |
|
|
2020 |
|||||||||||||||||
|
|
|
2022 Notes |
|
|
2024 Notes |
|
|
2026 Notes |
|
|
2022 Notes |
|
|
2024 Notes |
|
|
2026 Notes |
|||||
|
Stated interest expense |
|
$ |
1,804,688 |
|
|
$ |
2,437,500 |
|
|
$ |
720,417 |
|
|
$ |
1,804,688 |
|
|
$ |
1,950,000 |
|
|
N/A |
|
Amortization of original issue discount |
|
|
33,075 |
|
|
|
135,633 |
|
|
|
19,229 |
|
|
|
31,725 |
|
|
|
108,770 |
|
|
N/A |
|
Total interest expense |
|
$ |
1,837,763 |
|
|
$ |
2,573,133 |
|
|
$ |
739,646 |
|
|
$ |
1,836,413 |
|
|
$ |
2,058,770 |
|
|
N/A |
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. During the second quarter of 2020, the Operating Facility was amended to extend the maturity date to May 6, 2024 and to increase its capacity from $270.0 million to $300.0 million, subject to consent from the applicable lenders and other customary conditions. On July 31, 2020, the Operating Facility was further amended to include a $100 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.
Borrowings under the Operating Facility generally bear interest at a rate of LIBOR plus 2.00%. In addition to amounts due on outstanding debt, the Operating Facility accrues commitment fees of 0.50% per annum on the unused portion of the facility, or 2.25% per annum on the unused portion that is greater than 60% of the total facility, if applicable. The Operating Facility may be terminated, and any outstanding amounts thereunder may become due and payable, should SVCP fail to satisfy certain financial or other covenants. As of March 31, 2021, 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 bear 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 accrues commitment fees of 0.35% per annum on the unused portion of the facility. 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 March 31, 2021, TCPC Funding II was in full compliance with such covenants.
35
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
March 31, 2021
4. Leverage — (continued)
SBA Debentures
As of March 31, 2021, the SBIC is able to issue up to $150.0 million in SBA Debentures, subject to funded regulatory capital and other customary regulatory requirements. As of March 31, 2021, 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 March 31, 2021 were as follows:
|
Issuance Date |
|
Maturity |
|
Debenture Amount |
|
|
Fixed Interest Rate |
|
|
SBA Annual Charge |
|
|||
|
Pooled loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 24, 2014 |
|
September 1, 2024 |
|
$ |
18,500,000 |
|
|
|
3.02 |
% |
|
|
0.36 |
% |
|
March 25, 2015 |
|
March 1, 2025 |
|
|
9,500,000 |
|
|
|
2.52 |
% |
|
|
0.36 |
% |
|
September 23, 2015 |
|
September 1, 2025 |
|
|
10,800,000 |
|
|
|
2.83 |
% |
|
|
0.36 |
% |
|
March 23, 2016 |
|
March 1, 2026 |
|
|
4,000,000 |
|
|
|
2.51 |
% |
|
|
0.36 |
% |
|
September 21, 2016 |
|
September 1, 2026 |
|
|
18,200,000 |
|
|
|
2.05 |
% |
|
|
0.36 |
% |
|
September 20, 2017 |
|
September 1, 2027 |
|
|
14,000,000 |
|
|
|
2.52 |
% |
|
|
0.36 |
% |
|
March 21, 2018 |
|
March 1, 2028 |
|
|
8,000,000 |
|
|
|
3.19 |
% |
|
|
0.35 |
% |
|
September 19, 2018 |
|
September 1, 2028 |
|
|
15,000,000 |
|
|
|
3.55 |
% |
|
|
0.35 |
% |
|
September 25, 2019 |
|
September 1, 2029 |
|
|
40,000,000 |
|
|
|
2.28 |
% |
|
|
0.35 |
% |
|
|
|
|
|
|
138,000,000 |
|
|
|
2.63 |
% |
* |
|
|
|
|
Non-pooled loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 12, 2021 |
|
September 21, 2021 |
|
|
4,000,000 |
|
|
|
0.50 |
% |
|
|
0.35 |
% |
|
March 26, 2021 |
|
September 21, 2021 |
|
|
8,000,000 |
|
|
|
0.50 |
% |
|
|
0.35 |
% |
|
|
|
|
|
$ |
150,000,000 |
|
|
|
|
|
|
|
|
|
|
* |
Weighted-average interest rate on pooled loans |
SBA Debentures outstanding as of December 31, 2020 were as follows:
|
Issuance Date |
|
Maturity |
|
Debenture Amount |
|
|
Fixed Interest Rate |
|
|
SBA Annual Charge |
|
|||
|
September 24, 2014 |
|
September 1, 2024 |
|
$ |
18,500,000 |
|
|
|
3.02 |
% |
|
|
0.36 |
% |
|
March 25, 2015 |
|
March 1, 2025 |
|
|
9,500,000 |
|
|
|
2.52 |
% |
|
|
0.36 |
% |
|
September 23, 2015 |
|
September 1, 2025 |
|
|
10,800,000 |
|
|
|
2.83 |
% |
|
|
0.36 |
% |
|
March 23, 2016 |
|
March 1, 2026 |
|
|
4,000,000 |
|
|
|
2.51 |
% |
|
|
0.36 |
% |
|
September 21, 2016 |
|
September 1, 2026 |
|
|
18,200,000 |
|
|
|
2.05 |
% |
|
|
0.36 |
% |
|
September 20, 2017 |
|
September 1, 2027 |
|
|
14,000,000 |
|
|
|
2.52 |
% |
|
|
0.36 |
% |
|
March 21, 2018 |
|
March 1, 2028 |
|
|
8,000,000 |
|
|
|
3.19 |
% |
|
|
0.35 |
% |
|
September 19, 2018 |
|
September 1, 2028 |
|
|
15,000,000 |
|
|
|
3.55 |
% |
|
|
0.35 |
% |
|
September 25, 2019 |
|
September 1, 2029 |
|
|
40,000,000 |
|
|
|
2.28 |
% |
|
|
0.35 |
% |
|
|
|
|
|
$ |
138,000,000 |
|
|
|
2.63 |
% |
* |
|
|
|
|
* |
Weighted-average interest rate |
36
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
March 31, 2021
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.
The Consolidated Schedules of Investments include certain revolving loan facilities and other commitments with unfunded balances at March 31, 2021 and December 31, 2020 as follows:
|
|
|
|
|
Unfunded Balances |
|
|||||
|
Issuer |
|
Maturity |
|
March 31, 2021 |
|
|
December 31, 2020 |
|
||
|
2-10 Holdco, Inc. |
|
10/31/2024 |
|
$ |
1,002,004 |
|
|
$ |
416,667 |
|
|
Acquia Inc. |
|
11/1/2025 |
|
|
1,659,488 |
|
|
|
1,803,792 |
|
|
ALCV Purchaser, Inc. (AutoLenders) |
|
2/25/2026 |
|
|
662,974 |
|
|
N/A |
|
|
|
Applause App Quality, Inc. |
|
9/20/2022 |
|
|
1,509,820 |
|
|
|
1,509,820 |
|
|
Auto Trakk SPV, LLC |
|
12/21/2021 |
|
|
3,193,208 |
|
|
|
3,193,208 |
|
|
CAREATC, Inc. |
|
3/14/2024 |
|
|
607,288 |
|
|
|
607,288 |
|
|
Certify, Inc. |
|
2/28/2024 |
|
|
797,158 |
|
|
|
797,158 |
|
|
Dude Solutions Holdings, Inc. |
|
6/13/2025 |
|
|
2,207,896 |
|
|
|
2,207,896 |
|
|
FinancialForce.com, Inc. |
|
2/1/2024 |
|
|
9,500,000 |
|
|
N/A |
|
|
|
IT Parent, LLC (Insurance Technologies) |
|
10/1/2026 |
|
|
625,000 |
|
|
|
125,000 |
|
|
Kellermeyer Bergensons Services, LLC |
|
11/7/2026 |
|
|
1,588,235 |
|
|
|
1,588,235 |
|
|
Khoros LLC (Lithium) |
|
10/3/2022 |
|
|
1,983,364 |
|
|
|
1,322,243 |
|
|
Olaplex, Inc. |
|
1/8/2025 |
|
|
1,340,000 |
|
|
|
1,340,000 |
|
|
Patient Point Network Solutions, LLC |
|
6/26/2022 |
|
N/A |
|
|
|
528,187 |
|
|
|
Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance) |
|
3/11/2026 |
|
|
4,000,000 |
|
|
N/A |
|
|
|
ResearchGate GmBH |
|
10/1/2022 |
|
|
8,286,000 |
|
|
|
8,286,000 |
|
|
Rhode Holdings, Inc. (Kaseya) |
|
5/3/2025 |
|
|
1,035,758 |
|
|
|
2,243,838 |
|
|
RigUp, Inc. |
|
3/1/2024 |
|
N/A |
|
|
|
9,666,667 |
|
|
|
Sandata Technologies, LLC |
|
7/23/2024 |
|
|
2,250,000 |
|
|
|
2,250,000 |
|
|
SEP Raptor Acquisition, Inc. (Loopio) |
|
3/31/2027 |
|
|
1,163,276 |
|
|
N/A |
|
|
|
SEP Vulcan Acquisition, Inc. (Tasktop) |
|
3/15/2027 |
|
|
1,119,498 |
|
|
N/A |
|
|
|
Snow Software AB |
|
4/17/2024 |
|
|
4,360,548 |
|
|
|
3,052,384 |
|
|
Sonny’s Enterprises, LLC |
|
8/5/2026 |
|
|
4,874,854 |
|
|
|
9,208,057 |
|
|
Space Midco, Inc. (Archibus) |
|
12/5/2023 |
|
|
277,778 |
|
|
|
277,778 |
|
|
Spark Networks, Inc. |
|
7/1/2023 |
|
|
1,005,887 |
|
|
|
1,005,887 |
|
|
Sunland Asphalt & Construction, LLC |
|
1/13/2022 |
|
|
754,506 |
|
|
N/A |
|
|
|
Superman Holdings, LLC (Foundation Software) |
|
8/31/2026 |
|
|
1,256,026 |
|
|
|
1,256,026 |
|
|
Team Software, Inc. |
|
9/17/2023 |
|
|
2,457,847 |
|
|
|
2,457,847 |
|
|
Telarix, Inc. |
|
11/19/2023 |
|
|
357,143 |
|
|
|
357,143 |
|
|
Tempus, LLC (Epic Staffing) |
|
2/5/2027 |
|
|
1,317,568 |
|
|
N/A |
|
|
|
Thras.io, LLC |
|
12/18/2026 |
|
|
9,939,759 |
|
|
|
9,939,759 |
|
|
Unanet, Inc. |
|
5/31/2024 |
|
|
2,525,510 |
|
|
|
2,525,510 |
|
|
Xactly Corporation |
|
7/31/2022 |
|
|
854,898 |
|
|
|
854,898 |
|
|
Total Unfunded Balances |
|
|
|
$ |
74,513,291 |
|
|
$ |
68,821,288 |
|
37
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
March 31, 2021
6. 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 March 31, 2021 and December 31, 2020, no such amounts were outstanding. From time to time, the Advisor advances payments to third parties on behalf of the Company and SVCP and receives reimbursement from the Company. At March 31, 2021 and December 31, 2020, amounts reimbursable to the Advisor totaled $1.3 million and $1.3 million, respectively, as reflected in the Consolidated Statements of Assets and Liabilities.
Pursuant to an administration agreement between the Administrator and the Company (the “Administration Agreement”), the Administrator may be reimbursed for costs and expenses incurred by the Administrator for office space rental, office equipment and utilities allocable to the Company, as well as costs and expenses incurred by the Administrator or its affiliates relating to any administrative, operating, or other non-investment advisory services provided by the Administrator or its affiliates to the Company. For the three months ended March 31, 2021 and 2020, expenses allocated pursuant to the Administration Agreement totaled $0.5 million and $0.5 million, respectively.
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 following table summarizes the total shares issued and proceeds received in connection with the Company’s dividend reinvestment plan for the three months ended March 31, 2020:
|
|
|
|
|
2020 |
|
|
|
Shares Issued |
|
|
|
|
486 |
|
|
Average Price Per Share |
|
|
|
$ |
6.25 |
|
|
Proceeds |
|
|
|
$ |
3,039 |
|
The Company’s dividends are recorded on the ex-dividend date. The following table summarizes the Company’s dividends declared and paid for the three months ended March 31, 2021:
|
Date Declared |
|
Record Date |
|
Payment Date |
|
Type |
|
Amount Per Share |
|
|
Total Amount |
|
||
|
February 25, 2021 |
|
March 17, 2021 |
|
March 31, 2021 |
|
Regular |
|
$ |
0.30 |
|
|
$ |
17,330,179 |
|
The following table summarizes the Company’s dividends declared and paid for the three months ended March 31, 2020:
|
Date Declared |
|
Record Date |
|
Payment Date |
|
Type |
|
Amount Per Share |
|
|
Total Amount |
|
||
|
February 26, 2020 |
|
March 17, 2020 |
|
March 31, 2020 |
|
Regular |
|
$ |
0.36 |
|
|
$ |
21,155,913 |
|
On February 24, 2015, the Company’s board of directors approved a stock repurchase plan (the “Company Repurchase Plan”) to acquire up to $50.0 million in the aggregate of the Company’s common stock at prices at certain thresholds below the Company’s net asset value per share, in accordance with the guidelines specified in Rule 10b-18 and Rule 10b5-1 of the Securities Exchange Act of 1934. The Company Repurchase Plan is designed to allow the Company to repurchase its common stock at times when it otherwise might be prevented from doing so under insider trading laws. The Company Repurchase Plan requires an agent selected by the Company to repurchase shares of common stock on the Company’s behalf if and when the market price per share is at certain thresholds below the most recently reported net asset value per share. Under the plan, the agent will increase the volume of purchases made if the price of the Company’s common stock declines, subject to volume restrictions. The timing and amount of any stock repurchased depends on the terms and conditions of the Company Repurchase Plan, the market price of the common stock and trading volumes, and no assurance can be given that any particular amount of common stock will be repurchased. The Company Repurchase Plan was re-approved on February 24, 2021, to be in effect through the earlier of two trading days after the Company’s first quarter 2021 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.
38
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
March 31, 2021
7. Stockholders’ Equity and Dividends — (continued)
The following table summarizes the total shares repurchased and amounts paid by the Company under the Company Repurchase Plan, including broker fees, for the three months ended March 31, 2020:
|
|
|
Shares Repurchased |
|
|
Price Per Share |
|
|
Total Cost |
|
|||
|
Company Repurchase Plan |
|
|
1,000,000 |
|
|
$ |
6.10 |
|
* |
$ |
6,100,190 |
|
|
* |
Weighted-average price per share |
8. Earnings Per Share
In accordance with ASC 260, Earnings per Share, basic earnings per share is computed by dividing earnings available to common shareholders by the weighted average number of shares outstanding during the period. Other potentially dilutive common shares, if any, and the related impact to earnings, are considered when calculating earnings per share on a diluted basis. The following information sets forth the computation of the net increase in net assets per share resulting from operations for the three months ended March 31, 2021 and 2020:
|
|
|
Three Months Ended March 31, |
|
|||||
|
|
|
2021 |
|
|
2020 |
|
||
|
Net increase (decrease) in net assets from operations |
|
$ |
35,484,822 |
|
|
$ |
(69,481,411 |
) |
|
Weighted average shares outstanding |
|
|
57,767,264 |
|
|
|
58,668,432 |
|
|
Earnings (loss) per share |
|
$ |
0.61 |
|
|
$ |
(1.18 |
) |
39
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
March 31, 2021
9. Subsequent Events
On April 29, 2021, the Company’s board of directors re-approved the Company Repurchase Plan, to be in effect through the earlier of two trading days after the Company’s second quarter 2021 earnings release or such time as the approved $50.0 million repurchase amount has been fully utilized, subject to certain conditions.
On May 5, 2021, the Company’s board of directors declared a second quarter dividend of $0.30 per share payable on June 30, 2021 to stockholders of record as of the close of business on June 16, 2021.
40
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
March 31, 2021
10. Financial Highlights
|
|
|
Three Months Ended March 31, |
|
|||||
|
|
|
2021 |
|
|
2020 |
|
||
|
Per Common Share |
|
|
|
|
|
|
|
|
|
Per share NAV at beginning of period |
|
$ |
13.24 |
|
|
$ |
13.21 |
|
|
|
|
|
|
|
|
|
|
|
|
Investment operations: |
|
|
|
|
|
|
|
|
|
Net investment income |
|
|
0.32 |
|
|
|
0.38 |
|
|
Net realized and unrealized gain (loss) |
|
|
0.30 |
|
|
|
(1.56 |
) |
|
Total from investment operations |
|
|
0.62 |
|
|
|
(1.18 |
) |
|
|
|
|
|
|
|
|
|
|
|
Repurchase of common stock |
|
|
— |
|
|
|
0.09 |
|
|
Dividends to common shareholders |
|
|
(0.30 |
) |
|
|
(0.36 |
) |
|
Per share NAV at end of period |
|
$ |
13.56 |
|
|
$ |
11.76 |
|
|
|
|
|
|
|
|
|
|
|
|
Per share market price at end of period |
|
$ |
13.83 |
|
|
$ |
6.25 |
|
|
|
|
|
|
|
|
|
|
|
|
Total return based on market value (1), (2) |
|
|
25.7 |
% |
|
|
(53.0 |
)% |
|
Total return based on net asset value (1), (3) |
|
|
4.7 |
% |
|
|
(8.3 |
)% |
|
|
|
|
|
|
|
|
|
|
|
Shares outstanding at end of period |
|
|
57,767,264 |
|
|
|
57,766,912 |
|
41
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
March 31, 2021
10. Financial Highlights — (continued)
|
|
|
Three Months Ended March 31, |
|
|||||
|
|
|
2021 |
|
|
2020 |
|
||
|
Ratios to average common equity: (4) |
|
|
|
|
|
|
|
|
|
Net investment income |
|
|
11.5 |
% |
|
|
11.7 |
% |
|
Expenses before incentive compensation |
|
|
9.4 |
% |
|
|
10.2 |
% |
|
Expenses and incentive compensation |
|
|
10.0 |
% |
|
|
10.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
Ending common shareholder equity |
|
$ |
783,141,221 |
|
|
$ |
679,583,911 |
|
|
Portfolio turnover rate |
|
|
5.7 |
% |
|
|
4.7 |
% |
|
Weighted-average leverage outstanding |
|
$ |
928,100,849 |
|
|
$ |
934,766,749 |
|
|
Weighted-average interest rate on leverage |
|
|
3.9 |
% |
|
|
4.7 |
% |
|
Weighted-average number of common shares |
|
|
57,767,264 |
|
|
|
58,668,432 |
|
|
Average leverage per share |
|
$ |
16.07 |
|
|
$ |
15.93 |
|
|
(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 at the beginning of the period. |
|
(4) |
Annualized, except for incentive compensation. |
42
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
March 31, 2021
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 March 31, 2021.
|
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 March 31, 2021 |
|
$ |
104,096 |
|
|
$ |
15,580 |
|
|
|
— |
|
|
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 |
|
Fiscal Year 2012 |
|
|
74,000 |
|
|
|
7,077 |
|
|
|
— |
|
|
N/A |
|
Fiscal Year 2011 |
|
|
29,000 |
|
|
|
13,803 |
|
|
|
— |
|
|
N/A |
|
Preferred Interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2021 |
|
N/A |
|
|
NA |
|
|
N/A |
|
|
N/A |
|||
|
Fiscal Year 2020 |
|
N/A |
|
|
NA |
|
|
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 |
|
Fiscal Year 2012 |
|
|
134,000 |
|
|
|
50,475 |
|
|
|
20,079 |
|
|
N/A |
|
Fiscal Year 2011 |
|
|
134,000 |
|
|
|
49,251 |
|
|
|
20,070 |
|
|
N/A |
|
Funding Facility I |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 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 March 31, 2021 |
|
$ |
— |
|
|
$ |
15,580 |
|
|
|
— |
|
|
N/A |
|
Fiscal Year 2020 |
|
|
36,000 |
|
|
|
9,508 |
|
|
|
— |
|
|
N/A |
|
SBA Debentures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2021 |
|
$ |
150,000 |
|
|
$ |
15,580 |
|
|
|
— |
|
|
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 March 31, 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 March 31, 2021 |
|
$ |
140,000 |
|
|
$ |
1,933 |
|
|
|
— |
|
|
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 |
|
2022 Notes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2021 |
|
$ |
175,000 |
|
|
$ |
1,933 |
|
|
|
— |
|
|
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 March 31, 2021 |
|
$ |
250,000 |
|
|
$ |
1,933 |
|
|
|
— |
|
|
N/A |
|
Fiscal Year 2020 |
|
|
250,000 |
|
|
|
2,058 |
|
|
|
— |
|
|
N/A |
|
Fiscal Year 2019 |
|
|
200,000 |
|
|
|
1,992 |
|
|
|
— |
|
|
N/A |
|
2026 Notes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2021 |
|
$ |
175,000 |
|
|
$ |
1,933 |
|
|
|
— |
|
|
N/A |
43
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
March 31, 2021
11. Senior Securities (continued)
|
(1) |
Total amount of each class of senior securities outstanding at the end of the period presented (in 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. |
44
BlackRock TCP Capital Corp.
Consolidated Schedule of Changes in Investments in Non-Controlled Affiliates(1) (Unaudited)
Three Months Ended March 31, 2021
|
Security |
|
Dividends or Interest (2) |
|
|
Fair Value at December 31, 2020 |
|
|
Net realized gain or loss |
|
|
Net increase or decrease in unrealized appreciation or depreciation |
|
|
Acquisitions (3) |
|
|
Dispositions (4) |
|
|
Fair Value at March 31, 2021 |
|
|||||||
|
Edmentum Ultimate Holdings, LLC, Class A Common Units |
|
$ |
867,570 |
|
|
$ |
- |
|
|
$ |
1,028,057 |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
(1,028,057 |
) |
|
$ |
- |
|
|
Iracore International Holdings, Inc., Senior Secured 1st Lien Term Loan, LIBOR + 9%, 1% LIBOR Floor, due 4/13/21 |
|
|
33,104 |
|
|
|
1,324,140 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
1,324,140 |
|
|
Iracore Investments Holdings, Inc., Class A Common Stock |
|
|
385,384 |
|
|
|
5,181,526 |
|
|
|
- |
|
|
|
716,001 |
|
|
|
- |
|
|
|
- |
|
|
|
5,897,527 |
|
|
NEG Parent, LLC (CORE Entertainment, Inc.), Class A Units |
|
|
- |
|
|
|
7,401,888 |
|
|
|
- |
|
|
|
736,692 |
|
|
|
- |
|
|
|
- |
|
|
|
8,138,580 |
|
|
NEG Parent, LLC (CORE Entertainment, Inc.), Class A Warrants to Purchase Class A Units |
|
|
- |
|
|
|
438,161 |
|
|
|
- |
|
|
|
88,129 |
|
|
|
- |
|
|
|
- |
|
|
|
526,290 |
|
|
NEG Parent, LLC (CORE Entertainment, Inc.), Class B Warrants to Purchase Class A Units |
|
|
- |
|
|
|
442,508 |
|
|
|
- |
|
|
|
89,003 |
|
|
|
- |
|
|
|
- |
|
|
|
531,511 |
|
|
TVG-Edmentum Holdings, LLC, Series A Preferred Units |
|
|
828,113 |
|
|
|
27,758,980 |
|
|
|
- |
|
|
|
2,649,337 |
|
|
|
828,114 |
|
|
|
- |
|
|
|
31,236,431 |
|
|
TVG-Edmentum Holdings, LLC, Series B-1 Common Units |
|
|
483,162 |
|
|
|
13,511,732 |
|
|
|
- |
|
|
|
1,192,384 |
|
|
|
483,161 |
|
|
|
- |
|
|
|
15,187,277 |
|
|
TVG-Edmentum Holdings, LLC, Series B-2 Common Units |
|
|
- |
|
|
|
12,868,247 |
|
|
|
- |
|
|
|
2,319,030 |
|
|
|
- |
|
|
|
- |
|
|
|
15,187,277 |
|
|
Total |
|
$ |
2,597,333 |
|
|
$ |
68,927,182 |
|
|
$ |
1,028,057 |
|
|
$ |
7,790,576 |
|
|
$ |
1,311,275 |
|
|
$ |
(1,028,057 |
) |
|
$ |
78,029,033 |
|
Notes to Consolidated Schedule of Changes in Investments in Non-Controlled Affiliates:
|
(1) |
The issuers of the securities listed on this schedule are considered non-controlled affiliates under the Investment Company Act of 1940 due to the ownership by the Company of 5% to 25% of the issuers' voting securities. |
|
(2) |
Also includes fee 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. |
45
BlackRock TCP Capital Corp.
Consolidated Schedule of Changes in Investments in Controlled Affiliates(1) (Unaudited)
Three Months Ended March 31, 2021
|
Security |
|
Dividends or Interest (2) |
|
|
Fair Value at December 31, 2020 |
|
|
Net realized gain or loss |
|
|
Net increase or decrease in unrealized appreciation or depreciation |
|
|
Acquisitions (3) |
|
|
Dispositions (4) |
|
|
Fair Value at March 31, 2021 |
|
|||||||
|
36th Street Capital Partners Holdings, LLC, Membership Units |
|
$ |
892,050 |
|
|
$ |
33,135,000 |
|
|
$ |
- |
|
|
$ |
(1,043,000 |
) |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
32,092,000 |
|
|
36th Street Capital Partners Holdings, LLC, Senior Note, 12%, due 11/1/25 |
|
|
1,225,033 |
|
|
|
40,834,419 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
40,834,419 |
|
|
Anacomp, Inc., Class A Common Stock |
|
|
- |
|
|
|
401,769 |
|
|
|
- |
|
|
|
(188,329 |
) |
|
|
- |
|
|
|
- |
|
|
|
213,440 |
|
|
Conergy Asia & ME Pte. Ltd., 1st Lien Term Loan, 0%, due 6/30/21 |
|
|
- |
|
|
|
1,154,036 |
|
|
|
- |
|
|
|
81,451 |
|
|
|
- |
|
|
|
- |
|
|
|
1,235,487 |
|
|
Conergy Asia Holdings Limited, Class B Shares |
|
|
- |
|
|
|
— |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
Conergy Asia Holdings Limited, Ordinary Shares |
|
|
- |
|
|
|
— |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
Conventional Lending TCP Holdings, LLC, Membership Units |
|
|
425,000 |
|
|
|
18,050,826 |
|
|
|
- |
|
|
|
(50,826 |
) |
|
|
- |
|
|
|
- |
|
|
|
18,000,000 |
|
|
Kawa Solar Holdings Limited, Bank Guarantee Credit Facility, 0%, due 12/31/21 |
|
|
- |
|
|
|
3,336,148 |
|
|
|
- |
|
|
|
(3,132,861 |
) |
|
|
- |
|
|
|
- |
|
|
|
203,287 |
|
|
Kawa Solar Holdings Limited, Ordinary Shares |
|
|
- |
|
|
|
— |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
Kawa Solar Holdings Limited, Revolving Credit Facility, 0%, due 12/31/21 |
|
|
- |
|
|
|
2,114,333 |
|
|
|
- |
|
|
|
3,120,836 |
|
|
|
- |
|
|
|
(3,133,333 |
) |
|
|
2,101,836 |
|
|
Kawa Solar Holdings Limited, Series B Preferred Shares |
|
|
- |
|
|
|
— |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
Total |
|
$ |
2,542,083 |
|
|
$ |
99,026,531 |
|
|
$ |
— |
|
|
$ |
(1,212,729 |
) |
|
$ |
— |
|
|
$ |
(3,133,333 |
) |
|
$ |
94,680,469 |
|
Notes to Consolidated Schedule of Changes in Investments in Controlled Affiliates:
|
(1) |
The issuers of the securities listed on this schedule are considered controlled affiliates under the Investment Company Act of 1940 due to the ownership by the Company of more than 25% of the issuers' voting securities. |
|
(2) |
Also includes fee 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. |
46
BlackRock TCP Capital Corp.
Consolidated Schedule of Changes in Investments in Non-Controlled Affiliates (1)
Year Ended December 31, 2020
|
Security |
|
Dividends or Interest (2) |
|
|
Fair Value at December 31, 2019 |
|
|
Net realized gain or loss |
|
|
Net increase or decrease in unrealized appreciation or depreciation |
|
|
Acquisitions (3) |
|
|
Dispositions (4) |
|
|
Fair Value at December 31, 2020 |
|
|||||||
|
AGY Holding Corp., Common Stock |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
AGY Holding Corp., Senior Secured 2nd Lien Notes, 11%, due 12/15/25 |
|
|
— |
|
|
|
3,708,428 |
|
|
|
(8,778,822 |
) |
|
|
5,070,394 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
AGY Holding Corp., Senior Secured Delayed Draw Term Loan A, 12%, due 9/15/20 |
|
|
94,024 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,227,453 |
|
|
|
(1,227,453 |
) |
|
|
— |
|
|
AGY Holding Corp., Senior Secured Delayed Draw Term Loan, 12%, due 9/15/20 |
|
|
59,678 |
|
|
|
1,114,120 |
|
|
|
(1,174,170 |
) |
|
|
— |
|
|
|
60,050 |
|
|
|
— |
|
|
|
— |
|
|
AGY Holding Corp., Senior Secured Term Loan A1, 12%, due 9/15/20 |
|
|
97,185 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
721,296 |
|
|
|
(721,296 |
) |
|
|
— |
|
|
AGY Holding Corp., Senior Secured Term Loan, 12%, due 9/15/20 |
|
|
155,135 |
|
|
|
5,171,151 |
|
|
|
(4,589,653 |
) |
|
|
— |
|
|
|
156,858 |
|
|
|
(738,356 |
) |
|
|
— |
|
|
Edmentum Ultimate Holdings, LLC, Class A Common Units |
|
|
2,623,729 |
|
|
|
1,433,968 |
|
|
|
4,380,041 |
|
|
|
(753,742 |
) |
|
|
— |
|
|
|
(5,060,267 |
) |
|
|
— |
|
|
Edmentum Ultimate Holdings, LLC, Junior PIK Notes, 10%, due 12/9/21 |
|
|
1,850,985 |
|
|
|
17,609,276 |
|
|
|
— |
|
|
|
(72,760 |
) |
|
|
1,927,179 |
|
|
|
(19,463,695 |
) |
|
|
— |
|
|
Edmentum Ultimate Holdings, LLC, Senior PIK Notes, 8.5%, due 6/9/20 |
|
|
313,061 |
|
|
|
3,675,888 |
|
|
|
— |
|
|
|
— |
|
|
|
327,176 |
|
|
|
(4,003,064 |
) |
|
|
— |
|
|
Edmentum Ultimate Holdings, LLC, Warrants to Purchase Class A Common Units |
|
|
— |
|
|
|
7,084,470 |
|
|
|
4,947,853 |
|
|
|
(7,084,469 |
) |
|
|
— |
|
|
|
(4,947,854 |
) |
|
|
— |
|
|
Edmentum, Inc., Junior Revolving Facility, 5%, due 6/9/20 |
|
|
266,556 |
|
|
|
5,235,978 |
|
|
|
— |
|
|
|
(5 |
) |
|
|
474,037 |
|
|
|
(5,710,010 |
) |
|
|
— |
|
|
Edmentum, Inc., Senior Secured 1st Lien Term Loan B, 8.5%, due 6/9/21 |
|
|
2,194,392 |
|
|
|
10,740,023 |
|
|
|
— |
|
|
|
(1,173,442 |
) |
|
|
1,466,235 |
|
|
|
(11,032,816 |
) |
|
|
— |
|
|
Edmentum, Inc., Senior Secured 2nd Lien Term Loan, 7% PIK, due 12/8/21 |
|
|
576,320 |
|
|
|
8,281,661 |
|
|
|
— |
|
|
|
(8 |
) |
|
|
603,596 |
|
|
|
(8,885,249 |
) |
|
|
— |
|
|
Edmentum, Inc., Senior Secured 2nd Lien Revolver, 5% PIK, due 12/9/21 |
|
|
834,028 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
5,805,188 |
|
|
|
(5,805,188 |
) |
|
|
— |
|
|
Educationcity Limited (Edmentum), Senior Unsecured Promissory Note, 10%, due 8/31/20 |
|
|
329,098 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3,707,423 |
|
|
|
(3,707,423 |
) |
|
|
— |
|
|
Iracore International Holdings, Inc., Senior Secured 1st Lien Term Loan, LIBOR + 9%, 1% LIBOR Floor, due 4/13/21 |
|
|
169,286 |
|
|
|
1,635,903 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(311,763 |
) |
|
|
1,324,140 |
|
|
Iracore Investments Holdings, Inc., Class A Common Stock |
|
|
— |
|
|
|
2,476,881 |
|
|
|
— |
|
|
|
2,704,645 |
|
|
|
— |
|
|
|
— |
|
|
|
5,181,526 |
|
|
KAGY Holding Company, Inc., Series A Preferred Stock |
|
|
— |
|
|
|
— |
|
|
|
(1,091,199 |
) |
|
|
1,091,199 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
NEG Parent, LLC (CORE Entertainment, Inc.), Class A Units |
|
|
— |
|
|
|
6,925,848 |
|
|
|
— |
|
|
|
476,040 |
|
|
|
— |
|
|
|
— |
|
|
|
7,401,888 |
|
|
NEG Parent, LLC (CORE Entertainment, Inc.), Class A Warrants to Purchase Class A Units |
|
|
— |
|
|
|
391,407 |
|
|
|
— |
|
|
|
46,754 |
|
|
|
— |
|
|
|
— |
|
|
|
438,161 |
|
|
NEG Parent, LLC (CORE Entertainment, Inc.), Class B Warrants to Purchase Class A Units |
|
|
— |
|
|
|
395,290 |
|
|
|
— |
|
|
|
47,218 |
|
|
|
— |
|
|
|
— |
|
|
|
442,508 |
|
|
NEG Parent, LLC (CORE Entertainment, Inc.), Litigation Trust Units |
|
|
— |
|
|
|
— |
|
|
|
45,038 |
|
|
|
— |
|
|
|
— |
|
|
|
(45,038 |
) |
|
|
— |
|
|
TVG-Edmentum Holdings, LLC, Series A Preferred Units |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
155,201 |
|
|
|
27,603,779 |
|
|
|
— |
|
|
|
27,758,980 |
|
|
TVG-Edmentum Holdings, LLC, Series B-1 Common Units |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
90,570 |
|
|
|
13,421,162 |
|
|
|
— |
|
|
|
13,511,732 |
|
|
TVG-Edmentum Holdings, LLC, Series B-2 Common Units |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(552,915 |
) |
|
|
13,421,162 |
|
|
|
— |
|
|
|
12,868,247 |
|
|
Total |
|
$ |
9,563,477 |
|
|
$ |
75,880,292 |
|
|
$ |
(6,260,912 |
) |
|
$ |
44,680 |
|
|
$ |
70,922,594 |
|
|
$ |
(71,659,472 |
) |
|
$ |
68,927,182 |
|
Notes to Consolidated Schedule of Changes in Investments in Non-Controlled Affiliates:
|
(1) |
The issuers of the securities listed on this schedule are considered non-controlled affiliates under the Investment Company Act of 1940 due to the ownership by the Company of 5% to 25% of the issuers' voting securities. |
|
(2) |
Also includes fee and lease income as applicable. |
|
(3) |
Acquisitions include new purchases, PIK income and amortization of original issue and market discounts. |
|
(4) |
Dispositions include decreases in the cost basis from sales, paydowns, mortgage amortizations and aircraft depreciation. |
47
BlackRock TCP Capital Corp.
Consolidated Schedule of Changes in Investments in Controlled Affiliates (1)
Year Ended December 31, 2020
|
Security |
|
Dividends or Interest (2) |
|
|
Fair Value at December 31, 2019 |
|
|
Net realized gain or loss |
|
|
Net increase or decrease in unrealized appreciation or depreciation |
|
|
Acquisitions (3) |
|
|
Dispositions (4) |
|
|
Fair Value at December 31, 2020 |
|
|||||||
|
36th Street Capital Partners Holdings, LLC, Membership Units |
|
$ |
2,471,415 |
|
|
$ |
31,682,859 |
|
|
$ |
— |
|
|
$ |
1,452,141 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
33,135,000 |
|
|
36th Street Capital Partners Holdings, LLC, Senior Note, 12%, due 11/1/20 |
|
|
4,900,130 |
|
|
|
40,834,419 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
40,834,419 |
|
|
Anacomp, Inc., Class A Common Stock |
|
|
— |
|
|
|
1,167,640 |
|
|
|
— |
|
|
|
(765,871 |
) |
|
|
— |
|
|
|
— |
|
|
|
401,769 |
|
|
Conergy Asia & ME Pte. Ltd., 1st Lien Term Loan, 10%, due 6/30/21 |
|
|
44,223 |
|
|
|
1,207,786 |
|
|
|
— |
|
|
|
(390,084 |
) |
|
|
336,334 |
|
|
|
— |
|
|
|
1,154,036 |
|
|
Conergy Asia Holdings Limited, Class B Shares |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Conergy Asia Holdings Limited, Ordinary Shares |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Conventional Lending TCP Holdings, LLC, Membership Units |
|
|
1,436,922 |
|
|
|
14,269,948 |
|
|
|
— |
|
|
|
(950,043 |
) |
|
|
4,730,921 |
|
|
|
— |
|
|
|
18,050,826 |
|
|
Kawa Solar Holdings Limited, Bank Guarantee Credit Facility, 0%, due 12/31/21 |
|
|
— |
|
|
|
3,289,438 |
|
|
|
— |
|
|
|
46,710 |
|
|
|
— |
|
|
|
— |
|
|
|
3,336,148 |
|
|
Kawa Solar Holdings Limited, Ordinary Shares |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Kawa Solar Holdings Limited, Revolving Credit Facility, 0%, due 12/31/21 |
|
|
— |
|
|
|
2,208,823 |
|
|
|
— |
|
|
|
(94,490 |
) |
|
|
— |
|
|
|
— |
|
|
|
2,114,333 |
|
|
Kawa Solar Holdings Limited, Series B Preferred Shares |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
United N659UA-767, LLC (Aircraft Trust Holding Company) |
|
|
26,635 |
|
|
|
2,300,366 |
|
|
|
(32,062 |
) |
|
|
(134,933 |
) |
|
|
— |
|
|
|
(2,133,371 |
) |
|
|
— |
|
|
United N661UA-767, LLC (Aircraft Trust Holding Company) |
|
|
11,502 |
|
|
|
2,347,314 |
|
|
|
162,012 |
|
|
|
(121,954 |
) |
|
|
— |
|
|
|
(2,387,372 |
) |
|
|
— |
|
|
Total |
|
$ |
8,890,827 |
|
|
$ |
99,308,593 |
|
|
$ |
129,950 |
|
|
$ |
(958,524 |
) |
|
$ |
5,067,255 |
|
|
$ |
(4,520,743 |
) |
|
$ |
99,026,531 |
|
Notes to Consolidated Schedule of Changes in Investments in Controlled Affiliates:
|
(1) |
The issuers of the securities listed on this schedule are considered controlled affiliates under the Investment Company Act of 1940 due to the ownership by the Company of more than 25% of the issuers' voting securities. |
|
(2) |
Also includes fee and lease income as applicable. |
|
(3) |
Acquisitions include new purchases, PIK income and amortization of original issue and market discounts. |
|
(4) |
Dispositions include decreases in the cost basis from sales, paydowns, mortgage amortizations and aircraft depreciation. |
48
BlackRock TCP Capital Corp.
Consolidated Schedule of Restricted Securities of Unaffiliated Issuers (Unaudited)
March 31, 2021
|
Investment |
|
Acquisition Date |
|
AutoAlert Acquisition Co, LLC, Warrants to Purchase LLC Interest |
|
6/30/20 |
|
Avanti Communications Group, PLC (144A), Senior New Money Initial Note, 9%, due 10/1/22 |
|
1/26/17 |
|
Avanti Communications Group, PLC (144A), Senior Second-Priority PIK Toggle Note, 9%, due 10/1/22 |
|
1/26/17 |
|
Domo, Inc., Warrants to Purchase Class B Common Stock |
|
12/5/17 |
|
Envigo RMS Holding Corp., Common Stock |
|
6/3/19 |
|
Fidelis (SVC) LLC, Series C Preferred Units |
|
12/31/19 |
|
FinancialForce.com, Inc., Warrants to Purchase Series C Preferred Stock |
|
1/30/19 |
|
Foursquare Labs, Inc., Warrants to Purchase Series E Preferred Stock |
|
5/4/17 |
|
GACP I, LP (Great American Capital), Membership Units |
|
10/1/15 |
|
GACP II, LP (Great American Capital), Membership Units |
|
1/12/18 |
|
GlassPoint Solar, Inc., Warrants to Purchase Series E Preferred Stock |
|
2/7/17 |
|
InMobi, Inc., Warrants to Purchase Common Stock |
|
8/22/17 |
|
InMobi, Inc., Warrants to Purchase Series E Preferred Stock (Strike Price $20.01) |
|
9/18/15 |
|
InMobi, Inc., Warrants to Purchase Series E Preferred Stock (Strike Price $28.58) |
|
10/1/18 |
|
Nanosys, Inc., Warrants to Purchase Preferred Stock |
|
3/29/16 |
|
Pico Quantitative Trading Holdings, LLC, Warrants to Purchase Membership Units |
|
2/7/20 |
|
Quora, Inc., Warrants to Purchase Series D Preferred Stock |
|
4/12/19 |
|
ResearchGate Corporation., Warrants to Purchase Series D Preferred Stock |
|
11/7/19 |
|
SnapLogic, Inc., Warrants to Purchase Series Preferred Stock |
|
3/20/18 |
|
Soraa, Inc., Warrants to Purchase Common Stock |
|
8/29/14 |
|
SoundCloud, Ltd., Warrants to Purchase Preferred Stock |
|
4/30/15 |
|
Tradeshift, Inc., Warrants to Purchase Series D Preferred Stock |
|
3/9/17 |
|
Utilidata, Inc., 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 (United Kingdom), Warrants to Purchase Series D Stock |
|
2/11/21 |
49
BlackRock TCP Capital Corp.
Consolidated Schedule of Restricted Securities of Unaffiliated Issuers
December 31, 2020
|
Investment |
|
Acquisition Date |
|
Actifio, Inc., Warrants to Purchase Series F Preferred Stock |
|
5/5/17 |
|
AutoAlert Acquisition Co, LLC, Warrants to Purchase LLC Interest |
|
6/30/20 |
|
Avanti Communications Group, PLC (144A), Senior New Money Initial Note, 9%, due 10/1/22 |
|
1/26/17 |
|
Avanti Communications Group, PLC (144A), Senior Second-Priority PIK Toggle Note, 9%, due 10/1/22 |
|
1/26/17 |
|
Domo, Inc., Warrants to Purchase Common Stock |
|
12/5/17 |
|
Envigo RMS Holding Corp., Common Stock |
|
6/3/19 |
|
Fidelis (SVC) LLC, Series C Preferred Units |
|
12/31/19 |
|
FinancialForce.com, Inc., Warrants to Purchase Series C Preferred Stock |
|
1/30/19 |
|
Foursquare Labs, Inc., Warrants to Purchase Series E Preferred Stock |
|
5/4/17 |
|
GACP I, LP (Great American Capital), Membership Units |
|
10/1/15 |
|
GACP II, LP (Great American Capital), Membership Units |
|
1/12/18 |
|
GlassPoint Solar, Inc., Warrants to Purchase Series C-1 Preferred Stock |
|
2/7/17 |
|
GlassPoint Solar, Inc., Warrants to Purchase Series D Preferred Stock |
|
3/16/18 |
|
InMobi, Inc., Warrants to Purchase Common Stock |
|
8/22/17 |
|
InMobi, Inc., Warrants to Purchase Series E Preferred Stock |
|
9/18/15 |
|
InMobi, Inc., Warrants to Purchase Series E Preferred Stock (Strike Price $28.58) |
|
10/1/18 |
|
Nanosys, Inc., Warrants to Purchase Preferred Stock |
|
3/29/16 |
|
Pico Quantitative Trading Holdings, LLC, Warrants to Purchase Membership Units |
|
2/7/20 |
|
Quora, Inc., Warrants to Purchase Series D Preferred Stock |
|
4/12/19 |
|
ResearchGate Corporation., Warrants to Purchase Series D Preferred Stock |
|
11/7/19 |
|
SnapLogic, Inc., Warrants to Purchase Series Preferred Stock |
|
3/20/18 |
|
Soraa, Inc., Warrants to Purchase Common Stock |
|
8/29/14 |
|
SoundCloud, Ltd., Warrants to Purchase Preferred Stock |
|
4/30/15 |
|
Tradeshift, Inc., Warrants to Purchase Series D Preferred Stock |
|
3/9/17 |
|
Utilidata, Inc., Common Stock |
|
7/6/20 |
|
Utilidata, Inc., Series C Preferred Stock |
|
7/6/20 |
|
Utilidata, Inc., Series CC Preferred Stock |
|
7/6/20 |
|
V Telecom Investment S.C.A. (Vivacom), Common Shares |
|
11/9/12 |
50
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The information contained in this section should be read in conjunction with our unaudited consolidated financial statements and related notes thereto appearing elsewhere in this quarterly report on Form 10-Q. Some of the statements in this report (including in the following discussion) constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which relate to future events or the future performance or financial condition of BlackRock TCP Capital Corp. (the “Company,” “we,” “us” or “our”), formerly known as TCP Capital Corp. The forward-looking statements contained in this report involve a number of risks and uncertainties, including statements concerning:
|
|
• |
our, or our portfolio companies’, future business, operations, operating results or prospects; |
|
|
• |
the return or impact of current and future investments; |
|
|
• |
the impact of a protracted decline in the liquidity of credit markets on our business; |
|
|
• |
the impact of fluctuations in interest rates on our business; |
|
|
• |
the impact of changes in laws or regulations governing our operations or the operations of our portfolio companies; |
|
|
• |
our contractual arrangements and relationships with third parties; |
|
|
• |
the general economy and its impact on the industries in which we invest; |
|
|
• |
the financial condition of and ability of our current and prospective portfolio companies to achieve their objectives; |
|
|
• |
our expected financings and investments; |
|
|
• |
the adequacy of our financing resources and working capital; |
|
|
• |
the ability of our investment advisor to locate suitable investments for us and to monitor and administer our investments; |
|
|
• |
the timing of cash flows, if any, from the operations of our portfolio companies; |
|
|
• |
the timing, form and amount of any dividend distributions; and |
|
|
• |
our ability to maintain our qualification as a regulated investment company and as a business development company. |
We use words such as “anticipate,” “believe,” “expect,” “intend,” “will,” “should,” “could,” “may,” “plan” and similar words to identify forward-looking statements. The forward looking statements contained in this quarterly report involve risks and uncertainties. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth as “Risk Factors” in this report.
We have based the forward-looking statements included in this report on information available to us on the date of this report, and we assume no obligation to update any such forward-looking statements. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we have filed or in the future may file with the SEC, including annual reports on Form 10-K, registration statements on Form N-2, quarterly reports on Form 10-Q and current reports on Form 8-K.
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 Securities Exchange Act of 1934 and, on August 2, 2018, terminated its general partner, Series H of SVOF/MM, LLC, and converted to a Delaware limited liability company. Series H of SVOF/MM, LLC (“SVOF/MM”) serves as the administrator (the “Administrator”) of the Company. The managing member of SVOF/MM is Tennenbaum Capital Partners, LLC (the “Advisor”), which serves as the investment manager to the Company, TCPC Funding, TCPC Funding II and the
51
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”), $140.0 million in convertible senior unsecured notes issued by the Company maturing in 2022 (the “2022 Convertible Notes”), $175.0 million in senior unsecured notes issued by the Company maturing in 2022 (the “2022 Notes”), $250.0 million in senior unsecured notes issued by the Company maturing in 2024 (the “2024 Notes”), $175.0 million in senior unsecured notes issued by the Company maturing in 2026 (the “2026 Notes”) and $150.0 million in committed leverage from the SBA (the “SBA Program” and, together with the Operating Facility, Funding Facility II, the 2022 Convertible Notes, the 2022 Notes and the 2024 Notes, the “Leverage Program”). 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”). Prior to its maturity on December 15, 2019, leverage also included convertible senior unsecured notes due December 2019 issued by the Company (the “2019 Convertible Notes”).
To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements and timely distribute to our stockholders generally at least 90% of our investment company taxable income, as defined by the Internal Revenue Code of 1986, as amended, for each year. Pursuant to this election, we generally will not have to pay corporate level taxes on any income that we distribute to our stockholders provided that we satisfy those requirements.
Investments
Our level of investment activity can and does vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to middle-market companies, the level of merger and acquisition activity, the general economic environment and the competitive environment for the types of investments we make.
As a BDC, we are required to comply with certain regulatory requirements. For instance, we generally have to invest at least 70% of our total assets in “qualifying assets,” including securities and indebtedness of private U.S. companies, public U.S. operating companies whose securities are not listed on a national securities exchange or registered under the Securities Exchange Act of 1934, as amended, public domestic operating companies having a market capitalization of less than $250.0 million, cash, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less. We are also permitted to make certain follow-on investments in companies that were eligible portfolio companies at the time of initial investment but that no longer meet the definition. As of March 31, 2021, 89.0% 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
52
overhead under the administration agreement. The base management fee and incentive compensation remunerates the Advisor for work in identifying, evaluating, negotiating, closing and monitoring our investments. Our administration agreement with the Administrator provides that the Administrator may be reimbursed for costs and expenses incurred by the Administrator for office space rental, office equipment and utilities allocable to us under the administration agreement, as well as any costs and expenses incurred by the Administrator or its affiliates relating to any non-investment advisory, administrative or operating services provided by the Administrator or its affiliates to us. We also bear all other costs and expenses of our operations and transactions (and the Company’s common stockholders indirectly bear all of the costs and expenses of the Company, SVCP, TCPC Funding and the SBIC), which may include those relating to:
|
|
• |
our organization; |
|
|
• |
calculating our net asset value (including the cost and expenses of any independent valuation firms); |
|
|
• |
interest payable on debt, if any, incurred to finance our investments; |
|
|
• |
costs of future offerings of our common stock and other securities, if any; |
|
|
• |
the base management fee and any incentive compensation; |
|
|
• |
dividends and distributions on our preferred shares, if any, and common shares; |
|
|
• |
administration fees payable under the administration agreement; |
|
|
• |
fees payable to third parties relating to, or associated with, making investments; |
|
|
• |
transfer agent and custodial fees; |
|
|
• |
registration fees; |
|
|
• |
listing fees; |
|
|
• |
taxes; |
|
|
• |
director fees and expenses; |
|
|
• |
costs of preparing and filing reports or other documents with the SEC; |
|
|
• |
costs of any reports, proxy statements or other notices to our stockholders, including printing costs; |
|
|
• |
our fidelity bond; |
|
|
• |
directors and officers/errors and omissions liability insurance, and any other insurance premiums; |
|
|
• |
indemnification payments; |
|
|
• |
direct costs and expenses of administration, including audit and legal costs; and |
|
|
• |
all other expenses reasonably incurred by us and the Administrator in connection with administering our business, such as the allocable portion of overhead under the administration agreement, including rent and other allocable portions of the cost of certain of our officers and their respective staffs. |
The investment management agreement provides that the base management fee be calculated at an annual rate of 1.5% of our total assets (excluding cash and cash equivalents) payable quarterly in arrears; provided, however, that, effective as of February 9, 2019, the base management fee is calculated at an annual rate of 1.0% of our total assets (excluding cash and cash equivalents) that exceed an amount equal to 200% of the net asset value of the Company. For purposes of calculating the base management fee, “total assets” is determined without deduction for any borrowings or other liabilities. The base management fee is calculated based on the value of our total assets and net asset value (excluding cash and cash equivalents) at the end of the most recently completed calendar quarter.
Additionally, the investment management agreement provides that the Advisor or its affiliates may be entitled to incentive compensation under certain circumstances. According to the terms of such agreement, no incentive compensation was incurred prior to January 1, 2013. Under the current investment management agreement, dated February 9, 2019, the incentive compensation equals the sum of (1) 20% of all ordinary income since January 1, 2013 through February 8, 2019 and 17.5% thereafter and (2) 20% of all net realized capital gains (net of any net unrealized capital depreciation) since January 1, 2013 through February 8, 2019 and 17.5% thereafter, less ordinary income incentive compensation and capital gains incentive compensation previously paid. However, incentive compensation will only be paid to the extent the cumulative total return of the Company after incentive compensation and including such payment would equal or exceed a 7% annual return on daily weighted-average contributed common equity. The determination of incentive compensation is subject to limitations under the 1940 Act and the Advisers Act.
53
Through December 31, 2017, the incentive compensation was an equity allocation to SVCP’s general partner under the LPA. Effective as of January 1, 2018, the LPA was amended to remove the incentive compensation distribution provisions therein, and the incentive compensation became payable as a fee to the Advisor pursuant to the then-existing investment management agreements. The amendment had no impact on the amount of the incentive compensation paid or services received by the Company.
Critical accounting policies
Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual results to differ. Management considers the following critical accounting policies important to understanding the financial statements. In addition to the discussion below, our critical accounting policies are further described in the notes to our financial statements.
Valuation of portfolio investments
We value our portfolio investments at fair value based upon the principles and methods of valuation set forth in policies adopted by our board of directors. Fair value is defined as the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date. Market participants are buyers and sellers in the principal (or most advantageous) market for the asset that (i) are independent of us, (ii) are knowledgeable, having a reasonable understanding about the asset based on all available information (including information that might be obtained through due diligence efforts that are usual and customary), (iii) are able to transact for the asset, and (iv) are willing to transact for the asset or liability (that is, they are motivated but not forced or otherwise compelled to do so).
Investments for which market quotations are readily available are valued at such market quotations unless the quotations are deemed not to represent fair value. We generally obtain market quotations from recognized exchanges, market quotation systems, independent pricing services or one or more broker-dealers or market makers. However, short term debt investments with original maturities of generally three months or less are valued at amortized cost, which approximates fair value. Debt and equity securities for which market quotations are not readily available, which is the case for many of our investments, or for which market quotations are deemed not to represent fair value, are valued at fair value using a consistently applied valuation process in accordance with our documented valuation policy that has been reviewed and approved by our board of directors, who also approve in good faith the valuation of such securities as of the end of each quarter. Due to the inherent uncertainty and subjectivity of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may differ significantly from the values that would have been used had a readily available market value existed for such investments and may differ materially from the values that we may ultimately realize. In addition, changes in the market environment and other events may have differing impacts on the market quotations used to value some of our investments than on the fair values of our investments for which market quotations are not readily available. Market quotations may be deemed not to represent fair value in certain circumstances where we believe that facts and circumstances applicable to an issuer, a seller or purchaser, or the market for a particular security cause current market quotations to not reflect the fair value of the security. Examples of these events could include cases where a security trades infrequently causing a quoted purchase or sale price to become stale, where there is a “forced” sale by a distressed seller, where market quotations vary substantially among market makers, or where there is a wide bid-ask spread or significant increase in the bid-ask spread.
The valuation process approved by our board of directors with respect to investments for which market quotations are not readily available or for which market quotations are deemed not to represent fair value is as follows:
|
|
• |
The investment professionals of the Advisor provide recent portfolio company financial statements and other reporting materials to independent valuation firms approved by our board of directors. |
|
|
• |
Such firms evaluate this information along with relevant observable market data to conduct independent appraisals each quarter, and their preliminary valuation conclusions are documented and discussed with senior management of the Advisor. |
|
|
• |
The fair value of smaller investments comprising in the aggregate less than 5% of our total capitalization may be determined by the Advisor in good faith in accordance with our valuation policy without the employment of an independent valuation firm. |
|
|
• |
The audit committee of the board of directors discusses the valuations, and the board of directors approves the fair value of the investments in our portfolio in good faith based on the input of the Advisor, the respective independent valuation firms (to the extent applicable) and the audit committee of the board of directors. |
54
Those investments for which market quotations are not readily available or for which market quotations are deemed not to represent fair value are valued utilizing one or more methodologies, including the market approach, the income approach, or in the case of recent investments, the cost approach, as appropriate. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. In following these approaches, the types of factors that we may take into account in determining the fair value of our investments include, as relevant and among other factors: available current market data, including relevant and applicable market trading and transaction comparables, applicable market yields and multiples, security covenants, call protection provisions, information rights, the nature and realizable value of any collateral, the portfolio company’s ability to make payments, its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are public, merger and acquisition comparables, our principal market (as the reporting entity) and enterprise values.
When valuing all of our investments, we strive to maximize the use of observable inputs and minimize the use of unobservable inputs. Inputs refer broadly to the assumptions that market participants would use in pricing an asset, including assumptions about risk. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on market data obtained from sources independent of us. Unobservable inputs are inputs that reflect our assumptions about the assumptions market participants would use in pricing an asset or liability developed based on the best information available in the circumstances.
Our investments may be categorized based on the types of inputs used in their valuation. The level in the GAAP valuation hierarchy in which an investment falls is based on the lowest level input that is significant to the valuation of the investment in its entirety. Investments are classified by GAAP into the three broad levels as follows:
Level 1 — Investments valued using unadjusted quoted prices in active markets for identical assets.
Level 2 — Investments valued using other unadjusted observable market inputs, e.g. quoted prices in markets that are not active or quotes for comparable instruments.
Level 3 — Investments that are valued using quotes and other observable market data to the extent available, but which also take into consideration one or more unobservable inputs that are significant to the valuation taken as a whole.
As of March 31, 2021, 0.2% of our investments were categorized as Level 1, 4.5% were categorized as Level 2, 95.3% were Level 3 investments valued based on valuations by independent third-party sources, and 0.1% were Level 3 investments valued based on valuations by the Advisor.
As of December 31, 2020, 0.2% of our investments were categorized as Level 1, 4.1% were categorized as Level 2, 95.6% were Level 3 investments valued based on valuations by independent third-party sources, and 0.1% were Level 3 investments valued based on valuations by the Advisor.
Determination of fair value involves subjective judgments and estimates. Accordingly, the notes to our consolidated financial statements express the uncertainty with respect to the possible effect of such valuations, and any change in such valuations, on the financial statements.
Revenue recognition
Interest and dividend income, including income paid in kind, is recorded on an accrual basis, when such amounts are considered collectible. Origination, structuring, closing, commitment and other upfront fees, including original issue discounts, earned with respect to capital commitments are generally amortized or accreted into interest income over the life of the respective debt investment, as are end-of-term or exit fees receivable upon repayment of a debt investment. Other fees, including certain amendment fees, prepayment fees and commitment fees on broken deals, are recognized as earned. Prepayment fees and similar income due upon the early repayment of a loan or debt security are recognized when earned and are included in interest income.
Certain of our debt investments are purchased at a discount to par as a result of the underlying credit risks and financial results of the issuer, as well as general market factors that influence the financial markets as a whole. Discounts on the acquisition of corporate bonds are generally amortized using the effective-interest or constant-yield method assuming there are no questions as to collectability. When principal payments on a loan are received in an amount in excess of the loan’s amortized cost, the excess principal payments are recorded as interest income.
55
Net realized gains or losses and net change in unrealized appreciation or depreciation
We measure realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized. Realized gains and losses are computed using the specific identification method. Net change in unrealized appreciation or depreciation reflects the change in portfolio investment values during the reporting period, including the reversal of previously recorded unrealized appreciation or depreciation when gains or losses are realized.
Portfolio and investment activity
During the three months ended March 31, 2021, we invested approximately $182.6 million, comprised of new investments in 9 new and 6 existing portfolio companies, as well as draws made on existing commitments and PIK received on prior investments. Of these investments, $173.7 million, or 95.1% of total acquisitions, were in senior secured loans and $6.5 million (3.5% of total acquisitions) in unsecured notes. The remaining $2.4 million (1.3% of total acquisitions) was comprised of equity investments, including $1.3 million in equity interest in Edmentum. Additionally, we received approximately $95.7 million in proceeds from sales or repayments of investments during the three months ended March 31, 2021.
During the three months ended March 31, 2020, we invested approximately $143.0 million, comprised of new investments in six new and seven existing portfolio companies, as well as draws made on existing commitments and PIK received on prior investments. Of these investments, $134.2 million, or 93.8% of total acquisitions, were in senior secured loans. The remaining $8.8 million (6.2% of total acquisitions) was comprised primarily of $4.2 million (2.9% of total acquisitions) in unsecured notes and $4.6 million (3.2% of total acquisitions) in equity investments comprised primarily of $4.0 million in equity interests in portfolios of debt and lease assets and $0.6 million in equity positions received in connection with debt investments. Additionally, we received approximately $76.9 million in proceeds from sales or repayments of investments during the three months ended March 31, 2020.
At March 31, 2021, our investment portfolio of $1,735.4 million (at fair value) consisted of 98 portfolio companies and was invested 89.6% in debt investments, primarily in senior secured debt. In aggregate, our investment portfolio was invested 83.7% in senior secured loans, 5.5% in senior secured notes, 0.4% in junior notes and 10.4% in equity investments. Our average portfolio company investment at fair value was approximately $17.7 million. Our largest portfolio company investment by value was approximately 4.2% of our portfolio and our five largest portfolio company investments by value comprised approximately 17.1% of our portfolio at March 31, 2021.
At December 31, 2020, our investment portfolio of $1,629.6 million (at fair value) consisted of 96 portfolio companies and was invested 88.7% in debt investments, primarily in senior secured debt. In aggregate, our investment portfolio was invested 82.8% in senior secured loans, 5.9% in senior secured notes and 11.3% in equity investments. Our average portfolio company investment at fair value was approximately $17.0 million. Our largest portfolio company investment by value was approximately 4.5% of our portfolio and our five largest portfolio company investments by value comprised approximately 18.0% of our portfolio at December 31, 2020.
56
The industry composition of our portfolio at fair value at March 31, 2021 was as follows:
|
Industry |
|
Percent of Total Investments |
|
|
|
Diversified Financial Services |
|
|
14.6 |
% |
|
Internet Software and Services |
|
|
12.2 |
% |
|
Professional Services |
|
|
7.1 |
% |
|
Software |
|
|
6.9 |
% |
|
Textiles, Apparel and Luxury Goods |
|
|
6.1 |
% |
|
Diversified Consumer Services |
|
|
5.6 |
% |
|
Media |
|
|
4.3 |
% |
|
Automobiles |
|
|
3.7 |
% |
|
Capital Markets |
|
|
2.9 |
% |
|
Airlines |
|
|
2.3 |
% |
|
Personal Products |
|
|
2.2 |
% |
|
IT Services |
|
|
2.1 |
% |
|
Insurance |
|
|
1.9 |
% |
|
Consumer Finance |
|
|
1.9 |
% |
|
Building Products |
|
|
1.9 |
% |
|
Hotels, Restaurants and Leisure |
|
|
1.9 |
% |
|
Internet and Catalog Retail |
|
|
1.8 |
% |
|
Diversified Telecommunication Services |
|
|
1.7 |
% |
|
Health Care Technology |
|
|
1.7 |
% |
|
Commercial Services and Supplies |
|
|
1.7 |
% |
|
Thrifts and Mortgage Finance |
|
|
1.6 |
% |
|
Aerospace and Defense |
|
|
1.6 |
% |
|
Healthcare Providers and Services |
|
|
1.6 |
% |
|
Electrical Equipment |
|
|
1.6 |
% |
|
Specialty Retail |
|
|
1.5 |
% |
|
Tobacco Related |
|
|
1.5 |
% |
|
Energy Equipment and Services |
|
|
1.4 |
% |
|
Construction and Engineering |
|
|
1.4 |
% |
|
Road and Rail |
|
|
1.0 |
% |
|
Other |
|
|
2.3 |
% |
|
Total |
|
|
100.0 |
% |
The weighted average effective yield of our debt portfolio was 9.5% at March 31, 2021 and 9.6% at December 31, 2020. The weighted average effective yield of our total portfolio was 9.2% at March 31, 2021 and 9.2% at December 31, 2020. At March 31, 2021, 94.1% of debt investments in our portfolio bore interest based on floating rates, such as LIBOR, EURIBOR, the Federal Funds Rate or the Prime Rate, and 5.9% bore interest at fixed rates. The percentage of floating rate debt investments in our portfolio that were subject to an interest rate floor was 83.7% at March 31, 2021. Debt investments in two portfolio companies were on non-accrual status as of March 31, 2021, representing 0.4% of the portfolio at fair value and 0.8% at cost. At December 31, 2020, 95.4% of debt investments in our portfolio bore interest based on floating rates, such as LIBOR, EURIBOR, the Federal Funds Rate or the Prime Rate, and 4.6% bore interest at fixed rates. The percentage of floating rate debt investments in our portfolio that were subject to an interest rate floor was 79.7% at December 31, 2020. Debt investments in three portfolio companies were on non-accrual status as of December 31, 2020, representing 0.5% of the portfolio at fair value and 1.2% at cost.
Results of operations
Investment income
Investment income totaled $41.2 million and $41.3 million, respectively, for the three months ended March 31, 2021 and 2020, of which $36.8 million and $40.6 million were attributable to interest and fees on our debt investments, $3.4 million and $0.4 million to dividend income, $0.0 million and $0.1 million to lease income and $0.9 million and $0.2 million to other income, respectively. Included in interest and fees on our debt investments were $0.9 million and $0.6 million of non-recurring income related to prepayments for the three months ended March 31, 2021 and 2020, respectively. Included in other income were $0.5 million and $0.0 million in amendment fees during the three months ended March 31, 2021 and 2020, respectively. The decrease in investment income
57
in the three months ended March 31, 2021 compared to the three months ended March 31, 2020 primarily reflects a decrease in interest income due to the decline in LIBOR rates offset by the higher dividend income and other income received during the three months ended March 31, 2021.
Expenses
Total operating expenses for the three months ended March 31, 2021 and 2020 were $22.7 million and $19.2 million, respectively, comprised of $10.1 million and $11.0 million in interest expense and related fees, $5.9 million and $6.1 million in base management and advisory fees, $4.7 million and $0.0 million in incentive fee expense, $0.5 million and $0.5 million in administrative expenses, $0.3 million and $0.5 million in legal and professional fees, and $1.2 million and $1.1 million in other expenses, respectively. The increase in expenses in the three months ended March 31, 2021 compared to the three months ended March 31, 2020 primarily reflects the deferral of incentive fees related to the first quarter of 2020, partially offset by lower interest expense due to a reduction in average interest rates.
Net investment income
Net investment income was $18.4 million and $22.1 million, respectively, for the three months ended March 31, 2021 and 2020. The decrease in net investment income in the three months ended March 31, 2021 compared to the three months ended March 31, 2020 primarily reflects the lower expenses in the three months ended March 31, 2020 as a result of the incentive fee deferral.
Net realized and unrealized gain or loss
Net realized gain for the three months ended March 31, 2021 and 2020 was $3.1 million and $5.0 million, respectively. Net realized gain for the three months ended March 31, 2021 was comprised primarily of an $8.8 million gain from the disposition of our One Sky equity position, partially offset by a $7.1 million loss from the disposition of our debt investment in GlassPoint. Net realized gain for the three months ended March 31, 2020 was comprised primarily of a $4.9 million gain on the disposition of our investment in STG-Fairway (First Advantage), exclusive of prepayment income earned. For the three months ended March 31, 2021 and 2020, the change in net unrealized appreciation/depreciation was $13.9 million and $(96.5) million, respectively. The change in net unrealized appreciation/depreciation for the three months ended March 31, 2021 was primarily driven by overall spread tightening and continued recovery related to the market impact of COVID-19, as well as a $6.1 million unrealized gain on our investment in Edmentum and a $5.7 million reversal of previously recognized unrealized losses on GlassPoint, partially offset by a $10.8 million reversal of previously recognized unrealized gains on One Sky. The change in net unrealized appreciation/depreciation for the three months ended March 31, 2020 was primarily driven by spread widening and volatility across our portfolio related to the market impact of COVID-19.
Incentive compensation
Incentive fees for the three months ended March 31, 2021 and 2020 were $4.7 million and $0.0 million, respectively. For the three months ended March 31, 2021 incentive fees were payable due to our performance exceeding the cumulative total return threshold. Because our incentive compensation is computed on a cumulative basis, the incentive compensation for any period may include amounts not earned in prior periods (due to our cumulative total return falling below the total return hurdle in such period), but subsequently earned when our cumulative total return again exceeds the total return hurdle (such amount, a “Catchup Amount”). Due to portfolio volatility related to the market impact of COVID-19, $3.9 million of incentive fees related to net investment income for the first quarter of 2020 were deferred (the “First Quarter 2020 Catchup Amount”) and subsequently earned when our performance again exceeded the cumulative total return hurdle during the second quarter of 2020. However, rather than receiving all incentive compensation earned as of June 30, 2020, the Advisor voluntarily deferred 5/6 of the First Quarter Catchup Amount to subsequent quarters such that 1/6 of the First Quarter Catchup Amount will be paid in each subsequent quarter to the extent that the Company’s cumulative performance exceeds the cumulative total return hurdle in such quarter. Accordingly, incentive fees for the three months ended March 31, 2021 included $0.6 million (1/6) of the First Quarter 2020 Catchup Amount.
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.
58
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. No excise tax was incurred in the three months ended March 31, 2021 and 2020.
Net increase in net assets resulting from operations
The net increase in net assets applicable to common shareholders resulting from operations was $35.5 million and $(69.5) million for the three months ended March 31, 2021 and 2020, respectively. The net increase in net assets resulting from operations during the three months ended March 31, 2021 was primarily due to the net realized and unrealized gains during the three months ended March 31, 2021 compared to the net realized and unrealized losses in the same period in 2020, partially offset by the lower net investment income during the three months ended March 31, 2021.
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. The following table summarizes the total shares issued and proceeds received in connection with the Company’s dividend reinvestment plan for the three months ended March 31, 2020:
|
|
|
|
|
2020 |
|
|
|
Shares Issued |
|
|
|
|
486 |
|
|
Average Price Per Share |
|
|
|
$ |
6.25 |
|
|
Proceeds |
|
|
|
$ |
3,039 |
|
On February 24, 2015, the Company’s board of directors approved a stock repurchase plan (the “Company Repurchase Plan”) to acquire up to $50.0 million in the aggregate of the Company’s common stock at prices at certain thresholds below the Company’s net asset value per share, in accordance with the guidelines specified in Rule 10b-18 and Rule 10b5-1 of the Securities Exchange Act of 1934. The Company Repurchase Plan is designed to allow the Company to repurchase its common stock at times when it otherwise might be prevented from doing so under insider trading laws. The Company Repurchase Plan requires an agent selected by the Company to repurchase shares of common stock on the Company’s behalf if and when the market price per share is at certain thresholds below the most recently reported net asset value per share. Under the plan, the agent will increase the volume of purchases made if the price of the Company’s common stock declines, subject to volume restrictions. The timing and amount of any stock repurchased depends on the terms and conditions of the Company Repurchase Plan, the market price of the common stock and trading volumes, and no assurance can be given that any particular amount of common stock will be repurchased. The Company Repurchase Plan was re-approved on April 29, 2021, to be in effect through the earlier of two trading days after our second quarter 2021 earnings release, unless further extended or terminated by our board of directors, or such time as the approved $50.0 million repurchase amount has been fully utilized, subject to certain conditions. The following table summarizes the total shares repurchased and amounts paid by the Company under the Company Repurchase Plan, including broker fees, for the three months ended March 31, 2021 and 2020:
|
|
|
Three months ended March 31, |
|
|||
|
|
|
2021 |
|
2020 |
|
|
|
Shares Repurchased |
|
N/A |
|
|
1,000,000 |
|
|
Price Per Share * |
|
N/A |
|
$ |
6.10 |
|
|
Total Cost |
|
N/A |
|
$ |
6,100,190 |
|
|
* |
Weighted-average price per share |
59
Total leverage outstanding and available under the combined Leverage Program at March 31, 2021 were as follows:
|
|
|
Maturity |
|
Rate |
|
|
Carrying Value * |
|
|
Available |
|
|
Total Capacity |
|
|
|||
|
Operating Facility |
|
2024 |
|
L+2.00% |
† |
|
$ |
104,095,520 |
|
|
$ |
195,904,480 |
|
|
$ |
300,000,000 |
|
‡ |
|
Funding Facility II |
|
2025 |
|
L+2.00% |
§ |
|
|
— |
|
|
|
200,000,000 |
|
|
|
200,000,000 |
|
** |
|
SBA Debentures |
|
2024−2031 |
|
2.63% |
†† |
|
|
150,000,000 |
|
|
|
— |
|
|
|
150,000,000 |
|
|
|
2022 Convertible Notes ($140 million par) |
|
2022 |
|
4.625% |
|
|
|
139,383,415 |
|
|
|
— |
|
|
|
139,383,415 |
|
|
|
2022 Notes ($175 million par) |
|
2022 |
|
4.125% |
|
|
|
174,811,471 |
|
|
|
— |
|
|
|
174,811,471 |
|
|
|
2024 Notes ($250 million par) |
|
2024 |
|
3.900% |
|
|
|
248,007,542 |
|
|
|
— |
|
|
|
248,007,542 |
|
|
|
2026 Notes ($175 million par) |
|
2026 |
|
2.850% |
|
|
|
174,308,729 |
|
|
|
— |
|
|
|
174,308,729 |
|
|
|
Total leverage |
|
|
|
|
|
|
|
990,606,677 |
|
|
$ |
395,904,480 |
|
|
$ |
1,386,511,157 |
|
|
|
Unamortized issuance costs |
|
|
|
|
|
|
|
(7,624,815 |
) |
|
|
|
|
|
|
|
|
|
|
Debt, net of unamortized issuance costs |
|
|
|
|
|
|
$ |
982,981,862 |
|
|
|
|
|
|
|
|
|
|
|
* |
Except for the convertible notes, the 2022 Notes, the 2024 Notes and the 2026 Notes, all carrying values are the same as the principal amounts outstanding. |
|
† |
As of March 31, 2021, $8.7 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%. |
|
‡ |
Facility has a $100 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. |
|
§ |
Subject to certain funding requirements |
|
** |
Facility has a $50 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. |
|
†† |
Weighted-average interest rate on pooled loans, excluding fees of 0.35% or 0.36%. As of March 31, 2021, $12.0 million of the outstanding amount was not yet pooled, and bore interest at a temporary rate of 0.50% plus fees of 0.35% through September 21, 2021, the date of the next SBA pooling. |
Under Section 61(a) of the 1940 Act, prior to March 23, 2018, a BDC was generally not permitted to issue senior securities unless after giving effect thereto the BDC met a coverage ratio of total assets, less liabilities and indebtedness not represented by senior securities, to total senior securities, which includes all borrowings of the BDC, of at least 200%. On March 23, 2018, the Small Business Credit Availability Act (“SBCAA”) was signed into law, which among other things, amended Section 61(a) of the 1940 Act to add a new Section 61(a)(2) that reduces the asset coverage requirement applicable to BDCs from 200% to 150% so long as the BDC meets certain disclosure requirements and obtains certain approvals. The reduced asset coverage requirement would permit a BDC to have a ratio of total consolidated assets to outstanding indebtedness of 2:1 as compared to a maximum of 1:1 under the 200% asset coverage requirement.
Effective November 7, 2018, the Company’s board of directors, including a “required majority” (as such term is defined in Section 57(o) of the 1940 Act) of our board of directors, approved the application of the modified asset coverage requirements set forth in Section 61(a)(2) of the 1940 Act, as amended by the SBCAA (the “Asset Coverage Ratio Election”), which would have resulted (had the Company not received earlier stockholder approval) in our asset coverage requirement applicable to senior securities being reduced from 200% to 150%, effective on November 7, 2019. On February 8, 2019, the stockholders of the Company approved the Asset Coverage Ratio Election, and, as a result, effective on February 9, 2019, our asset coverage requirement applicable to senior securities was reduced from 200% to 150%. As of March 31, 2021, the Company’s asset coverage ratio was 193%.
On July 13, 2015, we obtained exemptive relief from the SEC to permit us to exclude debt outstanding under the SBA 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 $150.0 million more than it would otherwise be able to absent the receipt of this exemptive relief.
Net cash used in operating activities during the three months ended March 31, 2021 was $120.4 million, consisting primarily of the settlement of acquisitions of investments (net of dispositions) of $85.5 million, offset by net investment income (net of non-cash income and expenses) of approximately $34.9 million.
Net cash provided by financing activities was $114.7 million during the three months ended March 31, 2021, consisting primarily of $174.3 million in net proceeds from the issuance of unsecured debt, partially offset by $40.4 million in net repayments of credit facility draws, $17.3 million in dividends paid to common shareholders and $1.9 million in payments of debt issuance costs.
60
At March 31, 2021, we had $14.3 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 March 31, 2021, we were in compliance with all financial and operational covenants required by the Leverage Program.
Unfavorable economic conditions, such as those caused by COVID-19, while potentially creating attractive opportunities for us, may decrease liquidity and raise the cost of capital generally, which could limit our ability to renew, extend or replace the Leverage Program on terms as favorable as are currently included therein. If we are unable to renew, extend or replace the Leverage Program upon the various dates of maturity, we expect to have sufficient funds to repay the outstanding balances in full from our net investment income and sales of, and repayments of principal from, our portfolio company investments, as well as from anticipated debt and equity capital raises, among other sources. Unfavorable economic conditions may limit our ability to raise capital or the ability of the companies in which we invest to repay our loans or engage in a liquidity event, such as a sale, recapitalization or initial public offering. The 2022 Convertible Notes, the 2022 Notes, the Operating Facility, Funding Facility II, the 2024 Notes and the 2026 Notes, mature in March 2022, August 2022, May 2024, August 2025, 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.
61
The following tables summarize dividends declared for the three months ended March 31, 2021 and 2020:
|
Date Declared |
|
Record Date |
|
Payment Date |
|
Type |
|
Amount Per Share |
|
|
Total Amount |
|
||
|
February 25, 2021 |
|
March 17, 2021 |
|
March 31, 2021 |
|
Regular |
|
$ |
0.30 |
|
|
$ |
17,330,179 |
|
|
Date Declared |
|
Record Date |
|
Payment Date |
|
Type |
|
Amount Per Share |
|
|
Total Amount |
|
||
|
February 26, 2020 |
|
March 17, 2020 |
|
March 31, 2020 |
|
Regular |
|
$ |
0.36 |
|
|
$ |
21,155,913 |
|
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, 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. |
62
|
|
• |
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
From April 1, 2021 through May 4, 2021, the Company has invested approximately $100.6 million primarily in 7 senior secured loans with a combined effective yield of approximately 8.9%.
On April 29, 2021, the Company’s board of directors re-approved the Company Repurchase Plan, to be in effect through the earlier of two trading days after the Company’s second quarter 2021 earnings release or such time as the approved $50.0 million repurchase amount has been fully utilized, subject to certain conditions.
On May 5, 2021, the Company’s board of directors declared a second quarter dividend of $0.30 per share payable on June 30, 2021 to stockholders of record as of the close of business on June 16, 2021.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are subject to financial market risks, including changes in interest rates. At March 31, 2021, 94.1% of debt investments in our portfolio bore interest based on floating rates, such as LIBOR, EURIBOR, the Federal Funds Rate or the Prime Rate. The interest rates on such investments generally reset by reference to the current market index after one to six months. At March 31, 2021, the percentage of floating rate debt investments in our portfolio that were subject to an interest rate floor was 83.7%. Floating rate investments subject to a floor generally reset by reference to the current market index after one to six months only if the index exceeds the floor.
Interest rate sensitivity refers to the change in earnings that may result from changes in the level of interest rates. Because we fund a portion of our investments with borrowings, our net investment income is affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. We assess our portfolio companies periodically to determine whether such companies will be able to continue making interest payments in the event that interest rates increase. There can be no assurances that the portfolio companies will be able to meet their contractual obligations at any or all levels of increases in interest rates.
Based on our March 31, 2021 balance sheet, the following table shows the annual impact on net investment income (excluding the related incentive compensation impact) of base rate changes in interest rates (considering interest rate floors for variable rate
63
instruments and the fact that our assets and liabilities may not have the same base rate period as assumed in this table) assuming no changes in our investment and borrowing structure:
|
Basis Point Change |
|
Interest income |
|
|
Interest Expense |
|
|
Net Investment Income |
|
|||
|
Up 300 basis points |
|
$ |
31,548,531 |
|
|
$ |
(3,122,866 |
) |
|
$ |
28,425,665 |
|
|
Up 200 basis points |
|
|
16,476,163 |
|
|
|
(2,081,910 |
) |
|
|
14,394,253 |
|
|
Up 100 basis points |
|
|
3,423,477 |
|
|
|
(1,040,955 |
) |
|
|
2,382,522 |
|
|
Down 100 basis points |
|
|
(262,424 |
) |
|
|
197,386 |
|
|
|
(65,038 |
) |
|
Down 200 basis points |
|
|
(262,424 |
) |
|
|
197,386 |
|
|
|
(65,038 |
) |
|
Down 300 basis points |
|
|
(262,424 |
) |
|
|
197,386 |
|
|
|
(65,038 |
) |
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 Exchange Act). Based on our evaluation, our management, including the chief executive officer and chief financial officer, concluded that our disclosure controls and procedures were effective in timely alerting management, including the chief executive officer and chief financial officer, of material information about us required to be included in our periodic SEC filings. However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, are based upon certain assumptions about the likelihood of future events and can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. There has not been any change in our internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
65
Although we may, from time to time, be involved in litigation arising out of our operations in the normal course of business or otherwise, as of March 31, 2021, we are currently not a party to any pending material legal proceedings.
There have been no material changes from the risk factors previously disclosed in our most recent annual report on Form 10-K, as filed with the Securities and Exchange Commission on February 25, 2021.
None
None.
None.
None
66
*Filed herewith.
|
(1) |
Incorporated by reference to Exhibit (a)(2) to the Registrant’s Registration Statement under the Securities Act of 1933 (File No. 333-172669), on Form N-2, filed on May 13, 2011 |
|
(2) |
Incorporated by reference to Exhibit 99.2 to the Registrant’s Form 8-K, filed on August 2, 2018 |
|
(3) |
Incorporated by reference to Exhibit 99.3 to the Registrant’s Form 8-K, filed on August 2, 2018 |
|
(4) |
Incorporated by reference to Exhibit 4.1 to the Registrant's Form 8-K, filed on August 23, 2019 |
|
(5) |
Incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed on June 17, 2014. |
|
(6) |
Incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed on September 6, 2016. |
|
(7) |
Incorporated by reference to Exhibit (d)(1) to Post-Effective Amendment No. 1 to the Registrant’s Registration Statement under the Securities Act of 1933 (File No. 333-216716), on Form N-2, filed on August 11, 2017. |
|
(8) |
Incorporated by reference to Exhibit (d)(4) to Post-Effective Amendment No. 1 to the Registrant's Registration Statement under the Securities Act of 1933 (File No. 333-216716), on Form N-2, filed on August 11, 2017. |
|
(9) |
Incorporated by reference to Exhibit 4.1 to the Registrant's Form 8-K filed on February 9, 2021. |
67
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized.
BlackRock TCP Capital Corp.
|
Date: May 5, 2021 |
|
|
|
|
By: |
/s/ Howard M. Levkowitz |
|
|
Name: |
Howard M. Levkowitz |
|
|
Title: |
Chief Executive Officer |
|
Date: May 5, 2021 |
|
|
|
|
By: |
/s/ Paul L. Davis |
|
|
Name: |
Paul L. Davis |
|
|
Title: |
Chief Financial Officer |
68