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TCPC BlackRock TCP Capital

Filed: 4 Feb 21, 4:49pm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 4, 2021 (February 2, 2021)

BLACKROCK TCP CAPITAL CORP.
(Exact name of registrant as specified in its charter)

Delaware 814-00899 56-2594706
(State or other jurisdiction
of incorporation)
 (Commission File Number) 
(IRS Employer
Identification Number)

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

Registrant’s telephone number, including area code (310) 566-1000

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, $0.001 par value per shareTCPCThe NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐



Item 1.01.         Entry into a Material Definitive Agreement.

On February 2, 2021, BlackRock TCP Capital Corp. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) by and among the Company, Tennenbaum Capital Partners, LLC, Series H of SVOF/MM, LLC and BofA Securities, Inc., as representative of the underwriters named in Schedule A thereto, in connection with the issuance and sale of $175,000,000 aggregate principal amount of the Company’s 2.850% Notes due 2026 (the “Notes”) (the “Offering”). The Notes will be direct unsecured obligations of the Company and rank equally in right of payment with all outstanding and future unsecured senior indebtedness issued by the Company. The Notes will be structurally subordinated to the debt of any of the Company’s subsidiaries and effectively subordinated to all of the Company’s outstanding and future secured indebtedness.

The Offering was made pursuant to the Company’s effective shelf registration statement on Form N-2 (Registration No. 333-233317) previously filed with the Securities and Exchange Commission, as supplemented by a preliminary prospectus supplement dated February 2, 2021 and a final prospectus supplement dated February 2, 2021.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement filed with this report as Exhibit 1.1 and which is incorporated herein by reference.

Item 9.01.         Financial Statements and Exhibits

(d)           Exhibits


1.1
Underwriting Agreement, dated February 2, 2021, by and among BlackRock TCP Capital Corp., Tennenbaum Capital Partners, LLC, Series H of SVOF/MM, LLC and BofA Securities, Inc., as representative of the underwriters named in Schedule A thereto

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 BlackRock TCP Capital Corp.
  
Date: February 4, 2021
By:
/s/ Elizabeth Greenwood
 
Name:
 Elizabeth Greenwood
 
Title:
 Secretary