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TCPC BlackRock TCP Capital

Filed: 11 May 20, 4:04pm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________________

FORM 10-Q

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
 For the Quarter Ended March 31, 2020
  
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Commission File Number: 814-00899
______________________
 
BLACKROCK TCP CAPITAL CORP.
(Exact Name of Registrant as Specified in Charter)
______________________
 
Delaware56-2594706
(State or Other Jurisdiction of Incorporation)(IRS Employer Identification No.)
  
2951 28th Street, Suite 1000
 
Santa Monica, California90405
(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 shareTCPCNASDAQ Global Select Market
(Title of each class)(Trading Symbol(s) )(Name of each exchange where registered)


Securities registered pursuant to Section 12(g) of the Act: None
______________________
  
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act: Yes x No ¨

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days: Yes x No ¨

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer x
Accelerated filer ¨
Non-accelerated filer ¨
Smaller Reporting company ¨
Emerging growth company ¨
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with a new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes ¨ No x
    
The number of shares of the Registrant’s common stock, $0.001 par value, outstanding as of May 11, 2020 was 57,766,912.


    




BLACKROCK TCP CAPITAL CORP.

FORM 10-Q

FOR THE THREE MONTHS ENDED MARCH 31, 2020

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





1






BlackRock TCP Capital Corp.

Consolidated Statements of Assets and Liabilities 
 March 31, 2020 December 31, 2019
 (unaudited)  
Assets   
Investments, at fair value:   
Companies less than 5% owned (cost of $1,550,870,770 and $1,483,508,500, respectively)$1,468,734,301
 $1,474,318,011
Companies 5% to 25% owned (cost of $76,568,077 and $70,112,667, respectively)63,901,597
 75,880,291
Companies more than 25% owned (cost of $134,870,172 and $135,655,840, respectively)93,282,976
 99,308,593
Total investments (cost of $1,762,309,019 and $1,689,277,007, respectively)1,625,918,874
 1,649,506,895
    
Cash and cash equivalents8,574,859
 44,848,539
Accrued interest income:   
Companies less than 5% owned17,329,567
 16,937,339
Companies 5% to 25% owned729,805
 665,165
Companies more than 25% owned349,945
 305,721
Deferred debt issuance costs5,073,471
 5,476,382
Receivable for investments sold510,570
 1,316,667
Prepaid expenses and other assets4,917,342
 3,012,488
Total assets1,663,404,433
 1,722,069,196
    
Liabilities   
Debt, net of unamortized issuance costs of $7,217,414 and $7,711,684, respectively965,458,014
 907,802,387
Management and advisory fees payable5,930,289
 5,429,075
Payable for investments purchased4,825,000
 13,057,446
Interest payable4,424,813
 10,837,121
Payable to the Advisor1,344,290
 1,591,651
Incentive compensation payable
 4,753,671
Accrued expenses and other liabilities1,838,116
 2,279,459
Total liabilities983,820,522
 945,750,810
    
Commitments and contingencies (Note 5)   
    
Net assets$679,583,911
 $776,318,386
    
Composition of net assets   
Common stock, $0.001 par value; 200,000,000 shares authorized, 57,766,912 and 58,766,426 shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively$57,767
 $58,766
Paid-in capital in excess of par991,283,210
 997,379,362
Distributable earnings (loss)(311,757,066) (221,119,742)
Net assets$679,583,911
 $776,318,386
    
Net assets per share$11.76
 $13.21

See accompanying notes to the consolidated financial statements.

2





BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Unaudited)

March 31, 2020

Issuer Instrument Ref Floor Spread Total Coupon Maturity Principal Cost Fair
Value
 % of Total
Cash and
Investments
 Notes
Debt Investments (A)      
Aerospace and Defense      
Unanet, Inc. First Lien Delayed Draw Term Loan LIBOR(M) 
 6.25% 7.25% 5/31/2024 $5,127,551
 $5,062,492
 $4,691,321
 0.28 % N
Unanet, Inc. First Lien Term Loan LIBOR(M) 
 6.25% 7.25% 5/31/2024 $19,897,959
 19,719,334
 18,763,776
 1.15 % N
Unanet, Inc. Sr Secured Revolver LIBOR(M) 
 6.25% 7.25% 5/31/2024 $2,448,980
 2,428,534
 2,309,388
 0.14 % K/N

               27,210,360
 25,764,485
 1.57 %  
Airlines 
 
 
Mesa Air Group, Inc. Junior Loan Agreement (N902FJ) LIBOR(Q) 
 7.50% 9.26% 2/1/2022 $741,844
 738,535
 737,393
 0.05 % N
Mesa Air Group, Inc. Junior Loan Agreement (N903FJ) LIBOR(Q) 
 7.50% 9.26% 2/1/2022 $866,823
 862,956
 861,622
 0.05 % N
Mesa Air Group, Inc. Junior Loan Agreement (N904FJ) LIBOR(Q) 
 7.50% 9.26% 2/1/2022 $976,276
 971,922
 970,419
 0.06 % N
Mesa Air Group, Inc. Junior Loan Agreement (N905FJ) LIBOR(Q) 
 7.50% 9.26% 2/1/2022 $712,097
 708,921
 707,825
 0.04 % N
Mesa Air Group, Inc. Junior Loan Agreement (N906FJ) LIBOR(Q) 
 7.50% 9.26% 5/1/2022 $763,101
 759,247
 758,523
 0.05 % N
Mesa Air Group, Inc. Junior Loan Agreement (N907FJ) LIBOR(Q) 
 7.50% 9.26% 5/1/2022 $795,798
 791,779
 791,023
 0.05 % N
Mesa Air Group, Inc. Junior Loan Agreement (N908FJ) LIBOR(Q) 
 7.50% 9.26% 5/1/2022 $1,172,238
 1,166,318
 1,165,205
 0.07 % N
Mesa Air Group, Inc. Junior Loan Agreement (N909FJ) LIBOR(Q) 
 7.50% 9.26% 8/1/2022 $554,752
 551,836
 551,423
 0.03 % N
Mesa Air Group, Inc. Junior Loan Agreement (N910FJ) LIBOR(Q) 
 7.50% 9.26% 8/1/2022 $530,051
 527,266
 526,871
 0.03 % N
Mesa Airlines, Inc. Aircraft Acquisition Incremental Loan LIBOR(Q) 2.00% 5.00% 7.00% 9/27/2023 $2,478,113
 2,450,730
 2,366,598
 0.14 % N
Mesa Airlines, Inc. Aircraft Acquisition Loan LIBOR(Q) 2.00% 5.00% 7.00% 6/5/2023 $20,134,665
 19,926,465
 19,349,413
 1.18 % N
One Sky Flight, LLC First Lien Term Loan LIBOR(M) 1.00% 7.50% 8.50% 12/27/2024 $19,750,000
 19,469,804
 19,335,250
 1.18 % N

 
 
 
 

 
 
 

 48,925,779
 48,121,565
 2.93 % 
Automobiles 
 
  
Autoalert, LLC First Lien Incremental Term Loan LIBOR(M) 0.25% 5.75% Cash+3.00% PIK
 9.69% 1/1/2022 $38,966,342
 38,882,813
 36,823,193
 2.25 % N
Autoalert, LLC First Lien Term Loan LIBOR(M) 0.25% 5.75% Cash+3.00% PIK
 9.69% 1/1/2022 $15,420,901
 15,342,948
 14,572,751
 0.89 % N
DealerFX, Inc. First Lien Term Loan LIBOR(Q) 1.00% 6.25% Cash+2.00% PIK
 9.75% 2/1/2023 $16,225,890
 16,025,364
 16,160,986
 0.99 % N

 
 
 
 

 
 
 

 70,251,125
 67,556,930
 4.13 % 
Building Products 
 
 
Dodge Data & Analytics, LLC First Lien Delayed Draw Term Loan LIBOR(Q) 1.00% 7.00% 8.50% 5/1/2020 $864,616
 864,450
 852,511
 0.05 % N
Dodge Data & Analytics, LLC First Lien Term Loan LIBOR(Q) 1.00% 7.00% 8.50% 5/1/2020 $34,974,960
 34,968,028
 34,485,310
 2.11 % N

 
 
 
 

 
 
 

 35,832,478
 35,337,821
 2.16 % 
Capital Markets 
 
  
HighTower Holding, LLC Second Lien Term Loan LIBOR(M) 1.00% 8.75% 9.75% 1/31/2026 $15,080,645
 14,746,553
 14,503,056
 0.89 % N
HighTower Holding, LLC Second Lien Delayed Draw Term Loan LIBOR(M) 1.00% 8.75% 9.75% 1/31/2026 $6,169,355
 6,064,200
 5,933,069
 0.36 % N
Pico Quantitative Trading, LLC First Lien Term Loan (1.0% Exit Fee) LIBOR(Q) 1.50% 7.25% 8.75% 2/7/2025 $21,791,007
 20,850,269
 20,592,502
 1.26 % L

 
 
 
 

 
 
 

 41,661,022
 41,028,627
 2.51 % 
Chemicals 
 
 
AGY Holding Corp. Second Lien Notes Fixed 
 11.00% 11.00% 11/15/2020 $11,481,428
 8,778,822
 218,147
 0.01 % B/C/E/N
AGY Holding Corp. Delayed Draw Term Loan Fixed 
 12.00% 12.00% 9/15/2020 $1,147,915
 1,147,915
 1,147,915
 0.07 % B/N
AGY Holding Corp. Sr Secured Term Loan Fixed 
 12.00% 12.00% 9/15/2020 $5,328,009
 5,328,009
 5,328,009
 0.33 % B/N
AGY Holding Corp. Delayed Draw Term Loan A Fixed 
 12.00% 12.00% 9/15/2020 $1,191,316
 1,144,606
 1,191,318
 0.07 % B/N
AGY Holding Corp. Sr Secured Term Loan A1 Fixed 
 12.00% 12.00% 9/15/2020 $249,123
 224,211
 249,123
 0.02 % B/N
                16,623,563
 8,134,512
 0.50 %  
                       
                       

3





BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Unaudited) (Continued)

March 31, 2020


Issuer Instrument Ref Floor Spread Total Coupon Maturity Principal Cost Fair
Value
 % of Total
Cash and
Investments
 Notes
Debt Investments (continued)               
        
Commercial Services and Supplies      
Kellermeyer Bergensons Services, LLC First Lien Delayed Draw Term Loan B LIBOR(M) 1.00% 6.50% 7.50% 11/7/2026 $
 $
 $(115,686) (0.01)% K/N
Kellermeyer Bergensons Services, LLC First Lien Term Loan LIBOR(Q) 1.00% 6.50% 8.24% 11/7/2026 $6,519,608
 6,460,124
 6,134,951
 0.38 % N
Kellermeyer Bergensons Services, LLC First Lien Delayed Draw Term Loan A LIBOR(Q) 1.00% 6.50% 8.33% 11/7/2026 $1,434,314
 1,420,607
 1,349,689
 0.08 % N
Team Software, Inc. First Lien Incremental Term Loan LIBOR(Q) 
 5.50% 7.00% 9/17/2023 $7,220,080
 7,121,555
 6,880,737
 0.42 % N
Team Software, Inc. First Lien Revolver LIBOR(Q) 
 5.50% 7.00% 9/17/2023 $3,160,089
 3,122,778
 2,995,062
 0.18 % N
Team Software, Inc. First Lien Term Loan LIBOR(Q) 
 5.50% 7.00% 9/17/2023 $13,167,038
 13,022,266
 12,548,187
 0.77 % N

 
 
 
 
 
 
 
 31,147,330
 29,792,940
 1.82 % 
Communications Equipment 
 
 
Avanti Communications Jersey Limited 1.5 Lien Delayed Draw Term Loan (2.5% Exit Fee) Fixed 
 12.50% 12.50% 5/24/2021 $1,252,632
 1,252,632
 1,252,632
 0.08 % L/N
Avanti Communications Jersey Limited 1.5 Lien Term Loan (2.5% Exit Fee) Fixed 
 12.50% 12.50% 5/24/2021 $291,730
 249,246
 291,730
 0.02 % L/N
Avanti Communications Group, PLC (United Kingdom) Sr New Money Initial Note Fixed 
 9.00% PIK
 9.00% 10/1/2022 $1,592,934
 1,591,586
 1,044,328
 0.06 % C/E/G/H/N
Avanti Communications Group, PLC (United Kingdom) Sr Second-Priority PIK Toggle Note Fixed 
 9.00% PIK
 9.00% 10/1/2022 $4,064,721
 4,064,219
 2,664,831
 0.16 % C/E/G/H/N

               7,157,683
 5,253,521
 0.32 %  
Construction and Engineering 
 
 
Hylan Datacom & Electrical, LLC First Lien Incremental Term Loan LIBOR(Q) 1.00% 9.50% 11.11% 7/25/2021 $2,568,367
 2,539,629
 1,669,182
 0.10 % N
Hylan Datacom & Electrical, LLC First Lien Term Loan (3.15% Exit Fee) LIBOR(Q) 1.00% 9.50% 11.11% 7/25/2021 $14,208,421
 14,149,294
 9,234,053
 0.56 % L/N

 
 
 
 
 
 
 

 16,688,923
 10,903,235
 0.66 % 
Construction Materials 
 
  
Brannan Sand and Gravel Company, LLC First Lien Term Loan LIBOR(Q) 
 5.25% 6.75% 7/3/2023 $6,561,998
 6,497,633
 6,617,775
 0.40 % N

 
 
 
 
 
 
 

 
 
 
 
Consumer Finance 
 
 
Auto Trakk SPV, LLC First Lien Delayed Draw Term Loan LIBOR(M) 0.50% 6.50% 7.20% 12/21/2021 $23,971,792
 23,822,888
 23,971,792
 1.46 % N
Barri Financial Group, LL First Lien Term Loan LIBOR(M) 1.00% 7.75% 8.82% 10/23/2024 $19,225,745
 18,776,612
 18,322,135
 1.12 % N
Open Lending, LLC First Lien Term Loan LIBOR(M) 1.00% 6.50% 7.50% 3/11/2027 $5,000,000
 4,825,000
 4,850,000
 0.30 % N

               47,424,500
 47,143,927
 2.88 %  
Diversified Consumer Services 
 
 
Edmentum, Inc. Jr Revolving Facility Fixed 
 5.00% 5.00% 6/9/2020 $5,498,865
 5,498,865
 5,498,865
 0.34 % B/N
Edmentum, Inc. First Lien Term Loan B Fixed 
 8.50% 8.50% 6/9/2021 $10,792,686
 9,801,903
 10,792,686
 0.66 % B/N
Edmentum, Inc. Second Lien Term Loan Fixed 
 7.00% PIK
 7.00% 12/8/2021 $8,429,803
 8,429,803
 8,429,803
 0.52 % B/N
Edmentum Ultimate Holdings, LLC Jr PIK Notes Fixed 
 10.00% PIK
 10.00% 6/9/2020 $18,059,291
 18,029,203
 11,292,474
 0.69 % B/N
Edmentum Ultimate Holdings, LLC Sr PIK Notes Fixed 
 8.50% PIK
 8.50% 6/9/2020 $3,755,736
 3,755,736
 3,755,736
 0.23 % B/N
Educationcity Limited (Edmentum) Sr Unsecured Promissory Note Fixed 
 10.00% 10.00% 8/31/2020 $3,707,423
 3,677,040
 3,707,423
 0.23 % N
Spark Networks, Inc. Sr Secured Revolver LIBOR(Q) 1.50% 8.00% 9.50% 7/1/2023 $
 (28,700) (32,490) 
 K/N
Spark Networks, Inc. First Lien Term Loan LIBOR(Q) 1.50% 8.00% 9.50% 7/1/2023 $22,330,697
 21,662,773
 21,591,551
 1.32 % N

 
 
 
 
 
 
 

 70,826,623
 65,036,048
 3.99 % 

 
 
 
 

 
 
 

 
 
 
 
                       
                       
                       
                       

4





BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Unaudited) (Continued)

March 31, 2020


Issuer Instrument Ref Floor Spread Total Coupon Maturity Principal Cost 
Fair
Value
 
% of Total
Cash and
Investments
 Notes
Debt Investments (continued)               
        
Diversified Financial Services      
36th Street Capital Partners Holdings, LLC Senior Note Fixed 
 12.00% 12.00% 11/1/2020 $40,834,419
 $40,834,418
 $40,834,419
 2.50 % E/F/N
Aretec Group, Inc. (Cetera) Second Lien Term Loan LIBOR(M) 
 8.25% 9.24% 10/1/2026 $27,105,263
 26,851,602
 20,328,947
 1.24 % G/N
Credit Suisse AG (Cayman Islands) Asset-Backed Credit Linked Notes LIBOR(Q) 
 9.50% 11.50% 4/12/2025 $38,000,000
 38,000,000
 31,692,000
 1.94 % H/I/N
GC Agile Holdings Limited (Apex) (England) First Lien Delayed Term Loan B LIBOR(M) 1.00% 7.00% 8.25% 6/15/2025 $18,931,720
 18,591,397
 18,360,659
 1.12 % H/N
GC Agile Holdings Limited (Apex) (England) First Lien Term Loan A LIBOR(M) 1.00% 7.00% 8.25% 6/15/2025 $822,864
 808,526
 795,216
 0.05 % H/N
RSB-160, LLC (Lat20) First Lien Delayed Draw Term Loan LIBOR(M) 1.00% 6.00% 7.00% 7/20/2022 $2,333,333
 2,302,395
 2,366,000
 0.14 % N

 
 
 

 

 

 
 

 127,388,338
 114,377,241
 6.99 % 
Diversified Telecommunication Services 

 

 
American Broadband Holding Company First Lien Term Loan LIBOR(Q) 1.25% 7.25% 8.70% 10/25/2022 $14,941,671
 14,720,283
 15,031,321
 0.91 % N
American Broadband Holding Company First Lien Incremental Term Loan LIBOR(Q) 1.25% 7.25% 8.70% 10/25/2022 $1,244,358
 1,244,358
 1,251,824
 0.08 % N
ECI Macola/Max Holding, LLC Second Lien Term Loan LIBOR(Q) 1.00% 8.00% 9.45% 9/29/2025 $24,840,563
 24,664,685
 23,673,057
 1.45 % N
Aventiv Technologies, Inc. (Securus) Second Lien Term Loan LIBOR(M) 1.00% 8.25% 9.25% 11/1/2025 $25,846,154
 25,653,114
 13,569,231
 0.83 % N
TPC Intermediate Holdings, LLC First Lien Delayed Draw Term Loan LIBOR(Q) 1.00% 6.00% 7.45% 5/15/2023 $797,559
 786,465
 781,687
 0.05 % N
TPC Intermediate Holdings, LLC First Lien Incremental Delayed Draw Term Loan LIBOR(Q) 1.00% 6.00% 7.45% 5/15/2020 $788,529
 786,516
 774,729
 0.05 % N
TPC Intermediate Holdings, LLC First Lien Incremental Delayed Draw Term Loan A LIBOR(M) 1.00% 6.00% 7.00% 10/31/2020 $
 
 (71,755) 
 K/N
Telarix, Inc. First Lien Term Loan LIBOR(M) 1.00% 6.00% 7.00% 11/19/2023 $7,425,000
 7,334,608
 7,119,833
 0.44 % N
Telarix, Inc. Sr Secured Revolver LIBOR(M) 1.00% 6.00% 7.00% 11/19/2023 $357,143
 353,176
 342,464
 0.02 % N

 
 
 

 

 

 
 

 75,543,205
 62,472,391
 3.83 % 
Electric Utilities 

 

 
Conergy Asia & ME Pte. Ltd (Singapore) First Lien Term Loan Fixed 
 10.00% 10.00% 5/26/2020 $1,773,807
 1,773,807
 1,479,533
 0.09 % F/H/N
Kawa Solar Holdings Limited (Conergy) (Cayman Islands) Bank Guarantee Credit Facility Fixed 
 
 0.00% 5/26/2020 $6,578,877
 6,578,877
 3,289,438
 0.20 % C/F/H/N
Kawa Solar Holdings Limited (Conergy) (Cayman Islands) Revolving Credit Facility Fixed 
 
 0.00% 5/26/2020 $8,668,850
 8,668,850
 2,129,936
 0.13 % C/F/H/N
Utilidata, Inc. First Lien Delayed Draw Term Loan (4.5% Exit Fee) LIBOR(Q) 
 9.88% 11.38% 7/1/2020 $793,398
 789,077
 715,407
 0.04 % L/N

 
 
 

 

 

 
 

 17,810,611
 7,614,314
 0.46 % 
Electrical Equipment 

 

 
TCFI Amteck Holdings, LLC First Lien Delayed Draw Term Loan LIBOR(Q) 
 6.25% 7.75% 5/22/2023 $507,510
 500,859
 487,261
 0.03 % N
TCFI Amteck Holdings, LLC First Lien Term Loan LIBOR(Q) 
 6.25% 7.75% 5/22/2023 $8,413,638
 8,302,037
 8,077,934
 0.49 % N

 
 
 

 

 

 
 

 8,802,896
 8,565,195
 0.52 % 
Energy Equipment and Services 

 

  
GlassPoint Solar, Inc. First Lien Term Loan (4.0% Exit Fee) LIBOR(Q) 1.50% 8.50% 10.00% 8/31/2021 $4,167,831
 4,145,797
 4,158,661
 0.25 % L/N
GlassPoint Solar, Inc. First Lien Term Loan (5.0% Exit Fee) LIBOR(Q) 1.06% 11.44% 12.94% 8/31/2021 $2,276,123
 2,190,099
 2,222,407
 0.14 % L/N
Sphera Solutions, Inc. (Diamondback) First Lien FILO Term Loan B LIBOR(Q) 2.00% 8.81% 10.31% 6/14/2022 $23,555,164
 23,204,354
 22,989,840
 1.41 % N

 
 
 

 

 

 
 

 29,540,250
 29,370,908
 1.80 % 

 
 
 

 

 

 
 

 

 

 

 

 
 
 

 

 

 
 

 

 

 

 
                

 

 

  
                       
                       
                       

5





BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Unaudited) (Continued)

March 31, 2020


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

 

 

  
Health Care Technology      
CAREATC, Inc. First Lien Term Loan LIBOR(M) 1.00% 7.25% 8.25% 3/14/2024 $8,502,033
 $8,358,936
 $8,221,466
 0.50 % N
CAREATC, Inc. Sr Secured Revolver LIBOR(M) 1.00% 7.25% 8.47% 3/14/2024 $607,288
 597,654
 587,248
 0.04 % K/N
Patient Point Network Solutions, LLC Sr Secured Revolver PRIME 
 6.50% 9.75% 6/26/2022 $440,474
 437,894
 428,582
 0.03 % N
Patient Point Network Solutions, LLC First Lien Incremental Term Loan LIBOR(Q) 1.00% 7.50% 8.95% 6/26/2022 $1,222,894
 1,213,925
 1,189,876
 0.07 % N
Patient Point Network Solutions, LLC First Lien Term Loan LIBOR(Q) 1.00% 7.50% 8.95% 6/26/2022 $6,344,935
 6,307,776
 6,173,622
 0.38 % N
Sandata Technologies, LLC First Lien Term Loan LIBOR(Q) 1.00% 6.00% 7.50% 7/23/2024 $20,250,000
 19,975,035
 18,994,500
 1.16 % N
Sandata Technologies, LLC Sr Secured Revolver LIBOR(M) 1.00% 6.00% 7.00% 7/23/2024 $2,250,000
 2,220,849
 2,110,500
 0.13 % K/N

 
 
 

 

 

 
 

 39,112,069
 37,705,794
 2.31 % 
Hotels, Restaurants and Leisure 

 

  
Fishbowl, Inc. First Lien Term Loan LIBOR(Q) 
 2.80% Cash+8.45% PIK
 11.25% 1/26/2022 $24,981,214
 24,701,568
 21,496,335
 1.32 % N
Pegasus Business Intelligence, LP (Onyx Centersource) First Lien Incremental Term Loan LIBOR(Q) 1.00% 6.25% 7.71% 12/20/2021 $5,663,543
 5,663,543
 5,043,385
 0.31 % N
Pegasus Business Intelligence, LP (Onyx Centersource) First Lien Term Loan LIBOR(Q) 1.00% 6.25% 8.20% 12/20/2021 $13,546,938
 13,495,185
 12,063,549
 0.74 % N
Pegasus Business Intelligence, LP (Onyx Centersource) Revolver LIBOR(Q) 1.00% 6.25% 8.21% 12/20/2021 $671,356
 668,989
 597,842
 0.04 % K/N
VSS-Southern Holdings, LLC (Southern Theatres) First Lien Term Loan LIBOR(Q) 1.00% 4.50% Cash+2.00% PIK
 7.95% 3/31/2022 $2,395,992
 2,375,761
 2,242,649
 0.14 % N
VSS-Southern Holdings, LLC (Southern Theatres) First Lien Incremental Term Loan LIBOR(Q) 1.00% 4.50% Cash+2.00% PIK
 7.95% 3/31/2022 $142,889
 142,000
 133,744
 0.01 % N
VSS-Southern Holdings, LLC (Southern Theatres) First Lien Incremental Term Loan LIBOR(Q) 1.00% 6.50% 7.95% 3/31/2022 $550,909
 550,909
 515,651
 0.03 % N
VSS-Southern Holdings, LLC (Southern Theatres) Sr Secured Revolver LIBOR(Q) 1.00% 4.50% Cash+2.00% PIK
 7.95% 3/31/2022 $1,027,397
 1,021,439
 961,644
 0.06 % K/N

 
 
 

 

 

 
 

 48,619,394
 43,054,799
 2.65 % 
Insurance 

 

 
2-10 Holdco, Inc. First Lien Term Loan LIBOR(M) 1.00% 6.25% 7.25% 10/31/2024 $4,526,042
 4,453,012
 4,368,988
 0.27 % N
2-10 Holdco, Inc. Sr Secured Revolver LIBOR(M) 1.00% 6.25% 7.25% 10/31/2024 $
 (6,377) (14,458) 
 K/N
AmeriLife Holdings, LLC Second Lien Term Loan LIBOR(M) 1.00% 8.50% 9.50% 3/18/2028 $14,636,031
 14,343,685
 14,343,310
 0.88 % N
Higginbotham Insurance Agency, Inc. Second Lien Term Loan LIBOR(M) 1.00% 7.50% 8.50% 12/19/2025 $28,000,000
 27,806,105
 26,460,000
 1.62 % N
IAS Investco, Inc. First Lien Delayed Draw Term Loan A LIBOR(Q) 1.00% 5.50% 7.10% 1/24/2021 $5,245,714
 5,228,521
 5,196,405
 0.32 % N
IAS Investco, Inc. First Lien Delayed Draw Term Loan B LIBOR(M) 1.00% 5.50% 6.50% 1/24/2021 $1,692,857
 1,688,306
 1,676,944
 0.10 % N
IAS Investco, Inc. First Lien Incremental Term Loan LIBOR(M) 1.00% 5.50% 6.50% 1/24/2021 $5,935,629
 5,922,605
 5,879,834
 0.36 % N
IAS Investco, Inc. First Lien Term Loan LIBOR(Q) 1.00% 5.50% 7.10% 1/24/2021 $3,879,054
 3,866,313
 3,842,591
 0.24 % N

 
 
 

 

 

 
 

 63,302,170
 61,753,614
 3.79 % 

 
 
 

 

 

 
 

 

 

 

 
Internet Software and Services 

 

 
Acquia Inc. First Lien Term Loan LIBOR(Q) 1.00% 7.00% 8.58% 11/1/2025 $16,648,997
 16,332,788
 15,500,216
 0.95 % N
Acquia Inc. Sr Secured Revolver LIBOR(M) 1.00% 7.00% 8.00% 11/1/2025 $
 (33,594) (124,462) (0.01)% K/N
Domo, Inc. First Lien Delayed Draw Term Loan (7.0% Exit Fee) LIBOR(Q) 1.50% 5.63% Cash+2.50% PIK
 9.63% 10/1/2022 $52,457,612
 52,243,816
 52,431,219
 3.21 % L/N
FinancialForce.com, Inc. First Lien Delayed Draw Term Loan (3.0% Exit Fee) LIBOR(Q) 2.75% 6.75% 9.50% 2/1/2024 $28,000,000
 27,550,190
 28,308,000
 1.73 % L/N
Foursquare Labs, Inc. First Lien Term Loan (5.0% Exit Fee) LIBOR(Q) 2.19% 7.25% 9.44% 10/1/2022 $33,750,000
 33,473,792
 33,918,750
 2.08 % L/N
InMobi, Inc. (Singapore) First Lien Delayed Draw Term Loan LIBOR(Q) 
 8.25% 9.63% 5/22/2023 $30,906,865
 30,745,904
 30,906,865
 1.89 % H/N
Persado, Inc. First Lien Delayed Term Loan (4.25% Exit Fee) LIBOR(Q) 1.80% 7.00% 8.80% 2/1/2025 $10,538,494
 10,403,930
 10,468,237
 0.64 % L/N
Quartz Holding Company (Quick Base) Second Lien Term Loan LIBOR(M) 
 8.00% 8.86% 4/2/2027 $9,903,019
 9,715,185
 9,754,474
 0.60 % N
ResearchGate GmBH (Germany) First Lien Term Loan EURIBOR(M) 
 8.25% 8.55% 5/22/2023 6,714,000
 7,893,464
 7,091,830
 0.43 % D/H/L/N
                188,325,475
 188,255,129
 11.52 %  
                       
                       

6





BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Unaudited) (Continued)

March 31, 2020


Issuer Instrument Ref Floor Spread Total Coupon Maturity Principal Cost 
Fair
Value
 
% of Total
Cash and
Investments
 Notes
Debt Investments (continued)        
Internet and Catalog Retail      
Live Auctioneers LLC First Lien Last Out B-2 Term Loan LIBOR(M) 1.00% 6.76% 7.83% 5/20/2025 $13,925,285
 $13,672,271
 $13,229,021
 0.81 % N
       
IT Services      
Apptio, Inc. First Lien Term Loan LIBOR(M) 1.00% 7.25% 8.25% 1/10/2025 $11,812,993
 11,605,658
 11,269,595
 0.69 % N
Apptio, Inc. Sr Secured Revolver LIBOR(M) 1.00% 7.25% 8.25% 1/10/2025 $
 (12,267) (35,385) 
 K/N
Donuts Inc. First Lien Revolver LIBOR(M) 1.00% 6.25% 7.37% 9/17/2023 $608,276
 586,267
 586,345
 0.04 % N
Donuts Inc. First Lien Term Loan LIBOR(M) 1.00% 6.25% 7.32% 9/17/2023 $10,883,276
 10,641,943
 10,652,550
 0.65 % N
Web.com Group Inc. Second Lien Term Loan LIBOR(M) 
 7.75% 8.95% 10/11/2026 $21,466,800
 21,228,480
 16,600,920
 1.02 % G/J
Xactly Corporation First Lien Incremental Term Loan B LIBOR(M) 1.00% 7.25% 8.25% 7/31/2022 $4,996,644
 4,920,427
 4,896,711
 0.30 % N
Xactly Corporation First Lien Incremental Term Loan LIBOR(M) 1.00% 7.25% 8.25% 7/31/2022 $2,726,918
 2,695,367
 2,672,380
 0.16 % N
Xactly Corporation First Lien Term Loan LIBOR(M) 1.00% 7.25% 8.25% 7/31/2022 $16,397,517
 16,227,000
 16,069,567
 0.98 % N
Xactly Corporation Sr Secured Revolver LIBOR(M) 1.00% 7.25% 8.25% 7/31/2022 $
 (13,173) (28,110) 
 K/N

               67,879,702
 62,684,573
 3.84 %  
Leisure Products 

 

 
Blue Star Sports Holdings, Inc. First Lien Delayed Draw Term Loan LIBOR(Q) 1.00% 5.75% 7.63% 6/15/2024 $55,556
 54,729
 50,511
 
 N
Blue Star Sports Holdings, Inc. First Lien Revolver LIBOR(M) 1.00% 5.75% 6.75% 6/15/2024 $111,111
 108,671
 95,978
 0.01 % N
Blue Star Sports Holdings, Inc. First Lien Term Loan LIBOR(M) 1.00% 5.75% 6.82% 6/15/2024 $1,504,611
 1,481,487
 1,367,992
 0.08 % N
Machine Zone, Inc. First Lien Term Loan (10.0% Exit Fee) LIBOR(Q) 1.00% 13.50% 15.16% 2/1/2021 $5,715,838
 5,689,916
 5,612,953
 0.34 % L/N

               7,334,803
 7,127,434
 0.43 %  
Media 

 

 
Bisnow, LLC First Lien Revolver LIBOR(Q) 
 7.50% 8.95% 9/21/2022 $
 (9,330) (41,400) 
 K/N
Bisnow, LLC First Lien Term Loan LIBOR(Q) 
 7.50% 8.95% 9/21/2022 $10,449,384
 10,349,000
 10,088,880
 0.62 % N
Khoros, LLC (Lithium) Sr Secured Revolver LIBOR(M) 1.00% 8.00% 9.00% 10/3/2022 $
 (23,861) (75,368) 
 K/N
Khoros, LLC (Lithium) First Lien Incremental Term Loan LIBOR(M) 1.00% 8.00% 9.00% 10/3/2022 $7,131,905
 7,027,393
 6,860,893
 0.42 % N
Khoros, LLC (Lithium) First Lien Term Loan LIBOR(M) 1.00% 8.00% 9.00% 10/3/2022 $20,884,731
 20,642,106
 20,091,111
 1.23 % N
NEP II, Inc. Second Lien Term Loan LIBOR(Q) 
 7.00% 8.45% 10/19/2026 $25,000,000
 24,759,843
 12,812,500
 0.78 % G
Quora, Inc. First Lien Term Loan (4.0% Exit Fee) Fixed 
 10.10% 10.10% 5/1/2022 $12,692,602
 12,543,121
 12,709,103
 0.78 % L/N

 
 
 

 

 

 
 

 75,288,272
 62,445,719
 3.83 % 
Metal and Mining 

 

 
Neenah Foundry Company First Lien Term Loan B LIBOR(Q) 
 6.50% 7.76% 12/13/2022 $4,875,310
 4,843,543
 4,265,896
 0.26 % N
                

 

 

  
Oil, Gas and Consumable Fuels      
Iracore International, Inc. First Lien Term Loan LIBOR(M) 1.00% 9.00% 10.00% 4/13/2021 $1,635,903
 1,635,902
 1,635,903
 0.10 % B/N
                       
Personal Products      
Olaplex, Inc. Sr Secured Revolver LIBOR(M) 1.00% 6.50% 7.50% 1/8/2025 $1,340,000
 1,314,356
 1,247,540
 0.08 % N
Olaplex, Inc. First Lien Term Loan LIBOR(M) 1.00% 6.50% 7.50% 1/8/2026 $13,660,000
 13,398,537
 12,717,460
 0.78 % N

 
 
 

 

 

 
 

 14,712,893
 13,965,000
 0.86 % 
Pharmaceuticals 

 

  
Cambrex Corporation Second Lien Term Loan LIBOR(M) 1.00% 9.00% 10.00% 12/4/2027 $15,441,176
 15,143,538
 13,125,000
 0.80 % N
P&L Development, LLC First Lien Term Loan LIBOR(Q) 2.00% 7.50% 9.50% 6/28/2024 $8,623,333
 8,432,764
 8,278,400
 0.51 % G/N
                23,576,302
 21,403,400
 1.31 %  

      
                       
                       
                       
                       
                       
                       
                       

7





BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Unaudited) (Continued)

March 31, 2020


Issuer Instrument Ref Floor Spread Total Coupon Maturity Principal Cost 
Fair
Value
 
% of Total
Cash and
Investments
 Notes
Debt Investments (continued)        
Professional Services      
Applause App Quality, Inc. First Lien Term Loan LIBOR(Q) 1.00% 5.00% 6.81% 9/20/2022 $20,772,306
 $20,541,653
 $20,356,860
 1.24 % N
Applause App Quality, Inc. Sr Secured Revolver LIBOR(Q) 1.00% 5.00% 6.81% 9/20/2022 $
 (14,980) (30,196) 
 K/N
CIBT Solutions, Inc. Second Lien Term Loan LIBOR(Q) 1.00% 7.75% 9.20% 6/1/2025 $7,611,914
 7,553,720
 5,328,340
 0.33 % G/N
Discoverorg, LLC Second Lien Term Loan LIBOR(Q) 1.00% 8.50% 10.08% 2/1/2027 $15,000,000
 14,814,437
 13,650,000
 0.84 % G/N
Dude Solutions Holdings, Inc. Sr Secured Revolver LIBOR(M) 1.00% 7.00% 8.07% 6/13/2025 $588,772
 545,351
 487,209
 0.03 % K/N
Dude Solutions Holdings, Inc. First Lien Term Loan LIBOR(M) 1.00% 7.00% 8.07% 6/13/2025 $16,927,201
 16,577,841
 16,148,550
 0.99 % N
Dude Solutions Holdings, Inc. First Lien Incremental Term Loan LIBOR(M) 1.00% 7.00% 8.07% 6/13/2025 $2,233,091
 2,183,170
 2,130,368
 0.13 % N
iCIMS, Inc. Sr Secured Revolver LIBOR(M) 1.00% 6.50% 7.50% 9/12/2024 $
 (7,292) (19,433) 
 K/N
iCIMS, Inc. First Lien Term Loan LIBOR(M) 1.00% 6.50% 7.50% 9/12/2024 $9,482,016
 9,322,135
 9,106,836
 0.56 % N
Institutional Shareholder Services, Inc. Second Lien Term Loan LIBOR(M) 
 8.50% 9.57% 3/5/2027 $5,820,856
 5,659,794
 4,511,164
 0.28 % N
RigUp, Inc. First Delayed Draw Term Loan (3.5% Exit Fee) LIBOR(Q) 1.50% 7.00% 8.50% 3/1/2024 $19,333,333
 18,758,439
 18,753,333
 1.15 % L/N

 
 
 

 

 

 
 

 95,934,268
 90,423,031
 5.55 % 
Real Estate Management and Development 

 

 
Florida East Coast Industries, LLC First Lien Term Loan B LIBOR(M) 
 6.75% 7.67% 12/13/2021 $2,310,027
 2,282,306
 2,188,058
 0.13 % N
Florida East Coast Industries, LLC First Lien Incremental Lien Term Loan B LIBOR(M) 
 6.75% 7.67% 12/13/2021 $872,116
 866,435
 826,068
 0.05 % N
Space Midco, Inc. (Archibus) First Lien Term Loan LIBOR(M) 
 6.25% 6.88% 12/5/2023 $4,444,444
 4,375,654
 4,160,000
 0.25 % N
Space Midco, Inc. (Archibus) Sr Secured Revolver LIBOR(M) 
 6.25% 7.25% 12/5/2023 $277,778
 273,672
 260,000
 0.02 % K/N

               7,798,067
 7,434,126
 0.45 %  
Road and Rail 

 

 
GlobalTranz Enterprises LLC Second Lien Term Loan LIBOR(M) 1.00% 8.25% 9.25% 5/15/2027 $19,382,324
 19,019,738
 17,269,651
 1.06 % N

                      
Software 

 

 
Certify, Inc. First Lien Delayed Draw Term Loan LIBOR(M) 1.00% 5.75% 6.75% 2/28/2024 $2,125,754
 2,080,618
 2,022,761
 0.12 % N
Certify, Inc. First Lien Term Loan LIBOR(M) 1.00% 5.75% 6.75% 2/28/2024 $23,383,293
 23,299,187
 22,628,012
 1.38 % N
Certify, Inc. Sr Secured Revolver LIBOR(M) 1.00% 5.75% 6.75% 2/28/2024 $159,432
 143,621
 125,101
 0.01 % N
JAMF Holdings, Inc. First Lien Incremental Term Loan LIBOR(Q) 1.00% 7.00% 8.70% 11/13/2022 $3,606,829
 3,567,399
 3,570,039
 0.22 % N
JAMF Holdings, Inc. First Lien Term Loan LIBOR(Q) 1.00% 7.00% 8.70% 11/13/2022 $14,160,797
 13,993,233
 14,016,357
 0.86 % N
JAMF Holdings, Inc. Sr Secured Revolver LIBOR(Q) 1.00% 7.00% 8.70% 11/13/2022 $
 (13,110) (12,383) 
 K/N
Marketlive, LLC (Kibo) First Lien Term Loan LIBOR(M) 1.00% 8.00% 9.08% 12/18/2020 $5,063,792
 4,996,869
 4,825,794
 0.30 % N
Rhode Holdings, Inc. (Kaseya) First Lien Delayed Draw Term Loan LIBOR(Q) 1.00% 7.00% 8.91% 5/3/2025 $224,974
 195,553
 149,113
 0.01 % N
Rhode Holdings, Inc. (Kaseya) First Lien Term Loan LIBOR(Q) 1.00% 5.50% Cash+1.00% PIK
 8.91% 5/3/2025 $14,399,654
 14,148,558
 13,766,069
 0.83 % N
Rhode Holdings, Inc. (Kaseya) Sr Secured Revolver LIBOR(M) 1.00% 6.50% 7.50% 5/3/2025 $1,194,139
 1,173,466
 1,141,066
 0.07 % N
Rhode Holdings, Inc. (Kaseya) First Lien Incremental Delayed Draw Term Loan LIBOR(M) 1.00% 6.50% 7.50% 5/3/2025 $
 (14,061) (35,872) 
 K/N
Rhode Holdings, Inc. (Kaseya) First Lien Incremental Term Loan LIBOR(Q) 1.00% 5.50% Cash+1.00% PIK
 8.91% 5/3/2025 $1,223,592
 1,202,464
 1,169,754
 0.07 % N
Snow Software AB First Lien Term Loan LIBOR(Q) 2.00% 6.50% 8.50% 4/17/2024 $10,373,317
 10,195,940
 10,236,389
 0.63 % N
Snow Software AB First Lien Incremental Term Loan LIBOR(Q) 2.00% 6.50% 8.50% 4/17/2024 $11,543,865
 11,326,462
 11,391,486
 0.70 % N
Snow Software AB Sr Secured Revolver LIBOR(Q) 2.00% 6.50% 8.50% 4/17/2024 $4,360,548
 4,289,518
 4,302,989
 0.26 % N
Winshuttle, LLC First Lien FILO Term Loan LIBOR(M) 1.00% 8.42% 9.42% 8/9/2024 $13,972,844
 13,629,530
 13,106,528
 0.80 % N
                104,215,247
 102,403,203
 6.26 %  
Specialty Retail      
USR Parent, Inc. (Staples) First Lien FILO Term Loan LIBOR(Q) 1.00% 8.84% 10.46% 9/12/2022 $6,132,194
 6,047,422
 6,187,383
 0.38 % N
                       
Technology Hardware, Storage and Peripherals      
Pulse Secure, LLC Sr Secured Revolver LIBOR(M) 1.00% 7.00% 8.00% 5/1/2022 $
 (8,437) (11,411) 
 K/N
Pulse Secure, LLC First Lien Term Loan LIBOR(Q) 1.00% 7.00% 8.61% 5/1/2022 $11,082,466
 11,008,729
 10,988,265
 0.66 % N
TierPoint, LLC Second Lien Term Loan LIBOR(Q) 1.00% 7.25% 9.50% 5/5/2025 $2,322,000
 2,302,698
 2,275,560
 0.14 %  
                13,302,990
 13,252,414
 0.80 %  

8





BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Unaudited) (Continued)

March 31, 2020


Issuer Instrument Ref Floor Spread Total Coupon Maturity/Expiration Principal/Shares Cost 
Fair
Value
 
% of Total
Cash and
Investments
 Notes
Debt Investments (continued)        
Textiles, Apparel and Luxury Goods
Kenneth Cole Productions, Inc. First Lien FILO Term Loan LIBOR(Q) 1.00% 7.75% 9.38% 12/28/2023 $18,857,986
 $18,750,498
 $18,876,844
 1.15% N
PSEB, LLC (Eddie Bauer) First Lien FILO II Term Loan PRIME 
 7.25% 10.50% 10/12/2023 $10,793,402
 10,563,596
 10,771,815
 0.66% N
PSEB, LLC (Eddie Bauer) First Lien Term Loan LIBOR(Q) 1.50% 8.00% 9.50% 10/12/2023 $39,305,971
 38,478,947
 40,013,478
 2.44% N
WH Buyer, LLC (Anne Klein) First Lien Term Loan LIBOR(Q) 1.50% 7.76% 8.25% 7/16/2025 $27,664,640
 27,400,966
 26,115,420
 1.60% N
WH Buyer, LLC (Anne Klein) First Lien Incremental Term Loan LIBOR(Q) 1.50% 7.76% 9.26% 7/16/2025 $5,307,692
 5,255,062
 5,010,462
 0.31%  
                100,449,069
 100,788,019
 6.16%  
Thrifts and Mortgage Finance
Greystone Select Holdings, LLC First Lien Term Loan LIBOR(M) 1.00% 8.00% 9.15% 4/17/2024 $24,764,798
 24,626,784
 25,012,446
 1.53% N
Home Partners of America, Inc. First Lien Term Loan LIBOR(Q) 1.00% 6.25% 7.85% 10/13/2022 $2,857,143
 2,829,339
 2,820,000
 0.17% N
                27,456,123
 27,832,446
 1.70%  
Tobacco Related
Juul Labs, Inc. First Lien Term Loan LIBOR(Q) 1.50% 8.00% Cash+1.50% PIK
 11.25% 8/2/2023 $26,354,167
 26,126,494
 25,827,083
 1.58% N
                       
Total Debt Investments - 224.0% of Net Assets           1,627,984,533
 1,522,035,073
 93.12%  
                       
                       
Equity Securities                      
Airlines
Epic Aero, Inc (One Sky) Common Stock         
 1,842
 855,313
 3,714,085
 0.24% C/N
United N659UA-767, LLC (N659UA) Trust Beneficial Interests         
 683
 2,105,126
 2,025,233
 0.12% E/F/N

 
         
 

 2,960,439
 5,739,318
 0.36% 
Capital Markets
Pico Quantitative Trading, LLC Warrants to Purchase Membership Units (144A)         2/7/2030 287
 645,121
 634,065
 0.04% C/E/N

                      
Chemicals
AGY Holding Corp. Common Stock           1,333,527
 
 
 
 B/C/E/N
KAGY Holding Company, Inc. Series A Preferred Stock           9,778
 1,091,200
 
 
 B/C/E/N

 
         
 

 1,091,200
 
 
 
Communications Equipment
Avanti Communications Group, PLC (United Kingdom) Common Stock           26,576,710
 4,902,674
 3,301
 
 C/D/H/N

 
           

 

 

 

 
Diversified Consumer Services
Edmentum Ultimate Holdings, LLC Class A Common Units           159,515
 680,226
 16
 
 B/C/E/N
Edmentum Ultimate Holdings, LLC Warrants to Purchase Class A Units         2/23/2028 788,112
 1
 
 
 B/C/E/N

 
           

 680,227
 16
 
 

 
         
 

 

 

 

 
Diversified Financial Services
36th Street Capital Partners Holdings, LLC Membership Units           22,199,416
 22,199,416
 27,887,607
 1.72% E/F/N
Conventional Lending TCP Holdings, LLC Membership Units         
 15,769,948
 15,769,948
 14,192,953
 0.87% E/F/I/N
GACP I, LP (Great American Capital) Membership Units         
 1,757,364
 1,757,364
 2,774,710
 0.17% E/I/N
GACP II, LP (Great American Capital) Membership Units           20,338,470
 20,338,470
 21,172,740
 1.30% E/I/N

               60,065,198
 66,028,010
 4.06%  

9





BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Unaudited) (Continued)

March 31, 2020


Issuer Instrument         Expiration Shares Cost 
Fair
Value
 
% of Total
Cash and
Investments
 Notes
Equity Securities (continued)                      
Diversified Telecommunication Services
V Telecom Investment S.C.A. (Vivacom) (Luxembourg) Common Shares         
 1,393
 $3,236,256
 $662,497
 0.04% C/D/E/H/N

 
         
 

 

 

 

 
Electric Utilities
Conergy Asia Holdings Limited (United Kingdom) Class B Shares           1,000,000
 1,000,000
 
 
 C/E/F/H/N
Conergy Asia Holdings Limited (United Kingdom) Ordinary Shares           3,333
 7,833,333
 
 
 C/E/F/H/N
Kawa Solar Holdings Limited (Conergy) (Cayman Islands) Ordinary Shares           2,332,594
 
 
 
 C/E/F/H/N
Kawa Solar Holdings Limited (Conergy) (Cayman Islands) Series B Preferred Shares           93,023
 1,395,349
 
 
 C/E/F/H/N
Utilidata, Inc. Warrants to Purchase Preferred Stock         12/22/2022 719,998
 216,336
 52,000
 
 C/E/N

 
           

 10,445,018
 52,000
 
 
Electrical Equipment
TCFI Amteck Holdings, LLC Series A Preferred Units           8,020,824
 7,511,391
 7,459,366
 0.47% C/N
TCFI Amteck Holdings, LLC Common Units           362,513
 395,336
 206,632
 0.01% C/N
                7,906,727
 7,665,998
 0.48%  

                      
Electronic Equipment, Instruments and Components
Soraa, Inc. Warrants to Purchase Preferred Stock         8/29/2024 3,071,860
 478,899
 
 0.01% C/E/N

 
         
 

 

 

 

 
Energy Equipment and Services
GlassPoint Solar, Inc. Warrants to Purchase Series E Preferred Stock         2/7/2027 2,448,000
 754,005
 107,200
 0.01% C/E/N
                       
Internet Software and Services
Domo, Inc. Warrants to Purchase Class B Common Stock         6/28/2021 62,247
 511,349
 108,061
 0.01% C/E/N
FinancialForce.com, Inc. Warrants to Purchase Series C Preferred Stock         1/30/2029 840,000
 287,985
 247,600
 0.02% C/E/N
Foursquare Labs, Inc. Warrants to Purchase Series E Preferred Stock         5/4/2027 1,687,500
 297,361
 992,250
 0.06% C/E/N
InMobi, Inc. (Singapore) Warrants to Purchase Common Stock         8/15/2027 1,327,869
 212,360
 83,361
 0.01% C/E/H/N
InMobi, Inc. (Singapore) Warrants to Purchase Series E Preferred Stock (Strike Price $20.01)         9/18/2025 1,049,996
 276,492
 278,852
 0.02% C/E/H/N
InMobi, Inc. (Singapore) Warrants to Purchase Series E Preferred Stock (Strike Price $28.58)         10/3/2028 1,511,002
 93,407
 333,107
 0.02% C/E/H/N
ResearchGate Corporation (Germany) Warrants to Purchase Series D Preferred Stock         10/30/2029 333,370
 202,001
 140,000
 0.01% C/D/E/H/N
Snaplogic, Inc. Warrants to Purchase Series Preferred Stock         3/19/2028 1,860,000
 377,722
 4,900,000
 0.31% C/E/N

 
         
 

 2,258,677
 7,083,231
 0.46% 
IT Services
Fidelis (SVC), LLC Preferred Units           657,932
 2,001,384
 45,271
 
 C/E/N

 
           

 

 

 

 
Life Sciences Tools and Services
Envigo RMS Holdings Corp. Common Stock           36,413
 
 439,869
 0.03% C/E/N

 
           

 

 

 

 

10





BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Unaudited) (Continued)

March 31, 2020


Issuer Instrument         Expiration Shares Cost 
Fair
Value
 
% of Total
Cash and
Investments
 Notes
Equity Securities (continued)                      
Media                  
NEG Parent, LLC (Core Entertainment, Inc.) Class A Units         
 2,720,392
 $2,772,807
 $6,172,630
 0.38% B/C/E/N
NEG Parent, LLC (Core Entertainment, Inc.) Class A Warrants to Purchase Class A Units         10/17/2026 343,387
 196,086
 288,567
 0.02% B/C/E/N
NEG Parent, LLC (Core Entertainment, Inc.) Class B Warrants to Purchase Class A Units         10/17/2026 346,794
 198,032
 291,430
 0.02% B/C/E/N
Quora, Inc. Warrants to Purchase Series D Preferred Stock         4/11/2029 507,704
 65,245
 59,401
 
 C/E/N
Shop Holding, LLC (Connexity) Class A Units           507,167
 480,049
 
 
 C/E/N
SoundCloud, Ltd. (United Kingdom) Warrants to Purchase Preferred Stock         4/29/2025 946,498
 79,082
 45,143
 
 C/E/H/N

 
         
 

 3,791,301
 6,857,171
 0.42% 
Oil, Gas and Consumable Fuels       
 

 

 

 

 
Iracore Investments Holdings, Inc. Class A Common Stock           16,207
 4,177,710
 3,901,552
 0.24% B/C/E/N

 
           

 

 

 

 
Professional Services           

 

 

  
Anacomp, Inc. Class A Common Stock           1,255,527
 26,711,048
 1,443,857
 0.09% C/E/F/N

                      
Semiconductors and Semiconductor Equipment         

 

 

 

 
Adesto Technologies Corporation Warrants to Purchase Common Stock         5/8/2024 436,320
 846,724
 1,557,149
 0.11% C/E/N
Nanosys, Inc. Warrants to Purchase Preferred Stock         3/29/2023 800,000
 605,266
 816,398
 0.05% C/E/N
                1,451,990
 2,373,547
 0.16%  
Software                  
Actifio, Inc. Warrants to Purchase Series G Preferred Stock         5/5/2027 1,052,651
 188,770
 340,492
 0.02% C/E/N
Tradeshift, Inc. Warrants to Purchase Series D Preferred Stock         3/26/2027 1,712,930
 577,842
 506,406
 0.03% C/E/N
                766,612
 846,898
 0.05%  
                       
Total Equity Securities - 15.3% of Nets Assets 134,324,486
 103,883,801
 6.36%  
         
Total Investments - 239.3% of Net Assets $1,762,309,019
 $1,625,918,874
    
                       
Cash and Cash Equivalents        
Cash Held on Account at Various Institutions               8,574,859
 0.52%  
Cash and Cash Equivalents   8,574,859
 0.52%  
                       
Total Cash and Investments - 240.5% of Net Assets $1,634,493,733
 100.00% M


Notes to Consolidated Schedule of Investments:



(A)Debt investments include investments in bank debt that generally are bought and sold among institutional investors in transactions not subject to registration under the Securities Act of 1933. Such transactions are generally subject to contractual restrictions, such as approval of the agent or borrower.
(B)Non-controlled affiliate – as defined under the Investment Company Act of 1940 (ownership of between 5% and 25% of the outstanding voting securities of this issuer). See Consolidated Schedule of Changes in Investments in Affiliates.
(C)Non-income producing.
(D)Investment denominated in foreign currency. Amortized cost and fair value converted from foreign currency to US dollars. Foreign currency denominated investments are generally hedged for currency exposure.
(E)Restricted security. (See Note 2)
(F)Controlled issuer – as defined under the Investment Company Act of 1940 (ownership of 25% or more of the outstanding voting securities of this issuer). Investment is not more than 50% of the outstanding voting securities of the issuer nor deemed to be a significant subsidiary. See Consolidated Schedule of Changes in Investments in Affiliates.

11





BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Unaudited) (Continued)

March 31, 2020


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

LIBOR or EURIBOR resets monthly (M), quarterly (Q), semiannually (S), or annually (A).
 
Aggregate acquisitions and aggregate dispositions of investments, other than government securities, totaled $142,968,803 and $76,880,873, respectively, for the three months ended March 31, 2020. Aggregate acquisitions includes investment assets received as payment in kind. Aggregate dispositions includes principal paydowns on and maturities of debt investments. The total value of restricted securities and bank debt as of March 31, 2020 was $1,582,843,490 or 96.8% of total cash and investments of the Company. As of March 31, 2020, approximately 9.5% of the total assets of the Company were not qualifying assets under Section 55(a) of the 1940 Act.

See accompanying notes to the consolidated financial statements.

12





BlackRock TCP Capital Corp.

Consolidated Schedule of Investments

December 31, 2019

Issuer Instrument Ref Floor Spread Total Coupon Maturity Principal Cost 
Fair
Value
 
% of Total
Cash and
Investments
 Notes
Debt Investments (A)      
Aerospace and Defense      
Unanet, Inc. First Lien Delayed Draw Term Loan LIBOR(M) 
 6.25% 8.06% 5/31/2024 $5,127,551
 $5,059,515
 $5,135,971
 0.30% N
Unanet, Inc. First Lien Term Loan LIBOR(M) 
 6.25% 8.06% 5/31/2024 $19,897,959
 19,710,909
 19,919,847
 1.18% N
Unanet, Inc. Sr Secured Revolver LIBOR(M) 
 6.25% 8.06% 5/31/2024 $
 (21,632) 
 
 K/N
                24,748,792
 25,055,818
 1.48%  
Airlines      
Mesa Air Group, Inc. Junior Loan Agreement (N902FJ) LIBOR(Q) 
 7.50% 9.41% 2/1/2022 $801,784
 797,527
 801,784
 0.05% N
Mesa Air Group, Inc. Junior Loan Agreement (N903FJ) LIBOR(Q) 
 7.50% 9.41% 2/1/2022 $942,947
 937,941
 942,947
 0.06% N
Mesa Air Group, Inc. Junior Loan Agreement (N904FJ) LIBOR(Q) 
 7.50% 9.41% 2/1/2022 $1,066,574
 1,060,912
 1,066,574
 0.06% N
Mesa Air Group, Inc. Junior Loan Agreement (N905FJ) LIBOR(Q) 
 7.50% 9.41% 2/1/2022 $768,185
 764,107
 768,185
 0.05% N
Mesa Air Group, Inc. Junior Loan Agreement (N906FJ) LIBOR(Q) 
 7.50% 9.41% 5/1/2022 $817,276
 812,522
 817,276
 0.05% N
Mesa Air Group, Inc. Junior Loan Agreement (N907FJ) LIBOR(Q) 
 7.50% 9.41% 5/1/2022 $853,632
 848,667
 853,632
 0.05% N
Mesa Air Group, Inc. Junior Loan Agreement (N908FJ) LIBOR(Q) 
 7.50% 9.41% 5/1/2022 $1,272,196
 1,264,796
 1,272,196
 0.08% N
Mesa Air Group, Inc. Junior Loan Agreement (N909FJ) LIBOR(Q) 
 7.50% 9.41% 8/1/2022 $581,841
 578,354
 581,841
 0.03% N
Mesa Air Group, Inc. Junior Loan Agreement (N910FJ) LIBOR(Q) 
 7.50% 9.41% 8/1/2022 $554,715
 551,390
 554,715
 0.03% N
Mesa Airlines, Inc. Aircraft Acquisition Incremental Loan LIBOR(M) 
 5.25% 7.00% 9/27/2023 $2,655,121
 2,623,792
 2,620,870
 0.15% N
Mesa Airlines, Inc. Aircraft Acquisition Loan LIBOR(M) 
 5.00% 6.75% 6/5/2023 $21,683,485
 21,440,802
 21,653,129
 1.28% N
One Sky Flight, LLC First Lien Term Loan LIBOR(M) 1.00% 7.50% 9.30% 12/27/2024 $12,500,000
 12,187,500
 12,250,000
 0.72% N

             
 43,868,310
 44,183,149
 2.61%  
Automobiles 
 
 
Autoalert, LLC First Lien Incremental Term Loan LIBOR(Q) 0.25% 5.75% Cash+3.00% PIK
 10.88% 1/1/2022 $38,966,342
 38,845,649
 39,356,005
 2.32% N
Autoalert, LLC First Lien Term Loan LIBOR(Q) 0.25% 5.75% Cash+3.00% PIK
 10.88% 1/1/2022 $15,420,901
 15,313,907
 15,575,110
 0.92% N
DealerFX, Inc. First Lien Term Loan LIBOR(Q) 
 6.25% Cash+2.00% PIK
 10.25% 2/1/2023 $16,183,673
 15,965,712
 16,345,510
 0.96% N

             
 70,125,268
 71,276,625
 4.20%  
Building Products 
 
 
Dodge Data & Analytics, LLC First Lien Delayed Draw Term Loan LIBOR(Q) 1.00% 7.00% 9.00% 5/1/2020 $875,631
 875,023
 875,106
 0.05% N
Dodge Data & Analytics, LLC First Lien Term Loan LIBOR(Q) 1.00% 7.00% 9.00% 5/1/2020 $35,420,561
 35,395,034
 35,399,308
 2.09% N

             
 36,270,057
 36,274,414
 2.14%  
Capital Markets      
HighTower Holding, LLC Second Lien Term Loan LIBOR(M) 1.00% 8.75% 10.49% 1/31/2026 $15,080,645
 14,733,952
 15,082,153
 0.89% N
HighTower Holding, LLC Second Lien Delayed Draw Term Loan LIBOR(M) 1.00% 8.75% 10.49% 1/31/2026 $6,169,355
 6,059,721
 6,169,972
 0.36% N
                20,793,673
 21,252,125
 1.25%  
Chemicals      
AGY Holding Corp. Second Lien Notes Fixed 
 11.00% 11.00% 11/15/2020 $10,315,515
 8,778,822
 3,708,428
 0.22% B/C/E/N
AGY Holding Corp. Delayed Draw Term Loan Fixed 
 12.00% 12.00% 9/15/2020 $1,114,120
 1,114,120
 1,114,120
 0.07% B/N
AGY Holding Corp. Sr Secured Term Loan Fixed 
 12.00% 12.00% 9/15/2020 $5,171,151
 5,171,151
 5,171,151
 0.31% B/N
              

 15,064,093
 9,993,699
 0.60%  
                       
                       
                       
                       
                       
                       
                       

13





BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Continued)

December 31, 2019



Issuer Instrument Ref Floor Spread Total Coupon Maturity Principal Cost 
Fair
Value
 
% of Total
Cash and
Investments
 Notes
Debt Investments (continued)      
Commercial Services and Supplies      
Kellermeyer Bergensons Services, LLC First Lien Delayed Draw Term Loan A LIBOR(M) 1.00% 6.50% 8.39% 11/7/2026 $
 $
 $(13,529) 
 K/N
Kellermeyer Bergensons Services, LLC First Lien Delayed Draw Term Loan B LIBOR(M) 1.00% 6.50% 8.39% 11/7/2026 $
 
 (17,647) 
 K/N
Kellermeyer Bergensons Services, LLC First Lien Term Loan LIBOR(M) 1.00% 6.50% 8.39% 11/7/2026 $6,535,948
 6,472,583
 6,477,124
 0.38% N
Team Software, Inc. First Lien Incremental Term Loan LIBOR(Q) 
 5.50% 7.50% 9/17/2023 $7,220,080
 7,114,156
 7,172,428
 0.42% N
Team Software, Inc. First Lien Revolver LIBOR(Q) 
 5.50% 7.50% 9/17/2023 $1,228,924
 1,189,152
 1,205,750
 0.07% N
Team Software, Inc. First Lien Term Loan LIBOR(Q) 
 5.50% 7.50% 9/17/2023 $13,167,038
 13,012,854
 13,080,136
 0.77% N
                27,788,745
 27,904,262
 1.64%  
Communications Equipment      
Avanti Communications Jersey Limited 1.5 Lien Delayed Draw Term Loan (2.5% Exit Fee) Fixed 
 12.50% 12.50% 5/24/2021 $1,214,371
 1,214,371
 1,214,371
 0.07% L/N
Avanti Communications Jersey Limited 1.5 Lien Term Loan (2.5% Exit Fee) Fixed 
 12.50% 12.50% 5/24/2021 $282,820
 238,768
 282,820
 0.02% L/N
Avanti Communications Group, PLC (United Kingdom) Sr New Money Initial Note Fixed 
 9.00% PIK
 9.00% 10/1/2022 $1,592,934
 1,591,586
 1,074,115
 0.06% C/E/G/H/N
Avanti Communications Group, PLC (United Kingdom) Sr Second-Priority PIK Toggle Note Fixed 
 9.00% PIK
 9.00% 10/1/2022 $4,064,721
 4,064,219
 2,740,841
 0.16% C/E/G/H/N
                7,108,944
 5,312,147
 0.31%  
Construction and Engineering      
Hylan Datacom & Electrical, LLC First Lien Incremental Term Loan LIBOR(Q) 1.00% 9.50% 11.41% 7/25/2021 $2,536,311
 2,502,108
 2,090,739
 0.12% N
Hylan Datacom & Electrical, LLC First Lien Term Loan (5.4% Exit Fee) LIBOR(Q) 1.00% 9.50% 11.41% 7/25/2021 $14,031,084
 13,959,042
 11,566,142
 0.67% L/N
                16,461,150
 13,656,881
 0.79%  
Construction Materials 

 

 
Brannan Sand and Gravel Company, LLC First Lien Term Loan LIBOR(Q) 
 5.25% 7.25% 7/3/2023 $6,682,556
 6,612,301
 6,652,484
 0.39% N

             

 

 

 

  
Consumer Finance 

 

 
Auto Trakk SPV, LLC First Lien Delayed Draw Term Loan LIBOR(M) 0.50% 6.50% 8.24% 12/21/2021 $23,971,792
 23,800,742
 23,749,039
 1.40% N
Barri Financial Group, LL First Lien Term Loan LIBOR(M) 1.00% 7.75% 9.54% 10/23/2024 $19,346,662
 18,873,298
 19,031,311
 1.12% N

 
 
 

 

 

 
 

 42,674,040
 42,780,350
 2.52% 
Diversified Consumer Services 

 

  
Edmentum, Inc. Jr Revolving Facility Fixed 
 5.00% 5.00% 6/9/2020 $5,235,973
 5,235,973
 5,235,978
 0.31% B/N
Edmentum, Inc. First Lien Term Loan B LIBOR(Q) 
 8.50% 10.43% 6/9/2021 $10,740,023
 9,566,580
 10,740,023
 0.63% B/N
Edmentum, Inc. Second Lien Term Loan Fixed 
 7.00% PIK
 7.00% 12/8/2021 $8,281,653
 8,281,653
 8,281,661
 0.49% B/N
Edmentum Ultimate Holdings, LLC Jr PIK Notes Fixed 
 10.00% PIK
 10.00% 6/9/2020 $17,609,276
 17,536,516
 17,609,276
 1.04% B/N
Edmentum Ultimate Holdings, LLC Sr PIK Notes Fixed 
 8.50% PIK
 8.50% 6/9/2020 $3,675,888
 3,675,888
 3,675,888
 0.22% B/N
Spark Networks, Inc. Sr Secured Revolver LIBOR(Q) 1.50% 8.00% 9.95% 7/1/2023 $
 (30,874) (38,827) 
 K/N
Spark Networks, Inc. First Lien Term Loan LIBOR(Q) 1.50% 8.00% 9.95% 7/1/2023 $22,934,229
 22,203,944
 22,062,728
 1.30% N

 
 
 

 

 

 
 

 66,469,680
 67,566,727
 3.99% 
Diversified Financial Services 

 

 
36th Street Capital Partners Holdings, LLC Senior Note Fixed 
 12.00% 12.00% 11/1/2020 $40,834,419
 40,834,418
 40,834,419
 2.41% E/F/N/O
Aretec Group, Inc. (Cetera) Second Lien Term Loan LIBOR(M) 
 8.25% 10.05% 10/1/2026 $27,105,263
 26,845,399
 26,788,945
 1.58% G
Credit Suisse AG (Cayman Islands) Asset-Backed Credit Linked Notes LIBOR(Q) 
 9.50% 11.45% 4/12/2025 $38,000,000
 38,000,000
 37,604,800
 2.22% H/I/N
GC Agile Holdings Limited (Apex) (England) First Lien Delayed Term Loan B LIBOR(Q) 1.00% 7.00% 9.11% 6/15/2025 $18,979,469
 18,625,118
 18,629,867
 1.10% H/N
GC Agile Holdings Limited (Apex) (England) First Lien Term Loan A LIBOR(Q) 1.00% 7.00% 9.11% 6/15/2025 $824,958
 810,028
 809,366
 0.05% H/N
RSB-160, LLC (Lat20) First Lien Delayed Draw Term Loan LIBOR(M) 1.00% 6.00% 7.90% 7/20/2022 $2,333,333
 2,299,659
 2,335,900
 0.14% N

 
 
 

 

 

 
 

 127,414,622
 127,003,297
 7.50% 

14





BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Continued)

December 31, 2019



Issuer Instrument Ref Floor Spread Total Coupon Maturity Principal Cost 
Fair
Value
 
% of Total
Cash and
Investments
 Notes
Debt Investments (continued)      
Diversified Telecommunication Services      
American Broadband Holding Company First Lien Term Loan LIBOR(M) 1.25% 7.25% 9.05% 10/25/2022 $15,395,873
 $15,151,000
 $15,796,166
 0.93% N
ECI Macola/Max Holding, LLC Second Lien Term Loan LIBOR(Q) 1.00% 8.00% 9.94% 9/29/2025 $24,840,563
 24,660,905
 24,571,540
 1.45%  
Securus Technologies, Inc. Second Lien Term Loan LIBOR(M) 1.00% 8.25% 10.05% 11/1/2025 $25,846,154
 25,648,456
 12,509,538
 0.74%  
TPC Intermediate Holdings, LLC First Lien Delayed Draw Term Loan LIBOR(Q) 1.00% 6.00% 7.94% 5/15/2023 $799,588
 787,670
 796,310
 0.05% N
TPC Intermediate Holdings, LLC First Lien Incremental Delayed Draw Term Loan LIBOR(Q) 1.00% 6.00% 7.94% 5/15/2020 $525,686
 519,722
 522,453
 0.03% N
TPC Intermediate Holdings, LLC First Lien Incremental Delayed Draw Term Loan A LIBOR(Q) 1.00% 6.00% 7.94% 10/31/2020 $
 
 (16,811) 
 K/N
Telarix, Inc. First Lien Term Loan LIBOR(M) 1.00% 6.00% 7.80% 11/19/2023 $7,443,750
 7,348,457
 7,349,959
 0.43% N
Telarix, Inc. Sr Secured Revolver LIBOR(M) 1.00% 6.00% 7.80% 11/19/2023 $178,571
 174,365
 174,071
 0.01% N
                74,290,575
 61,703,226
 3.64%  
Electric Utilities      
Conergy Asia & ME Pte. Ltd (Singapore) First Lien Term Loan Fixed 
 10.00% 10.00% 5/26/2020 $1,773,807
 1,773,807
 1,207,785
 0.07% F/H/N
Kawa Solar Holdings Limited (Conergy) (Cayman Islands) Bank Guarantee Credit Facility Fixed 
 
 0.00% 5/26/2020 $6,578,877
 6,578,877
 3,289,438
 0.19% C/F/H/N
Kawa Solar Holdings Limited (Conergy) (Cayman Islands) Revolving Credit Facility Fixed 
 
 0.00% 5/26/2020 $8,668,850
 8,668,850
 2,208,823
 0.13% C/F/H/N
Utilidata, Inc. First Lien Delayed Draw Term Loan (4.0% Exit Fee) LIBOR(Q) 
 9.88% 11.81% 7/1/2020 $1,033,398
 1,024,722
 942,562
 0.06% L/N
                18,046,256
 7,648,608
 0.45%  
Electrical Equipment        
TCFI Amteck Holdings, LLC First Lien Delayed Draw Term Loan LIBOR(M) 
 8.25% 9.75% 5/22/2023 $497,143
 490,068
 497,143
 0.03% N
TCFI Amteck Holdings, LLC First Lien Term Loan LIBOR(M) 
 8.25% 9.75% 5/22/2023 $16,237,115
 16,003,295
 16,237,115
 0.96% N

 
 
 

 

 

 
 

 16,493,363
 16,734,258
 0.99% 
Energy Equipment and Services        
GlassPoint Solar, Inc. First Lien Term Loan (4.0% Exit Fee) LIBOR(Q) 
 8.50% 10.44% 12/31/2020 $4,167,831
 4,147,728
 3,999,033
 0.24% L/N
GlassPoint Solar, Inc. First Lien Term Loan (5.0% Exit Fee) LIBOR(Q) 
 11.44% 13.38% 12/31/2020 $2,276,123
 2,204,998
 2,226,731
 0.13% L/N
Sphera Solutions, Inc. (Diamondback) First Lien FILO Term Loan B LIBOR(Q) 2.00% 8.81% 10.81% 6/14/2022 $23,614,465
 23,255,646
 23,371,236
 1.38% N
                29,608,372
 29,597,000
 1.75%  
Health Care Technology 
 
 
 
CAREATC, Inc. First Lien Term Loan LIBOR(M) 
 7.25% 9.14% 3/14/2024 $8,502,033
 8,351,441
 8,483,328
 0.50% N
CAREATC, Inc. Sr Secured Revolver LIBOR(M) 
 7.25% 9.14% 3/14/2024 $
 (10,223) (1,336) 
 K/N
Patient Point Network Solutions, LLC Sr Secured Revolver LIBOR(Q) 1.00% 7.50% 9.44% 6/26/2022 $264,285
 261,418
 262,347
 0.02% N
Patient Point Network Solutions, LLC First Lien Incremental Term Loan LIBOR(Q) 1.00% 7.50% 9.44% 6/26/2022 $1,239,799
 1,229,504
 1,234,344
 0.07% N
Patient Point Network Solutions, LLC First Lien Term Loan LIBOR(Q) 1.00% 7.50% 9.44% 6/26/2022 $6,432,648
 6,389,679
 6,404,344
 0.38% N
Sandata Technologies, LLC First Lien Term Loan LIBOR(Q) 
 6.00% 8.00% 7/23/2024 $20,250,000
 19,961,722
 19,942,200
 1.18% N
Sandata Technologies, LLC Sr Secured Revolver LIBOR(Q) 
 6.00% 8.00% 7/23/2024 $
 (30,795) (34,200) 
 K/N

 
 
 

 

 

 
 

 36,152,746
 36,291,027
 2.15% 
                       
                       
                       
                       
                       
                       
                       

 
 
 
 
 
 
 
 
 
 
 
                       
                       
                       

15





BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Continued)

December 31, 2019



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

 

 

 

  
Hotels, Restaurants and Leisure        
Fishbowl, Inc. First Lien Term Loan LIBOR(Q) 
 2.80% Cash+8.45% PIK
 13.25% 1/26/2022 $24,564,304
 $24,250,372
 $22,591,790
 1.33% N
Pegasus Business Intelligence, LP (Onyx Centersource) First Lien Incremental Term Loan LIBOR(Q) 1.00% 6.25% 8.20% 12/20/2021 $5,678,264
 5,678,264
 5,735,615
 0.34% N
Pegasus Business Intelligence, LP (Onyx Centersource) First Lien Term Loan LIBOR(Q) 1.00% 6.25% 8.20% 12/20/2021 $13,583,579
 13,524,243
 13,720,773
 0.81% N
Pegasus Business Intelligence, LP (Onyx Centersource) Revolver LIBOR(Q) 1.00% 6.25% 8.20% 12/20/2021 $
 (2,686) 
 
 K/N
VSS-Southern Holdings, LLC (Southern Theatres) First Lien Term Loan LIBOR(Q) 1.00% 6.50% Cash+2.00% PIK
 10.44% 3/31/2022 $2,395,992
 2,373,398
 2,443,913
 0.14% N
VSS-Southern Holdings, LLC (Southern Theatres) First Lien Incremental Term Loan LIBOR(Q) 1.00% 6.50% Cash+2.00% PIK
 10.44% 3/31/2022 $142,889
 141,895
 145,747
 0.01% N
VSS-Southern Holdings, LLC (Southern Theatres) First Lien Incremental Term Loan LIBOR(Q) 1.00% 6.50% 8.44% 3/31/2022 $550,909
 550,909
 561,927
 0.03% N
VSS-Southern Holdings, LLC (Southern Theatres) Sr Secured Revolver LIBOR(Q) 1.00% 6.50% Cash+2.00% PIK
 10.44% 3/31/2022 $
 (6,733) 
 
 K/N
              

 46,509,662
 45,199,765
 2.66%  
Insurance        
2-10 Holdco, Inc. First Lien Term Loan LIBOR(M) 
 6.25% 8.05% 10/31/2024 $4,537,500
 4,461,178
 4,479,420
 0.26% N
2-10 Holdco, Inc. Sr Secured Revolver LIBOR(M) 
 6.25% 8.05% 10/31/2024 $
 (6,724) (5,333) 
 K/N
Higginbotham Insurance Agency, Inc. Second Lien Term Loan LIBOR(M) 1.00% 7.50% 9.30% 12/19/2025 $28,000,000
 27,801,191
 27,860,000
 1.64% N
IAS Investco, Inc. First Lien Delayed Draw Term Loan A LIBOR(M) 1.00% 5.50% 7.30% 1/24/2021 $5,318,571
 5,296,361
 5,295,702
 0.31% N
IAS Investco, Inc. First Lien Delayed Draw Term Loan B LIBOR(M) 1.00% 5.50% 7.30% 1/24/2021 $1,714,286
 1,708,138
 1,706,914
 0.10% N
IAS Investco, Inc. First Lien Incremental Term Loan LIBOR(M) 1.00% 5.50% 7.30% 1/24/2021 $6,020,424
 6,002,687
 5,994,536
 0.35% N
IAS Investco, Inc. First Lien Term Loan LIBOR(M) 1.00% 5.50% 7.30% 1/24/2021 $3,934,469
 3,918,004
 3,917,550
 0.23% N
              

 49,180,835
 49,248,789
 2.89%  
Internet and Catalog Retail 

 

 

 
Live Auctioneers LLC First Lien Last Out B-2 Term Loan LIBOR(M) 
 6.76% 8.56% 5/20/2025 $13,960,362
 13,698,968
 13,635,085
 0.79% N
                

 

 

  
Internet Software and Services        
Acquia Inc. First Lien Term Loan LIBOR(Q) 
 7.00% 8.91% 11/1/2025 $16,648,997
 16,321,473
 16,345,985
 0.96% N
Acquia Inc. Sr Secured Revolver LIBOR(Q) 
 7.00% 8.91% 11/1/2025 $
 (35,084) (32,829) 
 K/N
Domo, Inc. First Lien Delayed Draw Term Loan (7.0% Exit Fee) LIBOR(M) 
 5.63% Cash+2.50% PIK
 9.94% 10/1/2022 $52,127,502
 51,828,896
 51,270,531
 3.03% L/N
FinancialForce.com, Inc. First Lien Delayed Draw Term Loan (3.0% Exit Fee) LIBOR(Q) 2.75% 6.75% 9.50% 2/1/2024 $28,000,000
 27,522,676
 28,464,800
 1.68% L/N
Foursquare Labs, Inc. First Lien Term Loan (5.0% Exit Fee) LIBOR(Q) 
 7.25% 9.19% 10/1/2022 $33,750,000
 33,445,277
 33,237,000
 1.96% L/N
InMobi, Inc. (Singapore) First Lien Term Loan LIBOR(Q) 1.37% 8.13% 10.06% 9/30/2021 $30,906,865
 30,717,380
 30,545,254
 1.80% H/N
Quartz Holding Company (Quick Base) Second Lien Term Loan LIBOR(M) 
 8.00% 9.71% 4/2/2027 $9,903,019
 9,708,757
 9,878,261
 0.58% N
ResearchGate GmBH (Germany) First Lien Term Loan (4.0% Exit Fee) EURIBOR(M) 
 8.55% 8.55% 10/1/2022 7,500,000
 7,856,974
 7,952,439
 0.47% D/H/L/N
              

 177,366,349
 177,661,441
 10.48%  
IT Services        
Apptio, Inc. First Lien Term Loan LIBOR(M) 1.00% 7.25% 8.96% 1/10/2025 $11,812,993
 11,598,319
 11,567,282
 0.68% N
Apptio, Inc. Sr Secured Revolver LIBOR(M) 1.00% 7.25% 8.96% 1/10/2025 $
 (12,904) (16,000) 
 K/N
Donuts Inc. First Lien Revolver LIBOR(M) 1.00% 6.25% 8.15% 9/17/2023 $373,849
 350,320
 364,746
 0.02% N
Donuts Inc. First Lien Term Loan LIBOR(Q) 1.00% 6.25% 8.19% 9/17/2023 $10,910,690
 10,653,623
 10,814,676
 0.64% N
Web.com Group Inc. Second Lien Term Loan LIBOR(M) 
 7.75% 9.49% 10/11/2026 $16,280,678
 16,166,395
 15,715,983
 0.93% G/J
Xactly Corporation First Lien Incremental Term Loan B LIBOR(M) 1.00% 7.25% 9.05% 7/31/2022 $4,996,644
 4,913,115
 4,990,148
 0.29% N
Xactly Corporation First Lien Incremental Term Loan LIBOR(M) 1.00% 7.25% 9.05% 7/31/2022 $2,726,918
 2,692,315
 2,723,373
 0.16% N
Xactly Corporation First Lien Term Loan LIBOR(M) 1.00% 7.25% 9.05% 7/31/2022 $16,397,517
 16,210,453
 16,376,200
 0.97% N
Xactly Corporation Sr Secured Revolver LIBOR(M) 1.00% 7.25% 9.05% 7/31/2022 $
 (14,579) (1,827) 
 K/N
              

 62,557,057
 62,534,581
 3.69%  

16





BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Continued)

December 31, 2019



Issuer Instrument Ref Floor Spread Total Coupon Maturity Principal Cost 
Fair
Value
 
% of Total
Cash and
Investments
 Notes
Debt Investments (continued)      
Leisure Products        
Blue Star Sports Holdings, Inc. First Lien Delayed Draw Term Loan LIBOR(Q) 1.00% 5.75% 7.76% 6/15/2024 $55,556
 $54,693
 $53,556
 
 N
Blue Star Sports Holdings, Inc. First Lien Revolver LIBOR(M) 1.00% 5.75% 7.55% 6/15/2024 $111,111
 108,557
 105,111
 0.01% N
Blue Star Sports Holdings, Inc. First Lien Term Loan LIBOR(M) 1.00% 5.75% 7.55% 6/15/2024 $1,504,611
 1,480,597
 1,450,445
 0.09% N
Machine Zone, Inc. First Lien Term Loan (10.0% Exit Fee) LIBOR(M) 
 13.50% 15.20% 2/1/2021 $5,672,712
 5,637,816
 5,588,188
 0.33% L/N
              

 7,281,663
 7,197,300
 0.43%  
Media        
Bisnow, LLC First Lien Revolver LIBOR(Q) 
 7.50% 9.63% 9/21/2022 $
 (10,270) 
 
 K/N
Bisnow, LLC First Lien Term Loan LIBOR(Q) 
 7.50% 9.63% 9/21/2022 $10,557,386
 10,446,491
 10,628,121
 0.63% N
Khoros, LLC (Lithium) Sr Secured Revolver LIBOR(Q) 1.00% 8.00% 10.04% 10/3/2022 $
 (7,100) (5,736) 
 K/N
Khoros, LLC (Lithium) Sr Secured Revolver LIBOR(Q) 1.00% 8.00% 10.04% 10/3/2022 $
 (19,127) (19,255) 
 K/N
Khoros, LLC (Lithium) First Lien Incremental Term Loan LIBOR(Q) 1.00% 8.00% 10.04% 10/3/2022 $7,131,905
 7,016,707
 7,042,043
 0.42% N
Khoros, LLC (Lithium) First Lien Term Loan LIBOR(Q) 1.00% 8.00% 10.04% 10/3/2022 $20,884,731
 20,616,273
 20,621,583
 1.22% N
NEP II, Inc. Second Lien Term Loan LIBOR(M) 
 7.00% 8.80% 10/19/2026 $25,000,000
 24,753,355
 22,687,500
 1.34% G
Quora, Inc. First Lien Term Loan (4.0% Exit Fee) Fixed 
 10.10% 10.10% 5/1/2022 $12,692,602
 12,528,197
 12,709,103
 0.75% L/N
              

 75,324,526
 73,663,359
 4.36%  
Metal and Mining        
Neenah Foundry Company First Lien Term Loan B LIBOR(M) 
 6.50% 8.35% 12/13/2022 $4,943,976
 4,909,287
 4,845,097
 0.29%  
         
Oil, Gas and Consumable Fuels        
Iracore International, Inc. First Lien Term Loan LIBOR(M) 1.00% 9.00% 10.88% 4/13/2021 $1,635,903
 1,635,902
 1,635,903
 0.10% B/N
                       
Pharmaceuticals        
Cambrex Corporation Second Lien Term Loan LIBOR(M) 1.00% 9.00% 10.70% 12/6/2027 $15,441,176
 15,133,798
 15,363,971
 0.91% N
P&L Development, LLC First Lien Term Loan LIBOR(Q) 2.00% 7.50% 9.50% 6/28/2024 $8,645,000
 8,447,637
 8,601,775
 0.51% G/N
                23,581,435
 23,965,746
 1.42%  
Professional Services 

 

 

  
Applause App Quality, Inc. First Lien Term Loan LIBOR(Q) 1.00% 5.00% 6.93% 9/20/2022 $20,772,306
 20,522,294
 20,851,241
 1.23% N
Applause App Quality, Inc. Sr Secured Revolver LIBOR(Q) 1.00% 5.00% 6.93% 9/20/2022 $
 (16,489) 
 
 K/N
CIBT Solutions, Inc. Second Lien Term Loan LIBOR(Q) 1.00% 7.75% 9.69% 6/1/2025 $7,611,914
 7,551,528
 7,155,199
 0.42% G/N
Discoverorg, LLC Second Lien Term Loan LIBOR(M) 
 8.50% 10.19% 2/1/2027 $15,000,000
 14,795,054
 15,075,000
 0.89% G
Dude Solutions Holdings, Inc. Sr Secured Revolver LIBOR(M) 1.00% 7.00% 8.80% 6/13/2025 $
 (45,365) (40,404) 
 K/N
Dude Solutions Holdings, Inc. First Lien Term Loan LIBOR(M) 1.00% 7.00% 8.80% 6/13/2025 $16,927,201
 16,566,086
 16,617,434
 0.98% N
iCIMS, Inc. Sr Secured Revolver LIBOR(M) 1.00% 6.50% 8.29% 9/12/2024 $
 (7,699) (11,385) 
 K/N
iCIMS, Inc. First Lien Term Loan LIBOR(M) 1.00% 6.50% 8.29% 9/12/2024 $9,482,016
 9,315,912
 9,262,034
 0.55% N
Institutional Shareholder Services, Inc. Second Lien Term Loan LIBOR(Q) 
 8.50% 10.44% 3/5/2026 $5,820,856
 5,658,368
 5,588,022
 0.33% N
STG-Fairway Acquisitions, Inc.(First Advantage) Second Lien Term Loan LIBOR(M) 1.00% 9.25% 11.05% 6/30/2023 $31,000,000
 30,701,658
 31,000,000
 1.83% N
              

 105,041,347
 105,497,141
 6.23%  
Real Estate Management and Development        
Florida East Coast Industries, LLC First Lien Term Loan B LIBOR(M) 
 6.75% 8.51% 12/13/2021 $2,321,694
 2,289,777
 2,310,086
 0.14% N
Florida East Coast Industries, LLC First Lien Incremental Lien Term Loan B LIBOR(M) 
 6.75% 8.51% 12/13/2021 $876,520
 869,946
 872,138
 0.05% N
Space Midco, Inc. (Archibus) First Lien Term Loan LIBOR(M) 
 6.25% 8.00% 12/5/2023 $4,444,444
 4,371,064
 4,371,111
 0.26% N
Space Midco, Inc. (Archibus) Sr Secured Revolver LIBOR(M) 
 6.25% 8.00% 12/5/2023 $
 (4,371) (4,583) 
 K/N
              

 7,526,416
 7,548,752
 0.45%  
Road and Rail        
GlobalTranz Enterprises LLC Second Lien Term Loan LIBOR(M) 1.00% 8.25% 10.04% 5/15/2027 $19,382,324
 19,008,604
 18,796,978
 1.11% N

17





BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Continued)

December 31, 2019



Issuer Instrument Ref Floor Spread Total Coupon Maturity/Expiration Principal/Shares Cost 
Fair
Value
 
% of Total
Cash and
Investments
 Notes
Debt Investments (continued)                 
        
Software        
Certify, Inc. First Lien Delayed Draw Term Loan LIBOR(M) 1.00%
 5.75%
 7.55%
 2/28/2024 $1,594,315
 $1,547,623
 $1,537,877
 0.09% N
Certify, Inc. First Lien Term Loan LIBOR(M) 1.00%
 5.75%
 7.55%
 2/28/2024 $23,383,293
 23,292,776
 22,969,408
 1.36% N
Certify, Inc. Sr Secured Revolver LIBOR(M) 1.00%
 5.75%
 7.55%
 2/28/2024 $159,432
 143,495
 140,619
 0.01% N
JAMF Holdings, Inc. First Lien Incremental Term Loan LIBOR(Q) 1.00%
 7.00%
 8.91%
 11/13/2022 $3,606,829
 3,563,940
 3,606,829
 0.21% N
JAMF Holdings, Inc. First Lien Term Loan LIBOR(Q) 1.00%
 7.00%
 8.91%
 11/13/2022 $14,160,797
 13,978,598
 14,160,797
 0.84% N
JAMF Holdings, Inc. Sr Secured Revolver LIBOR(M) 1.00%
 7.00%
 8.80%
 11/13/2022 $
 (14,355) 
 
 K/N
Marketlive, LLC (Kibo) First Lien Term Loan LIBOR(Q) 
 8.00%
 9.91%
 12/18/2020 $5,076,516
 4,988,719
 4,989,707
 0.29% N
Rhode Holdings, Inc. (Kaseya) First Lien Delayed Draw Term Loan LIBOR(Q) 1.00%
 6.50%
 8.60%
 5/3/2025 $224,401
 193,557
 190,964
 0.01% N
Rhode Holdings, Inc. (Kaseya) First Lien Term Loan LIBOR(Q) 1.00%
 5.50% Cash+1.00% PIK
 8.72%
 5/3/2025 $14,362,948
 14,098,242
 14,084,307
 0.82% N
Rhode Holdings, Inc. (Kaseya) Sr Secured Revolver LIBOR(M) 1.00%
 6.50%
 8.30%
 5/3/2025 $689,257
 667,641
 665,857
 0.04% N
Snow Software AB First Lien Term Loan LIBOR(Q) 2.00%
 6.50%
 8.50%
 4/17/2024 $13,081,645
 12,846,264
 12,860,565
 0.76% N
Snow Software AB First Lien Incremental Term Loan LIBOR(Q) 2.00%
 6.50%
 8.50%
 4/17/2024 $14,557,807
 14,269,367
 14,311,780
 0.84% N
Snow Software AB Sr Secured Revolver LIBOR(Q) 2.00%
 6.50%
 8.50%
 4/17/2024 $1,744,219
 1,668,977
 1,670,526
 0.10% N
Winshuttle, LLC First Lien FILO Term Loan LIBOR(M) 1.00%
 8.42%
 10.22%
 8/9/2024 $14,007,952
 13,649,539
 13,665,177
 0.81% N
                104,894,383
 104,854,413
 6.18%  
Specialty Retail        
USR Parent, Inc. (Staples) First Lien FILO Term Loan LIBOR(M) 1.00% 8.84% 10.54% 9/12/2022 $6,410,930
 6,314,032
 6,404,519
 0.38% N
                       
Technology Hardware, Storage and Peripherals        
Pulse Secure, LLC Sr Secured Revolver LIBOR(M) 1.00% 7.00% 8.71% 5/1/2022 $
 (9,446) (3,893) 
 K/N
Pulse Secure, LLC First Lien Term Loan LIBOR(M) 1.00% 7.00% 8.71% 5/1/2022 $11,142,879
 11,057,992
 11,110,565
 0.66% N
TierPoint, LLC Second Lien Term Loan LIBOR(M) 1.00% 7.25% 9.05% 5/5/2025 $2,880,000
 2,854,404
 2,558,405
 0.15%  
              

 13,902,950
 13,665,077
 0.81%  
Textiles, Apparel and Luxury Goods        
ABG Intermediate Holdings 2, LLC (Authentic Brands) Second Lien Term Loan LIBOR(M) 1.00% 7.75% 9.55% 9/29/2025 $11,967,243
 11,888,882
 11,987,228
 0.71%  
Kenneth Cole Productions, Inc. First Lien FILO Term Loan LIBOR(M) 1.00% 7.75% 9.50% 12/28/2023 $23,528,829
 23,383,523
 23,507,653
 1.39% N
PSEB, LLC (Eddie Bauer) First Lien FILO II Term Loan PRIME 
 7.25% 12.00% 10/12/2023 $10,793,402
 10,549,564
 10,793,402
 0.64% N
PSEB, LLC (Eddie Bauer) First Lien Term Loan LIBOR(Q) 1.50% 8.00% 9.91% 10/12/2023 $39,823,155
 38,936,624
 39,624,039
 2.34% N
WH Buyer, LLC (Anne Klein) First Lien Term Loan LIBOR(Q) 1.50% 6.75% 8.75% 7/16/2025 $27,664,640
 27,395,096
 27,410,125
 1.62% N
              

 112,153,689
 113,322,447
 6.70%  
Thrifts and Mortgage Finance        
Greystone Select Holdings, LLC First Lien Term Loan LIBOR(Q) 1.00% 8.00% 9.93% 4/17/2024 $24,826,865
 24,672,974
 25,571,671
 1.51% N
Home Partners of America, Inc. First Lien Delayed Draw Term Loan LIBOR(M) 1.00% 6.25% 8.05% 10/13/2022 $
 
 
 
 N
Home Partners of America, Inc. First Lien Term Loan LIBOR(M) 1.00% 6.25% 8.05% 10/13/2022 $2,857,143
 2,826,874
 2,857,145
 0.17% N
              

 27,499,848
 28,428,816
 1.68%  
Tobacco Related        
Juul Labs, Inc. First Lien Term Loan LIBOR(M) 1.50% 7.00% 8.90% 8/2/2023 $26,315,789
 26,067,931
 26,202,632
 1.55% N
                       
Total Debt Investments 1,564,445,871
 1,535,193,938
 90.60%  
                       
Equity Securities           
        
Airlines    
Epic Aero, Inc (One Sky) Common Stock           1,842
 855,313
 6,333,559
 0.38% C/N
United N659UA-767, LLC (N659UA) Trust Beneficial Interests           683
 2,165,433
 2,300,366
 0.14% E/F/N
United N661UA-767, LLC (N661UA) Trust Beneficial Interests           688
 2,225,361
 2,347,314
 0.14% E/F/N
              

 5,246,107
 10,981,239
 0.66%  
                       

18





BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Continued)

December 31, 2019



Issuer Instrument         Expiration Shares Cost 
Fair
Value
 
% of Total
Cash and
Investments
 Notes
Equity Securities (continued)                 
        
Chemicals    
AGY Holding Corp. Common Stock           1,333,527
 $
 $
 
 B/C/E/N
KAGY Holding Company, Inc. Series A Preferred Stock           9,778
 1,091,200
 
 
 B/C/E/N
                1,091,200
 
 
  
Communications Equipment    
Avanti Communications Group, PLC (United Kingdom) Common Stock           26,576,710
 4,902,674
 3,523
 
 C/D/H/N
                       
Diversified Consumer Services    
Edmentum Ultimate Holdings, LLC Class A Common Units           159,515
 680,226
 1,433,968
 0.08% B/C/E/N
Edmentum Ultimate Holdings, LLC Warrants to Purchase Class A Units         2/23/2028 788,112
 1
 7,084,470
 0.42% B/C/E/N
                680,227
 8,518,438
 0.50%  
Diversified Financial Services    
36th Street Capital Partners Holdings, LLC Membership Units           22,199,416
 22,199,416
 31,682,859
 1.87% E/F/N/O
Conventional Lending TCP Holdings, LLC Membership Units           14,269,948
 14,269,948
 14,269,948
 0.84% E/F/I/N
GACP I, LP (Great American Capital) Membership Units           1,772,812
 1,772,812
 2,384,330
 0.14% E/I/N
GACP II, LP (Great American Capital) Membership Units           18,039,482
 18,039,482
 18,764,975
 1.11% E/I/N
              

 56,281,658
 67,102,112
 3.96%  
Diversified Telecommunication Services    
V Telecom Investment S.C.A. (Vivacom) (Luxembourg) Common Shares           1,393
 3,236,256
 95,280
 0.01% C/D/E/H/N
                       
Electric Utilities    
Conergy Asia Holdings Limited (United Kingdom) Class B Shares           1,000,000
 1,000,000
 
 
 C/E/F/H/N
Conergy Asia Holdings Limited (United Kingdom) Ordinary Shares           3,333
 7,833,333
 
 
 C/E/F/H/N
Kawa Solar Holdings Limited (Conergy) (Cayman Islands) Ordinary Shares           2,332,594
 
 
 
 C/E/F/H/N
Kawa Solar Holdings Limited (Conergy) (Cayman Islands) Series B Preferred Shares           93,023
 1,395,349
 
 
 C/E/F/H/N
Utilidata, Inc. Warrants to Purchase Preferred Stock         12/22/2022 719,998
 216,336
 29,070
 
 C/E/N
              

 10,445,018
 29,070
 
  
Electronic Equipment, Instruments and Components 

  
Soraa, Inc. Warrants to Purchase Preferred Stock         8/29/2024 3,071,860
 478,899
 
 
 C/E/N
                

 

 

  
Energy Equipment and Services    
GlassPoint Solar, Inc. Warrants to Purchase Series E Preferred Stock         2/7/2027 400,000
 248,555
 113,280
 0.01% C/E/N
GlassPoint Solar, Inc. Warrants to Purchase Series E Preferred Stock         2/7/2027 2,048,000
 505,450
 579,992
 0.03% C/E/N
                754,005
 693,272
 0.04%  

19





BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Continued)

December 31, 2019



Issuer Instrument 
 
 
 
 Expiration Shares Cost Fair
Value
 % of Total
Cash and
Investments
 Notes
Equity Securities (continued)                 
        
Internet Software and Services      
Domo, Inc. Warrants to Purchase Class B Common Stock         6/28/2021 62,247
 $511,349
 $509,086
 0.03% C/E/N
FinancialForce.com, Inc. Warrants to Purchase Series C Preferred Stock         1/30/2029 840,000
 287,985
 271,044
 0.02% C/E/N
Foursquare Labs, Inc. Warrants to Purchase Series E Preferred Stock         5/4/2027 1,687,500
 297,361
 347,063
 0.02% C/E/N
InMobi, Inc. (Singapore) Warrants to Purchase Common Stock         8/15/2027 1,327,869
 212,360
 180,797
 0.01% C/E/H/N
InMobi, Inc. (Singapore) Warrants to Purchase Series E Preferred Stock (Strike Price $20.01)         9/18/2025 1,049,996
 276,492
 396,397
 0.02% C/E/H/N
InMobi, Inc. (Singapore) Warrants to Purchase Series E Preferred Stock (Strike Price $28.58)         10/3/2028 1,511,002
 93,407
 335,614
 0.02% C/E/H/N
ResearchGate Corporation (Germany) Warrants to Purchase Series D Preferred Stock         10/30/2029 333,370
 202,001
 205,018
 0.01% C/D/E/H/N
Snaplogic, Inc. Warrants to Purchase Series Preferred Stock         3/19/2028 1,860,000
 377,722
 4,600,000
 0.27% C/E/N
                2,258,677
 6,845,019
 0.40%  
IT Services      
Fidelis (SVC), LLC Preferred Units           657,932
 2,001,384
 47,518
 
 C/E/N
       
Life Sciences Tools and Services      
Envigo RMS Holdings Corp. Common Stock           36,413
 
 526,350
 0.03% C/E/N
       
Media      
NEG Parent, LLC (Core Entertainment, Inc.) Class A Units           2,720,392
 2,772,807
 6,925,847
 0.41% B/C/E/N
NEG Parent, LLC (Core Entertainment, Inc.) Class A Warrants to Purchase Class A Units         10/17/2026 343,387
 196,086
 391,407
 0.02% B/C/E/N
NEG Parent, LLC (Core Entertainment, Inc.) Class B Warrants to Purchase Class A Units         10/17/2026 346,794
 198,032
 395,290
 0.02% B/C/E/N
Quora, Inc. Warrants to Purchase Series D Preferred Stock         4/11/2029 507,704
 65,245
 64,803
 
 C/E/N
Shop Holding, LLC (Connexity) Class A Units           507,167
 480,049
 
 
 C/E/N
SoundCloud, Ltd. (United Kingdom) Warrants to Purchase Preferred Stock         4/29/2025 946,498
 79,082
 45,143
 
 C/E/H/N
              

 3,791,301
 7,822,490
 0.45%  
Oil, Gas and Consumable Fuels      
Iracore Investments Holdings, Inc. Class A Common Stock           16,207
 4,177,710
 2,476,881
 0.15% B/C/E/N
                

 

 

  
Professional Services      
Anacomp, Inc. Class A Common Stock           1,255,527
 26,711,048
 1,167,641
 0.07% C/E/F/N
Findly Talent, LLC Membership Units           708,229
 230,938
 123,939
 0.01% C/E/N
STG-Fairway Holdings, LLC (First Advantage) Class A Units           803,961
 325,432
 5,380,520
 0.32% C/E/N
              

 27,267,418
 6,672,100
 0.40%  
Semiconductors and Semiconductor Equipment      
Adesto Technologies Corporation Warrants to Purchase Common Stock         5/8/2024 436,320
 846,724
 667,570
 0.04% C/E/N
Nanosys, Inc. Warrants to Purchase Preferred Stock         3/29/2023 800,000
 605,266
 838,607
 0.05% C/E/N
                1,451,990
 1,506,177
 0.09%  
                       
                       
                       
                       
                       
                       
                       
                       

20





BlackRock TCP Capital Corp.

Consolidated Schedule of Investments (Continued)

December 31, 2019



Issuer Instrument         Expiration Shares Cost 
Fair
Value
 
% of Total
Cash and
Investments
 Notes
Equity Securities (continued)                 
        
Software      
Actifio, Inc. Warrants to Purchase Series G Preferred Stock         5/5/2027 1,052,651
 $188,770
 $469,687
 0.03% C/E/N
Tradeshift, Inc. Warrants to Purchase Series D Preferred Stock         3/26/2027 1,712,930
 577,842
 523,801
 0.03% C/E/N
              

 766,612
 993,488
 0.06%  
                       
Total Equity Securities  
 124,831,136
 114,312,957
 6.75%   
         
Total Investments $1,689,277,077
 $1,649,506,895
  
   
                       
Cash and Cash Equivalents  
  
  
   
Cash Held on Account at Various Institutions                
  
 44,848,539
 2.65%   
Cash and Cash Equivalents 44,848,539
 2.65%   
       
Total Cash and Investments  $1,694,355,434
 100.00% M
                       

Notes to Consolidated Schedule of Investments:

(A)Debt investments include investments in bank debt that generally are bought and sold among institutional investors in transactions not subject to registration under the Securities Act of 1933. Such transactions are generally subject to contractual restrictions, such as approval of the agent or borrower.
(B)Non-controlled affiliate – as defined under the Investment Company Act of 1940 (ownership of between 5% and 25% of the outstanding voting  securities of this issuer). See Consolidated Schedule of Changes in Investments in Affiliates.
(C)Non-income producing.
(D)Investment denominated in foreign currency.  Cost and fair value converted from foreign currency to US dollars. Foreign currency denominated investments are generally hedged for currency exposure.
(E)Restricted security. (See Note 2)
(F)Controlled issuer – as defined under the Investment Company Act of 1940 (ownership of 25% or more of the outstanding voting securities of this issuer). Investment is not more than 50% of the outstanding voting securities of the issuer nor deemed to be a significant subsidiary.  See Consolidated Schedule of Changes in Investments in Affiliates.
(G)Investment has been segregated to collateralize certain unfunded commitments.
(H)Non-U.S. company or principal place of business outside the U.S. and as a result the investment is not a qualifying asset under Section 55(a) of the Investment Company Act. Under the Investment Company Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Company's total assets.
(I)Deemed an investment company under Section 3(c) of the Investment Company Act and as a result the investment is not a qualifying asset under Section 55(a) of the Investment Company Act.  Under the Investment Company Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Company's total assets.
(J)Publicly traded company with a market capitalization greater than $250 million and as a result the investment is not a qualifying asset under Section 55(a) of the Investment Company Act. Under the Investment Company Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Company's total assets.
(K)Negative balances relate to an unfunded commitment that was acquired and/or valued at a discount.
(L)In addition to the stated coupon, investment has an exit fee payable upon repayment of the loan in an amount equal to the percentage of the original principal amount shown.
(M)All cash and investments, except those referenced in Notes G above, are pledged as collateral under certain debt as described in Note 4 to the Consolidated Financial Statements.
(N)Inputs in the valuation of this investment included certain unobservable inputs that were significant to the valuation as a whole.
(O)36th Street Capital Partners Holdings, LLC holds common and preferred interests in a pool of equipment loans and leases made by 36th Street Capital Partners, LLC.

LIBOR or EURIBOR resets monthly (M), quarterly (Q), semiannually (S), or annually (A).
 
During 2019, we transitioned our industry classification system for financial reporting purposes to more closely align with the system generally used by the Advisor for portfolio management purposes. As part of this transition, we are generally classifying the industries of our portfolio companies based on the primary end market served rather than the product or service directed to those end markets. The Consolidated Schedule of Investments as of December 31, 2018 reflects the industry classification system prior to this transition.

Aggregate acquisitions and aggregate dispositions of investments, other than government securities, totaled $700,024,114 and $596,374,086, respectively, for the twelve months ended December 31, 2019. Aggregate acquisitions includes investment assets received as payment in kind. Aggregate dispositions includes principal paydowns on and maturities of debt investments. The total value of restricted securities and bank debt as of December 31, 2019 was $1,605,565,013 or 94.8% of total cash and investments of the Company. As of December 31, 2019, approximately 9.3% of the total assets of the Company were not qualifying assets under Section 55(a) of the 1940 Act.

See accompanying notes to the consolidated financial statements.

21






BlackRock TCP Capital Corp.

Consolidated Statements of Operations (Unaudited)
 Three Months Ended March 31,
 2020 2019
Investment income   
Interest income (excluding PIK):   
Companies less than 5% owned$35,989,337
 $42,956,654
Companies 5% to 25% owned552,275
 729,267
Companies more than 25% owned1,676,256
 896,257
PIK interest income:   
Companies less than 5% owned1,411,631
 1,678,016
Companies 5% to 25% owned1,002,130
 716,626
Dividend income:   
Companies more than 25% owned428,419
 480,404
Lease income:   
Companies more than 25% owned38,136
 74,457
Other income:   
Companies less than 5% owned153,014
 8,848
Total investment income41,251,198
 47,540,529
    
Operating expenses   
Interest and other debt expenses10,955,646
 10,687,633
Management and advisory fees6,117,043
 6,034,741
Administrative expenses539,947
 599,559
Legal fees, professional fees and due diligence expenses498,410
 437,137
Director fees232,232
 188,798
Insurance expense175,080
 127,328
Custody fees111,667
 99,609
Incentive fee
 5,353,416
Other operating expenses568,249
 692,210
Total operating expenses19,198,274
 24,220,431
    
Net investment income22,052,924
 23,320,098
    
Realized and unrealized gain (loss) on investments and foreign currency   
Net realized gain (loss):   
Investments in companies less than 5% owned4,794,459
 (300,322)
Investments in companies 5% to 25% owned
 43,320
Investments in companies more than 25% owned162,012
 
Net realized gain (loss)4,956,471
 (257,002)
    
Change in net unrealized appreciation/depreciation(96,490,806) 1,058,724
Net realized and unrealized gain (loss)(91,534,335) 801,722
    
Net increase (decrease) in net assets resulting from operations$(69,481,411) $24,121,820
    
Basic and diluted earnings (loss) per common share$(1.18) $0.41
    
Basic and diluted weighted average common shares outstanding58,668,432
 58,767,442










See accompanying notes to the consolidated financial statements.

23






BlackRock TCP Capital Corp.

Consolidated Statements of Changes in Net Assets (Unaudited)

  Common Stock Paid in Capital
in Excess of Par
 Distributable earnings (loss) Total Net
Assets
  Shares Par Amount 
Balance at December 31, 2018 58,774,607
 $58,775
 $1,000,073,183
 $(169,657,231) $830,474,727
Issuance of common stock from dividend reinvestment plan 193
 
 2,738
 
 2,738
Repurchase of common stock (9,000) (9) (125,670) 
 (125,679)
Net investment income 
 
 
 23,320,098
 23,320,098
Net realized and unrealized gain 
 
 
 801,722
 801,722
Regular dividends paid to common shareholders 
 
 
 (21,155,619) (21,155,619)
Balance at March 31, 2019 58,765,800
 $58,766
 $999,950,251
 $(166,691,030) $833,317,987
           
           
           
           
  Common Stock Paid in Capital
in Excess of Par
 Distributable earnings (loss) Total Net
Assets
  Shares Par Amount 
Balance at December 31, 2019 58,766,426
 $58,766
 $997,379,362
 $(221,119,742) $776,318,386
Issuance of common stock from dividend reinvestment plan 486
 1
 3,038
 
 3,039
Repurchase of common stock (1,000,000) (1,000) (6,099,190) 
 (6,100,190)
Net investment income 
 
 
 22,052,924
 22,052,924
Net realized and unrealized loss 
 
 
 (91,534,335) (91,534,335)
Regular dividends paid to common shareholders 
 
 
 (21,155,913) (21,155,913)
Balance at March 31, 2020 57,766,912
 $57,767
 $991,283,210
 $(311,757,066) $679,583,911

  




























See accompanying notes to the consolidated financial statements.

24






BlackRock TCP Capital Corp.

Consolidated Statements of Cash Flows (Unaudited)
 Three Months Ended March 31,
 2020 2019
Operating activities   
Net increase (decrease) in net assets applicable to common shareholders resulting from operations$(69,481,411) $24,121,820
Adjustments to reconcile net increase (decrease) in net assets applicable to common shareholders resulting from operations to net cash provided by (used in) operating activities:   
Net realized gain (loss)(4,956,471) 257,002
Change in net unrealized appreciation/depreciation of investments96,620,032
 (1,058,816)
Net amortization of investment discounts and premiums(1,987,612) (2,950,121)
Amortization of original issue discount on convertible debt296,039
 305,838
Interest and dividend income paid in kind(2,413,761) (2,394,642)
Amortization of deferred debt issuance costs897,181
 906,641
Changes in assets and liabilities:   
Purchases of investment securities(140,555,042) (147,747,739)
Proceeds from sales, maturities and pay downs of investments76,880,873
 146,351,859
Decrease (increase) in accrued interest income - companies less than 5% owned(392,228) 312,309
Increase in accrued interest income - companies 5% to 25% owned(64,640) (428,392)
Increase in accrued interest income - companies more than 25% owned(44,224) (43,989)
Decrease (increase) in receivable for investments sold806,097
 (433,969)
Decrease (increase) in prepaid expenses and other assets(1,904,854) 3,037,679
Increase (decrease) in payable for investments purchased(8,232,446) 9,810,755
Decrease in incentive compensation payable(4,753,671) (486,930)
Decrease in interest payable(6,412,308) (2,956,112)
Decrease in payable to the Advisor(247,361) (499,446)
Increase (decrease) in management and advisory fees payable501,214
 (5,247,344)
Decrease in accrued expenses and other liabilities(441,343) (246,499)
Net cash provided by (used in) operating activities(65,885,936) 20,609,904
    
Financing activities   
Borrowings118,085,624
 95,000,000
Repayments of debt(61,220,304) (95,500,000)
Dividends paid to common shareholders(21,155,913) (21,155,619)
Repurchase of common shares(6,100,190) (125,679)
Proceeds from shares issued in connection with dividend reinvestment plan3,039
 2,738
Net cash provided by (used in) financing activities29,612,256
 (21,778,560)
    
Net decrease in cash and cash equivalents (including restricted cash)(36,273,680) (1,168,656)
Cash and cash equivalents (including restricted cash) at beginning of period44,848,539
 27,920,402
Cash and cash equivalents (including restricted cash) at end of period$8,574,859
 $26,751,746
    
Supplemental cash flow information   
Interest payments$15,823,217
 $12,233,405
Excise tax payments$
 $











See accompanying notes to the consolidated financial statements.

25






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



1. Organization and Nature of Operations

BlackRock TCP Capital Corp. (the “Company”), formerly known as TCP Capital Corp., is a Delaware corporation formed on April 2, 2012 as an externally managed, closed-end, non-diversified management investment company. The Company elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). The Company’s investment objective is to achieve high total returns through current income and capital appreciation, with an emphasis on principal protection. The Company invests primarily in the debt of middle-market companies as well as small businesses, including senior secured loans, junior loans, mezzanine debt and bonds. Such investments may include an equity component, and, to a lesser extent, the Company may make equity investments directly. The Company was formed through the conversion on April 2, 2012 of the Company’s predecessor, Special Value Continuation Fund, LLC, from a limited liability company to a corporation in a non-taxable transaction, leaving the Company as the surviving entity. On April 3, 2012, the Company completed its initial public offering.

Investment operations are conducted through the Company's wholly-owned subsidiaries, Special Value Continuation Partners LLC, a Delaware limited liability company ("SVCP"), TCPC Funding I, LLC, a Delaware limited liability company (“TCPC Funding”), and TCPC SBIC, LP, a Delaware limited partnership (the “SBIC”). SVCP was organized as a limited partnership and had elected to be regulated as a BDC under the 1940 Act through July 31, 2018. On August 1, 2018, SVCP withdrew its election to be regulated as a BDC under the 1940 Act and withdrew the registration of its common limited partner interests under Section 12(g) of the Securities Exchange Act of 1934 and, on August 2, 2018, terminated its general partner, Series H of SVOF/MM, LLC, and converted to a Delaware limited liability company. The SBIC was organized in June 2013, and, on April 22, 2014, received a license from the United States Small Business Administration (the “SBA”) to operate as a small business investment company under the provisions of Section 301(c) of the Small Business Investment Act of 1958. These consolidated financial statements include the accounts of the Company, SVCP, TCPC Funding and the SBIC. All significant intercompany transactions and balances have been eliminated in the consolidation.

The Company has elected to be treated as a regulated investment company (“RIC”) for U.S. federal income tax purposes. As a RIC, the Company will not be taxed on its income to the extent that it distributes such income each year and satisfies other applicable income tax requirements. TCPC Funding and the SBIC have elected to be treated as partnerships for U.S. federal income tax purposes. SVCP was treated as a partnership for U.S. federal income tax purposes through August 1, 2018 and upon its conversion to a limited liability company on August 2, 2018 and thereafter is and will be treated as a disregarded entity.

Series H of SVOF/MM, LLC serves as the administrator of the Company (the “Administrator”). The managing member of SVOF/MM is Tennenbaum Capital Partners, LLC (the “Advisor”), which serves as the investment manager to the Company, TCPC Funding, and the SBIC. On August 1, 2018, the Advisor merged with and into a wholly-owned subsidiary of BlackRock Capital Investment Advisors, LLC, an indirect wholly-owned subsidiary of BlackRock, Inc., with the Advisor as the surviving entity.

Company management consists of the Advisor and the Company’s board of directors. The Advisor directs and executes the day-to-day operations of the Company, subject to oversight from the board of directors, which sets the broad policies of the Company. The board of directors of the Company has delegated investment management of SVCP’s assets to the Advisor. The board of directors consists of eight persons, six of whom are independent.

2. Summary of Significant Accounting Policies

Basis of Presentation

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

26






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

2. Summary of Significant Accounting Policies — (continued)

Companies. The Company has consolidated the results of its wholly owned subsidiaries in its consolidated financial statements in accordance with ASC Topic 946. The following is a summary of the significant accounting policies of the Company.

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, as well the reported amounts of revenues and expenses during the reporting periods presented. Although management believes these estimates and assumptions to be reasonable, actual results could differ from those estimates and such differences could be material.

Investment Valuation

The Company’s investments are generally held by SVCP, TCPC Funding or the SBIC. Management values investments at fair value in accordance with GAAP, based upon the principles and methods of valuation set forth in policies adopted by the board of directors. Fair value is generally defined as the amount for which an investment would be sold in an orderly transaction between market participants at the measurement date.

All investments are valued at least quarterly based on quotations or other affirmative pricing from independent third-party sources, with the exception of investments priced directly by the Advisor which in the aggregate comprise less than 5% of the capitalization of the Company. Investments listed on a recognized exchange or market quotation system, whether U.S. or foreign, are valued using the closing price on the date of valuation.

Investments not listed on a recognized exchange or market quotation system, but for which reliable market quotations are readily available are valued using prices provided by a nationally recognized pricing service or by using quotations from broker-dealers.

Investments for which market quotations are either not readily available or are determined to be unreliable are priced at fair value using affirmative valuations performed by independent valuation services approved by the board of directors or, for investments aggregating less than 5% of the total capitalization of the Company, using valuations determined directly by the Advisor. Such valuations are determined under a documented valuation policy that has been reviewed and approved by the board of directors.

Generally, to increase objectivity in valuing the investments, the Advisor will utilize external measures of value, such as public markets or third-party transactions, whenever possible. The Advisor’s valuation is not based on long-term work-out value, immediate liquidation value, nor incremental value for potential changes that may take place in the future. The values assigned to investments are based on available information and do not necessarily represent amounts that might ultimately be realized, as these amounts depend on future circumstances and cannot reasonably be determined until the individual investments are actually liquidated. Such circumstances may include macroeconomic, geopolitical and other events and conditions such as the current COVID-19 pandemic that may significantly impact the profitability or viability of businesses in which the Company is invested, and therefore may significantly impact the return on and realizability of the Company’s investments. The foregoing policies apply to all investments, including any in companies and groups of affiliated companies aggregating more than 5% of the Company’s assets.

Fair valuations of investments in each asset class are determined using one or more methodologies including market quotations, the market approach, income approach, or, in the case of recent investments, the cost approach, as appropriate. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets. Such information may include observed multiples of earnings and/or revenues at which

27






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

2. Summary of Significant Accounting Policies — (continued)

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

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

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

Investments may be categorized based on the types of inputs used in valuing such investments. The level in the GAAP valuation hierarchy in which an investment falls is based on the lowest level input that is significant to the valuation of the investment in its entirety. Transfers between levels are recognized as of the beginning of the reporting period.

At March 31, 2020, the Company’s investments were categorized as follows:
Level Basis for Determining Fair Value Bank Debt 
Other
Corporate Debt
 
Equity
Securities
1 Quoted prices in active markets for identical assets $
 $
 $
2 Other direct and indirect observable market inputs * 37,017,320
 
 
3 Independent third-party valuation sources that employ significant unobservable inputs 1,408,564,028
 76,453,725
 100,870,636
3 Advisor valuations with significant unobservable inputs 
 
 3,013,165
Total   $1,445,581,348
 $76,453,725
 $103,883,801
______________
*For example, quoted prices in inactive markets or quotes for comparable investments


28






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

2. Summary of Significant Accounting Policies — (continued)

Unobservable inputs used in the fair value measurement of Level 3 investments as of March 31, 2020 included the following:
Asset Type Fair Value Valuation Technique Unobservable Input 
Range (Weighted Avg.)
Bank Debt $1,216,821,170
 Income approach Discount rate 6.6% - 51.3% (10.6%)
  117,413,619
 Market quotations Indicative bid/ask quotes 1 (1)
  1,544,362
 Market comparable companies Revenue multiples 4.4x (4.4x)
  72,784,877
 Market comparable companies EBITDA multiples 5.4x - 12.6x (10.7x)
Other Corporate Debt 31,692,000
 Income approach Discount rate 23.8% (23.8%)
  40,834,419
 Market comparable companies Book value multiples
 1.3x (1.3x)
  3,709,159
 Market comparable companies Revenue multiples 4.4x (4.4x)
  218,147
 Market comparable companies EBITDA multiples 6.9x (6.9x)
Equity 9,484,599
 Income approach Discount rate 5.9% - 10.5% (9.5%)
  14,900,721
 Market quotations Indicative bid/ask quotes 1 (1)
  11,781,481
 Option Pricing Model EBITDA/Revenue multiples 1.0x - 24.5x (4.0x)
      Implied volatility 30.0% - 200.0% (40.7%)
      Yield 0.0% (0.0%)
      Term 0.8 years - 5.0 years (2.1 years)
  1,447,158
 Market comparable companies Revenue multiples 0.3x - 4.4x (1.1x)
  14,434,785
 Market comparable companies EBITDA multiples 2.5x - 12.6x (6.0x)
  27,887,607
 Market comparable companies Book value multiples
 1.3x (1.3x)
  23,947,450
 Other *  N/A N/A
  $1,588,901,554
      
______________
*Fair value was determined based on the most recently available net asset value of the issuer adjusted for identified changes in the valuations of the underlying portfolio of the issuer through the measurement date.
Weighted by fair value

Certain fair value measurements may employ more than one valuation technique, with each valuation technique receiving a relative weight between 0% and 100%. Generally, a change in an unobservable input may result in a change to the value of an investment as follows:

Input 
Impact to Value if
Input Increases
 
Impact to Value if
Input Decreases
Discount rate Decrease Increase
Revenue multiples Increase Decrease
EBITDA multiples Increase Decrease
Book value multiples Increase Decrease
Implied volatility Increase Decrease
Term Increase Decrease
Yield Increase Decrease
 



29






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

2. Summary of Significant Accounting Policies — (continued)

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

 Independent Third-Party Valuation
 Bank Debt 
Other
Corporate Debt
 
Equity
Securities
Beginning balance$1,312,492,099
 $85,962,603
 $111,994,829
Net realized and unrealized gains (losses)(51,401,936) (9,508,878) (15,833,406)
Acquisitions *115,437,916
 10,752
 12,517,409
Dispositions(44,598,972) (10,752) (7,808,196)
Transfers into Level 3
83,790,120
 
 
Transfers out of Level 3
(7,155,199) 
 
Ending balance$1,408,564,028
 $76,453,725
 $100,870,636
      
Net change in unrealized appreciation/depreciation during the period on investments still held at period end (included in net realized and unrealized gains/losses, above)$(51,186,966) $(9,508,879) $(15,671,067)
______________
*Includes payments received in kind and accretion of original issue and market discounts

Comprised of five investments that were transferred from Level 2 due to reduced trading volumes

Comprised of one investment that was transferred to Level 2 due to increased observable market activity

 

 Advisor Valuation
 Bank Debt Other
Corporate Debt
 Equity
Securities
Beginning balance$
 $
 $2,318,128
Net realized and unrealized gains (losses)
 
 818,977
Dispositions
 
 (123,940)
Ending balance$
 $
 $3,013,165
      
Net change in unrealized appreciation/depreciation during the period on investments still held at period end (included in net realized and unrealized gains/losses, above)$
 $
 $818,977


30






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

2. Summary of Significant Accounting Policies — (continued)

At December 31, 2019, the Company’s investments were categorized as follows:
Level Basis for Determining Fair Value Bank Debt 
Other
Corporate Debt
 
Equity
Securities
1 Quoted prices in active markets for identical assets $
 $
 $
2 Other direct and indirect observable market inputs * 136,739,236
 
 
3 Independent third-party valuation sources that employ significant unobservable inputs 1,312,492,099
 85,962,603
 111,994,829
3 Advisor valuations with significant unobservable inputs 
 
 2,318,128
Total   $1,449,231,335
 $85,962,603
 $114,312,957
______________
*For example, quoted prices in inactive markets or quotes for comparable investments

Unobservable inputs used in the fair value measurement of Level 3 investments as of December 31, 2019 included the following:
Asset Type Fair Value Valuation Technique Unobservable Input 
Range (Weighted Avg.)
Bank Debt $1,147,288,529
 Income approach Discount rate 6.7% - 46.3% (9.9%)
  96,585,498
 Market quotations Indicative bid/ask quotes 1 (1)
  24,268,604
 Market comparable companies Revenue multiples 3.6x - 4.4x (3.6x)
  44,349,468
 Market comparable companies EBITDA multiples 6.5x - 14.3x (10.8x)
Other Corporate Debt 37,604,800
 Income approach Discount rate 12.3% (12.3%)
  40,834,419
 Market comparable companies Book value multiples
 1.3x (1.3x)
  3,814,956
 Market comparable companies Revenue multiples 4.4x (4.4x)
  3,708,428
 Market comparable companies EBITDA multiples 8.0x (8.0x)
Equity 4,647,680
 Income approach Discount rate 3.6% - 3.7% (3.7%)
  14,412,746
 Market quotations Indicative bid/ask quotes 1 (1)
  18,048,138
 Option Pricing Model EBITDA/Revenue multiples 1.2x - 27.2x (8.3x)
      Implied volatility 30.0% - 200.0% (27.4%)
      Yield 0.0% (0.0%)
      Term 0.5 years - 3.5 years (1.4 years)
  2,012,088
 Market comparable companies Revenue multiples 0.3x - 4.4x (2.0x)
  22,360,141
 Market comparable companies EBITDA multiples 2.5x - 14.3x (9.1x)
  31,682,859
 Market comparable companies Book value multiples
 1.3x (1.3x)
  21,149,305
 Other *  N/A N/A
  $1,512,767,659
      
______________
*Fair value was determined based on the most recently available net asset value of the issuer adjusted for identified changes in the valuations of the underlying portfolio of the issuer through the measurement date.
Weighted by fair value



31






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

2. Summary of Significant Accounting Policies — (continued)

Changes in investments categorized as Level 3 during the three months ended March 31, 2019 were as follows:

 Independent Third-Party Valuation
 Bank Debt 
Other
Corporate Debt
 
Equity
Securities
Beginning balance$1,369,456,684
 $78,250,150
 $79,804,988
Net realized and unrealized gains (losses)(2,867,511) 1,436,695
 1,858,671
Acquisitions *146,325,834
 759,965
 6,001,046
Dispositions(141,013,918) 
 (5,305,256)
Transfers into Level 3
9,339,062
 
 
Reclassification within Level 3

 
 (814,640)
Ending balance$1,381,240,151
 $80,446,810
 $81,544,809
      
Net change in unrealized appreciation/depreciation during the period on investments still held at period end (included in net realized and unrealized gains/losses, above)$(1,316,000) $1,436,695
 $1,858,671
______________
*Includes payments received in kind and accretion of original issue and market discounts

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

Comprised of one investment that was reclassified to Advisor Valuation

 Advisor Valuation
 Bank Debt 
Other
Corporate Debt
 
Equity
Securities
Beginning balance$
 $
 $1,524,143
Net realized and unrealized gains (losses)
 
 45,781
Dispositions
 
 (43,297)
Reclassification within Level 3 *
 
 814,640
Ending balance$
 $
 $2,341,267
      
Net change in unrealized appreciation/depreciation during the period on investments still held at period end (included in net realized and unrealized gains/losses, above)$
 $
 $28,739
______________
*Comprised of one investment that was reclassified from Independent Third-Party Valuation






32






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

2. Summary of Significant Accounting Policies — (continued)

Investment Transactions

Investment transactions are recorded on the trade date, except for private transactions that have conditions to closing, which are recorded on the closing date. The cost of investments purchased is based upon the purchase price plus those professional fees which are specifically identifiable to the investment transaction. Realized gains and losses on investments are recorded based on the specific identification method, which typically allocates the highest cost inventory to the basis of investments sold.

Cash and Cash Equivalents

Cash consists of amounts held in accounts with brokerage firms and the custodian bank. Cash equivalents consist of highly liquid investments with an original maturity of generally three months or less. Cash equivalents are carried at amortized cost which approximates fair value. Cash equivalents are classified as Level 1 in the GAAP valuation hierarchy. There was no restricted cash at March 31, 2020 or December 31, 2019.

Restricted Investments

The Company may invest without limitation in instruments that are subject to legal or contractual restrictions on resale. These instruments generally may be resold to institutional investors in transactions exempt from registration or to the public if the securities are registered. Disposal of these investments may involve time-consuming negotiations and additional expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted investments is included at the end of the Consolidated Schedule of Investments. Restricted investments, including any restricted investments in affiliates, are valued in accordance with the investment valuation policies discussed above.

Foreign Investments

The Company may invest in instruments traded in foreign countries and denominated in foreign currencies. Foreign currency denominated investments comprised approximately 0.5% and 0.5% of total investments at March 31, 2020 and December 31, 2019, respectively. Such positions were converted at the respective closing foreign exchange rates in effect at March 31, 2020 and December 31, 2019 and reported in U.S. dollars. Purchases and sales of investments and income and expense items denominated in foreign currencies, when they occur, are translated into U.S. dollars based on the foreign exchange rates in effect on the respective dates of such transactions. The portion of gains and losses on foreign investments resulting from fluctuations in foreign currencies is included in net realized and unrealized gain or loss from investments.

Investments in foreign companies and securities of foreign governments may involve special risks and considerations not typically associated with investing in U.S. companies and securities of the U.S. government. These risks include, among other things, revaluation of currencies, less reliable information about issuers, different transaction clearance and settlement practices, and potential future adverse political and economic developments. Moreover, investments in foreign companies and securities of foreign governments and their markets may be less liquid and their prices more volatile than those of comparable U.S. companies and the U.S. government.

Derivatives

In order to mitigate certain currency exchange and interest rate risks, the Company may enter into certain derivative transactions. All derivatives are subject to a master netting agreement and are reported at their gross amounts as either assets or liabilities in the Consolidated Statements of Assets and Liabilities. Transactions entered into are accounted for using the mark-to-market method with the resulting change in fair value recognized in earnings for the current period. Risks may arise upon entering into these contracts from the potential inability of counterparties to meet the

33






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

2. Summary of Significant Accounting Policies — (continued)

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

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

Valuations of derivatives are determined using observable market inputs other than quoted prices in active markets for identical assets and, accordingly, are classified as Level 2 in the GAAP valuation hierarchy.

Deferred Debt Issuance Costs

Certain costs incurred in connection with the issuance and/or extension of debt of the Company and its subsidiaries were capitalized and are being amortized on a straight-line basis over the estimated life of the respective instruments. The impact of utilizing the straight-line amortization method versus the effective-interest method is not material to the operations of the Company.

Revenue Recognition

Interest and dividend income, including income paid in kind, is recorded on an accrual basis, when such amounts are considered collectible. Origination, structuring, closing, commitment and other upfront fees, including original issue discounts, earned with respect to capital commitments are generally amortized or accreted into interest income over the life of the respective debt investment, as are end-of-term or exit fees receivable upon repayment of a debt investment. Other fees, including certain amendment fees, prepayment fees and commitment fees on broken deals, are recognized as earned. Prepayment fees and similar income due upon the early repayment of a loan or debt security are recognized when earned and are included in interest income.

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

Income Taxes

The Company intends to comply with the requirements of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies, and to distribute substantially all of its taxable income to its shareholders. Therefore, no U.S. federal income tax provision is required. The income or loss of SVCP, TCPC Funding and the SBIC is reported in the respective members' or partners’ income tax returns, as applicable.

The tax returns of the Company, SVCP, TCPC Funding and the SBIC remain open for examination by tax authorities
for a period of three years from the date they are filed. No such examinations are currently pending. Management has analyzed tax laws and regulations and their application to the Company as of March 31, 2020, inclusive of the open tax return years, and does not believe that there are any uncertain tax positions that require recognition of a tax liability in the consolidated financial statements.

The final tax characterization of distributions is determined after the fiscal year and is reported on Form 1099 and in the Company’s annual report to shareholders. Distributions can be characterized as ordinary income, capital gains and/or return of capital. As of December 31, 2019, the Company had non-expiring capital loss carryforwards in the amount of $177,144,745 available to offset future realized capital gains.


34






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

2. Summary of Significant Accounting Policies — (continued)

As of March 31, 2020, gross unrealized appreciation and depreciation for investments and derivatives based on cost for U.S. federal income tax purposes were as follows:
 March 31, 2020
Tax basis of investments$1,762,309,019
  
Unrealized appreciation$27,320,266
Unrealized depreciation(163,710,411)
Net unrealized depreciation$(136,390,145)


Recent Accounting Pronouncements
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework- Changes to the Disclosure Requirements for Fair Value Measurement. The updated guidance modifies the disclosure requirements on fair value measurements by (1) removing certain disclosure requirements including policies related to valuation processes and the timing of transfers between levels of the fair value hierarchy, (2) amending disclosure requirements related to measurement uncertainty from the use of significant unobservable inputs, and (3) adding certain new disclosure requirements including changes in unrealized gains and losses for the period included in other comprehensive income (loss) for recurring Level 3 fair value measurements held at the end of the reporting period and the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. ASU No. 2018-13 is effective for fiscal years beginning after December 15, 2019, including interim periods therein, with early adoption permitted. The Company adopted this pronouncement in the fourth quarter of 2018. The adoption of this pronouncement did not have a material impact on the Company’s consolidated financial statements.

On August 17, 2018, the U.S. Securities and Exchange Commission issued a final rule under SEC Release No. 33-10532, Disclosure Update and Simplification, that reduces or eliminates certain disclosure requirements under Regulation S-X, and expands others. Expanded disclosures include new requirements to disclose for interim periods (1) changes in stockholder’s equity and (2) the amount of dividend per share for each class of shares. The Company adopted the final rule as of December 31, 2018. The adoption of this rule did not have a material impact on the Company’s consolidated financial statements.

3. Management Fees, Incentive Compensation and Other Expenses

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

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

Incentive compensation is only incurred to the extent the Company’s cumulative total return (after incentive compensation) exceeds a 7% annual rate on daily weighted-average contributed common equity. Subject to that limitation, incentive compensation is calculated on ordinary income (before incentive compensation) and net realized gains (net of any unrealized depreciation) at rates of 17.5% on income since the fee reduction on February 8, 2019 and

35






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

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


20% previously. Incentive compensation is computed as the difference between incentive compensation earned and incentive compensation paid, subject to the total return hurdle, on a cumulative basis since January 1, 2013, and is payable quarterly in arrears. As of March 31, 2020, the Company's cumulative total return did not exceed the total return hurdle and, as a result, no incentive compensation was accrued for the quarter ended March 31, 2020.

A reserve for incentive compensation is accrued based on the amount of any additional incentive compensation that would have been payable to the Advisor assuming a hypothetical liquidation of the Company at net asset value on the balance sheet date. As of March 31, 2020 and December 31, 2019, no such reserve was accrued.

Through December 31, 2017, the incentive compensation was an equity allocation to SVCP’s general partner under its limited partnership agreement (the “LPA”). On January 29, 2018, SVCP amended and restated its limited partnership agreement, effective as of January 1, 2018, to convert the existing incentive compensation structure from a profit allocation and distribution to SVCP’s general partner to a fee payable to the Advisor pursuant to the then-existing investment management agreements. The amendment had no impact on the amount of the incentive compensation paid or services received by the Company.

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

4. Leverage

Leverage is comprised of convertible senior unsecured notes due March 2022 issued by the Company (the “2022 Convertible Notes”), unsecured notes due August 2022 issued by the Company (the “2022 Notes”), unsecured notes due August 2024 issued by the Company (the “2024 Notes”), amounts outstanding under a senior secured revolving, multi-currency credit facility issued by SVCP (the “SVCP Facility”), amounts outstanding under a senior secured revolving credit facility issued by TCPC Funding (the “TCPC Funding Facility”) and debentures guaranteed by the SBA (the “SBA Debentures”). Prior to being replaced by the SVCP Facility on February 26, 2018, leverage included $116.0 million in available debt under a senior secured revolving credit facility issued by SVCP (the “SVCP 2018 Facility”). Prior to its maturity on December 15, 2019, leverage also included convertible senior unsecured notes due December 2019 issued by the Company (the “2019 Convertible Notes”).

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

L+2.00%
 
$108,362,940
 $161,637,060
 $270,000,000
TCPC Funding Facility2023 L+2.00%
 
215,000,000
 85,000,000
 300,000,000
SBA Debentures 2024−2029 2.63%
§ 
138,000,000
 12,000,000
 150,000,000
2022 Convertible Notes ($140 million par)2022 4.625% 138,739,857
 
 138,739,857
2022 Notes ($175 million par)2022 4.125% 174,681,290
 
 174,681,290
2024 Notes ($200 million par)2024 3.900% 197,891,341
 
 197,891,341
Total leverage    972,675,428
 $258,637,060
 $1,231,312,488
Unamortized issuance costs    (7,217,414)    
Debt, net of unamortized issuance costs    $965,458,014
    



36






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

4. Leverage — (continued)


______________
*
Except for the convertible notes, the 2022 Notes and the 2024 Notes, all carrying values are the same as the principal amounts outstanding.
As of March 31, 2020, $8.2 million of the outstanding amount bore interest at a rate of EURIBOR + 2.00%
Subject to certain funding requirements
§Weighted-average interest rate, excluding fees of 0.36% or 0.35%
**
In April 2020, the maturity was extended to May 6, 2024
        
Total leverage outstanding and available at December 31, 2019 was as follows: 
 Maturity Rate Carrying Value* Available 
Total
Capacity
SVCP Facility2023 L+2.00%
 
$108,497,620
 $161,502,380
 $270,000,000
TCPC Funding Facility2023 L+2.00%
 
158,000,000
 142,000,000
 300,000,000
SBA Debentures 2024−2029 2.63%
§ 
138,000,000
 12,000,000
 150,000,000
2022 Convertible Notes ($140 million par)2022 4.625% 138,584,313
 
 138,584,313
2022 Notes ($175 million par)2022 4.125% 174,649,566
 
 174,649,566
2024 Notes ($200 million par)2024 3.900% 197,782,572
 
 197,782,572
Total leverage    915,514,071
 $315,502,380
 $1,231,016,451
Unamortized issuance costs    (7,711,684)    
Debt, net of unamortized issuance costs    $907,802,387
    
______________
*Except for the convertible notes, the 2022 Notes and the 2024 Notes, all carrying values are the same as the principal amounts outstanding.
As of December 31, 2019, $8.3 million of the outstanding amount bore interest at a rate of EURIBOR + 2.00%
Subject to certain funding requirements
§Weighted-average interest rate, excluding fees of 0.36% or 0.35%

The combined weighted-average interest rates on total leverage outstanding at March 31, 2020 and December 31, 2019 were 3.73% and 3.84%, respectively.

Total expenses related to debt included the following: 
 Three Months Ended March 31,
 2020 2019
Interest expense$9,706,948
 $9,583,131
Amortization of deferred debt issuance costs897,181
 906,641
Commitment fees351,517
 197,861
Total$10,955,646
 $10,687,633
    
Outstanding leverage is carried at amortized cost in the Consolidated Statements of Assets and Liabilities. As of March 31, 2020, the estimated fair values of the SVCP Facility, the TCPC Funding Facility and the SBA Debentures approximated their carrying values, and the 2022 Convertible Notes, the 2022 Notes and the 2024 Notes had estimated fair values of $123.9 million, $159.3 million and $170.0 million, respectively. As of December 31, 2019, the estimated fair values of the SVCP Facility, the TCPC Funding Facility and the SBA Debentures approximated their carrying values, and the 2022 Convertible Notes, the 2022 Notes and the 2024 Notes had estimated fair values of $144.0 million, $181.6 million and $205.0 million, respectively. The estimated fair values of the SVCP Facility, the TCPC Funding Facility and the SBA Debentures were determined by discounting projected remaining payments using market interest

37






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

4. Leverage — (continued)


rates for borrowings of the Company and entities with similar credit risks at the measurement date. The estimated fair values of the 2022 Convertible Notes, 2022 Notes and 2024 Notes were determined using market quotations. The estimated fair values of the SVCP Facility, the SVCP 2018 Facility, the TCPC Funding Facility, the convertible notes, the 2022 Notes, the 2024 Notes and the SBA Debentures as prepared for disclosure purposes were deemed to be Level 3 in the GAAP valuation hierarchy.

Convertible Unsecured Notes

On June 11, 2014, the Company issued $108.0 million of convertible senior unsecured notes that matured on December 15, 2019. The 2019 Convertible Notes were general unsecured obligations of the Company, and ranked structurally junior to the SVCP Facility, TCPC Funding Facility and the SBA Debentures. The Company did not have the right to redeem the 2019 Convertible Notes prior to maturity. The 2019 Convertible Notes bore interest at an annual rate of 5.25%, paid semi-annually. In certain circumstances, the 2019 Convertible Notes could have been converted into cash, shares of the Company’s common stock or a combination of cash and shares of common stock (such combination to be at the Company’s election), at an initial conversion rate of 50.9100 shares of common stock per one thousand dollar principal amount, which is equivalent to an initial conversion price of approximately $19.64 per share of common stock, subject to customary anti-dilutional adjustments. The initial conversion price was approximately 12.5% above the $17.46 per share closing price of the Company’s common stock on June 11, 2014. Prior to its maturity on December 15, 2019, the principal amount of the 2019 Convertible Notes exceeded the value of the conversion rate multiplied by the per share closing price of the Company’s common stock. Therefore, no additional shares were added to the calculation of diluted earnings per common share and weighted average common shares outstanding.

Prior to the close of business on the business day immediately preceding June 15, 2019, holders were permitted to convert their 2019 Convertible Notes only under certain circumstances set forth in the indenture governing the terms of the 2019 Convertible Notes. On or after June 15, 2019 until the close of business on the scheduled trading day immediately preceding December 15, 2019, holders may have converted their 2019 Convertible Notes at any time. Upon conversion, the Company would pay or deliver, as the case may be, at its election, cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, subject to the requirements of the indenture. No notes were converted prior to the notes maturing on December 15, 2019.

On August 30, 2016, the Company issued $140.0 million of convertible senior unsecured notes that mature on March 1, 2022, unless previously converted or repurchased in accordance with their terms. The 2022 Convertible Notes are general unsecured obligations of the Company, and rank structurally junior to the SVCP Facility and the TCPC Funding Facility. The Company does not have the right to redeem the 2022 Convertible Notes prior to maturity. The 2022 Convertible Notes bear interest at an annual rate of 4.625%, payable semi-annually. In certain circumstances, the 2022 Convertible Notes will be convertible into cash, shares of the Company’s common stock or a combination of cash and shares of common stock (such combination to be at the Company’s election), at an initial conversion rate of 54.5019 shares of common stock per one thousand dollar principal amount of the 2022 Convertible Notes, which is equivalent to an initial conversion price of approximately $18.35 per share of common stock, subject to customary anti-dilutional adjustments. The initial conversion price was approximately 10.0% above the $16.68 per share closing price of the Company’s common stock on August 30, 2016. At March 31, 2020, the principal amount of the 2022 Convertible Notes exceeded the value of the conversion rate multiplied by the per share closing price of the Company’s common stock. Therefore, no additional shares have been added to the calculation of diluted earnings per common share and weighted average common shares outstanding.

Prior to the close of business on the business day immediately preceding September 1, 2021, holders may convert their 2022 Convertible Notes only under certain circumstances set forth in the indenture governing the terms of the 2022 Convertible Notes. On or after September 1, 2021 until the close of business on the scheduled trading day immediately preceding March 1, 2022, holders may convert their 2022 Convertible Notes at any time. Upon conversion, the Company

38






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

4. Leverage — (continued)


will pay or deliver, as the case may be, at its election, cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, subject to the requirements of the indenture.

The 2019 Convertible Notes and 2022 Convertible Notes were accounted for in accordance with ASC Topic 470-20 – Debt with Conversion and Other Options. Upon conversion of any of the 2022 Convertible Notes, the Company intends to pay the outstanding principal amount in cash and, to the extent that the conversion value exceeds the principal amount, has the option to pay the excess amount in cash or shares of the Company’s common stock (or a combination of cash and shares), subject to the requirements of the respective indenture. The Company has determined that the embedded conversion options in the 2019 Convertible Notes and 2022 Convertible Notes were not required to be separately accounted for as derivatives under GAAP. At the time of issuance the estimated values of the debt and equity components of the 2019 Convertible Notes were approximately 97.7% and 2.3%, respectively. At the time of issuance the estimated values of the debt and equity components of the 2022 Convertible Notes were approximately 97.6% and 2.4%, respectively.

The original issue discounts equal to the equity components of the 2019 Convertible Notes and 2022 Convertible Notes were recorded in “paid-in capital in excess of par” in the accompanying Consolidated Statements of Assets and Liabilities. As a result, the Company records interest expense comprised of both stated interest and amortization of the original issue discounts. At the time of issuance, the equity components of the 2019 Convertible Notes and the 2022 Convertible Notes were $2.5 million and $3.3 million, respectively. As of March 31, 2020 and December 31, 2019, the components of the carrying values of the 2019 Convertible Notes and 2022 Convertible Notes were as follows:

 March 31, 2020 December 31, 2019
 2019 Convertible
Notes
 2022 Convertible
Notes
 2019 Convertible
Notes
 2022 Convertible
Notes
Principal amount of debtN/A $140,000,000
 N/A $140,000,000
Original issue discount, net of accretionN/A (1,260,143) N/A (1,415,687)
Carrying value of debtN/A $138,739,857
 N/A $138,584,313

For the three months ended March 31, 2020 and 2019, the components of interest expense for the convertible notes were as follows:
 Three Months Ended March 31,
 2020 2019
 
2019
Convertible
Notes
 
2022
Convertible
Notes
 
2019
Convertible
Notes
 
2022
Convertible
Notes
Stated interest expenseN/A $1,618,750
 $1,417,500
 $1,618,750
Amortization of original issue discountN/A 155,544
 127,540
 147,869
Total interest expenseN/A $1,774,294
 $1,545,040
 $1,766,619
 
The estimated effective interest rate of the debt component of the 2019 Convertible Notes, equal to the stated interest of 5.25% plus the accretion of the original issue discount, was approximately 5.75% for the three months ended March 31, 2019. The estimated effective interest rate of the debt component of the 2022 Convertible Notes, equal to the stated interest of 4.625% plus the accretion of the original issue discount, was approximately 5.125% for the three months ended March 31, 2020 and March 31, 2019.



39






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

4. Leverage — (continued)


Unsecured Notes

On August 4, 2017, the Company issued $125.0 million of unsecured notes that mature on August 11, 2022, unless previously repurchased or redeemed in accordance with their terms. On November 3, 2017, the Company issued an additional $50.0 million of the 2022 Notes. The 2022 Notes bear interest at an annual rate of 4.125%, payable semi-annually, and all principal is due upon maturity. The 2022 Notes are general unsecured obligations of the Company and rank structurally junior to the SVCP Facility, TCPC Funding Facility and the SBA Debentures, and rank pari passu with the 2022 Convertible Notes and the 2024 Notes. The 2022 Notes may be redeemed in whole or part at the Company's option at a redemption price equal to par plus a "make whole" premium, as determined pursuant to the indenture governing the 2022 Notes, and any accrued and unpaid interest. The 2022 Notes were issued at a discount to the principal amount.

On August 23, 2019, the Company issued $150.0 million of unsecured notes that mature on August 23, 2024, unless previously repurchased or redeemed in accordance with their terms. On November 26, 2019, the Company issued an additional $50.0 million of the 2024 Notes. The 2024 Notes bear interest at an annual rate of 3.900%, payable semi-annually, and all principal is due upon maturity. The 2024 Notes are general unsecured obligations of the Company and rank structurally junior to the SVCP Facility, TCPC Funding Facility and the SBA Debentures, and rank pari passu with the 2022 Convertible Notes and the 2022 Notes. The 2024 Notes may be redeemed in whole or part at the Company's option at a redemption price equal to par plus a "make whole" premium, as determined pursuant to the indenture governing the 2024 Notes, and any accrued and unpaid interest. The 2024 Notes were issued at a discount to the principal amount.

As of March 31, 2020 and December 31, 2019, the components of the carrying value of the 2022 Notes and 2024 Notes were as follows:
 March 31, 2020 December 31, 2019
 2022 Notes 2024 Notes 2022 Notes 2024 Notes
Principal amount of debt$175,000,000
 $200,000,000
 $175,000,000
 $200,000,000
Original issue discount, net of accretion(318,710) (2,108,659) (350,434) (2,217,428)
Carrying value of debt$174,681,290
 $197,891,341
 $174,649,566
 $197,782,572

For the three months ended March 31, 2020 and 2019, the components of interest expense for the 2022 Notes and 2024 Notes were as follows:
 Three Months Ended March 31,
 2020 2019
 2022 Notes 2024 Notes 2022 Notes 2024 Notes
Stated interest expense$1,804,688
 $1,950,000
 $1,804,688
 N/A
Amortization of original issue discount31,725
 108,770
 30,430
 N/A
Total interest expense$1,836,413
 $2,058,770
 $1,835,118
 N/A

SVCP Facility

The SVCP Facility consists of a revolving, multi-currency credit facility which provides for amounts to be drawn up to $270.0 million, subject to certain collateral and other restrictions. The facility was amended on May 6, 2019 and subsequently on August 6, 2019 to (1) increase its capacity to $270.0 million, (2) reduce the interest rate by 0.25% to LIBOR plus 2.00%, and (3) extend the maturity date from February 28, 2022 to May 6, 2023, subject to extension by the lenders at the request of SVCP. The facility contains an accordion feature pursuant to which the credit line may

40






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

4. Leverage — (continued)


increase up to an aggregate of $300.0 million, subject to consent from the applicable lenders and other customary conditions. Most of the cash and investments held directly by SVCP, as well as the net assets of TCPC Funding and the SBIC, are included in the collateral for the facility.

Borrowings under the SVCP Facility generally bear interest at a rate of LIBOR plus 2.00%. In addition to amounts due on outstanding debt, the SVCP Facility accrues commitment fees of 0.50% per annum on the unused portion of the facility, or 2.25% per annum on the unused portion that is greater than 60% of the total facility. The SVCP Facility may be terminated, and any outstanding amounts thereunder may become due and payable, should SVCP fail to satisfy certain financial or other covenants. As of March 31, 2020, SVCP was in full compliance with such covenants.

SBA Debentures

As of March 31, 2020, the SBIC is able to issue up to $150.0 million in SBA Debentures, subject to funded regulatory capital and other customary regulatory requirements. As of March 31, 2020, SVCP had committed $75.0 million of regulatory capital to the SBIC, all of which had been funded. SBA Debentures are non-recourse and may be prepaid at any time without penalty. Once drawn, the SBIC debentures bear an interim interest rate of LIBOR plus 30 basis points. The rate then becomes fixed at the time of SBA pooling, which occurs twice each year, and is set to the then-current 10-year treasury rate plus a spread and an annual SBA charge.

SBA Debentures outstanding as of March 31, 2020 and December 31, 2019 were as follows:
Issuance Date Maturity Debenture
Amount
 Fixed
Interest Rate
 SBA
Annual Charge
September 24, 2014 September 1, 2024 $18,500,000
 3.02% 0.36%
March 25, 2015 March 1, 2025 9,500,000
 2.52% 0.36%
September 23, 2015 September 1, 2025 10,800,000
 2.83% 0.36%
March 23, 2016 March 1, 2026 4,000,000
 2.51% 0.36%
September 21, 2016 September 1, 2026 18,200,000
 2.05% 0.36%
September 20, 2017 September 1, 2027 14,000,000
 2.52% 0.36%
March 21, 2018 March 1, 2028 8,000,000
 3.19% 0.35%
September 19, 2018 September 1, 2028 15,000,000
 3.55% 0.35%
September 25, 2019 September 1, 2029 40,000,000
 2.28% 0.35%
    $138,000,000
 2.63%* 
_____________
*Weighted-average interest rate

TCPC Funding Facility

The TCPC Funding Facility is a senior secured revolving credit facility which provides for amounts to be drawn up to $300.0 million, subject to certain collateral and other restrictions. On May 7, 2019, the facility was amended to expand the total capacity by $50.0 million to $350.0 million. On June 3, 2019, the facility was amended to extend the maturity date to May 31, 2023. On November 4, 2019, the facility was amended to reduce the credit facility capacity by $50.0 million to $300.0 million. The facility contains an accordion feature which allows for expansion of the facility to up to $400.0 million subject to consent from the lender and other customary conditions. The cash and investments of TCPC Funding are included in the collateral for the facility.

Borrowings under the TCPC Funding Facility bear interest at a rate of LIBOR plus either 2.00% or 2.35% per annum, subject to certain funding requirements, plus an administrative fee of 0.25% per annum. In addition to amounts due on

41






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

4. Leverage — (continued)


outstanding debt, the facility accrues commitment fees of 0.25% per annum on the unused portion of the facility, or 0.50% per annum when the unused portion is greater than 33% of the total facility, plus an administrative fee of 0.25% per annum. The facility may be terminated, and any outstanding amounts thereunder may become due and payable, should TCPC Funding fail to satisfy certain financial or other covenants. As of March 31, 2020, TCPC Funding was in full compliance with such covenants.
 
5. Commitments, Contingencies, Concentration of Credit Risk and Off-Balance Sheet Risk

SVCP, TCPC Funding and the SBIC conduct business with brokers and dealers that are primarily headquartered in New York and Los Angeles and are members of the major securities exchanges. Banking activities are conducted with a firm headquartered in the San Francisco area.

In the normal course of business, investment activities involve executions, settlement and financing of various transactions resulting in receivables from, and payables to, brokers, dealers and the custodian. These activities may expose the Company to risk in the event that such parties are unable to fulfill contractual obligations. Management does not anticipate any material losses from counterparties with whom it conducts business. Consistent with standard business practice, the Company, SVCP, TCPC Funding and the SBIC enter into contracts that contain a variety of indemnifications, and are engaged from time to time in various legal actions. The maximum exposure under these arrangements and activities is unknown. However, management expects the risk of material loss to be remote.

42






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

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

The Consolidated Schedules of Investments include certain revolving loan facilities and other commitments with unfunded balances at March 31, 2020 and December 31, 2019 as follows:
    Unfunded Balances
Issuer Maturity March 31, 2020 December 31, 2019
2-10 Holdco, Inc. 10/31/2024 $416,667
 $416,667
Acquia Inc. 11/1/2025 1,803,792
 1,803,792
Applause App Quality, Inc. 9/20/2022 1,509,820
 1,509,820
Apptio, Inc. 1/10/2025 769,231
 769,231
Auto Trakk SPV, LLC 12/21/2021 3,193,208
 3,193,208
Bisnow, LLC 9/21/2022 1,200,000
 1,200,000
Blue Star Sports Holdings, Inc. 6/15/2024 55,556
 55,556
CAREATC, Inc. 3/14/2024 N/A
 607,288
Certify, Inc. 2/28/2024 1,966,322
 2,497,761
Donuts Inc. 9/17/2023 426,207
 660,634
Dude Solutions Holdings, Inc. 6/14/2025 1,619,124
 2,207,896
Edmentum, Inc. 6/9/2020 N/A
 205,642
Home Partners of America, Inc. 10/13/2022 N/A
 2,142,857
iCIMS, Inc. 9/12/2024 490,735
 490,735
JAMF Holdings, Inc. 11/13/2022 1,214,052
 1,214,052
Kellermeyer Bergensons Services, LLC 11/7/2026 1,960,784
 3,464,052
Khoros LLC (Lithium) 10/3/2022 1,983,364
 1,983,364
Patient Point Network Solutions, LLC 6/26/2022 N/A
 176,190
Pegasus Business Intelligence, LP (Onyx Centersource) 12/20/2021 N/A
 671,356
Persado, Inc. 2/1/2025 3,512,831
 N/A
Pulse Secure, LLC 5/1/2022 1,342,516
 1,342,516
ResearchGate GmBH 10/1/2022 8,286,000
 8,286,000
Rhode Holdings, Inc. (Kaseya) 5/3/2025 2,326,925
 2,016,078
RigUp, Inc. 3/1/2024 9,666,667
 N/A
Sandata Technologies, LLC 7/23/2024 N/A
 2,250,000
Snow Software AB 4/17/2024 N/A
 2,616,329
Space Midco, Inc. (Archibus) 12/5/2023 N/A
 277,778
Spark Networks, Inc. 7/1/2023 1,005,887
 1,005,887
Team Software, Inc. 9/17/2023 351,121
 2,282,287
Telarix, Inc. 11/19/2023 N/A
 178,571
TPC Intermediate Holdings, LLC 5/15/2020 4,100,294
 4,363,137
Unanet, Inc. 5/31/2024 2,525,510
 4,974,490
VSS-Southern Holdings, LLC 3/31/2022 N/A
 1,027,397
Xactly Corporation 7/31/2022 1,405,501
 1,405,501
Total Unfunded Balances   $53,132,114
 $57,296,072


43






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



6. Related Party Transactions

The Company, SVCP, TCPC Funding, the SBIC, the Advisor and their members and affiliates may be considered related parties. From time to time, SVCP advances payments to third parties on behalf of the Company which are reimbursable through deductions from distributions to the Company. At March 31, 2020 and December 31, 2019, no such amounts were outstanding. From time to time, the Advisor advances payments to third parties on behalf of the Company and SVCP and receives reimbursement from the Company. At March 31, 2020 and December 31, 2019, amounts reimbursable to the Advisor totaled $1.3 million and $1.6 million, respectively, as reflected in the Consolidated Statements of Assets and Liabilities.

Pursuant to an administration agreement between the Administrator and the Company (the “Administration Agreement”), the Administrator may be reimbursed for costs and expenses incurred by the Administrator for office space rental, office equipment and utilities allocable to the Company, as well as costs and expenses incurred by the Administrator or its affiliates relating to any administrative, operating, or other non-investment advisory services provided by the Administrator or its affiliates to the Company. For the three months ended March 31, 2020 and 2019, expenses allocated pursuant to the Administration Agreement totaled $0.5 million, and $0.6 million, respectively.

7. Stockholders’ Equity and Dividends

The following table summarizes the total shares issued and proceeds received in connection with the Company’s dividend reinvestment plan for the three months ended March 31, 2020 and 2019:
 2020 2019
Shares Issued486
 193
Average Price Per Share$6.25
 $14.19
Proceeds$3,039
 $2,738

The Company’s dividends are recorded on the ex-dividend date. The following table summarizes the Company’s dividends declared and paid for the three months ended March 31, 2020:
Date Declared Record Date Payment Date Type Amount Per Share Total Amount
February 26, 2020 March 17, 2020 March 31, 2020 Regular $0.36
 $21,155,913

The following table summarizes the Company’s dividends declared and paid for the three months ended March 31, 2019:
Date Declared Record Date Payment Date Type Amount Per Share Total Amount
February 28, 2019 March 15, 2019 March 29, 2019 Regular $0.36
 $21,155,619

On February 24, 2015, the Company’s board of directors approved a stock repurchase plan (the “Company Repurchase Plan”) to acquire up to $50.0 million in the aggregate of the Company’s common stock at prices at certain thresholds below the Company’s net asset value per share, in accordance with the guidelines specified in Rule 10b-18 and Rule 10b5-1 of the Securities Exchange Act of 1934. The Company Repurchase Plan is designed to allow the Company to repurchase its common stock at times when it otherwise might be prevented from doing so under insider trading laws. The Company Repurchase Plan requires an agent selected by the Company to repurchase shares of common stock on the Company’s behalf if and when the market price per share is at certain thresholds below the most recently reported net asset value per share. Under the plan, the agent will increase the volume of purchases made if the price of the Company’s common stock declines, subject to volume restrictions. The timing and amount of any stock repurchased depends on the terms and conditions of the Company Repurchase Plan, the market price of the common stock and

44






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

7. Stockholders’ Equity and Dividends — (continued)

trading volumes, and no assurance can be given that any particular amount of common stock will be repurchased. The Company Repurchase Plan was re-approved on February 20, 2020, to be in effect through the earlier of two trading days after the Company’s first quarter 2020 earnings release unless further extended or terminated by the Company’s board of directors, or such time as the approved $50.0 million repurchase amount has been fully utilized, subject to certain conditions.

The following table summarizes the total shares repurchased and amounts paid by the Company under the Company Repurchase Plan, including broker fees, for the three months ended March 31, 2020:
 Shares Repurchased Price Per Share Total Cost
Company Repurchase Plan1,000,000 $6.10
$6,100,190
______________
*Weighted-average price per share

The following table summarizes the total shares repurchased and amounts paid by the Company under the Company Repurchase Plan, including broker fees, for the three months ended March 31, 2019:
 Shares Repurchased Price Per Share Total Cost
Company Repurchase Plan9,000 $13.96
$125,679
______________
*Weighted-average price per share

8. Earnings Per Share

In accordance with ASC 260, Earnings per Share, basic earnings per share is computed by dividing earnings available to common shareholders by the weighted average number of shares outstanding during the period. Other potentially dilutive common shares, if any, and the related impact to earnings, are considered when calculating earnings per share on a diluted basis. The following information sets forth the computation of the net increase in net assets per share resulting from operations for the three months ended March 31, 2020 and 2019: 
 Three Months Ended March 31,
 2020 2019
Net increase (decrease) in net assets applicable to common shareholders resulting from operations$(69,481,411) $24,121,820
Weighted average shares outstanding58,668,432
 58,767,442
Earnings (loss) per share$(1.18) $0.41


45






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



9. Subsequent Events

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

On April 30, 2020, the Company’s board of directors re-approved the Company Repurchase Plan, to be in effect through the earlier of two trading days after the Company’s second quarter 2020 earnings release or such time as the approved $50.0 million repurchase amount has been fully utilized, subject to certain conditions.

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



46






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



10. Financial Highlights

 Three Months Ended March 31,
 2020 2019
Per Common Share   
Per share NAV at beginning of period$13.21
 $14.13
    
Investment operations:   
Net investment income0.38
 0.40
Net realized and unrealized losses(1.56) 0.01
Total from investment operations(1.18) 0.41
    
Repurchase of common stock0.09
 
Distributions to common shareholders(0.36) (0.36)
Per share NAV at end of period$11.76
 $14.18
    
Per share market price at end of period$6.25
 $14.18
    
Total return based on market value (1), (2)
(53.0)% 11.5%
Total return based on net asset value (1), (3)
(8.3)% 2.9%
    
Shares outstanding at end of period57,766,912
 58,765,800



47






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

March 31, 2020

10. Financial Highlights — (continued)

 Three Months Ended March 31,
 2020 2019
Ratios to average common equity: (4)
   
Net investment income11.7% 13.3%
Expenses excluding incentive compensation10.2% 9.1%
Expenses including incentive compensation10.2% 9.7%
    
Ending common shareholder equity$679,583,911
 $833,317,987
Portfolio turnover rate4.7% 9.1%
Weighted-average leverage outstanding$934,766,749
 $808,228,913
Weighted-average interest rate on leverage 
4.2% 4.8%
Weighted-average number of common shares58,668,432
 58,767,442
Average leverage per share$15.93
 $13.75
______________
(1)Not annualized.

(2)Total return based on market value equals the change in ending market value per share during the period
plus declared dividends per share during the period, divided by the market value per share at the beginning
of the period.

(3)Total return based on net asset value equals the change in net asset value per share during the period plus
declared dividends per share during the period, divided by the beginning net asset value per share at the
beginning of the period.

(4)Annualized, except for incentive compensation.






48






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

Three Months Ended March 31, 2020

Security Dividends or Interest (2) Fair Value at
December 31, 2019
 Net realized gain or loss Net increase or decrease in unrealized appreciation or depreciation Acquisitions (3) Dispositions (4) Fair Value at
March 31, 2020
AGY Holding Corp., Common Stock $
 $
 $
 $
 $
 $
 $
AGY Holding Corp., Senior Secured 2nd Lien Notes, 11%, due 11/15/20 
 3,708,428
 
 (3,490,281) 
 
 218,147
AGY Holding Corp., Senior Secured Delayed Draw Term Loan A, 12%, due 9/15/20 24,344
   
 46,712
 1,144,606
 
 1,191,318
AGY Holding Corp., Senior Secured Delayed Draw Term Loan, 12%, due 9/15/20 33,806
 1,114,120
 
 
 33,795
 
 1,147,915
AGY Holding Corp., Senior Secured Term Loan A1, 12%, due 9/15/20 166
   
 24,912
 224,211
 
 249,123
AGY Holding Corp., Senior Secured Term Loan, 12%, due 9/15/20 156,911
 5,171,151
 
 
 156,858
 
 5,328,009
Edmentum Ultimate Holdings, LLC, Class A Common Units 
 1,433,968
 
 (1,433,952) 
 
 16
Edmentum Ultimate Holdings, LLC, Junior PIK Notes, 10%, due 6/9/20 495,420
 17,609,276
 
 (6,809,489) 492,687
 
 11,292,474
Edmentum Ultimate Holdings, LLC, Senior PIK Notes, 8.5%, due 6/9/20 80,131
 3,675,888
 
 
 79,848
 
 3,755,736
Edmentum Ultimate Holdings, LLC, Warrants to Purchase Class A Common Units 
 7,084,470
 
 (7,084,470) 
 
 
Edmentum, Inc., Junior Revolving Facility, 5%, due 6/9/20 68,690
 5,235,978
 
 (5) 262,892
 
 5,498,865
Edmentum, Inc., Senior Secured 1st Lien Term Loan B, 8.5%, due 6/9/21 461,515
 10,740,023
 
 (182,660) 235,323
 
 10,792,686
Edmentum, Inc., Senior Secured 2nd Lien Term Loan, 7% PIK, due 12/8/21 148,296
 8,281,661
 
 (8) 148,150
 
 8,429,803
Educationcity Limited (Edmentum), Senior Unsecured Promissory Note, 10%, due 8/31/20 40,718
 
 
 30,383
 3,677,040
 
 3,707,423
Iracore International Holdings, Inc., Senior Secured 1st Lien Term Loan, LIBOR + 9%, 1% LIBOR Floor, due 4/13/21 44,408
 1,635,903
 
 
 
 
 1,635,903
Iracore Investments Holdings, Inc., Class A Common Stock 
 2,476,881
 
 1,424,671
 
 
 3,901,552
KAGY Holding Company, Inc., Series A Preferred Stock 
 
 
 
 
 
 
NEG Parent, LLC (CORE Entertainment, Inc.), Class A Units 
 6,925,848
 
 (753,218) 
 
 6,172,630
NEG Parent, LLC (CORE Entertainment, Inc.), Class A Warrants to Purchase Class A Units 
 391,407
 
 (102,840) 
 
 288,567
NEG Parent, LLC (CORE Entertainment, Inc.), Class B Warrants to Purchase Class A Units 
 395,290
 
 (103,860) 
 
 291,430
Total $1,554,405
 $75,880,292
 $
 $(18,434,105) $6,455,410
 $
 $63,901,597
______________
Notes to Consolidated Schedule of Changes in Investments in Non-Controlled Affiliates:
 
(1)The issuers of the securities listed on this schedule are considered non-controlled affiliates under the Investment Company Act of 1940 due to the ownership by the Company of 5% to 25% of the issuers' voting securities.
(2)Also includes fee and lease income as applicable.
(3)Acquisitions include new purchases, PIK income and amortization of original issue and market discounts.
(4)Dispositions include decreases in the cost basis from sales, paydowns, mortgage amortizations and aircraft depreciation.


49






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

Three Months Ended March 31, 2020
 
Security Dividends or Interest (2) Fair Value at
December 31, 2019
 Net realized gain or loss Net increase or decrease in unrealized appreciation or depreciation Acquisitions (3) Dispositions (4) Fair Value at
March 31, 2020
36th Street Capital Partners Holdings, LLC, Membership Units $428,419
 $31,682,859
 $
 $(3,795,252) $
 $
 $27,887,607
36th Street Capital Partners Holdings, LLC, Senior Note, 12%, due 11/1/20 1,225,033
 40,834,419
 
 
 
 
 40,834,419
Anacomp, Inc., Class A Common Stock 
 1,167,640
 
 276,216
 
 
 1,443,856
Conergy Asia & ME Pte. Ltd., 1st Lien Term Loan, 10%, due 5/26/20 44,222
 1,207,786
 
 271,747
 
 
 1,479,533
Conergy Asia Holdings Limited, Class B Shares 
 
 
 
 
 
 
Conergy Asia Holdings Limited, Ordinary Shares 
 
 
 
 
 
 
Conventional Lending TCP Holdings, LLC, Membership Units 407,000
 14,269,948
 
 (1,576,995) 1,500,000
 
 14,192,953
Kawa Solar Holdings Limited, Bank Guarantee Credit Facility, 0%, due 5/26/20 
 3,289,438
 
 
 
 
 3,289,438
Kawa Solar Holdings Limited, Ordinary Shares 
 
 
 
 
 
 
Kawa Solar Holdings Limited, Revolving Credit Facility, 0%, due 5/26/20 
 2,208,823
 
 (78,887) 
 
 2,129,936
Kawa Solar Holdings Limited, Series B Preferred Shares 
 
 
 
 
 
 
United N659UA-767, LLC (Aircraft Trust Holding Company) 26,635
 2,300,366
 
 (214,824) 
 (60,308) 2,025,234
United N661UA-767, LLC (Aircraft Trust Holding Company) 11,502
 2,347,314
 162,012
 (121,954) 
 (2,387,372) 
Total $2,142,811
 $99,308,593
 $162,012
 $(5,239,949) $1,500,000
 $(2,447,680) $93,282,976
______________
Notes to Consolidated Schedule of Changes in Investments in Controlled Affiliates:
 
(1)The issuers of the securities listed on this schedule are considered controlled affiliates under the Investment Company Act of 1940 due to the ownership by the Company of more than 25% of the issuers' voting securities.
(2)Also includes fee and lease income as applicable.
(3)Acquisitions include new purchases, PIK income and amortization of original issue and market discounts.
(4)Dispositions include decreases in the cost basis from sales, paydowns, mortgage amortizations and aircraft depreciation.

50






BlackRock TCP Capital Corp.

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

Year Ended December 31, 2019

Security Dividends or Interest (2) Fair Value at
December 31, 2018
 Net realized gain or loss Net increase or decrease in unrealized appreciation or depreciation Acquisitions (3) Dispositions (4) Fair Value at
December 31, 2019
AGY Holding Corp., Common Stock $
 $
 $
 $
 $
 $
 $
AGY Holding Corp., Senior Secured 2nd Lien Notes, 11%, due 11/15/20 545,334
 9,777,740
 
 (6,752,077) 682,765
 
 3,708,428
AGY Holding Corp., Senior Secured Delayed Draw Term Loan, 12%, due 9/15/20 128,644
 1,049,147
 
 
 64,973
 
 1,114,120
AGY Holding Corp., Senior Secured Term Loan, 12%, due 9/15/20 597,096
 4,869,577
 
 
 301,574
 
 5,171,151
Edmentum Ultimate Holdings, LLC, Class A Common Units 
 
 
 1,433,968
 
 
 1,433,968
Edmentum Ultimate Holdings, LLC, Junior PIK Notes, 10%, due 6/9/20 1,864,600
 11,152,078
 
 4,621,493
 1,835,705
 
 17,609,276
Edmentum Ultimate Holdings, LLC, Senior PIK Notes, 8.5%, due 6/9/20 304,833
 3,375,453
 
 
 300,435
 
 3,675,888
Edmentum Ultimate Holdings, LLC, Warrants to Purchase Class A Common Units 
 
 
 7,084,470
 
 
 7,084,470
Edmentum, Inc., Junior Revolving Facility, 5%, due 6/9/20 217,659
 1,153,076
 
 
 6,149,380
 (2,066,478) 5,235,978
Edmentum, Inc., Senior Secured 1st Lien Term Loan B, 8.5%, due 6/9/21 1,327,742
 6,187,478
 
 262,555
 4,289,990
 
 10,740,023
Edmentum, Inc., Senior Secured 2nd Lien Term Loan, 7% PIK, due 12/8/21 569,374
 7,719,069
 
 
 562,592
 
 8,281,661
Edmentum, Inc., Senior Unsecured Promissory Note, 10%, due 9/30/19 194,184
 
 
 
 3,644,068
 (3,644,068) 
Educationcity Limited (Edmentum), Senior Unsecured Promissory Note, 10%, due 9/30/19 77,673
 
 
 
 1,457,627
 (1,457,627) 
EPMC HoldCo, LLC, Membership Units 
 26,254
 43,320
 (26,254) 
 (43,320) 
Green Biologics, Inc., Common Stock 
 3,670,777
 (20,524,650) 14,851,816
 2,006,277
 (4,220) 
Iracore International Holdings, Inc., Senior Secured 1st Lien Term Loan, LIBOR + 9%, 1% LIBOR Floor, due 4/13/21 220,506
 1,900,733
 
 
 
 (264,830) 1,635,903
Iracore Investments Holdings, Inc., Class A Common Stock 
 1,375,243
 
 1,101,638
 
 
 2,476,881
KAGY Holding Company, Inc., Series A Preferred Stock 
 969,224
 
 (969,224) 
 
 
NEG Holdings, LLC (CORE Entertainment, Inc.), Senior Secured 1st Lien Term Loan, LIBOR + 8% PIK, 1% LIBOR Floor, due 10/17/22 101,051
 1,574,099
 
 
 84,863
 (1,658,962) 
NEG Parent, LLC (CORE Entertainment, Inc.), Class A Units 
 6,543,086
 
 382,762
 
 
 6,925,848
NEG Parent, LLC (CORE Entertainment, Inc.), Class A Warrants to Purchase Class A Units 
 364,299
 
 27,107
 
 
 391,406
NEG Parent, LLC (CORE Entertainment, Inc.), Class B Warrants to Purchase Class A Units 
 367,914
 
 27,376
 
 
 395,290
NEG Parent, LLC (CORE Entertainment, Inc.), Litigation Trust Units 
 1,118,110
 809,444
 (1,118,110) 
 (809,444) 
Total $6,148,696
 $63,193,357
 $(19,671,886) $20,927,520
 $21,380,249
 $(9,948,949) $75,880,291
______________
Notes to Consolidated Schedule of Changes in Investments in Non-Controlled Affiliates:
 
(1)The issuers of the securities listed on this schedule are considered non-controlled affiliates under the Investment Company Act of 1940 due to the ownership by the Company of 5% to 25% of the issuers' voting securities.
(2)Also includes fee and lease income as applicable.
(3)Acquisitions include new purchases, PIK income and amortization of original issue and market discounts.
(4)Dispositions include decreases in the cost basis from sales, paydowns, mortgage amortizations and aircraft depreciation.












51







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

Year Ended December 31, 2019

Security Dividends or Interest (2) Fair Value at
December 31, 2018
 Net realized gain or loss Net increase or decrease in unrealized appreciation or depreciation Acquisitions (3) Dispositions (4) Fair Value at
December 31, 2019
36th Street Capital Partners Holdings, LLC, Membership Units $2,392,274
 $18,931,734
 $
 $6,296,773
 $6,454,352
 $
 $31,682,859
36th Street Capital Partners Holdings, LLC, Senior Note, 12%, due 11/1/20 3,874,967
 27,839,419
 
 
 12,995,000
 
 40,834,419
Anacomp, Inc., Class A Common Stock 
 1,418,746
 
 (251,106) 
 
 1,167,640
Conergy Asia & ME Pte. Ltd., 1st Lien Term Loan, 10%, due 5/26/20 177,381
 1,773,807
 
 (566,022) 
 
 1,207,785
Conergy Asia Holdings Limited, Class B Shares 
 
 
 
 
 
 
Conergy Asia Holdings Limited, Ordinary Shares 
 
 
 
 
 
 
Conventional Lending TCP Holdings, LLC, Membership Units 981,790
 
 
 
 14,269,948
 
 14,269,948
Kawa Solar Holdings Limited, Bank Guarantee Credit Facility, 0%, due 5/26/20 
 11,682,923
 
 (816,391) 
 (7,577,094) 3,289,438
Kawa Solar Holdings Limited, Ordinary Shares 
 
 
 (578,646) 
 578,646
 
Kawa Solar Holdings Limited, Revolving Credit Facility, 0%, due 5/26/20 
 2,922,269
 
 (134,800) 
 (578,645) 2,208,824
Kawa Solar Holdings Limited, Series B Preferred Shares 
 
 
 
 
 
 
United N659UA-767, LLC (Aircraft Trust Holding Company) 159,808
 2,826,708
 
 (164,500) 
 (361,842) 2,300,366
United N661UA-767, LLC (Aircraft Trust Holding Company) 138,019
 2,896,083
 
 (165,139) 
 (383,630) 2,347,314
Total $7,724,239
 $70,291,689
 $
 $3,620,169
 $33,719,300
 $(8,322,565) $99,308,593
______________
Notes to Consolidated Schedule of Changes in Investments in Controlled Affiliates:
 
(1)The issuers of the securities listed on this schedule are considered controlled affiliates under the Investment Company Act of 1940 due to the ownership by the Company of more than 25% of the issuers' voting securities.
(2)Also includes fee and lease income as applicable.
(3)Acquisitions include new purchases, PIK income and amortization of original issue and market discounts.
(4)Dispositions include decreases in the cost basis from sales, paydowns, mortgage amortizations and aircraft depreciation.


52






BlackRock TCP Capital Corp.

Consolidated Schedule of Restricted Securities of Unaffiliated Issuers (Unaudited)

March 31, 2020

Investment Acquisition Date
Actifio, Inc., Warrants to Purchase Series G Preferred Stock 5/5/17
Adesto Technologies Corporation, Warrants to Purchase Common Stock 5/8/18
Avanti Communications Group, PLC (144A), Senior New Money Initial Note, 9% PIK, due 10/1/22 1/26/17
Avanti Communications Group, PLC (144A), Senior Second-Priority PIK Toggle Note, 9%, due 10/1/22 1/26/17
Domo, Inc., Warrants to Purchase Common Stock 12/5/17
Envigo RMS Holding Corp., Common Stock 6/3/19
Fidelis (SVC) LLC, Series C Preferred Units 12/31/19
FinancialForce.com, Inc., Warrants to Purchase Series C Preferred Stock 1/30/19
Foursquare Labs, Inc., Warrants to Purchase Series E Preferred Stock 5/4/17
GACP I, LP (Great American Capital), Membership Units 10/1/15
GACP II, LP (Great American Capital), Membership Units 1/12/18
GlassPoint Solar, Inc., Warrants to Purchase Series C-1 Preferred Stock 2/7/17
GlassPoint Solar, Inc., Warrants to Purchase Series D Preferred Stock 3/16/18
InMobi, Inc., Warrants to Purchase Common Stock 8/22/17
InMobi, Inc., Warrants to Purchase Series E Preferred Stock (Strike Price $20.01) 9/18/15
InMobi, Inc., Warrants to Purchase Series E Preferred Stock (Strike Price $28.58) 10/1/18
Nanosys, Inc., Warrants to Purchase Preferred Stock 3/29/16
Pico Quantitative Trading Holdings, LLC, Warrants to Purchase Membership Units2/7/20
Quora, Inc., Warrants to Purchase Series D Preferred Stock 4/12/19
ResearchGate Corporation., Warrants to Purchase Series D Preferred Stock 11/7/19
Shop Holding, LLC (Connexity), Class A Units 6/2/11
SnapLogic, Inc., Warrants to Purchase Series Preferred Stock 3/20/18
Soraa, Inc., Warrants to Purchase Common Stock 8/29/14
SoundCloud, Ltd., Warrants to Purchase Preferred Stock 4/30/15
Tradeshift, Inc., Warrants to Purchase Series D Preferred Stock 3/9/17
Utilidata, Inc., Warrants to Purchase Preferred Stock 12/22/15
V Telecom Investment S.C.A. (Vivacom), Common Shares 11/9/12

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BlackRock TCP Capital Corp.

Consolidated Schedule of Restricted Securities of Unaffiliated Issuers

December 31, 2019
Investment Acquisition Date
Actifio, Inc., Warrants to Purchase Series G Preferred Stock 5/5/17
Adesto Technologies Corporation, Warrants to Purchase Common Stock 5/8/18
Avanti Communications Group, PLC (144A), Senior New Money Initial Note, 9% PIK, due 10/1/22 1/26/17
Avanti Communications Group, PLC (144A), Senior Second-Priority PIK Toggle Note, 9%, due 10/1/22 1/26/17
Domo, Inc., Warrants to Purchase Common Stock 12/5/17
Envigo RMS Holding Corp., Common Stock 6/3/19
Fidelis (SVC) LLC, Series C Preferred Units 12/31/19
FinancialForce.com, Inc., Warrants to Purchase Series C Preferred Stock 1/30/19
Findly Talent, LLC, Class A Membership Units 1/1/14
Foursquare Labs, Inc., Warrants to Purchase Series E Preferred Stock 5/4/17
GACP I, LP (Great American Capital), Membership Units 10/1/15
GACP II, LP (Great American Capital), Membership Units 1/12/18
GlassPoint Solar, Inc., Warrants to Purchase Series C-1 Preferred Stock 2/7/17
GlassPoint Solar, Inc., Warrants to Purchase Series D Preferred Stock 3/16/18
InMobi, Inc., Warrants to Purchase Common Stock 8/22/17
InMobi, Inc., Warrants to Purchase Series E Preferred Stock (Strike Price $20.01) 9/18/15
InMobi, Inc., Warrants to Purchase Series E Preferred Stock (Strike Price $28.58) 10/1/18
Nanosys, Inc., Warrants to Purchase Preferred Stock 3/29/16
Quora, Inc., Warrants to Purchase Series D Preferred Stock 4/12/19
ResearchGate Corporation., Warrants to Purchase Series D Preferred Stock 11/7/19
Shop Holding, LLC (Connexity), Class A Units 6/2/11
SnapLogic, Inc., Warrants to Purchase Series Preferred Stock 3/20/18
Soraa, Inc., Warrants to Purchase Common Stock 8/29/14
SoundCloud, Ltd., Warrants to Purchase Preferred Stock 4/30/15
STG-Fairway Holdings, LLC (First Advantage), Class A Units 12/30/10
Tradeshift, Inc., Warrants to Purchase Series D Preferred Stock 3/9/17
Utilidata, Inc., Warrants to Purchase Preferred Stock 12/22/15
V Telecom Investment S.C.A. (Vivacom), Common Shares 11/9/12

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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.


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Overview

The Company is a Delaware corporation formed on April 2, 2012 and is an externally managed, closed-end, non-diversified management investment company. The Company was formed through the conversion of a pre-existing closed-end investment company. The Company elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). Our investment objective is to seek to achieve high total returns through current income and capital appreciation, with an emphasis on principal protection. We invest primarily in the debt of middle-market companies as well as small businesses, including senior secured loans, junior loans, mezzanine debt and bonds. Such investments may include an equity component, and, to a lesser extent, we may make equity investments directly. Certain investment operations are conducted through the Company’s wholly-owned subsidiaries, Special Value Continuation Partners LLC, a Delaware limited liability company (“SVCP”), TCPC Funding I, LLC (“TCPC Funding”) and TCPC SBIC, LP (the “SBIC”). SVCP was organized as a limited partnership and had elected to be regulated as a BDC under the 1940 Act through July 31, 2018. On August 1, 2018, SVCP withdrew its election to be regulated as a BDC under the 1940 Act and withdrew the registration of its common limited partner interests under Section 12(g) of the Securities Exchange Act of 1934 and, on August 2, 2018, terminated its general partner, Series H of SVOF/MM, LLC, and converted to a Delaware limited liability company. Series H of SVOF/MM, LLC (“SVOF/MM”) serves as the administrator (the “Administrator”) of the Company. The managing member of SVOF/MM is Tennenbaum Capital Partners, LLC (the “Advisor”), which serves as the investment manager to the Company, TCPC Funding and the SBIC. On August 1, 2018, the Advisor merged with and into a wholly-owned subsidiary of BlackRock Capital Investment Advisors, LLC, an indirect wholly-owned subsidiary of BlackRock, Inc. with the Advisor as the surviving entity. The SBIC was organized as a Delaware limited partnership in June 2013. On April 22, 2014, the SBIC received a license from the United States Small Business Administration (the “SBA”) to operate as a small business investment company under the provisions of Section 301(c) of the Small Business Investment Act of 1958.

The Company has elected to be treated as a regulated investment company (“RIC”) for U.S. federal income tax purposes. As a RIC, the Company will not be taxed on its income to the extent that it distributes such income each year and satisfies other applicable income tax requirements. TCPC Funding and the SBIC have elected to be treated as partnerships for U.S. federal income tax purposes. SVCP was treated as a partnership for U.S. federal income tax purposes through August 1, 2018 and upon its conversion to a limited liability company on August 2, 2018, and thereafter is and will be treated as a disregarded entity.

Our leverage program is comprised of $270.0 million in available debt under a revolving, multi-currency credit facility issued by SVCP (the “SVCP Facility”), $300.0 million in available debt under a senior secured revolving credit facility issued by TCPC Funding (the “TCPC Funding Facility”), $140.0 million in convertible senior unsecured notes issued by the Company maturing in 2022 (the “2022 Convertible Notes”), $175.0 million in senior unsecured notes issued by the Company maturing in 2022 (the “2022 Notes”), $200.0 million in senior unsecured notes issued by the Company maturing in 2024 (the “2024 Notes”) and $150.0 million in committed leverage from the SBA (the “SBA Program” and, together with the SVCP Facility, the TCPC Funding Facility, the 2022 Convertible Notes, the 2022 Notes and the 2024 Notes, the “Leverage Program”). Prior to being replaced by the SVCP Facility on February 26, 2018, leverage included $116.0 million in available debt under a senior secured revolving credit facility issued by SVCP (the “SVCP 2018 Facility”). Prior to its maturity on December 15, 2019, leverage also included convertible senior unsecured notes due December 2019 issued by the Company (the “2019 Convertible Notes”).

To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements and timely distribute to our stockholders generally at least 90% of our investment company taxable income, as defined by the Internal Revenue Code of 1986, as amended, for each year. Pursuant to this election, we generally will not have to pay corporate level taxes on any income that we distribute to our stockholders provided that we satisfy those requirements.





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Investments

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

As a BDC, we are required to comply with certain regulatory requirements. For instance, we generally have to invest at least 70% of our total assets in “qualifying assets,” including securities and indebtedness of private U.S. companies, public U.S. operating companies whose securities are not listed on a national securities exchange or registered under the Securities Exchange Act of 1934, as amended, public domestic operating companies having a market capitalization of less than $250.0 million, cash, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less. We are also permitted to make certain follow-on investments in companies that were eligible portfolio companies at the time of initial investment but that no longer meet the definition. As of March 31, 2020, 90.5% of our total assets were invested in qualifying assets.

Revenues

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

Expenses

Our primary operating expenses include the payment of a base management fee and, depending on our operating results, incentive compensation, expenses reimbursable under the management agreement, administration fees and the allocable portion of overhead under the administration agreement. The base management fee and incentive compensation remunerates the Advisor for work in identifying, evaluating, negotiating, closing and monitoring our investments. Our administration agreement with the Administrator provides that the Administrator may be reimbursed for costs and expenses incurred by the Administrator for office space rental, office equipment and utilities allocable to us under the administration agreement, as well as any costs and expenses incurred by the Administrator or its affiliates relating to any non-investment advisory, administrative or operating services provided by the Administrator or its affiliates to us. We also bear all other costs and expenses of our operations and transactions (and the Company’s common stockholders indirectly bear all of the costs and expenses of the Company, SVCP, TCPC Funding and the SBIC), which may include those relating to:

our organization;

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

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

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

the base management fee and any incentive compensation;


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

administration fees payable under the administration agreement;

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

transfer agent and custodial fees;

registration fees;

listing fees;

taxes;

director fees and expenses;

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

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

our fidelity bond;

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

indemnification payments;

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

all other expenses reasonably incurred by us and the Administrator in connection with administering our business, such as the allocable portion of overhead under the administration agreement, including rent and other allocable portions of the cost of certain of our officers and their respective staffs.

The investment management agreement provides that the base management fee be calculated at an annual rate of 1.5% of our total assets (excluding cash and cash equivalents) payable quarterly in arrears; provided, however, that, effective as of February 9, 2019, the base management fee is calculated at an annual rate of 1.0% of our total assets (excluding cash and cash equivalents) that exceed an amount equal to 200% of the net asset value of the Company. For purposes of calculating the base management fee, “total assets” is determined without deduction for any borrowings or other liabilities. The base management fee is calculated based on the value of our total assets and net asset value (excluding cash and cash equivalents) at the end of the most recently completed calendar quarter.

Additionally, the investment management agreement provides that the Advisor or its affiliates may be entitled to incentive compensation under certain circumstances. According to the terms of such agreement, no incentive compensation was incurred prior to January 1, 2013. Under the current investment management agreement, dated February 9, 2019, the incentive compensation equals the sum of (1) 20% of all ordinary income since January 1, 2013 through February 8, 2019 and 17.5% thereafter and (2) 20% of all net realized capital gains (net of any net unrealized capital depreciation) since January 1, 2013 through February 8, 2019 and 17.5% thereafter, less ordinary income incentive compensation and capital gains incentive compensation previously paid. However, incentive compensation will only be paid to the extent the cumulative total return of the Company after incentive compensation and including such payment would equal or exceed a 7% annual return on daily weighted-average contributed common equity. The determination of incentive compensation is subject to limitations under the 1940 Act and the Advisers Act.

Through December 31, 2017, the incentive compensation was an equity allocation to SVCP’s general partner under the LPA. Effective as of January 1, 2018, the LPA was amended to remove the incentive compensation

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distribution provisions therein, and the incentive compensation became payable as a fee to the Advisor pursuant to the then-existing investment management agreements. The amendment had no impact on the amount of the incentive compensation paid or services received by the Company.

Critical accounting policies

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual results to differ. Management considers the following critical accounting policies important to understanding the financial statements. In addition to the discussion below, our critical accounting policies are further described in the notes to our financial statements.

Valuation of portfolio investments

We value our portfolio investments at fair value based upon the principles and methods of valuation set forth in policies adopted by our board of directors. Fair value is defined as the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date. Market participants are buyers and sellers in the principal (or most advantageous) market for the asset that (i) are independent of us, (ii) are knowledgeable, having a reasonable understanding about the asset based on all available information (including information that might be obtained through due diligence efforts that are usual and customary), (iii) are able to transact for the asset, and (iv) are willing to transact for the asset or liability (that is, they are motivated but not forced or otherwise compelled to do so).

Investments for which market quotations are readily available are valued at such market quotations unless the quotations are deemed not to represent fair value. We generally obtain market quotations from recognized exchanges, market quotation systems, independent pricing services or one or more broker-dealers or market makers. However, short term debt investments with original maturities of generally three months or less are valued at amortized cost, which approximates fair value. Debt and equity securities for which market quotations are not readily available, which is the case for many of our investments, or for which market quotations are deemed not to represent fair value, are valued at fair value using a consistently applied valuation process in accordance with our documented valuation policy that has been reviewed and approved by our board of directors, who also approve in good faith the valuation of such securities as of the end of each quarter. Due to the inherent uncertainty and subjectivity of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may differ significantly from the values that would have been used had a readily available market value existed for such investments and may differ materially from the values that we may ultimately realize. In addition, changes in the market environment and other events may have differing impacts on the market quotations used to value some of our investments than on the fair values of our investments for which market quotations are not readily available. Market quotations may be deemed not to represent fair value in certain circumstances where we believe that facts and circumstances applicable to an issuer, a seller or purchaser, or the market for a particular security cause current market quotations to not reflect the fair value of the security. Examples of these events could include cases where a security trades infrequently causing a quoted purchase or sale price to become stale, where there is a “forced” sale by a distressed seller, where market quotations vary substantially among market makers, or where there is a wide bid-ask spread or significant increase in the bid-ask spread.

The valuation process approved by our board of directors with respect to investments for which market quotations are not readily available or for which market quotations are deemed not to represent fair value is as follows:

The investment professionals of the Advisor provide recent portfolio company financial statements and other reporting materials to independent valuation firms approved by our board of directors.


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Such firms evaluate this information along with relevant observable market data to conduct independent appraisals each quarter, and their preliminary valuation conclusions are documented and discussed with senior management of the Advisor.

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

The audit committee of the board of directors discusses the valuations, and the board of directors approves the fair value of the investments in our portfolio in good faith based on the input of the Advisor, the respective independent valuation firms (to the extent applicable) and the audit committee of the board of directors.

Those investments for which market quotations are not readily available or for which market quotations are deemed not to represent fair value are valued utilizing one or more methodologies, including the market approach, the income approach, or in the case of recent investments, the cost approach, as appropriate. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. In following these approaches, the types of factors that we may take into account in determining the fair value of our investments include, as relevant and among other factors: available current market data, including relevant and applicable market trading and transaction comparables, applicable market yields and multiples, security covenants, call protection provisions, information rights, the nature and realizable value of any collateral, the portfolio company’s ability to make payments, its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are public, merger and acquisition comparables, our principal market (as the reporting entity) and enterprise values.

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

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

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

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

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

As of March 31, 2020, none of our investments were categorized as Level 1, 2.3% were categorized as Level 2, 97.5% were Level 3 investments valued based on valuations by independent third party sources, and 0.2% were Level 3 investments valued based on valuations by the Advisor.


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As of December 31, 2019, none of our investments were categorized as Level 1, 8.3% were categorized as Level 2, 91.6% were Level 3 investments valued based on valuations by independent third party sources, and 0.1% were Level 3 investments valued based on valuations by the Advisor.

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

Revenue recognition

Interest and dividend income, including income paid in kind, is recorded on an accrual basis, when such amounts are considered collectible. Origination, structuring, closing, commitment and other upfront fees, including original issue discounts, earned with respect to capital commitments are generally amortized or accreted into interest income over the life of the respective debt investment, as are end-of-term or exit fees receivable upon repayment of a debt investment. Other fees, including certain amendment fees, prepayment fees and commitment fees on broken deals, are recognized as earned. Prepayment fees and similar income due upon the early repayment of a loan or debt security are recognized when earned and are included in interest income.

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

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

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

Portfolio and investment activity

During the three months ended March 31, 2020, we invested approximately $143.0 million, comprised of new investments in six new and seven existing portfolio companies, as well as draws made on existing commitments and PIK received on prior investments. Of these investments, $134.2 million, or 93.8% of total acquisitions, were in senior secured loans. The remaining $8.8 million (6.2% of total acquisitions) was comprised primarily of $4.2 million (2.9% of total acquisitions) in unsecured notes and $4.6 million (3.2% of total acquisitions) in equity investments comprised primarily of $4.0 million in equity interests in portfolios of debt and lease assets and $0.6 million in equity positions received in connection with debt investments. Additionally, we received approximately $76.9 million in proceeds from sales or repayments of investments during the three months ended March 31, 2020.

During the three months ended March 31, 2019, we invested approximately $150.1 million, comprised of new investments in four new and six existing portfolio companies, as well as draws made on existing commitments and PIK received on prior investments. Of these investments, 96.0% were in senior secured debt comprised of senior secured loans ($142.9 million, or 95.2% of total acquisitions) and senior secured notes ($1.2 million, or 0.8% of total acquisitions). The remaining $6.0 million (4.0% of total acquisitions) were comprised primarily of $3.1 million in equity interests in a portfolio of debt assets, $0.4 million in equity interests in a portfolio of lease assets, and $2.5 million in equity positions received in connection with debt investments. Additionally, we received approximately $146.4 million in proceeds from sales or repayments of investments during the three months ended March 31, 2019.

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At March 31, 2020, our investment portfolio of $1,625.9 million (at fair value) consisted of 108 portfolio companies and was invested 93.6% in debt investments, primarily in senior secured debt. In aggregate, our investment portfolio was invested 87.8% in senior secured loans, 4.7% in senior secured notes, 0.9% in junior notes, 0.2% in senior unsecured loans and 6.4% in equity investments. Our average portfolio company investment at fair value was approximately $15.1 million. Our largest portfolio company investment by value was approximately 4.2% of our portfolio and our five largest portfolio company investments by value comprised approximately 16.4% of our portfolio at March 31, 2020.
    
At December 31, 2019, our investment portfolio of $1,649.5 million (at fair value) consisted of 105 portfolio companies and was invested 93.1% in debt investments, primarily in senior secured debt. In aggregate, our investment portfolio was invested 86.6% in senior secured loans, 5.2% in senior secured notes, 1.3% in junior notes and 6.9% in equity investments. Our average portfolio company investment at fair value was approximately $15.7 million. Our largest portfolio company investment by value was approximately 4.4% of our portfolio and our five largest portfolio company investments by value comprised approximately 17.2% of our portfolio at December 31, 2019.

During 2019, we transitioned our industry classification system for financial reporting purposes to more closely align with the system generally used by the Advisor for portfolio management purposes. As part of this transition, we are generally classifying the industries of our portfolio companies based on the primary end market served rather than the product or service directed to those end markets.


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The industry composition of our portfolio at fair value at March 31, 2020 was as follows:
Industry 
Percent of Total
Investments
Internet Software and Services 12.0%
Diversified Financial Services 11.1%
Software 6.4%
Textiles, Apparel and Luxury Goods 6.2%
Professional Services 5.7%
Media 4.3%
Automobiles 4.2%
Diversified Consumer Services 4.0%
Diversified Telecommunication Services 3.9%
IT Services 3.8%
Insurance 3.8%
Airlines 3.3%
Consumer Finance 2.9%
Hotels, Restaurants and Leisure 2.6%
Capital Markets 2.6%
Health Care Technology 2.3%
Building Products 2.2%
Commercial Services and Supplies 1.8%
Energy Equipment and Services 1.8%
Thrifts and Mortgage Finance 1.7%
Tobacco Related 1.6%
Aerospace and Defense 1.6%
Pharmaceuticals 1.3%
Road and Rail 1.1%
Electrical Equipment 1.0%
Other 6.8%
Total 100.0%

The weighted average effective yield of our debt portfolio was 10.3% at March 31, 2020 and 10.3% at December 31, 2019. The weighted average effective yield of our total portfolio was 9.8% at March 31, 2020 and 9.7% at December 31, 2019. At March 31, 2020, 92.3% of debt investments in our portfolio bore interest based on floating rates, such as LIBOR, EURIBOR, the Federal Funds Rate or the Prime Rate, and 7.7% bore interest at fixed rates. The percentage of floating rate debt investments in our portfolio that were subject to an interest rate floor was 65.7% at March 31, 2020. At December 31, 2019, 92.1% of debt investments in our portfolio bore interest based on floating rates, such as LIBOR, EURIBOR, the Federal Funds Rate or the Prime Rate, and 7.9% bore interest at fixed rates. The percentage of floating rate debt investments in our portfolio that were subject to an interest rate floor was 63.5% at December 31, 2019.


Results of operations

Investment income

Investment income totaled $41.3 million and $47.5 million, respectively, for the three months ended March 31, 2020 and 2019, of which $40.6 million and $46.9 million were attributable to interest and fees on our debt investments, $0.4 million and $0.5 million to dividend income, $0.1 million and $0.1 million to lease income and

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$0.2 million and $0.0 million to other income, respectively. Included in interest and fees on our debt investments were $0.6 million and $2.6 million of non-recurring income related to prepayments for the three months ended March 31, 2020 and 2019, respectively. The decrease in investment income in the three months ended March 31, 2020 compared to the three months ended March 31, 2019 primarily reflects a decrease in interest income due to the decline in LIBOR rates and the higher prepayment income in the earlier period.

Expenses

Total operating expenses for the three months ended March 31, 2020 and 2019 were $19.2 million and $24.2 million, respectively, comprised of $11.0 million and $10.7 million in interest expense and related fees, $6.1 million and $6.0 million in base management and advisory fees, $0.5 million and $0.6 million in administrative expenses, $0.5 million and $0.4 million in legal and professional fees, $0.0 million and $5.4 million in incentive fee expense, and $1.1 million and $1.1 million in other expenses, respectively. The decrease in expenses in the three months ended March 31, 2020 compared to the three months ended March 31, 2019 primarily reflects the lower incentive fees in the first quarter of 2020 due to the Company's total return not exceeding the total return hurdle, partially offset by the somewhat higher interest expense and other costs related to the increase in outstanding debt but mitigated by the reduced average interest rate on outstanding debt.
 
Net investment income

Net investment income was $22.1 million and $23.3 million, respectively, for the three months ended March 31, 2020 and 2019. The decrease in net investment income in the three months ended March 31, 2020 compared to the three months ended March 31, 2019 primarily reflects the decrease in total investment income, partially offset by the decrease in expenses in the three months ended March 31, 2020.

Net realized and unrealized gain or loss

Net realized gain for the three months ended March 31, 2020 and 2019 was $5.0 million and $(0.3) million, respectively. Net realized gain for the three months ended March 31, 2020 was comprised primarily of a $4.9 million gain on the disposition of our investment in STG-Fairway (First Advantage), exclusive of prepayment income earned.

For the three months ended March 31, 2020 and 2019, the change in net unrealized appreciation/depreciation was $(96.5) million and $1.1 million, respectively. The change in net unrealized appreciation/depreciation for the three months ended March 31, 2020 was primarily driven by spread widening and volatility across our portfolio related to the market impact of COVID-19. The change in net unrealized appreciation/depreciation for the three months ended March 31, 2019 was comprised primarily of various market gains resulting from generally tighter spreads, partially offset by a $2.5 million markdown on Green Biologics

Incentive compensation

Beginning January 1, 2018, incentive compensation is paid to the Advisor as a fee and included in operating expenses in the Statement of Operations rather than as an allocation and distribution to SVCP's general partner within the Statement of Operations. Incentive compensation included in operating expenses for the three months ended March 31, 2020 and 2019 was $0.0 million and $5.4 million, respectively. There was no incentive compensation for the three months ended March 31, 2020 as a result of our cumulative total return not exceeding the total return hurdle.

Income tax expense, including excise tax

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

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make the requisite distributions to its stockholders which will generally relieve the Company from U.S. federal income taxes.

Depending on the level of taxable income earned in a tax year, we may choose to carry forward taxable income in excess of current year dividend distributions from such current year taxable income into the next tax year and pay a 4% excise tax on such income. Any excise tax expense is recorded at year end as such amounts are known. There was no excise tax expense recorded for the three months ended March 31, 2020 and 2019.

Net increase (decrease) in net assets resulting from operations

The net increase (decrease) in net assets applicable to common shareholders resulting from operations was $(69.5) million and $24.1 million for the three months ended March 31, 2020 and 2019, respectively. The lower net increase in net assets resulting from operations during the three months ended March 31, 2020 was primarily due to the higher net realized and unrealized loss and the lower net investment income during the three months ended March 31, 2020 compared to the three months ended March 31, 2019.

Liquidity and capital resources

Since our inception, our liquidity and capital resources have been generated primarily through the initial private placement of common shares of Special Value Continuation Fund, LLC (the predecessor entity) which were subsequently converted to common stock of the Company, the net proceeds from the initial and secondary public offerings of our common stock, amounts outstanding under our Leverage Program, and cash flows from operations, including investments sales and repayments and income earned from investments and cash equivalents. The primary uses of cash have been investments in portfolio companies, cash distributions to our equity holders, payments to service our Leverage Program and other general corporate purposes.

The following table summarizes the total shares issued and proceeds received in connection with the Company’s dividend reinvestment plan for the three months ended March 31, 2020 and 2019:
 2020 2019
Shares Issued486
 193
Average Price Per Share$6.25
 $14.19
Proceeds$3,039
 $2,738

On February 24, 2015, the Company’s board of directors approved a stock repurchase plan (the “Company Repurchase Plan”) to acquire up to $50.0 million in the aggregate of the Company’s common stock at prices at certain thresholds below the Company’s net asset value per share, in accordance with the guidelines specified in Rule 10b-18 and Rule 10b5-1 of the Securities Exchange Act of 1934. The Company Repurchase Plan is designed to allow the Company to repurchase its common stock at times when it otherwise might be prevented from doing so under insider trading laws. The Company Repurchase Plan requires an agent selected by the Company to repurchase shares of common stock on the Company’s behalf if and when the market price per share is at certain thresholds below the most recently reported net asset value per share. Under the plan, the agent will increase the volume of purchases made if the price of the Company’s common stock declines, subject to volume restrictions. The timing and amount of any stock repurchased depends on the terms and conditions of the Company Repurchase Plan, the market price of the common stock and trading volumes, and no assurance can be given that any particular amount of common stock will be repurchased. The Company Repurchase Plan was re-approved on April 30, 2020, to be in effect through the earlier of two trading days after our second quarter 2020 earnings release, unless further extended or terminated by our board of directors, or such time as the approved $50.0 million repurchase amount has been fully utilized, subject to certain conditions. The following table summarizes the total shares repurchased and amounts paid by the Company under the Company Repurchase Plan, including broker fees, for the three months ended March 31, 2020 and 2019:

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 2020 2019
Shares Repurchased1,000,000
 9,000
Price Per Share *$6.10
 $13.96
Total Cost$6,100,190
 $125,679
______________
*Weighted-average price per share
 
Total leverage outstanding and available under the combined Leverage Program at March 31, 2020 were as follows:
 Maturity Rate Carrying Value* Available Total
Capacity
SVCP Facility
2023 **

L+2.00%
 
$108,362,940
 $161,637,060
 $270,000,000
TCPC Funding Facility2023 L+2.00%
 
215,000,000
 85,000,000
 300,000,000
SBA Debentures 2024−2029 2.63%
§ 
138,000,000
 12,000,000
 150,000,000
2022 Convertible Notes ($140 million par)2022 4.625% 138,739,857
 
 138,739,857
2022 Notes ($175 million par)2022 4.125% 174,681,290
 
 174,681,290
2024 Notes ($200 million par)2024 3.900% 197,891,341
 
 197,891,341
Total leverage    972,675,428
 $258,637,060
 $1,231,312,488
Unamortized issuance costs    (7,217,414)    
Debt, net of unamortized issuance costs    $965,458,014
    
______________
*
Except for the convertible notes, the 2022 Notes and the 2024 Notes, all carrying values are the same as the principal amounts outstanding.
As of March 31, 2020, $8.2 million of the outstanding amount bore interest at a rate of EURIBOR + 2.00%
Subject to certain funding requirements
§Weighted-average interest rate, excluding fees of 0.36% or 0.35%
**
In April 2020, the maturity was extended to May 6, 2024
 
Under Section 61(a) of the 1940 Act, prior to March 23, 2018, a BDC was generally not permitted to issue senior securities unless after giving effect thereto the BDC met a coverage ratio of total assets, less liabilities and indebtedness not represented by senior securities, to total senior securities, which includes all borrowings of the BDC, of at least 200%. On March 23, 2018, the Small Business Credit Availability Act (“SBCAA”) was signed into law, which among other things, amended Section 61(a) of the 1940 Act to add a