What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2021-02-25 compared with 2020-02-26 · 85 added, 52 removed, 81 unchanged (63% of the section changed)

4 unchanged sentences

There can be no assurance, however, that such premium or discount ranges, as applicable, to net asset value will be maintained.

(Discount) of

Premium/ (Discount) of High Sales Price to NAV (3)

Premium/ (Discount) of Low Sales Price to NAV (3)

Declared Dividends

Fiscal year ended December 31, 2020

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

As of February 25, 2020 , we had approximately 30,000 beneficial owners whose shares are held in the names of the brokers, dealers and clearing agencies, and we had 25 stockholders of record.

On February 25, 2020 , the last reported sales price of our common stock was $13.77 per share.

As of February 24, 2021, we had approximate ly 30,000 beneficial owners whose shares are held in the names of the brokers, dealers and clearing agencies, and we had 21 stockholders of record.

On February 24, 2021, the last reported sales price of our common stock wa s $12.62 per share.

The table below sets forth each class of our outstanding securities as of February 24, 2021.

Title of Class

Amount Held by

Registrant or for

Title of Class Amount Authorized Amount Held by Registrant or for its Account Amount Outstanding

Common Stock 200,000,000 — 57,767,264

Distributions

Our quarterly dividends and distributions to common stockholders are recorded on the ex-dividend date and are determined by our board of directors.

Distributions are declared considering our estimate of annual taxable income available for distribution to stockholders and the amount of taxable income carried over from the prior year for

distribution in the current year.

Distributions are declared considering our estimate of annual taxable income available for distribution to stockholders and the amount of taxable income carried over from the prior year for distribution in the current year.

We do not have a policy to pay distributions at a specific level and expect to continue to distribute substantially all of our taxable income.

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The following table summarizes the Company’s dividends declared and paid for the year ended December 31, 2020:

Date Declared

February 28, 2019

March 15, 2019

March 29, 2019

June 14, 2019

June 28, 2019

August 8, 2019

September 16, 2019

September 30, 2019

November 6, 2019

December 17, 2019

December 31, 2019

Date Declared Record Date Payment Date Type Amount Per Share Total Amount

February 26, 2020 March 17, 2020 March 31, 2020 Regular $ 0.36 $ 21,155,913

May 11, 2020 June 16, 2020 June 30, 2020 Regular 0.36 20,796,088

August 6, 2020 September 16, 2020 September 30, 2020 Regular 0.30 17,330,179

November 2, 2020 December 17, 2020 December 31, 2020 Regular 0.30 17,330,179

$ 1.32 $ 76,612,359

The following table summarizes the Company’s dividends declared and paid for the year ended December 31, 2019:

Date Declared

February 27, 2018

March 16, 2018

March 30, 2018

June 15, 2018

June 29, 2018

August 8, 2018

September 14, 2018

September 28, 2018

November 8, 2018

December 17, 2018

December 31, 2018

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

May 8, 2019 June 14, 2019 June 28, 2019 Regular 0.36 21,155,688

August 8, 2019 September 16, 2019 September 30, 2019 Regular 0.36 21,155,760

November 6, 2019 December 17, 2019 December 31, 2019 Regular 0.36 21,155,837

$ 1.44 $ 84,622,904

Tax characteristics of all dividends are reported to stockholders on Form 1099-DIV or Form 1042-S after the end of the calendar year.

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We will accrue excise tax on estimated taxable income as required.

In addition, although we currently intend to distribute realized net capital gains (i.e., net long-term capital gains in excess of short-term capital losses), if any, at least annually, out of the assets legally available for such distributions, we may in the future decide to retain such capital gains for investment.

We have adopted an “opt in” dividend reinvestment plan for our common stockholders.

As a result, if we declare a dividend or other distribution payable in cash, each stockholder that has not “opted in” to our dividend reinvestment plan will receive such dividends in cash, rather than having their dividends automatically reinvested in additional shares of our common stock.

In addition, although we currently intend to distribute realized net capital gains (i.e., net long-

term capital gains in excess of short-term capital losses), if any, at least annually, out of the assets legally available for such distributions, we may in the future decide to retain such capital gains for investment.

We may not be able to achieve operating results that will allow us to make dividends and distributions at a specific level or to increase the amount of these dividends and distributions from time to time.

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federal income tax purposes.

COMPARISON OF CUMULATIVE TOTAL RETURN AMONG BLACKROCK TCP CAPITAL CORP.,

S&P 500 TOTAL RETURN INDEX AND WELLS FARGO BUSINESS DEVELOPMENT COMPANY INDEX

COMPARISON OF CUMULATIVE TOTAL RETURN AMONG BLACKROCK TCP CAPITAL CORP., S&P 500 TOTAL RETURN INDEX AND WELLS FARGO BUSINESS DEVELOPMENT COMPANY INDEX

Total Return Performance

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Assumes all dividends are reinvested on the respective dividend payment dates without commissions.

Fees and Expenses

The following table is intended to assist you in understanding the costs and expenses that an investor in a potential offering of our common stock would bear directly or indirectly.

The following table and example should not be considered a representation of our future expenses.

Actual expenses may be greater or less than shown.

The following table and example represent our best estimate of the fees and expenses that we expect to incur during the next twelve months.

Stockholder Transaction Expenses

Sales Load (as a percentage of offering price) % (1)

Offering Expenses (as a percentage of offering price) % (2)

Dividend Reinvestment Plan Fees — (3)

Total Stockholder Transaction Expenses (as a percentage of offering price)

Annual Expenses (as a Percentage of Net Assets Attributable to Common Stock)(4)

Base Management Fees 3.06 % (5)

Incentive Compensation Payable Under the Investment Management Agreement 1.96 % (6)

Interest Payments on Borrowed Funds 4.4 % (7)

Other Expenses 1.02 % (8)

Total Annual Expenses 10.44 %

(1) In the event that securities are sold to or through underwriters, a corresponding prospectus supplement will disclose the applicable sales load.

(2) The related prospectus supplement will disclose the estimated amount of offering expenses, the offering price and the estimated offering expenses borne by us as a percentage of the offering price.

(3) The expenses of the dividend reinvestment plan are included in “other expenses.”

(4) The “net assets attributable to common stock” used to calculate the percentages in this table is our average net assets of $735.6 million for the twelve month period ended December 31, 2020.

(5) The base management fee is 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.

The percentage shown in the table, which assumes all capital and leverage is invested at the maximum level, is calculated by determining the ratio that the aggregate base management fee bears to our net assets attributable to common stock and not total assets.

We make this conversion because all of our interest is indirectly borne by our common stockholders.

If we borrow money or issue preferred stock and invest the proceeds other than in cash and cash equivalents, our base management fees will increase.

The base management fee for any partial quarter is appropriately prorated.

(6) 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 incentive compensation is payable quarterly in arrears (or upon termination of the Advisor as the investment manager, as of the termination date).

For assets held on January 1, 2013, capital gain, loss and depreciation are measured on an asset by asset basis against the value thereof as of December 31, 2012.

The capital gains component is paid or distributed in full prior to payment or distribution of the ordinary income component.

(7) “Interest Payments on Borrowed Funds” represents interest and fees estimated to be accrued on the Operating Facility and Funding Facility II and amortization of debt issuance costs, and assumes the Operating Facility and Funding Facility II are fully drawn (subject to asset coverage limitations under the 1940 Act) and that the interest

rate on the debt issued (i) under the Operating Facility is the rate in effect as of December 31, 2020, which was 2.14% and (ii) under the Funding Facility II is the rate in effect as of December 31, 2020, which was 2.15%.

“Interest Payments on Borrowed Funds” additionally represents interest and fees estimated to be accrued on our $140.0 million in aggregate principal amount of our 4.625% convertible senior unsecured notes due 2022, which bear interest at an annual rate of 4.625%, payable semi-annually, and are convertible into shares of our common stock under certain circumstances, our $175.0 million in aggregate principal amount of notes due 2022, which bear interest at an annual rate of 4.125%, payable semi-annually, our $250.0 million in aggregate principal amount of notes due 2024, which bear interest at an annual rate of 3.90%, payable semi-annually, and our $150.0 million of committed leverage from the SBA, which SBA debentures, once drawn, bear an interim interest rate of LIBOR plus 30 basis points, are non-recourse and may be prepaid at any time without penalty, and assumes that the committed leverage from the SBA is fully drawn.

When we borrow money or issue preferred stock, all of our interest and preferred stock dividend payments are indirectly borne by our common stockholders.

(8) “Other Expenses” includes our estimated overhead expenses, including expenses of our Advisor reimbursable under the investment management agreement and of the Administrator reimbursable under the administration agreement except for certain administration overhead costs which are not currently contemplated to be charged to us.

Such expense estimate, other than the Administrator expenses, is based on actual other expenses for the twelve month period ended December 31, 2020.

The following example demonstrates the projected dollar amount of total cumulative expenses (including stockholder transaction expenses and annual expenses) that would be incurred over various periods with respect to a hypothetical investment in our common stock.

In calculating the following expense amounts, we have assumed that our annual operating expenses remain at the levels set forth in the table above.

1 year 3 years 5 years 10 years

You would pay the following expenses on a $1,000 investment, assuming a 5% annual return resulting entirely from net investment income(1) $ 107 $ 261 $ 405 $ 722

You would pay the following expenses on a $1,000 investment, assuming a 5% annual return resulting entirely from net realized capital gains(2) $ 107 $ 261 $ 405 $ 722

(1) All incentive compensation (on both net investment income and net realized gains) is subject to a total return hurdle of 7%.

Consequently, no incentive compensation would be incurred in this scenario.

(2) All incentive compensation (on both net investment income and net realized gains) is subject to a total return hurdle of 7%.

Consequently, no incentive compensation would be incurred in this scenario.

Assumes no unrealized capital depreciation.

While the example assumes, as required by the SEC, a 5% annual return, our performance will vary and may result in a return greater or less than 5%.

There is no incentive compensation either on income or on capital gains under our investment management agreement assuming a 5% annual return and therefore it is not included in the example.

If we achieve sufficient returns on our investments, including through the realization of capital gains, to trigger an incentive compensation of a material amount, our distributions to our common stockholders and our expenses would likely be higher.

In addition, the example assumes reinvestment of all dividends and distributions at net asset value.

Selected Financial Data

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Fiscal Year Ended December 31,

2020 2019 2018 2017 2016

Performance Data:

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Dividend income 2,473,865 2,392,274 750,714 254,025 —

Lease income 38,136 297,827 297,827 294,366 1,571,280

Other income 7,933,508 891,805 302,829 1,893,764 1,591,071

Total investment income 172,103,726 195,165,915 190,499,184 175,969,500 148,180,765

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Management and advisory fees 23,806,418 24,860,910 24,179,376 21,560,868 18,881,786

Incentive fee

Incentive fee 15,314,201 20,307,759 23,346,164 N/A * N/A *

Other expenses 8,524,090 8,740,358 9,027,528 7,879,489 8,283,156

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Net realized and unrealized gains (losses) (9,410,581) (64,277,304) (47,908,773) (22,790,283) 114,502

Gain on repurchase of Series A preferred interests

Dividends to preferred interest holders

Incentive allocation

Realized loss on extinguishment of debt (2,436,913) — — — —

Incentive allocation N/A * N/A * N/A * (22,680,323) (19,050,665)

Net increase in net assets applicable to common shareholders resulting from operations $ 71,374,488 $ 30,580,789 $ 45,475,882 $ 67,931,014 $ 76,317,159

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Assets and Liabilities Data:

1,649,506,895

1,597,285,790

1,514,532,703

1,314,969,870

1,182,919,725

1,722,069,196

1,659,535,689

1,629,422,368

1,387,598,461

1,239,112,951

Investments $ 1,629,564,482 $ 1,649,506,895 $ 1,597,285,790 $ 1,514,532,703 $ 1,314,969,870

Other assets 42,422,673 72,562,301 62,249,899 114,889,665 72,628,591

Total assets 1,671,987,155 1,722,069,196 1,659,535,689 1,629,422,368 1,387,598,461

Debt, net of unamortized issuance costs 850,016,199 907,802,387 805,202,192 725,200,281 571,658,862

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Total liabilities 907,000,577 945,750,810 829,060,962 758,694,242 596,662,470

Net assets $ 764,986,578 $ 776,318,386 $ 830,474,727 $ 870,728,126 $ 790,935,991

Investment Activity Data:

of portfolio companies at period end 96 105 95 95 90

Acquisitions $ 460,153,100 $ 700,024,114 $ 634,002,472 $ 865,427,957 $ 587,219,129

Sales, repayments, and other disposals $ 480,719,625 $ 596,374,086 $ 512,795,715 $ 655,674,365 $ 473,457,512

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity