Item 8. Financial Statements and Supplementary Data
Item 8. Financial Statements and Supplementary Data
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Reports of Independent Registered Public Accounting Firm
93
Consolidated Statements of Assets and Liabilities as of December 31 , 2020 and December 31, 2019
96
Consolidated Schedule of Investments as of December 31 , 2020 and December 31, 2019
97
Consolidated Statements of Operations for the years ended December 31, 2020, 2019 and 2018
115
Consolidated Statements of Changes in Net Assets for the years ended December 31 , 2020 , 2019 and 2018
116
Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2019 and 2018
117
Notes to Consolidated Financial Statements
118
Consolidated Schedule of Changes in Investments in Affiliates as of December 31 , 2020 and 2019
145
Consolidated Schedule of Restricted Securities of Unaffiliated Issuers as of December 31, 2020 and 2019
149
92
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of BlackRock TCP Capital Corp.
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of assets and liabilities of BlackRock TCP Capital Corp. and subsidiaries (the "Company"), including the consolidated schedules of investments, as of December 31, 2020 and 2019, the related consolidated statements of operations, changes in net assets, and cash flows, for each of the three years in the period then ended, consolidated financial highlights (in Note 10) for each of the five years in the period then ended, and the related consolidated notes and consolidating schedules and statements listed in Index at Item 15(a) (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations, changes in net assets, and cash flows for each of the three years in the period then ended, and financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 25, 2021, expressed an unqualified opinion on the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of investments owned as of December 31, 2020 and 2019, by correspondence with the custodian, loan agents, and borrowers; when replies were not received, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to an account or disclosure that is material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
93
Investment Valuation — Level 3 Investments — Refer to Note 2 to the financial statements
Critical Audit Matter Description
The Company held investments classified as Level 3 investments under accounting principles generally accepted in the United States of America. These investments included bank debt, other corporate debt, and equity, which are valued based on quotations or other affirmative pricing from independent third-party sources, or priced directly by Tennenbaum Capital Partners, LLC (the “Advisor”), each of which was determined using quotes and other observable market data to the extent such data are available, but which also required the use of one or more unobservable inputs significant to the valuation taken as a whole. 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 fair value of the Company’s Level 3 investments was $1,559,145,483 as of December 31, 2020.
We identified the valuation of Level 3 investments as a critical audit matter because of the judgments necessary for
management to select valuation methodologies and to select significant unobservable inputs to estimate the fair value. This required a high degree of audit judgement and increased effort, including the need to involve our fair value specialists who possess significant quantitative and modeling expertise, to audit and evaluate the appropriateness of these models and unobservable inputs.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the valuation methodologies and unobservable inputs used by management to estimate the fair value of Level 3 investments included the following, among others:
• We tested the effectiveness of controls over management’s valuation of Level 3 investments, including those related to selection of valuation methodologies and significant unobservable inputs.
• We evaluated the appropriateness of the selected valuation methodologies used for Level 3 investments and tested the related significant unobservable inputs by comparing these inputs to external sources. We evaluated the reasonableness of any significant changes in valuation methodologies or significant unobservable inputs for those investments from the prior year-end, including the considerations of the impact of COVID-19. For selected investments, we used the assistance of our fair value specialists.
• For selected investments, with the assistance of our fair value specialists, we developed an independent estimate of the fair value and compared our estimate to management’s estimate.
• We evaluated management’s ability to reasonably estimate fair value by comparing management’s historical estimates to subsequent transactions, taking into account changes in market- or investment- specific conditions, where applicable.
/s/ DELOITTE & TOUCHE LLP
Los Angeles, California
February 25, 2021
We have served as the Company’s auditor since 2015.
94
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of BlackRock TCP Capital Corp.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of BlackRock TCP Capital Corp. and subsidiaries (the “Company”) as of December 31, 2020, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2020, of the Company and our report dated February 25, 2021, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ DELOITTE & TOUCHE LLP
Los Angeles, California
February 25, 2021
95
BlackRock TCP Capital Corp.
Consolidated Statements of Assets and Liabilities
December 31, 2020 December 31, 2019
Assets
Investments, at fair value:
Companies less than 5% owned (cost of $1,473,322,720 and $1,483,508,500, respectively) $ 1,461,610,769 $ 1,474,318,011
Companies 5% to 25% owned (cost of $63,114,875 and $70,112,667, respectively) 68,927,182 75,880,291
Companies more than 25% owned (cost of $136,332,302 and $135,655,840, respectively) 99,026,531 99,308,593
Total investments (cost of $1,672,769,897 and $1,689,277,007, respectively) 1,629,564,482 1,649,506,895
Cash and cash equivalents 20,006,580 44,848,539
Accrued interest income:
Companies less than 5% owned
15,557,669 16,937,339
Companies 5% to 25% owned
368 665,165
Companies more than 25% owned
13,611 305,721
Deferred debt issuance costs 4,984,388 5,476,382
Receivable for investments sold 278,737 1,316,667
Prepaid expenses and other assets 1,581,320 3,012,488
Total assets 1,671,987,155 1,722,069,196
Liabilities
Debt, net of unamortized issuance costs of $6,308,172 and $7,711,684, respectively 850,016,199 907,802,387
Payable for investments purchased 33,275,348 13,057,446
Interest payable 9,886,085 10,837,121
Management and advisory fees payable 5,753,347 5,429,075
Incentive compensation payable 5,020,794 4,753,671
Reimbursements due to the Advisor 1,344,756 1,591,651
Accrued expenses and other liabilities 1,704,048 2,279,459
Total liabilities
907,000,577 945,750,810
Commitments and contingencies (Note 5)
Net assets
$ 764,986,578 $ 776,318,386
Composition of net assets applicable to common shareholders
Common stock, $0.001 par value; 200,000,000 shares authorized, 57,767,264 and 58,766,426 shares issued and outstanding as of December 31, 2020 and December 31, 2019, respectively $ 57,767 $ 58,766
Paid-in capital in excess of par
979,973,202 997,379,362
Distributable earnings (loss)
(215,044,391) (221,119,742)
Net assets
$ 764,986,578 $ 776,318,386
Net assets per share $ 13.24 $ 13.21
See accompanying notes to the consolidated financial statements.
96
BlackRock TCP Capital Corp.
Consolidated Schedule of Investments
December 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 % 6.44 % 5/31/2024 $ 5,127,551 $ 5,072,277 $ 5,005,102 0.30 % N
Unanet, Inc. First Lien Term Loan LIBOR(M) — 6.25 % 6.44 % 5/31/2024 $ 19,897,959 19,747,253 19,579,592 1.19 % N
Unanet, Inc. Sr Secured Revolver LIBOR(M) — 6.25 % 6.44 % 5/31/2024 $ 2,448,980 2,431,281 2,409,796 0.15 % N
27,250,811 26,994,490 1.64 %
Airlines
Mesa Airlines, Inc. Aircraft Acquisition Incremental Loan LIBOR(M) 2.00 % 5.00 % 7.00 % 9/27/2023 $ 1,947,089 1,929,445 1,888,676 0.11 % N
Mesa Airlines, Inc. Aircraft Acquisition Loan LIBOR(M) 2.00 % 5.00 % 7.00 % 6/5/2023 $ 15,488,204 15,358,100 15,116,487 0.92 % N
One Sky Flight, LLC First Lien Term Loan LIBOR(Q) 1.00 % 7.50 % 8.50 % 12/27/2024 $ 19,000,000 18,679,830 19,190,000 1.16 % N
35,967,375 36,195,163 2.19 %
Automobiles
AutoAlert, LLC First Lien Incremental Term Loan LIBOR(Q) 0.25 % 10.75 % 11.00 % 1/1/2022 $ 41,207,522 41,207,522 38,776,278 2.35 % N
AutoAlert, LLC First Lien Term Loan LIBOR(Q) 0.25 % 10.75 % 11.00 % 1/1/2022 $ 16,307,846 16,307,846 15,345,683 0.93 % N
DealerFX, Inc. First Lien Term Loan LIBOR(Q) 1.00 % 6.25% Cash + 2.00% PIK 9.25 % 2/1/2023 $ 16,520,125 16,365,326 16,404,484 0.99 % N
73,880,694 70,526,445 4.27 %
Building Products
Dodge Data & Analytics, LLC First Lien Delayed Draw Term Loan LIBOR(Q) 1.00 % 7.00 % 8.00 % 3/31/2021 $ 819,552 819,552 819,552 0.05 % N
Dodge Data & Analytics, LLC First Lien Term Loan LIBOR(Q) 1.00 % 7.00 % 8.00 % 3/31/2021 $ 33,152,046 33,152,046 33,152,046 2.01 % N
33,971,598 33,971,598 2.06 %
Capital Markets
HighTower Holding, LLC Second Lien Term Loan LIBOR(Q) 1.00 % 8.75 % 9.75 % 1/31/2026 $ 15,080,645 14,774,280 15,080,645 0.91 % N
HighTower Holding, LLC Second Lien Delayed Draw Term Loan LIBOR(Q) 1.00 % 8.75 % 9.75 % 1/31/2026 $ 6,169,355 6,073,309 6,169,355 0.37 % N
HighTower Holdings Second Lien Term Loan LIBOR(Q) 1.00 % 8.75 % 9.75 % 1/31/2026 $ 6,249,999 6,128,534 6,249,999 0.38 % N
Pico Quantitative Trading, LLC First Lien Term Loan (1.0% Exit Fee) LIBOR(Q) 1.50 % 7.25 % 8.75 % 2/7/2025 $ 21,791,007 20,969,685 21,594,888 1.31 % L/N
47,945,808 49,094,887 2.97 %
Commercial Services and Supplies
Kellermeyer Bergensons Services, LLC First Lien Delayed Draw Term Loan A LIBOR(Q) 1.00 % 6.50 % 7.50 % 11/7/2026 $ 1,423,529 1,411,012 1,437,765 0.09 % N
Kellermeyer Bergensons Services, LLC First Lien Delayed Draw Term Loan B LIBOR(Q) 1.00 % 6.50 % 7.50 % 11/7/2026 $ 371,111 354,609 390,705 0.02 % N
Kellermeyer Bergensons Services, LLC First Lien Term Loan LIBOR(Q) 1.00 % 6.50 % 7.50 % 11/7/2026 $ 6,470,588 6,419,832 6,535,294 0.40 % N
Team Software, Inc. First Lien Incremental Term Loan LIBOR(Q) — 5.50 % 5.81 % 9/17/2023 $ 7,220,080 7,142,178 7,183,980 0.44 % N
Team Software, Inc. First Lien Revolver LIBOR(Q) — 5.50 % 5.81 % 9/17/2023 $ 1,053,363 1,024,123 1,035,807 0.06 % N
Team Software, Inc. First Lien Term Loan LIBOR(Q) — 5.50 % 5.81 % 9/17/2023 $ 13,167,038 13,050,648 13,101,203 0.79 % N
29,402,402 29,684,754 1.80 %
Communications Equipment
Avanti Communications Jersey Limited (United Kingdom) 1.25 Lien Term Loan Fixed — 12.5% PIK 12.50 % 5/24/2021 $ 232,780 232,780 232,780 0.01 % H/N
Avanti Communications Jersey Limited (United Kingdom) 1.5 Lien Delayed Draw Term Loan Fixed — 12.5% PIK 12.50 % 5/24/2021 $ 1,373,054 1,373,054 1,373,054 0.08 % H/N
Avanti Communications Jersey Limited (United Kingdom) 1.5 Lien Term Loan Fixed — 12.5% PIK 12.50 % 5/24/2021 $ 319,776 294,921 319,776 0.02 % H/N
Avanti Communications Group, PLC (United Kingdom) Sr New Money Initial Note Fixed — 9% PIK — 10/1/2022 $ 1,592,934 1,591,586 637,174 0.04 % C/E/G/H/N
Avanti Communications Group, PLC (United Kingdom) Sr Second-Priority PIK Toggle Note Fixed — 9% PIK — 10/1/2022 $ 4,064,721 4,064,219 1,625,888 0.10 % C/E/G/H/N
7,556,560 4,188,672 0.25 %
97
BlackRock TCP Capital Corp.
Consolidated Schedule of Investments (Continued)
December 31, 2020
Issuer Instrument Ref Floor Spread Total Coupon Maturity Principal Cost Fair
Value % of Total
Cash and
Investments Notes
Debt Investments (continued)
Construction and Engineering
Hylan Datacom & Electrical, LLC First Lien Incremental Term Loan LIBOR(Q) 1.00 % 5.50% Cash + 4.50% PIK 11.00 % 7/25/2021 $ 2,658,374 $ 2,645,763 $ 2,261,479 0.14 % N
Hylan Datacom & Electrical, LLC First Lien Term Loan (3.15% Exit Fee) LIBOR(Q) 1.00 % 5.50% Cash + 4.50% PIK 11.00 % 7/25/2021 $ 14,714,236 14,689,002 12,517,400 0.76 % L/N
17,334,765 14,778,879 0.90 %
Consumer Finance
Auto Trakk SPV, LLC First Lien Delayed Draw Term Loan LIBOR(M) 0.50 % 6.50 % 7.00 % 12/21/2021 $ 21,708,042 21,627,288 21,708,042 1.32 % N
Barri Financial Group, LLC First Lien Term Loan LIBOR(Q) 1.00 % 7.75 % 8.75 % 10/23/2024 $ 16,386,623 16,058,193 16,550,489 1.00 % N
Open Lending, LLC First Lien Term Loan LIBOR(M) 1.00 % 6.50 % 7.50 % 3/11/2027 $ 4,906,250 4,766,726 4,893,984 0.30 % N
42,452,207 43,152,515 2.62 %
Diversified Consumer Services
Spark Networks, Inc. Sr Secured Revolver LIBOR(Q) 1.50 % 8.00 % 9.50 % 7/1/2023 $ — (22,151) (12,272) — K/N
Spark Networks, Inc. First Lien Term Loan LIBOR(Q) 1.50 % 8.00 % 9.50 % 7/1/2023 $ 19,848,972 19,372,272 19,551,237 1.19 % N
Spark Networks, Inc. First Lien Term Loan LIBOR(Q) 1.50 % 8.00 % 9.50 % 7/1/2023 $ 1,207,065 1,171,712 1,188,959 0.07 % N
Thras.io, LLC First Lien Delayed Draw Term Loan LIBOR(Q) 1.00 % 7.00 % 8.00 % 12/18/2026 $ — (248,494) (248,494) (0.02) % K/N
Thras.io, LLC First Lien Term Loan LIBOR(Q) 1.00 % 7.00 % 8.00 % 12/18/2026 $ 15,060,241 14,683,735 14,683,735 0.89 % K/N
34,957,074 35,163,165 1.19 %
Diversified Financial Services
36th Street Capital Partners Holdings, LLC Senior Note Fixed — 12.00 % 12.00 % 11/30/2025 $ 40,834,419 40,834,419 40,834,419 2.48 % E/F/N
Aretec Group, Inc. (Cetera) Second Lien Term Loan LIBOR(M) — 8.25 % 8.40 % 10/1/2026 $ 27,105,263 26,876,000 25,478,947 1.54 % G/N
Credit Suisse AG (Cayman Islands) Asset-Backed Credit Linked Notes LIBOR(Q) — 9.50 % 11.50 % 4/12/2025 $ 38,000,000 38,000,000 30,856,000 1.87 % H/I/N
GC Agile Holdings Limited (Apex) (England) First Lien Delayed Term Loan B LIBOR(Q) 1.25 % 7.00 % 8.25 % 6/15/2025 $ 18,788,475 18,490,655 18,675,561 1.13 % H/N
GC Agile Holdings Limited (Apex) (England) First Lien Term Loan A LIBOR(Q) 1.25 % 7.00 % 8.25 % 6/15/2025 $ 816,583 803,983 809,070 0.05 % H/N
RSB-160, LLC (Lat20) First Lien Delayed Draw Term Loan LIBOR(M) 1.00 % 6.00 % 7.00 % 7/20/2022 $ 1,533,333 1,518,675 1,533,333 0.09 % N
126,523,732 118,187,330 7.16 %
Diversified Telecommunication Services
Aventiv Technologies, Inc. (Securus) Second Lien Term Loan LIBOR(Q) 1.00 % 8.25 % 9.25 % 11/1/2025 $ 25,846,154 25,679,341 21,237,009 1.30 %
Telarix, Inc. First Lien Term Loan LIBOR(Q) 1.00 % 6.00 % 7.00 % 11/19/2023 $ 7,368,750 7,295,192 7,242,008 0.44 % N
Telarix, Inc. Sr Secured Revolver LIBOR(Q) 1.00 % 6.00 % 7.00 % 11/19/2023 $ — (3,204) (6,143) — N
32,971,329 28,472,874 1.74 %
Electric Utilities
Conergy Asia & ME Pte. Ltd (Singapore) First Lien Term Loan Fixed — — — 6/30/2021 $ 2,110,141 2,110,141 1,154,036 0.07 % D/F/H/N
Kawa Solar Holdings Limited (Conergy) (Cayman Islands) Bank Guarantee Credit Facility Fixed — — — 12/31/2021 $ 6,578,877 6,578,877 3,336,148 0.20 % D/F/H/N
Kawa Solar Holdings Limited (Conergy) (Cayman Islands) Revolving Credit Facility Fixed — — — 12/31/2021 $ 8,668,850 8,668,850 2,114,333 0.13 % D/F/H/N
17,357,868 6,604,517 0.40 %
Electrical Equipment
TCFI Amteck Holdings, LLC First Lien Delayed Draw Term Loan LIBOR(Q) — 6.25 % 6.56 % 12/31/2024 $ 526,131 520,301 526,131 0.03 % N
TCFI Amteck Holdings, LLC First Lien Term Loan LIBOR(Q) — 6.25 % 6.56 % 12/31/2024 $ 8,722,052 8,624,256 8,722,052 0.53 % N
9,144,557 9,248,183 0.56 %
98
BlackRock TCP Capital Corp.
Consolidated Schedule of Investments (Continued)
December 31, 2020
Issuer Instrument Ref Floor Spread Total Coupon Maturity Principal Cost Fair
Value % of Total
Cash and
Investments Notes
Debt Investments (continued)
Energy Equipment and Services
GlassPoint Solar, Inc. First Lien Incremental Term Loan (4.0% Exit Fee) LIBOR(M) 2.00 % 8.50 % — 8/31/2021 $ 4,245,365 $ 4,234,930 $ 1,018,888 0.06 % C/L/N
GlassPoint Solar, Inc. First Lien Incremental Term Loan A LIBOR(M) 2.00 % 8.50 % 10.50 % 8/31/2021 $ 210,986 210,986 210,986 0.01 % N
GlassPoint Solar, Inc. First Lien Term Loan (5.0% Exit Fee) LIBOR(M) — 11.44 % — 8/31/2021 $ 2,324,588 2,283,788 557,901 0.03 % C/L/N
Sphera Solutions, Inc. (Diamondback) First Lien FILO Term Loan B LIBOR(Q) 1.00 % 7.75 % 10.76 % 6/14/2023 $ 23,377,259 23,115,634 23,073,355 1.40 % N
29,845,338 24,861,130 1.50 %
Health Care Technology
CAREATC, Inc. First Lien Term Loan LIBOR(Q) 1.00 % 7.25 % 8.25 % 3/14/2024 $ 8,502,033 8,381,928 8,587,053 0.52 % N
CAREATC, Inc. Sr Secured Revolver LIBOR(Q) 1.00 % 7.25 % 8.25 % 3/14/2024 — (7,938) — — K/N
Edifecs, Inc. First Lien Term Loan LIBOR(Q) 1.00 % 7.50 % 8.50 % 9/21/2026 $ 1,388,889 1,355,499 1,397,222 0.08 % N
Patient Point Network Solutions, LLC Sr Secured Revolver LIBOR(Q) 1.00 % 8.50 % 9.50 % 6/26/2022 — (1,824) — — K/N
Patient Point Network Solutions, LLC First Lien Incremental Term Loan LIBOR(Q) 1.00 % 7.50 % 8.50 % 6/26/2022 $ 1,172,178 1,166,548 1,172,178 0.07 % N
Patient Point Network Solutions, LLC First Lien Term Loan LIBOR(Q) 1.00 % 7.50 % 8.50 % 6/26/2022 $ 6,081,798 6,058,408 6,081,798 0.37 % N
Sandata Technologies, LLC First Lien Term Loan LIBOR(Q) — 6.00 % 6.31 % 7/23/2024 $ 20,250,000 20,016,127 19,723,500 1.20 % N
Sandata Technologies, LLC Sr Secured Revolver LIBOR(Q) — 6.00 % 6.31 % 7/23/2024 — (24,784) (58,500) — K/N
36,943,964 36,903,251 2.24 %
Healthcare Providers and Services
TEAM Services Group Second Lien Term Loan LIBOR(Q) 1.00 % 9.00 % 10.00 % 11/13/2028 $ 25,000,000 24,190,557 24,812,500 1.50 % N
Hotels, Restaurants and Leisure
Fishbowl, Inc. First Lien Term Loan LIBOR(Q) — 9.75 % 10.06 % 1/26/2022 $ 25,990,088 25,818,817 14,944,301 0.91 % N
Pegasus Business Intelligence, LP (Onyx Centersource) First Lien Incremental Term Loan LIBOR(Q) 1.00 % 6.25 % 9.25 % 12/20/2021 $ 5,648,822 5,753,482 4,818,445 0.29 % N
Pegasus Business Intelligence, LP (Onyx Centersource) First Lien Term Loan LIBOR(Q) 1.00 % 6.25 % 9.25 % 12/20/2021 $ 13,510,298 13,732,711 11,524,284 0.70 % N
Pegasus Business Intelligence, LP (Onyx Centersource) Revolver LIBOR(Q) 1.00 % 6.25 % 9.25 % 12/20/2021 $ 671,356 682,522 572,666 0.03 % N
45,987,532 31,859,696 1.93 %
Insurance
2-10 Holdco, Inc. First Lien Term Loan LIBOR(M) 1.00 % 6.00 % 7.00 % 10/31/2024 $ 3,741,667 3,689,786 3,741,667 0.23 % N
2-10 Holdco, Inc. Sr Secured Revolver LIBOR(M) 1.00 % 6.00 % 7.00 % 10/31/2024 — (5,341) — — K/N
AmeriLife Holdings, LLC Second Lien Term Loan LIBOR(Q) 1.00 % 8.50 % 9.50 % 3/18/2028 $ 21,356,400 20,952,696 21,228,262 1.29 % N
AmeriLife Holdings, LLC Second Lien Incremental Term Loan LIBOR(Q) 1.00 % 8.50 % 9.50 % 3/18/2028 $ 7,454,593 7,324,604 7,409,865 0.45 % N
IT Parent First Lien Term Loan LIBOR(Q) 1.00 % 6.25 % 7.25 % 10/1/2026 $ 4,375,000 4,290,457 4,353,125 0.26 % N
IT Parent Sr Secured Revolver LIBOR(Q) 1.00 % 6.25 % 7.25 % 10/1/2026 $ 500,000 488,014 496,875 0.03 % N
36,740,216 37,229,794 1.97 %
Internet and Catalog Retail
Live Auctioneers LLC First Lien Last Out B-2 Term Loan LIBOR(Q) 1.00 % 6.76 % 7.76 % 5/21/2025 $ 13,820,056 13,598,260 13,571,295 0.82 % N
Live Auctioneers LLC First Lien Term Loan LIBOR(Q) 1.00 % 6.76 % 7.76 % 5/21/2025 $ 5,398,131 5,290,496 5,300,964 0.32 % N
Syndigo, LLC Second Lien Term Loan LIBOR(Q) 0.75 % 8.00 % 8.75 % 12/14/2028 $ 12,141,870 11,959,742 11,959,742 0.73 % N
30,848,498 30,832,001 3.08 %
99
BlackRock TCP Capital Corp.
Consolidated Schedule of Investments (Continued)
December 31, 2020
Issuer Instrument Ref Floor Spread Total Coupon Maturity Principal Cost Fair
Value % of Total
Cash and
Investments Notes
Debt Investments (continued)
Internet Software and Services
Acquia Inc. First Lien Term Loan LIBOR(Q) 1.00 % 7.00 % 8.00 % 11/1/2025 $ 16,648,997 $ 16,366,935 $ 16,898,731 1.02 % N
Acquia Inc. Sr Secured Revolver LIBOR(Q) 1.00 % 7.00 % 8.00 % 11/1/2025 — (29,118) — — K/N
Domo, Inc. First Lien Delayed Draw Term Loan (7.0% Exit Fee) LIBOR(M) 1.50 % 5.50% Cash + 2.50% PIK 9.50 % 4/1/2025 $ 53,464,245 53,435,610 54,640,458 3.31 % L/N
Domo, Inc. First Lien Term Loan LIBOR(M) — 9.5% PIK 9.50 % 4/1/2025 $ 2,566,973 77,095 2,618,312 0.16 % N
FinancialForce.com, Inc. First Lien Delayed Draw Term Loan (3.0% Exit Fee) LIBOR(M) 2.75 % 6.75 % 9.50 % 2/1/2024 $ 28,000,000 27,623,116 28,336,000 1.72 % L/N
Foursquare Labs, Inc. First Lien Term Loan (5.0% Exit Fee) LIBOR(M) 2.19 % 7.25 % 9.44 % 10/1/2022 $ 33,750,000 33,546,196 33,817,500 2.05 % L/N
Foursquare Labs, Inc. First Lien Incremental Term Loan LIBOR(M) 2.19 % 7.25 % 9.44 % 10/1/2022 $ 7,500,000 7,286,941 7,477,500 0.45 % N
Foursquare First Lien Term Loan LIBOR(M) 2.19 % 7.25 % 9.44 % 5/1/2023 $ 2,500,000 2,475,000 2,555,000 0.15 % N
Metricstream, Inc First Lien Term Loan LIBOR(Q) 1.00 % 8.00 % 9.00 % 9/28/2024 $ 23,104,483 22,670,625 22,642,394 1.37 % N
Persado, Inc. First Lien Delayed Term Loan (4.25% Exit Fee) LIBOR(M) 1.80 % 7.00 % 8.80 % 2/1/2025 $ 8,782,078 8,708,373 8,694,258 0.53 % L/N
Quartz Holding Company (Quick Base) Second Lien Term Loan LIBOR(M) — 8.00 % 8.15 % 4/2/2027 $ 9,903,019 9,729,081 9,816,367 0.60 % N
ResearchGate GmBH (Germany) First Lien Term Loan (4.0% Exit Fee) EURIBOR (Q) — 8.55 % 8.55 % 10/1/2022 € 6,714,000 8,020,121 8,882,973 0.54 % H/L/N/O
189,909,975 196,379,493 11.90 %
IT Services
Puppet, Inc. First Lien Term Loan (3.0% Exit Fee) LIBOR(Q) 1.00 % 8.50 % 9.50 % 6/19/2023 $ 13,930,936 13,609,649 13,680,179 0.83 % L/N
Web.com Group Inc. Second Lien Term Loan LIBOR(M) — 7.75 % 7.90 % 10/11/2026 $ 19,277,823 19,075,749 18,498,710 1.12 % G/J
Xactly Corporation First Lien Incremental Term Loan B LIBOR(Q) 1.00 % 7.25 % 8.25 % 7/31/2022 $ 4,996,644 4,943,694 4,986,650 0.30 % N
Xactly Corporation First Lien Incremental Term Loan LIBOR(Q) 1.00 % 7.25 % 8.25 % 7/31/2022 $ 2,726,918 2,705,045 2,721,464 0.16 % N
Xactly Corporation First Lien Term Loan LIBOR(Q) 1.00 % 7.25 % 8.25 % 7/31/2022 $ 6,948,120 6,898,077 6,934,224 0.42 % N
Xactly Corporation Sr Secured Revolver LIBOR(Q) 1.00 % 7.25 % 8.25 % 7/31/2022 — (5,443) (1,710) — K/N
47,226,771 46,819,517 2.83 %
Leisure Products
Blue Star Sports Holdings, Inc. First Lien Delayed Draw Term Loan LIBOR(Q) 1.00 % 5.75% cash + 2.00% PIK 8.75 % 6/15/2024 $ 57,122 56,426 53,397 — N
Blue Star Sports Holdings, Inc. First Lien Revolver LIBOR(Q) 1.00 % 5.75% cash + 2.00% PIK 8.75 % 6/15/2024 $ 114,289 112,927 106,837 0.01 % N
Blue Star Sports Holdings, Inc. First Lien Term Loan LIBOR(Q) 1.00 % 5.75% cash + 2.00% PIK 8.75 % 6/15/2024 $ 1,569,444 1,550,003 1,467,116 0.09 % N
1,719,356 1,627,350 0.10 %
Machinery
Sonny's Enterprises, LLC First Lien Term Loan LIBOR(M) 1.00 % 7.00 % 8.00 % 8/5/2026 $ 3,791,553 3,715,824 3,715,722 0.23 % K
Sonny's Enterprises, LLC First Lien Delayed Draw Term Loan LIBOR(M) 1.00 % 7.00 % 8.00 % 8/5/2026 — (183,811) (184,161) (0.01) % K
3,532,013 3,531,561 0.22 %
Media
Khoros, LLC (Lithium) Sr Secured Revolver LIBOR(Q) 1.00 % 8.00 % 9.00 % 10/3/2022 $ 509,379 496,840 474,231 0.03 % N
Khoros, LLC (Lithium) Sr Secured Revolver LIBOR(Q) 1.00 % 8.00 % 9.00 % 10/3/2022 $ 151,743 147,099 141,272 0.01 % N
Khoros, LLC (Lithium) First Lien Incremental Term Loan LIBOR(Q) 1.00 % 8.00 % 9.00 % 10/3/2022 $ 7,131,905 7,054,572 6,967,871 0.42 % N
Khoros, LLC (Lithium) First Lien Term Loan LIBOR(Q) 1.00 % 8.00 % 9.00 % 10/3/2022 $ 20,884,731 20,704,358 20,404,382 1.24 % N
NEP II, Inc. Second Lien Term Loan LIBOR(M) — 7.00 % 7.15 % 10/19/2026 $ 27,000,000 26,418,396 23,409,000 1.42 % G
Quora, Inc. First Lien Term Loan (4.0% Exit Fee) Fixed — 10.10 % 10.10 % 5/1/2022 $ 12,692,602 12,582,602 12,768,758 0.77 % L/N
67,403,867 64,165,514 3.89 %
Metal and Mining
Neenah Foundry Company First Lien Term Loan B LIBOR(Q) 1.00 % 9.00 % 10.00 % 12/13/2022 $ 6,151,857 5,905,998 5,382,875 0.33 % N
100
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Consolidated Schedule of Investments (Continued)
December 31, 2020
Issuer Instrument Ref Floor Spread Total Coupon Maturity Principal Cost Fair
Value % of Total
Cash and
Investments Notes
Debt Investments (continued)
Oil, Gas and Consumable Fuels
Iracore International, Inc. First Lien Term Loan LIBOR(M) 1.00 % 9.00 % 10.00 % 4/13/2021 $ 1,324,140 $ 1,324,140 $ 1,324,140 0.08 % B/N
Personal Products
Olaplex, Inc. Sr Secured Revolver LIBOR(M) 1.00 % 6.50 % 7.50 % 1/8/2025 — (22,078) (13,400) — K/N
Olaplex, Inc. First Lien Term Loan LIBOR(M) 1.00 % 6.50 % 7.50 % 1/8/2026 $ 13,403,873 13,168,640 13,269,835 0.80 % N
Olaplex, Inc. First Lien Term Loan LIBOR(M) 1.00 % 6.50 % 7.50 % 1/8/2026 $ 5,170,752 5,119,044 5,119,044 0.31 % N
Paula's Choice Holdings, Inc. First Lien Term Loan LIBOR(M) 1.00 % 6.25 % 7.25 % 11/17/2025 $ 20,000,000 19,452,319 19,500,000 1.18 % N
37,717,925 37,875,479 2.30 %
Professional Services
Applause App Quality, Inc. First Lien Term Loan LIBOR(Q) 1.00 % 5.00 % 6.00 % 9/20/2022 $ 20,772,306 20,610,750 20,772,306 1.26 % N
Applause App Quality, Inc. Sr Secured Revolver LIBOR(Q) 1.00 % 5.00 % 6.00 % 9/20/2022 — (10,443) — — K/N
CIBT Solutions, Inc. Second Lien Term Loan LIBOR(Q) 1.00 % 7.75 % — 6/1/2025 $ 8,011,188 7,956,586 4,099,044 0.25 % C/G/N
Dude Solutions Holdings, Inc. Sr Secured Revolver LIBOR(Q) 1.00 % 7.50 % 8.50 % 6/13/2025 — (37,510) — — K/N
Dude Solutions Holdings, Inc. First Lien Term Loan LIBOR(Q) 1.00 % 7.50 % 8.50 % 6/13/2025 $ 16,884,883 16,579,885 17,222,581 1.04 % N
Dude Solutions Holdings, Inc. First Lien Incremental Term Loan LIBOR(Q) 1.00 % 7.50 % 8.50 % 6/13/2025 $ 2,227,508 2,183,489 2,272,058 0.14 % N
Dude Solutions Holdings, Inc. First Lien Term Loan LIBOR(Q) 1.00 % 7.50 % 8.50 % 6/13/2025 $ 3,627,272 3,510,848 3,714,327 0.23 % N
iCIMS, Inc. Sr Secured Revolver LIBOR(Q) 1.00 % 6.50 % 7.50 % 9/12/2024 $ 121,678 120,176 119,975 0.01 % K/N
iCIMS, Inc. First Lien Term Loan LIBOR(Q) 1.00 % 6.50 % 7.50 % 9/12/2024 $ 2,351,073 2,315,704 2,318,158 0.14 % N
iCIMS, Inc. First Lien Term Loan LIBOR(Q) 1.00 % 6.50 % 7.50 % 9/12/2024 $ 353,250 346,429 348,305 0.02 % N
Institutional Shareholder Services, Inc. Second Lien Term Loan LIBOR(Q) — 8.50 % 8.72 % 3/5/2027 $ 5,820,856 5,672,120 5,791,752 0.35 % N
RigUp, Inc. First Delayed Draw Term Loan (3.5% Exit Fee) LIBOR(M) 1.50 % 7.00 % 8.50 % 3/1/2024 $ 19,333,333 18,855,629 18,811,333 1.14 % L/N
78,103,663 75,469,839 4.58 %
Real Estate Management and Development
Space Midco, Inc. (Archibus) First Lien Term Loan LIBOR(M) — 6.25 % 6.44 % 12/5/2023 $ 4,444,444 4,387,820 4,355,556 0.26 % N
Space Midco, Inc. (Archibus) Sr Secured Revolver LIBOR(M) — 6.25 % 6.44 % 12/5/2023 — (3,393) (5,556) — K/N
4,384,427 4,350,000 0.26 %
Road and Rail
GlobalTranz Enterprises LLC Second Lien Term Loan LIBOR(M) — 8.25 % 8.40 % 5/15/2027 $ 19,382,324 19,045,353 16,610,652 1.01 % N
Software
Certify, Inc. First Lien Delayed Draw Term Loan LIBOR(M) 1.00 % 5.75 % 6.75 % 2/28/2024 $ 3,188,631 3,150,214 3,161,527 0.19 % N
Certify, Inc. First Lien Term Loan LIBOR(M) 1.00 % 5.75 % 6.75 % 2/28/2024 $ 23,383,293 23,314,597 23,184,535 1.41 % N
Certify, Inc. Sr Secured Revolver LIBOR(M) 1.00 % 5.75 % 6.75 % 2/28/2024 $ 265,719 250,220 256,685 0.02 % K/N
Rhode Holdings, Inc. (Kaseya) First Lien Delayed Draw Term Loan LIBOR(Q) 1.00 % 4% Cash+3% PIK 8.00 % 5/2/2025 $ 1,732,500 1,707,152 1,744,628 0.11 % N
Rhode Holdings, Inc. (Kaseya) First Lien Term Loan LIBOR(Q) 1.00 % 4% Cash+3% PIK 8.00 % 5/2/2025 $ 14,616,458 14,394,168 14,719,558 0.89 % N
Rhode Holdings, Inc. (Kaseya) Sr Secured Revolver LIBOR(Q) 1.00 % 6.50 % 7.50 % 5/2/2025 $ 590,882 572,713 590,882 0.04 % N
Rhode Holdings, Inc. (Kaseya) First Lien Incremental Delayed Draw Term Loan LIBOR(Q) 1.00 % 4% Cash+3% PIK 8.00 % 5/2/2025 — (12,010) 5,710 — K/N
Rhode Holdings, Inc. (Kaseya) First Lien Incremental Term Loan LIBOR(Q) 1.00 % 4% Cash+3% PIK 8.00 % 5/2/2025 $ 1,281,602 1,262,824 1,290,573 0.08 % N
Rhode Holdings, Inc. (Kaseya) First Lien Delayed Draw Term Loan LIBOR(Q) 1.00 % 4% Cash+3% PIK 8.00 % 5/2/2025 — (8,557) 4,905 — K/N
Rhode Holdings, Inc. (Kaseya) First Lien Term Loan LIBOR(Q) 1.00 % 4% Cash+3% PIK 8.00 % 5/2/2025 $ 385,419 377,820 388,117 0.02 % N
Snow Software AB First Lien Term Loan LIBOR(Q) 2.00 % 6.00 % 8.00 % 4/17/2024 $ 10,373,317 10,223,498 10,552,775 0.64 % N
Snow Software AB First Lien Incremental Term Loan LIBOR(Q) 2.00 % 6.00 % 8.00 % 4/17/2024 $ 11,543,865 11,360,297 11,743,574 0.71 % N
Snow Software AB Sr Secured Revolver LIBOR(Q) 2.00 % 6.00 % 8.00 % 4/17/2024 $ 1,308,164 1,248,629 1,308,164 0.08 % N
Snow Software AB First Lien Term Loan LIBOR(Q) 2.00 % 6.00 % 8.00 % 4/21/2021 $ 4,477,328 4,435,255 4,554,786 0.28 % N
Superman Holdings, LLC Sr Secured Revolver PRIME — 7.00 % 10.25 % 8/31/2026 — (29,663) — — K/N
101
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Consolidated Schedule of Investments (Continued)
December 31, 2020
Issuer Instrument Ref Floor Spread Total Coupon Maturity Principal Cost Fair
Value % of Total
Cash and
Investments Notes
Debt Investments (continued)
Superman Holdings, LLC Sr Secured Revolver PRIME — 7.00 % 10.25 % 8/31/2027 $ 8,820,316 $ 8,608,974 $ 8,855,597 0.54 % N
Syntellis Performance Solutions, Inc First Lien Term Loan LIBOR(Q) 1.00 % 8.00 % 9.00 % 8/2/2027 $ 21,402,299 20,783,432 21,509,310 1.30 % N
Winshuttle, LLC First Lien FILO Term Loan LIBOR(M) 1.00 % 8.42 % 9.42 % 8/9/2024 $ 13,867,521 13,575,211 14,075,534 0.85 % N
115,214,774 117,946,860 7.16 %
Specialty Retail
Calceus Acquisition, Inc. (Cole Haan) First Lien Term Loan B LIBOR(Q) — 5.50 % 5.73 % 2/12/2025 $ 590,021 560,513 566,420 0.03 % N
Calceus Acquisition, Inc. (Cole Haan) Sr Secured Notes Fixed — 9.75 % 9.75 % 2/19/2025 $ 20,000,000 19,455,896 21,970,000 1.33 % N
USR Parent, Inc. (Staples) First Lien FILO Term Loan LIBOR(M) 1.00 % 8.84 % 9.84 % 9/12/2022 $ 4,588,974 4,542,337 4,634,863 0.28 % N
24,558,746 27,171,283 1.64 %
Textiles, Apparel and Luxury Goods
Kenneth Cole Productions, Inc. First Lien FILO Term Loan LIBOR(M) 1.00 % 7.75 % 8.75 % 12/28/2023 $ 17,941,278 17,855,159 17,941,278 1.09 % N
PSEB, LLC (Eddie Bauer) First Lien FILO II Term Loan PRIME — 7.25 % 10.50 % 10/12/2023 $ 10,793,402 10,603,924 10,793,402 0.65 % N
PSEB, LLC (Eddie Bauer) First Lien Term Loan LIBOR(Q) 1.50 % 8.00 % 9.50 % 10/12/2023 $ 37,237,236 36,598,542 37,795,794 2.30 % N
WH Buyer, LLC (Anne Klein) First Lien Term Loan LIBOR(Q) 1.50 % 7.76 % 9.26 % 7/16/2025 $ 27,664,640 27,429,571 27,498,652 1.68 % N
WH Buyer, LLC (Anne Klein) First Lien Incremental Term Loan LIBOR(Q) 1.50 % 7.76 % 9.26 % 7/16/2025 $ 5,307,692 5,260,224 5,275,846 0.32 % N
97,747,420 99,304,972 6.04 %
Thrifts and Mortgage Finance
Greystone Select Holdings, LLC First Lien Term Loan LIBOR(Q) 1.00 % 8.00 % 9.00 % 4/17/2024 $ 24,579,526 24,469,428 24,825,321 1.51 % N
Home Partners of America, Inc. First Lien Term Loan LIBOR(M) 1.00 % 6.25 % 7.25 % 10/13/2022 $ 2,857,143 2,836,813 2,857,143 0.17 % N
27,306,241 27,682,464 1.68 %
Tobacco Related
Juul Labs, Inc. First Lien Term Loan LIBOR(Q) 1.50 % 8.00 % 9.50 % 8/2/2023 $ 26,452,995 26,264,571 26,400,089 1.60 % N
Total Debt Investments - 188.9% of Net Assets 1,488,638,125 1,444,803,932 87.59 %
102
BlackRock TCP Capital Corp.
Consolidated Schedule of Investments (Continued)
December 31, 2020
Issuer Instrument Expiration Shares Cost Fair
Value % of Total
Cash and
Investments Notes
Equity Securities
Airlines
Epic Aero, Inc (One Sky) Common Stock 1,842 855,313 11,346,069 0.69 % D/N
Automobiles
AutoAlert Acquisition Co, LLC Warrants to Purchase LLC Interest 6/28/2030 7 2,910,423 2,818,737 0.17 % D/E/N
Capital Markets
Pico Quantitative Trading, LLC Warrants to Purchase Membership Units (144A) 2/7/2030 287 645,121 697,010 0.04 % D/E/N
Chemicals
AGY Holding Corp. Series A Preferred Stock 1,786,785 485,322 663,166 0.04 % D/N
AGY Holding Corp. Series B Preferred Stock 1,250,749 — — — D/N
AGY Holding Corp. Common Stock 982,732 — — — D/N
485,322 663,166 0.04 %
Communications Equipment
Avanti Communications Group, PLC (United Kingdom) Common Stock 26,576,710 4,902,674 — — D/E/H/N/O
Diversified Consumer Services
TVG-Edmentum Holdings, LLC Series A Preferred Stock 27,603,779 27,603,779 27,758,980 1.68 % B/E
TVG-Edmentum Holdings, LLC Series B-1 Common Stock 13,421,162 13,421,162 13,511,732 0.82 % B/E
TVG-Edmentum Holdings, LLC Series B-2 Common Stock 13,421,162 13,421,162 12,868,247 0.78 % B/D/E
54,446,103 54,138,959 3.28 %
Diversified Financial Services
36th Street Capital Partners Holdings, LLC Membership Units 22,199,416 $ 22,199,416 $ 33,135,000 2.01 % E/F/N
Conventional Lending TCP Holdings, LLC Membership Units 19,000,869 19,000,869 18,050,826 1.09 % E/F/I/N
GACP I, LP (Great American Capital) Membership Units 1,392,896 1,392,896 1,995,210 0.12 % E/I/N
GACP II, LP (Great American Capital) Membership Units 15,980,492 15,980,492 17,341,570 1.05 % E/I/N
58,573,673 70,522,606 4.27 %
Electric Utilities
Conergy Asia Holdings Limited (United Kingdom) Class B Shares 1,000,000 1,000,000 — — D/E/F/H/N
Conergy Asia Holdings Limited (United Kingdom) Ordinary Shares 3,333 7,833,333 — — D/E/F/H/N
Kawa Solar Holdings Limited (Conergy) (Cayman Islands) Ordinary Shares 2,332,594 — — — D/E/F/H/N
Kawa Solar Holdings Limited (Conergy) (Cayman Islands) Series B Preferred Shares 93,023 1,395,349 — — D/E/F/H/N
Utilidata, Inc. Common Stock 29,094 216,336 — — D/E
Utilidata, Inc. Series C Preferred Stock 257,369 153,398 229,000 0.01 % D/E
Utilidata, Inc. Series CC Preferred Stock 500,000 500,000 23,000 — D/E
11,098,416 252,000 0.01 %
Electrical Equipment
TCFI Amteck Holdings, LLC Series A Preferred Units 8,020,824 7,511,391 8,117,074 0.50 % N
TCFI Amteck Holdings, LLC Common Units 362,513 395,336 8,845,317 0.55 % D/N
7,906,727 16,962,391 1.05 %
Electronic Equipment, Instruments and Components
Soraa, Inc. Warrants to Purchase Preferred Stock 8/29/2024 3,071,860 478,899 — — D/E/N
Energy Equipment and Services
GlassPoint Solar, Inc. Warrants to Purchase Series E Preferred Stock 2/7/2027 400,000 248,555 — — D/E/N
103
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Consolidated Schedule of Investments (Continued)
December 31, 2020
Issuer Instrument Expiration Shares Cost Fair
Value % of Total
Cash and
Investments Notes
Equity Securities (continued)
GlassPoint Solar, Inc. Warrants to Purchase Series E Preferred Stock 2/7/2027 2048000 505,450 — — D/E/N
754,005 — —
Internet Software and Services
Domo, Inc. Warrants to Purchase Class B Common Stock 8/7/2023 49,792 1,543,054 3,175,236 0.19 % D/E
FinancialForce.com, Inc. Warrants to Purchase Series C Preferred Stock 1/30/2029 840,000 287,985 385,600 0.02 % D/E/N
Foursquare Labs, Inc. Warrants to Purchase Series E Preferred Stock 5/4/2027 2,062,500 508,805 1,144,786 0.07 % D/E/N
InMobi, Inc. (Singapore) Warrants to Purchase Common Stock 8/15/2027 1,327,869 212,360 422,705 0.03 % D/E/H/N
InMobi, Inc. (Singapore) Warrants to Purchase Series E Preferred Stock (Strike Price $20.01) 9/18/2025 1,049,996 276,492 514,918 0.03 % D/E/H/N
InMobi, Inc. (Singapore) Warrants to Purchase Series E Preferred Stock (Strike Price $28.58) 10/3/2028 1,511,002 93,407 541,900 0.03 % D/E/H/N
ResearchGate Corporation (Germany) Warrants to Purchase Series D Preferred Stock 10/30/2029 333,370 202,001 110,000 0.01 % D/E/H/N/O
Snaplogic, Inc. Warrants to Purchase Series Preferred Stock 3/19/2028 1,860,000 377,722 5,200,000 0.32 % D/E/N
3,501,826 11,495,145 0.70 %
IT Services
Fidelis (SVC), LLC Preferred Units 657,932 $ 2,001,384 $ 75,613 — D/E/N
Life Sciences Tools and Services
Envigo RMS Holdings Corp. Common Stock 36,413 — 235,228 0.01 % D/E/N
Media
NEG Parent, LLC (Core Entertainment, Inc.) Class A Units 2,720,392 2,772,807 7,401,888 0.45 % B/D/E/N
NEG Parent, LLC (Core Entertainment, Inc.) Class A Warrants to Purchase Class A Units 10/17/2026 343,387 196,086 438,161 0.03 % B/D/E/N
NEG Parent, LLC (Core Entertainment, Inc.) Class B Warrants to Purchase Class A Units 10/17/2026 346,794 198,032 442,508 0.03 % B/D/E/N
Quora, Inc. Warrants to Purchase Series D Preferred Stock 4/11/2029 507,704 65,245 105,095 0.01 % D/E/N
SoundCloud, Ltd. (United Kingdom) Warrants to Purchase Preferred Stock 4/29/2025 946,498 79,082 45,143 — D/E/H/N
3,311,252 8,432,795 0.52 %
Oil, Gas and Consumable Fuels
Iracore Investments Holdings, Inc. Class A Common Stock 16,207 4,177,707 5,181,526 0.31 % B/D/E/N
Professional Services
Anacomp, Inc. Class A Common Stock 1,255,527 26,711,048 401,769 0.02 % D/E/F/N
Semiconductors and Semiconductor Equipment
Nanosys, Inc. Warrants to Purchase Preferred Stock 3/29/2023 800,000 605,266 962,482 0.06 % D/E/N
Software
Actifio, Inc. Warrants to Purchase Series G Preferred Stock 5/5/2027 1,052,651 188,770 71,292 — D/E/N
Tradeshift, Inc. Warrants to Purchase Series D Preferred Stock 3/26/2027 1,712,930 577,843 503,762 0.03 % D/E/N
766,613 575,054 0.03 %
Total Equity Securities - 24.2% of Net Assets 184,131,772 184,760,550 11.20 %
Total Investments - 213.0% of Net Assets $ 1,672,769,897 $ 1,629,564,482
Cash and Cash Equivalents
Cash Held on Account at Various Institutions 20,006,580 1.21 %
Cash and Cash Equivalents 20,006,580 1.21 %
Total Cash and Investments - 215.6% of Net Assets $ 1,649,571,062 100.00 % M
104
BlackRock TCP Capital Corp.
Consolidated Schedule of Investments (Continued)
December 31, 2020
Notes to Consolidated Schedule of Investments:
(A) Debt investments include investments in bank debt that generally are bought and sold among institutional investors in transactions not subject to registration under the Securities Act of 1933. Such transactions are generally subject to contractual restrictions, such as approval of the agent or borrower.
(B) Non-controlled affiliate – as defined under the Investment Company Act of 1940 (ownership of between 5% and 25% of the outstanding voting securities of this issuer). See Consolidated Schedule of Changes in Investments in Affiliates.
(C) Non-accruing debt investment
(D) Other non-income producing investment.
(E) Rest ricted security. (See Note 2)
(F) Controlled issuer – as defined under the Investment Company Act of 1940 (ownership of 25% or more of the outstanding voting securities of this issuer). Investment is not more than 50% of the outstanding voting securities of the issuer nor deemed to be a significant subsidiary. See Consolidated Schedule of Changes in Investments in Affiliates.
(G) Investment has been segregated to collateralize certain unfunded commitments.
(H) Non-U.S. company or principal place of business outside the U.S. and as a result the investment is not a qualifying asset under Section 55(a) of the Investment Company Act. Under the Investment Company Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Company's total assets.
(I) Deemed an investment company under Section 3(c) of the Investment Company Act and as a result the investment is not a qualifying asset under Section 55(a) of the Investment Company Act. Under the Investment Company Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Company's total assets.
(J) Publicly traded company with a market capitalization greater than $250 million and as a result the investment is not a qualifying asset under Section 55(a) of the Investment Company Act. Under the Investment Company Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Company's total assets.
(K) Negative balances relate to an unfunded commitment that was acquired and/or valued at a discount.
(L) In addition to the stated coupon, investment has an exit fee payable upon repayment of the loan in an amount equal to the percentage of the original principal amount shown.
(M) All cash and investments, except those referenced in Notes G above, are pledged as collateral under certain debt as described in Note 4 to the Consolidated Financial Statements.
(N) Inputs in the valuation of this investment included certain unobservable inputs that were significant to the valuation as a whole.
(O) Investment denominated in foreign currency. Amortized cost and fair value converted from foreign currency to US dollars. Foreign currency denominated investments are generally hedged for currency exposure.
LIBOR or EURIBOR resets monthly (M), quarterly (Q), semiannually (S), or annually (A).
Aggregate acquisitions and aggregate dispositions of investments, other than government securities, totaled $460,153,100 and $480,719,625, respectively, for the year ended December 31, 2020. Aggregate acquisitions includes investment assets received as payment in kind. Aggregate dispositions includes principal paydowns on and maturities of debt investments. The total value of restricted securities and bank debt as of December 31, 2020 was $1,548,430,022 or 93.9% of total cash and investments of the Company. As of December 31, 2020, approximately 7.7% of the total assets of the Company were not qualifying assets under Section 55(a) of the 1940 Act.
See accompanying notes to the consolidated financial statements.
105
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 %
106
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 %
107
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 %
108
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 %
109
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
110
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 %
111
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 %
112
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 %
113
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 - 14.7% of Net Assets 124,831,136 114,312,957 6.75 %
Total Investments - 212.5% of Net Assets $ 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 - 218.3% of Net Assets $ 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.
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.
114
BlackRock TCP Capital Corp.
Consolidated Statements of Operations
Year Ended December 31,
2020 2019 2018
Investment income
Interest income (excluding PIK):
Companies less than 5% owned
$ 141,433,940 $ 170,292,622 $ 168,673,628
Companies 5% to 25% owned
2,533,862 2,750,461 2,713,602
Companies more than 25% owned
6,378,826 5,034,138 3,645,312
PIK income:
Companies less than 5% owned
7,554,503 10,108,553 9,128,512
Companies 5% to 25% owned
3,757,086 3,398,235 4,337,080
Companies more than 25% owned
— — 649,680
Dividend income:
Companies more than 25% owned
2,473,865 2,392,274 750,714
Lease income:
Companies more than 25% owned
38,136 297,827 297,827
Other income:
Companies less than 5% owned
4,660,979 891,805 5,473
Companies 5% to 25% owned
3,272,529 — 297,356
Total investment income 172,103,726 195,165,915 190,499,184
Operating expenses
Interest and other debt expenses
41,237,035 46,398,795 40,468,761
Management and advisory fees 23,806,418 24,860,910 24,179,376
Incentive fee 15,314,201 20,307,759 23,346,164
Administrative expenses 2,159,788 2,338,624 2,393,582
Legal fees, professional fees and due diligence expenses 1,841,097 1,756,480 2,307,196
Director fees 857,789 781,933 794,278
Insurance expense 700,321 591,728 468,184
Custody fees 413,533 410,852 377,611
Other operating expenses
2,551,562 2,860,741 2,686,677
Total operating expenses 88,881,744 100,307,822 97,021,829
Net investment income before taxes 83,221,982 94,858,093 93,477,355
Excise tax expense — — 92,700
Net investment income 83,221,982 94,858,093 93,384,655
Realized and unrealized gain (loss)
Net realized gain (loss):
Investments in companies less than 5% owned
618,133 (56,955,163) 856,650
Investments in companies 5% to 25% owned
(6,260,913) (19,671,886) (29,704,298)
Investments in companies more than 25% owned
129,950 — —
Net realized loss (5,512,830) (76,627,049) (28,847,648)
Change in net unrealized appreciation/depreciation
(3,897,751) 12,349,745 (19,061,125)
Net realized and unrealized loss (9,410,581) (64,277,304) (47,908,773)
Realized loss on extinguishment of debt (2,436,913) — —
Net increase in net assets from operations $ 71,374,488 $ 30,580,789 $ 45,475,882
Basic and diluted earnings per share $ 1.23 $ 0.52 $ 0.77
Basic and diluted weighted average common shares outstanding
57,991,233 58,766,362 58,815,216
See accompanying notes to the consolidated financial statements.
115
BlackRock TCP Capital Corp.
Consolidated Statements of Changes in Net Assets
Common Stock Paid in Capital
in Excess of Par Distributable earnings (loss) Total Net
Assets
Shares Par Amount
Balance at December 31, 2017 58,847,256 $ 58,847 $ 1,038,855,948 $ (168,186,669) $ 870,728,126
Issuance of common stock from dividend reinvestment plan 767 — 10,693 — 10,693
Repurchase of common stock (73,416) (72) (1,046,403) — (1,046,475)
Net investment income — — — 93,384,655 93,384,655
Net realized and unrealized loss — — — (47,908,773) (47,908,773)
Dividends paid to common shareholders — — — (84,693,499) (84,693,499)
Tax reclassification of shareholders' equity in accordance with generally accepted accounting principles — — (37,747,055) 37,747,055 —
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 819 — 11,453 — 11,453
Repurchase of common stock (9,000) (9) (125,670) — (125,679)
Net investment income — — — 94,858,093 94,858,093
Net realized and unrealized loss — — — (64,277,304) (64,277,304)
Dividends paid to common shareholders — — — (84,622,904) (84,622,904)
Tax reclassification of shareholders' equity in accordance with generally accepted accounting principles — — (2,579,604) 2,579,604 —
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 838 1 6,252 — 6,253
Repurchase of common stock (1,000,000) (1,000) (6,099,190) — (6,100,190)
Net investment income — — — 83,221,982 83,221,982
Net realized and unrealized loss — — — (9,410,581) (9,410,581)
Dividends paid to common shareholders — — — (76,612,359) (76,612,359)
Loss on extinguishment of debt (2,436,913) (2,436,913)
Tax reclassification of shareholders' equity in accordance with generally accepted accounting principles — — (11,313,222) 11,313,222 —
Balance at December 31, 2020 57,767,264 $ 57,767 $ 979,973,202 $ (215,044,391) $ 764,986,578
See accompanying notes to the consolidated financial statements.
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BlackRock TCP Capital Corp.
Consolidated Statements of Cash Flows
Year Ended December 31,
2020 2019 2018
Operating activities
Net increase in net assets resulting from operations $ 71,374,488 $ 30,580,789 $ 45,475,882
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Net realized loss 5,512,830 76,627,049 28,847,648
Realized loss on extinguishment of debt 2,436,913 — —
Change in net unrealized appreciation/depreciation of investments
3,432,807 (12,492,073) 19,034,390
Net amortization of investment discounts and premiums
(9,572,245) (12,706,060) (10,032,111)
Amortization of original issue discount on debt 1,228,151 1,355,080 1,183,036
Interest and dividend income paid in kind
(11,311,589) (13,785,524) (14,115,272)
Amortization of deferred debt issuance costs 3,504,578 3,640,812 3,856,735
Changes in assets and liabilities:
Purchases of investment securities
(448,841,511) (686,238,590) (619,887,200)
Proceeds from sales, maturities and pay downs of investments
480,719,625 596,374,086 512,795,715
Decrease (increase) in accrued interest income - companies less than 5% owned 1,379,670 3,961,499 (2,365,743)
Decrease in accrued interest income - companies 5% to 25% owned 664,797 12,892 139,927
Decrease (increase) in accrued interest income - companies more than 25% owned 292,110 (181,712) (107,150)
Decrease (increase) in receivable for investments sold 1,037,930 (1,316,667) 431,483
Decrease (increase) in prepaid expenses and other assets 1,431,168 4,772,120 (2,596,439)
Increase (decrease) in payable for investments purchased 20,217,902 12,148,687 (15,565,873)
Increase (decrease) in incentive compensation payable 267,123 (1,086,675) (142,789)
Increase (decrease) in interest payable (951,036) 2,089,249 976,335
Increase (decrease) in payable to the Advisor (246,895) 365,279 425,669
Increase in management and advisory fees payable 324,272 181,731 5,247,344
Increase (decrease) in accrued expenses and other liabilities (575,411) 391,382 27,868
Net cash provided by (used in) operating activities 122,325,677 4,693,354 (46,370,545)
Financing activities
Draws on credit facilities 504,025,619 724,497,620 476,953,697
Repayments of credit facility draws (613,991,654) (712,000,000) (399,953,697)
Payments of debt issuance costs (4,120,805) (5,178,707) (3,605,009)
Dividends paid to common shareholders (76,612,359) (84,622,904) (84,693,499)
Repurchase of common shares (6,100,190) (125,679) (1,046,475)
Repayment of convertible notes — (108,000,000) —
Proceeds from issuance of unsecured notes 49,625,500 197,653,000 —
Proceeds from shares issued in connection with dividend reinvestment plan 6,253 11,453 10,693
Net cash provided by (used in) financing activities (147,167,636) 12,234,783 (12,334,290)
Net increase (decrease) in cash and cash equivalents (including restricted cash) (24,841,959) 16,928,137 (58,704,835)
Cash and cash equivalents (including restricted cash) at beginning of year 44,848,539 27,920,402 86,625,237
Cash and cash equivalents (including restricted cash) at end of year $ 20,006,580 $ 44,848,539 $ 27,920,402
Supplemental cash flow information
Interest payments $ 36,211,671 $ 38,216,149 $ 33,454,234
Excise tax payments $ — $ — $ 86,106
See accompanying notes to the consolidated financial statements.
117
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements
December 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”), TCPC Funding II, LLC, a Delaware limited liability company ("TCPC Funding II") and TCPC SBIC, LP, a Delaware limited partnership (the “SBIC”). SVCP was organized as a limited partnership and had elected to be regulated as a BDC under the 1940 Act through July 31, 2018. On August 1, 2018, SVCP withdrew its election to be regulated as a BDC under the 1940 Act and withdrew the registration of its common limited partner interests under Section 12(g) of the Securities Exchange Act of 1934 and, on August 2, 2018, terminated its general partner, Series H of SVOF/MM, LLC, and converted to a Delaware limited liability company. The SBIC was organized in June 2013, and, on April 22, 2014, received a license from the United States Small Business Administration (the “SBA”) to operate as a small business investment company under the provisions of Section 301(c) of the Small Business Investment Act of 1958. These consolidated financial statements include the accounts of the Company, SVCP, TCPC Funding, TCPC Funding II and the SBIC. All significant intercompany transactions and balances have been eliminated in the consolidation.
The Company has elected to be treated as a regulated investment company (“RIC”) for U.S. federal income tax purposes. As a RIC, the Company will not be taxed on its income to the extent that it distributes such income each year and satisfies other applicable income tax requirements. TCPC Funding, TCPC Funding II and the SBIC have elected to be treated as partnerships for U.S. federal income tax purposes. SVCP was treated as a partnership for U.S. federal income tax purposes through August 1, 2018 and upon its conversion to a limited liability company on August 2, 2018 and thereafter is and will be treated as a disregarded entity.
Series H of SVOF/MM, LLC serves as the administrator of the Company (the “Administrator”). The managing member of SVOF/MM is Tennenbaum Capital Partners, LLC (the “Advisor”), which serves as the investment manager to the Company, TCPC Funding, TCPC Funding II and the SBIC. On August 1, 2018, the Advisor merged with and into a wholly owned subsidiary of BlackRock Capital Investment Advisors, LLC, an indirect wholly owned subsidiary of BlackRock, Inc., with the Advisor as the surviving entity.
Company management consists of the Advisor and the Company’s board of directors. The Advisor directs and executes the day-to-day operations of the Company, subject to oversight from the board of directors, which sets the broad policies of the Company. The board of directors of the Company has delegated investment management of SVCP’s assets to the Advisor. The board of directors consists of eight persons, six of whom are independent.
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BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Continued)
December 31, 2020
2. Summary of Significant Accounting Policies
Basis of Presentation
The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The Company is an investment company following accounting and reporting guidance in Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies . The Company has consolidated the results of its wholly owned subsidiaries in its consolidated financial statements in accordance with ASC Topic 946. The following is a summary of the significant accounting policies of the Company.
Use of Estimates
The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, as well the reported amounts of revenues and expenses during the reporting periods presented. Although management believes these estimates and assumptions to be reasonable, actual results could differ from those estimates and such differences could be material.
Investment Valuation
The Company’s investments are generally held by SVCP, TCPC Funding I, TCPC Funding II or the SBIC. Management values investments at fair value in accordance with GAAP, based upon the principles and methods of valuation set forth in policies adopted by the board of directors. Fair value is generally defined as the amount for which an investment would be sold in an orderly transaction between market participants at the measurement date.
All investments are valued at least quarterly based on quotations or other affirmative pricing from independent third-party sources, with the exception of investments priced directly by the Advisor which in the aggregate comprise less than 5% of the capitalization of the Company. Investments listed on a recognized exchange or market quotation system, whether U.S. or foreign, are valued using the closing price on the date of valuation.
Investments not listed on a recognized exchange or market quotation system, but for which reliable market quotations are readily available are valued using prices provided by a nationally recognized pricing service or by using quotations from broker-dealers.
Investments for which market quotations are either not readily available or are determined to be unreliable are priced at fair value using affirmative valuations performed by independent valuation services approved by the board of directors or, for investments aggregating less than 5% of the total capitalization of the Company, using valuations determined directly by the Advisor. Such valuations are determined under a documented valuation policy that has been reviewed and approved by the board of directors.
Generally, to increase objectivity in valuing the investments, the Advisor will utilize external measures of value, such as public markets or third-party transactions, whenever possible. The Advisor’s valuation is not based on long-term work-out value, immediate liquidation value, nor incremental value for potential changes that may take place in the future. The values assigned to investments are based on available information and do not necessarily represent amounts that might ultimately be realized, as these amounts depend on future circumstances and cannot reasonably be determined until the individual investments are actually liquidated. Such circumstances may include macroeconomic, geopolitical and other events and conditions such as the current COVID-19 pandemic that may significantly impact the profitability or viability of businesses in which the Company is invested, and therefore may significantly impact the return on and realizability of the Company’s investments. The foregoing policies apply to all
119
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Continued)
December 31, 2020
2. Summary of Significant Accounting Policies — (continued)
investments, including any in companies and groups of affiliated companies aggregating more than 5% of the Company’s assets.
Fair valuations of investments in each asset class are determined using one or more methodologies including market quotations, the market approach, income approach, or, in the case of recent investments, the cost approach, as appropriate. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets. Such information may include observed multiples of earnings and/or revenues at which transactions in securities of comparable companies occur, with appropriate adjustments for differences in company size, operations or other factors affecting comparability.
The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present value amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. The discount rates used for such analyses reflect market yields for comparable investments, considering such factors as relative credit quality, capital structure, and other factors.
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 December 31, 2020, the Company’s investments were categorized as follows:
Level Basis for Determining Fair Value Bank Debt Other
Corporate Debt Equity
Securities
1 Quoted prices in active markets for identical assets
$ — $ — $ 3,175,236
2 Other direct and indirect observable market inputs *
67,243,763 — —
3 Independent third-party valuation sources that employ significant unobservable inputs
1,281,636,688 95,923,481 179,525,253
3 Advisor valuations with significant unobservable inputs
— — 2,060,061
Total $ 1,348,880,451 $ 95,923,481 $ 184,760,550
______________
* For example, quoted prices in inactive markets or quotes for comparable investments
120
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Continued)
December 31, 2020
2. Summary of Significant Accounting Policies — (continued)
Unobservable inputs used in the fair value measurement of Level 3 investments as of December 31, 2020 included the following:
Asset Type Fair Value Valuation Technique Unobservable Input Range (Weighted Avg.) †
Bank Debt $ 1,128,076,031 Income approach Discount rate 5.2% - 18.0% (9.3%)
104,635,137 Market quotations Indicative bid/ask quotes 1 (1)
32,822,501 Market comparable companies Revenue multiples 1.4x - 4.5x (3.1x)
16,103,019 Market comparable companies EBITDA multiples 6.0x - 6.9x (6.8x)
Other Corporate Debt 53,957,531 Income approach Discount rate 7.1% - 18.0% (10.3%)
40,834,419 Market comparable companies Book value multiples
1.5x (1.5x)
1,131,531 Market comparable companies Revenue multiples 4.3x (4.3x)
Equity 8,117,073 Income approach Discount rate 9.5% - 18.0% (9.5%)
72,336,690 Market quotations Indicative bid/ask quotes 1 (1)
14,332,807 Option Pricing Model EBITDA/Revenue multiples 6.4x (6.4x)
Implied volatility 35.0% - 70.0% (49.5%)
Term 1.5 years - 3.5 years (2.3 years)
1,316,936 Market comparable companies Revenue multiples 0.7x - 4.3x (1.0x)
33,010,028 Market comparable companies EBITDA multiples 6.0x - 9.8x (7.0x)
33,135,000 Market comparable companies Book value multiples
1.5x (1.5x)
19,336,780 Other * N/A N/A
$ 1,559,145,483
______________
* Fair value was determined based on the most recently available net asset value of the issuer adjusted for identified changes in the valuations of the underlying portfolio of the issuer through the measurement date.
† Weighted by fair value
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
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BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Continued)
December 31, 2020
2. Summary of Significant Accounting Policies — (continued)
Changes in investments categorized as Level 3 during the years ended December 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) (25,686,688) (9,495,018) 20,750,174
Acquisitions * 366,816,234 19,455,896 73,824,026
Dispositions (427,508,565) — (26,050,288)
Transfers into Level 3 †
71,280,582 — —
Transfers out of Level 3 ‡
(15,756,974) — —
Reclassifications within Level 3 §
— — (993,488)
Ending balance $ 1,281,636,688 $ 95,923,481 $ 179,525,253
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) $ (18,564,796) $ (5,786,591) $ 19,202,657
______________
* Includes payments received in kind and accretion of original issue and market discounts
† Comprised of four investments that were transferred from Level 2 due to reduced trading volumes
‡ Comprised of two investments that were transferred to Level 2 due to increased observable market activity
§ Comprised of two investments that were reclassified to Advisor Valuation
Advisor Valuation
Bank Debt Other
Corporate Debt Equity
Securities
Beginning balance $ — $ — $ 2,318,128
Net realized and unrealized gains (losses) — — 248,262
Dispositions — — (1,499,817)
Reclassifications within Level 3 * — — 993,488
Ending balance $ — $ — $ 2,060,061
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) $ — $ — $ (1,032,336)
______________
* Comprised of two investments that were reclassified from Independent Third-Party Valuation
122
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Continued)
December 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
123
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Continued)
December 31, 2020
2. Summary of Significant Accounting Policies — (continued)
Changes in investments categorized as Level 3 during the year ended December 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) (53,280,257) (7,866,887) 19,690,320
Acquisitions * 630,057,206 14,851,582 32,966,579
Dispositions (521,431,948) (28,270,875) (15,422,094)
Transfers into Level 3 †
— 28,998,633 847,399
Transfer out of Level 3 ‡
(112,309,586) — —
Reclassifications within Level 3 §
— — (5,892,363)
Ending balance $ 1,312,492,099 $ 85,962,603 $ 111,994,829
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)
$ (375,382) $ (6,320,449) $ 21,418,900
______________
* Includes payments received in kind and accretion of original issue and market discounts
† Comprised of one investment that was transferred from Level 2 and one investment that was transferred from Level 1 due to reduced trading volumes
‡ Comprised of seven investments that were transferred to Level 2 due to increased observable market activity
§ Comprised of four investments that were reclassified to Advisor Valuation
Advisor Valuation
Bank Debt Other
Corporate Debt Equity
Securities
Beginning balance $ — $ — $ 1,524,143
Net realized and unrealized gains (losses) — — (9,058,215)
Acquisitions — — 4,007,684
Dispositions — — (47,847)
Reclassifications within Level 3 *
— — 5,892,363
Ending balance $ — $ — $ 2,318,128
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)
$ — $ — $ (3,402,422)
______________
* Comprised of four investments that were reclassified from Independent Third-Party Valuation
124
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Continued)
December 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 December 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 0.6% and 0.5% of total investments at December 31, 2020 and December 31, 2019, respectively. Such positions were converted at the respective closing foreign exchange rates in effect at December 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
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BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Continued)
December 31, 2020
2. Summary of Significant Accounting Policies — (continued)
current period. Risks may arise upon entering into these contracts from the potential inability of counterparties to meet the terms of their contracts and from unanticipated movements in interest rates and the value of foreign currencies relative to the U.S. dollar. Certain derivatives may also require the Company to pledge assets as collateral to secure its obligations.
During the years ended December 31, 2020 and December 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 applicable provisions of the Internal Revenue Code of 1986, as amended, pertaining to regulated investment companies and to make distributions of taxable income sufficient to relieve it from substantially all federal income taxes. Accordingly, no provision for income taxes is required in the consolidated financial statements. The income or loss of the Operating Company, TCPC Funding I, TCPC Funding II and the SBIC is reported in the respective members' or partners’ income tax returns, as applicable. In accordance with ASC Topic 740 - Income Taxes, the Company recognizes in its consolidated financial statements the effect of a tax position when it is determined that such position is more likely than not, based on the technical merits, to be sustained upon examination. The tax returns of the Company, the Operating Company, TCPC Funding I, TCPC Funding II and the SBIC remain open for examination by tax authorities for a period of three years from the date they are filed. No such examinations are currently pending.
GAAP requires that certain components of net assets be adjusted to reflect permanent differences between financial and tax reporting. These reclassifications have no effect on net assets or net asset values per share. As of
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BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Continued)
December 31, 2020
2. Summary of Significant Accounting Policies — (continued)
December 31, 2020 and December 31, 2019, the following permanent differences, primarily attributable to the application of certain income amounts against our capital loss carryforwards, were reclassified as follows:
December 31, 2020 December 31, 2019
Paid-in capital $ (11,313,222) $ (2,579,604)
Accumulated earnings 11,313,222 2,579,604
The tax character of distributions paid was as follows:
December 31, 2020 December 31, 2019
Ordinary income $ 65,299,137 $ 82,136,286
Tax return of capital 11,313,222 2,486,618
$ 76,612,359 $ 84,622,904
The tax-basis components of distributable earnings (accumulated deficit) applicable to the common shareholders of the Company at December 31, 2020, December 31, 2019 and December 31, 2018 were as follows:
December 31, 2020 December 31, 2019 December 31, 2018
Undistributed ordinary income $ — $ — $ 1,496,914
Non-expiring capital loss carryforwards *
(171,300,137) (177,144,745) (127,718,766)
Net unrealized gains (losses) †
(43,744,254) (43,974,997) (43,435,379)
Total accumulated earnings (losses) $ (215,044,391) $ (221,119,742) $ (169,657,231)
______________
* Amount available to offset future realized capital gains.
† The difference between book-basis and tax-basis net unrealized gains (losses) was attributable primarily to the timing and recognition of gains and losses on certain investment transactions and will reverse in subsequent periods.
During the year ended December 31, 2020, the Company utilized $5,844,608 of its capital loss carryforward.
As of December 31, 2020 and December 31, 2019, gross unrealized appreciation and depreciation for investments and derivatives based on cost for U.S. federal income tax purposes were as follows:
December 31, 2020 December 31, 2019
Tax basis of investments $ 1,671,848,321 $ 1,692,429,288
Unrealized appreciation $ 76,459,937 $ 54,380,159
Unrealized depreciation (118,743,776) (97,302,552)
Net unrealized depreciation $ (42,283,839) $ (42,922,393)
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
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Notes to Consolidated Financial Statements (Continued)
December 31, 2020
2. Summary of Significant Accounting Policies — (continued)
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.
In May 2020, the SEC adopted rule amendments that will impact the requirements of investment companies, including BDCs, to disclose the financial statements of certain of their portfolio companies or certain acquired funds (the “Final Rules”). The Final Rules adopted a new definition of “significant subsidiary” set forth in Rule 1-02(w)(2) of Regulation S-X under the Securities Act. Rules 3-09 and 4-08(g) of Regulation S-X require investment companies to include separate financial statements or summary financial information, respectively, in such investment company’s periodic reports for any portfolio company that meets the definition of “significant subsidiary.” The Final Rules adopt a new definition of “significant subsidiary” applicable only to investment companies that (i) modifies the investment test and the income test, and (ii) eliminates the asset test currently in the definition of “significant subsidiary” in Rule 1-02(w) of Regulation S-X. The new Rule 1-02(w)(2) of Regulation S-X is intended to more accurately capture those portfolio companies that are more likely to materially impact the financial condition of an investment company. The Final Rules are effective on January 1, 2021, but voluntary compliance is permitted in advance of the effective date. The implementation of the Final Rules by the Company is not expected to have a material impact on its consolidated financial statements and related disclosures.
3. Management Fees, Incentive Compensation and Other Expenses
On February 8, 2019, the stockholders of the Company approved an amended investment management agreement to be effective on February 9, 2019 between the Company and the Advisor which (i) reduced the management fee on total assets (excluding cash and cash equivalents) that exceed an amount equal to 200% of the net asset value of the Company from 1.5% to 1.0%, (ii) reduced the incentive compensation on net investment income and net realized gains (reduced by any net unrealized losses) from 20% to 17.5% and (iii) reduced the cumulative total return hurdle from 8% to 7%.
Accordingly, the Company’s management fee is calculated at an annual rate of 1.5% on total assets (excluding cash and cash equivalents) up to an amount equal to 200% of the net asset value of the Company, and 1.0% thereafter. The management fee is calculated on a consolidated basis as of the beginning of each quarter and is payable to the Advisor quarterly in arrears.
Incentive compensation is only incurred to the extent the Company’s cumulative total return (after incentive compensation) exceeds a 7% annual rate on daily weighted-average contributed common equity. Subject to that limitation, incentive compensation is calculated on ordinary income (before incentive compensation) and net realized gains (net of any unrealized depreciation) at rates of 17.5% on income since the fee reduction on February 8, 2019 and 20% previously. Incentive compensation is computed as the difference between incentive compensation earned and incentive compensation paid, subject to the total return hurdle, on a cumulative basis since January 1, 2013, and is payable quarterly in arrears. Accordingly, the incentive compensation for any period may include amounts not earned in prior periods (due to the Company’s cumulative total return falling below the total return hurdle in such period), but subsequently earned when the Company’s cumulative total return again exceeds the total return hurdle (such amount, a “Catchup Amount”). During the year ended December 31, 2020, the Company incurred a Catchup Amount of approximately $3.9 million, comprised of amounts related to net investment income for the three months ended March 31, 2020 but not paid in such period due to a temporary decline in asset valuations
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Notes to Consolidated Financial Statements (Continued)
December 31, 2020
3. Management Fees, Incentive Compensation and Other Expenses — (continued)
(the “First Quarter Catchup Amount”). However, rather than receiving all incentive compensation earned as of June 30, 2020, the Advisor voluntarily deferred 5/6 of the First Quarter Catchup Amount to subsequent quarters such that 1/6 of the First Quarter Catchup Amount will be paid in each subsequent quarter to the extent that the Company’s cumulative performance exceeds the total return hurdle in such quarter. As of December 31, 2020, the Company's cumulative performance continued to exceed the total return hurdle, and as such the incentive fee for the year included $1.9 million, or 3/6 of the First Quarter Catchup Amount.
A reserve for incentive compensation is accrued based on the amount of any additional incentive compensation that would have been payable to the Advisor assuming a hypothetical liquidation of the Company at net asset value on the balance sheet date. As of December 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 “Operating Facility”), amounts outstanding under a senior secured revolving credit facility issued by TCPC Funding II ( “Funding Facility II”) and debentures guaranteed by the SBA (the “SBA Debentures”). Prior to being replaced by Funding Facility II on August 4, 2020, leverage included $300.0 million in available debt under a senior secured revolving credit facility issued by TCPC Funding (“Funding Facility I”). Prior to its maturity on December 15, 2019, leverage also included convertible senior unsecured notes due December 2019 issued by the Company (the “2019 Convertible Notes”).
Total leverage outstanding and available at December 31, 2020 was as follows:
Maturity Rate Carrying Value * Available Total
Capacity
Operating Facility 2024 L+2.00% † $ 120,454,270 $ 179,545,730 $ 300,000,000 ‡
Funding Facility II 2025 L+2.00% § 36,000,000 164,000,000 200,000,000 **
SBA Debentures 2024−2029 2.63% †† 138,000,000 12,000,000 150,000,000
2022 Convertible Notes ($140 million par) 2022 4.625% 139,219,797 — 139,219,797
2022 Notes ($175 million par) 2022 4.125% 174,778,395 — 174,778,395
2024 Notes ($250 million par) 2024 3.900% 247,871,909 — 247,871,909
Total leverage 856,324,371 $ 355,545,730 $ 1,211,870,101
Unamortized issuance costs (6,308,172)
Debt, net of unamortized issuance costs $ 850,016,199
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Notes to Consolidated Financial Statements (Continued)
December 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 December 31, 2020, $9.0 million of the outstanding amount bore interest at a rate of EURIBOR + 2.00%.
‡ Facility has a $100 million accordion which allows for expansion of the facility to up to $400.0 million subject to consent from the lender and other customary conditions.
§ Subject to certain funding requirements
** Facility has a $50 million accordion which allows for expansion of the facility to up to $250.0 million subject to consent from the lender and other customary conditions.
†† Weighted-average interest rate, excluding fees of 0.35% or 0.36%
Total leverage outstanding and available at December 31, 2019 was as follows:
Maturity Rate Carrying Value* Available Total
Capacity
Operating Facility 2023 L+2.00% †
$ 108,497,620 $ 161,502,380 $ 270,000,000
Funding Facility I 2023 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 0.35% or 0.36%
The combined weighted-average interest rates on total leverage outstanding at December 31, 2020 and December 31, 2019 were 3.54% and 3.84%, respectively.
Total expenses related to debt included the following:
Year Ended December 31,
2020 2019 2018
Interest expense $ 36,488,786 $ 41,660,478 $ 35,613,605
Amortization of deferred debt issuance costs 3,504,578 3,640,812 3,856,735
Commitment fees 1,243,671 1,097,505 998,421
Total $ 41,237,035 $ 46,398,795 $ 40,468,761
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Notes to Consolidated Financial Statements (Continued)
December 31, 2020
4. Leverage — (continued)
Outstanding leverage is carried at amortized cost in the Consolidated Statements of Assets and Liabilities. As of December 31, 2020, the estimated fair values of the Operating Facility, Funding Facility II and the SBA Debentures approximated their carrying values, and the 2022 Convertible Notes, the 2022 Notes and the 2024 Notes had estimated fair val ues of $142.6 million, $180.4 million and $261.4 million, resp ectively. As of December 31, 2019, the estimated fair values of the Operating Facility, Funding Facility I and the SBA Debentures approximated their carrying values, and the 2022 Convertible Notes, the 2022 Notes and the 2024 Notes had estimated fair values of $144.0 million, $181.6 million and $205.0 million, respectively. The estimated fair values of the Operating Facility, Funding Facility I, Funding Facility II and the SBA Debentures were determined by discounting projected remaining payments using market interest rates for borrowings of the Company and entities with similar credit risks at the measurement date. The estimated fair values of the 2022 Convertible Notes, 2022 Notes and 2024 Notes were determined using market quotations. The estimated fair values of the Operating Facility, Funding Facility I, Funding Facility II, the convertible notes, the 2022 Notes, the 2024 Notes and the SBA Debentures as prepared for disclosure purposes were deemed to be Level 3 in the GAAP valuation hierarchy.
Convertible Unsecured Notes
On June 11, 2014, the Company issued $108.0 million of convertible senior unsecured notes, which matured on December 15, 2019. The 2019 Convertible Notes were general unsecured obligations of the Company, and ranked structurally junior to the revolving credit facilities and the SBA Debentures. The 2019 Convertible Notes bore interest at an annual rate of 5.25% and were redeemed in full at maturity.
On August 30, 2016, the Company issued $140.0 million of convertible senior unsecured notes that mature on March 1, 2022, unless previously converted or repurchased in accordance with their terms. The 2022 Convertible Notes are general unsecured obligations of the Company, and rank structurally junior to the Operating Facility, Funding Facility II and the SBA Debentures. The Company does not have the right to redeem the 2022 Convertible Notes prior to maturity. The 2022 Convertible Notes bear interest at an annual rate of 4.625%, payable semi-annually. In certain circumstances, the 2022 Convertible Notes will be convertible into cash, shares of the Company’s common stock or a combination of cash and shares of common stock (such combination to be at the Company’s election), at an initial conversion rate of 54.5019 shares of common stock per one thousand dollar principal amount of the 2022 Convertible Notes, which is equivalent to an initial conversion price of approximately $18.35 per share of common stock, subject to customary anti-dilutional adjustments. The initial conversion price was approximately 10.0% above the $16.68 per share closing price of the Company’s common stock on August 30, 2016. At December 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 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
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Notes to Consolidated Financial Statements (Continued)
December 31, 2020
4. Leverage — (continued)
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 December 31, 2020 and December 31, 2019, the components of the carrying values of the 2022 Convertible Notes were as follows:
December 31, 2020 December 31, 2019
Principal amount of debt
$ 140,000,000 $ 140,000,000
Original issue discount, net of accretion
(780,203) (1,415,687)
Carrying value of debt
$ 139,219,797 $ 138,584,313
For the years ended December 31, 2020, 2019 and 2018, the components of interest expense for the convertible notes were as follows:
Year Ended December 31,
2020 2019 2018
2019
Convertible
Notes 2022
Convertible
Notes 2019
Convertible
Notes 2022
Convertible
Notes 2019
Convertible
Notes 2022
Convertible
Notes
Stated interest expense
N/A $ 6,475,000 $ 5,433,750 $ 6,475,000 $ 5,670,000 $ 6,475,000
Amortization of original issue discount
N/A 635,485 497,813 604,127 490,145 574,316
Total interest expense
N/A $ 7,110,485 $ 5,931,563 $ 7,079,127 $ 6,160,145 $ 7,049,316
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 year ended December 31, 2019 and December 31, 2018. 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 years ended December 31, 2020, December 31, 2019 and December 31, 2018.
Unsecured Notes
On August 4, 2017, the Company issued $125.0 million of unsecured notes that mature on August 11, 2022, unless previously repurchased or redeemed in accordance with their terms. On November 3, 2017, the Company issued an additional $50.0 million of the 2022 Notes. The 2022 Notes bear interest at an annual rate of 4.125%, payable semi-annually, and all principal is due upon maturity. The 2022 Notes are general unsecured obligations of the Company and rank structurally junior to the Operating Facility, Funding Facility I, Funding Facility II and the SBA Debentures, and rank pari passu with the 2022 Convertible Notes 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.
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Notes to Consolidated Financial Statements (Continued)
December 31, 2020
4. Leverage — (continued)
On August 23, 2019, the Company issued $150.0 million of unsecured notes that mature on August 23, 2024, unless previously repurchased or redeemed in accordance with their terms. On November 26, 2019, the Company issued an additional $50.0 million of the 2024 Notes and on October 2, 2020, the Company issued an additional $50.0 million of the 2024 Notes for a total outstanding aggregate principal amount of $250.0 million. The 2024 Notes bear interest at an annual rate of 3.900%, payable semi-annually, and all principal is due upon maturity. The 2024 Notes are general unsecured obligations of the Company and rank structurally junior to the Operating Facility, Funding Facility I, Funding Facility II and the SBA Debentures, and rank pari passu with the 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 December 31, 2020 and December 31, 2019, the components of the carrying value of the 2022 Notes and 2024 Notes were as follows:
December 31, 2020 December 31, 2019
2022 Notes 2024 Notes 2022 Notes 2024 Notes
Principal amount of debt
$ 175,000,000 $ 250,000,000 $ 175,000,000 $ 200,000,000
Original issue discount, net of accretion
(221,605) (2,182,091) (350,434) (2,217,428)
Carrying value of debt
$ 174,778,395 $ 247,817,909 $ 174,649,566 $ 197,782,572
For the years ended December 31, 2020, 2019 and 2018, the components of interest expense for the 2022 Notes and 2024 Notes were as follows:
Year Ended December 31,
2020 2019 2018
2022 Notes 2024 Notes 2022 Notes 2024 Notes 2022 Notes 2024 Notes
Stated interest expense
$ 7,218,750 $ 8,282,083 $ 7,218,750 $ 2,269,583 $ 7,218,750 N/A
Amortization of original issue discount
128,829 463,837 123,569 129,572 118,574 N/A
Total interest expense
$ 7,347,579 $ 8,745,920 $ 7,342,319 $ 2,399,155 $ 7,337,324 N/A
Operating Facility
The Operating Facility consists of a revolving, multi-currency credit facility which provides for amounts to be drawn up to $300.0 million, subject to certain collateral and other restrictions. During the second quarter of 2020, the Operating Facility was amended to extend the maturity date to May 6, 2024 and to increase its capacity from $270.0 million to $300.0 million, subject to consent from the applicable lenders and other customary conditions. On July 31, 2020, the Operating Facility was further amended to include a $100 million accordion feature which allows for expansion of the facility to up to $400.0 million subject to consent from the lender and other customary conditions. Most of the cash and investments held directly by SVCP, as well as the net assets of TCPC Funding, TCPC Funding II and the SBIC, are included in the collateral for the facility.
Borrowings under the Operating Facility generally bear interest at a rate of LIBOR plus 2.00%. In addition to amounts due on outstanding debt, the Operating Facility accrues commitment fees of 0.50% per annum on the unused portion of the facility, or 2.25% per annum on the unused portion that is greater than 60% of the total facility, if applicable. The Operating Facility may be terminated, and any outstanding amounts thereunder may
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Notes to Consolidated Financial Statements (Continued)
December 31, 2020
4. Leverage — (continued)
become due and payable, should SVCP fail to satisfy certain financial or other covenants. As of December 31, 2020, SVCP was in full compliance with such covenants.
Funding Facility I
Funding Facility I was a senior secured revolving credit facility which provided for amounts to be drawn up to $300.0 million, subject to certain collateral and other restrictions and had a maturity of May 31, 2023. Borrowings under Funding Facility I bore interest at a rate of LIBOR plus either 2.00% or 2.35% per annum, subject to certain funding requirements, plus an administrative fee of 0.25% per annum. In addition to amounts due on outstanding debt, the facility accrued commitment fees of 0.25% per annum on the unused portion of the facility, or 0.50% per annum when the unused portion is greater than 33% of the total facility, plus an administrative fee of 0.25% per annum. The facility was terminated in August 2020 and replaced with Funding Facility II. The Statement of Operations reflects a $2.4 million loss on the termination of this facility.
Funding Facility II
Funding Facility II is a senior secured revolving credit facility which provides for amounts to be drawn up to $200.0 million, subject to certain collateral and other restrictions. The facility contains an accordion feature which allows for expansion of the facility to up to $250.0 million subject to consent from the lender and other customary conditions. The cash and investments of TCPC Funding II are included in the collateral for the facility.
Borrowings under Funding Facility II bear interest at a rate of LIBOR plus 2.00% per annum, subject to certain funding requirement s, plus a 0.35% fee on drawn amounts and an administrative fee of 0.15% per annum on the facility. The facility also accrues commitment fees of 0.35% per annum on the unused portion of the facility. The facility may be terminated, and any outstanding amounts thereunder may become due and payable, should TCPC Funding II fail to satisfy certain financial or other covenants. As of December 31, 2020 , TCPC Funding II was in full compliance with such covenants.
SBA Debentures
As of December 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 December 31, 2020, SVCP had committed $79.0 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 December 31, 2020 and December 31, 2019 were as follows:
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Notes to Consolidated Financial Statements (Continued)
December 31, 2020
4. Leverage — (continued)
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
5. Commitments, Contingencies, Concentration of Credit Risk and Off-Balance Sheet Risk
SVCP, TCPC Funding, TCPC Funding II and the SBIC conduct business with brokers and dealers that are primarily headquartered in New York and Los Angeles and are members of the major securities exchanges. Banking activities are conducted with a firm headquartered in the San Francisco area.
In the normal course of business, investment activities involve executions, settlement and financing of various transactions resulting in receivables from, and payables to, brokers, dealers and the custodian. These activities may expose the Company to risk in the event that such parties are unable to fulfill contractual obligations. Management does not anticipate any material losses from counterparties with whom it conducts business. Consistent with standard business practice, the Company, SVCP, TCPC Funding, TCPC Funding II and the SBIC enter into contracts that contain a variety of indemnifications, and are engaged from time to time in various legal actions. The maximum exposure under these arrangements and activities is unknown. However, management expects the risk of material loss to be remote.
The Consolidated Schedules of Investments include certain revolving loan facilities and other commitments with unfunded balances at December 31, 2020 and December 31, 2019 as follows:
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Notes to Consolidated Financial Statements (Continued)
December 31, 2020
5. Commitments, Contingencies, Concentration of Credit Risk and Off-Balance Sheet Risk — (continued)
Unfunded Balances
Issuer Maturity December 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 N/A 769,231
Auto Trakk SPV, LLC 12/21/2021 3,193,208 3,193,208
Bisnow, LLC 9/21/2022 N/A 1,200,000
Blue Star Sports Holdings, Inc. 6/15/2024 N/A 55,556
CAREATC, Inc. 3/14/2024 607,288 607,288
Certify, Inc. 2/28/2024 797,158 2,497,761
Donuts Inc. 9/17/2023 N/A 660,634
Dude Solutions Holdings, Inc. 6/13/2025 2,207,896 2,207,896
Edmentum, Inc. 12/9/2021 N/A 205,642
Home Partners of America, Inc. 10/13/2022 N/A 2,142,857
iCIMS, Inc. 9/12/2024 N/A 490,735
IT Parent, LLC (Insurance Technologies) 10/1/2026 125,000 N/A
JAMF Holdings, Inc. 11/13/2022 N/A 1,214,052
Kellermeyer Bergensons Services, LLC 11/7/2026 1,588,235 3,464,052
Khoros LLC (Lithium) 10/3/2022 1,322,243 1,983,364
Olaplex, Inc. 1/8/2025 1,340,000 N/A
Patient Point Network Solutions, LLC 6/26/2022 528,187 176,190
Pegasus Business Intelligence, LP (Onyx Centersource) 12/20/2021 N/A 671,356
Pulse Secure, LLC 8/22/2025 N/A 1,342,516
ResearchGate GmBH 10/1/2022 8,286,000 8,286,000
Rhode Holdings, Inc. (Kaseya) 5/3/2025 2,243,838 2,016,078
RigUp, Inc. 3/1/2024 9,666,667 N/A
Sandata Technologies, LLC 7/23/2024 2,250,000 2,250,000
Snow Software AB 4/17/2024 3,052,384 2,616,329
Sonny’s Enterprises, LLC 8/5/2026 9,208,057 N/A
Space Midco, Inc. (Archibus) 12/5/2023 277,778 277,778
Spark Networks, Inc. 7/1/2023 1,005,887 1,005,887
Superman Holdings, LLC (Foundation Software) 8/31/2026 1,256,026 N/A
Team Software, Inc. 9/17/2023 2,457,847 2,282,287
Telarix, Inc. 11/19/2023 357,143 178,571
Thras.io, LLC 12/18/2026 9,939,759 N/A
TPC Intermediate Holdings, LLC 5/15/2020 N/A 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 854,898 1,405,501
Total Unfunded Balances $ 68,821,288 $ 57,296,072
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Notes to Consolidated Financial Statements (Continued)
December 31, 2020
6. Related Party Transactions
The Company, SVCP, TCPC Funding, TCPC Funding II, the SBIC, the Advisor and their members and affiliates may be considered related parties. From time to time, SVCP advances payments to third parties on behalf of the Company which are reimbursable through deductions from distributions to the Company. At December 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 December 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 years ended December 31, 2020, 2019 and 2018, expenses allocated pursuant to the Administration Agreement totaled $2.2 million, $2.3 million and $2.4 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 years ended December 31, 2020 and 2019:
2020 2019
Shares Issued 838 819
Average Price Per Share $ 7.46 $ 13.98
Proceeds $ 6,253 $ 11,453
The Company’s dividends are recorded on the ex-dividend date. The following table summarizes the Company’s dividends declared and paid for the years ended December 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
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 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
137
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Continued)
December 31, 2020
7. Stockholders’ Equity and Dividends — (continued)
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 October 29, 2020, to be in effect through the earlier of two trading days after the Company’s fourth 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 years ended December 31, 2020:
Shares Repurchased Price Per Share Total Cost
Company Repurchase Plan 1,000,000 $ 6.10 * $ 6,100,190
______________
* Weighted-average price per share
The following table summarizes the total shares repurchased and amounts paid by the Company under the Company Repurchase Plan, including broker fees, for the year ended December 31, 2019:
Shares Repurchased Price Per Share Total Cost
Company Repurchase Plan 9,000 $ 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 years ended December 31, 2020, 2019 and 2018:
Year Ended December 31,
2020 2019 2018
Net increase in net assets resulting from operations $ 71,374,488 $ 30,580,789 $ 45,475,882
Weighted average shares outstanding
57,991,233 58,766,362 58,815,216
Earnings per share $ 1.23 $ 0.52 $ 0.77
138
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Continued)
December 31, 2020
9. Subsequent Events
On February 9, 2021, the Company issued $175.0 million in aggregate principal amount of 2.850% senior unsecured notes due 2026 (the “2026 Notes”). The 2026 Notes bear interest at a rate of 2.850% per year, payable semiannually, and will mature on February 9, 2026.
On February 24, 2021, the Company’s board of directors re-approved the Company Repurchase Plan, to be in effect through the earlier of two trading days after the Company’s first quarter 2021 earnings release or such time as the approved $50.0 million repurchase amount has been fully utilized, subject to certain conditions.
On February 25, 2021, the Company’s board of directors declared a first quarter dividend of $0.30 per share payable on March 31, 2021 to stockholders of record as of the close of business on March 17, 2021.
139
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Continued)
December 31, 2020
10. Financial Highlights
The financial highlights below show the Company's results of operations for each of the five years ended December 31, 2020, as applicable.
Year Ended December 31,
2020 2019 2018 2017 2016
Per Common Share
Per share NAV at beginning of year $ 13.21 $ 14.13 $ 14.80 $ 14.91 $ 14.78
Investment operations:
Net investment income before income taxes 1.43 1.61 1.59 1.99 1.88
Excise taxes — — — — (0.01)
Net investment income 1.43 1.61 1.59 1.99 1.87
Net realized and unrealized losses (0.16) (1.09) (0.82) (0.40) —
Incentive allocation reserve and distributions N/A *
N/A *
N/A *
(0.4) (0.37)
Total from investment operations 1.27 0.52 0.77 1.19 1.50
Issuance of common stock — — — 0.14 0.01
Repurchase of common stock
0.12 — — — —
Issuance of convertible debt — — — — 0.06
Loss on extinguishment of debt (0.04) — — — —
Ordinary income dividends (1.13) (1.40) (1.44) (1.44) (1.44)
Tax basis returns of capital (0.19) (0.04) — — —
Total dividends to common shareholders (1.32) (1.44) (1.44) (1.44) (1.44)
Per share NAV at end of year $ 13.24 $ 13.21 $ 14.13 $ 14.80 $ 14.91
Per share market price at end of year $ 11.24 $ 14.05 $ 13.04 $ 15.28 $ 16.90
Total return based on market value (1), (2)
(10.6) % 18.8 % (5.2) % (1.1) % 31.7 %
Total return based on net asset value (1), (3)
10.2 % 3.7 % 5.2 % 8.9 % 10.6 %
Shares outstanding at end of year 57,767,264 58,766,426 58,774,607 58,847,256 53,041,900
* Effective January 1, 2018, incentive compensation was converted from a partnership profit allocation and distribution to a fee.
140
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Continued)
December 31, 2020
10. Financial Highlights — (continued)
Year Ended December 31,
2020 2019 2018 2017 2016
Ratios to average common equity:
Net investment income (1)
11.3 % 11.6 % 10.8 % 10.6 % 10.1 %
Expenses before incentive compensation (2)
10.0 % 9.8 % 8.5 % 7.3 % 6.9 %
Expenses and incentive compensation (3)
12.1 % 12.3 % 11.2 % 9.9 % 9.4 %
Ending common shareholder equity $ 764,986,578 $ 776,318,386 $ 830,474,727 $ 870,728,126 $ 790,935,991
Portfolio turnover rate 28.3 % 35.9 % 32.3 % 45.9 % 37.9 %
Weighted-average leverage outstanding $ 936,157,021 $ 902,977,493 $ 769,065,775 $ 623,666,655 $ 542,421,190
Weighted-average interest rate on leverage
3.9 % 4.6 % 4.6 % 4.5 % 3.9 %
Weighted-average number of common shares 57,991,233 58,766,362 58,815,216 57,000,658 50,948,035
Average leverage per share $ 16.14 $ 15.37 $ 13.08 $ 10.94 $ 10.65
Asset Coverage: As of December 31,
2020 2019 2018 2017 2016
Debt
Debt outstanding (4)
$ 856,324,371 $ 915,514,071 $ 812,007,389 $ 733,824,353 $ 579,906,288
Asset coverage per $1,000 of debt outstanding $ 2,058 $ 1,992 $ 2,157 $ 2,335 $ 2,344
______________
(1) Net of incentive compensation and excise taxes.
(2) Includes interest and other debt costs but excludes excise taxes.
(3) Includes incentive compensation and all Company expenses including interest and other debt costs.
(4) Excludes unamortized debt issuance costs which are netted in the Consolidated Statements of Assets and Liabilities.
141
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Continued)
December 31, 2020
11. Select Quarterly Data (Unaudited)
2020
Q4 Q3 Q2 Q1
Total investment income $ 42,890,406 $ 42,847,698 $ 45,114,424 $ 41,251,198
Net investment income before taxes 19,993,972 20,122,713 21,052,373 22,052,924
Excise taxes — — — —
Net investment income 19,993,972 20,122,713 21,052,373 22,052,924
Net realized and unrealized gain (loss) 27,994,361 28,830,499 25,298,894 (91,534,335)
Realized loss on extinguishment of debt — (2,436,913) — —
Net increase in net assets resulting from operations $ 47,988,333 $ 46,516,299 $ 46,351,267 $ (69,481,411)
Basic and diluted earnings per share $ 0.83 $ 0.81 $ 0.80 $ (1.20)
2019
Q4 Q3 Q2 Q1
Total investment income $ 47,810,412 $ 51,640,349 $ 48,174,625 $ 47,540,529
Net investment income before taxes 22,410,163 25,314,195 23,813,637 23,320,098
Excise taxes — — — —
Net investment income 22,410,163 25,314,195 23,813,637 23,320,098
Net realized and unrealized gain (loss) (23,565,362) (6,876,144) (34,637,520) 801,722
Net increase in net assets resulting from operations $ (1,155,199) $ 18,438,051 $ (10,823,883) $ 24,121,820
Basic and diluted earnings per share $ (0.02) $ 0.31 $ (0.18) $ 0.41
2018
Q4 Q3 Q2 Q1
Total investment income $ 48,382,641 $ 49,480,586 $ 48,420,911 $ 44,215,046
Net investment income before taxes 23,454,080 24,511,933 23,946,229 21,565,113
Excise taxes 92,700.00 — — —
Net investment income 23,361,380 24,511,933 23,946,229 21,565,113
Net realized and unrealized gain (loss) (24,383,303) (9,320,557) (19,828,585) 5,623,672
Net increase in net assets resulting from operations $ (1,021,923) $ 15,191,376 $ 4,117,644 $ 27,188,785
Basic and diluted earnings per share $ (0.02) $ 0.26 $ 0.07 $ 0.46
142
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Continued)
December 31, 2020
12. Senior Securities
Information about the Company's senior securities is shown in the following table as of the end of each of the last ten fiscal years and the period ended December 31, 2020.
Class and Year Total Amount
Outstanding (1)
Asset Coverage
Per Unit (2)
Involuntary
Liquidating
Preference
Per Unit (3)
Average Market
Value Per Unit (4)
Operating Facility
Fiscal Year 2020 $120,454 $9,508 — N/A
Fiscal Year 2019 108,498 5,812 — N/A
Fiscal Year 2018 82,000 5,221 — N/A
Fiscal Year 2017 57,000 6,513 — N/A
Fiscal Year 2016 100,500 4,056 — N/A
Fiscal Year 2015 124,500 3,076 — N/A
Fiscal Year 2014 70,000 5,356 — N/A
Fiscal Year 2013 45,000 8,176 — N/A
Fiscal Year 2012 74,000 7,077 — N/A
Fiscal Year 2011 29,000 13,803 — N/A
Fiscal Year 2010 50,000 8,958 — N/A
Preferred Interests
Fiscal Year 2020 N/A NA N/A N/A
Fiscal Year 2019 N/A N/A N/A N/A
Fiscal Year 2018 N/A N/A N/A N/A
Fiscal Year 2017 N/A N/A N/A N/A
Fiscal Year 2016 N/A N/A N/A N/A
Fiscal Year 2015 N/A N/A N/A N/A
Fiscal Year 2014 $134,000 $51,592 $20,074 N/A
Fiscal Year 2013 134,000 68,125 20,075 N/A
Fiscal Year 2012 134,000 50,475 20,079 N/A
Fiscal Year 2011 134,000 49,251 20,070 N/A
Fiscal Year 2010 134,000 48,770 20,056 N/A
Funding Facility I
Fiscal Year 2020 N/A N/A — N/A
Fiscal Year 2019 $158,000 $5,812 — N/A
Fiscal Year 2018 212,000 5,221 — N/A
Fiscal Year 2017 175,000 6,513 — N/A
Fiscal Year 2016 175,000 4,056 — N/A
Fiscal Year 2015 229,000 3,076 — N/A
Fiscal Year 2014 125,000 5,356 — N/A
Fiscal Year 2013 50,000 8,176 — N/A
Funding Facility II
Fiscal Year 2020 $36,000 $9,508 — N/A
143
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Continued)
December 31, 2020
Class and Year Total Amount
Outstanding (1)
Asset Coverage
Per Unit (2)
Involuntary
Liquidating
Preference
Per Unit (3)
Average Market
Value Per Unit (4)
SBA Debentures
Fiscal Year 2020 $138,000 $9,508 — N/A
Fiscal Year 2019 138,000 5,812 — N/A
Fiscal Year 2018 98,000 5,221 — N/A
Fiscal Year 2017 83,000 6,513 — N/A
Fiscal Year 2016 61,000 4,056 — N/A
Fiscal Year 2015 42,800 3,076 — N/A
Fiscal Year 2014 28,000 5,356 — N/A
2019 Convertible Notes
Fiscal Year 2020 N/A N/A — N/A
Fiscal Year 2019 N/A N/A — N/A
Fiscal Year 2018 $108,000 $2,157 — N/A
Fiscal Year 2017 108,000 2,335 — N/A
Fiscal Year 2016 108,000 2,352 — N/A
Fiscal Year 2015 108,000 2,429 — N/A
Fiscal Year 2014 108,000 3,617 — N/A
2022 Convertible Notes
Fiscal Year 2020 $140,000 $2,058 — N/A
Fiscal Year 2019 140,000 1,992 — N/A
Fiscal Year 2018 140,000 2,157 — N/A
Fiscal Year 2017 140,000 2,335 — N/A
Fiscal Year 2016 140,000 2,352 — N/A
2022 Notes
Fiscal Year 2020 $175,000 $2,058 — N/A
Fiscal Year 2019 175,000 1,992 — N/A
Fiscal Year 2018 175,000 2,157 — N/A
Fiscal Year 2017 175,000 2,335 — N/A
2024 Notes
Fiscal Year 2020 $250,000 $2,058 — N/A
Fiscal Year 2019 200,000 1,992 — N/A
______________
(1) Total amount of each class of senior securities outstanding at the end of the period presented (in 000’s).
(2) The asset coverage ratio for a class of senior securities representing indebtedness is calculated as our consolidated total assets, less all liabilities and indebtedness not represented by senior securities, divided by senior securities representing indebtedness. For the Operating Facility, Funding Facility I and Funding Facility II, the asset coverage ratio with respect to indebtedness is multiplied by $1,000 to determine the Asset Coverage Per Unit.
(3) The amount to which such class of senior security would be entitled upon the voluntary liquidation of the issuer in preference to any security junior to it. The “—” in this column indicates that the SEC expressly does not require this information to be disclosed for certain types of senior securities.
(4) The Company's senior securities are not registered for public trading.
144
BlackRock TCP Capital Corp.
Consolidated Schedule of Changes in Investments in Non-Controlled Affiliates (1)
Year Ended December 31, 2020
Security Dividends or Interest (2)
Fair Value at
December 31, 2019 Net realized gain or loss Net increase or decrease in unrealized appreciation or depreciation Acquisitions (3)
Dispositions (4)
Fair Value at
December 31, 2020
AGY Holding Corp., Common Stock $ — $ — $ — $ — $ — $ — $ —
AGY Holding Corp., Senior Secured 2nd Lien Notes, 11%, due 12/15/25
— 3,708,428 (8,778,822) 5,070,394 — — —
AGY Holding Corp., Senior Secured Delayed Draw Term Loan A, 12%, due 9/15/20 94,024 — — — 1,227,453 (1,227,453) —
AGY Holding Corp., Senior Secured Delayed Draw Term Loan, 12%, due 9/15/20 59,678 1,114,120 (1,174,170) — 60,050 — —
AGY Holding Corp., Senior Secured Term Loan A1, 12%, due 9/15/20 97,185 — — — 721,296 (721,296) —
AGY Holding Corp., Senior Secured Term Loan, 12%, due 9/15/20 155,135 5,171,151 (4,589,653) — 156,858 (738,356) —
Edmentum Ultimate Holdings, LLC, Class A Common Units 2,623,729 1,433,968 4,380,041 (753,742) — (5,060,267) —
Edmentum Ultimate Holdings, LLC, Junior PIK Notes, 10%, due 12/9/21 1,850,985 17,609,276 — (72,760) 1,927,179 (19,463,695) —
Edmentum Ultimate Holdings, LLC, Senior PIK Notes, 8.5%, due 6/9/20 313,061 3,675,888 — — 327,176 (4,003,064) —
Edmentum Ultimate Holdings, LLC, Warrants to Purchase Class A Common Units — 7,084,470 4,947,853 (7,084,469) — (4,947,854) —
Edmentum, Inc., Junior Revolving Facility, 5%, due 6/9/20 266,556 5,235,978 — (5) 474,037 (5,710,010) —
Edmentum, Inc., Senior Secured 1st Lien Term Loan B, 8.5%, due 6/9/21 2,194,392 10,740,023 — (1,173,442) 1,466,235 (11,032,816) —
Edmentum, Inc., Senior Secured 2nd Lien Term Loan, 7% PIK, due 12/8/21 576,320 8,281,661 — (8) 603,596 (8,885,249) —
Edmentum, Inc., Senior Secured 2nd Lien Revolver, 5% PIK, due 12/9/21 834,028 — — — 5,805,188 (5,805,188) —
Educationcity Limited (Edmentum), Senior Unsecured Promissory Note, 10%, due 8/31/20 329,098 — — — 3,707,423 (3,707,423) —
Iracore International Holdings, Inc., Senior Secured 1st Lien Term Loan, LIBOR + 9%, 1% LIBOR Floor, due 4/13/21 169,286 1,635,903 — — — (311,763) 1,324,140
Iracore Investments Holdings, Inc., Class A Common Stock — 2,476,881 — 2,704,645 — — 5,181,526
KAGY Holding Company, Inc., Series A Preferred Stock — — (1,091,199) 1,091,199 — — —
NEG Parent, LLC (CORE Entertainment, Inc.), Class A Units — 6,925,848 — 476,040 — — 7,401,888
NEG Parent, LLC (CORE Entertainment, Inc.), Class A Warrants to Purchase Class A Units — 391,407 — 46,754 — — 438,161
NEG Parent, LLC (CORE Entertainment, Inc.), Class B Warrants to Purchase Class A Units — 395,290 — 47,218 — — 442,508
NEG Parent, LLC (CORE Entertainment, Inc.), Litigation Trust Units — — 45,038 — — (45,038) —
TVG-Edmentum Holdings, LLC, Series A Preferred Units — — — 155,201 27,603,779 — 27,758,980
TVG-Edmentum Holdings, LLC, Series B-1 Common Units — — — 90,570 13,421,162 — 13,511,732
TVG-Edmentum Holdings, LLC, Series B-2 Common Units — — — (552,915) 13,421,162 — 12,868,247
Total $ 9,563,477 $ 75,880,292 $ (6,260,912) $ 44,680 $ 70,922,594 $ (71,659,472) $ 68,927,182
______________
Notes to Consolidated Schedule of Changes in Investments in Non-Controlled Affiliates:
(1) The issuers of the securities listed on this schedule are considered non-controlled affiliates under the Investment Company Act of 1940 due to the ownership by the Company of 5% to 25% of the issuers' voting securities.
(2) Also includes fee and lease income as applicable.
(3) Acquisitions include new purchases, PIK income and amortization of original issue and market discounts.
(4) Dispositions include decreases in the cost basis from sales, paydowns, mortgage amortizations and aircraft depreciation.
145
BlackRock TCP Capital Corp.
Consolidated Schedule of Changes in Investments in Controlled Affiliates (1)
Year Ended December 31, 2020
Security Dividends or Interest (2)
Fair Value at
December 31, 2019 Net realized gain or loss Net increase or decrease in unrealized appreciation or depreciation Acquisitions (3)
Dispositions (4)
Fair Value at
December 31, 2020
36th Street Capital Partners Holdings, LLC, Membership Units
$ 2,471,415 $ 31,682,859 $ — $ 1,452,141 $ — $ — $ 33,135,000
36th Street Capital Partners Holdings, LLC, Senior Note, 12%, due 11/1/20
4,900,130 40,834,419 — — — — 40,834,419
Anacomp, Inc., Class A Common Stock
— 1,167,640 — (765,871) — — 401,769
Conergy Asia & ME Pte. Ltd., 1st Lien Term Loan, 0%, due 6/30/21 44,223 1,207,786 — (390,084) 336,334 — 1,154,036
Conergy Asia Holdings Limited, Class B Shares
— — — — — — —
Conergy Asia Holdings Limited, Ordinary Shares
— — — — — — —
Conventional Lending TCP Holdings, LLC, Membership Units
1,436,922 14,269,948 — (950,043) 4,730,921 — 18,050,826
Kawa Solar Holdings Limited, Bank Guarantee Credit Facility, 0%, due 12/31/21 — 3,289,438 — 46,710 — — 3,336,148
Kawa Solar Holdings Limited, Ordinary Shares
— — — — — — —
Kawa Solar Holdings Limited, Revolving Credit Facility, 0%, due 12/31/21 — 2,208,823 — (94,490) — — 2,114,333
Kawa Solar Holdings Limited, Series B Preferred Shares
— — — — — — —
United N659UA-767, LLC (Aircraft Trust Holding Company)
26,635 2,300,366 (32,062) (134,933) — (2,133,371) —
United N661UA-767, LLC (Aircraft Trust Holding Company)
11,502 2,347,314 162,012 (121,954) — (2,387,372) —
Total $ 8,890,827 $ 99,308,593 $ 129,950 $ (958,524) $ 5,067,255 $ (4,520,743) $ 99,026,531
______________
Notes to Consolidated Schedule of Changes in Investments in Controlled Affiliates:
(1) The issuers of the securities listed on this schedule are considered controlled affiliates under the Investment Company Act of 1940 due to the ownership by the Company of more than 25% of the issuers' voting securities.
(2) Also includes fee and lease income as applicable.
(3) Acquisitions include new purchases, PIK income and amortization of original issue and market discounts.
(4) Dispositions include decreases in the cost basis from sales, paydowns, mortgage amortizations and aircraft depreciation.
146
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.
147
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.
148
BlackRock TCP Capital Corp.
Consolidated Schedule of Restricted Securities of Unaffiliated Issuers
December 31, 2020
Investment Acquisition Date
Actifio, Inc., Warrants to Purchase Series F Preferred Stock 5/5/17
AutoAlert Acquisition Co, LLC, Warrants to Purchase LLC Interest 6/30/20
Avanti Communications Group, PLC (144A), Senior New Money Initial Note, 9%, due 10/1/22 1/26/17
Avanti Communications Group, PLC (144A), Senior Second-Priority PIK Toggle Note, 9%, due 10/1/22 1/26/17
Domo, Inc., Warrants to Purchase Common Stock 12/5/17
Envigo RMS Holding Corp., Common Stock 6/3/19
Fidelis (SVC) LLC, Series C Preferred Units 12/31/19
FinancialForce.com, Inc., Warrants to Purchase Series C Preferred Stock 1/30/19
Foursquare Labs, Inc., Warrants to Purchase Series E Preferred Stock 5/4/17
GACP I, LP (Great American Capital), Membership Units 10/1/15
GACP II, LP (Great American Capital), Membership Units 1/12/18
GlassPoint Solar, Inc., Warrants to Purchase Series C-1 Preferred Stock 2/7/17
GlassPoint Solar, Inc., Warrants to Purchase Series D Preferred Stock 3/16/18
InMobi, Inc., Warrants to Purchase Common Stock 8/22/17
InMobi, Inc., Warrants to Purchase Series E Preferred Stock 9/18/15
InMobi, Inc., Warrants to Purchase Series E Preferred Stock (Strike Price $28.58) 10/1/18
Nanosys, Inc., Warrants to Purchase Preferred Stock 3/29/16
Pico Quantitative Trading Holdings, LLC, Warrants to Purchase Membership Units 2/7/20
Quora, Inc., Warrants to Purchase Series D Preferred Stock 4/12/19
ResearchGate Corporation., Warrants to Purchase Series D Preferred Stock 11/7/19
SnapLogic, Inc., Warrants to Purchase Series Preferred Stock 3/20/18
Soraa, Inc., Warrants to Purchase Common Stock 8/29/14
Tradeshift, Inc., Warrants to Purchase Series D Preferred Stock 3/9/17
Utilidata, Inc., Common Stock 7/6/20
Utilidata, Inc., Series C Preferred Stock 7/6/20
Utilidata, Inc., Series CC Preferred Stock 7/6/20
V Telecom Investment S.C.A. (Vivacom), Common Shares 11/9/12
149
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
150
Item 9. Changes in Disagreements with Accountants on Accounting and Financial Disclosure
None