Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
As of December 31, 2020 (the end of the period covered by this report), we, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the 1934 Act). Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed in our periodic SEC filings is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of such possible controls and procedures.
(b) Management’s Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, and for performing an assessment of the effectiveness of internal control over financial reporting as of December 31, 2020. Internal control over financial reporting is a process designed by, or under the supervision of, our principal executive and principal financial officers, or persons performing similar functions, and effected by our board of directors, management and other personnel, 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. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of assets of the company; (ii) 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 are being made only in accordance with authorizations; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our 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. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Management performed an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2020 based upon the criteria set forth in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our assessment, management determined that our internal control over financial reporting was effective as of December 31, 2020.
(c) Attestation Report of the Independent Registered Public Accounting Form
Our independent registered public accounting firm, Deloitte & Touche LLP, has issued an attestation report on the effectiveness of the Company’s internal control over financial reporting which is set forth under the heading “Report of Independent Registered Public Accounting Firm” on page 93 .
(d) Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during our most recently completed fiscal quarter, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Item 9B: Other Information.
None
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this item is contained in the Registrant’s definitive Proxy Statement for its 2021 Annual Stockholders Meeting to be filed with the Securities and Exchange Commission within 120 days after December 31, 2020 and is incorporated herein by reference.
Item 11. Executive Compensation
The information required by this item is contained in the Registrant’s definitive Proxy Statement for its 2021 Annual Stockholders Meeting to be filed with the Securities and Exchange Commission within 120 days after December 31, 2020 and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item is contained in the Registrant’s definitive Proxy Statement for its 2021 Annual Stockholders Meeting to be filed with the Securities and Exchange Commission within 120 days after December 31, 2020 and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item is contained in the Registrant’s definitive Proxy Statement for its 2021 Annual Stockholders Meeting to be filed with the Securities and Exchange Commission within 120 days after December 31, 2020 and is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services
The information required by this item is contained in the Registrant’s definitive Proxy Statement for its 2021 Annual Stockholders Meeting to be filed with the Securities and Exchange Commission within 120 days after December 31, 2020 and is incorporated herein by reference.
Item 15. Exhibits and Consolidated Financial Statement Schedules
a. Documents Filed as Part of this Report
The following reports and consolidated financial statements are set forth in Item 8:
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Page
Reports of Independent Registered Public Accounting Firm
93
Consolidated Statements of Assets and Liabilities as of December 31, 2020 and 2019
96
Consolidated Schedule of Investments as of December 31, 2020 and 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 Schedules of Changes in Investments in Affiliates as of December 31, 2020 and 2019
145
Consolidated Schedules of Restricted Securities of Unaffiliated Issuers as of December 31, 2020 and 2019
149
b. Exhibits
The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC:
Number Description
3.1 Certificate of Incorporation of the Registrant (1)
3.2 Certificate of Amendment to the Certificate of Incorporation of the Registrant (2)
3.3 Amended and Restated Bylaws of the Registrant (3)
4.1 Second Supplemental Indenture, dated as of August 23, 2019, by and between the Registrant and U.S. Bank National Association, as the Trustee (4)
4.2 Form of Global Note of 3.900% Notes due 2024 (included in Exhibit 4.1)(4)
4.3 Indenture, dated as of June 17, 2014, by and between the Registrant and U.S. Bank National Association, as the Trustee(11)
4.4 Form of Global Note of 5.25% Convertible Senior Notes Due 2019 (included in Exhibit 4.3)(11)
4.5 Indenture, dated as of September 6, 2016, by and between the Registrant and U.S. Bank National Association, as the Trustee(12)
4.6 Form of Global Note of 4.625% Convertible Senior Notes due 2022 (included in Exhibit 4.5) (12)
4.7 Indenture, dated as of August 11, 2017, by and between the Registrant and U.S. Bank National Association, as the Trustee(13)
4.8 First Supplemental Indenture, dated as of August 11, 2017, by and between the Registrant and U.S. Bank National Association, as the Trustee(14)
4.9 Form of Global Note of 4.125% Notes Due 2022 (included in Exhibit 4.8)(14)
4.10 Description of Securities(15)
4.11 Third Supplemental Indenture, dated as of February 9, 2021, by and between the Registrant and U.S. Bank National Association, as the Trustee(17)
4.12 Form of Global Note of 2.850% due 2026 (included in Exhibit 4.11)(17)
10.1 Form of Investment Management Agreement By and Between Registrant and Tennenbaum Capital Partners, LLC(5)
10.2 Form of Amended and Restated Investment Management Agreement By and Between Special Value Continuation Partners, LP and Tennenbaum Capital Partners, LLC(6)
10.3 Amended and Restated Investment Management Agreement By and Between Registrant and Tennenbaum Capital Partners, LLC(7)
10.4 Form of Administration Agreement of the Registrant(8)
10.5 Custodial Agreement dated as of July 31, 2006(9)
10.6 Form of Transfer Agency and Registrar Services Agreement(10)
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10.8 Second Amended and Restated Partnership Agreement of Special Value Continuation Partners, LP dated January 29, 2018(16)
10.9 Amended and Restated Credit Agreement dated as of May 6, 2019(18)
10.1 Amended and Restated Guaranty, Pledge and Security Agreement dated as of May 6, 2019(19)
10.11 Amendment No. 1 to Amended and Restated Credit Agreement dated as of May 6, 2019(20)
10.12 Amendment No. 2 to Amended and Restated Credit Agreement dated as of May 6, 2019(21)
10.13 Incremental Commitment Agreement dated as of April 25, 2020(22)
10.14 Loan and Servicing Agreement dated as of August 4, 2020(23)
10.15 Form of License Agreement(24)
10.16 Amendment No. 4 to Amended & Restated Senior Secured Revolving Credit Agreement*
10.17 S econd Ame ndment to Loan and Servici ng Agreement *
11 Computation of Per Share Earnings (included in the notes to the financial statements contained in this report)
12 Computation of Ratios (included in the notes to the financial statements contained in this report)
14.1 Code of Ethics and Business Conduct*
21.1 Subsidiaries of the Registrant*
21.2 Consent of Independent Registered Public Accounting Firm *
31.1 Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934*
31.2 Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934*
32.1 Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U. S.C. 1350)*
______________
* Filed herewith.
(1) Incorporated by reference to Exhibit (a)(2) to the Registrant’s Registration Statement under the Securities Act of 1933 (File No. 333-172669), on Form N-2, filed on May 13, 2011
(2) Incorporated by reference to Exhibit 99.2 to the Registrant’s Form 8-K, filed on August 2, 2018
(3) Incorporated by reference to Exhibit 99.3 to the Registrant’s Form 8-K, filed on August 2, 2018
(4) Incorporated by reference to Exhibit 4.1 to the Registrant's Form 8-K, filed on August 23, 2019
(5) Incorporated by reference to Exhibit 99.1 to the Registrant’s Form 8-K, filed on August 2, 2018
(6) Incorporated by reference to Exhibit (k)(8) to the Registrant’s Registration Statement under the Securities Act of 1933 (File No. 333-172669), on Form N-2, filed on May 13, 2011.
(7) Incorporated by reference to Exhibit 99.1 to the Registrant’s Form 8-K, filed on February 12, 2019
(8) Incorporated by reference to Exhibit (k)(1) to the Registrant’s Registration Statement under the Securities Act of 1933 (File No. 333-172669), on Form N-2, filed on May 13, 2011.
(9) Incorporated by reference to Exhibit 10.2 to Form 10-12G of Special Value Continuation Partners, LP (File No. 000-54393), filed May 6, 2011.
(10) Incorporated by reference to Exhibit (k)(2) to the Registrant’s Registration Statement under the Securities Act of 1933 (File No. 333-172669), on Form N-2, filed on March 5, 2012
(11) Incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed on June 17, 2014.
(12) Incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed on September 6, 2016.
(13) Incorporated by reference to Exhibit (d)(1) to Post-Effective Amendment No. 1 to the Registrant’s Registration Statement under the Securities Act of 1933 (File No. 333-216716), on Form N-2, filed on August 11, 2017.
(14) Incorporated by reference to Exhibit (d)(4) to Post-Effective Amendment No. 1 to the Registrant's Registration Statement under the Securities Act of 1933 (File No. 333-216716), on Form N-2, filed on August 11, 2017.
(15) Incorporated by reference to Exhibit 4.11 to the Registrant's Form 10-Q on May 11, 2020.
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(16) Incorporated by reference to Exhibit 3 to Special Value Continuation Partner, LP’s Form 8-K filed on January 30, 2018.
(17) Incorporated by reference to Exhibit 4.1 to the Registrant's Form 8-K filed on February 9, 2021.
(18) Incorporated by reference to Exhibit 10.2 to the Registrant's Form 8-K filed on May 8, 2019.
(19) Incorporated by reference to Exhibit 10.3 to the Registrant's Form 8-K filed on May 8, 2019.
(20) Incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K filed on April 28, 2020.
(21) Incorporated by reference to Exhibit 10.2 to the Registrant's Form 8-K filed on April 28, 2020.
(22) Incorporated by reference to Exhibit 10.3 to the Registrant's Form 8-K filed on April 28, 2020.
(23) Incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K filed on August 6, 2020.
(24) Incorporated by reference to Exhibit 10.19 to the Registrant's Form 10-K filed on February 26, 2020.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized.
BlackRock TCP Capital Corp.
By: /s/ Howard M. Levkowitz
Name: Howard M. Levkowitz
Title: Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacity and on the dates indicated.
Date Signature Title
February 25, 2021 /s/ Howard M. Levkowitz Chief Executive Officer, Chairman of
Howard M. Levkowitz the Board and Director (Principal Executive Officer)
February 25, 2021 /s/ Kathleen A. Corbet Director
Kathleen A. Corbet
February 25, 2021 /s/ Eric J. Draut Director
Eric J. Draut
February 25, 2021 /s/ M. Freddie Reiss Director
M. Freddie Reiss
February 25, 2021 /s/ Peter E. Schwab Director
Peter E. Schwab
February 25, 2021 /s/ Karyn L. Williams Director
Karyn L. Williams
February 25, 2021 /s/ Andrea Petro Director
Andrea Petro
February 25, 2021 /s/ Rajneesh Vig President and Director
Rajneesh Vig
February 25, 2021 /s/ Paul L. Davis Chief Financial Officer (Principal Financial Officer)
Paul L. Davis
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