Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Quarter Ended September 30, 2020
☐
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Commission File Number: 814-00899
______________________
BLACKROCK TCP CAPITAL CORP.
(Exact Name of Registrant as Specified in Charter)
______________________
Delaware
56-2594706
(State or Other Jurisdiction of Incorporation)
(IRS Employer Identification No.)
2951 28th Street, Suite 1000
Santa Monica, California
90405
(Address of Principal Executive Offices)
(Zip Code)
(310) 566-1000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, par value $0.001 per share
TCPC
NASDAQ Global Select Market
(Title of each class)
(Trading Symbol(s) )
(Name of each exchange where registered)
Securities registered pursuant to Section 12(g) of the Act: None
______________________
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act: Yes x No ¨
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days: Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer x
Accelerated filer ¨
Non-accelerated filer ¨
Smaller Reporting company ¨
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with a new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes ¨ No x
The number of shares of the Registrant’s common stock, $0.001 par value, outstanding as of November 2, 2020 was 57,767,264.
Companies less than 5% owned (cost of $1,491,568,519 and $1,483,508,500, respectively)
$
1,455,065,353
$
1,474,318,011
Companies 5% to 25% owned (cost of $66,501,857 and $70,112,667, respectively)
77,568,333
75,880,291
Companies more than 25% owned (cost of $134,012,301 and $135,655,840, respectively)
96,131,168
99,308,593
Total investments (cost of $1,692,082,677 and $1,689,277,007, respectively)
1,628,764,854
1,649,506,895
Cash and cash equivalents
35,449,403
44,848,539
Accrued interest income:
Companies less than 5% owned
15,101,313
16,937,339
Companies 5% to 25% owned
986,470
665,165
Companies more than 25% owned
13,611
305,721
Deferred debt issuance costs
5,276,610
5,476,382
Receivable for investments sold
167,273
1,316,667
Prepaid expenses and other assets
3,010,077
3,012,488
Total assets
1,688,769,611
1,722,069,196
Liabilities
Debt, net of unamortized issuance costs of $6,239,766 and $7,711,684, respectively
931,750,580
907,802,387
Payable for investments purchased
6,585,962
13,057,446
Management and advisory fees payable
5,687,951
5,429,075
Incentive compensation payable
5,048,103
4,753,671
Interest payable
2,927,340
10,837,121
Payable to the Advisor
590,537
1,591,651
Accrued expenses and other liabilities
1,850,714
2,279,459
Total liabilities
954,441,187
945,750,810
Commitments and contingencies (Note 5)
Net assets
$
734,328,424
$
776,318,386
Composition of net assets
Common stock, $0.001 par value; 200,000,000 shares authorized, 57,767,264 and 58,766,426 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively
$
57,767
$
58,766
Paid-in capital in excess of par
991,286,424
997,379,362
Distributable earnings (loss)
(257,015,767)
(221,119,742)
Net assets
$
734,328,424
$
776,318,386
Net assets per share
$
12.71
$
13.21
See accompanying notes to the consolidated financial statements.
2
BlackRock TCP Capital Corp.
Consolidated Schedule of Investments (Unaudited)
September 30, 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
$
5,068,367
$
4,836,735
0.29
%
N
Unanet, Inc.
First Lien Term Loan
LIBOR(M)
—
6.25
%
6.44
%
5/31/2024
$
19,897,959
19,738,978
19,141,837
1.15
%
N
Unanet, Inc.
Sr Secured Revolver
LIBOR(M)
—
6.25
%
6.44
%
5/31/2024
$
2,448,980
2,430,383
2,355,918
0.14
%
N
27,237,728
26,334,490
1.58
%
Airlines
Mesa Air Group, Inc.
Junior Loan Agreement (N902FJ)
LIBOR(Q)
—
7.50
%
7.75
%
2/1/2022
$
617,512
615,492
600,221
0.04
%
N
Mesa Air Group, Inc.
Junior Loan Agreement (N903FJ)
LIBOR(Q)
—
7.50
%
7.75
%
2/1/2022
$
708,921
706,602
689,071
0.04
%
N
Mesa Air Group, Inc.
Junior Loan Agreement (N904FJ)
LIBOR(Q)
—
7.50
%
7.75
%
2/1/2022
$
788,974
786,394
766,883
0.05
%
N
Mesa Air Group, Inc.
Junior Loan Agreement (N905FJ)
LIBOR(Q)
—
7.50
%
7.75
%
2/1/2022
$
595,755
593,806
579,074
0.03
%
N
Mesa Air Group, Inc.
Junior Loan Agreement (N906FJ)
LIBOR(Q)
—
7.50
%
7.75
%
5/1/2022
$
650,727
648,128
632,507
0.04
%
N
Mesa Air Group, Inc.
Junior Loan Agreement (N907FJ)
LIBOR(Q)
—
7.50
%
7.75
%
5/1/2022
$
675,835
673,135
656,912
0.04
%
N
Mesa Air Group, Inc.
Junior Loan Agreement (N908FJ)
LIBOR(Q)
—
7.50
%
7.75
%
5/1/2022
$
964,899
961,044
937,882
0.06
%
N
Mesa Air Group, Inc.
Junior Loan Agreement (N909FJ)
LIBOR(Q)
—
7.50
%
7.75
%
8/1/2022
$
498,560
496,442
484,600
0.03
%
N
Mesa Air Group, Inc.
Junior Loan Agreement (N910FJ)
LIBOR(Q)
—
7.50
%
7.75
%
8/1/2022
$
478,892
476,858
465,483
0.03
%
N
Mesa Airlines, Inc.
Aircraft Acquisition Incremental Loan
LIBOR(M)
2.00
%
5.00
%
7.00
%
9/27/2023
$
2,124,097
2,103,402
1,973,286
0.12
%
N
Mesa Airlines, Inc.
Aircraft Acquisition Loan
LIBOR(M)
2.00
%
5.00
%
7.00
%
6/5/2023
$
17,037,024
16,883,384
15,963,692
0.96
%
N
One Sky Flight, LLC
First Lien Term Loan
LIBOR(Q)
1.00
%
7.50
%
8.50
%
12/27/2024
$
19,250,000
18,910,671
19,442,500
1.17
%
N
43,855,358
43,192,111
2.61
%
Automobiles
Autoalert, LLC
First Lien Incremental Term Loan
LIBOR(Q)
0.25
%
10.75
%
11.06
%
1/1/2022
$
41,207,522
41,183,626
39,064,731
2.35
%
N
Autoalert, LLC
First Lien Term Loan
LIBOR(Q)
0.25
%
10.75
%
11.06
%
1/1/2022
$
16,307,846
16,283,070
15,459,838
0.93
%
N
DealerFX, Inc.
First Lien Term Loan
LIBOR(Q)
1.00
%
6.25% Cash + 2.00% PIK
9.25
%
2/1/2023
$
16,475,518
16,306,053
16,129,532
0.97
%
N
73,772,749
70,654,101
4.25
%
Building Products
Dodge Data & Analytics, LLC
First Lien Delayed Draw Term Loan
LIBOR(Q)
1.00
%
7.00
%
8.00
%
12/31/2020
$
834,573
834,441
818,716
0.05
%
N
Dodge Data & Analytics, LLC
First Lien Term Loan
LIBOR(Q)
1.00
%
7.00
%
8.00
%
12/31/2020
$
33,759,684
33,753,568
33,118,250
1.99
%
N
34,588,009
33,936,966
2.04
%
Capital Markets
HighTower Holding, LLC
Second Lien Term Loan
LIBOR(Q)
1.00
%
8.75
%
9.75
%
1/31/2026
$
15,080,645
14,763,799
15,076,121
0.91
%
N
HighTower Holding, LLC
Second Lien Delayed Draw Term Loan
LIBOR(M)
1.00
%
8.75
%
9.75
%
1/31/2026
$
6,169,355
6,069,787
6,167,504
0.37
%
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
20,928,723
21,246,232
1.28
%
L/N
41,762,309
42,489,857
2.56
%
Commercial Services and Supplies
Kellermeyer Bergensons Services, LLC
First Lien Delayed Draw Term Loan A
LIBOR(Q)
1.00
%
6.50
%
7.73
%
11/7/2026
$
1,427,124
1,414,242
1,420,414
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
$
202,108
184,956
192,306
0.01
%
N
Kellermeyer Bergensons Services, LLC
First Lien Term Loan
LIBOR(Q)
1.00
%
6.50
%
7.50
%
11/7/2026
$
6,486,928
6,432,316
6,454,493
0.39
%
N
Team Software, Inc.
First Lien Incremental Term Loan
LIBOR(Q)
—
5.50
%
5.75
%
9/17/2023
$
7,220,080
7,135,091
7,090,119
0.43
%
N
Team Software, Inc.
First Lien Revolver
LIBOR(Q)
—
5.50
%
5.75
%
9/17/2023
$
1,053,363
1,021,418
990,161
0.06
%
N
Team Software, Inc.
First Lien Term Loan
LIBOR(Q)
—
5.50
%
5.75
%
9/17/2023
$
13,167,038
13,039,675
12,930,031
0.78
%
N
29,227,698
29,077,524
1.76
%
3
BlackRock TCP Capital Corp.
Consolidated Schedule of Investments (Unaudited) (Continued)
September 30, 2020
Issuer
Instrument
Ref
Floor
Spread
Total Coupon
Maturity
Principal
Cost
Fair Value
% of Total Cash and Investments
Notes
Debt Investments (continued)
Communications Equipment
Avanti Communications Jersey Limited (United Kingdom)
1.25 Lien Term Loan
Fixed
—
12.50
%
12.50
%
5/24/2021
$
225,764
$
225,764
$
225,764
0.01
%
H/N
Avanti Communications Jersey Limited (United Kingdom)
1.5 Lien Delayed Draw Term Loan
Fixed
—
12.50
%
12.50
%
5/24/2021
$
1,331,667
1,331,667
1,331,667
0.08
%
H/N
Avanti Communications Jersey Limited (United Kingdom)
1.5 Lien Term Loan
Fixed
—
12.50
%
12.50
%
5/24/2021
$
310,137
276,288
310,137
0.02
%
H/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
978,061
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
2,495,739
0.15
%
C/E/G/H/N
7,489,524
5,341,368
0.32
%
Construction and Engineering
Hylan Datacom & Electrical, LLC
First Lien Incremental Term Loan
LIBOR(Q)
1.00
%
10.00
%
11.00
%
7/25/2021
$
2,628,475
2,610,742
2,142,470
0.13
%
N
Hylan Datacom & Electrical, LLC
First Lien Term Loan (3.15% Exit Fee)
LIBOR(Q)
1.00
%
10.00
%
11.00
%
7/25/2021
$
14,548,744
14,514,161
11,858,681
0.71
%
L/N
17,124,903
14,001,151
0.84
%
Consumer Finance
Auto Trakk SPV, LLC
First Lien Delayed Draw Term Loan
LIBOR(M)
0.50
%
6.50
%
7.00
%
12/21/2021
$
23,971,792
23,862,639
23,971,792
1.43
%
N
Barri Financial Group, LL
First Lien Term Loan
LIBOR(Q)
1.00
%
7.75
%
8.75
%
10/23/2024
$
16,507,539
16,160,090
16,656,107
1.00
%
N
Open Lending, LLC
First Lien Term Loan
LIBOR(M)
1.00
%
6.50
%
7.50
%
3/11/2027
$
4,937,500
4,793,326
4,912,813
0.30
%
N
44,816,055
45,540,712
2.73
%
Diversified Consumer Services
Edmentum, Inc.
Jr Revolving Facility
Fixed
—
5.00
%
5.00
%
12/9/2021
$
5,638,742
5,638,742
5,638,742
0.34
%
B/N
Edmentum, Inc.
First Lien Term Loan B
LIBOR(Q)
1.00
%
8.50
%
9.50
%
6/9/2021
$
10,917,544
10,315,636
10,917,544
0.66
%
B/N
Edmentum, Inc.
Second Lien Term Loan
Fixed
—
7.00% PIK
7.00
%
12/8/2021
$
8,730,763
8,730,763
8,730,763
0.52
%
B/N
Edmentum, Inc.
Second Lien Revolver
Fixed
—
5.00% PIK
5.00
%
12/9/2021
$
5,732,733
5,732,733
5,732,733
0.34
%
B/N
Edmentum Ultimate Holdings, LLC
Jr PIK Notes
Fixed
—
10.00% PIK
10.00
%
12/9/2021
$
18,983,826
18,821,668
18,983,826
1.14
%
B/N
Edmentum Ultimate Holdings, LLC
Sr PIK Notes
Fixed
—
8.50% PIK
8.50
%
12/9/2021
$
3,918,862
3,918,862
3,918,862
0.24
%
B/N
Educationcity Limited (Edmentum)
Sr Unsecured Promissory Note
Fixed
—
10.00
%
10.00
%
12/9/2021
$
3,707,423
3,682,688
3,707,423
0.22
%
B/N
Spark Networks, Inc.
Sr Secured Revolver
LIBOR(Q)
1.50
%
8.00
%
9.50
%
7/1/2023
$
—
(24,339)
(11,266)
—
K/N
Spark Networks, Inc.
First Lien Term Loan
LIBOR(Q)
1.50
%
8.00
%
9.50
%
7/1/2023
$
20,452,504
19,922,271
20,157,988
1.21
%
N
76,739,024
77,776,615
4.67
%
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
40,834,418
2.45
%
E/F/N
Aretec Group, Inc. (Cetera)
Second Lien Term Loan
LIBOR(M)
—
8.25
%
8.40
%
10/1/2026
$
27,105,263
26,869,689
23,129,735
1.39
%
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
32,490,000
1.95
%
H/I/N
GC Agile Holdings Limited (Apex) (England)
First Lien Delayed Term Loan B
LIBOR(Q)
1.00
%
7.00
%
8.25
%
6/15/2025
$
18,836,223
18,522,666
18,509,018
1.11
%
H/N
GC Agile Holdings Limited (Apex) (England)
First Lien Term Loan A
LIBOR(Q)
1.00
%
7.00
%
8.25
%
6/15/2025
$
818,677
805,409
801,730
0.05
%
H/N
RSB-160, LLC (Lat20)
First Lien Delayed Draw Term Loan
LIBOR(M)
1.00
%
6.00
%
7.00
%
7/20/2022
$
2,333,333
2,308,222
2,333,333
0.14
%
N
127,340,404
118,098,234
7.09
%
Diversified Telecommunication Services
ECI Macola/Max Holding, LLC
Second Lien Term Loan
LIBOR(M)
1.00
%
8.00
%
9.00
%
9/29/2025
$
24,840,563
24,674,558
24,840,563
1.49
%
N
Aventiv Technologies, Inc. (Securus)
Second Lien Term Loan
LIBOR(Q)
1.00
%
8.25
%
9.25
%
11/1/2025
$
25,846,154
25,664,949
16,208,382
0.97
%
N
Telarix, Inc.
First Lien Term Loan
LIBOR(Q)
1.00
%
6.00
%
7.00
%
11/19/2023
$
7,387,500
7,308,552
7,154,055
0.43
%
N
Telarix, Inc.
Sr Secured Revolver
LIBOR(Q)
1.00
%
6.00
%
7.00
%
11/19/2023
$
357,143
353,704
345,857
0.02
%
N
58,001,763
48,548,857
2.91
%
4
BlackRock TCP Capital Corp.
Consolidated Schedule of Investments (Unaudited) (Continued)
September 30, 2020
Issuer
Instrument
Ref
Floor
Spread
Total Coupon
Maturity
Principal
Cost
Fair Value
% of Total Cash and Investments
Notes
Debt Investments (continued)
Electric Utilities
Conergy Asia & ME Pte. Ltd (Singapore)
First Lien Term Loan
Fixed
—
—
—
6/30/2021
$
2,110,141
$
2,110,141
$
1,290,984
0.08
%
C/F/H/N
Kawa Solar Holdings Limited (Conergy) (Cayman Islands)
Bank Guarantee Credit Facility
Fixed
—
—
—
9/30/2020
$
6,578,877
6,578,877
3,267,728
0.20
%
C/F/H/N
Kawa Solar Holdings Limited (Conergy) (Cayman Islands)
Revolving Credit Facility
Fixed
—
—
—
9/30/2020
$
8,668,850
8,668,850
2,022,443
0.12
%
C/F/H/N
17,357,868
6,581,155
0.40
%
Electrical Equipment
TCFI Amteck Holdings, LLC
First Lien Delayed Draw Term Loan
LIBOR(Q)
—
6.25
%
6.50
%
5/22/2023
$
522,897
517,057
518,191
0.03
%
N
TCFI Amteck Holdings, LLC
First Lien Term Loan
LIBOR(Q)
—
6.25
%
6.50
%
5/22/2023
$
8,668,436
8,570,486
8,590,420
0.52
%
N
9,087,543
9,108,611
0.55
%
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
4,230,963
1,485,878
0.09
%
C/L/N
GlassPoint Solar, Inc.
First Lien Incremental Term Loan A
LIBOR(M)
2.00
%
8.50
%
10.50
%
8/31/2021
$
205,484
205,484
205,484
0.01
%
N
GlassPoint Solar, Inc.
First Lien Term Loan (5.0% Exit Fee)
LIBOR(M)
—
11.44
%
—
8/31/2021
$
2,324,588
2,267,956
813,606
0.05
%
C/L/N
Sphera Solutions, Inc. (Diamondback)
First Lien FILO Term Loan B
LIBOR(Q)
1.00
%
8.81
%
9.81
%
6/14/2022
$
23,436,561
23,157,209
23,131,885
1.39
%
N
29,861,612
25,636,853
1.54
%
Health Care Technology
CAREATC, Inc.
First Lien Term Loan
LIBOR(Q)
1.00
%
7.25
%
8.25
%
3/14/2024
$
8,502,033
8,372,886
8,493,531
0.51
%
N
CAREATC, Inc.
Sr Secured Revolver
LIBOR(Q)
1.00
%
7.25
%
8.25
%
3/14/2024
$
—
(8,556)
(607)
—
K/N
Edifecs, Inc
First Lien Term Loan
LIBOR(Q)
1.00
%
7.50
%
8.50
%
9/21/2026
$
1,388,889
1,354,297
1,354,167
0.08
%
N
Patient Point Network Solutions, LLC
Sr Secured Revolver
LIBOR(Q)
1.00
%
7.50
%
9.50
%
6/26/2022
$
440,474
438,320
438,272
0.03
%
N
Patient Point Network Solutions, LLC
First Lien Incremental Term Loan
LIBOR(Q)
1.00
%
7.50
%
8.50
%
6/26/2022
$
1,189,083
1,182,265
1,183,138
0.07
%
N
Patient Point Network Solutions, LLC
First Lien Term Loan
LIBOR(Q)
1.00
%
7.50
%
8.50
%
6/26/2022
$
6,169,510
6,140,965
6,138,224
0.37
%
N
Sandata Technologies, LLC
First Lien Term Loan
LIBOR(Q)
—
6.00
%
6.25
%
7/23/2024
$
20,250,000
20,003,511
19,561,500
1.18
%
N
Sandata Technologies, LLC
Sr Secured Revolver
LIBOR(Q)
—
6.00
%
6.25
%
7/23/2024
$
2,250,000
2,223,501
2,173,500
0.13
%
N
39,707,189
39,341,725
2.37
%
Hotels, Restaurants and Leisure
Fishbowl, Inc.
First Lien Term Loan
LIBOR(Q)
—
1.3% Cash + 8.45% PIK
10.00
%
1/26/2022
$
25,662,183
25,456,660
15,730,918
0.95
%
N
Pegasus Business Intelligence, LP (Onyx Centersource)
First Lien Incremental Term Loan
LIBOR(Q)
1.00
%
6.25
%
7.25
%
12/20/2021
$
5,634,101
5,634,101
4,552,354
0.27
%
N
Pegasus Business Intelligence, LP (Onyx Centersource)
First Lien Term Loan
LIBOR(Q)
1.00
%
6.25
%
7.25
%
12/20/2021
$
13,473,657
13,434,395
10,886,715
0.65
%
N
Pegasus Business Intelligence, LP (Onyx Centersource)
Revolver
LIBOR(Q)
1.00
%
6.25
%
7.25
%
12/20/2021
$
671,356
669,543
542,455
0.03
%
N
VSS-Southern Holdings, LLC (Southern Theatres)
First Lien Term Loan
LIBOR(Q)
1.00
%
7.50
%
8.50
%
3/31/2022
$
2,406,653
2,391,015
2,146,734
0.13
%
N
VSS-Southern Holdings, LLC (Southern Theatres)
First Lien Incremental Term Loan
LIBOR(Q)
1.00
%
7.50
%
8.50
%
3/31/2022
$
143,525
142,836
128,024
0.01
%
N
VSS-Southern Holdings, LLC (Southern Theatres)
First Lien Incremental Term Loan
LIBOR(Q)
1.00
%
7.50
%
8.50
%
3/31/2022
$
553,360
553,360
493,597
0.03
%
N
VSS-Southern Holdings, LLC (Southern Theatres)
Sr Secured Revolver
LIBOR(Q)
1.00
%
7.50
%
8.50
%
3/31/2022
$
1,031,968
1,027,534
920,516
0.06
%
N
49,309,444
35,401,313
2.13
%
Insurance
2-10 Holdco, Inc.
First Lien Term Loan
LIBOR(Q)
1.00
%
6.25
%
7.00
%
10/31/2024
$
4,503,125
4,437,467
4,422,519
0.27
%
N
2-10 Holdco, Inc.
Sr Secured Revolver
LIBOR(Q)
1.00
%
6.25
%
7.00
%
10/31/2024
$
—
(5,687)
(7,458)
—
K/N
AmeriLife Holdings, LLC
Second Lien Term Loan
LIBOR(Q)
1.00
%
8.50
%
9.50
%
3/18/2028
$
21,356,400
20,939,684
21,164,193
1.27
%
N
Higginbotham Insurance Agency, Inc.
Second Lien Term Loan
LIBOR(M)
1.00
%
7.50
%
8.50
%
12/19/2025
$
28,000,000
27,816,436
27,720,000
1.67
%
N
53,187,900
53,299,254
3.21
%
5
BlackRock TCP Capital Corp.
Consolidated Schedule of Investments (Unaudited) (Continued)
September 30, 2020
Issuer
Instrument
Ref
Floor
Spread
Total Coupon
Maturity
Principal
Cost
Fair Value
% of Total Cash and Investments
Notes
Debt Investments (continued)
Internet and Catalog Retail
Live Auctioneers LLC
First Lien Last Out B-2 Term Loan
LIBOR(Q)
1.00
%
6.76
%
7.76
%
5/20/2025
$
13,855,133
$
13,624,098
$
13,550,320
0.81
%
N
Internet Software and Services
Acquia Inc.
First Lien Term Loan
LIBOR(Q)
1.00
%
7.00
%
8.00
%
11/1/2025
$
16,648,997
16,354,623
16,782,188
1.01
%
N
Acquia Inc.
Sr Secured Revolver
LIBOR(Q)
1.00
%
7.00
%
8.00
%
11/1/2025
$
—
(30,611)
—
—
K/N
Domo, Inc.
First Lien Delayed Draw Term Loan (7.0% Exit Fee)
LIBOR(M)
1.50
%
5.5% Cash + 2.5% PIK
9.50
%
4/1/2025
$
53,127,799
53,049,139
54,084,100
3.25
%
L/N
Domo, Inc.
First Lien Term Loan
LIBOR(M)
—
9.5% PIK
9.50
%
4/1/2025
$
2,506,304
16,426
2,543,898
0.15
%
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
27,600,518
28,420,000
1.71
%
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
33,524,438
33,851,250
2.03
%
L/N
Foursquare Labs, Inc.
First Lien Incremental Term Loan
LIBOR(M)
2.19
%
7.25
%
9.44
%
10/1/2022
$
7,500,000
7,260,786
7,477,500
0.45
%
N
Metricstream, Inc.
First Lien Term Loan
LIBOR(Q)
1.00
%
8.00
%
9.00
%
9/28/2024
$
23,104,483
22,643,279
22,642,394
1.36
%
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
8,705,607
8,703,040
0.52
%
L/N
Quartz Holding Company (Quick Base)
Second Lien Term Loan
LIBOR(M)
—
8.00
%
8.15
%
4/2/2027
€
9,903,019
9,724,160
9,308,838
0.56
%
N
ResearchGate GmBH (Germany)
First Lien Term Loan
LIBOR(M)
—
8.55
%
8.55
%
10/1/2022
€
6,714,000
7,975,407
8,531,029
0.51
%
D/H/L/N
186,823,772
192,344,237
11.55
%
IT Services
Donuts Inc.
First Lien Revolver
LIBOR(Q)
1.00
%
6.25
%
7.25
%
9/17/2023
$
—
(19,119)
(1,448)
—
K/N
Donuts Inc.
First Lien Term Loan
LIBOR(Q)
1.00
%
6.25
%
7.25
%
9/17/2023
$
10,537,412
10,333,398
10,522,660
0.63
%
N
Puppet, Inc.
First Lien Term Loan (3.0% Exit Fee)
LIBOR(Q)
1.00
%
8.50
%
9.50
%
6/19/2023
$
10,448,202
10,096,160
10,155,652
0.61
%
L/N
Web.com Group Inc.
Second Lien Term Loan
LIBOR(M)
—
7.75
%
7.90
%
10/11/2026
$
21,466,800
21,238,562
20,433,710
1.23
%
G/J
Xactly Corporation
First Lien Incremental Term Loan B
LIBOR(Q)
1.00
%
7.25
%
8.25
%
7/31/2022
$
4,996,644
4,936,062
4,941,681
0.30
%
N
Xactly Corporation
First Lien Incremental Term Loan
LIBOR(Q)
1.00
%
7.25
%
8.25
%
7/31/2022
$
2,726,918
2,701,907
2,696,922
0.16
%
N
Xactly Corporation
First Lien Term Loan
LIBOR(Q)
1.00
%
7.25
%
8.25
%
7/31/2022
$
6,948,120
6,890,913
6,871,691
0.41
%
N
Xactly Corporation
Sr Secured Revolver
LIBOR(Q)
1.00
%
7.25
%
8.25
%
7/31/2022
$
—
(6,300)
(9,404)
—
K/N
56,171,583
55,611,464
3.34
%
Leisure Products
Blue Star Sports Holdings, Inc.
First Lien Delayed Draw Term Loan
LIBOR(Q)
1.00
%
7.75
%
8.97
%
6/15/2024
$
56,233
55,483
52,268
—
N
Blue Star Sports Holdings, Inc.
First Lien Revolver
LIBOR(Q)
1.00
%
5.75
%
6.75
%
6/15/2024
$
112,544
111,064
104,610
0.01
%
N
Blue Star Sports Holdings, Inc.
First Lien Term Loan
LIBOR(Q)
1.00
%
7.75
%
8.75
%
6/15/2024
$
1,545,548
1,524,619
1,436,587
0.09
%
N
1,691,166
1,593,465
0.10
%
Media
Bisnow, LLC
First Lien Revolver
LIBOR(Q)
—
7.50
%
7.81
%
9/21/2022
$
1,200,000
1,192,253
1,159,680
0.07
%
N
Bisnow, LLC
First Lien Term Loan
LIBOR(Q)
—
7.50
%
7.81
%
9/21/2022
$
9,500,712
9,425,367
9,181,488
0.55
%
N
Khoros, LLC (Lithium)
Sr Secured Revolver
LIBOR(Q)
1.00
%
8.00
%
9.21
%
10/3/2022
$
254,689
240,335
221,070
0.01
%
N
Khoros, LLC (Lithium)
Sr Secured Revolver
LIBOR(Q)
1.00
%
8.00
%
9.21
%
10/3/2022
$
75,871
70,560
65,856
—
N
Khoros, LLC (Lithium)
First Lien Incremental Term Loan
LIBOR(Q)
1.00
%
8.00
%
9.00
%
10/3/2022
$
7,131,905
7,044,936
6,975,003
0.42
%
N
Khoros, LLC (Lithium)
First Lien Term Loan
LIBOR(Q)
1.00
%
8.00
%
9.00
%
10/3/2022
$
20,884,731
20,682,102
20,425,267
1.23
%
N
NEP II, Inc.
Second Lien Term Loan
LIBOR(M)
—
7.00
%
7.15
%
10/19/2026
$
25,000,000
24,776,592
20,041,625
1.20
%
G
Quora, Inc.
First Lien Term Loan (4.0% Exit Fee)
Fixed
—
10.10
%
10.10
%
5/1/2022
$
12,692,602
12,569,345
12,756,065
0.77
%
L/N
76,001,490
70,826,054
4.25
%
Metal and Mining
Neenah Foundry Company
First Lien Term Loan B
LIBOR(Q)
1.00
%
6.5% Cash + 2.5% PIK
10.00
%
12/13/2022
$
4,745,680
4,719,143
4,152,470
0.25
%
N
Oil, Gas and Consumable Fuels
Iracore International, Inc.
First Lien Term Loan
LIBOR(M)
1.00
%
9.00
%
10.00
%
4/13/2021
$
1,635,903
1,635,903
1,635,903
0.10
%
B/N
6
BlackRock TCP Capital Corp.
Consolidated Schedule of Investments (Unaudited) (Continued)
September 30, 2020
Issuer
Instrument
Ref
Floor
Spread
Total Coupon
Maturity
Principal
Cost
Fair Value
% of Total Cash and Investments
Notes
Debt Investments (continued)
Personal Products
Olaplex, Inc.
Sr Secured Revolver
LIBOR(M)
1.00
%
6.50
%
7.50
%
1/8/2025
$
670,000
$
646,706
$
670,000
0.04
%
K/N
Olaplex, Inc.
First Lien Term Loan
LIBOR(M)
1.00
%
6.50
%
7.50
%
1/8/2026
$
13,489,248
13,245,276
13,759,033
0.83
%
N
13,891,982
14,429,033
0.87
%
Pharmaceuticals
Cambrex Corporation
Second Lien Term Loan
LIBOR(Q)
1.00
%
9.00
%
10.00
%
12/4/2027
$
15,441,176
15,159,252
15,441,176
0.93
%
N
P&L Development, LLC
First Lien Term Loan
LIBOR(M)
2.00
%
7.50
%
9.50
%
6/28/2024
$
8,547,500
8,377,414
8,504,762
0.51
%
G/N
23,536,666
23,945,938
1.44
%
Professional Services
Applause App Quality, Inc.
First Lien Term Loan
LIBOR(Q)
1.00
%
5.00
%
6.00
%
9/20/2022
$
20,772,306
20,586,103
20,668,444
1.24
%
N
Applause App Quality, Inc.
Sr Secured Revolver
LIBOR(Q)
1.00
%
5.00
%
6.00
%
9/20/2022
$
—
(11,967)
(7,549)
—
K/N
CIBT Solutions, Inc.
Second Lien Term Loan
LIBOR(Q)
1.00
%
7.75
%
—
6/1/2025
$
7,875,338
7,820,788
4,016,422
0.24
%
C/G/N
Dude Solutions Holdings, Inc.
Sr Secured Revolver
LIBOR(Q)
1.00
%
7.50
%
8.50
%
6/13/2025
$
588,772
549,192
588,772
0.04
%
N
Dude Solutions Holdings, Inc.
First Lien Term Loan
LIBOR(Q)
1.00
%
7.50
%
8.50
%
6/13/2025
$
16,906,042
16,584,849
16,939,854
1.02
%
N
Dude Solutions Holdings, Inc.
First Lien Incremental Term Loan
LIBOR(Q)
1.00
%
7.50
%
8.50
%
6/13/2025
$
2,230,299
2,183,968
2,234,760
0.13
%
N
iCIMS, Inc.
Sr Secured Revolver
LIBOR(Q)
1.00
%
6.50
%
7.50
%
9/12/2024
$
—
(1,606)
(1,691)
—
K/N
iCIMS, Inc.
First Lien Term Loan
LIBOR(Q)
1.00
%
6.50
%
7.50
%
9/12/2024
$
2,351,073
2,313,407
2,318,394
0.14
%
N
Institutional Shareholder Services, Inc.
Second Lien Term Loan
LIBOR(Q)
—
8.50
%
8.72
%
3/5/2027
$
5,820,856
5,667,360
5,529,814
0.33
%
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
18,824,182
18,840,333
1.13
%
L/N
74,516,276
71,127,553
4.27
%
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
4,383,613
4,244,444
0.26
%
N
Space Midco, Inc. (Archibus)
Sr Secured Revolver
LIBOR(Q)
—
6.25
%
6.50
%
12/5/2023
$
—
(3,685)
(12,500)
—
%
K/N
4,379,928
4,231,944
0.26
%
Road and Rail
GlobalTranz Enterprises LLC
Second Lien Term Loan
LIBOR(M)
—
8.25
%
8.39
%
5/15/2027
$
19,382,324
19,035,087
15,680,300
0.94
%
N
Software
Certify, Inc.
First Lien Delayed Draw Term Loan
LIBOR(M)
1.00
%
5.75
%
6.75
%
2/28/2024
$
3,188,631
3,147,840
3,137,613
0.19
%
N
Certify, Inc.
First Lien Term Loan
LIBOR(M)
1.00
%
5.75
%
6.75
%
2/28/2024
$
23,383,293
23,307,545
23,009,160
1.38
%
N
Certify, Inc.
Sr Secured Revolver
LIBOR(M)
1.00
%
5.75
%
6.75
%
2/28/2024
$
—
(15,572)
(17,006)
—
K/N
Marketlive, LLC (Kibo)
First Lien Term Loan
LIBOR(Q)
1.00
%
8.00
%
9.00
%
12/18/2020
$
5,038,346
5,016,655
5,023,231
0.30
%
N
Rhode Holdings, Inc. (Kaseya)
First Lien Delayed Draw Term Loan
LIBOR(Q)
1.00
%
7.00
%
8.09
%
5/3/2025
$
331,750
305,087
319,658
0.02
%
N
Rhode Holdings, Inc. (Kaseya)
First Lien Term Loan
LIBOR(Q)
1.00
%
5.5% Cash + 1% PIK
8.09
%
5/3/2025
$
14,616,458
14,385,444
14,514,143
0.87
N
Rhode Holdings, Inc. (Kaseya)
Sr Secured Revolver
LIBOR(Q)
1.00
%
6.50
%
7.50
%
5/3/2025
$
590,882
571,841
582,438
0.03
%
N
Rhode Holdings, Inc. (Kaseya)
First Lien Incremental Delayed Draw Term Loan
LIBOR(Q)
1.00
%
6.50
%
8.09
%
5/3/2025
$
—
(12,698)
(5,710)
—
K/N
Rhode Holdings, Inc. (Kaseya)
First Lien Incremental Term Loan
LIBOR(Q)
1.00
%
5.5% Cash + 1% PIK
8.09
%
5/3/2025
$
1,235,747
1,216,240
1,227,097
0.07
%
N
Snow Software AB
First Lien Term Loan
LIBOR(Q)
2.00
%
6.50
%
8.50
%
4/17/2024
$
10,373,317
10,214,880
10,552,775
0.63
%
N
Snow Software AB
First Lien Incremental Term Loan
LIBOR(Q)
2.00
%
6.50
%
8.50
%
4/17/2024
$
11,543,865
11,349,621
11,743,574
0.71
N
Snow Software AB
Sr Secured Revolver
LIBOR(Q)
2.00
%
6.50
%
8.50
%
4/17/2024
$
4,360,548
4,297,112
4,360,548
0.26
%
N
Superman Holdings, LLC
Sr Secured Revolver
PRIME
—
7.00
%
10.25
%
8/31/2026
$
—
(30,956)
(22,608)
—
K/N
Superman Holdings, LLC
Sr Secured Revolver
PRIME
—
7.00
%
10.25
%
8/31/2027
$
8,842,422
8,624,418
8,683,258
0.52
%
N
Syntellis Performance Solutions, Inc.
First Lien Term Loan
LIBOR(Q)
1.00
%
8.00
%
9.00
%
8/2/2027
$
21,455,939
20,821,672
21,026,820
1.26
%
N
Winshuttle, LLC
First Lien FILO Term Loan
LIBOR(M)
1.00
%
8.42
%
9.02
%
8/9/2024
$
13,902,629
13,593,407
13,847,019
0.83
%
N
116,792,536
117,982,010
7.07
%
7
BlackRock TCP Capital Corp.
Consolidated Schedule of Investments (Unaudited) (Continued)
September 30, 2020
Issuer
Instrument
Ref
Floor
Spread
Total Coupon
Maturity
Principal
Cost
Fair Value
% of Total Cash and Investments
Notes
Debt Investments (continued)
Specialty Retail
Calceus Acquisition, Inc. (Cole Haan)
First Lien Term Loan B
LIBOR(Q)
—
5.50
%
5.76
%
2/12/2025
$
624,562
$
591,483
$
587,089
0.04
%
N
Calceus Acquisition, Inc. (Cole Haan)
Sr Secured Notes
Fixed
—
9.75
%
9.75
%
2/19/2025
$
20,000,000
19,425,878
21,660,000
1.30
%
N
USR Parent, Inc. (Staples)
First Lien FILO Term Loan
LIBOR(M)
1.00
%
8.84
%
9.84
%
9/12/2022
$
4,588,974
4,537,023
4,634,863
0.28
%
N
24,554,384
26,881,952
1.62
%
Technology Hardware, Storage and Peripherals
Pulse Secure, LLC
Sr Secured Revolver
LIBOR(M)
1.00
%
6.50
%
7.50
%
8/22/2025
$
—
(27,196)
(27,630)
—
N
Pulse Secure, LLC
First Lien Term Loan
LIBOR(M)
1.00
%
6.50
%
7.50
%
8/24/2027
$
11,051,732
10,833,341
10,830,697
0.65
%
N
10,806,145
10,803,067
0.65
%
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
$
18,246,847
18,152,360
18,356,328
1.10
%
N
PSEB, LLC (Eddie Bauer)
First Lien FILO II Term Loan
LIBOR(Q)
—
7.25
%
10.50
%
10/12/2023
$
10,793,402
10,591,168
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
$
38,271,603
37,566,458
38,730,863
2.32
%
N
WH Buyer, LLC (Anne Klein)
First Lien Term Loan
LIBOR(Q)
1.50
%
7.76
%
9.26
%
7/16/2025
$
26,553,863
26,320,303
26,075,893
1.57
%
N
WH Buyer, LLC (Anne Klein)
First Lien Incremental Term Loan
LIBOR(Q)
1.50
%
7.76
%
9.26
%
7/16/2025
$
5,094,580
5,047,397
5,002,878
0.30
%
N
97,677,686
98,959,364
5.94
%
Thrifts and Mortgage Finance
Greystone Select Holdings, LLC
First Lien Term Loan
LIBOR(Q)
1.00
%
8.00
%
9.00
%
4/17/2024
$
24,641,129
24,522,306
24,887,540
1.49
%
N
Home Partners of America, Inc.
First Lien Term Loan
LIBOR(M)
1.00
%
6.25
%
7.25
%
10/13/2022
$
2,857,143
2,834,253
2,857,143
0.17
%
N
27,356,559
27,744,683
1.66
%
Tobacco Related
Juul Labs, Inc.
First Lien Term Loan
LIBOR(Q)
1.50
%
8.00% Cash
9.50
%
8/2/2023
$
26,452,995
26,252,735
26,770,431
1.61
%
N
Total Debt Investments - 204.6% of Net Assets
1,559,934,219
1,502,631,085
90.29
%
Equity Securities
Airlines
Epic Aero, Inc (One Sky)
Common Stock
1,842
855,313
7,408,042
0.46
%
C/N
Automobiles
Autoalert Acquisition Co, LLC
Warrants to Purchase LLC Interest
6/28/2030
7
2,910,423
2,893,147
0.17
%
C/E/N
Capital Markets
Pico Quantitative Trading, LLC
Warrants to Purchase Membership Units (144A)
2/7/2030
287
645,121
741,425
0.04
%
C/E/N
Chemicals
AGY Holding Corp.
Series A Preferred Stock
1,786,785
485,322
485,444
0.03
C/E/N
AGY Holding Corp.
Series B Preferred Stock
1,250,749
—
—
—
C/E/N
AGY Holding Corp.
Class C Common Stock
982,732
—
—
—
C/E/N
485,322
485,444
0.03
Communications Equipment
Avanti Communications Group, PLC (United Kingdom)
Common Stock
26,576,710
4,902,674
—
—
C/D/H/N
Diversified Consumer Services
Edmentum Ultimate Holdings, LLC
Class A Common Units
159,515
680,226
1,001,450
0.06
B/C/E/N
Edmentum Ultimate Holdings, LLC
Warrants to Purchase Class A Units
2/23/2028
788,112
1
4,947,854
0.30
B/C/E/N
680,227
5,949,304
0.36
8
BlackRock TCP Capital Corp.
Consolidated Schedule of Investments (Unaudited) (Continued)
September 30, 2020
Issuer
Instrument
Ref
Floor
Spread
Total Coupon
Maturity/Expiration
Principal/Shares
Cost
Fair Value
% of Total Cash and Investments
Notes
Equity Securities (continued)
Diversified Financial Services
36th Street Capital Partners Holdings, LLC
Membership Units
22,199,416
$
22,199,416
$
32,467,000
1.95
%
E/F/N
Conventional Lending TCP Holdings, LLC
Membership Units
16,680,869
16,680,869
15,846,826
0.95
%
E/F/I/N
GACP I, LP (Great American Capital)
Membership Units
1,514,385
1,514,385
2,053,840
0.12
%
E/I/N
GACP II, LP (Great American Capital)
Membership Units
19,481,513
19,481,513
20,364,250
1.22
%
E/I/N
59,876,183
70,731,916
4.24
%
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.
Common Stock
29,094
216,336
—
—
C/E
Utilidata, Inc.
Series C Preferred Stock
257,369
153,398
181,000
0.01
C/E
Utilidata, Inc.
Series CC Preferred Stock
500,000
500,000
12,000
—
C/E
11,098,416
193,000
0.01
Electrical Equipment
TCFI Amteck Holdings, LLC
Series A Preferred Units
8,020,824
7,511,391
7,948,637
0.49
%
C/N
TCFI Amteck Holdings, LLC
Common Units
362,513
395,336
5,289,065
0.33
%
C/N
7,906,727
13,237,702
0.82
%
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
—
—
C/E/N
GlassPoint Solar, Inc.
Warrants to Purchase Series E Preferred Stock
2/7/2027
2048000
505,450
0
0
C/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
1,908,527
0.12
%
C
FinancialForce.com, Inc.
Warrants to Purchase Series C Preferred Stock
1/30/2029
840,000
287,985
387,600
0.02
%
C/E/N
Foursquare Labs, Inc.
Warrants to Purchase Series E Preferred Stock
5/4/2027
2,062,500
508,805
991,571
0.06
%
C/E/N
InMobi, Inc. (Singapore)
Warrants to Purchase Common Stock
8/15/2027
1,327,869
212,360
392,459
0.02
%
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
473,606
0.03
%
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
328,986
0.02
%
C/E/H/N
ResearchGate Corporation (Germany)
Warrants to Purchase Series D Preferred Stock
10/30/2029
333,370
202,001
80,000
—
%
C/D/E/H/N
Snaplogic, Inc.
Warrants to Purchase Series Preferred Stock
3/19/2028
1,860,000
377,722
5,000,000
0.30
%
C/E/N
3,501,826
9,562,749
0.57
%
9
BlackRock TCP Capital Corp.
Consolidated Schedule of Investments (Unaudited) (Continued)
September 30, 2020
Issuer
Instrument
Expiration
Shares
Cost
Fair Value
% of Total Cash and Investments
Notes
Equity Securities (continued)
IT Services
Fidelis (SVC), LLC
Preferred Units
657,932
$
2,001,384
$
77,482
—
C/E/N
Life Sciences Tools and Services
Envigo RMS Holdings Corp.
Common Stock
36,413
—
199,907
0.01
%
C/E/N
Media
NEG Parent, LLC (Core Entertainment, Inc.)
Class A Units
2,720,392
2,772,807
6,746,723
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
362,686
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
366,284
0.02
%
B/C/E/N
Quora, Inc.
Warrants to Purchase Series D Preferred Stock
4/11/2029
507,704
65,245
94,941
0.01
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
7,615,777
0.46
%
Oil, Gas and Consumable Fuels
Iracore Investments Holdings, Inc.
Class A Common Stock
16,207
4,177,710
4,877,540
0.29
%
B/C/E/N
Professional Services
Anacomp, Inc.
Class A Common Stock
1,255,527
26,711,048
401,769
0.02
%
C/E/F/N
Semiconductors and Semiconductor Equipment
Nanosys, Inc.
Warrants to Purchase Preferred Stock
3/29/2023
800,000
605,266
883,782
0.05
%
C/E/N
Software
Actifio, Inc.
Warrants to Purchase Series G Preferred Stock
5/5/2027
1,052,651
188,770
371,021
0.02
%
C/E/N
Tradeshift, Inc.
Warrants to Purchase Series D Preferred Stock
3/26/2027
1,712,930
577,843
503,762
0.03
%
C/E/N
766,613
874,783
0.05
%
Total Equity Securities - 17.2% of Net Assets
132,148,458
126,133,769
7.58
%
Total Investments - 221.8% of Net Assets
$
1,692,082,677
$
1,628,764,854
Cash and Cash Equivalents
Cash Held on Account at Various Institutions
35,449,403
2.13
%
Cash and Cash Equivalents
35,449,403
2.13
%
Total Cash and Investments - 226.6% of Net Assets
$
1,664,214,257
100.00
%
M
10
BlackRock TCP Capital Corp.
Consolidated Schedule of Investments (Unaudited) (Continued)
September 30, 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-income producing.
(D)Investment denominated in foreign currency. Amortized cost and fair value converted from foreign currency to US dollars. Foreign currency denominated investments are generally hedged for currency exposure.
(E)Restricted security. (See Note 2)
(F)Controlled issuer – as defined under the Investment Company Act of 1940 (ownership of 25% or more of the outstanding voting securities of this issuer). Investment is not more than 50% of the outstanding voting securities of the issuer nor deemed to be a significant subsidiary. See Consolidated Schedule of Changes in Investments in Affiliates.
(G)Investment has been segregated to collateralize certain unfunded commitments.
(H)Non-U.S. company or principal place of business outside the U.S. and as a result the investment is not a qualifying asset under Section 55(a) of the Investment Company Act. Under the Investment Company Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Company's total assets.
(I)Deemed an investment company under Section 3(c) of the Investment Company Act and as a result the investment is not a qualifying asset under Section 55(a) of the Investment Company Act. Under the Investment Company Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Company's total assets.
(J)Publicly traded company with a market capitalization greater than $250 million and as a result the investment is not a qualifying asset under Section 55(a) of the Investment Company Act. Under the Investment Company Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Company's total assets.
(K)Negative balances relate to an unfunded commitment that was acquired and/or valued at a discount.
(L)In addition to the stated coupon, investment has an exit fee payable upon repayment of the loan in an amount equal to the percentage of the original principal amount shown.
(M)All cash and investments, except those referenced in Notes G above, are pledged as collateral under certain debt as described in Note 4 to the Consolidated Financial Statements.
(N) Inputs in the valuation of this investment included certain unobservable inputs that were significant to the valuation as a whole.
LIBOR or EURIBOR resets monthly (M), quarterly (Q), semiannually (S), or annually (A).
Aggregate acquisitions and aggregate dispositions of investments, other than government securities, totaled $277,651,386 and $267,794.042, respectively, for the nine months ended September 30, 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 September 30, 2020 was $1,552,060,583 or 93.3% of total cash and investments of the Company. As of September 30, 2020, approximately 7.9% 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.
11
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
%
12
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
%
13
BlackRock TCP Capital Corp.
Consolidated Schedule of Investments (Continued)
December 31, 2019
Issuer
Instrument
Ref
Floor
Spread
Total Coupon
Maturity
Principal
Cost
Fair Value
% of Total Cash and Investments
Notes
Debt Investments (continued)
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
%
14
BlackRock TCP Capital Corp.
Consolidated Schedule of Investments (Continued)
December 31, 2019
Issuer
Instrument
Ref
Floor
Spread
Total Coupon
Maturity
Principal
Cost
Fair Value
% of Total Cash and Investments
Notes
Debt Investments (continued)
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)
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
%
18
BlackRock TCP Capital Corp.
Consolidated Schedule of Investments (Continued)
December 31, 2019
Issuer
Instrument
Expiration
Shares
Cost
Fair Value
% of Total Cash and Investments
Notes
Equity Securities (continued)
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
%
19
BlackRock TCP Capital Corp.
Consolidated Schedule of Investments (Continued)
December 31, 2019
Issuer
Instrument
Expiration
Shares
Cost
Fair Value
% of Total Cash and Investments
Notes
Equity Securities (continued)
Software
Actifio, Inc.
Warrants to Purchase Series G Preferred Stock
5/5/2027
1,052,651
$
188,770
$
469,687
0.03
%
C/E/N
Tradeshift, Inc.
Warrants to Purchase Series D Preferred Stock
3/26/2027
1,712,930
577,842
523,801
0.03
%
C/E/N
766,612
993,488
0.06
%
Total Equity Securities
124,831,136
114,312,957
6.75
%
Total Investments
$
1,689,277,077
$
1,649,506,895
Cash and Cash Equivalents
Cash Held on Account at Various Institutions
44,848,539
2.65
%
Cash and Cash Equivalents
44,848,539
2.65
%
Total Cash and Investments
$
1,694,355,434
100.00
%
M
Notes to Consolidated Schedule of Investments:
(A)Debt investments include investments in bank debt that generally are bought and sold among institutional investors in transactions not subject to registration under the Securities Act of 1933. Such transactions are generally subject to contractual restrictions, such as approval of the agent or borrower.
(B)Non-controlled affiliate – as defined under the Investment Company Act of 1940 (ownership of between 5% and 25% of the outstanding voting securities of this issuer). See Consolidated Schedule of Changes in Investments in Affiliates.
(C)Non-income producing.
(D)Investment denominated in foreign currency. Cost and fair value converted from foreign currency to US dollars. Foreign currency denominated investments are generally hedged for currency exposure.
(E)Restricted security. (See Note 2)
(F)Controlled issuer – as defined under the Investment Company Act of 1940 (ownership of 25% or more of the outstanding voting securities of this issuer). Investment is not more than 50% of the outstanding voting securities of the issuer nor deemed to be a significant subsidiary. See Consolidated Schedule of Changes in Investments in Affiliates.
(G)Investment has been segregated to collateralize certain unfunded commitments.
(H)Non-U.S. company or principal place of business outside the U.S. and as a result the investment is not a qualifying asset under Section 55(a) of the Investment Company Act. Under the Investment Company Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Company's total assets.
(I)Deemed an investment company under Section 3(c) of the Investment Company Act and as a result the investment is not a qualifying asset under Section 55(a) of the Investment Company Act. Under the Investment Company Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Company's total assets.
(J)Publicly traded company with a market capitalization greater than $250 million and as a result the investment is not a qualifying asset under Section 55(a) of the Investment Company Act. Under the Investment Company Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Company's total assets.
(K)Negative balances relate to an unfunded commitment that was acquired and/or valued at a discount.
(L)In addition to the stated coupon, investment has an exit fee payable upon repayment of the loan in an amount equal to the percentage of the original principal amount shown.
(M)All cash and investments, except those referenced in Notes G above, are pledged as collateral under certain debt as described in Note 4 to the Consolidated Financial Statements.
(N)Inputs in the valuation of this investment included certain unobservable inputs that were significant to the valuation as a whole.
(O)36th Street Capital Partners Holdings, LLC holds common and preferred interests in a pool of equipment loans and leases made by 36th Street Capital Partners, LLC.
LIBOR or EURIBOR resets monthly (M), quarterly (Q), semiannually (S), or annually (A).
During 2019, we transitioned our industry classification system for financial reporting purposes to more closely align with the system generally used by the Advisor for portfolio management purposes. As part of this transition, we are generally classifying the industries of our portfolio companies based on the primary end market served rather than the product or service directed to those end markets.
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.
20
BlackRock TCP Capital Corp.
Consolidated Statements of Operations (Unaudited)
Three Months Ended September 30,
Nine Months Ended September 30,
2020
2019
2020
2019
Investment income
Interest income (excluding PIK):
Companies less than 5% owned
$
34,362,132
$
44,778,592
$
105,290,665
$
128,578,869
Companies 5% to 25% owned
1,047,031
495,480
2,051,272
2,208,502
Companies more than 25% owned
1,225,033
1,024,457
4,419,429
2,822,733
PIK interest income:
Companies less than 5% owned
2,275,382
2,525,116
6,244,827
8,363,204
Companies 5% to 25% owned
913,580
1,030,375
2,779,536
2,488,171
Dividend income:
Companies more than 25% owned
1,270,626
914,330
2,000,771
1,786,932
Lease income:
Companies more than 25% owned
—
74,457
38,136
223,370
Other income:
Companies less than 5% owned
1,753,914
797,542
5,739,886
883,721
Companies 5% to 25% owned
—
—
648,799
—
Total investment income
42,847,698
51,640,349
129,213,321
147,355,502
Operating expenses
Interest and other debt expenses
9,729,241
12,419,312
31,330,324
34,251,576
Management and advisory fees
5,883,493
6,356,723
17,804,678
18,510,954
Incentive fee
5,048,103
5,369,678
10,293,407
15,554,088
Administrative expenses
539,947
599,559
1,619,841
1,798,677
Legal fees, professional fees and due diligence expenses
437,127
492,847
1,438,195
1,360,860
Director fees
220,557
194,396
660,789
585,522
Insurance expense
175,080
160,578
525,241
416,647
Custody fees
106,209
104,841
329,649
302,054
Other operating expenses
585,228
628,220
1,983,186
2,127,194
Total operating expenses
22,724,985
26,326,154
65,985,310
74,907,572
Net investment income
20,122,713
25,314,195
63,228,011
72,447,930
Realized and unrealized gain (loss)
Net realized gain (loss):
Investments in companies less than 5% owned
(2,077,025)
(224,682)
2,333,558
(525,041)
Investments in companies 5% to 25% owned
(15,918,435)
—
(15,918,435)
43,320
Investments in companies more than 25% owned
—
—
129,950
—
Net realized loss
(17,995,460)
(224,682)
(13,454,927)
(481,721)
Change in net unrealized appreciation/depreciation
46,825,959
(6,651,462)
(23,950,016)
(40,230,222)
Net realized and unrealized gain (loss)
28,830,499
(6,876,144)
(37,404,943)
(40,711,943)
Realized loss on extinguishment of debt
(2,436,913)
—
(2,436,913)
—
Net increase in net assets resulting from operations
$
46,516,299
$
18,438,051
$
23,386,155
$
31,735,987
Basic and diluted earnings per share
$
0.81
$
0.31
$
0.40
$
0.54
Basic and diluted weighted average shares outstanding
57,767,264
58,766,002
58,066,434
58,766,410
See accompanying notes to the consolidated financial statements.
21
BlackRock TCP Capital Corp.
Consolidated Statements of Changes in Net Assets (Unaudited)
Common Stock
Paid in Capital in Excess of Par
Distributable earnings (loss)
Total Net Assets
Shares
Par Amount
Balance at December 31, 2018
58,774,607
$
58,775
$
1,000,073,183
$
(169,657,231)
$
830,474,727
Issuance of common stock from dividend reinvestment plan
193
—
2,738
—
2,738
Repurchase of common stock
(9,000)
(9)
(125,670)
—
(125,679)
Net investment income
—
—
—
23,320,098
23,320,098
Net realized and unrealized gain
—
—
—
801,722
801,722
Regular dividends paid to common shareholders
—
—
—
(21,155,619)
(21,155,619)
Balance at March 31, 2019
58,765,800
$
58,766
$
999,950,251
$
(166,691,030)
$
833,317,987
Issuance of common stock from dividend reinvestment plan
200
—
2,843
—
2,843
Net investment income
—
—
—
23,813,638
23,813,638
Net realized and unrealized loss
—
—
—
(34,637,520)
(34,637,520)
Regular dividends paid to common shareholders
—
—
—
(21,155,688)
(21,155,688)
Balance at June 30, 2019
58,766,000
$
58,766
$
999,953,094
$
(198,670,600)
$
801,341,260
Issuance of common stock from dividend reinvestment plan
215
—
2,913
—
2,913
Net investment income
—
—
—
25,314,195
25,314,195
Net realized and unrealized loss
—
—
—
(6,876,144)
(6,876,144)
Regular dividends paid to common shareholders
—
—
—
(21,155,760)
(21,155,760)
Balance at September 30, 2019
58,766,215
$
58,766
$
999,956,007
$
(201,388,309)
$
798,626,464
Common Stock
Paid in Capital in Excess of Par
Distributable earnings (loss)
Total Net Assets
Shares
Par Amount
Balance at December 31, 2019
58,766,426
$
58,766
$
997,379,362
$
(221,119,742)
$
776,318,386
Issuance of common stock from dividend reinvestment plan
486
1
3,038
—
3,039
Repurchase of common stock
(1,000,000)
(1,000)
(6,099,190)
—
(6,100,190)
Net investment income
—
—
—
22,052,924
22,052,924
Net realized and unrealized loss
—
—
—
(91,534,335)
(91,534,335)
Regular dividends paid to common shareholders
—
—
—
(21,155,913)
(21,155,913)
Balance at March 31, 2020
57,766,912
$
57,767
$
991,283,210
$
(311,757,066)
$
679,583,911
Issuance of common stock from dividend reinvestment plan
352
—
3,214
—
3,214
Net investment income
—
—
—
21,052,373
21,052,373
Net realized and unrealized gain
—
—
—
25,298,894
25,298,894
Regular dividends paid to common shareholders
—
—
—
(20,796,088)
(20,796,088)
Balance at June 30, 2020
57,767,264
$
57,767
$
991,286,424
$
(286,201,887)
$
705,142,304
Net investment income
—
—
—
20,122,713
20,122,713
Net realized and unrealized gain
—
—
—
28,830,499
28,830,499
Loss on extinguishment of debt
—
—
—
(2,436,913)
(2,436,913)
Regular dividends paid to common shareholders
—
—
—
(17,330,179)
(17,330,179)
Balance at September 30, 2020
57,767,264
$
57,767
$
991,286,424
$
(257,015,767)
$
734,328,424
See accompanying notes to the consolidated financial statements.
22
BlackRock TCP Capital Corp.
Consolidated Statements of Cash Flows (Unaudited)
Nine Months Ended September 30,
2020
2019
Operating activities
Net increase in net assets resulting from operations
$
23,386,155
$
31,735,987
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by (used in) operating activities:
Net realized loss
13,454,927
481,721
Realized loss on extinguishment of debt
2,436,913
—
Change in net unrealized appreciation/depreciation of investments
23,545,215
40,230,013
Net amortization of investment discounts and premiums
(6,403,254)
(10,379,654)
Amortization of original issue discount on convertible debt
896,286
965,771
Interest and dividend income paid in kind
(9,024,363)
(10,851,375)
Amortization of deferred debt issuance costs
2,635,272
2,718,735
Changes in assets and liabilities:
Purchases of investment securities
(268,627,023)
(547,538,826)
Proceeds from sales, maturities and pay downs of investments
267,794,042
444,068,802
Decrease in accrued interest income - companies less than 5% owned
1,836,026
1,894,105
Decrease (increase) in accrued interest income - companies 5% to 25% owned
(321,305)
25,936
Decrease (increase) in accrued interest income - companies more than 25% owned
292,110
(136,531)
Decrease (increase) in receivable for investments sold
1,149,394
(7,433,969)
Decrease in prepaid expenses and other assets
2,411
1,832,059
Increase (decrease) in payable for investments purchased
(6,471,484)
950,987
Increase (decrease) in incentive compensation payable
294,432
(470,668)
Decrease in interest payable
(7,909,781)
(2,126,330)
Decrease in payable to the Advisor
(1,001,114)
(467,340)
Increase (decrease) in management and advisory fees payable
258,876
(5,247,344)
Increase (decrease) in accrued expenses and other liabilities
(428,745)
551,611
Net cash provided by (used in) operating activities
37,794,990
(59,196,310)
Financing activities
Borrowings
380,175,324
519,000,000
Repayments of debt
(358,518,019)
(487,500,000)
Payments of debt issuance costs
(3,475,314)
(4,706,156)
Dividends paid to common shareholders
(59,282,180)
(63,467,067)
Repurchase of common shares
(6,100,190)
(125,679)
Proceeds from issuance of notes
—
148,135,500
Proceeds from shares issued in connection with dividend reinvestment plan
6,253
8,494
Net cash provided by (used in) financing activities
(47,194,126)
111,345,092
Net increase (decrease) in cash and cash equivalents (including restricted cash)
(9,399,136)
52,148,782
Cash and cash equivalents (including restricted cash) at beginning of period
44,848,539
27,920,402
Cash and cash equivalents (including restricted cash) at end of period
$
35,449,403
$
80,069,184
Supplemental cash flow information
Interest payments
$
34,765,953
$
32,007,334
See accompanying notes to the consolidated financial statements.
23
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited)
September 30, 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.
24
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 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
25
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 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 September 30, 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
$
—
$
—
$
1,908,527
2
Other direct and indirect observable market inputs *
92,334,635
—
—
3
Independent third-party valuation sources that employ significant unobservable inputs
1,311,838,240
98,458,217
122,313,295
3
Advisor valuations with significant unobservable inputs
—
—
1,911,940
Total
$
1,404,172,875
$
98,458,217
$
126,133,762
______________
* For example, quoted prices in inactive markets or quotes for comparable investments
26
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2020
2. Summary of Significant Accounting Policies — (continued)
Unobservable inputs used in the fair value measurement of Level 3 investments as of September 30, 2020 included the following:
Asset Type
Fair Value
Valuation Technique
Unobservable Input
Range (Weighted Avg.) †
Bank Debt
$
1,129,186,744
Income approach
Discount rate
5.8% - 16.2% (9.9%)
76,738,323
Market quotations
Indicative bid/ask quotes
1 (1)
32,646,226
Market comparable companies
Revenue multiples
1.5x - 5.0x (3.3x)
73,266,947
Market comparable companies
EBITDA multiples
6.0x - 10.5x (9.8x)
Other Corporate Debt
55,886,900
Income approach
Discount rate
7.9% - 13.8% (11.1%)
40,834,417
Market comparable companies
Book value multiples
1.3x (1.3x)
1,736,900
Market comparable companies
Revenue multiples
4.3x (4.3x)
Equity
7,948,636
Income approach
Discount rate
10.0% - 13.8% (10.0%)
15,924,308
Market quotations
Indicative bid/ask quotes
1 (1)
18,864,267
Option Pricing Model
EBITDA/Revenue multiples
4.4x - 10.5x (9.4x)
Implied volatility
35.0% - 88.5% (49.2%)
Term
0.8 years - 4 years (2.4 years)
1,080,216
Market comparable companies
Revenue multiples
0.5x - 24.8x (4.4x)
25,522,718
Market comparable companies
EBITDA multiples
3.6x - 10.5x (7.4x)
32,467,000
Market comparable companies
Book value multiples
1.3x (1.3x)
22,418,090
Other *
N/A
N/A
$
1,534,521,692
______________
* 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
27
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2020
2. Summary of Significant Accounting Policies — (continued)
Changes in investments categorized as Level 3 during the three months ended September 30, 2020 were as follows:
Independent Third-Party Valuation
Bank Debt
Other Corporate Debt
Equity Securities
Beginning balance
$
1,363,063,199
$
98,073,190
$
106,916,536
Net realized and unrealized gains (losses)
13,046,136
(114,207)
15,947,865
Acquisitions *
76,650,858
499,234
2,266,062
Dispositions
(85,866,496)
—
(2,293,367)
Transfers out of Level 3 †
(55,055,457)
—
—
Reclassifications within Level 3 ‡
—
—
(523,801)
Ending balance
$
1,311,838,240
$
98,458,217
$
122,313,295
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)
$
20,092,206
$
4,067,814
$
15,357,002
______________
* Includes payments received in kind and accretion of original issue and market discounts
† Comprised of four investments that were transferred to Level 2 due to increased observable market activity
‡ Comprised of one investment that was reclassified to Advisor Valuation
Advisor Valuation
Bank Debt
Other Corporate Debt
Equity Securities
Beginning balance
$
—
$
—
$
2,254,668
Net realized and unrealized gains (losses)
—
—
(73,894)
Dispositions
—
—
(792,635)
Reclassifications within Level 3 *
—
—
523,801
Ending balance
$
—
$
—
$
1,911,940
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)
$
—
$
—
$
(771,248)
______________
* Comprised of one investment that was reclassified from Independent Third-Party Valuation
28
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2020
2. Summary of Significant Accounting Policies — (continued)
Changes in investments categorized as Level 3 during the nine months ended September 30, 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)
(30,837,007)
(7,403,855)
6,134,133
Acquisitions *
239,421,150
19,899,469
17,058,242
Dispositions
(237,972,665)
—
(12,350,108)
Transfers into Level 3 †
83,790,120
—
—
Transfers out of Level 3 ‡
(55,055,457)
—
—
Reclassifications within Level 3 §
—
—
(523,801)
Ending balance
$
1,311,838,240
$
98,458,217
$
122,313,295
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)
$
(22,167,391)
$
(3,221,835)
$
6,116,787
______________
* Includes payments received in kind and accretion of original issue and market discounts
† Comprised of five investments that were transferred from Level 2 due to reduced trading volumes
‡ Comprised of four investments that were transferred to Level 2 due to increased observable market activity
§ Comprised of one investment that was reclassified to Advisor Valuation
Advisor Valuation
Bank Debt
Other Corporate Debt
Equity Securities
Beginning balance
$
—
$
—
$
2,318,128
Net realized and unrealized gains (losses)
—
—
(13,414)
Dispositions
—
—
(916,575)
Reclassifications within Level 3 *
—
—
523,801
Ending balance
$
—
$
—
$
1,911,940
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)
$
—
$
—
$
(710,771)
______________
* Comprised of one investment that was reclassified from Independent Third-Party Valuation
29
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 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
30
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2020
2. Summary of Significant Accounting Policies — (continued)
Changes in investments categorized as Level 3 during the three months ended September 30, 2019 were as follows:
Independent Third-Party Valuation
Bank Debt
Other Corporate Debt
Equity Securities
Beginning balance
$
1,331,057,822
$
108,311,844
$
77,432,228
Net realized and unrealized gains (losses)
(4,701,308)
(3,879,678)
9,451,849
Acquisitions *
146,841,282
11,884,200
18,811,209
Dispositions
(129,200,777)
(28,281,745)
(362,348)
Transfers into Level 3 †
—
—
847,398
Transfers out of Level 3 ‡
(5,166,455)
—
—
Reclassifications within Level 3 §
—
—
(3,670,777)
Ending balance
$
1,338,830,564
$
88,034,621
$
102,509,559
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)
$
(4,392,445)
$
(2,333,240)
$
9,451,849
______________
* Includes payments received in kind and accretion of original issue and market discounts
† Comprised of one investment that was transferred from Level 1 due to reduced trading volumes
‡ Comprised of one investment that was transferred to Level 2 due to increased observable market activity
§ Comprised of one investment that was reclassified to Advisor Valuation
Advisor Valuation
Bank Debt
Other Corporate Debt
Equity Securities
Beginning balance
$
—
$
—
$
2,081,964
Net realized and unrealized gains (losses)
—
—
(5,692,253)
Acquisitions
—
—
2,006,277
Dispositions
—
—
(3,475)
Reclassifications within Level 3 *
—
—
3,670,777
Ending balance
$
—
$
—
$
2,063,290
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)
$
—
$
—
$
(5,692,253)
______________
* Comprised of one investment that was reclassified from Independent Third-Party Valuation
31
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2020
2. Summary of Significant Accounting Policies — (continued)
Changes in investments categorized as Level 3 during the nine months ended September 30, 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)
(35,827,959)
(4,378,619)
7,562,601
Acquisitions *
497,502,041
13,446,202
26,293,132
Dispositions
(379,990,616)
(28,281,745)
(7,513,143)
Transfers into Level 3 †
—
28,998,633
847,398
Transfer out of Level 3 ‡
(112,309,586)
—
—
Reclassifications within Level 3 §
—
—
(4,485,417)
Ending balance
$
1,338,830,564
$
88,034,621
$
102,509,559
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)
$
(33,675,947)
$
(2,832,181)
$
7,562,601
______________
* 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 two 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)
—
—
(5,905,775)
Acquisitions
—
—
2,006,277
Dispositions
—
—
(46,772)
Reclassifications within Level 3 *
—
—
4,485,417
Ending balance
$
—
$
—
$
2,063,290
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)
$
—
$
—
$
(5,922,817)
______________
* Comprised of two investments that were reclassified from Independent Third-Party Valuation
32
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 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 September 30, 2020 or December 31, 2019.
Restricted Investments
The Company may invest without limitation in instruments that are subject to legal or contractual restrictions on resale. These instruments generally may be resold to institutional investors in transactions exempt from registration or to the public if the securities are registered. Disposal of these investments may involve time-consuming negotiations and additional expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted investments is included at the end of the Consolidated Schedule of Investments. Restricted investments, including any restricted investments in affiliates, are valued in accordance with the investment valuation policies discussed above.
Foreign Investments
The Company may invest in instruments traded in foreign countries and denominated in foreign currencies. Foreign currency denominated investments comprised approximately 0.5% and 0.5% of total investments at September 30, 2020 and December 31, 2019, respectively. Such positions were converted at the respective closing foreign exchange rates in effect at September 30, 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
33
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 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 nine months ended September 30, 2020 and the nine months ended September 30, 2019, the Company did not enter into any derivative transactions nor hold any derivative positions.
Valuations of derivatives are determined using observable market inputs other than quoted prices in active markets for identical assets and, accordingly, are classified as Level 2 in the GAAP valuation hierarchy.
Deferred Debt Issuance Costs
Certain costs incurred in connection with the issuance and/or extension of debt of the Company and its subsidiaries were capitalized and are being amortized on a straight-line basis over the estimated life of the respective instruments. The impact of utilizing the straight-line amortization method versus the effective-interest method is not material to the operations of the Company.
Revenue Recognition
Interest and dividend income, including income paid in kind, is recorded on an accrual basis, when such amounts are considered collectible. Origination, structuring, closing, commitment and other upfront fees, including original issue discounts, earned with respect to capital commitments are generally amortized or accreted into interest income over the life of the respective debt investment, as are end-of-term or exit fees receivable upon repayment of a debt investment. Other fees, including certain amendment fees, prepayment fees and commitment fees on broken deals, are recognized as earned. Prepayment fees and similar income due upon the early repayment of a loan or debt security are recognized when earned and are included in interest income.
Certain debt investments are purchased at a discount to par as a result of the underlying credit risks and financial results of the issuer, as well as general market factors that influence the financial markets as a whole. Discounts on the acquisition of corporate bonds are generally amortized using the effective-interest or constant-yield method assuming there are no questions as to collectability. When principal payments on a loan are received in an amount in excess of the loan’s amortized cost, the excess principal payments are recorded as interest income.
Income Taxes
The Company intends to comply with the requirements of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies, and to distribute substantially all of its taxable income to its shareholders. Therefore, no U.S. federal income tax provision is required. The income or loss of SVCP, TCPC Funding I, TCPC Funding II and the SBIC is reported in the respective members' or partners’ income tax returns, as applicable.
The tax returns of the Company, SVCP, TCPC Funding 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. Management has analyzed tax laws and regulations and their application to the Company as of September 30, 2020, inclusive of the open tax return years, and does not believe that there are any uncertain tax positions that require recognition of a tax liability in the consolidated financial statements.
The final tax characterization of distributions is determined after the fiscal year and is reported on Form 1099 and in the Company’s annual report to shareholders. Distributions can be characterized as ordinary income, capital gains
34
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2020
2. Summary of Significant Accounting Policies — (continued)
and/or return of capital. As of December 31, 2019, the Company had non-expiring capital loss carryforwards in the amount of $177,144,745 available to offset future realized capital gains.
As of September 30, 2020, gross unrealized appreciation and depreciation for investments and derivatives based on cost for U.S. federal income tax purposes were as follows:
September 30, 2020
Tax basis of investments
$
1,692,082,677
Unrealized appreciation
$
58,711,318
Unrealized depreciation
(122,029,141)
Net unrealized depreciation
$
(63,317,823)
Recent Accounting Pronouncements
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework- Changes to the Disclosure Requirements for Fair Value Measurement. The updated guidance modifies the disclosure requirements on fair value measurements by (1) removing certain disclosure requirements including policies related to valuation processes and the timing of transfers between levels of the fair value hierarchy, (2) amending disclosure requirements related to measurement uncertainty from the use of significant unobservable inputs, and (3) adding certain new disclosure requirements including changes in unrealized gains and losses for the period included in other comprehensive income (loss) for recurring Level 3 fair value measurements held at the end of the reporting period and the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. ASU No. 2018-13 is effective for fiscal years beginning after December 15, 2019, including interim periods therein, with early adoption permitted. The Company adopted this pronouncement in the fourth quarter of 2018. The adoption of this pronouncement did not have a material impact on the Company’s consolidated financial statements.
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
35
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2020
3. Management Fees, Incentive Compensation and Other Expenses — (continued)
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”). For the three months ended June 30, 2020, the Company’s incentive compensation included 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 (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. For the three months ended September 30, 2020, the Company's cumulative performance continued to exceed the total return hurdle, and as such the incentive fee for the quarter included another $0.6 million, or 1/6 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 September 30, 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”).
36
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2020
4. Leverage — (continued)
Total leverage outstanding and available at September 30, 2020 was as follows:
Maturity
Rate
Carrying Value *
Available
Total Capacity
Operating Facility
2024
L+2.00%
†
$
163,077,610
$
136,922,390
$
300,000,000
‡
Funding Facility II
2025
L+2.00%
§
125,000,000
75,000,000
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%
139,056,214
—
139,056,214
2022 Notes ($175 million par)
2022
4.125%
174,745,328
—
174,745,328
2024 Notes ($200 million par) ‡‡
2024
3.900%
198,111,194
—
198,111,194
Total leverage
937,990,346
$
223,922,390
$
1,161,912,736
Unamortized issuance costs
(6,239,766)
Debt, net of unamortized issuance costs
$
931,750,580
______________
* 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 September 30, 2020, $8.7 million of the outstanding amount bore interest at a rate of EURIBOR + 2.00% and $3.0 million of the outstanding amount bore interest at a rate of Prime + 1.00%.
‡ 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 0.36% or 0.35%
‡‡ On October 2, 2020, the Company issued an additional $50.0 million of its 2024 Notes for a total outstanding aggregate principal amount of $250.0 million.
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 0.36% or 0.35%
37
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2020
4. Leverage — (continued)
The combined weighted-average interest rates on total leverage outstanding at September 30, 2020 and December 31, 2019 were 3.33% and 3.84%, respectively.
Total expenses related to debt included the following:
Nine Months Ended September 30,
2020
2019
Interest expense
$
27,752,458
$
30,846,775
Amortization of deferred debt issuance costs
2,635,272
2,718,735
Commitment fees
942,594
686,066
Total
$
31,330,324
$
34,251,576
Outstanding leverage is carried at amortized cost in the Consolidated Statements of Assets and Liabilities. As of September 30, 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 values of $139.8 million, $177.4 million and $207.5 million, respectively. 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 September 30, 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.
38
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2020
4. Leverage — (continued)
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 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 September 30, 2020 and December 31, 2019, the components of the carrying values of the 2022 Convertible Notes were as follows:
September 30, 2020
December 31, 2019
Principal amount of debt
$
140,000,000
$
140,000,000
Original issue discount, net of accretion
(943,786)
(1,415,687)
Carrying value of debt
$
139,056,214
$
138,584,313
For the nine months ended September 30, 2020 and 2019, the components of interest expense for the convertible notes were as follows:
Nine Months Ended September 30,
2020
2019
2019 Convertible Notes
2022 Convertible Notes
2019 Convertible Notes
2022 Convertible Notes
Stated interest expense
N/A
$
4,856,250
$
4,252,500
$
4,856,250
Amortization of original issue discount
N/A
471,902
387,867
449,900
Total interest expense
N/A
$
5,328,152
$
4,640,367
$
5,306,150
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 nine months ended September 30, 2019. The estimated effective interest rate of the debt component of the 2022 Convertible Notes, equal to the stated interest of 4.625% plus the accretion of the original issue discount, was approximately 5.125% for the nine months ended September 30, 2020 and September 30, 2019.
39
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2020
4. Leverage — (continued)
Unsecured Notes
On August 4, 2017, the Company issued $125.0 million of unsecured notes that mature on August 11, 2022, unless previously repurchased or redeemed in accordance with their terms. On November 3, 2017, the Company issued an additional $50.0 million of the 2022 Notes. The 2022 Notes bear interest at an annual rate of 4.125%, payable semi-annually, and all principal is due upon maturity. The 2022 Notes are general unsecured obligations of the Company and rank structurally junior to the 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.
On August 23, 2019, the Company issued $150.0 million of unsecured notes that mature on August 23, 2024, unless previously repurchased or redeemed in accordance with their terms. On November 26, 2019, the Company issued an additional $50.0 million of the 2024 Notes. The 2024 Notes bear interest at an annual rate of 3.900%, payable semi-annually, and all principal is due upon maturity. The 2024 Notes are general unsecured obligations of the Company and rank structurally junior to the 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 September 30, 2020 and December 31, 2019, the components of the carrying value of the 2022 Notes and 2024 Notes were as follows:
September 30, 2020
December 31, 2019
2022 Notes
2024 Notes
2022 Notes
2024 Notes
Principal amount of debt
$
175,000,000
$
200,000,000
$
175,000,000
$
200,000,000
Original issue discount, net of accretion
(254,672)
(1,888,806)
(350,434)
(2,217,428)
Carrying value of debt
$
174,745,328
$
198,111,194
$
174,649,566
$
197,782,572
For the nine months ended September 30, 2020 and 2019, the components of interest expense for the 2022 Notes and 2024 Notes were as follows:
Nine Months Ended September 30,
2020
2019
2022 Notes
2024 Notes
2022 Notes
2024 Notes
Stated interest expense
$
5,414,063
$
5,850,000
$
5,414,063
$
617,500
Amortization of original issue discount
95,763
328,622
92,211
35,794
Total interest expense
$
5,509,826
$
6,178,622
$
5,506,274
$
653,294
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
40
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2020
4. Leverage — (continued)
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 I, 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 become due and payable, should SVCP fail to satisfy certain financial or other covenants. As of September 30, 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 requirements, 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 September 30, 2020, TCPC Funding II was in full compliance with such covenants.
SBA Debentures
As of September 30, 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 September 30, 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 September 30, 2020 and December 31, 2019 were as follows:
41
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 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 I, 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 I, 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.
42
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2020
5. Commitments, Contingencies, Concentration of Credit Risk and Off-Balance Sheet Risk — (continued)
The Consolidated Schedules of Investments include certain revolving loan facilities and other commitments with unfunded balances at September 30, 2020 and December 31, 2019 as follows:
Unfunded Balances
Issuer
Maturity
September 30, 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
1,062,877
2,497,761
Donuts Inc.
9/17/2023
1,034,483
660,634
Dude Solutions Holdings, Inc.
6/13/2025
1,619,124
2,207,896
Edmentum, Inc.
12/9/2021
1,482,970
205,642
Home Partners of America, Inc.
10/13/2022
N/A
2,142,857
iCIMS, Inc.
9/12/2024
121,678
490,735
JAMF Holdings, Inc.
11/13/2022
N/A
1,214,052
Kellermeyer Bergensons Services, LLC
11/7/2026
1,758,170
3,464,052
Khoros LLC (Lithium)
10/3/2022
1,652,803
1,983,364
Olaplex, Inc.
1/8/2025
670,000
N/A
Patient Point Network Solutions, LLC
6/26/2022
87,713
176,190
Pegasus Business Intelligence, LP (Onyx Centersource)
12/20/2021
N/A
671,356
Pulse Secure, LLC
8/22/2025
1,381,494
1,342,516
Puppet, Inc.
6/19/2023
3,482,734
N/A
ResearchGate GmBH
10/1/2022
8,286,000
8,286,000
Rhode Holdings, Inc. (Kaseya)
5/3/2025
2,826,793
2,016,078
RigUp, Inc.
3/1/2024
9,666,667
N/A
Sandata Technologies, LLC
7/23/2024
N/A
2,250,000
Snow Software AB
4/17/2024
N/A
2,616,329
Space Midco, Inc. (Archibus)
12/5/2023
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
N/A
178,571
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
$
51,042,227
$
57,296,072
43
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 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 September 30, 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 September 30, 2020 and December 31, 2019, amounts reimbursable to the Advisor totaled $0.6 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 nine months ended September 30, 2020 and 2019, expenses allocated pursuant to the Administration Agreement totaled $1.6 million, and $1.8 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 nine months ended September 30, 2020 and 2019:
2020
2019
Shares Issued
838
608
Average Price Per Share
$
7.46
$
13.97
Proceeds
$
6,253
$
8,494
The Company’s dividends are recorded on the ex-dividend date. The following table summarizes the Company’s dividends declared and paid for the nine months ended September 30, 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
$
1.02
$
59,282,180
The following table summarizes the Company’s dividends declared and paid for the nine months ended September 30, 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
$
1.08
$
63,467,067
44
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2010
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 July 29, 2020, to be in effect through the earlier of two trading days after the Company’s third 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 nine months ended September 30, 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 nine months ended September 30, 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 nine months ended September 30, 2020 and 2019:
Nine Months Ended September 30,
2020
2019
Net increase in net assets resulting from operations
$
23,386,155
$
31,735,987
Weighted average shares outstanding
58,066,434
58,766,410
Earnings per share
$
0.40
$
0.54
45
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2020
9. Subsequent Events
On October 29, 2020, the Company’s board of directors re-approved the Company Repurchase Plan, to be in effect through the earlier of two trading days after the Company’s fourth quarter 2020 earnings release or such time as the approved $50.0 million repurchase amount has been fully utilized, subject to certain conditions.
On October 2, 2020, the Company issued an additional $50.0 million of its 2024 Notes. The additional 2024 Notes are treated as a single series with the previously issued 2024 Notes under the indenture and have the same terms. Upon the issuance of the additional 2024 Notes, the outstanding aggregate principal amount of the Company’s 2024 Notes is $250,000,000.
On November 2, 2020, the Company’s board of directors declared a fourth quarter dividend of $0.30 per share payable on December 31, 2020 to stockholders of record as of the close of business on December 17, 2020.
46
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2020
10. Financial Highlights
Nine Months Ended September 30,
2020
2019
Per Common Share
Per share NAV at beginning of period
$
13.21
$
14.13
Investment operations:
Net investment income
1.09
1.23
Net realized and unrealized losses
(0.65)
(0.69)
Total from investment operations
0.44
0.54
Repurchase of common stock
0.12
—
Loss on extinguishment of debt
(0.04)
—
Distributions to common shareholders
(1.02)
(1.08)
Per share NAV at end of period
$
12.71
$
13.59
Per share market price at end of period
$
9.81
$
13.56
Total return based on market value (1), (2)
(22.9)
%
12.3
%
Total return based on net asset value (1), (3)
3.9
%
3.8
%
Shares outstanding at end of period
57,767,264
58,766,215
47
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2020
10. Financial Highlights — (continued)
Nine Months Ended September 30,
2020
2019
Ratios to average common equity: (4)
Net investment income
12.0
%
12.4
%
Expenses excluding incentive compensation
10.2
%
9.6
%
Expenses including incentive compensation
11.6
%
11.5
%
Ending common shareholder equity
$
734,328,424
$
798,626,464
Portfolio turnover rate
16.5
%
26.8
%
Weighted-average leverage outstanding
$
943,329,378
$
881,959,850
Weighted-average interest rate on leverage
3.9
%
4.7
%
Weighted-average number of common shares
58,066,434
58,766,410
Average leverage per share
$
16.25
$
15.01
______________
(1)Not annualized.
(2)Total return based on market value equals the change in ending market value per share during the period plus declared dividends per share during the period, divided by the market value per share at the beginning of the period.
(3)Total return based on net asset value equals the change in net asset value per share during the period plus declared dividends per share during the period, divided by the beginning net asset value per share at the beginning of the period.
(4)Annualized, except for incentive compensation.
48
BlackRock TCP Capital Corp.
Consolidated Schedule of Changes in Investments in Non-Controlled Affiliates(1) (Unaudited)
Nine Months Ended September 30, 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
Educationcity Limited (Edmentum), Senior Unsecured Promissory Note, 10%, due 8/31/20
232,245
—
—
24,735
3,682,688
—
3,707,423
Iracore International Holdings, Inc., Senior Secured 1st Lien Term Loan, LIBOR + 9%, 1% LIBOR Floor, due 4/13/21
127,566
1,635,903
—
—
—
—
1,635,903
Iracore Investments Holdings, Inc., Class A Common Stock
—
2,476,881
—
2,400,659
—
—
4,877,540
KAGY Holding Company, Inc., Series A Preferred Stock
—
—
(1,091,200)
1,091,200
—
—
—
NEG Parent, LLC (CORE Entertainment, Inc.), Class A Units
—
6,925,848
—
(179,125)
—
—
6,746,723
NEG Parent, LLC (CORE Entertainment, Inc.), Class A Warrants to Purchase Class A Units
—
391,407
—
(28,721)
—
—
362,686
NEG Parent, LLC (CORE Entertainment, Inc.), Class B Warrants to Purchase Class A Units
—
395,290
—
(29,006)
—
—
366,284
Total
$
5,479,607
$
75,880,292
$
(15,963,472)
$
5,298,851
$
15,039,766
$
(2,687,104)
$
77,568,333
______________
Notes to Consolidated Schedule of Changes in Investments in Non-Controlled Affiliates:
(1)The issuers of the securities listed on this schedule are considered non-controlled affiliates under the Investment Company Act of 1940 due to the ownership by the Company of 5% to 25% of the issuers' voting securities.
(2)Also includes fee and lease income as applicable.
(3)Acquisitions include new purchases, PIK income and amortization of original issue and market discounts.
(4)Dispositions include decreases in the cost basis from sales, paydowns, mortgage amortizations and aircraft depreciation.
49
BlackRock TCP Capital Corp.
Consolidated Schedule of Changes in Investments in Controlled Affiliates(1) (Unaudited)
Nine Months Ended September 30, 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 September 30, 2020
36th Street Capital Partners Holdings, LLC, Membership Units
$
1,998,321
$
31,682,859
$
—
$
784,141
$
—
$
—
$
32,467,000
36th Street Capital Partners Holdings, LLC, Senior Note, 12%, due 11/1/20
3,675,098
40,834,419
—
(2)
—
—
40,834,417
Anacomp, Inc., Class A Common Stock
—
1,167,640
—
(765,870)
—
—
401,770
Conergy Asia & ME Pte. Ltd., 1st Lien Term Loan, 10%, due 5/26/20
44,222
1,207,786
—
(253,135)
336,333
—
1,290,984
Conergy Asia Holdings Limited, Class B Shares
—
—
—
—
—
—
—
Conergy Asia Holdings Limited, Ordinary Shares
—
—
—
—
—
—
—
Conventional Lending TCP Holdings, LLC, Membership Units
702,558
14,269,948
—
(834,043)
2,410,921
—
15,846,826
Kawa Solar Holdings Limited, Bank Guarantee Credit Facility, 0%, due 5/26/20
—
3,289,438
—
(21,710)
—
—
3,267,728
Kawa Solar Holdings Limited, Ordinary Shares
—
—
—
—
—
—
—
Kawa Solar Holdings Limited, Revolving Credit Facility, 0%, due 5/26/20
—
2,208,823
—
(186,380)
—
—
2,022,443
Kawa Solar Holdings Limited, Series B Preferred Shares
—
—
—
—
—
—
—
United N659UA-767, LLC (Aircraft Trust Holding Company)
26,635
2,300,366
0
(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
$
6,458,336
$
99,308,593
$
129,950
$
(1,533,886)
$
2,747,254
$
(4,520,743)
$
96,131,168
______________
Notes to Consolidated Schedule of Changes in Investments in Controlled Affiliates:
(1)The issuers of the securities listed on this schedule are considered controlled affiliates under the Investment Company Act of 1940 due to the ownership by the Company of more than 25% of the issuers' voting securities.
(2)Also includes fee and lease income as applicable.
(3)Acquisitions include new purchases, PIK income and amortization of original issue and market discounts.
(4)Dispositions include decreases in the cost basis from sales, paydowns, mortgage amortizations and aircraft depreciation.
50
BlackRock TCP Capital Corp.
Consolidated Schedule of Changes in Investments in Non-Controlled Affiliates (1)
Year Ended December 31, 2019
Security
Dividends or Interest (2)
Fair Value at December 31, 2018
Net realized gain or loss
Net increase or decrease in unrealized appreciation or depreciation
NEG Parent, LLC (CORE Entertainment, Inc.), Class A Units
—
6,543,086
—
382,762
—
—
6,925,848
NEG Parent, LLC (CORE Entertainment, Inc.), Class A Warrants to Purchase Class A Units
—
364,299
—
27,107
—
—
391,406
NEG Parent, LLC (CORE Entertainment, Inc.), Class B Warrants to Purchase Class A Units
—
367,914
—
27,376
—
—
395,290
NEG Parent, LLC (CORE Entertainment, Inc.), Litigation Trust Units
—
1,118,110
809,444
(1,118,110)
—
(809,444)
—
Total
$
6,148,696
$
63,193,357
$
(19,671,886)
$
20,927,520
$
21,380,249
$
(9,948,949)
$
75,880,291
______________
Notes to Consolidated Schedule of Changes in Investments in Non-Controlled Affiliates:
(1)The issuers of the securities listed on this schedule are considered non-controlled affiliates under the Investment Company Act of 1940 due to the ownership by the Company of 5% to 25% of the issuers' voting securities.
(2)Also includes fee and lease income as applicable.
(3)Acquisitions include new purchases, PIK income and amortization of original issue and market discounts.
(4)Dispositions include decreases in the cost basis from sales, paydowns, mortgage amortizations and aircraft depreciation.
51
BlackRock TCP Capital Corp.
Consolidated Schedule of Changes in Investments in Controlled Affiliates (1)
Year Ended December 31, 2019
Security
Dividends or Interest (2)
Fair Value at December 31, 2018
Net realized gain or loss
Net increase or decrease in unrealized appreciation or depreciation
Acquisitions (3)
Dispositions (4)
Fair Value at December 31, 2019
36th Street Capital Partners Holdings, LLC, Membership Units
$
2,392,274
$
18,931,734
$
—
$
6,296,773
$
6,454,352
$
—
$
31,682,859
36th Street Capital Partners Holdings, LLC, Senior Note, 12%, due 11/1/20
3,874,967
27,839,419
—
—
12,995,000
—
40,834,419
Anacomp, Inc., Class A Common Stock
—
1,418,746
—
(251,106)
—
—
1,167,640
Conergy Asia & ME Pte. Ltd., 1st Lien Term Loan, 10%, due 5/26/20
177,381
1,773,807
—
(566,022)
—
—
1,207,785
Conergy Asia Holdings Limited, Class B Shares
—
—
—
—
—
—
—
Conergy Asia Holdings Limited, Ordinary Shares
—
—
—
—
—
—
—
Conventional Lending TCP Holdings, LLC, Membership Units
981,790
—
—
—
14,269,948
—
14,269,948
Kawa Solar Holdings Limited, Bank Guarantee Credit Facility, 0%, due 5/26/20
—
11,682,923
—
(816,391)
—
(7,577,094)
3,289,438
Kawa Solar Holdings Limited, Ordinary Shares
—
—
—
(578,646)
—
578,646
—
Kawa Solar Holdings Limited, Revolving Credit Facility, 0%, due 5/26/20
—
2,922,269
—
(134,800)
—
(578,645)
2,208,824
Kawa Solar Holdings Limited, Series B Preferred Shares
—
—
—
—
—
—
—
United N659UA-767, LLC (Aircraft Trust Holding Company)
159,808
2,826,708
—
(164,500)
—
(361,842)
2,300,366
United N661UA-767, LLC (Aircraft Trust Holding Company)
138,019
2,896,083
—
(165,139)
—
(383,630)
2,347,314
Total
$
7,724,239
$
70,291,689
$
—
$
3,620,169
$
33,719,300
$
(8,322,565)
$
99,308,593
______________
Notes to Consolidated Schedule of Changes in Investments in Controlled Affiliates:
(1)The issuers of the securities listed on this schedule are considered controlled affiliates under the Investment Company Act of 1940 due to the ownership by the Company of more than 25% of the issuers' voting securities.
(2)Also includes fee and lease income as applicable.
(3)Acquisitions include new purchases, PIK income and amortization of original issue and market discounts.
(4)Dispositions include decreases in the cost basis from sales, paydowns, mortgage amortizations and aircraft depreciation.
52
BlackRock TCP Capital Corp.
Consolidated Schedule of Restricted Securities of Unaffiliated Issuers (Unaudited)
September 30, 2020
Investment
Acquisition Date
Actifio, Inc., Warrants to Purchase Series G Preferred Stock
5/5/17
AGY Equity, LLC, Class A Preferred Units
9/21/20
AGY Equity, LLC, Class B Preferred Units
9/21/20
AGY Equity, LLC, Class C Common Units
9/21/20
Autoalert Acquisition Co, LLC, Warrants to purchase LLC interest
6/30/20
Avanti Communications Group, PLC (144A), Senior New Money Initial Note, 9% PIK, due 10/1/22
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
54
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The information contained in this section should be read in conjunction with our unaudited consolidated financial statements and related notes thereto appearing elsewhere in this quarterly report on Form 10-Q. Some of the statements in this report (including in the following discussion) constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which relate to future events or the future performance or financial condition of BlackRock TCP Capital Corp. (the “Company,” “we,” “us” or “our”), formerly known as TCP Capital Corp. The forward-looking statements contained in this report involve a number of risks and uncertainties, including statements concerning:
•our, or our portfolio companies’, future business, operations, operating results or prospects;
•the return or impact of current and future investments;
•the impact of a protracted decline in the liquidity of credit markets on our business;
•the impact of fluctuations in interest rates on our business;
•the impact of changes in laws or regulations governing our operations or the operations of our portfolio companies;
•our contractual arrangements and relationships with third parties;
•the general economy and its impact on the industries in which we invest;
•the financial condition of and ability of our current and prospective portfolio companies to achieve their objectives;
•our expected financings and investments;
•the adequacy of our financing resources and working capital;
•the ability of our investment advisor to locate suitable investments for us and to monitor and administer our investments;
•the timing of cash flows, if any, from the operations of our portfolio companies;
•the timing, form and amount of any dividend distributions; and
•our ability to maintain our qualification as a regulated investment company and as a business development company.
We use words such as “anticipate,” “believe,” “expect,” “intend,” “will,” “should,” “could,” “may,” “plan” and similar words to identify forward-looking statements. The forward looking statements contained in this quarterly report involve risks and uncertainties. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth as “Risk Factors” in this report.
We have based the forward-looking statements included in this report on information available to us on the date of this report, and we assume no obligation to update any such forward-looking statements. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we have filed or in the future may file with the SEC, including annual reports on Form 10-K, registration statements on Form N-2, quarterly reports on Form 10-Q and current reports on Form 8-K.
55
Overview
The Company is a Delaware corporation formed on April 2, 2012 and is an externally managed, closed-end, non-diversified management investment company. The Company was formed through the conversion of a pre-existing closed-end investment company. The Company elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). Our investment objective is to seek to achieve high total returns through current income and capital appreciation, with an emphasis on principal protection. We invest primarily in the debt of middle-market companies as well as small businesses, including senior secured loans, junior loans, mezzanine debt and bonds. Such investments may include an equity component, and, to a lesser extent, we may make equity investments directly. Certain investment operations are conducted through the Company’s wholly-owned subsidiaries, Special Value Continuation Partners LLC, a Delaware limited liability company (“SVCP”), TCPC Funding I, LLC (“TCPC Funding”), TCPC Funding II, LLC ("TCPC Funding II") and TCPC SBIC, LP (the “SBIC”). SVCP was organized as a limited partnership and had elected to be regulated as a BDC under the 1940 Act through July 31, 2018. On August 1, 2018, SVCP withdrew its election to be regulated as a BDC under the 1940 Act and withdrew the registration of its common limited partner interests under Section 12(g) of the Securities Exchange Act of 1934 and, on August 2, 2018, terminated its general partner, Series H of SVOF/MM, LLC, and converted to a Delaware limited liability company. Series H of SVOF/MM, LLC (“SVOF/MM”) serves as the administrator (the “Administrator”) of the Company. The managing member of SVOF/MM is Tennenbaum Capital Partners, LLC (the “Advisor”), which serves as the investment manager to the Company, TCPC Funding, 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. The SBIC was organized as a Delaware limited partnership in June 2013. On April 22, 2014, the SBIC received a license from the United States Small Business Administration (the “SBA”) to operate as a small business investment company under the provisions of Section 301(c) of the Small Business Investment Act of 1958.
The Company has elected to be treated as a regulated investment company (“RIC”) for U.S. federal income tax purposes. As a RIC, the Company will not be taxed on its income to the extent that it distributes such income each year and satisfies other applicable income tax requirements. TCPC Funding, 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.
Our leverage program is comprised of $300.0 million in available debt under a revolving, multi-currency credit facility issued by SVCP (the “Operating Facility”), $200.0 million in available debt under a senior secured revolving credit facility issued by TCPC Funding II (“Funding Facility II”), $140.0 million in convertible senior unsecured notes issued by the Company maturing in 2022 (the “2022 Convertible Notes”), $175.0 million in senior unsecured notes issued by the Company maturing in 2022 (the “2022 Notes”), $200.0 million in senior unsecured notes issued by the Company maturing in 2024 (the “2024 Notes”) and $150.0 million in committed leverage from the SBA (the “SBA Program” and, together with the Operating Facility, Funding Facility II, the 2022 Convertible Notes, the 2022 Notes and the 2024 Notes, the “Leverage Program”). 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”).
To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements and timely distribute to our stockholders generally at least 90% of our investment company taxable income, as defined by the Internal Revenue Code of 1986, as amended, for each year. Pursuant to this election, we generally will not have to pay corporate level taxes on any income that we distribute to our stockholders provided that we satisfy those requirements.
56
Investments
Our level of investment activity can and does vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to middle-market companies, the level of merger and acquisition activity, the general economic environment and the competitive environment for the types of investments we make.
As a BDC, we are required to comply with certain regulatory requirements. For instance, we generally have to invest at least 70% of our total assets in “qualifying assets,” including securities and indebtedness of private U.S. companies, public U.S. operating companies whose securities are not listed on a national securities exchange or registered under the Securities Exchange Act of 1934, as amended, public domestic operating companies having a market capitalization of less than $250.0 million, cash, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less. We are also permitted to make certain follow-on investments in companies that were eligible portfolio companies at the time of initial investment but that no longer meet the definition. As of September 30, 2020, 92.1% of our total assets were invested in qualifying assets.
Revenues
We generate revenues primarily in the form of interest on the debt we hold. We also generate revenue from dividends on our equity interests, capital gains on the disposition of investments, and certain lease, fee, and other income. Our investments in fixed income instruments generally have an expected maturity of three to five years, although we have no lower or upper constraint on maturity. Interest on our debt investments is generally payable quarterly or semi-annually. Payments of principal of our debt investments may be amortized over the stated term of the investment, deferred for several years or due entirely at maturity. In some cases, our debt investments and preferred stock investments may defer payments of cash interest or dividends or PIK. Any outstanding principal amount of our debt investments and any accrued but unpaid interest will generally become due at the maturity date. In addition, we may generate revenue in the form of prepayment fees, commitment, origination, structuring or due diligence fees, end-of-term or exit fees, fees for providing significant managerial assistance, consulting fees and other investment related income.
Expenses
Our primary operating expenses include the payment of a base management fee and, depending on our operating results, incentive compensation, expenses reimbursable under the management agreement, administration fees and the allocable portion of overhead under the administration agreement. The base management fee and incentive compensation remunerates the Advisor for work in identifying, evaluating, negotiating, closing and monitoring our investments. Our administration agreement with the Administrator provides that the Administrator may be reimbursed for costs and expenses incurred by the Administrator for office space rental, office equipment and utilities allocable to us under the administration agreement, as well as any costs and expenses incurred by the Administrator or its affiliates relating to any non-investment advisory, administrative or operating services provided by the Administrator or its affiliates to us. We also bear all other costs and expenses of our operations and transactions (and the Company’s common stockholders indirectly bear all of the costs and expenses of the Company, SVCP, TCPC Funding and the SBIC), which may include those relating to:
•our organization;
•calculating our net asset value (including the cost and expenses of any independent valuation firms);
•interest payable on debt, if any, incurred to finance our investments;
•costs of future offerings of our common stock and other securities, if any;
•the base management fee and any incentive compensation;
57
•dividends and distributions on our preferred shares, if any, and common shares;
•administration fees payable under the administration agreement;
•fees payable to third parties relating to, or associated with, making investments;
•transfer agent and custodial fees;
•registration fees;
•listing fees;
•taxes;
•director fees and expenses;
•costs of preparing and filing reports or other documents with the SEC;
•costs of any reports, proxy statements or other notices to our stockholders, including printing costs;
•our fidelity bond;
•directors and officers/errors and omissions liability insurance, and any other insurance premiums;
•indemnification payments;
•direct costs and expenses of administration, including audit and legal costs; and
•all other expenses reasonably incurred by us and the Administrator in connection with administering our business, such as the allocable portion of overhead under the administration agreement, including rent and other allocable portions of the cost of certain of our officers and their respective staffs.
The investment management agreement provides that the base management fee be calculated at an annual rate of 1.5% of our total assets (excluding cash and cash equivalents) payable quarterly in arrears; provided, however, that, effective as of February 9, 2019, the base management fee is calculated at an annual rate of 1.0% of our total assets (excluding cash and cash equivalents) that exceed an amount equal to 200% of the net asset value of the Company. For purposes of calculating the base management fee, “total assets” is determined without deduction for any borrowings or other liabilities. The base management fee is calculated based on the value of our total assets and net asset value (excluding cash and cash equivalents) at the end of the most recently completed calendar quarter.
Additionally, the investment management agreement provides that the Advisor or its affiliates may be entitled to incentive compensation under certain circumstances. According to the terms of such agreement, no incentive compensation was incurred prior to January 1, 2013. Under the current investment management agreement, dated February 9, 2019, the incentive compensation equals the sum of (1) 20% of all ordinary income since January 1, 2013 through February 8, 2019 and 17.5% thereafter and (2) 20% of all net realized capital gains (net of any net unrealized capital depreciation) since January 1, 2013 through February 8, 2019 and 17.5% thereafter, less ordinary income incentive compensation and capital gains incentive compensation previously paid. However, incentive compensation will only be paid to the extent the cumulative total return of the Company after incentive compensation and including such payment would equal or exceed a 7% annual return on daily weighted-average contributed common equity. The determination of incentive compensation is subject to limitations under the 1940 Act and the Advisers Act.
Through December 31, 2017, the incentive compensation was an equity allocation to SVCP’s general partner under the LPA. Effective as of January 1, 2018, the LPA was amended to remove the incentive
58
compensation distribution provisions therein, and the incentive compensation became payable as a fee to the Advisor pursuant to the then-existing investment management agreements. The amendment had no impact on the amount of the incentive compensation paid or services received by the Company.
Critical accounting policies
Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual results to differ. Management considers the following critical accounting policies important to understanding the financial statements. In addition to the discussion below, our critical accounting policies are further described in the notes to our financial statements.
Valuation of portfolio investments
We value our portfolio investments at fair value based upon the principles and methods of valuation set forth in policies adopted by our board of directors. Fair value is defined as the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date. Market participants are buyers and sellers in the principal (or most advantageous) market for the asset that (i) are independent of us, (ii) are knowledgeable, having a reasonable understanding about the asset based on all available information (including information that might be obtained through due diligence efforts that are usual and customary), (iii) are able to transact for the asset, and (iv) are willing to transact for the asset or liability (that is, they are motivated but not forced or otherwise compelled to do so).
Investments for which market quotations are readily available are valued at such market quotations unless the quotations are deemed not to represent fair value. We generally obtain market quotations from recognized exchanges, market quotation systems, independent pricing services or one or more broker-dealers or market makers. However, short term debt investments with original maturities of generally three months or less are valued at amortized cost, which approximates fair value. Debt and equity securities for which market quotations are not readily available, which is the case for many of our investments, or for which market quotations are deemed not to represent fair value, are valued at fair value using a consistently applied valuation process in accordance with our documented valuation policy that has been reviewed and approved by our board of directors, who also approve in good faith the valuation of such securities as of the end of each quarter. Due to the inherent uncertainty and subjectivity of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may differ significantly from the values that would have been used had a readily available market value existed for such investments and may differ materially from the values that we may ultimately realize. In addition, changes in the market environment and other events may have differing impacts on the market quotations used to value some of our investments than on the fair values of our investments for which market quotations are not readily available. Market quotations may be deemed not to represent fair value in certain circumstances where we believe that facts and circumstances applicable to an issuer, a seller or purchaser, or the market for a particular security cause current market quotations to not reflect the fair value of the security. Examples of these events could include cases where a security trades infrequently causing a quoted purchase or sale price to become stale, where there is a “forced” sale by a distressed seller, where market quotations vary substantially among market makers, or where there is a wide bid-ask spread or significant increase in the bid-ask spread.
The valuation process approved by our board of directors with respect to investments for which market quotations are not readily available or for which market quotations are deemed not to represent fair value is as follows:
•The investment professionals of the Advisor provide recent portfolio company financial statements and other reporting materials to independent valuation firms approved by our board of directors.
59
•Such firms evaluate this information along with relevant observable market data to conduct independent appraisals each quarter, and their preliminary valuation conclusions are documented and discussed with senior management of the Advisor.
•The fair value of smaller investments comprising in the aggregate less than 5% of our total capitalization may be determined by the Advisor in good faith in accordance with our valuation policy without the employment of an independent valuation firm.
•The audit committee of the board of directors discusses the valuations, and the board of directors approves the fair value of the investments in our portfolio in good faith based on the input of the Advisor, the respective independent valuation firms (to the extent applicable) and the audit committee of the board of directors.
Those investments for which market quotations are not readily available or for which market quotations are deemed not to represent fair value are valued utilizing one or more methodologies, including the market approach, the income approach, or in the case of recent investments, the cost approach, as appropriate. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. In following these approaches, the types of factors that we may take into account in determining the fair value of our investments include, as relevant and among other factors: available current market data, including relevant and applicable market trading and transaction comparables, applicable market yields and multiples, security covenants, call protection provisions, information rights, the nature and realizable value of any collateral, the portfolio company’s ability to make payments, its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are public, merger and acquisition comparables, our principal market (as the reporting entity) and enterprise values.
When valuing all of our investments, we strive to maximize the use of observable inputs and minimize the use of unobservable inputs. Inputs refer broadly to the assumptions that market participants would use in pricing an asset, including assumptions about risk. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on market data obtained from sources independent of us. Unobservable inputs are inputs that reflect our assumptions about the assumptions market participants would use in pricing an asset or liability developed based on the best information available in the circumstances.
Our investments may be categorized based on the types of inputs used in their valuation. The level in the GAAP valuation hierarchy in which an investment falls is based on the lowest level input that is significant to the valuation of the investment in its entirety. Investments are classified by GAAP into the three broad levels as follows:
Level 1 — Investments valued using unadjusted quoted prices in active markets for identical assets.
Level 2 — Investments valued using other unadjusted observable market inputs, e.g. quoted prices in markets that are not active or quotes for comparable instruments.
Level 3 — Investments that are valued using quotes and other observable market data to the extent available, but which also take into consideration one or more unobservable inputs that are significant to the valuation taken as a whole.
As of September 30, 2020, 0.1% of our investments were categorized as Level 1, 5.7% were categorized as Level 2, 94.1% were Level 3 investments valued based on valuations by independent third party sources, and 0.1% were Level 3 investments valued based on valuations by the Advisor.
60
As of December 31, 2019, none of our investments were categorized as Level 1, 8.3% were categorized as Level 2, 91.6% were Level 3 investments valued based on valuations by independent third party sources, and 0.1% were Level 3 investments valued based on valuations by the Advisor.
Determination of fair value involves subjective judgments and estimates. Accordingly, the notes to our consolidated financial statements express the uncertainty with respect to the possible effect of such valuations, and any change in such valuations, on the financial statements.
Revenue recognition
Interest and dividend income, including income paid in kind, is recorded on an accrual basis, when such amounts are considered collectible. Origination, structuring, closing, commitment and other upfront fees, including original issue discounts, earned with respect to capital commitments are generally amortized or accreted into interest income over the life of the respective debt investment, as are end-of-term or exit fees receivable upon repayment of a debt investment. Other fees, including certain amendment fees, prepayment fees and commitment fees on broken deals, are recognized as earned. Prepayment fees and similar income due upon the early repayment of a loan or debt security are recognized when earned and are included in interest income.
Certain of our debt investments are purchased at a discount to par as a result of the underlying credit risks and financial results of the issuer, as well as general market factors that influence the financial markets as a whole. Discounts on the acquisition of corporate bonds are generally amortized using the effective-interest or constant-yield method assuming there are no questions as to collectability. When principal payments on a loan are received in an amount in excess of the loan’s amortized cost, the excess principal payments are recorded as interest income.
Net realized gains or losses and net change in unrealized appreciation or depreciation
We measure realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized. Realized gains and losses are computed using the specific identification method. Net change in unrealized appreciation or depreciation reflects the change in portfolio investment values during the reporting period, including the reversal of previously recorded unrealized appreciation or depreciation when gains or losses are realized.
Portfolio and investment activity
During the three months ended September 30, 2020, we invested approximately $78.6 million, comprised of new investments in 4 new and 4 existing portfolio companies, as well as draws made on existing commitments and PIK received on prior investments. Of these investments, $75.0 million, or 95.4% of total acquisitions, were in senior secured debt comprised of senior secured loans ($74.5 million, or 94.7% of total acquisitions) and senior secured notes ($0.6 million, or 0.7% of total acquisitions). The remaining $3.6 million (4.6% of total acquisitions) was comprised primarily of $0.9 million in equity interests in portfolios of debt and lease assets and $2.7 million in equity positions received in connection with debt investments. Additionally, we received approximately $89.1 million in proceeds from sales or repayments of investments during the three months ended September 30, 2020.
During the three months ended September 30, 2019, we invested approximately $176.0 million, comprised of new investments in 4 new and 3 existing portfolio companies, as well as draws made on existing commitments and PIK received on prior investments. Of these investments, 88.2% were in senior secured debt comprised of senior secured loans ($144.4 million, or 82.0% of total acquisitions) and senior secured notes ($10.8 million, or 6.2% of total acquisitions). The remaining $20.8 million (11.8% of total acquisitions) were comprised primarily of $20.4 million in equity interests in portfolios of debt and lease assets and $0.4 million in equity positions received in connection with debt investments. Additionally, we received approximately $180.6 million in proceeds from sales or repayments of investments during the three months ended September 30, 2019.
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During the nine months ended September 30, 2020, we invested approximately $277.6 million, comprised of new investments in 12 new and 14 existing portfolio companies, as well as draws made on existing commitments and PIK received on prior investments. Of these investments, $262.1 million, or 94.4% of total acquisitions, were in senior secured debt comprised of senior secured loans ($241.7 million, or 87.0% of total acquisitions) and senior secured notes ($20.5 million, or 7.4% of total acquisitions). The remaining $11.3 million (4.1% of total acquisitions) was comprised of equity investments, including $4.9 million in equity interests in portfolios of debt and lease assets and $6.4 million in equity positions received in connection with debt investments. Additionally, we received approximately $267.8 million in proceeds from sales or repayments of investments during the nine months ended September 30, 2020.
During the nine months ended September 30, 2019, we invested approximately $558.4 million, comprised of new investments in 19 new and 16 existing portfolio companies, as well as draws made on existing commitments and PIK received on prior investments. Of these investments, 94.0% were in senior secured debt comprised of senior secured loans ($512.0 million, or 91.7% of total acquisitions) and senior secured notes ($13.1 million, or 2.3% of total acquisitions). The remaining $33.3 million (6.0% of total acquisitions) was comprised primarily of $5.0 million (0.9% of total acquisitions) in unsecured notes and $28.3 million (5.1% of total acquisitions) in equity investments comprised primarily of $25.3 million in equity interests in portfolios of debt and lease assets and $3.0 million in equity positions received in connection with debt investments. Additionally, we received approximately $444.1 million in proceeds from sales or repayments of investments during the nine months ended September 30, 2019.
At September 30, 2020, our investment portfolio of $1,628.8 million (at fair value) consisted of 101 portfolio companies and was invested 92.3% in debt investments, primarily in senior secured debt. In aggregate, our investment portfolio was invested 84.6% in senior secured loans, 6.1% in senior secured notes, 1.6% in junior notes and 7.7% in equity investments. Our average portfolio company investment at fair value was approximately $16.1 million. Our largest portfolio company investment by value was approximately 4.5% of our portfolio and our five largest portfolio company investments by value comprised approximately 18.6% of our portfolio at September 30, 2020.
At December 31, 2019, our investment portfolio of 1,649.5 million (at fair value) consisted of 105 portfolio companies and was invested 93.1% in debt investments, primarily in senior secured debt. In aggregate, our investment portfolio was invested 86.6% in senior secured loans, 5.2% in senior secured notes, 1.3% in junior notes and 6.9% in equity investments. Our average portfolio company investment at fair value was approximately $15.7 million. Our largest portfolio company investment by value was approximately 4.4% of our portfolio and our five largest portfolio company investments by value comprised approximately 17.2% of our portfolio at December 31, 2019.
During 2019, we transitioned our industry classification system for financial reporting purposes to more closely align with the system generally used by the Advisor for portfolio management purposes. As part of this transition, we are generally classifying the industries of our portfolio companies based on the primary end market served rather than the product or service directed to those end markets.
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The industry composition of our portfolio at fair value at September 30, 2020 was as follows:
Industry
Percent of Total Investments
Internet Software and Services
12.3
%
Diversified Financial Services
11.6
%
Software
7.3
%
Textiles, Apparel and Luxury Goods
6.1
%
Diversified Consumer Services
5.1
%
Media
4.8
%
Automobiles
4.5
%
Professional Services
4.4
%
IT Services
3.4
%
Insurance
3.3
%
Airlines
3.1
%
Diversified Telecommunication Services
3.0
%
Consumer Finance
2.8
%
Capital Markets
2.7
%
Health Care Technology
2.4
%
Hotels, Restaurants and Leisure
2.2
%
Building Products
2.1
%
Commercial Services and Supplies
1.8
%
Specialty Retail
1.7
%
Thrifts and Mortgage Finance
1.7
%
Tobacco Related
1.6
%
Aerospace and Defense
1.6
%
Energy Equipment and Services
1.6
%
Pharmaceuticals
1.5
%
Electrical Equipment
1.4
%
Road and Rail
1.0
%
Other
5.0
%
Total
100.0
%
The weighted average effective yield of our debt portfolio was 10.0% at September 30, 2020 and 10.3% at December 31, 2019. The weighted average effective yield of our total portfolio was 9.7% at September 30, 2020 and 9.7% at December 31, 2019. At September 30, 2020, 92.4% of debt investments in our portfolio bore interest based on floating rates, such as LIBOR, EURIBOR, the Federal Funds Rate or the Prime Rate, and 7.6% bore interest at fixed rates. The percentage of floating rate debt investments in our portfolio that were subject to an interest rate floor was 81.7% at September 30, 2020. Debt investments in three portfolio companies were on non-accrual status as of September 30, 2020, representing 0.6% of the portfolio at fair value and 1.2% at cost. At December 31, 2019, 92.1% of debt investments in our portfolio bore interest based on floating rates, such as LIBOR, EURIBOR, the Federal Funds Rate or the Prime Rate, and 7.9% bore interest at fixed rates. The percentage of floating rate debt investments in our portfolio that were subject to an interest rate floor was 63.5% at December 31, 2019.
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Results of operations
Investment income
Investment income totaled $42.8 million and $51.6 million, respectively, for the three months ended September 30, 2020 and 2019, of which $39.8 million and $49.9 million were attributable to interest and fees on our debt investments, $1.3 million and $0.9 million to dividend income, $0.0 million and $0.1 million to lease income and $1.7 million and $0.8 million to other income, respectively. Included in interest and fees on our debt investments were $1.8 million and $3.7 million of non-recurring income related to prepayments for the three months ended September 30, 2020 and 2019, respectively. Included in other income were $1.7 million and $0.8 million in amendment fees during the three months ended September 30, 2020 and 2019, respectively. The decrease in investment income in the three months ended September 30, 2020 compared to the three months ended September 30, 2019 primarily reflects a decrease in interest income due to the decline in LIBOR rates.
Investment income totaled $129.2 million and $147.4 million, respectively, for the nine months ended September 30, 2020 and 2019, of which $120.8 million and $144.5 million were attributable to interest and fees on our debt investments, $2.0 million and $1.8 million to dividend income, $0.1 million and $0.2 million to lease income and $6.4 million and $0.9 million to other income, respectively. Included in interest and fees on our debt investments were $3.1 million and $9.5 million of non-recurring income related to prepayments for the nine months ended September 30, 2020 and 2019, respectively. Included in other income were $5.5 million and $1.5 million in amendment fees during the nine months ended September 30, 2020 and 2019, respectively. The decrease in investment income in the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019 primarily reflects a decrease in interest income due to the decline in LIBOR rates and the lower prepayment income during the nine months ended September 30, 2020, partially offset by the increase in other income during the period.
Expenses
Total operating expenses for the three months ended September 30, 2020 and 2019 were $22.7 million and $26.3 million, respectively, comprised of $9.7 million and $12.4 million in interest expense and related fees, $5.9 million and $6.4 million in base management and advisory fees, $5.0 million and $5.4 million in incentive fee expense, $0.5 million and $0.6 million in administrative expenses, $0.4 million and $0.5 million in legal and professional fees, and $1.1 million and $1.0 million in other expenses, respectively. The decrease in expenses in the three months ended September 30, 2020 compared to the three months ended September 30, 2019 primarily reflects the lower interest expense due to lower LIBOR rates during the three months ended September 30, 2020.
Total operating expenses for the nine months ended September 30, 2020 and 2019 were $66.0 million and $74.9 million, respectively, comprised of $31.3 million and $34.2 million in interest expense and related fees, $17.8 million and $18.5 million in base management and advisory fees, $10.3 million and $15.6 million in incentive fee expense, $1.6 million and $1.8 million in administrative expenses, $1.4 million and $1.4 million in legal and professional fees, and $3.5 million and $3.4 million in other expenses, respectively. The decrease in expenses in the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019 primarily reflects the deferreal of incentive fees related to the first quarter of 2020 and the lower interest expense due to lower LIBOR rates during the nine months ended September 30, 2020.
Net investment income
Net investment income was $20.1 million and $25.3 million, respectively, for the three months ended September 30, 2020 and 2019. The decrease in net investment income in the three months ended September 30, 2020 compared to the three months ended September 30, 2019 primarily reflects the decrease in total investment income, partially offset by the decrease in expenses in the three months ended September 30, 2020.
Net investment income was $63.2 million and $72.4 million, respectively, for the nine months ended September 30, 2020 and 2019. The decrease in net investment income in the nine months ended September 30, 2020
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compared to the nine months ended September 30, 2019 primarily reflects the decrease in total investment income, partially offset by the decrease in expenses in the nine months ended September 30, 2020.
Net realized and unrealized gain or loss
Net realized loss for the three months ended September 30, 2020 and 2019 was $18.0 million and $0.2 million, respectively. Net realized loss for the three months ended September 30, 2020 was comprised primarily of the restructuring of AGY.
Net realized loss for the nine months ended September 30, 2020 and 2019 was $13.5 million and $0.5 million, respectively. Net realized loss for the nine months ended September 30, 2020 was comprised primarily of the restructuring of AGY, partially offset by a $4.9 million gain on the disposition of our investment in STG-Fairway (First Advantage), exclusive of prepayment income earned.
For the three months ended September 30, 2020 and 2019, the change in net unrealized appreciation/depreciation was $46.8 million and $(6.7) million, respectively. The change in net unrealized appreciation/depreciation for the three months ended September 30, 2020 was primarily driven by continued spread tightening during the three months ended September 30, 2020 following the dramatic spread widening and volatility during the first quarter of 2020 related to the market impact of COVID-19 and the partial recovery during the second quarter. Unrealized gains included $6.9 million on our investment in Edmentum and $4.4 million on our investment in One Sky Flight, as well as the reversal of previously recognized unrealized losses on AGY. The change in net unrealized appreciation/depreciation for the three months ended September 30, 2019 was comprised primarily of markdowns of $5.7 million on our investment in Fidelis, $3.2 million on our investment in Hylan and $3.0 million on our investment in AGY, partially offset by a gain of $5.2 million on our investment in Edmentum as well as a gain of $3.3 million on our investment in Snaplogic.
For the nine months ended September 30, 2020 and 2019, the change in net unrealized appreciation/depreciation was $(24.0) million and $(40.2) million, respectively. The change in net unrealized appreciation/depreciation for the nine months ended September 30, 2020 was primarily driven by net spread widening and volatility across our portfolio related to the market impact of COVID-19, partially offset by a gain of $4.5 million on our investment in Domo and a gain of $5.1 million on our investment in Amteck. The change in net unrealized appreciation/depreciation for the nine months ended September 30, 2019 was comprised primarily of markdowns of $34.9 million on our investment in Fidelis, $5.7 million on our investment in Green Biologics, and $4.1 million on our investment in AGY, partially offset by a gain of $6.8 million on our investment in Edmentum.
Incentive compensation
Incentive fees for the three months ended September 30, 2020 and 2019 were $5.0 million and $5.4 million, and for the nine months ended September 30, 2020 and 2019 were $10.3 million and $15.6 million, respectively, and were payable due to our performance exceeding the cumulative total return threshold. Because our incentive compensation is computed on a cumulative basis, the incentive compensation for any period may include amounts not earned in prior periods (due to our cumulative total return falling below the total return hurdle in such period), but subsequently earned when our cumulative total return again exceeds the total return hurdle (such amount, a “Catchup Amount”). Due to portfolio volatility related to the market impact of COVID-19, $3.9 million of incentive fees related to net investment income for the first quarter of 2020 were deferred (the “First Quarter Catchup Amount”) and subsequently earned when our performance again exceeded the cumulative total return hurdle during the second quarter of 2020. 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 cumulative total return hurdle in such quarter. Accordingly, the three- and nine-month periods ended September 30, 2020 include 1/6 and 1/3, respectively, of the First Quarter Catchup Amount.
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Income tax expense, including excise tax
The Company has elected to be treated as a RIC under Subchapter M of the Internal Revenue Code (the "Code”) and operates in a manner so as to qualify for the tax treatment applicable to RICs. To qualify as a RIC, the Company must, among other things, timely distribute to its stockholders generally at least 90% of its investment company taxable income, as defined by the Code, for each year. The Company has made and intends to continue to make the requisite distributions to its stockholders which will generally relieve the Company from U.S. federal income taxes.
Depending on the level of taxable income earned in a tax year, we may choose to carry forward taxable income in excess of current year dividend distributions from such current year taxable income into the next tax year and pay a 4% excise tax on such income. Any excise tax expense is recorded at year end as such amounts are known. There was no excise tax expense recorded for the nine months ended September 30, 2020 and 2019.
Net increase in net assets resulting from operations
The net increase in net assets applicable to common shareholders resulting from operations was $46.5 million and $18.4 million for the three months ended September 30, 2020 and 2019, respectively. The higher net increase in net assets resulting from operations during the three months ended September 30, 2020 was primarily due to the higher net realized and unrealized gains, partially offset by the lower net investment income during the three months ended September 30, 2020 and a $2.4 million loss on the extinguishment of Funding Facility I compared to the three months ended September 30, 2019.
The net increase in net assets applicable to common shareholders resulting from operations was $23.4 million and $31.7 million for the nine months ended September 30, 2020 and 2019, respectively. The lower net increase in net assets resulting from operations during the nine months ended September 30, 2020 was primarily due to the lower net investment income and the $2.4 million loss on extinguisment of Funding Facility I, partially offset by the lower net realized and unrealized loss during the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019.
Liquidity and capital resources
Since our inception, our liquidity and capital resources have been generated primarily through the initial private placement of common shares of Special Value Continuation Fund, LLC (the predecessor entity) which were subsequently converted to common stock of the Company, the net proceeds from the initial and secondary public offerings of our common stock, amounts outstanding under our Leverage Program, and cash flows from operations, including investments sales and repayments and income earned from investments and cash equivalents. The primary uses of cash have been investments in portfolio companies, cash distributions to our equity holders, payments to service our Leverage Program and other general corporate purposes.
The following table summarizes the total shares issued and proceeds received in connection with the Company’s dividend reinvestment plan for the nine months ended September 30, 2020 and 2019:
2020
2019
Shares Issued
838
608
Average Price Per Share
$
7.46
$
13.97
Proceeds
$
6,253
$
8,494
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
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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 our fourth quarter 2020 earnings release, unless further extended or terminated by our board of directors, or such time as the approved $50.0 million repurchase amount has been fully utilized, subject to certain conditions. The following table summarizes the total shares repurchased and amounts paid by the Company under the Company Repurchase Plan, including broker fees, for the nine months ended September 30, 2020 and 2019:
2020
2019
Shares Repurchased
1,000,000
9,000
Price Per Share *
$
6.10
$
13.96
Total Cost
$
6,100,190
$
125,679
______________
* Weighted-average price per share
Total leverage outstanding and available under the combined Leverage Program at September 30, 2020 were as follows:
Maturity
Rate
Carrying Value*
Available
Total Capacity
Operating Facility
2024
L+2.00%
†
$
163,077,610
$
136,922,390
$
300,000,000
‡
Funding Facility II
2025
L+2.00%
§
125,000,000
75,000,000
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%
139,056,214
—
139,056,214
2022 Notes ($175 million par)
2022
4.125%
174,745,328
—
174,745,328
2024 Notes ($200 million par) ‡‡
2024
3.900%
198,111,194
—
198,111,194
Total leverage
937,990,346
$
223,922,390
$
1,161,912,736
Unamortized issuance costs
(6,239,766)
Debt, net of unamortized issuance costs
$
931,750,580
______________
* 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 September 30, 2020, $8.7 million of the outstanding amount bore interest at a rate of EURIBOR + 2.00% and $3.0 million of the outstanding amount bore interest at a rate of Prime + 1.00%.
‡ 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 0.36% or 0.35%
‡‡ On October 2, 2020, the Company issued an additional $50.0 million of its 2024 Notes for a total outstanding aggregate principal amount of $250.0 million.
Under Section 61(a) of the 1940 Act, prior to March 23, 2018, a BDC was generally not permitted to issue senior securities unless after giving effect thereto the BDC met a coverage ratio of total assets, less liabilities and indebtedness not represented by senior securities, to total senior securities, which includes all borrowings of the BDC, of at least 200%. On March 23, 2018, the Small Business Credit Availability Act (“SBCAA”) was signed into
67
law, which among other things, amended Section 61(a) of the 1940 Act to add a new Section 61(a)(2) that reduces the asset coverage requirement applicable to BDCs from 200% to 150% so long as the BDC meets certain disclosure requirements and obtains certain approvals. The reduced asset coverage requirement would permit a BDC to have a ratio of total consolidated assets to outstanding indebtedness of 2:1 as compared to a maximum of 1:1 under the 200% asset coverage requirement.
Effective November 7, 2018, the Company’s board of directors, including a “required majority” (as such term is defined in Section 57(o) of the 1940 Act) of our board of directors, approved the application of the modified asset coverage requirements set forth in Section 61(a)(2) of the 1940 Act, as amended by the SBCAA (the “Asset Coverage Ratio Election”), which would have resulted (had the Company not received earlier stockholder approval) in our asset coverage requirement applicable to senior securities being reduced from 200% to 150%, effective on November 7, 2019. On February 8, 2019, the stockholders of the Company approved the Asset Coverage Ratio Election, and, as a result, effective on February 9, 2019, our asset coverage requirement applicable to senior securities was reduced from 200% to 150%. As of September 30, 2020, the Company’s asset coverage ratio was 179%.
On July 13, 2015, we obtained exemptive relief from the SEC to permit us to exclude debt outstanding under the SBA Debentures from our asset coverage test under the 1940 Act. The exemptive relief provides us with increased flexibility under the 150% asset coverage test by permitting the SBIC to borrow up to $150.0 million more than it would otherwise be able to absent the receipt of this exemptive relief.
Net cash provided by operating activities during the nine months ended September 30, 2020 was $37.8 million, consisting primarily of net investment income (net of non-cash income and expenses) of approximately $38.6 million, partially offset by the settlement of acquisitions of investments (net of dispositions) of $0.8 million.
Net cash used in financing activities was $47.2 million during the nine months ended September 30, 2020, consisting primarily of $59.3 million in regular dividends paid on common equity, $6.1 million in repurchases of common shares and $3.5 million in payments of debt issuance costs, partially offset by $21.7 million of net borrowings.
At September 30, 2020, we had $35.4 million in cash and cash equivalents.
The Operating Facility and Funding Facility II are secured by substantially all of the assets in our portfolio, including cash and cash equivalents, and are subject to compliance with customary affirmative and negative covenants, including the maintenance of a minimum shareholders’ equity, the maintenance of a ratio of not less than 150% of total assets (less total liabilities other than indebtedness) to total indebtedness, and restrictions on certain payments and issuance of debt. Unfavorable economic conditions may result in a decrease in the value of our investments, which would affect both the asset coverage ratios and the value of the collateral securing the Operating Facility and Funding Facility II, and may therefore impact our ability to borrow under the Operating Facility and Funding Facility II. In addition to regulatory restrictions that restrict our ability to raise capital, the Leverage Program contains various covenants which, if not complied with, could accelerate repayment of debt, thereby materially and adversely affecting our liquidity, financial condition and results of operations. At September 30, 2020, we were in compliance with all financial and operational covenants required by the Leverage Program.
Unfavorable economic conditions, such as those caused by COVID-19, while potentially creating attractive opportunities for us, may decrease liquidity and raise the cost of capital generally, which could limit our ability to renew, extend or replace the Leverage Program on terms as favorable as are currently included therein. If we are unable to renew, extend or replace the Leverage Program upon the various dates of maturity, we expect to have sufficient funds to repay the outstanding balances in full from our net investment income and sales of, and repayments of principal from, our portfolio company investments, as well as from anticipated debt and equity capital raises, among other sources. Unfavorable economic conditions may limit our ability to raise capital or the ability of the companies in which we invest to repay our loans or engage in a liquidity event, such as a sale, recapitalization or initial public offering. The 2022 Convertible Notes, the 2022 Notes, the Operating Facility, Funding Facility II and the 2024 Notes, mature in March 2022, August 2022, May 2024, August 2025 and August 2024, respectively. Any
68
inability to renew, extend or replace the Leverage Program could adversely impact our liquidity and ability to find new investments or maintain distributions to our stockholders.
Challenges in the market are intensified for us by certain regulatory limitations under the Code and the 1940 Act. To maintain our qualification as a RIC, we must satisfy, among other requirements, an annual distribution requirement to pay out at least 90% of our ordinary income and short-term capital gains to our stockholders. Because we are required to distribute our income in this manner, and because the illiquidity of many of our investments may make it difficult for us to finance new investments through the sale of current investments, our ability to make new investments is highly dependent upon external financing. While we anticipate being able to continue to satisfy all covenants and repay the outstanding balances under the Leverage Program when due, there can be no assurance that we will be able to do so, which could lead to an event of default.
Contractual obligations
In addition to obligations under our Leverage Program, we have entered into several contracts under which we have future commitments. Pursuant to an investment management agreement, the Advisor manages our day-to-day operations and provides investment advisory services to us. Payments under the investment management agreement are equal to a percentage of the value of our total assets (excluding cash and cash equivalents) and an incentive compensation, plus reimbursement of certain expenses incurred by the Advisor. Under our administration agreement, the Administrator provides us with administrative services, facilities and personnel. Payments under the administration agreement are equal to an allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations to us, and may include rent and our allocable portion of the cost of certain of our officers and their respective staffs. We are responsible for reimbursing the Advisor for due diligence and negotiation expenses, fees and expenses of custodians, administrators, transfer and distribution agents, counsel and directors, insurance, filings and registrations, proxy expenses, expenses of communications to investors, compliance expenses, interest, taxes, portfolio transaction expenses, costs of responding to regulatory inquiries and reporting to regulatory authorities, costs and expenses of preparing and maintaining our books and records, indemnification, litigation and other extraordinary expenses and such other expenses as are approved by the directors as being reasonably related to our organization, offering, capitalization, operation or administration and any portfolio investments, as applicable. The Advisor is not responsible for any of the foregoing expenses and such services are not investment advisory services under the 1940 Act. Either party may terminate each of the investment management agreement and administration agreement without penalty upon not less than 60 days’ written notice to the other.
Distributions
Our quarterly dividends and distributions to common stockholders are recorded on the ex-dividend date. Distributions are declared considering our estimate of annual taxable income available for distribution to stockholders and the amount of taxable income carried over from the prior year for distribution in the current year. We do not have a policy to pay distributions at a specific level and expect to continue to distribute substantially all of our taxable income. We cannot assure stockholders that they will receive any distributions or distributions at a particular level.
The following tables summarize dividends declared for the nine months ended September 30, 2020 and 2019:
Date Declared
Record Date
Payment Date
Type
Amount Per Share
Total Amount
February 26, 2020
March 17, 2020
March 31, 2020
Regular
$
0.36
$
21,155,913
May 11, 2020
June 16, 2020
June 30, 2020
Regular
0.36
20,796,088
August 6, 2020
September 16, 2020
September 30, 2020
Regular
0.30
17,330,179
$
1.02
$
59,282,180
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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
$
1.08
$
63,467,067
The following table summarizes the total shares issued in connection with our dividend reinvestment plan for the nine months ended September 30, 2020 and 2019:
2020
2019
Shares Issued
838
608
Average Price Per Share
$
7.46
$
13.97
Proceeds
$
6,253
$
8,494
We have elected to be taxed as a RIC under Subchapter M of the Code. In order to maintain favorable RIC tax treatment, we must distribute annually to our stockholders at least 90% of our ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any, out of the assets legally available for distribution. In order to avoid certain excise taxes imposed on RICs, we must distribute during each calendar year an amount at least equal to the sum of:
•98% of our ordinary income (not taking into account any capital gains or losses) for the calendar year;
•98.2% of the amount by which our capital gains exceed our capital losses (adjusted for certain ordinary losses) for the one-year period generally ending on October 31 of the calendar year; and
•certain undistributed amounts from previous years on which we paid no U.S. federal income tax.
We may, at our discretion, carry forward taxable income in excess of calendar year distributions and pay a 4% excise tax on this income. If we choose to do so, all other things being equal, this would increase expenses and reduce the amounts available to be distributed to our stockholders. We will accrue excise tax on estimated taxable income as required. In addition, although we currently intend to distribute realized net capital gains (i.e., net long-term capital gains in excess of short-term capital losses), if any, at least annually, out of the assets legally available for such distributions, we may in the future decide to retain such capital gains for investment.
Prior to its discontinuance effective July 7, 2020, we had offered an “opt in” dividend reinvestment plan to our common stockholders, pursuant to which the dividends payable to those shareholders who so elected would be reinvested in shares of common stock.
We may not be able to achieve operating results that will allow us to make dividends and distributions at a specific level or to increase the amount of these dividends and distributions from time to time. Also, we may be limited in our ability to make dividends and distributions due to the asset coverage test applicable to us as a BDC under the 1940 Act and due to provisions in our existing and future credit facilities. If we do not distribute a certain percentage of our income annually, we will suffer adverse tax consequences, including possible loss of favorable RIC tax treatment. In addition, in accordance with U.S. generally accepted accounting principles and tax regulations, we include in income certain amounts that we have not yet received in cash, such as PIK interest, which represents contractual interest added to the loan balance that becomes due at the end of the loan term, or the accrual of original issue or market discount. Since we may recognize income before or without receiving cash representing such income, we may have difficulty meeting the requirement to distribute at least 90% of our investment company taxable income to obtain tax benefits as a RIC and may be subject to an excise tax.
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In order to satisfy the annual distribution requirement applicable to RICs, we have the ability to declare a large portion of a dividend in shares of our common stock instead of in cash. As long as a portion of such dividend is paid in cash and certain requirements are met, the entire distribution would be treated as a dividend for U.S. federal income tax purposes.
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Related Parties
We have entered into a number of business relationships with affiliated or related parties, including the following:
•Each of the Company, TCPC Funding, and the SBIC has entered into an investment management agreement with the Advisor.
•The Administrator provides us with administrative services necessary to conduct our day-to-day operations. For providing these services, facilities and personnel, the Administrator may be reimbursed by us for expenses incurred by the Administrator in performing its obligations under the administration agreement, including our allocable portion of the cost of certain of our officers and the Administrator’s administrative staff and providing, at our request and on our behalf, significant managerial assistance to our portfolio companies to which we are required to provide such assistance. The Administrator is an affiliate of the Advisor and certain other series and classes of SVOF/MM, LLC serve as the general partner or managing member of certain other funds managed by the Advisor.
•We have entered into a royalty-free license agreement with BlackRock and the Advisor, pursuant to which each of BlackRock and the Advisor has agreed to grant us a non-exclusive, royalty-free license to use the name "BlackRock" and "TCP."
The Advisor and its affiliates, employees and associates currently do and in the future may manage other funds and accounts. The Advisor and its affiliates may determine that an investment is appropriate for us and for one or more of those other funds or accounts. Accordingly, conflicts may arise regarding the allocation of investments or opportunities among us and those accounts. In general, the Advisor will allocate investment opportunities pro rata among us and the other funds and accounts (assuming the investment satisfies the objectives of each) based on the amount of committed capital each then has available. The allocation of certain investment opportunities in private placements is subject to independent director approval pursuant to the terms of the co-investment exemptive order applicable to us. In certain cases, investment opportunities may be made other than on a pro rata basis. For example, we may desire to retain an asset at the same time that one or more other funds or accounts desire to sell it or we may not have additional capital to invest at a time the other funds or accounts do. If the Advisor is unable to manage our investments effectively, we may be unable to achieve our investment objective. In addition, the Advisor may face conflicts in allocating investment opportunities between us and certain other entities that could impact our investment returns. While our ability to enter into transactions with our affiliates is restricted under the 1940 Act, we have received an exemptive order from the SEC permitting certain affiliated investments subject to certain conditions. As a result, we may face conflict of interests and investments made pursuant to the exemptive order conditions which could in certain circumstances affect adversely the price paid or received by us or the availability or size of the position purchased or sold by us.
Recent Developments
From October 1, 2020 through October 30, 2020, the Company has invested approximately $18.0 million primarily in three senior secured loans with a combined effective yield of approximately 10.9%.
On October 29, 2020, the Company’s board of directors re-approved the Company Repurchase Plan, to be in effect through the earlier of two trading days after the Company’s fourth quarter 2020 earnings release or such time as the approved $50.0 million repurchase amount has been fully utilized, subject to certain conditions.
On October 2, 2020, the Company issued an additional $50.0 million of its 2024 Notes. The additional 2024 Notes are treated as a single series with the previously issued 2024 Notes under the indenture and have the same terms. Upon the issuance of the additional 2024 Notes, the outstanding aggregate principal amount of the Company’s 2024 Notes is $250,000,000.
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On November 2, 2020, the Company’s board of directors declared a fourth quarter dividend of $0.30 per share payable on December 31, 2020 to stockholders of record as of the close of business on December 17, 2020.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are subject to financial market risks, including changes in interest rates. At September 30, 2020, 92.4% of debt investments in our portfolio bore interest based on floating rates, such as LIBOR, EURIBOR, the Federal Funds Rate or the Prime Rate. The interest rates on such investments generally reset by reference to the current market index after one to six months. At September 30, 2020, the percentage of floating rate debt investments in our portfolio that were subject to an interest rate floor was 81.7%. Floating rate investments subject to a floor generally reset by reference to the current market index after one to six months only if the index exceeds the floor.
Interest rate sensitivity refers to the change in earnings that may result from changes in the level of interest rates. Because we fund a portion of our investments with borrowings, our net investment income is affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. We assess our portfolio companies periodically to determine whether such companies will be able to continue making interest payments in the event that interest rates increase. There can be no assurances that the portfolio companies will be able to meet their contractual obligations at any or all levels of increases in interest rates.
Based on our September 30, 2020 balance sheet, the following table shows the annual impact on net investment income (excluding the related incentive compensation impact) of base rate changes in interest rates (considering interest rate floors for variable rate instruments and the fact that our assets and liabilities may not have the same base rate period as assumed in this table) assuming no changes in our investment and borrowing structure:
Basis Point Change
Interest income
Interest Expense
Net Investment Income
Up 300 basis points
$
31,760,801
$
(8,642,328)
$
23,118,473
Up 200 basis points
17,101,229
(5,761,552)
11,339,677
Up 100 basis points
4,598,975
(2,880,776)
1,718,199
Down 100 basis points
(615,688)
682,427
66,739
Down 200 basis points
(615,688)
682,427
66,739
Down 300 basis points
(615,688)
682,427
66,739
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Item 4. Controls and Procedures
As 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) under the Exchange Act). Based on our evaluation, our management, including the chief executive officer and chief financial officer, concluded that our disclosure controls and procedures were effective in timely alerting management, including the chief executive officer and chief financial officer, of material information about us required to be included in our periodic SEC filings. However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, are based upon certain assumptions about the likelihood of future events and 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 possible controls and procedures. There has not been any change in our internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
PART II - Other Information
Item 1. Legal Proceedings
Although we may, from time to time, be involved in litigation arising out of our operations in the normal course of business or otherwise, as of September 30, 2020, we are currently not a party to any pending material legal proceedings.
Item 1A. Risk Factors
There have been no material changes from the risk factors previously disclosed in our most recent annual report on Form 10-K, as filed with the Securities and Exchange Commission on February 26, 2020, except as below.
Events outside of our control, including public health crises such as the novel coronavirus (“COVID-19”), may negatively affect the results of our operations.
As of the filing date of this Quarterly Report, there is an outbreak of a highly contagious form of a novel coronavirus known as “COVID-19.” COVID-19 has been declared a pandemic by the World Health Organization and, in response to the outbreak, the U.S. Health and Human Services Secretary has declared a public health emergency in the United States. COVID-19 has had a devastating impact on the global economy, including the U.S. economy, and has resulted in a global economic recession. Many states, including those in which we and our portfolio companies operate, have issued orders requiring the closure of non-essential businesses and/or requiring residents to stay at home. The COVID-19 pandemic and preventative measures taken to contain or mitigate its spread have caused, and are continuing to cause, business shutdowns, cancellations of events and travel, significant reductions in demand for certain goods and services, reductions in business activity and financial transactions, supply chain interruptions and overall economic and financial market instability both globally and in the United States. Such effects will likely continue for the duration of the pandemic, which is uncertain, and for some period thereafter. Potential consequences of the current unprecedented measures taken in response to the spread of COVID-19, and current market disruptions and volatility that may impact our business include, but are not limited to:
•sudden, unexpected and/or severe declines in the market price of our securities or net asset value;
•inability of the Company to accurately or reliably value its portfolio;
•inability of the Company to comply with certain asset coverage ratios that would prevent the Company from paying dividends to our common stockholders and that could result breaches of covenants or events of default under our credit agreement or debt indentures;
•inability of the Company to pay any dividends and distributions or service its debt;
•inability of the Company to maintain its status as a regulated investment company (“RIC”) under the Internal Revenue Code of 1986, as amended (the “Code”);
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•increased risk of default or bankruptcy by the companies in which we invest;
•increased risk of companies in which we invest being unable to weather an extended cessation of normal economic activity and thereby impairing their ability to continue functioning as a going concern;
•reduced economic demand resulting from mass employee layoffs or furloughs in response to governmental action taken to slow the spread of COVID-19, which could impact the continued viability of the companies in which we invest;
•companies in which we invest being disproportionally impacted by governmental action aimed at slowing the spread of COVID-19 or mitigating its economic effects;
•limited availability of new investment opportunities;
•inability for us to replace our existing leverage when it becomes due or replace it on terms as favorable as our existing leverage;
•a reduction in interest rates, including interest rates based on LIBOR and similar benchmarks, which may adversely impact our ability to lend money at attractive rates; and
•general threats to the Company’s ability to continue investment operations and to operate successfully as a business development company.
The COVID-19 pandemic (including the preventative measures taken in response thereto) has to date (i) created significant business disruption issues for certain of our portfolio companies, and (ii) materially and adversely impacted the value and performance of certain of our portfolio companies. The COVID-19 pandemic is continuing as of the filing date of this Quarterly Report, and its extended duration may have further adverse impacts on our portfolio companies after September 30, 2020, including for the reasons described below. Although on March 27, 2020, the U.S. government enacted the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which contains provisions intended to mitigate the adverse economic effects of the COVID-19 pandemic, it is uncertain whether, or how much, our portfolio companies will be able to benefit from the CARES Act or any other subsequent legislation intended to provide financial relief or assistance. As a result of this disruption and the pressures on their liquidity, certain of our portfolio companies have been, or may continue to be, incentivized to draw on most, if not all, of the unfunded portion of any revolving or delayed draw term loans made by us, subject to availability under the terms of such loans.
The effects described above on our portfolio companies could impact their ability to make payments on their loans on a timely basis and may impact their ability to continue making their loan payments on a timely basis or meeting their loan covenants. The inability of portfolio companies to make timely payments or meet loan covenants may in the future require us to undertake amendment actions with respect to our investments or to restructure our investments, which may include the need for us to make additional investments in our portfolio companies (including debt or equity investments) beyond any existing commitments, exchange debt for equity, or change the payment terms of our investments to permit a portfolio company to pay a portion of its interest through payment-in-kind, which would defer the cash collection of such interest and add it to the principal balance, which would generally be due upon repayment of the outstanding principal.
The COVID-19 pandemic has adversely impacted the fair value of our investments as of September 30, 2020, and the values presently assigned may differ materially from the values that we may ultimately realize with respect to our investments. The impact of the COVID-19 pandemic may not yet be fully reflected in the valuation of our investments as our valuations, and particularly valuations of private investments and private companies, are inherently uncertain, may fluctuate over short periods of time and are often based on estimates, comparisons and qualitative evaluations of private information that is often historical. As a result, our valuations at September 30, 2020 may not show the complete or continuing impact of the COVID-19 pandemic and the resulting measures taken in response thereto. In addition, write downs in the value of our investments have reduced, and any additional write downs may further reduce, our net asset value (and, as a result, our asset coverage calculation). Accordingly, we may continue to incur additional net unrealized losses or may incur realized losses after September 30, 2020, which could have a material adverse effect on our business, financial condition and results of operations.
The volatility and disruption to the global economy from the COVID-19 pandemic is impacting the pace of our investment activity, which could adversely impact our results of operations. This volatility and disruption has also increased spreads in the private debt capital markets.
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In response to the COVID-19 pandemic, Tennenbaum Capital Partners, LLC (the “Advisor”) instituted a work from home policy. Although certain employees are currently allowed to return to their offices in certain circumstances, subject to health and safety protocols, it is expected that most employees will continue to work remotely for the foreseeable future. Extended periods could strain our technology resources and introduce operational risks, including heightened cybersecurity risk. Remote working environments may be less secure and more susceptible to hacking attacks, including phishing and social engineering attempts that seek to exploit the COVID-19 pandemic.
Despite actions of the U.S. federal government and foreign governments, the uncertainty surrounding the COVID-19 pandemic and other factors has contributed to significant volatility and declines in the global public equity markets and global debt capital markets, including the market price of shares of our common stock and the trading prices of our issued debt securities. Shares of our common stock are trading below our net asset value as of the filing date of this Quarterly Report. Market conditions and our trading discount to net asset value may make it difficult for us to raise equity capital because, even though we have approval from our stockholders to sell shares of our common stock at a price below net asset value, we must first obtain approval for such sales from our independent directors and the approval we have obtained from our common stockholders for such sales is only effective until May 15, 2021 unless approved again by our common stockholders for another 12 month period. Absent such stockholder and independent director approval, subject to some limited exceptions, as a BDC we are generally not able to sell shares of our common stock at a price less than net asset value. Moreover, these market conditions may make it difficult to access or obtain new indebtedness with similar terms to our existing indebtedness or otherwise have a negative effect on our cost of capital. See “Risk Factors-Risks Relating to Our Business-Capital markets may experience periods of disruption and instability. Such market conditions may materially and adversely affect debt and equity capital markets in the United States and abroad, which may have a negative impact on our business and operations.” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019.
It is virtually impossible to determine the ultimate impact of COVID-19 at this time. Further, the extent and strength of any economic recovery after the COVID-19 pandemic abates, including following any "second wave" or other intensifying of the pandemic, is uncertain and subject to various factors and conditions. Accordingly, an investment in the Company is subject to an elevated degree of risk as compared to other market environments.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
(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
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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.
