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Preliminary Proxy Statement
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☐ |
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☐ |
Definitive Proxy Statement
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☐ |
Definitive Additional Materials
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☐ |
Soliciting Material Pursuant to §240.14a-12
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BLACKROCK TCP CAPITAL CORP.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)
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☒
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No fee required.
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☐
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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☐
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Fee paid previously with preliminary materials.
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☐
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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1. |
To elect all eight Director nominees to the Board of Directors of the Company to serve until the 2022 Annual Meeting of Stockholders of the Company, or until his or her successor is duly elected and qualifies;
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2. |
To consider and vote on a proposal to renew the Company’s authorization, with approval of its Board of Directors, to sell shares of the Company’s common stock (for up to the next 12 months) at a price or prices
below its then current net asset value per share in one or more offerings, subject to certain limitations set forth in the proxy statement (including, without limitation, that the number of shares sold on any given date does not exceed 25% of
the Company’s then outstanding common stock immediately prior to such sale); and
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3. |
To transact such other business as may properly come before the Annual Meeting and any adjournments, postponements or delays thereof.
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● |
this Proxy Statement;
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● |
the accompanying Notice of Annual Meeting; and
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● |
the Company’s Annual Report for the fiscal year ended December 31, 2020.
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1. |
To elect all eight Director nominees to the Board of Directors of the Company to serve until the 2022 Annual Meeting of Stockholders of the Company, or until his or her successor is duly elected and qualifies;
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2. |
To consider and vote on a proposal to renew the Company’s authorization, with approval of its Board of Directors, to sell shares of the Company’s common stock at a price or prices below its then current net asset
value per share in one or more offerings (for up to the next 12 months), subject to certain limitations set forth herein (including, without limitation, that the number of shares sold on any given date does not exceed 25% of the Company’s
then outstanding common stock immediately prior to such sale); and
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3. |
To transact such other business as may properly come before the Annual Meeting and any adjournments, postponements or delays thereof.
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Title of Class
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Name and Address of
Beneficial Owner |
Amount and Nature of
Beneficial Ownership |
Percent of
Class |
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5% or more holders
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None
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Interested Directors
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Common Stock
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Howard M. Levkowitz(1)
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[217,567]
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*
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Common Stock
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Rajneesh Vig
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[59,750]
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*
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Independent Directors
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Common Stock
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Kathleen A. Corbet
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[10,000]
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*
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Common Stock
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Eric J. Draut
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[52,532]
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*
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Common Stock
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Andrea L. Petro
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[4,523]
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*
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Common Stock
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M. Freddie Reiss
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[25,000]
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*
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Common Stock
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Peter E. Schwab
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[8,500]
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*
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Common Stock
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Karyn L. Williams
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[725]
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*
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Executive Officers
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Common Stock
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Paul L. Davis
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[28,500]
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*
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Common Stock
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Elizabeth Greenwood
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[1,000]
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*
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Common Stock
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Charles C.S. Park
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0
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*
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(1) |
The amount of beneficial ownership of our shares by Mr. Levkowitz contained herein includes [ ] shares owned directly, [ ] shares owned indirectly as Uniform Transfers to Minors Act custodian for
minor children and [ ] shares owned indirectly through the Elayne Levkowitz Individual Retirement Account.
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* |
Represents less than 1%.
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Name of Director
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Dollar Range of Equity
Securities in the Company(1) |
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Interested Directors
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Howard M. Levkowitz
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Over $100,000
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Rajneesh Vig
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Over $100,000
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Independent Directors
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Kathleen A. Corbet
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Over $100,000
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Eric J. Draut(2)
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Over $100,000
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Andrea L. Petro
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$50,001-$100,000
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M. Freddie Reiss(2)
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Over $100,000
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Peter E. Schwab(2)
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Over $100,000
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Karyn L. Williams
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$1-$10,000
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(1) |
Dollar ranges are as follows: none, $1 – $10,000, $10,001 – $50,000, $50,001 – $100,000, or over $100,000.
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(2) |
Mr. Draut has a capital commitment of $750,000 in Tennenbaum Opportunities Fund VI, LLC (“TOF VI”), and $500,000 in Tennenbaum Special Situations Fund IX, LLC (“Fund IX”), two private investment
funds advised by the Advisor. Mr. Reiss has capital commitments of $250,000 in TOF VI, $250,000 in Fund IX, $250,000 in Tennenbaum Opportunities Fund V, LLC, and $150,000 in Special Value Opportunities Fund, LLC (“SVOF LLC”), two additional
private investment funds advised by the Advisor. Mr. Schwab has a capital commitment of $250,000 in Fund IX.
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Name, Address
and Age |
Position(s)
Held with Fund |
Term of Office and Length of Time Served
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Principal Occupation(s)
During Past Five Years |
No. of Portfolios in Fund Complex Overseen
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Other Public or Investment Company Directorships Held by Director*
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Independent Director Nominees
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Kathleen A. Corbet
2951 28th Street, Suite 1000, Santa Monica, California 90405 Year of birth: 1960 |
Director, Governance and Compensation Committee Member, Audit Committee Member and Joint Transactions Committee Member
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2021; 2017 to present
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Ms. Corbet is principal of Cross Ridge Capital, LLC, a firm she founded in 2008, which specializes in private investing and strategic consulting in the fin/tech and data sectors. From 2004 until
2007, Ms. Corbet served as president of Standard & Poor’s, a provider of financial market intelligence. From 1993 until 2004, Ms. Corbet held several executive positions with Alliance Bernstein LP, an investment management and research
firm, including as executive vice president and chief executive officer of the Alliance fixed income division. Since 2008, Ms. Corbet has been a director of MassMutual Financial Group, a mutual life insurance company, where she currently
serves on the technology and governance committee and investment committee and has previously served as lead director, chair of the audit committee and as a member of the executive committee. In 2016, Ms. Corbet was elected to serve as a
director of CEB Inc., formerly known as Corporate Executive Board, providing best practice insight and technology, where she served on the audit committee. CEB, Inc. was sold to Gartner Group in April 2017. From July 2017 to December 2020,
Ms. Corbet served as an independent director, chair of the audit committee and member of the compensation committee of AxiomSL, a private company providing enterprise-wide solutions for regulatory reporting, capital adequacy, risk
management, liquidity, compliance and data management. In December 2017, Ms. Corbet was elected to the board of directors and subsequently in December 2019 was appointed Chairman of the Waveny LifeCare Network and its affiliated companies,
a non-profit organization providing a continuum of healthcare services and living options for older adults and their families. Since 2009, Ms. Corbet has been a trustee for The Jackson Laboratory, an independent non-profit, biomedical
research institution. In August 2020, Ms. Corbet was appointed to serve a remaining elected term as a Selectman for the Town of New Canaan, Connecticut. Ms. Corbet has earned NACD Fellowship in both Governance and Board Leadership from the
National Association of Corporate Directors.
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1 BDC consisting of 1 Portfolio
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None.
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Name, Address
and Age |
Position(s)
Held with Fund |
Term of Office and Length of Time Served
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Principal Occupation(s)
During Past Five Years |
No. of Portfolios in Fund Complex Overseen
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Other Public or Investment Company Directorships Held by Director*
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Eric J. Draut
2951 28th Street, Suite 1000, Santa Monica, California 90405 Year of birth: 1957 |
Director, Audit Committee Chair, Governance and Compensation Committee Member and Joint Transactions Committee Member
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2021; 2011 to present
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From 2011 to present, Mr. Draut has been a Director, Chair of the Company’s Audit Committee, a member of the Governance and Compensation Committee and a member of the Joint Transactions Committee.
In February 2015, Mr. Draut was appointed to the Board of Thrivent Financial for Lutherans, a registered investment adviser and Fortune 500 Company, and is the chair of the Audit and Finance Committee and serves on the Investment Committee
of the Board. In February 2015, Mr. Draut was also appointed to the Board of Holy Family Ministries, operator of Holy Family School, where he served as the Interim Chief Executive Officer from 2017 to 2018. From 2008 to 2010 and again from
2014 to 2017, Mr. Draut was Chairman of the Board of Lutheran Social Services of Illinois. From 2012 to 2014, Mr. Draut was Executive Chairman and, in 2017, became chairman emeritus, of the Board of Lutheran Social Services of Illinois.
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1 BDC consisting of 1 Portfolio
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None.
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Andrea L. Petro
2951 28th Street,
Suite 1000,
Santa Monica,
California 90405
Year of birth: 1952
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Director, Audit Committee Member, Governance and Compensation Committee Member and Joint Transactions Committee Member
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2021; August 4, 2020 to present
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From July 2020 to present, Ms. Petro has served as a Director of Ready Capital Corporation. From June 2018 to February 2020, Ms. Petro served as Managing Director and Group Head of the Specialty
Commercial Finance Group of Waterfall Asset Management. Ms. Petro previously worked at Wells Fargo Capital Finance from December 2000 to December 2017 as the Executive Vice President and Group Head of the Lender Finance Division and Supply
Chain Finance Division. Ms. Petro currently serves as a member of the MS Finance Advisory Board of the McCombs School of Business at the University of Texas at Austin and as a member of the board of directors of the Secured Finance
Foundation (formerly known as the Commercial Finance Association (“CFA” )). She also served as the President of the CFA from 2016 to 2017 and currently serves as a member of the Secured Finance Foundation board of directors.
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1 BDC consisting of 1 Portfolio
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None.
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Name, Address
and Age |
Position(s)
Held with Fund |
Term of Office and Length of Time Served
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Principal Occupation(s)
During Past Five Years |
No. of Portfolios in Fund Complex Overseen
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Other Public or Investment Company Directorships Held by Director*
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M. Freddie Reiss
2951 28th Street, Suite 1000, Santa Monica, California 90405 Year of birth: 1947 |
Director, Audit Committee Member, Governance and Compensation Committee Chair and Joint Transactions Committee Member
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2021; 2016 to present
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From 2016 to present, Mr. Reiss has been a Director, Audit Committee Member, Governance and Compensation Committee Chair and Joint Transactions Committee Member. Mr. Reiss currently serves as an
independent director of both Woodbridge Wind-Down Entity LLC, and its parent, Woodbridge Liquidation Trust, on which he is also the Chair of the Audit Committee. From August 2018 until April 2019, he served as an independent director of the
JH Group of Companies. From October 2018 until February 2019 Mr. Reiss was an independent director of National Stores et al. From May 2018 until August 2018, Mr. Reiss was Special Advisor to Board of Directors of Shipston Group of
Companies. From March 2017 to August 2017, Mr. Reiss was an independent director of Classic Party Rentals. From March 2016 to November 2016, Mr. Reiss was a Director, Audit Committee Chair and member of the Nominating and Governance
Committee of Ares Dynamic Credit Allocation Fund, Inc., a closed end management investment company. From February 2012 to November 2016, Mr. Reiss was Chairman of the Audit Committee and an independent board member for Contech Engineered
Solutions, an engineering solutions provider. From September 2014 to November 2016, Mr. Reiss was Managing Member and Director of Variant Holdings LLC, a real estate operating company. Prior to 2013, Mr. Reiss was Senior Managing Director
of FTI Consulting Inc.
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1 BDC consisting of 1 Portfolio
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None.
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Peter E. Schwab
2951 28th Street, Suite 1000, Santa Monica, California 90405 Year of birth: 1943 |
Director, Governance and Compensation Committee Member, Audit Committee Member and Joint Transactions Committee Member
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2021; 2012 to present
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From 2012 to present, Mr. Schwab has been a Director, Governance and Compensation Committee Member, Audit Committee Member and Joint Transactions Committee Member. Mr. Schwab
currently is an emeritus member of the board of advisors for the Entrepreneurial Studies Center at the University of California, Los Angeles School of Business, is a board member for the Cardiovascular Research Foundation of Southern
California, a board member of asset-based lender, Stonegate Capital, and a board member of West Coast Sports Associates, a nonprofit organization providing economically disadvantaged children in Southern California the opportunity to
participate in sports. Mr. Schwab is also a member of the board of directors of Rexford Industrial Realty, Inc., an NYSE publicly traded real estate investment
trust, where he serves on the audit committee, compensation committee, and nominating and corporate governance committee. Mr. Schwab has 39 years of experience in the asset-based lending industry, most recently as chairman and chief
executive officer of Wells Fargo Capital Finance, a unit of Wells Fargo & Company. Prior to joining Wells Fargo Capital Finance (and its predecessor firm Foothill Capital Corporation), he was vice president of business development
with Aetna Business Credit (now known as Barclays American Business Credit). He started his career as business development officer at the National Acceptance Company of California, an asset-based lender.
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1 BDC consisting of 1 Portfolio
|
Rexford Industrial Realty, Inc.
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Name, Address
and Age |
Position(s)
Held with Fund |
Term of Office and Length of Time Served
|
Principal Occupation(s)
During Past Five Years |
No. of Portfolios in Fund Complex Overseen
|
Other Public or Investment Company Directorships Held by Director*
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Karyn L. Williams
2951 28th Street, Suite 1000, Santa Monica California 90405 Year of birth: 1964 |
Director, Governance and Compensation Committee Member, Audit Committee Member and Joint Transactions Committee Member
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2021; 2018 to present
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From August 2018 to present, Ms. Williams has been a Director, Audit Committee Member, Governance and Compensation Committee Member and Joint Transactions Committee Member. Ms. Williams is the
Founder of Hightree Advisors and Hightree Group, independent advisory businesses that respectively provide investment and risk management consulting to institutional investors. Since 2016, she was Head of Client Solutions at Two Sigma
Advisors. Prior to Two Sigma from 2013 to 2016, Ms. Williams was Chief Investment Officer and Head of Insurance Investments at Farmers Group, Inc, an insurance company. From 2001 to 2013, Ms. Williams was a partner at Wilshire Associates,
Inc. where she held roles as senior investment consultant, risk consultant, and Head of Total Fund Analytics. She is a graduate of Arizona State University where she earned a B.S. in Economics and a Ph.D. in Finance.
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1 BDC consisting of 1 Portfolio
|
None
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Interested Director Nominees†
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|||||
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Howard M.
Levkowitz 2951 28th Street, Suite 1000, Santa Monica, California 90405 Year of birth: 1967 |
Director and Chief Executive Officer
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2021; 2006 to present
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Mr. Levkowitz is Chair of the Board of Directors and Chief Executive Officer of the Company. Prior to 2012, Mr. Levkowitz served as President of the Company. Mr. Levkowitz serves as executive
officer of other consolidated funds managed by the Advisor. From 1999 to 2004 he was a Portfolio Manager at the Advisor. From 2005 to 2018, he was a Managing Partner of the Advisor, and is currently a Managing Director of the Advisor.
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1 BDC consisting of 1 Portfolio
|
None.
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Rajneesh Vig
2951 28th Street, Suite 1000, Santa Monica, California 90405 Year of birth: 1971 |
Director; President and Chief Operating Officer
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2021; 2012 to present (President); 2013 to present (Director and Chief Operating Officer)
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In 2012, Mr. Vig became President of the Company. In 2013, Mr. Vig became a Director and the Chief Operating Officer of the Company. Mr. Vig is also as an executive officer of other consolidated
funds managed by the Advisor. Since 2011, Mr. Vig has been a Managing Partner of the Advisor. From 2009 to 2010, he was a Partner of the Advisor. From 2006 to 2008, he was a Managing Director of the Advisor. Since 2007, Mr. Vig has been a
Director of Dialogic Inc., and its predecessor entity, Dialogic Corporation, a communications technology solutions provider.
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1 BDC consisting of 1 Portfolio
|
None.
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Executive Officers Who Are Not Directors
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|||||
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Paul L. Davis
2951 28th Street, Suite 1000, Santa Monica, California 90405 Year of birth: 1973 |
Chief Financial Officer
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N/A; 2008 to present
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Mr. Davis has been the Chief Financial Officer of the Company since 2008. From 2004 to August 2008, Mr. Davis was Chief Compliance Officer of the Company and Chief Compliance Officer and Vice
President of Finance of the Advisor. From 2010 to 2018, he was Chief Financial Officer of the Advisor; and is currently a Managing Director of the Advisor. Mr. Davis is Chief Financial Officer of other funds managed by the Advisor.
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N/A
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N/A
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Name, Address
and Age |
Position(s)
Held with Fund |
Term of Office and Length of Time Served
|
Principal Occupation(s)
During Past Five Years |
No. of Portfolios in Fund Complex Overseen
|
Other Public or Investment Company Directorships Held by Director*
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Elizabeth
Greenwood 2951 28th Street, Suite 1000, Santa Monica, California 90405 Year of birth: 1963 |
General Counsel and Secretary
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N/A; 2007 to present as Secretary; 2017 to present as General Counsel; 2008 to 2021 as Chief Compliance Officer
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Ms. Greenwood became Secretary of the Company in 2007, Chief Compliance Officer in 2008 and General Counsel in 2017. From 2007 to 2008, she was Associate General Counsel at the Advisor; from 2008
to 2018, she was Chief Compliance Officer and General Counsel of the Advisor; from 2018 to present, she has been a Managing Director of the Advisor and of other funds managed by the Advisor.
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N/A
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N/A
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Charles C. S. Park
40 East 52nd Street,
19th Floor
New York, New York 10022
Year of birth: 1967
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Chief Compliance Officer
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N/A; 2021 to present
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Charles C.S. Park is Chief Compliance Officer of the Company and the Investment Manager. Mr. Park is the Chief Compliance Officer to BlackRock’s U.S. Mutual Funds (since 2014), Closed-End Funds (since 2014),
and iShares Exchange-Traded Funds (since 2006) (the “Funds”) and the Funds’ registered investment advisers, the Investment Manager and BlackRock Fund Advisors. Mr. Park became a Managing Director of BlackRock following the merger of
Barclays Global Investors (“BGI”) with BlackRock in 2009 (the “Merger”). Prior to the Merger, from 2006, he served as Chief Compliance Officer to BGI’s Mutual Funds and iShares Exchange-Traded Funds and their registered investment adviser,
Barclays Global Fund Advisors. Prior to joining BGI, Mr. Park was employed by American Century Investments where he served as Chief Compliance Officer from 2004 to 2006 and as Counsel from 1995 to 2004.
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N/A
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N/A
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* |
Directorships disclosed under this column do not include directorships disclosed under the column “Principal Occupation(s) During Past Five Years.”
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† |
Messrs. Levkowitz and Vig are “interested persons” (as defined in the 1940 Act) of the Company by virtue of their current positions with the Advisor.
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● |
We have entered into an investment management agreement with the Advisor.
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● |
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 portfolio companies to which we are required to provide such assistance.
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● |
We have entered into a royalty-free license agreement with the Advisor and BlackRock, Inc., pursuant to which the Advisor and BlackRock have agreed to grant us a non-exclusive, royalty-free license to use the name
“TCP” and “BlackRock.”
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Stock Price
|
Premium/
Discount of High Sales Price to NAV(3) |
Premium/
(Discount) of Low Sales Price to NAV(3) |
||||||||||||
|
NAV(1)
|
High(2)
|
Low(2)
|
||||||||||||
Fiscal year ended December 31, 2019
|
|
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First Quarter
|
$
|
14.18
|
|
$
|
14.87
|
|
$
|
13.21
|
|
|
4.9
|
%
|
|
(6.8
|
)%
|
Second Quarter
|
|
13.64
|
|
|
14.77
|
|
|
14.05
|
|
|
8.3
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%
|
|
(3.0
|
)%
|
Third Quarter
|
|
13.59
|
|
|
14.32
|
|
|
13.16
|
|
|
5.4
|
%
|
|
(3.2
|
)%
|
Fourth Quarter
|
|
13.21
|
|
|
14.48
|
|
|
13.15
|
|
|
9.6
|
%
|
|
(0.5
|
)%
|
Fiscal year ended December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
$
|
11.76
|
|
$
|
14.75
|
|
$
|
4.40
|
|
|
25.4
|
%
|
|
(62.6
|
)%
|
Second Quarter
|
|
12.21 |
|
|
10.82 |
|
|
5.22 |
|
|
(11.4
|
)%
|
|
(57.2
|
)%
|
Third Quarter
|
|
12.71
|
|
|
10.28
|
|
|
8.75
|
|
|
(19.1
|
)%
|
|
(31.2
|
)%
|
Fourth Quarter
|
|
13.24 |
|
|
12.37 |
|
|
9.22 |
|
|
(6.6 |
)%
|
|
(30.4
|
)%
|
Fiscal year ended December 31, 2021
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
First Quarter (to [March 29, 2021])
|
$
|
|
(4)
|
$
|
[ ]
|
|
$
|
[ ]
|
|
|
|
%(4)
|
|
|
%(4)
|
(1) |
NAV per share is determined as of the last day in the relevant quarter and therefore may not reflect the NAV per share on the date of the high and low sales prices. The NAVs shown are based on
outstanding shares at the end of each period.
|
(2) |
The High/Low Stock Price is calculated as of the closing price on a given day in the applicable quarter.
|
(3) |
Calculated as of the respective High/Low Stock Price divided by the quarter end NAV.
|
(4) |
NAV has not yet been finally determined for any day after December 31, 2020.
|
● |
a majority of our Independent Directors and a majority of the Company’s Directors who have no financial interest in the sale have approved the sale as in the best interests of the Company and its stockholders;
|
● |
a majority of such Directors, who are not interested persons of us, in consultation with the underwriter or underwriters of the offering if it is to be underwritten, or a sales manager or sales managers, have
determined in good faith, and as of a time immediately prior to the first solicitation by or on behalf of us of firm commitments to purchase such securities or immediately prior to the issuance of such shares of our common stock, that the
price at which such shares of our common stock are to be sold is not less than a price which closely approximates the market value of those shares of our common stock, less any underwriting commission or discount, which could be substantial;
and
|
● |
the number of shares to be sold on any given date pursuant to such authority does not exceed 25% of the Company’s then outstanding common stock immediately prior to each such sale.
|
|
|
Example 1
5% Offering at 5% Discount |
Example 2
10% Offering at 10% Discount |
Example 3
25% Offering at 25% Discount |
Example 4
25% Offering at 100% Discount |
||||||||||||||||||||||
|
Prior to Sale
Below NAV |
Following
Sale |
%
Change |
Following
Sale |
%
Change |
Following
Sale |
%
Change |
Following
Sale |
%
Change |
||||||||||||||||||
Offering Price
|
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Price per Share to Public
|
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|
|
$
|
13.21
|
|
|
|
|
$
|
12.51
|
|
|
|
|
$
|
10.43
|
|
|
|
|
|
—
|
|
|
|
|
Net Proceeds per Share to Issuer
|
|
|
|
$
|
12.55
|
|
|
|
|
$
|
11.89
|
|
|
|
|
$
|
9.91
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Decrease to NAV
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Shares Outstanding
|
|
58,767,000
|
|
|
61,705,350
|
|
|
5.00
|
%
|
|
64,643,700
|
|
|
10.00
|
%
|
|
73,458,750
|
|
|
25.00
|
%
|
|
73,458,750
|
|
|
25.00
|
%
|
NAV per Share
|
$
|
13.21
|
|
$
|
13.18
|
|
|
-0.24
|
%
|
|
13.09
|
|
|
-0.91
|
%
|
$
|
12.55
|
|
|
-5.00
|
%
|
$
|
10.57
|
|
|
-20.00
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dilution to Stockholder
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares Held by Stockholder A
|
|
587,670
|
|
|
587,670
|
|
|
—
|
|
|
587,670
|
|
|
—
|
|
|
587,670
|
|
|
—
|
|
|
587,670
|
|
|
—
|
|
Percentage Held by Stockholder A
|
|
1.0
|
%
|
|
0.95
|
%
|
|
-4.76
|
%
|
|
0.91
|
%
|
|
-9.09
|
%
|
|
0.80
|
%
|
|
-20.00
|
%
|
|
0.80
|
%
|
|
-20.00
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Asset Values
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total NAV Held by Stockholder A
|
$
|
7,763,190
|
|
$
|
7,744,706
|
|
|
-0.24
|
%
|
$
|
7,692,616
|
|
|
-0.91
|
%
|
$
|
7,375,031
|
|
|
-5.00
|
%
|
$
|
6,210,552
|
|
|
-20.00
|
%
|
Total Investment by Stockholder A (Assumed to be $13.21 per Share)
|
$
|
7,763,190
|
|
$
|
7,763,190
|
|
|
—
|
|
$
|
7,763,190
|
|
|
—
|
|
$
|
7,763,190
|
|
|
—
|
|
$
|
7,763,190
|
|
|
—
|
|
Total Dilution to Stockholder A (Total NAV Less Total Investment)
|
|
—
|
|
$
|
18,484
|
|
|
|
|
$
|
70,574
|
|
|
|
|
$
|
388,160
|
|
|
|
|
$
|
1,552,638
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per Share Amounts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NAV per Share Held by Stockholder A
|
|
|
|
$
|
13.18
|
|
|
|
|
$
|
13.09
|
|
|
|
|
$
|
12.55
|
|
|
|
|
$
|
10.57
|
|
|
|
|
Investment per Share Held by Stockholder A (Assumed to be $13.21 per Share on Shares Held Prior to Sale)
|
$
|
13.21
|
|
$
|
13.21
|
|
|
|
|
$
|
13.21
|
|
|
|
|
$
|
13.21
|
|
|
|
|
$
|
13.21
|
|
|
|
|
Dilution per Share Held by Stockholder A (NAV per Share Less Investment per Share)
|
|
|
|
$
|
-0.03
|
|
|
|
|
$
|
-0.12
|
|
|
|
|
$
|
-0.66
|
|
|
|
|
$
|
-2.64
|
|
|
|
|
Percentage Dilution to Stockholder A (Dilution per Share Divided by Investment per Share)
|
|
|
|
|
|
|
|
-0.24
|
%
|
|
|
|
|
-0.91
|
%
|
|
|
|
|
-5.00
|
%
|
|
|
|
|
-20.00
|
%
|
2020
|
2019
|
|||||||
Audit Fees
|
$
|
684,180 |
$
|
664,700
|
||||
Audit-Related Fees
|
54,000 |
119,500
|
||||||
Tax Services Fees
|
111,283 |
135,810
|
||||||
All Other Fees
|
—
|
—
|
||||||
Total
|
$
|
849,463 |
$
|
920,010
|