UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
☒ |
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the Quarter Ended September 30, 2023
☐ |
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 ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ 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 ☒ 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 |
☒ |
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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes ☐ No ☒
The number of shares of the Registrant’s common stock, $0.001 par value, outstanding as of November 2, 2023 was 57,767,264.
BLACKROCK TCP CAPITAL CORP.
FORM 10-Q
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023
TABLE OF CONTENTS
Part I. |
Financial Information |
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|
Item 1. |
Financial Statements |
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2 |
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3 |
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4 |
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5 |
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Consolidated Schedule of Investments as of September 30, 2023 (unaudited) and December 31, 2022 |
6 |
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27 |
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56 |
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60 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
62 |
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Item 3. |
75 |
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Item 4. |
75 |
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Part II. |
77 |
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Item 1. |
76 |
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Item 1A. |
76 |
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Item 2. |
77 |
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Item 3. |
77 |
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Item 4. |
77 |
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Item 5. |
78 |
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Item 6. |
79 |
1
TABLE OF CONTENTS
BlackRock TCP Capital Corp.
Consolidated Statements of Assets and Liabilities
|
|
September 30, 2023 |
|
|
December 31, 2022 |
|
||
|
|
(unaudited) |
|
|
|
|
||
Assets |
|
|
|
|
|
|
||
Investments, at fair value: |
|
|
|
|
|
|
||
Non-controlled, non-affiliated investments (cost of $1,417,840,118 and $1,474,146,428, respectively) |
|
$ |
1,357,720,924 |
|
|
$ |
1,402,764,659 |
|
Non-controlled, affiliated investments (cost of $38,607,673 and $37,132,993, respectively) |
|
|
65,709,964 |
|
|
|
69,089,697 |
|
Controlled investments (cost of $195,494,803 and $158,500,500, respectively) |
|
|
169,889,830 |
|
|
|
137,733,285 |
|
Total investments (cost of $1,651,942,594 and $1,669,779,921, respectively) |
|
|
1,593,320,718 |
|
|
|
1,609,587,641 |
|
|
|
|
|
|
|
|
||
Cash and cash equivalents |
|
|
91,653,006 |
|
|
|
82,435,171 |
|
Interest, dividends and fees receivable |
|
|
26,660,224 |
|
|
|
20,903,797 |
|
Deferred debt issuance costs |
|
|
4,061,159 |
|
|
|
3,597,236 |
|
Prepaid expenses and other assets |
|
|
3,469,747 |
|
|
|
2,826,004 |
|
Total assets |
|
|
1,719,164,854 |
|
|
|
1,719,349,849 |
|
|
|
|
|
|
|
|
||
Liabilities |
|
|
|
|
|
|
||
Debt (net of deferred issuance costs of $3,784,018 and $5,056,427, respectively) |
|
|
970,374,273 |
|
|
|
944,005,814 |
|
Incentive fees payable |
|
|
6,010,047 |
|
|
|
4,883,575 |
|
Interest and debt related payables |
|
|
3,776,700 |
|
|
|
9,260,738 |
|
Reimbursements due to the Advisor |
|
|
1,232,776 |
|
|
|
1,498,733 |
|
Management fees payable |
|
|
— |
|
|
|
6,084,202 |
|
Distributions payable |
|
|
— |
|
|
|
2,888,363 |
|
Payable for investments purchased |
|
|
— |
|
|
|
1,937,465 |
|
Accrued expenses and other liabilities |
|
|
2,773,761 |
|
|
|
2,037,169 |
|
Total liabilities |
|
|
984,167,557 |
|
|
|
972,596,059 |
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
||
Net assets |
|
$ |
734,997,297 |
|
|
$ |
746,753,790 |
|
|
|
|
|
|
|
|
||
Composition of net assets applicable to common shareholders |
|
|
|
|
|
|
||
Common stock, $0.001 par value; 200,000,000 shares authorized, 57,767,264 and |
|
$ |
57,767 |
|
|
$ |
57,767 |
|
Paid-in capital in excess of par |
|
|
967,890,570 |
|
|
|
967,890,570 |
|
Distributable earnings (loss) |
|
|
(232,951,040 |
) |
|
|
(221,194,547 |
) |
Total net assets |
|
|
734,997,297 |
|
|
|
746,753,790 |
|
Total liabilities and net assets |
|
$ |
1,719,164,854 |
|
|
$ |
1,719,349,849 |
|
Net assets per share |
|
$ |
12.72 |
|
|
$ |
12.93 |
|
See accompanying notes to the consolidated financial statements.
2
TABLE OF CONTENTS
BlackRock TCP Capital Corp.
Consolidated Statements of Operations (Unaudited)
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
Investment income |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest income (excluding PIK): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-controlled, non-affiliated investments |
|
$ |
46,722,801 |
|
|
$ |
42,027,715 |
|
|
$ |
138,140,812 |
|
|
$ |
116,673,959 |
|
Non-controlled, affiliated investments |
|
|
48,712 |
|
|
|
38,543 |
|
|
|
141,950 |
|
|
|
105,586 |
|
Controlled investments |
|
|
2,970,153 |
|
|
|
1,970,246 |
|
|
|
7,954,881 |
|
|
|
5,706,085 |
|
PIK income: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-controlled, non-affiliated investments |
|
|
3,511,734 |
|
|
|
2,061,595 |
|
|
|
8,728,033 |
|
|
|
5,146,491 |
|
Controlled investments |
|
|
— |
|
|
|
— |
|
|
|
310,993 |
|
|
|
— |
|
Dividend income: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-controlled, non-affiliated investments |
|
|
263,420 |
|
|
|
278,321 |
|
|
|
821,599 |
|
|
|
765,404 |
|
Non-controlled, affiliated investments |
|
|
672,734 |
|
|
|
597,715 |
|
|
|
1,960,002 |
|
|
|
1,741,419 |
|
Controlled investments |
|
|
— |
|
|
|
855,124 |
|
|
|
— |
|
|
|
3,419,023 |
|
Other income: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-controlled, non-affiliated investments |
|
|
21,387 |
|
|
|
331,420 |
|
|
|
376,209 |
|
|
|
657,153 |
|
Non-controlled, affiliated investments |
|
|
— |
|
|
|
45,650 |
|
|
|
45,650 |
|
|
|
97,503 |
|
Total investment income |
|
|
54,210,941 |
|
|
|
48,206,329 |
|
|
|
158,480,129 |
|
|
|
134,312,623 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest and other debt expenses |
|
|
12,133,863 |
|
|
|
10,167,966 |
|
|
|
35,971,338 |
|
|
|
28,882,380 |
|
Management fees |
|
|
6,092,673 |
|
|
|
6,629,270 |
|
|
|
18,065,948 |
|
|
|
19,903,163 |
|
Incentive fees |
|
|
6,010,047 |
|
|
|
5,173,948 |
|
|
|
17,255,238 |
|
|
|
13,876,038 |
|
Professional fees |
|
|
745,978 |
|
|
|
386,531 |
|
|
|
1,519,106 |
|
|
|
1,366,919 |
|
Administrative expenses |
|
|
357,921 |
|
|
|
403,355 |
|
|
|
1,092,268 |
|
|
|
1,324,450 |
|
Director fees |
|
|
185,500 |
|
|
|
287,541 |
|
|
|
745,319 |
|
|
|
746,654 |
|
Insurance expense |
|
|
134,212 |
|
|
|
146,566 |
|
|
|
426,790 |
|
|
|
508,688 |
|
Custody fees |
|
|
94,811 |
|
|
|
80,659 |
|
|
|
276,727 |
|
|
|
241,181 |
|
Other operating expenses |
|
|
122,860 |
|
|
|
539,026 |
|
|
|
1,781,273 |
|
|
|
2,047,545 |
|
Total operating expenses |
|
|
25,877,865 |
|
|
|
23,814,862 |
|
|
|
77,134,007 |
|
|
|
68,897,018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net investment income before taxes |
|
|
28,333,076 |
|
|
|
24,391,467 |
|
|
|
81,346,122 |
|
|
|
65,415,605 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Excise tax expense |
|
|
13,164 |
|
|
|
— |
|
|
|
48,604 |
|
|
|
— |
|
Net investment income |
|
|
28,319,912 |
|
|
|
24,391,467 |
|
|
|
81,297,518 |
|
|
|
65,415,605 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Realized and unrealized gain (loss) on investments and foreign currency |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net realized gain (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-controlled, non-affiliated investments |
|
|
(128,841 |
) |
|
|
133,449 |
|
|
|
(31,153,173 |
) |
|
|
(29,235,313 |
) |
Non-controlled, affiliated investments |
|
|
— |
|
|
|
124,191 |
|
|
|
— |
|
|
|
11,172,439 |
|
Controlled investments |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(124,801 |
) |
Net realized gain (loss) |
|
|
(128,841 |
) |
|
|
257,640 |
|
|
|
(31,153,173 |
) |
|
|
(18,187,675 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net change in unrealized appreciation |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-controlled, non-affiliated investments |
|
|
(9,268,963 |
) |
|
|
(15,273,883 |
) |
|
|
11,820,648 |
|
|
|
(23,435,906 |
) |
Non-controlled, affiliated investments |
|
|
(4,131,670 |
) |
|
|
(1,568,147 |
) |
|
|
(5,339,736 |
) |
|
|
(8,726,239 |
) |
Controlled investments |
|
|
(1,967,506 |
) |
|
|
18,431,930 |
|
|
|
(4,837,760 |
) |
|
|
23,494,107 |
|
Net change in unrealized appreciation (depreciation) |
|
|
(15,368,139 |
) |
|
|
1,589,900 |
|
|
|
1,643,152 |
|
|
|
(8,668,038 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net realized and unrealized gain (loss) |
|
|
(15,496,980 |
) |
|
|
1,847,540 |
|
|
|
(29,510,021 |
) |
|
|
(26,855,713 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net increase (decrease) in net assets resulting |
|
$ |
12,822,932 |
|
|
$ |
26,239,007 |
|
|
$ |
51,787,497 |
|
|
$ |
38,559,892 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic and diluted earnings (loss) per share |
|
$ |
0.22 |
|
|
$ |
0.45 |
|
|
$ |
0.90 |
|
|
$ |
0.67 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic and diluted weighted average common |
|
|
57,767,264 |
|
|
|
57,767,264 |
|
|
|
57,767,264 |
|
|
|
57,767,264 |
|
See accompanying notes to the consolidated financial statements.
3
TABLE OF CONTENTS
BlackRock TCP Capital Corp.
Consolidated Statements of Changes in Net Assets (Unaudited)
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Shares |
|
|
Par Amount |
|
|
Paid in Capital |
|
|
Distributable |
|
|
Total Net |
|
|||||
Balance at December 31, 2022 |
|
|
57,767,264 |
|
|
$ |
57,767 |
|
|
$ |
967,890,570 |
|
|
$ |
(221,194,547 |
) |
|
$ |
746,753,790 |
|
Net investment income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
25,373,127 |
|
|
|
25,373,127 |
|
Net realized and unrealized gain (loss) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(2,659,248 |
) |
|
|
(2,659,248 |
) |
Dividends paid to shareholders |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(18,485,524 |
) |
|
|
(18,485,524 |
) |
Balance at March 31, 2023 |
|
|
57,767,264 |
|
|
$ |
57,767 |
|
|
$ |
967,890,570 |
|
|
$ |
(216,966,192 |
) |
|
$ |
750,982,145 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
27,604,479 |
|
|
|
27,604,479 |
|
Net realized and unrealized gain (loss) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(11,353,793 |
) |
|
|
(11,353,793 |
) |
Dividends paid to shareholders |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(19,640,870 |
) |
|
|
(19,640,870 |
) |
Balance at June 30, 2023 |
|
|
57,767,264 |
|
|
$ |
57,767 |
|
|
$ |
967,890,570 |
|
|
$ |
(220,356,376 |
) |
|
$ |
747,591,961 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
28,319,912 |
|
|
|
28,319,912 |
|
Net realized and unrealized gain (loss) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(15,496,980 |
) |
|
|
(15,496,980 |
) |
Dividends paid to shareholders |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(25,417,596 |
) |
|
|
(25,417,596 |
) |
Balance at September 30, 2023 |
|
|
57,767,264 |
|
|
$ |
57,767 |
|
|
$ |
967,890,570 |
|
|
$ |
(232,951,040 |
) |
|
$ |
734,997,297 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Shares |
|
|
Par Amount |
|
|
Paid in Capital |
|
|
Distributable |
|
|
Total Net |
|
|||||
Balance at December 31, 2021 |
|
|
57,767,264 |
|
|
$ |
57,767 |
|
|
$ |
966,409,911 |
|
|
$ |
(137,011,042 |
) |
|
$ |
829,456,636 |
|
Cumulative effect adjustment for the adoption of (1) |
|
|
— |
|
|
|
— |
|
|
|
(3,309,596 |
) |
|
|
3,196,507 |
|
|
|
(113,089 |
) |
Net investment income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
19,753,940 |
|
|
|
19,753,940 |
|
Net realized and unrealized gain (loss) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(7,304,980 |
) |
|
|
(7,304,980 |
) |
Dividends paid to shareholders |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(17,330,179 |
) |
|
|
(17,330,179 |
) |
Balance at March 31, 2022 |
|
|
57,767,264 |
|
|
$ |
57,767 |
|
|
$ |
963,100,315 |
|
|
$ |
(138,695,754 |
) |
|
$ |
824,462,328 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
21,270,198 |
|
|
|
21,270,198 |
|
Net realized and unrealized gain (loss) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(21,398,273 |
) |
|
|
(21,398,273 |
) |
Dividends paid to shareholders |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(17,330,179 |
) |
|
|
(17,330,179 |
) |
Balance at June 30, 2022 |
|
|
57,767,264 |
|
|
$ |
57,767 |
|
|
$ |
963,100,315 |
|
|
$ |
(156,154,008 |
) |
|
$ |
807,004,074 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
24,391,467 |
|
|
|
24,391,467 |
|
Net realized and unrealized gain (loss) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,847,540 |
|
|
|
1,847,540 |
|
Dividends paid to shareholders |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(17,330,179 |
) |
|
|
(17,330,179 |
) |
Balance at September 30, 2022 |
|
|
57,767,264 |
|
|
$ |
57,767 |
|
|
$ |
963,100,315 |
|
|
$ |
(147,245,180 |
) |
|
$ |
815,912,902 |
|
See accompanying notes to the consolidated financial statements.
4
TABLE OF CONTENTS
BlackRock TCP Capital Corp.
Consolidated Statements of Cash Flows (Unaudited)
|
|
Nine Months Ended September 30, |
|
|||||
|
|
2023 |
|
|
2022 |
|
||
Operating activities |
|
|
|
|
|
|
||
Net increase (decrease) in net assets resulting from operations |
|
$ |
51,787,497 |
|
|
$ |
38,559,892 |
|
Adjustments to reconcile net increase (decrease) in net assets resulting |
|
|
|
|
|
|
||
Net realized (gain) loss |
|
|
31,153,173 |
|
|
|
18,187,675 |
|
Change in net unrealized (appreciation) depreciation of investments |
|
|
(1,570,402 |
) |
|
|
9,426,843 |
|
Net amortization of investment discounts and premiums |
|
|
(4,285,353 |
) |
|
|
(8,012,520 |
) |
Amortization of original issue discount on debt |
|
|
159,420 |
|
|
|
147,862 |
|
Interest and dividend income paid in kind |
|
|
(7,112,215 |
) |
|
|
(5,146,491 |
) |
Amortization of deferred debt issuance costs |
|
|
2,219,197 |
|
|
|
2,282,999 |
|
Changes in assets and liabilities: |
|
|
|
|
|
|
||
Purchases of investments |
|
|
(178,394,100 |
) |
|
|
(258,229,456 |
) |
Proceeds from disposition of investments |
|
|
176,475,820 |
|
|
|
406,036,503 |
|
Decrease (increase) in interest, dividends and fees receivable |
|
|
(5,756,427 |
) |
|
|
751,857 |
|
Decrease (increase) in receivable for investments sold |
|
|
— |
|
|
|
5,790,508 |
|
Decrease (increase) in prepaid expenses and other assets |
|
|
(643,743 |
) |
|
|
(946,147 |
) |
Increase (decrease) in payable for investments purchased |
|
|
(1,937,465 |
) |
|
|
(28,536,890 |
) |
Increase (decrease) in incentive fees payable |
|
|
1,126,472 |
|
|
|
1,431,505 |
|
Increase (decrease) in interest and debt related payables |
|
|
(5,484,038 |
) |
|
|
(7,401,200 |
) |
Increase (decrease) in reimbursements due to the Advisor |
|
|
(265,957 |
) |
|
|
204,507 |
|
Increase (decrease) in management fees payable |
|
|
(6,084,202 |
) |
|
|
(6,304,176 |
) |
Increase (decrease) in accrued expenses and other liabilities |
|
|
736,592 |
|
|
|
232,166 |
|
Net cash provided by (used in) operating activities |
|
|
52,124,269 |
|
|
|
168,475,437 |
|
|
|
|
|
|
|
|
||
Financing activities |
|
|
|
|
|
|
||
Draws on credit facilities |
|
|
240,812,360 |
|
|
|
461,970,622 |
|
Repayments of credit facility draws |
|
|
(215,875,730 |
) |
|
|
(352,213,266 |
) |
Payments of debt issuance costs |
|
|
(1,410,711 |
) |
|
|
— |
|
Dividends paid to shareholders |
|
|
(66,432,353 |
) |
|
|
(51,990,537 |
) |
Repayment of convertible notes |
|
|
— |
|
|
|
(140,000,000 |
) |
Net cash provided by (used in) financing activities |
|
|
(42,906,434 |
) |
|
|
(82,233,181 |
) |
|
|
|
|
|
|
|
||
Net increase (decrease) in cash and cash equivalents (including restricted cash) |
|
|
9,217,835 |
|
|
|
86,242,256 |
|
Cash and cash equivalents (including restricted cash) at beginning of period |
|
|
82,435,171 |
|
|
|
19,552,273 |
|
Cash and cash equivalents (including restricted cash) at end of period |
|
$ |
91,653,006 |
|
|
$ |
105,794,529 |
|
|
|
|
|
|
|
|
||
Supplemental cash flow information |
|
|
|
|
|
|
||
Interest payments |
|
$ |
38,487,722 |
|
|
$ |
33,261,352 |
|
Excise tax payments |
|
$ |
48,604 |
|
|
$ |
— |
|
See accompanying notes to the consolidated financial statements
5
BlackRock TCP Capital Corp.
Consolidated Schedule of Investments (Unaudited)
September 30, 2023
Issuer |
|
Instrument |
|
Ref |
|
Floor |
|
|
Spread |
|
|
Total |
|
|
Maturity |
|
Principal |
|
|
Cost |
|
|
Fair |
|
|
% of Total |
|
|
Notes |
|||||||
Debt Investments (A) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Automobiles |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
ALCV Purchaser, Inc. (AutoLenders) |
|
First Lien Term Loan |
|
SOFR(M) |
|
|
1.00 |
% |
|
|
6.75 |
% |
|
|
12.18 |
% |
|
4/15/2026 |
|
$ |
6,012,603 |
|
|
$ |
5,956,830 |
|
|
$ |
5,856,275 |
|
|
|
0.35 |
% |
|
G/N |
ALCV Purchaser, Inc. (AutoLenders) |
|
Sr Secured Revolver |
|
SOFR(M) |
|
|
1.00 |
% |
|
|
6.75 |
% |
|
|
12.18 |
% |
|
4/15/2026 |
|
$ |
662,974 |
|
|
|
657,903 |
|
|
|
645,737 |
|
|
|
0.04 |
% |
|
G/N |
AutoAlert, LLC |
|
First Lien Incremental Term Loan |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
5.40 |
% |
|
|
10.65 |
% |
|
3/31/2028 |
|
$ |
18,812,631 |
|
|
|
18,812,631 |
|
|
|
18,812,631 |
|
|
|
1.11 |
% |
|
F/N |
AutoAlert, LLC |
|
Second Lien Incremental Term Loan |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
5.40 |
% |
|
|
10.65 |
% |
|
3/31/2029 |
|
$ |
8,915,522 |
|
|
|
8,915,522 |
|
|
|
8,915,522 |
|
|
|
0.53 |
% |
|
F/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34,342,886 |
|
|
|
34,230,165 |
|
|
|
2.03 |
% |
|
|
||||
Building Products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Porcelain Acquisition Corporation (Paramount) |
|
First Lien Term Loan |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
5.75 |
% |
|
|
11.49 |
% |
|
4/30/2027 |
|
$ |
6,150,558 |
|
|
|
6,069,222 |
|
|
|
5,916,836 |
|
|
|
0.35 |
% |
|
N |
Porcelain Acquisition Corporation (Paramount) |
|
First Lien Delayed Draw Term Loan |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
5.75 |
% |
|
|
11.49 |
% |
|
4/30/2027 |
|
$ |
930,849 |
|
|
|
918,987 |
|
|
|
895,477 |
|
|
|
0.05 |
% |
|
N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,988,209 |
|
|
|
6,812,313 |
|
|
|
0.40 |
% |
|
|
||||
Capital Markets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Pico Quantitative Trading, LLC |
|
First Lien Term Loan (1.0% Exit Fee) |
|
SOFR(Q) |
|
|
1.50 |
% |
|
|
7.25 |
% |
|
|
12.92 |
% |
|
2/7/2025 |
|
$ |
21,791,007 |
|
|
|
21,485,635 |
|
|
|
21,987,126 |
|
|
|
1.30 |
% |
|
L/N |
Pico Quantitative Trading, LLC |
|
First Lien Incremental Term Loan (1.0% Exit Fee) |
|
SOFR(Q) |
|
|
1.50 |
% |
|
|
7.25 |
% |
|
|
12.88 |
% |
|
2/7/2025 |
|
$ |
24,415,870 |
|
|
|
23,826,256 |
|
|
|
24,415,870 |
|
|
|
1.45 |
% |
|
L/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
45,311,891 |
|
|
|
46,402,996 |
|
|
|
2.75 |
% |
|
|
||||
Commercial Services & Supplies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Modigent, LLC (fka Pueblo Mechanical and Controls, LLC) |
|
First Lien Term Loan |
|
SOFR(Q) |
|
|
0.75 |
% |
|
|
6.00 |
% |
|
|
11.38 |
% |
|
8/23/2028 |
|
$ |
358,875 |
|
|
|
351,393 |
|
|
|
353,097 |
|
|
|
0.02 |
% |
|
N |
Modigent, LLC (fka Pueblo Mechanical and Controls, LLC) |
|
First Lien Delayed Draw Term Loan |
|
SOFR(Q) |
|
|
0.75 |
% |
|
|
6.00 |
% |
|
|
11.39 |
% |
|
8/23/2028 |
|
$ |
196,400 |
|
|
|
191,046 |
|
|
|
192,395 |
|
|
|
0.01 |
% |
|
N |
Modigent, LLC (fka Pueblo Mechanical and Controls, LLC) |
|
Sr Secured Revolver |
|
PRIME |
|
|
0.75 |
% |
|
|
5.00 |
% |
|
|
13.50 |
% |
|
8/23/2027 |
|
$ |
19,583 |
|
|
|
18,402 |
|
|
|
18,649 |
|
|
|
— |
|
|
N |
Thermostat Purchaser III, Inc. (Reedy Industries) |
|
Second Lien Term Loan |
|
SOFR(Q) |
|
|
0.75 |
% |
|
|
7.25 |
% |
|
|
12.82 |
% |
|
8/31/2029 |
|
$ |
7,767,802 |
|
|
|
7,673,276 |
|
|
|
7,371,644 |
|
|
|
0.44 |
% |
|
N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,234,117 |
|
|
|
7,935,785 |
|
|
|
0.47 |
% |
|
|
||||
Communications Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Plate Newco 1 Limited (Avanti) (United Kingdom) |
|
Subordinated E1 Term Loan |
|
LIBOR(Q) |
|
|
— |
|
|
12.50% PIK |
|
|
|
12.50 |
% |
|
10/13/2023 |
|
$ |
88,455 |
|
|
|
58,350 |
|
|
|
— |
|
|
|
— |
|
|
C/H/N |
|
Plate Newco 1 Limited (Avanti) (United Kingdom) |
|
Subordinated E2 Term Loan |
|
LIBOR(Q) |
|
|
— |
|
|
12.50% PIK |
|
|
|
12.50 |
% |
|
10/13/2023 |
|
$ |
265,368 |
|
|
|
174,283 |
|
|
|
— |
|
|
|
— |
|
|
C/H/N |
|
Plate Newco 1 Limited (Avanti) (United Kingdom) |
|
Subordinated F Term Loan |
|
LIBOR(Q) |
|
|
— |
|
|
12.50% PIK |
|
|
|
12.50 |
% |
|
10/13/2023 |
|
$ |
1,071,041 |
|
|
|
650,880 |
|
|
|
— |
|
|
|
— |
|
|
C/H/N |
|
Plate Newco 1 Limited (Avanti) (United Kingdom) |
|
Subordinated G Term Loan |
|
LIBOR(Q) |
|
|
— |
|
|
12.50% PIK |
|
|
|
12.50 |
% |
|
10/13/2023 |
|
$ |
315,185 |
|
|
|
198,154 |
|
|
|
— |
|
|
|
— |
|
|
C/H/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,081,667 |
|
|
|
— |
|
|
|
— |
|
|
|
||||
Construction and Engineering |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
CSG Buyer, Inc. (Core States) |
|
Sr Secured Revolver |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
6.00 |
% |
|
|
11.65 |
% |
|
3/31/2028 |
|
$ |
— |
|
|
|
(29,212 |
) |
|
|
(61,344 |
) |
|
|
— |
|
|
K/N |
CSG Buyer, Inc. (Core States) |
|
First Lien Term Loan |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
6.00 |
% |
|
|
11.65 |
% |
|
3/31/2028 |
|
$ |
8,847,846 |
|
|
|
8,670,889 |
|
|
|
8,476,236 |
|
|
|
0.49 |
% |
|
N |
CSG Buyer, Inc. (Core States) |
|
First Lien Delayed Draw Term Loan |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
6.00 |
% |
|
|
11.65 |
% |
|
3/31/2028 |
|
$ |
— |
|
|
|
(58,423 |
) |
|
|
(122,689 |
) |
|
|
-0.01 |
% |
|
K/N |
Geo Parent Corporation |
|
First Lien Term Loan |
|
SOFR(S) |
|
|
— |
|
|
|
5.25 |
% |
|
|
10.80 |
% |
|
12/29/2025 |
|
$ |
2,194,165 |
|
|
|
2,158,758 |
|
|
|
2,155,767 |
|
|
|
0.13 |
% |
|
G/N |
Homerenew Buyer, Inc. (Project Dream) |
|
First Lien Delayed Draw Term Loan |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
6.50 |
% |
|
|
12.02 |
% |
|
11/23/2027 |
|
$ |
3,600,994 |
|
|
|
3,539,659 |
|
|
|
3,485,762 |
|
|
|
0.21 |
% |
|
N |
Homerenew Buyer, Inc. (Project Dream) |
|
First Lien Term Loan |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
6.50 |
% |
|
|
12.02 |
% |
|
11/23/2027 |
|
$ |
1,682,273 |
|
|
|
1,651,681 |
|
|
|
1,628,440 |
|
|
|
0.10 |
% |
|
N |
Homerenew Buyer, Inc. (Project Dream) |
|
Sr Secured Revolver |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
6.50 |
% |
|
|
12.01 |
% |
|
11/23/2027 |
|
$ |
552,386 |
|
|
|
540,847 |
|
|
|
530,290 |
|
|
|
0.03 |
% |
|
N |
Hylan Intermediate Holding II, LLC |
|
Second Lien Term Loan |
|
SOFR(S) |
|
|
1.00 |
% |
|
|
10.00 |
% |
|
|
15.47 |
% |
|
3/11/2027 |
|
$ |
5,146,471 |
|
|
|
4,981,761 |
|
|
|
5,141,839 |
|
|
|
0.31 |
% |
|
N |
Hylan Intermediate Holding II, LLC |
|
First Lien Term Loan |
|
SOFR(S) |
|
|
1.00 |
% |
|
|
8.00 |
% |
|
|
13.47 |
% |
|
2/22/2026 |
|
$ |
4,983,707 |
|
|
|
4,983,707 |
|
|
|
4,979,222 |
|
|
|
0.30 |
% |
|
N |
LJ Avalon Holdings, LLC (Ardurra) |
|
Sr Secured Revolver |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
6.50 |
% |
|
|
11.77 |
% |
|
2/1/2029 |
|
$ |
— |
|
|
|
(22,404 |
) |
|
|
(13,403 |
) |
|
|
— |
|
|
K/N |
LJ Avalon Holdings, LLC (Ardurra) |
|
First Lien Delayed Draw Term Loan |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
6.50 |
% |
|
|
11.79 |
% |
|
2/1/2030 |
|
$ |
296,678 |
|
|
|
239,616 |
|
|
|
263,171 |
|
|
|
0.02 |
% |
|
N |
LJ Avalon Holdings, LLC (Ardurra) |
|
First Lien Term Loan |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
6.50 |
% |
|
|
11.77 |
% |
|
2/1/2030 |
|
$ |
5,139,862 |
|
|
|
4,997,665 |
|
|
|
5,057,624 |
|
|
|
0.29 |
% |
|
N |
Vortex Finance Sub, LLC |
|
First Lien Delayed Draw Term Loan |
|
SOFR(M) |
|
|
1.00 |
% |
|
|
6.00 |
% |
|
|
11.32 |
% |
|
8/31/2029 |
|
$ |
77,148 |
|
|
|
72,377 |
|
|
|
72,314 |
|
|
|
— |
|
|
N |
Vortex Finance Sub, LLC |
|
Sr Secured Revolver |
|
SOFR(M) |
|
|
1.00 |
% |
|
|
6.00 |
% |
|
|
11.33 |
% |
|
8/31/2029 |
|
$ |
9,578 |
|
|
|
7,843 |
|
|
|
7,820 |
|
|
|
— |
|
|
N |
Vortex Finance Sub, LLC |
|
First Lien Term Loan |
|
SOFR(M) |
|
|
1.00 |
% |
|
|
6.00 |
% |
|
|
11.32 |
% |
|
8/31/2029 |
|
$ |
332,031 |
|
|
|
324,670 |
|
|
|
324,561 |
|
|
|
0.02 |
% |
|
N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32,059,434 |
|
|
|
31,925,610 |
|
|
|
1.89 |
% |
|
|
||||
6
BlackRock TCP Capital Corp.
Consolidated Schedule of Investments (Unaudited) (Continued)
September 30, 2023
Issuer |
|
Instrument |
|
Ref |
|
Floor |
|
|
Spread |
|
|
Total |
|
|
Maturity |
|
Principal |
|
|
Cost |
|
|
Fair |
|
|
% of Total |
|
|
Notes |
|||||||
Debt Investments (continued) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Consumer Finance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Freedom Financial Network Funding, LLC |
|
First Lien Term Loan |
|
SOFR(S) |
|
|
1.00 |
% |
|
|
9.00 |
% |
|
|
14.54 |
% |
|
9/21/2027 |
|
$ |
7,500,000 |
|
|
$ |
7,337,815 |
|
|
$ |
7,237,500 |
|
|
|
0.43 |
% |
|
N |
Freedom Financial Network Funding, LLC |
|
First Lien Delayed Draw Term Loan |
|
SOFR(S) |
|
|
1.00 |
% |
|
|
9.00 |
% |
|
|
14.20 |
% |
|
9/21/2027 |
|
$ |
2,500,000 |
|
|
|
2,447,980 |
|
|
|
2,412,500 |
|
|
|
0.14 |
% |
|
N |
Lucky US BuyerCo, LLC (Global Payments) |
|
Sr Secured Revolver |
|
SOFR(M) |
|
|
1.00 |
% |
|
|
7.50 |
% |
|
|
12.82 |
% |
|
3/30/2029 |
|
$ |
— |
|
|
|
(7,677 |
) |
|
|
(5,030 |
) |
|
|
— |
|
|
K/N |
Lucky US BuyerCo, LLC (Global Payments) |
|
First Lien Term Loan |
|
SOFR(M) |
|
|
1.00 |
% |
|
|
7.50 |
% |
|
|
12.82 |
% |
|
3/30/2029 |
|
$ |
2,165,207 |
|
|
|
2,103,868 |
|
|
|
2,126,017 |
|
|
|
0.13 |
% |
|
N |
Money Transfer Acquisition Inc. |
|
First Lien Term Loan |
|
SOFR(M) |
|
|
1.00 |
% |
|
|
8.25 |
% |
|
|
13.67 |
% |
|
12/14/2027 |
|
$ |
6,895,930 |
|
|
|
6,771,114 |
|
|
|
6,771,803 |
|
|
|
0.40 |
% |
|
N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,653,100 |
|
|
|
18,542,790 |
|
|
|
1.10 |
% |
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Containers & Packaging |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
BW Holding, Inc. (Brook & Whittle) |
|
Second Lien Term Loan |
|
SOFR(Q) |
|
|
0.75 |
% |
|
|
7.50 |
% |
|
|
13.07 |
% |
|
12/14/2029 |
|
$ |
11,969,577 |
|
|
|
11,738,994 |
|
|
|
10,640,954 |
|
|
|
0.63 |
% |
|
N |
BW Holding, Inc. (Brook & Whittle) |
|
Second Lien Delayed Draw Term Loan |
|
SOFR(Q) |
|
|
0.75 |
% |
|
|
7.50 |
% |
|
|
13.07 |
% |
|
12/14/2029 |
|
$ |
1,110,271 |
|
|
|
1,089,200 |
|
|
|
987,031 |
|
|
|
0.06 |
% |
|
N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,828,194 |
|
|
|
11,627,985 |
|
|
|
0.69 |
% |
|
|
||||
Distributors |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Colony Display, LLC |
|
First Lien Term Loan (15% Exit Fee) |
|
SOFR(Q) |
|
|
1.00 |
% |
|
6.50% Cash + 3.00% PIK |
|
|
|
15.15 |
% |
|
6/30/2026 |
|
$ |
7,001,641 |
|
|
|
6,919,587 |
|
|
|
6,385,496 |
|
|
|
0.38 |
% |
|
L/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Diversified Consumer Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Fusion Holding Corp. (Finalsite) |
|
First Lien Term Loan |
|
SOFR(Q) |
|
|
0.75 |
% |
|
|
6.25 |
% |
|
|
11.72 |
% |
|
9/14/2029 |
|
$ |
458,797 |
|
|
|
449,839 |
|
|
|
452,053 |
|
|
|
0.03 |
% |
|
N |
Fusion Holding Corp. (Finalsite) |
|
Sr Secured Revolver |
|
SOFR(Q) |
|
|
0.75 |
% |
|
|
6.25 |
% |
|
|
11.72 |
% |
|
9/15/2027 |
|
$ |
— |
|
|
|
(673 |
) |
|
|
(551 |
) |
|
|
— |
|
|
K/N |
Razor Group GmbH (Germany) |
|
First Lien Delayed Draw Term Loan |
|
SOFR(M) |
|
|
2.00 |
% |
|
5.00% Cash + 5.00% PIK |
|
|
|
15.47 |
% |
|
4/30/2025 |
|
$ |
43,330,479 |
|
|
|
43,433,112 |
|
|
|
41,679,702 |
|
|
|
2.48 |
% |
|
H/N |
|
Razor Group GmbH (Germany) |
|
First Lien Sr Secured Convertible Term Loan |
|
Fixed |
|
|
— |
|
|
3.50% Cash + 3.50% PIK |
|
|
|
7.00 |
% |
|
4/30/2025 |
|
$ |
4,776,297 |
|
|
|
4,776,297 |
|
|
|
4,795,402 |
|
|
|
0.28 |
% |
|
H/N |
|
SellerX Germany GmbH & Co. KG (Germany) |
|
First Lien B Delayed Draw Term Loan |
|
SOFR(Q) |
|
|
2.00 |
% |
|
4.50% Cash + 4.50% PIK |
|
|
|
14.39 |
% |
|
5/23/2026 |
|
$ |
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
H/N |
|
SellerX Germany GmbH & Co. KG (Germany) |
|
First Lien A1 Term Loan |
|
SOFR(Q) |
|
|
2.00 |
% |
|
4.50% Cash + 4.50% PIK |
|
|
|
14.39 |
% |
|
5/23/2026 |
|
$ |
18,231,349 |
|
|
|
18,009,717 |
|
|
|
18,231,349 |
|
|
|
1.08 |
% |
|
H/N |
|
SellerX Germany GmbH & Co. KG (Germany) |
|
First Lien A2 Term Loan |
|
SOFR(Q) |
|
|
2.00 |
% |
|
4.50% Cash + 4.50% PIK |
|
|
|
14.39 |
% |
|
5/23/2026 |
|
$ |
20,578,700 |
|
|
|
20,302,630 |
|
|
|
20,578,700 |
|
|
|
1.22 |
% |
|
H/N |
|
Thras.io, LLC |
|
First Lien Delayed Draw Term Loan |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
7.00 |
% |
|
|
12.65 |
% |
|
12/18/2026 |
|
$ |
9,714,990 |
|
|
|
9,516,913 |
|
|
|
7,253,843 |
|
|
|
0.43 |
% |
|
G |
Thras.io, LLC |
|
First Lien Term Loan |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
7.00 |
% |
|
|
12.65 |
% |
|
12/18/2026 |
|
$ |
23,235,019 |
|
|
|
22,988,445 |
|
|
|
17,348,776 |
|
|
|
1.03 |
% |
|
G |
Whele, LLC (PerchHQ) |
|
First Lien Incremental Term Loan |
|
SOFR(M) |
|
|
1.00 |
% |
|
11.50% PIK |
|
|
|
16.95 |
% |
|
10/15/2025 |
|
$ |
19,398,793 |
|
|
|
19,467,953 |
|
|
|
14,859,476 |
|
|
|
0.88 |
% |
|
C/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
138,944,233 |
|
|
|
125,198,750 |
|
|
|
7.43 |
% |
|
|
||||
Diversified Financial Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
2-10 Holdco, Inc. |
|
First Lien Term Loan |
|
SOFR(M) |
|
|
0.75 |
% |
|
|
6.00 |
% |
|
|
11.42 |
% |
|
3/26/2026 |
|
$ |
8,082,534 |
|
|
|
8,068,890 |
|
|
|
7,918,459 |
|
|
|
0.47 |
% |
|
N |
2-10 Holdco, Inc. |
|
Sr Secured Revolver |
|
SOFR(M) |
|
|
0.75 |
% |
|
|
6.00 |
% |
|
|
11.42 |
% |
|
3/26/2026 |
|
$ |
— |
|
|
|
(935 |
) |
|
|
(14,690 |
) |
|
|
— |
|
|
K/N |
36th Street Capital Partners Holdings, LLC |
|
Senior Note |
|
Fixed |
|
|
— |
|
|
|
— |
|
|
|
12.00 |
% |
|
11/30/2025 |
|
$ |
50,131,437 |
|
|
|
50,131,437 |
|
|
|
50,131,437 |
|
|
|
2.97 |
% |
|
E/F/N |
Accordion Partners LLC |
|
First Lien Term Loan |
|
SOFR(Q) |
|
|
0.75 |
% |
|
|
6.25 |
% |
|
|
11.64 |
% |
|
8/29/2029 |
|
$ |
1,266,930 |
|
|
|
1,242,120 |
|
|
|
1,277,065 |
|
|
|
0.08 |
% |
|
N |
Accordion Partners LLC |
|
First Lien Delayed Draw Term Loan A |
|
SOFR(Q) |
|
|
0.75 |
% |
|
|
6.50 |
% |
|
|
11.89 |
% |
|
8/29/2029 |
|
$ |
101,481 |
|
|
|
99,483 |
|
|
|
102,496 |
|
|
|
0.01 |
% |
|
N |
Accordion Partners LLC |
|
Sr Secured Revolver |
|
SOFR(Q) |
|
|
0.75 |
% |
|
|
6.25 |
% |
|
|
11.64 |
% |
|
8/31/2028 |
|
$ |
— |
|
|
|
(2,077 |
) |
|
|
— |
|
|
|
— |
|
|
K/N |
Accordion Partners LLC |
|
First Lien Delayed Draw Term Loan B |
|
SOFR(Q) |
|
|
0.75 |
% |
|
|
6.25 |
% |
|
|
11.62 |
% |
|
8/29/2029 |
|
$ |
154,762 |
|
|
|
151,690 |
|
|
|
156,000 |
|
|
|
0.01 |
% |
|
N |
GC Champion Acquisition LLC (Numerix) |
|
First Lien Term Loan |
|
SOFR(S) |
|
|
1.00 |
% |
|
|
6.75 |
% |
|
|
11.28 |
% |
|
8/21/2028 |
|
$ |
698,210 |
|
|
|
686,447 |
|
|
|
684,315 |
|
|
|
0.04 |
% |
|
N |
GC Champion Acquisition LLC (Numerix) |
|
First Lien Delayed Draw Term Loan |
|
SOFR(S) |
|
|
1.00 |
% |
|
|
6.75 |
% |
|
|
11.28 |
% |
|
8/21/2028 |
|
$ |
193,947 |
|
|
|
190,662 |
|
|
|
190,088 |
|
|
|
0.01 |
% |
|
N |
Libra Solutions Intermediate Holdco, LLC et al (fka Oasis Financial, LLC) |
|
Second Lien Term Loan |
|
SOFR(M) |
|
|
1.00 |
% |
|
|
8.50 |
% |
|
|
13.94 |
% |
|
7/5/2026 |
|
$ |
17,633,544 |
|
|
|
17,428,025 |
|
|
|
17,280,873 |
|
|
|
1.02 |
% |
|
N |
Wealth Enhancement Group, LLC |
|
First Lien Delayed Draw Term Loan |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
6.25 |
% |
|
|
10.77 |
% |
|
10/4/2027 |
|
$ |
333,250 |
|
|
|
331,337 |
|
|
|
327,118 |
|
|
|
0.02 |
% |
|
N |
Wealth Enhancement Group, LLC |
|
Sr Secured Revolver |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
6.25 |
% |
|
|
11.26 |
% |
|
10/4/2027 |
|
$ |
— |
|
|
|
(100 |
) |
|
|
(348 |
) |
|
|
— |
|
|
K/N |
Worldremit Group Limited (United Kingdom) |
|
First Lien Term Loan (3.0% Exit Fee) |
|
SOFR(M) |
|
|
1.00 |
% |
|
|
9.25 |
% |
|
|
14.81 |
% |
|
2/11/2025 |
|
$ |
43,629,951 |
|
|
|
43,291,294 |
|
|
|
42,451,942 |
|
|
|
2.52 |
% |
|
H/L/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
121,618,273 |
|
|
|
120,504,755 |
|
|
|
7.15 |
% |
|
|
||||
7
BlackRock TCP Capital Corp.
Consolidated Schedule of Investments (Unaudited) (Continued)
September 30, 2023
Issuer |
|
Instrument |
|
Ref |
|
Floor |
|
|
Spread |
|
|
Total |
|
|
Maturity |
|
Principal |
|
|
Cost |
|
|
Fair |
|
|
% of Total |
|
|
Notes |
|||||||
Debt Investments (continued) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Diversified Telecommunication Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Aventiv Technologies, Inc. (Securus) |
|
Second Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
8.25 |
% |
|
|
13.98 |
% |
|
10/31/2025 |
|
$ |
25,846,154 |
|
|
$ |
25,750,004 |
|
|
$ |
18,738,462 |
|
|
|
1.11 |
% |
|
|
Electric Utilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Conergy Asia & ME Pte. Ltd. (Singapore) |
|
First Lien Term Loan |
|
Fixed |
|
|
— |
|
|
|
— |
|
|
|
0 |
|
|
6/30/2024 |
|
$ |
2,110,141 |
|
|
|
2,110,141 |
|
|
|
— |
|
|
|
— |
|
|
D/F/H/N |
Kawa Solar Holdings Limited (Conergy) (Cayman Islands) |
|
Bank Guarantee Credit Facility |
|
Fixed |
|
|
— |
|
|
|
— |
|
|
|
0 |
|
|
12/31/2023 |
|
$ |
6,578,877 |
|
|
|
6,578,877 |
|
|
|
101,315 |
|
|
|
0.01 |
% |
|
D/F/H/N |
Kawa Solar Holdings Limited (Conergy) (Cayman Islands) |
|
Revolving Credit Facility |
|
Fixed |
|
|
— |
|
|
|
— |
|
|
|
0 |
|
|
12/31/2023 |
|
$ |
5,535,517 |
|
|
|
5,535,517 |
|
|
|
1,380,004 |
|
|
|
0.08 |
% |
|
D/F/H/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,224,535 |
|
|
|
1,481,319 |
|
|
|
0.09 |
% |
|
|
||||
Health Care Technology |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Appriss Health, LLC (PatientPing) |
|
First Lien Term Loan |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
7.25 |
% |
|
|
12.23 |
% |
|
5/6/2027 |
|
$ |
8,106,701 |
|
|
|
8,004,982 |
|
|
|
7,936,460 |
|
|
|
0.47 |
% |
|
N |
Appriss Health, LLC (PatientPing) |
|
Sr Secured Revolver |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
7.25 |
% |
|
|
12.23 |
% |
|
5/6/2027 |
|
$ |
— |
|
|
|
(6,558 |
) |
|
|
(11,435 |
) |
|
|
— |
|
|
K/N |
CareATC, Inc. |
|
First Lien Term Loan |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
7.75 |
% |
|
|
13.26 |
% |
|
3/14/2026 |
|
$ |
13,767,771 |
|
|
|
13,625,345 |
|
|
|
13,519,951 |
|
|
|
0.80 |
% |
|
N |
CareATC, Inc. |
|
Sr Secured Revolver |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
7.75 |
% |
|
|
13.26 |
% |
|
3/14/2026 |
|
$ |
— |
|
|
|
(4,864 |
) |
|
|
(10,931 |
) |
|
|
0.00 |
% |
|
K/N |
ESO Solutions, Inc. |
|
First Lien Term Loan |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
7.00 |
% |
|
|
12.40 |
% |
|
5/3/2027 |
|
$ |
23,802,071 |
|
|
|
23,463,752 |
|
|
|
23,016,602 |
|
|
|
1.38 |
% |
|
N |
ESO Solutions, Inc. |
|
Sr Secured Revolver |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
7.00 |
% |
|
|
12.33 |
% |
|
5/3/2027 |
|
$ |
1,050,166 |
|
|
|
1,028,671 |
|
|
|
992,407 |
|
|
|
0.06 |
% |
|
N |
Edifecs, Inc. |
|
First Lien Term Loan |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
7.11 |
% |
|
|
12.50 |
% |
|
9/21/2026 |
|
$ |
1,350,694 |
|
|
|
1,332,229 |
|
|
|
1,364,201 |
|
|
|
0.08 |
% |
|
N |
Gainwell Acquisition Corp. |
|
Second Lien Term Loan |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
8.00 |
% |
|
|
13.37 |
% |
|
10/2/2028 |
|
$ |
5,727,820 |
|
|
|
5,706,506 |
|
|
|
5,607,536 |
|
|
|
0.33 |
% |
|
N |
Sandata Technologies, LLC |
|
First Lien Delayed Draw Term Loan |
|
SOFR(Q) |
|
|
— |
|
|
|
6.00 |
% |
|
|
11.55 |
% |
|
7/23/2024 |
|
$ |
860,842 |
|
|
|
833,348 |
|
|
|
860,842 |
|
|
|
0.05 |
% |
|
N |
Sandata Technologies, LLC |
|
First Lien Term Loan |
|
SOFR(Q) |
|
|
— |
|
|
|
6.00 |
% |
|
|
11.54 |
% |
|
7/23/2024 |
|
$ |
20,250,000 |
|
|
|
20,192,679 |
|
|
|
20,128,500 |
|
|
|
1.19 |
% |
|
N |
Sandata Technologies, LLC |
|
Sr Secured Revolver |
|
SOFR(Q) |
|
|
— |
|
|
|
6.00 |
% |
|
|
11.53 |
% |
|
7/23/2024 |
|
$ |
1,200,000 |
|
|
|
1,193,808 |
|
|
|
1,186,500 |
|
|
|
0.07 |
% |
|
N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
75,369,898 |
|
|
|
74,590,633 |
|
|
|
4.43 |
% |
|
|
||||
Healthcare Providers and Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
INH Buyer, Inc. (IMS Health) |
|
First Lien Term Loan (1.5% Exit Fee) |
|
SOFR(Q) |
|
|
1.00 |
% |
|
3.50% Cash + 3.50% PIK |
|
|
|
12.49 |
% |
|
6/28/2028 |
|
$ |
4,591,644 |
|
|
|
4,521,156 |
|
|
|
3,792,698 |
|
|
|
0.23 |
% |
|
L/N |
|
Opco Borrower, LLC (Giving Home Health Care) |
|
Sr Secured Revolver |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
6.50 |
% |
|
|
11.99 |
% |
|
8/19/2027 |
|
$ |
— |
|
|
|
(245 |
) |
|
|
— |
|
|
|
— |
|
|
K/N |
Opco Borrower, LLC (Giving Home Health Care) |
|
First Lien Term Loan |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
6.50 |
% |
|
|
11.99 |
% |
|
8/19/2027 |
|
$ |
324,805 |
|
|
|
322,183 |
|
|
|
326,916 |
|
|
|
0.02 |
% |
|
N |
PHC Buyer, LLC (Patriot Home Care) |
|
First Lien Term Loan |
|
SOFR(Q) |
|
|
0.75 |
% |
|
|
6.00 |
% |
|
|
11.50 |
% |
|
5/4/2028 |
|
$ |
10,262,656 |
|
|
|
10,098,231 |
|
|
|
10,062,534 |
|
|
|
0.59 |
% |
|
N |
PHC Buyer, LLC (Patriot Home Care) |
|
First Lien Delayed Draw Term Loan |
|
SOFR(Q) |
|
|
0.75 |
% |
|
|
6.00 |
% |
|
|
11.50 |
% |
|
5/4/2028 |
|
$ |
— |
|
|
|
(60,749 |
) |
|
|
(77,202 |
) |
|
|
0.00 |
% |
|
K/N |
Team Services Group, LLC |
|
Second Lien Term Loan |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
9.00 |
% |
|
|
14.88 |
% |
|
11/13/2028 |
|
$ |
27,855,847 |
|
|
|
27,229,879 |
|
|
|
25,766,659 |
|
|
|
1.53 |
% |
|
G/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
42,110,455 |
|
|
|
39,871,605 |
|
|
|
2.37 |
% |
|
|
||||
Hotels, Restaurants and Leisure |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Fishbowl, Inc. |
|
First Lien Term Loan |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
5.26 |
% |
|
|
10.65 |
% |
|
5/27/2027 |
|
$ |
12,089,579 |
|
|
|
12,089,579 |
|
|
|
12,089,579 |
|
|
|
0.72 |
% |
|
F/N |
OCM Luxembourg Baccarat BidCo S.À R.L. (Interblock) (Slovenia) |
|
First Lien Term Loan |
|
SOFR(Q) |
|
|
0.75 |
% |
|
|
6.25 |
% |
|
|
11.15 |
% |
|
6/3/2027 |
|
$ |
229,167 |
|
|
|
225,581 |
|
|
|
225,729 |
|
|
|
0.01 |
% |
|
H/N |
OCM Luxembourg Baccarat BidCo S.À R.L. (Interblock) (Slovenia) |
|
Sr Secured Revolver |
|
SOFR(M) |
|
|
0.75 |
% |
|
|
6.25 |
% |
|
|
11.08 |
% |
|
6/3/2027 |
|
$ |
13,889 |
|
|
|
13,613 |
|
|
|
13,611 |
|
|
|
— |
|
|
H/N |
Showtime Acquisition, L.L.C. (World Choice) |
|
Sr Secured Revolver |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
7.50 |
% |
|
|
12.97 |
% |
|
8/7/2028 |
|
$ |
— |
|
|
|
(34,451 |
) |
|
|
(23,770 |
) |
|
|
— |
|
|
K/N |
Showtime Acquisition, L.L.C. (World Choice) |
|
First Lien Delayed Draw Term Loan |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
7.50 |
% |
|
|
12.97 |
% |
|
8/7/2028 |
|
$ |
— |
|
|
|
(27,594 |
) |
|
|
(19,016 |
) |
|
|
— |
|
|
K/N |
Showtime Acquisition, L.L.C. (World Choice) |
|
First Lien Term Loan |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
7.50 |
% |
|
|
12.97 |
% |
|
8/7/2028 |
|
$ |
18,139,083 |
|
|
|
17,640,907 |
|
|
|
17,807,138 |
|
|
|
1.06 |
% |
|
N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29,907,635 |
|
|
|
30,093,271 |
|
|
|
1.79 |
% |
|
|
||||
8
BlackRock TCP Capital Corp.
Consolidated Schedule of Investments (Unaudited) (Continued)
September 30, 2023
Issuer |
|
Instrument |
|
Ref |
|
Floor |
|
|
Spread |
|
|
Total |
|
|
Maturity |
|
Principal |
|
|
Cost |
|
|
Fair |
|
|
% of Total |
|
|
Notes |
|||||||
Debt Investments (continued) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
AmeriLife Holdings, LLC |
|
First Lien Term Loan |
|
SOFR(S) |
|
|
0.75 |
% |
|
|
5.75 |
% |
|
|
11.08 |
% |
|
8/31/2029 |
|
$ |
1,804,545 |
|
|
$ |
1,772,783 |
|
|
$ |
1,786,500 |
|
|
|
0.11 |
% |
|
N |
AmeriLife Holdings, LLC |
|
First Lien Delayed Draw Term Loan |
|
SOFR(S) |
|
|
0.75 |
% |
|
|
5.75 |
% |
|
|
10.62 |
% |
|
8/31/2029 |
|
$ |
300,758 |
|
|
|
292,857 |
|
|
|
296,235 |
|
|
|
0.02 |
% |
|
N |
AmeriLife Holdings, LLC |
|
Sr Secured Revolver |
|
SOFR(S) |
|
|
0.75 |
% |
|
|
5.75 |
% |
|
|
10.99 |
% |
|
8/31/2028 |
|
$ |
37,879 |
|
|
|
34,128 |
|
|
|
35,606 |
|
|
|
— |
|
|
N |
Integrity Marketing Acquisition, LLC |
|
Sr Secured Revolver |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
6.50 |
% |
|
|
11.08 |
% |
|
8/31/2030 |
|
$ |
— |
|
|
|
(582,768 |
) |
|
|
— |
|
|
|
— |
|
|
K/N |
Integrity Marketing Acquisition, LLC |
|
First Lien Term Loan |
|
SOFR(Q) |
|
|
0.75 |
% |
|
|
6.50 |
% |
|
|
11.92 |
% |
|
8/27/2026 |
|
$ |
10,177,783 |
|
|
|
10,030,302 |
|
|
|
10,177,783 |
|
|
|
0.61 |
% |
|
N |
IT Parent, LLC (Insurance Technologies) |
|
First Lien Term Loan |
|
SOFR(M) |
|
|
1.00 |
% |
|
|
6.25 |
% |
|
|
11.67 |
% |
|
10/1/2026 |
|
$ |
4,797,131 |
|
|
|
4,743,414 |
|
|
|
4,446,940 |
|
|
|
0.26 |
% |
|
N |
IT Parent, LLC (Insurance Technologies) |
|
Sr Secured Revolver |
|
SOFR(M) |
|
|
1.00 |
% |
|
|
6.25 |
% |
|
|
11.82 |
% |
|
10/1/2026 |
|
$ |
562,500 |
|
|
|
555,603 |
|
|
|
516,875 |
|
|
|
0.03 |
% |
|
N |
Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance) |
|
First Lien Term Loan |
|
SOFR(M) |
|
|
0.75 |
% |
|
|
6.00 |
% |
|
|
11.43 |
% |
|
11/1/2028 |
|
$ |
846,429 |
|
|
|
836,201 |
|
|
|
837,964 |
|
|
|
0.05 |
% |
|
N |
Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance) |
|
First Lien Delayed Draw Term Loan |
|
SOFR(M) |
|
|
0.75 |
% |
|
|
6.00 |
% |
|
|
11.43 |
% |
|
11/1/2028 |
|
$ |
2,118,073 |
|
|
|
2,092,467 |
|
|
|
2,096,892 |
|
|
|
0.12 |
% |
|
N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,774,987 |
|
|
|
20,194,795 |
|
|
|
1.20 |
% |
|
|
||||
Internet and Catalog Retail |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
CommerceHub, Inc. |
|
First Lien Term Loan |
|
SOFR(Q) |
|
|
0.75 |
% |
|
|
6.25 |
% |
|
|
11.77 |
% |
|
12/29/2027 |
|
$ |
957,054 |
|
|
|
899,311 |
|
|
|
891,974 |
|
|
|
0.05 |
% |
|
N |
Syndigo, LLC |
|
Second Lien Term Loan |
|
SOFR(Q) |
|
|
0.75 |
% |
|
|
8.00 |
% |
|
|
13.67 |
% |
|
12/14/2028 |
|
$ |
12,141,870 |
|
|
|
12,006,815 |
|
|
|
10,684,846 |
|
|
|
0.64 |
% |
|
G/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,906,126 |
|
|
|
11,576,820 |
|
|
|
0.69 |
% |
|
|
||||
Internet Software and Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Acquia, Inc. |
|
Sr Secured Revolver |
|
LIBOR(S) |
|
|
1.00 |
% |
|
|
7.00 |
% |
|
|
12.34 |
% |
|
10/31/2025 |
|
$ |
930,531 |
|
|
|
917,033 |
|
|
|
930,531 |
|
|
|
0.06 |
% |
|
N |
Acquia, Inc. |
|
First Lien Term Loan |
|
LIBOR(S) |
|
|
1.00 |
% |
|
|
7.00 |
% |
|
|
12.34 |
% |
|
10/31/2025 |
|
$ |
25,299,736 |
|
|
|
25,069,324 |
|
|
|
25,299,735 |
|
|
|
1.50 |
% |
|
N |
Anaconda, Inc. |
|
First Lien Term Loan |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
7.50 |
% |
|
|
12.92 |
% |
|
8/22/2027 |
|
$ |
5,717,940 |
|
|
|
5,668,784 |
|
|
|
5,615,017 |
|
|
|
0.33 |
% |
|
N |
Astra Acquisition Corp. (Anthology) |
|
Second Lien Term Loan |
|
SOFR(Q) |
|
|
0.75 |
% |
|
|
8.88 |
% |
|
|
14.53 |
% |
|
10/25/2029 |
|
$ |
20,715,038 |
|
|
|
20,377,230 |
|
|
|
14,790,537 |
|
|
|
0.88 |
% |
|
G/N |
Bynder Bidco, Inc. (Netherlands) |
|
Sr Secured Revolver A |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
7.25 |
% |
|
|
12.60 |
% |
|
1/26/2029 |
|
$ |
— |
|
|
|
(6,474 |
) |
|
|
(4,228 |
) |
|
|
— |
|
|
H/K/N |
Bynder Bidco, Inc. (Netherlands) |
|
First Lien Term Loan A |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
7.25 |
% |
|
|
12.60 |
% |
|
1/26/2029 |
|
$ |
3,000,000 |
|
|
|
2,918,117 |
|
|
|
2,947,800 |
|
|
|
0.17 |
% |
|
H/N |
Bynder Bidco B.V. (Netherlands) |
|
Sr Secured Revolver B |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
7.25 |
% |
|
|
12.60 |
% |
|
1/26/2029 |
|
$ |
— |
|
|
|
(23,499 |
) |
|
|
(15,347 |
) |
|
|
0.00 |
% |
|
H/K/N |
Bynder Bidco B.V. (Netherlands) |
|
First Lien Term Loan B |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
7.25 |
% |
|
|
12.60 |
% |
|
1/26/2029 |
|
$ |
10,875,000 |
|
|
|
10,578,176 |
|
|
|
10,685,775 |
|
|
|
0.63 |
% |
|
H/N |
Domo, Inc. |
|
First Lien Delayed Draw Term Loan (7.0% Exit Fee) |
|
SOFR(Q) |
|
|
1.50 |
% |
|
5.50% Cash + 2.50% PIK |
|
|
|
13.63 |
% |
|
4/1/2025 |
|
$ |
57,320,683 |
|
|
|
57,240,336 |
|
|
|
57,091,401 |
|
|
|
3.40 |
% |
|
L/N |
|
Domo, Inc. |
|
First Lien PIK Term Loan |
|
Fixed |
|
|
— |
|
|
9.50% PIK |
|
|
|
9.50 |
% |
|
4/1/2025 |
|
$ |
3,342,136 |
|
|
|
852,259 |
|
|
|
3,158,319 |
|
|
|
0.19 |
% |
|
N |
|
e-Discovery Acquireco, LLC (Reveal) |
|
Sr Secured Revolver |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
6.50 |
% |
|
|
11.90 |
% |
|
8/29/2029 |
|
$ |
— |
|
|
|
(2,052 |
) |
|
|
(2,083 |
) |
|
|
— |
|
|
K/N |
e-Discovery Acquireco, LLC (Reveal) |
|
First Lien Term Loan |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
6.50 |
% |
|
|
11.90 |
% |
|
8/29/2029 |
|
$ |
916,667 |
|
|
|
893,912 |
|
|
|
893,750 |
|
|
|
0.05 |
% |
|
N |
Gympass US, LLC |
|
First Lien Term Loan |
|
SOFR(M) |
|
|
1.00 |
% |
|
4.00% Cash + 4.00% PIK |
|
|
|
13.45 |
% |
|
7/8/2027 |
|
$ |
524,815 |
|
|
|
520,823 |
|
|
|
522,191 |
|
|
|
0.03 |
% |
|
N |
|
InMoment, Inc. |
|
First Lien Term Loan |
|
SOFR(S) |
|
|
0.75 |
% |
|
5.00% cash + 2.50% PIK |
|
|
|
12.34 |
% |
|
6/8/2028 |
|
$ |
7,699,824 |
|
|
|
7,573,926 |
|
|
|
7,473,449 |
|
|
|
0.44 |
% |
|
N |
|
Magenta Buyer, LLC (McAfee) |
|
First Lien Incremental Term Loan |
|
Fixed |
|
|
— |
|
|
|
12.00 |
% |
|
|
12.00 |
% |
|
7/27/2028 |
|
$ |
4,196,286 |
|
|
|
3,841,605 |
|
|
|
3,419,973 |
|
|
|
0.20 |
% |
|
G |
Magenta Buyer, LLC (McAfee) |
|
Second Lien Term Loan |
|
SOFR(Q) |
|
|
0.75 |
% |
|
|
8.25 |
% |
|
|
13.88 |
% |
|
7/27/2029 |
|
$ |
20,000,000 |
|
|
|
19,767,284 |
|
|
|
9,650,000 |
|
|
|
0.57 |
% |
|
G |
Oranje Holdco, Inc. (KnowBe4) |
|
Sr Secured Revolver |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
7.75 |
% |
|
|
13.12 |
% |
|
2/1/2029 |
|
$ |
— |
|
|
|
(27,403 |
) |
|
|
(1,230 |
) |
|
|
— |
|
|
K/N |
Oranje Holdco, Inc. (KnowBe4) |
|
First Lien Term Loan |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
7.75 |
% |
|
|
13.12 |
% |
|
2/1/2029 |
|
$ |
9,838,988 |
|
|
|
9,615,755 |
|
|
|
9,829,149 |
|
|
|
0.58 |
% |
|
N |
Persado, Inc. |
|
First Lien Delayed Draw Term Loan (6.575% Exit Fee) |
|
SOFR(M) |
|
|
1.80 |
% |
|
|
7.50 |
% |
|
|
12.83 |
% |
|
6/10/2027 |
|
$ |
7,464,767 |
|
|
|
7,427,310 |
|
|
|
6,837,726 |
|
|
|
0.41 |
% |
|
L/N |
Persado, Inc. |
|
First Lien Term Loan (6.575% Exit Fee) |
|
SOFR(M) |
|
|
1.80 |
% |
|
|
7.50 |
% |
|
|
12.83 |
% |
|
6/10/2027 |
|
$ |
7,317,617 |
|
|
|
7,237,813 |
|
|
|
6,702,937 |
|
|
|
0.40 |
% |
|
L/N |
Pluralsight, Inc. |
|
First Lien Term Loan |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
8.00 |
% |
|
|
13.45 |
% |
|
4/6/2027 |
|
$ |
32,582,872 |
|
|
|
32,139,712 |
|
|
|
31,442,472 |
|
|
|
1.87 |
% |
|
N |
Pluralsight, Inc. |
|
Sr Secured Revolver |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
8.00 |
% |
|
|
13.44 |
% |
|
4/6/2027 |
|
$ |
1,515,539 |
|
|
|
1,486,226 |
|
|
|
1,430,940 |
|
|
|
0.08 |
% |
|
N |
Quartz Holding Company (Quick Base) |
|
Second Lien Term Loan |
|
SOFR(M) |
|
|
— |
|
|
|
8.00 |
% |
|
|
13.42 |
% |
|
4/2/2027 |
|
$ |
9,903,019 |
|
|
|
9,792,740 |
|
|
|
9,863,407 |
|
|
|
0.59 |
% |
|
N |
9
BlackRock TCP Capital Corp.
Consolidated Schedule of Investments (Unaudited) (Continued)
September 30, 2023
Issuer |
|
Instrument |
|
Ref |
|
Floor |
|
|
Spread |
|
|
Total |
|
|
Maturity |
|
Principal |
|
|
Cost |
|
|
Fair |
|
|
% of Total |
|
|
Notes |
|||||||
Debt Investments (continued) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
ResearchGate GmBH (Germany) |
|
First Lien Term Loan (4.0% Exit Fee) |
|
EURIBOR(M) |
|
|
— |
|
|
|
8.55 |
% |
|
|
12.36 |
% |
|
10/1/2024 |
|
$ |
7,500,000 |
|
|
$ |
8,266,295 |
|
|
$ |
7,645,234 |
|
|
|
0.45 |
% |
|
H/L/N/O |
Sailpoint Technologies Holdings, Inc. |
|
First Lien Term Loan |
|
SOFR(M) |
|
|
0.75 |
% |
|
|
6.25 |
% |
|
|
11.58 |
% |
|
8/16/2029 |
|
$ |
462,462 |
|
|
|
454,350 |
|
|
|
462,185 |
|
|
|
0.03 |
% |
|
N |
Sailpoint Technologies Holdings, Inc. |
|
Sr Secured Revolver |
|
SOFR(M) |
|
|
0.75 |
% |
|
|
6.25 |
% |
|
|
11.58 |
% |
|
8/16/2028 |
|
$ |
— |
|
|
|
(611 |
) |
|
|
(86 |
) |
|
|
— |
|
|
K/N |
Spartan Bidco Pty Ltd (StarRez) (Australia) |
|
First Lien Incremental Term Loan |
|
SOFR(Q) |
|
|
0.75 |
% |
|
0.75% Cash + 6.25% PIK |
|
|
|
12.50 |
% |
|
1/24/2028 |
|
$ |
533,277 |
|
|
|
524,862 |
|
|
|
528,424 |
|
|
|
0.03 |
% |
|
H/I/N |
|
Suited Connector, LLC |
|
Sr Secured Revolver |
|
SOFR(Q) |
|
|
1.00 |
% |
|
6.00% Cash + 2.00% PIK |
|
|
|
13.36 |
% |
|
12/1/2027 |
|
$ |
581,423 |
|
|
|
572,886 |
|
|
|
386,065 |
|
|
|
0.02 |
% |
|
N |
|
Suited Connector, LLC |
|
First Lien Term Loan |
|
SOFR(Q) |
|
|
1.00 |
% |
|
6.00% Cash + 2.00% PIK |
|
|
|
13.31 |
% |
|
12/1/2027 |
|
$ |
3,525,834 |
|
|
|
3,470,534 |
|
|
|
2,341,153 |
|
|
|
0.14 |
% |
|
N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
237,147,253 |
|
|
|
219,925,196 |
|
|
|
13.05 |
% |
|
|
||||
IT Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Avalara, Inc. |
|
Sr Secured Revolver |
|
SOFR(Q) |
|
|
0.75 |
% |
|
|
7.25 |
% |
|
|
12.64 |
% |
|
10/19/2028 |
|
$ |
— |
|
|
|
(949 |
) |
|
|
— |
|
|
|
— |
|
|
K/N |
Avalara, Inc. |
|
First Lien Term Loan |
|
SOFR(Q) |
|
|
0.75 |
% |
|
|
7.25 |
% |
|
|
12.64 |
% |
|
10/19/2028 |
|
$ |
450,000 |
|
|
|
440,275 |
|
|
|
455,850 |
|
|
|
0.03 |
% |
|
N |
Ensono, Inc. |
|
Second Lien Term Loan B |
|
SOFR(M) |
|
|
— |
|
|
|
8.00 |
% |
|
|
13.43 |
% |
|
5/28/2029 |
|
$ |
15,000,000 |
|
|
|
14,892,589 |
|
|
|
14,220,000 |
|
|
|
0.84 |
% |
|
G/N |
Madison Logic Holdings, Inc. |
|
Sr Secured Revolver |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
7.00 |
% |
|
|
12.39 |
% |
|
12/30/2027 |
|
$ |
— |
|
|
|
(27,324 |
) |
|
|
(22,469 |
) |
|
|
0.00 |
% |
|
K/N |
Madison Logic Holdings, Inc. |
|
First Lien Term Loan |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
7.00 |
% |
|
|
12.39 |
% |
|
12/29/2028 |
|
$ |
14,834,092 |
|
|
|
14,416,339 |
|
|
|
14,522,576 |
|
|
|
0.86 |
% |
|
N |
Serrano Parent, LLC (Sumo Logic) |
|
Sr Secured Revolver |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
6.50 |
% |
|
|
11.87 |
% |
|
5/13/2030 |
|
$ |
— |
|
|
|
(2,131 |
) |
|
|
(720 |
) |
|
|
— |
|
|
K/N |
Serrano Parent, LLC (Sumo Logic) |
|
First Lien Term Loan |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
6.50 |
% |
|
|
11.87 |
% |
|
5/13/2030 |
|
$ |
900,000 |
|
|
|
877,756 |
|
|
|
892,800 |
|
|
|
0.05 |
% |
|
N |
Xactly Corporation |
|
Sr Secured Revolver |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
7.35 |
% |
|
|
12.77 |
% |
|
7/31/2025 |
|
$ |
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
N |
Xactly Corporation |
|
First Lien Incremental Term Loan |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
7.35 |
% |
|
|
12.77 |
% |
|
7/31/2025 |
|
$ |
14,671,682 |
|
|
|
14,671,682 |
|
|
|
14,671,682 |
|
|
|
0.87 |
% |
|
N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
45,268,237 |
|
|
|
44,739,719 |
|
|
|
2.65 |
% |
|
|
||||
Leisure Products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Blue Star Sports Holdings, Inc. |
|
First Lien Delayed Draw Term Loan |
|
SOFR(Q) |
|
|
1.00 |
% |
|
6.00% cash + 3.50% PIK |
|
|
|
14.92 |
% |
|
6/15/2024 |
|
$ |
69,771 |
|
|
|
69,617 |
|
|
|
66,806 |
|
|
|
— |
|
|
N |
|
Blue Star Sports Holdings, Inc. |
|
Sr Secured Revolver |
|
SOFR(S) |
|
|
1.00 |
% |
|
6.00% cash + 3.50% PIK |
|
|
|
14.94 |
% |
|
6/15/2024 |
|
$ |
139,044 |
|
|
|
138,741 |
|
|
|
133,135 |
|
|
|
0.01 |
% |
|
N |
|
Blue Star Sports Holdings, Inc. |
|
First Lien Term Loan |
|
SOFR(Q) |
|
|
1.00 |
% |
|
6.00% cash + 3.50% PIK |
|
|
|
14.95 |
% |
|
6/15/2024 |
|
$ |
1,914,512 |
|
|
|
1,909,520 |
|
|
|
1,833,145 |
|
|
|
0.11 |
% |
|
N |
|
Peloton Interactive, Inc. |
|
First Lien Term Loan |
|
SOFR(S) |
|
|
0.50 |
% |
|
|
7.00 |
% |
|
|
12.26 |
% |
|
5/25/2027 |
|
$ |
98,750 |
|
|
|
95,903 |
|
|
|
99,096 |
|
|
|
0.01 |
% |
|
G/J |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,213,781 |
|
|
|
2,132,182 |
|
|
|
0.13 |
% |
|
|
||||
Life Sciences Tools & Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Alcami Corporation |
|
First Lien Delayed Draw Term Loan |
|
SOFR(M) |
|
|
1.00 |
% |
|
|
7.00 |
% |
|
|
12.42 |
% |
|
12/21/2028 |
|
$ |
— |
|
|
|
(16,779 |
) |
|
|
5,463 |
|
|
|
— |
|
|
K/N |
Alcami Corporation |
|
Sr Secured Revolver |
|
SOFR(M) |
|
|
1.00 |
% |
|
|
7.00 |
% |
|
|
12.42 |
% |
|
12/21/2028 |
|
$ |
— |
|
|
|
(26,742 |
) |
|
|
— |
|
|
|
— |
|
|
K/N |
Alcami Corporation |
|
First Lien Term Loan |
|
SOFR(M) |
|
|
1.00 |
% |
|
|
7.00 |
% |
|
|
12.42 |
% |
|
12/21/2028 |
|
$ |
6,506,023 |
|
|
|
6,297,274 |
|
|
|
6,571,083 |
|
|
|
0.39 |
% |
|
N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,253,753 |
|
|
|
6,576,546 |
|
|
|
0.39 |
% |
|
|
||||
Machinery |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Sonny’s Enterprises, LLC |
|
First Lien Term Loan |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
6.75 |
% |
|
|
12.27 |
% |
|
8/5/2028 |
|
$ |
13,627,999 |
|
|
|
13,363,549 |
|
|
|
13,655,255 |
|
|
|
0.81 |
% |
|
N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,363,549 |
|
|
|
13,655,255 |
|
|
|
0.81 |
% |
|
|
||||
Media |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Khoros, LLC (Lithium) |
|
First Lien Term Loan |
|
SOFR(Q) |
|
|
1.00 |
% |
|
4.50% Cash + 4.50% PIK |
|
|
|
14.36 |
% |
|
1/3/2024 |
|
$ |
28,016,636 |
|
|
|
27,882,963 |
|
|
|
22,917,609 |
|
|
|
1.36 |
% |
|
N |
|
Khoros, LLC (Lithium) |
|
Sr Secured Revolver |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
8.00 |
% |
|
|
13.36 |
% |
|
1/3/2024 |
|
$ |
1,156,962 |
|
|
|
1,147,401 |
|
|
|
856,152 |
|
|
|
0.05 |
% |
|
N |
NEP Group, Inc. et al |
|
Second Lien Term Loan |
|
SOFR(M) |
|
|
— |
|
|
|
7.00 |
% |
|
|
12.43 |
% |
|
10/19/2026 |
|
$ |
14,500,000 |
|
|
|
14,167,251 |
|
|
|
11,587,965 |
|
|
|
0.69 |
% |
|
G |
Quora, Inc. |
|
First Lien Term Loan (4.0% Exit Fee) |
|
Fixed |
|
|
— |
|
|
|
— |
|
|
|
10.10 |
% |
|
5/1/2024 |
|
$ |
12,819,528 |
|
|
|
12,782,320 |
|
|
|
12,469,593 |
|
|
|
0.74 |
% |
|
L/N |
Streamland Media Midco LLC |
|
First Lien Term Loan |
|
SOFR(Q) |
|
|
1.00 |
% |
|
7.01% Cash + 1.75% PIK |
|
|
|
14.13 |
% |
|
12/31/2024 |
|
$ |
376,268 |
|
|
|
371,957 |
|
|
|
362,346 |
|
|
|
0.02 |
% |
|
N |
|
Terraboost Media Operating Company, LLC |
|
First Lien Term Loan |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
6.50 |
% |
|
|
12.04 |
% |
|
8/23/2026 |
|
$ |
10,366,422 |
|
|
|
10,228,904 |
|
|
|
9,412,711 |
|
|
|
0.56 |
% |
|
N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
66,580,796 |
|
|
|
57,606,376 |
|
|
|
3.42 |
% |
|
|
||||
Oil, Gas and Consumable Fuels |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Iracore International Holdings, Inc. |
|
First Lien Term Loan |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
9.15 |
% |
|
|
14.54 |
% |
|
4/12/2024 |
|
$ |
1,324,151 |
|
|
|
1,324,151 |
|
|
|
1,324,151 |
|
|
|
0.08 |
% |
|
B/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Paper and Forest Products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Alpine Acquisition Corp II (48Forty) |
|
First Lien Term Loan |
|
SOFR(M) |
|
|
1.00 |
% |
|
|
5.75 |
% |
|
|
11.43 |
% |
|
11/30/2026 |
|
$ |
20,209,854 |
|
|
|
19,910,581 |
|
|
|
19,603,558 |
|
|
|
1.17 |
% |
|
N |
Alpine Acquisition Corp II (48Forty) |
|
Sr Secured Revolver |
|
SOFR(M) |
|
|
1.00 |
% |
|
|
5.75 |
% |
|
|
11.69 |
% |
|
11/30/2026 |
|
$ |
71,628 |
|
|
|
67,973 |
|
|
|
66,256 |
|
|
|
— |
|
|
N |
FSK Pallet Holding Corp. (Kamps) |
|
First Lien Term Loan |
|
SOFR(Q) |
|
|
1.25 |
% |
|
|
6.00 |
% |
|
|
11.43 |
% |
|
12/23/2026 |
|
$ |
10,439,801 |
|
|
|
10,174,272 |
|
|
|
10,076,496 |
|
|
|
0.60 |
% |
|
N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,152,826 |
|
|
|
29,746,310 |
|
|
|
1.77 |
% |
|
|
||||
Pharmaceuticals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Nephron Pharmaceuticals Corp. et al |
|
First Lien Term Loan B |
|
SOFR(Q) |
|
|
1.50 |
% |
|
|
9.00 |
% |
|
|
14.57 |
% |
|
9/11/2026 |
|
$ |
23,709,677 |
|
|
|
22,773,271 |
|
|
|
22,761,290 |
|
|
|
1.35 |
% |
|
N |
10
BlackRock TCP Capital Corp.
Consolidated Schedule of Investments (Unaudited) (Continued)
September 30, 2023
Issuer |
|
Instrument |
|
Ref |
|
Floor |
|
|
Spread |
|
|
Total |
|
|
Maturity |
|
Principal |
|
|
Cost |
|
|
Fair |
|
|
% of Total |
|
|
Notes |
|||||||
Debt Investments (continued) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Professional Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Applause App Quality, Inc. |
|
First Lien Term Loan |
|
SOFR(S) |
|
|
1.00 |
% |
|
|
5.00 |
% |
|
|
10.30 |
% |
|
9/20/2025 |
|
$ |
15,166,455 |
|
|
$ |
15,164,342 |
|
|
$ |
15,166,455 |
|
|
|
0.90 |
% |
|
N |
Applause App Quality, Inc. |
|
Sr Secured Revolver |
|
SOFR(S) |
|
|
1.00 |
% |
|
|
5.00 |
% |
|
|
10.30 |
% |
|
9/20/2025 |
|
$ |
— |
|
|
|
(5,693 |
) |
|
|
— |
|
|
|
— |
|
|
K/N |
CIBT Solutions, Inc. |
|
Second Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
1.00% Cash + 6.75% PIK |
|
|
|
7.75 |
% |
|
6/1/2025 |
|
$ |
8,146,376 |
|
|
|
7,567,314 |
|
|
|
2,199,522 |
|
|
|
0.13 |
% |
|
C/G/N |
|
DTI Holdco, Inc. (Epiq Systems, Inc.) |
|
Second Lien Term Loan |
|
SOFR(Q) |
|
|
0.75 |
% |
|
|
7.75 |
% |
|
|
13.12 |
% |
|
4/26/2030 |
|
$ |
7,500,000 |
|
|
|
7,375,907 |
|
|
|
6,562,500 |
|
|
|
0.39 |
% |
|
G/N |
GI Consilio Parent, LLC |
|
Second Lien Term Loan |
|
SOFR(M) |
|
|
0.50 |
% |
|
|
7.50 |
% |
|
|
12.93 |
% |
|
5/14/2029 |
|
$ |
10,000,000 |
|
|
|
9,934,419 |
|
|
|
9,840,000 |
|
|
|
0.58 |
% |
|
G/N |
ICIMS, Inc. |
|
First Lien Delayed Draw Term Loan |
|
SOFR(Q) |
|
|
0.75 |
% |
|
3.38% Cash + 3.88% PIK |
|
|
|
12.63 |
% |
|
8/18/2028 |
|
$ |
126,297 |
|
|
|
126,297 |
|
|
|
118,877 |
|
|
|
0.01 |
% |
|
N |
|
ICIMS, Inc. |
|
Sr Secured Revolver |
|
SOFR(Q) |
|
|
0.75 |
% |
|
|
6.75 |
% |
|
|
12.14 |
% |
|
8/18/2028 |
|
$ |
66,270 |
|
|
|
60,557 |
|
|
|
63,611 |
|
|
|
— |
|
|
N |
ICIMS, Inc. |
|
First Lien Term Loan |
|
SOFR(Q) |
|
|
0.75 |
% |
|
3.38% Cash + 3.88% PIK |
|
|
|
12.63 |
% |
|
8/18/2028 |
|
$ |
4,165,841 |
|
|
|
4,103,542 |
|
|
|
4,137,930 |
|
|
|
0.25 |
% |
|
N |
|
ICIMS, Inc. |
|
First Lien Incremental Term Loan |
|
SOFR(Q) |
|
|
0.75 |
% |
|
|
7.25 |
% |
|
|
12.63 |
% |
|
8/18/2028 |
|
$ |
4,449,002 |
|
|
|
4,379,746 |
|
|
|
4,421,863 |
|
|
|
0.26 |
% |
|
N |
JobandTalent USA, Inc. (United Kingdom) |
|
First Lien Delayed Draw Term Loan (3.0% Exit Fee) |
|
SOFR(M) |
|
|
1.00 |
% |
|
|
8.75 |
% |
|
|
14.20 |
% |
|
2/17/2025 |
|
$ |
18,590,587 |
|
|
|
18,434,944 |
|
|
|
18,274,547 |
|
|
|
1.08 |
% |
|
H/L/N |
JobandTalent USA, Inc. (United Kingdom) |
|
First Lien Term Loan (3.0% Exit Fee) |
|
SOFR(M) |
|
|
1.00 |
% |
|
|
8.75 |
% |
|
|
14.20 |
% |
|
2/17/2025 |
|
$ |
26,409,413 |
|
|
|
26,168,077 |
|
|
|
25,960,453 |
|
|
|
1.55 |
% |
|
H/L/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
93,309,452 |
|
|
|
86,745,758 |
|
|
|
5.15 |
% |
|
|
||||
Real Estate Management and Development |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Greystone Affordable Housing Initiatives, LLC |
|
First Lien Delayed Draw Term Loan |
|
SOFR(S) |
|
|
1.25 |
% |
|
|
6.00 |
% |
|
|
11.84 |
% |
|
3/2/2026 |
|
$ |
4,666,667 |
|
|
|
4,666,667 |
|
|
|
4,624,667 |
|
|
|
0.27 |
% |
|
I/N |
Greystone Select Company II, LLC (Passco) |
|
First Lien Term Loan |
|
SOFR(M) |
|
|
1.50 |
% |
|
|
6.50 |
% |
|
|
11.93 |
% |
|
3/21/2027 |
|
$ |
8,181,818 |
|
|
|
8,049,556 |
|
|
|
8,113,091 |
|
|
|
0.49 |
% |
|
N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,716,223 |
|
|
|
12,737,758 |
|
|
|
0.76 |
% |
|
|
||||
Road and Rail |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Motive Technologies, Inc. (fka Keep Truckin, Inc.) |
|
First Lien Incremental Term Loan |
|
SOFR(S) |
|
|
1.00 |
% |
|
|
7.68 |
% |
|
|
13.18 |
% |
|
4/8/2025 |
|
$ |
10,119,063 |
|
|
|
10,038,533 |
|
|
|
10,058,348 |
|
|
|
0.60 |
% |
|
N |
Motive Technologies, Inc. (fka Keep Truckin, Inc.) |
|
First Lien Term Loan |
|
SOFR(S) |
|
|
1.00 |
% |
|
|
7.25 |
% |
|
|
13.18 |
% |
|
4/8/2025 |
|
$ |
29,880,937 |
|
|
|
29,666,733 |
|
|
|
29,701,652 |
|
|
|
1.76 |
% |
|
N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
39,705,266 |
|
|
|
39,760,000 |
|
|
|
2.36 |
% |
|
|
||||
Semiconductors and Semiconductor Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Emerald Technologies (U.S.) AcquisitionCo, Inc. |
|
First Lien Term Loan |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
6.25 |
% |
|
|
11.82 |
% |
|
12/29/2027 |
|
$ |
5,389,917 |
|
|
|
5,305,350 |
|
|
|
5,174,321 |
|
|
|
0.31 |
% |
|
G/N |
Emerald Technologies (U.S.) AcquisitionCo, Inc. |
|
Sr Secured Revolver |
|
SOFR(M) |
|
|
1.00 |
% |
|
|
6.00 |
% |
|
|
11.43 |
% |
|
12/29/2026 |
|
$ |
1,128,945 |
|
|
|
935,677 |
|
|
|
989,688 |
|
|
|
0.06 |
% |
|
G/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,241,027 |
|
|
|
6,164,009 |
|
|
|
0.37 |
% |
|
|
||||
Software |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Aerospike, Inc. |
|
First Lien Term Loan (0.50% Exit Fee) |
|
SOFR(M) |
|
|
1.00 |
% |
|
|
7.50 |
% |
|
|
12.93 |
% |
|
12/29/2025 |
|
$ |
6,933,486 |
|
|
|
6,893,083 |
|
|
|
6,862,764 |
|
|
|
0.41 |
% |
|
L/N |
Aerospike, Inc. |
|
First Lien Delayed Draw Term Loan (0.50% Exit Fee) |
|
SOFR(M) |
|
|
1.00 |
% |
|
|
7.50 |
% |
|
|
12.95 |
% |
|
12/29/2025 |
|
$ |
2,539,229 |
|
|
|
2,498,936 |
|
|
|
2,513,329 |
|
|
|
0.15 |
% |
|
L/N |
Aerospike, Inc. |
|
First Lien Delayed Draw Term Loan (0.50% Exit Fee) |
|
SOFR(M) |
|
|
1.00 |
% |
|
|
7.50 |
% |
|
|
12.93 |
% |
|
12/29/2025 |
|
$ |
485,546 |
|
|
|
464,942 |
|
|
|
480,593 |
|
|
|
0.03 |
% |
|
L/N |
AlphaSense, Inc. |
|
First Lien Term Loan |
|
SOFR(M) |
|
|
1.00 |
% |
|
|
7.00 |
% |
|
|
12.43 |
% |
|
3/11/2027 |
|
$ |
25,095,612 |
|
|
|
24,902,864 |
|
|
|
25,080,554 |
|
|
|
1.49 |
% |
|
N |
Aras Corporation |
|
Sr Secured Revolver |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
6.50 |
% |
|
|
12.14 |
% |
|
4/13/2027 |
|
$ |
639,711 |
|
|
|
629,120 |
|
|
|
609,179 |
|
|
|
0.04 |
% |
|
N |
Aras Corporation |
|
First Lien Term Loan |
|
SOFR(Q) |
|
|
1.00 |
% |
|
3.50% Cash + 3.25% PIK |
|
|
|
12.20 |
% |
|
4/13/2027 |
|
$ |
12,963,777 |
|
|
|
12,820,361 |
|
|
|
12,510,045 |
|
|
|
0.74 |
% |
|
N |
|
Backoffice Associates Holdings, LLC (Syniti) |
|
Sr Secured Revolver |
|
PRIME |
|
|
1.00 |
% |
|
|
6.75 |
% |
|
|
15.25 |
% |
|
4/30/2026 |
|
$ |
1,285,940 |
|
|
|
1,256,822 |
|
|
|
1,285,940 |
|
|
|
0.08 |
% |
|
N |
Backoffice Associates Holdings, LLC (Syniti) |
|
First Lien Term Loan |
|
SOFR(S) |
|
|
1.00 |
% |
|
|
7.75 |
% |
|
|
12.78 |
% |
|
4/30/2026 |
|
$ |
11,381,790 |
|
|
|
11,186,294 |
|
|
|
11,495,607 |
|
|
|
0.68 |
% |
|
N |
Bluefin Holding, LLC (Allvue) |
|
Sr Secured Revolver |
|
SOFR(S) |
|
|
1.00 |
% |
|
|
7.25 |
% |
|
|
12.72 |
% |
|
9/12/2030 |
|
$ |
— |
|
|
|
(2,224 |
) |
|
|
(2,244 |
) |
|
|
0.00 |
% |
|
K/N |
Bluefin Holding, LLC (Allvue) |
|
First Lien Term Loan |
|
SOFR(S) |
|
|
1.00 |
% |
|
|
7.25 |
% |
|
|
12.72 |
% |
|
9/12/2030 |
|
$ |
910,256 |
|
|
|
887,648 |
|
|
|
887,500 |
|
|
|
0.05 |
% |
|
N |
Bonterra LLC (fka CyberGrants Holdings, LLC) |
|
First Lien Term Loan |
|
SOFR(Q) |
|
|
0.75 |
% |
|
|
7.25 |
% |
|
|
12.64 |
% |
|
9/8/2027 |
|
$ |
2,833,333 |
|
|
|
2,803,542 |
|
|
|
2,758,817 |
|
|
|
0.16 |
% |
|
N |
Bonterra LLC (fka CyberGrants Holdings, LLC) |
|
First Lien Delayed Draw Term Loan |
|
SOFR(Q) |
|
|
0.75 |
% |
|
|
7.25 |
% |
|
|
12.64 |
% |
|
9/8/2027 |
|
$ |
83,019 |
|
|
|
82,184 |
|
|
|
80,836 |
|
|
|
— |
|
|
N |
Bonterra LLC (fka CyberGrants Holdings, LLC) |
|
Sr Secured Revolver |
|
SOFR(Q) |
|
|
0.75 |
% |
|
|
7.25 |
% |
|
|
12.64 |
% |
|
9/8/2027 |
|
$ |
— |
|
|
|
(2,829 |
) |
|
|
(7,306 |
) |
|
|
— |
|
|
K/N |
Bonterra LLC (fka CyberGrants Holdings, LLC) |
|
First Lien Incremental Amendment 4 Term Loan |
|
SOFR(Q) |
|
|
0.75 |
% |
|
8.00% PIK |
|
|
|
13.39 |
% |
|
9/8/2027 |
|
$ |
838,217 |
|
|
|
825,664 |
|
|
|
825,644 |
|
|
|
0.05 |
% |
|
|
|
Disco Parent, Inc. (Duck Creek Technologies) |
|
Sr Secured Revolver |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
7.50 |
% |
|
|
12.92 |
% |
|
3/30/2029 |
|
$ |
— |
|
|
|
(2,089 |
) |
|
|
(545 |
) |
|
|
— |
|
|
K/N |
Disco Parent, Inc. (Duck Creek Technologies) |
|
First Lien Term Loan |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
7.50 |
% |
|
|
12.92 |
% |
|
3/30/2029 |
|
$ |
909,091 |
|
|
|
887,365 |
|
|
|
903,636 |
|
|
|
0.05 |
% |
|
N |
Elastic Path Software, Inc. (Canada) |
|
First Lien Delayed Draw Term Loan |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
7.50 |
% |
|
|
13.18 |
% |
|
1/6/2026 |
|
$ |
2,758,041 |
|
|
|
2,737,175 |
|
|
|
2,750,318 |
|
|
|
0.16 |
% |
|
H/N |
Elastic Path Software, Inc. (Canada) |
|
First Lien Term Loan |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
7.50 |
% |
|
|
13.03 |
% |
|
1/6/2026 |
|
$ |
5,432,783 |
|
|
|
5,400,999 |
|
|
|
5,417,571 |
|
|
|
0.32 |
% |
|
H/N |
Fusion Risk Management, Inc. |
|
Sr Secured Revolver |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
7.00 |
% |
|
|
12.88 |
% |
|
5/22/2029 |
|
$ |
— |
|
|
|
(2,023 |
) |
|
|
(1,929 |
) |
|
|
— |
|
|
K/N |
11
BlackRock TCP Capital Corp.
Consolidated Schedule of Investments (Unaudited) (Continued)
September 30, 2023
Issuer |
|
Instrument |
|
Ref |
|
Floor |
|
|
Spread |
|
|
Total |
|
|
Maturity |
|
Principal |
|
|
Cost |
|
|
Fair |
|
|
% of Total |
|
|
Notes |
|||||||
Debt Investments (continued) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Fusion Risk Management, Inc. |
|
First Lien Term Loan |
|
SOFR(Q) |
|
|
1.00 |
% |
|
3.50% Cash + 4.00% PIK |
|
|
|
12.63 |
% |
|
5/22/2029 |
|
$ |
901,414 |
|
|
$ |
883,996 |
|
|
$ |
885,188 |
|
|
|
0.05 |
% |
|
N |
|
Grey Orange Incorporated |
|
First Lien Term Loan (3.75% Exit Fee) |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
7.25 |
% |
|
|
12.88 |
% |
|
5/6/2026 |
|
$ |
4,190,378 |
|
|
|
4,158,385 |
|
|
|
4,148,055 |
|
|
|
0.25 |
% |
|
L/N |
Grey Orange Incorporated |
|
First Lien Delayed Draw Term Loan (3.75% Exit Fee) |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
7.25 |
% |
|
|
12.79 |
% |
|
5/6/2026 |
|
$ |
4,190,378 |
|
|
|
4,161,271 |
|
|
|
4,148,055 |
|
|
|
0.25 |
% |
|
L/N |
GTY Technology Holdings Inc. |
|
First Lien Term Loan |
|
SOFR(Q) |
|
|
0.75 |
% |
|
2.58% Cash + 4.30% PIK |
|
|
|
12.27 |
% |
|
7/9/2029 |
|
$ |
267,745 |
|
|
|
263,477 |
|
|
|
267,557 |
|
|
|
0.02 |
% |
|
N |
|
GTY Technology Holdings Inc. |
|
First Lien Delayed Draw Term Loan |
|
SOFR(Q) |
|
|
0.75 |
% |
|
2.58% Cash + 4.30% PIK |
|
|
|
12.27 |
% |
|
7/9/2029 |
|
$ |
206,895 |
|
|
|
203,480 |
|
|
|
206,750 |
|
|
|
0.01 |
% |
|
N |
|
GTY Technology Holdings Inc. |
|
Sr Secured Revolver |
|
SOFR(Q) |
|
|
0.75 |
% |
|
|
6.25 |
% |
|
|
12.27 |
% |
|
7/9/2029 |
|
$ |
— |
|
|
|
(767 |
) |
|
|
(32 |
) |
|
|
— |
|
|
K/N |
Integrate.com, Inc. (Infinity Data, Inc.) |
|
First Lien Term Loan |
|
SOFR(Q) |
|
|
1.00 |
% |
|
3.00% Cash + 3.00% PIK |
|
|
|
11.54 |
% |
|
12/17/2027 |
|
$ |
3,931,985 |
|
|
|
3,874,876 |
|
|
|
3,799,870 |
|
|
|
0.23 |
% |
|
N |
|
Integrate.com, Inc. (Infinity Data, Inc.) |
|
First Lien Delayed Draw Term Loan |
|
SOFR(Q) |
|
|
1.00 |
% |
|
3.00% Cash + 3.00% PIK |
|
|
|
11.54 |
% |
|
12/17/2027 |
|
$ |
250,000 |
|
|
|
240,422 |
|
|
|
227,600 |
|
|
|
0.01 |
% |
|
N |
|
Integrate.com, Inc. (Infinity Data, Inc.) |
|
Sr Secured Revolver |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
6.00 |
% |
|
|
11.54 |
% |
|
12/17/2027 |
|
$ |
— |
|
|
|
(4,719 |
) |
|
|
(11,200 |
) |
|
|
— |
|
|
K/N |
JOBVITE, Inc. (Employ, Inc.) |
|
First Lien Term Loan |
|
SOFR(S) |
|
|
0.75 |
% |
|
|
8.00 |
% |
|
|
13.43 |
% |
|
8/7/2028 |
|
$ |
1,000,000 |
|
|
|
978,442 |
|
|
|
981,300 |
|
|
|
0.06 |
% |
|
N |
Kaseya, Inc. |
|
First Lien Term Loan |
|
SOFR(Q) |
|
|
0.75 |
% |
|
3.75% Cash + 2.50% PIK |
|
|
|
11.62 |
% |
|
6/25/2029 |
|
$ |
1,639,459 |
|
|
|
1,618,280 |
|
|
|
1,626,344 |
|
|
|
0.10 |
% |
|
N |
|
Kaseya, Inc. |
|
First Lien Delayed Draw Term Loan |
|
SOFR(Q) |
|
|
0.75 |
% |
|
3.75% Cash + 2.50% PIK |
|
|
|
11.62 |
% |
|
6/25/2029 |
|
$ |
6,114 |
|
|
|
4,879 |
|
|
|
5,313 |
|
|
|
— |
|
|
N |
|
Kaseya, Inc. |
|
Sr Secured Revolver |
|
SOFR(M) |
|
|
0.75 |
% |
|
3.75% Cash + 2.50% PIK |
|
|
|
11.57 |
% |
|
6/25/2029 |
|
$ |
25,160 |
|
|
|
23,916 |
|
|
|
24,359 |
|
|
|
— |
|
|
N |
|
Kong Inc. |
|
First Lien Term Loan |
|
SOFR(M) |
|
|
1.00 |
% |
|
5.50% Cash + 3.25% PIK |
|
|
|
14.19 |
% |
|
11/1/2027 |
|
$ |
6,346,338 |
|
|
|
6,231,166 |
|
|
|
6,339,992 |
|
|
|
0.38 |
% |
|
N |
|
Nvest, Inc. (SigFig) |
|
First Lien Term Loan |
|
SOFR(S) |
|
|
1.00 |
% |
|
|
7.50 |
% |
|
|
13.40 |
% |
|
9/15/2025 |
|
$ |
6,118,418 |
|
|
|
6,069,642 |
|
|
|
5,962,399 |
|
|
|
0.35 |
% |
|
N |
Oversight Systems, Inc. |
|
First Lien Incremental Delayed Draw Term Loan |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
7.75 |
% |
|
|
13.22 |
% |
|
9/24/2026 |
|
$ |
— |
|
|
|
(3,776 |
) |
|
|
(3,147 |
) |
|
|
— |
|
|
K/N |
Oversight Systems, Inc. |
|
First Lien Term Loan |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
7.75 |
% |
|
|
13.22 |
% |
|
9/24/2026 |
|
$ |
212,667 |
|
|
|
208,804 |
|
|
|
209,520 |
|
|
|
0.01 |
% |
|
N |
Oversight Systems, Inc. |
|
First Lien Term Loan |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
7.75 |
% |
|
|
13.22 |
% |
|
9/24/2026 |
|
$ |
4,489,882 |
|
|
|
4,432,959 |
|
|
|
4,423,432 |
|
|
|
0.26 |
% |
|
N |
SEP Raptor Acquisition, Inc. (Loopio) (Canada) |
|
First Lien Term Loan |
|
SOFR(Q) |
|
|
1.00 |
% |
|
0.07 |
|
|
|
12.54 |
% |
|
3/31/2027 |
|
$ |
10,872,518 |
|
|
|
10,738,428 |
|
|
|
10,687,685 |
|
|
|
0.63 |
% |
|
H/N |
|
SEP Raptor Acquisition, Inc. (Loopio) (Canada) |
|
Sr Secured Revolver |
|
SOFR(Q) |
|
|
1.00 |
% |
|
0.07 |
|
|
|
12.52 |
% |
|
3/31/2027 |
|
$ |
581,638 |
|
|
|
567,871 |
|
|
|
561,862 |
|
|
|
0.03 |
% |
|
H/K/N |
|
SEP Eiger BidCo Ltd. (Beqom) (Switzerland) |
|
First Lien Term Loan |
|
SOFR(Q) |
|
|
1.00 |
% |
|
3.00% Cash + 3.50% PIK |
|
|
|
11.87 |
% |
|
5/9/2028 |
|
$ |
16,336,628 |
|
|
|
16,077,550 |
|
|
|
16,207,568 |
|
|
|
0.97 |
% |
|
H/N |
|
SEP Eiger BidCo Ltd. (Beqom) (Switzerland) |
|
Sr Secured Revolver |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
6.50 |
% |
|
|
11.38 |
% |
|
5/9/2028 |
|
$ |
533,914 |
|
|
|
509,151 |
|
|
|
521,260 |
|
|
|
0.03 |
% |
|
H/K/N |
Superman Holdings, LLC (Foundation Software) |
|
First Lien Term Loan |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
6.13 |
% |
|
|
11.52 |
% |
|
8/31/2027 |
|
$ |
10,099,151 |
|
|
|
9,944,752 |
|
|
|
9,988,060 |
|
|
|
0.59 |
% |
|
N |
Superman Holdings, LLC (Foundation Software) |
|
Sr Secured Revolver |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
6.13 |
% |
|
|
11.52 |
% |
|
8/31/2026 |
|
$ |
— |
|
|
|
(15,354 |
) |
|
|
(13,816 |
) |
|
|
0.00 |
% |
|
K/N |
Tessian, Inc. (United Kingdom) |
|
First Lien Term Loan |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
8.00 |
% |
|
|
13.58 |
% |
|
3/15/2028 |
|
$ |
1,000,000 |
|
|
|
981,246 |
|
|
|
992,000 |
|
|
|
0.06 |
% |
|
H/N |
Trintech, Inc. |
|
Sr Secured Revolver |
|
SOFR(M) |
|
|
1.00 |
% |
|
|
6.50 |
% |
|
|
11.82 |
% |
|
7/25/2029 |
|
$ |
17,388 |
|
|
|
15,608 |
|
|
|
15,617 |
|
|
|
— |
|
|
N |
Trintech, Inc. |
|
First Lien Term Loan |
|
SOFR(M) |
|
|
1.00 |
% |
|
|
6.50 |
% |
|
|
11.82 |
% |
|
7/25/2029 |
|
$ |
791,143 |
|
|
|
767,637 |
|
|
|
768,121 |
|
|
|
0.05 |
% |
|
N |
Zendesk Inc. |
|
First Lien Delayed Draw Term Loan |
|
SOFR(Q) |
|
|
0.75 |
% |
|
3.50% Cash + 3.50% PIK |
|
|
|
12.15 |
% |
|
11/22/2028 |
|
$ |
— |
|
|
|
(1,639 |
) |
|
|
860 |
|
|
|
— |
|
|
K/N |
|
Zendesk Inc. |
|
Sr Secured Revolver |
|
SOFR(Q) |
|
|
0.75 |
% |
|
|
6.50 |
% |
|
|
12.15 |
% |
|
11/22/2028 |
|
$ |
— |
|
|
|
(676 |
) |
|
|
— |
|
|
|
— |
|
|
K/N |
Zendesk Inc. |
|
First Lien Term Loan |
|
SOFR(Q) |
|
|
0.75 |
% |
|
3.50% Cash + 3.50% PIK |
|
|
|
12.15 |
% |
|
11/22/2028 |
|
$ |
388,733 |
|
|
|
382,071 |
|
|
|
392,232 |
|
|
|
0.02 |
% |
|
N |
|
Zilliant Incorporated |
|
First Lien Term Loan |
|
SOFR(M) |
|
|
0.75 |
% |
|
2.00% Cash + 4.50% PIK |
|
|
|
11.92 |
% |
|
12/21/2027 |
|
$ |
1,605,549 |
|
|
|
1,583,100 |
|
|
|
1,526,877 |
|
|
|
0.09 |
% |
|
N |
|
Zilliant Incorporated |
|
First Lien Delayed Draw Term Loan |
|
SOFR(Q) |
|
|
0.75 |
% |
|
2.00% Cash + 4.50% PIK |
|
|
|
11.92 |
% |
|
12/21/2027 |
|
$ |
— |
|
|
|
(5,229 |
) |
|
|
(18,148 |
) |
|
|
0.00 |
% |
|
K/N |
|
Zilliant Incorporated |
|
Sr Secured Revolver |
|
SOFR(Q) |
|
|
0.75 |
% |
|
|
6.00 |
% |
|
|
11.92 |
% |
|
12/21/2027 |
|
$ |
— |
|
|
|
(2,091 |
) |
|
|
(7,259 |
) |
|
|
— |
|
|
K/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
149,154,992 |
|
|
|
149,314,583 |
|
|
|
8.86 |
% |
|
|
||||
Specialty Retail |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Calceus Acquisition, Inc. (Cole Haan) |
|
First Lien Term Loan |
|
SOFR(Q) |
|
|
2.00 |
% |
|
|
6.75 |
% |
|
|
12.14 |
% |
|
8/15/2029 |
|
$ |
20,903,665 |
|
|
|
20,283,618 |
|
|
|
20,297,459 |
|
|
|
1.20 |
% |
|
G |
Hanna Andersson, LLC |
|
First Lien Term Loan |
|
SOFR(M) |
|
|
1.00 |
% |
|
|
6.00 |
% |
|
|
12.92 |
% |
|
7/2/2026 |
|
$ |
4,518,750 |
|
|
|
4,464,118 |
|
|
|
4,351,556 |
|
|
|
0.26 |
% |
|
N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,747,736 |
|
|
|
24,649,015 |
|
|
|
1.46 |
% |
|
|
||||
Technology Hardware, Storage & Peripherals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
SumUp Holdings Luxembourg S.A.R.L. (United Kingdom) |
|
First Lien Delayed Draw Term Loan |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
7.00 |
% |
|
|
12.54 |
% |
|
2/17/2026 |
|
$ |
31,114,286 |
|
|
|
30,705,423 |
|
|
|
31,238,743 |
|
|
|
1.85 |
% |
|
H/N |
12
BlackRock TCP Capital Corp.
Consolidated Schedule of Investments (Unaudited) (Continued)
September 30, 2023
Issuer |
|
Instrument |
|
Ref |
|
Floor |
|
|
Spread |
|
|
Total |
|
|
Maturity/ |
|
Principal/Shares |
|
|
Cost |
|
|
Fair |
|
|
% of Total |
|
|
Notes |
|||||||
Debt Investments (continued) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Textiles, Apparel and Luxury Goods |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
James Perse Enterprises, Inc. |
|
First Lien Term Loan |
|
SOFR(S) |
|
|
1.00 |
% |
|
|
6.25 |
% |
|
|
11.38 |
% |
|
9/8/2027 |
|
$ |
15,555,556 |
|
|
$ |
15,386,924 |
|
|
$ |
15,555,555 |
|
|
|
0.92 |
% |
|
N |
James Perse Enterprises, Inc. |
|
Sr Secured Revolver |
|
SOFR(S) |
|
|
1.00 |
% |
|
|
6.25 |
% |
|
|
11.38 |
% |
|
9/8/2027 |
|
$ |
— |
|
|
|
(19,187 |
) |
|
|
— |
|
|
|
— |
|
|
K/N |
PSEB, LLC (Eddie Bauer) |
|
First Lien Incremental Term Loan |
|
SOFR(S) |
|
|
1.00 |
% |
|
|
6.75 |
% |
|
|
12.05 |
% |
|
12/30/2026 |
|
$ |
24,625,000 |
|
|
|
24,364,848 |
|
|
|
22,605,750 |
|
|
|
1.34 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
39,732,585 |
|
|
|
38,161,305 |
|
|
|
2.26 |
% |
|
|
||||
Trading Companies & Distributors |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Blackbird Purchaser, Inc. (Ohio Transmission Corp.) |
|
Second Lien Term Loan |
|
SOFR(M) |
|
|
0.75 |
% |
|
|
7.50 |
% |
|
|
12.92 |
% |
|
4/8/2027 |
|
$ |
10,153,647 |
|
|
|
10,009,523 |
|
|
|
10,021,649 |
|
|
|
0.59 |
% |
|
N |
Wireless Telecommunication Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
OpenMarket, Inc. (Infobip) (United Kingdom) |
|
First Lien Term Loan |
|
SOFR(Q) |
|
|
0.75 |
% |
|
|
6.25 |
% |
|
|
|
|
9/17/2026 |
|
$ |
9,800,000 |
|
|
|
9,641,845 |
|
|
|
9,696,120 |
|
|
|
0.58 |
% |
|
H/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11.90 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total Debt Investments - 192.2% of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,488,066,920 |
|
|
|
1,413,069,515 |
|
|
|
83.86 |
% |
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Equity Securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Automobiles |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
AutoAlert, LLC |
|
Class A Common Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
540,248 |
|
|
|
4,713,886 |
|
|
|
5,178,298 |
|
|
|
0.31 |
% |
|
D/E/F/N |
|||
AutoAlert, LLC |
|
Preferred Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,302,264 |
|
|
|
4,302,264 |
|
|
|
4,632,027 |
|
|
|
0.27 |
% |
|
E/F/N |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,016,150 |
|
|
|
9,810,325 |
|
|
|
0.58 |
% |
|
|
||||
Capital Markets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Pico Quantitative Trading Holdings, LLC |
|
Warrants to Purchase Membership Units |
|
|
|
|
|
|
|
|
|
|
|
|
2/7/2030 |
|
|
7,030 |
|
|
|
645,120 |
|
|
|
1,542,083 |
|
|
|
0.09 |
% |
|
D/E/N |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Chemicals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
AGY Equity, LLC |
|
Class A Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,786,785 |
|
|
|
485,322 |
|
|
|
— |
|
|
|
— |
|
|
D/E/N |
|||
AGY Equity, LLC |
|
Class B Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,250,749 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
D/E/N |
|||
AGY Equity, LLC |
|
Class C Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
982,732 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
D/E/N |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
485,322 |
|
|
|
— |
|
|
|
— |
|
|
|
||||
Communications Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Plate Newco 1 Limited (Avanti) (United Kingdom) |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
364 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
D/E/H/N/O |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Construction & Engineering |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Hylan Novellus LLC |
|
Class A Units |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
117,124 |
|
|
|
13,817,817 |
|
|
|
4,105,196 |
|
|
|
0.24 |
% |
|
D/E/N |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Diversified Consumer Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Elevate Brands Holdco, Inc. |
|
Warrants to Purchase Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
7/25/2030 |
|
|
2,895 |
|
|
|
— |
|
|
|
332,693 |
|
|
|
0.02 |
% |
|
D/E/N |
|||
Elevate Brands Holdco, Inc. |
|
Warrants to Purchase Preferred New Super Senior Shares |
|
|
|
|
|
|
|
|
|
|
|
|
7/25/2030 |
|
|
11,532 |
|
|
|
— |
|
|
|
1,325,257 |
|
|
|
0.08 |
% |
|
D/E/N |
|||
MXP Prime Platform GmbH (SellerX) (Germany) |
|
Warrants to Purchase Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
7/25/2030 |
|
|
3,966 |
|
|
|
— |
|
|
|
321,444 |
|
|
|
0.02 |
% |
|
D/E/H/N |
|||
PerchHQ, LLC |
|
Warrants to Purchase Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
10/15/2027 |
|
|
134,500 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
D/E/N |
|||
Razor Group GmbH (Germany) |
|
Warrants to Purchase Preferred Series A1 Shares |
|
|
|
|
|
|
|
|
|
|
|
|
4/28/2028 |
|
|
516 |
|
|
|
— |
|
|
|
1,062,960 |
|
|
|
0.06 |
% |
|
D/E/H/N |
|||
Razor Group GmbH (Germany) |
|
Warrants to Purchase Series C Shares |
|
|
|
|
|
|
|
|
|
|
|
|
4/28/2028 |
|
|
158 |
|
|
|
— |
|
|
|
775,780 |
|
|
|
0.05 |
% |
|
D/E/H/N |
|||
TVG-Edmentum Holdings, LLC |
|
Series B-1 Common Units |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,858,122 |
|
|
|
19,684,650 |
|
|
|
31,180,919 |
|
|
|
1.85 |
% |
|
B/E/N |
|||
TVG-Edmentum Holdings, LLC |
|
Series B-2 Common Units |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,858,122 |
|
|
|
13,421,162 |
|
|
|
31,180,919 |
|
|
|
1.85 |
% |
|
B/D/E/N |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33,105,812 |
|
|
|
66,179,972 |
|
|
|
3.93 |
% |
|
|
||||
13
BlackRock TCP Capital Corp.
Consolidated Schedule of Investments (Unaudited) (Continued)
September 30, 2023
Issuer |
|
Instrument |
|
|
|
|
|
|
|
|
|
Expiration |
|
Shares |
|
|
Cost |
|
|
Fair |
|
|
% of Total |
|
|
Notes |
||||
Equity Securities (continued) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diversified Financial Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
36th Street Capital Partners Holdings, LLC |
|
Membership Units |
|
|
|
|
|
|
|
|
|
|
|
|
26,902,397 |
|
|
$ |
26,902,397 |
|
|
$ |
50,934,308 |
|
|
|
3.01 |
% |
|
E/F/N |
Conventional Lending TCP Holdings, LLC |
|
Membership Units |
|
|
|
|
|
|
|
|
|
|
|
|
17,800,591 |
|
|
|
17,675,790 |
|
|
|
16,376,544 |
|
|
|
0.97 |
% |
|
E/F/I/N |
GACP I, LP (Great American Capital) |
|
Membership Units |
|
|
|
|
|
|
|
|
|
|
|
|
351,847 |
|
|
|
351,847 |
|
|
|
94,810 |
|
|
|
0.01 |
% |
|
E/I/N |
GACP II, LP (Great American Capital) |
|
Membership Units |
|
|
|
|
|
|
|
|
|
|
|
|
3,716,866 |
|
|
|
3,716,866 |
|
|
|
3,708,950 |
|
|
|
0.22 |
% |
|
E/I/N |
Worldremit Group Limited (United Kingdom) |
|
Warrants to Purchase Series D Stock |
|
|
|
|
|
|
|
|
|
2/11/2031 |
|
|
34,820 |
|
|
|
— |
|
|
|
253,141 |
|
|
|
0.02 |
% |
|
D/E/H/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
48,646,900 |
|
|
|
71,367,753 |
|
|
|
4.23 |
% |
|
|
|
Electric Utilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Conergy Asia Holdings Limited (United Kingdom) |
|
Class B Shares |
|
|
|
|
|
|
|
|
|
|
|
|
1,000,000 |
|
|
|
1,000,000 |
|
|
|
— |
|
|
|
— |
|
|
D/E/F/H/N |
Conergy Asia Holdings Limited (United Kingdom) |
|
Ordinary Shares |
|
|
|
|
|
|
|
|
|
|
|
|
5,318,860 |
|
|
|
7,833,333 |
|
|
|
— |
|
|
|
— |
|
|
D/E/F/H/N |
Kawa Solar Holdings Limited (Conergy) (Cayman Islands) |
|
Ordinary Shares |
|
|
|
|
|
|
|
|
|
|
|
|
2,332,594 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
D/E/F/H/N |
Kawa Solar Holdings Limited (Conergy) (Cayman Islands) |
|
Series B Preferred Shares |
|
|
|
|
|
|
|
|
|
|
|
|
93,023 |
|
|
|
1,395,349 |
|
|
|
— |
|
|
|
— |
|
|
D/E/F/H/N |
Utilidata, Inc. |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
29,094 |
|
|
|
216,336 |
|
|
|
1,000 |
|
|
|
— |
|
|
D/E/N |
Utilidata, Inc. |
|
Series A-2 Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
257,369 |
|
|
|
153,398 |
|
|
|
89,000 |
|
|
|
0.01 |
% |
|
D/E/N |
Utilidata, Inc. |
|
Series A-1 Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
500,000 |
|
|
|
500,000 |
|
|
|
36,000 |
|
|
|
— |
|
|
D/E/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,098,416 |
|
|
|
126,000 |
|
|
|
0.01 |
% |
|
|
|
Electronic Equipment, Instruments and Components |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Soraa, Inc. |
|
Warrants to Purchase Preferred Stock |
|
|
|
|
|
|
|
|
|
8/29/2024 |
|
|
3,071,860 |
|
|
|
478,899 |
|
|
|
— |
|
|
|
— |
|
|
D/E/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Energy Equipment and Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
GlassPoint, Inc. |
|
Warrants to Purchase Common Stock |
|
|
|
|
|
|
|
|
|
9/12/2029 |
|
|
16 |
|
|
|
275,200 |
|
|
|
2,312,614 |
|
|
|
0.14 |
% |
|
D/E/N |
Hotels, Restaurants and Leisure |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fishbowl, Inc. |
|
Common Membership Units |
|
|
|
|
|
|
|
|
|
|
|
|
604,479 |
|
|
|
787,032 |
|
|
|
722,957 |
|
|
|
0.04 |
% |
|
D/F/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Internet Software and Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Domo, Inc. |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
49,792 |
|
|
|
1,543,054 |
|
|
|
488,460 |
|
|
|
0.03 |
% |
|
D |
Foursquare Labs, Inc. |
|
Warrants to Purchase Series E Preferred Stock |
|
|
|
|
|
|
|
|
|
5/4/2027 |
|
|
2,062,500 |
|
|
|
508,805 |
|
|
|
932,651 |
|
|
|
0.06 |
% |
|
D/E/N |
InMobi, Inc. (Singapore) |
|
Warrants to Purchase Common Stock |
|
|
|
|
|
|
|
|
|
8/15/2027 |
|
|
1,327,869 |
|
|
|
212,360 |
|
|
|
3,146,268 |
|
|
|
0.19 |
% |
|
D/E/H/N |
InMobi, Inc. (Singapore) |
|
Warrants to Purchase Series E Preferred Stock |
|
|
|
|
|
|
|
|
|
9/18/2025 |
|
|
1,049,996 |
|
|
|
276,492 |
|
|
|
2,519,467 |
|
|
|
0.15 |
% |
|
D/E/H/N |
InMobi, Inc. (Singapore) |
|
Warrants to Purchase Series E Preferred Stock |
|
|
|
|
|
|
|
|
|
10/3/2028 |
|
|
1,511,002 |
|
|
|
93,407 |
|
|
|
1,584,904 |
|
|
|
0.09 |
% |
|
D/E/H/N |
ResearchGate Corporation (Germany) |
|
Warrants to Purchase Series D Preferred Stock |
|
|
|
|
|
|
|
|
|
10/30/2029 |
|
|
333,370 |
|
|
|
202,001 |
|
|
|
76,800 |
|
|
|
— |
|
|
D/E/H/N/O |
SuCo Investors, LP (Suited Connector) |
|
Warrants to Purchase Class A Units |
|
|
|
|
|
|
|
|
|
3/6/2033 |
|
|
4,129 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
D/E/N |
SnapLogic, Inc. |
|
Warrants to Purchase Series Preferred Stock |
|
|
|
|
|
|
|
|
|
3/19/2028 |
|
|
1,860,000 |
|
|
|
377,722 |
|
|
|
4,900,000 |
|
|
|
0.29 |
% |
|
D/E/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,213,841 |
|
|
|
13,648,550 |
|
|
|
0.81 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
IT Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fidelis (SVC), LLC |
|
Preferred Unit-C |
|
|
|
|
|
|
|
|
|
|
|
|
657,932 |
|
|
|
2,001,384 |
|
|
|
— |
|
|
|
— |
|
|
D/E/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Media |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Quora, Inc. |
|
Warrants to Purchase Series D Preferred Stock |
|
|
|
|
|
|
|
|
|
4/11/2029 |
|
|
507,704 |
|
|
|
65,245 |
|
|
|
90,940 |
|
|
|
0.01 |
% |
|
D/E/N |
SoundCloud, Ltd. (United Kingdom) |
|
Warrants to Purchase Preferred Stock |
|
|
|
|
|
|
|
|
|
4/29/2025 |
|
|
946,498 |
|
|
|
79,082 |
|
|
|
661,647 |
|
|
|
0.04 |
% |
|
D/E/H/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
144,327 |
|
|
|
752,587 |
|
|
|
0.05 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Oil, Gas and Consumable Fuels |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Iracore Investments Holdings, Inc. |
|
Class A Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
16,207 |
|
|
|
4,177,710 |
|
|
|
2,023,975 |
|
|
|
0.12 |
% |
|
B/D/E/N |
14
BlackRock TCP Capital Corp.
Consolidated Schedule of Investments (Unaudited) (Continued)
September 30, 2023
Issuer |
|
Instrument |
|
Ref |
|
Floor |
|
Spread |
|
|
Total |
|
|
Expiration |
|
Shares |
|
|
Cost |
|
|
Fair |
|
|
% of Total |
|
|
Notes |
||||||
Equity Securities (continued) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Pharmaceuticals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Inotiv, Inc. |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,578 |
|
|
$ |
— |
|
|
$ |
44,900 |
|
|
|
— |
|
|
D/E |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Professional Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Anacomp, Inc. |
|
Class A Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,255,527 |
|
|
|
26,711,048 |
|
|
|
615,208 |
|
|
|
0.04 |
% |
|
D/E/F/N |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Software |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Grey Orange International Inc. |
|
Warrants to Purchase Common Stock |
|
|
|
|
|
|
|
|
|
|
|
5/6/2032 |
|
|
7,706 |
|
|
|
— |
|
|
|
1,541 |
|
|
|
— |
|
|
D/E/N |
||
Tradeshift, Inc. |
|
Warrants to Purchase Series D Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
3/26/2027 |
|
|
1,712,930 |
|
|
|
577,843 |
|
|
|
— |
|
|
|
— |
|
|
D/E/N |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
577,843 |
|
|
|
1,541 |
|
|
|
0.00 |
% |
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Trading Companies & Distributors |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Blackbird Holdco, Inc. (Ohio Transmission Corp.) |
|
Preferred Stock |
|
Fixed |
|
|
|
|
12.50 |
% |
|
|
12.50 |
% |
|
|
|
|
7,108 |
|
|
|
8,692,853 |
|
|
|
6,997,542 |
|
|
|
0.42 |
% |
|
E/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total Equity Securities - 24.5% of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
163,875,674 |
|
|
|
180,251,203 |
|
|
|
10.70 |
% |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total Investments - 216.7% of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,651,942,594 |
|
|
$ |
1,593,320,718 |
|
|
|
94.56 |
% |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash and Cash Equivalents - 12.5% of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
91,653,006 |
|
|
|
5.44 |
% |
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total Cash and Investments - 229.2% of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,684,973,724 |
|
|
|
100.00 |
% |
|
M |
||||||
15
BlackRock TCP Capital Corp.
Consolidated Schedule of Investments (Unaudited) (Continued)
September 30, 2023
Notes to Consolidated Schedule of Investments:
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 $185,506,315 and $176,475,820, respectively, for the nine months ended September 30, 2023. Aggregate acquisitions include investment assets received as payment in kind. Aggregate dispositions include principal paydowns on and maturities of debt investments. The total value of restricted securities and bank debt as of September 30, 2023 was $1,592,109,301 or 94.5% of total cash and investments of the Company. As of September 30, 2023, approximately 18.2% 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.
16
BlackRock TCP Capital Corp.
Consolidated Schedule of Investments
December 31, 2022
Issuer |
|
Instrument |
|
Ref |
|
Floor |
|
|
Spread |
|
|
Total |
|
|
Maturity |
|
Principal |
|
|
Cost |
|
|
Fair |
|
|
% of Total |
|
|
Notes |
|||||||
Debt Investments (A) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Airlines |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Mesa Airlines, Inc. |
|
First Lien Incremental Term Loan |
|
LIBOR(M) |
|
|
2.00 |
% |
|
|
5.00 |
% |
|
|
9.38 |
% |
|
9/27/2023 |
|
$ |
531,024 |
|
|
$ |
529,625 |
|
|
$ |
531,024 |
|
|
|
0.03 |
% |
|
N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Automobiles |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
ALCV Purchaser, Inc. (AutoLenders) |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
6.75 |
% |
|
|
11.45 |
% |
|
4/15/2026 |
|
$ |
6,537,976 |
|
|
|
6,458,830 |
|
|
|
6,537,976 |
|
|
|
0.39 |
% |
|
G/N |
ALCV Purchaser, Inc. (AutoLenders) |
|
Sr Secured Revolver |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
6.75 |
% |
|
|
11.39 |
% |
|
4/15/2026 |
|
$ |
662,974 |
|
|
|
656,491 |
|
|
|
662,974 |
|
|
|
0.04 |
% |
|
G/N |
Autoalert, LLC |
|
First Lien Incremental Term Loan |
|
SOFR(Q) |
|
|
1.25 |
% |
|
|
8.75 |
% |
|
|
12.46 |
% |
|
2/15/2023 |
|
$ |
61,737,067 |
|
|
|
61,724,678 |
|
|
|
28,399,050 |
|
|
|
1.67 |
% |
|
C/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
68,839,999 |
|
|
|
35,600,000 |
|
|
|
2.10 |
% |
|
|
||||
Building Products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Porcelain Acquisition Corporation (Paramount) |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
5.75 |
% |
|
|
10.48 |
% |
|
4/30/2027 |
|
$ |
6,179,837 |
|
|
|
6,082,271 |
|
|
|
6,216,916 |
|
|
|
0.36 |
% |
|
N |
Porcelain Acquisition Corporation (Paramount) |
|
First Lien Delayed Draw Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
5.75 |
% |
|
|
10.48 |
% |
|
4/30/2027 |
|
$ |
963,102 |
|
|
|
948,389 |
|
|
|
968,881 |
|
|
|
0.06 |
% |
|
N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,030,660 |
|
|
|
7,185,797 |
|
|
|
0.42 |
% |
|
|
||||
Capital Markets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Pico Quantitative Trading, LLC |
|
First Lien Term Loan (1.0% Exit Fee) |
|
SOFR(Q) |
|
|
1.50 |
% |
|
|
7.25 |
% |
|
|
11.98 |
% |
|
2/7/2025 |
|
$ |
21,791,007 |
|
|
|
21,330,811 |
|
|
|
22,008,917 |
|
|
|
1.30 |
% |
|
L/N |
Pico Quantitative Trading, LLC |
|
First Lien Incremental Term Loan |
|
SOFR(Q) |
|
|
1.50 |
% |
|
|
7.25 |
% |
|
|
11.61 |
% |
|
2/7/2025 |
|
$ |
24,415,870 |
|
|
|
23,535,145 |
|
|
|
24,415,870 |
|
|
|
1.45 |
% |
|
N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
44,865,956 |
|
|
|
46,424,787 |
|
|
|
2.75 |
% |
|
|
||||
Commercial Services & Supplies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Pueblo Mechanical and Controls, LLC |
|
First Lien Term Loan |
|
SOFR(Q) |
|
|
0.75 |
% |
|
|
6.00 |
% |
|
|
10.32 |
% |
|
8/23/2028 |
|
$ |
361,594 |
|
|
|
352,873 |
|
|
|
353,169 |
|
|
|
0.02 |
% |
|
N |
Pueblo Mechanical and Controls, LLC |
|
First Lien Delayed Draw Term Loan |
|
SOFR(Q) |
|
|
0.75 |
% |
|
|
6.00 |
% |
|
|
10.49 |
% |
|
8/23/2028 |
|
$ |
94,750 |
|
|
|
88,844 |
|
|
|
88,925 |
|
|
|
0.01 |
% |
|
N |
Pueblo Mechanical and Controls, LLC |
|
Sr Secured Revolver |
|
SOFR(Q) |
|
|
0.75 |
% |
|
|
6.00 |
% |
|
|
10.32 |
% |
|
8/23/2027 |
|
$ |
— |
|
|
|
(1,372 |
) |
|
|
(1,357 |
) |
|
|
— |
|
|
K/N |
Thermostat Purchaser III, Inc. (Reedy Industries) |
|
Second Lien Term Loan |
|
LIBOR(Q) |
|
|
0.75 |
% |
|
|
7.25 |
% |
|
|
11.98 |
% |
|
8/31/2029 |
|
$ |
7,767,802 |
|
|
|
7,666,578 |
|
|
|
7,224,056 |
|
|
|
0.43 |
% |
|
N |
Thermostat Purchaser III, Inc. (Reedy Industries) |
|
Second Lien Delayed Draw Term Loan |
|
LIBOR(Q) |
|
|
0.75 |
% |
|
|
7.25 |
% |
|
|
11.98 |
% |
|
8/31/2029 |
|
$ |
— |
|
|
|
(8,306 |
) |
|
|
(93,047 |
) |
|
|
-0.01 |
% |
|
K/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,098,617 |
|
|
|
7,571,746 |
|
|
|
0.45 |
% |
|
|
||||
Communications Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Plate Newco 1 Limited (Avanti) (United Kingdom) |
|
Subordinated E1 Term Loan |
|
LIBOR(Q) |
|
|
— |
|
|
12.50% PIK |
|
|
|
12.50 |
% |
|
10/13/2023 |
|
$ |
85,717 |
|
|
|
58,232 |
|
|
|
8,572 |
|
|
|
— |
|
|
C/H/N |
|
Plate Newco 1 Limited (Avanti) (United Kingdom) |
|
Subordinated E2 Term Loan |
|
LIBOR(Q) |
|
|
— |
|
|
12.50% PIK |
|
|
|
12.50 |
% |
|
10/13/2023 |
|
$ |
257,153 |
|
|
|
174,697 |
|
|
|
25,715 |
|
|
|
0.01 |
% |
|
C/H/N |
|
Plate Newco 1 Limited (Avanti) (United Kingdom) |
|
Subordinated F Term Loan |
|
LIBOR(Q) |
|
|
— |
|
|
12.50% PIK |
|
|
|
12.50 |
% |
|
10/13/2023 |
|
$ |
968,913 |
|
|
|
633,949 |
|
|
|
24,223 |
|
|
|
— |
|
|
C/H/N |
|
Plate Newco 1 Limited (Avanti) (United Kingdom) |
|
Subordinated G Term Loan |
|
LIBOR(Q) |
|
|
— |
|
|
12.50% PIK |
|
|
|
12.50 |
% |
|
10/13/2023 |
|
$ |
305,428 |
|
|
|
207,493 |
|
|
|
— |
|
|
|
— |
|
|
C/H/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,074,371 |
|
|
|
58,510 |
|
|
|
0.01 |
% |
|
|
||||
Construction and Engineering |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
CSG Buyer, Inc. (Core States) |
|
First Lien Term Loan |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
6.00 |
% |
|
|
10.84 |
% |
|
3/31/2028 |
|
$ |
8,915,215 |
|
|
|
8,736,911 |
|
|
|
8,594,267 |
|
|
|
0.52 |
% |
|
N |
CSG Buyer, Inc. (Core States) |
|
Sr Secured Revolver |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
6.00 |
% |
|
|
10.84 |
% |
|
3/31/2028 |
|
$ |
— |
|
|
|
(29,212 |
) |
|
|
(52,581 |
) |
|
|
— |
|
|
K/N |
CSG Buyer, Inc. (Core States) |
|
First Lien Delayed Draw Term Loan |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
6.00 |
% |
|
|
10.84 |
% |
|
3/31/2028 |
|
$ |
— |
|
|
|
(58,423 |
) |
|
|
(105,162 |
) |
|
|
-0.01 |
% |
|
K/N |
Homerenew Buyer, Inc. (Project Dream) |
|
First Lien Delayed Draw Term Loan |
|
SOFR(S) |
|
|
1.00 |
% |
|
|
6.50 |
% |
|
|
11.36 |
% |
|
11/23/2027 |
|
$ |
3,552,660 |
|
|
|
3,458,253 |
|
|
|
3,384,484 |
|
|
|
0.20 |
% |
|
N |
Homerenew Buyer, Inc. (Project Dream) |
|
Sr Secured Revolver |
|
SOFR(M) |
|
|
1.00 |
% |
|
|
6.50 |
% |
|
|
11.12 |
% |
|
11/23/2027 |
|
$ |
138,097 |
|
|
|
124,889 |
|
|
|
115,311 |
|
|
|
0.01 |
% |
|
N |
Homerenew Buyer, Inc. (Project Dream) |
|
First Lien Term Loan |
|
SOFR(S) |
|
|
1.00 |
% |
|
|
6.50 |
% |
|
|
11.54 |
% |
|
11/23/2027 |
|
$ |
1,695,068 |
|
|
|
1,659,692 |
|
|
|
1,639,131 |
|
|
|
0.10 |
% |
|
N |
Hylan Intermediate Holding II, LLC |
|
Second Lien Term Loan |
|
SOFR(M) |
|
|
1.00 |
% |
|
|
10.00 |
% |
|
|
11.07 |
% |
|
3/11/2027 |
|
$ |
4,794,539 |
|
|
|
4,747,519 |
|
|
|
4,789,265 |
|
|
|
0.28 |
% |
|
N |
Hylan Intermediate Holding II, LLC |
|
First Lien Term Loan |
|
SOFR(S) |
|
|
1.00 |
% |
|
|
10.00 |
% |
|
|
11.07 |
% |
|
2/22/2026 |
|
$ |
4,983,707 |
|
|
|
4,983,707 |
|
|
|
4,978,225 |
|
|
|
0.29 |
% |
|
N |
Sunland Asphalt & Construction, LLC |
|
First Lien Delayed Draw Term Loan |
|
LIBOR(S) |
|
|
1.00 |
% |
|
|
6.00 |
% |
|
|
11.15 |
% |
|
1/13/2026 |
|
$ |
2,161,987 |
|
|
|
2,133,477 |
|
|
|
2,114,424 |
|
|
|
0.12 |
% |
|
N |
Sunland Asphalt & Construction, LLC |
|
First Lien Term Loan |
|
LIBOR(S) |
|
|
1.00 |
% |
|
|
6.00 |
% |
|
|
11.15 |
% |
|
1/13/2026 |
|
$ |
6,429,702 |
|
|
|
6,345,923 |
|
|
|
6,288,249 |
|
|
|
0.37 |
% |
|
N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32,102,736 |
|
|
|
31,745,613 |
|
|
|
1.88 |
% |
|
|
||||
17
BlackRock TCP Capital Corp.
Consolidated Schedule of Investments (Continued)
December 31, 2022
Issuer |
|
Instrument |
|
Ref |
|
Floor |
|
|
Spread |
|
|
Total |
|
|
Maturity |
|
Principal |
|
|
Cost |
|
|
Fair |
|
|
% of Total |
|
|
Notes |
|||||||
Debt Investments (continued) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Consumer Finance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Freedom Financial Network Funding, LLC |
|
First Lien Term Loan |
|
SOFR(S) |
|
|
1.00 |
% |
|
|
9.00 |
% |
|
|
13.95 |
% |
|
9/21/2027 |
|
$ |
7,500,000 |
|
|
$ |
7,319,662 |
|
|
$ |
7,312,500 |
|
|
|
0.43 |
% |
|
N |
Freedom Financial Network Funding, LLC |
|
First Lien Delayed Draw Term Loan |
|
SOFR(S) |
|
|
1.00 |
% |
|
|
9.00 |
% |
|
|
13.95 |
% |
|
9/21/2027 |
|
$ |
— |
|
|
|
(59,287 |
) |
|
|
(62,500 |
) |
|
|
— |
|
|
K/N |
Money Transfer Acquisition Inc. |
|
First Lien Term Loan |
|
SOFR(M) |
|
|
1.00 |
% |
|
|
8.25 |
% |
|
|
12.67 |
% |
|
12/14/2027 |
|
$ |
7,027,699 |
|
|
|
6,888,178 |
|
|
|
6,887,145 |
|
|
|
0.41 |
% |
|
N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,148,553 |
|
|
|
14,137,145 |
|
|
|
0.84 |
% |
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Containers & Packaging |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
BW Holding, Inc. (Brook & Whittle) |
|
Second Lien Term Loan |
|
SOFR(Q) |
|
|
0.75 |
% |
|
|
7.50 |
% |
|
|
12.05 |
% |
|
12/14/2029 |
|
$ |
11,969,577 |
|
|
|
11,723,498 |
|
|
|
11,095,797 |
|
|
|
0.66 |
% |
|
N |
BW Holding, Inc. (Brook & Whittle) |
|
Second Lien Delayed Draw Term Loan |
|
SOFR(Q) |
|
|
0.75 |
% |
|
|
7.50 |
% |
|
|
12.05 |
% |
|
12/14/2029 |
|
$ |
1,110,271 |
|
|
|
1,087,786 |
|
|
|
1,029,222 |
|
|
|
0.06 |
% |
|
N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,811,284 |
|
|
|
12,125,019 |
|
|
|
0.72 |
% |
|
|
||||
Distributors |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Colony Display, LLC |
|
First Lien Term Loan |
|
SOFR(S) |
|
|
1.00 |
% |
|
|
9.50 |
% |
|
|
13.91 |
% |
|
6/30/2026 |
|
$ |
7,001,885 |
|
|
|
6,899,214 |
|
|
|
6,490,748 |
|
|
|
0.38 |
% |
|
N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Diversified Consumer Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Elevate Brands OpCo, LLC |
|
First Lien Delayed Draw Term Loan |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
8.50 |
% |
|
|
13.23 |
% |
|
3/15/2027 |
|
$ |
20,800,000 |
|
|
|
20,481,244 |
|
|
|
20,616,000 |
|
|
|
1.22 |
% |
|
N |
Fusion Holding Corp. (Finalsite) |
|
First Lien Term Loan |
|
SOFR(Q) |
|
|
0.75 |
% |
|
|
6.25 |
% |
|
|
10.78 |
% |
|
9/14/2029 |
|
$ |
462,264 |
|
|
|
452,289 |
|
|
|
452,187 |
|
|
|
0.03 |
% |
|
N |
Fusion Holding Corp. (Finalsite) |
|
Sr Secured Revolver |
|
SOFR(Q) |
|
|
0.75 |
% |
|
|
6.25 |
% |
|
|
10.78 |
% |
|
9/15/2027 |
|
$ |
— |
|
|
|
(799 |
) |
|
|
(808 |
) |
|
|
— |
|
|
K/N |
Razor Group GmbH (Germany) |
|
First Lien Delayed Draw Term Loan |
|
LIBOR(M) |
|
|
1.00 |
% |
|
|
9.00 |
% |
|
|
14.21 |
% |
|
4/30/2025 |
|
$ |
39,269,210 |
|
|
|
39,479,357 |
|
|
|
37,672,005 |
|
|
|
2.22 |
% |
|
H/N |
Razor Group GmbH (Germany) |
|
First Lien Sr Secured Convertible Term Loan |
|
Fixed |
|
|
— |
|
|
3.50% Cash + 3.50% PIK |
|
|
|
7.00 |
% |
|
4/30/2025 |
|
$ |
4,653,062 |
|
|
|
4,653,062 |
|
|
|
5,006,695 |
|
|
|
0.30 |
% |
|
H/N |
|
SellerX Germany Gmbh & Co. Kg (Germany) |
|
First Lien Delayed Draw Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
8.00% Cash + 3.00% PIK |
|
|
|
15.73 |
% |
|
11/23/2025 |
|
$ |
17,748,723 |
|
|
|
17,458,552 |
|
|
|
17,499,523 |
|
|
|
1.03 |
% |
|
H/N |
|
Thras.io, LLC |
|
First Lien Term Loan |
|
LIBOR(S) |
|
|
1.00 |
% |
|
|
7.00 |
% |
|
|
11.17 |
% |
|
12/18/2026 |
|
$ |
23,414,209 |
|
|
|
23,112,939 |
|
|
|
20,750,844 |
|
|
|
1.23 |
% |
|
|
Thras.io, LLC |
|
First Lien Delayed Draw Term Loan |
|
LIBOR(S) |
|
|
1.00 |
% |
|
|
7.00 |
% |
|
|
11.17 |
% |
|
12/18/2026 |
|
$ |
9,789,913 |
|
|
|
9,520,360 |
|
|
|
7,676,715 |
|
|
|
0.45 |
% |
|
|
Whele, LLC (Perch) |
|
First Lien Incremental Term Loan |
|
SOFR(M) |
|
|
1.00 |
% |
|
(8.50% Cash + 3.00% PIK |
|
|
|
16.20 |
% |
|
10/15/2025 |
|
$ |
19,398,793 |
|
|
|
19,497,939 |
|
|
|
18,021,479 |
|
|
|
1.07 |
% |
|
N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
134,654,943 |
|
|
|
127,694,640 |
|
|
|
7.55 |
% |
|
|
||||
Diversified Financial Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
2-10 Holdco, Inc. |
|
First Lien Term Loan |
|
SOFR(M) |
|
|
0.75 |
% |
|
|
6.00 |
% |
|
|
10.42 |
% |
|
3/26/2026 |
|
$ |
8,209,065 |
|
|
|
8,183,608 |
|
|
|
8,100,705 |
|
|
|
0.48 |
% |
|
N |
2-10 Holdco, Inc. |
|
Sr Secured Revolver |
|
SOFR(M) |
|
|
0.75 |
% |
|
|
6.00 |
% |
|
|
10.42 |
% |
|
3/26/2026 |
|
$ |
— |
|
|
|
(1,215 |
) |
|
|
(9,552 |
) |
|
|
— |
|
|
K/N |
36th Street Capital Partners Holdings, LLC |
|
Senior Note |
|
Fixed |
|
|
— |
|
|
|
— |
|
|
|
12.00 |
% |
|
11/30/2025 |
|
$ |
50,131,437 |
|
|
|
50,131,437 |
|
|
|
50,131,437 |
|
|
|
2.96 |
% |
|
E/F/N |
Accordion Partners LLC |
|
First Lien Term Loan |
|
SOFR(Q) |
|
|
0.75 |
% |
|
|
6.25 |
% |
|
|
10.83 |
% |
|
8/29/2029 |
|
$ |
1,417,619 |
|
|
|
1,386,895 |
|
|
|
1,380,761 |
|
|
|
0.08 |
% |
|
N |
Accordion Partners LLC |
|
First Lien Delayed Draw Term Loan A |
|
SOFR(Q) |
|
|
0.75 |
% |
|
|
6.50 |
% |
|
|
11.08 |
% |
|
8/29/2029 |
|
$ |
— |
|
|
|
(2,660 |
) |
|
|
(1,857 |
) |
|
|
— |
|
|
K/N |
Accordion Partners LLC |
|
Sr Secured Revolver |
|
SOFR(Q) |
|
|
0.75 |
% |
|
|
6.25 |
% |
|
|
10.83 |
% |
|
8/31/2028 |
|
$ |
— |
|
|
|
(2,631 |
) |
|
|
(3,219 |
) |
|
|
— |
|
|
K/N |
Accordion Partners LLC |
|
First Lien Delayed Draw Term Loan B |
|
SOFR(Q) |
|
|
0.75 |
% |
|
|
6.25 |
% |
|
|
10.83 |
% |
|
8/29/2029 |
|
$ |
— |
|
|
|
(3,325 |
) |
|
|
(4,024 |
) |
|
|
— |
|
|
K/N |
Credit Suisse AG (Cayman Islands) |
|
Asset-Backed Credit Linked Notes |
|
Fixed |
|
|
— |
|
|
|
9.50 |
% |
|
|
9.50 |
% |
|
4/12/2025 |
|
$ |
1,573,042 |
|
|
|
1,573,042 |
|
|
|
1,415,738 |
|
|
|
0.08 |
% |
|
E/H/I/N |
GC Champion Acquisition LLC (Numerix) |
|
First Lien Term Loan |
|
SOFR(S) |
|
|
1.00 |
% |
|
|
6.75 |
% |
|
|
11.15 |
% |
|
8/21/2028 |
|
$ |
696,464 |
|
|
|
683,182 |
|
|
|
676,127 |
|
|
|
0.04 |
% |
|
N |
GC Champion Acquisition LLC (Numerix) |
|
First Lien Delayed Draw Term Loan |
|
SOFR(S) |
|
|
1.00 |
% |
|
|
6.75 |
% |
|
|
11.15 |
% |
|
8/21/2028 |
|
$ |
— |
|
|
|
(3,650 |
) |
|
|
(5,663 |
) |
|
|
— |
|
|
K/N |
Libra Solutions Intermediate Holdco, LLC et al (fka Oasis Financial, LLC) |
|
Second Lien Term Loan |
|
SOFR(M) |
|
|
1.00 |
% |
|
|
8.50 |
% |
|
|
12.93 |
% |
|
7/5/2026 |
|
$ |
17,633,544 |
|
|
|
17,383,495 |
|
|
|
17,175,072 |
|
|
|
1.02 |
% |
|
N |
Wealth Enhancement Group, LLC |
|
First Lien Delayed Draw Term Loan |
|
SOFR(S) |
|
|
1.00 |
% |
|
|
6.00 |
% |
|
|
10.44 |
% |
|
10/4/2027 |
|
$ |
223,806 |
|
|
|
221,696 |
|
|
|
212,406 |
|
|
|
0.01 |
% |
|
N |
Wealth Enhancement Group, LLC |
|
Sr Secured Revolver |
|
SOFR(S) |
|
|
1.00 |
% |
|
|
6.00 |
% |
|
|
10.44 |
% |
|
10/4/2027 |
|
$ |
— |
|
|
|
(119 |
) |
|
|
(650 |
) |
|
|
— |
|
|
K/N |
Worldremit Group Limited (United Kingdom) |
|
First Lien Term Loan (3.0% Exit Fee) |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
9.25 |
% |
|
|
13.91 |
% |
|
2/11/2025 |
|
$ |
43,629,951 |
|
|
|
43,101,443 |
|
|
|
42,800,982 |
|
|
|
2.53 |
% |
|
H/L/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
122,651,198 |
|
|
|
121,868,263 |
|
|
|
7.20 |
% |
|
|
||||
Diversified Telecommunication Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Aventiv Technologies, Inc. (Securus) |
|
Second Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
8.25 |
% |
|
|
12.66 |
% |
|
11/1/2025 |
|
$ |
25,846,154 |
|
|
|
25,728,438 |
|
|
|
17,236,154 |
|
|
|
1.02 |
% |
|
N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Electric Utilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Conergy Asia & ME Pte. Ltd. (Singapore) |
|
First Lien Term Loan |
|
Fixed |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
12/31/2023 |
|
$ |
2,110,141 |
|
|
|
2,110,141 |
|
|
|
— |
|
|
|
— |
|
|
D/F/H/N |
Kawa Solar Holdings Limited (Conergy) (Cayman Islands) |
|
Bank Guarantee Credit Facility |
|
Fixed |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
12/31/2023 |
|
$ |
6,578,877 |
|
|
|
6,578,877 |
|
|
|
101,315 |
|
|
|
0.01 |
% |
|
D/F/H/N |
Kawa Solar Holdings Limited (Conergy) (Cayman Islands) |
|
Revolving Credit Facility |
|
Fixed |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
12/31/2023 |
|
$ |
5,535,517 |
|
|
|
5,535,517 |
|
|
|
1,862,701 |
|
|
|
0.11 |
% |
|
D/F/H/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,224,535 |
|
|
|
1,964,016 |
|
|
|
0.12 |
% |
|
|
||||
18
BlackRock TCP Capital Corp.
Consolidated Schedule of Investments (Continued)
December 31, 2022
Issuer |
|
Instrument |
|
Ref |
|
Floor |
|
|
Spread |
|
|
Total |
|
|
Maturity |
|
Principal |
|
|
Cost |
|
|
Fair |
|
|
% of Total |
|
|
Notes |
|||||||
Debt Investments (continued) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Health Care Technology |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Appriss Health, LLC (PatientPing) |
|
First Lien Term Loan |
|
LIBOR(M) |
|
|
1.00 |
% |
|
|
7.25 |
% |
|
|
11.54 |
% |
|
5/6/2027 |
|
$ |
8,147,541 |
|
|
$ |
8,028,671 |
|
|
$ |
7,699,426 |
|
|
|
0.46 |
% |
|
N |
Appriss Health, LLC (PatientPing) |
|
Sr Secured Revolver |
|
LIBOR(M) |
|
|
1.00 |
% |
|
|
7.25 |
% |
|
|
11.54 |
% |
|
5/6/2027 |
|
$ |
— |
|
|
|
(7,913 |
) |
|
|
(29,949 |
) |
|
|
— |
|
|
K/N |
CareATC, Inc. |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
7.25 |
% |
|
|
11.99 |
% |
|
3/14/2024 |
|
$ |
13,783,122 |
|
|
|
13,676,548 |
|
|
|
13,562,592 |
|
|
|
0.80 |
% |
|
N |
CareATC, Inc. |
|
Sr Secured Revolver |
|
LIBOR(S) |
|
|
1.00 |
% |
|
|
7.25 |
% |
|
|
9.73 |
% |
|
3/14/2024 |
|
$ |
607,288 |
|
|
|
604,277 |
|
|
|
597,571 |
|
|
|
0.04 |
% |
|
N |
ESO Solutions, Inc. |
|
First Lien Term Loan |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
7.00 |
% |
|
|
11.59 |
% |
|
5/3/2027 |
|
$ |
23,802,071 |
|
|
|
23,397,473 |
|
|
|
22,849,988 |
|
|
|
1.35 |
% |
|
N |
ESO Solutions, Inc. |
|
Sr Secured Revolver |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
7.00 |
% |
|
|
11.59 |
% |
|
5/3/2027 |
|
$ |
— |
|
|
|
(25,389 |
) |
|
|
(70,011 |
) |
|
|
— |
|
|
K/N |
Edifecs, Inc. |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
7.50 |
% |
|
|
12.23 |
% |
|
9/21/2026 |
|
$ |
1,361,111 |
|
|
|
1,338,046 |
|
|
|
1,374,722 |
|
|
|
0.08 |
% |
|
N |
Gainwell Acquisition Corp. |
|
Second Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
8.00 |
% |
|
|
11.74 |
% |
|
10/2/2028 |
|
$ |
5,727,820 |
|
|
|
5,703,837 |
|
|
|
5,395,606 |
|
|
|
0.32 |
% |
|
N |
Sandata Technologies, LLC |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
— |
|
|
|
6.00 |
% |
|
|
10.75 |
% |
|
7/23/2024 |
|
$ |
20,250,000 |
|
|
|
20,138,494 |
|
|
|
19,784,250 |
|
|
|
1.16 |
% |
|
N |
Sandata Technologies, LLC |
|
Sr Secured Revolver |
|
LIBOR(Q) |
|
|
— |
|
|
|
6.00 |
% |
|
|
10.29 |
% |
|
7/23/2024 |
|
$ |
2,250,000 |
|
|
|
2,238,653 |
|
|
|
2,198,250 |
|
|
|
0.13 |
% |
|
N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
75,092,697 |
|
|
|
73,362,445 |
|
|
|
4.34 |
% |
|
|
||||
Healthcare Providers and Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
INH Buyer, Inc. (IMS Health) |
|
First Lien Term Loan (1.5% Exit Fee) |
|
SOFR(Q) |
|
|
1.00 |
% |
|
3.50% Cash + 3.50% PIK |
|
|
|
11.68 |
% |
|
6/28/2028 |
|
$ |
4,505,060 |
|
|
|
4,428,186 |
|
|
|
3,535,571 |
|
|
|
0.21 |
% |
|
L/N |
|
Opco Borrower, LLC (Giving Home Health Care) |
|
Sr Secured Revolver |
|
SOFR(M) |
|
|
1.00 |
% |
|
|
6.50 |
% |
|
|
10.87 |
% |
|
8/19/2027 |
|
$ |
6,250 |
|
|
|
5,958 |
|
|
|
5,706 |
|
|
|
— |
|
|
N |
Opco Borrower, LLC (Giving Home Health Care) |
|
First Lien Term Loan |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
6.50 |
% |
|
|
11.18 |
% |
|
8/19/2027 |
|
$ |
341,602 |
|
|
|
338,323 |
|
|
|
335,658 |
|
|
|
0.02 |
% |
|
N |
PHC Buyer, LLC (Patriot Home Care) |
|
First Lien Term Loan |
|
SOFR(S) |
|
|
0.75 |
% |
|
|
6.00 |
% |
|
|
10.70 |
% |
|
5/4/2028 |
|
$ |
10,340,600 |
|
|
|
10,152,047 |
|
|
|
10,010,735 |
|
|
|
0.59 |
% |
|
N |
PHC Buyer, LLC (Patriot Home Care) |
|
First Lien Delayed Draw Term Loan |
|
SOFR(S) |
|
|
0.75 |
% |
|
|
6.00 |
% |
|
|
10.70 |
% |
|
5/4/2028 |
|
$ |
— |
|
|
|
(70,579 |
) |
|
|
(126,294 |
) |
|
|
-0.01 |
% |
|
K/N |
Team Services Group, LLC |
|
Second Lien Term Loan |
|
LIBOR(S) |
|
|
1.00 |
% |
|
|
9.00 |
% |
|
|
13.93 |
% |
|
11/13/2028 |
|
$ |
27,855,847 |
|
|
|
27,164,042 |
|
|
|
26,463,055 |
|
|
|
1.57 |
% |
|
G/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
42,017,977 |
|
|
|
40,224,431 |
|
|
|
2.38 |
% |
|
|
||||
Hotels, Restaurants and Leisure |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Fishbowl, Inc. |
|
First Lien Term Loan |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
5.00 |
% |
|
|
9.84 |
% |
|
5/27/2027 |
|
$ |
12,089,579 |
|
|
|
12,089,579 |
|
|
|
12,089,579 |
|
|
|
0.72 |
% |
|
F/N |
OCM Luxembourg Baccarat BidCo S.À R.L. (Interblock) (Slovenia) |
|
First Lien Term Loan |
|
SOFR(Q) |
|
|
0.75 |
% |
|
|
6.25 |
% |
|
|
10.68 |
% |
|
6/3/2027 |
|
$ |
230,903 |
|
|
|
226,708 |
|
|
|
224,899 |
|
|
|
0.01 |
% |
|
H/N |
OCM Luxembourg Baccarat BidCo S.À R.L. (Interblock) (Slovenia) |
|
Sr Secured Revolver |
|
SOFR(Q) |
|
|
0.75 |
% |
|
|
6.25 |
% |
|
|
10.68 |
% |
|
6/3/2027 |
|
$ |
— |
|
|
|
(328 |
) |
|
|
(481 |
) |
|
|
— |
|
|
H/K/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,315,959 |
|
|
|
12,313,997 |
|
|
|
0.73 |
% |
|
|
||||
Insurance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
AmeriLife Holdings, LLC |
|
First Lien Term Loan |
|
SOFR(Q) |
|
|
0.75 |
% |
|
|
5.75 |
% |
|
|
9.58 |
% |
|
8/31/2029 |
|
$ |
1,818,182 |
|
|
|
1,783,546 |
|
|
|
1,743,636 |
|
|
|
0.10 |
% |
|
N |
AmeriLife Holdings, LLC |
|
First Lien Delayed Draw Term Loan |
|
SOFR(S) |
|
|
0.75 |
% |
|
|
5.75 |
% |
|
|
10.15 |
% |
|
8/31/2029 |
|
$ |
303,030 |
|
|
|
294,326 |
|
|
|
284,394 |
|
|
|
0.02 |
% |
|
N |
AmeriLife Holdings, LLC |
|
Sr Secured Revolver |
|
SOFR(Q) |
|
|
0.75 |
% |
|
|
5.75 |
% |
|
|
9.58 |
% |
|
8/31/2028 |
|
$ |
— |
|
|
|
(4,291 |
) |
|
|
(9,318 |
) |
|
|
— |
|
|
K/N |
Integrity Marketing Acquisition, LLC |
|
First Lien Incremental Term Loan |
|
SOFR(M) |
|
|
0.75 |
% |
|
|
6.50 |
% |
|
|
10.82 |
% |
|
8/27/2025 |
|
$ |
10,254,564 |
|
|
|
10,077,026 |
|
|
|
10,172,528 |
|
|
|
0.60 |
% |
|
N |
Integrity Marketing Acquisition, LLC |
|
Sr Secured Incremental Revolver |
|
SOFR(M) |
|
|
0.75 |
% |
|
|
6.50 |
% |
|
|
10.82 |
% |
|
8/27/2025 |
|
$ |
— |
|
|
|
(786,502 |
) |
|
|
(82,037 |
) |
|
|
— |
|
|
K/N |
IT Parent, LLC (Insurance Technologies) |
|
First Lien Term Loan |
|
LIBOR(M) |
|
|
1.00 |
% |
|
|
6.25 |
% |
|
|
10.63 |
% |
|
10/1/2026 |
|
$ |
4,834,127 |
|
|
|
4,769,068 |
|
|
|
4,519,909 |
|
|
|
0.27 |
% |
|
N |
IT Parent, LLC (Insurance Technologies) |
|
Sr Secured Revolver |
|
LIBOR(M)/PRIME |
|
|
1.00 |
% |
|
|
6.25 |
% |
|
|
11.21 |
% |
|
10/1/2026 |
|
$ |
458,333 |
|
|
|
450,271 |
|
|
|
417,708 |
|
|
|
0.02 |
% |
|
N |
Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance) |
|
First Lien Term Loan |
|
SOFR(S) |
|
|
0.75 |
% |
|
|
6.00 |
% |
|
|
11.12 |
% |
|
11/1/2028 |
|
$ |
852,857 |
|
|
|
841,089 |
|
|
|
814,479 |
|
|
|
0.05 |
% |
|
N |
Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance) |
|
First Lien Delayed Draw Term Loan |
|
SOFR(S) |
|
|
0.75 |
% |
|
|
6.00 |
% |
|
|
11.11 |
% |
|
11/1/2028 |
|
$ |
1,860,573 |
|
|
|
1,831,392 |
|
|
|
1,764,330 |
|
|
|
0.10 |
% |
|
N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,255,925 |
|
|
|
19,625,629 |
|
|
|
1.16 |
% |
|
|
||||
Internet and Catalog Retail |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
CommerceHub, Inc. |
|
First Lien Term Loan |
|
PRIME |
|
|
0.75 |
% |
|
|
5.25 |
% |
|
|
12.25 |
% |
|
12/29/2027 |
|
$ |
964,286 |
|
|
|
898,056 |
|
|
|
897,750 |
|
|
|
0.05 |
% |
|
N |
Syndigo, LLC |
|
Second Lien Term Loan |
|
LIBOR(S) |
|
|
0.75 |
% |
|
|
8.00 |
% |
|
|
13.21 |
% |
|
12/14/2028 |
|
$ |
12,141,870 |
|
|
|
11,996,183 |
|
|
|
9,652,787 |
|
|
|
0.58 |
% |
|
G/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,894,239 |
|
|
|
10,550,537 |
|
|
|
0.63 |
% |
|
|
||||
19
BlackRock TCP Capital Corp.
Consolidated Schedule of Investments (Continued)
December 31, 2022
Issuer |
|
Instrument |
|
Ref |
|
Floor |
|
|
Spread |
|
|
Total |
|
|
Maturity |
|
Principal |
|
|
Cost |
|
|
Fair |
|
|
% of Total |
|
|
Notes |
|||||||
Debt Investments (continued) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Internet Software and Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Acquia, Inc. |
|
Sr Secured Revolver |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
7.00 |
% |
|
|
10.64 |
% |
|
10/31/2025 |
|
$ |
1,112,098 |
|
|
$ |
1,094,116 |
|
|
$ |
1,112,098 |
|
|
|
0.07 |
% |
|
N |
Acquia, Inc. |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
7.00 |
% |
|
|
10.74 |
% |
|
10/31/2025 |
|
$ |
25,299,735 |
|
|
|
24,992,125 |
|
|
|
25,299,735 |
|
|
|
1.50 |
% |
|
N |
Anaconda, Inc. |
|
First Lien Term Loan |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
7.50 |
% |
|
|
11.86 |
% |
|
8/22/2027 |
|
$ |
5,717,940 |
|
|
|
5,663,515 |
|
|
|
5,637,889 |
|
|
|
0.33 |
% |
|
N |
Astra Acquisition Corp. (Anthology) |
|
Second Lien Term Loan |
|
LIBOR(M) |
|
|
0.75 |
% |
|
|
8.88 |
% |
|
|
13.26 |
% |
|
10/25/2029 |
|
$ |
20,715,038 |
|
|
|
20,337,084 |
|
|
|
18,643,534 |
|
|
|
1.10 |
% |
|
N |
Domo, Inc. |
|
First Lien Delayed Draw Term Loan (7.0% Exit Fee) |
|
LIBOR(M) |
|
|
1.50 |
% |
|
5.50% Cash + 2.50% PIK |
|
|
|
12.81 |
% |
|
4/1/2025 |
|
$ |
56,241,443 |
|
|
|
56,101,006 |
|
|
|
55,791,511 |
|
|
|
3.27 |
% |
|
L/N |
|
Domo, Inc. |
|
First Lien PIK Term Loan |
|
Fixed |
|
|
— |
|
|
9.50% PIK |
|
|
|
9.50 |
% |
|
4/1/2025 |
|
$ |
3,109,912 |
|
|
|
620,035 |
|
|
|
2,882,889 |
|
|
|
0.17 |
% |
|
N |
|
Gympass US, LLC |
|
First Lien Term Loan |
|
SOFR(Q) |
|
|
1.00 |
% |
|
4.00% Cash + 4.00% PIK |
|
|
|
12.77 |
% |
|
7/8/2027 |
|
$ |
508,896 |
|
|
|
504,226 |
|
|
|
500,245 |
|
|
|
0.03 |
% |
|
N |
|
InMoment, Inc. |
|
First Lien Term Loan |
|
SOFR(S) |
|
|
0.75 |
% |
|
5.00% cash + 2.50% PIK |
|
|
|
11.58 |
% |
|
6/8/2028 |
|
$ |
7,555,674 |
|
|
|
7,415,417 |
|
|
|
7,381,138 |
|
|
|
0.44 |
% |
|
N |
|
Magenta Buyer, LLC (McAfee) |
|
First Lien Incremental Term Loan |
|
Fixed |
|
|
— |
|
|
|
12.00 |
% |
|
|
12.00 |
% |
|
7/27/2028 |
|
$ |
2,152,739 |
|
|
|
1,937,465 |
|
|
|
2,012,811 |
|
|
|
0.12 |
% |
|
|
Magenta Buyer, LLC (McAfee) |
|
Second Lien Term Loan |
|
LIBOR(Q) |
|
|
0.75 |
% |
|
|
8.25 |
% |
|
|
12.67 |
% |
|
7/27/2029 |
|
$ |
20,000,000 |
|
|
|
19,751,604 |
|
|
|
15,900,000 |
|
|
|
0.94 |
% |
|
G |
Persado, Inc. |
|
First Lien Delayed Draw Term Loan (6.575% Exit Fee) |
|
SOFR(M) |
|
|
1.80 |
% |
|
|
7.00 |
% |
|
|
11.12 |
% |
|
6/10/2027 |
|
$ |
8,782,078 |
|
|
|
8,724,912 |
|
|
|
7,769,872 |
|
|
|
0.46 |
% |
|
L/N |
Persado, Inc. |
|
First Lien Term Loan (6.575% Exit Fee) |
|
SOFR(M) |
|
|
1.80 |
% |
|
|
7.00 |
% |
|
|
11.12 |
% |
|
6/10/2027 |
|
$ |
8,608,961 |
|
|
|
8,496,728 |
|
|
|
8,148,381 |
|
|
|
0.48 |
% |
|
L/N |
Pluralsight, Inc. |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
8.00 |
% |
|
|
11.83 |
% |
|
4/6/2027 |
|
$ |
32,582,872 |
|
|
|
32,075,239 |
|
|
|
31,312,141 |
|
|
|
1.85 |
% |
|
N |
Pluralsight, Inc. |
|
Sr Secured Revolver |
|
LIBOR(M) |
|
|
1.00 |
% |
|
|
8.00 |
% |
|
|
12.36 |
% |
|
4/6/2027 |
|
$ |
1,208,564 |
|
|
|
1,174,147 |
|
|
|
1,114,296 |
|
|
|
0.07 |
% |
|
N |
Quartz Holding Company (Quick Base) |
|
Second Lien Term Loan |
|
LIBOR(M) |
|
|
— |
|
|
|
8.00 |
% |
|
|
12.38 |
% |
|
4/2/2027 |
|
$ |
9,903,019 |
|
|
|
9,773,676 |
|
|
|
9,625,734 |
|
|
|
0.57 |
% |
|
N |
Reveal Data Corporation et al |
|
First Lien FILO Term Loan |
|
SOFR(S) |
|
|
1.00 |
% |
|
|
6.50 |
% |
|
|
9.92 |
% |
|
3/9/2028 |
|
$ |
8,143,975 |
|
|
|
7,965,825 |
|
|
|
7,876,038 |
|
|
|
0.47 |
% |
|
N |
ResearchGate GmBH (Germany) |
|
First Lien Term Loan (4.0% Exit Fee) |
|
EURIBOR(M) |
|
|
— |
|
|
|
8.55 |
% |
|
|
8.55 |
% |
|
10/1/2024 |
|
€ |
7,500,000 |
|
|
|
8,221,114 |
|
|
|
7,783,454 |
|
|
|
0.46 |
% |
|
H/L/N/O |
Sailpoint Technologies Holdings, Inc. |
|
First Lien Term Loan |
|
SOFR(M) |
|
|
0.75 |
% |
|
|
6.25 |
% |
|
|
10.58 |
% |
|
8/16/2029 |
|
$ |
462,462 |
|
|
|
453,467 |
|
|
|
448,450 |
|
|
|
0.03 |
% |
|
N |
Sailpoint Technologies Holdings, Inc. |
|
Sr Secured Revolver |
|
SOFR(M) |
|
|
0.75 |
% |
|
|
6.25 |
% |
|
|
10.58 |
% |
|
8/16/2028 |
|
$ |
— |
|
|
|
(704 |
) |
|
|
(1,092 |
) |
|
|
— |
|
|
K/N |
Spartan Bidco Pty Ltd (StarRez) (Australia) |
|
First Lien Incremental Term Loan |
|
SOFR(Q) |
|
|
0.75 |
% |
|
0.75% Cash + 6.50% PIK |
|
|
|
11.46 |
% |
|
1/24/2028 |
|
$ |
508,856 |
|
|
|
499,502 |
|
|
|
494,506 |
|
|
|
0.03 |
% |
|
H/I/N |
|
Suited Connector, LLC |
|
Sr Secured Revolver |
|
LIBOR(S) |
|
|
1.00 |
% |
|
|
6.00 |
% |
|
|
10.98 |
% |
|
12/1/2027 |
|
$ |
568,182 |
|
|
|
558,631 |
|
|
|
455,682 |
|
|
|
0.03 |
% |
|
N |
Suited Connector, LLC |
|
First Lien Term Loan |
|
LIBOR(S) |
|
|
1.00 |
% |
|
|
6.00 |
% |
|
|
10.92 |
% |
|
12/1/2027 |
|
$ |
3,490,057 |
|
|
|
3,429,466 |
|
|
|
2,799,026 |
|
|
|
0.17 |
% |
|
N |
Suited Connector, LLC |
|
First Lien Delayed Draw Term Loan |
|
LIBOR(S) |
|
|
1.00 |
% |
|
|
6.00 |
% |
|
|
10.92 |
% |
|
12/1/2027 |
|
$ |
— |
|
|
|
(13,985 |
) |
|
|
(168,750 |
) |
|
|
-0.01 |
% |
|
K/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
219,774,611 |
|
|
|
212,819,588 |
|
|
|
12.58 |
% |
|
|
||||
IT Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Avalara, Inc. |
|
First Lien Term Loan |
|
SOFR(Q) |
|
|
0.75 |
% |
|
|
7.25 |
% |
|
|
11.83 |
% |
|
10/19/2028 |
|
$ |
450,000 |
|
|
|
438,988 |
|
|
|
436,500 |
|
|
|
0.03 |
% |
|
N |
Avalara, Inc. |
|
Sr Secured Revolver |
|
SOFR(Q) |
|
|
0.75 |
% |
|
|
7.25 |
% |
|
|
11.83 |
% |
|
10/19/2028 |
|
$ |
— |
|
|
|
(1,089 |
) |
|
|
(1,350 |
) |
|
|
— |
|
|
K |
Ensono, Inc. |
|
Second Lien Term Loan B |
|
LIBOR(S) |
|
|
— |
|
|
|
8.00 |
% |
|
|
13.15 |
% |
|
5/28/2029 |
|
$ |
15,000,000 |
|
|
|
14,874,842 |
|
|
|
13,875,000 |
|
|
|
0.82 |
% |
|
N |
Madison Logic Holdings, Inc. |
|
First Lien Term Loan |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
7.00 |
% |
|
|
11.58 |
% |
|
12/29/2028 |
|
$ |
14,908,635 |
|
|
|
14,461,662 |
|
|
|
14,461,376 |
|
|
|
0.85 |
% |
|
N |
Madison Logic Holdings, Inc. |
|
Sr Secured Revolver |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
7.00 |
% |
|
|
11.58 |
% |
|
12/30/2027 |
|
$ |
— |
|
|
|
(32,098 |
) |
|
|
(32,098 |
) |
|
|
— |
|
|
K/N |
Xactly Corporation |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
7.25 |
% |
|
|
11.99 |
% |
|
7/31/2023 |
|
$ |
14,671,682 |
|
|
|
14,627,537 |
|
|
|
14,671,682 |
|
|
|
0.87 |
% |
|
N |
Xactly Corporation |
|
Sr Secured Revolver |
|
LIBOR(M) |
|
|
1.00 |
% |
|
|
7.25 |
% |
|
|
11.64 |
% |
|
7/31/2023 |
|
$ |
854,898 |
|
|
|
849,211 |
|
|
|
854,898 |
|
|
|
0.05 |
% |
|
N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
45,219,053 |
|
|
|
44,266,008 |
|
|
|
2.62 |
% |
|
|
||||
Leisure Products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Blue Star Sports Holdings, Inc. |
|
First Lien Delayed Draw Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
5.75% cash + 3.50% PIK |
|
|
|
13.16 |
% |
|
6/15/2024 |
|
$ |
64,693 |
|
|
|
64,403 |
|
|
|
62,623 |
|
|
|
— |
|
|
N |
|
Blue Star Sports Holdings, Inc. |
|
Sr Secured Revolver |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
5.75% cash + 3.50% PIK |
|
|
|
13.66 |
% |
|
6/15/2024 |
|
$ |
129,778 |
|
|
|
129,213 |
|
|
|
125,625 |
|
|
|
0.01 |
% |
|
N |
|
Blue Star Sports Holdings, Inc. |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
5.75% cash + 3.50% PIK |
|
|
|
13.66 |
% |
|
6/15/2024 |
|
$ |
1,788,770 |
|
|
|
1,779,707 |
|
|
|
1,731,530 |
|
|
|
0.10 |
% |
|
N |
|
Peloton Interactive, Inc. |
|
First Lien Term Loan |
|
SOFR(S) |
|
|
0.50 |
% |
|
|
7.00 |
% |
|
|
11.76 |
% |
|
5/25/2027 |
|
$ |
99,500 |
|
|
|
96,138 |
|
|
|
98,132 |
|
|
|
0.01 |
% |
|
J |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,069,461 |
|
|
|
2,017,910 |
|
|
|
0.12 |
% |
|
|
||||
Machinery |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Alcami Corporation |
|
First Lien Term Loan |
|
SOFR(M) |
|
|
1.00 |
% |
|
|
7.00 |
% |
|
|
11.42 |
% |
|
12/21/2028 |
|
$ |
6,555,187 |
|
|
|
6,326,692 |
|
|
|
6,325,755 |
|
|
|
0.37 |
% |
|
N |
Alcami Corporation |
|
First Lien Delayed Draw Term Loan |
|
SOFR(M) |
|
|
1.00 |
% |
|
|
7.00 |
% |
|
|
11.42 |
% |
|
12/21/2028 |
|
$ |
— |
|
|
|
(19,027 |
) |
|
|
(19,119 |
) |
|
|
— |
|
|
K/N |
Alcami Corporation |
|
Sr Secured Revolver |
|
SOFR(M) |
|
|
1.00 |
% |
|
|
7.00 |
% |
|
|
11.42 |
% |
|
12/21/2028 |
|
$ |
— |
|
|
|
(30,443 |
) |
|
|
(30,591 |
) |
|
|
— |
|
|
K/N |
Sonny's Enterprises, LLC |
|
First Lien Term Loan |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
6.75 |
% |
|
|
10.99 |
% |
|
8/5/2026 |
|
$ |
3,715,700 |
|
|
|
3,662,754 |
|
|
|
3,752,857 |
|
|
|
0.22 |
% |
|
N |
Sonny's Enterprises, LLC |
|
First Lien Delayed Draw Term Loan |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
6.75 |
% |
|
|
10.99 |
% |
|
8/5/2026 |
|
$ |
10,016,732 |
|
|
|
9,875,324 |
|
|
|
10,116,899 |
|
|
|
0.60 |
% |
|
N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,815,300 |
|
|
|
20,145,801 |
|
|
|
1.19 |
% |
|
|
||||
20
BlackRock TCP Capital Corp.
Consolidated Schedule of Investments (Continued)
December 31, 2022
Issuer |
|
Instrument |
|
Ref |
|
Floor |
|
|
Spread |
|
|
Total |
|
|
Maturity |
|
Principal |
|
|
Cost |
|
|
Fair |
|
|
% of Total |
|
|
Notes |
|||||||
Debt Investments (continued) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Media |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Khoros, LLC (Lithium) |
|
First Lien Term Loan |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
8.00 |
% |
|
|
12.06 |
% |
|
1/3/2024 |
|
$ |
28,016,636 |
|
|
$ |
27,815,415 |
|
|
$ |
27,624,404 |
|
|
|
1.63 |
% |
|
N |
Khoros, LLC (Lithium) |
|
Sr Secured Revolver |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
8.00 |
% |
|
|
10.53 |
% |
|
1/3/2024 |
|
$ |
661,121 |
|
|
|
648,192 |
|
|
|
637,982 |
|
|
|
0.04 |
% |
|
N |
NEP II, Inc. |
|
Second Lien Term Loan |
|
LIBOR(M) |
|
|
— |
|
|
|
7.00 |
% |
|
|
11.38 |
% |
|
10/19/2026 |
|
$ |
14,500,000 |
|
|
|
14,104,319 |
|
|
|
10,856,875 |
|
|
|
0.64 |
% |
|
G |
Quora, Inc. |
|
First Lien Term Loan (4.0% Exit Fee) |
|
Fixed |
|
|
— |
|
|
|
— |
|
|
|
10.10 |
% |
|
5/1/2024 |
|
$ |
12,819,528 |
|
|
|
12,742,240 |
|
|
|
12,154,309 |
|
|
|
0.72 |
% |
|
L/N |
Streamland Media Midco LLC |
|
First Lien Term Loan |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
6.75 |
% |
|
|
11.11 |
% |
|
8/31/2023 |
|
$ |
379,050 |
|
|
|
374,456 |
|
|
|
361,614 |
|
|
|
0.02 |
% |
|
N |
Streamland Media Midco LLC |
|
First Lien Delayed Draw Term Loan |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
6.75 |
% |
|
|
11.11 |
% |
|
8/31/2023 |
|
$ |
— |
|
|
|
(1,460 |
) |
|
|
(5,520 |
) |
|
|
— |
|
|
K/N |
Terraboost Media Operating Company, LLC |
|
First Lien Term Loan |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
6.50 |
% |
|
|
8.14 |
% |
|
8/23/2026 |
|
$ |
10,331,869 |
|
|
|
10,157,200 |
|
|
|
9,577,643 |
|
|
|
0.57 |
% |
|
N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
65,840,362 |
|
|
|
61,207,307 |
|
|
|
3.62 |
% |
|
|
||||
Oil, Gas and Consumable Fuels |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Iracore International Holdings, Inc. |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
|
9.00 |
% |
|
|
13.75 |
% |
|
4/12/2024 |
|
$ |
1,324,140 |
|
|
|
1,324,140 |
|
|
|
1,324,140 |
|
|
|
0.08 |
% |
|
B/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Paper and Forest Products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Alpine Acquisition Corp II (48Forty) |
|
First Lien Term Loan |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
5.50 |
% |
|
|
9.76 |
% |
|
11/30/2026 |
|
$ |
20,184,544 |
|
|
|
19,841,042 |
|
|
|
19,213,667 |
|
|
|
1.14 |
% |
|
N |
Alpine Acquisition Corp II (48Forty) |
|
First Lien Delayed Draw Term Loan |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
5.50 |
% |
|
|
9.76 |
% |
|
11/30/2026 |
|
$ |
178,802 |
|
|
|
174,001 |
|
|
|
170,202 |
|
|
|
0.01 |
% |
|
N |
Alpine Acquisition Corp II (48Forty) |
|
Sr Secured Revolver |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
5.50 |
% |
|
|
9.76 |
% |
|
11/30/2026 |
|
$ |
— |
|
|
|
(4,465 |
) |
|
|
(8,613 |
) |
|
|
— |
|
|
K/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,010,578 |
|
|
|
19,375,256 |
|
|
|
1.15 |
% |
|
|
||||
Professional Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Applause App Quality, Inc. |
|
First Lien Term Loan |
|
SOFR(S) |
|
|
1.00 |
% |
|
|
5.00 |
% |
|
|
8.26 |
% |
|
9/20/2025 |
|
$ |
15,283,420 |
|
|
|
15,259,441 |
|
|
|
15,283,420 |
|
|
|
0.90 |
% |
|
N |
Applause App Quality, Inc. |
|
Sr Secured Revolver |
|
SOFR(S) |
|
|
1.00 |
% |
|
|
5.00 |
% |
|
|
8.26 |
% |
|
9/30/2025 |
|
$ |
— |
|
|
|
(7,753 |
) |
|
|
— |
|
|
|
— |
|
|
K/N |
CIBT Solutions, Inc. |
|
Second Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
1.00% Cash + 6.75% PIK |
|
|
|
8.75 |
% |
|
6/1/2025 |
|
$ |
8,146,376 |
|
|
|
7,567,314 |
|
|
|
4,466,903 |
|
|
|
0.26 |
% |
|
C/G |
|
DTI Holdco, Inc. (Epiq Systems, Inc.) |
|
Second Lien Term Loan |
|
SOFR(Q) |
|
|
0.75 |
% |
|
|
7.75 |
% |
|
|
11.84 |
% |
|
4/26/2030 |
|
$ |
7,500,000 |
|
|
|
7,359,282 |
|
|
|
6,924,998 |
|
|
|
0.41 |
% |
|
|
GI Consilio Parent, LLC |
|
Second Lien Term Loan |
|
LIBOR(M) |
|
|
0.50 |
% |
|
|
7.50 |
% |
|
|
11.88 |
% |
|
5/14/2029 |
|
$ |
10,000,000 |
|
|
|
9,919,358 |
|
|
|
9,590,000 |
|
|
|
0.57 |
% |
|
N |
ICIMS, Inc. |
|
First Lien Term Loan |
|
SOFR(Q) |
|
|
0.75 |
% |
|
3.38% Cash + 3.88% PIK |
|
|
|
11.52 |
% |
|
8/18/2028 |
|
$ |
4,166,667 |
|
|
|
4,096,289 |
|
|
|
4,008,750 |
|
|
|
0.24 |
% |
|
N |
|
ICIMS, Inc. |
|
First Lien Incremental Term Loan |
|
SOFR(Q) |
|
|
0.75 |
% |
|
|
7.25 |
% |
|
|
11.52 |
% |
|
8/18/2028 |
|
$ |
4,449,002 |
|
|
|
4,373,036 |
|
|
|
4,372,479 |
|
|
|
0.26 |
% |
|
N |
ICIMS, Inc. |
|
First Lien Delayed Draw Term Loan |
|
SOFR(Q) |
|
|
0.75 |
% |
|
3.38% Cash + 3.88% PIK |
|
|
|
11.52 |
% |
|
8/18/2028 |
|
$ |
— |
|
|
|
(18,180 |
) |
|
|
(41,945 |
) |
|
|
— |
|
|
K/N |
|
ICIMS, Inc. |
|
Sr Secured Revolver |
|
SOFR(Q) |
|
|
0.75 |
% |
|
|
6.75 |
% |
|
|
11.02 |
% |
|
8/18/2028 |
|
$ |
— |
|
|
|
(6,520 |
) |
|
|
(15,040 |
) |
|
|
— |
|
|
K/N |
JobandTalent USA, Inc. (United Kingdom) |
|
First Lien Delayed Draw Term Loan (3.0% Exit Fee) |
|
SOFR(M) |
|
|
1.00 |
% |
|
|
8.75 |
% |
|
|
13.19 |
% |
|
2/17/2025 |
|
$ |
18,590,586 |
|
|
|
18,362,455 |
|
|
|
18,144,413 |
|
|
|
1.07 |
% |
|
H/L/N |
JobandTalent USA, Inc. (United Kingdom) |
|
First Lien Term Loan (3.0% Exit Fee) |
|
SOFR(M) |
|
|
1.00 |
% |
|
|
8.75 |
% |
|
|
13.19 |
% |
|
2/17/2025 |
|
$ |
26,409,413 |
|
|
|
26,063,403 |
|
|
|
25,775,587 |
|
|
|
1.52 |
% |
|
H/L/N |
RigUp, Inc. |
|
First Lien Delayed Draw Term Loan (4.0% Exit Fee) |
|
LIBOR(M) |
|
|
1.50 |
% |
|
|
7.00 |
% |
|
|
11.81 |
% |
|
3/1/2024 |
|
$ |
29,000,000 |
|
|
|
28,800,422 |
|
|
|
28,565,000 |
|
|
|
1.69 |
% |
|
L/N |
VT TopCo, Inc. (Veritext) |
|
Second Lien Term Loan |
|
LIBOR(M) |
|
|
0.75 |
% |
|
|
6.75 |
% |
|
|
11.13 |
% |
|
8/4/2026 |
|
$ |
2,666,667 |
|
|
|
2,653,075 |
|
|
|
2,560,000 |
|
|
|
0.15 |
% |
|
N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
124,421,622 |
|
|
|
119,634,565 |
|
|
|
7.07 |
% |
|
|
||||
Real Estate Management and Development |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Greystone Affordable Housing Initiatives, LLC |
|
First Lien Delayed Draw Term Loan |
|
LIBOR(S) |
|
|
1.25 |
% |
|
|
6.00 |
% |
|
|
9.05 |
% |
|
3/2/2026 |
|
$ |
4,666,667 |
|
|
|
4,666,667 |
|
|
|
4,610,667 |
|
|
|
0.27 |
% |
|
I/N |
Greystone Select Company II, LLC (Passco) |
|
First Lien Term Loan |
|
SOFR(M) |
|
|
1.50 |
% |
|
|
6.50 |
% |
|
|
10.94 |
% |
|
3/21/2027 |
|
$ |
8,181,818 |
|
|
|
8,033,414 |
|
|
|
8,034,545 |
|
|
|
0.47 |
% |
|
N |
Greystone Select Company II, LLC (Passco) |
|
First Lien Delayed Draw Term Loan |
|
SOFR(M) |
|
|
1.50 |
% |
|
|
6.50 |
% |
|
|
10.94 |
% |
|
3/21/2027 |
|
$ |
— |
|
|
|
(199,825 |
) |
|
|
(212,727 |
) |
|
|
-0.01 |
% |
|
K/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,500,256 |
|
|
|
12,432,485 |
|
|
|
0.73 |
% |
|
|
||||
Road and Rail |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Motive Technologies, Inc. (fka Keep Truckin, Inc.) |
|
First Lien Term Loan |
|
SOFR(S) |
|
|
1.00 |
% |
|
|
7.25 |
% |
|
|
11.03 |
% |
|
4/8/2025 |
|
$ |
29,880,937 |
|
|
|
29,588,102 |
|
|
|
29,671,771 |
|
|
|
1.76 |
% |
|
N |
Motive Technologies, Inc. (fka Keep Truckin, Inc.) |
|
First Lien Incremental Term Loan |
|
SOFR(S) |
|
|
1.00 |
% |
|
|
7.25 |
% |
|
|
10.94 |
% |
|
4/8/2025 |
|
$ |
10,119,063 |
|
|
|
10,009,446 |
|
|
|
10,048,229 |
|
|
|
0.59 |
% |
|
N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
39,597,548 |
|
|
|
39,720,000 |
|
|
|
2.35 |
% |
|
|
||||
Semiconductors and Semiconductor Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Emerald Technologies (U.S.) AcquisitionCo, Inc. |
|
First Lien Term Loan |
|
SOFR(M) |
|
|
1.00 |
% |
|
|
6.25 |
% |
|
|
10.67 |
% |
|
12/29/2027 |
|
$ |
5,494,916 |
|
|
$ |
5,398,475 |
|
|
$ |
5,215,582 |
|
|
|
0.31 |
% |
|
|
Emerald Technologies (U.S.) AcquisitionCo, Inc. |
|
Sr Secured Revolver |
|
SOFR(M) |
|
|
1.00 |
% |
|
|
6.00 |
% |
|
|
10.42 |
% |
|
12/29/2026 |
|
$ |
955,261 |
|
|
|
723,341 |
|
|
|
794,833 |
|
|
|
0.05 |
% |
|
N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,121,816 |
|
|
|
6,010,415 |
|
|
|
0.36 |
% |
|
|
||||
21
BlackRock TCP Capital Corp.
Consolidated Schedule of Investments (Continued)
December 31, 2022
Issuer |
|
Instrument |
|
Ref |
|
Floor |
|
|
Spread |
|
|
Total |
|
|
Maturity |
|
Principal |
|
|
Cost |
|
|
Fair |
|
|
% of Total |
|
|
Notes |
|||||||
Debt Investments (continued) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Aerospike, Inc. |
|
First Lien Term Loan |
|
LIBOR(M) |
|
|
1.00 |
% |
|
|
7.50 |
% |
|
|
11.88 |
% |
|
12/29/2025 |
|
$ |
6,933,486 |
|
|
|
6,879,278 |
|
|
|
6,814,230 |
|
|
|
0.40 |
% |
|
N |
AlphaSense, Inc. |
|
First Lien Term Loan |
|
SOFR(M) |
|
|
1.00 |
% |
|
|
7.00 |
% |
|
|
11.44 |
% |
|
3/11/2027 |
|
$ |
25,095,612 |
|
|
|
24,863,294 |
|
|
|
24,869,751 |
|
|
|
1.46 |
% |
|
N |
Aras Corporation |
|
Sr Secured Revolver |
|
LIBOR(S) |
|
|
1.00 |
% |
|
|
6.50 |
% |
|
|
9.50 |
% |
|
4/13/2027 |
|
$ |
290,778 |
|
|
|
278,104 |
|
|
|
257,629 |
|
|
|
0.02 |
% |
|
N |
Aras Corporation |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
1.00 |
% |
|
3.25% Cash + 3.75% PIK |
|
|
|
10.94 |
% |
|
4/13/2027 |
|
$ |
12,617,624 |
|
|
|
12,448,640 |
|
|
|
12,138,154 |
|
|
|
0.72 |
% |
|
N |
|
Backoffice Associates Holdings, LLC (Syniti) |
|
Sr Secured Revolver |
|
PRIME |
|
|
1.00 |
% |
|
|
6.75 |
% |
|
|
14.25 |
% |
|
4/30/2026 |
|
$ |
1,354,523 |
|
|
|
1,318,492 |
|
|
|
1,308,229 |
|
|
|
0.08 |
% |
|
N |
Backoffice Associates Holdings, LLC (Syniti) |
|
First Lien Term Loan |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
7.75 |
% |
|
|
12.00 |
% |
|
4/30/2026 |
|
$ |
12,916,507 |
|
|
|
12,643,518 |
|
|
|
12,567,761 |
|
|
|
0.74 |
% |
|
N |
Bonterra LLC (fka CyberGrants Holdings, LLC) |
|
First Lien Term Loan |
|
LIBOR(Q) |
|
|
0.75 |
% |
|
|
6.25 |
% |
|
|
10.98 |
% |
|
9/8/2027 |
|
$ |
2,833,333 |
|
|
|
2,798,816 |
|
|
|
2,746,350 |
|
|
|
0.16 |
% |
|
N |
Bonterra LLC (fka CyberGrants Holdings, LLC) |
|
First Lien Delayed Draw Term Loan |
|
LIBOR(Q) |
|
|
0.75 |
% |
|
|
6.25 |
% |
|
|
10.98 |
% |
|
9/8/2027 |
|
$ |
54,686 |
|
|
|
51,425 |
|
|
|
46,158 |
|
|
|
— |
|
|
N |
Bonterra LLC (fka CyberGrants Holdings, LLC) |
|
Sr Secured Revolver |
|
LIBOR(Q) |
|
|
0.75 |
% |
|
|
6.25 |
% |
|
|
10.98 |
% |
|
9/8/2027 |
|
$ |
103,311 |
|
|
|
100,015 |
|
|
|
94,783 |
|
|
|
0.01 |
% |
|
N |
Certify, Inc. |
|
First Lien Delayed Draw Term Loan |
|
LIBOR(M) |
|
|
1.00 |
% |
|
|
5.50 |
% |
|
|
9.89 |
% |
|
2/28/2024 |
|
$ |
3,188,631 |
|
|
|
3,176,216 |
|
|
|
3,171,412 |
|
|
|
0.19 |
% |
|
N |
Certify, Inc. |
|
First Lien Term Loan |
|
LIBOR(M) |
|
|
1.00 |
% |
|
|
5.50 |
% |
|
|
9.89 |
% |
|
2/28/2024 |
|
$ |
23,383,293 |
|
|
|
23,362,751 |
|
|
|
23,257,023 |
|
|
|
1.37 |
% |
|
N |
Certify, Inc. |
|
Sr Secured Revolver |
|
LIBOR(M) |
|
|
1.00 |
% |
|
|
5.50 |
% |
|
|
9.89 |
% |
|
2/28/2024 |
|
$ |
265,719 |
|
|
|
261,918 |
|
|
|
259,980 |
|
|
|
0.02 |
% |
|
N |
Elastic Path Software, Inc. (Canada) |
|
First Lien Term Loan |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
7.50 |
% |
|
|
11.37 |
% |
|
1/6/2026 |
|
$ |
5,432,783 |
|
|
|
5,389,945 |
|
|
|
5,379,542 |
|
|
|
0.32 |
% |
|
H/N |
Elastic Path Software, Inc. (Canada) |
|
First Lien Delayed Draw Term Loan |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
7.50 |
% |
|
|
12.12 |
% |
|
1/6/2026 |
|
$ |
2,758,041 |
|
|
|
2,731,501 |
|
|
|
2,731,012 |
|
|
|
0.16 |
% |
|
H/N |
Fusion Risk Management, Inc. |
|
First Lien Term Loan |
|
SOFR(Q) |
|
|
1.00 |
% |
|
3.25% Cash + 3.75% PIK |
|
|
|
11.40 |
% |
|
8/30/2028 |
|
$ |
362,133 |
|
|
|
354,405 |
|
|
|
349,821 |
|
|
|
0.02 |
% |
|
N |
|
Fusion Risk Management, Inc. |
|
Sr Secured Revolver |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
6.50 |
% |
|
|
10.90 |
% |
|
8/30/2028 |
|
$ |
— |
|
|
|
(762 |
) |
|
|
(1,220 |
) |
|
|
— |
|
|
K/N |
Grey Orange Incorporated |
|
First Lien Term Loan (3.75% Exit Fee) |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
7.25 |
% |
|
|
12.23 |
% |
|
5/6/2026 |
|
$ |
4,190,378 |
|
|
|
4,152,336 |
|
|
|
4,139,675 |
|
|
|
0.24 |
% |
|
L/N |
Grey Orange Incorporated |
|
First Lien Delayed Draw Term Loan (3.75% Exit Fee) |
|
SOFR(Q) |
|
|
1.00 |
% |
|
|
7.25 |
% |
|
|
11.55 |
% |
|
5/6/2026 |
|
$ |
2,514,227 |
|
|
|
2,478,477 |
|
|
|
2,463,523 |
|
|
|
0.15 |
% |
|
L/N |
GTY Technology Holdings Inc. |
|
First Lien Term Loan |
|
SOFR(Q) |
|
|
0.75 |
% |
|
2.58% Cash + 4.30% PIK |
|
|
|
11.46 |
% |
|
7/9/2029 |
|
$ |
259,207 |
|
|
|
254,404 |
|
|
|
250,912 |
|
|
|
0.01 |
% |
|
N |
|
GTY Technology Holdings Inc. |
|
First Lien Delayed Draw Term Loan |
|
SOFR(Q) |
|
|
0.75 |
% |
|
2.58% Cash + 4.30% PIK |
|
|
|
11.40 |
% |
|
7/9/2029 |
|
$ |
200,257 |
|
|
|
196,523 |
|
|
|
193,849 |
|
|
|
0.01 |
% |
|
N |
|
GTY Technology Holdings Inc. |
|
Sr Secured Revolver |
|
SOFR(Q) |
|
|
0.75 |
% |
|
|
6.25 |
% |
|
|
10.83 |
% |
|
7/9/2029 |
|
$ |
— |
|
|
|
(864 |
) |
|
|
(1,477 |
) |
|
|
— |
|
|
K/N |
Integrate.com, Inc. (Infinity Data, Inc.) |
|
First Lien Term Loan |
|
LIBOR(M)/SOFR(M) |
|
|
1.00 |
% |
|
3.00% Cash + 3.00% PIK |
|
|
|
10.34 |
% |
|
12/17/2027 |
|
$ |
3,873,660 |
|
|
|
3,807,368 |
|
|
|
3,757,451 |
|
|
|
0.22 |
% |
|
N |
|
Integrate.com, Inc. (Infinity Data, Inc.) |
|
First Lien Delayed Draw Term Loan |
|
SOFR(M) |
|
|
1.00 |
% |
|
3.00% Cash + 3.00% PIK |
|
|
|
10.28 |
% |
|
12/17/2027 |
|
$ |
— |
|
|
|
(11,038 |
) |
|
|
(20,000 |
) |
|
|
— |
|
|
K/N |
|
Integrate.com, Inc. (Infinity Data, Inc.) |
|
Sr Secured Revolver |
|
SOFR(M) |
|
|
1.00 |
% |
|
|
6.00 |
% |
|
|
10.28 |
% |
|
12/17/2027 |
|
$ |
— |
|
|
|
(5,519 |
) |
|
|
(10,000 |
) |
|
|
— |
|
|
K/N |
JOBVITE, Inc. (Employ, Inc.) |
|
First Lien Term Loan |
|
SOFR(S) |
|
|
0.75 |
% |
|
|
8.00 |
% |
|
|
10.93 |
% |
|
8/5/2028 |
|
$ |
1,000,000 |
|
|
|
975,863 |
|
|
|
966,200 |
|
|
|
0.06 |
% |
|
N |
Kaseya, Inc. |
|
First Lien Term Loan |
|
SOFR(Q) |
|
|
0.75 |
% |
|
|
5.75 |
% |
|
|
10.33 |
% |
|
6/25/2029 |
|
$ |
1,635,938 |
|
|
|
1,612,469 |
|
|
|
1,586,859 |
|
|
|
0.09 |
% |
|
N |
Kaseya, Inc. |
|
First Lien Delayed Draw Term Loan |
|
SOFR(Q) |
|
|
0.75 |
% |
|
|
5.75 |
% |
|
|
10.33 |
% |
|
6/25/2029 |
|
$ |
— |
|
|
|
(1,388 |
) |
|
|
(3,000 |
) |
|
|
— |
|
|
K/N |
Kaseya, Inc. |
|
Sr Secured Revolver |
|
SOFR(Q) |
|
|
0.75 |
% |
|
|
5.75 |
% |
|
|
10.33 |
% |
|
6/25/2029 |
|
$ |
— |
|
|
|
(1,388 |
) |
|
|
(3,000 |
) |
|
|
— |
|
|
K/N |
Kong Inc. |
|
First Lien Term Loan |
|
SOFR(M) |
|
|
1.00 |
% |
|
(5.50% Cash + 3.25% PIK |
|
|
|
12.99 |
% |
|
11/1/2027 |
|
$ |
6,193,721 |
|
|
|
6,070,623 |
|
|
|
6,069,846 |
|
|
|
0.36 |
% |
|
N |
|
Nvest, Inc. (SigFig) |
|
First Lien Term Loan |
|
SOFR(S) |
|
|
1.00 |
% |
|
|
7.50 |
% |
|
|
11.49 |
% |
|
9/15/2025 |
|
$ |
6,798,242 |
|
|
|
6,708,885 |
|
|
|
6,625,567 |
|
|
|
0.39 |
% |
|
N |
Oversight Systems, Inc. |
|
First Lien Term Loan |
|
LIBOR(M) |
|
|
1.00 |
% |
|
|
7.00 |
% |
|
|
11.38 |
% |
|
9/24/2026 |
|
$ |
4,513,081 |
|
|
|
4,442,490 |
|
|
|
4,332,558 |
|
|
|
0.26 |
% |
|
N |
22
BlackRock TCP Capital Corp.
Consolidated Schedule of Investments (Continued)
December 31, 2022
23
BlackRock TCP Capital Corp.
Consolidated Schedule of Investments (Continued)
December 31, 2022
Issuer |
|
Instrument |
|
|
|
|
|
|
|
|
|
Expiration |
|
Shares |
|
|
Cost |
|
|
Fair |
|
|
% of Total |
|
|
Notes |
||||
Equity Securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Automobiles |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Autoalert Acquisition Co, LLC |
|
Warrants to Purchase LLC Interest |
|
|
|
|
|
|
|
|
|
6/28/2030 |
|
|
7 |
|
|
|
2,910,423 |
|
|
|
— |
|
|
|
— |
|
|
D/E/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Capital Markets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Pico Quantitative Trading Holdings, LLC |
|
Warrants to Purchase Membership Units |
|
|
|
|
|
|
|
|
|
2/7/2030 |
|
|
287 |
|
|
|
645,121 |
|
|
|
1,671,461 |
|
|
|
0.10 |
% |
|
D/E/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Chemicals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
AGY Equity, LLC |
|
Class A Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
1,786,785 |
|
|
|
485,322 |
|
|
|
— |
|
|
|
— |
|
|
B/D/E/N |
AGY Equity, LLC |
|
Class B Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
1,250,749 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
B/D/E/N |
AGY Equity, LLC |
|
Class C Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
982,732 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
B/D/E/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
485,322 |
|
|
|
— |
|
|
|
— |
|
|
|
|
Communications Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Plate Newco 1 Limited (Avanti) (United Kingdom) |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
364 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
D/E/H/N/O |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Construction & Engineering |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Hylan Novellus LLC |
|
Class A Units |
|
|
|
|
|
|
|
|
|
|
|
|
117,124 |
|
|
|
13,817,817 |
|
|
|
12,230,088 |
|
|
|
0.72 |
% |
|
D/E/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diversified Consumer Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
MXP Prime Platform GmbH (SellerX) (Germany) |
|
Warrants to Purchase Preferred Series B Shares |
|
|
|
|
|
|
|
|
|
11/23/2028 |
|
|
135 |
|
|
|
— |
|
|
|
275,458 |
|
|
|
0.02 |
% |
|
D/E/H/N |
PerchHQ, LLC |
|
Warrants to Purchase Common Stock |
|
|
|
|
|
|
|
|
|
10/15/2027 |
|
|
134,500 |
|
|
|
— |
|
|
|
749,165 |
|
|
|
0.04 |
% |
|
D/E/N |
Razor Group GmbH (Germany) |
|
Warrants to Purchase Preferred Series A1 Shares |
|
|
|
|
|
|
|
|
|
4/28/2028 |
|
|
516 |
|
|
|
— |
|
|
|
1,992,877 |
|
|
|
0.12 |
% |
|
D/E/H/N |
Razor Group GmbH (Germany) |
|
Warrants to Purchase Series C Shares |
|
|
|
|
|
|
|
|
|
4/28/2028 |
|
|
158 |
|
|
|
— |
|
|
|
908,631 |
|
|
|
0.05 |
% |
|
D/E/H/N |
TVG-Edmentum Holdings, LLC |
|
Series B-1 Common Units |
|
|
|
|
|
|
|
|
|
|
|
|
17,858,122 |
|
|
|
17,724,660 |
|
|
|
32,391,197 |
|
|
|
1.92 |
% |
|
B/E/N |
TVG-Edmentum Holdings, LLC |
|
Series B-2 Common Units |
|
|
|
|
|
|
|
|
|
|
|
|
17,858,122 |
|
|
|
13,421,162 |
|
|
|
32,391,197 |
|
|
|
1.91 |
% |
|
B/D/E/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31,145,822 |
|
|
|
68,708,525 |
|
|
|
4.06 |
% |
|
|
|
Diversified Financial Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
36th Street Capital Partners Holdings, LLC |
|
Membership Units |
|
|
|
|
|
|
|
|
|
|
|
|
26,902,397 |
|
|
|
26,902,397 |
|
|
|
56,272,000 |
|
|
|
3.34 |
% |
|
E/F/N |
Conventional Lending TCP Holdings, LLC |
|
Membership Units |
|
|
|
|
|
|
|
|
|
|
|
|
17,550,591 |
|
|
|
17,425,790 |
|
|
|
16,146,544 |
|
|
|
0.95 |
% |
|
E/F/I/N |
Elevate Brands Holdco, Inc. |
|
Warrants to Purchase Common Stock |
|
|
|
|
|
|
|
|
|
3/14/2032 |
|
|
174,897 |
|
|
|
— |
|
|
|
84,160 |
|
|
|
— |
|
|
D/E/N |
Elevate Brands Holdco, Inc. |
|
Warrants to Purchase Preferred Stock |
|
|
|
|
|
|
|
|
|
3/14/2032 |
|
|
87,449 |
|
|
|
— |
|
|
|
67,520 |
|
|
|
— |
|
|
D/E/N |
GACP I, LP (Great American Capital) |
|
Membership Units |
|
|
|
|
|
|
|
|
|
|
|
|
460,486 |
|
|
|
460,486 |
|
|
|
656,020 |
|
|
|
0.04 |
% |
|
E/I/N |
GACP II, LP (Great American Capital) |
|
Membership Units |
|
|
|
|
|
|
|
|
|
|
|
|
4,807,739 |
|
|
|
4,807,739 |
|
|
|
4,929,560 |
|
|
|
0.29 |
% |
|
E/I/N |
Worldremit Group Limited (United Kingdom) |
|
Warrants to Purchase Series D Stock |
|
|
|
|
|
|
|
|
|
2/11/2031 |
|
|
34,820 |
|
|
|
— |
|
|
|
834,635 |
|
|
|
0.05 |
% |
|
D/E/H/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
49,596,412 |
|
|
|
78,990,439 |
|
|
|
4.67 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Electric Utilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Conergy Asia Holdings Limited (United Kingdom) |
|
Class B Shares |
|
|
|
|
|
|
|
|
|
|
|
|
1,000,000 |
|
|
|
1,000,000 |
|
|
|
— |
|
|
|
— |
|
|
D/E/F/H/N |
Conergy Asia Holdings Limited (United Kingdom) |
|
Ordinary Shares |
|
|
|
|
|
|
|
|
|
|
|
|
5,318,860 |
|
|
|
7,833,333 |
|
|
|
— |
|
|
|
— |
|
|
D/E/F/H/N |
Kawa Solar Holdings Limited (Conergy) (Cayman Islands) |
|
Ordinary Shares |
|
|
|
|
|
|
|
|
|
|
|
|
2,332,594 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
D/E/F/H/N |
Kawa Solar Holdings Limited (Conergy) (Cayman Islands) |
|
Series B Preferred Shares |
|
|
|
|
|
|
|
|
|
|
|
|
93,023 |
|
|
|
1,395,349 |
|
|
|
— |
|
|
|
— |
|
|
D/E/F/H/N |
Utilidata, Inc. |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
29,094 |
|
|
|
216,336 |
|
|
|
13,000 |
|
|
|
— |
|
|
D/E/N |
Utilidata, Inc. |
|
Series A-2 Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
257,369 |
|
|
|
153,398 |
|
|
|
236,000 |
|
|
|
0.01 |
% |
|
D/E/N |
Utilidata, Inc. |
|
Series A-1 Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
500,000 |
|
|
|
500,000 |
|
|
|
255,000 |
|
|
|
0.02 |
% |
|
D/E/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,098,416 |
|
|
|
504,000 |
|
|
|
0.03 |
% |
|
|
|
Electronic Equipment, Instruments and Components |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Soraa, Inc. |
|
Warrants to Purchase Preferred Stock |
|
|
|
|
|
|
|
|
|
8/29/2024 |
|
|
3,071,860 |
|
|
|
478,899 |
|
|
|
— |
|
|
|
— |
|
|
D/E/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Energy Equipment and Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
GlassPoint, Inc. |
|
Warrants to Purchase Common Stock |
|
|
|
|
|
|
|
|
|
9/12/2029 |
|
|
16 |
|
|
|
275,200 |
|
|
|
2,687,071 |
|
|
|
0.16 |
% |
|
D/E/N |
24
BlackRock TCP Capital Corp.
Consolidated Schedule of Investments (Continued)
December 31, 2022
Issuer |
|
Instrument |
|
|
|
|
|
|
|
|
|
Expiration |
|
Shares |
|
|
Cost |
|
|
Fair |
|
|
% of Total |
|
|
Notes |
||||
Equity Securities (continued) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Hotels, Restaurants and Leisure |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fishbowl, Inc. |
|
Common Membership Units |
|
|
|
|
|
|
|
|
|
5/27/2027 |
|
|
604,479 |
|
|
|
787,032 |
|
|
|
577,277 |
|
|
|
0.03 |
% |
|
D/F/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Internet Software and Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Domo, Inc. |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
49,792 |
|
|
|
1,543,054 |
|
|
|
709,038 |
|
|
|
0.04 |
% |
|
D |
FinancialForce.com, Inc. |
|
Warrants to Purchase Series C Preferred Stock |
|
|
|
|
|
|
|
|
|
1/30/2029 |
|
|
1,125,000 |
|
|
|
287,985 |
|
|
|
528,375 |
|
|
|
0.03 |
% |
|
D/E/N |
Foursquare Labs, Inc. |
|
Warrants to Purchase Series E Preferred Stock |
|
|
|
|
|
|
|
|
|
5/4/2027 |
|
|
2,062,500 |
|
|
|
508,805 |
|
|
|
994,321 |
|
|
|
0.06 |
% |
|
D/E/N |
InMobi, Inc. (Singapore) |
|
Warrants to Purchase Common Stock |
|
|
|
|
|
|
|
|
|
8/15/2027 |
|
|
1,327,869 |
|
|
|
212,360 |
|
|
|
1,718,934 |
|
|
|
0.10 |
% |
|
D/E/H/N |
InMobi, Inc. (Singapore) |
|
Warrants to Purchase Series E Preferred Stock |
|
|
|
|
|
|
|
|
|
9/18/2025 |
|
|
1,049,996 |
|
|
|
276,492 |
|
|
|
1,438,612 |
|
|
|
0.09 |
% |
|
D/E/H/N |
InMobi, Inc. (Singapore) |
|
Warrants to Purchase Series E Preferred Stock |
|
|
|
|
|
|
|
|
|
10/3/2028 |
|
|
1,511,002 |
|
|
|
93,407 |
|
|
|
1,712,638 |
|
|
|
0.10 |
% |
|
D/E/H/N |
ResearchGate Corporation (Germany) |
|
Warrants to Purchase Series D Preferred Stock |
|
|
|
|
|
|
|
|
|
10/30/2029 |
|
|
333,370 |
|
|
|
202,001 |
|
|
|
73,400 |
|
|
|
— |
|
|
D/E/H/N/O |
SnapLogic, Inc. |
|
Warrants to Purchase Series Preferred Stock |
|
|
|
|
|
|
|
|
|
3/19/2028 |
|
|
1,860,000 |
|
|
|
377,722 |
|
|
|
4,600,000 |
|
|
|
0.28 |
% |
|
D/E/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,501,826 |
|
|
|
11,775,318 |
|
|
|
0.70 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
IT Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fidelis (SVC), LLC |
|
Preferred Unit-C |
|
|
|
|
|
|
|
|
|
|
|
|
657,932 |
|
|
|
2,001,384 |
|
|
|
60,188 |
|
|
|
— |
|
|
D/E/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Media |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Quora, Inc. |
|
Warrants to Purchase Series D Preferred Stock |
|
|
|
|
|
|
|
|
|
4/11/2029 |
|
|
507,704 |
|
|
|
65,245 |
|
|
|
73,257 |
|
|
|
— |
|
|
D/E/N |
SoundCloud, Ltd. (United Kingdom) |
|
Warrants to Purchase Preferred Stock |
|
|
|
|
|
|
|
|
|
4/29/2025 |
|
|
946,498 |
|
|
|
79,082 |
|
|
|
616,576 |
|
|
|
0.04 |
% |
|
D/E/H/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
144,327 |
|
|
|
689,833 |
|
|
|
0.04 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Oil, Gas and Consumable Fuels |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Iracore Investments Holdings, Inc. |
|
Class A Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
16,207 |
|
|
|
4,177,710 |
|
|
|
2,983,163 |
|
|
|
0.18 |
% |
|
B/D/E/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Pharmaceuticals |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Inotiv, Inc. |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
14,578 |
|
|
|
— |
|
|
|
72,015 |
|
|
|
— |
|
|
D/E |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Professional Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Anacomp, Inc. |
|
Class A Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
1,255,527 |
|
|
|
26,711,048 |
|
|
|
552,432 |
|
|
|
0.03 |
% |
|
D/E/F/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Semiconductors and Semiconductor Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Nanosys, Inc. |
|
Warrants to Purchase Preferred Stock |
|
|
|
|
|
|
|
|
|
3/29/2023 |
|
|
800,000 |
|
|
|
605,266 |
|
|
|
261,441 |
|
|
|
0.02 |
% |
|
D/E/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Software |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Grey Orange International Inc. |
|
Warrants to Purchase Common Stock |
|
|
|
|
|
|
|
|
|
5/6/2032 |
|
|
5,678 |
|
|
|
— |
|
|
|
24,075 |
|
|
|
— |
|
|
D/E/N |
Tradeshift, Inc. |
|
Warrants to Purchase Series D Preferred Stock |
|
|
|
|
|
|
|
|
|
3/26/2027 |
|
|
1,712,930 |
|
|
|
577,843 |
|
|
|
619,621 |
|
|
|
0.04 |
% |
|
D/E/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
577,843 |
|
|
|
643,696 |
|
|
|
0.04 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Trading Companies & Distributors |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Blackbird Holdco, Inc. (Ohio Transmission Corp.) |
|
Preferred Stock |
|
Fixed |
|
|
|
|
|
12.50% PIK |
|
|
|
|
7,108 |
|
|
|
7,926,299 |
|
|
|
6,752,955 |
|
|
|
0.40 |
% |
|
E/N |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Equity Securities - 25.3% of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
156,886,167 |
|
|
|
189,159,902 |
|
|
|
11.18 |
% |
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total Investments - 215.5% of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,669,779,921 |
|
|
$ |
1,609,587,641 |
|
|
|
95.13 |
% |
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and Cash Equivalents - 11.1% of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
82,435,171 |
|
|
|
4.87 |
% |
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Cash and Investments - 226.6% of Net Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,692,022,812 |
|
|
|
100.00 |
% |
|
M |
||||
25
BlackRock TCP Capital Corp.
Consolidated Schedule of Investments (Continued)
December 31, 2022
Notes to Consolidated Schedule of Investments:
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 $338,307,784 and $481,458,510, respectively, for the year ended December 31, 2022. Aggregate acquisitions include investment assets received as payment in kind. Aggregate dispositions include principal paydowns on and maturities of debt investments. The total value of restricted securities and bank debt as of December 31, 2022 was $1,608,277,251 or 95.0% of total cash and investments of the Company. As of December 31, 2022, approximately 15.7% of the total assets of the Company were not qualifying assets under Section 55(a) of the 1940 Act.
See accompanying notes to the consolidated financial statements.
26
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2023
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 (the “1934 Act”) 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 “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 six persons, five of whom are independent.
On September 6, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with BlackRock Capital Investment Corporation, a Delaware corporation (“BCIC”), BCIC Merger Sub, LLC, a Delaware limited liability company and indirect wholly-owned subsidiary of the Company (formerly known as Project Spurs Merger Sub, LLC, “Merger Sub”), and, solely for the limited purposes set forth therein, (x) BlackRock Capital Investment Advisors, LLC, a Delaware limited liability company and investment advisor to BCIC (“BCIA”), and (y) the Advisor (the "Merger"). The Company’s Board of Directors and the BCIC Board of Directors, including all of the independent directors of each board, on the recommendation of a special committee comprised solely of the independent directors of each respective board, have approved the Merger Agreement and the terms and transactions contemplated thereby. See “Note 12 – Proposed Merger with BlackRock Capital Investment Corporation” for further information regarding the Merger Agreement and the Merger.
27
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2023
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
Pursuant to Rule 2a-5 (the “Rule”) under the 1940 Act, the Board of Directors designated the Advisor as the Company’s valuation designee (the “Valuation Designee”) to perform certain fair value functions, including performing fair value determinations and has approved policies and procedures adopted by the Advisor to seek to ensure compliance with the requirements of the Rule.
The Company’s investments are generally held by the Company's subsidiaries. Investments are recorded at fair value in accordance with GAAP, based upon the principles and methods of valuation set forth in the policies adopted by the Valuation Designee and approved 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 Valuation Designee which in the aggregate comprise less than 5% of the assets 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 Valuation Designee or, for investments aggregating less than 5% of the total assets of the Company, using valuations determined directly by the Valuation Designee. Such valuations are determined under documented valuation policies and procedures reviewed and approved by a committee established by the Valuation Designee (the “Valuation Committee”).
Generally, to increase objectivity in valuing the investments, the Valuation Designee will utilize external measures of value, such as public markets or third-party transactions, whenever possible. The Valuation Designee’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 that may significantly impact the profitability or viability of businesses in which the Company is invested, and therefore may significantly impact the return on the Company’s investments. The foregoing policies apply to all investments, including any in companies and groups of affiliated companies aggregating more than 5% of the Company’s assets.
28
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2023
2. Summary of Significant Accounting Policies — (continued)
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, 2023, the Company's investments were categorized as follows:
Level |
|
Basis for Determining Fair Value |
|
Bank Debt (1) |
|
|
Other |
|
|
Equity |
|
|
Total |
|
||||
1 |
|
Quoted prices in active markets for identical |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
533,360 |
|
|
$ |
533,360 |
|
2 |
|
Other direct and indirect observable market |
|
|
68,098,115 |
|
|
|
— |
|
|
|
— |
|
|
|
68,098,115 |
|
3 |
|
Independent third-party valuation sources |
|
|
1,294,839,963 |
|
|
|
50,131,437 |
|
|
|
179,102,635 |
|
|
|
1,524,074,035 |
|
3 |
|
Valuation Designee valuations with significant unobservable inputs |
|
|
— |
|
|
|
— |
|
|
|
615,208 |
|
|
|
615,208 |
|
Total |
|
|
|
$ |
1,362,938,078 |
|
|
$ |
50,131,437 |
|
|
$ |
180,251,203 |
|
|
$ |
1,593,320,718 |
|
29
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2023
2. Summary of Significant Accounting Policies — (continued)
Unobservable inputs used in the fair value measurement of Level 3 investments as of September 30, 2023 included the following:
Asset Type |
|
Fair Value |
|
|
Valuation Technique |
|
Unobservable Input |
|
Range (Weighted Avg.) (1) |
|
Bank Debt |
|
$ |
1,142,877,601 |
|
|
Income approach |
|
Discount rate |
|
10.4% - 25.1% (14.8%) |
|
|
|
60,983,781 |
|
|
Market quotations |
|
Indicative bid/ask quotes |
|
1 (1) |
|
|
|
83,377,709 |
|
|
Market comparable companies |
|
Revenue multiples |
|
0.6x - 2.0x (1.4x) |
|
|
|
1,324,151 |
|
|
Market comparable companies |
|
EBITDA multiples |
|
4.0x (4.0x) |
|
|
|
4,795,402 |
|
|
Option Pricing Model |
|
EBITDA/Revenue multiples |
|
0.0x - 2.0x (2.0x) |
|
|
|
|
|
|
|
Implied volatility |
|
20.0% - 65.0% (65.0%) |
|
|
|
|
|
|
|
|
Term |
|
1.0 years - 1.5 years (1.5 years) |
|
|
|
|
1,481,319 |
|
|
Asset approach (2) |
|
N/A |
|
N/A |
Other Corporate Debt |
|
|
50,131,437 |
|
|
Market comparable companies |
|
Book value multiples |
|
1.6x (1.6x) |
Equity |
|
|
7,092,352 |
|
|
Income approach |
|
Discount rate |
|
4.4% - 13.6% (13.5%) |
|
|
|
17,178,842 |
|
|
Option Pricing Model |
|
EBITDA/Revenue multiples |
|
2.0x - 15.3x (5.4x) |
|
|
|
|
|
|
|
Implied volatility |
|
50.0% - 70.0% (61.8%) |
|
|
|
|
|
|
|
|
Term |
|
1.0 years - 3.5 years (1.4 years) |
|
|
|
|
13,623,224 |
|
|
Market comparable companies |
|
Revenue multiples |
|
0.8x - 6.3x (1.8x) |
|
|
|
68,491,009 |
|
|
Market comparable companies |
|
EBITDA multiples |
|
4.0x - 13.5x (12.8x) |
|
|
|
67,310,852 |
|
|
Market comparable companies |
|
Book value multiples |
|
0.9x - 1.6x (1.4x) |
|
|
|
3,708,950 |
|
|
Asset approach (3) |
|
N/A |
|
N/A |
|
|
|
2,312,614 |
|
|
Transaction approach (4) |
|
N/A |
|
N/A |
|
|
$ |
1,524,689,243 |
|
|
|
|
|
|
|
30
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2023
2. Summary of Significant Accounting Policies — (continued)
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 |
|
Impact to Value if |
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 |
Changes in investments categorized as Level 3 during the three months ended September 30, 2023 were as follows:
|
|
Independent Third-Party Valuation |
|
|||||||||||||
|
|
Bank Debt |
|
|
Other |
|
|
Equity |
|
|
Total |
|
||||
Beginning balance |
|
$ |
1,261,005,221 |
|
|
$ |
69,891,437 |
|
|
$ |
188,595,657 |
|
|
$ |
1,519,492,315 |
|
|
|
(1,037,535 |
) |
|
|
1,473 |
|
|
|
(8,541,388 |
) |
|
|
(9,577,450 |
) |
|
Acquisitions (1) |
|
|
92,775,943 |
|
|
|
238,527 |
|
|
|
1,211,612 |
|
|
|
94,226,082 |
|
Dispositions |
|
|
(100,056,206 |
) |
|
|
(20,000,000 |
) |
|
|
(2,163,246 |
) |
|
|
(122,219,452 |
) |
Transfers into Level 3 (2) |
|
|
42,152,540 |
|
|
|
— |
|
|
|
— |
|
|
|
42,152,540 |
|
Ending balance |
|
$ |
1,294,839,963 |
|
|
$ |
50,131,437 |
|
|
$ |
179,102,635 |
|
|
$ |
1,524,074,035 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
$ |
(98,945 |
) |
|
$ |
— |
|
|
$ |
(8,421,386 |
) |
|
$ |
(8,520,331 |
) |
|
31
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2023
2. Summary of Significant Accounting Policies — (continued)
|
|
Valuation Designee Valuation |
|
|||||||||||||
|
|
Bank Debt |
|
|
Other |
|
|
Equity |
|
|
Total |
|
||||
Beginning balance |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
918,924 |
|
|
$ |
918,924 |
|
Net realized and unrealized gains (losses) |
|
|
— |
|
|
|
— |
|
|
|
(303,716 |
) |
|
|
(303,716 |
) |
Ending balance |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
615,208 |
|
|
$ |
615,208 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
$ |
— |
|
|
$ |
— |
|
|
$ |
(136,671 |
) |
|
$ |
(136,671 |
) |
|
Changes in investments categorized as Level 3 during the nine months ended September 30, 2023 were as follows:
|
|
Independent Third-Party Valuation |
|
|||||||||||||
|
|
Bank Debt |
|
|
Other |
|
|
Equity |
|
|
Total |
|
||||
Beginning balance |
|
$ |
1,258,052,376 |
|
|
$ |
68,451,437 |
|
|
$ |
187,504,790 |
|
|
$ |
1,514,008,603 |
|
|
|
(3,416,236 |
) |
|
|
1,373,296 |
|
|
|
(17,863,231 |
) |
|
|
(19,906,171 |
) |
|
Acquisitions (1) |
|
|
184,413,836 |
|
|
|
306,704 |
|
|
|
3,006,600 |
|
|
|
187,727,140 |
|
Dispositions |
|
|
(160,817,496 |
) |
|
|
(20,000,000 |
) |
|
|
7,074,097 |
|
|
|
(173,743,399 |
) |
Transfers into Level 3 (2) |
|
|
16,607,483 |
|
|
|
— |
|
|
|
— |
|
|
|
16,607,483 |
|
Reclassifications within Level 3 (3) |
|
|
— |
|
|
|
— |
|
|
|
(619,621 |
) |
|
|
(619,621 |
) |
Ending balance |
|
$ |
1,294,839,963 |
|
|
$ |
50,131,437 |
|
|
$ |
179,102,635 |
|
|
$ |
1,524,074,035 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
$ |
(9,501,868 |
) |
|
$ |
— |
|
|
$ |
(17,895,662 |
) |
|
$ |
(27,397,530 |
) |
|
32
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2023
2. Summary of Significant Accounting Policies — (continued)
|
|
Valuation Designee Valuation |
|
|||||||||||||
|
|
Bank Debt |
|
|
Other |
|
|
Equity |
|
|
Total |
|
||||
Beginning balance |
|
$ |
531,024 |
|
|
$ |
1,415,738 |
|
|
$ |
874,061 |
|
|
$ |
2,820,823 |
|
Net realized and unrealized gains (losses) |
|
|
(1,400 |
) |
|
|
(147,734 |
) |
|
|
(878,474 |
) |
|
|
(1,027,608 |
) |
Acquisitions (1) |
|
|
1,400 |
|
|
|
— |
|
|
|
605,266 |
|
|
|
606,666 |
|
Dispositions |
|
|
(531,024 |
) |
|
|
(1,268,004 |
) |
|
|
(605,266 |
) |
|
|
(2,404,294 |
) |
Reclassifications within Level 3 (2) |
|
|
— |
|
|
|
— |
|
|
|
619,621 |
|
|
|
619,621 |
|
Ending balance |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
615,208 |
|
|
$ |
615,208 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
$ |
— |
|
|
$ |
— |
|
|
$ |
(617,033 |
) |
|
$ |
(617,033 |
) |
|
At December 31, 2022, the Company’s investments were categorized as follows:
Level |
|
Basis for Determining Fair Value |
|
Bank Debt (1) |
|
|
Other |
|
|
Equity |
|
|
Total |
|
||||
1 |
|
Quoted prices in active markets for identical |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
781,051 |
|
|
$ |
781,051 |
|
2 |
|
Other direct and indirect observable market |
|
|
91,977,164 |
|
|
|
— |
|
|
|
— |
|
|
|
91,977,164 |
|
3 |
|
Independent third-party valuation sources that |
|
|
1,258,052,376 |
|
|
|
68,451,437 |
|
|
|
187,504,790 |
|
|
|
1,514,008,603 |
|
3 |
|
Advisor valuations with significant unobservable inputs |
|
|
531,024 |
|
|
|
1,415,738 |
|
|
|
874,061 |
|
|
|
2,820,823 |
|
Total |
|
|
|
$ |
1,350,560,564 |
|
|
$ |
69,867,175 |
|
|
$ |
189,159,902 |
|
|
$ |
1,609,587,641 |
|
33
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2023
2. Summary of Significant Accounting Policies — (continued)
Unobservable inputs used in the fair value measurement of Level 3 investments as of December 31, 2022 included the following:
Asset Type |
|
Fair Value |
|
|
Valuation Technique |
|
Unobservable Input |
|
Range (Weighted Avg.) (1) |
|
Bank Debt |
|
$ |
1,143,846,175 |
|
|
Income approach |
|
Discount rate |
|
9.4% - 19.5% (13.8%) |
|
|
|
82,058,774 |
|
|
Market quotations |
|
Indicative bid/ask quotes |
|
1 (1) |
|
|
|
26,289,104 |
|
|
Market comparable companies |
|
Revenue multiples |
|
1.0x - 1.4x (1.2x) |
|
|
|
1,324,140 |
|
|
Market comparable companies |
|
EBITDA multiples |
|
3.8x (3.8x) |
|
|
|
5,065,205 |
|
|
Option Pricing Model |
|
EBITDA/Revenue multiples |
|
2.8x (2.8x) |
|
|
|
|
|
|
|
Implied volatility |
|
20.0% - 65.0% (64.5%) |
|
|
|
|
|
|
|
|
Term |
|
1.8 years - 2.3 years (2.2 years) |
|
Other Corporate Debt |
|
|
25,065,719 |
|
|
Market comparable companies |
|
Book value multiples |
|
1.5x (1.5x) |
|
|
|
18,320,000 |
|
|
Income approach |
|
Discount rate |
|
15.3% (15.3%) |
|
|
|
26,481,456 |
|
|
Market quotations |
|
Indicative bid/ask quotes |
|
1 (1) |
Equity |
|
|
6,752,959 |
|
|
Income approach |
|
Discount rate |
|
13.9% (13.9%) |
|
|
|
30,823,071 |
|
|
Market quotations |
|
Indicative bid/ask quotes |
|
1 (1) |
|
|
|
19,060,180 |
|
|
Option Pricing Model |
|
EBITDA/Revenue multiples |
|
2.5x - 12.5x (5.7x) |
|
|
|
|
|
|
|
Implied volatility |
|
40.0% - 70.0% (59.7%) |
|
|
|
|
|
|
|
|
Term |
|
0.3 years - 4.3 years (1.4 years) |
|
|
|
|
1,878,874 |
|
|
Market comparable companies |
|
Revenue multiples |
|
0.8x - 2.8x (1.3x) |
|
|
|
80,651,665 |
|
|
Market comparable companies |
|
EBITDA multiples |
|
3.0x - 13.5x (12.0x) |
|
|
|
44,282,544 |
|
|
Market comparable companies |
|
Book value multiples |
|
0.9x - 1.5x (1.3x) |
|
|
|
4,929,560 |
|
|
Other (2) |
|
N/A |
|
N/A |
|
|
$ |
1,516,829,426 |
|
|
|
|
|
|
|
34
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2023
2. Summary of Significant Accounting Policies — (continued)
Changes in investments categorized as Level 3 during the three months ended September 30, 2022 were as follows:
|
|
Independent Third-Party Valuation |
|
|||||||||||||
|
|
Bank Debt |
|
|
Other |
|
|
Equity |
|
|
Total |
|
||||
Beginning balance |
|
$ |
1,438,536,441 |
|
|
$ |
58,521,437 |
|
|
$ |
198,860,894 |
|
|
$ |
1,695,918,772 |
|
|
|
(13,491,383 |
) |
|
|
748,455 |
|
|
|
15,810,822 |
|
|
|
3,067,894 |
|
|
Acquisitions (1) |
|
|
49,367,811 |
|
|
|
31,546 |
|
|
|
933,670 |
|
|
|
50,333,027 |
|
Dispositions |
|
|
(169,380,088 |
) |
|
|
— |
|
|
|
(737,303 |
) |
|
|
(170,117,391 |
) |
Transfers into Level 3 (2) |
|
|
23,915,834 |
|
|
|
— |
|
|
|
— |
|
|
|
23,915,834 |
|
Ending balance |
|
$ |
1,328,948,615 |
|
|
$ |
59,301,438 |
|
|
$ |
214,868,083 |
|
|
$ |
1,603,118,136 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
$ |
(16,643,814 |
) |
|
$ |
748,455 |
|
|
$ |
15,686,630 |
|
|
$ |
(208,729 |
) |
|
|
|
Valuation Designee Valuation |
|
|||||||||||||
|
|
Bank Debt |
|
|
Other |
|
|
Equity |
|
|
Total |
|
||||
Beginning balance |
|
$ |
— |
|
|
$ |
1,415,738 |
|
|
$ |
1,564,975 |
|
|
$ |
2,980,713 |
|
Net realized and unrealized gains (losses) |
|
|
— |
|
|
|
— |
|
|
|
(287,941 |
) |
|
|
(287,941 |
) |
Ending balance |
|
$ |
— |
|
|
$ |
1,415,738 |
|
|
$ |
1,277,034 |
|
|
$ |
2,692,772 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
$ |
— |
|
|
$ |
— |
|
|
$ |
(287,941 |
) |
|
$ |
(287,941 |
) |
|
35
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2023
2. Summary of Significant Accounting Policies — (continued)
Changes in investments categorized as Level 3 during the nine months ended September 30, 2022 were as follows:
|
|
Independent Third-Party Valuation |
|
|||||||||||||
|
|
Bank Debt |
|
|
Other |
|
|
Equity |
|
|
Total |
|
||||
Beginning balance |
|
$ |
1,453,211,129 |
|
|
$ |
61,266,010 |
|
|
$ |
201,713,142 |
|
|
$ |
1,716,190,281 |
|
|
|
(41,154,229 |
) |
|
|
(2,080,937 |
) |
|
|
23,675,350 |
|
|
|
(19,559,816 |
) |
|
Acquisitions (1) |
|
|
260,684,047 |
|
|
|
116,365 |
|
|
|
4,371,404 |
|
|
|
265,171,816 |
|
Dispositions |
|
|
(388,929,966 |
) |
|
|
— |
|
|
|
(14,891,813 |
) |
|
|
(403,821,779 |
) |
Transfers into Level 3 (2) |
|
|
45,137,634 |
|
|
|
— |
|
|
|
— |
|
|
|
45,137,634 |
|
Ending balance |
|
$ |
1,328,948,615 |
|
|
$ |
59,301,438 |
|
|
$ |
214,868,083 |
|
|
$ |
1,603,118,136 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
$ |
(41,203,881 |
) |
|
$ |
(2,267,875 |
) |
|
$ |
30,099,207 |
|
|
$ |
(13,372,548 |
) |
|
|
|
Valuation Designee Valuation |
|
|||||||||||||
|
|
Bank Debt |
|
|
Other |
|
|
Equity |
|
|
Total |
|
||||
Beginning balance |
|
$ |
— |
|
|
$ |
2,888,000 |
|
|
$ |
2,197,030 |
|
|
$ |
5,085,030 |
|
Net realized and unrealized gains (losses) |
|
|
— |
|
|
|
(15,342 |
) |
|
|
(731,590 |
) |
|
|
(746,932 |
) |
Dispositions |
|
|
— |
|
|
|
(1,456,920 |
) |
|
|
(188,406 |
) |
|
|
(1,645,326 |
) |
Ending balance |
|
$ |
— |
|
|
$ |
1,415,738 |
|
|
$ |
1,277,034 |
|
|
$ |
2,692,772 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
$ |
— |
|
|
$ |
(5,304 |
) |
|
$ |
(129,646 |
) |
|
$ |
(134,950 |
) |
|
36
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2023
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 the custodian bank. Cash equivalents consist of highly liquid investments with an original maturity of generally 60 days or less and may not be insured by the FDIC or may exceed federally insured limits. Cash equivalents are classified as Level 1 in the GAAP valuation hierarchy. There was no restricted cash at September 30, 2023 or December 31, 2022.
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 Currency 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, 2023 and December 31, 2022, respectively. Such positions were converted at the respective closing foreign exchange rates in effect at September 30, 2023 and December 31, 2022 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.
37
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2023
2. Summary of Significant Accounting Policies — (continued)
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 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, 2023 and 2022, 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 generally 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, TCPC Funding II and the SBIC is reported in the respective members' or partners’ income tax returns, as applicable. In accordance with ASC Topic 740 - Income Taxes, the Company recognizes in its consolidated financial statements the effect of a tax position when it is determined that such position is more likely than not, based on the technical merits, to be sustained upon examination. The tax returns of the Company, SVCP, TCPC Funding, 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, 2023, 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.
38
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2023
2. Summary of Significant Accounting Policies — (continued)
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 and/or return of capital. As of December 31, 2022, the Company had non-expiring capital loss carryforwards in the amount of $176,325,662 available to offset future realized capital gains.
As of December 31, 2022, gross unrealized appreciation and depreciation for investments and derivatives based on cost for U.S. federal income tax purposes were as follows:
|
|
December 31, 2022 |
|
|
Tax basis of investments |
|
$ |
1,656,032,096 |
|
|
|
|
|
|
Unrealized appreciation |
|
$ |
100,832,690 |
|
Unrealized depreciation |
|
|
(147,277,145 |
) |
Net unrealized appreciation (depreciation) |
|
$ |
(46,444,455 |
) |
Recent Accounting Pronouncements
In March 2020 and January 2021, the FASB issued ASU No. 2020-04 and ASU No. 2021-01, respectively, “Reference Rate Reform (Topic 848),” which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. ASU 2020-04 is effective and can be adopted by all entities through December 31, 2022. The expedients and exceptions provided by the amendments do not apply to contract modifications and hedging relationships entered into or evaluated after December 31, 2022, except for hedging transactions as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. In December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, which deferred the sunset day of this guidance to December 31, 2024. The Company is currently evaluating the impact of adopting ASU 2020-04 on its consolidated financial statements.
In August 2020, the FASB issued ASU No. 2020-06, “Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity,” which simplifies the accounting for convertible instruments by removing the separation models for (1) convertible debt with a cash conversion feature and (2) convertible instruments with a beneficial conversion feature. As a result, after adoption, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost. Additionally, ASU 2020-06 requires the application of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, with early adoption permitted for fiscal years beginning after December 15, 2020 and can be adopted on either a fully retrospective or modified retrospective basis. The Company adopted under the modified retrospective basis as of January 1, 2022. The impact of the Company’s adoption under the modified retrospective basis required an adjustment of $0.1 million to opening net assets for the remaining unamortized discount on the 2022 Convertible Notes, an increase to our debt balance in the amount of $0.1 million as a result of the recombination of the equity conversion component of the 2022 Convertible Notes, and $0.1 million lower interest expense on the Consolidated Statements of Operations. The Company’s adoption of this guidance did not have a material impact on the Company’s financial position, results of operations, or cash flows.
39
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2023
3. Management Fees, Incentive Fees and Other Expenses
On February 8, 2019, the stockholders of the Company approved an amended investment management agreement to be effective on February 9, 2019 between the Company and the Advisor which (i) reduced the management fee on total assets (excluding cash and cash equivalents) that exceed an amount equal to 200% of the net asset value of the Company from 1.5% to 1.0%, (ii) reduced the incentive compensation on net investment income and net realized gains (reduced by any net unrealized losses) from 20% to 17.5% and (iii) reduced the cumulative total return hurdle from 8% to 7%.
Accordingly, the Company’s management fee is calculated at an annual rate of 1.5% on total assets (excluding cash and cash equivalents) up to an amount equal to 200% of the net asset value of the Company, and 1.0% thereafter. The management fee is calculated on a consolidated basis as of the beginning of each quarter and is payable to the Advisor quarterly in arrears.
Incentive compensation is only incurred to the extent the Company’s cumulative total return (after incentive compensation) exceeds a 7% annual rate on daily weighted-average contributed common equity. Subject to that limitation, incentive compensation is calculated on ordinary income (before incentive compensation) and net realized gains (net of any unrealized depreciation) at rates of 17.5% on income since the fee reduction on February 8, 2019 and 20% previously. Incentive compensation is computed as the difference between incentive compensation earned and incentive compensation paid, subject to the total return hurdle, on a cumulative basis since January 1, 2013, and is payable quarterly in arrears.
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, 2023 and December 31, 2022, no such reserve was accrued.
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.
40
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2023
4. Debt
Debt is comprised of unsecured notes due August 2024 issued by the Company (the “2024 Notes”), unsecured notes due February 2026 issued by the Company (the “2026 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 repaid on March 1, 2022, debt included $140.0 million in convertible senior unsecured notes due March 2022 issued by the Company (the "2022 Convertible Notes"). Prior to being repaid on September 17, 2021, debt included $175.0 million in unsecured notes due August 2022 issued by the Company (the "2022 Notes").
Total debt outstanding and available at September 30, 2023 was as follows:
|
|
Maturity |
|
Rate |
|
|
Carrying |
|
|
Available |
|
|
Total |
|
|
|||
Operating Facility |
|
2026 |
|
SOFR+1.75% |
(2) |
|
$ |
148,826,611 |
|
|
$ |
151,173,389 |
|
|
$ |
300,000,000 |
|
(3) |
Funding Facility II |
|
2027 |
|
SOFR+2.05% |
(4) |
|
|
100,000,000 |
|
|
|
100,000,000 |
|
|
|
200,000,000 |
|
(5) |
SBA Debentures |
|
2024−2031 |
|
2.52% |
(6) |
|
|
150,000,000 |
|
|
|
10,000,000 |
|
|
|
160,000,000 |
|
|
2024 Notes ($250 million par) |
|
2024 |
|
3.900% |
|
|
|
249,443,956 |
|
|
|
— |
|
|
|
249,443,956 |
|
|
2026 Notes ($325 million par) |
|
2026 |
|
2.850% |
|
|
|
325,887,724 |
|
|
|
— |
|
|
|
325,887,724 |
|
|
Total leverage |
|
|
|
|
|
|
|
974,158,291 |
|
|
$ |
261,173,389 |
|
|
$ |
1,235,331,680 |
|
|
Unamortized issuance costs |
|
|
|
|
|
|
|
(3,784,018 |
) |
|
|
|
|
|
|
|
||
Debt, net of unamortized issuance costs |
|
|
|
|
|
|
$ |
970,374,273 |
|
|
|
|
|
|
|
|
||
Total debt outstanding and available at December 31, 2022 was as follows:
|
|
Maturity |
|
Rate |
|
|
Carrying |
|
|
Available |
|
|
Total |
|
|
|||
Operating Facility |
|
2026 |
|
L+1.75% |
(2) |
|
$ |
123,889,980 |
|
|
$ |
176,110,020 |
|
|
$ |
300,000,000 |
|
(3) |
Funding Facility II |
|
2025 |
|
L+2.00% |
(4) |
|
|
100,000,000 |
|
|
|
100,000,000 |
|
|
|
200,000,000 |
|
(5) |
SBA Debentures |
|
2024−2031 |
|
2.52% |
(6) |
|
|
150,000,000 |
|
|
|
10,000,000 |
|
|
|
160,000,000 |
|
|
2024 Notes ($250 million par) |
|
2024 |
|
3.900% |
|
|
|
248,997,527 |
|
|
|
— |
|
|
|
248,997,527 |
|
|
2026 Notes ($325 million par) |
|
2026 |
|
2.850% |
|
|
|
326,174,734 |
|
|
|
— |
|
|
|
326,174,734 |
|
|
Total leverage |
|
|
|
|
|
|
|
949,062,241 |
|
|
$ |
286,110,020 |
|
|
$ |
1,235,172,261 |
|
|
Unamortized issuance costs |
|
|
|
|
|
|
|
(5,056,427 |
) |
|
|
|
|
|
|
|
||
Debt, net of unamortized issuance costs |
|
|
|
|
|
|
$ |
944,005,814 |
|
|
|
|
|
|
|
|
||
41
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2023
4. Debt — (continued)
The combined weighted-average interest rates on total debt outstanding at September 30, 2023 and December 31, 2022 were 4.24% and 3.90%, respectively.
Total expenses related to debt included the following:
|
|
Nine Months Ended September 30, |
|
|||||
|
|
2023 |
|
|
2022 |
|
||
Interest expense |
|
$ |
33,163,104 |
|
|
$ |
26,008,014 |
|
Amortization of deferred debt issuance costs |
|
|
2,219,197 |
|
|
|
2,282,999 |
|
Commitment fees |
|
|
589,037 |
|
|
|
591,367 |
|
Total |
|
$ |
35,971,338 |
|
|
$ |
28,882,380 |
|
Outstanding debt is carried at amortized cost in the Consolidated Statements of Assets and Liabilities. As of September 30, 2023, the estimated fair values of the Operating Facility, Funding Facility II and the SBA Debentures approximated their carrying values, and the 2024 Notes and the 2026 Notes had estimated fair values of $242.8 million and $292.6 million, respectively. As of December 31, 2022, the estimated fair values of the Operating Facility, Funding Facility II and the SBA Debentures approximated their carrying values, and the 2024 Notes and the 2026 Notes had estimated fair values of $238.7 million and $290.1 million, respectively. The estimated fair values of the Operating Facility, 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 2024 Notes and 2026 Notes were determined using market quotations. The estimated fair values of the Operating Facility, Funding Facility II, the 2024 Notes, the 2026 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 August 30, 2016, the Company issued $140.0 million of convertible senior unsecured notes, which matured on March 1, 2022. The 2022 Convertible Notes were general unsecured obligations of the Company, and ranked structurally junior to the Operating Facility, Funding Facility II and the SBA Debentures. The Company did not have the right to redeem the 2022 Convertible Notes prior to maturity. The 2022 Convertible Notes bore interest at an annual rate of 4.625%, paid semi-annually. In certain circumstances, the 2022 Convertible Notes could have been converted 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. Prior to its maturity on March 1, 2022, 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 were added to the calculation of diluted earnings per common share and weighted average common shares outstanding.
The 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 intended to pay the outstanding principal amount in cash and, to the extent that the conversion value exceeds the principal amount, had 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. Prior to the adoption of ASU 2020-06, the Company had determined that the embedded conversion options in 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 2022 Convertible Notes were approximately 97.6% and 2.4%, respectively. During the year ended December 31, 2022, the Company adopted ASU 2020-06 using the modified retrospective basis. In accordance with this guidance, the Company recombined the equity conversion component of our 2022 Convertible Notes outstanding, and accounted for the 2022 Convertible Notes as a single liability measured at amortized cost. This resulted in a cumulative decrease to additional paid in capital of $3.3 million, partially offset by a decrease to accumulated loss of $3.2 million as of January 1, 2022 (see Note 2).
Prior to the close of business on the business day immediately preceding September 1, 2021, holders were permitted to 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 have converted their 2022 Convertible Notes at any time. Upon conversion, the Company would 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. No notes were converted prior to the notes maturing on March 1, 2022.
42
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2023
4. Debt — (continued)
The original issue discounts equal to the equity components of the 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 2022 Convertible Notes were $3.3 million. As of September 30, 2023 and December 31, 2022, the components of the carrying values of the 2022 Convertible Notes were $0.0.
For the nine months ended September 30, 2023 and 2022, the components of interest expense for the convertible notes were as follows:
|
|
Nine Months Ended September 30, |
|
|||
|
|
2023 |
|
2022 |
|
|
Stated interest expense |
|
NA |
|
$ |
1,079,167 |
|
Amortization of original issue discount |
|
NA |
|
|
— |
|
Total interest expense |
|
NA |
|
$ |
1,079,167 |
|
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 year ended December 31, 2022. The Company adopted ASU 2020-06 under the modified retrospective basis as of January 1, 2022. As a result of the adoption, the Company has not recognized any amortization of original discount on the 2022 Convertible Notes during the year ended December 31, 2022 (see Note 2).
Unsecured Notes
On August 4, 2017, the Company issued $125.0 million of unsecured notes with a maturity date of 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 bore interest at an annual rate of 4.125%, payable semi-annually, and all principal were due upon maturity. The 2022 Notes were general unsecured obligations of the Company and ranked structurally junior to the Operating Facility, Funding Facility I, Funding Facility II and the SBA Debentures, and ranked pari passu with the 2022 Convertible Notes, the 2024 Notes and the 2026 Notes.
On September 17, 2021 and pursuant to the indenture governing the 2022 Notes, the Company redeemed all $175.0 million of the 2022 Notes then outstanding at a price equal to par plus a "make whole" premium, and accrued and unpaid interest. In connection with the redemption, the Company recognized a $6.2 million loss on extinguishment of debt as reflected in the Consolidated Statement of Operations.
On August 23, 2019, the Company issued $150.0 million of unsecured notes that mature on August 23, 2024, unless previously repurchased or redeemed in accordance with their terms. On November 26, 2019, the Company issued an additional $50.0 million of the 2024 Notes and on October 2, 2020, the Company issued an additional $50.0 million of the 2024 Notes for a total outstanding aggregate principal amount of $250.0 million. The 2024 Notes bear interest at an annual rate of 3.900%, payable semi-annually, and all principal is due upon maturity. The 2024 Notes are general unsecured obligations of the Company and rank structurally junior to the Operating Facility, Funding Facility I, Funding Facility II and the SBA Debentures, and rank pari passu with the 2026 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.
43
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2023
4. Debt — (continued)
On February 9, 2021, the Company issued $175.0 million of unsecured notes that mature on February 9, 2026, unless previously repurchased or redeemed in accordance with their terms. The 2026 Notes were issued at a discount to the principal amount. On August 27, 2021, the Company issued an additional $150.0 million of the 2026 Notes, at a premium to par, for a total outstanding aggregate principal amount of $325.0 million. The 2026 Notes bear interest at an annual rate of 2.850%, payable semi-annually, and all principal is due upon maturity. The 2026 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 2024 Notes. The 2026 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 2026 Notes, and any accrued and unpaid interest.
As of September 30, 2023 and December 31, 2022, the components of the carrying value of 2024 Notes and 2026 Notes were as follows:
|
|
September 30, 2023 |
|
|
December 31, 2022 |
|
||||||||||
|
|
2024 Notes |
|
|
2026 Notes |
|
|
2024 Notes |
|
|
2026 Notes |
|
||||
Principal amount of debt |
|
$ |
250,000,000 |
|
|
$ |
325,000,000 |
|
|
$ |
250,000,000 |
|
|
$ |
325,000,000 |
|
Original issue (discount)/ premium, net of accretion |
|
|
(556,044 |
) |
|
|
887,724 |
|
|
|
(1,002,473 |
) |
|
|
1,174,734 |
|
Carrying value of debt |
|
$ |
249,443,956 |
|
|
$ |
325,887,724 |
|
|
$ |
248,997,527 |
|
|
$ |
326,174,734 |
|
For the nine months ended September 30, 2023 and 2022, the components of interest expense for the 2024 Notes and 2026 Notes were as follows:
|
|
Nine Months Ended September 30, |
|
|||||||||||||
|
|
2023 |
|
|
2022 |
|
||||||||||
|
|
2024 Notes |
|
|
2026 Notes |
|
|
2024 Notes |
|
|
2026 Notes |
|
||||
Stated interest expense |
|
$ |
7,312,499 |
|
|
$ |
6,946,875 |
|
|
$ |
4,875,000 |
|
|
$ |
4,631,250 |
|
Amortization of original issue discount/ (premium) |
|
|
446,428 |
|
|
|
(287,008 |
) |
|
|
284,225 |
|
|
|
(186,504 |
) |
Total interest expense |
|
$ |
7,758,927 |
|
|
$ |
6,659,867 |
|
|
$ |
5,159,225 |
|
|
$ |
4,444,746 |
|
44
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2023
4. Debt — (continued)
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. The Operating Facility includes a $100.0 million accordion feature which allows for expansion of the facility to up to $400.0 million subject to consent from the lender and other customary conditions. Most of the cash and investments held directly by SVCP, as well as the net assets of TCPC Funding, TCPC Funding II and the SBIC, are included in the collateral for the facility.
On June 22, 2021, the Operating Facility was amended to (i) extend the maturity date by two years from May 6, 2024 to May 6, 2026, (ii) change the interest rate applicable to borrowings to (a) LIBOR plus an applicable margin equal to either 1.75% or 2.00%, or (b) in the case of ABR borrowings, generally the prime rate in effect plus an applicable margin of either 0.75% or 1.00% depending on a ratio of the borrowing base to the facility commitments in both cases, and (iii) reduce commitment fees on the undrawn portion of the Operating Facility above the minimum utilization amount from 0.50% per annum to 0.375% per annum. Undrawn portions of the Operating Facility below the minimum utilization amount continued to accrue commitment fees at a rate of 0.50% per annum until March 1, 2022, the date on which the March 2022 Convertible Notes were terminated in full, after which time they accrue at a rate of 2.00% per annum.
On June 15, 2023, the Operating Facility was amended to update the terms of the interest rate from LIBOR to SOFR plus a credit spread adjustment of 0.11%, plus a margin equal to either 1.75% or 2.00%, depending on a ratio of the borrowing base to the facility commitments. The Operating Facility may be terminated, and any outstanding amounts there under may become due and payable, should SVCP fail to satisfy certain financial or other covenants. As of September 30, 2023, 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 and replaced with Funding Facility II.
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 bore 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 accrued commitment fees of 0.35% per annum on the unused portion of the facility.
Since February 28, 2023, borrowings under Funding Facility II bore interest at a rate of SOFR plus a credit spread adjustment of 0.15%, plus a margin of 2.00% per annum, which is subject to increase after the end of the revolving period or under other customary circumstances. The facility also accrues 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.
On August 4, 2023, the Funding Facility II was amended to extend the maturity date from August 4, 2025 to August 4, 2027, and updated interest to a rate of SOFR plus a credit spread adjustment of 0.15%, plus a margin of 2.05%. 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, 2023, TCPC Funding II was in full compliance with such covenants.
45
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2023
4. Debt — (continued)
SBA Debentures
As of September 30, 2023, the SBIC is able to issue up to $160.0 million in SBA Debentures, subject to funded regulatory capital and other customary regulatory requirements. As of September 30, 2023, SVCP had committed $87.5 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, 2023 and December 31, 2022 were as follows:
Issuance Date |
|
Maturity |
|
Debenture |
|
|
Fixed |
|
|
SBA |
|
|||
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 |
% |
September 22, 2021 |
|
September 1, 2031 |
|
|
12,000,000 |
|
|
|
1.30 |
% |
|
|
0.35 |
% |
|
|
|
|
$ |
150,000,000 |
|
|
|
2.52 |
% |
* |
|
|
|
* Weighted-average interest rate
5. Commitments, Contingencies, Concentration of Credit Risk and Off-Balance Sheet Risk
SVCP, TCPC Funding, TCPC Funding II and the SBIC conduct business with brokers and dealers that are primarily headquartered in New York and Los Angeles and are members of the major securities exchanges. Banking activities are conducted with a firm headquartered in the San Francisco area.
In the normal course of business, investment activities involve executions, settlement and financing of various transactions resulting in receivables from, and payables to, brokers, dealers and the custodian. These activities may expose the Company to risk in the event that such parties are unable to fulfill contractual obligations. Management does not anticipate any material losses from counterparties with whom it conducts business. Consistent with standard business practice, the Company, SVCP, TCPC Funding, TCPC Funding II and the SBIC enter into contracts that contain a variety of indemnifications, and are engaged from time to time in various legal actions. The maximum exposure under these arrangements and activities is unknown. However, management expects the risk of material loss to be remote.
46
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2023
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, 2023 and December 31, 2022 as follows:
|
|
|
|
Unfunded Balances |
|
|||||
Issuer |
|
Maturity |
|
September 30, 2023 |
|
|
December 31, 2022 |
|
||
2-10 Holdco, Inc. |
|
3/26/2026 |
|
$ |
723,670 |
|
|
$ |
723,670 |
|
Accordion Partners LLC |
|
8/31/2028 |
|
|
111,925 |
|
|
|
278,571 |
|
Accordion Partners LLC |
|
8/31/2028 |
|
N/A |
|
|
|
123,810 |
|
|
Acquia, Inc. |
|
10/31/2025 |
|
|
960,792 |
|
|
|
779,225 |
|
Alcami Corporation |
|
12/21/2028 |
|
|
546,266 |
|
|
|
1,420,290 |
|
Alcami Corporation |
|
12/21/2028 |
|
|
874,025 |
|
|
N/A |
|
|
Alpine Acquisition Corp II (48Forty) |
|
11/30/2026 |
|
|
107,443 |
|
|
|
179,071 |
|
AmeriLife Holdings, LLC |
|
8/31/2029 |
|
|
151,515 |
|
|
|
151,515 |
|
AmeriLife Holdings, LLC |
|
8/31/2028 |
|
|
189,394 |
|
|
|
227,273 |
|
Applause App Quality, Inc. |
|
9/20/2025 |
|
|
1,133,535 |
|
|
|
1,133,535 |
|
Appriss Health, LLC (PatientPing) |
|
5/6/2027 |
|
|
544,531 |
|
|
|
544,531 |
|
Aras Corporation |
|
4/13/2027 |
|
|
232,622 |
|
|
|
581,555 |
|
Avalara, Inc. |
|
10/19/2028 |
|
|
45,000 |
|
|
|
45,000 |
|
Backoffice Associates Holdings, LLC (Syniti) |
|
4/30/2026 |
|
|
428,647 |
|
|
|
360,063 |
|
SEP Eiger BidCo Ltd. (Beqom) (Switzerland) |
|
5/9/2028 |
|
|
1,067,828 |
|
|
N/A |
|
|
Blackbird Purchaser, Inc. (Ohio Transmission Corp.) |
|
4/8/2027 |
|
N/A |
|
|
|
3,384,549 |
|
|
Bluefin Holding, LLC |
|
9/12/2029 |
|
|
89,744 |
|
|
N/A |
|
|
Bynder Bidco B.V. (Netherlands) |
|
1/26/2029 |
|
|
882,000 |
|
|
N/A |
|
|
Bynder Bidco, Inc. (Netherlands) |
|
1/26/2029 |
|
|
243,000 |
|
|
N/A |
|
|
CareATC, Inc. |
|
3/14/2026 |
|
|
607,288 |
|
|
N/A |
|
|
Certify, Inc. |
|
2/28/2024 |
|
N/A |
|
|
|
797,158 |
|
|
CSG Buyer, Inc. (Core States) |
|
3/31/2028 |
|
|
2,921,166 |
|
|
|
4,381,748 |
|
CSG Buyer, Inc. (Core States) |
|
3/31/2028 |
|
|
1,460,583 |
|
|
N/A |
|
|
Bonterra LLC (fka CyberGrants Holdings, LLC) |
|
9/8/2027 |
|
|
277,778 |
|
|
|
397,558 |
|
Disco Parent, Inc. (Duck Creek Technologies) |
|
3/30/2029 |
|
|
90,909 |
|
|
N/A |
|
|
Elevate Brands OpCo, LLC |
|
3/15/2027 |
|
N/A |
|
|
|
16,000,000 |
|
|
e-Discovery AcquireCo, LLC |
|
8/29/2029 |
|
|
83,333 |
|
|
N/A |
|
|
Emerald Technologies (U.S.) AcquisitionCo, Inc. |
|
12/29/2026 |
|
|
824,999 |
|
|
|
998,683 |
|
ESO Solutions, Inc. |
|
5/3/2027 |
|
|
700,111 |
|
|
|
1,750,277 |
|
Freedom Financial Network Funding, LLC |
|
9/21/2027 |
|
N/A |
|
|
|
2,500,000 |
|
|
Fusion Holding Corp. (Finalsite) |
|
9/15/2027 |
|
|
37,736 |
|
|
N/A |
|
|
Fusion Risk Management, Inc. |
|
5/22/2029 |
|
|
107,143 |
|
|
|
37,736 |
|
Fusion Risk Management, Inc. |
|
5/22/2029 |
|
N/A |
|
|
|
35,870 |
|
|
GC Champion Acquisition LLC (Numerix) |
|
8/21/2028 |
|
N/A |
|
|
|
193,947 |
|
|
Grey Orange Incorporated |
|
5/6/2026 |
|
N/A |
|
|
|
1,676,151 |
|
|
Greystone Select Company II, LLC (Passco) |
|
3/21/2027 |
|
N/A |
|
|
|
11,818,182 |
|
|
GTY Technology Holdings Inc. |
|
7/9/2029 |
|
|
46,154 |
|
|
|
46,154 |
|
Homerenew Buyer, Inc. (Project Dream) |
|
11/23/2027 |
|
|
68,166 |
|
|
|
2,095,944 |
|
Homerenew Buyer, Inc. (Project Dream) |
|
11/23/2027 |
|
|
69,930 |
|
|
N/A |
|
|
ICIMS, Inc. |
|
8/18/2028 |
|
|
981,259 |
|
|
|
1,503,556 |
|
ICIMS, Inc. |
|
8/18/2028 |
|
|
330,556 |
|
|
N/A |
|
|
Integrate.com, Inc. (Infinity Data, Inc.) |
|
12/17/2027 |
|
|
416,667 |
|
|
|
1,000,000 |
|
Integrate.com, Inc. (Infinity Data, Inc.) |
|
12/17/2027 |
|
|
333,333 |
|
|
N/A |
|
|
Integrity Marketing Acquisition, LLC |
|
8/19/2026 |
|
|
10,254,564 |
|
|
|
10,254,564 |
|
IT Parent, LLC (Insurance Technologies) |
|
10/1/2026 |
|
|
62,500 |
|
|
|
166,667 |
|
James Perse Enterprises, Inc. |
|
9/8/2027 |
|
|
1,944,444 |
|
|
|
1,944,444 |
|
Kaseya, Inc. |
|
6/25/2029 |
|
|
93,900 |
|
|
|
200,000 |
|
Kaseya, Inc. |
|
6/25/2029 |
|
|
75,000 |
|
|
N/A |
|
|
Khoros, LLC (Lithium) |
|
1/3/2024 |
|
|
113,807 |
|
|
|
991,682 |
|
Khoros, LLC (Lithium) |
|
1/3/2024 |
|
|
382,034 |
|
|
N/A |
|
|
LJ Avalon Holdings, LLC (Ardurra) |
|
2/1/2030 |
|
|
1,797,520 |
|
|
N/A |
|
|
LJ Avalon Holdings, LLC (Ardurra) |
|
2/1/2029 |
|
|
837,679 |
|
|
N/A |
|
|
Lucky US BuyerCo, LLC (Global Payments) |
|
3/30/2029 |
|
|
277,917 |
|
|
N/A |
|
|
Madison Logic Holdings, Inc. |
|
12/30/2027 |
|
|
1,069,947 |
|
|
|
1,069,947 |
|
OCM Luxembourg Baccarat BidCo S.À R.L. (Interblock) (Slovenia) |
|
6/3/2027 |
|
|
4,630 |
|
|
|
18,519 |
|
Opco Borrower, LLC (Giving Home Health Care) |
|
8/19/2027 |
|
|
31,250 |
|
|
|
25,000 |
|
Oranje Holdco, Inc. (KnowBe4) |
|
2/1/2029 |
|
|
1,229,873 |
|
|
N/A |
|
|
Persado, Inc. |
|
6/10/2027 |
|
N/A |
|
|
|
8,608,961 |
|
|
Oversight Systems, Inc. |
|
9/24/2026 |
|
|
212,667 |
|
|
N/A |
|
|
Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance) |
|
11/1/2028 |
|
N/A |
|
|
|
278,157 |
|
|
PHC Buyer, LLC (Patriot Home Care) |
|
5/4/2028 |
|
|
3,959,072 |
|
|
|
3,959,072 |
|
Pluralsight, Inc. |
|
4/6/2027 |
|
|
901,589 |
|
|
|
1,208,564 |
|
Pueblo Mechanical and Controls, LLC |
|
8/23/2028 |
|
|
52,375 |
|
|
|
155,250 |
|
Pueblo Mechanical and Controls, LLC |
|
8/23/2027 |
|
|
39,167 |
|
|
|
58,750 |
|
47
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2023
5. Commitments, Contingencies, Concentration of Credit Risk and Off-Balance Sheet Risk — (continued)
Razor Group GmbH (Germany) |
|
4/30/2025 |
|
|
3,834,570 |
|
|
|
6,365,227 |
|
Sailpoint Technologies Holdings, Inc. |
|
8/16/2028 |
|
|
37,538 |
|
|
|
37,538 |
|
Sandata Technologies, LLC |
|
7/23/2024 |
|
|
1,050,000 |
|
|
N/A |
|
|
SellerX Germany GmbH & Co. KG (Germany) |
|
5/23/2026 |
|
|
5,034,506 |
|
|
|
20,589,674 |
|
SEP Eiger BidCo Ltd. (Beqom) (Switzerland) |
|
5/9/2028 |
|
N/A |
|
|
|
1,601,742 |
|
|
SEP Raptor Acquisition, Inc. (Loopio) (Canada) |
|
3/31/2027 |
|
|
581,638 |
|
|
|
1,163,276 |
|
Serrano Parent, LLC (Sumo Logic) |
|
5/13/2030 |
|
|
90,000 |
|
|
N/A |
|
|
Streamland Media Midco LLC |
|
8/31/2023 |
|
N/A |
|
|
|
120,000 |
|
|
Showtime Acquisition, L.L.C. (World Choice) |
|
8/7/2028 |
|
|
1,039,117 |
|
|
N/A |
|
|
Showtime Acquisition, L.L.C. (World Choice) |
|
8/7/2028 |
|
|
1,298,896 |
|
|
N/A |
|
|
Suited Connector, LLC |
|
12/1/2027 |
|
N/A |
|
|
|
852,273 |
|
|
Superman Holdings, LLC (Foundation Software) |
|
8/31/2026 |
|
|
1,256,026 |
|
|
|
1,256,026 |
|
Thermostat Purchaser III, Inc. (Reedy Industries) |
|
8/31/2029 |
|
N/A |
|
|
|
1,329,250 |
|
|
Thras.io, LLC |
|
12/18/2026 |
|
N/A |
|
|
|
8,787,651 |
|
|
Wealth Enhancement Group, LLC |
|
10/4/2027 |
|
|
26,980 |
|
|
|
276,194 |
|
Wealth Enhancement Group, LLC |
|
10/4/2027 |
|
|
138,392 |
|
|
N/A |
|
|
Trintech, Inc. |
|
7/25/2029 |
|
|
43,469 |
|
|
N/A |
|
|
Vortex Finance Sub, LLC |
|
8/31/2029 |
|
|
137,695 |
|
|
N/A |
|
|
Vortex Finance Sub, LLC |
|
8/31/2029 |
|
|
68,547 |
|
|
N/A |
|
|
Xactly Corporation |
|
7/31/2025 |
|
|
854,898 |
|
|
N/A |
|
|
Zendesk Inc. |
|
11/22/2028 |
|
|
95,503 |
|
|
|
134,827 |
|
Zendesk Inc. |
|
11/22/2028 |
|
|
39,325 |
|
|
N/A |
|
|
Zilliant Incorporated |
|
12/21/2027 |
|
|
370,370 |
|
|
|
518,519 |
|
Zilliant Incorporated |
|
12/21/2027 |
|
|
148,148 |
|
|
N/A |
|
|
Total Unfunded Balances |
|
|
|
|
57,174,597 |
|
|
|
127,137,393 |
|
From time to time, the Company and the Advisor may be parties to certain legal proceedings incidental to the normal course of our business, including with respect to our investments in our portfolio companies. On September 13, 2023, the Company was named as a defendant, together with the Advisor and certain other funds managed by the Advisor, as well as certain other defendants, in a lawsuit filed in the United States Bankruptcy Court for the Southern District of New York. The suit relates to a third-party sponsored collateralized loan obligation in which the Company and certain other defendants invested. The suit alleges that the Company and the other defendants knew or should have known of certain fraudulent activities of the third-party manager relating to its management of the collateralized loan obligation that caused the plaintiffs to suffer investment losses. The suit seeks to recover from the Company approximately $15 million, plus interest, additional amounts from the other defendants, and attorneys’ fees and costs from all defendants. the Company, the affiliated funds and the Advisor intend to vigorously defend against these claims and will file a motion to dismiss the lawsuit on or around November 6, 2023. At this time, however, the Company and the Advisor cannot predict with a reasonable degree of certainty the likelihood of an unfavorable outcome, including any potential losses that could result.
6. Other 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, 2023 and December 31, 2022, 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, 2023 and December 31, 2022, amounts reimbursable to the Advisor totaled $1.2 million and $1.5 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, 2023 and 2022, expenses allocated pursuant to the Administration Agreement totaled 1.1 million and $1.3 million, respectively.
On September 6, 2023, the Company entered into the Merger Agreement with BCIC, Merger Sub and, solely for the limited purposes set forth therein, BCIA and the Advisor. See “Note 12 – Proposed Merger with BlackRock Capital Investment Corporation” for further information regarding the Merger Agreement and the Merger.
48
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2023
7. Stockholders’ Equity and Dividends
Prior to its discontinuance effective July 7, 2020, the Company had offered an “opt in” dividend reinvestment plan to common stockholders, pursuant to which the dividends payable to those shareholders who so elected would be reinvested in shares of common stock.
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, 2023:
Date Declared |
|
Record Date |
|
Payment Date |
|
Type |
|
Amount |
|
|
Total Amount |
|
||
February 28, 2023 |
|
March 17, 2023 |
|
March 31, 2023 |
|
Regular |
|
$ |
0.32 |
|
|
$ |
18,485,524 |
|
May 4, 2023 |
|
June 16, 2023 |
|
June 30, 2023 |
|
Regular |
|
|
0.34 |
|
|
|
19,640,870 |
|
August 3, 2023 |
|
September 15, 2023 |
|
September 29, 2023 |
|
Regular |
|
|
0.34 |
|
|
|
19,640,870 |
|
August 3, 2023 |
|
September 15, 2023 |
|
September 29, 2023 |
|
Special |
|
|
0.10 |
|
|
|
5,776,726 |
|
|
|
|
|
|
|
|
|
$ |
1.10 |
|
|
$ |
63,543,990 |
|
The following table summarizes the Company’s dividends declared and paid for the nine months ended September 30, 2022:
Date Declared |
|
Record Date |
|
Payment Date |
|
Type |
|
Amount |
|
|
Total Amount |
|
||
February 24, 2022 |
|
March 17, 2022 |
|
March 31, 2022 |
|
Regular |
|
$ |
0.30 |
|
|
$ |
17,330,179 |
|
May 4, 2022 |
|
June 16, 2022 |
|
June 30, 2022 |
|
Regular |
|
|
0.30 |
|
|
|
17,330,179 |
|
August 3, 2022 |
|
September 16, 2022 |
|
September 30, 2022 |
|
Regular |
|
|
0.30 |
|
|
|
17,330,179 |
|
|
|
|
|
|
|
|
|
$ |
0.90 |
|
|
$ |
51,990,537 |
|
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 1934 Act. 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 27, 2023, to be in effect through the earlier of two trading days after the Company’s third quarter 2023 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.
No shares were repurchased by the Company under the Company Repurchase Plan for the nine months ended September 30, 2023 and 2022.
49
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2023
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 three and nine months ended September 30, 2023:
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
Net increase (decrease) in net assets from operations |
|
$ |
12,822,932 |
|
|
$ |
26,239,007 |
|
|
$ |
51,787,497 |
|
|
$ |
38,559,892 |
|
Weighted average shares outstanding |
|
|
57,767,264 |
|
|
|
57,767,264 |
|
|
|
57,767,264 |
|
|
|
57,767,264 |
|
Earnings (loss) per share |
|
$ |
0.22 |
|
|
$ |
0.45 |
|
|
$ |
0.90 |
|
|
$ |
0.67 |
|
9. Subsequent Events
On October 26, 2023, 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 2023 earnings release or such time as the approved $50.0 million repurchase amount has been fully utilized, subject to certain conditions.
On November 2, 2023, the Company’s Board of Directors declared a fourth quarter regular dividend of $0.34 and a special dividend of $0.25 per share per share, both payable on December 29, 2023 to stockholders of record as of the close of business on December 15, 2023.
50
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2023
10. Financial Highlights
|
|
Nine Months Ended September 30, |
|
|||||
|
|
2023 |
|
|
2022 |
|
||
Per Common Share |
|
|
|
|
|
|
||
Per share NAV at beginning of period |
|
$ |
12.93 |
|
|
$ |
14.36 |
|
|
|
|
|
|
|
|
||
Investment operations: |
|
|
|
|
|
|
||
Net investment income |
|
|
1.40 |
|
|
|
1.13 |
|
Net realized and unrealized gain (loss) |
|
|
(0.51 |
) |
|
|
(0.46 |
) |
Total from investment operations |
|
|
0.89 |
|
|
|
0.67 |
|
|
|
|
|
|
|
|
||
Cumulative effect adjustment for the adoption of ASU 2020-06 (5) |
|
|
— |
|
|
|
(0.01 |
) |
|
|
|
|
|
|
|
||
Dividends to common shareholders |
|
|
(1.10 |
) |
|
|
(0.90 |
) |
|
|
|
|
|
|
|
||
Per share NAV at end of period |
|
$ |
12.72 |
|
|
$ |
14.12 |
|
|
|
|
|
|
|
|
||
Per share market price at end of period |
|
$ |
11.74 |
|
|
$ |
10.93 |
|
|
|
|
|
|
|
|
||
Total return based on market value (1) (2) |
|
|
(0.8 |
)% |
|
|
(12.4 |
)% |
Total return based on net asset value (1) (3) |
|
|
6.9 |
% |
|
|
4.6 |
% |
|
|
|
|
|
|
|
||
Shares outstanding at end of period |
|
|
57,767,264 |
|
|
|
57,767,264 |
|
|
|
|
|
|
|
|
||
Ratios to average common equity: (4) |
|
|
|
|
|
|
||
Net investment income |
|
|
15.1 |
% |
|
|
11.2 |
% |
Expenses before incentive fee |
|
|
10.6 |
% |
|
|
8.9 |
% |
Expenses and incentive fee |
|
|
12.9 |
% |
|
|
10.6 |
% |
|
|
|
|
|
|
|
||
Ending common shareholder equity |
|
$ |
734,997,297 |
|
|
$ |
815,912,902 |
|
Portfolio turnover rate |
|
|
10.8 |
% |
|
|
14.8 |
% |
Weighted-average debt outstanding |
|
$ |
1,009,620,469 |
|
|
$ |
1,042,843,864 |
|
Weighted-average interest rate on debt |
|
|
4.4 |
% |
|
|
3.3 |
% |
Weighted-average number of common shares |
|
|
57,767,264 |
|
|
|
57,767,264 |
|
Weighted-average debt per share |
|
$ |
17.48 |
|
|
$ |
18.05 |
|
51
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2023
11. Senior Securities
Information about the Company's senior securities is shown in the following table as of the end of each of the last ten fiscal years and the period ended September 30, 2023.
Class and Year |
|
Total Amount |
|
|
Asset Coverage |
|
|
Involuntary Liquidating |
|
|
Average Market |
|||
Operating Facility |
|
|
|
|
|
|
|
|
|
|
|
|||
As of September 30, 2023 (Unaudited) |
|
$ |
148,827 |
|
|
$ |
6,245 |
|
|
|
— |
|
|
N/A |
Fiscal Year 2022 |
|
|
123,890 |
|
|
|
6,906 |
|
|
|
— |
|
|
N/A |
Fiscal Year 2021 |
|
|
154,480 |
|
|
|
11,020 |
|
|
|
— |
|
|
N/A |
Fiscal Year 2020 |
|
|
120,454 |
|
|
|
9,508 |
|
|
|
— |
|
|
N/A |
Fiscal Year 2019 |
|
|
108,498 |
|
|
|
5,812 |
|
|
|
— |
|
|
N/A |
Fiscal Year 2018 |
|
|
82,000 |
|
|
|
5,221 |
|
|
|
— |
|
|
N/A |
Fiscal Year 2017 |
|
|
57,000 |
|
|
|
6,513 |
|
|
|
— |
|
|
N/A |
Fiscal Year 2016 |
|
|
100,500 |
|
|
|
4,056 |
|
|
|
— |
|
|
N/A |
Fiscal Year 2015 |
|
|
124,500 |
|
|
|
3,076 |
|
|
|
— |
|
|
N/A |
Fiscal Year 2014 |
|
|
70,000 |
|
|
|
5,356 |
|
|
|
— |
|
|
N/A |
Fiscal Year 2013 |
|
|
45,000 |
|
|
|
8,176 |
|
|
|
— |
|
|
N/A |
Preferred Interests |
|
|
|
|
|
|
|
|
|
|
|
|||
As of September 30, 2023 (Unaudited) |
|
N/A |
|
|
N/A |
|
|
N/A |
|
|
N/A |
|||
Fiscal Year 2022 |
|
N/A |
|
|
N/A |
|
|
N/A |
|
|
N/A |
|||
Fiscal Year 2021 |
|
N/A |
|
|
N/A |
|
|
N/A |
|
|
N/A |
|||
Fiscal Year 2020 |
|
N/A |
|
|
N/A |
|
|
N/A |
|
|
N/A |
|||
Fiscal Year 2019 |
|
N/A |
|
|
N/A |
|
|
N/A |
|
|
N/A |
|||
Fiscal Year 2018 |
|
N/A |
|
|
N/A |
|
|
N/A |
|
|
N/A |
|||
Fiscal Year 2017 |
|
N/A |
|
|
N/A |
|
|
N/A |
|
|
N/A |
|||
Fiscal Year 2016 |
|
N/A |
|
|
N/A |
|
|
N/A |
|
|
N/A |
|||
Fiscal Year 2015 |
|
N/A |
|
|
N/A |
|
|
N/A |
|
|
N/A |
|||
Fiscal Year 2014 |
|
$ |
134,000 |
|
|
$ |
51,592 |
|
|
$ |
20,074 |
|
|
N/A |
Fiscal Year 2013 |
|
|
134,000 |
|
|
|
68,125 |
|
|
|
20,075 |
|
|
N/A |
Funding Facility I |
|
|
|
|
|
|
|
|
|
|
|
|||
As of September 30, 2023 (Unaudited) |
|
N/A |
|
|
N/A |
|
|
|
— |
|
|
N/A |
||
Fiscal Year 2022 |
|
N/A |
|
|
N/A |
|
|
|
— |
|
|
N/A |
||
Fiscal Year 2021 |
|
N/A |
|
|
N/A |
|
|
|
— |
|
|
N/A |
||
Fiscal Year 2020 |
|
N/A |
|
|
N/A |
|
|
|
— |
|
|
N/A |
||
Fiscal Year 2019 |
|
$ |
158,000 |
|
|
$ |
5,812 |
|
|
|
— |
|
|
N/A |
Fiscal Year 2018 |
|
|
212,000 |
|
|
|
5,221 |
|
|
|
— |
|
|
N/A |
Fiscal Year 2017 |
|
|
175,000 |
|
|
|
6,513 |
|
|
|
— |
|
|
N/A |
Fiscal Year 2016 |
|
|
175,000 |
|
|
|
4,056 |
|
|
|
— |
|
|
N/A |
Fiscal Year 2015 |
|
|
229,000 |
|
|
|
3,076 |
|
|
|
— |
|
|
N/A |
Fiscal Year 2014 |
|
|
125,000 |
|
|
|
5,356 |
|
|
|
— |
|
|
N/A |
Fiscal Year 2013 |
|
|
50,000 |
|
|
|
8,176 |
|
|
|
— |
|
|
N/A |
Funding Facility II |
|
|
|
|
|
|
|
|
|
|
|
|||
As of September 30, 2023 (Unaudited) |
|
$ |
100,000 |
|
|
$ |
6,245 |
|
|
|
— |
|
|
N/A |
Fiscal Year 2022 |
|
|
100,000 |
|
|
|
6,906 |
|
|
|
— |
|
|
N/A |
Fiscal Year 2021 |
|
|
- |
|
|
N/A |
|
|
|
— |
|
|
N/A |
|
Fiscal Year 2020 |
|
|
36,000 |
|
|
|
9,508 |
|
|
|
— |
|
|
N/A |
SBA Debentures |
|
|
|
|
|
|
|
|
|
|
|
|||
As of September 30, 2023 (Unaudited) |
|
$ |
150,000 |
|
|
$ |
6,245 |
|
|
|
— |
|
|
N/A |
Fiscal Year 2022 |
|
|
150,000 |
|
|
|
6,906 |
|
|
|
— |
|
|
N/A |
Fiscal Year 2021 |
|
|
150,000 |
|
|
|
11,020 |
|
|
|
— |
|
|
N/A |
Fiscal Year 2020 |
|
|
138,000 |
|
|
|
9,508 |
|
|
|
— |
|
|
N/A |
Fiscal Year 2019 |
|
|
138,000 |
|
|
|
5,812 |
|
|
|
— |
|
|
N/A |
Fiscal Year 2018 |
|
|
98,000 |
|
|
|
5,221 |
|
|
|
— |
|
|
N/A |
Fiscal Year 2017 |
|
|
83,000 |
|
|
|
6,513 |
|
|
|
— |
|
|
N/A |
Fiscal Year 2016 |
|
|
61,000 |
|
|
|
4,056 |
|
|
|
— |
|
|
N/A |
Fiscal Year 2015 |
|
|
42,800 |
|
|
|
3,076 |
|
|
|
— |
|
|
N/A |
Fiscal Year 2014 |
|
|
28,000 |
|
|
|
5,356 |
|
|
|
— |
|
|
N/A |
2019 Convertible Notes |
|
|
|
|
|
|
|
|
|
|
|
|||
As of September 30, 2023 (Unaudited) |
|
N/A |
|
|
N/A |
|
|
|
— |
|
|
N/A |
||
Fiscal Year 2022 |
|
N/A |
|
|
N/A |
|
|
|
— |
|
|
N/A |
||
Fiscal Year 2021 |
|
N/A |
|
|
N/A |
|
|
|
— |
|
|
N/A |
||
Fiscal Year 2020 |
|
N/A |
|
|
N/A |
|
|
|
— |
|
|
N/A |
||
Fiscal Year 2019 |
|
N/A |
|
|
N/A |
|
|
|
— |
|
|
N/A |
||
Fiscal Year 2018 |
|
$ |
108,000 |
|
|
$ |
2,157 |
|
|
|
— |
|
|
N/A |
Fiscal Year 2017 |
|
|
108,000 |
|
|
|
2,335 |
|
|
|
— |
|
|
N/A |
Fiscal Year 2016 |
|
|
108,000 |
|
|
|
2,352 |
|
|
|
— |
|
|
N/A |
Fiscal Year 2015 |
|
|
108,000 |
|
|
|
2,429 |
|
|
|
— |
|
|
N/A |
Fiscal Year 2014 |
|
|
108,000 |
|
|
|
3,617 |
|
|
|
— |
|
|
N/A |
2022 Convertible Notes |
|
|
|
|
|
|
|
|
|
|
|
|||
As of September 30, 2023 (Unaudited) |
|
N/A |
|
|
N/A |
|
|
|
— |
|
|
N/A |
||
Fiscal Year 2022 |
|
N/A |
|
|
N/A |
|
|
|
— |
|
|
N/A |
||
Fiscal Year 2021 |
|
$ |
140,000 |
|
|
$ |
1,948 |
|
|
|
— |
|
|
N/A |
Fiscal Year 2020 |
|
|
140,000 |
|
|
|
2,058 |
|
|
|
— |
|
|
N/A |
Fiscal Year 2019 |
|
|
140,000 |
|
|
|
1,992 |
|
|
|
— |
|
|
N/A |
Fiscal Year 2018 |
|
|
140,000 |
|
|
|
2,157 |
|
|
|
— |
|
|
N/A |
Fiscal Year 2017 |
|
|
140,000 |
|
|
|
2,335 |
|
|
|
— |
|
|
N/A |
Fiscal Year 2016 |
|
|
140,000 |
|
|
|
2,352 |
|
|
|
— |
|
|
N/A |
52
BlackRock TCP Capital Corp.
Notes to Consolidated Financial Statements (Unaudited) (Continued)
September 30, 2023
11. Senior Securities — (continued)
2022 Notes |
|
|
|
|
|
|
|
|
|
|
|
|||
As of September 30, 2023 (Unaudited) |
|
N/A |
|
|
N/A |
|
|
|
— |
|
|
N/A |
||
Fiscal Year 2022 |
|
N/A |
|
|
N/A |
|
|
|
— |
|
|
N/A |
||
Fiscal Year 2021 |
|
N/A |
|
|
N/A |
|
|
|
— |
|
|
N/A |
||
Fiscal Year 2020 |
|
$ |
175,000 |
|
|
$ |
2,058 |
|
|
|
— |
|
|
N/A |
Fiscal Year 2019 |
|
|
175,000 |
|
|
|
1,992 |
|
|
|
— |
|
|
N/A |
Fiscal Year 2018 |
|
|
175,000 |
|
|
|
2,157 |
|
|
|
— |
|
|
N/A |
Fiscal Year 2017 |
|
|
175,000 |
|
|
|
2,335 |
|
|
|
— |
|
|
N/A |
2024 Notes |
|
|
|
|
|
|
|
|
|
|
|
|||
As of September 30, 2023 (Unaudited) |
|
$ |
250,000 |
|
|
$ |
1,890 |
|
|
|
— |
|
|
N/A |
Fiscal Year 2022 |
|
|
250,000 |
|
|
|
1,929 |
|
|
|
— |
|
|
N/A |
Fiscal Year 2021 |
|
|
250,000 |
|
|
|
1,948 |
|
|
|
— |
|
|
N/A |
Fiscal Year 2020 |
|
|
250,000 |
|
|
|
2,058 |
|
|
|
— |
|
|
N/A |
Fiscal Year 2019 |
|
|
200,000 |
|
|
|
1,992 |
|
|
|
— |
|
|
N/A |
2026 Notes |
|
|
|
|
|
|
|
|
|
|
|
|||
As of September 30, 2023 (Unaudited) |
|
$ |
325,000 |
|
|
$ |
1,890 |
|
|
|
— |
|
|
N/A |
Fiscal Year 2022 |
|
|
325,000 |
|
|
|
1,929 |
|
|
|
— |
|
|
N/A |
Fiscal Year 2021 |
|
|
325,000 |
|
|
|
1,948 |
|
|
|
— |
|
|
N/A |
53
12. Proposed Merger with BlackRock Capital Investment Corporation
On September 6, 2023, the Company entered into the Merger Agreement with BCIC, Merger Sub, and, solely for the limited purposes set forth therein, BCIA and the Advisor. The Merger Agreement provides that, subject to the requisite approvals of the Company's stockholders and BCIC's stockholders being obtained, required regulatory approvals and the other conditions set forth in the Merger Agreement, at the effective time, BCIC will merge with and into Merger Sub, with Merger Sub continuing as the surviving company and as a direct wholly-owned subsidiary of Special Value Continuation Partners LLC, a Delaware limited liability company and direct wholly-owned consolidated subsidiary of the Company (the “Merger”). The boards of directors of BCIC and the Company, in each case on the recommendation of a special committee comprised solely of all of the independent directors of BCIC or the Company, as applicable, have approved the Merger Agreement and the transactions contemplated thereby.
At the Effective Time, (as defined in the Merger Agreement), each share of common stock, par value $0.001 per share, of BCIC (“BCIC Common Stock”) issued and outstanding immediately prior to the Effective Time (other than shares (i) owned by the Company or any of its consolidated subsidiaries or (ii) held by BCIC as treasury stock (the “Cancelled Shares”) will be converted into the right to receive a number of shares of Company Common Stock equal to the Exchange Ratio (as defined below), plus any cash (without interest) in lieu of fractional shares.
Each of the Company and BCIC will deliver to the other a calculation of its net asset value as of a date no more than 48 hours prior to the closing of the Merger (the “Determination Date”) in each case, based on the same assumptions and methodologies, and applying the same categories of adjustments to net asset value historically used in preparing the calculation of the net asset value per share by the applicable party, except (i) that, in the case of BCIC, any quoted investments valued by reference to bid-ask prices will be valued at the mid-point of the bid-ask spread as reported by the pricing vendor or broker, such that the valuation treatment of such investments is consistent with the valuation policies of the Company, and (ii) as otherwise may be mutually agreed by the parties. We refer to such calculation with respect to BCIC as the “Closing BCIC Net Asset Value” and such calculation with respect to the Company as the “Closing Company Net Asset Value”. Based on such calculations, the parties will calculate the “BCIC Per Share NAV”, which will be equal to (i) the Closing BCIC Net Asset Value divided by (ii) the number of shares of BCIC Common Stock issued and outstanding as of the Determination Date (excluding any Cancelled Shares), and the “Company Per Share NAV”, which will be equal to (A) the Closing Company Net Asset Value divided by (B) the number of shares of Common Stock issued and outstanding as of the Determination Date. The “Exchange Ratio” will be equal to the quotient (rounded to four (4) decimal places) of (i) the BCIC Per Share NAV divided by (ii) the Company Per Share NAV, each calculated as of the Determination Date.
BCIC and the Company will update and redeliver the Closing BCIC Net Asset Value or the Closing Company Net Asset Value, respectively, in the event that the closing of the Merger is delayed or there is a more than de minimis change to such calculation between the Determination Date and the closing of the Merger and if needed to ensure that the calculation is determined within 48 hours (excluding Sundays and holidays) prior to the effective time of the Merger.
The Merger Agreement contains customary representations and warranties by each of the Company, the Advisor, BCIA and BCIC. The Merger Agreement also contains customary covenants, including, among others, covenants relating to the operation of each of the Company’s and BCIC’s businesses during the period prior to the closing of the Mergers. Consummation of the Merger, which is currently anticipated to occur during the first quarter of 2024, is subject to certain closing conditions, including requisite approvals of the Company’s stockholders and BCIC's stockholders and regulatory approvals.
The Merger Agreement also contains certain termination rights in favor of the Company and BCIC, including if the Merger is not completed on or before August 31, 2024 or if the requisite approvals of BCIC or Company stockholders are not obtained. The Merger Agreement provides that, upon the termination of the Merger Agreement under certain circumstances, a third party acquiring BCIC may be required to pay the Company a termination fee of approximately $9.4 million. The Merger Agreement provides that, upon the termination of the Merger Agreement under certain circumstances, a third party acquiring the Company may be required to pay BCIC a termination fee of approximately $22.4 million.
In connection with the signing of the Merger Agreement, the Company and the Advisor entered into an amended and restated investment advisory agreement that will become effective as of the Effective Time (the “Amended and Restated Investment Advisory Agreement”) that provides that the Advisor will reduce its base management fee rate for managing the Company from 1.50% to 1.25% on assets equal to or below 200% of the net asset value of the Company (for the avoidance of doubt, the base management fee rate on assets that exceed 200% of the net asset value of the Company would remain 1.00%) with no change to the basis of calculation.
In connection with the signing of the Merger Agreement, the Company also entered into a fee waiver agreement (the “Fee Waiver Agreement”) with the Advisor. The Fee Waiver Agreement provides that the Advisor will waive all or a portion of its advisory fees to the extent the adjusted net investment income of the Company on a per share basis (determined by dividing the adjusted net investment income of the Company by the weighted average outstanding shares of the Company during the relevant quarter) is less than $0.32 per share in any of the first four (4) fiscal quarters ending after the Effective Time (the first of which will be the quarter in which the Effective Time occurs unless it is the last day of the quarter) to the extent there are sufficient advisory fees to cover such deficit.
54
12. Proposed Merger with BlackRock Capital Investment Corporation — (continued)
The Merger is expected to be accounted for as an asset acquisition of BCIC by the Company in accordance with the asset acquisition method of accounting as detailed in ASC 805-50 ("ASC 805"), Business Combinations-Related Issues. Under asset acquisition accounting, acquiring assets in groups not only requires ascertaining the cost of the asset (or net assets), but also allocating that cost to the individual assets (or individual assets and liabilities) that make up the group. Per ASC 805-50-30-1, assets are recognized based on their cost to the acquiring entity, which generally includes transaction costs of the asset acquisition, and no gain or loss is recognized unless the fair value of noncash assets given as consideration differs from the assets’ carrying amounts on the acquiring entity’s records. ASC 805-50-30-2 provides that asset acquisitions in which the consideration given is cash are measured by the amount of cash paid. However, if the consideration given is not in the form of cash (that is, in the form of noncash assets, liabilities incurred, or equity interests issued), measurement is based on the cost to the acquiring entity or the fair value of the assets (or net assets) acquired, whichever is more clearly evident and, thus, more reliably measured.
As set forth in the Fee Waiver Agreement, the Advisor has agreed that, for purposes of calculating net investment income and certain incentive fee calculations under the Amended and Restated Investment Advisory Agreement, the Advisor will exclude any amortization or accretion of any purchase premium or purchase discount to interest income or any gains and losses resulting solely from accounting adjustments to the cost basis of the BCIC assets acquired in the Merger as required under ASC 805.
All fees and expenses incurred by any party or any of its consolidated subsidiaries in connection with the Merger Agreement will be paid by the party incurring such fees or expenses, whether or not the Merger is consummated. All fees and expenses (whether or not incurred or owed by the Company or BCIC) related to (i) the drafting of the Merger Agreement and the other documents and agreements related thereto and the transactions contemplated thereby and the joint proxy statement/prospectus, (ii) filing and other fees paid to the SEC in connection with the transactions contemplated by the Merger Agreement, and (iii) filing and other fees incurred in connection with any filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended in connection with the transactions contemplated by the Merger Agreement will be borne by the Company and BCIC on a pro rata basis based upon the relative net assets of the Company and BCIC as of the date on which the Exchange Ratio is determined, subject to the sharing of a portion of these charges by the Advisor or BCIA as described below.
The Advisor, in the case of the Company, and BCIA, in the case of BCIC, will each bear 50% of the aggregate reasonable out-of-pocket costs and expenses incurred by the Company or BCIC, as applicable, up to a combined aggregate amount equal to $6 million, except that if the Closing does not occur because either the BCIC Stockholders fail to approve the BCIC Merger Proposal or the Company Stockholders fail to approve the Company Stock Issuance Proposal, then, such amount will be reduced to $3 million. The foregoing expense limits will be allocated between the Company and BCIC on a pro rata basis based upon the relative net assets of the Company and BCIC as of the date on which the Exchange Ratio is determined, subject to reallocation should one of the Company or BCIC incur expenses that are less than its proportional amount of the expense cap. In accordance with ASC 805, transaction expenses of the Company are capitalized and deferred, while transaction expenses of BCIC are expensed as incurred. As of September 30, 2023, the Company had capitalized approximately $1.2 million in transaction related expenses and such amount is included in prepaid expenses and other assets in the Consolidated Statement of Assets and Liabilities.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement. The representations, warranties, covenants and agreements contained in the Merger Agreement were made only for purposes of the Merger Agreement and as of specific dates; were solely for the benefit of the parties to the Merger Agreement (except as may be expressly set forth in the Merger Agreement); may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Stockholders and security holders should not rely on such representations, warranties, covenants or agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any of the parties to the Merger Agreement or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties, covenants and agreements may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures by the parties to the Merger Agreement.
55
BlackRock TCP Capital Corp.
Consolidated Schedule of Changes in Investments in Non-Controlled Affiliates(1) (Unaudited)
Nine Months Ended September 30, 2023
Security |
|
Dividends or |
|
|
Fair Value at |
|
|
Net realized |
|
|
Net increase |
|
|
Acquisitions (3) |
|
|
Dispositions (4) |
|
|
Fair Value at |
|
|||||||
Iracore International Holdings, Inc., Senior Secured 1st Lien Term Loan, LIBOR + 9%, 1% LIBOR Floor, due 4/12/24 |
|
$ |
141,950 |
|
|
$ |
1,324,140 |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
11 |
|
|
$ |
- |
|
|
$ |
1,324,151 |
|
Iracore Investments Holdings, Inc., Class A Common Stock |
|
|
- |
|
|
|
2,983,163 |
|
|
|
- |
|
|
|
(959,188 |
) |
|
|
- |
|
|
|
- |
|
|
|
2,023,975 |
|
TVG-Edmentum Holdings, LLC, Series A Preferred Units |
|
|
45,650 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
TVG-Edmentum Holdings, LLC, Series B-1 Common Units |
|
|
1,960,002 |
|
|
|
32,391,197 |
|
|
|
- |
|
|
|
(3,170,270 |
) |
|
|
1,959,992 |
|
|
|
- |
|
|
|
31,180,919 |
|
TVG-Edmentum Holdings, LLC, Series B-2 Common Units |
|
|
- |
|
|
|
32,391,197 |
|
|
|
- |
|
|
|
(1,210,278 |
) |
|
|
- |
|
|
|
- |
|
|
|
31,180,919 |
|
Total |
|
$ |
2,147,602 |
|
|
$ |
69,089,697 |
|
|
$ |
— |
|
|
$ |
(5,339,736 |
) |
|
$ |
1,960,003 |
|
|
$ |
— |
|
|
$ |
65,709,964 |
|
Notes to Consolidated Schedule of Changes in Investments in Non-Controlled Affiliates:
56
BlackRock TCP Capital Corp.
Consolidated Schedule of Changes in Investments in Controlled Affiliates(1) (Unaudited)
Nine Months Ended September 30, 2023
Security |
|
Dividends |
|
|
Fair Value at |
|
|
Net realized |
|
|
Net increase |
|
|
Acquisitions (3) |
|
|
Dispositions (4) |
|
|
Fair Value at |
|
|||||||
36th Street Capital Partners Holdings, LLC, Membership Units |
|
$ |
(49,161 |
) |
|
$ |
56,272,000 |
|
|
$ |
- |
|
|
$ |
(5,337,692 |
) |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
50,934,308 |
|
36th Street Capital Partners Holdings, LLC, Senior Note, 12%, due 11/1/25 |
|
|
4,431,729 |
|
|
|
50,131,437 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
50,131,437 |
|
Anacomp, Inc., Class A Common Stock |
|
|
- |
|
|
|
552,432 |
|
|
|
- |
|
|
|
62,776 |
|
|
|
- |
|
|
|
- |
|
|
|
615,208 |
|
Conventional Lending TCP Holdings, LLC, Membership Units |
|
|
1,298,418 |
|
|
|
16,146,544 |
|
|
|
- |
|
|
|
(20,000 |
) |
|
|
250,000 |
|
|
|
- |
|
|
|
16,376,544 |
|
Kawa Solar Holdings Limited, Bank Guarantee Credit Facility, 0%, due 12/31/22 |
|
|
- |
|
|
|
101,315 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
101,315 |
|
Kawa Solar Holdings Limited, Revolving Credit Facility, 0%, due 12/31/22 |
|
|
- |
|
|
|
1,862,701 |
|
|
|
- |
|
|
|
(482,697 |
) |
|
|
- |
|
|
|
- |
|
|
|
1,380,004 |
|
Fishbowl, Inc., Senior Secured 1st Lien Term Loan, SOFR + 5%, 1% SOFR Floor, due 05/27/2027 |
|
|
932,778 |
|
|
|
12,089,579 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
12,089,579 |
|
Fishbowl INC., Common Membership Units |
|
|
- |
|
|
|
577,277 |
|
|
|
- |
|
|
|
145,680 |
|
|
|
- |
|
|
|
- |
|
|
|
722,957 |
|
AutoAlert, LLC, Senior Secured 1st Lien Term Loan, SOFR + 5.4%, 1% SOFR Floor, PIK toggle, due 3/31/28 |
|
|
1,004,037 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
2,533,793 |
|
|
|
16,278,838 |
|
|
|
18,812,631 |
|
AutoAlert, LLC, Senior Secured 2nd Lien Term Loan, SOFR + 9.4%, 1% SOFR Floor, PIK toggle, due 3/31/29 |
|
|
648,073 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
310,993 |
|
|
|
8,604,529 |
|
|
|
8,915,522 |
|
AutoAlert, LLC, Class A Common Interest |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
464,410 |
|
|
|
- |
|
|
|
4,713,888 |
|
|
|
5,178,298 |
|
AutoAlert, LLC, Preferred Equity |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
329,763 |
|
|
|
- |
|
|
|
4,302,264 |
|
|
|
4,632,027 |
|
Total |
|
$ |
8,265,874 |
|
|
$ |
137,733,285 |
|
|
$ |
— |
|
|
$ |
(4,837,760 |
) |
|
$ |
3,094,786 |
|
|
$ |
33,899,519 |
|
|
$ |
169,889,830 |
|
Notes to Consolidated Schedule of Changes in Investments in Controlled Affiliates:
57
BlackRock TCP Capital Corp.
Consolidated Schedule of Changes in Investments in Non-Controlled Affiliates (1)
Year Ended December 31, 2022
Security |
|
Dividends or |
|
|
Fair Value at |
|
|
Net realized |
|
|
Net increase |
|
|
Acquisitions (3) |
|
|
Dispositions (4) |
|
|
Fair Value at |
|
|||||||
Iracore International Holdings, Inc., Senior Secured 1st Lien Term Loan, LIBOR + 9%, 1% LIBOR Floor, due 4/12/24 |
|
$ |
148,806 |
|
|
$ |
1,324,140 |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
|
1,324,140 |
|
Iracore Investments Holdings, Inc., Class A Common Stock |
|
|
- |
|
|
|
4,344,746 |
|
|
|
- |
|
|
|
(1,361,583 |
) |
|
|
- |
|
|
|
- |
|
|
|
2,983,163 |
|
NEG Parent, LLC (CORE Entertainment, Inc.), Class A Units |
|
|
- |
|
|
|
15,224,581 |
|
|
|
9,653,044 |
|
|
|
(12,451,775 |
) |
|
|
- |
|
|
|
(12,425,850 |
) |
|
|
- |
|
NEG Parent, LLC (CORE Entertainment, Inc.), Class A Warrants to Purchase Class A Units |
|
|
- |
|
|
|
1,409,955 |
|
|
|
820,337 |
|
|
|
(1,213,868 |
) |
|
|
- |
|
|
|
(1,016,424 |
) |
|
|
- |
|
NEG Parent, LLC (CORE Entertainment, Inc.), Class B Warrants to Purchase Class A Units |
|
|
- |
|
|
|
1,423,944 |
|
|
|
699,058 |
|
|
|
(1,225,912 |
) |
|
|
- |
|
|
|
(897,090 |
) |
|
|
- |
|
TVG-Edmentum Holdings, LLC, Series A Preferred Units |
|
|
180,519 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
TVG-Edmentum Holdings, LLC, Series B-1 Common Units |
|
|
2,357,065 |
|
|
|
36,740,019 |
|
|
|
- |
|
|
|
(6,705,895 |
) |
|
|
2,357,073 |
|
|
|
- |
|
|
|
32,391,197 |
|
TVG-Edmentum Holdings, LLC, Series B-2 Common Units |
|
|
- |
|
|
|
36,740,019 |
|
|
|
- |
|
|
|
(4,348,822 |
) |
|
|
- |
|
|
|
- |
|
|
|
32,391,197 |
|
Total |
|
$ |
2,686,390 |
|
|
$ |
97,207,404 |
|
|
$ |
11,172,439 |
|
|
$ |
(27,307,855 |
) |
|
$ |
2,357,073 |
|
|
$ |
(14,339,364 |
) |
|
$ |
69,089,697 |
|
Notes to Consolidated Schedule of Changes in Investments in Non-Controlled Affiliates:
58
BlackRock TCP Capital Corp.
Consolidated Schedule of Changes in Investments in Controlled Affiliates (1)
Year Ended December 31, 2022
Security |
|
Dividends |
|
|
Fair Value at |
|
|
Net realized |
|
|
Net increase |
|
|
Acquisitions (3) |
|
|
Dispositions (4) |
|
|
Fair Value at |
|
|||||||
36th Street Capital Partners Holdings, LLC, Membership Units |
|
$ |
3,794,889 |
|
|
$ |
34,082,000 |
|
|
$ |
- |
|
|
$ |
20,940,000 |
|
|
$ |
1,250,000 |
|
|
$ |
- |
|
|
$ |
56,272,000 |
|
36th Street Capital Partners Holdings, LLC, Senior Note, 12%, due 11/1/25 |
|
|
4,977,439 |
|
|
|
41,381,437 |
|
|
|
- |
|
|
|
- |
|
|
|
8,750,000 |
|
|
|
- |
|
|
|
50,131,437 |
|
Anacomp, Inc., Class A Common Stock |
|
|
- |
|
|
|
326,437 |
|
|
|
- |
|
|
|
225,995 |
|
|
|
- |
|
|
|
- |
|
|
|
552,432 |
|
Conergy Asia & ME Pte. Ltd., 1st Lien Term Loan, 0%, due 12/31/22 |
|
|
- |
|
|
|
339,100 |
|
|
|
- |
|
|
|
(339,100 |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
Conventional Lending TCP Holdings, LLC, Membership Units |
|
|
2,155,374 |
|
|
|
26,901,777 |
|
|
|
(124,801 |
) |
|
|
(131,604 |
) |
|
|
515,000 |
|
|
|
(11,013,828 |
) |
|
|
16,146,544 |
|
Kawa Solar Holdings Limited, Bank Guarantee Credit Facility, 0%, due 12/31/22 |
|
|
- |
|
|
|
101,315 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
101,315 |
|
Kawa Solar Holdings Limited, Ordinary Shares |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Kawa Solar Holdings Limited, Revolving Credit Facility, 0%, due 12/31/22 |
|
|
- |
|
|
|
1,955,145 |
|
|
|
- |
|
|
|
(92,444 |
) |
|
|
- |
|
|
|
- |
|
|
|
1,862,701 |
|
Fishbowl, Inc., Senior Secured 1st Lien Term Loan, SOFR + 5%, 1% SOFR Floor, due 05/27/2027 |
|
|
577,752 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
12,089,579 |
|
|
|
- |
|
|
|
12,089,579 |
|
Fishbowl INC., Common Membership Units |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(209,754 |
) |
|
|
787,031 |
|
|
|
- |
|
|
|
577,277 |
|
Total |
|
$ |
11,505,454 |
|
|
$ |
105,087,211 |
|
|
$ |
(124,801 |
) |
|
$ |
20,393,093 |
|
|
$ |
23,391,610 |
|
|
$ |
(11,013,828 |
) |
|
$ |
137,733,285 |
|
Notes to Consolidated Schedule of Changes in Investments in Controlled Affiliates:
59
BlackRock TCP Capital Corp.
Consolidated Schedule of Restricted Securities of Unaffiliated Issuers (Unaudited)
September 30, 2023
Investment |
|
Acquisition Date |
AGY Equity, LLC, Class A Preferred Units |
|
9/3/20 |
AGY Equity, LLC, Class B Preferred Units |
|
9/3/20 |
AGY Equity, LLC, Class C Common Units |
|
9/3/20 |
Blackbird Purchaser, Inc. (OTC) Preferred Stock |
|
12/14/21 |
Fidelis (SVC) LLC, Series C Preferred Units |
|
12/31/19 |
Foursquare Labs, Inc., Warrants to Purchase Series E Preferred Stock |
|
5/4/17 |
GACP I, LP (Great American Capital), Membership Units |
|
10/1/15 |
GACP II, LP (Great American Capital), Membership Units |
|
1/12/18 |
GlassPoint, Inc., Warrants to Purchase Common Stock |
|
2/7/17 |
Grey Orange International Inc., Warrants to Purchase Common Stock |
|
5/5/22 |
Hylan Novellus LLC, Class A Units |
|
03/30/22 |
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 |
Inotiv, Inc., Common Shares |
|
03/30/22 |
PerchHQ, Warrants for Common Units |
|
09/30/22 |
Pico Quantitative Trading Holdings, LLC, Warrants to Purchase Membership Units |
|
2/7/20 |
Plate Newco 1 Limited (Avanti), Common Stock |
|
04/13/22 |
Quora, Inc., Warrants to Purchase Series D Preferred Stock |
|
4/12/19 |
Razor Group GmbH, Warrants to Purchase Preferred Series A1 Shares |
|
4/28/21 |
Razor Warrants to Purchase Series C Shares |
|
12/23/22 |
ResearchGate Corporation., Warrants to Purchase Series D Preferred Stock |
|
11/7/19 |
Elevate Brands HoldCo Inc., Warrants to Purchase Elevate Common Shares in MXP |
|
7/26/23 |
Elevate Brands HoldCo Inc., Warrants to Purchase Elevate Preferred New Super Senior Shares |
|
7/26/23 |
SellerX Germany GMBH & Co. KG,, Warrants to Purchase SellerX Common Shares in MXP |
|
11/23/21 |
SnapLogic, Inc., Warrants to Purchase Series Preferred Stock |
|
3/20/18 |
Soraa, Inc., Warrants to Purchase Preferred Stock |
|
8/29/14 |
SoundCloud, Ltd., Warrants to Purchase Preferred Stock |
|
4/30/15 |
Suited Connector, LLC, (Suco Investors, LP) Warrants to Purchase Class A Units |
|
3/6/2023 |
Tradeshift, Inc., Warrants to Purchase Series D Preferred Stock |
|
3/9/17 |
Utilidata, Inc., Common Stock |
|
7/6/20 |
Utilidata, Inc., Series A-1 Preferred Stock |
|
7/6/20 |
Utilidata, Inc., Series A-2 Preferred Stock |
|
7/6/20 |
WorldRemit Group Limited, Warrants to Purchase Series D Stock |
|
2/11/21 |
60
BlackRock TCP Capital Corp.
Consolidated Schedule of Restricted Securities of Unaffiliated Issuers
December 31, 2022
Investment |
|
Acquisition Date |
AGY Equity, LLC, Class A Preferred Units |
|
9/3/2020 |
AGY Equity, LLC, Class B Preferred Units |
|
9/3/2020 |
AGY Equity, LLC, Class C Common Units |
|
9/3/2020 |
Autoalert Acquisition Co, LLC, Warrants to Purchase LLC Interests |
|
6/30/20 |
Blackbird Purchaser, Inc. (OTC) Preferred Stock |
|
12/14/21 |
Elevate Brands OpCo LLC, Warrants for Common Stock |
|
03/14/22 |
Elevate Brands OpCo LLC, Warrants for Preferred Shares |
|
03/14/22 |
Fidelis (SVC) LLC, Series C Preferred Units |
|
12/31/19 |
FinancialForce.com, Inc., Warrants to Purchase Series C Preferred Stock |
|
1/30/19 |
Foursquare Labs, Inc., Warrants to Purchase Series E Preferred Stock |
|
5/4/17 |
GACP I, LP (Great American Capital), Membership Units |
|
10/1/15 |
GACP II, LP (Great American Capital), Membership Units |
|
1/12/18 |
GlassPoint, Inc., Warrants to Purchase Common Stock |
|
2/7/17 |
Hylan Datacom & Electrical, LLC, Class A Units |
|
03/30/22 |
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 |
Inotiv, Inc., Common Shares |
|
03/30/22 |
Nanosys, Inc., Warrants to Purchase Preferred Stock |
|
3/29/16 |
PerchHQ, Warrants for Common Units |
|
09/30/22 |
Plate Newco 1 Limited (Avanti), Common Stock |
|
04/13/22 |
Pico Quantitative Trading Holdings, LLC, Warrants to Purchase Membership Units |
|
2/7/20 |
Quora, Inc., Warrants to Purchase Series D Preferred Stock |
|
4/12/19 |
Razor Group GmbH, Warrants to Purchase Preferred Series A1 Shares |
|
4/28/21 |
Razor Warrants to Purchase Series C Shares |
|
12/23/22 |
ResearchGate Corporation., Warrants to Purchase Series D Preferred Stock |
|
11/7/19 |
SellerX Germany GMBH & Co. KG, Warrants to Purchase Preferred B Shares |
|
11/23/21 |
SnapLogic, Inc., Warrants to Purchase Series Preferred Stock |
|
3/20/18 |
Soraa, Inc., Warrants to Purchase Preferred Stock |
|
8/29/14 |
SoundCloud, Ltd., Warrants to Purchase Preferred Stock |
|
4/30/15 |
Tradeshift, Inc., Warrants to Purchase Series D Preferred Stock |
|
3/9/17 |
Utilidata, Inc., Common Stock |
|
7/6/20 |
Utilidata, Inc., Series C Preferred Stock |
|
7/6/20 |
Utilidata, Inc., Series CC Preferred Stock |
|
7/6/20 |
WorldRemit Group Limited, Warrants to Purchase Series D Stock |
|
2/11/21 |
61
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:
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.
62
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 1934 Act 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”), $250.0 million in senior unsecured notes issued by the Company maturing in 2024 (the “2024 Notes”), $325.0 million in senior unsecured notes issued by the Company maturing in 2026 (the “2026 Notes”) and $160.0 million in committed leverage from the SBA (the “SBA Program” and, together with the Operating Facility, Funding Facility II, the 2024 Notes and the 2026 Notes, the “Leverage Program”). Prior to being repaid on March 1, 2022, debt included $140.0 million in Convertible unsecured notes due March 2022 issued by the Company (the "2022 Convertible Notes"). Prior to being repaid on September 17, 2021, debt included $175.0 million in unsecured notes due August 2022 issued by the Company (the "2022 Notes"). 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”).
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.
On September 6, 2023, the Company entered into the Merger Agreement with BCIC, Merger Sub, and, solely for the limited purposes set forth therein, BCIA and the Advisor. See “Note 12 – Proposed Merger with BlackRock Capital Investment Corporation” for further information regarding the Merger Agreement and the Merger.
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
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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, 2023, 81.8% 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 II and the SBIC), which may include those relating to:
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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 Investment Advisers Act of 1940.
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 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 and estimates
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
Pursuant to Rule 2a-5 (the “Rule”) under the 1940 Act, the Board of Directors designated the Advisor as the Company’s valuation designee (the “Valuation Designee”) to perform certain fair value functions, including performing fair value determinations and has approved policies and procedures adopted by the Advisor to seek to ensure compliance with the requirements of the Rules.
We value our portfolio investments at fair value based upon the principles and methods of valuation set forth in policies and procedures reviewed and approved by a committee established by the Valuation Designee (the "Valuation Committee). 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).
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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 policies and procedures reviewed and approved by the Valuation Committee. The policies were adopted by the Valuation Designee and approved by the Board. 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 adopted by the Valuation Designee 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:
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 the Valuation Designee 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 comparable, 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 comparable, 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.
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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, 2023, 0.0% of our investments were categorized as Level 1, 4.3% were categorized as Level 2, 95.7% were Level 3 investments valued based on valuations by independent third-party sources, and 0.0% were Level 3 investments valued based on valuations by the Valuation Designee.
As of December 31, 2022, 0.1% of our investments were categorized as Level 1, 5.7% were categorized as Level 2, 94.0% were Level 3 investments valued based on valuations by independent third-party sources, and 0.2% were Level 3 investments valued based on valuations by the Valuation Designee.
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, 2023, we invested approximately $92.4 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, $91.5 million, or 99.0% of total acquisitions, were in senior secured loans. The remaining $0.9 million (1.0% of total acquisitions) was comprised of equity investments. Additionally, we received approximately $125.6 million in proceeds from sales or repayments of investments during the three months ended September 30, 2023.
During the three months ended September 30, 2022, we invested approximately $48.3 million, comprised of new investments in 14 new and 3 existing portfolio companies, as well as draws made on existing commitments and PIK received on prior investments. Of these investments, $47.3 million, or 98.0% of total acquisitions, were in senior secured loans, the remaining $1.0 million, or 2.0% of total acquisitions, was comprised primarily of equity investments. Additionally, we received approximately $170.4 million in proceeds from sales or repayments of investments during the three months ended September 30, 2022.
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During the nine months ended September 30, 2023, we invested approximately $185.5 million, comprised of new investments in 14 new and 8 existing portfolio companies, as well as draws made on existing commitments and PIK received on prior investments. Of these investments, $182.5 million, or 98.4% of total acquisitions, were in senior secured loans. The remaining 3.0 million (1.6% of total acquisitions) was comprised of equity investments. Additionally, we received approximately $176.5 million in proceeds from sales or repayments of investments during the nine months ended September 30, 2022.
During the nine months ended September 30, 2022, we invested approximately $263.4 million, comprised of new investments in 28 new and 9 existing portfolio companies, as well as draws made on existing commitments and PIK received on prior investments. Of these investments, $259.1 million, or 98.4% of total acquisitions, were in senior secured loans and $0.7 million, or 0.3% of total acquisitions were in unsecured notes. The remaining $3.6 million (1.3% of total acquisitions) was comprised of equity investments. Additionally, we received approximately $406.0 million in proceeds from sales or repayments of investments during the nine months ended September 30, 2022.
At September 30, 2023, our investment portfolio of $1,593.3 million (at fair value) consisted of 143 portfolio companies and was invested 88.7% in debt investments, primarily in senior secured debt. In aggregate, our investment portfolio was invested 85.5% in senior secured loans, 3.2% in senior secured notes and 11.3% in equity investments. Our average portfolio company investment at fair value was approximately $11.1 million. Our largest portfolio company investment by value was approximately 6.3% of our portfolio and our five largest portfolio company investments by value comprised approximately 20.1% of our portfolio at September 30, 2023.
At December 31, 2022, our investment portfolio of $1,609.6 million (at fair value) consisted of 136 portfolio companies and was invested 88.2% in debt investments, primarily in senior secured debt. In aggregate, our investment portfolio was invested 83.9% in senior secured loans, 4.3% in senior secured notes and 11.8% in equity investments. Our average portfolio company investment at fair value was approximately $11.8 million. Our largest portfolio company investment by value was approximately 6.6% of our portfolio and our five largest portfolio company investments by value comprised approximately 20.1% of our portfolio at December 31, 2022.
The industry composition of our portfolio at fair value at September 30, 2023 was as follows:
Industry |
|
Percent of |
|
|
Internet Software and Services |
|
|
14.7 |
% |
Diversified Financial Services |
|
|
12.0 |
% |
Diversified Consumer Services |
|
|
12.0 |
% |
Software |
|
|
9.4 |
% |
Professional Services |
|
|
5.5 |
% |
Health Care Technology |
|
|
4.7 |
% |
Media |
|
|
3.6 |
% |
Capital Markets |
|
|
3.0 |
% |
IT Services |
|
|
2.8 |
% |
Automobiles |
|
|
2.8 |
% |
Healthcare Providers and Services |
|
|
2.5 |
% |
Road and Rail |
|
|
2.5 |
% |
Textiles, Apparel and Luxury Goods |
|
|
2.4 |
% |
Construction and Engineering |
|
|
2.2 |
% |
Technology Hardware, Storage & Peripherals |
|
|
2.0 |
% |
Hotels, Restaurants and Leisure |
|
|
1.9 |
% |
Paper and Forest Products |
|
|
1.9 |
% |
Specialty Retail |
|
|
1.5 |
% |
Pharmaceuticals |
|
|
1.4 |
% |
Diversified Telecommunication Services |
|
|
1.2 |
% |
Consumer Finance |
|
|
1.2 |
% |
Insurance |
|
|
1.2 |
% |
Trading Companies & Distributors |
|
|
1.1 |
% |
Other |
|
|
6.5 |
% |
Total |
|
|
100.0 |
% |
|
|
|
|
|
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The weighted average effective yield of our debt portfolio was 14.1% at September 30, 2023 and 12.7% at December 31, 2022. The weighted average effective yield of our total portfolio was 13.2% at September 30, 2023 and 11.9% at December 31, 2022. At September 30, 2023, 94.9% of debt investments in our portfolio bore interest based on floating rates, such as LIBOR, EURIBOR, SOFR, the Federal Funds Rate or the Prime Rate, and 5.1% bore interest at fixed rates. The percentage of floating rate debt investments in our portfolio that were subject to an interest rate floor was 94.8% at September 30, 2023. Debt investments in three portfolio companies were on non-accrual status as of September 30, 2023, representing 1.1% of the portfolio at fair value and 1.7% at cost. At December 31, 2022, 93.6% of debt investments in our portfolio bore interest based on floating rates, such as LIBOR, EURIBOR, SOFR, the Federal Funds Rate or the Prime Rate, and 6.4% bore interest at fixed rates. The percentage of floating rate debt investments in our portfolio that were subject to an interest rate floor was 94.9% at December 31, 2022. Debt investments in three portfolio companies were on non-accrual status as of December 31, 2022, representing 2.0% of the portfolio at fair value and 4.2% at cost.
Results of operations
Investment income
Investment income totaled $54.2 million and $48.2 million, respectively, for the three months ended September 30, 2023 and 2022, of which $53.3 million and $46.1 million were attributable to interest and fees on our debt investments, $0.9 million and $1.7 million to dividend income and $0.0 million and $0.4 million to other income, respectively. Included in interest and fees on our debt investments were $0.7 million and $3.4 million of non-recurring income related to prepayments and $0.4 million and $0.4 million in amendment fees for the three months ended September 30, 2023 and 2022, respectively. The increase in investment income for the three months ended September 30, 2023 compared to the three and nine months ended September 30, 2022 primarily reflects an increase in interest income due to the rise in LIBOR/SOFR rates, partially offset by the lower dividend income received during the three months ended September 30, 2023.
Investment income totaled $158.5 million and $134.3 million, respectively, for the nine months ended September 30, 2023 and 2022, of which $155.3 million and $127.6 million were attributable to interest and fees on our debt investments, $2.8 million and $5.9 million to dividend income and $0.4 million and $0.8 million to other income, respectively. Included in interest and fees on our debt investments were $1.0 million and $7.3 million of non-recurring income related to prepayments and $0.9 million and $0.4 million in amendment fees for the nine months ended September 30, 2023 and 2022, respectively. The increase in investment income in the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022 primarily reflects an increase in interest income due to the increase in LIBOR/SOFR rates, partially offset by the lower dividend income during the nine months ended September 30, 2023.
Expenses
Total operating expenses for the three months ended September 30, 2023 and 2022 were $25.9 million and $23.8 million, respectively, comprised of $12.1 million and $10.2 million in interest expense and related fees, $6.1 million and $6.6 million in base management fees, $6.0 million and $5.2 million in incentive fee expense, $0.7 million and $0.4 million in professional fees, $0.4 million and $0.4 million in administrative expenses and $0.6 million and $1.0 million in other expenses, respectively. The increase in operating expenses for the three months ended September 30, 2023 compared to the three months ended September 30, 2022 reflects an increase in interest expense due to the rise in LIBOR/SOFR rates and an increase in incentive fee expense, partially offset by the lower management fees during the three months ended September 30, 2023.
Total operating expenses for the nine months ended September 30, 2023 and 2022 were $77.1 million and $68.9 million, respectively, comprised of $36.0 million and $28.9 million in interest expense and related fees, $18.1 million and $19.9 million in base management fees, $17.3 million and $13.9 million in incentive fee expense, $1.5 million and $1.4 million in professional fees, $1.1 million and $1.3 million in administrative expenses and $3.1 million and $3.5 million in other expenses, respectively. The increase in operating expenses in the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022 primarily reflects an increase in interest expense due to the rise in LIBOR/SOFR rates and an increase in incentive fee expense, partially offset by the lower management fees during the nine months ended September 30, 2023.
Net investment income
Net investment income was $28.3 million and $24.4 million, respectively, for the three months ended September 30, 2023 and 2022. The increase in net investment income for the three months ended September 30, 2023 compared to the three months ended September 30, 2022 primarily reflects the increase in total investment income, partially offset by the increase in expenses during the three months ended September 30, 2023.
Net investment income was $81.3 million and $65.4 million, respectively, for the nine months ended September 30, 2023 and 2022. The increase in net investment income in the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022 primarily reflects the increase in total investment income, partially offset by the increase in expense during the nine months ended September 30, 2023.
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Net realized and unrealized gain or loss
Net realized gain (loss) for the three months ended September 30, 2023 and 2022 was $(0.1) million and $0.3 million, respectively.
Net realized gain (loss) for the nine months ended September 30, 2023 and 2022 was $(31.2) million and $(18.2) million, respectively. Net realized loss for the nine months ended September 30, 2023 was comprised primarily of a $30.7 million loss from reorganization of our investment in Autoalert. Net realized loss for the nine months ended September 30, 2022 was comprised primarily of a $13.8 million loss from reorganization of our investment in Fishbowl, a $13.3 million loss from the restructuring of our investment in Avanti, partially offset by a $11.2 million gain from the exit of our debt investment in CORE Entertainment.
For the three months ended September 30, 2023 and 2022, the change in net unrealized appreciation (depreciation) was $(15.4) million and $1.6 million, respectively. The change in net unrealized depreciation for the three months ended September 30, 2023 primarily reflects a $4.5 million unrealized loss on our investment in Edmentum, a $4.0 million unrealized loss on our investment in Khoros, a $3.6 million unrealized loss on our investment in Magenta Buyer, a $2.5 million unrealized loss on our investment in 36th Street Capital, a $2.4 million unrealized loss on our investment in Hylan, a $2.2 million unrealized loss on our investment in CIBT, offset by a $3.2 million unrealized gain on our investment in Astra Acquisition. The change in net unrealized appreciation (depreciation) for the three months ended September 30, 2022 was primarily driven by a $18.8 million in unrealized gain on our investment in 36th Street Capital, and a $3.3 million in reversal of previous unrealized losses from the disposition of our investment in JUUL, partially offset by $5.9 million in unrealized losses from AutoAlert and $2.1 million in unrealized losses on Aventiv Technologies, as well as unrealized losses across the portfolio from widening market spreads.
For the nine months ended September 30, 2023 and 2022, the change in net unrealized appreciation (depreciation) was $1.6 million and $(8.7) million, respectively. The change in net unrealized appreciation for the nine months ended September 30, 2023 primarily reflects a $37.0 million reversal of previously recognized unrealized losses from the reorganization of our investment in Autoalert, offset by a $8.0 million unrealized loss in Hylan, a $6.8 million unrealized loss on our investment in Megenta Buyer, a $5.3 million unrealized loss on our investment in 36th Street, a $5.1 million unrealized loss on our investment in Khoros, a $4.4 million unrealized loss on our investment in Edmentum, a $3.9 million unrealized loss on our investment in Astra Acquisition, and a $3.9 million unrealized loss on our investment in Perch. The change in net unrealized appreciation/depreciation for the nine months ended September 30, 2022 primarily reflects $14.9 million reversal of previously recognized unrealized gains from the disposition of our investment in CORE Entertainment, $12.9 million in unrealized losses from Autoalert, $3.3 million in unrealized losses from Thras.io, as well as unrealized losses across the portfolio from widening market spreads, offset by $23.1 million in unrealized gains on our investment in 36th Street Capital, $13.9 million reversal of previously recognized unrealized losses from the restructuring of our investment in Fishbowl, $12.3 million reversal of previously recognized unrealized losses from the restructuring of our investment in Avanti, and $7.6 million in unrealized gains on Edmentum.
Incentive compensation
Incentive fees for the three months ended September 30, 2023 and 2022 were $6.0 million and $5.2 million, respectively, and were payable due to our performance exceeding the cumulative total return threshold.
Incentive fees for the nine months ended September 30, 2023 and 2022 were $17.3 million and $13.9 million, respectively, and were payable due to our performance exceeding the cumulative total return threshold.
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. For the nine month ended September 30, 2023, an excise tax expense of $0.1 million was recorded and paid, based on the amount of tax-basis ordinary income for the year ended December 31, 2022. No excise tax was incurred for the year ended December 31, 2022.
Net increase (decrease) in net assets resulting from operations
The net increase (decrease) in net assets applicable to common shareholders resulting from operations was $12.8 million and $26.2 million for the three months ended September 30, 2023 and 2022, respectively. The lower net increase in net assets resulting from
70
operations during the three months ended September 30, 2023 was primarily due to the net realized and unrealized losses compared to the three months ended September 30, 2022.
The net increase (decrease) in net assets applicable to common shareholders resulting from operations was $51.8 million and $38.6 million for the nine months ended September 30, 2023 and 2022, respectively. The higher net increase in net assets resulting from operations during the nine months ended September 30, 2023 was primarily due to the higher net investment income and the net realized and unrealized gains compared to the nine months ended September 30, 2022.
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.
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.
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 1934 Act. 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 27, 2023, to be in effect through the earlier of two trading days after our third quarter 2023 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. No shares were repurchased by the Company under the Company Repurchase plan for the nine months ended September 30, 2023 and 2022.
Total leverage outstanding and available under the combined Leverage Program at September 30, 2023 were as follows:
|
|
Maturity |
|
Rate |
|
|
Carrying |
|
|
Available |
|
|
Total |
|
|
|||
Operating Facility |
|
2026 |
|
SOFR+1.75% |
(2) |
|
$ |
148,826,611 |
|
|
$ |
151,173,389 |
|
|
$ |
300,000,000 |
|
(3) |
Funding Facility II |
|
2027 |
|
SOFR+2.05% |
(4) |
|
|
100,000,000 |
|
|
|
100,000,000 |
|
|
|
200,000,000 |
|
(5) |
SBA Debentures |
|
2024−2031 |
|
2.52% |
(6) |
|
|
150,000,000 |
|
|
|
10,000,000 |
|
|
|
160,000,000 |
|
|
2024 Notes ($250 million par) |
|
2024 |
|
3.900% |
|
|
|
249,443,956 |
|
|
|
— |
|
|
|
249,443,956 |
|
|
2026 Notes ($325 million par) |
|
2026 |
|
2.850% |
|
|
|
325,887,724 |
|
|
|
— |
|
|
|
325,887,724 |
|
|
Total leverage |
|
|
|
|
|
|
|
974,158,291 |
|
|
$ |
261,173,389 |
|
|
$ |
1,235,331,680 |
|
|
Unamortized issuance costs |
|
|
|
|
|
|
|
(3,784,018 |
) |
|
|
|
|
|
|
|
||
Debt, net of unamortized issuance costs |
|
|
|
|
|
|
$ |
970,374,273 |
|
|
|
|
|
|
|
|
||
71
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 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 outstanding indebtedness to common equity 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, 2023, the Company’s asset coverage ratio was 189%.
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 $160.0 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, 2023 was $52.1 million, consisting primarily of $56.0 million in net investment income (net of non-cash income and expenses), offset by the settlement of dispositions of investments (net of acquisitions) of $3.9 million.
Net cash used by financing activities was $42.9 million during the nine months ended September 30, 2023, consisting primarily of $66.4 million in dividends paid to common shareholders and $1.4 million in debt issuance cost, offset by $24.9 million in credit facility draws (net of repayments).
At September 30, 2023, we had $91.7 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, 2023, 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 Operating Facility, Funding Facility II, the 2024 Notes and the 2026 Notes, mature in May 2026, August 2027, August 2024 and February 2026, respectively. Any 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
72
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, 2023 and 2022:
Date Declared |
|
Record Date |
|
Payment Date |
|
Type |
|
Amount |
|
|
Total Amount |
|
||
February 28, 2023 |
|
March 17, 2023 |
|
March 31, 2023 |
|
Regular |
|
$ |
0.32 |
|
|
$ |
18,485,524 |
|
May 4, 2023 |
|
June 16, 2023 |
|
June 30, 2023 |
|
Regular |
|
|
0.34 |
|
|
|
19,640,870 |
|
August 3, 2023 |
|
September 15, 2023 |
|
September 29, 2023 |
|
Regular |
|
|
0.34 |
|
|
|
19,640,870 |
|
August 3, 2023 |
|
September 15, 2023 |
|
September 29, 2023 |
|
Special |
|
|
0.10 |
|
|
|
5,776,726 |
|
|
|
|
|
|
|
|
|
$ |
1.10 |
|
|
$ |
63,543,990 |
|
Date Declared |
|
Record Date |
|
Payment Date |
|
Type |
|
Amount |
|
|
Total Amount |
|
||
February 24, 2022 |
|
March 17, 2022 |
|
March 31, 2022 |
|
Regular |
|
$ |
0.30 |
|
|
$ |
17,330,179 |
|
May 4, 2022 |
|
June 16, 2022 |
|
June 30, 2022 |
|
Regular |
|
|
0.30 |
|
|
|
17,330,179 |
|
August 3, 2022 |
|
September 16, 2022 |
|
September 30, 2022 |
|
Regular |
|
|
0.30 |
|
|
|
17,330,179 |
|
|
|
|
|
|
|
|
|
$ |
0.90 |
|
|
$ |
51,990,537 |
|
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:
73
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.
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.
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.
Related Parties
We have entered into a number of business relationships with affiliated or related parties, including the following:
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
On October 26, 2023, 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 2023 earnings release or such time as the approved $50 million repurchase amount has been fully utilized, subject to certain conditions.
74
On November 2, 2023, the Company’s board of directors declared a fourth quarter regular dividend of $0.34 per share and a special dividend of $0.25 per share, both payable on December 29, 2023 to stockholders of record as of the close of business on December 15, 2023.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are subject to financial market risks, including changes in interest rates. At September 30, 2023, 94.9% of debt investments in our portfolio bore interest based on floating rates, such as LIBOR, EURIBOR, SOFR, 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 December 31, 2022, the percentage of floating rate debt investments in our portfolio that were subject to an interest rate floor was 93.6%. 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, 2023 statement of assets and liabilities, 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 |
|
Net Investment |
|
|
Net Investment |
|
||
Up 300 basis points |
|
$ |
36,862,357 |
|
|
$ |
0.64 |
|
Up 200 basis points |
|
|
24,574,905 |
|
|
|
0.43 |
|
Up 100 basis points |
|
|
12,287,452 |
|
|
|
0.21 |
|
Down 100 basis points |
|
|
(12,287,452 |
) |
|
|
(0.21 |
) |
Down 200 basis points |
|
|
(24,574,905 |
) |
|
|
(0.43 |
) |
Down 300 basis points |
|
|
(36,862,357 |
) |
|
|
(0.64 |
) |
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 1934 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 1934 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.
75
PART II - Other Information.
Item 1. Legal Proceedings
From time to time, the Company and the Advisor may be parties to certain legal proceedings incidental to the normal course of our business, including with respect to our investments in our portfolio companies. On September 13, 2023, the Company was named as a defendant, together with the Advisor and certain other funds managed by the Advisor, as well as certain other defendants, in a lawsuit filed in the United States Bankruptcy Court for the Southern District of New York. The suit relates to a third-party sponsored collateralized loan obligation in which the Company and certain other defendants invested. The suit alleges that the Company and the other defendants knew or should have known of certain fraudulent activities of the third-party manager relating to its management of the collateralized loan obligation that caused the plaintiffs to suffer investment losses. The suit seeks to recover from the Company approximately $15 million, plus interest, additional amounts from the other defendants, and attorneys’ fees and costs from all defendants. the Company, the affiliated funds and the Advisor intend to vigorously defend against these claims and will file a motion to dismiss the lawsuit on or around November 6, 2023. At this time, however, the Company and the Advisor cannot predict with a reasonable degree of certainty the likelihood of an unfavorable outcome, including any potential losses that could result.
Item 1A. Risk Factors
In addition to the other information set forth in this report, you should carefully consider the risk factor discussed below and the risk factors in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “Annual Report”), which could materially affect our business, financial condition and/or operating results. The risks described in our Annual Report and discussed below are not the only risks facing us. Please refer also to those risk factors relating to our proposed merger with BlackRock Capital Investment Corporation included under the caption “Risk Factors—Risks Relating to the Mergers” in our registration statement on Form N-14 (333-274897) filed with the SEC on October 6, 2023, which are incorporated herein by reference. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results.
The U.S. and global capital markets are subject to systemic risk that could adversely affect our business, financial condition and results of operations.
Issuers, national and regional banks, financial institutions and other participants in the U.S. and global capital markets are closely interrelated as a result of credit, trading, clearing, technology and other relationships. A significant adverse development (such as a bank run, insolvency, bankruptcy or default) with one or more national or regional banks, financial institutions or other participants in the financial or capital markets may spread to others and lead to significant concentrated or market-wide problems (such as defaults, liquidity problems, impairment charges, additional bank runs and/or losses) for other participants in these markets. Future developments, including actions taken by the U.S. Department of Treasury, FDIC, Federal Reserve Board, and systemic risk in the U.S. and global banking sectors and broader economies in general, are difficult to assess and quantify, and the form and magnitude of such developments or other actions of the U.S. Department of Treasury, FDIC and Federal Reserve Board may remain unknown for significant periods of time and could have an adverse effect on the Company.
For example, in response to the rapidly declining financial condition of regional banks Silicon Valley Bank (“SVB”) and Signature Bank (“Signature”), the California Department of Financial Protection and Innovation (the “CDFPI”) and the New York State Department of Financial Services (the “NYSDFS”) closed SVB and Signature on March 10, 2023 and March 12, 2023, respectively, and the Federal Deposit Insurance Corporation (“FDIC”) was appointed as receiver for SVB and Signature. Although the U.S. Department of the Treasury, the Federal Reserve and the FDIC have taken measures to stabilize the financial system, uncertainty and liquidity concerns in the broader financial services industry remain. Additionally, should there be additional systemic pressure on the financial system and capital markets, we cannot assure you of the response of any government or regulator, and any response may not be as favorable to industry participants as the measures currently being pursued. In addition, highly publicized issues related to the U.S. and global capital markets in the past have led to significant and widespread investor concerns over the integrity of the capital markets. The current situation related to SVB and Signature could in the future lead to further rules and regulations for public companies, banks, financial institutions and other participants in the U.S. and global capital markets, and complying with the requirements of any such rules or regulations may be burdensome. Even if not adopted, evaluating and responding to any such proposed rules or regulations could results in increased costs and require significant attention from the Advisor.
76
Item 2: Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities.
None
Item 3: Default Upon Senior Securities.
Not Applicable
Item 4. Mine Safety Disclosures.
None
77
Item 5. Other Information.
During the three months ended September 30, 2023, no director or Section 16 officer of the Company adopted or terminated a “Rule 10b5–1 trading arrangement” or “non-Rule 10b5–1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.
Price Range of Common Stock
Our common stock began trading on April 5, 2012 and is currently traded on The NASDAQ Global Select Market under the symbol “TCPC.” The following table lists the high and low closing sale price for our common stock, the closing sale price as a percentage of net asset value, or NAV, and quarterly distributions per share in each fiscal quarter for the first three quarters of the year ends December 31, 2023, the year ended December 31, 2022 and the year ended December 31, 2021. On September 30, 2023, the reported closing price of our common stock was $11.74 per share.
|
|
|
|
|
|
|
|
|
|
Premium/ |
|
Premium/ |
|
|
|
||||
|
|
|
|
Stock Price |
|
|
of High Sales Price |
|
of Low Sales Price |
|
|
|
|||||||
|
NAV(1) |
|
|
High(2) |
|
|
Low(2) |
|
|
to NAV (3) |
|
to NAV (3) |
|
Declared Distributions |
|
||||
Fiscal Year ended December 31, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Quarter |
$ |
13.00 |
|
|
$ |
13.37 |
|
|
$ |
9.73 |
|
|
2.8% |
|
(25.2)% |
|
$ |
0.32 |
|
Second Quarter |
$ |
12.94 |
|
|
$ |
11.42 |
|
|
$ |
9.76 |
|
|
(11.7)% |
|
(24.6)% |
|
$ |
0.34 |
|
Third Quarter |
$ |
12.72 |
|
|
$ |
12.89 |
|
|
$ |
11.00 |
|
|
1.3% |
|
(13.5)% |
|
$ |
0.44 |
|
Fiscal Year ended December 31, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Quarter |
$ |
14.27 |
|
|
$ |
14.30 |
|
|
$ |
13.10 |
|
|
0.2% |
|
(8.2)% |
|
$ |
0.30 |
|
Second Quarter |
$ |
13.97 |
|
|
$ |
14.36 |
|
|
$ |
11.87 |
|
|
2.8% |
|
(15.0)% |
|
$ |
0.30 |
|
Third Quarter |
$ |
14.12 |
|
|
$ |
14.28 |
|
|
$ |
10.92 |
|
|
1.1% |
|
(22.7)% |
|
$ |
0.30 |
|
Fourth Quarter |
$ |
12.93 |
|
|
$ |
13.54 |
|
|
$ |
10.84 |
|
|
4.7% |
|
(16.2)% |
|
$ |
0.37 |
|
Fiscal Year ended December 31, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Quarter |
$ |
13.56 |
|
|
$ |
14.89 |
|
|
$ |
11.13 |
|
|
9.8% |
|
(17.9)% |
|
$ |
0.30 |
|
Second Quarter |
$ |
14.21 |
|
|
$ |
14.97 |
|
|
$ |
13.74 |
|
|
5.3% |
|
(3.3)% |
|
$ |
0.30 |
|
Third Quarter |
$ |
14.09 |
|
|
$ |
14.39 |
|
|
$ |
13.36 |
|
|
2.1% |
|
(5.2)% |
|
$ |
0.30 |
|
Fourth Quarter |
$ |
14.36 |
|
|
$ |
14.36 |
|
|
$ |
13.18 |
|
|
0.0% |
|
(8.2)% |
|
$ |
0.30 |
|
78
Item 6. Exhibits
The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC:
* Filed herewith.
79
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized.
BlackRock TCP Capital Corp.
Date: November 2, 2023 |
|
|
|
By: |
/s/ Rajneesh Vig |
|
Name: |
Rajneesh Vig |
|
Title: |
Chief Executive Officer |
Date: November 2, 2023 |
|
|
|
By: |
/s/ Erik L. Cuellar |
|
Name: |
Erik L. Cuellar |
|
Title: |
Chief Financial Officer |
80
Execution Version
Exhibit 10.20
AMENDMENT NO. 6 TO
AMENDED & RESTATED SENIOR SECURED REVOLVING CREDIT AGREEMENT
This AMENDMENT NO. 6 TO AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT AGREEMENT, dated as of June 7, 2023 (this
“Amendment”) among SPECIAL VALUE CONTINUATION PARTNERS LLC, a Delaware limited liability company (the “Borrower”), 36TH STREET CAPITAL PARTNERS HOLDINGS, LLC, a Delaware limited liability company (“36th Street Capital Partners”), TCPC Funding I, LLC, a Delaware limited liability company (together with 36th Street Capital Partners, each a “Subsidiary Guarantor”) and ING CAPITAL LLC, as Administrative Agent is made with respect to the Amended & Restated Senior Secured Revolving Credit Agreement, dated as of May 6, 2019 (as amended by Amendment No. 1 to Amended & Restated Senior Secured Revolving Credit Agreement, dated as of April 9, 2020, Amendment No. 2 to Amended & Restated Senior Secured Revolving Credit Agreement, dated as of April 17, 2020, Amendment No. 3 to Amended & Restated Senior Secured Revolving Credit Agreement, dated as of July 31, 2020, Amendment No. 4 to Amended & Restated Senior Secured Revolving Credit Agreement, dated as of January 22, 2021, Omnibus Amendment to Loan Documents, dated as of June 22, 2021, and as further amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement” and, as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Lenders from time to time party thereto and the Administrative Agent. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement (as amended hereby); provided that, with respect to Section I, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Existing Credit Agreement.
W I T N E S S E T H:
WHEREAS, the Borrower and the Administrative Agent have agreed that certain amendments are required to effectuate (i) prevailing market convention for syndicated credit facilities denominated in Pound Sterling and (ii) the replacement of the LIBO Rate (as defined in the Existing Credit Agreement) as the Benchmark (as defined in the Existing Credit Agreement) for Dollars.
NOW THEREFORE, in consideration of the promises and the mutual agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION I NOTIFICATION
BUSINESS.29745768.5
The Administrative Agent and the Borrower, by execution and delivery of this Amendment, hereby notify the Lenders that:
publicly available for review: (i) the Senior Secured Revolving Credit Agreement, dated as of August 9, 2021, by and among, inter alios, Capital Southwest Corporation as Borrower and ING Capital LLC, as administrative agent (as amended by that certain Amendment No. 2 to Second Amended and Restated Senior Secured Revolving Credit Agreement, dated as of May 11, 2022),
(ii) the Amended and Restated Senior Secured Revolving Credit Agreement, dated as of April 24, 2019, by and among, inter alios, Fidus Investment Corporation as Borrower and ING Capital LLC as administrative agent (as amended by that certain Amendment No. 2 to Amended & Restated Senior Secured Revolving Credit Agreement, dated as of August 17, 2022), (iii) the Loan and Security Agreement, dated as of March 25, 2022, by and among, inter alios, Green Plains Finance Company LLC as Borrower and ING Capital LLC as agent, (iv) the Senior Secured Revolving Credit Agreement, dated as of February 1, 2022, by and among, inter alios, North Haven Private Income Fund LLC as Borrower and ING Capital LLC as administrative agent and (v) the Senior Secured Revolving Credit Agreement, dated as of March 25, 2022, by and among, inter alios, Oaktree Strategic Credit Fund as Borrower and ING Capital LLC as administrative agent, in each case, as amended, restated, supplemented or otherwise modified prior to the date hereof; and
As such, an Early Opt-In Election has occurred. The amendments set forth in Section II hereof are Benchmark Replacement Conforming Changes in connection with the Early Opt-In Election and shall be effective as of June 15, 2023, so long as the Administrative Agent has not received by 5:00 p.m. (New York City time) on June 14, 2023 written notice of objection to such Early Opt-In Election from Lenders comprising the Required Lenders (such effective date, the “Early Opt-In Effective Date”).
SECTION II AMENDMENTS TO EXISTING CREDIT AGREEMENT
Subject to the terms and conditions set forth below and, with respect to clause (b), above,
BUSINESS.29745768.5
SECTION III MISCELLANEOUS
(y) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission or electronic mail of a signed signature page to this Amendment) that such party
BUSINESS.29745768.5
has signed a counterpart of this Amendment.
BUSINESS.29745768.5
Effect, which is true and correct in all respects) on and as of the Amendment No. 6 Effective Date or as to any such representations and warranties that refer to a specific date, as of such specific date.
BUSINESS.29745768.5
9.12 and 9.13 of the Credit Agreement are hereby incorporated by reference mutatis mutandis as if fully set forth herein.
BUSINESS.29745768.5
[Signature pages follow]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the day and year first above written.
SPECIAL VALUE CONTINUATION PARTNERS
LLC, as Borrower
By: BlackRock TCP Capital Corp. Its: Sole Member
By: /s/ Patrick Wolfe
Name: Patrick Wolfe
Title: Managing Director
36TH STREET CAPITAL PARTNERS
HOLDINGS, LLC, as a Subsidiary Guarantor
By: Special Value Continuation Partners LLC Its: Sole Member
By: BlackRock TCP Capital Corp. Its: Sole Member
By: /s/ Patrick Wolfe
Name: Patrick Wolfe
Title: Managing Director
TCPC FUNDING I, LLC, as a Subsidiary Guarantor
By: /s/ Patrick Wolfe
Name: Patrick Wolfe
Title: Managing Director
BUSINESS.29745768.5
ING CAPITAL LLC,
as Administrative Agent
By: /s/ Grace Fu
Name: Grace Fu
Title: Managing Director
By: /s/ Dominik Breuer
Name: Dominik Breuer
Title: Director
BUSINESS.29745768.5
ANNEX A
Credit Agreement
(See attached)
ANNEX A – Execution Version
AMENDED & RESTATED SENIOR SECURED REVOLVING CREDIT AGREEMENT
dated as of
May 6, 2019
and
as amended by Amendment No. 1 to Amended & Restated Senior Secured Revolving Credit Agreement, dated as of April 9, 2020, as amended by Amendment No. 2 to Amended & Restated Senior Secured Revolving Credit Agreement, dated as of April 17, 2020, as amended by Amendment No. 3 to Amended & Restated Senior Secured Revolving Credit Agreement, dated as of July 31, 2020, as amended by Amendment No. 4 to Amended & Restated Senior Secured Revolving Credit Agreement, dated as of January 22, 2021, and as amended by Omnibus Amendment to Amended & Restated Senior Secured Revolving Credit Agreement, dated as of June 22, 2021, and as amended by Amendment No. 6 to Amended & Restated Senior Secured Revolving Credit Agreement, dated as of June 7, 2023.
among
SPECIAL VALUE CONTINUATION PARTNERS LLC
as Borrower
The LENDERS Party Hereto and
ING CAPITAL LLC
as Administrative Agent, Arranger and Bookrunner
BUSINESS.29748800.129748800.6
TABLE OF CONTENTS
BUSINESS.29745768.5
ARTICLE I
Page
DEFINITIONS
SECTION 1.01. Defined Terms 1
SECTION 1.02. Classification of Loans and Borrowings 4548
SECTION 1.03. Terms Generally 4648
SECTION 1.04. Accounting Terms; GAAP 4648
SECTION 1.05. Rates; LIBO Screen Rate Notification 47. 49
SECTION 1.06. Issuers 4850
SECTION 1.07. Currencies Generally 4850
SECTION 1.08. Special Provisions Relating to Euro 4850
ARTICLE II
THE CREDITS
SECTION 2.01. The Commitments 4951
SECTION 2.02. Loans and Borrowings 5051
SECTION 2.03. Requests for Borrowings 5153
SECTION 2.04. Funding of Borrowings 5254
SECTION 2.05. Interest Elections 5355
SECTION 2.06. Termination, Reduction or Increase of the Commitments 5457
SECTION 2.07. Repayment of Loans; Evidence of Debt 5961
SECTION 2.08. Prepayment of Loans 6063
SECTION 2.09. Fees 6466
SECTION 2.10. Interest 6567
SECTION 2.11. Eurocurrency Borrowing Provisions 66Inability to Determine Rates. 68
SECTION 2.12. Increased Costs 7074
SECTION 2.13. Break Funding Payments 7175
SECTION 2.14. Taxes 7276
SECTION 2.15. Payments Generally; Pro Rata Treatment: Sharing of Set-offs 7781
SECTION 2.16. Defaulting Lenders 8084
SECTION 2.17. Mitigation Obligations; Replacement of Lenders 8185
SECTION 2.18. Reallocations Related to Non-Extending Lender Commitment
Reductions 8286
BUSINESS.29748800.1
BUSINESS.29745768.5
(i)
ARTICLE III REPRESENTATIONS AND WARRANTIES
SECTION 3.01. Organization; Powers 8387
SECTION 3.02. Authorization; Enforceability 8387
SECTION 3.03. Governmental Approvals; No Conflicts 8387
SECTION 3.04. Financial Condition; No Material Adverse Effect 8488
SECTION 3.05. Litigation. 8589
SECTION 3.06. Compliance with Laws and Agreements. 8589
SECTION 3.07. Taxes. 8589
SECTION 3.08. ERISA. 8589
SECTION 3.09. Disclosure. 8791
SECTION 3.10. Investment Company Act; Margin Regulations. 8892
SECTION 3.11. Material Agreements and Liens 8892
SECTION 3.12. Subsidiaries and Investments. 8993
SECTION 3.13. Properties 8993
SECTION 3.14. Solvency 8993
SECTION 3.15. No Default. 8994
SECTION 3.16. Use of Proceeds. 8994
SECTION 3.17. Security Documents. 9094
SECTION 3.18. Financing Subsidiaries 9094
SECTION 3.19. Affiliate Agreements. 9094
SECTION 3.20. Compliance with Sanctions 9094
SECTION 3.21. Anti-Money Laundering Program 9195
SECTION 3.22. Beneficial Ownership Certification. 9195
SECTION 3.23. Foreign Corrupt Practices Act. 9195
SECTION 3.24. Affected Financial Institution. 9196
ARTICLE IV
CONDITIONS
SECTION 4.01. Restatement Effective Date 9296
SECTION 4.02. Conditions to Each Credit Extension 9599
ARTICLE V
AFFIRMATIVE COVENANTS
SECTION 5.01. Financial Statements and Other Information 96100
SECTION 5.02. Notices of Material Events 100104
SECTION 5.03. Existence; Conduct of Business 101105
SECTION 5.04. Payment of Obligations 101105
SECTION 5.05. Maintenance of Properties; Insurance 102106
SECTION 5.06. Books and Records; Inspection and Audit Rights 102106
BUSINESS.29745768.5
SECTION 5.07. Compliance with Laws and Agreements 103107
SECTION 5.08. Certain Obligations Respecting Subsidiaries; Further Assurances 103107 SECTION 5.09. Use of Proceeds 106110
SECTION 5.10. Status of RIC and BDC 107111
SECTION 5.11. Investment Policies 107111
SECTION 5.12. Portfolio Valuation and Diversification Etc 107111
SECTION 5.13. Calculation of Borrowing Base 113118
SECTION 5.14. Taxes 125130
SECTION 5.15. Anti-Hoarding of Assets at Financing Subsidiaries 126130
ARTICLE VI
NEGATIVE COVENANTS
SECTION 6.01. Indebtedness 126131
SECTION 6.02. Liens 127132
SECTION 6.03. Fundamental Changes 128132
SECTION 6.04. Investments 130134
SECTION 6.05. Restricted Payments 131135
SECTION 6.06. Certain Restrictions on Subsidiaries 132136
SECTION 6.07. Certain Financial Covenants 132136
SECTION 6.08. Transactions with Affiliates 133137
SECTION 6.09. Lines of Business 133138
SECTION 6.10. No Further Negative Pledge 133138
SECTION 6.11. Modifications of Indebtedness and Affiliate Agreements 134138
SECTION 6.12. Payments of Indebtedness 134139
SECTION 6.13. Modification of Investment Policies 134139
SECTION 6.14. SBIC Guarantee. 134139
SECTION 6.15. Derivative Transactions 135139
SECTION 6.16. Parent Holding Company 135139
SECTION 6.17. ERISA Plan Assets 135139
ARTICLE VII
EVENTS OF DEFAULT
SECTION 7.01. Events of Default 135140
SECTION 7.02. Performance by the Administrative Agent 139144
ARTICLE VIII
THE AGENTS
SECTION 8.01. Appointment 140144
SECTION 8.02. Capacity as Lender 140145
SECTION 8.03. Limitation of Duties; Exculpation 141145
SECTION 8.04. Reliance 141146
SECTION 8.05. Sub-Agents 142146
BUSINESS.29745768.5
SECTION 8.06. Resignation; Successor Administrative Agent 142146
SECTION 8.07. Reliance by Lenders 143147
SECTION 8.08. Modifications to Loan Documents 143147
SECTION 8.09. Indemnification by Lenders 143148
SECTION 8.10. Certain ERISA Matters. 144148
SECTION 8.11. Arranger and Bookrunner 145150
SECTION 8.12. Collateral Matters 145150
SECTION 8.13. Third Party Beneficiaries 146151
SECTION 8.14. Administrative Agent May File Proofs of Claim 146151
SECTION 8.15. Credit Bidding 147151
SECTION 8.16. Non-Extending Lenders 148152
SECTION 8.17. Non-Receipt of Funds by Administrative Agent; Erroneous Payments ..148153
ARTICLE IX
MISCELLANEOUS
SECTION 9.01. Notices; Electronic Communications 151155
SECTION 9.02. Waivers; Amendments 154159
SECTION 9.03. Expenses; Indemnity; Damage Waiver 157162
SECTION 9.04. Successors and Assigns 160164
SECTION 9.05. Survival 164169
SECTION 9.06. Counterparts; Integration; Effectiveness; Electronic Execution 165169 SECTION 9.07. Severability 165170
SECTION 9.08. Right of Set-off 165170
SECTION 9.09. Governing Law; Jurisdiction; Etc 166171
SECTION 9.10. WAIVER OF JURY TRIAL 167171
SECTION 9.11. Judgment Currency 167172
SECTION 9.12. Headings 167172
SECTION 9.13. Treatment of Certain Information; Confidentiality 168172
SECTION 9.14. USA PATRIOT Act 169173
SECTION 9.15. Termination 169174
SECTION 9.16. Acknowledgment and Consent to Bail-In of Affected Financial Institutions 169174
SECTION 9.17. Interest Rate Limitation 170174
SECTION 9.18. Acknowledgment Regarding Any Supported QFCs 170175
SECTION 9.19. Amendment and Restatement 171176
SCHEDULE 1.01(a) - Approved Dealers and Approved Pricing Services SCHEDULE 1.01(b) - Commitments
SCHEDULE 1.01(c) - [Intentionally Omitted] SCHEDULE 1.01(d) - Eligibility Criteria SCHEDULE 1.01(e) - Industry Classification Groups SCHEDULE 3.08(c) - Unfunded
BUSINESS.29745768.5
Pension Liabilities SCHEDULE 3.11(a) - Material Agreements SCHEDULE 3.11(b) - Liens
SCHEDULE 3.12(a) - Subsidiaries
SCHEDULE 3.12(b) - Investments
SCHEDULE 6.08 - Certain Affiliate Transactions
EXHIBIT A - Form of Assignment and Assumption EXHIBIT B - Form of Borrowing Base Certificate EXHIBIT C - Form of Promissory Note
EXHIBIT D - Form of Borrowing Request
AMENDED & RESTATED SENIOR SECURED REVOLVING CREDIT
AGREEMENT dated as of May 6, 2019 (this “Agreement”), among SPECIAL VALUE CONTINUATION PARTNERS LLC, a Delaware limited liability company (the “Borrower”), the LENDERS party hereto, and ING CAPITAL LLC, as Administrative Agent.
WHEREAS, the Borrower and the Administrative Agent entered into that certain Senior Secured Revolving Credit Agreement, dated as of the Original Effective Date (as amended by Amendment No. 1 to Senior Secured Revolving Credit Agreement, dated as of June 19, 2018, as further amended by Amendment No. 2 to Senior Secured Revolving Credit Agreement, dated as of November 2, 2018, and as further amended, restated, supplemented, or otherwise modified from time to time prior to the Restatement Effective Date, the “Existing Credit Agreement”) with the lenders party thereto from time to time (the “Existing Lenders”), pursuant to which the Existing Lenders extended certain commitments and made certain loans to the Borrower (the “Existing Loans”);
WHEREAS, the Borrower desires to amend and restate the Existing Credit Agreement and to make certain changes, including to increase the size of the commitments thereunder and to extend the maturity date; and
WHEREAS, the Existing Lenders are willing to make such changes to the Existing Credit Agreement upon the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein, the parties hereto hereby agree that, effective as of the Restatement Effective Date, the Existing Credit Agreement is hereby amended and restated in its entirety as follows:
ARTICLE I
DEFINITIONS
BUSINESS.29745768.5
SECTION 1.01. Defined Terms. As used in this Agreement, the following terms have the meanings specified below and the terms defined in Section 5.13 have the meanings assigned thereto in such section:
“2022 Notes” means the March 2022 Convertible Notes and the August 2022
Notes.
“2022 Notes Refinancing Distribution Period” means the period commencing on
February 9, 2021 and ending on the later of the March 2022 Convertible Notes Termination Date and the August 2022 Notes Termination Date.
“ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan is, or the Loans constituting such Borrowing are, denominated in Dollars and bearing interest at a rate determined by reference to the Alternate Base Rate.
“ABR Term SOFR Determination Day” has the meaning specified in the definition of “Term SOFR”.
“Adjusted Borrowing Base” means the Borrowing Base minus the aggregate amount of Cash and Cash Equivalents included in the Borrowing Base.
“Adjusted Covered Debt Balance” means, on any date, the aggregate Covered Debt Amount on such date minus the aggregate amount of Cash and Cash Equivalents included in the Borrowing Base.
“Adjusted LIBO Rate” means, for the Interest Period for any Eurocurrency Borrowing denominated in Dollars, an interest rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to the greater of (i) (a) the LIBO Rate for Dollars for such Interest Period multiplied by (b) the Statutory Reserve Rate for such Interest Period and (ii) zero.
“Adjusted Term SOFR” means, for purposes of any calculation, the rate per annum equal to (a) Term SOFR for such calculation plus (b) the SOFR Adjustment for such Interest Period; provided that, if Adjusted Term SOFR as so determined shall ever be less than the Floor, then the Adjusted Term SOFR shall be deemed to be the Floor.
“Adjusted Term SOFR Borrowing” means, as to any Borrowing, the Adjusted Term SOFR Loans comprising such Borrowing.
“Adjusted Term SOFR Loan” means a Loan that bears interest at a rate based on Adjusted Term SOFR, in each case, other than pursuant to clause (c) of the definition of “Alternate Base Rate”.
“Administrative Agent” means ING, in its capacity as administrative agent for the Lenders hereunder, and its successors in such capacity as provided in Section 8.06.
BUSINESS.29745768.5
“Administrative Agent’s Account” means, for each Currency, an account in respect of such Currency designated by the Administrative Agent in a notice to the Borrower and the Lenders.
“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.
“Advance Rate” has the meaning assigned to such term in Section 5.13. “Advisor” means Tennenbaum Capital Partners, LLC, a Delaware limited liability
company, or another investment advisor reasonably satisfactory to the Administrative Agent and approved by the Required Lenders.
“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.
“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common
Control with the Person specified. Anything herein to the contrary notwithstanding, the term “Affiliate” of an Obligor shall not include any Person that constitutes a Portfolio Investment held by such Obligor in the ordinary course of business. In no event shall the Administrative Agent, the Collateral Agent or any Lender be deemed an Affiliate of Parent, the Borrower or any of their Subsidiaries as a result of their relationship under this Agreement.
“Affiliate Agreements” means collectively, (a) (i) the Investment Management Agreement, dated as of August 1, 2018, between the Borrower and the Advisor, (ii) the Investment Management Agreement, dated as of May 15, 2013, between TCPC Funding I, LLC and the Advisor, (iii) the Amended and Restated Investment Management Agreement, dated as of February 9, 2019, between the Parent and the Advisor and (iv) the Investment Advisory Agreement, dated as of February 20, 2013, between TCPC SBIC, LP, TCPC SBIC GP, LLC and the Advisor, and (b) (i) the Administration Agreement, dated as of April 2, 2012, between the Borrower and SVOF/MM, LLC, and (ii) the SVOF/MM, LLC Series H Addendum, as amended and restated as of January 1, 2017.
“Affiliate Investment” means any Investment in a Person in which any of the Tennenbaum Parties or any of their respective subsidiaries or affiliates owns or controls more than 25% of the Equity Interests. For the avoidance of doubt, if an Investment satisfies this definition of “Affiliate Investment”, such Investment (a) shall not qualify as any other category of Portfolio Investment and (b) shall not be included in the Borrowing Base.
“Agency Account” has the meaning assigned to such term in Section 5.08(c)(v). “Agent” means, collectively, the Administrative Agent and the Collateral Agent.
BUSINESS.29745768.5
“Agreed Foreign Currency” means, at any time, any of Canadian Dollars, Euros,
Pounds Sterling, AUD, NZD and, with the prior consent of each Multicurrency Lender, any other Foreign Currency, so long as, in respect of any such Foreign Currency, at such time (a) such Foreign Currency is dealt with in the London interbank deposit market, or, in the case of AUD or NZD, the relevant local market for obtaining quotations, (b) such Foreign Currency is freely transferable and convertible into Dollars in the London foreign exchange market and (c) no central bank or other governmental authorization in the country of issue of such Foreign Currency (including, in the case of Euros, any authorization by the European Central Bank) is required to permit use of such Foreign Currency by any Multicurrency Lender for making any Loan hereunder and/or to permit the Borrower to borrow and repay the principal thereof and to pay the interest thereon, unless such authorization has been obtained and is in full force and effect.
“Agreement” has the meaning assigned to such term in the preamble of this
Agreement.
“Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of
(a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate for such day plus 1/2 of 1%, (c) the Adjusted LIBO Rate for deposits in Dollars(1) if the then-current Benchmark is Daily Simple SOFR, (x) Daily Simple SOFR in effect on such day (taking into account the Floor) plus (y) 1% and (2) if the then-current Benchmark is Adjusted Term SOFR, (x) Adjusted Term SOFR for a period of threeone (31) monthsmonth (taking into account any LIBO Rate floor
underset forth in the definition of “Adjusted LIBO RateTerm SOFR”) plus (y) 1% and (d) zero. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate, Daily Simple SOFR or the Adjusted LIBO RateTerm SOFR shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate, Daily Simple SOFR or the Adjusted LIBO RateTerm SOFR, as the case may be. If the Alternate Base Rate is being used as an alternate rate of interest pursuant to Section 2.11(c) or if the Administrative Agent is not able to determine Daily Simple SOFR or Adjusted Term SOFR for purposes of this definition for any reason, then the Alternate Base Rate shall be the greatest of clauses (a), (b) and (d) above and shall be determined without reference to clause (c) above.
“Anti-Corruption Laws” has the meaning assigned to such term in Section 3.23. “Applicable Dollar Percentage” means, with respect to any Dollar Lender, the
percentage of the total Dollar Commitments represented by such Dollar Lender’s Dollar Commitment. If the Dollar Commitments have terminated or expired, the Applicable Dollar Percentage shall be determined based upon the Dollar Commitments most recently in effect, giving effect to any assignments pursuant to Section 9.04(b); provided that, for the avoidance of doubt, on and after the Non-Extended Revolver Termination Date, the Applicable Dollar Percentage of such Non-Extending Lender that is a Dollar Lender shall be 0%.
BUSINESS.29745768.5
“Applicable Margin” means, for any day, (a) if the Borrowing Base (as of the most recently delivered Borrowing Base Certificate) is equal to or greater than 1.85 times the Combined Debt Amount, (i) with respect to any ABR Loan, 0.75% per annum and (ii) with respect to any Eurocurrency Loan, SOFR Loan or RFR Loan, 1.75% per annum, and (b) if the Borrowing Base (as of the most recently delivered Borrowing Base Certificate) is less than 1.85 times the Combined Debt Amount, (i) with respect to any ABR Loan, 1.00% per annum and (ii) with respect to any Eurocurrency Loan, SOFR Loan or RFR Loan, 2.00% per annum. Any change in the Applicable Margin due to a change in the ratio of the Borrowing Base to the Combined Debt Amount as set forth in any Borrowing Base Certificate shall be effective from and including the day immediately succeeding the date of delivery of such Borrowing Base Certificate; provided that if any Borrowing Base Certificate has not been delivered in accordance with Section 5.01(f), then from and including the day immediately succeeding the date on which such Borrowing Base Certificate was required to be delivered, the Applicable Margin shall be the Applicable Margin set forth in clause (b) above to and including the date on which the required Borrowing Base Certificate is delivered.
“Applicable Multicurrency Percentage” means, with respect to any Multicurrency Lender, the percentage of the total Multicurrency Commitments represented by such Multicurrency Lender’s Multicurrency Commitment. If the Multicurrency Commitments have terminated or expired, the Applicable Multicurrency Percentage shall be determined based upon the Multicurrency Commitments most recently in effect, giving effect to any assignments pursuant to Section 9.04(b); provided that, for the avoidance of doubt, on and after the Non-Extended Revolver Termination Date, the Applicable Multicurrency Percentage of such Non-Extending Lender that is a Multicurrency Lender shall be 0%.
“Applicable Parties” has the meaning assigned to such term in Section 9.01(c).
“Applicable Percentage” means, with respect to any Lender, the percentage of the total Commitments represented by such Lender’s Commitments. If the Commitments have terminated or expired in full, the Applicable Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any assignments pursuant to Section 9.04(b); provided that, for the avoidance of doubt, on and after the Non-Extended Revolver Termination Date, the Applicable Percentage of such Non-Extending Lender shall be 0%.
“Approved Dealer” means (a) in the case of any Eligible Portfolio Investment that is not a U.S. Government Security, a bank or a broker-dealer registered under the Exchange Act of nationally recognized standing or an Affiliate thereof as set forth on Schedule 1.01(a), (b) in the case of a U.S. Government Security, any primary dealer in U.S. Government Securities as set forth on Schedule 1.01(a), or (c) any other bank or broker-dealer acceptable to the Administrative Agent in its reasonable determination.
“Approved Electronic Platform” has the meaning assigned to such term in Section
9.01(c).
“Approved Pricing Service” means (a) a pricing or quotation service as set forth
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in
Schedule 1.01(a) or (b) any other pricing or quotation service (i) approved by the Board of Directors of the Parent, (ii) designated in writing by the Borrower to the Administrative Agent (which designation shall be accompanied by a copy of a resolution of the Board of Directors that such pricing or quotation service has been approved by the Parent), and (iii) acceptable to the Administrative Agent in its reasonable determination.
“Approved Third-Party Appraiser” means any Independent nationally recognized third-party appraisal firm (a) designated by the Borrower in writing to the Administrative Agent (which designation shall be accompanied by a copy of a resolution of the Board of Directors of the Parent, that such firm has been approved by the Borrower and the Parent for purposes of assisting the Board of Directors in making valuations of portfolio assets to determine the Borrower’s and the Parent’s compliance with the applicable provisions of the Investment Company Act) and (b) acceptable to the Administrative Agent in its reasonable determination; provided that, if any proposed appraiser requests or requires a non-reliance letter, confidentiality agreement or similar agreement prior to allowing the Administrative Agent to review any written valuation report, such Person shall only be deemed an Approved Third-Party Appraiser if the Administrative Agent and such Approved Third-Party Appraiser shall have entered into such a letter or agreement. Subject to the foregoing, it is understood and agreed that, so long as the same are independent third party appraisal firms approved by the Board of Directors of the Parent, Stout Risius Ross, LLC, Houlihan Lokey, Duff & Phelps, Murray, Devine and Company, Lincoln Advisors and Valuation Research Corporation are acceptable to the Administrative Agent solely to the extent they are not serving as the Independent Valuation Provider.
“Asset Coverage Ratio (Borrower)” means, on a consolidated basis for the Borrower and its Subsidiaries, the ratio which the value of total assets, less all liabilities (including all Unfunded Pension Liabilities) and indebtedness not represented by Senior Securities, bears to the aggregate amount of Senior Securities representing indebtedness of the Borrower and its Subsidiaries (all as determined pursuant to the Investment Company Act as though the Borrower had elected to be regulated as a “business development company” (regardless of whether the
Borrower is then registered as an “investment company” thereunder) and any orders of the SEC issued to the Borrower thereunder, in each case, as in effect on the Omnibus Amendment Effective Date but excluding the effects of SEC Release No. 33837/April 8, 2020). For clarity, the calculation of the Asset Coverage Ratio (Borrower) shall be made in accordance with any exemptive order issued by the SEC under Section 6(c) of the Investment Company Act relating to the exclusion of any Indebtedness of any SBIC Subsidiary from the definition of Senior Securities only so long as (a) such order is in effect, (b) no obligations have become due and owing pursuant to the terms of any Permitted SBIC Guarantee and (c) such Indebtedness is owed to the SBA. For the avoidance of doubt, the outstanding utilized notional amount of any total return swap less the value of the margin posted by the Borrower or any of its Subsidiaries thereunder at such time shall be treated as a Senior Security for the purpose of calculating the Asset Coverage Ratio (Borrower).
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“Asset Coverage Ratio (Parent)” means, on a consolidated basis for the Parent and its Subsidiaries, the ratio which the value of total assets, less all liabilities (including all Unfunded Pension Liabilities) and indebtedness not represented by Senior Securities, bears to the aggregate amount of Senior Securities representing indebtedness of the Parent and its Subsidiaries (all as determined pursuant to the Investment Company Act and any orders of the SEC issued to the Parent thereunder, in each case, as in effect on the Omnibus Amendment Effective Date but excluding the effects of SEC Release No. 33837/April 8, 2020). For clarity, the calculation of the Asset Coverage Ratio (Parent) shall be made in accordance with any exemptive order issued by the SEC under Section 6(c) of the Investment Company Act relating to the exclusion of any Indebtedness of any SBIC Subsidiary from the definition of Senior Securities only so long as
(a) such order is in effect, (b) no obligations have become due and owing pursuant to the terms of any Permitted SBIC Guarantee and (c) such Indebtedness is owed to the SBA. For the avoidance of doubt, the outstanding utilized notional amount of any total return swap less the value of the margin posted by the Borrower or any of its Subsidiaries thereunder at such time shall be treated as a Senior Security for the purpose of calculating the Asset Coverage Ratio (Parent).
“Asset Sale” means a sale, lease or sublease (as lessor or sublessor), sale and leaseback, assignment, conveyance, transfer or other disposition to, or any exchange of property with, any Person, in one transaction or a series of transactions, of all or any part of any Obligor’s assets or properties of any kind, whether real, personal, or mixed and whether tangible or intangible, whether now owned or hereafter acquired; provided, however, the term “Asset Sale” as used in this Agreement shall not include the disposition of Portfolio Investments originated by an Obligor and immediately transferred to a Financing Subsidiary pursuant to the terms of Section 6.03(e) hereof.
“Assignment and Assumption” means an Assignment and Assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04(b)), and accepted by the Administrative Agent as provided in Section 9.04, in the form of Exhibit A or any other form approved by the Administrative Agent.
“Assuming Lender” has the meaning assigned to such term in Section 2.06(e)(i). “AUD” and “A$” denote the lawful currency of The Commonwealth of Australia.
“AUD Bank Bill Reference Rate” means, with respect to any Interest Period, (a) the average bid reference rate as administered by the Australian Financial Markets Association (or any other Person that takes over the administration of such rate) for AUD bills of exchange with a tenor equal to such Interest Period, displayed on page BBSY of the Reuters screen (or, in the event such rate does not appear on such Reuters page, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time as selected by the Administrative Agent in its
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reasonable discretion) at or about 11:00 a.m. (Sydney, Australia time) on the day that is two (2) Business Days prior to the first day of such Interest Period (or if such Interest Period is not equal to a number of months, for a term equivalent to the number of months closest to such Interest Period), provided that, if the rate determined in accordance with this clause (a) shall be less than zero, such rate shall be deemed to be zero for purposes of this clause (a) (the “AUD Screen Rate”), plus (b) 0.20%.
“AUD Screen Rate” has the meaning assigned to such term in the definition of “AUD Bank Bill Reference Rate.”
“August 2022 Notes” means the senior unsecured notes due August 11, 2022 issued by Parent in an aggregate principal amount not to exceed $175,000,000.
“August 2022 Notes Termination Date” means the earlier of (i) August 11, 2022 and (ii) the date on which the August 2022 Notes are terminated (whether by way of the payment in full of the August 2022 Notes, any other purchase, redemption, retirement or other acquisition for value of the August 2022 Notes, the setting apart for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of the August 2022 Notes, or otherwise).
“Availability Period” means (a) in the case of any Extending Lender (with respect to such Extending Lender’s Extended Loans), the Extended Availability Period or (b) in the case of any Non-Extending Lender (with respect to such Non-Extending Lender’s Non-Extended Loans), the Non-Extended Availability Period.
“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if the then-current Benchmark is a term rate, any tenor for such Benchmark that is or may be used for determining the length of an Interest Period or (y) otherwise, any payment period for interest calculated with reference to such Benchmark, as applicable, pursuant to this Agreement as of such date.
“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.
“Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and
(b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom
relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency
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proceedings).
“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as in effect from time to time, or any successor statute.
“Benchmark” means, initially, with respect to (a) Pounds Sterling, the Daily Simple RFR, and (b) any other Currency, the applicable Relevant Rate; provided that, in each case, if a replacement of the Benchmark has occurred with respect to Daily Simple RFR, the Relevant Rate or the then current Benchmark pursuant to Section 2.11(c), then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate. Any reference to “Benchmark” shall include, as applicable, the published component used in the calculation thereof.
“Benchmark Replacement” means, for any Available Tenor:
(1) For purposes of clause (i)(A) of Section 2.11(c), the first alternative set forth in the order below that can be determined by the Administrative Agent; provided that, in the case of any Loan denominated in an Agreed Foreign Currency, “Benchmark Replacement” shall mean the alternative set forth in clause (2b) below:
(a) in the case of any Eurocurrency Borrowing denominated in Dollars, the sum of:
(i) Term SOFR and (ii) the spread adjustment selected or recommended by the Relevant Governmental Body for the replacement of the tenor of the LIBO Rate with a SOFR-based rate having approximately the same length as the interest payment period specified in clause (i)(A) of Section 2.11(c); and
(b) (2) For purposes of clause (i)(B) of Section 2.11(c), the sum of: (ai) the alternate benchmark rate and (bii) an adjustment (which may be a positive or negative value or zero), in each case, that has been selected by the Administrative Agent and the Borrower as the replacement for such Available Tenor of such Benchmark giving due consideration to any evolving or then-prevailing market convention, including any applicable selection or recommendations made by the Relevant Governmental Body, for syndicated credit facilities denominated in the applicable Currency at such time;
provided that, if the Benchmark Replacement as determined pursuant to clause (1a) or (2b) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.
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“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement or the Daily Simple RFR, any technical, administrative or operational changes (including changes to the definition of “Adjusted Term SOFR,” the definition of “Alternate Base Rate,” the definition of “Business Day,” the definition of “Daily Simple SOFR,” the definition of “Interest Period,” the definition of “U.S. Government Securities Business Day,” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of breakage provisions, the formula for calculating any successor rates identified pursuant to the definition of “Benchmark Replacement” or “Daily Simple RFR” and other technical, administrative or operational matters) that the Administrative Agent, in consultation with the Borrower, decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement or Daily Simple RFR and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark Replacement or Daily Simple RFR exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).
“Benchmark Transition Event” means, with respect to any then-current Benchmark other than the Adjusted LIBO Rate for any Eurocurrency Borrowing denominated in Dollarsfor any Currency, the occurrence of one or more of the following events with respect to such Benchmark:
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“Beneficial Ownership Certification” means a certification regarding a beneficial ownership required by the Beneficial Ownership Regulation.
“Beneficial Ownership Regulation” means 31 C.F.R § 1010.230. “Benefit Plan” has the meaning assigned to such term in Section 8.09. “BlackRock Parent” means BlackRock, Inc.
“Board” means the Board of Governors of the Federal Reserve System of the United States of America.
“Board of Directors” means, with respect to any Person, (a) in the case of any corporation, the board of directors of such Person, (b) in the case of any limited liability company, the board of managers (or the equivalent) of such Person, or if there is none, the Board of Directors of the managing member of such Person, (c) in the case of any partnership, the Board of Directors (or the equivalent) of the general partner of such Person and (d) in any other case, the functional equivalent of the foregoing.
“Borrower” has the meaning assigned to such term in the preamble to this
Agreement.
“Borrower External Unquoted Value” has the meaning assigned to such term in
Section 5.12(b)(ii)(B)(y).
“Borrower Tested Assets” has the meaning assigned to such term in Section 5.12(b)(ii)(B)(y).
“Borrowing” means (a) all ABR Loans of the same TypeClass made, converted or continued on the same date and, in the case of, (b) if the then-current Benchmark is Daily Simple SOFR, all SOFR Loans of the same Class made, converted or continued on the same date, (c) all Eurocurrency Loans or RFR Loans, as applicable, thatof the same Class are denominated in the same Currency andthat have the same Interest Period, (d) if the then-current Benchmark is Adjusted Term SOFR, all SOFR Loans of the same Class that have the same Interest Period or (e) all RFR Loans of the same Class denominated in the same Currency that have the same Interest Period.
“Borrowing Base” has the meaning assigned to such term in Section 5.13.
“Borrowing Base Certificate” means a certificate of a Financial Officer of the Borrower, substantially in the form of Exhibit B and appropriately completed.
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“Borrowing Base Deficiency” means, at any date on which the same is determined, the amount, if any, that (a) the aggregate Covered Debt Amount as of such date exceeds (b) the Borrowing Base as of such date.
“Borrowing Request” means a request by the Borrower for a Borrowing in accordance with Section 2.03, substantially in the form of Exhibit D hereto or such other form as is reasonably satisfactory to the Administrative Agent.
“Business Day” means any day (a) that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed,
(b) if such day relates to a borrowing of, a payment or prepayment of principal of or interest on, a continuation or conversion of or into, or the Interest Period for, a Eurocurrency Borrowing, denominated in Dollars or to a notice by the Borrower with respect to any such borrowing, payment, prepayment, continuation, conversion, or Interest Period, that is also a day on which dealings in deposits denominated in Dollars are carried out in the London interbank market, (c) if such day relates to a borrowing of, a payment or prepayment of principal of or interest on, a continuation or conversion of or into, or the Interest Period for, any Borrowing denominated in any Foreign Currency, or to a notice by the Borrower with respect to any such borrowing, continuation, conversion, payment, prepayment or Interest Period, that is also a day on which commercial banks and the London foreignrelevant exchange market settle payments in the Principal Financial Center for such Foreign Currency, (dc) if such day relates to a borrowing of, a payment or prepayment of principal of or interest on, a continuation or conversion of or into, or the Interest Period for, any Borrowing denominated in Euros, or to a notice by the Borrower with respect to any such borrowing, continuation, conversion, payment, prepayment or Interest Period, that is also a day on which the TARGET2 payment system is open for the settlement of payments in Euros and (ed) when used in relation to RFR Loans or any interest rate settings, fundings, disbursements, settlements or payments of any such RFR Loan, or any other dealings in the applicable Currency of such RFR Loan, the term “Business Day” shall also exclude any day that is not an RFR Business Day.
“CAM Exchange” means the exchange of the Lenders’ interests provided for in
Section 7.01.
“CAM Exchange Date” means the first date on which there shall occur (a) an event
referred to in Section 7.01(h) or (i) or (b) an acceleration of Loans pursuant to Section 7.01.
“CAM Percentage” means, as to each Lender, a fraction, expressed as a decimal, of which (a) the numerator shall be the aggregate Dollar Equivalent of the Designated Obligations owed to such Lender (whether or not at the time due and payable) immediately prior to the CAM Exchange Date and (b) the denominator shall be the aggregate Dollar Equivalent amount of the Designated Obligations owed to all the Lenders (whether or not at the time due and payable) immediately prior to the CAM Exchange Date.
“Canadian Dollar” means the lawful money of Canada.
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“Canadian Prime Rate” means, on any day, the rate determined by the Administrative Agent to be the higher of (i) the rate equal to the PRIMCAN index rate that appears on the Bloomberg screen at 10:15 a.m. Toronto time on such day (or, in the event that the PRIMCAN index is not published by Bloomberg, any other information services that publishes such index from time to time, as selected by the Administrative Agent in its reasonable discretion) and (ii) the CDOR Rate for one month, plus 1% per annum. Any change in the Canadian Prime
Rate due to a change in the PRIMCAN index or the CDOR Rate shall be effective from and including the effective date of such change in the PRIMCAN Index or CDOR Rate, respectively.
“Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases or finance leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.
“Cash” has the meaning assigned to such term in Section 5.13.
“Cash Equivalents” means investments (other than Cash) that are one or more of the following obligations:
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(d) above;
provided that (i) in no event shall Cash Equivalents include any obligation that provides for the payment of interest alone (for example, interest-only securities or “IOs”); (ii) if any of Moody’s or S&P changes its rating system, then any ratings included in this definition shall be deemed to be an equivalent rating in a successor rating category of Moody’s or S&P, as the case may be;
“CDOR Rate” means, with respect to any Interest Period (other than a period of six months’ duration), the rate per annum equal to the average of the annual yield rates applicable to Canadian Dollar bankers’ acceptances at or about 10:15 a.m. (Toronto, Ontario time) on the day that is two (2) Business Days prior to the first day of such Interest Period as reported on the “CDOR Page” (or any display substituted therefor) of Reuters Monitor Money Rates Service (or such other page or commercially available source displaying Canadian interbank bid rates for Canadian Dollar bankers’ acceptances as may be designated by the Administrative Agent from time to time) for a term equivalent to such Interest Period (or if such Interest Period is not equal to a number of months, for a term equivalent to the number of months closest to such Interest Period) (“CDOR Screen Rate”); provided that if the CDOR Rate is less than zero, such rate shall be zero for purposes of this Agreement.
“CDOR Screen Rate” has the meaning assigned to such term in the definition of “CDOR Rate.”
“Change in Control” means:
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have responded within such thirty-day period shall be deemed to not have consented to such request, and provided further that, for the avoidance of doubt, a Default (but, for clarity, solely with respect to this clause, not an Event of Default) shall be deemed to be in existence during such sixty (60) calendar day period;
In the event that the Borrower notifies the Administrative Agent in writing to request approval of a potential or anticipated change in control (pursuant to clause (c) above), the Required Lenders shall have thirty (30) calendar days to either provide consent to or decline such request, provided that any Lender that shall not have responded within such thirty-day period shall be deemed to not have consented to such request.
“Change in Law” means (a) the adoption or taking effect of any law, rule or regulation or treaty after the Original Effective Date affecting any Lender, (b) any change in any law, rule or regulation or treaty binding upon any Lender or in the administration, interpretation, implementation or application thereof by any Governmental Authority, after the Original Effective Date or (c) compliance by any Lender (or, for purposes of Section 2.12(b)
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or Section 2.17(a), by such Lender’s holding company, if any, or by any lending office of such Lender) with any request, guideline, requirement or directive (whether or not having the force of law) of any Governmental Authority made or issued after the Original Effective Date and affecting any Lender; provided that, notwithstanding anything herein to the contrary, (I) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements or directives in connection therewith and (II) all requests, rules, guidelines or directives promulgated by the Bank For International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law” regardless of the date enacted, adopted, issued, promulgated or implemented.
“Class”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans constituting such Borrowing, are (x) Dollar Loans or Multicurrency Loans and/or (y) Extended Loans or Non-Extended Loans; when used in reference to any Lender, refers to whether such Lender is (x) a Dollar Lender or a Multicurrency Lender and/or (y) an Extending Lender or a Non-Extending Lender; and when used in reference to any Commitment, refers to whether such Commitment is a Dollar Commitment or a Multicurrency Commitment. Other than for purposes of Sections 2.06(a), 2.06(f), 2.07(a), 2.08(d), 2.08(e), 2.15(c), 2.18 and the last paragraph of 9.02(b), Extending Lenders and Non-Extending Lenders shall be treated as the same Class of Lenders and Extended Loans and Non-Extended Loans shall be treated as the same Class of Loans.
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“Code” means the United States Internal Revenue Code of 1986, as amended from time to time.
“Collateral” has the meaning assigned to such term in the Guarantee and Security Agreement.
“Collateral Agent” means ING in its capacity as Collateral Agent under the
Guarantee and Security Agreement, and includes any successor Collateral Agent thereunder.
“Combined Debt Amount” means, as of any date, the aggregate amount of Commitments as of such date (or, if greater, the Revolving Credit Exposures of all Lenders as of such date).
“Commitments” means, collectively, the Dollar Commitments and the Multicurrency Commitments.
“Commitment Increase” has the meaning assigned to such term in Section2.06(e)(i).
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“Commitment Increase Date” has the meaning assigned to such term in Section 2.06(e)(i).
“Commitment Increase Notice” has the meaning assigned to such term in Section 2.06(e)(i).
“Consolidated Adjusted Interest Expense” means, for any period with respect to the Borrower and its Subsidiaries on a consolidated basis, the sum of (x) (i) amounts paid or payable in cash for such period in respect of interest (including any default rate of interest, if applicable), unused fees, facility fees, letter of credit fees, and any other fees applicable to any Indebtedness and treated as interest under GAAP, and (ii) the amortization of any original issue discount (but excluding, for the avoidance of doubt, any one-time cash payments in respect of original issue discount at the time of issuance of any Indebtedness), plus (y) the net amount paid or payable for such period in cash (or minus the net amount received or receivable in cash) under Hedging Agreements permitted under Section 6.04 relating to interest during such period and to the extent not already taken into account under clause (x), plus (z) capitalized interest expense and interest expense attributable to Capital Lease Obligations to the extent not already taken into account under clause (x).
“Consolidated EBIT” means, for any period with respect to the Borrower and its Subsidiaries on a consolidated basis, the sum of (w) net investment income, plus (x) Consolidated Adjusted Interest Expense, plus (y) any other non-cash charges to the extent deducted in the calculation of net investment income, minus (z) the amount of any non-cash income or gains (including interest paid-in-kind to the Borrower or any of its Subsidiaries (“PIK”) to the extent such amount exceeds PIK interest collected in cash (including any amortization payments on such applicable debt instrument up to the amount of PIK interest previously capitalized thereon)) to the extent included in the calculation of net investment income, all as determined in accordance with GAAP.
“Consolidated Interest Coverage Ratio” means the ratio as of the last day of any fiscal quarter of the Borrower and its Subsidiaries on a consolidated basis of (a) Consolidated EBIT for the four fiscal quarter period then ending, taken as a single accounting period, to
(b) Consolidated Adjusted Interest Expense for such four fiscal quarter period.
“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.
“Control Account” has the meaning assigned to such term in Section 5.08(c)(ii).
“Covered Debt Amount” means, on any date, the sum of (x) all of the Revolving Credit Exposures of all Lenders on such date, plus (y) the aggregate amount of Other Covered Indebtedness outstanding on such date.
“Covered Taxes” means (i) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any Loan Document and (ii) to the extent not otherwise described in clause (i), Other Taxes.
“Currency” means Dollars or any Foreign Currency.
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“Currency Valuation Notice” has the meaning assigned to such term in Section
2.08(b).
“Custodian” means Wells Fargo Bank, National Association, or any other financial
institution mutually agreeable to the Collateral Agent and the Borrower, as custodian holding documentation for Portfolio Investments, and accounts of the Obligors holding Portfolio Investments, on behalf of the Obligors and, pursuant to the Control Agreement, the Collateral Agent. The term “Custodian” includes any agent or sub-custodian acting on behalf of the Custodian pursuant to the terms of the Custodial and Account Control Agreement.
“Custodian Account” means an account subject to a Custodial and Account Control Agreement.
“Custodial and Account Control Agreement” means collectively, (i) the Amended and Restated Custodial and Account Control Agreement, dated as of the Restatement Effective Date, by and among the Borrower, the Collateral Agent and the Custodian, (ii) the Second Amended and Restated Custodial and Account Control Agreement, dated as of the Restatement Effective Date, by and among 36th Street Capital Partners Holdings, LLC, a Delaware limited liability company, the Collateral Agent and the Custodian and (iii) each such other custodial agreement as may be entered into by and among an Obligor, the Collateral Agent and a Custodian, in form and substance reasonably satisfactory to the Collateral Agent and the Borrower.
“Daily Simple RFR” means, for any day (an “RFR Interest Day”), an interest rate per annum equal to the greater of, for any RFR Loan denominated in Pounds Sterling, (a) SONIA for the RFR Referenceday (such day, a “Pounds Sterling RFR Determination Day”) that is five (5) Business Days prior to (i) if such RFR Interest Day is a Business Day, such RFR Interest Day or (ii) if such RFR Interest Day is not a Business Day, the Business Day immediately preceding such RFR Interest Day and (b) 0.00%. If by 5:00 p.m. (London time) on the second (2nd) Business Day immediately following any Pounds Sterling RFR Determination Day, SONIA in respect of such RFR Interest Day has not been published in accordance with the definition thereof and a replacement of the Daily Simple RFR for Pounds Sterling has not occurred pursuant to Section 2.11(c)(i), then SONIA for such Pounds Sterling RFR Determination Day will be SONIA as published in respect of the first preceding Business Day for which such SONIA was published in accordance with the definition thereof; provided that SONIA as determined pursuant to this sentence shall be utilized for purposes of calculation of Daily Simple RFR for no more than three
(3) consecutive RFR Interest Days. Any change in Daily Simple RFR due to a change in SONIA shall be effective from and including the effective date of such change in SONIA without notice to the Borrower.
“Daily Simple SOFR” means, for any day, (a “SOFR, with the conventions for this rate (which may include a lookback) being established by the Administrative Agent in
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accordance with the conventions for this rate recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for syndicated business loans; provided, that if the Administrative Agent decides that any such convention is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion. Rate Day”), a rate per annum equal to the sum of (a) SOFR for the day (such day, a “Daily Simple SOFR Determination Day”) that is five (5) U.S. Government Securities Business Days prior to (i) if such SOFR Rate Day is a U.S. Government Securities Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website (the “Daily Simple SOFR Screen Rate”), plus (b) the SOFR Adjustment; provided that if Daily Simple SOFR as so determined shall ever be less than the Floor, then Daily Simple SOFR shall be deemed to be the Floor. If by 5:00 p.m. (New York City time) on the second (2nd) U.S. Government Securities Business Day immediately following any Daily Simple SOFR Determination Date, the SOFR in respect of such day Daily Simple SOFR Determination Date has not been published on the SOFR Administrator’s Website and a replacement of Daily Simple SOFR has not occurred pursuant to Section 2.11(c)(i), then the SOFR for such Daily Simple SOFR Determination Date will be the SOFR as published in respect of the first preceding U.S. Government Securities Business Day for which such SOFR was published on the SOFR Administrator’s Website; provided that any SOFR determined pursuant to this sentence shall be utilized for purposes of calculation of Daily Simple SOFR for no more than three (3) consecutive SOFR Rate Days. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Borrower.
“Daily Simple SOFR Borrowing” means, as to any Borrowing, the Daily Simple SOFR Loans comprising such Borrowing.
“Daily Simple SOFR Determination Day” has the meaning assigned to such term in the definition of “Daily Simple SOFR”.
“Daily Simple SOFR Loan” means a Loan that bears interest at a rate based on Daily Simple SOFR, in each case, other than pursuant to clause (c) of the definition of “Alternate Base Rate”.
“Daily Simple SOFR Screen Rate” has the meaning assigned to such term in the definition of “Daily Simple SOFR”.
“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect.
“Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.
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“Defaulting Lender” means any Lender that has (a) failed to fund any portion of its Loans within two (2) Business Days of the date required to be funded by it hereunder, unless, in the case of any Loans, such Lender notifies the Administrative Agent and the Borrower in writing that such Lender’s failure is based on such Lender’s reasonable determination that the conditions precedent to funding such Loan under this Agreement have not been met, such conditions have not otherwise been waived in accordance with the terms of this Agreement and such Lender has advised the Administrative Agent and the Borrower in writing (with reasonable detail of those conditions that have not been satisfied) prior to the time at which such funding was to have been made, (b) notified the Borrower, the Administrative Agent, or any other Lender in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement that it does not intend to comply with its funding obligations under this Agreement (unless such writing or public statement states that such position is based on such Lender’s determination that one or more conditions precedent to funding (which conditions precedent, together with the applicable default, if any, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) failed, within three (3) Business Days after request by the Administrative Agent or the Borrower to confirm in writing to the Administrative Agent and the Borrower that it will comply with the terms of this Agreement relating to its obligations to fund prospective Loans (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), (d) otherwise failed to pay over to the Administrative Agent or any other Lender any other amount (other than a de minimis amount) required to be paid by it hereunder within two (2) Business Days of the date when due, unless the subject of a good faith dispute, or (e) other than via an Undisclosed Administration, either (i) has been adjudicated as, or determined by any Governmental Authority having regulatory authority over such Person or its assets to be, insolvent or has a parent company that has been adjudicated as, or determined by any Governmental Authority having regulatory authority over such Person or its assets to be, insolvent, (ii) become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or custodian, appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or (iii) become the subject of a Bail-In Action (unless in the case of any Lender referred to in this clause (e), the Borrower and the Administrative Agent shall be satisfied in the exercise of their respective reasonable discretion that such Lender intends, and has all approvals required to enable it, to continue to perform its obligations as a Lender hereunder); provided that a Lender shall not qualify as a Defaulting Lender solely as a result of the acquisition or maintenance of an ownership interest in such Lender or its parent company, or of the exercise of control over such Lender or any Person controlling such Lender, by a Governmental Authority or instrumentality thereof, or solely as a result of an Undisclosed Administration, so long as such ownership interest or Undisclosed Administration does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment
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on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (e) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Borrower and each Lender promptly following such determination.
“Designated Obligations” means all obligations of the Borrower with respect to (a) principal of and interest on the Loans and (b) accrued and unpaid fees under the Loan Documents.
“Disqualified Equity Interests” means Equity Interests of the Borrower that after issuance are subject to any agreement between the holder of such Equity Interests and the Borrower whereby the Borrower is required to purchase, redeem, retire, acquire, cancel or terminate such Equity Interests, other than (x) as a result of a change in control, or (y) in connection with any purchase, redemption, retirement, acquisition, cancellation or termination with, or in exchange for, shares of Equity Interests that are not Disqualified Equity Interests.
“Dollar Commitment” means, with respect to each Dollar Lender, the commitment of such Dollar Lender to make Loans denominated in Dollars hereunder, expressed as an amount representing the maximum aggregate amount of such Lender’s Revolving Dollar Credit Exposure hereunder, as such commitment may be (a) reduced or increased from time to time pursuant to Section 2.06 or reduced from time to time pursuant to Section 2.08 or as otherwise provided in this Agreement and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The aggregate amount of each Lender’s Dollar Commitment as of the Omnibus Amendment Effective Date is set forth on Schedule 1.01(b), or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Dollar Commitment, as applicable. The aggregate amount of the Dollar Lenders’ Dollar Commitments as of the Omnibus Amendment Effective Date is $55,000,000.
“Dollar Equivalent” means, on any date of determination, (a) with respect to any amount denominated in Dollars, such amount and (b) with respect to an amount denominated in any Foreign Currency, the amount of Dollars that would be required to purchase such amount of
such Foreign Currency on the date two (2) Business Days prior to such date, based upon the spot selling rate at which the Administrative Agent (or other foreign currency broker reasonably acceptable to the Administrative Agent) offers to sell such Foreign Currency for Dollars in the London foreign exchange market at approximately 11:00 a.m., London time, for delivery two (2) Business Days later.
“Dollar Lender” means the Persons listed on Schedule 1.01(b) (as amended from time to time pursuant to Section 2.06) as having Dollar Commitments and any other Person that
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shall have become a party hereto pursuant to an Assignment and Assumption that provides for it to assume a Dollar Commitment or to acquire Revolving Dollar Credit Exposure, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption.
“Dollar Loan” means a Loan denominated in Dollars made by a Dollar Lender.
“Dollars” or “$” refers to lawful money of the United States of America.
“Early Opt-in Effective Date” means, with respect to any Early Opt-in Election, the sixth (6th) Business Day after the date notice of such Early Opt-in Election is provided to the Lenders, so long as the Administrative Agent has not received, by 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Early Opt-in Election is provided to the Lenders written notice of objection to such Early Opt-in Election from Lenders comprising the Required Lenders.
“Early Opt-in Election” means,:
Borrower) that the Required Multicurrency Lenders have determined or (iiiz) a request by the Borrower to the Administrative Agent to notify each of the other parties hereto that the Borrower has determined that at least five (5) currently outstanding syndicated credit facilities denominated in the applicable Agreed Foreign Currency being executed at such time (as a result of amendment or as originally executed), or that include language similar to that contained in Section 2.11(c) are being executed or amended, as applicable, to incorporate or adopt a new benchmark interest rate to replace the applicable Benchmark, and
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“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.
“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.
“EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.
“Eligible Liens” means any right of offset, banker’s lien, security interest or other like right against the Portfolio Investments held by the Custodian pursuant to or in connection with its rights and obligations relating to the Custodian Account, provided that such rights are subordinated, pursuant to the terms of the Custodial and Account Control Agreement in form and substance satisfactory to the Administrative Agent, to the first priority perfected security interest in the Collateral created in favor of the Collateral Agent, except to the extent expressly provided therein.
“Eligible Portfolio Investment” means any Portfolio Investment held by any Obligor (and solely for purposes of determining the Borrowing Base, Cash and Cash Equivalents held by any Obligor) that, in each case, meets all of the criteria set forth on Schedule 1.01(d) hereto; provided that no Portfolio Investment, Cash or Cash Equivalent shall constitute an Eligible Portfolio Investment or be included in the Borrowing Base if the Collateral Agent does not at all times maintain a first priority, perfected Lien (subject to no other Liens other than Eligible Liens) on such Portfolio Investment, Cash or Cash Equivalent or if such Portfolio Investment, Cash or Cash Equivalent has not been or does not at all times continue to be Delivered (as defined in the Guarantee and Security Agreement). Without limiting the generality of the foregoing, it is understood and agreed that any Portfolio Investments that have been contributed or sold, purported to be contributed or sold or otherwise transferred to any Financing Subsidiary, or held by any Financing Subsidiary, or which secure obligations of any Financing Subsidiary shall not be treated as Eligible Portfolio Investments until distributed, sold or otherwise transferred to any Obligor free and clear of all Liens (other than Eligible Liens). Notwithstanding the foregoing, nothing herein shall limit the provisions of Section 5.12(b)(i), which provide that, for purposes of this Agreement, all determinations of whether an Investment is to be included as an Eligible Portfolio Investment shall be determined
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on a Settlement-Date Basis, provided that no such Investment shall be included as an Eligible Portfolio Investment to the extent it has not been paid for in full.
“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.
“ERISA” means the United States Employee Retirement Income Security Act of 1974, as amended from time to time.
“ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with the Borrower or a Subsidiary, is treated as a single employer at any relevant time, or is otherwise aggregated with the Borrower or any Subsidiary, under Section 414(b), (c), (m) or (o) of the Code or Section 4001 of ERISA.
“ERISA Event” means: (a) any “reportable event,” as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Pension Plan (other than an event for which the 30-day notice period is waived); (b) with respect to any Plan that is intended to qualify under Section 401(a) of the Code, the notification by the IRS of its intent to disqualify the Plan;
(c) the filing of a notice of intent to terminate any Pension Plan, if such termination would require material additional contributions in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, the filing under Section 4041(c) of ERISA of a notice of intent to terminate any Pension Plan or the termination of any Pension Plan under Section 4041(c) of ERISA; (d) the failure to make a required contribution to any Pension Plan that would result in the imposition of a lien or other encumbrance or the provision of security under Section 412 or 430 of the Code or Section 302 or 4068 of ERISA, or the arising of such a lien or encumbrance; there being or arising any “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived; or the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for, or receipt of, a waiver of the minimum funding standard with respect to any Pension Plan or Multiemployer Plan; or the determination that any Pension Plan is, or is expected to be, in “at-risk” status under Title IV of ERISA; (e) the incurrence by the Borrower, any Subsidiary or any ERISA Affiliate of any liability under Title IV of ERISA with respect to any Pension Plan or any Multiemployer Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (f) the receipt by the Borrower, any Subsidiary or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Pension Plan or Pension Plans or to appoint a trustee to administer any Pension Plan, or the occurrence of an event or condition that would reasonably be expected to constitute grounds for the institution of proceedings by the PBGC for the termination of, or the appointment of a trustee to administer, any Pension Plan; (g) the incurrence by the Borrower, any Subsidiary or any ERISA Affiliate of any Withdrawal Liability, the complete or partial withdrawal of the Borrower, any Subsidiary or any ERISA Affiliate from a Multiemployer Plan, or the reorganization or insolvency under Title IV of ERISA of any Multiemployer Plan; (h) the occurrence of any non- exempt prohibited
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transaction within the meaning of Section 4975 of the Code or Section 406 of ERISA; (i) the failure to make any required contribution to a Multiemployer Plan or failure to make by its due date any required contribution to any Pension Plan; or (j) the receipt by the Borrower, any Subsidiary or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower, any Subsidiary or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, in “critical” or “endangered” status, as determined under Section 432 of the Code or Section 305 of ERISA.
“Erroneous Payment” has the meaning assigned to it in Section 8.17(a).
“Erroneous Payment Deficiency Assignment” has the meaning assigned to it in Section 8.17(d).
“Erroneous Payment Impacted Class” has the meaning assigned to it in Section 8.17(d).
“Erroneous Payment Return Deficiency” has the meaning assigned to it in Section 8.17(d).
“Erroneous Payment Subrogation Rights” has the meaning assigned to it in Section 8.17(d).
“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule
published by the Loan Market Association (or any successor Person), as in effect from time to time.
“EURIBO Screen Rate” means, for any Interest Period, in the case of any Eurocurrency Borrowing denominated in Euros, the European interbank offered rate administered by the European Money Markets Institute (or the successor thereto if the European Money Markets Institute is no longer making such rates available) per annum for deposits in Euro for a period equal to the Interest Period appearing on the display designated as Reuters Screen EURIBOR01 Page (or such other page on that service or such other service designated by the European Money Markets Institute (or the successor thereto if the European Money Markets Institute is no longer making such rates available) for the display of the European Money Markets Institute’s Interest Settlement Rates for deposits in Euro) or, in the event such rate does not appear on such Reuters page, on the appropriate page of such other information service that publishes such rate as shall be selected by the Administrative Agent from time to time in its reasonable discretion, as of 11:00
a.m. Brussels time two TARGET days prior to the first day of the Interest Period; provided that, if the EURIBO Screen Rate so determined would be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.
“Euro” means the lawful currency of the member states of the European Union that have adopted and retained a common single currency through monetary union in accordance with European Union treaty law, as such treaty law is amended from time to time.
“Eurocurrency”, when used in reference to any Loan or Borrowing, refers to whether such Loan is, or the Loans constituting such Borrowing are, bearing interest at a rate determined by reference to the Adjusted LIBO Rate, EURIBO Screen Rate, AUD Bank Bill Reference Rate, CDOR Rate or NZD Rate. For clarity, a Loan or Borrowing bearing interest
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by reference to clause (c) of the definition of “Alternate Base Rate” shall not be a Eurocurrency Loan or Eurocurrency Borrowing.
“Event of Default” has the meaning assigned to such term in Section 7.01. “Exchange Act” means the United States Securities Exchange Act of 1934, as
amended from time to time.
“Excluded Taxes” means any of the following Taxes imposed on or with respect to the Administrative Agent or any Lender or required to be withheld or deducted from a payment to the Administrative Agent or any Lender, (a) Taxes imposed on (or measured by) its net income or franchise Taxes, in each case, imposed (i) by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, or (ii) as a result of a present or former connection between such recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Documents, or sold or assigned an interest in any Loan or Loan Document), (b) any branch profits Taxes imposed by the United States of America or any similar Tax imposed by any other jurisdiction in which the Borrower is located, (c) in the case of a Lender (other than an assignee pursuant to a request by the Borrower under Section 2.17(b)), any U.S. federal withholding Tax that is imposed on amounts payable to such Lender at the time such Lender becomes a party to this Agreement (or designates a new lending office), except to the extent that such Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrower with respect to such withholding Tax pursuant to Section 2.14(a), (d) Taxes attributable to such recipient’s failure to comply with Section 2.14(f), and (e) any U.S. federal withholding Taxes imposed under FATCA.
“Existing Credit Agreement” has the meaning assigned to such term in the recitals to this Agreement.
“Existing Lenders” has the meaning assigned to such term in the recitals to this
Agreement. Agreement.
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“Existing Loans” has the meaning assigned to such term in the recitals to this
“Extended Availability Period” means, with respect to any Extending Lender, the period from and including the Omnibus Amendment Effective Date to but excluding the earlier of the Extended Revolver Termination Date and the date of termination of the Commitments.
“Extended Loans” means Loans or Borrowings of any Extending Lender maturing on the Extended Maturity Date.
“Extended Maturity Date” means, with respect to each Extending Lender, May 6,
2026.
“Extended Revolver Termination Date” means, with respect to each Extending
Lender, May 6, 2025.
“Extending Lender” means each Lender designated as an “Extending Lender” on Schedule 1.01(b).
“External Quoted Value” has the meaning assigned to such term in Section
5.12(b)(ii)(A).
“External Unquoted Value” means (i) with respect to Borrower Tested Assets, the
Borrower External Unquoted Value and (ii) with respect to IVP Tested Assets, the IVP External Unquoted Value.
“Extraordinary Receipts” means an amount equal to (a) any cash received by or paid to any Obligor on account of any foreign, United States, state or local tax refunds, pension plan reversions, judgments, proceeds of settlements or other consideration of any kind in connection with any cause of action, condemnation awards (and payments in lieu thereof), indemnity payments received not in the ordinary course of business and any purchase price adjustment received not in the ordinary course of business in connection with any purchase agreement and proceeds of insurance (excluding, however, for the avoidance of doubt, proceeds of any issuance of Equity Interests by the Borrower and issuances of Indebtedness by any Obligor), minus (b) any costs, fees, commissions, premiums and expenses actually incurred by any Obligor directly incidental to such cash receipts and paid in cash to a Person that is not an Affiliate of any Obligor (or if paid in cash to an Affiliate, only to the extent such expenses are reasonable and customary), including reasonable legal fees and expenses; minus (c) amounts necessary for the Borrower to make distributions sufficient in amount to achieve the objectives set forth in Section 6.05(b)(A) hereof, solely to the extent that the Required Payment Amount in or with respect to any taxable year (or any calendar year, as relevant) is increased as a result of such Extraordinary Receipt; provided, however, that Extraordinary Receipts shall not include
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any (i) amounts that the Borrower receives from the Administrative Agent or any Lender pursuant to Section 2.14(h), (ii) cash receipts to the extent received from proceeds of insurance, condemnation awards (or payments in lieu thereof), indemnity payments or payments in respect of judgments or settlements of claims, litigation or proceedings to the extent that such proceeds, awards or payments are received by any Person in respect of any unaffiliated third party claim against or loss by such Person and promptly applied to pay (or to reimburse such Person for its prior payment of) such claim or loss and the costs and expenses of such Person with respect thereto, (iii) proceeds of business interruption insurance to the extent such proceeds constitute compensation for lost
earnings, or (iv) indemnity payments or payments in respect of judgments or settlements of claims, litigation or proceedings to the extent that such payments are received by any Person in respect of any unaffiliated third party claim against or loss by such Person and promptly applied to pay (or to reimburse such Person for its prior payment of) such claim or loss and the costs and expenses of such Person with respect thereto.
“FATCA” means Sections 1471 through 1474 of the Code, as of the Original Effective Date (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code, any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code, and any fiscal or regulatory legislation, rules, or official practices adopted pursuant to any published intergovernmental agreement entered into in connection with the implementation of such Sections of the Code.
“FCA” has the meaning assigned to such term in Section 1.05.
“FCPA” has the meaning assigned to such term in Section 3.23.
“Federal Funds Effective Rate” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three (3) Federal funds brokers of recognized standing selected by it; provided that if the Federal Funds Effective Rate is less than zero, such rate shall be zero for purposes of this Agreement.
“Financial Officer” means the chief executive officer, president, chief operating officer, chief financial officer, treasurer, controller or chief compliance officer of the Borrower, in each case, who has been authorized by the Board of Directors of the Parent, to execute the applicable document or certificate.
“Financing Subsidiary” means (i) any Structured Subsidiary or (ii) any SBIC
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Subsidiary.
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“First Amendment Effective Date” means April 9, 2020.
“Floor” means the benchmark rate floor, if any, provided in this Agreement initially
(as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to any applicable Benchmark (including any component thereof).zero percent (0%) per annum.
“Foreign Currency” means, at any time, any Currency other than Dollars. “Foreign Currency Equivalent” means, with respect to any amount in Dollars, the
amount of any Foreign Currency that could be purchased with such amount of Dollars using the
reciprocal of the foreign exchange rate(s) specified in the definition of the term “Dollar Equivalent”, as determined by the Administrative Agent.
“Foreign Eligible Portfolio Investments” means any Eligible Portfolio Investment with respect to which the requirements of paragraph 13 of Schedule 1.01(d) hereto are met by reference to any Permitted Foreign Jurisdiction.
“Foreign Lender” means any Lender that is not a U.S. Person.
“GAAP” means generally accepted accounting principles in the United States of
America.
“General Partner” means Series H of SVOF/MM, LLC, a series of a Delaware
limited liability company.
“Governmental Authority” means the government of the United States of America, or of any other nation, or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national body exercising such powers or functions, such as the European Union or the European Central Bank).
“Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of
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the payment thereof,
(c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business or customary indemnification agreements entered into in the ordinary course of business in connection with obligations that do not constitute Indebtedness. The amount of any Guarantee at any time shall be deemed to be an amount equal to the maximum stated or determinable amount of the primary obligation in respect of which such Guarantee is incurred, unless the terms of such Guarantee expressly provide that the maximum amount for which such Person may be liable thereunder is a lesser amount (in which case the amount of such Guarantee shall be deemed to be an amount equal to such lesser amount).
“Guarantee and Security Agreement” means that certain Amended and Restated Guarantee, Pledge and Security Agreement, dated as of the Restatement Effective Date, among the Borrower, the Subsidiary Guarantors from time to time party thereto, the Administrative Agent, and the Collateral Agent.
“Guarantee Assumption Agreement” means a Guarantee Assumption Agreement substantially in the form of Exhibit B to the Guarantee and Security Agreement between the Collateral Agent and an entity that pursuant to Section 5.08 is required to become a “Subsidiary Guarantor” under the Guarantee and Security Agreement (with such changes as the Administrative Agent shall request consistent with the requirements of Section 5.08, or to which the Collateral Agent shall otherwise consent).
“Hedging Agreement” means any interest rate protection agreement, foreign currency exchange protection agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement. For the avoidance of doubt, in no event shall a Hedging Agreement include a total return swap.
“Hedging Agreement Obligations” has the meaning specified in the Guarantee and Security Agreement as in effect on the Restatement Effective Date.
“IBA” has the meaning assigned to such term in Section 1.05.
“Increasing Lender” has the meaning assigned to such term in Section 2.06(e)(i). “Indebtedness” of any Person means, without duplication, (a) all obligations of
such Person for borrowed money or with respect to deposits, loans or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar debt instruments,
(c) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (d) all obligations of such Person in respect of the deferred purchase price of property or services (other than trade accounts payable and accrued expenses in the ordinary course of business not past due for more than 90 days after the date on
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which such trade account payable was due), (e) all Indebtedness of others secured by any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed (with the value of such debt being the lower of the outstanding amount of such debt and the fair market value of the property subject to such Lien), (f) all Guarantees by such Person of Indebtedness of others, (g) all Capital Lease Obligations of such Person, (h) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, (i) the net amount such Person would be obligated for under any Hedging Agreement if such Hedging Agreement was terminated at the time of determination, (j) all obligations, contingent or otherwise, with respect to Disqualified Equity Interests, and (k) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor (or such Person is not otherwise liable for such Indebtedness). Notwithstanding the foregoing, “Indebtedness” shall not include (x) purchase price holdbacks arising in the ordinary course of business in respect of a portion of the purchase price of an asset or Investment to satisfy unperformed obligations of the seller of such asset or Investment, (y) a commitment arising in the ordinary course of business to make a future Portfolio Investment or fund the delayed draw or unfunded portion of any existing Portfolio Investment or (z) indebtedness of an Obligor on account of the sale by an Obligor of the first out tranche of any First Lien Bank Loan that arises solely as an accounting matter under Accounting
Standard Codification 860, provided that such indebtedness (i) is non-recourse to the Borrower and its Subsidiaries and (ii) would not represent a claim against the Borrower or any of its Subsidiaries in a bankruptcy, insolvency or liquidation proceeding of the Borrower or its Subsidiaries, in each case in excess of the amount sold or purportedly sold.
“Independent” when used with respect to any specified Person means the most restrictive of the following: (a) that such Person (i) does not have any direct financial interest or any material indirect financial interest in the Borrower or any of its Subsidiaries or Affiliates (including its investment advisor or any Affiliate thereof) other than ownership of publicly traded stock of the Borrower or any such Subsidiary or Affiliate with a market value not to exceed
$1,000,000 and (ii) is not an officer, employee, promoter, underwriter, trustee, partner, director or a Person performing similar functions of the Borrower or of its Subsidiaries or Affiliates (including its investment advisor or any Affiliate thereof), (b) the definition of “disinterested” as defined in the Investment Company Act, (c) that such Person is not an “interested person” as defined in Section 2(a)(19) of the Investment Company Act and (d) the definition of “independent” as defined in the Exchange Act.
“Independent Valuation Provider” means any of Stout Risius Ross, Houlihan Lokey, Duff & Phelps, Murray, Devine and Company, Lincoln Advisors, Valuation Research Corporation and Alvarez & Marsal, or any other Independent nationally recognized third-party appraisal firm selected by the Administrative Agent in its reasonable discretion.
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“Industry Classification Group” means any industry groups mutually agreeable to the Required Lenders and the Borrower specified on Schedule 1.01(e) (as the same may be amended from time to time).
“ING” means ING Capital LLC.
“Interest Election Request” means a request by the Borrower to convert or continue a Borrowing in accordance with Section 2.05.
“Interest Payment Date” means (a) with respect to any ABR Loan, each Quarterly Date, (b) with respect to any Eurocurrency Loan or, if the then-current Benchmark is Adjusted Term SOFR, any SOFR Loan, the last day of each Interest Period therefor and, in the case of any Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at three-month intervals after the first day of such Interest Period and (c) with respect to any RFR Loan or, if the then-current Benchmark is Daily Simple SOFR, any SOFR Loan, the last day of each Interest Period therefor.
“Interest Period” means, (a) for any Eurocurrency Loan or Eurocurrency Borrowing or, if the then-current Benchmark is Adjusted Term SOFR, for any SOFR Loan or SOFR Borrowing, the period commencing on the date of such Loan or Borrowing and ending on the numerically corresponding day in the calendar month that is one, three or six months (other than with respect to a Loan or Borrowing denominated in Canadian Dollars, which shall not be available for a period of six months’ duration) thereafter or, with respect to such portion of any such Loan or Borrowing that is scheduled to be repaid on the Maturity Date, a period of less than one month’s duration commencing on the date of such Loan or Borrowing and ending on the Maturity Date, as
specified in the applicable Borrowing Request or Interest Election Request and (b) for any RFR Loan or RFR Borrowing or, if the then-current Benchmark is Daily Simple SOFR, any SOFR Loan or SOFR Borrowing, the period commencing on the date of such Loan or Borrowing and ending on the numerically corresponding day in the calendar month that is three months thereafter or, with respect to such portion of any such Loan or Borrowing that is scheduled to be repaid on the Maturity Date, a period of less than three month’s duration commencing on the date of such Loan or Borrowing and ending on the Maturity Date; provided that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, and (ii) any Interest Period (other than an Interest Period that ends on the Maturity Date that is permitted to be of less than (x) with respect to any Eurocurrency Loan or Eurocurrency Borrowing or, if the then-current Benchmark is Adjusted Term SOFR, any SOFR Loan or SOFR Borrowing, one month’s duration and (y) with respect to any RFR Loan or RFR Borrowing or, if the then current Benchmark is Daily Simple SOFR, any SOFR Loam or SOFR Borrowing, three months’ duration, in each case, as provided in this definition) that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof,
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the date of a Loan initially shall be the date on which such Loan is made and thereafter shall be the effective date of the most recent conversion or continuation of such Loan, and the date of a Borrowing comprising Loans that have been converted or continued shall be the effective date of the most recent conversion or continuation of such Loans.
“Internal Value” has the meaning assigned to such term in Section 5.12(b)(ii)(C). “Investment” means, for any Person: (a) Equity Interests, bonds, notes, debentures
or other securities of any other Person (including convertible securities) or any agreement to acquire any Equity Interests, bonds, notes, debentures or other securities of any other Person (including any “short sale” or any sale of any securities at a time when such securities are not owned by the Person entering into such sale); (b) deposits, advances, loans or other extensions of credit made to any other Person (including purchases of property from another Person subject to an understanding or agreement, contingent or otherwise, to resell such property to such Person); or (c) Hedging Agreements.
“Investment Company Act” means the Investment Company Act of 1940, as amended from time to time.
“Investment Policies” means each of the Parent’s and the Borrower’s written investment objectives, policies, restrictions and limitations as in existence on the Original Effective Date (including the Borrower’s investment allocation and conflicts mitigation policy between affiliated vehicles managed directly or indirectly by the Advisor) delivered to the Administrative Agent prior to the Original Effective Date, as may be amended or modified from time to time by a Permitted Policy Amendment.
“IRS” means the United States Internal Revenue Service.
“IVP External Unquoted Value” has the meaning assigned to such term in Section 5.12(b)(ii)(B)(x).
“IVP Tested Assets” has the meaning assigned to such term in Section 5.12(b)(ii)(B)(x).
“Lenders” means, collectively, the Dollar Lenders and the Multicurrency Lenders. “LIBO Rate” means, for any Interest Period, for any Eurocurrency Borrowing
denominated in Dollars, the London interbank offered rate administered by the ICE Benchmark Administration Ltd. (or the successor thereto if the ICE Benchmark Administration is no longer making such rates available) per annum for deposits in Dollars for a period equal in length to the Interest Period appearing on the display designated as Reuters Screen LIBO01 Page (or such other page on that service or such other service designated by the ICE Benchmark Administration (or the successor thereto if the ICE Benchmark Administration is no longer
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making such rates available) for the display of such Administration’s Interest Settlement Rates for deposits in Dollars) or, in the event such rate does not appear on such Reuters page, on the appropriate page of such other information service that publishes such rate as shall be selected by the Administrative Agent from time to time in its reasonable discretion (the “LIBO Screen Rate”), as of 11:00 a.m., London time, on the day that is two (2) Business Days prior to the first day of such Interest Period.
“LIBO Screen Rate” has the meaning assigned to such term in the definition of
“LIBO Rate”.
“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien,
pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities, except in favor of the issuer thereof (and, in the case of Portfolio Investments that are equity securities, excluding customary drag- along, tag-along, right of first refusal, restrictions on assignments or transfers and other similar rights in favor of other equity holders of the same issuer).
“Loan Documents” means, collectively, this Agreement, any fee letters, any promissory notes delivered pursuant to Section 2.07(f), the Security Documents and any other agreement, document or instrument entered into now, or in the future, by any Obligor, on the one hand, and the Administrative Agent, the Collateral Agent, any Lender and/or any other Secured Party, on the other hand, in connection with any of the foregoing.
“Loans” means the revolving loans made by the Lenders to the Borrower pursuant to this Agreement.
“Local Time” means, with respect to any Loan denominated in or any payment to be made in any Currency, the local time in the Principal Financial Center for the Currency in which such Loan is denominated or such payment is to be made.
“Limited Reference Quoted Investment” has the meaning assigned to such term in Section 5.12(b)(ii)(A)(x)(iii).
“March 2022 Convertible Notes” means the convertible senior unsecured notes due March 1, 2022 issued by Parent in an aggregate principal amount not to exceed $140,000,000.
“March 2022 Convertible Notes Refinancing Distribution Period” means the period commencing on February 9, 2021 and ending on the March 2022 Convertible Notes Termination Date.
“March 2022 Convertible Notes Termination Date” means the earlier of (i) March 1, 2022 and (ii) the date on which the March 2022 Convertible Notes are terminated
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(whether by way of the conversion of the March 2022 Convertible Notes, the payment in full of the March 2022 Convertible Notes, any other purchase, redemption, retirement or other acquisition for value of the March 2022 Convertible Notes, the setting apart for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of the March 2022 Convertible Notes, or otherwise).
“Margin Stock” means “margin stock” within the meaning of Regulations D, T, U and X.
“Material Adverse Effect” means a material adverse effect on (a) the business,
Portfolio Investments of the Obligors (taken as a whole) and other assets, liabilities (actual or contingent), operations or condition (financial or otherwise) of the Obligors and their respective Subsidiaries (other than Financing Subsidiaries), taken as a whole, or (b) the validity or enforceability of any of the Loan Documents or the rights or remedies of the Administrative Agent and the Lenders thereunder or the ability of the Obligors to perform their respective obligations thereunder.
“Material Indebtedness” means (a) Indebtedness (other than the Loans and Hedging Agreements), of any one or more of the Parent, the Borrower or any of their respective Subsidiaries (including any Financing Subsidiary) in an aggregate principal amount exceeding $15,000,000 and
(b) obligations in respect of one or more Hedging Agreements or other swap or derivative transactions under which the maximum aggregate amount would exceed $15,000,000.
“Maturity Date” means (a) in the case of any Extending Lender (with respect to such Extending Lender’s Extended Loans), the Extended Maturity Date or (b) in the case of any Non-Extending Lender (with respect to such Non-Extending Lender’s Non-Extended Loans), the Non-Extended Maturity Date.
“Maximum Rate” has the meaning assigned to such term in Section 9.17. “Minimum Utilization Amount” means, with respect to any Lender, an amount
equal to forty percent (40%) of the Commitment of such Lender as of the close of business on such day.
“Moody’s” means Moody’s Investors Service, Inc. or any successor thereto.
“Multicurrency Commitment” means, with respect to each Multicurrency Lender, the commitment of such Multicurrency Lender to make Loans denominated in Dollars and in Agreed Foreign Currencies hereunder, expressed as an amount representing the maximum aggregate amount of such Lender’s Revolving Multicurrency Credit Exposure hereunder, as such commitment may be (a) reduced or increased from time to time pursuant to Section 2.06 or reduced from time to time pursuant to Section 2.08 or as otherwise provided in this Agreement and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The aggregate amount of each Lender’s Multicurrency Commitment as of the Omnibus Amendment Effective Date is set forth on Schedule 1.01(b), or in the Assignment and Assumption pursuant to which such Lender shall have assumed its
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Multicurrency Commitment, as applicable. The aggregate amount of the Lenders’ Multicurrency Commitments as of the Omnibus Amendment Effective Date is $245,000,000.
“Multicurrency Lender” means the Persons listed on Schedule 1.01(b) (as amended from time to time pursuant to Section 2.06) as having Multicurrency Commitments and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption that provides for it to assume a Multicurrency Commitment or to acquire Revolving Multicurrency Credit Exposure, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption or otherwise in accordance with the terms hereof.
“Multicurrency Loan” means a Loan denominated in Dollars or in an Agreed Foreign Currency made pursuant to the Multicurrency Commitments.
“Multiemployer Plan” means a multiemployer plan as defined in Section 3(37) or 4001(a)(3) of ERISA that is contributed to by (or to which there is an obligation to contribute of) the Borrower, any Subsidiary or any ERISA Affiliate, and each such plan for the five-year period immediately following the latest date on which the Borrower, any Subsidiary or any ERISA Affiliate contributed to or had an obligation to contribute to such plan.
“National Currency” means the currency, other than the Euro, of a Participating
Member State.
“Net Asset Sale Proceeds” means, with respect to any Asset Sale, an amount equal
to (a) the sum of Cash payments and Cash Equivalents received by the Obligors from such Asset Sale (including any Cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received), minus
(b) any costs, fees, commissions, premiums and expenses actually incurred by any Obligor directly incidental to such Asset Sale and paid in cash to a Person that is not an Affiliate of any Obligor (or if paid in cash to an Affiliate, only to the extent such expenses are reasonable and customary), including reasonable legal fees and expenses, minus (c) all taxes (other than income taxes) paid or reasonably estimated to be payable by any Obligor as a result of such Asset Sale (after taking into account any applicable tax credits or deductions that are reasonably expected to be available), minus (d) amounts necessary for the Borrower to make distributions sufficient in amount to achieve the objectives set forth in Section 6.05(b)(A) hereof, solely to the extent that the Required Payment Amount in or with respect to any taxable year (or any calendar year, as relevant) is increased as a result of such Asset Sale, minus (e) reserves for indemnification, purchase price adjustments or analogous arrangements reasonably estimated by the Borrower or the relevant
Subsidiary in connection with such Asset Sale; provided that (i) such reserved amount shall not be included in the Borrowing Base and (ii) if the amount of any estimated reserves pursuant to this clause (e) exceeds the amount actually required to be paid in cash in respect of indemnification, purchase price adjustments or analogous arrangements for such Asset Sale,
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the aggregate amount of such excess shall constitute Net Asset Sale Proceeds.
“No External Review Assets” has the meaning assigned to such term in Section 5.12(b)(ii)(B)(y).
“Non-Consenting Lender” has the meaning assigned to such term in Section 9.02(d).
“Non-Extended Availability Period” means, with respect to any Non-Extending Lender, the period from and including the Omnibus Amendment Effective Date to but excluding the earlier of the Non-Extended Revolver Termination Date and the date of termination of the Commitments.
“Non-Extended Loans” means Loans or Borrowings of any Non-Extending Lender maturing on the Non-Extended Maturity Date.
“Non-Extended Maturity Date” means, with respect to each Non-Extending Lender, May 6, 2024.
“Non-Extended Revolver Termination Date” means, with respect to each Non- Extending Lender, May 6, 2023.
“Non-Extending Lender” means each Lender designated as a “Non-Extending Lender” on Schedule 1.01(b).
“NZD” means the lawful currency of New Zealand.
“NZD Rate” means for any Loans in NZD, (a) with respect to any Interest Period, the average bank bill reference rate as administered by the New Zealand Financial Markets Association (or any other Person that takes over the administration of that rate) for bills of exchange with a tenor equal in length to such Interest Period (or if such Interest Period is not equal to a number of months, for a term equivalent to the number of months closest to such Interest Period) as displayed on page BKBM of the Reuters screen at or about 11:00 a.m. (Wellington, New Zealand time) on the day that is two (2) Business Days prior to the first day of such Interest Period or, in the event such rate does not appear on such page, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate as shall be selected by the Administrative Agent from time to time in its reasonable discretion; provided that, if the rate determined in accordance with this clause (a) shall be less than zero, such rate shall be deemed to be zero for purposes of this clause (a) (the “NZD Screen Rate”), plus (b) 0.20%.
“NZD Screen Rate” has the meaning assigned to such term in the definition of
“NZD Rate.”
“Obligors” means, collectively, the Borrower and the Subsidiary Guarantors.
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“Obligors’ Net Worth” means, at any date, Stockholders’ Equity at such date, minus the net asset value attributable to (or held by any Obligor in) any Financing Subsidiary or other non-Obligor Subsidiary.
“OFAC” has the meaning assigned to such term in Section 3.20.
“Omnibus Amendment Effective Date” means June 22, 2021.
“Organization Documents” means, for any Person, its constituent or organizational documents, including: (a) in the case of any limited partnership, the certificate of limited partnership and limited partnership agreement for such Person; (b) in the case of any limited liability company, the articles of formation and operating agreement for such Person; and (c) in the case of a corporation, the certificate or articles of incorporation and the bylaws or memorandum and articles of association for such Person.
“Original Effective Date” means February 26, 2018.
“Other Covered Indebtedness” means the net amount that any Obligor would be obligated to pay under any Hedging Agreement as a result of the termination of such Hedging Agreement as of any date of determination.
“Other Taxes” means any and all present or future stamp, court, documentary, intangible, recording or filing Taxes or any other excise or property Taxes, charges or similar levies arising from any payment made under any Loan Document or from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are imposed with respect to an assignment (other than an assignment made pursuant to Section 2.17(b)) and as a result of a present or former connection between such Lender and the jurisdiction imposing such Tax (other than connections solely arising from such Lender having executed, delivered, become a party to, performed is obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Documents, or sold or assigned an interest in any Loan or Loan Document).
“Parent” means BlackRock TCP Capital Corp., a Delaware corporation. “Participant” has the meaning assigned to such term in Section 9.04(f). “Participant Register” has the meaning assigned to such term in Section 9.04(f). “Participating Member State” means any member state of the European Union that
adopts or has adopted a common single currency as its lawful currency in accordance with the legislation of the European Union relating to the European Monetary Union.
“Payment Recipient” has the meaning assigned to it in Section 8.17(a).
“PBGC” means the Pension Benefit Guaranty Corporation referred to and
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defined in ERISA and any successor entity performing similar functions.
“Pension Plan” means any employee benefit plan within the meaning of Section 3(3) of ERISA (other than a Multiemployer Plan) that is subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, in respect of which the Borrower, any Subsidiary or any ERISA Affiliate is (or would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.
“Periodic Term SOFR Determination Day” has the meaning specified in the definition of “Term SOFR”.
“Permitted Equity Interests” means partnership interests of the Borrower that after its issuance is not subject to any agreement between the holder of such partnership interests and the Borrower where the Borrower is required to purchase, redeem, retire, acquire, cancel or terminate any such partnership interests at any time.
“Permitted Foreign Jurisdiction” means Australia, Canada, France, Germany, Ireland, Italy, Luxembourg, New Zealand, Sweden, Switzerland, the Netherlands and the United Kingdom.
“Permitted Liens” means (a) Liens imposed by any Governmental Authority for taxes, assessments or charges not yet due or that are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of the Borrower in accordance with GAAP; (b) Liens of clearing agencies, broker-dealers and similar Liens incurred in the ordinary course of business, provided that such Liens (i) attach only to the securities (or proceeds) being purchased or sold and (ii) secure only obligations incurred in connection with such purchase or sale, and not any obligation in connection with margin financing;
(c) Liens arising out of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as such judgments or awards do not constitute an Event of Default; (d) customary rights of setoff and liens upon (i) deposits of cash in favor of banks or other depository institutions in which such cash is maintained in the ordinary course of business, (ii) cash and financial assets held in securities accounts in favor of banks and other financial institutions with which such accounts are maintained in the ordinary course of business and (iii) assets held by a custodian in favor of such custodian in the ordinary course of business, in the case of each of clauses (i) through (iii) above, securing payment of fees, indemnities, charges for returning items and other similar obligations; (e) Eligible Liens; and (f) Liens in favor of any escrow agent solely on and in respect of any cash earnest money deposits made by any Obligor in connection with any letter of intent or purchase agreement (to the extent that the acquisition or disposition with respect thereto is otherwise permitted hereunder).
“Permitted Policy Amendment” is an amendment, modification, termination or restatement of the Investment Policies, that is (a) approved in writing by the Administrative Agent (with the consent of the Required Lenders), (b) required by applicable law or Governmental Authority, or (c) not material.
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“Permitted SBIC Guarantee” means a guarantee by the Borrower of SBA Indebtedness of an SBIC Subsidiary on the SBA’s then applicable form; provided that the recourse to the Obligors thereunder is expressly limited only to periods after the occurrence of an event or condition that is an impermissible change in the control of such SBIC Subsidiary (it being understood that, as provided in Section 7.01(q), it shall be an Event of Default hereunder if any such event or condition giving rise to such recourse occurs).
“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.
“Plan” means any employee benefit plan within the meaning of Section 3(3) of ERISA (other than a Multiemployer Plan) in respect of which the Borrower, any Subsidiary or any ERISA Affiliate is (or would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA, including, without limitation, any Pension Plan.
“Portfolio Company” means the issuer or obligor under any Portfolio Investment held by any Obligor.
“Portfolio Investment” means any Investment held by the Borrower and its Subsidiaries in their asset portfolio that is (or will, at the end of the then current fiscal quarter, be included) on the schedule of investments on the financial statements of the Borrower delivered pursuant to Section 5.01(a) or (c) and, for the avoidance of doubt, shall not include a Subsidiary.
“Pounds Sterling” means the lawful currency of England.
“Pounds Sterling RFR Determination Day” has the meaning assigned to such term in the definition of “Daily Simple RFR”.
“Prime Rate” means the rate of interest quoted in The Wall Street Journal, Money Rates Section, as the “U.S. Prime Rate” (or its successor), as in effect from time to time or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as determined by the Administrative Agent). The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer. The Administrative Agent or any Lender may make commercial loans or other loans at rates of interest at, above, or below the Prime Rate. Any change in the Prime Rate shall take effect at the opening of business on the day such change is publicly announced or quoted as being effective.
“Principal Financial Center” means, in the case of any Currency, the principal financial center where such Currency is cleared and settled, as determined by the Administrative Agent.
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“Pro-Rata Borrowing” has the meaning assigned to such term in Section 2.03(a).
“Pro-Rata Dollar Portion” means, in connection with any Pro-Rata Borrowing, an amount equal to (i) the aggregate amount of such Pro-Rata Borrowing multiplied by (ii) the
aggregate Dollar Commitments of all Dollar Lenders (other than any Non-Extending Lenders on and after the Non-Extended Revolver Termination Date to the Non-Extended Maturity Date) at such time divided by (iii) the aggregate Commitments of all Lenders (other than any Non- Extending Lenders on and after the Non-Extended Revolver Termination Date to the Non- Extended Maturity Date) at such time.
“Pro-Rata Multicurrency Portion” means, in connection with any Pro-Rata Borrowing in Dollars, an amount equal to (i) the aggregate amount of such Pro-Rata Borrowing multiplied by (ii) the aggregate Multicurrency Commitments of all Multicurrency Lenders (other than any Non-Extending Lenders on and after the Non-Extended Revolver Termination Date to the Non-Extended Maturity Date) at such time divided by (iii) the aggregate Commitments of all Lenders (other than any Non-Extending Lenders on and after the Non-Extended Revolver Termination Date to the Non-Extended Maturity Date) at such time.
“Quarterly Dates” means the last Business Day of March, June, September and December in each year.
“Quoted Investments” has the meaning assigned to such term in Section
5.12(b)(ii)(A).
“Refinancing Contribution” means (a) the capital contribution to the Borrower by
the Parent of $173,152,000 made on February 9, 2021 and (b) without duplication, any other capital contribution to or investment in the Borrower by the Parent after the First Amendment Effective Date (and, solely in connection with refinancing the March 2022 Convertible Notes, prior to March 22, 2021) in connection with which, on or prior to the date of such capital contribution or investment (or such later date designated by the Borrower subject to the Administrative Agent’s prior written consent in its sole discretion, which may include by e-mail), the Borrower delivers a certificate to the Administrative Agent certifying that an amount of cash equal to all or a portion of the cash proceeds received by the Borrower on account of such capital contribution or investment shall be distributed by the Borrower to the Parent for the sole purpose of refinancing outstanding unsecured indebtedness of the Parent within six (6) months following the date of such contribution or investment (or, in connection with refinancing the 2022 Notes, during the 2022 Notes Refinancing Distribution Period).
“Refinancing Distribution” means each distribution by the Borrower to the Parent made after the First Amendment Effective Date (a) pursuant to and in compliance with Section 6.05(b)(B), (b) that is designated for the sole purpose of refinancing outstanding unsecured indebtedness of the Parent and, promptly upon receipt of such distribution, the Parent uses such proceeds to payoff all or a portion of such outstanding unsecured indebtedness of the Parent, and
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(c) the aggregate amount of (x) such distribution, together with all other Refinancing Distributions made in the six (6) months immediately preceding such distribution date, does not exceed the aggregate amount of Refinancing Contributions in the six (6) months immediately preceding such distribution date, in each case under this clause (x), excluding the aggregate amount of Refinancing Distributions made in connection with refinancing the 2022 Notes, and (y) such distribution, to the extent made in connection with refinancing the 2022 Notes, together with all other Refinancing Distributions made during the 2022 Notes Refinancing Distribution Period in connection with refinancing the 2022 Notes, does not exceed the aggregate amount of Refinancing Contributions
made in connection with refinancing the 2022 Notes during the 2022 Notes Refinancing Distribution Period. For the avoidance of doubt, (i) no Refinancing Distribution may exceed the indebtedness of Parent being refinanced with the proceeds of such Refinancing Distribution and
(ii) any Refinancing Contribution that is not distributed to the Parent within six (6) months of the date it was first contributed or invested in the Borrower (or, with respect to any Refinancing Contribution made in connection with refinancing the 2022 Notes, during the 2022 Notes Refinancing Distribution Period) shall not be eligible to be deemed to be a Refinancing Distribution.
“Register” has the meaning assigned to such term in Section 9.04(c).
“Regulations D, T, U and X” means, respectively, Regulations D, T, U and X of the Board (or any successor), as the same may be modified and supplemented and in effect from time to time.
“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, partners, officers, employees, agents and advisors of such Person and such Person’s Affiliates.
“Relevant Governmental Body” means (i) with respect to a Benchmark Replacement in respect of Loans denominated in Dollars, the Board or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board or the Federal Reserve Bank of New York, or any successor thereto, (ii) with respect to a Benchmark Replacement in respect of Loans denominated in Pounds Sterling, the Bank of England, or a committee officially endorsed or convened by the Bank of England, or any successor thereto and (iii) with respect to any Benchmark Replacement in respect of Loans denominated in any Foreign Currency other than Pounds Sterling, (a) the central bank for the currency in which such Benchmark Replacement is denominated or (b) any working group or committee officially endorsed or convened by (1) the central bank for the currency in which such Benchmark Replacement is denominated, (2) any central bank or other supervisor that is responsible for supervising either (A) such Benchmark Replacement or (B) the administrator of such Benchmark Replacement, (3) a group of those central banks or other supervisors or (4) the Financial Stability Board or any part thereof.
“Relevant Rate” means, for any Interest Period, (a) in the case of any
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EurocurrencySOFR Borrowing denominated in Dollars, the, Adjusted LIBO Rate,Term SOFR (or, if Daily Simple SOFR has replaced Term SOFR as the Benchmark, Daily Simple SOFR), (b) in the case of any Eurocurrency Borrowing denominated in Euros, the EURIBO Screen Rate per annum, (c) in the case of any Eurocurrency Borrowing denominated in AUD, the AUD Bank Bill Reference Rate per annum, (d) in the case of any Eurocurrency Borrowing denominated in Canadian Dollars, the CDOR Rate per annum, (e) in the case of Eurocurrency Borrowings denominated in NZD, the NZD Rate per annum and (f) for all other Currencies (other than Pounds Sterling) not specified in clauses (a) through (e) above, the calculation of the applicable reference rate shall be determined in accordance with market practice; provided that if the applicable Screen Rate shall not be available for such Interest Period and/or for the applicable Currency with respect to such Eurocurrency Borrowing for any reason, then the rate determined in accordance with Section 2.11(c) shall be the Relevant Rate for such Interest Period for such Eurocurrency
Borrowing; provided further that, if the Relevant Rate under clause (a) or (f) is less than zero for the relevant Interest Period, such rate shall be deemed to be zero for such Interest Period.
“Required Lenders” means, at any time, subject to Section 2.16(b), Lenders having Revolving Credit Exposures and unused Commitments representing more than 50% of the sum of the total Revolving Credit Exposures and unused Commitments at such time; provided that, (a) if there are only three (3) Lenders at such time, “Required Lenders” shall mean Lenders having Revolving Credit Exposures and unused Commitments representing more than 67% of the sum of the total Revolving Credit Exposures and unused Commitments at such time and (b) if there are only two (2) Lenders at such time, “Required Lenders” shall mean all Lenders. The “Required Lenders” of a Class (which shall include the term “Required Multicurrency Lenders”) means Lenders having Revolving Credit Exposures and unused Commitments of such Class representing more than 50% of the sum of the total Revolving Credit Exposures and unused Commitments of such Class (or, if there are only three (3) Lenders of such Class at such time, 67% of the sum of the total Revolving Credit Exposures and unused Commitments of such Class and, if there are only two (2) Lenders of such Class at such time, all Lenders in such Class).
“Required Payment Amount” has the meaning assigned to such term in Section
6.05(b)(A).
“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.
“Restatement Effective Date” means May 6, 2019.
“Restricted Payment” means (i) any dividend or other distribution (whether in cash, securities or other property) with respect to any class of Equity Interests of the Borrower or any of its Subsidiaries (including, for the avoidance of doubt, any return of capital to any investor capacity as such) and (ii) any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation, return or termination of any such Equity Interests of the Borrower or any option, warrant or other right to acquire any such Equity Interests (other than any equity awards granted to employees, officers, directors and consultants of the Borrower
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and its Affiliates).
“Return of Capital” means an amount equal to (i) (a) any cash amount (and net cash proceeds of any noncash amount) received by any Obligor at any time in respect of the outstanding principal of any Portfolio Investment (whether at stated maturity, by acceleration or otherwise), plus (b) without duplication of amounts received under clause (a), any net cash proceeds (including net cash proceeds of any noncash consideration) received by any Obligor at any time from the sale of any property or assets pledged as collateral in respect of any Portfolio Investment to the extent such net cash proceeds are less than or equal to the outstanding principal balance of such Portfolio Investment, plus (c) any cash amount (and net cash proceeds of any noncash amount) received by any Obligor at any time in respect of any Portfolio Investment that is an Equity Interest (x) upon the liquidation or dissolution of the issuer of such Portfolio Investment, (y) as a distribution of capital made on or in respect of such Portfolio Investment, or (z) pursuant to the recapitalization or reclassification of the capital of the issuer of such Portfolio Investment or pursuant to the reorganization of such issuer, plus (d) any similar return of capital received by any Obligor in cash
(and net cash proceeds of any noncash amount) in respect of any Portfolio Investment plus (e) (x) any cash amount (and net cash proceeds of any noncash amount) received by any Obligor at any time in respect of any Financing Subsidiary (1) upon the liquidation or dissolution of such Financing Subsidiary, (2) as a distribution of capital made on or in respect of such Financing Subsidiary, or (3) pursuant to the recapitalization or reclassification of the capital of such Financing Subsidiary or pursuant to the reorganization of such Financing Subsidiary or (y) any other return of capital received by any Obligor in cash (and net cash proceeds of noncash amounts) in respect of any Financing Subsidiary minus (ii) (a) any costs, fees, commissions, premiums and expenses actually incurred by any Obligor directly incidental to such cash receipts and paid in cash to a Person that is not an Affiliate of an Obligor (or if paid to an Affiliate, only to the extent such expenses are reasonable and customary), including reasonable legal fees and expenses and (b) amounts necessary for the Borrower to make distributions sufficient in amount to achieve the objectives set forth in Section 6.05(b)(A) hereof, solely to the extent that the Required Payment Amount in or with respect to any taxable year (or any calendar year, as relevant) is increased as a result of such Return of Capital.
“Revolver Termination Date” means the Extended Revolver Termination Date or the Non-Extended Revolver Termination Date, as applicable.
“Revolving Credit Exposure” means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Revolving Dollar Credit Exposure and Revolving Multicurrency Credit Exposure at such time.
“Revolving Dollar Credit Exposure” means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Loans at such time made or incurred under the Dollar Commitments.
“Revolving Multicurrency Credit Exposure” means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Loans at such time
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made or incurred under the Multicurrency Commitments.
“RFR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans constituting such Borrowing, are bearing interest at a rate determined by reference to Daily Simple RFR.
“RFR Business Day” means, for any Loan denominated in Pounds Sterling, any day except for (a) a Saturday or a Sunday and (b) a day on which banks are closed for general business in London.
“RFR Interest Day” has the meaning specified in the definition of “Daily Simple
RFR”.
“RFR Reference Day” means the day that is a certain number of Business Days
prior to the applicable RFR Interest Day that has been selected by the Administrative Agent and the Borrower giving due consideration to any evolving or then-prevailing market convention, including any applicable recommendations made by the Relevant Governmental Body, for syndicated credit facilities denominated in Pounds Sterling at such time. Notwithstanding
anything to the contrary herein or in any other Loan Document, any amendments implementing such lookback period will become effective without any further action or consent of any party to this Agreement or any other Loan Document other than the Administrative Agent, in consultation with the Borrower.
“RIC” means a Person qualifying for treatment as a “regulated investment company” under Subchapter M of the Code.
“S&P” means S&P Global Ratings, a division of S&P Global Inc., a New York corporation, or any successor thereto.
“Same Day Cap” means the lesser of (i) $60,000,000 and (ii) 30% of the total Commitments at such time.
“Sanctioned Country” means, at any time, a country, territory or region that is, or whose government is, the subject or target of any Sanctions.
“Sanctions” has the meaning assigned to such term in Section 3.20.
“SBA” means the United States Small Business Administration or any Governmental Authority succeeding to any or all of the functions thereof.
“SBIC Subsidiary” means any Subsidiary of the Borrower (or such Subsidiary’s general partner or manager entity) that is (x) either (i) a “small business investment company” licensed by the SBA (or that has applied for such a license and is actively pursuing the granting thereof by appropriate proceedings promptly instituted and diligently conducted) under the
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Small Business Investment Act of 1958, as amended, or (ii) any wholly-owned, direct or indirect, Subsidiary of an entity referred to in clause (x)(i) of this definition, and (y) designated in writing by the Borrower (as provided below) as an SBIC Subsidiary, so long as:
(iii) subjects any property of the Borrower or any of its Subsidiaries (other than any SBIC Subsidiary) to the satisfaction thereof;
Any designation by the Borrower under clause (y) above shall be effected pursuant to a certificate of a Financial Officer delivered to the Administrative Agent, which certificate shall include a statement to the effect that, to the best of such Financial Officer’s knowledge, such designation complied with the foregoing conditions.
“Scheduled Payment Date” means, with respect to each Lender, (a) with respect to any ABR Loan or RFR Loan, the last Business Day of each calendar month and (b) with respect to any Eurocurrency Loan, the last day of each Interest Period therefor and, in the case of any Interest Period of more than one month’s duration, each day prior to the last day of such Interest Period that occurs at one-month intervals after the first day of such Interest Period, in each case, after such Lender’s Revolver Termination Date through and including such Lender’s Maturity Date.
“Screen Rate” means the LIBOTerm SOFR Reference Rate, Daily Simple SOFR Screen Rate, EURIBO Screen Rate, CDOR Screen Rate, AUD Screen Rate and NZD
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Screen Rate, collectively and individually as the context may require.
“SEC” means the United States Securities and Exchange Commission or any Governmental Authority succeeding to any or all of the functions thereof.
“Secured Obligations” has the meaning assigned to such term in the Guarantee and Security Agreement.
“Secured Party” and “Secured Parties” have the meaning assigned to such terms in the Guarantee and Security Agreement.
“Security Documents” means, collectively, the Guarantee and Security Agreement, the Custodial and Account Control Agreement, all Uniform Commercial Code financing statements filed with respect to the security interests in personal property created pursuant to the Guarantee and Security Agreement, and all other assignments, pledge agreements, security agreements, control agreements and other instruments executed and delivered at any time by any of the Obligors pursuant to the Guarantee and Security Agreement or otherwise providing or relating to any collateral security for any of the Secured Obligations.
“Senior Securities” means senior securities (as such term is defined and determined pursuant to the Investment Company Act and any orders of the SEC issued to the Borrower or the Parent thereunder, in each case, as in effect on the Omnibus Amendment Effective Date but excluding the effects of SEC Release No. 33837/April 8, 2020).
“Settlement-Date Basis” means that any Investment that has been purchased will not be treated as an Eligible Portfolio Investment until such purchase has settled, and any Eligible Portfolio Investment which has been sold will not be excluded as an Eligible Portfolio Investment until such sale has settled.
“Similar Law” means any U.S. federal, state, local, non-U.S. or other law or regulation that is similar to Section 406 of ERISA or Section 4975 of the Code and could cause the underlying assets of any Person to be treated as assets of any employee benefit plan that invests in such Person.
“SOFR” means a rate per annum equal to the secured overnight financing rate for such Business Day published by as administered by the SOFR Administrator.
“SOFR Adjustment” means, for any calculation with respect to an ABR Loan or a SOFR Loan, a percentage per annum as set forth as follows for the applicable Type of such Loan and (if applicable) Interest Period therefor: (a) with respect to ABR Loans, 0.11448% (11.448 basis points), (b) with respect to SOFR Loans, if the then-current Benchmark is Adjusted Term SOFR, 0.11448% (11.448 basis points) for an Interest Period of one-month, 0.26161% (26.161 basis points) for an Interest Period of three-months, and 0.42826% (42.826 basis points) for an Interest Period of six-months and (c) with respect to SOFR Loans, if the then-current Benchmark is Daily Simple SOFR, the spread adjustment selected or recommended by the Relevant Governmental Body for the replacement of the tenor of Adjusted
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Term SOFR with Daily Simple SOFR having approximately a three month interest payment period.
“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate) on .
“SOFR Administrator’s Website” means the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org (http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the administrator of the secured overnight financing rateSOFR Administrator from time to time).
“SOFR Borrowing” means an Adjusted Term SOFR Borrowing; provided that, if a replacement of the Benchmark has occurred pursuant to Section 2.11(c) with respect to Adjusted Term SOFR, a Daily Simple SOFR Borrowing.
“SOFR Loan” means an Adjusted Term SOFR Loan; provided that, if a replacement of the Benchmark has occurred pursuant to Section 2.11(c) with respect to Adjusted Term SOFR, a Daily Simple SOFR Loan.
“SOFR Rate Day” has the meaning specified in the definition of “Daily Simple
SOFR”.
“Solvent” means, with respect to any Obligor, that as of the date of determination,
both (a) (i) the sum of such Obligor’s debt and liabilities (including contingent liabilities) does not exceed the present fair saleable value of such Person’s present assets, (ii) such Obligor’s capital is not unreasonably small in relation to its business as contemplated on the Omnibus Amendment Effective Date and reflected in any projections delivered to the Lenders or with respect to any
transaction contemplated or undertaken after the Omnibus Amendment Effective Date, and
(iii) such Obligor has not incurred and does not intend to incur, or believe (nor should it reasonably believe) that it will incur, debts beyond its ability to pay such debts as they become due (whether at maturity or otherwise); and (b) such Obligor is “solvent” within the meaning given to such term and similar terms under applicable laws relating to fraudulent transfers and conveyances. For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5).
“SONIA” means, with respect to any RFR Business Day, a rate per annum equal to the sterling overnight index average for such RFR Business Day published by the Bank of England (or any successor administrator of the sterling overnight index average) on the Bank of England’s website, currently at http://www.bankofengland.co.uk (or any successor source for the sterling overnight index average identified as such by the administrator for the sterling
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overnight index average from time to time).
“SONIA Adjustment” means, with respect to SONIA, 0.0326% (3.26 basis points).
“Standard Securitization Undertakings” means, collectively, (a) customary arm’s-length servicing obligations (together with any related performance guarantees), (b) obligations (together with any related performance guarantees) to refund the purchase price or grant purchase price credits for breach of representations and warranties referred to in clause (c), and (c) representations, warranties, covenants and indemnities (together with any related performance guarantees) of a type that are reasonably customary in securitizations of the relevant asset class (in each case in clauses (a), (b) and (c) excluding obligations related to the collectability of the assets sold or the creditworthiness of the underlying obligors and excluding obligations that constitute credit recourse).
“Statutory Reserve Rate” means, for the Interest Period for any Eurocurrency Borrowing, a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the arithmetic mean, taken over each day in such Interest Period, of the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the Administrative Agent is subject for eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D). Such reserve percentages shall include those imposed pursuant to Regulation D. Eurocurrency Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.
“Stockholders’ Equity” means, at any date, the amount determined on a consolidated basis, without duplication, in accordance with GAAP, of equity holders’ equity for the Borrower and its Subsidiaries at such date.
“Structured Subsidiaries” means a direct or indirect Subsidiary of the Borrower which is formed in connection with, and which continues to exist for the sole purpose of, third- party financings (including prior to the Original Effective Date) and which engages in no material activities other than in connection with the purchase, management, servicing and financing of Portfolio Investments from the Obligors or any other Person, and which is designated by the Borrower (as provided below) as a Structured Subsidiary, so long as:
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Any designation of a Structured Subsidiary by the Borrower shall be effected pursuant to a certificate of a Financial Officer delivered to the Administrative Agent, which certificate shall include a statement to the effect that, to the best of such Financial Officer’s knowledge, such designation complied with the foregoing conditions.
“Subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity
(a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent. Anything herein to the contrary notwithstanding, the term “Subsidiary” shall not include any Person that constitutes an Investment held by any Obligor in the ordinary course of business and that is not, under GAAP, consolidated on the financial statements of the Borrower and its Subsidiaries. Unless otherwise specified, “Subsidiary” means a Subsidiary of the Borrower.
“Subsidiary Guarantor” means any Subsidiary that is or is required to be a guarantor under the Guarantee and Security Agreement. It is understood and agreed that, subject
to Section 5.08(a), no Financing Subsidiary shall be required to be a Subsidiary Guarantor as long as it remains a Financing Subsidiary.
“TARGET Day” means any day on which the TARGET2 is open.
“TARGET2” means the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET2) payment system (or, if such payment system ceases to be operative, such other payment system reasonably determined by the Administrative Agent to be a suitable replacement) for the settlement of payments in Euros.
“Tax Damages” has the meaning assigned to such term in Section 2.14(d).
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“Taxes” means any and all present or future taxes levies, imposts, duties,
deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.
“Tennenbaum Parties” means the General Partner, the Advisor, the Parent, the Obligors and the Obligors’ Subsidiaries.
“Term SOFR” means,
p.m. (New York City time) on any ABR Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a replacement of the Term SOFR Reference Rate has not occurred pursuant to Section 2.11(c)(i), then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not
more than three (3) U.S. Government Securities Business Days prior to such ABR SOFR Determination Day.
“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative Agent in its reasonable discretion).
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“Term SOFR Reference Rate” means the forward-looking term rate based on Term SOFR.
“Termination Date” means the date on which the Commitments have expired or
been terminated and the principal of and accrued interest on each Loan and all fees and other amounts payable hereunder shall have been paid in full (excluding, for the avoidance of doubt, any amount in connection with any contingent, unasserted indemnification obligations).
“Term SOFR” means, for the applicable corresponding tenor, the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.
“Transactions” means the execution, delivery and performance by the Obligors of this Agreement and the other Loan Documents, the borrowing of Loans, and the use of the proceeds thereof.
“Two Largest Industry Classification Groups” means, as of any date of determination, each of the two Industry Classification Groups to which a greater portion of the Borrowing Base has been assigned pursuant to Section 5.12(a) than any other single Industry Classification Group.
“Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans constituting such Borrowing, is determined by reference to the Adjusted LIBO RateSOFR, the Alternate Base Rate, EURIBO Screen Rate, AUD Bank Bill Reference Rate, CDOR Rate, NZD Rate or Daily Simple RFR.
“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.
“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.
“Undisclosed Administration” means, in relation to a Lender or its direct or indirect parent company, the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official by a supervisory authority or regulator under or based on the law in the country where such Lender or its direct or indirect parent company is subject to home jurisdiction supervision if applicable law requires that such appointment is not to be publicly
disclosed and such appointment has not been publicly disclosed (including, without limitation, under the Dutch Financial Supervision Act 2007 (as amended from time to time and including
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any successor legislation)).
“Unfunded Pension Liability” of any Pension Plan shall mean the amount, if any, by which the value of the accumulated plan benefits under such Pension Plan, determined on a plan termination basis in accordance with actuarial assumptions at such time consistent with those prescribed by the PBGC for purposes of Section 4044 of ERISA, exceeds the fair market value of all plan assets allocable to such liabilities under Title IV of ERISA (excluding any accrued but unpaid contributions).
“Uniform Commercial Code” or “UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York.
“Unquoted Investments” has the meaning assigned to such term in Section
5.12(b)(ii)(B).
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“USA PATRIOT Act” has the meaning assigned to such term in Section 3.21. “U.S. Government Securities” means securities that are direct obligations of, and
obligations the timely payment of principal and interest on which is fully guaranteed by, the United States or any agency or instrumentality of the United States the obligations of which are backed by the full faith and credit of the United States and in the form of conventional bills, bonds, and notes.
“U.S. Government Securities Business Day” means any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.
“U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.
“Valuation Testing Date” has the meaning assigned to such term in Section 5.12(b)(ii)(B)(x).
“wholly owned Subsidiary” of any person shall mean a Subsidiary of such Person, all of the Equity Interests of which (other than directors’ qualifying shares or nominee or other similar shares required pursuant to applicable law) are owned by such Person and/or one or more wholly owned Subsidiaries of such Person. Unless the context otherwise requires, “wholly owned Subsidiary Guarantor” shall mean a wholly owned Subsidiary that is a Subsidiary Guarantor.
“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.
“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority
from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under or suspend any obligation in respect of that liability or any of the powers under the Bail-In Legislation that are related to or ancillary to any of those powers.
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SECTION 1.02. Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Dollar Loan” or a “Multicurrency Loan”), by Type (e.g., an “ABR Loan” or a “EurocurrencySOFR Loan”) or by Class and Type (e.g., a “Multicurrency Eurocurrency Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Dollar Borrowing” or a “Multicurrency Borrowing”), by Type (e.g., an “ABR Borrowing” or a “EurocurrencySOFR Borrowing”) or by Class and Type (e.g., a “Multicurrency Eurocurrency Borrowing”). Loans and Borrowings may also be identified by Currency.
SECTION 1.03. Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or therein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on such successors and assigns set forth herein or therein), (c) the words “herein”, “hereto”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Solely for purposes of this Agreement, any references to “obligations” owed by any Person under any Hedging Agreement or other swap or derivative transactions shall refer to the amount that would be required to be paid by such Person if such Hedging Agreement or other swap or derivative transactions were terminated at such time (after giving effect to any legally enforceable netting agreement).
SECTION 1.04. Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to
eliminate the effect of any change occurring after December 15, 2018 in GAAP or in the application or interpretation thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), then the Borrower, the Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to equitably reflect such change to comply with GAAP with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such change to comply
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with GAAP as if such change had not been made; provided, however, until such amendments to equitably reflect such changes are effective and agreed to by the Borrower, the Administrative Agent and the Required Lenders, the Borrower’s compliance with such financial covenants shall be determined on the basis of GAAP as in effect and applied immediately before such change in GAAP becomes effective. Notwithstanding the foregoing or anything herein to the contrary, the Borrower covenants and agrees with the Lenders that whether or not the Borrower may at any time adopt Financial Accounting Standard No. 159 (or successor standard solely as it relates to fair value liabilities) or Accounting Standard Codification 825, all determinations relating to fair value accounting for liabilities or compliance with the terms and conditions of this Agreement shall be made on the basis that the Borrower has not adopted Financial Accounting Standard No. 159 (or successor standard solely as it relates to fair value liabilities) or Accounting Standard Codification 825. In addition, notwithstanding Accounting Standards Update 2015-03, GAAP or any other matter, for purposes of calculating any financial or other covenants hereunder, debt issuance costs shall not be deducted from the related debt obligation. Notwithstanding any other provision contained herein, solely with respect to any change in GAAP after December 15, 2018 with respect to the accounting for leases as either operating leases or capital leases, any lease that is not (or would not be) a capital lease under GAAP as in effect on December 15, 2018 shall not be treated as a capital lease, and any lease that would be treated as a capital lease under GAAP as in effect on December 15, 2018 shall continue to be treated as a capital lease, hereunder and under the other Loan Documents, notwithstanding such change in GAAP after December 15, 2018, and all determinations of Capital Lease Obligations shall be made consistently therewith (i.e., ignoring any such changes in GAAP after December 15, 2018).
SECTION 1.05. Rates; LIBO Screen Rate Notification. The interest rate on Eurocurrency Loans is determined by reference to the Relevant Rate, which, in the case of Dollars is derived from the London interbank offered rate. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority (the “FCA”), the regulatory supervisor of LIBOR’s administrator, the ICE Benchmark Administration (together with any successor to the ICE Benchmark Administrator, the “IBA”), announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the IBA for purposes of the IBA setting the London interbank offered rate. In March 2021, both the FCA and IBA issued statements confirming that the publication of Pounds Sterling, CHF, Euros and JPY London interbank offered rate (all tenors) and Dollar LIBO Rate (1-Week and 2-Month) shall cease at the end of 2021. The IBA stated it will publish the remaining Dollar LIBO Rate tenors (1-, 3-, 6- and 12-Month) until the end of June 2023. As a result, commencing in 2022, the London interbank offered rate may no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate for the Loans denominated in Dollars. In light of this eventuality, public and private sector industry initiatives are currently
underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. Upon the occurrence of an event described in Section 2.11(c)(i)(A)(x) or a Benchmark Transition Event, as applicable, or an Early Opt-in Election, Section 2.11(c) provides the mechanism for determining an alternative rate of interest. The Administrative
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Agent will promptly notify the Borrower, pursuant to Section 2.11(c), of any change to the reference rate upon which the interest rate on a Eurocurrency Loan or an RFR Loan is based. However, the Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to the London interbank offered rate or other rates in the definition of “Relevant Rate” or “Daily Simple RFR” or with respect to any alternative or successor rate thereto, or replacement rate thereof (including, without limitation, (i) any such alternative, successor or replacement rate implemented pursuant to Section 2.11(c), whether upon the occurrence of a Benchmark Transition Event or an Early Opt- in Election, and (ii) the implementation of any Benchmark Replacement Conforming Changes pursuant to Section 2.11(c), including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the London interbank offered rate (or another applicable index rate) or have the same volume or liquidity as did the London interbank offered rate (or another applicable index rate) prior to its discontinuance or unavailability.
. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABR, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, any Relevant Rate, any Daily Simple RFR or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, any Relevant Rate, any Daily Simple RFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, any Relevant Rate, any Daily Simple RFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABR, Adjusted Term SOFR, Term SOFR, Daily Simple SOFR, any Relevant Rate, any Daily Simple RFR or any other Benchmark, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.
SECTION 1.06. Issuers. For all purposes of this Agreement, all issuers of Eligible Portfolio Investments that are Affiliates of one another shall be treated as a single issuer,
unless such issuers are Affiliates of one another solely because they are under the common
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Control of the same private equity sponsor or similar sponsor.
SECTION 1.07. Currencies Generally. At any time, any reference in the definition of the term “Agreed Foreign Currency” or in any other provision of this Agreement to the Currency of any particular nation means the lawful currency of such nation at such time whether or not the name of such Currency is the same as it was on the Original Effective Date. Except as provided in Section 2.08(b) and the last sentence of Section 2.15(a), for purposes of determining (i) whether the amount of any Borrowing under the Multicurrency Commitments, together with all other Borrowings under the Multicurrency Commitments then outstanding or to be borrowed at the same time as such Borrowing, would exceed the aggregate amount of the Multicurrency Commitments, (ii) the aggregate unutilized amount of the Multicurrency Commitments, (iii) the Revolving Credit Exposure, (iv) the Covered Debt Amount and (v) the Borrowing Base or the Value or the fair market value of any Portfolio Investment, the outstanding principal amount of any Borrowing that is denominated in any Foreign Currency or the Value or the fair market value of any Portfolio Investment that is denominated in any Foreign Currency shall be deemed to be the Dollar Equivalent of the amount of the Foreign Currency of such Borrowing or Portfolio Investment, as the case may be, determined as of the date of such Borrowing (determined in accordance with the last sentence of the definition of the term “Interest Period”) or the date of valuation of such Portfolio Investment, as the case may be; provided that in connection with the delivery of any Borrowing Base Certificate pursuant to Section 5.01(f) or (g), such amounts shall be determined as of the date of the delivery of such Borrowing Base Certificate. Where any amount is denominated in Dollars under this Agreement but requires for its determination an amount which is denominated in a Foreign Currency, such amounts shall be converted to the Foreign Currency Equivalent on the date of determination. Wherever in this Agreement in connection with a Borrowing or Loan an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Borrowing or Loan is denominated in a Foreign Currency, such amount shall be the relevant Foreign Currency Equivalent of such Dollar amount (rounded to the nearest 1,000 units of such Foreign Currency).
SECTION 1.08. Special Provisions Relating to Euro. Each obligation hereunder of any party hereto that is denominated in the National Currency of a state that is not a Participating Member State on the Original Effective Date shall, effective from the date on which such state becomes a Participating Member State, be redenominated in Euro in accordance with the legislation of the European Union applicable to the European Monetary Union; provided that, if and to the extent that any such legislation provides that any such obligation of any such party payable within such Participating Member State by crediting an account of the creditor can be paid by the debtor either in Euros or such National Currency, such party shall be entitled to pay or repay such amount either in Euros or in such National Currency. If the basis of accrual of interest or fees expressed in this Agreement with respect to an Agreed Foreign Currency of any country that becomes a Participating Member State after the date on which such currency becomes an Agreed Foreign Currency shall be inconsistent with any convention or practice in the interbank market for the basis of accrual of interest or fees in respect of the Euro, such convention or practice shall replace such expressed basis effective as of and from the date on which such state becomes a Participating Member State; provided that, with respect to any Borrowing denominated in such
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currency that is outstanding immediately prior to such date, such replacement shall take effect at the end of the Interest Period therefor.
Without prejudice to the respective liabilities of the Borrower to the Lenders and the Lenders to the Borrower under or pursuant to this Agreement, each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time, in consultation with the Borrower, reasonably specify to be necessary or appropriate to reflect the introduction or changeover to the Euro in any country that becomes a Participating Member State after the Original Effective Date; provided that the Administrative Agent shall provide the Borrower and the Lenders with prior notice of the proposed change with an explanation of such change in sufficient time to permit the Borrower and the Lenders an opportunity to respond to such proposed change.
ARTICLE II
THE CREDITS
SECTION 2.01. The Commitments.
(b) the aggregate Revolving Multicurrency Credit Exposure of all of the Lenders exceeding the aggregate Multicurrency Commitments, or (c) the total Covered Debt Amount exceeding the Borrowing Base then in effect.
Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Loans.
SECTION 2.02. Loans and Borrowings.
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$1,000,000 or a whole multiple of $100,000 in excess thereof or, with respect to any Agreed Foreign Currency, 1,000,000 in the units of such Agreed Foreign Currency or a whole multiple of 100,000 in excess thereof (or such smaller minimum amount as may be agreed to by the Administrative Agent); provided that a Borrowing of a Class may be in an aggregate amount that is equal to the entire unused balance of the total Commitments of such Class. Borrowings of more than one Class, Currency and Type may be outstanding at the same time.
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SECTION 2.03. Requests for Borrowings.
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SECTION 2.04. Funding of Borrowings.
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on such date in accordance with paragraph (a) of this Section and, in reliance upon such assumption, the Administrative Agent may (in its sole discretion and without any obligation to do so) make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in the corresponding Currency with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the Federal Funds Effective Rate and (ii) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing. Nothing in this paragraph shall relieve any Lender of its obligation to fulfill its commitments hereunder, and shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.
SECTION 2.05. Interest Elections.
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Request would be required under Section 2.03 if the Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic and written notice of election shall be irrevocable.
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entitled to elect to convert or continue any Borrowing into or as a Eurocurrency Borrowing, a SOFR Borrowing or an RFR Borrowing and (ivv) anyno Eurocurrency Borrowing denominated in a Foreign Currency shall not have an Interest Period of more than one (1) month’s duration.
SECTION 2.06. Termination, Reduction or Increase of the Commitments.
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$100,000 in excess thereof (or an amount less than $5,000,000 if the Commitments of any Class are being reduced to zero) and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans of any Class in accordance with Section 2.08, the total Revolving Credit Exposures of such Class would exceed the total Commitments of such Class.
(b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments of a Class delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
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$400,000,000 and (y) 100% of the Obligors’ Net Worth at such time;
For the avoidance of doubt, no Lender shall be obligated to agree to an additional Commitment requested by the Borrower pursuant to this Section 2.06(e).
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Promptly following satisfaction of such conditions, the Administrative Agent shall notify the Lenders of such Class (including any Assuming Lenders) thereof and of the occurrence of the Commitment Increase Date by facsimile transmission or electronic messaging system.
clause (ii)(x) above, the Administrative Agent shall, if such agreement referred to in clause(ii)(y) has been completed, (x) accept such agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof to the Borrower.
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$5,000,000 or a larger multiple of $100,000 in excess thereof (or, in each case, the entire Commitment of each Non-Extending Lender).
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SECTION 2.07. Repayment of Loans; Evidence of Debt.
shortest remaining Interest Period to be repaid first). Subject to Section 2.08, and to the proviso to Section 2.15(c), if the repayment or prepayment is denominated in a particular Agreed Foreign Currency, such repayment or prepayment shall be applied ratably between or among, as applicable, any remaining Borrowings denominated in such Agreed Foreign Currency (based on the then outstanding principal amounts of such Loans), in each case in the order of the remaining duration of their respective Interest Periods (the Borrowing with the shortest remaining Interest Period to be repaid first). Each payment of a Pro-Rata Borrowing shall be applied ratably between the Dollar Loans and Multicurrency Loans included in such Pro-Rata Borrowing. Each payment of a Borrowing of a Class shall be applied ratably to the Loans of such Class included in such Borrowing (except as otherwise provided in Section 2.11(b)).
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SECTION 2.08. Prepayment of Loans.
Section. Each prepayment in part under this Section 2.08(a) shall be in a minimum amount of
$1,000,000 or a whole multiple of $100,000 in excess thereof (or such lesser amount as is then outstanding).
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For purposes hereof, “Currency Valuation Notice” means a notice given by the Required Multicurrency Lenders to the Administrative Agent stating that such notice is a “Currency Valuation Notice” and requesting that the Administrative Agent determine the aggregate Revolving Multicurrency Credit Exposure. The Administrative Agent shall not be required to make more than one valuation determination pursuant to Currency Valuation Notices within any rolling three-month period.
prepayment to be applied ratably between the Dollar Lenders and the Multicurrency Lenders based on the aggregate outstanding Dollar Equivalent principal amounts of such Loans (and, for the avoidance of doubt, in the applicable Currency or Currencies)); provided that if within
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such five
(5) Business Day period, the Borrower shall present to the Administrative Agent a reasonably feasible plan, which plan is reasonably satisfactory to the Administrative Agent, that will enable any such Borrowing Base Deficiency to be cured within 30 Business Days of the occurrence of such Borrowing Base Deficiency (which 30-Business Day period shall include the five (5) Business Days permitted for delivery of such plan), then such prepayment or reduction shall be effected in accordance with such plan (subject, for the avoidance of doubt, to the limitations as to the allocation of such prepayments set forth above in this Section 2.08(c)). Notwithstanding the foregoing, the Borrower shall pay interest in accordance with Section 2.10(de) for so long as the Covered Debt Amount exceeds the Borrowing Base during such 30-Business Day period. For clarity, in the event that the Borrowing Base Deficiency is not cured prior to the end of such five (5)-Business Day period (or, if applicable, such 30-Business Day period), it shall constitute an Event of Default under Section 7.01(a).
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Dollar Equivalents of the outstanding principal amounts of such Loans) among all Lenders, Dollar Lenders or Multicurrency Lenders, as applicable, or (y) the Borrower prepays the Loans of all the (I) Extending Lenders only, (II) Dollar Lenders that are Extending Lenders only or (III) Multicurrency Lenders that are Extending Lenders only, which prepayment shall be made on a pro-rata basis (based on the aggregate Dollar Equivalents of the outstanding principal amounts of such Loans) among the Extending Lenders only, Dollar Lenders that are Extending Lenders only or Multicurrency Lenders that are Extending Lenders only, as applicable, and (B) from the period commencing on the Extended Revolver Termination Date, no optional prepayment of the Loans of any Class shall be permitted unless at such time, the Borrower also prepays the Loans of the other Class, if applicable, which prepayment shall be made on a pro-rata basis (based on the aggregate Dollar Equivalents of the outstanding principal amounts of such Loans) among all Lenders.
(3) U.S. Government Securities Business Days before the date of repayment or prepayment, as applicable (or, in the case of repayment, such shorter period approved by the Administrative Agent in its discretion) and (y) if the then-current Benchmark is Daily Simple SOFR, not later than 11:00 a.m., New York City time, five (5) U.S. Government Securities Business Days before the date or prepayment or repayment, as applicable (or, in the case of repayment, such shorter period approved by the Administrative Agent in its discretion), (B) in the case of a repayment or prepayment of a Eurocurrency Borrowing denominated in Foreign Currency under Section 2.08(a), not later than 11:00 a.m., London time, three (3) Business Days before the date of repayment or prepayment, as applicable (or, in the case of repayment, such shorter
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period approved by the Administrative Agent in its discretion), (C) in the case of repayment or prepayment of an ABR Borrowing under Section 2.08(a), or any prepayment under Section 2.08(b), (c) or (d), not later than 11:00 a.m., New York City time, one (1) Business Day before the date of repayment or prepayment, as applicable (or, in the case of repayment, such shorter
period approved by the Administrative Agent in its discretion), or (D) in the case of repayment or prepayment of an RFR Borrowing, not later than 11:00 a.m., London time, three (3) Business Days before the date of repayment or prepayment, as applicable (or, in the case of repayment, such shorter period approved by the Administrative Agent in its discretion). Each such notice shall be irrevocable and shall specify the repayment or prepayment date, the principal amount of each Borrowing or portion thereof to be repaid or prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.06(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06(c). Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the affected Lenders of the contents thereof. Subject to clauses (b), (c) and (e) of this Section, Section 2.07(b) and to the proviso to Section 2.15(c), each repayment and prepayment in Dollars shall be applied ratably (based on the outstanding principal amounts of such indebtedness) between the Dollar Lenders and the Multicurrency Lenders based on the then outstanding Loans denominated in Dollars and each repayment and prepayment in an Agreed Foreign Currency (including as a result of an Obligor’s receipt of proceeds from a prepayment event in such Agreed Foreign Currency) shall be applied ratably among the Multicurrency Lenders.
SECTION 2.09. Fees.
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be payable in arrears (x) within one Business Day after each Quarterly Date and (y) on the earlier of the date the applicable Lender’s Commitments terminate and the Revolver Termination Date, commencing on the first such date to occur after the Omnibus Amendment Effective Date. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, the Commitments shall be deemed to be used to the extent of the outstanding Loans of all Lenders.
SECTION 2.10. Interest.
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party to this Agreement or any other Loan Document other than the Administrative Agent, in consultation with the Borrower.the SONIA Adjustment.
(i) interest accrued pursuant to paragraph (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Loan prior to the Maturity Date), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurocurrency Borrowing or any SOFR Loan prior to the end of the Interest Period therefor, accrued interest on such Borrowing shall be payable on the effective date of such conversion.
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SECTION 2.11. Eurocurrency Borrowing ProvisionsInability to Determine
Rates.
Interest Period for any Eurocurrency Borrowing or, if the then-current Benchmark is Adjusted Term SOFR, any SOFR Borrowing of a Class or (y) at any time for any RFR Borrowing or, if the then-current Benchmark is Daily Simple SOFR, any SOFR Borrowing (the Currency of such Borrowing herein called the “Affected Currency”):
and, in each case, the provisions of Section 2.11(c) are not applicable, then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone, telecopy or e-mail as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) (x) any Borrowing in the Affected Currency or (y) the obligation of such Lender to convert ABR Borrowings to Eurocurrency Borrowings or SOFR Borrowings shall be suspended, (ii) any Interest Election Request that requests the conversion of any Eurocurrency Borrowing in the Affected Currency to, or the continuation of any Borrowing as, a Eurocurrency Borrowing denominated in the Affected Currency, shall be ineffective and, in each case, unless prepaid, (x) if the Affected Currency is Dollars, such Borrowing shall be continued as, or converted to, an ABR Borrowing, (y) if the Affected Currency is a Foreign Currency (other than Canadian Dollars), such Borrowing shall be converted to Dollars based on the Dollar Equivalent at such time and shall be an ABR Borrowing and (z) if the Affected Currency is Canadian Dollars, such Borrowing shall be continued as, or converted to, a Borrowing at the Canadian Prime Rate, (iiiii) if the Affected Currency is Dollars, any Borrowing Request that requests a Eurocurrency Borrowing or SOFR Borrowing denominated in the Affected Currency shall be made as an ABR Borrowing, (iiiiv) if the Affected Currency is a Foreign Currency (other than Canadian
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Dollars), any Borrowing Request that requests a Eurocurrency Borrowing or an RFR Borrowing denominated in the Affected Currency shall be ineffective and (ivv) if the Affected Currency is Canadian Dollars, any Borrowing Request that requests a Eurocurrency Borrowing denominated in the Affected Currency shall be made at the Canadian Prime Rate. Furthermore, if any Eurocurrency Loan or SOFR Loan in any Affected Currency is outstanding on the date of the Borrower’s receipt of the notice from the Administrative Agent referred to in this Section 2.11(a) with respect to the Benchmark applicable to such Eurocurrency Loan or SOFR Loan, then (i) if any such Eurocurrency Loan is denominated in Dollars, on the last day of the Interest Period applicable to such Loan, such Loan shall be converted by the Administrative Agent to, and shall constitute, an ABR Loan denominated in Dollars on such day, (ii) if such Eurocurrency Loan is denominated in any Foreign Currency (other than Canadian Dollars), such Loan shall, on the last day of the Interest Period applicable to such Loan, at the Borrower’s election prior to such day: (A) be prepaid on such day or (B) be converted by the Administrative Agent to, and (subject to the remainder of this subclause (B)) shall constitute, an ABR Loan denominated in Dollars (in an amount equal to the Dollar Equivalent of such Loan) on such day (it being understood and agreed that if the Borrower does not so prepay such Loan on such day by 12:00 noon, Local Time, the Administrative Agent is authorized to effect such conversion of such Eurocurrency Loan into an ABR Loan denominated in Dollars), and, in the case of such subclause (B), upon the Borrower’s receipt of notice from the Administrative Agent
that the circumstances giving rise to the aforementioned notice no longer exist and with the Borrower’s consent (which may be given in its sole discretion), such ABR Loan denominated in Dollars shall then be converted by the Administrative Agent to, and shall constitute, a Eurocurrency Loan denominated in such original Currency (in an amount equal to the Foreign Currency Equivalent of such Loan) on the day of such notice being given to the Borrower by the Administrative Agent or, (iiiii) if any such Eurocurrency Loan is denominated in Canadian Dollars, such Loan shall, on the last day of the Interest Period applicable to such Loan, at the Borrower’s election prior to such day: (A) be prepaid on such day or (B) be converted by the Administrative Agent to, and (subject to the remainder of this subclause (B)) shall constitute, a Eurocurrency Loan where the Eurocurrency Rate is equal to the Canadian Prime Rate (it being understood and agreed that if the Borrower does not so prepay such Loan on such day by 12:00 noon, Local Time, the Administrative Agent is authorized to effect such conversion of such Eurocurrency Loan into a Eurocurrency Loan where the Eurocurrency RateBenchmark is equal to the Canadian Prime Rate),
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(c) of the definition of “Alternate Base Rate” until the Administrative Agent revokes such determination.
continue Eurocurrency Borrowingsany Borrowing in such Currency, or (y) to convert ABR Borrowings to Eurocurrency Borrowingsany Borrowing in such Currency shall be suspended, and
(ii) if such notice asserts the illegality of such Lender making or maintaining Eurocurrency Borrowings the interest rate on which is determined by reference to the Adjusted LIBO RateTerm SOFR, or Daily Simple SOFR, as applicable, component of the Alternate Base Rate, the interest rate on which ABR Borrowings of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Adjusted LIBO Rate component of the clause (c) of the definition of “Alternate Base Rate”, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) (A) all Eurocurrencyaffected SOFR Borrowings denominated in Dollars of such Lender shall automatically convert to ABR Borrowings and (B) all affected RFR Borrowings and Eurocurrency Borrowings denominated in the Foreign Currency shall automatically convert to Dollars based on the Dollar Equivalent at such time and shall be an ABR Borrowing (in each case, the interest rate on which ABR Borrowings of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Adjusted LIBO Rate component of the clause (c) of the definition of “Alternate Base Rate”) (1) with respect to affected RFR Borrowings and, if the then-current Benchmark is Daily Simple SOFR, SOFR Borrowings, on the immediately succeeding Business Day or (2) with respect to affected Eurocurrency Borrowings and, if the then-current Benchmark is Adjusted Term SOFR, SOFR
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Borrowings, on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Borrowings and SOFR Borrowings to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Borrowings and SOFR Borrowings and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon theDaily Simple SOFR or Adjusted LIBO RateTerm SOFR, as applicable, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the Adjusted LIBO Rate component thereofclause (c) of the definition of “Alternate Base Rate” until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon theDaily Simple SOFR or Adjusted LIBO RateTerm SOFR, as applicable. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 2.13.
of such Benchmark on such day and all subsequent settings without any amendment to, or further action or consent of any other party to this Agreement or any other Loan Document. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a quarterly basis.
(BA) For Eurocurrency Loans or, RFR Loans denominated in Foreign Currenciesor SOFR Loans, on the earlier of (x) the occurrence of a Benchmark Transition Event and (y) the date written notice of an Early Opt-in Election is provided to the Lenders by the Administrative Agent, the Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent
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of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.
(CB) At any time that the administrator of the then-current Benchmark has permanently or indefinitely ceased to provide such Benchmark or such Benchmark has been announced by the regulatory supervisor for the administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restoredUpon the occurrence of a Benchmark Transition Event with respect to a given Benchmark, the Borrower may revoke any request for a borrowing of, conversion to or continuation of Loans to be made, converted or continued that would bear interest by reference to such Benchmark until the Borrower’s receipt of notice from the Administrative Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, (x) the Borrower will be deemed to have converted any request for a Eurocurrencyany affected SOFR Borrowing denominated in Dollars into a request for a Borrowing of or conversion to ABR Loans, (y) any request by the Borrower for anany affected RFR Borrowing or a Eurocurrency Borrowing in an Agreed Foreign Currency (other than Canadian Dollars) shall be ineffective orand
(z) any request by the Borrower for aany affected Eurocurrency Borrowing denominated in Canadian Dollars shall be converted to a Eurocurrency Borrowing at the Canadian Prime Rate. During the period referenced in the foregoing sentence, (a) the component of clause (c) of the definition of “Alternate Base Rate based upon the Benchmark” will not be used in any determination of Alternate Base
Rate related to the affected Benchmark, (b) if any affected Eurocurrency Loan in any Currency is outstanding, (x) if such Eurocurrency Loan is denominated in Dollars, then such Loan shall, on the last day of the Interest Period applicable to such Loan, at the Borrower’s election prior to such day: (1) be prepaid by the Borrower on such day or (2) be converted by the Administrative Agent to, and shall constitute, an ABR Loan denominated in Dollars on such date, (y) if such Eurocurrency Loan is denominated in any Agreed Foreign Currency (other than Canadian Dollars), then is outstanding, such Loan shall, on the last day of the Interest Period applicable to such Loan, at the Borrower’s election prior to such day: (1) be prepaid by the
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Borrower on such day or (2) be converted by the Administrative Agent to, and (subject to the remainder of this subclause (2)) shall constitute, an ABR Loan denominated in Dollars (in an amount equal to the Dollar Equivalent of such Loan) on such day (it being understood and agreed that if the Borrower does not so prepay such Loan on such day by 12:00 noon, Local Time, the Administrative Agent is authorized to effect such conversion of such Eurocurrency Loan into an ABR Loan denominated in Dollars) and, in the case of this subclause (2), upon any subsequent implementation of a Benchmark Replacement in respect of such Agreed Foreign Currency pursuant to this Section 2.11(c) and with the Borrower’s consent (which may be given in its sole discretion), such ABR Loan denominated in Dollars shall then be converted by the Administrative Agent to, and shall constitute, a Eurocurrency Loan denominated in such original Currency (in an amount equal to the Foreign Currency Equivalent of such Loan) on the day of such implementation, giving effect to such Benchmark Replacement in respect of such Foreign Currency or, (zc) if such Eurocurrencyaffected Loan is denominated in Canadian Dollars, then such Loan shall, on the last day of the Interest Period applicable to such Loan, at the Borrower’s election prior to such day: (1) be prepaid by the Borrower on such day or (2) be converted by the Administrative Agent to a Eurocurrency Loan where the Eurocurrency Rate shall be equal to the Canadian Prime Rate and, (cd) any outstanding affected RFR Loans shall, at the Borrower’s election prior to such day: (1) be prepaid by the Borrower on such day or (2) be converted by the Administrative Agent to, and (subject to the remainder of this subclause (2)) shall constitute, an ABR Loan denominated in Dollars (in an amount equal to the Dollar Equivalent of such RFR Loan) on the immediately succeeding Business Day (it being understood and agreed that if the Borrower does not so prepay such Loan on such day by 12:00 noon, Local Time, the Administrative Agent is authorized to effect such conversion of such RFR Loan into an ABR Loan denominated in Dollars) and, in the case of this subclause (2), upon any subsequent implementation of a
Benchmark Replacement in respect of Pounds Sterling pursuant to this Section 2.11(c) and with the Borrower’s consent (which may be given in its sole discretion), such ABR Loan denominated in Dollars shall then, be converted by the Administrative Agent to, and shall constitute, an RFR Loan denominated in Pounds Sterling (in an amount equal to the Foreign Currency Equivalent of such Loan) on the day of such implementation, giving effect to such Benchmark Replacement in respect of Pounds Sterling.,
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(e) if the then-current affected Benchmark is Adjusted Term SOFR, any outstanding SOFR Loan shall, on the last day of the Interest Period applicable to such Loan, at the Borrower’s election prior to such day: (1) be prepaid by the Borrower on such day or (2) be converted by the Administrative Agent to, and shall constitute, an ABR Loan denominated in Dollars on such date and (f) if the then-current affected Benchmark is Daily Simple SOFR, any outstanding SOFR Loan shall, at the Borrower’s election prior to such day: (1) be prepaid by the Borrower on such day or (2) be converted by the Administrative Agent to, and shall constitute, an ABR Loan denominated in Dollars on the immediately succeeding Business Day.
service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative, then the Administrative Agent may modify the definition of “Interest Period” (or any similar
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or analogous definition) for any Benchmark settings at or after such time to remove any tenor of such Benchmark that is unavailable or non-representative for Benchmark (including Benchmark Replacement) settings and (y) if a tenor that was removed pursuant to clause (x) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate any such previously removed tenor for Benchmark (including Benchmark Replacement) settings.
SECTION 2.12. Increased Costs.
and the result of any of the foregoing shall be to increase the cost to such Lender of making, continuing, converting into or maintaining any Eurocurrency Loan (or of maintaining its obligation to make any such Loan) or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise), then, upon the request of such Lender, the Borrower will pay to such Lender, in Dollars, such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.
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SECTION 2.13. Break Funding Payments.
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SECTION 2.14. Taxes.
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on or attributable to amounts payable under this Section 2.14) payable or paid by the Administrative Agent or such Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Covered Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.
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Person,
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(y) duly completed executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or any successor form), certifying that the Foreign Lender is not a U.S. Person, or
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U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or
1472(b) of the Code, as applicable), such Lender shall deliver to the Administrative Agent and the Borrower such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Administrative Agent or the Borrower, at the time or times prescribed by law and at such time or times reasonably requested by the Administrative Agent or the Borrower, as may be necessary for the Administrative Agent and the Borrower to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from any such payment. Solely for purposes of this clause (g), “FATCA” shall include any amendments made to FATCA after the Original Effective Date.
Each Lender agrees that if any form or certification it previously delivered under this Agreement expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.
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SECTION 2.15. Payments Generally; Pro Rata Treatment: Sharing of Set-offs.
provided therein) prior to noon, Local Time, on the date when due, in immediately available funds, without set-off, deduction or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at the Administrative Agent’s Account, except as otherwise expressly provided in the relevant Loan Document and except payments pursuant to Sections 2.12, 2.13, 2.14 and 9.03, which shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension.
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All amounts owing under this Agreement (including commitment fees, payments required under Sections 2.12, 2.13 and 2.14 relating to any Loan denominated in Dollars, but not including principal of and interest on any Loan denominated in any Foreign Currency or payments relating to any such Loan required under Section 2.14 denominated in any Foreign Currency, which are payable and shall be paid in such Foreign Currency) or under any other Loan Document (except to the extent otherwise provided therein) are payable and shall be paid in Dollars. Notwithstanding the foregoing, if the Borrower shall fail to pay any principal of any Loan when due (whether at stated maturity, by acceleration, by mandatory prepayment or otherwise), the unpaid portion of such Loan shall, if such Loan is not denominated in Dollars, automatically be redenominated in Dollars on the due date thereof (or, with respect to any Loan that is denominated in an Agreed Foreign Currency other than Pounds Sterling, if such due date is a day other than the last day of the Interest Period therefor, on the last day of such Interest Period) in an amount equal to the Dollar Equivalent thereof on the date of such redenomination and such principal shall be payable on demand and if the Borrower shall fail to pay any interest on any Loan that is not denominated in Dollars, such interest shall automatically be redenominated in Dollars on the due date therefor (or, if such due date is a day other than the last day of the Interest Period therefor, on the last day of such Interest Period) in an amount equal to the Dollar Equivalent thereof on the date of such redenomination and such interest shall be payable on demand.
the Commitments of a Class under Section 2.06, Section 2.08 or otherwise shall be applied to the respective Commitments of the Lenders of such Class, pro rata according to the amounts of their respective Commitments of such Class; (ii) other than with respect to any Borrowing requested pursuant to Section 2.18(a), each Borrowing of a Class shall be allocated pro rata among the Lenders of such Class according to the amounts of their respective Applicable Percentage of such Class (in the case of the making of Loans) or their respective Loans of such Class that are to be included in such Borrowing (in the case of conversions and continuations of Loans); (iii) other than in connection with a termination or reduction of Commitments in
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accordance with Section 2.06(f), the payment of a Non-Extending Lender’s Non-Extending Loans on the Non-Extending Maturity Date pursuant to Section 2.07(a), a mandatory prepayment pursuant to Section 2.08(d), or the payment of a Non-Extending Lender’s Non-Extending Loans pursuant to Section 2.18, each payment or prepayment of principal of Loans of a Class by the Borrower shall be made for the account of the Lenders of such Class pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class held by them (and, with respect to the pro rata treatment of prepayments between Classes, any such prepayments shall be made in accordance with the provisions of Sections 2.08(e) and (f)); and (iv) other than the payment of interest to a Non- Extending Lender on its applicable Non-Extending Maturity Date, each payment of interest on Loans by the Borrower shall be made for the account of the Lenders of such Class pro rata in accordance with the amounts of interest on such Loans then due and payable to the respective Lenders (which may, for the avoidance of doubt, be different amounts and percentages as between the Non-Extending Lenders and the Extending Lenders); provided, however, that, notwithstanding anything to the contrary contained herein, in the event that the Borrower wishes to make a Multicurrency Borrowing in an Agreed Foreign Currency and the Multicurrency Commitments are fully utilized, the Borrower may make a Borrowing under the Dollar Commitments (if otherwise permitted hereunder) and may use the proceeds of such Borrowing to prepay the Multicurrency Loans (without making a ratable prepayment to the Dollar Loans) solely to the extent that the Borrower concurrently utilizes any Multicurrency Commitments made available as a result of such prepayment to make a Multicurrency Borrowing in an Agreed Foreign Currency. Each Borrowing requested pursuant to Section 2.18(a) shall be made from each Extending Lender on a pro rata basis according to the amounts of their respective Commitments. Any termination or reduction of Commitments in accordance with Section 2.06(f) (including any payment or prepayment of principal of Loans in connection therewith), shall be applied to each Non-Extending Lender on a pro rata basis according to the amounts of its Commitments or Loans, as applicable, any payment of Non-Extending Loans on the Non-Extending Maturity Date pursuant to Section 2.07(a) shall be made for the account of each Non-Extending Lender pro rata in accordance with the respective unpaid principal amounts of the Non-Extending Loans held by it, and any mandatory prepayment of Non-Extending Loans pursuant to Section 2.08(d) shall be made for the account of each Non-Extending Lender pro rata in accordance with the respective unpaid principal amounts of the Non-Extending Loans held by it. For the avoidance of doubt, no payments shall be allocated solely to Non-Extending Lenders following the occurrence and during the continuance of a Default or Event of Default.
by any other Lender with Loans denominated in such Currency, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans denominated in such Currency of other Lenders with Loans denominated in such Currency to the extent necessary so that the benefit of all such payments shall be shared by the Lenders with
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Loans denominated in such Currency ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans denominated in such Currency (subject, for the avoidance of doubt, to Section 2.08(e)(iv) if an Event of Default has occurred and is continuing); provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any other Loan Document or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.
SECTION 2.16. Defaulting Lenders.
Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
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In the event that the Administrative Agent and the Borrower each agrees in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then, on the date of such agreement, such Lender shall purchase at par the portion of the Loans of the other Lenders and take such other actions as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage in effect immediately after giving effect to such agreement, whereupon such Lender will cease to be a Defaulting Lender; provided that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender.
Any payment of principal, interest, fees or other amounts received by Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7.01 or otherwise) or received by Administrative Agent from a Defaulting Lender, will be applied at such time or times as may be determined by Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to Administrative Agent hereunder; second, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by Administrative Agent; third, if so determined by Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement; fourth, to the payment of any amounts owing to Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; fifth, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and sixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if: (x) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share; and (y) notwithstanding anything to the contrary contained herein, such Loans were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment will be applied solely to pay the Loans of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender until such time as all Loans are held by Lenders pro rata in accordance with the Revolving Credit Exposures hereunder. Any payments, prepayments or other amounts paid or payable to
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a Defaulting Lender that are applied (or held) to pay amounts owed by a
Defaulting Lender pursuant to this Section 2.16 are hereby deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
SECTION 2.17. Mitigation Obligations; Replacement of Lenders.
(ii) would not subject such Lender to any cost or expense not required to be reimbursed by the Borrower and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.
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the Administrative Agent to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid, and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under such Sections, in the case of each of clauses (i) and (ii) above, in any order as determined by the Administrative Agent in its discretion.
SECTION 2.18. Reallocations Related to Non-Extending Lender Commitment
Reductions.
contrary herein, in connection with the reduction or termination of the Non-Extending Lender(s)’ Commitments in accordance with Section 2.06(f) on any date prior to the Non-Extended Revolver Termination Date, the Borrower shall be permitted to request, and each Extending Lender agrees to provide, one or more Dollar Loans be made ratably among the Extending Lenders in accordance with the provisions of Sections 2.02, 2.03 and 2.15(c) in an amount up to the amount by which such Non-Extending Lender’s Revolving Credit Exposure would exceed such Non-Extending Lender’s Commitments after giving effect to such Commitment reduction, in each case, so long as
(x) the conditions set forth in Section 4.02 are satisfied (and, unless Borrower shall have otherwise notified the Administrative Agent at such time, Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), (y) such Borrowing does not cause (I) the aggregate Revolving Credit Exposure of any Extending Lender to exceed such Extending Lender’s Commitment, (II) the aggregate Revolving Dollar Credit Exposure of all of the Dollar Lenders with Dollar Commitments then in effect to exceed the aggregate Dollar Commitments at such time or (III) the aggregate Revolving Multicurrency Credit Exposure of all of the Multicurrency Lenders with Multicurrency Commitments then in effect to exceed the aggregate Multicurrency Commitments at such time and (z) the proceeds of any such Loan are applied solely to reduce the Revolving Credit Exposure of the applicable Non-Extending Lender or Non- Extending Lenders, as applicable.
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ARTICLE III
REPRESENTATIONS AND WARRANTIES
The Borrower represents and warrants to the Lenders that:
SECTION 3.01. Organization; Powers. Each of the Borrower and its Subsidiaries is duly organized or incorporated, as applicable, validly existing and in good standing under the laws of the jurisdiction of its organization or incorporation, as applicable, has all requisite power and authority to carry on its business as now conducted and is qualified to do business in, and is in good standing in, every jurisdiction where the failure to do so could reasonably be expected to result in a Material Adverse Effect. There is no existing default under any charter, by- laws or other Organization Documents of the Borrower or its Subsidiaries or any event which, with the giving of notice or passage of time or both, would constitute a default by any party thereunder.
SECTION 3.02. Authorization; Enforceability. The Transactions are within the Borrower’s limited liability company or other powers, as applicable, and have been duly authorized by all necessary limited liability company or other organizational action, as applicable, and the Board of Directors of the Parent (acting for the Borrower and the Borrower’s Subsidiaries) has approved the transactions contemplated in this Agreement. This Agreement has been duly executed and delivered by the Borrower and each of the other Loan Documents to which any Obligor is a party have been or will be duly executed and delivered by each such Obligor. This Agreement constitutes, and each of the other Loan Documents to which any Obligor is a party, when executed and delivered, will constitute a legal, valid and binding obligation of the applicable Obligor or Obligors, enforceable in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
SECTION 3.03. Governmental Approvals; No Conflicts. The Transactions
(a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been or will be obtained or made and are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to the Security Documents, (b) will not violate any applicable law or regulation or the charter, by- laws or other Organization Documents of the Parent, the Borrower or any of the Borrower’s Subsidiaries or any order of any Governmental Authority (including the Investment Company Act and the rules, regulations and orders issued by the SEC thereunder), (c) will not violate or result in a default in any material respect under any indenture, agreement or other instrument binding upon the Parent, the Borrower or any of the Borrower’s Subsidiaries or assets, or give rise to a right thereunder to require any payment to be made by any such Person, and (d) except for the Liens created pursuant to the Security Documents, will not result in the creation or
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imposition of any Lien on the Equity Interests of the Borrower owned by the Parent or on any asset of the Borrower or any of its Subsidiaries.
SECTION 3.04. Financial Condition; No Material Adverse Effect.
consolidated schedule of investments, consolidated statements of operations, consolidated statements of changes in net assets and consolidated statements of cash flows of the Borrower and its consolidated Subsidiaries as of the end of and for the applicable period in accordance with GAAP. The financial statements delivered to the Administrative Agent and the Lenders by the Borrower pursuant to Section 4.01(d)(ii) of the Existing Credit Agreement present fairly, in all material respects, the consolidated statements of assets and liabilities, consolidated schedule of investments, consolidated statements of operations, consolidated statements of changes in net assets and consolidated statements of cash flows of the Parent and its consolidated Subsidiaries as of the end of and for the applicable period in accordance with GAAP. On the Original Effective Date, none of the Parent, the Borrower or any of their respective Subsidiaries has any material contingent liabilities, material liabilities for taxes, material unusual forward or material long-term commitments or material unrealized or anticipated losses from any unfavorable commitments not reflected in the financial statements referred to above.
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SECTION 3.05. Litigation. There are no actions, suits, investigations or proceedings by or before any arbitrator or Governmental Authority now pending against or, to the knowledge of any Tennenbaum Party, threatened against or affecting the Parent, the Borrower or any of their respective Subsidiaries (a) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (b) that involve this Agreement or the Transactions.
SECTION 3.06. Compliance with Laws and Agreements. Each of the Borrower and its Subsidiaries is in compliance with all laws, regulations and orders of any Governmental Authority applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries is subject to any contract or other arrangement, the performance of which could reasonably be expected to result in a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries is in default in any manner under any provision of any agreement or instrument to which it is a party or by which it or any of its property is or may be bound, and no condition exists which, with the giving of notice or the lapse of time or both, would constitute such a default, in each case where such default could reasonably be expected to result in a Material Adverse Effect. Each of the Borrower and its Subsidiaries is in compliance with its respective Organization Documents in all material respects.
SECTION 3.07. Taxes. Each of the Borrower and its Subsidiaries has timely filed or has caused to be timely filed all U.S. federal, state and material local Tax returns that are required to be filed by it and all other material Tax returns that are required to be filed by it and has paid all Taxes for which it is directly or indirectly liable and any assessments made against it or any of its property and all other Taxes, fees or other charges imposed on it or any of its property by any Governmental Authority, except such Taxes, fees or other charges the amount or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the Borrower or its Subsidiaries, as the case may be. The charges, accruals and reserves on the books of the Borrower and any of its Subsidiaries in respect of Taxes and other governmental charges are adequate in accordance with GAAP. Neither the Borrower nor any of its Subsidiaries has given or been requested to give a waiver of the statute of limitations relating to the payment of any federal, state, local and foreign Taxes or other impositions, and no Tax lien has been filed with respect to the Borrower or any of its Subsidiaries. There is no proposed Tax assessment against the Borrower or any of its Subsidiaries, and there is no basis for such assessment.
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SECTION 3.08. ERISA.
Pension Plans.
accruing an obligation to make contributions, or has within any of the five (5) calendar years immediately preceding the date this assurance is given or deemed given, made or accrued an obligation to make contributions to any Multiemployer Plan. To the extent that one or more Multiemployer Plans exist, no Multiemployer Plan is insolvent or in reorganization. None of the Borrower, any Subsidiary or any ERISA Affiliate has incurred a complete or partial withdrawal from any Multiemployer Plan, and, if each of the Borrower, any Subsidiary and each ERISA Affiliate were to withdraw from all Multiemployer Plans in a complete withdrawal as of the date this assurance is given or deemed given, the aggregate Withdrawal Liability that would be incurred would not be in excess of $2,500,000.
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SECTION 3.09. Disclosure.
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SECTION 3.10. Investment Company Act; Margin Regulations.
SECTION 3.11. Material Agreements and Liens.
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SECTION 3.12. Subsidiaries and Investments.
Schedule 3.12(a), and (y) all of the issued and outstanding capital stock of each such Subsidiary organized as a corporation is validly issued, fully paid and nonassessable.
6.04) held by the Borrower or any of its Subsidiaries in any Person on the Omnibus Amendment Effective Date and, for each such Investment, (i) the identity of the Person or Persons holding such Investment, (ii) the nature of such Investment, (iii) the amount of such Investment, (iv) if applicable, the rate of interest charged for such Investment and (v) the value assigned to such Investment by the Board of Directors of the Parent. Except as disclosed in Schedule 3.12(b), as of the Omnibus Amendment Effective Date each of the Borrower and its Subsidiaries owns, free and clear of all Liens (other than Liens permitted pursuant to Section 6.02), all such Investments.
SECTION 3.13. Properties.
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SECTION 3.14. Solvency. On the Omnibus Amendment Effective Date, and upon the incurrence of any extension of credit hereunder, on any date on which this representation and warranty is made, (a) the Borrower will be Solvent on an unconsolidated basis and (b) each Obligor will be Solvent on a consolidated basis with the other Obligors.
SECTION 3.15. No Default. No Default has occurred and is continuing under this Agreement or under any Material Indebtedness.
SECTION 3.16. Use of Proceeds. The proceeds of the Loans shall be used for the general corporate purposes of the Borrower and its Subsidiaries (other than Financing Subsidiaries except as expressly permitted under Section 6.03(e)) in the ordinary course of its business, including making distributions not prohibited by this Agreement, making payments on Indebtedness of the Obligors to the extent permitted under this Agreement and the acquisition and funding (either directly or indirectly as expressly permitted hereunder) of leveraged loans, mezzanine loans, high yield securities, convertible securities, preferred stock, common stock and other Portfolio Investments, but excluding, for clarity, the buying or carrying of Margin Stock.
SECTION 3.17. Security Documents. The Guarantee and Security Agreement is effective to create in favor of the Collateral Agent for the benefit of the Secured Parties, legal,
valid and enforceable first-priority Liens on, and security interests in, the Collateral and, (i) when all appropriate filings or recordings are made in the appropriate offices as may be required under applicable law and, as applicable, (ii) upon the taking of possession or control by the Collateral Agent of the Collateral with respect to which a security interest may be perfected by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by the Guarantee and Security Agreement), the Liens created by the Guarantee and Security Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors in the Collateral (other than such Collateral in which a security interest cannot be perfected under the UCC as in effect at the relevant time in the relevant jurisdiction), in each case subject to no Liens other than Permitted Liens.
SECTION 3.18. Financing Subsidiaries.
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SECTION 3.19. Affiliate Agreements. As of the Omnibus Amendment Effective Date, the Borrower has heretofore delivered to each of the Lenders true and complete copies of each of the Affiliate Agreements (including any schedules and exhibits thereto, and any amendments, supplements or waivers executed and delivered thereunder). As of the Omnibus Amendment Effective Date, (a) each of the Affiliate Agreements is in full force and effect and (b) other than the Affiliate Agreements, there is no contract, agreement or understanding, in writing, between or among the Borrower or any of its Subsidiaries, on the one hand, and any Tennenbaum Party or any of their respective Subsidiaries or Affiliates, on the other hand.
SECTION 3.20. Compliance with Sanctions. Neither the Borrower nor any of its Subsidiaries, nor, to the knowledge of any Tennenbaum Party or any other Affiliate of the Borrower or any of its Subsidiaries, or any executive officer or director thereof (i) is subject to, or subject of, sanctions (collectively, “Sanctions”) administered by the United States Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), any other United States of America Governmental Authority, the U.S. Department of State, the European Union, Her Majesty’s Treasury, the United Nations Security Council, or any other relevant sanctions authority, or (ii) is located, has a place of business or is organized or resident in a Sanctioned Country. Furthermore, no part of the proceeds of a Loan will be used, directly or indirectly, by the Borrower or any of its Subsidiaries or Affiliates, or by any of their respective directors, officers, agents, employees or other persons associated with them or acting on their behalf, (i) to finance or facilitate a transaction with a person that is subject to Sanctions or is located, has a place of business or is organized or resident in a Sanctioned Country or (ii) in any other manner that would result in a violation of Sanctions by any Person (including any Person participating in the Loans, whether as underwriter, advisor, or otherwise). Each Obligor and, to the knowledge of the Borrower, each Affiliate of each Obligor, has instituted and maintained policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, compliance with all applicable Sanctions.
SECTION 3.21. Anti-Money Laundering Program The Borrower has implemented anti-money laundering programs to the extent required by the Uniting And Strengthening America By Providing Appropriate Tools Required To Intercept And Obstruct Terrorism, as amended (the “USA PATRIOT Act”), and the rules and regulations thereunder and maintains in effect and enforces policies and procedures designed to ensure compliance by the Borrower and each of its Subsidiaries (and, when acting on behalf of the Borrower or any of its Subsidiaries, their respective directors, officers, employees and agents) with applicable Sanctions.
SECTION 3.22. Beneficial Ownership Certification. To the best knowledge of the Borrower, the information included in any Beneficial Ownership Certification provided prior to, on or after the Omnibus Amendment Effective Date to any Lender in connection with
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this Agreement is true and correct in all respects.
SECTION 3.23. Foreign Corrupt Practices Act. Neither the Borrower nor any of its Subsidiaries, nor, to the knowledge of any Tennenbaum Party or any other Affiliate of the Borrower or any of its Subsidiaries, any executive officer or director thereof or other person associated with or acting on behalf thereof has: (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or to influence official action; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment; or (iv) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”) and any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions (collectively with the FCPA, the “Anti-Corruption Laws”); and the Borrower and each of its Subsidiaries and Affiliates have conducted their businesses in compliance with the Anti- Corruption Laws and have instituted and maintained policies and procedures reasonably designed to ensure, and which are reasonably expected to continue to ensure, compliance therewith. Furthermore, no part of the proceeds of a Loan will be used, directly or indirectly, by the Borrower or any of its Subsidiaries or Affiliates, or by any of their respective directors, officers, agents, employees or other persons associated with them or acting on their behalf, to finance or facilitate a transaction in violation of the Anti-Corruption Laws.
SECTION 3.24. Affected Financial Institution. No Obligor is an Affected Financial Institution.
ARTICLE IV
CONDITIONS
SECTION 4.01. Restatement Effective Date. The effectiveness of this Agreement on the Restatement Effective Date and of the obligations of the Lenders to make Loans hereunder shall not become effective until completion of each of the following conditions precedent (unless a condition shall have been waived in accordance with Section 9.02):
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(1) true and complete copies of the Organization Documents of each such Obligor certified in each case as of a recent date by the appropriate governmental official, (2) signature and incumbency certificates of the officers of such Person executing the Loan Documents to which it is a party, (3) true and complete resolutions of the Board of Directors of each Obligor approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party or by which it or its assets may be bound as of the Restatement Effective Date and, in the case of the Borrower, authorizing the borrowings hereunder, and that such resolutions are in full force and effect without modification or amendment, (4) a good standing certificate from the applicable Governmental Authority of each Obligor’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to the Restatement Effective Date, and
(5) such other documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Obligors and the authorization of the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
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force and effect and all applicable waiting periods shall have expired and no investigation or inquiry by any Governmental Authority regarding the Transactions or any transaction being financed with the proceeds of the Loans shall be ongoing.
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SECTION 4.02. Conditions to Each Credit Extension. The obligation of each Lender to make any Loan, including any Loans on the Restatement Effective Date, is additionally subject to the satisfaction of the following conditions:
Unquoted Investment as determined by the Borrower pursuant to Section 5.12(b)(ii)(C), (y) the cost of such Unquoted Investment, and (z) the par or face value of such Unquoted Investment);
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Period.
Each Borrowing shall be deemed to constitute a representation and warranty by the
Borrower on the date thereof as to the matters specified in this Section 4.02.
ARTICLE V
that:
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AFFIRMATIVE COVENANTS
Until the Termination Date, the Borrower covenants and agrees with the Lenders
SECTION 5.01. Financial Statements and Other Information. The Borrower will
furnish to the Administrative Agent for distribution to each Lender, except to the extent that such recipient (or proposed recipient) has not executed and delivered a non-reliance letter, confidentiality agreement or similar agreement, in each case, requested or required by any other Person (including any Independent Valuation Provider or Approved Third-Party Appraiser) in connection with the furnishing of such deliverable, as applicable:
and its Subsidiaries on a consolidated basis as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year (to the extent full fiscal year information is available), all reported on by Deloitte & Touche LLP or other independent public accountants of recognized national standing to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Parent and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied (which report shall be unqualified as to going concern and scope of audit and shall not contain any explanatory paragraph or paragraph of emphasis with respect to going concern); provided that the requirements set forth in this clause (b) may be fulfilled by providing to the Administrative Agent for distribution to each Lender the reports filed by the Parent with the SEC on Form 10-K for the applicable fiscal year;
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(c) or (d) of this Section (or, solely with respect to clause (vi) of this Section 5.01(e), within ten
(10) calendar days thereafter), a certificate of a Financial Officer of the Borrower (i) to the extent
the requirements in clause (a), (b), (c) or (d) of this Section are not fulfilled by the Borrower delivering the applicable report or reports delivered to (or filed with) the SEC, certifying that such statements are consistent with the financial statements filed by the Borrower (if the Borrower is then filing such financial statements with the SEC) and/or the Parent, as applicable, with the SEC,
(ii) certifying as to whether any Tennenbaum Party has knowledge that a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed
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to be taken with respect thereto, (iii) setting forth reasonably detailed calculations (which reconcile to the financial statements) demonstrating compliance with Sections 6.01(f) and (i), 6.02(e) and (f), 6.03(d) and (g), 6.04(i), 6.05(b), 6.07 and 6.16(ii)(y), (iv) stating whether any change in GAAP as applied by (or in the application of GAAP by) the Borrower or the Parent has occurred since the Original Effective Date (but only if the Borrower has not previously reported such change to the Administrative Agent) and, if any such change has occurred (and has not been previously reported to the Administrative Agent), specifying the effect of such change on the financial statements accompanying such certificate, (v) attaching a list of the Borrower’s Subsidiaries as of the date of delivery of such certificate or a confirmation that there is no change in such information since the date of the last such list, (vi) providing a reconciliation of any difference between (1) the assets and liabilities of the Borrower and its consolidated Subsidiaries presented in such financial statements and the assets and liabilities of the Borrower and its Subsidiaries for purposes of calculating the covenants set forth in Sections 6.07(a) to (e) and (2) the assets and liabilities of the Parent and its consolidated Subsidiaries presented in such financial statements and the assets and liabilities of the Parent and its Subsidiaries for purposes of calculating the covenant set forth in Section 6.07(f) and (vii) to the extent a Refinancing Distribution was made during the period covered by such certificate, a statement that, to the best of such Financial Officer’s knowledge, the conditions set forth in the definition of “Refinancing Distribution” were satisfied at the time of such Refinancing Distribution;
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(i) activity reports with respect to Cash and Cash Equivalents included in the calculation of the Borrowing Base, (ii) an itemized list of each account and the amounts therein with respect to Cash and Cash Equivalents included in the calculation of the Borrowing Base and (iii) an itemized list of each Portfolio Investment held in any Custodian Account owned by the Borrower or any Subsidiary) reflecting all assets being held in any Custodian Account owned by the Borrower or any of its Subsidiaries or otherwise subject to the Custodial and Account Control Agreement;
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(v) any other amounts received with respect to such Portfolio Investment representing exit fees or prepayment penalties during the most recently ended fiscal quarter;
SECTION 5.02. Notices of Material Events. Upon the Borrower becoming aware of any of the following, the Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following:
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Agent a copy of such IRS Form 5500 (including such Schedule B)), (ii) the occurrence of any ERISA Event (and the Borrower shall furnish to the Administrative Agent a certificate of a Financial Officer of the Borrower describing such ERISA Event and the action, if any, proposed to be taken with respect to such ERISA Event and a copy of any notice filed with the PBGC or the IRS pertaining to such ERISA Event and any notices received by the Borrower, any Subsidiary or any ERISA Affiliate from the PBGC or any other Governmental Authority with respect thereto),
(iii) the existence of material Unfunded Pension Liabilities (taking into account only Plans with positive Unfunded Pension Liabilities) or a material increase in Unfunded Pension Liabilities (taking into account only Plans with positive Unfunded Pension Liabilities) since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, and
(iv) (x) the existence of potential Withdrawal Liability under Section 4201 of ERISA, if the Borrower, any Subsidiary and the ERISA Affiliates were to withdraw completely from any and all Multiemployer Plans, (y) the adoption of, or commencement of contributions to, any Plan subject to Section 412 of the Code by the Borrower, any Subsidiary or any ERISA Affiliate, or (z) the adoption of any amendment to a Plan subject to Section 412 of the Code that results in a material increase in contribution obligations of the Borrower, any Subsidiary or any ERISA Affiliate (and, in the case of any event or condition described in the foregoing clause (iii) or clause (iv), the Borrower shall furnish to the Administrative Agent a detailed written description thereof from a Financial Officer of the Borrower); and
Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
SECTION 5.03. Existence; Conduct of Business. The Borrower will, and will cause the Parent and each of the Borrower’s Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03.
SECTION 5.04. Payment of Obligations. The Borrower will, and will cause each of its Subsidiaries to, pay its obligations, including tax liabilities and material contractual obligations before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or the applicable Subsidiary has set aside on its books adequate reserves with respect thereto in
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accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
SECTION 5.05. Maintenance of Properties; Insurance. The Borrower will, and will cause each of its Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, (b) maintain, with financially sound and reputable insurance companies, insurance in such amounts and against
such risks as are customarily maintained by companies engaged in the same or similar business, operating in the same or similar locations (including, without limitation, directors and officers liability insurance) and (c) after the request of the Administrative Agent, promptly deliver to the Administrative Agent any certificate or certificates from the Borrower’s insurance broker or other documentary evidence, in each case, demonstrating the effectiveness of, or any changes to, such insurance. Each such policy of insurance in effect (other than any director and officer liability insurance policy) shall name the Collateral Agent, for the benefit of the Administrative Agent and the Lenders, as additional insured and lender’s loss payee thereunder.
SECTION 5.06. Books and Records; Inspection and Audit Rights.
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SECTION 5.07. Compliance with Laws and Agreements. The Borrower will, and will cause each of its Subsidiaries to, comply with all laws, rules, regulations, including the Investment Company Act (if applicable to such Person), and orders of any Governmental Authority (including rules, regulations and orders issued by the SEC) applicable to it or its property and all indentures, agreements and other instruments, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Policies and procedures will be maintained and enforced by or on behalf of the Borrower and each of its Subsidiaries that are designed in good faith and in a commercially reasonable manner to promote and achieve compliance by the Borrower and each of its Subsidiaries and, when acting on behalf of the Borrower or any of its Subsidiaries, their respective directors, officers, employees and agents with any applicable Anti-Corruption Laws and applicable Sanctions, in each case, giving due regard to the nature of such Person’s business and activities. The Borrower will, and will cause each of its Subsidiaries to, act in accordance with their respective Organization Documents in all material respects.
SECTION 5.08. Certain Obligations Respecting Subsidiaries; Further
Assurances.
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acquire any new Subsidiary (other than a Financing Subsidiary), or any other Person shall become a “Subsidiary” within the meaning of the definition thereof (other than a Financing Subsidiary); (2) any Structured Subsidiary shall no longer constitute a “Structured Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08); or (3) any SBIC Subsidiary shall no longer constitute an “SBIC Subsidiary” pursuant to the definition thereof (in which case such Person shall be deemed to be a “new” Subsidiary for purposes of this Section 5.08), the Borrower will, in each case, (x) promptly provide notice to the Administrative Agent together with an updated Schedule 3.12(a) and (y) on or before thirty (30) days (or such longer period as may be agreed to by the Administrative Agent in its sole discretion) following such Person becoming a Subsidiary or such Financing Subsidiary no longer qualifying as such, cause such new Subsidiary or former Financing Subsidiary to become a “Subsidiary Guarantor” (and, thereby, an “Obligor”) under the Guarantee and Security Agreement pursuant to a Guarantee Assumption Agreement and to deliver such proof of corporate or other action, incumbency of officers, opinions of counsel and other documents as the Administrative Agent shall have reasonably requested.
such Person qualifies as an “SBIC Subsidiary” pursuant to the definition thereof, and thereafter such Person shall no longer constitute an “SBIC Subsidiary” for any purpose of this Agreement or any other Loan Document.
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(B) in the name of the Borrower, endorsed in blank and delivered to the applicable Financing Subsidiary and beneficially owned by the Financing Subsidiary (or, in the case of a Noteless Assigned Loan (as defined in Section 5.13), cause the interest owned by such Financing Subsidiary to be evidenced by separate assignment documentation contemplated by paragraph 1(b) of Schedule 1.01(d) in the name of such Financing Subsidiary) and (2) not permit such Financing Subsidiary to have a participation acquired from an Obligor in such underlying loan documents and the extensions of credit thereunder or any other indirect interest therein acquired from an Obligor; and (y) ensure that, subject to Section 5.08(c)(v) below, all amounts owing to any Obligor by the underlying borrower or other obligated party are remitted by such borrower or obligated party (or the applicable administrative agents, collateral agents or equivalent Person) directly to the Custodian Account and no other amounts owing by such underlying borrower or obligated party are remitted to the Custodian Account;
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Notwithstanding anything to the contrary contained herein, if any instrument, promissory note, agreement, document or certificate held by the Custodian is destroyed or lost not as a result of any action of the Borrower, then:
SECTION 5.09. Use of Proceeds. The Borrower will use the proceeds of the Loans only for general corporate purposes of the Borrower and its Subsidiaries (other than the Financing Subsidiaries except as expressly permitted under Section 6.03(e)) in the ordinary course of business, including making distributions not prohibited by this Agreement, making payments on Indebtedness of the Obligors to the extent permitted under this Agreement and the acquisition and funding (either directly or indirectly as expressly permitted hereunder) of leveraged loans, mezzanine loans, high-yield securities, convertible securities, preferred stock, common stock and other Portfolio Investments, in each case to the extent otherwise permitted hereunder; provided that neither the Administrative Agent nor any Lender shall have any responsibility as to the use of any of such proceeds. No part of the proceeds of any Loan will be used in violation of applicable law, rule or regulation or, directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of buying or carrying any Margin Stock. On the first day (if any) an Obligor acquires any Margin Stock and at any other time requested by the Administrative Agent or any Lender, the Borrower shall furnish to the Administrative Agent and each Lender a statement to the foregoing effect in conformity with the requirements of FR Form G-3 or FR Form U-1, as applicable, referred to in Regulation U. Margin Stock shall be purchased by the Obligors only with the proceeds of Indebtedness not directly or indirectly secured by Margin Stock (within the meaning of
Regulation U), or with the proceeds of equity capital of the Borrower. No Obligor will directly or knowingly indirectly use the proceeds of the Loans or otherwise make available such proceeds (I) to any Person for the purpose of financing the activities of any Person currently (A) subject to, or the subject of, any Sanctions or (B) organized or resident in a Sanctioned
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Country or (II) for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of any Anti-Corruption Laws.
SECTION 5.10. Status of RIC and BDC. The Parent shall at all times maintain its status as a “business development company” under the Investment Company Act. The Parent shall at all times maintain its status as a RIC under the Code.
SECTION 5.11. Investment Policies. The Borrower shall at all times be in compliance in all material respects with its Investment Policies, as amended by Permitted Policy Amendments.
SECTION 5.12. Portfolio Valuation and Diversification Etc.
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exceed 30%) of the aggregate value of the Unquoted Investments and Limited Reference Quoted Investments in the Borrowing Base (the determination of fair value for such 25% threshold shall be based off of the last determination of value of the Portfolio Investments pursuant to this Section 5.12 and, for the avoidance of doubt, in the case of any Unquoted Investments acquired during the calendar quarter, the value shall be as determined pursuant to clause (E)(z)(2) below); provided further, that the Administrative Agent shall provide written notice to the Borrower, setting forth a description of which Unquoted Investments and/or Limited Reference Quoted Assets shall be IVP Tested Assets as of such Valuation Testing Date, not later than 45 days prior to the Valuation Testing Date (or such later date as is reasonably agreed by the Borrower and the Administrative Agent). Each such valuation report shall also include the information required to comply with clause (ii) of paragraph 7 and paragraph 23 of Schedule 1.01(d) for an IVP Tested Asset (to the extent such provisions are applicable).
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actual knowledge that materially adversely affect the value of any Eligible Portfolio Investment (each such value, an “Internal Value”).
(ii) if the Internal Value of any Unquoted Investment as most recently determined by the Borrower pursuant to Section 5.12(b)(ii)(C) falls more than 5% above the midpoint of the range of the IVP External Unquoted Value of such Unquoted Investment as most recently determined pursuant to Section 5.12(b)(ii)(B), then the “Value” of such Unquoted Investment for all purposes of this Agreement shall be deemed to be the lower of (i) the midpoint of the range of the IVP External Unquoted Value and (ii) if such Unquoted Investment is a debt investment, the par or face value of such Unquoted Investment; and
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purposes of this Agreement shall be deemed to be the lower of (i) the Internal Value and (ii) if such Unquoted Investment is a debt investment, the par or face value of such Unquoted Investment;
except that:
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(x) the value of any Borrower Tested Asset determined pursuant to Section 5.12(b)(ii) is less than the value determined by the Independent Valuation Provider pursuant to this clause, then the value determined pursuant to Section 5.12(b)(ii) shall continue to be used as the “Value” for purposes of this Agreement and (y) if the value of any Borrower Tested Asset determined pursuant to Section 5.12(b)(ii) is greater than the value determined by the Independent Valuation Provider and the difference between such values is (1) less than or equal to 5% of the value determined pursuant to Section 5.12(b)(ii), then the value determined pursuant to Section 5.12(b)(ii) shall become the “Value” of such Portfolio Investment, (2) greater than 5% and less than or equal to 20% of the value determined pursuant to Section 5.12(b)(ii), then the “Value” of such Portfolio Investment shall become the average of the value determined pursuant to Section 5.12(b)(ii) and the value determined by the Independent Valuation Provider, and (3) greater than 20% of the value determined pursuant to Section 5.12(b)(ii), then either (i) the “Value” of such Portfolio Investment shall be the lesser of the value
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determined pursuant to Section 5.12(b)(ii) and the value determined by the Independent Valuation Provider or (ii) if the Borrower so elects, the Borrower and the Administrative Agent shall retain (at the Borrower’s sole cost and expense) an additional Approved Third-Party Appraiser and, upon completion of such appraisal, the “Value” of such Portfolio Investment shall be the average of the three valuations (with the average of the value determined pursuant to Section 5.12(b)(ii) and the value determined by the Independent Valuation Provider to be used until the third value is obtained). For purposes of this Section 5.12(b)(iii), the “Value” of any Portfolio Investment for which the Independent Valuation Provider’s value is used shall be the midpoint of the range (if any) determined by the Independent Valuation Provider.
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SECTION 5.13. Calculation of Borrowing Base. For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the products obtained by multiplying (x) the Value of each Eligible Portfolio Investment by (y) the applicable Advance Rate; provided that:
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15% of the Borrowing Base; provided that any LTV Transactions shall be excluded from such calculation;
(1) month plus 4.5%, the Borrowing Base shall be reduced by removing Debt Eligible Portfolio Investments therefrom (but not from the Collateral) to the extent necessary to cause the Weighted Average Fixed Coupon to be at least equal to the greater of (x) 8%
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and
(y) the Benchmark in effect as of the date of determination for deposits in the applicable Currency for a period of one (1) month plus 4.5% (subject to all other constraints, limitations and restrictions set forth herein);
(ii) not otherwise hedged to the satisfaction of the Administrative Agent in its sole discretion and (iii) in excess of the then current amount of Loans outstanding in the respective Currency of such Agreed Foreign Currency Cash or Cash Equivalents, shall be 90% of the otherwise applicable Advance Rate;
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For the avoidance of doubt, no Portfolio Investment shall be an Eligible Portfolio Investment unless, among the other requirements set forth in this Agreement, (i) such Investment is subject only to Eligible Liens and (ii) such Investment is Transferable. In addition, as used herein, the following terms have the following meanings:
“ABL Transactions” has the meaning assigned to such term in the definition of LTV Transaction.
“Advance Rate” means, as to any Eligible Portfolio Investment and subject to adjustment as provided above, the following percentages with respect to such Eligible Portfolio Investment:
Eligible Portfolio Investment |
Unquoted* |
Quoted |
USD Cash, Agreed Foreign Currency Cash and Cash Equivalents (including Short-Term U.S. Government Securities) |
n/a |
100% |
Long-Term U.S. Government Securities |
n/a |
95% |
Other Cash |
n/a |
90% |
Performing Cash Pay First Lien Bank Loans |
70% |
80% |
Performing Cash Pay Last Out Loans |
65% |
75% |
Performing Cash Pay Second Lien Bank Loans |
60% |
70% |
Performing Cash Pay High Yield Securities and Performing Cash Pay Covenant Lite Loans |
50% |
60% |
Performing Cash Pay Mezzanine Investments |
45% |
55% |
Performing DIP Loans |
35% |
45% |
Performing Non-Cash Pay Bank Loans |
35% |
45% |
Performing Non-Cash Pay High Yield Securities and Performing Non-Cash Pay Covenant-Lite Loans |
30% |
40% |
Performing Non-Cash Pay Mezzanine Investments |
30% |
40% |
Performing Common Equity |
25% |
30% |
* The Advance Rate applicable to any Bank Loan that is a Limited Reference Quoted Investment shall be the Advance Rate applicable to Unquoted Bank Loans of the applicable category notwithstanding the definition of Quoted Investments.
The above categories are intended to be indicative of the traditional investment types in a fully capitalized issuer. All determinations of whether a particular Portfolio Investment belongs to one category or another shall be made by the Borrower on a consistent basis with the foregoing. For example, a secured bank loan at a holding company whose only assets are the shares of a fully capitalized operating company may constitute Mezzanine Investments but would not
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ordinarily constitute a Bank Loan.
“Agreed Foreign Currency Cash” means any immediately available funds in any Agreed Foreign Currency (measured in terms of the Dollar Equivalent thereof) as long as it is a freely convertible currency.
“Bank Loans” means debt obligations (including term loans, revolving loans, debtor-in-possession financings, the funded portion of revolving credit lines and letter of credit facilities and other similar loans and investments including interim loans, bridge loans and senior subordinated loans) that are generally provided under a syndicated loan or credit facility or pursuant to any loan agreement or other similar credit facility, whether or not syndicated.
“Cash” means, collectively, USD Cash, Agreed Foreign Currency Cash and Other Cash.
“Cash Equivalents” has the meaning assigned to such term in Section 1.01 of this Agreement.
“Cash Pay” means, with respect to any Portfolio Investment, that at the time of determination, (x) not less than 2/3rds (or, in the case of First Lien Bank Loans, Last Out Loans or Second Lien Bank Loans, not less than 3/4ths) of the interest payable in respect of such Portfolio
Investment (including accretions and “pay-in-kind” interest) for the current monthly, quarterly or semi-annual (as applicable) interest period is payable in cash or (y) (i) if such Portfolio Investment is a floating rate obligation, cash interest in an amount greater than or equal to 4.5% above the Benchmark in effect as of the date of determination for deposits in the applicable Currency for a period of three (3) months is payable at least semi-annually or (ii) if such Portfolio Investment is a fixed rate obligation, cash interest in an amount greater than or equal to 8% per annum is payable at least semi-annually.
“Covenant-Lite Loan” means a Bank Loan that does not require the Portfolio Company thereunder to comply with at least one financial maintenance covenant (including without limitation any covenant relating to a borrowing base, asset valuation or similar asset-based requirement), in each case, regardless of whether compliance with one or more incurrence covenants is otherwise required by such Bank Loan.
“Debt Eligible Portfolio Investment” means an Eligible Portfolio Investment that is an Investment in Indebtedness.
“Defaulted Obligation” means (a) any Investment in Indebtedness (i) as to which, (x) a default as to the payment of principal and/or interest has occurred and is continuing for a period of thirty-two (32) consecutive days with respect to such Indebtedness (without regard to any grace period applicable thereto, or waiver thereof) or (y) a default not set forth in clause (x) has occurred and the holders of such Indebtedness have accelerated all or a portion of the principal amount thereof as a result of such default; (ii) as to which a default as to the
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payment of principal and/or interest has occurred and is continuing for a period of thirty-two (32) consecutive days on another material debt obligation of the Portfolio Company under such Indebtedness which is senior or pari passu in right of payment to such Indebtedness (without regard to any grace period applicable thereto, or waiver thereof); (iii) as to which the Portfolio Company under such Indebtedness or others have (x) engaged in an out-of-court restructuring process (including through any provision of the Uniform Commercial Code or other law) in the past ninety (90) days or (y) instituted proceedings to have such Portfolio Company adjudicated bankrupt or insolvent or placed into receivership and such proceedings have not been stayed or dismissed or such Portfolio Company has filed for protection under the Bankruptcy Code or under any foreign bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or custodian, appointed for it (unless, in the case of clause (ii) or (iii), such Indebtedness is a DIP Loan, in which case it shall not be deemed to be a Defaulted Obligation under such clause); (iv) as to which a default rate of interest has been and continues to be charged for more than 120 consecutive days, or foreclosure on collateral for such Indebtedness has been commenced and is being pursued by or on behalf of the holders thereof; or (v) as to which any lender or agent thereunder has delivered written notice to the Portfolio Company declaring such Indebtedness in default or as to which any lender or agent thereunder otherwise exercises significant remedies following a default; and (b) stock in respect of which (x) the issuer has failed to meet any scheduled redemption obligations or pay its latest declared cash dividend with respect to such stock or any other class of stock after the expiration of any applicable grace period or pay any other amount owing in cash in respect of such stock or (y) any outstanding indebtedness of the issuer of such stock would satisfy clause (a) above if such indebtedness was an Investment in Indebtedness (or if any agent or lender with respect to any indebtedness of the issuer of such stock has delivered written notice declaring such indebtedness in default or as to which any such agent or lender has exercised significant remedies following a default).
“DIP Loan” means a Bank Loan (whether revolving or term) originated after the commencement of a case under Chapter 11 of the Bankruptcy Code by a Portfolio Company, which is a debtor-in-possession as described in Section 1107 of the Bankruptcy Code or a debtor as defined in Section 101(13) of the Bankruptcy Code in such case (a “Debtor”) organized under the laws of the United States or any state therein and domiciled in the United States, which satisfies the following criteria: (a) the DIP Loan is duly authorized by a final order of the applicable bankruptcy court or federal district court under the provisions of subsection (b), (c) or (d) of 11
U.S.C. Section 364; (b) the Debtor’s bankruptcy case is still pending as a case under the provisions of Chapter 11 of the Bankruptcy Code and has not been dismissed or converted to a case under the provisions of Chapter 7 of the Bankruptcy Code; (c) the Debtor’s obligations under such loan have not been (i) disallowed, in whole or in part, or (ii) subordinated, in whole or in part, to the claims or interests of any other Person under the provisions of 11 U.S.C. Section 510; (d) the DIP Loan is secured and the Liens granted by the applicable bankruptcy court or federal district court in relation to the Loan have not been subordinated or junior to, or are pari passu with, in whole or in part, the Liens of any other lender under the provisions of 11 U.S.C. Section 364(d) or otherwise;
(e) the Debtor is not in default on its obligations under the loan; (f) neither the Debtor nor any
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party in interest has filed a Chapter 11 plan with the applicable federal bankruptcy or district court that, upon confirmation, would (i) disallow or subordinate the loan, in whole or in part, (ii) subordinate, in whole or in part, any Lien granted in connection with such loan, (iii) fail to provide for the repayment, in full and in cash, of the loan upon the effective date of such plan or (iv) otherwise impair, in any manner, the claim evidenced by the loan; (g) the DIP Loan is documented in a form that is commercially reasonable; (h) the DIP Loan shall not provide for more than 50% (or a higher percentage with the consent of the Required Lenders) of the proceeds of such loan to be used to repay prepetition obligations owing to all or some of the same lender(s) in a “roll-up” or similar transaction; (i) no portion of the DIP Loan is payable in consideration other than cash; and (j) no portion of the DIP Loan has been credit bid under Section 363(k) of the Bankruptcy Code or otherwise. For the purposes of this definition, an order is a “final order” if the applicable period for filing a motion to reconsider or notice of appeal in respect of a permanent order authorizing the Debtor to obtain credit has lapsed and no such motion or notice has been filed with the applicable bankruptcy court or federal district court or the clerk thereof.
“EBITDA” means the consolidated net income of the applicable Person (excluding extraordinary gains and extraordinary losses (to the extent excluded in the definition of “EBITDA” (or similar defined term used for the purposes contemplated herein) in the relevant agreement relating to the applicable Eligible Portfolio Investment)) for the relevant period plus, without duplication, the following to the extent deducted in calculating such consolidated net income: (i) consolidated interest charges for such period; (ii) the provision for Federal, state, local and foreign income taxes payable for such period; (iii) depreciation and amortization expense for such period; and (iv) such other adjustments included in the definition of “EBITDA” (or similar defined term used for the purposes contemplated herein) in the relevant agreement relating to the applicable Eligible Portfolio Investment, provided that such adjustments are usual and customary and substantially comparable to market terms for substantially similar debt of other similarly situated
borrowers at the time such relevant agreements are entered into as reasonably determined in good faith by the Borrower; provided that, in each case EBITDA shall be calculated as of the most recently delivered financial statements of the applicable Person.
“Eligible Liens” has the meaning assigned to such term in Section 1.01 of this
Agreement.
“First Lien Bank Loan” means a Bank Loan that is entitled to the benefit of a first lien and first priority perfected security interest on all or substantially all of the assets of the respective borrower and guarantors obligated in respect thereof, and which has the most senior pre-petition priority in any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceedings in such collateral; provided, however, that, in the case of accounts receivable and inventory (and the proceeds thereof), such lien and security interest may be second in priority to a Permitted Prior Working Capital Lien; and further provided that (other than for an LTV Transaction) any portion (and only such portion) of such a Bank Loan which has a total debt to EBITDA ratio above 4.00 to 1.00 will be deemed to be a Second Lien Bank Loan. For the avoidance of doubt, in no event shall a First Lien Bank Loan include a Last Out
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Loan or a Performing DIP Loan.
“Fixed Rate Portfolio Investment” means a Debt Eligible Portfolio Investment that bears interest at a fixed rate.
“Floating Rate Portfolio Investment” means a Debt Eligible Portfolio Investment that bears interest at a floating rate.
“High-Growth Transactions” has the meaning assigned to such term in the definition of LTV Transaction.
“High Yield Securities” means debt Securities, in each case (a) issued by public or private issuers, (b) issued pursuant to an effective registration statement or pursuant to Rule 144A under the Securities Act (or any successor provision thereunder) and (c) that are not Cash Equivalents, Mezzanine Investments (described under clause (i) of the definition thereof) or Bank Loans.
“Last Out Loan” shall mean, with respect to any Bank Loan that is a term loan structured in a first out tranche and a last out tranche (with the first out tranche entitled to a lower interest rate but priority with respect to payments), that portion of such Bank Loan that is the last out tranche; provided that:
(ii) shall have the same maturity date as the first out tranche, (iii) is entitled to the same representations, covenants and events of default as the holders of the first out tranche (subject to customary exceptions), and (iv) provides the holders of such last out tranche with customary protections (including consent rights with respect to (1) any increase of the principal balance of the first out tranche, (2) any increase of the margins (other than as a result of the imposition of default interest) applicable to the interest rates with respect to the first out tranche, (3) any reduction of the final maturity of the first out tranche, and (4) amending or waiving any provision in the underlying loan documents that is specific to the holders of such last out tranche); and
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“Long-Term U.S. Government Securities” means U.S. Government Securities maturing more than three (3) months from the applicable date of determination.
“LTV Transaction” means any transaction that (i) is structured in a way that would customarily be considered (a) a specialized asset-backed transaction for aircraft, locomotives, vessels or, in each case, components thereof or supported by receivables or inventory (“ABL Transactions”) or (b) a high-growth leveraged loan transaction in the technology, software, media and telecommunications space (“High-Growth Transactions”), (ii) does not include and would not customarily be expected to include a financial covenant based on debt to EBITDA or a similar multiple of debt to operating cash flow and (iii) is designated as an LTV Transaction by the Borrower at the time of the initial investment.
“Mezzanine Investments” means (i) debt Securities (including convertible debt Securities (other than the “in-the-money” equity component thereof)) (a) issued by public or private Portfolio Companies, (b) issued without registration under the Securities Act, (c) not issued pursuant to Rule 144A under the Securities Act (or any successor provision thereunder), (d) that are not Cash Equivalents and (e) contractually subordinated in right of payment to other debt of the same Portfolio Company and (ii) a Bank Loan that is not a First Lien Bank Loan, a Second Lien Bank Loan, a Covenant-Lite Loan, a High Yield Security or a Last Out Loan.
“Non-Core Investments” means, collectively, Portfolio Investments in Performing Non-Cash Pay Investments, Performing DIP Loans and Performing Common Equity.
“Noteless Assigned Loan” means a Bank Loan with respect to which: (a) the underlying documentation does not require the underlying borrower to execute and deliver a promissory note to evidence the indebtedness created under such Bank Loan; (b) none of the Parent, the Borrower, Tennenbaum Capital Partners, LLC or any of their respective Affiliates was an agent with respect to such Bank Loan at the time of origination; and (c) the applicable Obligor has affirmatively requested a promissory note from the underlying agent and borrower and has used all commercially reasonable efforts to obtain such promissory note but has been unable to obtain a promissory note from the underlying borrower (but only for so long as the applicable Obligor has not received such a promissory note); provided that, any portion of the Borrowing
Base that consists of an Eligible Portfolio Investment that is a Noteless Assigned Loan shall be identified as such in any Borrowing Base Certificate.
“Other Cash” means any immediately available funds in any currency other than
(i) Dollars or (ii) any other Agreed Foreign Currency (measured in terms of the Dollar Equivalent thereof) that is a freely convertible currency.
“Performing” means with respect to any Eligible Portfolio Investment, such
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Eligible Portfolio Investment (i) is not a Defaulted Obligation, (ii) is not on non-accrual status (including PIK non-accrual status) as of the Borrower’s latest financial filings with the SEC, and
(iii) does not represent debt or Equity Interests of an issuer that has issued a Defaulted Obligation.
“Performing Cash Pay Covenant-Lite Loans” means Performing Covenant-Lite Loans that are Cash Pay.
“Performing Cash Pay First Lien Bank Loans” means Performing First Lien Bank Loans that are Cash Pay.
“Performing Cash Pay High Yield Securities” means Performing High Yield Securities that are Cash Pay.
“Performing Cash Pay Last Out Loans” means Performing Last Out Loans that are
Cash Pay.
“Performing Cash Pay Mezzanine Investments” means Performing Mezzanine Investments that are Cash Pay.
“Performing Cash Pay Second Lien Bank Loans” means Performing Second Lien Bank Loans that are Cash Pay.
“Performing Common Equity” means funded Equity Interests (other than Preferred Stock) and warrants of a Portfolio Company all of whose outstanding debt is Performing.
“Performing Covenant-Lite Loans” means funded Covenant-Lite Loans that are
Performing.
“Performing DIP Loans” means funded DIP Loans that (a) are Cash Pay and (b) are not Defaulted Obligations.
“Performing First Lien Bank Loans” means funded First Lien Bank Loans that
(a) are not DIP Loans or Covenant-Lite Loans and (b) are Performing.
“Performing High Yield Securities” means funded High Yield Securities that are
Performing.
“Performing Last Out Loans” means funded Last Out Loans that (a) are not DIP Loans or Covenant-Lite Loans and (b) are Performing.
“Performing Mezzanine Investments” means funded Mezzanine Investments that are Performing.
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“Performing Non-Cash Pay Bank Loans” means Performing First Lien Bank Loans, Performing Last Out Loans, and Performing Second Lien Bank Loans, in each case that are not Cash Pay.
“Performing Non-Cash Pay Covenant-Lite Loans” means Performing Covenant- Lite Loans that are not Cash Pay.
“Performing Non-Cash Pay High Yield Securities” means Performing High Yield Securities that are not Cash Pay.
“Performing Non-Cash Pay Mezzanine Investments” means Performing Mezzanine Investments that are not Cash Pay.
“Performing Non-Cash Pay Investments” means Performing Non-Cash Pay Bank Loans, Performing Non-Cash Pay Covenant-Lite Loans, Performing Non-Cash Pay High Yield Securities and Performing Non-Cash Pay Mezzanine Investments.
“Performing Second Lien Bank Loans” means funded Second Lien Bank Loans that (a) are not DIP Loans or Covenant-Lite Loans and (b) are Performing.
“Permitted Prior Working Capital Lien” means, with respect to a Portfolio Company that is a borrower under a Bank Loan, a security interest to secure a working capital facility for such Portfolio Company in the accounts receivable and inventory (and, to the extent applicable, all related property and proceeds thereof) of such Portfolio Company and any of its parents and/or subsidiaries that are guarantors of such working capital facility; provided that (i) such Bank Loan has a second priority lien on such accounts receivable and inventory (and, to the extent applicable, all related property and proceeds thereof), (ii) such working capital facility is not secured by any other assets (other than a second priority lien, subject to the first priority lien of the Bank Loan, on any other assets) and does not benefit from any standstill rights or other agreements (other than reasonable and customary rights) with respect to any other assets and (iii) the maximum principal amount of such working capital facility is not at any time greater than 15% of the aggregate enterprise value of the Portfolio Company (as determined in accordance with the valuation methodology for determining the enterprise value of the applicable Portfolio Company as established by an Approved Third-Party Appraiser or, in the case of Quoted Investments, by the Borrower in a commercially reasonable manner).
“Restructured Investment” means, as of any date of determination, (a) any Portfolio Investment that has been a Defaulted Obligation within the past six months, or (b) any Portfolio Investment that has in the past six months been on cash non-accrual, or (c) any Portfolio Investment that has in the past six months been amended or subject to a deferral or waiver if both
(i) the effect of such amendment, deferral or waiver is either, among other things, to (1) change the amount of previously required scheduled debt amortization (other than by reason of repayment thereof) or (2) extend the tenor of previously required scheduled debt amortization, in each case such that the remaining weighted average life of such Portfolio Investment is
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extended by more than 20% and (ii) the reason for such amendment, deferral or waiver is related to the deterioration of the credit profile of the underlying borrower such that, in the absence of such amendment, deferral or waiver, it is reasonably expected by the Borrower that such underlying borrower either
(x) will not be able to make any such previously required scheduled debt amortization payment or
(y) is anticipated to incur a breach of a material financial covenant. A DIP Loan shall not be deemed to be a Restructured Investment, so long as it does not meet the conditions of the definition of Restructured Investment.
“Second Lien Bank Loan” means a Bank Loan (other than a First Lien Bank Loan and a Last Out Loan) that is entitled to the benefit of a first and/or second lien and first and/or second priority perfected security interest on all or substantially all of the assets of the respective borrower and guarantors obligated in respect thereof.
“Securities” means common and preferred stock, units and participations, member interests in limited liability companies, partnership interests in partnerships, notes, bonds, debentures, trust receipts and other obligations, instruments or evidences of Indebtedness, including debt instruments of public and private issuers and tax-exempt securities (including warrants, rights, put and call options and other options relating thereto, representing rights, or any combination thereof) and other property or interests commonly regarded as securities or any form of interest or participation therein, but not including Bank Loans.
“Securities Act” means the United States Securities Act of 1933, as amended. “Short-Term U.S. Government Securities” means U.S. Government Securities
maturing within three (3) months of the applicable date of determination.
“Spread” means, with respect to a Floating Rate Portfolio Investment, the cash interest spread of such Floating Rate Portfolio Investment over the applicable Relevant Rate or Daily Simple RFR, as applicable; provided that, in the case of any Floating Rate Portfolio Investment that does not bear interest by reference to the applicable Relevant Rate or Daily Simple RFR, as applicable, “Spread” shall mean the cash interest spread of such Floating Rate Portfolio Investment over the Benchmark in effect as of the date of determination for deposits in the applicable Currency for a period of three (3) months.
“Structured Finance Obligations” means any obligation issued by a special purpose vehicle (or any similar obligor in the principal business of offering, originating, financing or warehousing pools of receivables or other financial assets) and secured directly by, referenced to, or representing ownership of or investment in, a pool of receivables or other financial assets of any obligor, including collateralized loan obligations, collateralized debt obligations and mortgage- backed securities, or any finance lease. For the avoidance of doubt, if an obligation satisfies this definition of “Structured Finance Obligation”, such obligation (a) shall not qualify as any other category of Portfolio Investment and (b) shall not be included in the Borrowing Base.
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“Third Party Finance Company” means a Person that is (i) an operating company with employees, officers and directors, (ii) in the primary business of originating loans or factoring or financing receivables, inventory or other current assets, and (iii) an unaffiliated third party business organized under the laws of any State of the United States of America, domiciled in the United States of America, and with its principal operations and property located in the United States of America.
“USD Cash” means Cash denominated in Dollars.
“U.S. Government Securities” has the meaning assigned to such term in Section
“Value” means, with respect to any Eligible Portfolio Investment, the value thereof determined for purposes of this Agreement in accordance with Section 5.12(b)(ii) or 5.12(b)(iii), as applicable.
“Weighted Average Fixed Coupon” means, as of any date of determination, the number, expressed as a percentage, obtained by summing the products obtained by multiplying the cash interest coupon of each Fixed Rate Portfolio Investment included in the Borrowing Base as of such date by the outstanding principal balance of such Fixed Rate Portfolio Investment as of such date, dividing such sum by the aggregate outstanding principal balance of all such Fixed Rate Portfolio Investments included in the Borrowing Base as of such date and rounding up to the nearest 0.01%. For the purpose of calculating the Weighted Average Fixed Coupon, all Fixed Rate Portfolio Investments that are not currently paying cash interest shall have an interest rate of 0%.
“Weighted Average Floating Spread” means, as of any date of determination, the number, expressed as a percentage, obtained by summing the products obtained by multiplying, in the case of each Floating Rate Portfolio Investment included in the Borrowing Base, on an annualized basis, the Spread of such Floating Rate Portfolio Investment, by the outstanding principal balance of such Floating Rate Portfolio Investment as of such date and dividing such sum by the aggregate outstanding principal balance of all such Floating Rate Portfolio Investments included in the Borrowing Base as of such date and rounding the result up to the nearest 0.01%. For the purpose of calculating the Weighted Average Floating Spread, all Floating Rate Portfolio Investments that are not currently paying cash interest shall have an interest rate of 0%.
“Weighted Average Leverage Ratio” means, as of any date of determination, the number obtained by summing the products obtained by multiplying, in the case of each Debt Eligible Portfolio Investment included in the Borrowing Base (but, for the avoidance of doubt, excluding any Debt Eligible Portfolio Investments that are LTV Transactions), the leverage ratio (the ratio of indebtedness for borrowed money to EBITDA, expressed as a number) for the Portfolio Company of such Eligible Portfolio Investment of all Indebtedness that has a ranking of payment or lien priority senior to or pari passu with and including the tranche that includes the Borrower’s Eligible Portfolio Investment, by the fair value of such Eligible Portfolio Investment included in the Borrowing Base as of such date and dividing such sum by the aggregate of the fair values of all such Eligible Portfolio Investments included in the
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Borrowing Base as of such date and rounding the result up to the nearest 0.01.
SECTION 5.14. Taxes. Each of the Borrower and its Subsidiaries will timely file or cause to be timely filed all U.S. federal, state and material local Tax returns that are required to be filed by it and all other material Tax returns that are required to be filed by it and will pay all Taxes for which it is directly or indirectly liable and any assessments made against it or any of its property and all other Taxes, fees or other charges imposed on it or any of its property by any Governmental Authority, except Taxes that are being contested in good faith by appropriate proceedings, and with respect to which reserves in conformity with GAAP are provided on the books of the Borrower or its Subsidiaries, as the case may be. The charges, accruals and reserves on the books of the Borrower and any of its Subsidiaries in respect of Taxes and other governmental charges will be adequate in accordance with GAAP.
SECTION 5.15. Anti-Hoarding of Assets at Financing Subsidiaries. If any Financing Subsidiary is not prohibited by any law, rule or regulation or by any contract or agreement relating to indebtedness from distributing all or any portion of its assets to an Obligor, then such Financing Subsidiary shall distribute to an Obligor the amount of assets held by such Financing Subsidiary that such Financing Subsidiary is permitted to distribute and that, in the good faith judgment of the Borrower, such Financing Subsidiary does not reasonably expect to utilize, in the ordinary course of business, to obtain or maintain a financing from an unaffiliated third party; provided that if a Default has occurred and is continuing and the value of the assets owned by such Financing Subsidiary significantly exceeds the amount of indebtedness of such Financing Subsidiary, even if such Financing Subsidiary is prohibited by any contract or agreement relating to indebtedness from distributing all or any portion of its assets to an Obligor, the Borrower shall use its commercially reasonable efforts to take such action as is necessary to cause such Financing Subsidiary to become an Obligor or distribute assets to an Obligor in an amount equal to the amount of assets held by such Financing Subsidiary that, in the good faith judgment of the Borrower, such Financing Subsidiary does not reasonably expect to utilize, in the ordinary course of business, to obtain or maintain a financing from an unaffiliated third party that includes advance rates that are substantially comparable to market terms for substantially similar debt financings at such time of determination; provided, further, that prior to the Revolver Termination Date, this Section 5.15 shall not apply to any Financing Subsidiary the Equity Interest of which is subject to a first priority perfected security interest in favor of the Collateral Agent securing the Secured Obligations.
ARTICLE VI
NEGATIVE COVENANTS
Until the Termination Date, the Borrower covenants and agrees with the Lenders that:
SECTION 6.01. Indebtedness. The Borrower will not, nor will it permit any of its Subsidiaries to, create, incur, assume or permit to exist any Indebtedness, except:
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(e) and the Parent is in pro forma compliance with the covenant set forth in Section 6.07(f);
SECTION 6.02. Liens. (i) The Borrower will not permit the Parent to create, incur, assume or permit to exist any Lien on the Equity Interests of the Borrower now owned or hereafter acquired by the Parent and (ii) the Borrower will not, nor will it permit any of its Subsidiaries to, create, incur, assume or permit to exist any Lien on any property or asset (including Equity Interests in any Financing Subsidiary or any other Subsidiary) now owned or
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hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof except, in the case of this clause (ii):
Lien shall secure only those obligations which it secures on the Omnibus Amendment Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;
SBA.
SECTION 6.03. Fundamental Changes. The Borrower will not, nor will it permit
any of its Subsidiaries to, enter into any transaction of merger, consolidation or amalgamation, or liquidate or provisionally liquidate, wind up or dissolve itself (or suffer any liquidation, provisional liquidation or dissolution). The Borrower will not, nor will it permit any of its Subsidiaries to, reorganize under the laws of a jurisdiction other than any jurisdiction in the United States. The Borrower will not, nor will it permit any of its Subsidiaries to, acquire any business or property from, or Equity Interests of, or be a party to any acquisition of, any Person, except for purchases or acquisitions of Portfolio Investments and other assets in the normal course of the day-to-day business activities of the Borrower and its Subsidiaries and not in violation of the terms and conditions of this Agreement or any other Loan Document. The Borrower will not, nor will it permit any of its Subsidiaries to, convey, sell, lease, transfer or otherwise dispose of, in one transaction or a series of transactions, any part of its assets (including Cash, Cash Equivalents and Equity Interests), whether now owned or hereafter acquired, but excluding (x) assets (including Cash and Cash Equivalents but excluding Portfolio Investments) sold or disposed of in the ordinary course of business of the Borrower and its Subsidiaries (including to make expenditures of cash in the normal course of the day-to-day
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business activities of the Borrower and its Subsidiaries) and
(y) subject to the provisions of clauses (d) and (e) below, Portfolio Investments. The Borrower will not, nor will it permit any of its Subsidiaries to, file a certificate of division, adopt a plan of division or otherwise take any action to effectuate a division pursuant to Section 18-217 of the Delaware Limited Liability Company Act (or any analogous action taken pursuant to applicable law with respect to any corporation, limited liability company, partnership or other entity or any comparable event under a different jurisdiction’s laws).
Notwithstanding the foregoing provisions of this Section:
between a Subsidiary or a Subsidiary Guarantor and the Borrower, the Borrower shall be the continuing or surviving entity and (ii) between a Subsidiary and a wholly owned Subsidiary Guarantor, the wholly owned Subsidiary Guarantor shall be the continuing or surviving entity;
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(x) the Borrower is the continuing or surviving entity in such transaction and at the time thereof and after giving effect thereto, no Default shall have occurred or be continuing or (y) if such Person is the Parent and the Borrower is not the surviving entity, (i) such Person shall expressly assume, by an amendment or supplement, executed and delivered to the Administrative Agent and each Lender and in a form satisfactory to the Administrative Agent and the Required Lenders, the due and punctual payment of the principal of and interest on all Loans and other obligations and the performance of every covenant and every other obligation or liability of this Agreement and the other Loan Documents on the part of the Borrower to be performed or observed, all as provided herein, (ii) at the time thereof and after giving effect thereto, no Default shall have occurred or be continuing, (iii) the Borrower shall have provided at least ten (10) days’ prior written notice thereof to the Administrative Agent (which shall provide a copy of such notice to each Lender) and the Required Lenders shall not have affirmatively objected in writing to such merger or consolidation within ten (10) days of the notice thereof as provided above, (iv) the Borrower shall have taken all steps necessary or requested by the Administrative Agent to preserve the effectiveness, perfection
and priority of the Liens created under the Security Documents and (v) the Borrower shall have delivered to the Administrative Agent and each Lender an opinion of counsel concerning such matters as the Administrative Agent may reasonably require;
$5,000,000 in any fiscal year; provided that dispositions of any such property or assets received in connection with an enforcement action on account of a Portfolio Investment shall not be subject to such limit; and
SECTION 6.04. Investments. The Borrower will not, nor will it permit any of its Subsidiaries to, acquire, make or enter into, or hold, any Investments except:
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dividends, distributions or other payments (other than on account of taxes) received in cash in respect of such Investment; provided that in no event shall the aggregate amount of any Investment be less than zero; and provided, further, that the amount of any Investment shall not be reduced by reason of any write-off of such Investment, nor increased by way of any increase in the amount of earnings retained in the Person in which such Investment is made that have not been dividended, distributed or otherwise paid out).
SECTION 6.05. Restricted Payments. The Borrower will not, nor will it permit any of its Subsidiaries (other than the Financing Subsidiaries) to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except that:
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(2) and (3), calculated assuming that the Borrower had qualified to be taxed as a RIC, (such lower amount of (i) and (ii), the “Required Payment Amount”); and
(B) the Borrower may make other Restricted Payments if at the time of any such Restricted Payment and after giving effect thereto, (i) no Default shall have occurred and be continuing, and
(ii) the Covered Debt Amount does not exceed 85% of the Borrowing Base after giving effect to
such Restricted Payment (which shall be evidenced through reasonably detailed calculations included in each Borrowing Base Certificate delivered pursuant to Section 5.01(f)); and
For the avoidance of doubt, the Borrower shall not declare any dividend to the extent such declaration violates the provisions of the Investment Company Act that are applicable to it or would be applicable to it if it were then registered as an “investment company” thereunder.
SECTION 6.06. Certain Restrictions on Subsidiaries. The Borrower will not permit any of its Subsidiaries to enter into or suffer to exist any indenture, agreement, instrument or other arrangement (other than the Loan Documents) that prohibits or restrains, in each case in any material respect, or imposes materially adverse conditions upon, the incurrence or payment of Indebtedness, the granting of Liens, the declaration or payment of dividends, the making of loans, advances, guarantees or Investments or the sale, assignment, transfer or other disposition of property, except for any prohibitions or restraints contained in (i) any Indebtedness permitted under Section 6.01(c) or (d) secured by a Permitted Lien; provided that such prohibitions and restraints are applicable by their terms only to the assets that are subject
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to such Lien, (ii) any agreement, instrument or other arrangement pertaining to any sale or other disposition of any asset permitted by this Agreement so long as the applicable restrictions (A) only apply to such assets and (B) do not restrict prior to the consummation of such sale or disposition the creation or existence of the Liens in favor of the Collateral Agent pursuant to the Security Documents or otherwise required by this Agreement, or the incurrence or payment of Indebtedness under this Agreement or the ability of the Borrower and its Subsidiaries to perform any other obligation under any of the Loan Documents and (iii) any agreement, instrument or other arrangement pertaining to Indebtedness of a Financing Subsidiary permitted under Section 6.01(b); provided that any such prohibition or restraint applies only to such Financing Subsidiary and its Subsidiaries (if any) and not, for the avoidance of doubt, to the Obligors.
SECTION 6.07. Certain Financial Covenants.
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SECTION 6.08. Transactions with Affiliates. (a) The Borrower will not, and will not permit any of its Subsidiaries to, enter into any transactions with any of its Affiliates, even if otherwise permitted under this Agreement, except (i) transactions in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary (or, in the case of a transaction between an Obligor and a non-Obligor Subsidiary, not less favorable to such Obligor) than could be obtained at the time on an arm’s-length basis from unrelated third parties, (ii) transactions between or among the Obligors not involving any other Affiliate, (iii) Restricted Payments permitted by Section 6.05, dispositions permitted by Section 6.03(e) and Investments permitted by Section 6.04(e), (iv) the transactions provided in the Affiliate Agreements as the same may be amended in accordance with Section 6.11, (v) existing transactions with Affiliates as set forth in Schedule 6.08, or (vi) the payment of compensation and reimbursement of expenses of directors in a manner consistent with current practice of the Borrower and general market practice, and indemnification to directors in the ordinary course of business.
(b) The Borrower will not, and will not permit any of its Subsidiaries to, enter into any transactions with any issuer of an Affiliate Investment, except transactions in the ordinary course of business that are either (i) at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained at the time on an arm’s-length basis from unrelated third parties or (ii) in the nature of an amendment, supplement or modification to any such Affiliate Investment on terms and conditions that are similar to those obtained by debt or equity investors in similar types of investments in which such investors do not have the controlling equity interest, in each case, as reasonably determined in good faith by the Borrower.
SECTION 6.09. Lines of Business. The Borrower will not, nor will it permit any of its Subsidiaries to, engage to any material extent in any business other than in accordance with the Investment Policies as amended by Permitted Policy Amendments.
SECTION 6.10. No Further Negative Pledge. The Borrower will not, and will not permit any of its Subsidiaries to, enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Obligor to create, incur, assume or suffer to exist any Lien upon any of its properties, assets or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (a) this Agreement and the other Loan Documents; (b) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens on the assets encumbered thereby; (c) customary restrictions contained in leases not subject to a waiver; and (d) any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Secured Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Obligor to secure the Loans or any Hedging Agreement.
SECTION 6.11. Modifications of Indebtedness and Affiliate Agreements. The
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Borrower will not, and will not permit any of its Subsidiaries to, consent to any modification, supplement or waiver of any of the Affiliate Agreements, unless such modification, supplement or waiver is not materially less favorable to the Borrower than could be obtained on an arm’s-length basis from unrelated third parties; provided that the Borrower may terminate its Amended and Restated Investment Management Agreement referenced in clause (a) of the definition of Affiliate Agreements on or after withdrawing its election to be regulated as a “business development company” under the Investment Company Act in accordance with Section 5.10.
The Administrative Agent hereby acknowledges and agrees that the Borrower may, at any time and from time to time, without the consent of the Administrative Agent, freely amend, restate, terminate, or otherwise modify any documents, instruments and agreements evidencing, securing or relating to Indebtedness permitted pursuant to Section 6.01(b), including increases in the principal amount thereof, modifications to the advance rates and/or modifications to the interest rate, fees or other pricing terms; provided that no such amendment, restatement, termination or other modification shall, unless the Borrower complies with the terms of Section 5.08(a)(i) hereof, cause a Financing Subsidiary to fail to be a “Financing Subsidiary” in accordance with the definition thereof.
SECTION 6.12. Payments of Indebtedness. If a Default shall have occurred and be continuing, the Borrower will not, nor will it permit any of its Subsidiaries (other than Financing Subsidiaries) to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of or make any voluntary or involuntary payment or prepayment of the principal of or interest on, or any other amount owing in respect of any Indebtedness.
SECTION 6.13. Modification of Investment Policies. Other than with respect to Permitted Policy Amendments, neither the Parent nor the Borrower will amend, supplement, waive or otherwise modify in any material respect their respective Investment Policies as in effect on the Original Effective Date.
SECTION 6.14. SBIC Guarantee. The Borrower will not, nor will it permit any of its Subsidiaries to, cause or permit the occurrence of any event or condition that would result in any recourse to any Obligor under any Permitted SBIC Guarantee.
SECTION 6.15. Derivative Transactions. The Borrower will not, nor will it permit any of its Subsidiaries (other than a Financing Subsidiary) to, enter into any swap or derivative transactions (including total return swaps) or other similar transactions or agreements, except for Hedging Agreements to the extent permitted pursuant to Sections 6.01(f) and 6.04(c).
SECTION 6.16. Parent Holding Company. The Borrower will not permit the Parent to (i) engage in any business activity other than (w) activities incidental to maintenance of its corporate existence, (x) issuing its own Equity Interests, (y) participation in tax, accounting and other administrative activities as a member of a consolidated group of companies and (z) the payment of dividends on its outstanding common shares, the repurchase
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of its common shares to the extent not involving a breach of Section 6.05 and the payment of interest on or redemption of principal of outstanding indebtedness of the Parent, (ii) own or acquire any assets other than (x) 100% of the Equity Interests of the Borrower, (y) Cash and Cash Equivalents in an aggregate amount not to exceed $50,000,000 held solely in connection with the collateralization of Hedging Agreements entered into by the Parent and (z) Cash and Cash Equivalents necessary to consummate the payment of dividends on its outstanding common shares, the repurchase of its common shares to the extent not involving a breach of Section 6.05 and the payment of interest on or redemption of principal of outstanding indebtedness of the Parent or (iii) incur any liabilities other than (x) Hedging Agreements and (y) unsecured obligations to the extent permitted under the Investment Company Act.
SECTION 6.17. ERISA Plan Assets. The Borrower will not, at any time, permit its assets to be considered to be “plan assets” of any Benefit Plan under ERISA or Section 4975 of the Code or plan assets of any employee benefit plan that is subject to Similar Law.
ARTICLE VII
EVENTS OF DEFAULT
SECTION 7.01. Events of Default. If any of the following events (“Events of Default”) shall occur and be continuing:
Document or any amendment or modification hereof or thereof, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any other Loan Document or any amendment or modification hereof or thereof, shall prove to have been incorrect when made or deemed made in any material respect (except that such materiality qualifier shall not be applicable to any representation or warranty already qualified by materiality or Material Adverse Effect);
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(ii) Section 5.01(f) or (h) or Sections 5.02(b), (c) or (d) and, in the case of this clause (ii), such failure shall continue unremedied for a period of five (5) or more days after any Tennenbaum Party has knowledge of such failure or (iii) any Obligor shall default in the performance of any of its obligations contained in Section 7 of the Guarantee and Security Agreement and, in the case of this clause (iii), such failure shall continue unremedied for a period of five (5) or more Business Days (or, if the Administrative Agent shall agree in its sole discretion, ten (10) Business Days), after the earlier of (A) notice thereof from the Administrative Agent (given at the request of any Lender) to the Borrower and (B) any Tennenbaum Party having knowledge of such failure;
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(i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (h) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Parent, the Borrower or any of the Borrower’s Subsidiaries or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or
(vi) take any action for the purpose of effecting any of the foregoing;
$5,000,000, (ii) there is or arises an Unfunded Pension Liability (taking into account only Plans with positive Unfunded Pension Liability) of $2,500,000 or more, (iii) if the Borrower, any Subsidiary or the ERISA Affiliates were to withdraw from any and all Multiemployer Plans in a complete withdrawal, the aggregate Withdrawal Liability that would be incurred would be in excess of $2,500,000, or (iv) a Lien is imposed under Section 430(k) or 6321 of the Code or under Section 303(k) or 4068 of ERISA, in any case, on asset of the Borrower or any of its Subsidiaries, and such Lien shall not have been released within five (5) Business Days;
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then, and in every such event (other than an event described in clause (h), (i) or (j) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take any of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon
the Commitments shall terminate immediately, (ii) declare the Loans then outstanding to be
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due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder and under the other Loan Documents, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event described in clause (h),
(i) or (j) of this Article, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder and under the other Loan Documents, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower and (iii) without notice of default or demand, pursue and enforce any of the Administrative Agent’s or the Lender’s rights and remedies under the Loan Document, or as otherwise provided under or pursuant to any applicable law or agreement.
Notwithstanding anything to the contrary contained herein, on the CAM Exchange Date, to the extent not otherwise prohibited by law, (a) (i) the Commitments shall automatically and without further act be terminated, (ii) the Lenders shall automatically and without further act be deemed to have exchanged interests in the Designated Obligations such that, in lieu of the interests of each Lender in the Designated Obligations under each Loan in which it shall participate as of such date, such Lender shall own an interest equal to such Lender’s CAM Percentage in the Designated Obligations under each of the Loans, whether or not such Lender shall previously have participated therein, and (b) simultaneously with the deemed exchange of interests pursuant to clause (a) above, the interests in the Designated Obligations to be received in such deemed exchange shall, automatically and with no further action required, be converted into the Dollar Equivalent of such amount (as of the Business Day immediately prior to the CAM Exchange Date) and on and after such date all amounts accruing and owed to the Lenders in respect of such Designated Obligations shall accrue and be payable in Dollars at the rate otherwise applicable hereunder. Each Lender, each Person acquiring a participation from any Lender as contemplated by Section 9.04 and the Borrower hereby consents and agrees to the CAM Exchange. It is understood and agreed that the CAM Exchange, in itself, will not affect the aggregate amount of Designated Obligations owing by the Obligors. The Borrower and the Lenders agree from time to time to execute and deliver to the Administrative Agent all such promissory notes and other instruments and documents as the Administrative Agent shall reasonably request to evidence and confirm the respective interests and obligations of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it in connection with its Loans hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of the Borrower to execute or deliver or of any Lender to accept such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange.
As a result of the CAM Exchange, on and after the CAM Exchange Date, each payment received by the Administrative Agent pursuant to any Loan Document in respect of the Designated Obligations shall be distributed to the Lenders pro rata in accordance with their
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respective CAM Percentages (to be redetermined as of each such date of payment). Any direct payment received by a Lender on or after the CAM Exchange Date, including by way of set-off, in respect of a
Designated Obligation shall be paid over to the Administrative Agent for distribution to the Lenders in accordance herewith.
SECTION 7.02. Performance by the Administrative Agent. Should any Obligor fail to perform any covenant, duty, or agreement contained herein or in any of the other Loan Documents, and such failure results in an Event of Default, the Administrative Agent may, but is not obligated to, perform or attempt to perform such covenant, duty, or agreement on behalf of such Obligor as long as such Event of Default is continuing. In such event, the Obligors will, at the request of the Administrative Agent promptly pay any amount expended by the Administrative Agent in such performance or attempted performance to the Administrative Agent at the Administrative Agent’s Account, together with interest thereon as specified in Section 2.10(de) from the date of such expenditure until paid. Notwithstanding the foregoing, it is expressly understood that neither the Administrative Agent nor any other Secured Party assumes any liability or responsibility for the performance of any duties of any Obligor, or any related Person hereunder or under any of the other Loan Documents or other control over the management and affairs of any Obligor, or any related Person, nor by any such action will the Administrative Agent or any other Secured Party be deemed to create a partnership arrangement with any Obligor or any related Person.
ARTICLE VIII
THE AGENTS
SECTION 8.01. Appointment.
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SECTION 8.02. Capacity as Lender. Each Person serving as an Agent hereunder and under any other Loan Document shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not an Agent, and such
Person and its Affiliates may (without having to account therefor to any other Lender) accept deposits from, lend money to, make investments in and generally engage in any kind of business with any Tennenbaum Party or any Subsidiary or other Affiliate of any Tennenbaum Party as if it were not an Agent hereunder, and such Person and its Affiliates may accept fees and other consideration from such Tennenbaum Party or such Subsidiary or other Affiliate for services in connection with this Agreement or otherwise without having to account for the same to the other Lenders.
SECTION 8.03. Limitation of Duties; Exculpation. No Agent shall have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, (a) no Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) no Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except, solely in the case of the Administrative Agent, discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise upon receipt of and pursuant to specific instruction in writing to do so delivered by the Required Lenders (or such other number or percentage of Lenders as is expressly provided for herein or in the other Loan Documents); provided that the Administrative Agent is not required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including, for the avoidance of doubt, any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law, and (c) except as expressly set forth herein and in the other Loan Documents, no Agent shall have any duty to disclose, nor shall any Agent be liable for the failure to disclose, any information relating to the Parent, the Borrower or any of their respective Subsidiaries that is communicated to or obtained by any Person serving as an Agent or any of its Affiliates in any capacity. No Agent shall be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as such Agent shall believe in good faith shall be necessary, including under the circumstances as provided in Section 9.02 or Article VIII of this Agreement) or in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by a final and non-appealable judgment. No Agent shall be deemed to have knowledge of any Default unless and until written notice thereof is given to such Agent by the Borrower or a Lender, and no Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein, (iv) the
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validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of any Lien purported to be created by the Loan Documents or the value or the sufficiency of any Collateral or (vi) the satisfaction of any condition set forth in Article IV or elsewhere herein or therein, other than to confirm receipt of items expressly required to be delivered to such Agent. Notwithstanding anything to the contrary contained herein, in no event shall the Administrative Agent be liable or responsible in any way or manner for the failure to obtain or receive an IVP External Unquoted Value for any asset or for the failure to send any notice required under Section 5.12(b)(ii)(B)(x).
SECTION 8.04. Reliance. Each Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed or sent by or on behalf of the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by or on behalf of the proper Person or Persons, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent has received notice to the contrary from such Lender prior to the making of such Loan. Each Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.
SECTION 8.05. Sub-Agents. Each Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by such Agent. Each Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of any Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as an Agent. No Agent is responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that such Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.
SECTION 8.06. Resignation; Successor Administrative Agent. The Administrative Agent may resign at any time by notifying the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right, with the consent of the Borrower not to be unreasonably withheld (provided that no such consent shall be required if an Event of Default has occurred and is continuing), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent’s resignation shall nonetheless become effective except that in the case of any collateral security held by the Administrative Agent on
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behalf of the Lenders under any of the Loan Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and
(2) the Required Lenders shall perform the duties of the Administrative Agent (and all payments and communications provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly) until such time as the Required Lenders appoint a successor agent as provided for above in this paragraph. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the
Administrative Agent’s resignation hereunder or under any other Loan Document, the provisions of this Article VIII and Section 9.03 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Administrative Agent. The Collateral Agent may resign in accordance with the Guarantee and Security Agreement.
SECTION 8.07. Reliance by Lenders. Each Lender acknowledges that it has, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.
SECTION 8.08. Modifications to Loan Documents. Except as otherwise provided in Section 9.02(b) or 9.02(c) with respect to this Agreement, the Administrative Agent may, with the prior consent of the Required Lenders (or such other number or percentage of Lenders as is expressly provided for herein or in the other Loan Documents) (but not otherwise), consent to any modification, supplement or waiver under any of the Loan Documents; provided that, without the prior consent of each Lender, no Agent shall (except as provided herein or in the Security Documents) release all or substantially all of the Collateral or otherwise terminate all or substantially all of the Liens under any Security Document providing for collateral security, agree to additional obligations being secured by all or substantially all of such collateral security, or alter the relative priorities of the obligations entitled to the benefits of the Liens created under the Security Documents with respect to all or substantially all of the Collateral, except that no such consent shall be required, and each Agent is hereby authorized, to release any Lien covering property that is the subject of either (x) a disposition of property permitted hereunder (which release described in this clause (x) shall be automatic and require no further action from any party) or (y) a disposition to which the Required Lenders (or such larger percentage of Lenders as shall be required under Section 9.02(b) or (c)) have consented.
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SECTION 8.09. Indemnification by Lenders. To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. Without limiting the provisions of Section 2.14(a) or (c), each Lender shall, and does hereby, agree severally to indemnify the Administrative Agent, and shall make payable in respect thereof within 10 days after demand therefor, (i) against any and all Taxes attributable to such Lender and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) in each case attributable to such Lender (collectively, “Tax Damages”) incurred by or asserted against the Administrative Agent by the IRS or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold Tax from amounts paid to or for the account of such Lender for any reason (including because the appropriate form was not delivered or not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of withholding tax ineffective) (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Taxes and Tax Damages and without limiting the obligation of the Borrower to do so pursuant to and in accordance with Section 2.14(c)), and (ii)
Tax Damages attributable to such Lender’s failure to comply with the provisions of Section 9.04 relating to the maintenance of a Participant Register. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this paragraph. The agreements in this paragraph shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other obligations.
SECTION 8.10. Certain ERISA Matters.
14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions
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involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96- 23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement,
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For purposes of this Section 8.10, the following definitions apply to each of the capitalized terms below:
“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.
“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.
SECTION 8.11. Arranger and Bookrunner. The Arranger and the Bookrunner shall not have obligations or duties whatsoever in such capacities under this Agreement or any other Loan Document and shall incur no liability hereunder or thereunder in such capacities, but the Arranger and the Bookrunner shall have the benefit of the indemnities provided for hereunder.
SECTION 8.12. Collateral Matters.
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SECTION 8.13. Third Party Beneficiaries. The provisions of this Article VIII are solely for the benefit of the Secured Parties, and no Obligor will have rights as a third party beneficiary of any of such provisions.
SECTION 8.14. Administrative Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Borrower, the Administrative Agent (irrespective of whether the principal of any Loan will then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent has made any demand on the Borrower) will be entitled and empowered, by intervention in such proceeding or otherwise:
and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent consents to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent hereunder.
Nothing contained herein is deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.
SECTION 8.15. Credit Bidding. The Secured Parties hereby irrevocably authorize the Collateral Agent, at the direction of the Required Lenders, to credit bid all or any
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portion of the Secured Obligations (including by accepting some or all of the Collateral in satisfaction of some or all of the Secured Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code, including under Sections 363, 1123 or 1129 of the Bankruptcy Code, or any similar laws in any other jurisdictions to which an Obligor is subject, or (b) at any other sale, foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) the Collateral Agent (whether by judicial action or otherwise) in accordance with any applicable law and the terms of the Loan Documents. In connection with any such credit bid and purchase, the Secured Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid by the Collateral Agent at the direction of the Required Lenders on a ratable basis (with Secured Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that shall vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) for the asset or assets so purchased (or for the equity interests or debt instruments of the acquisition vehicle or vehicles that are issued in connection with such purchase). In connection with any such bid, (i) the Collateral Agent shall be authorized to form one or more acquisition vehicles and to assign any successful credit bid to such acquisition vehicle or vehicles, (ii) each of the Secured Parties’ ratable interests in the Secured Obligations which were credit bid shall be deemed without any further action under this Agreement to be assigned to such vehicle or vehicles for the purpose of closing such sale, (iii) the Collateral Agent shall be authorized to adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions by the Collateral Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or equity interests thereof, shall be governed, directly or indirectly, by, and the governing documents shall provide for, control by the vote of the Required Lenders or their permitted assignees under the terms of this Agreement or the governing documents of the applicable acquisition vehicle or vehicles, as the case may be, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in Section 9.02 of this Agreement), (iv) the Collateral Agent on behalf
of such acquisition vehicle or vehicles shall be authorized to issue to each of the Secured Parties, ratably on account of the relevant Secured Obligations which were credit bid, interests, whether as equity, partnership, limited partnership interests or membership interests, in any such acquisition vehicle and/or debt instruments issued by such acquisition vehicle, all without the need for any Secured Party or acquisition vehicle to take any further action, and (v) to the extent that Secured Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Secured Obligations assigned to the acquisition vehicle exceeds the amount of Secured Obligations credit bid by the acquisition vehicle or otherwise), such Secured Obligations shall automatically be reassigned to the Secured Parties pro rata with their original interest in such Secured Obligations and the equity interests and/or debt instruments issued by any acquisition vehicle on account of such Secured Obligations shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further action. Notwithstanding that the ratable portion of the Secured Obligations of each Secured Party are
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deemed assigned to the acquisition vehicle or vehicles as set forth in clause (ii) above, each Secured Party shall execute such documents and provide such information regarding the Secured Party (and/or any designee of the Secured Party which will receive interests in or debt instruments issued by such acquisition vehicle) as the Collateral Agent may reasonably request in connection with the formation of any acquisition vehicle, the formulation or submission of any credit bid or the consummation of the transactions contemplated by such credit bid.
SECTION 8.16. Non-Extending Lenders. The Administrative Agent may treat any Revolving Loans and Revolving Credit Exposure of the Non-Extending Lenders that are outstanding at any time on or after the Non-Extended Revolver Termination Date as a distinct Class of Revolving Loans and Revolving Credit Exposure from any outstanding Commitments, Loans and Credit Exposure of the Extending Lenders; provided that any such treatment is solely for administrative purposes and will not affect any Lender’s rights or obligations hereunder.
SECTION 8.17. Non-Receipt of Funds by Administrative Agent; Erroneous
Payments.
Person who has received funds on behalf of a Lender or Secured Party (any such Lender, Secured Party or other recipient, a “Payment Recipient”) that the Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds received by such Payment Recipient from the Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender, Secured Party or other Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Administrative Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent, and such Lender or Secured Party shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two Business Days thereafter, return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds
(in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Administrative Agent in same day funds at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. A notice of the Administrative Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error.
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(the “Erroneous Payment Impacted Class”) in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the Loans (but not Commitments) of the Erroneous Payment Impacted Class, the “Erroneous Payment Deficiency Assignment”) at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Administrative Agent in such instance), and is hereby (together with the Borrower) deemed to execute and deliver an Assignment and Assumption (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by
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reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and such parties are participants) with respect to such Erroneous Payment Deficiency Assignment, and such Lender shall deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent, (ii) the Administrative Agent as the assignee Lender shall be deemed to acquire the Erroneous Payment Deficiency Assignment, (iii) upon such deemed acquisition, the Administrative Agent as the assignee Lender shall become a Lender hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender shall cease to be a Lender hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable Commitments which shall survive as to such assigning Lender and (iv) the Administrative Agent may reflect in the Register its ownership interest in the Loans subject to the Erroneous Payment Deficiency Assignment. The Administrative Agent may, in its discretion, sell any Loans acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and the Administrative Agent shall retain all other rights, remedies and claims against such Lender (and/or against any recipient that receives funds on its respective behalf). For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitments of any Lender and such Commitments shall remain available in accordance with the terms of this Agreement. In addition, each party hereto agrees that, except to the extent that the Administrative Agent has sold a Loan (or portion thereof) acquired pursuant to an Erroneous Payment Deficiency Assignment, and irrespective of whether the Administrative Agent may be equitably subrogated, the Administrative Agent shall be contractually subrogated to all the rights and interests of the applicable Lender or Secured Party under the Loan Documents with respect to each Erroneous Payment Return Deficiency (the “Erroneous Payment Subrogation Rights”).
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ARTICLE IX
MISCELLANEOUS
SECTION 9.01. Notices; Electronic Communications.
Special Value Continuation Partners LLC 2951 28th Street, Suite 1000
Santa Monica, CA 90405
Attention: Howard M. Levkowitz, CEO Telephone: (310) 566-1004
Facsimile: (310) 566-1010
E-Mail: howard@tennenco.com
with a copy to (which shall not constitute notice): Tennenbaum Capital Partners, LLC
2951 28th Street, Suite 1000 Santa Monica, CA 90405
Attention: Elizabeth Greenwood, Managing Director Telephone: (310) 566-1043
Facsimile: (310) 921-5614
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E-Mail: liz.greenwood@tennenbaumcapital.com
1133 Avenue of the Americas New York, New York 10036 Attention: Dominik Breuer Telephone: (646) 424-6269
Facsimile: (646) 424-6919
E-Mail: DLNYCLoanAgencyTeam@ing.com;
Dominik.Breuer@ing.com
with a copy, which shall not constitute notice, to: Dechert LLP
1095 Avenue of the Americas New York, New York 10036 Attention: Jay R. Alicandri, Esq. Telephone: (212) 698-3800
Facsimile: (212) 698-3599
E-Mail: jay.alicandri@dechert.com
Any party hereto may change its address, telecopy number or e-mail address for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt. Notices delivered through electronic communications to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b).
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Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement); provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.
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ELECTRONIC PLATFORM AND THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE APPLICABLE PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE APPROVED ELECTRONIC PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT, ANY ARRANGER, ANY BOOKRUNNER OR ANY OF THEIR RESPECTIVE RELATED PARTIES (COLLECTIVELY, “APPLICABLE PARTIES”) HAVE ANY LIABILITY TO ANY OBLIGOR, ANY LENDER OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY OBLIGOR’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET OR THE APPROVED ELECTRONIC PLATFORM.
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SECTION 9.02. Waivers; Amendments.
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provided, further, that (x) no such agreement shall amend, modify or otherwise affect the rights or duties of any Agent hereunder without the prior written consent of such affected Agent, and (y) the consent of Lenders holding not less than two-thirds of the total Revolving Credit Exposures and unused Commitments will be required for (A) any change adverse to the Lenders affecting the provisions of this Agreement relating to the Borrowing Base (including the definitions used therein), or the provisions of Section 5.12(b)(ii), and (B) any release of any material portion of the Collateral other than for fair value or as otherwise permitted hereunder or under the other Loan Documents.
Anything in this Agreement to the contrary notwithstanding, no waiver or modification of any provision of this Agreement or any other Loan Document that could reasonably be expected to adversely affect the Lenders of any Class in a manner that does not affect all Classes equally shall be effective against the Lenders of such Class unless the Required Lenders of such Class shall have concurred with such waiver, amendment or modification as provided above; provided, however, for the avoidance of doubt, in no other circumstances shall the concurrence of the Required Lenders of a particular Class be required for any waiver, amendment or modification of any provision of this Agreement or any other Loan Document. Anything in this Agreement to the contrary notwithstanding, this Agreement may be amended by the Borrower with the consent of the Administrative Agent and any Non-Extending Lender (but without the consent of any other Lender) for the sole purpose of extending the Commitments of such Non-Extending Lender so that such Non-Extending Lender becomes an Extending Lender hereunder. Any Non-Extending Lender that has had all of its obligations under this Agreement and each other Loan Document paid in full shall cease to be a Lender under the Loan Documents following the earlier to occur of
(i) the Non-Extended Maturity Date and (ii) the termination of such Non-Extending Lender’s Commitment in its entirety pursuant to Section 2.06(f), except with respect to any provision applicable to such Non-Extending Lender that expressly survives the termination of a Loan Document.
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pursuant to an agreement or agreements in writing entered into by the Borrower, and by the Collateral Agent with the consent of the Required Lenders; provided that, subject to Section 2.16(b), (i) without the written consent of the holders exceeding 67% of the total Revolving Credit Exposures and unused Commitments, no such waiver, amendment or modification to the Guarantee and Security Agreement shall (A) release any Obligor representing more than 10% of the Stockholders’ Equity from its obligations under the Security Documents, (B) release any guarantor representing more than 10% of the Stockholders’ Equity under the Guarantee and Security Agreement from its guarantee obligations thereunder, or (C) amend the definition of “Collateral” under the Security Documents (except to add additional collateral) and (ii) without the written consent of each Lender, no such agreement shall (W) release all or substantially all of the Obligors from their respective obligations under the Security Documents, (X) release all or substantially all of the collateral security or otherwise terminate all or substantially all of the Liens under the Security Documents, (Y) release all or substantially all of the guarantors under the Guarantee and Security Agreement from their guarantee obligations thereunder, or (Z) alter the relative priorities of the obligations entitled to the Liens created under the Security Documents (except in connection with securing additional obligations equally and ratably with the Loans and other obligations hereunder) with respect to the collateral security provided thereby, including pursuant to Section 8.06 of the Guarantee and Security Agreement; except that no such consent described in clause (i) or (ii) above shall be required, and the Administrative Agent is hereby authorized (and so agrees with the Borrower) to direct the Collateral Agent under the Guarantee and Security Agreement, to release any Lien covering property (and to release any such guarantor) that is the subject of either a disposition of property permitted hereunder or a disposition to which the Required Lenders (or the required number or percentage of Lenders as is expressly provided for herein or in the other Loan Documents) have consented, or otherwise in accordance with Section 9.15.
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SECTION 9.03. Expenses; Indemnity; Damage Waiver.
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The Borrower shall not be liable to any Indemnitee for any special, indirect, consequential or punitive damages (as opposed to direct or actual damages (other than in respect of any such damages incurred or paid by an Indemnitee to a third party)) arising out of, in connection with, or as a result of the Transactions asserted by an Indemnitee against the Borrower or any other Obligor; provided that the foregoing limitation shall not be deemed to impair or affect the obligations of the Borrower under the preceding provisions of this subsection.
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has advised, is currently advising or will advise any Tennenbaum Party or any of their respective Subsidiaries, their equity holders or their affiliates on other matters) and (y) each Lender is acting hereunder solely as principal and not as the agent or fiduciary of any Tennenbaum Party or any of their respective Subsidiaries, their management, their equity holders or any other Person. The Borrower, on behalf of itself and the other Obligors, acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower, on behalf of itself and the other Obligors, agrees that it will not claim that any Lender has rendered advisory services hereunder of any nature or respect, or owes a fiduciary duty to it or any of its Subsidiaries, in each case, in connection with such transactions contemplated hereby or the process leading thereto.
SECTION 9.04. Successors and Assigns.
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rights or obligations under this Agreement that does not comply with this Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (f) of this Section.
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Each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding senior Indebtedness of any SPC, it will not institute against, or join any other person
in instituting against, such SPC, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States or any State thereof, in respect of claims arising out of this Agreement; provided that the Granting Lender for each SPC hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage and expense arising out of any such party’s inability to institute any such proceeding against its SPC. In addition, notwithstanding anything to the contrary contained in this Section, any SPC may (i) without the prior written consent of the Borrower and the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to its Granting Lender or to any financial institutions providing liquidity and/or credit facilities to or for the account of such SPC to fund the Loans made by such SPC or to support the securities (if any) issued by such SPC to fund such Loans (but nothing contained herein shall be construed in derogation of the obligation of the Granting Lender to make Loans hereunder); provided that neither the consent of the SPC nor of any such assignee shall be required for amendments or waivers hereunder except for those amendments or waivers for which the consent of participants is required under paragraph (f) below, and (ii) disclose on a confidential basis (in the same manner described in Section 9.13(b)) any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of a surety, guarantee or credit or liquidity enhancement to such SPC.
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interest of each Participant’s interest in the Loans or other obligations under the Loan Documents (each a “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in each Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as the Administrative Agent) shall have no responsibility for maintaining a Participant Register.
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SECTION 9.05. Survival. All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates or other instruments delivered in
connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that any Agent or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid and so long as the Commitments have not expired or terminated. The provisions of Sections 2.12, 2.13, 2.14 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Commitments or the
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termination of this Agreement or any provision hereof.
SECTION 9.06. Counterparts; Integration; Effectiveness; Electronic Execution.
SECTION 9.07. Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.
SECTION 9.08. Right of Set-off. In addition to any rights and remedies of the Agents and the Lenders provided by law, if an Event of Default shall have occurred and be continuing, each Agent, each Lender and each of their respective Affiliates is hereby authorized at
any time and from time to time, without prior notice to the Borrower or any other Obligor, any such notice being waived by the Borrower (on its own behalf, on behalf of its Subsidiaries and on behalf of each Obligor) to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever Currency) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of any Obligor against any of and all the obligations of any Obligor now
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or hereafter existing under this Agreement or any other Loan Document held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations may be contingent or unmatured, or are owed to a branch, office or Affiliate of such Lender different from the branch, office or Affiliate holding such deposit or obligated on such Indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender or Affiliate may have; provided that in the event that any Defaulting Lender exercises any such right of setoff, (a) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.15 and, pending such payment, will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (b) the Defaulting Lender will provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.
SECTION 9.09. Governing Law; Jurisdiction; Etc.
to this Agreement in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an
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inconvenient forum to the maintenance of such action or proceeding in any such court.
SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
SECTION 9.11. Judgment Currency. This is an international loan transaction in which the specification of Dollars or any Foreign Currency, as the case may be (the “Specified Currency”) and payment in New York City or the country of the Specified Currency (the “Specified Place”) is of the essence, and the Specified Currency shall be the currency of account in all events relating to Loans denominated in the Specified Currency. Subject to Section 2.15(a), the payment obligations of the Borrower under this Agreement shall not be discharged or satisfied by an amount paid in another currency or in another place, whether pursuant to a judgment or otherwise, to the extent that the amount so paid on conversion to the Specified Currency and transfer to the Specified Place under normal banking procedures does not yield the amount of the Specified Currency in the Specified Place due hereunder. If for the purpose of obtaining judgment in any court it is necessary to convert a sum due hereunder in the Specified Currency into another currency (the “Second Currency”), the rate of exchange that shall be applied shall be the rate at which in accordance with normal banking procedures the Administrative Agent could purchase the Specified Currency with the Second Currency on the Business Day next preceding the day on which such judgment is rendered. The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent or any Lender hereunder or under any other Loan Document (in this Section called an “Entitled Person”) shall, notwithstanding the rate of exchange actually applied in rendering such judgment, be discharged only to the extent that on the Business Day following receipt by such Entitled Person of any sum adjudged to be due hereunder in the Second Currency such Entitled Person may in accordance with normal banking procedures purchase and transfer to the Specified Place the Specified Currency with the amount of the Second Currency so adjudged to be due; and the Borrower hereby, as a separate obligation and notwithstanding any such judgment, agrees to
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indemnify such Entitled Person against, and to pay such Entitled Person
on demand, in the Specified Currency, the amount (if any) by which the sum originally due to such Entitled Person in the Specified Currency hereunder exceeds the amount of the Specified Currency so purchased and transferred.
SECTION 9.12. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.
SECTION 9.13. Treatment of Certain Information; Confidentiality.
(b) to the extent requested by any regulatory authority purporting to have jurisdiction over it or its Affiliates (including any self-regulatory authority), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement, or (ii) any actual or prospective counterparty (or its advisors) to any swap, derivative or securitization transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower, (h) on a confidential basis to (i) any insurer, (ii) any rating agency in
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connection with rating the Borrower or its Subsidiaries or the Loans and (iii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the Loans, (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower who, to the
applicable recipient’s actual knowledge, did not acquire such information as a result of a breach of this Section or (j) in connection with the Lenders’ right to grant a security interest pursuant to Section 9.04(h) to the Federal Reserve Bank or any other central bank, or subject to an agreement containing provisions substantially the same as those of this Section, to any other pledgee or assignee pursuant to Section 9.04(h).
For purposes of this Section, “Information” means all information received from the Borrower or any of its Subsidiaries relating to the Borrower or any of its Subsidiaries or any of their respective businesses (including any Portfolio Investments), other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower or any of its Subsidiaries, provided that, in the case of information received from the Borrower or any of its Subsidiaries after the Original Effective Date, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.
SECTION 9.14. USA PATRIOT Act. Each Lender hereby notifies the Borrower that pursuant to the requirements of the USA PATRIOT Act, it is required to obtain, verify and record information that identifies each Obligor, which information includes the name and address of each Obligor and other information that will allow such Lender to identify such Obligor in accordance with the USA PATRIOT Act. The Obligors shall, promptly following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation (including, without limitation, delivery to such Lender of a Beneficial Ownership Certification).
SECTION 9.15. Termination. Promptly upon the Termination Date, the Administrative Agent shall direct the Collateral Agent to, on behalf of the Administrative Agent, the Collateral Agent and the Lenders, deliver to Borrower such termination statements and releases and other documents necessary or appropriate to evidence the termination of this Agreement, the other Loan Documents, and each of the documents securing the obligations hereunder as the Borrower may reasonably request, all at the sole cost and expense of the Borrower.
SECTION 9.16. Acknowledgment and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other
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agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:
applicable:
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SECTION 9.17. Interest Rate Limitation. Notwithstanding anything to the
contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable law (the “Maximum Rate”). If Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the obligations hereunder.
SECTION 9.18. Acknowledgment Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Hedging Agreements or any other agreement or instrument that is a QFC (such support, “QFC Credit Support” and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):
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Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.
meanings:
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SECTION 9.19. Amendment and Restatement. On the Restatement Effective Date, the Existing Credit Agreement shall be amended and restated in its entirety by this Agreement, and the Existing Credit Agreement shall thereafter be of no further force and effect, except to evidence (i) the incurrence by the Borrower of the obligations under the Existing Credit Agreement (whether or not such obligations are contingent as of the Restatement Effective Date),
(ii) the representations and warranties made by the Borrower prior to the Restatement Effective Date and (iii) any action or omission performed or required to be performed pursuant to such Existing Credit Agreement prior to the Restatement Effective Date (including any failure, prior to the Restatement Effective Date, to comply with the covenants contained in such Existing Credit Agreement). The amendments and restatements set forth herein shall not cure any breach thereof or any “Default” or “Event of Default” under and as defined in the Existing Credit Agreement prior to the Restatement Effective Date. It is the intention of each of the parties hereto that the
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2088453-NYCSR07A - MSW
Existing Credit Agreement be amended and restated hereunder so as to preserve the perfection and priority of all Liens securing the Secured Obligations under the Loan Documents and that all Secured Obligations of the Borrower and the Subsidiary Guarantors hereunder shall continue
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to be secured by Liens evidenced under the Security Documents, and that this Agreement does not constitute a novation or termination of the Indebtedness and obligations existing under the Existing Credit Agreement. The terms and conditions of this Agreement and the Administrative Agent’s and the Lenders’ rights and remedies under this Agreement and the other Loan Documents shall apply to all of the obligations incurred under the Existing Credit Agreement. This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver, whether or not similar and, unless specifically amended hereby or by any other Loan Document, each of the Loan Documents shall continue in full force and effect and, from and after the Restatement Effective Date, all references to the “Credit Agreement” contained therein shall be deemed to refer to this Agreement.
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ANNEX B
Exhibit D
(See attached)
EXHIBIT D
FORM OF BORROWING REQUEST
, 20
To: Dominik Breuer
ING Capital LLC,
as Administrative Agent for the Lenders party to the Credit Agreement referred to below
1133 Avenue of the Americas New York, NY 10036
Re: Amended & Restated Senior Secured Revolving Credit Agreement, dated as of May 6, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Special Value Continuation Partners LLC (the “Borrower”), the Lenders from time to time party thereto, and ING Capital LLC (“ING”), as administrative agent and collateral agent (in such capacity, the “Administrative Agent”).
Ladies and Gentlemen:
Unless otherwise defined herein, capitalized terms used herein shall have the meanings attributable thereto in the Credit Agreement. This Borrowing Request is subject to the terms of the Credit Agreement.
The Borrower hereby gives you irrevocable notice, pursuant to Section 2.03 of the Credit Agreement, that the Borrower hereby requests that Loans, as specified below, under the Credit Agreement be made, and in that connection set forth below is the information related to the proposed borrowing (the “Proposed Borrowing”) as required by Section 2.03 of the Credit Agreement:
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ABR Borrowing
SOFR Borrowing RFR Borrowing
1 month
3 months
6 months1
Bank Name:
ABA Routing Number:
Account Number:
Account Name:
Reference:
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1 6 months Interest Period is not available for Eurocurrency Borrowings in Canadian Dollars.
The Borrower has caused this Borrowing Request to be executed and delivered by its duly authorized officer as of the date first written above.
SPECIAL VALUE CONTINUATION PARTNERS LLC
By: Tennenbaum Capital Partners, LLC Its: Investment Manager
By:
Name:
Title: Managing Director
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[Signature Page to Borrowing Request]
Annex I to Borrowing Request CALCULATION OF APPLICABLE MARGIN
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2 Where the ratio is greater than or equal to 1.85.
3 Where the ratio is less than 1.85.
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Exhibit 31.1
Certification of Chief Executive Officer
of Periodic Report Pursuant to Rule 13a-14(a) and Rule 15d-14(a)
I, Rajneesh Vig, certify that:
Date: November 2, 2023 |
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By: |
/s/ Rajneesh Vig |
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Rajneesh Vig |
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Chief Executive Officer (Principal Executive Officer) |
Exhibit 31.2
Certification of Chief Financial Officer
of Periodic Report Pursuant to Rule 13a-14(a) and Rule 15d-14(a)
I, Erik L. Cuellar, certify that:
Date: November 2, 2023 |
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By: |
/s/ Erik L. Cuellar |
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Erik L. Cuellar |
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Chief Financial Officer (Principal Financial Officer) |
Exhibit 32.1
Certification of Chief Executive Officer and Chief Financial Officer
Pursuant to
18 U.S.C. Section 1350
In connection with the Quarterly Report on Form 10-Q of BlackRock TCP Capital Corp. (the “Company”) for the quarter ended September 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Rajneesh Vig, as Chief Executive Officer of the Company, and Erik L. Cuellar, as Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:
Date: November 2, 2023 |
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By: |
/s/ Rajneesh Vig |
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Rajneesh Vig |
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Chief Executive Officer (Principal Executive Officer) |
Date: November 2, 2023 |
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By: |
/s/ Erik L. Cuellar |
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Erik L. Cuellar |
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Chief Financial Officer (Principal Financial Officer) |
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to BlackRock TCP Capital Corp. and will be retained by BlackRock TCP Capital Corp. and furnished to the Securities and Exchange Commission or its staff upon request.