BlackRock Capital Investment Corp: M&A transaction — BlackRock TCP Capital completes acquisition of BlackRock Capital Investment; combined company trades as TCPC

BlackRock Capital Investment Corp

BCIC stockholders receive 0.3834 TCPC shares per BCIC share; TCPC issues ~27.8M shares.
Legacy TCPC shareholders own ~67.5% and former BCIC shareholders own ~32.5% of combined company.
Advisor agrees to reduce base management fee from 1.50% to 1.25% on assets ≤200% of NAV.
Advisor to waive fees if adjusted NII per share below $0.32 for any of first four quarters post-close.
BCIC shares delisted from Nasdaq; trading halted after March 18 close.

item 2.01 item 3.01 item 3.03 item 5.01 item 5.02 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

BlackRock Capital Investment Corp underwent a change of control involving BlackRock TCP Capital Corp. for 0.3834 shares of TCPC’s common stock (closed 2024-03-18).

Action: change of control
Counterparty: BlackRock TCP Capital Corp.
Consideration: 0.3834 shares of TCPC’s common stock
Closing: 2024-03-18

Exact text from the filing

with the terms of the Merger Agreement, at the effective time of the Merger, each outstanding share of the Company’s common stock was converted into the right to receive 0.3834 shares of TCPC’s common stock (with the Company’s stockholders receiving cash in lieu of fractional shares of TCPC’s common stock). As a result of the Merger, TCPC issued an

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Source: SEC EDGAR

accession 0001140361-24-013941

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