--- schema_version: "secwatch.filing_event.v1" accession: "0001140361-24-013943" form_type: "8-K" ticker: "TCPC" cik: "0001370755" company_name: "BlackRock TCP Capital Corp." filed_at: "2024-03-18T23:59:59+00:00" generated_at: "2026-06-04T14:46:05.968716+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # BlackRock TCP Capital closes merger with BCIC; combined company trades as TCPC ## Summary - BCIC shareholders receive 0.3834 TCPC shares per BCIC share; combined ownership 67.5% legacy TCPC, 32.5% former BCIC. - Base management fee reduced from 1.50% to 1.25% on assets <=200% of NAV; fee waiver if adjusted NII <$0.32/share for four post-merger quarters. - Two independent directors retired (M. Freddie Reiss, Peter Schwab), replaced by Maureen Usifer and John Baron; Nik Singhal appointed COO. - Successor company assumed $265M credit facility (matures 2027) and $92M in senior notes (Tranche A $35M at 6.85%, Tranche B $57M floating). - Dividend reinvestment plan approved effective March 18, 2024; automatic cash dividends unless stockholders opt in to reinvestment. ## SEC filing metadata - accession: 0001140361-24-013943 - form_type: 8-K - ticker: TCPC - cik: 0001370755 - company_name: BlackRock TCP Capital Corp. - filed_at: 2024-03-18T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 1.01, 2.01, 2.03, 5.02, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1370755/000114036124013943/0001140361-24-013943-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1370755/000114036124013943/ef20024232_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001140361-24-013943 - JSON: https://secwatch.observer/filing/0001140361-24-013943.json - Plain text: https://secwatch.observer/filing/0001140361-24-013943.txt ## Key facts - Debt Financings BlackRock TCP Capital Corp. incurred senior notes of $57,000,000 with certain institutional investors at Secured Overnight Financing Rate plus 3.14% maturing December 9, 2025. - Instrument: senior notes - Principal: $57,000,000 - Counterparty: certain institutional investors - Rate: Secured Overnight Financing Rate plus 3.14% - Maturity: December 9, 2025 - Event: incurrence source text: (b) $57,000,000 aggregate principal amount of BCIC's Floating Rate Series 2022A Senior Notes, Tranche B due December 9, 2025 (the "Tranche B Notes" and, collectively with the Tranche A Notes, the "Notes") evidence_url: https://www.sec.gov/Archives/edgar/data/1370755/000114036124013943/0001140361-24-013943-index.htm - Debt Financings BlackRock TCP Capital Corp. amended credit facility of $265 million with Citibank, N.A. at SOFR rate plus Applicable Margin maturing September 6, 2027. - Instrument: credit facility - Principal: $265 million - Counterparty: Citibank, N.A. - Rate: SOFR rate plus Applicable Margin - Maturity: September 6, 2027 - Event: amendment source text: On March 18, 2024, BCIC Merger Sub, LLC, a Delaware limited liability company (the "Successor Company"), an indirect wholly-owned subsidiary of BlackRock TCP Capital Corp., a Delaware corporation (the "Company"), entered into an assumption agreement (the "Credit Assumption Agreement"), effective as of the closing of the Merger (as defined below). The Credit Assumption Agreement relates to the Successor Company's assumption of that certain Second Amended and Restated Senior Secured Revolving Credit Agreement, originally entered into on February 19, 2016 (as amended as of August 8, 2016, June 5, 2017, March 15, 2018, August 30, 2019, May 22, 2020, April 23, 2021, April 26, 2023 and September 6, 2023, and as further amended from time to time, the "Credit Facility"), by and among BCIC (as defined below), as borrower, Citibank, N.A., as administrative agent and the other parties thereto. Currently, the commitment under the Credit Facility is $265 million; however, the commitment can also be evidence_url: https://www.sec.gov/Archives/edgar/data/1370755/000114036124013943/0001140361-24-013943-index.htm - Debt Financings BlackRock TCP Capital Corp. incurred senior notes of $35,000,000 with certain institutional investors at 6.85% maturing December 9, 2025. - Instrument: senior notes - Principal: $35,000,000 - Counterparty: certain institutional investors - Rate: 6.85% - Maturity: December 9, 2025 - Event: incurrence source text: the Successor Company entered into an assumption agreement (the "Note Assumption Agreement"), effective as of the closing of the Merger. The Note Assumption Agreement relates to the Successor Company's assumption of (a) $35,000,000 aggregate principal amount of BCIC's 6.85% Series 2022A Senior Notes, Tranche A, due December 9, 2025 (the "Tranche A Notes") evidence_url: https://www.sec.gov/Archives/edgar/data/1370755/000114036124013943/0001140361-24-013943-index.htm - Executive change Maureen K. Usifer was appointed as Independent Director at BlackRock TCP Capital Corp.. - Action: appointed - Role: Independent Director source text: the Board of the Company appointed Maureen K. Usifer and John R. Baron to the Board of the Company, to serve as Independent Directors, effective upon the closing of the Merger. evidence_url: https://www.sec.gov/Archives/edgar/data/1370755/000114036124013943/0001140361-24-013943-index.htm - Executive change John R. Baron was appointed as Independent Director at BlackRock TCP Capital Corp.. - Action: appointed - Role: Independent Director source text: the Board of the Company appointed Maureen K. Usifer and John R. Baron to the Board of the Company, to serve as Independent Directors, effective upon the closing of the Merger. evidence_url: https://www.sec.gov/Archives/edgar/data/1370755/000114036124013943/0001140361-24-013943-index.htm - Executive change Peter Schwab retired as Independent Director at BlackRock TCP Capital Corp.. - Action: retired - Role: Independent Director source text: M. Freddie Reiss and Peter Schwab retired from the Board of Directors (the “Board”) of the Company, effective upon the closing of the Merger. evidence_url: https://www.sec.gov/Archives/edgar/data/1370755/000114036124013943/0001140361-24-013943-index.htm - Executive change Nik Singhal was appointed as Chief Operating Officer at BlackRock TCP Capital Corp.. - Action: appointed - Role: Chief Operating Officer source text: the Board of the Company appointed Nik Singhal as Chief Operating Officer (“COO”) of the Company, with the appointment effective immediately. evidence_url: https://www.sec.gov/Archives/edgar/data/1370755/000114036124013943/0001140361-24-013943-index.htm - Executive change M. Freddie Reiss retired as Independent Director at BlackRock TCP Capital Corp.. - Action: retired - Role: Independent Director source text: M. Freddie Reiss and Peter Schwab retired from the Board of Directors (the “Board”) of the Company, effective upon the closing of the Merger. evidence_url: https://www.sec.gov/Archives/edgar/data/1370755/000114036124013943/0001140361-24-013943-index.htm - M&A Transactions BlackRock TCP Capital Corp. completed an acquisition involving BlackRock Capital Investment Corporation (closed 2024-03-18). - Action: acquisition - Counterparty: BlackRock Capital Investment Corporation - Closing: 2024-03-18 source text: On March 18, 2024, the Company completed its previously announced acquisition of BlackRock Capital Investment Corporation, a Delaware corporation (“BCIC”), pursuant to that certain Amended and Restated Agreement and Plan of Merger (the “Merger Agreement”), dated as of January 10, 2024 evidence_url: https://www.sec.gov/Archives/edgar/data/1370755/000114036124013943/0001140361-24-013943-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.