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 Quarterly Period Ended March 31, 2024 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period From ____ to ____ Commission File Number: 814-00899 BLACKROCK TCP CAPITAL CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 56-2594706 (State or Other Jurisdiction of Incorporation) (IRS Employer Identification No.) 2951 Santa Monica, California 90405 (Address of Principal Executive Offices) (Zip Code) (310) 566-1000 (Registrant’s telephone number, including area 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 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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes Indicate by check mark whether the registrant has submitted electronically Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller ☐ 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 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes The number of shares of the Registrant’s common stock, $0.001 par value, outstanding as of TABLE OF CONTENTS BLACKROCK TCP CAPITAL CORP. FORM 10-Q FOR THE TABLE OF CONTENTS Part I. Financial Information Item 1. Financial 3 4 5 Consolidated Schedule of Investments as of March 31, 2024 (unaudited) and December 31, 2023 7 30 59 63 Item 2. 65 Item 3. 79 Item 4. 80 Part II. 81 Item 1. 81 Item 1A. 81 Item 2. 83 Item 3. 83 Item 4. 83 Item 5. 83 Item 6. 85 1 TABLE OF CONTENTS BlackRock TCP Capital Corp. Consolidated Statements of Assets and Liabilities March 31, 2024 December 31, 2023 (unaudited) Assets Investments, at fair value: Non-controlled, non-affiliated investments (cost of $1,960,249,432 and $1,389,865,889, respectively) $ 1,881,772,624 $ 1,317,691,543 Non-controlled, affiliated investments (cost of $64,012,430 and $63,188,613, respectively) 51,868,165 65,422,375 Controlled investments (cost of $211,799,722 and $198,335,511, respectively) 182,778,507 171,827,192 Total investments (cost of $2,236,061,584 and $1,651,390,013, respectively) 2,116,419,296 1,554,941,110 Cash and cash equivalents 120,572,710 112,241,946 Interest, dividends and fees receivable 35,010,620 25,650,684 Deferred debt issuance costs 6,019,791 3,671,727 Due from broker 2,077,272 — Receivable for investments sold 2,072,526 — Prepaid expenses and other assets 1,359,923 2,266,886 Total assets 2,283,532,138 1,698,772,353 Liabilities Debt (net of deferred issuance costs of $3,616,588 and $3,355,221, respectively) 1,302,812,708 985,200,609 Management fees payable 5,573,326 5,690,105 Incentive fees payable 5,880,378 5,347,711 Interest and debt related payables 5,725,140 10,407,570 Interest Rate Swap at fair value 1,670,896 — Reimbursements due to the Advisor 44,173 844,664 Payable for investments purchased — 960,000 Accrued expenses and other liabilities 8,343,090 2,720,148 Total liabilities 1,330,049,711 1,011,170,807 Commitments and contingencies (Note 5) Net assets $ 953,482,427 $ 687,601,546 Composition of net assets applicable to common shareholders Common stock, $0.001 par value; 200,000,000 shares authorized, 85,591,134 and $ 85,591 $ 57,767 Paid-in capital in excess of par 1,248,080,041 967,643,255 Distributable earnings (loss) (294,683,205 ) (280,099,476 ) Total net assets 953,482,427 687,601,546 Total liabilities and net assets $ 2,283,532,138 $ 1,698,772,353 Net assets per share $ 11.14 $ 11.90 See accompanying notes to the consolidated financial statements. 2 TABLE OF CONTENTS BlackRock TCP Capital Corp. Consolidated Statements of Operations (Unaudited) Three Months Ended March 31, 2024 2023 Investment income Interest income (excluding PIK): Non-controlled, non-affiliated investments $ 48,646,193 $ 45,153,147 Non-controlled, affiliated investments 347,635 45,536 Controlled investments 2,859,080 2,209,052 PIK income: Non-controlled, non-affiliated investments 2,405,677 1,584,834 Non-controlled, affiliated investments 92,675 — Controlled investments 349,969 — Dividend income: Non-controlled, non-affiliated investments 312,324 302,743 Non-controlled, affiliated investments 713,703 634,124 Other income: Non-controlled, non-affiliated investments 2,053 333,264 Non-controlled, affiliated investments — 45,650 Total investment income 55,729,309 50,308,350 Operating expenses Interest and other debt expenses 13,230,224 11,549,171 Incentive fees 5,880,378 5,389,696 Management fees 5,819,505 5,877,539 Professional fees 919,676 454,350 Administrative expenses 561,003 376,544 Director fees 216,719 351,000 Insurance expense 145,113 154,003 Custody fees 89,920 90,586 Other operating expenses 605,498 656,894 Total operating expenses 27,468,036 24,899,783 Net investment income before taxes 28,261,273 25,408,567 Excise tax expense — 35,440 Net investment income 28,261,273 25,373,127 Realized and unrealized gain (loss) on investments and foreign currency Net realized gain (loss): Non-controlled, non-affiliated investments (168,077 ) (30,629,704 ) Net realized gain (loss) (168,077 ) (30,629,704 ) Net change in unrealized appreciation (1) Non-controlled, non-affiliated investments (6,152,059 ) 31,972,322 Non-controlled, affiliated investments (14,378,028 ) (2,127,127 ) Controlled investments (2,512,907 ) (1,874,739 ) Interest Rate Swap 6,939 — Net change in unrealized appreciation (depreciation) (23,036,055 ) 27,970,456 Net realized and unrealized gain (loss) (23,204,132 ) (2,659,248 ) Net increase (decrease) in net assets resulting $ 5,057,141 $ 22,713,879 Basic and diluted earnings (loss) per share $ 0.08 $ 0.39 Basic and diluted weighted average common 62,047,859 57,767,264 (1) Includes $21,347,357 change in unrealized appreciation from application of Merger accounting under ASC 805 (see Note 12.). 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, 2023 57,767,264 $ 57,767 $ 967,643,255 $ (280,099,476 ) $ 687,601,546 Issuance of common stock in connection with the Merger (Note 12) 27,823,870 27,824 280,436,786 — 280,464,610 Net investment income — — — 28,261,273 28,261,273 Net realized and unrealized gain (loss) — — — (23,204,132 ) (23,204,132 ) Dividends paid to shareholders — — — (19,640,870 ) (19,640,870 ) Balance at March 31, 2024 85,591,134 $ 85,591 $ 1,248,080,041 $ (294,683,205 ) $ 953,482,427 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 See accompanying notes to the consolidated financial statements. 4 TABLE OF CONTENTS BlackRock TCP Capital Corp. Consolidated Statements of Cash Flows (Unaudited) Three Months Ended March 31, 2024 2023 Operating activities Net increase (decrease) in net assets resulting from operations $ 5,057,141 $ 22,713,879 Adjustments to reconcile net increase (decrease) in net assets resulting Net realized (gain) loss 168,077 30,629,704 Change in net unrealized (appreciation) depreciation of investments 23,269,548 (28,144,938 ) Net amortization of investment discounts and premiums (2,163,945 ) (1,929,048 ) Amortization of original issue discount on debt 57,238 52,055 Interest and dividend income paid in kind (4,615,977 ) (1,584,834 ) Amortization of deferred debt issuance costs 854,100 712,804 Cash acquired in the Merger 11,670,610 — Merger costs capitalized into purchase price (2,366,408 ) — Changes in assets and liabilities (1): Purchases of investments (2) (15,394,688 ) (74,436,852 ) Proceeds from disposition of investments 24,318,666 19,323,506 Decrease (increase) in interest, dividends and fees receivable 928,207 (1,485,291 ) Decrease (increase) in due from broker (25,605 ) — Decrease (increase) in receivable for investments sold (1,401,084 ) — Decrease (increase) in prepaid expenses and other assets 1,208,428 238,302 Increase (decrease) in payable for investments purchased (1,554,064 ) (1,937,465 ) Increase (decrease) in incentive fees payable (830,958 ) 506,121 Increase (decrease) in interest and debt related payables (5,610,615 ) (5,219,188 ) Increase (decrease) in reimbursements due to the Advisor (800,491 ) 940,571 Increase (decrease) in management fees payable (116,779 ) (473,480 ) Increase (decrease) in accrued expenses and other liabilities 761,197 (321,615 ) Net cash provided by (used in) operating activities 33,412,598 (40,415,769 ) Financing activities Draws on credit facilities 45,891,453 117,884,208 Repayments of credit facility draws (44,075,226 ) (39,741,067 ) Dividends paid to shareholders (3) (26,898,061 ) (21,373,887 ) Net cash provided by (used in) financing activities (25,081,834 ) 56,769,254 Net increase (decrease) in cash and cash equivalents (including restricted cash) 8,330,764 16,353,485 Cash and cash equivalents (including restricted cash) at beginning of period 112,241,946 82,435,171 Cash and cash equivalents (including restricted cash) at end of period $ 120,572,710 $ 98,788,656 Supplemental cash flow information Interest payments $ 17,704,405 $ 15,793,455 Excise tax payments $ 165,495 $ 35,440 Non-cash operating and financing activities from the Merger Acquisition of Merger Sub assets and liabilities (4) Non-cash assets acquired: Investments (5) $ 586,983,708 $ — Interest, dividends and fees receivable 10,373,421 — Due from broker 2,048,141 — Other assets 3,731,006 — Total non-cash assets acquired $ 603,136,276 $ — Liabilities assumed: Debt $ 315,296,749 $ — Dividends payable 7,257,191 — Management fees payable 1,888,664 — Interest Rate Swap at fair value 1,674,309 — Incentive fees payable 1,363,625 — Other liabilities 4,495,330 — Total liabilities assumed $ 331,975,868 — Issuance of shares in connection with the Merger $ 280,464,610 $ — Merger costs capitalized into purchase price $ 2,366,408 $ — 5 TABLE OF CONTENTS See accompanying notes to the consolidated financial statements 6 BlackRock TCP Capital Corp. Consolidated Schedule of Investments (Unaudited) March 31, 2024 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(Q) 1.00 % 6.75 % 12.19 % 4/15/2026 $ 7,971,755 $ 7,819,178 $ 7,852,178 0.35 % G/N ALCV Purchaser, Inc. (AutoLenders) Sr Secured Revolver SOFR(Q) 1.00 % 6.75 % 12.19 % 4/15/2026 $ 896,404 880,426 882,958 0.04 % G/N AutoAlert, LLC First Lien Incremental Term Loan SOFR(Q) 1.00 % 5.40 % 10.73 % 3/31/2028 $ 18,812,631 18,812,631 18,812,631 0.84 % F/N AutoAlert, LLC Second Lien Incremental Term Loan SOFR(Q) 1.00 % 9.40 % 14.73 % 3/31/2029 $ 9,606,197 9,606,197 9,606,197 0.43 % F/N 37,118,432 37,153,964 1.66 % Building Products Porcelain Acquisition Corporation (Paramount) First Lien Term Loan SOFR(Q) 1.00 % 6.10 % 11.41 % 4/30/2027 $ 9,525,810 9,229,882 9,030,467 0.40 % N Trulite Holding Corp. First Lien Term Loan SOFR(Q) 1.00 % 6.00 % 11.33 % 2/22/2030 $ 1,666,667 1,609,851 1,666,667 0.07 % N 10,839,733 10,697,134 0.47 % Capital Markets Pico Quantitative Trading, LLC First Lien Term Loan (1.0% Exit Fee) SOFR(Q) 1.50 % 7.51 % 12.83 % 2/7/2025 $ 22,291,007 22,076,572 22,291,007 1.00 % L/N Pico Quantitative Trading, LLC First Lien Incremental Term Loan (1.0% Exit Fee) SOFR(Q) 1.50 % 7.51 % 12.82 % 2/7/2025 $ 24,976,099 24,571,679 24,801,266 1.11 % L/N PMA Parent Holdings, LLC First Lien Term Loan SOFR(Q) 0.75 % 6.00 % 11.31 % 1/31/2031 $ 5,250,000 4,998,526 5,155,500 0.23 % N PMA Parent Holdings, LLC Sr Secured Revolver SOFR(Q) 0.75 % 6.00 % 11.31 % 1/31/2031 $ — (13,344 ) (13,500 ) — K/N 51,633,433 52,234,273 2.34 % Commercial Services & Supplies Kellermeyer Bergensons Services, LLC First Lien Term Loan SOFR(M) 1.00 % 1.75% Cash + 3.50% PIK 10.73 % 11/6/2028 $ 1,260,849 1,221,862 1,260,849 0.06 % N Kellermeyer Bergensons Services, LLC Subordinated Term Loan SOFR(M) 1.00 % 1.00 Cash + 7.00% PIK 13.59 % 11/7/2028 $ 542,566 307,075 542,566 0.02 % N Modigent, LLC (fka Pueblo Mechanical and Controls, LLC) First Lien Term Loan SOFR(Q) 0.75 % 6.25 % 11.82 % 8/23/2028 $ 1,706,142 1,631,595 1,680,720 0.08 % N Modigent, LLC (fka Pueblo Mechanical and Controls, LLC) First Lien Delayed Draw Term Loan SOFR(Q) 0.75 % 6.25 % 12.09 % 8/23/2028 $ 1,183,368 1,131,517 1,165,735 0.05 % N Modigent, LLC (fka Pueblo Mechanical and Controls, LLC) First Lien Incremental Delayed Draw Term Loan SOFR(Q) 0.75 % 6.25 % 11.83 % 9/19/2028 $ 713,127 655,289 679,603 0.03 % N Modigent, LLC (fka Pueblo Mechanical and Controls, LLC) Sr Secured Revolver Prime 0.75 % 5.25 % 14.00 % 8/23/2027 $ 244,515 229,481 237,331 0.01 % N Thermostat Purchaser III, Inc. (Reedy Industries) Second Lien Term Loan SOFR(Q) 0.75 % 7.40 % 12.74 % 8/31/2029 $ 10,383,054 10,124,150 10,061,180 0.45 % N 15,300,969 15,627,984 0.70 % Communications Equipment Plate Newco 1 Limited (Avanti) (United Kingdom) Subordinated E1 Term Loan Fixed — 12.50% PIK 12.50 % 3/31/2025 $ 88,455 58,350 — — C/H/N Plate Newco 1 Limited (Avanti) (United Kingdom) Subordinated E2 Term Loan Fixed — 12.50% PIK 12.50 % 3/31/2025 $ 265,368 174,283 — — C/H/N Plate Newco 1 Limited (Avanti) (United Kingdom) Subordinated F Term Loan Fixed — 12.50% PIK 12.50 % 3/31/2025 $ 1,071,041 650,880 — — C/H/N Plate Newco 1 Limited (Avanti) (United Kingdom) Subordinated G Term Loan Fixed — 12.50% PIK 12.50 % 3/31/2025 $ 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 % 6.26 % 11.57 % 3/31/2028 $ — (37,486 ) (31,954 ) — K/N CSG Buyer, Inc. (Core States) First Lien Term Loan SOFR(Q) 1.00 % 6.26 % 11.57 % 3/31/2028 $ 12,036,792 11,694,021 11,844,203 0.53 % N CSG Buyer, Inc. (Core States) First Lien Delayed Draw Term Loan SOFR(Q) 1.00 % 6.26 % 11.57 % 3/31/2028 $ — (74,973 ) (63,909 ) — K/N Homerenew Buyer, Inc. (Project Dream) First Lien Term Loan SOFR(Q) 1.00 % 6.65 % 12.19 % 11/23/2027 $ 7,911,853 6,945,739 6,820,017 0.30 % N Homerenew Buyer, Inc. (Project Dream) First Lien Delayed Draw Term Loan SOFR(Q) 1.00 % 6.65 % 12.19 % 11/23/2027 $ 5,785,687 5,233,271 4,987,262 0.22 % N Homerenew Buyer, Inc. (Project Dream) Sr Secured Revolver SOFR(Q) 1.00 % 6.65 % 12.19 % 11/23/2027 $ 1,894,299 1,678,815 1,632,885 0.07 % N 7 BlackRock TCP Capital Corp. Consolidated Schedule of Investments (Unaudited) (Continued) March 31, 2024 Issuer Instrument Ref Floor Spread Total Maturity Principal Cost Fair % of Total Notes Debt Investments (continued) Hylan Intermediate Holding II, LLC Second Lien Term Loan SOFR(S) 1.00 % 3.00% Cash + 7.00% PIK 15.23 % 3/11/2027 $ 5,330,210 $ 5,196,614 $ 5,325,946 0.24 % B/N Hylan Intermediate Holding II, LLC First Lien Term Loan SOFR(S) 1.00 % 8.00 % 13.23 % 2/22/2026 $ 4,983,707 4,983,707 4,980,218 0.22 % B/N LJ Avalon Holdings, LLC (Ardurra) Sr Secured Revolver SOFR(Q) 1.00 % 6.65 % 11.42 % 2/1/2029 $ — (20,354 ) — — K/N LJ Avalon Holdings, LLC (Ardurra) First Lien Delayed Draw Term Loan SOFR(Q) 1.00 % 6.65 % 11.71 % 2/1/2030 $ 1,090,271 1,032,170 1,109,863 0.05 % N LJ Avalon Holdings, LLC (Ardurra) First Lien Term Loan SOFR(Q) 1.00 % 6.65 % 11.42 % 2/1/2030 $ 6,848,204 6,667,604 6,896,142 0.31 % N Vortex Companies, LLC First Lien Term Loan SOFR(M) 1.00 % 6.00 % 11.33 % 9/4/2029 $ 1,551,658 1,498,492 1,548,556 0.07 % N Vortex Companies, LLC First Lien Delayed Draw Term Loan SOFR(M) 1.00 % 6.00 % 11.33 % 9/4/2029 $ 428,228 414,126 425,653 0.02 % N Vortex Companies, LLC Sr Secured Revolver SOFR(M) 1.00 % 6.00 % 13.50 % 9/4/2029 $ 26,969 24,742 26,656 — N 45,236,488 45,501,538 2.03 % Consumer Finance Freedom Financial Network Funding, LLC First Lien Term Loan SOFR(S) 1.00 % 9.00 % 14.50 % 9/21/2027 $ 12,693,335 12,238,484 12,376,001 0.55 % N Freedom Financial Network Funding, LLC First Lien Delayed Draw Term Loan SOFR(S) 1.00 % 9.00 % 14.64 % 9/21/2027 $ 4,231,112 4,079,338 4,125,334 0.18 % N Lucky US BuyerCo, LLC (Global Payments) Sr Secured Revolver SOFR(Q) 1.00 % 7.50 % 12.83 % 3/30/2029 $ 166,750 155,167 157,245 0.01 % N Lucky US BuyerCo, LLC (Global Payments) First Lien Term Loan SOFR(Q) 1.00 % 7.50 % 12.80 % 3/30/2029 $ 4,308,653 4,138,748 4,234,975 0.19 % N Money Transfer Acquisition Inc. First Lien Term Loan SOFR(M) 1.00 % 8.35 % 13.68 % 12/14/2027 $ 9,381,422 9,156,294 9,287,608 0.42 % N 29,768,031 30,181,163 1.35 % Containers & Packaging BW Holding, Inc. (Brook & Whittle) Second Lien Term Loan SOFR(Q) 0.75 % 7.50 % 12.99 % 12/14/2029 $ 17,639,207 16,784,082 15,787,090 0.71 % N PVHC Holding Corp. First Lien Term Loan SOFR(Q) 2.50 % 5.50% Cash + 0.75% PIK 11.71 % 2/17/2027 $ 5,046,485 4,873,297 5,052,793 0.23 % N 21,657,379 20,839,883 0.94 % Distributors Colony Display, LLC First Lien Term Loan (15% Exit Fee) SOFR(Q) 1.00 % 6.76% Cash + 3.00% PIK 15.07 % 6/30/2026 $ 9,382,620 9,030,159 8,556,949 0.38 % L/N Diversified Consumer Services Fusion Holding Corp. (Finalsite) First Lien Term Loan SOFR(Q) 0.75 % 6.25 % 11.56 % 9/14/2029 $ 3,617,398 3,468,872 3,585,565 0.16 % N Fusion Holding Corp. (Finalsite) Sr Secured Revolver SOFR(Q) 0.75 % 6.25 % 11.56 % 9/15/2027 $ — (2,957 ) (2,871 ) — K/N Razor Group Holdings II, Inc. (Germany) First Lien A Term Loan Fixed — 2.50% Cash + 5.00% PIK 7.50 % 9/30/2028 $ 59,093,427 57,659,278 54,897,793 2.45 % H/N Razor Group Holdings II, Inc. (Germany) First Lien C Term Loan Fixed — 3.50% Cash + 3.50% PIK 7.00 % 9/30/2028 $ 6,534,515 5,925,223 4,325,849 0.19 % H/N SellerX Germany GmbH (Germany) First Lien B Delayed Draw Term Loan SOFR(Q) 2.00 % 4.50% Cash + 4.50% PIK 14.31 % 5/23/2026 $ — (24,582 ) (96,513 ) — H/K/N SellerX Germany GmbH (Germany) First Lien A1 Term Loan SOFR(Q) 2.00 % 4.50% Cash + 4.50% PIK 14.31 % 5/23/2026 $ 25,311,619 24,990,934 24,957,256 1.12 % H/N SellerX Germany GmbH (Germany) First Lien A2 Term Loan SOFR(Q) 2.00 % 4.50% Cash + 4.50% PIK 14.31 % 5/23/2026 $ 29,040,808 28,656,018 28,634,236 1.28 % H/N Thras.io, LLC First Lien Term Loan SOFR(Q) 1.00 % 9.26 % 14.59 % 12/18/2026 $ 40,936,031 33,279,347 14,327,611 0.64 % C Thras.io, LLC DIP Facility SOFR(M) 1.00 % 8.11 % 13.44 % 1/30/2029 $ 2,548,573 2,476,138 2,497,602 0.11 % N Thras.io, LLC Roll-Up DIP Facility SOFR(M) 1.00 % 10.00% PIK 15.44 % 1/29/2029 $ 2,408,283 1,957,815 2,379,865 0.11 % N 158,386,086 135,506,393 6.06 % Diversified Financial Services 2-10 Holdco, Inc. First Lien Term Loan SOFR(M) 0.75 % 6.10 % 11.43 % 3/26/2026 $ 14,103,699 13,814,350 13,961,301 0.62 % N 2-10 Holdco, Inc. Sr Secured Revolver SOFR(M) 0.75 % 6.10 % 11.43 % 3/26/2026 $ — (3,107 ) (9,736 ) — K/N 36th Street Capital Partners Holdings, LLC Senior Note Fixed — — 12.00 % 11/30/2025 $ 52,318,937 52,318,937 52,318,937 2.34 % E/F/N 8 BlackRock TCP Capital Corp. Consolidated Schedule of Investments (Unaudited) (Continued) March 31, 2024 Issuer Instrument Ref Floor Spread Total Maturity Principal Cost Fair % of Total Notes Debt Investments (continued) Accordion Partners LLC First Lien Term Loan SOFR(Q) 0.75 % 6.00 % 11.30 % 8/29/2029 $ 6,023,238 $ 5,874,937 $ 6,083,470 0.27 % N Accordion Partners LLC First Lien Delayed Draw Term Loan A SOFR(Q) 0.75 % 6.25 % 11.55 % 8/29/2029 $ 482,473 470,580 487,298 0.02 % N Accordion Partners LLC Sr Secured Revolver SOFR(Q) 0.75 % 6.00 % 11.57 % 8/31/2028 $ 267,403 257,967 267,403 0.01 % N Accordion Partners LLC First Lien Delayed Draw Term Loan B SOFR(Q) 0.75 % 6.00 % 11.31 % 8/29/2029 $ 735,797 717,714 743,155 0.03 % N Accuserve Solutions, Inc. First Lien Delayed Draw Term Loan SOFR(Q) 1.00 % 5.75 % 11.10 % 3/14/2030 $ — (21,446 ) (21,648 ) — K/N Callodine Commercial Finance, LLC First Lien Term Loan SOFR(Q) 1.00 % 9.00 % 14.57 % 11/3/2025 $ 25,000,000 24,145,578 25,050,000 1.12 % N Callodine Commercial Finance, LLC Subordinated Debt SOFR(M) 0.25 % 8.50 % 13.97 % 10/8/2027 $ 5,000,000 4,822,374 5,000,000 0.22 % N GC Champion Acquisition LLC (Numerix) First Lien Term Loan SOFR(S) 1.00 % 6.25 % 11.71 % 8/21/2028 $ 7,781,742 7,391,180 7,638,558 0.34 % N GC Champion Acquisition LLC (Numerix) First Lien Delayed Draw Term Loan SOFR(S) 1.00 % 6.25 % 11.71 % 8/21/2028 $ 2,161,595 2,053,089 2,121,822 0.09 % N Gordon Brothers Finance Company Unsecured Debt LIBOR(M) 1.00 % 11.00 % 16.44 % 3/31/2025 $ 37,183,232 13,114,243 13,680,606 0.61 % C/F/N Libra Solutions Intermediate Holdco, LLC et al (fka Oasis Financial, LLC) Second Lien Term Loan SOFR(M) 1.00 % 8.62 % 13.94 % 7/5/2026 $ 22,633,544 22,196,805 22,226,140 0.99 % N TransNetwork, LLC First Lien Term Loan SOFR(Q) 0.50 % 5.50 % 10.81 % 12/29/2030 $ 3,678,811 3,564,649 3,701,804 0.17 % N Wealth Enhancement Group, LLC First Lien Delayed Draw Term Loan SOFR(Q) 1.00 % 5.85 % 11.06 % 10/4/2027 $ 7,430,550 7,101,816 7,318,676 0.33 % N Wealth Enhancement Group, LLC Sr Secured Revolver SOFR(Q) 1.00 % 6.25 % 11.06 % 10/4/2027 $ — (5,929 ) (6,422 ) — K/N Worldremit Group Limited (United Kingdom) First Lien Term Loan SOFR(M) 1.00 % 9.40 % 14.74 % 2/11/2026 $ 55,066,384 53,263,448 53,359,326 2.39 % H/N Worldremit Group Limited (United Kingdom) First Lien Incremental Term Loan SOFR(M) 1.00 % 9.35 % 14.68 % 2/11/2026 $ 1,758,650 1,590,134 1,704,132 0.08 % H/N 212,667,319 215,624,822 9.63 % Diversified Telecommunication Services Aventiv Technologies, Inc. (Securus) Second Lien Term Loan SOFR(Q) 1.00 % 1.26% Cash + 8.05% PIK 14.62 % 7/31/2026 $ 26,345,954 25,824,324 6,586,488 0.29 % C Electric Utilities Conergy Asia & ME Pte. Ltd. (Singapore) First Lien Term Loan Fixed — — — 3/31/2025 $ 2,110,141 2,110,141 — — D/F/H/N Kawa Solar Holdings Limited (Conergy) (Cayman Islands) Bank Guarantee Credit Facility Fixed — — — 3/31/2025 $ 6,578,877 6,578,877 101,481 — D/F/H/N Kawa Solar Holdings Limited (Conergy) (Cayman Islands) Revolving Credit Facility Fixed — — — 3/31/2025 $ 5,535,517 5,535,517 1,231,765 0.06 % D/F/H/N 14,224,535 1,333,246 0.06 % Health Care Technology Appriss Health, LLC (PatientPing) First Lien Term Loan SOFR(Q) 1.00 % 7.15 % 12.48 % 5/6/2027 $ 10,905,812 10,669,998 10,720,413 0.48 % N Appriss Health, LLC (PatientPing) Sr Secured Revolver PRIME 1.00 % 8.50 % 14.50 % 5/6/2027 $ 73,625 64,203 61,109 — N CareATC, Inc. First Lien Term Loan SOFR(Q) 1.00 % 7.85 % 13.18 % 3/14/2026 $ 21,432,216 20,913,393 21,046,436 0.94 % N CareATC, Inc. Sr Secured Revolver SOFR(Q) 1.00 % 7.85 % 13.18 % 3/14/2026 $ — (9,616 ) (17,017 ) — K/N ESO Solutions, Inc. First Lien Term Loan SOFR(M) 1.00 % 7.00 % 12.35 % 5/3/2027 $ 32,182,664 31,413,499 31,539,011 1.41 % N ESO Solutions, Inc. Sr Secured Revolver SOFR(M) 1.00 % 7.00 % 12.35 % 5/3/2027 $ 1,419,924 1,375,691 1,372,594 0.06 % N Gainwell Acquisition Corp. Second Lien Term Loan SOFR(Q) 1.00 % 8.10 % 13.43 % 10/2/2028 $ 7,744,557 7,576,030 7,396,052 0.33 % N Sandata Technologies, LLC First Lien Delayed Draw Term Loan SOFR(Q) 1.00 % 6.15 % 11.47 % 7/23/2024 $ 1,052,140 1,035,468 1,052,140 0.05 % N Sandata Technologies, LLC First Lien Term Loan SOFR(Q) — 6.15 % 11.46 % 7/23/2024 $ 24,750,000 24,558,939 24,601,500 1.10 % N Sandata Technologies, LLC Sr Secured Revolver SOFR(Q) — 6.15 % 11.48 % 7/23/2024 $ 1,466,667 1,453,069 1,450,167 0.06 % N 99,050,674 99,222,405 4.43 % 9 BlackRock TCP Capital Corp. Consolidated Schedule of Investments (Unaudited) (Continued) March 31, 2024 Issuer Instrument Ref Floor Spread Total Maturity Principal Cost Fair % of Total Notes Debt Investments (continued) Healthcare Providers and Services INH Buyer, Inc. (IMS Health) First Lien Term Loan (1.5% Exit Fee) SOFR(Q) 1.00 % 7.00 % 12.41 % 6/28/2028 $ 7,393,627 $ 6,576,053 $ 5,567,401 0.25 % L/N PHC Buyer, LLC (Patriot Home Care) First Lien Term Loan SOFR(Q) 0.75 % 6.00 % 11.34 % 5/4/2028 $ 13,961,709 13,587,131 13,598,705 0.61 % N PHC Buyer, LLC (Patriot Home Care) First Lien Delayed Draw Term Loan SOFR(Q) 0.75 % 6.00 % 11.32 % 5/4/2028 $ 3,245,721 3,123,962 3,105,032 0.14 % N Outcomes Group Holdings, Inc. Second Lien Term Loan SOFR(Q) — 7.50 % 12.93 % 10/26/2026 $ 5,769,231 5,290,549 5,480,769 0.25 % N Outcomes Group Holdings, Inc. Second Lien Term Loan SOFR(Q) 0.50 % 7.50 % 12.93 % 10/26/2026 $ 3,538,462 3,244,870 3,361,538 0.15 % N Team Services Group, LLC Second Lien Term Loan SOFR(S) 1.00 % 9.00 % 14.58 % 11/13/2028 $ 34,410,390 33,321,345 33,206,026 1.48 % G/N 65,143,910 64,319,471 2.88 % Hotels, Restaurants and Leisure Mesquite Bidco, LLC Sr Secured Revolver SOFR(Q) 1.00 % 7.00 % 12.44 % 11/30/2029 $ — (62,689 ) (61,224 ) — K/N Mesquite Bidco, LLC First Lien Term Loan SOFR(Q) 1.00 % 7.10 % 12.44 % 11/30/2029 $ 35,076,045 33,751,858 34,065,855 1.52 % N OCM Luxembourg Baccarat BidCo S.À R.L. (Interblock) (Slovenia) First Lien Term Loan SOFR(Q) 2.00 % 5.75 % 11.07 % 6/3/2027 $ 5,396,896 5,141,617 5,324,577 0.24 % H/N OCM Luxembourg Baccarat BidCo S.À R.L. (Interblock) (Slovenia) First Lien Incremental Term Loan SOFR(Q) 2.00 % 5.75 % 11.07 % 6/3/2027 $ 3,377,440 3,215,111 3,332,183 0.15 % H/N OCM Luxembourg Baccarat BidCo S.À R.L. (Interblock) (Slovenia) Sr Secured Revolver SOFR(Q) 2.00 % 5.75 % 11.07 % 6/3/2027 $ — (5,701 ) (5,874 ) — H/K/N Showtime Acquisition, L.L.C. (World Choice) Sr Secured Revolver SOFR(Q) 1.00 % 7.60 % 12.92 % 8/7/2028 $ — (38,199 ) (29,673 ) — K/N Showtime Acquisition, L.L.C. (World Choice) First Lien Delayed Draw Term Loan SOFR(Q) 1.00 % 7.60 % 12.92 % 8/7/2028 $ 1,388,223 1,345,198 1,364,484 0.06 % N Showtime Acquisition, L.L.C. (World Choice) First Lien Term Loan SOFR(Q) 1.00 % 7.60 % 12.92 % 8/7/2028 $ 24,111,700 23,345,382 23,699,390 1.06 % N 66,692,577 67,689,718 3.03 % Household Durables Bad Boy Mowers JV Acquisition, LLC First Lien Term Loan SOFR(Q) 1.00 % 6.00 % 11.31 % 11/9/2029 $ 5,127,343 4,887,916 5,050,433 0.23 % Insurance AmeriLife Holdings, LLC First Lien Term Loan SOFR(Q) 0.75 % 5.75 % 11.08 % 8/31/2029 $ 5,865,684 5,658,932 5,824,624 0.26 % N AmeriLife Holdings, LLC First Lien Delayed Draw Term Loan SOFR(Q) 0.75 % 5.75 % 11.24 % 8/31/2029 $ 1,470,756 1,418,990 1,460,461 0.07 % N AmeriLife Holdings, LLC Sr Secured Revolver SOFR(Q) 0.75 % 5.75 % 11.08 % 8/31/2028 $ — (7,311 ) (5,197 ) — K/N Integrity Marketing Acquisition, LLC Sr Secured Revolver SOFR(Q) 0.75 % 6.00 % 11.84 % 8/27/2026 $ — (486,812 ) — — K/N Integrity Marketing Acquisition, LLC First Lien Term Loan SOFR(Q) 0.75 % 6.50 % 11.84 % 8/27/2026 $ 15,230,117 14,925,965 15,230,117 0.68 % N IT Parent, LLC (Insurance Technologies) First Lien Term Loan SOFR(M) 1.00 % 6.35 % 11.68 % 10/1/2026 $ 6,681,454 6,494,687 6,427,558 0.29 % N IT Parent, LLC (Insurance Technologies) Sr Secured Revolver SOFR(M) 1.00 % 6.35 % 13.75 % 10/1/2026 $ 729,167 706,370 695,917 0.03 % N Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance) First Lien Delayed Draw Term Loan SOFR(M) 0.75 % 6.11 % 11.44 % 11/1/2028 $ 5,897,348 5,759,409 5,897,348 0.26 % N 34,470,230 35,530,828 1.59 % Internet and Catalog Retail CommerceHub, Inc. First Lien Term Loan SOFR(Q) 0.75 % 6.40 % 11.58 % 12/29/2027 $ 3,150,126 2,880,676 2,943,477 0.13 % N Syndigo, LLC Second Lien Term Loan SOFR(M) 0.75 % 8.00 % 13.44 % 12/14/2028 $ 16,815,342 16,248,891 15,974,575 0.71 % G/N 19,129,567 18,918,052 0.84 % 10 BlackRock TCP Capital Corp. Consolidated Schedule of Investments (Unaudited) (Continued) March 31, 2024 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 SOFR(S) 1.00 % 7.25 % 12.48 % 10/31/2025 $ 627,919 $ 617,791 $ 627,919 0.03 % N Acquia, Inc. First Lien Term Loan SOFR(S) 1.00 % 7.25 % 12.74 % 10/31/2025 $ 25,299,736 25,120,410 25,299,736 1.13 % N Anaconda, Inc. First Lien Term Loan SOFR(M) 1.00 % 7.50 % 12.84 % 8/22/2027 $ 7,656,897 7,525,680 7,587,985 0.34 % N Astra Acquisition Corp. (Anthology) Second Lien Term Loan SOFR(Q) 0.75 % 9.14 % 14.44 % 10/25/2029 $ 27,879,880 22,414,693 8,085,165 0.36 % N Bynder Bidco, Inc. (Netherlands) Sr Secured Revolver A SOFR(Q) 1.00 % 7.25 % 12.57 % 1/26/2029 $ — (7,533 ) (5,656 ) — H/K/N Bynder Bidco, Inc. (Netherlands) First Lien Term Loan A SOFR(Q) 1.00 % 7.25 % 12.57 % 1/26/2029 $ 4,283,754 4,140,482 4,213,929 0.19 % H/N Bynder Bidco B.V. (Netherlands) Sr Secured Revolver B SOFR(Q) 1.00 % 7.25 % 12.57 % 1/26/2029 $ — (27,340 ) (20,529 ) — H/K/N Bynder Bidco B.V. (Netherlands) First Lien Term Loan B SOFR(Q) 1.00 % 7.25 % 12.57 % 1/26/2029 $ 15,528,609 15,009,246 15,275,493 0.68 % H/N Domo, Inc. First Lien Delayed Draw Term Loan (7.0% Exit Fee) SOFR(Q) 1.50 % 5.76% Cash + 2.50% PIK 13.57 % 4/1/2026 $ 58,048,978 58,004,208 57,526,538 2.57 % L/N Domo, Inc. First Lien PIK Term Loan Fixed — 9.50% PIK 9.50 % 4/1/2026 $ 3,505,898 1,016,020 3,285,026 0.15 % N e-Discovery Acquireco, LLC (Reveal) Sr Secured Revolver SOFR(Q) 1.00 % 6.50 % 11.84 % 8/29/2029 $ — (9,498 ) (9,450 ) — K/N e-Discovery Acquireco, LLC (Reveal) First Lien Term Loan SOFR(Q) 1.00 % 6.50 % 11.89 % 8/29/2029 $ 5,500,000 5,230,019 5,396,050 0.24 % N Fishbowl, Inc. First Lien Term Loan (7.5% Exit Fee) SOFR(Q) 1.00 % 5.26 % 10.57 % 5/27/2027 $ 12,089,579 12,089,579 12,391,818 0.55 % F/L/N Gympass US, LLC First Lien Term Loan SOFR(M) 1.00 % 4.00% Cash + 4.00% PIK 13.44 % 7/8/2027 $ 2,559,418 2,491,238 2,574,774 0.12 % N Gympass US, LLC First Lien Delayed Draw Term Loan SOFR(M) 1.00 % 4.00% Cash + 4.00% PIK 13.44 % 7/8/2027 $ — 18,310 28,495 0.00 % N InMoment, Inc. First Lien Term Loan SOFR(Q) 0.75 % 5.00% Cash + 2.50% PIK 12.96 % 6/8/2028 $ 19,627,359 18,790,792 19,109,197 0.85 % N Magenta Buyer, LLC (McAfee) First Lien Incremental Term Loan Fixed — 12.00 % 12.00 % 7/27/2028 $ 5,482,807 4,666,096 3,445,039 0.15 % G Magenta Buyer, LLC (McAfee) Second Lien Term Loan SOFR(Q) 0.75 % 8.51 % 13.82 % 7/27/2029 $ 27,000,000 21,856,427 8,144,955 0.36 % G Oranje Holdco, Inc. (KnowBe4) Sr Secured Revolver SOFR(Q) 1.00 % 7.75 % 12.81 % 2/1/2029 $ — (24,890 ) — — K/N Oranje Holdco, Inc. (KnowBe4) First Lien Term Loan SOFR(Q) 1.00 % 7.50 % 12.81 % 2/1/2029 $ 13,175,394 12,911,747 13,228,096 0.59 % N Persado, Inc. First Lien Term Loan (6.575% Exit Fee) SOFR(M) 1.80 % 7.50 % 12.83 % 6/10/2027 $ 17,031,867 16,408,981 15,805,573 0.71 % L/N Pluralsight, Inc. First Lien Term Loan SOFR(Q) 1.00 % 8.15 % 13.47 % 4/6/2027 $ 44,652,507 42,669,564 40,276,561 1.80 % N Pluralsight, Inc. Sr Secured Revolver SOFR(Q) 1.00 % 8.15 % 13.47 % 4/6/2027 $ 3,347,493 3,199,106 3,019,439 0.13 % N ResearchGate GmBH (Germany) First Lien Term Loan (4.0% Exit Fee) EURIBOR(M) — 8.55 % 12.55 % 10/1/2024 $ 7,500,000 8,210,511 7,852,950 0.35 % H/L/N/O Sailpoint Technologies Holdings, Inc. First Lien Term Loan SOFR(M) 0.75 % 6.00 % 11.31 % 8/16/2029 $ 4,574,177 4,436,608 4,594,303 0.21 % N Sailpoint Technologies Holdings, Inc. Sr Secured Revolver SOFR(M) 0.75 % 6.00 % 11.31 % 8/16/2028 $ — (549 ) — — K/N Spartan Bidco Pty Ltd (StarRez) (Australia) First Lien Incremental Term Loan SOFR(Q) 0.75 % 0.90% Cash + 6.25% PIK 12.47 % 1/24/2028 $ 4,709,933 4,511,589 4,659,537 0.21 % H/N Suited Connector, LLC Sr Secured Revolver SOFR(Q) 1.00 % 6.20% Cash + 2.00% PIK 13.52 % 12/1/2027 $ 822,389 745,758 600,344 0.03 % N Suited Connector, LLC First Lien Term Loan SOFR(Q) 1.00 % 6.20% Cash + 2.00% PIK 13.50 % 12/1/2027 $ 5,226,567 4,739,155 3,815,394 0.17 % N 296,754,200 266,808,681 11.92 % IT Services Avalara, Inc. Sr Secured Revolver SOFR(Q) 0.75 % 7.25 % 12.56 % 10/19/2028 $ — (857 ) — — K/N Avalara, Inc. First Lien Term Loan SOFR(Q) 0.75 % 7.25 % 12.56 % 10/19/2028 $ 2,700,000 2,642,693 2,740,500 0.12 % N Crewline Buyer, Inc. (New Relic) Sr Secured Revolver SOFR(Q) 1.00 % 6.75 % 12.06 % 11/8/2030 $ — (2,088 ) (327 ) — K/N Crewline Buyer, Inc. (New Relic) First Lien Term Loan SOFR(Q) 1.00 % 6.75 % 12.06 % 11/8/2030 $ 1,569,811 1,521,462 1,566,672 0.07 % N Ensono, Inc. Second Lien Term Loan B SOFR(M) — 8.11 % 13.44 % 5/28/2029 $ 20,000,000 19,643,752 19,660,000 0.88 % G/N Idera, Inc. Second Lien Term Loan SOFR(Q) 0.75 % 6.75 % 12.21 % 2/4/2029 $ 2,867,296 2,696,076 2,795,614 0.12 % G 11 BlackRock TCP Capital Corp. Consolidated Schedule of Investments (Unaudited) (Continued) March 31, 2024 Issuer Instrument Ref Floor Spread Total Maturity Principal Cost Fair % of Total Notes Debt Investments (continued) Madison Logic Holdings, Inc. Sr Secured Revolver SOFR(Q) 1.00 % 7.00 % 12.30 % 12/30/2027 $ — $ (35,787 ) $ (50,029 ) — K/N Madison Logic Holdings, Inc. First Lien Term Loan SOFR(Q) 1.00 % 7.00 % 12.30 % 12/29/2028 $ 19,718,232 18,994,361 19,028,094 0.85 % N Serrano Parent, LLC (Sumo Logic) Sr Secured Revolver SOFR(Q) 1.00 % 6.50 % 11.81 % 5/13/2030 $ — (3,137 ) (2,094 ) — K/N Serrano Parent, LLC (Sumo Logic) First Lien Term Loan SOFR(Q) 1.00 % 6.50 % 11.81 % 5/13/2030 $ 6,979,701 6,728,374 6,958,762 0.31 % N Xactly Corporation First Lien Incremental Term Loan SOFR(Q) 1.00 % 7.35 % 12.69 % 7/31/2025 $ 14,671,682 14,671,682 14,671,682 0.66 % N 66,856,531 67,368,874 3.01 % Leisure Products Blue Star Sports Holdings, Inc. First Lien Delayed Draw Term Loan SOFR(S) 1.00 % 6.00% Cash + 3.50% PIK 14.71 % 6/15/2026 $ 73,093 73,053 70,739 — N Blue Star Sports Holdings, Inc. Sr Secured Revolver SOFR(S) 1.00 % 6.00% Cash + 3.50% PIK 14.71 % 6/15/2026 $ 145,721 144,729 141,029 0.01 % N Blue Star Sports Holdings, Inc. First Lien Term Loan SOFR(Q) 1.00 % 6.00% Cash + 3.50% PIK 14.71 % 6/15/2026 $ 2,005,859 2,003,900 1,941,271 0.09 % N Peloton Interactive, Inc. First Lien Term Loan SOFR(S) 0.50 % 7.10 % 12.48 % 5/25/2027 $ 643,389 628,865 648,217 0.03 % G/J 2,850,547 2,801,256 0.13 % Life Sciences Tools & Services Alcami Corporation First Lien Delayed Draw Term Loan SOFR(M) 1.00 % 7.15 % 12.47 % 12/21/2028 $ 636,378 620,402 649,106 0.03 % N Alcami Corporation Sr Secured Revolver SOFR(M) 1.00 % 7.15 % 12.49 % 12/21/2028 $ — (24,231 ) — — K/N Alcami Corporation First Lien Term Loan SOFR(M) 1.00 % 7.15 % 12.49 % 12/21/2028 $ 8,669,921 8,440,852 8,843,320 0.40 % N 9,037,023 9,492,426 0.43 % Machinery Sonny’s Enterprises, LLC First Lien Term Loan SOFR(Q) 1.00 % 6.90 % 12.22 % 8/5/2028 $ 19,708,566 19,308,306 19,905,651 0.89 % N Sonny’s Enterprises, LLC First Lien Delayed Draw Term Loan SOFR(Q) 1.00 % 6.75 % 12.21 % 8/5/2028 $ 127,950 125,330 129,993 0.01 % N 19,433,636 20,035,644 0.90 % Media NEP Group, Inc. et al First Lien Term Loan (2.0% Exit Fee) SOFR(M) — 3.36% Cash + 1.50% PIK 10.19 % 8/19/2026 $ 666,037 615,556 636,692 0.03 % L NEP Group, Inc. et al Second Lien Term Loan SOFR(M) — 7.11 % 12.44 % 10/19/2026 $ 17,631,760 16,693,754 14,388,222 0.64 % G Khoros, LLC (Lithium) First Lien Incremental Term Loan SOFR(Q) 1.00 % 4.50% Cash + 4.50% PIK 14.32 % 10/3/2024 $ 29,855,839 29,762,789 22,421,735 1.00 % N Streamland Media Midco LLC First Lien Term Loan SOFR(Q) 1.00 % 7.01% Cash + 0.5% PIK 12.82 % 12/31/2024 $ 750,661 715,557 710,126 0.03 % N Terraboost Media Operating Company, LLC First Lien Term Loan SOFR(Q) 1.00 % 6.65 % 12.00 % 8/23/2026 $ 13,940,604 13,453,016 12,950,821 0.58 % N 61,240,672 51,107,596 2.28 % Oil, Gas and Consumable Fuels Iracore International Holdings, Inc. First Lien Term Loan SOFR(M) 1.00 % 9.50 % 14.46 % 4/12/2028 $ 1,324,151 1,324,151 1,324,151 0.06 % B/N Palmdale Oil Company, LLC First Lien Term Loan SOFR(Q) 1.00 % 6.75 % 12.08 % 10/2/2029 $ 3,318,126 3,151,174 3,235,173 0.14 % N 4,475,325 4,559,324 0.20 % Paper and Forest Products Alpine Acquisition Corp II (48Forty) First Lien Term Loan SOFR(M) 1.00 % 6.10 % 11.43 % 11/30/2026 $ 31,343,676 30,305,850 30,177,690 1.35 % N Alpine Acquisition Corp II (48Forty) Sr Secured Revolver SOFR(M) 1.00 % 6.10 % 11.43 % 11/30/2026 $ 594,376 550,514 562,789 0.03 % N FSK Pallet Holding Corp. (Kamps) First Lien Term Loan SOFR(Q) 1.25 % 6.15 % 11.98 % 12/23/2026 $ 13,877,020 13,395,875 13,339,980 0.60 % N 44,252,239 44,080,459 1.98 % 12 BlackRock TCP Capital Corp. Consolidated Schedule of Investments (Unaudited) (Continued) March 31, 2024 Issuer Instrument Ref Floor Spread Total Maturity Principal Cost Fair % of Total Notes Debt Investments (continued) Pharmaceuticals Nephron Pharmaceuticals Corp. et al First Lien Term Loan B SOFR(Q) 1.50 % 9.00 % 16.49 % 9/11/2026 $ 28,119,960 $ 26,715,848 $ 25,279,844 1.13 % N Professional Services Applause App Quality, Inc. First Lien Term Loan SOFR(S) 1.00 % 5.00 % 10.40 % 9/20/2025 $ 15,088,478 15,078,310 15,088,478 0.67 % N Applause App Quality, Inc. Sr Secured Revolver SOFR(S) 1.00 % 5.00 % 10.40 % 9/20/2025 $ — (4,264 ) — — K/N CIBT Solutions, Inc. Second Lien Term Loan LIBOR(Q) 1.00 % 1.00% Cash + 6.75% PIK 13.19 % 6/1/2025 $ 8,146,376 7,567,314 1,914,398 0.09 % C/N DTI Holdco, Inc. (Epiq Systems, Inc.) Second Lien Term Loan SOFR(Q) 0.75 % 7.75 % 13.06 % 4/26/2030 $ 12,507,465 11,608,982 10,944,032 0.49 % G/N GI Consilio Parent, LLC Second Lien Term Loan SOFR(M) 0.50 % 7.50 % 12.94 % 5/14/2029 $ 15,000,000 14,766,407 15,000,000 0.67 % G/N Huckabee Acquisition, LLC (MOREgroup) First Lien Term Loan SOFR(Q) 1.00 % 5.75 % 11.06 % 1/16/2030 $ 1,483,871 1,430,069 1,458,645 0.07 % N Huckabee Acquisition, LLC (MOREgroup) First Lien Delayed Draw Term Loan SOFR(Q) 1.00 % 5.75 % 11.06 % 1/16/2030 $ — (5,869 ) (5,484 ) — K/N Huckabee Acquisition, LLC (MOREgroup) Sr Secured Revolver SOFR(Q) 1.00 % 5.75 % 11.06 % 1/16/2030 $ — (3,521 ) (3,290 ) — K/N ICIMS, Inc. First Lien Term Loan SOFR(Q) 0.75 % 3.38% Cash + 3.88% PIK 12.58 % 8/18/2028 $ 15,997,413 15,452,961 15,898,229 0.71 % N ICIMS, Inc. First Lien Incremental Term Loan SOFR(Q) 0.75 % 7.25 % 12.58 % 8/18/2028 $ 4,449,002 4,385,070 4,423,643 0.20 % N ICIMS, Inc. First Lien Delayed Draw Term Loan SOFR(Q) 0.75 % 3.38% Cash + 3.88% PIK 12.58 % 8/18/2028 $ — (13,709 ) (19,106 ) — K/N ICIMS, Inc. Sr Secured Revolver SOFR(Q) 0.75 % 6.75 % 12.05 % 8/18/2028 $ 97,160 83,037 88,170 — N JobandTalent USA, Inc. (United Kingdom) First Lien Delayed Draw Term Loan (3.0% Exit Fee) SOFR(M) 1.00 % 8.86 % 14.19 % 2/17/2025 $ 23,890,586 23,467,696 23,269,431 1.04 % H/L/N JobandTalent USA, Inc. (United Kingdom) First Lien Term Loan (3.0% Exit Fee) SOFR(M) 1.00 % 8.86 % 14.19 % 2/17/2025 $ 36,301,904 35,545,152 35,358,054 1.58 % H/L/N TLE Holdings, LLC First Lien Term Loan SOFR(M) 1.00 % 5.50 % 10.93 % 6/28/2026 $ 965,310 917,317 950,831 0.04 % N TLE Holdings, LLC First Lien Delayed Draw Term Loan SOFR(M) 1.00 % 5.50 % 10.93 % 6/28/2026 $ 3,770,363 3,582,897 3,713,808 0.17 % N 133,857,849 128,079,839 5.73 % Real Estate Management and Development Community Merger Sub Debt LLC (CINC Systems) First Lien Term Loan SOFR(Q) 0.75 % 5.75 % 11.05 % 1/18/2030 $ 1,571,429 1,512,158 1,540,157 0.07 % N Community Merger Sub Debt LLC (CINC Systems) Sr Secured Revolver SOFR(Q) 0.75 % 5.75 % 11.05 % 1/18/2030 $ — (8,422 ) (8,529 ) — K/N Greystone Affordable Housing Initiatives, LLC First Lien Delayed Draw Term Loan SOFR(S) 1.25 % 6.43 % 11.61 % 3/2/2026 $ 6,533,333 6,464,091 6,533,333 0.29 % I/N Greystone Select Company II, LLC (Passco) First Lien Term Loan SOFR(M) 1.50 % 6.61 % 11.94 % 3/21/2027 $ 12,843,151 12,526,512 12,746,827 0.57 % N 20,494,339 20,811,788 0.93 % Road and Rail Motive Technologies, Inc. (fka Keep Truckin, Inc.) First Lien Term Loan (1.0% Exit Fee) SOFR(S) 1.00 % 7.68 % 12.90 % 4/8/2027 $ 55,000,000 54,213,528 54,621,416 2.44 % L/N Semiconductors and Semiconductor Equipment Emerald Technologies (U.S.) AcquisitionCo, Inc. First Lien Term Loan SOFR(Q) 1.00 % 6.40 % 11.74 % 12/29/2027 $ 7,158,477 6,870,274 6,585,799 0.29 % G/N Emerald Technologies (U.S.) AcquisitionCo, Inc. Sr Secured Revolver SOFR(M) 1.00 % 6.10 % 11.43 % 12/29/2026 $ 1,928,157 1,669,126 1,635,603 0.07 % G/N 8,539,400 8,221,402 0.36 % Software Aerospike, Inc. First Lien Term Loan (0.50% Exit Fee) SOFR(M) 1.00 % 7.50 % 12.94 % 12/29/2025 $ 13,429,501 13,207,057 13,328,779 0.60 % L/N AlphaSense, Inc. First Lien Term Loan SOFR(M) 1.00 % 7.00 % 12.44 % 3/11/2027 $ 33,768,629 33,312,904 33,856,428 1.51 % N Aras Corporation Sr Secured Revolver SOFR(Q) 1.00 % 6.65 % 11.98 % 4/13/2027 $ 1,179,477 1,151,434 1,149,990 0.05 % N 13 BlackRock TCP Capital Corp. Consolidated Schedule of Investments (Unaudited) (Continued) March 31, 2024 Issuer Instrument Ref Floor Spread Total Maturity Principal Cost Fair % of Total Notes Debt Investments (continued) Aras Corporation First Lien Term Loan SOFR(Q) 1.00 % 3.65% Cash + 3.25% PIK 12.23 % 4/13/2027 $ 17,819,037 $ 17,425,871 $ 17,373,561 0.78 % N Backoffice Associates Holdings, LLC (Syniti) Sr Secured Revolver SOFR(Q) 1.00 % 7.75 % 13.14 % 4/30/2026 $ 1,778,731 1,736,660 1,778,731 0.08 % N Backoffice Associates Holdings, LLC (Syniti) First Lien Term Loan SOFR(Q) 1.00 % 7.75 % 13.19 % 4/30/2026 $ 15,515,007 15,203,585 15,515,007 0.69 % N Bluefin Holding, LLC (Allvue) Sr Secured Revolver SOFR(M) 1.00 % 7.25 % 12.57 % 9/12/2029 $ — (11,054 ) (10,679 ) — K/N Bluefin Holding, LLC (Allvue) First Lien Term Loan SOFR(M) 1.00 % 7.25 % 12.57 % 9/12/2029 $ 7,737,179 7,378,854 7,628,859 0.34 % N Bonterra LLC (fka CyberGrants Holdings, LLC) First Lien Term Loan SOFR(Q) 0.75 % 7.25 % 12.55 % 9/8/2027 $ 5,832,706 5,634,037 5,693,304 0.25 % N Bonterra LLC (fka CyberGrants Holdings, LLC) Sr Secured Revolver SOFR(Q) 0.75 % 7.25 % 12.56 % 9/8/2027 $ 288,889 279,208 275,611 0.01 % N Bonterra LLC (fka CyberGrants Holdings, LLC) First Lien Incremental Amendment 4 Term Loan SOFR(Q) 0.75 % 8.00% PIK 13.30 % 9/8/2027 $ 1,792,281 1,738,662 1,768,802 0.08 % N Disco Parent, Inc. (Duck Creek Technologies) Sr Secured Revolver SOFR(Q) 1.00 % 7.50 % 12.84 % 3/30/2029 $ — (4,844 ) (4,228 ) — K/N Disco Parent, Inc. (Duck Creek Technologies) First Lien Term Loan SOFR(Q) 1.00 % 7.50 % 12.84 % 3/30/2029 $ 6,040,409 5,806,478 5,998,126 0.27 % N Elastic Path Software, Inc. (Canada) First Lien Delayed Draw Term Loan SOFR(Q) 1.00 % 7.76 % 13.10 % 1/6/2026 $ 3,719,435 3,659,435 3,681,869 0.16 % H/N Elastic Path Software, Inc. (Canada) First Lien Term Loan SOFR(Q) 1.00 % 7.76 % 13.09 % 1/6/2026 $ 7,326,537 7,213,988 7,252,539 0.32 % H/N Fusion Risk Management, Inc. Sr Secured Revolver SOFR(Q) 1.00 % 3.50% Cash + 3.75% PIK 12.58 % 5/22/2029 $ — (12,091 ) (12,857 ) — K/N Fusion Risk Management, Inc. First Lien Term Loan SOFR(Q) 1.00 % 3.50% Cash + 3.75% PIK 12.58 % 5/22/2029 $ 5,512,641 5,243,573 5,402,389 0.24 % N GTY Technology Holdings Inc. First Lien Term Loan SOFR(Q) 0.75 % 2.58% Cash + 4.30% PIK 12.18 % 7/9/2029 $ 2,341,008 2,204,024 2,271,012 0.10 % N GTY Technology Holdings Inc. First Lien Delayed Draw Term Loan SOFR(Q) 0.75 % 2.58% Cash + 4.30% PIK 12.20 % 7/9/2029 $ 1,808,789 1,702,703 1,754,707 0.08 % N GTY Technology Holdings Inc. First Lien Incremental Delayed Draw Term Loan SOFR(Q) 1.00 % 2.58% Cash + 4.30% PIK 12.20 % 7/9/2029 $ 415,253 372,740 387,331 0.02 % N GTY Technology Holdings Inc. Sr Secured Revolver SOFR(Q) 0.75 % 5.25 % 13.75 % 7/9/2029 $ — (12,957 ) (11,808 ) — K/N Integrate.com, Inc. (Infinity Data, Inc.) First Lien Term Loan SOFR(S) 1.00 % 4.65% Cash + 2.25% PIK 12.18 % 12/17/2027 $ 5,854,779 5,691,320 5,676,793 0.25 % N Integrate.com, Inc. (Infinity Data, Inc.) First Lien Incremental Term Loan SOFR(M) 1.00 % 6.15 % 11.47 % 12/17/2027 $ 294,426 275,233 285,475 0.01 % N Integrate.com, Inc. (Infinity Data, Inc.) Sr Secured Revolver SOFR(Q) 1.00 % 6.15 % 11.48 % 12/17/2027 $ 452,667 439,930 438,480 0.02 % N JOBVITE, Inc. (Employ, Inc.) First Lien Term Loan SOFR(S) 0.75 % 8.00 % 13.19 % 8/7/2028 $ 8,017,052 7,644,624 7,898,400 0.35 % N Kaseya, Inc. First Lien Term Loan SOFR(Q) 0.75 % 3.50% Cash + 2.50% PIK 11.38 % 6/25/2029 $ 9,216,319 8,927,079 9,216,319 0.41 % N Kaseya, Inc. First Lien Delayed Draw Term Loan SOFR(Q) 0.75 % 5.50 % 10.81 % 6/25/2029 $ 34,368 32,218 34,368 — N Kaseya, Inc. Sr Secured Revolver SOFR(M) 0.75 % 5.50 % 10.83 % 6/25/2029 $ 140,252 134,970 140,251 0.01 % N Kong Inc. First Lien Term Loan SOFR(M) 1.00 % 5.50% Cash + 3.25% PIK 14.19 % 11/1/2027 $ 9,797,967 9,568,944 9,790,129 0.44 % N Nvest, Inc. (SigFig) First Lien Term Loan SOFR(S) 1.00 % 7.50 % 13.18 % 9/15/2025 $ 7,318,167 7,188,817 7,173,999 0.32 % N Oversight Systems, Inc. First Lien Incremental Delayed Draw Term Loan SOFR(Q) 1.00 % 6.10 % 11.41 % 9/24/2026 $ — (3,858 ) (2,854 ) — K/N Oversight Systems, Inc. First Lien Term Loan SOFR(Q) 1.00 % 6.10 % 11.41 % 9/24/2026 $ 6,279,056 6,156,149 6,216,266 0.28 % N SEP Raptor Acquisition, Inc. (Loopio) (Canada) First Lien Term Loan SOFR(Q) 1.00 % 7.15 % 11.93 % 3/31/2027 $ 14,700,679 14,409,688 14,583,073 0.65 % H/N SEP Raptor Acquisition, Inc. (Loopio) (Canada) Sr Secured Revolver SOFR(Q) 1.00 % 7.15 % 12.44 % 3/31/2027 $ 1,572,860 1,542,260 1,560,277 0.07 % H/N SEP Eiger BidCo Ltd. (Beqom) (Switzerland) First Lien Term Loan SOFR(Q) 1.00 % 3.00% Cash + 3.50% PIK 11.81 % 5/9/2028 $ 23,361,861 22,871,482 23,249,724 1.05 % H/N SEP Eiger BidCo Ltd. (Beqom) (Switzerland) Sr Secured Revolver SOFR(Q) 1.00 % 3.00% Cash + 3.50% PIK 11.83 % 5/9/2028 $ — (24,814 ) (10,513 ) — H/K/N 14 BlackRock TCP Capital Corp. Consolidated Schedule of Investments (Unaudited) (Continued) March 31, 2024 Issuer Instrument Ref Floor Spread Total Maturity/ Principal/Shares Cost Fair % of Total Notes Debt Investments (continued) Superman Holdings, LLC (Foundation Software) First Lien Term Loan SOFR(Q) 1.00 % 6.13 % 11.43 % 8/31/2027 $ 16,057,115 $ 15,705,623 $ 16,057,115 0.72 % N Superman Holdings, LLC (Foundation Software) Sr Secured Revolver SOFR(Q) 1.00 % 6.13 % 11.43 % 8/31/2026 $ — (12,724 ) — — K/N Trintech, Inc. Sr Secured Revolver SOFR(M) 1.00 % 6.50 % 11.83 % 7/25/2029 $ 60,857 53,620 54,978 — N Trintech, Inc. First Lien Term Loan SOFR(M) 1.00 % 6.50 % 11.83 % 7/25/2029 $ 2,762,077 2,616,770 2,685,844 0.12 % N Zendesk Inc. Sr Secured Revolver SOFR(Q) 0.75 % 6.25 % 11.57 % 11/22/2028 $ — (612 ) — — K/N Zendesk Inc. First Lien Term Loan SOFR(Q) 0.75 % 6.25 % 11.57 % 11/22/2028 $ 5,717,521 5,571,843 5,746,108 0.26 % N Zendesk Inc. First Lien Delayed Draw Term Loan SOFR(Q) 0.75 % 6.25 % 11.57 % 11/22/2028 $ — 10,917 6,965 — N Zilliant Incorporated Sr Secured Revolver SOFR(M) 0.75 % 2.10% Cash + 5.00% PIK 12.43 % 12/21/2027 $ — (7,774 ) (12,148 ) — K/N Zilliant Incorporated First Lien Term Loan (0.25% Exit Fee) SOFR(M) 0.75 % 2.10% Cash + 5.00% PIK 12.43 % 12/21/2027 $ 3,891,468 3,720,179 3,731,917 0.17 % L/N 235,742,151 239,598,439 10.71 % Specialty Retail Calceus Acquisition, Inc. (Cole Haan) First Lien Term Loan SOFR(Q) 2.00 % 6.75 % 11.81 % 8/15/2029 $ 25,262,171 24,462,780 24,832,714 1.11 % G Hanna Andersson, LLC First Lien Term Loan SOFR(M) 1.00 % 7.60 % 12.91 % 7/2/2026 $ 10,877,600 10,467,940 10,660,048 0.48 % N 34,930,720 35,492,762 1.59 % Technology Hardware, Storage & Peripherals SumUp Holdings Luxembourg S.A.R.L. (United Kingdom) First Lien Delayed Draw Term Loan SOFR(Q) 1.00 % 6.75 % 12.23 % 2/17/2026 $ 41,957,143 41,429,480 42,712,371 1.91 % H/N Textiles, Apparel and Luxury Goods James Perse Enterprises, Inc. First Lien Term Loan SOFR(M) 1.00 % 6.25 % 11.58 % 9/8/2027 $ 25,417,903 24,917,422 25,417,903 1.14 % N James Perse Enterprises, Inc. Sr Secured Revolver SOFR(M) 1.00 % 6.25 % 11.58 % 9/8/2027 $ — (16,751 ) — — K/N PSEB, LLC (Eddie Bauer) First Lien Incremental Term Loan SOFR(Q) 1.00 % 6.65 % 11.99 % 12/30/2026 $ 24,500,000 24,283,737 22,809,500 1.02 % N 49,184,408 48,227,403 2.16 % Wireless Telecommunication Services OpenMarket, Inc. (Infobip) (United Kingdom) First Lien Term Loan SOFR(Q) 0.00 % 6.51 % 11.82 % 9/17/2026 $ 14,625,000 14,276,011 14,493,375 0.65 % H/N Total Debt Investments - 205.0% of Net Assets 2,046,427,336 1,954,367,643 87.37 % Equity Securities Automobiles AutoAlert, LLC Common Stock 540,248 9,016,151 10,282,595 0.46 % D/E/F/N Capital Markets Marsico Holdings, LLC Limited Partnership/Limited Liability Company Interests 91,445 — — — D/E/N Pico Quantitative Trading Holdings, LLC Warrants to Purchase Membership Units 2/7/2030 7,191 673,788 1,321,641 0.06 % D/E/N 673,788 1,321,641 0.06 % Chemicals AGY Equity, LLC Class A Preferred Stock 5,982,385 485,322 — — D/E/N AGY Equity, LLC Class B Preferred Stock 4,187,669 — — — D/E/N AGY Equity, LLC Class C Common Stock 3,290,312 — — — D/E/N 485,322 — — Communications Equipment Plate Newco 1 Limited (Avanti) (United Kingdom) Common Stock 364 — — — D/E/H/N/O 15 BlackRock TCP Capital Corp. Consolidated Schedule of Investments (Unaudited) (Continued) March 31, 2024 Issuer Instrument Ref Total Expiration Shares Cost Fair % of Total Notes Equity Securities (continued) Commercial Services & Supplies Kellermeyer Bergensons Services, LLC Preferred Stock 171,813 $ 285,933 $ 316,531 0.01 % D/N Kellermeyer Bergensons Services, LLC Common Stock 171,813 — — — D/N 285,933 316,531 0.01 % Construction & Engineering Hylan Novellus LLC Class A Units 117,124 13,817,817 1,533,200 0.07 % B/D/E/N Diversified Consumer Services Elevate Brands Holdco, Inc. Warrants to Purchase Common Stock 7/25/2030 3,980 73,107 275,013 0.01 % D/E/N Elevate Brands Holdco, Inc. Warrants to Purchase Preferred New Super Senior Shares 7/25/2030 15,793 287,104 1,091,275 0.05 % D/E/N MXP Prime Platform GmbH (SellerX) (Germany) Warrants to Purchase Common Stock 7/25/2030 5,430 66,734 253,458 0.01 % D/E/H/N Razor US LP Common Units 263,206 — — — D/N Razor US LP Class A Preferred Units Fixed 3.00 % 26,320,670 22,711,306 13,055,052 0.58 % N Razor Group GmbH (Germany) Warrants to Purchase Preferred Series A1 Shares 4/28/2028 698 13,654 52,905 — D/E/H/N Razor Group GmbH (Germany) Warrants to Purchase Series C Shares 4/28/2028 213 20,680 81,046 0.00 % D/E/H/N TVG-Edmentum Holdings, LLC Series B-1 Common Units 17,858,122 21,091,269 18,289,138 0.82 % B/D/E/N TVG-Edmentum Holdings, LLC Series B-2 Common Units 17,858,122 13,421,162 18,289,138 0.82 % B/D/E/N 57,685,016 51,387,025 2.29 % Diversified Financial Services 36th Street Capital Partners Holdings, LLC Membership Units 27,214,897 27,214,897 47,457,337 2.12 % E/F/N Conventional Lending TCP Holdings, LLC Membership Units 17,800,591 17,675,790 16,020,000 0.71 % E/F/I/N GACP I, LP (Great American Capital) Membership Units 351,847 351,847 81,869 0.00 % E/I/N GACP II, LP (Great American Capital) Membership Units 861,529 861,529 1,255,955 0.06 % E/I/N Gordon Brothers Finance Company Common Stock 10,612 — — — D/F/N Gordon Brothers Finance Company Preferred Stock Fixed 13.50 % 34,285 — — — D/F/N Worldremit Group Limited (United Kingdom) Warrants to Purchase Series D Stock 2/11/2031 42,482 28,022 161,420 0.01 % D/E/H/N Worldremit Group Limited (United Kingdom) Warrants to Purchase Series E Stock 8/27/2031 508 61 63 — D/H/N/E 46,132,146 64,976,644 2.90 % 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 29,094 216,336 201 — D/E/N Utilidata, Inc. Series A-2 Preferred Stock 257,369 153,398 42,279 — D/E/N Utilidata, Inc. Series A-1 Preferred Stock 500,000 500,000 5,004 — D/E/N 11,098,416 47,484 — Energy Equipment and Services GlassPoint, Inc. Warrants to Purchase Common Stock 9/12/2029 16 275,200 2,055,657 0.09 % D/E/N 16 BlackRock TCP Capital Corp. Consolidated Schedule of Investments (Unaudited) (Continued) March 31, 2024 Issuer Instrument Ref Total Expiration Shares Cost Fair % of Total Notes Equity Securities (continued) Household Durables Stitch Holdings, L.P. Limited Partnership/Limited Liability Company Interests 5,910 — — — D/N/E Internet Software and Services Domo, Inc. Common Stock 49,792 1,543,054 444,145 0.02 % D Domo, Inc. Warrants to Purchase Common Stock 2/17/2028 94,136 — 838,901 0.04 % D/N Fishbowl, Inc. Common Membership Units 604,479 787,032 — — D/F/N Foursquare Labs, Inc. Warrants to Purchase Series E Preferred Stock 5/4/2027 2,187,500 508,805 260,743 0.01 % D/E/N InMobi, Inc. (Singapore) Warrants to Purchase Common Stock 8/15/2027 1,327,869 212,360 2,798,575 0.13 % D/E/H/N InMobi, Inc. (Singapore) Warrants to Purchase Series E Preferred Stock 9/18/2025 1,049,996 276,492 2,250,756 0.10 % D/E/H/N InMobi, Inc. (Singapore) Warrants to Purchase Series E Preferred Stock 10/3/2028 1,511,002 93,407 1,740,067 0.08 % D/E/H/N ResearchGate Corporation (Germany) Warrants to Purchase Series D Preferred Stock 10/30/2029 333,370 202,001 65,005 — D/E/H/N/O SuCo Investors, LP (Suited Connector) Warrants to Purchase Class A Units 3/6/2033 20,072 — — — D/E/N SnapLogic, Inc. Warrants to Purchase Series Preferred Stock 3/19/2028 1,860,000 377,722 5,290,573 0.24 % D/E/N 4,000,873 13,688,765 0.62 % IT Services Fidelis (SVC), LLC Preferred Unit-C 657,932 2,001,384 — — D/E/N Media MBS Parent, LLC Limited Partnership/Limited Liability Company Interests 546 21,204 22,000 — D/N Quora, Inc. Warrants to Purchase Series D Preferred Stock 4/11/2029 507,704 65,245 108,074 0.00 % D/E/N SoundCloud, Ltd. (United Kingdom) Warrants to Purchase Preferred Stock 4/29/2025 946,498 79,082 611,307 0.03 % D/E/H/N 165,531 741,381 0.03 % Oil, Gas and Consumable Fuels Iracore Investments Holdings, Inc. Class A Common Stock 16,207 4,177,710 2,126,374 0.10 % B/D/E/N Pharmaceuticals Inotiv, Inc. Common Stock 14,578 — 159,483 0.01 % D/E Professional Services Anacomp, Inc. Class A Common Stock 1,255,527 26,711,048 875,140 0.04 % D/E/F/N Software Grey Orange International Inc. Warrants to Purchase Common Stock 5/6/2032 10,538 546 2,108 — D/E/N Tradeshift, Inc. Warrants to Purchase Series D Preferred Stock 3/26/2027 1,712,930 577,843 — — D/E/N 578,389 2,108 — Trading Companies & Distributors Blackbird Holdco, Inc. (Ohio Transmission Corp.) Preferred Stock Fixed 12.50 % 9,586 12,529,524 12,537,625 0.56 % E/N Total Equity Securities - 17.0% of Net Assets 189,634,248 162,051,653 7.24 % Total Investments - 222.0% of Net Assets $ 2,236,061,584 $ 2,116,419,296 94.61 % Cash and Cash Equivalents - 12.6% of Net Assets $ 120,572,710 5.39 % Total Cash and Investments - 234.6% of Net Assets $ 2,236,992,006 100.00 % M Interest Rate Swap as of March 31, 2024 Company Receives Fixed Company Pays Floating Counterparty Maturity Date Payment Frequency Notional Amount Derivative Liability at Fair Value Interest rate swap 2.633% 1 Day SOFR CME 6/9/2025 Annual 35,000,000 $ (1,670,896 ) 17 BlackRock TCP Capital Corp. Consolidated Schedule of Investments (Unaudited) (Continued) March 31, 2024 Notes to Consolidated Schedule of Investments: LIBOR/SOFR or EURIBOR resets monthly (M), quarterly (Q), semiannually (S), or annually (A). Excluding $586,903,708 of investments acquired in connection with the Merger, aggregate acquisitions and aggregate dispositions of investments, other than government securities, totaled See accompanying notes to the consolidated financial statements. 18 BlackRock TCP Capital Corp. Consolidated Schedule of Investments December 31, 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(Q) 1.00 % 6.75 % 12.39 % 4/15/2026 $ 5,954,228 $ 5,902,287 $ 5,817,281 0.35 % G/N ALCV Purchaser, Inc. (AutoLenders) Sr Secured Revolver SOFR(Q) 1.00 % 6.75 % 12.39 % 4/15/2026 $ 662,974 658,294 647,726 0.04 % G/N AutoAlert, LLC First Lien Incremental Term Loan SOFR(Q) 1.00 % 5.40 % 10.79 % 3/31/2028 $ 18,812,631 18,812,631 18,812,631 1.13 % F/N AutoAlert, LLC Second Lien Incremental Term Loan SOFR(Q) 1.00 % 9.40 % 14.79 % 3/31/2029 $ 9,256,229 9,256,229 9,256,229 0.55 % F/N 34,629,441 34,533,867 2.07 % Building Products Porcelain Acquisition Corporation (Paramount) First Lien Term Loan SOFR(Q) 1.00 % 6.10 % 11.45 % 4/30/2027 $ 7,063,314 6,974,654 6,554,755 0.39 % N Capital Markets Pico Quantitative Trading, LLC First Lien Term Loan (1.0% Exit Fee) SOFR(Q) 1.50 % 7.51 % 12.88 % 2/7/2025 $ 21,791,007 21,536,495 21,965,335 1.32 % L/N Pico Quantitative Trading, LLC First Lien Incremental Term Loan (1.0% Exit Fee) SOFR(Q) 1.50 % 7.51 % 12.89 % 2/7/2025 $ 24,415,870 23,922,187 24,391,455 1.46 % L/N 45,458,682 46,356,790 2.78 % Commercial Services & Supplies Modigent, LLC (fka Pueblo Mechanical and Controls, LLC) First Lien Term Loan SOFR(Q) 0.75 % 6.25 % 11.63 % 8/23/2028 $ 357,969 350,756 352,349 0.02 % N Modigent, LLC (fka Pueblo Mechanical and Controls, LLC) First Lien Delayed Draw Term Loan SOFR(Q) 0.75 % 6.25 % 11.60 % 8/23/2028 $ 248,281 243,106 244,383 0.01 % N Modigent, LLC (fka Pueblo Mechanical and Controls, LLC) Sr Secured Revolver ABR 0.75 % 5.25 % 13.75 % 8/23/2027 $ 19,583 18,469 18,684 — N Thermostat Purchaser III, Inc. (Reedy Industries) Second Lien Term Loan SOFR(Q) 0.75 % 7.40 % 12.79 % 8/31/2029 $ 7,767,802 7,676,913 7,426,019 0.45 % N 8,289,244 8,041,435 0.48 % Communications Equipment Plate Newco 1 Limited (Avanti) (United Kingdom) Subordinated E1 Term Loan LIBOR(Q) — 12.50% PIK 12.50 % 4/13/2024 $ 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 % 4/13/2024 $ 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 % 4/13/2024 $ 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 % 10/13/2024 $ 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 % 6.26 % 11.61 % 3/31/2028 $ — (29,212 ) (36,515 ) — K/N CSG Buyer, Inc. (Core States) First Lien Term Loan SOFR(Q) 1.00 % 6.26 % 11.61 % 3/31/2028 $ 8,825,389 8,648,881 8,604,754 0.51 % N CSG Buyer, Inc. (Core States) First Lien Delayed Draw Term Loan SOFR(Q) 1.00 % 6.26 % 11.61 % 3/31/2028 $ — (58,423 ) (73,029 ) — K/N Homerenew Buyer, Inc. (Project Dream) First Lien Term Loan SOFR(Q) 1.00 % 6.65 % 12.19 % 11/23/2027 $ 2,481,621 2,438,418 2,352,577 0.14 % N Homerenew Buyer, Inc. (Project Dream) First Lien Delayed Draw Term Loan SOFR(Q) 1.00 % 6.65 % 12.18 % 11/23/2027 $ 2,788,293 2,744,082 2,643,302 0.16 % N Homerenew Buyer, Inc. (Project Dream) Sr Secured Revolver SOFR(Q) 1.00 % 6.65 % 12.19 % 11/23/2027 $ 690,482 679,463 654,577 0.04 % N Hylan Intermediate Holding II, LLC Second Lien Term Loan SOFR(S) 1.00 % 10.00 % 15.47 % 3/11/2027 $ 5,237,535 5,086,500 5,232,821 0.31 % B/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 4,979,720 0.30 % B/N LJ Avalon Holdings, LLC (Ardurra) Sr Secured Revolver SOFR(Q) 1.00 % 6.65 % 12.04 % 2/1/2030 $ — (21,388 ) (12,565 ) — K/N LJ Avalon Holdings, LLC (Ardurra) First Lien Delayed Draw Term Loan SOFR(Q) 1.00 % 6.65 % 12.03 % 2/1/2030 $ 816,228 761,052 784,845 0.05 % N LJ Avalon Holdings, LLC (Ardurra) First Lien Term Loan SOFR(Q) 1.00 % 6.65 % 12.04 % 2/1/2030 $ 5,126,947 4,990,101 5,050,043 0.30 % N Vortex Companies, LLC First Lien Delayed Draw Term Loan SOFR(M) 1.00 % 6.00 % 11.36 % 9/4/2029 $ 214,651 210,049 210,358 0.01 % N Vortex Companies, LLC Sr Secured Revolver SOFR(M) 1.00 % 6.00 % 11.36 % 9/4/2029 $ 9,578 7,913 8,016 — N Vortex Companies, LLC First Lien Term Loan SOFR(M) 1.00 % 6.00 % 11.36 % 9/4/2029 $ 331,201 324,038 324,577 0.02 % N 30,765,181 30,723,481 1.84 % 19 BlackRock TCP Capital Corp. Consolidated Schedule of Investments (Continued) December 31, 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 % 14.50 % 9/21/2027 $ 7,500,000 $ 7,346,913 $ 7,237,500 0.43 % N Freedom Financial Network Funding, LLC First Lien Delayed Draw Term Loan SOFR(S) 1.00 % 9.00 % 14.64 % 9/21/2027 $ 2,500,000 2,450,322 2,412,500 0.14 % N Lucky US BuyerCo, LLC (Global Payments) Sr Secured Revolver SOFR(Q) 1.00 % 7.50 % 12.85 % 3/30/2029 $ — (7,333 ) (4,947 ) — K/N Lucky US BuyerCo, LLC (Global Payments) First Lien Term Loan SOFR(Q) 1.00 % 7.50 % 12.85 % 3/30/2029 $ 2,159,767 2,100,379 2,121,323 0.13 % N Money Transfer Acquisition Inc. First Lien Term Loan SOFR(M) 1.00 % 8.35 % 13.71 % 12/14/2027 $ 6,852,007 6,732,469 6,714,966 0.41 % N 18,622,750 18,481,342 1.11 % Containers & Packaging BW Holding, Inc. (Brook & Whittle) Second Lien Term Loan SOFR(Q) 0.75 % 7.50 % 13.04 % 12/14/2029 $ 13,079,848 12,836,393 11,667,224 0.70 % N Distributors Colony Display, LLC First Lien Term Loan (15% Exit Fee) SOFR(Q) 1.00 % 6.76% Cash + 3.00% PIK 15.11 % 6/30/2026 $ 7,037,045 6,962,201 6,389,637 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 $ 457,642 449,013 453,477 0.03 % N Fusion Holding Corp. (Finalsite) Sr Secured Revolver SOFR(Q) 0.75 % 6.25 % 11.72 % 9/15/2027 $ — (631 ) (385 ) — K/N Razor Group GmbH (Germany) First Lien Delayed Draw Term Loan SOFR(M) 2.00 % 5.00% Cash + 5.00% PIK 15.37 % 4/30/2025 $ 43,330,478 43,409,327 41,632,537 2.50 % 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 $ 4,818,557 4,818,557 4,659,545 0.28 % H/N SellerX Germany GmbH (Germany) First Lien B Delayed Draw Term Loan SOFR(Q) 2.00 % 4.50% Cash + 4.50% PIK 14.35 % 5/23/2026 $ — — (55,380 ) — H/K/N SellerX Germany GmbH (Germany) First Lien A1 Term Loan SOFR(Q) 2.00 % 4.50% Cash + 4.50% PIK 14.35 % 5/23/2026 $ 18,438,731 18,438,731 18,235,905 1.09 % H/N SellerX Germany GmbH (Germany) First Lien A2 Term Loan SOFR(Q) 2.00 % 4.50% Cash + 4.50% PIK 14.35 % 5/23/2026 $ 20,812,783 20,812,783 20,583,842 1.23 % H/N Thras.io, LLC First Lien Term Loan SOFR(Q) 1.00 % 9.26 % 14.61 % 12/18/2026 $ 33,034,714 32,603,849 16,076,839 0.96 % C Whele, LLC (PerchHQ) First Lien Incremental Term Loan SOFR(M) 1.00 % 11.50% PIK 13.82 % 10/15/2025 $ 19,398,793 19,438,393 13,171,781 0.79 % C/N 139,970,022 114,758,161 6.88 % Diversified Financial Services 2-10 Holdco, Inc. First Lien Term Loan SOFR(M) 0.75 % 6.10 % 11.46 % 3/26/2026 $ 8,082,534 8,071,292 7,952,405 0.48 % N 2-10 Holdco, Inc. Sr Secured Revolver SOFR(M) 0.75 % 6.10 % 11.46 % 3/26/2026 $ — (841 ) (11,651 ) — K/N 36th Street Capital Partners Holdings, LLC Senior Note Fixed — — 12.00 % 11/30/2025 $ 52,318,937 52,318,937 52,318,937 3.13 % E/F/N Accordion Partners LLC First Lien Term Loan SOFR(Q) 0.75 % 6.00 % 11.35 % 8/29/2029 $ 1,263,739 1,239,642 1,276,376 0.08 % N Accordion Partners LLC First Lien Delayed Draw Term Loan A SOFR(Q) 0.75 % 6.25 % 11.60 % 8/29/2029 $ 101,227 99,281 102,239 0.01 % N Accordion Partners LLC Sr Secured Revolver SOFR(Q) 0.75 % 6.00 % 11.35 % 8/31/2028 $ — (1,973 ) — — K/N Accordion Partners LLC First Lien Delayed Draw Term Loan B SOFR(Q) 0.75 % 6.00 % 11.38 % 8/29/2029 $ 154,375 151,371 155,919 0.01 % N GC Champion Acquisition LLC (Numerix) First Lien Term Loan SOFR(S) 1.00 % 6.25 % 11.71 % 8/21/2028 $ 696,464 685,047 682,883 0.04 % N GC Champion Acquisition LLC (Numerix) First Lien Delayed Draw Term Loan SOFR(S) 1.00 % 6.25 % 11.71 % 8/21/2028 $ 193,462 190,274 189,690 0.01 % N Libra Solutions Intermediate Holdco, LLC et al (fka Oasis Financial, LLC) Second Lien Term Loan SOFR(M) 1.00 % 8.62 % 13.97 % 7/5/2026 $ 17,633,544 17,441,040 17,280,873 1.04 % N TransNetwork, LLC First Lien Term Loan SOFR(Q) 0.50 % 5.50 % 10.87 % 11/20/2030 $ 1,000,000 960,000 997,500 0.06 % N Wealth Enhancement Group, LLC First Lien Delayed Draw Term Loan SOFR(Q) 1.00 % 5.85 % 11.23 % 10/4/2027 $ 399,109 397,266 393,271 0.02 % N Wealth Enhancement Group, LLC Sr Secured Revolver SOFR(Q) 1.00 % 6.25 % 11.63 % 10/4/2027 $ — (94 ) (335 ) — K/N Worldremit Group Limited (United Kingdom) First Lien Term Loan (3.0% Exit Fee) SOFR(M) 1.00 % 9.40 % 14.78 % 2/11/2025 $ 43,629,951 43,288,691 42,102,902 2.52 % H/L/N 124,839,933 123,441,009 7.40 % 20 BlackRock TCP Capital Corp. Consolidated Schedule of Investments (Continued) December 31, 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 % 14.26 % 10/31/2025 $ 26,345,954 $ 26,259,652 $ 13,831,626 0.83 % Electric Utilities Conergy Asia & ME Pte. Ltd. (Singapore) First Lien Term Loan Fixed — — — 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 — — — 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 1,367,273 0.08 % D/F/H/N 14,224,535 1,468,588 0.09 % Health Care Technology Appriss Health, LLC (PatientPing) First Lien Term Loan SOFR(Q) 1.00 % 6.90 % 12.32 % 5/6/2027 $ 8,086,281 7,990,592 7,932,642 0.48 % N Appriss Health, LLC (PatientPing) Sr Secured Revolver SOFR(Q) 1.00 % 6.90 % 12.32 % 5/6/2027 $ — (6,114 ) (10,346 ) — K/N CareATC, Inc. First Lien Term Loan SOFR(Q) 1.00 % 7.85 % 13.23 % 3/14/2026 $ 13,767,771 13,638,522 13,492,416 0.81 % N CareATC, Inc. Sr Secured Revolver SOFR(Q) 1.00 % 7.85 % 13.23 % 3/14/2026 $ — (4,367 ) (12,146 ) — K/N ESO Solutions, Inc. First Lien Term Loan SOFR(M) 1.00 % 7.00 % 12.36 % 5/3/2027 $ 23,802,071 23,478,616 23,159,415 1.39 % N ESO Solutions, Inc. Sr Secured Revolver SOFR(M) 1.00 % 7.00 % 12.36 % 5/3/2027 $ 1,050,166 1,029,786 1,002,909 0.06 % N Gainwell Acquisition Corp. Second Lien Term Loan SOFR(Q) 1.00 % 8.10 % 13.52 % 10/2/2028 $ 5,727,820 5,707,000 5,584,624 0.33 % N Sandata Technologies, LLC First Lien Delayed Draw Term Loan SOFR(Q) 1.00 % 6.15 % 11.51 % 7/23/2024 $ 860,842 841,342 860,842 0.05 % N Sandata Technologies, LLC First Lien Term Loan SOFR(Q) — 6.15 % 11.50 % 7/23/2024 $ 20,250,000 20,206,261 20,169,000 1.21 % N Sandata Technologies, LLC Sr Secured Revolver SOFR(Q) — 6.15 % 11.52 % 7/23/2024 $ 1,200,000 1,195,468 1,191,000 0.07 % N 74,077,106 73,370,356 4.40 % 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 12.45 % 6/28/2028 $ 4,621,017 4,553,794 3,830,823 0.23 % L/N PHC Buyer, LLC (Patriot Home Care) First Lien Term Loan SOFR(Q) 0.75 % 6.00 % 11.50 % 5/4/2028 $ 10,236,675 10,080,420 9,956,190 0.59 % N PHC Buyer, LLC (Patriot Home Care) First Lien Delayed Draw Term Loan SOFR(Q) 0.75 % 6.00 % 11.39 % 5/4/2028 $ 692,838 635,134 584,359 0.04 % N Team Services Group, LLC Second Lien Term Loan SOFR(S) 1.00 % 9.00 % 14.88 % 11/13/2028 $ 27,855,847 27,242,251 26,184,497 1.57 % G/N 42,511,599 40,555,869 2.43 % Hotels, Restaurants and Leisure Fishbowl, Inc. First Lien Term Loan SOFR(Q) 1.00 % 5.26 % 10.61 % 5/27/2027 $ 12,089,579 12,089,579 12,089,579 0.73 % F/N Mesquite Bidco, LLC Sr Secured Revolver SOFR(Q) 1.00 % 7.00 % 12.48 % 11/30/2029 $ — (47,562 ) (47,562 ) — K/N Mesquite Bidco, LLC First Lien Term Loan SOFR(Q) 1.00 % 7.10 % 12.48 % 11/30/2029 $ 26,159,150 25,382,587 25,374,376 1.52 % N OCM Luxembourg Baccarat BidCo S.À R.L. (Interblock) (Slovenia) First Lien Term Loan SOFR(Q) 0.75 % 5.75 % 11.11 % 6/3/2027 $ 228,588 225,234 225,296 0.01 % H/N OCM Luxembourg Baccarat BidCo S.À R.L. (Interblock) (Slovenia) Sr Secured Revolver SOFR(M) 0.75 % 5.75 % 11.11 % 6/3/2027 $ 18,519 18,257 18,252 — H/N Showtime Acquisition, L.L.C. (World Choice) Sr Secured Revolver SOFR(S) 1.00 % 7.60 % 12.98 % 8/7/2028 $ — (32,730 ) (23,380 ) — K/N Showtime Acquisition, L.L.C. (World Choice) First Lien Delayed Draw Term Loan SOFR(Q) 1.00 % 7.60 % 12.97 % 8/7/2028 $ — (26,241 ) (18,704 ) — K/N Showtime Acquisition, L.L.C. (World Choice) First Lien Term Loan SOFR(Q) 1.00 % 7.60 % 12.98 % 8/7/2028 $ 18,093,621 17,616,543 17,767,936 1.07 % N 55,225,667 55,385,793 3.33 % Household Durables Bad Boy Mowers JV Acquisition, LLC First Lien Term Loan SOFR(Q) 1.00 % 6.00 % 11.37 % 11/9/2029 $ 666,667 650,234 640,000 0.04 % Notes 21 BlackRock TCP Capital Corp. Consolidated Schedule of Investments (Continued) December 31, 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(Q) 0.75 % 5.75 % 11.14 % 8/31/2029 $ 1,800,000 $ 1,769,190 $ 1,782,000 0.11 % N AmeriLife Holdings, LLC First Lien Delayed Draw Term Loan SOFR(Q) 0.75 % 5.75 % 11.14 % 8/31/2029 $ 375,115 367,470 370,601 0.02 % N AmeriLife Holdings, LLC Sr Secured Revolver SOFR(Q) 0.75 % 5.75 % 11.14 % 8/31/2028 $ — (3,563 ) (2,273 ) — K/N Integrity Marketing Acquisition, LLC Sr Secured Revolver SOFR(Q) 0.75 % 6.00 % 11.39 % 8/27/2026 $ — (535,197 ) — — K/N Integrity Marketing Acquisition, LLC First Lien Term Loan SOFR(Q) 0.75 % 6.50 % 11.89 % 8/27/2026 $ 10,152,275 10,015,937 10,152,275 0.61 % N IT Parent, LLC (Insurance Technologies) First Lien Term Loan SOFR(M) 1.00 % 6.35 % 11.71 % 10/1/2026 $ 4,784,799 4,733,187 4,540,774 0.27 % N IT Parent, LLC (Insurance Technologies) Sr Secured Revolver SOFR(M) 1.00 % 6.35 % 11.70 % 10/1/2026 $ 520,833 514,360 488,958 0.03 % N Peter C. Foy & Associates Insurance Services, LLC (PCF Insurance) First Lien Delayed Draw Term Loan SOFR(M) 0.75 % 6.11 % 11.47 % 11/1/2028 $ 2,957,002 2,922,362 2,945,174 0.18 % N 19,783,746 20,277,509 1.22 % Internet and Catalog Retail CommerceHub, Inc. First Lien Term Loan SOFR(Q) 0.75 % 6.40 % 11.79 % 12/29/2027 $ 954,643 899,762 888,295 0.05 % N Syndigo, LLC Second Lien Term Loan SOFR(M) 0.75 % 8.00 % 13.48 % 12/14/2028 $ 12,141,870 12,011,417 11,109,811 0.67 % G/N 12,911,179 11,998,106 0.72 % Internet Software and Services Acquia, Inc. Sr Secured Revolver SOFR(S) 1.00 % 7.25 % 12.72 % 10/31/2025 $ 930,531 918,376 930,531 0.06 % N Acquia, Inc. First Lien Term Loan SOFR(S) 1.00 % 7.25 % 12.74 % 10/31/2025 $ 25,299,736 25,087,954 25,299,736 1.52 % N Anaconda, Inc. First Lien Term Loan SOFR(M) 1.00 % 7.50 % 12.85 % 8/22/2027 $ 5,717,940 5,670,100 5,609,300 0.34 % N Astra Acquisition Corp. (Anthology) Second Lien Term Loan SOFR(Q) 0.75 % 9.14 % 14.48 % 10/25/2029 $ 20,715,038 20,393,463 12,429,023 0.75 % G/N Bynder Bidco, Inc. (Netherlands) Sr Secured Revolver A SOFR(Q) 1.00 % 7.25 % 12.63 % 1/26/2029 $ — (6,180 ) (4,180 ) — H/K/N Bynder Bidco, Inc. (Netherlands) First Lien Term Loan A SOFR(Q) 1.00 % 7.25 % 12.63 % 1/26/2029 $ 3,000,000 2,920,136 2,948,400 0.18 % H/N Bynder Bidco B.V. (Netherlands) Sr Secured Revolver B SOFR(Q) 1.00 % 7.25 % 12.63 % 1/26/2029 $ — (22,430 ) (15,170 ) — H/K/N Bynder Bidco B.V. (Netherlands) First Lien Term Loan B SOFR(Q) 1.00 % 7.25 % 12.63 % 1/26/2029 $ 10,875,000 10,585,492 10,687,950 0.64 % H/N Domo, Inc. First Lien Delayed Draw Term Loan (7.0% Exit Fee) SOFR(Q) 1.50 % 5.76% Cash + 2.50% PIK 13.64 % 4/1/2025 $ 57,683,682 57,621,710 57,452,947 3.45 % L/N Domo, Inc. First Lien PIK Term Loan Fixed — 9.50% PIK 9.50 % 4/1/2025 $ 3,423,038 933,160 3,269,001 0.20 % N e-Discovery Acquireco, LLC (Reveal) Sr Secured Revolver SOFR(Q) 1.00 % 6.50 % 11.89 % 8/29/2029 $ — (1,970 ) (2,058 ) — K/N e-Discovery Acquireco, LLC (Reveal) First Lien Term Loan SOFR(Q) 1.00 % 6.50 % 11.89 % 8/29/2029 $ 916,667 894,416 894,025 0.05 % N Gympass US, LLC First Lien Term Loan SOFR(M) 1.00 % 4.00% Cash + 4.00% PIK 13.47 % 7/8/2027 $ 530,257 526,407 530,257 0.03 % N InMoment, Inc. First Lien Term Loan SOFR(Q) 0.75 % 5.00% cash + 2.50% PIK 12.96 % 6/8/2028 $ 7,749,018 7,627,539 7,520,422 0.45 % N Magenta Buyer, LLC (McAfee) First Lien Incremental Term Loan Fixed — 12.00 % 12.00 % 7/27/2028 $ 4,196,286 3,854,119 3,252,122 0.20 % G Magenta Buyer, LLC (McAfee) Second Lien Term Loan SOFR(Q) 0.75 % 8.51 % 13.89 % 7/27/2029 $ 20,000,000 19,770,718 8,000,000 0.48 % G Oranje Holdco, Inc. (KnowBe4) Sr Secured Revolver SOFR(Q) 1.00 % 7.75 % 13.13 % 2/1/2029 $ — (26,159 ) — — K/N Oranje Holdco, Inc. (KnowBe4) First Lien Term Loan SOFR(Q) 1.00 % 7.50 % 12.88 % 2/1/2029 $ 9,838,988 9,620,806 9,947,217 0.60 % N Persado, Inc. First Lien Term Loan (6.575% Exit Fee) SOFR(M) 1.80 % 7.50 % 12.84 % 6/10/2027 $ 12,171,367 12,078,305 11,209,829 0.67 % L/N Pluralsight, Inc. First Lien Term Loan SOFR(Q) 1.00 % 8.15 % 13.56 % 4/6/2027 $ 32,582,872 32,162,182 31,768,301 1.91 % N Pluralsight, Inc. Sr Secured Revolver SOFR(Q) 1.00 % 8.15 % 13.56 % 4/6/2027 $ 1,878,109 1,850,684 1,817,680 0.11 % N Quartz Holding Company (Quick Base) Second Lien Term Loan SOFR(M) — 8.10 % 13.46 % 4/2/2027 $ 9,903,019 9,797,435 9,903,019 0.59 % N 22 BlackRock TCP Capital Corp. Consolidated Schedule of Investments (Continued) December 31, 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 % 12.55 % 10/1/2024 $ 7,500,000 $ 8,205,097 $ 8,017,274 0.47 % H/L/N/O Sailpoint Technologies Holdings, Inc. First Lien Term Loan SOFR(M) 0.75 % 6.00 % 11.36 % 8/16/2029 $ 462,462 454,559 462,092 0.03 % N Sailpoint Technologies Holdings, Inc. Sr Secured Revolver SOFR(M) 0.75 % 6.00 % 11.36 % 8/16/2028 $ — (580 ) (83 ) — K/N Spartan Bidco Pty Ltd (StarRez) (Australia) First Lien Incremental Term Loan SOFR(Q) 0.75 % 0.90% Cash + 6.25% PIK 12.53 % 1/24/2028 $ 541,794 533,702 536,431 0.03 % H/I/N Suited Connector, LLC Sr Secured Revolver SOFR(Q) 1.00 % 6.20% Cash + 2.00% PIK 13.58 % 12/1/2027 $ 584,388 576,331 383,359 0.02 % N Suited Connector, LLC First Lien Term Loan SOFR(Q) 1.00 % 6.20% Cash + 2.00% PIK 13.57 % 12/1/2027 $ 3,629,082 3,577,053 2,380,678 0.14 % N 235,602,425 215,228,103 12.92 % IT Services Avalara, Inc. Sr Secured Revolver SOFR(Q) 0.75 % 7.25 % 12.60 % 10/19/2028 $ — (903 ) — — K/N Avalara, Inc. First Lien Term Loan SOFR(Q) 0.75 % 7.25 % 12.60 % 10/19/2028 $ 450,000 440,589 456,750 0.03 % N Crewline Buyer, Inc. (New Relic) Sr Secured Revolver SOFR(Q) 1.00 % 6.75 % 12.10 % 11/8/2030 $ — (2,003 ) (818 ) — K/N Crewline Buyer, Inc. (New Relic) First Lien Term Loan SOFR(Q) 1.00 % 6.75 % 12.10 % 11/8/2030 $ 784,906 765,420 777,057 0.05 % N Ensono, Inc. Second Lien Term Loan B SOFR(M) — 8.11 % 13.47 % 5/28/2029 $ 15,000,000 14,897,865 14,610,000 0.88 % G/N Madison Logic Holdings, Inc. Sr Secured Revolver SOFR(Q) 1.00 % 7.00 % 12.35 % 12/30/2027 $ — (25,722 ) (29,959 ) — K/N Madison Logic Holdings, Inc. First Lien Term Loan SOFR(Q) 1.00 % 7.00 % 12.35 % 12/29/2028 $ 14,796,820 14,395,217 14,382,509 0.86 % N Serrano Parent, LLC (Sumo Logic) Sr Secured Revolver SOFR(Q) 0.75 % 6.50 % 11.88 % 5/13/2030 $ — (2,053 ) (540 ) — K/N Serrano Parent, LLC (Sumo Logic) First Lien Term Loan SOFR(Q) 1.00 % 6.50 % 11.88 % 5/13/2030 $ 900,000 878,238 894,600 0.05 % N Xactly Corporation Sr Secured Revolver SOFR(Q) 1.00 % 7.35 % 12.74 % 7/31/2025 $ — — — — N Xactly Corporation First Lien Incremental Term Loan SOFR(Q) 1.00 % 7.35 % 12.74 % 7/31/2025 $ 14,671,682 14,671,682 14,671,682 0.88 % N 46,018,330 45,761,281 2.75 % Leisure Products Blue Star Sports Holdings, Inc. First Lien Delayed Draw Term Loan SOFR(S) 1.00 % 6.00% cash + 3.50% PIK 14.92 % 6/15/2024 $ 71,413 71,322 68,713 — N Blue Star Sports Holdings, Inc. Sr Secured Revolver SOFR(S) 1.00 % 6.00% cash + 3.50% PIK 14.94 % 6/15/2024 $ 142,322 142,142 136,942 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 $ 1,959,653 1,956,621 1,885,579 0.11 % N Peloton Interactive, Inc. First Lien Term Loan SOFR(S) 0.50 % 7.10 % 12.48 % 5/25/2027 $ 98,500 95,531 99,214 0.01 % G/J 2,265,616 2,190,448 0.13 % Life Sciences Tools & Services Alcami Corporation First Lien Delayed Draw Term Loan SOFR(M) 1.00 % 7.10 % 12.46 % 12/21/2028 $ — (16,005 ) 10,925 — K/N Alcami Corporation Sr Secured Revolver SOFR(M) 1.00 % 7.10 % 12.46 % 12/21/2028 $ — (25,480 ) — — K/N Alcami Corporation First Lien Term Loan SOFR(M) 1.00 % 7.10 % 12.46 % 12/21/2028 $ 6,489,635 6,287,606 6,619,428 0.40 % N 6,246,121 6,630,353 0.40 % Machinery Sonny’s Enterprises, LLC First Lien Term Loan SOFR(Q) 1.00 % 6.90 % 12.28 % 8/5/2028 $ 13,593,271 13,341,301 13,865,137 0.83 % N 13,341,301 13,865,137 0.83 % Media NEP Group, Inc. et al Second Lien Term Loan SOFR(M) — 7.11 % 12.47 % 10/19/2026 $ 14,500,000 14,189,402 11,672,500 0.70 % G Khoros, LLC (Lithium) First Lien Incremental Term Loan SOFR(Q) 1.00 % 4.50% Cash + 4.50% PIK 14.39 % 1/3/2024 $ 29,509,107 29,369,194 23,666,304 1.42 % N Streamland Media Midco LLC First Lien Term Loan SOFR(Q) 1.00 % 7.01% Cash + 0.50% PIK 12.89 % 12/31/2024 $ 375,800 372,235 355,131 0.02 % N Terraboost Media Operating Company, LLC First Lien Term Loan SOFR(Q) 1.00 % 6.65 % 12.00 % 8/23/2026 $ 10,364,664 10,236,830 9,214,186 0.55 % N 54,167,661 44,908,121 2.69 % Oil, Gas and Consumable Fuels Iracore International Holdings, Inc. First Lien Term Loan SOFR(Q) 1.00 % 9.15 % 14.50 % 4/12/2024 $ 1,324,151 1,324,151 1,324,151 0.08 % B/N Palmdale Oil Company, LLC First Lien Term Loan SOFR(Q) 1.00 % 6.75 % 12.06 % 10/2/2029 $ 1,000,000 970,518 975,000 0.06 % N 2,294,669 2,299,151 0.14 % Paper and Forest Products Alpine Acquisition Corp II (48Forty) First Lien Term Loan SOFR(M) 1.00 % 6.10 % 11.44 % 11/30/2026 $ 20,158,690 19,877,911 19,467,247 1.17 % N Alpine Acquisition Corp II (48Forty) Sr Secured Revolver SOFR(M) 1.00 % 6.10 % 11.44 % 11/30/2026 $ 107,443 104,030 101,300 0.01 % N FSK Pallet Holding Corp. (Kamps) First Lien Term Loan SOFR(Q) 1.25 % 6.15 % 11.56 % 12/23/2026 $ 10,413,534 10,166,872 10,038,647 0.60 % N 30,148,813 29,607,194 1.78 % Pharmaceuticals Nephron Pharmaceuticals Corp. et al First Lien Term Loan B SOFR(Q) 1.50 % 9.00 % 16.57 % 9/11/2026 $ 23,709,677 22,839,598 20,508,871 1.23 % N 23 BlackRock TCP Capital Corp. Consolidated Schedule of Investments (Continued) December 31, 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 % 10.40 % 9/20/2025 $ 15,127,466 $ 15,097,104 $ 15,127,466 0.91 % N Applause App Quality, Inc. Sr Secured Revolver SOFR(S) 1.00 % 5.00 % 10.40 % 9/20/2025 $ — (4,975 ) — — 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 1,710,739 0.10 % C/N DTI Holdco, Inc. (Epiq Systems, Inc.) Second Lien Term Loan SOFR(Q) 0.75 % 7.75 % 13.13 % 4/26/2030 $ 7,500,000 7,377,765 6,562,500 0.39 % G/N GI Consilio Parent, LLC Second Lien Term Loan SOFR(M) 0.50 % 7.50 % 12.97 % 5/14/2029 $ 10,000,000 9,937,579 10,000,000 0.60 % G/N ICIMS, Inc. First Lien Delayed Draw Term Loan SOFR(Q) 0.75 % 3.38% Cash + 3.88% PIK 12.62 % 8/18/2028 $ — — (5,760 ) — K/N ICIMS, Inc. Sr Secured Revolver SOFR(Q) 0.75 % 6.75 % 12.10 % 8/18/2028 $ 66,269 60,824 63,690 — N ICIMS, Inc. First Lien Term Loan SOFR(Q) 0.75 % 3.38% Cash + 3.88% PIK 12.62 % 8/18/2028 $ 8,783,644 8,656,913 8,728,775 0.52 % N JobandTalent USA, Inc. (United Kingdom) First Lien Delayed Draw Term Loan (3.0% Exit Fee) SOFR(M) 1.00 % 8.86 % 14.22 % 2/17/2025 $ 18,590,587 18,462,713 18,107,231 1.10 % H/L/N JobandTalent USA, Inc. (United Kingdom) First Lien Term Loan (3.0% Exit Fee) SOFR(M) 1.00 % 8.86 % 14.22 % 2/17/2025 $ 26,409,413 26,210,523 25,722,768 1.54 % H/L/N 93,365,760 86,017,409 5.16 % Real Estate Management and Development Greystone Affordable Housing Initiatives, LLC First Lien Delayed Draw Term Loan SOFR(S) 1.25 % 6.43 % 11.84 % 3/2/2026 $ 4,666,667 4,666,667 4,634,000 0.28 % I/N Greystone Select Company II, LLC (Passco) First Lien Term Loan SOFR(M) 1.50 % 6.61 % 11.97 % 3/21/2027 $ 8,181,818 8,057,028 8,116,364 0.48 % N 12,723,695 12,750,364 0.76 % Road and Rail Motive Technologies, Inc. (fka Keep Truckin, Inc.) First Lien Term Loan SOFR(M) 1.00 % 7.68 % 13.18 % 4/8/2025 $ 40,000,000 39,746,666 39,840,000 2.39 % N Semiconductors and Semiconductor Equipment Emerald Technologies (U.S.) AcquisitionCo, Inc. First Lien Term Loan SOFR(Q) 1.00 % 6.40 % 11.79 % 12/29/2027 $ 5,354,918 5,276,269 4,872,975 0.29 % G/N Emerald Technologies (U.S.) AcquisitionCo, Inc. Sr Secured Revolver SOFR(M) 1.00 % 6.10 % 11.46 % 12/29/2026 $ 1,422,037 1,241,272 1,166,324 0.07 % G/N 6,517,541 6,039,299 0.36 % Software Aerospike, Inc. First Lien Term Loan (0.50% Exit Fee) SOFR(M) 1.00 % 7.50 % 12.97 % 12/29/2025 $ 9,958,261 9,867,485 9,878,595 0.59 % L/N AlphaSense, Inc. First Lien Term Loan SOFR(M) 1.00 % 7.00 % 12.47 % 3/11/2027 $ 25,095,612 24,913,264 25,165,879 1.51 % N Aras Corporation Sr Secured Revolver SOFR(Q) 1.00 % 6.65 % 12.04 % 4/13/2027 $ 756,022 746,002 728,107 0.04 % N Aras Corporation First Lien Term Loan SOFR(Q) 1.00 % 3.65% Cash + 3.25% PIK 12.20 % 4/13/2027 $ 13,071,448 12,935,644 12,653,162 0.76 % N Backoffice Associates Holdings, LLC (Syniti) Sr Secured Revolver SOFR(Q) 1.00 % 7.75 % 13.14 % 4/30/2026 $ 1,285,939 1,258,628 1,285,940 0.08 % N Backoffice Associates Holdings, LLC (Syniti) First Lien Term Loan SOFR(Q) 1.00 % 7.75 % 13.19 % 4/30/2026 $ 11,299,209 11,115,593 11,412,201 0.68 % N Bluefin Holding, LLC (Allvue) Sr Secured Revolver SOFR(S) 1.00 % 7.25 % 12.72 % 9/12/2029 $ — (2,132 ) (1,526 ) — K/N Bluefin Holding, LLC (Allvue) First Lien Term Loan SOFR(S) 1.00 % 7.25 % 12.72 % 9/12/2029 $ 910,256 888,370 894,782 0.05 % N Bonterra LLC (fka CyberGrants Holdings, LLC) First Lien Term Loan SOFR(Q) 0.75 % 7.25 % 12.60 % 9/8/2027 $ 2,916,353 2,887,546 2,842,277 0.17 % N Bonterra LLC (fka CyberGrants Holdings, LLC) Sr Secured Revolver SOFR(Q) 0.75 % 7.25 % 12.60 % 9/8/2027 $ 83,334 80,684 76,278 — N Bonterra LLC (fka CyberGrants Holdings, LLC) First Lien Incremental Amendment 4 Term Loan SOFR(Q) 0.75 % 8.00% PIK 13.35 % 9/8/2027 $ 866,891 855,048 854,668 0.05 % N Disco Parent, Inc. (Duck Creek Technologies) Sr Secured Revolver SOFR(Q) 1.00 % 7.50 % 12.89 % 3/30/2029 $ — (1,995 ) — — K/N Disco Parent, Inc. (Duck Creek Technologies) First Lien Term Loan SOFR(Q) 1.00 % 7.50 % 12.89 % 3/30/2029 $ 909,091 888,144 910,909 0.05 % N Elastic Path Software, Inc. (Canada) First Lien Delayed Draw Term Loan SOFR(Q) 1.00 % 7.76 % 13.15 % 1/6/2026 $ 2,758,041 2,739,098 2,738,734 0.16 % H/N Elastic Path Software, Inc. (Canada) First Lien Term Loan SOFR(Q) 1.00 % 7.76 % 13.18 % 1/6/2026 $ 5,432,783 5,401,609 5,394,754 0.32 % H/N Fusion Risk Management, Inc. Sr Secured Revolver SOFR(Q) 1.00 % 3.50% Cash + 3.75% PIK 12.62 % 5/22/2029 $ — (1,938 ) (2,250 ) — K/N 24 BlackRock TCP Capital Corp. Consolidated Schedule of Investments (Continued) December 31, 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 + 3.75% PIK 12.62 % 5/22/2029 $ 910,052 $ 892,951 $ 890,941 0.05 % N GTY Technology Holdings Inc. First Lien Term Loan SOFR(Q) 0.75 % 2.58% Cash + 4.30% PIK 12.22 % 7/9/2029 $ 270,653 266,496 270,464 0.02 % N GTY Technology Holdings Inc. First Lien Delayed Draw Term Loan SOFR(Q) 0.75 % 2.58% Cash + 4.30% PIK 12.22 % 7/9/2029 $ 209,142 205,823 208,996 0.01 % N GTY Technology Holdings Inc. Sr Secured Revolver PRIME(Q) 0.75 % 5.25 % 13.75 % 7/9/2029 $ 4,616 3,880 4,583 — N Integrate.com, Inc. (Infinity Data, Inc.) First Lien Term Loan SOFR(S) 1.00 % 3.25% Cash + 3.00% PIK 11.43 % 12/17/2027 $ 4,211,805 4,154,469 4,075,764 0.24 % N Integrate.com, Inc. (Infinity Data, Inc.) Sr Secured Revolver SOFR(Q) 1.00 % 6.15 % 11.52 % 12/17/2027 $ 323,333 318,904 312,567 0.02 % K/N JOBVITE, Inc. (Employ, Inc.) First Lien Term Loan SOFR(S) 0.75 % 8.00 % 13.43 % 8/7/2028 $ 1,000,000 979,213 985,100 0.06 % N Kaseya, Inc. First Lien Term Loan SOFR(Q) 0.75 % 3.50% Cash + 2.50% PIK 11.38 % 6/25/2029 $ 1,649,934 1,629,453 1,641,684 0.10 % N Kaseya, Inc. First Lien Delayed Draw Term Loan SOFR(Q) 0.75 % 3.50% Cash + 2.50% PIK 11.38 % 6/25/2029 $ 6,153 4,970 5,652 — N Kaseya, Inc. Sr Secured Revolver SOFR(M) 0.75 % 3.50% Cash + 2.50% PIK 11.38 % 6/25/2029 $ 25,269 24,067 24,767 0.00 % N Kong Inc. First Lien Term Loan SOFR(M) 1.00 % 5.50% Cash + 3.25% PIK 14.21 % 11/1/2027 $ 6,398,042 6,288,112 6,392,284 0.39 % N Nvest, Inc. (SigFig) First Lien Term Loan SOFR(S) 1.00 % 7.50 % 13.40 % 9/15/2025 $ 5,438,594 5,402,895 5,315,138 0.32 % N Oversight Systems, Inc. First Lien Incremental Delayed Draw Term Loan SOFR(Q) 1.00 % 6.10 % 11.48 % 9/24/2026 $ — (3,460 ) (2,318 ) — K/N Oversight Systems, Inc. First Lien Term Loan SOFR(Q) 1.00 % 6.10 % 11.48 % 9/24/2026 $ 4,679,002 4,623,559 4,628,001 0.28 % N SEP Raptor Acquisition, Inc. (Loopio) (Canada) First Lien Term Loan SOFR(Q) 1.00 % 7.15 % 12.50 % 3/31/2027 $ 10,872,518 10,744,790 10,687,685 0.65 % H/N SEP Raptor Acquisition, Inc. (Loopio) (Canada) Sr Secured Revolver SOFR(Q) 1.00 % 7.15 % 12.51 % 3/31/2027 $ 1,163,276 1,150,316 1,143,500 0.07 % H/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 $ 16,706,836 16,454,610 16,636,667 1.01 % H/N SEP Eiger BidCo Ltd. (Beqom) (Switzerland) Sr Secured Revolver SOFR(Q) 1.00 % 0.065 11.87 % 5/9/2028 $ — (23,540 ) (6,727 ) — H/K/N Superman Holdings, LLC (Foundation Software) First Lien Term Loan SOFR(Q) 1.00 % 6.13 % 11.47 % 8/31/2027 $ 10,073,776 9,928,598 9,993,186 0.60 % N Superman Holdings, LLC (Foundation Software) Sr Secured Revolver SOFR(Q) 1.00 % 6.13 % 11.47 % 8/31/2026 $ — (14,030 ) (10,048 ) — K/N Trintech, Inc. Sr Secured Revolver SOFR(M) 1.00 % 6.50 % 11.86 % 7/25/2029 $ 17,388 15,674 15,635 — N Trintech, Inc. First Lien Term Loan SOFR(M) 1.00 % 6.50 % 11.86 % 7/25/2029 $ 791,143 768,243 768,358 0.05 % N Zendesk Inc. Sr Secured Revolver SOFR(Q) 0.75 % 3.00% Cash + 3.25% PIK 11.61 % 11/22/2028 $ — (644 ) — — K/N Zendesk Inc. First Lien Term Loan SOFR(Q) 0.75 % 3.00% Cash + 3.25% PIK 11.61 % 11/22/2028 $ 391,962 385,520 393,922 0.02 % N Zendesk Inc. First Lien Delayed Draw Term Loan SOFR(Q) 0.75 % 3.00% Cash + 3.25% PIK 11.61 % 11/22/2028 $ — (1,560 ) 478 — K/N Zilliant Incorporated Sr Secured Revolver SOFR(M) 0.75 % 2.10% Cash + 4.50% PIK 11.96 % 12/21/2027 $ — (1,967 ) (7,259 ) — K/N Zilliant Incorporated First Lien Term Loan SOFR(M) 0.75 % 2.10% Cash + 4.50% PIK 11.96 % 12/21/2027 $ 1,921,454 1,895,963 1,827,303 0.11 % N 140,664,355 141,028,833 8.46 % Specialty Retail Calceus Acquisition, Inc. (Cole Haan) First Lien Term Loan SOFR(Q) 2.00 % 6.75 % 12.10 % 8/15/2029 $ 20,773,018 20,186,136 20,170,600 1.21 % G Hanna Andersson, LLC First Lien Term Loan SOFR(M) 1.00 % 7.60 % 12.96 % 7/2/2026 $ 4,456,250 4,406,443 4,327,019 0.26 % N 24,592,579 24,497,619 1.47 % Technology Hardware, Storage & Peripherals SumUp Holdings Luxembourg S.A.R.L. (United Kingdom) First Lien Delayed Draw Term Loan SOFR(Q) 1.00 % 6.75 % 12.27 % 2/17/2026 $ 31,114,286 30,738,884 31,612,114 1.90 % H/N 25 BlackRock TCP Capital Corp. Consolidated Schedule of Investments (Continued) December 31, 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(M) 1.00 % 6.25 % 11.61 % 9/8/2027 $ 15,555,556 $ 15,393,224 $ 15,555,556 0.93 % N James Perse Enterprises, Inc. Sr Secured Revolver SOFR(M) 1.00 % 6.25 % 11.61 % 9/8/2027 $ — (17,961 ) — — K/N PSEB, LLC (Eddie Bauer) First Lien Incremental Term Loan SOFR(Q) 1.00 % 6.65 % 12.04 % 12/30/2026 $ 24,562,500 24,322,997 22,695,750 1.36 % N 39,698,260 38,251,306 2.29 % Wireless Telecommunication Services OpenMarket, Inc. (Infobip) (United Kingdom) First Lien Term Loan SOFR(Q) 0.00 % 6.51 % 11.86 % 9/17/2026 $ 9,775,000 9,629,432 9,679,205 0.58 % H/N Total Debt Investments - 202.1% of Net Assets 1,486,675,592 1,389,190,356 83.33 % Equity Securities Automobiles AutoAlert, LLC Common Stock 540,248 9,016,151 9,985,207 0.60 % D/E/F/N Capital Markets Pico Quantitative Trading Holdings, LLC Warrants to Purchase Membership Units 2/7/2030 7,030 645,121 1,438,087 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 2,827,373 0.17 % B/D/E/N Diversified Consumer Services Elevate Brands Holdco, Inc. Warrants to Purchase Common Stock 7/25/2030 2,895 — 308,983 0.02 % D/E/N Elevate Brands Holdco, Inc. Warrants to Purchase Preferred New Super Senior Shares 7/25/2030 11,532 — 1,230,810 0.07 % D/E/N MXP Prime Platform GmbH (SellerX) (Germany) Warrants to Purchase Common Stock 7/25/2030 3,966 — 293,563 0.02 % D/E/H/N PerchHQ, LLC Warrants to Purchase Common Stock 10/15/2027 295,667 — — — D/E/N Razor Group GmbH (Germany) Warrants to Purchase Preferred Series A1 Shares 4/28/2028 516 — 485,055 0.03 % D/E/H/N Razor Group GmbH (Germany) Warrants to Purchase Series C Shares 4/28/2028 158 — 687,200 0.04 % D/E/H/N TVG-Edmentum Holdings, LLC Series B-1 Common Units 17,858,122 20,377,566 24,629,566 1.47 % B/E/N TVG-Edmentum Holdings, LLC Series B-2 Common Units 17,858,122 13,421,162 24,629,566 1.48 % B/D/E/N 33,798,728 52,264,743 3.13 % 26 BlackRock TCP Capital Corp. Consolidated Schedule of Investments (Continued) December 31, 2023 Issuer Instrument Expiration Shares Cost Fair % of Total Notes Equity Securities (continued) Diversified Financial Services 36th Street Capital Partners Holdings, LLC Membership Units 27,214,897 $ 27,214,897 $ 50,541,000 3.03 % E/F/N Conventional Lending TCP Holdings, LLC Membership Units 17,800,591 17,675,790 16,376,544 0.98 % E/F/I/N GACP I, LP (Great American Capital) Membership Units 351,847 351,847 107,310 0.01 % E/I/N GACP II, LP (Great American Capital) Membership Units 3,716,866 3,716,866 3,914,270 0.23 % E/I/N Worldremit Group Limited (United Kingdom) Warrants to Purchase Series D Stock 2/11/2031 34,820 — 148,681 0.01 % D/E/H/N 48,959,400 71,087,805 4.26 % 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 — — D/E/N Utilidata, Inc. Series A-2 Preferred Stock 257,369 153,398 34,000 — D/E/N Utilidata, Inc. Series A-1 Preferred Stock 500,000 500,000 2,000 — D/E/N 11,098,416 36,000 — Energy Equipment and Services GlassPoint, Inc. Warrants to Purchase Common Stock 9/12/2029 16 275,200 2,055,657 0.12 % D/E/N Hotels, Restaurants and Leisure Fishbowl, Inc. Common Membership Units 604,479 787,032 135,403 0.01 % D/F/N Internet Software and Services Domo, Inc. Common Stock 49,792 1,543,054 512,360 0.03 % D Foursquare Labs, Inc. Warrants to Purchase Series E Preferred Stock 5/4/2027 2,062,500 508,805 713,161 0.04 % D/E/N InMobi, Inc. (Singapore) Warrants to Purchase Common Stock 8/15/2027 1,327,869 212,360 3,112,163 0.19 % D/E/H/N InMobi, Inc. (Singapore) Warrants to Purchase Series E Preferred Stock 9/18/2025 1,049,996 276,492 2,491,582 0.15 % D/E/H/N InMobi, Inc. (Singapore) Warrants to Purchase Series E Preferred Stock 10/3/2028 1,511,002 93,407 1,288,026 0.08 % D/E/H/N ResearchGate Corporation (Germany) Warrants to Purchase Series D Preferred Stock 10/30/2029 333,370 202,001 70,600 — D/E/H/N/O SuCo Investors, LP (Suited Connector) Warrants to Purchase Class A Units 3/6/2033 14,337 — — — D/E/N SnapLogic, Inc. Warrants to Purchase Series Preferred Stock 3/19/2028 1,860,000 377,722 5,300,000 0.32 % D/E/N 3,213,841 13,487,892 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 65,245 108,334 0.01 % D/E/N SoundCloud, Ltd. (United Kingdom) Warrants to Purchase Preferred Stock 4/29/2025 946,498 79,082 612,069 0.04 % D/E/H/N 144,327 720,403 0.05 % Oil, Gas and Consumable Fuels Iracore Investments Holdings, Inc. Class A Common Stock 16,207 4,177,710 1,799,178 0.11 % B/D/E/N 27 BlackRock TCP Capital Corp. Consolidated Schedule of Investments (Continued) December 31, 2023 Issuer Instrument Ref Floor Spread Total Expiration Shares Cost Fair % of Total Notes Equity Securities (continued) Pharmaceuticals Inotiv, Inc. Common Stock 14,578 $ — $ 53,501 — D/E Professional Services Anacomp, Inc. Class A Common Stock 1,255,527 26,711,048 843,074 0.05 % 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 — Trading Companies & Distributors Blackbird Holdco, Inc. (Ohio Transmission Corp.) Preferred Stock Fixed 12.50 % 12.50 % 7,108 9,005,081 9,014,890 0.54 % E/N Total Equity Securities - 24.1% of Net Assets 164,714,421 165,750,754 9.94 % Total Investments - 226.2% of Net Assets $ 1,651,390,013 $ 1,554,941,110 93.27 % Cash and Cash Equivalents - 16.3% of Net Assets $ 112,241,946 6.73 % Total Cash and Investments - 242.5% of Net Assets $ 1,667,183,056 100.00 % M 28 BlackRock TCP Capital Corp. Consolidated Schedule of Investments (Continued) December 31, 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 See accompanying notes to the consolidated financial statements. 29 BlackRock TCP Capital Corp. Notes to Consolidated Financial Statements (Unaudited) March 31, 2024 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 Investment operations are conducted 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. Series H of SVOF/MM, LLC Company management consists of the Advisor and the Company’s On March 18, 2024, the Company completed its previously announced acquisition of BlackRock Capital Investment Corporation, a Delaware corporation (“BCIC”), pursuant to the Amended and Restated Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 10, 2024, by and among the Company, BCIC, Merger Sub, and solely for the limited purposes set forth therein, BlackRock Capital Investment Advisors, LLC, a Delaware limited liability company and investment advisor to BCIC (“BCIA”), and the Advisor. Pursuant to the Merger Agreement, BCIC merged with and into Merger Sub, with Merger Sub continuing as the surviving company and as a subsidiary of SVCP and an indirect wholly-owned subsidiary of the Company (the "Merger"). As a result of, and as of the effective time of, the Merger, BCIC’s separate corporate existence ceased. 30 BlackRock TCP Capital Corp. Notes to Consolidated Financial Statements (unaudited) (Continued) March 31, 2024 1. Organization and Nature of Operations — (continued) See “Note 12 – Merger with BlackRock Capital Investment Corporation” for further information regarding the Merger Agreement and the Merger. 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, 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 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 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 Generally, to increase objectivity in valuing the investments, the 31 BlackRock TCP Capital Corp. Notes to Consolidated Financial Statements (unaudited) (Continued) March 31, 2024 2. Summary of Significant Accounting Policies — (continued) 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. 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 Level Basis for Determining Fair Value Bank Debt (1) Other Equity Total 1 Quoted prices in active markets for identical $ — $ — $ 603,628 $ 603,628 2 Other direct and indirect observable market 30,058,739 — — 30,058,739 3 Independent third-party valuation sources 1,852,766,795 71,542,109 160,570,777 2,084,879,681 3 Valuation Designee valuations with significant unobservable inputs — — 877,248 877,248 Total $ 1,882,825,534 $ 71,542,109 $ 162,051,653 $ 2,116,419,296 32 BlackRock TCP Capital Corp. Notes to Consolidated Financial Statements March 31, 2024 2. Summary of Significant Accounting Policies — (continued) Unobservable inputs used in the fair value measurement of Level 3 investments as of Asset Type Fair Value Valuation Technique Unobservable Input Range (Weighted Avg.) (1) Bank Debt $ 1,624,998,146 Income approach Discount rate 9.9% - 27.0% (13.9%) 135,757,853 Market quotations Indicative bid/ask quotes 1 - 7 (1) 73,215,520 Market comparable companies Revenue multiples 0.5x - 1.9x (1.4x) 10,670,165 Market comparable companies EBITDA multiples 3.8x - 10.3x (7.7x) 1,914,398 Option Pricing Model EBITDA/Revenue multiples 2.2x (2.2x) Implied volatility 35.0% (35.0%) Term 2.1 years (2.1 years) 1,333,246 Asset approach (2) N/A N/A 4,877,467 Transaction approach (3) N/A N/A Other Corporate Debt 18,680,606 Income approach Discount rate 13.7% - 14.2% (14.1%) — Market comparable companies Revenue multiples 3.0x (3.0x) 542,566 Market comparable companies EBITDA multiples 10.3x (10.3x) 52,318,937 Market comparable companies Book value multiples 1.6x (1.6x) Equity 12,537,625 Income approach Discount rate 13.4 - 14.2% (13.4%) 875,140 Market comparable companies Revenue multiples 1.1x - 3.0x (1.1x) 3,976,105 Market comparable companies EBITDA multiples 3.8x - 10.3x (4.7x) 63,477,337 Market comparable companies Book value multiples 0.9x - 1.6x (1.4x) 66,905,742 Option Pricing Model EBITDA/Revenue multiples 0.8x - 14.0x (9.1x) Implied volatility 45.0% - 75.0% (54.1%) Term 0.8 years - 4.0 years (2.4 years) 2,055,657 Transaction approach (3) N/A N/A 11,620,419 Asset approach (4) N/A N/A $ 2,085,756,929 33 BlackRock TCP Capital Corp. Notes to Consolidated Financial Statements (unaudited) (Continued) March 31, 2024 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 Independent Third-Party Valuation Bank Debt Other Equity Total Beginning balance $ 1,289,587,391 $ 52,318,937 $ 164,340,278 $ 1,506,246,606 Net realized and unrealized gains (losses) 6,655,628 979,480 (28,688,781 ) (21,053,673 ) Acquisitions (1) 552,406,683 18,243,692 27,682,155 598,332,530 Dispositions (20,143,099 ) — (2,762,875 ) (22,905,974 ) Transfers into Level 3 (2) 27,512,314 — — 27,512,314 Transfers out of Level 3 (3) (3,252,122 ) — — (3,252,122 ) Ending balance $ 1,852,766,795 $ 71,542,109 $ 160,570,777 $ 2,084,879,681 Net change in unrealized $ (2,531,121 ) $ 979,480 $ (28,688,781 ) $ (30,240,422 ) (1) 34 BlackRock TCP Capital Corp. Notes to Consolidated Financial Statements March 31, 2024 2. Summary of Significant Accounting Policies — (continued) Valuation Designee Valuation Bank Debt Other Equity Total Beginning balance $ — $ — $ 844,615 $ 844,615 Net realized and unrealized gains (losses) — — 32,087 32,087 Acquisitions (1) — — 546 546 Ending balance $ — $ — $ 877,248 $ 877,248 Net change in unrealized $ — $ — $ 32,087 $ 32,087 At December 31, 2023, the Company’s investments were categorized as Level Basis for Determining Fair Value Bank Debt (1) Other Equity Total 1 Quoted prices in active markets for identical $ — $ — $ 565,860 $ 565,860 2 Other direct and indirect observable market 47,284,029 — — 47,284,029 3 Independent third-party valuation sources that 1,289,587,391 52,318,937 164,340,278 1,506,246,606 3 Advisor valuations with significant unobservable inputs — — 844,615 844,615 Total $ 1,336,871,420 $ 52,318,937 $ 165,750,753 $ 1,554,941,110 35 BlackRock TCP Capital Corp. Notes to Consolidated Financial Statements March 31, 2024 2. Summary of Significant Accounting Policies — (continued) Unobservable inputs used in the fair value measurement of Level 3 investments as of December 31, Asset Type Fair Value Valuation Technique Unobservable Input Range (Weighted Avg.) (1) Bank Debt $ 1,132,856,927 Income approach Discount rate 9.8% - 29.7% (14.3%) 67,806,880 Market quotations Indicative bid/ask quotes 1 (1) 81,471,300 Market comparable companies Revenue multiples 0.6x - 3.3x (1.4x) 1,324,151 Market comparable companies EBITDA multiples 3.8x (3.8x) 4,659,545 Option Pricing Model EBITDA/Revenue multiples 1.9x (1.9x) Implied volatility 65.0% (65.0%) Term 1.3 years (1.3 years) 1,468,588 Asset approach (2) N/A N/A Other Corporate Debt 52,318,937 Market comparable companies Book value multiples 1.6x (1.6x) Equity 9,014,890 Income approach Discount rate 13.6% (13.6%) 12,886,826 Market comparable companies Revenue multiples 0.6x - 6.0x (1.8x) 53,885,683 Market comparable companies EBITDA multiples 3.8x - 13.4x (12.6x) 66,917,544 Market comparable companies Book value multiples 0.9x - 1.6x (1.4x) 16,402,713 Option Pricing Model EBITDA/Revenue multiples 1.9x - 15.3x (6.4x) Implied volatility 20.0% - 65.0% (57.2%) Term 0.8 years - 3.5 years (1.2 years) 2,055,657 Transaction approach (4) N/A N/A 4,021,580 Asset approach (3) N/A N/A $ 1,507,091,221 36 BlackRock TCP Capital Corp. Notes to Consolidated Financial Statements March 31, 2024 2. Summary of Significant Accounting Policies — (continued) Changes in investments categorized as Level 3 during the three months ended 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 Net realized and unrealized gains (losses) 3,018,083 862,966 (4,018,114 ) (137,065 ) Acquisitions (1) 74,099,564 37,036 9,928,017 84,064,617 Dispositions (25,483,646 ) 0 (28,360 ) (25,512,006 ) Ending balance $ 1,309,686,377 $ 69,351,439 $ 193,386,333 $ 1,572,424,149 Net change in unrealized $ (3,125,051 ) $ 862,965 $ (4,016,421 ) $ (6,278,507 ) 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 ) 157,305 (31,323 ) 124,582 Acquisitions (1) $ 1,400 $ — $ 605,266 $ 606,666 Dispositions (531,024 ) (1,182,099 ) (605,265 ) (2,318,388 ) Ending balance $ — $ 390,944 $ 842,739 $ 1,233,683 Net change in unrealized $ — $ 157,304 $ (375,150 ) $ (217,846 ) 37 BlackRock TCP Capital Corp. Notes to Consolidated Financial Statements March 31, 2024 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 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 Investments in foreign companies and securities of foreign governments may involve special risks and considerations not typically associated with investing in U.S. companies and securities of the U.S. government. These risks include, among other things, revaluation of currencies, less reliable information about issuers, different transaction clearance and settlement practices, and potential future adverse political and economic developments. Moreover, investments in foreign companies and securities of foreign governments and their markets may be less liquid and their prices more volatile than those of comparable U.S. companies and the U.S. government. Derivatives In order to mitigate certain currency exchange and interest rate risks, the 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. Merger Sub entered into a centrally-cleared interest rate swap (the “Interest Rate Swap”) to economically hedge the interest payable on the fixed rate tranche of Merger Sub’s 2025 Notes (as defined below) (see Note 4). The notional amount of the Interest Rate Swap is $35.0 million and matures on June 9, 2025. Under the swap agreement, Merger Sub receives a fixed interest rate of 2.633% and pays a floating interest rate of SOFR with payments due annually. 38 BlackRock TCP Capital Corp. Notes to Consolidated Financial Statements (unaudited) (Continued) March 31, 2024 2. Summary of Significant Accounting Policies — (continued) Pursuant to the contract, Merger Sub was required to deposit initial margin with the broker in the form of cash and has agreed to receive from or pay to the broker daily variation margin. The amounts related to the right to claim or the obligation to return cash collateral may not be used to offset amounts due under the Interest Rate Swap contract in the normal course of settlement. Both the initial margin and variation margin paid are included as assets within Due from broker on the Consolidated Statement of Assets and Liabilities at March 31, 2024. Since the swap contract has not been designated as a hedge accounting relationship pursuant to ASC 815, Derivatives and Hedging, changes in the fair value of the swap contract, net of any periodic interest accruals, are presented as part of change in unrealized appreciation (depreciation) on the Consolidated Statement of Operations. As of March 31, 2024, the Interest Rate Swap had a fair value of $1.7 million, which is reflected as a liability on the Consolidated Statements of Assets and Liabilities; such fair value is inclusive of any net periodic interest accruals and payments on the contract. Interest rate swap agreements are valued utilizing quotes received from independent pricing services or through brokers, which are derived using daily swap curves and models that incorporate a number of market data factors, such as discounted cash flows, trades and values of the underlying reference instruments. The fair value of the Interest Rate Swap is classified as Level 2 with respect to the fair value hierarchy. During the three months ended March 31, 2023, 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 Revenue Recognition Interest and dividend income, including income paid in kind, is recorded on an accrual 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. 39 BlackRock TCP Capital Corp. Notes to Consolidated Financial Statements (unaudited) (Continued) March 31, 2024 2. Summary of Significant Accounting Policies — (continued) Income Taxes The Company intends to comply with the 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, 2023, the Company had non-expiring capital loss carryforwards in the amount of $206,680,323 available to offset future realized capital gains. As of December 31, 2023, gross unrealized appreciation and depreciation December 31, 2023 Tax Cost $ 1,631,931,217 Gross Unrealized Appreciation $ 65,463,168 Gross Unrealized Depreciation (142,453,275 ) Net Unrealized Appreciation (Depreciation) $ (76,990,107 ) On March 18, 2024, the Company completed its previously announced Merger with BCIC. Pursuant to the Merger Agreement, BCIC was merged with and into Merger Sub, with Merger Sub continuing as the surviving company and as a subsidiary of SVCP. The Merger was considered a tax-free reorganization and the Company has elected to carry forward the historical cost basis of the acquired BCIC investments for tax purposes. As a result of the Merger, BCIC’s separate existence ceased. 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, 40 BlackRock TCP Capital Corp. Notes to Consolidated Financial Statements March 31, 2024 2. Summary of Significant Accounting Policies — (continued) 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 ASU 2020-06 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 convertible senior unsecured notes due March 2022 issued by the Company (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 In June 41 BlackRock TCP Capital Corp. Notes to Consolidated Financial Statements March 31, 2024 3. Management Fees, Incentive On February 8, 2019, the shareholders 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 base management fee Accordingly, the Company’s base management fee was calculated at an annual rate of In connection with the Merger, the Company and the Advisor entered into an amended and restated investment advisory agreement (the “Amended and Restated Investment Advisory Agreement”) that became effective at the Closing, pursuant to which the Advisor reduced 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 with no change to the basis of calculation. Prior to the Closing, the Advisor's base management fee rate for managing the Company was 1.50% on assets equal to or below 200% of the net asset value of the Company. The base management fee rate on assets that exceed 200% of the net asset value of the Company remains 1.00%. The base management fee is calculated on a consolidated basis as of the beginning of each quarter and is payable to the Advisor quarterly in arrears. In connection with the Merger, the Company also entered into a fee waiver agreement with the Advisor (the “Fee Waiver Agreement”). 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 Closing (the first of which will be the quarter in which the Closing occurred) to the extent there are sufficient advisory fees to cover such deficit (the waiver amount in a given quarter cannot exceed the total advisory fees for such quarter). For the quarter ended March 31, 2024, no advisory fee waiver was required. Incentive compensation is only In connection with the Merger, the Company and the Advisor agreed that, for the purposes of calculating adjusted net investment income and for purposes of incentive A reserve for incentive compensation is accrued based on the amount of any additional incentive compensation that would have been 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. 42 BlackRock TCP Capital Corp. Notes to Consolidated Financial Statements (unaudited) (Continued) March 31, 2024 4. Debt is comprised of Total Maturity Rate Carrying Available Total Operating Facility 2026 SOFR+2.00% (2) $ 167,985,035 $ 132,014,965 $ 300,000,000 (3) Funding Facility II 2027 SOFR+2.05% (4) 100,000,000 100,000,000 200,000,000 (5) Merger Sub Facility(6) 2028 SOFR+2.00% (7) 221,000,000 44,000,000 265,000,000 (8) SBA Debentures 2024−2031 2.52% (9) 150,000,000 10,000,000 160,000,000 2024 Notes ($250 million par) 2024 3.90% 249,750,603 — 249,750,603 2025 Notes ($92 million par)(6) 2025 Fixed/Variable (10) 92,000,000 — 92,000,000 2026 Notes ($325 million par) 2026 2.85% 325,693,658 — 325,693,658 Total leverage 1,306,429,296 $ 286,014,965 $ 1,592,444,261 Unamortized issuance costs (3,616,588 ) Debt, net of unamortized issuance costs $ 1,302,812,708 Total Maturity Rate Carrying Available Total Operating Facility 2026 SOFR+2.00% (2) $ 163,168,808 $ 136,831,192 $ 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 3.90% 249,596,009 — 249,596,009 2026 Notes ($325 million par) 2026 2.85% 325,791,013 — 325,791,013 Total leverage 988,555,830 $ 246,831,192 $ 1,235,387,022 Unamortized issuance costs (3,355,221 ) Debt, net of unamortized issuance costs $ 985,200,609 43 BlackRock TCP Capital Corp. Notes to Consolidated Financial Statements (unaudited) (Continued) March 31, 2024 4. Debt — (continued) The combined weighted-average interest rates on total Total expenses related to debt Three Months Ended March 31, 2024 2023 Interest expense $ 12,151,028 $ 10,626,322 Amortization of deferred debt issuance costs 854,100 712,804 Commitment fees 225,096 210,045 Total $ 13,230,224 $ 11,549,171 Outstanding Convertible On August 30, 2016, the Company issued $140.0 million of convertible senior unsecured notes, 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. 44 BlackRock TCP Capital Corp. Notes to Consolidated Financial Statements March 31, 2024 4. 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 The original issue discounts equal to the equity components of the Unsecured Notes On August 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 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. On March 18, 2024, Merger Sub entered into an assumption agreement (the “Note Assumption Agreement”), effective as of the Closing. The Note Assumption Agreement relates to Merger Sub’s assumption of (a) $35.0 million aggregate principal amount of BCIC’s 6.85% Series 2022A Senior Notes, Tranche A, due December 9, 2025 (the “Tranche A Notes”) and (b) $57.0 million 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 “2025 Notes”) and other obligations of BCIC under the Master Note Purchase Agreement, dated as of April 21, 2022 (as amended by the First Amendment to the Master Note Purchase Agreement, dated as of March 13, 2024 (the “First Amendment”), and as further amended, supplemented or otherwise modified from time to time, the “Note Purchase Agreement”), among BCIC and certain institutional investors. Pursuant to the Note Assumption Agreement, Merger Sub expressly assumed on behalf of BCIC the due and punctual payment of the principal of (and premium, if any) and interest on all the 2025 Notes outstanding, and the due and punctual performance and observance of every covenant and every condition of the Note Purchase Agreement and the 2025 Notes, to be performed or observed by BCIC. 45 BlackRock TCP Capital Corp. Notes to Consolidated Financial Statements (unaudited) (Continued) March 31, 2024 4. Debt — (continued) The Tranche A Notes bear interest at a fixed rate equal to 6.85% per annum (which was increased from 5.82% per annum effective as of the Closing) that is payable semi-annually. The Tranche B Notes bear interest at a rate equal to the SOFR plus 3.14% that is payable quarterly. The 2025 Notes will be due on December 9, 2025 unless redeemed, purchased or prepaid prior to such date by Merger Sub or its affiliates in accordance with their terms. Merger Sub may prepay the 2025 Notes at its option, subject to a prepayment premium, in an amount equal to 1% on or before June 9, 2024, 0.5% after June 9, 2024 but on or before June 9, 2025 and zero after June 9, 2025. In addition, Merger Sub will be obligated to offer to repay the 2025 Notes at par if certain change in control events occur. As of March 31, 2024 December 31, 2023 2024 Notes 2025 Notes 2026 Notes 2024 Notes 2025 Notes 2026 Notes Principal amount of debt $ 250,000,000 $ 92,000,000 $ 325,000,000 $ 250,000,000 N/A $ 325,000,000 Original issue (discount)/ premium, net of accretion (249,397 ) — 693,658 (403,991 ) N/A 791,013 Carrying value of debt $ 249,750,603 $ 92,000,000 $ 325,693,658 $ 249,596,009 N/A $ 325,791,013 For the Three Months Ended March 31, 2024 2023 2024 Notes 2025 Notes 2026 Notes 2024 Notes 2025 Notes 2026 Notes Stated interest expense $ 2,437,500 $ 313,711 $ 2,315,625 $ 2,437,500 N/A $ 2,315,625 Amortization of original issue discount/ (premium) 154,594 — (97,356 ) 147,206 N/A (95,151 ) Total interest expense $ 2,592,094 $ 313,711 $ 2,218,269 $ 2,584,706 N/A $ 2,220,474 46 BlackRock TCP Capital Corp. Notes to Consolidated Financial Statements (unaudited) (Continued) March 31, 2024 4. Debt — (continued) Operating Facility The 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 March 31, 2024, SVCP was in full compliance with such covenants. Funding Facility II Funding Facility II is a senior secured revolving credit facility which provides for amounts to be drawn up to Borrowings under 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, 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 47 BlackRock TCP Capital Corp. Notes to Consolidated Financial Statements March 31, 2024 4. Merger Sub Facility On March 18, 2024, Merger Sub entered into an assumption agreement (the “Credit Assumption Agreement”), effective as of the Closing. The Credit Assumption Agreement relates to Merger Sub’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 (as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the "Merger Sub Facility"), by and among BCIC (the "Initial Borrower"), Citibank, N.A., as administrative agent and the other parties thereto. The Merger Sub Facility provides for amounts to be drawn up to $265.0 million, by which Merger Sub may seek an increase in the commitments to $325.0 million in the aggregate (subject to satisfaction of certain conditions, including obtaining commitments). The Merger Sub Facility matures on September 6, 2028. Amounts outstanding under the Merger Sub Facility bear interest at a rate based on, at Merger Sub’s election, (i) in the case of ABR loans, a base reference rate equal to the highest of (a) the federal funds effective rate plus 0.50%, (b) the "Prime Rate" in effect on such day and (c) the adjusted term SOFR rate plus 1.00%, plus a margin ranging from 0.75% to 1.00% per annum, in the case of ABR loans, and 1.75% to 2.00% per annum, in the case of eurocurrency loans or SOFR loans, (ii) in the case of eurocurrency loans, a rate per annum equal to the adjusted CDOR rate or the adjusted EURIBOR rate, for loans denominated in Canadian dollars or in euros, respectively, plus, in either case, the Applicable Margin (as defined in the Merger Sub Facility) or (iii) in the case of SOFR loans, a rate per annum equal to the adjusted term SOFR rate plus the Applicable Margin. The Merger Sub Facility is secured by all of the assets held by Merger Sub as successor to BCIC. SBA Debentures As of SBA Debentures outstanding as of 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 48 BlackRock TCP Capital Corp. Notes to Consolidated Financial Statements March 31, 2024 5. Commitments, Contingencies, Concentration of Credit Risk and Off-Balance Sheet Risk SVCP, TCPC Funding, TCPC Funding II, Merger Sub 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 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, The Consolidated Schedules of Investments include certain revolving loan facilities and other commitments with unfunded balances at Unfunded Balances Issuer Maturity March 31, 2024 December 31, 2023 2-10 Holdco, Inc. 3/26/2026 $ 963,927 $ 723,670 Accordion Partners LLC 8/31/2028 267,403 111,925 Accuserve Solutions, Inc. 3/14/2030 4,329,698 N/A Acquia, Inc. 10/31/2025 1,263,404 960,792 Alcami Corporation 12/21/2028 1,167,666 874,025 Alcami Corporation 12/21/2028 N/A 546,266 Alpine Acquisition Corp II (48Forty) 11/30/2026 254,733 71,628 AmeriLife Holdings, LLC 8/31/2028 742,492 227,273 AmeriLife Holdings, LLC 8/31/2029 N/A 76,212 Applause App Quality, Inc. 9/20/2025 1,133,535 1,133,535 Appriss Health, LLC (PatientPing) 5/6/2027 662,632 544,531 Aras Corporation 4/13/2027 N/A 116,311 Avalara, Inc. 10/19/2028 270,000 45,000 Backoffice Associates Holdings, LLC (Syniti) 4/30/2026 592,910 428,647 Bluefin Holding, LLC (Allvue) 9/12/2029 762,821 89,744 Bonterra LLC (fka CyberGrants Holdings, LLC) 9/8/2027 266,667 194,444 Bynder Bidco B.V. (Netherlands) 1/26/2029 1,259,424 882,000 Bynder Bidco, Inc. (Netherlands) 1/26/2029 346,984 243,000 CareATC, Inc. 3/14/2026 945,362 607,288 Community Merger Sub Debt LLC (CINC Systems) 1/18/2030 428,571 N/A CrewLine Buyer, Inc. (New Relic) 11/8/2030 163,522 81,761 CSG Buyer, Inc. (Core States) 3/31/2028 3,994,290 2,921,165 CSG Buyer, Inc. (Core States) 3/31/2028 1,997,145 1,460,583 Disco Parent, Inc. (Duck Creek Technologies) 3/30/2029 604,041 90,909 e-Discovery Acquireco, LLC (Reveal) 8/29/2029 500,000 83,333 Emerald Technologies (U.S.) AcquisitionCo, Inc. 12/29/2026 701,068 531,907 ESO Solutions, Inc. 5/3/2027 946,617 700,111 Fusion Holding Corp. (Finalsite) 9/15/2027 299,035 37,736 Fusion Risk Management, Inc. 5/22/2029 642,857 107,143 GTY Technology Holdings Inc. 7/9/2029 1,016,653 N/A GTY Technology Holdings Inc. 7/9/2029 394,917 41,538 Gympass US, LLC 7/8/2027 4,749,182 N/A Huckabee Acquisition, LLC (MOREgroup) 1/16/2030 322,581 N/A Huckabee Acquisition, LLC (MOREgroup) 1/16/2030 193,548 N/A ICIMS, Inc. 8/18/2028 3,081,653 886,195 ICIMS, Inc. 8/18/2028 1,353,001 330,556 Integrate.com, Inc. (Infinity Data, Inc.) 12/17/2027 14,000 10,000 Integrity Marketing Acquisition, LLC 8/27/2026 15,422,318 10,254,564 IT Parent, LLC (Insurance Technologies) 10/1/2026 145,833 104,167 James Perse Enterprises, Inc. 9/8/2027 3,416,914 1,944,444 Kaseya, Inc. 6/25/2029 521,184 93,900 Kaseya, Inc. 6/25/2029 416,280 75,000 Kellermeyer Bergensons Services, LLC 11/6/2028 39,048 N/A LJ Avalon Holdings, LLC (Ardurra) 2/1/2030 1,708,595 1,275,925 LJ Avalon Holdings, LLC (Ardurra) 2/1/2029 1,121,737 837,680 Lucky US BuyerCo, LLC (Global Payments) 3/30/2029 389,083 277,917 Madison Logic Holdings, Inc. 12/30/2027 1,429,411 1,069,947 49 BlackRock TCP Capital Corp. Notes to Consolidated Financial Statements March 31, 2024 5. Commitments, Contingencies, Concentration of Credit Risk and Off-Balance Sheet Risk — (continued) Mesquite Bidco, LLC 11/30/2029 2,125,821 1,585,403 Modigent, LLC (fka Pueblo Mechanical and Controls, LLC) 9/19/2028 1,536,784 N/A Modigent, LLC (fka Pueblo Mechanical and Controls, LLC) 8/23/2027 261,378 39,167 OCM Luxembourg Baccarat BidCo S.À R.L. (Interblock) (Slovenia) 6/3/2027 438,327 N/A Oranje Holdco, Inc. (KnowBe4) 2/1/2029 1,646,924 1,229,873 Oversight Systems, Inc. 9/24/2026 285,392 212,667 PHC Buyer, LLC (Patriot Home Care) 5/4/2028 2,165,393 3,266,234 Pluralsight, Inc. 4/6/2027 N/A 539,019 PMA Parent Holdings, LLC 1/31/2031 750,000 N/A Razor Group GmbH (Germany) 4/30/2025 N/A 3,834,569 Sailpoint Technologies Holdings, Inc. 8/16/2028 371,281 37,538 Sandata Technologies, LLC 7/23/2024 1,283,333 1,050,000 SellerX Germany GmbH (Germany) 5/23/2026 6,893,808 5,034,506 SEP Eiger BidCo Ltd. (Beqom) (Switzerland) 5/9/2028 2,190,160 1,601,742 Serrano Parent, LLC (Sumo Logic) 5/13/2030 697,970 90,000 Showtime Acquisition, L.L.C. (World Choice) 8/7/2028 1,735,279 1,298,896 Showtime Acquisition, L.L.C. (World Choice) 8/7/2028 N/A 1,039,117 Sonny’s Enterprises, LLC 8/5/2027 177,253 N/A Sonny’s Enterprises, LLC 8/5/2028 76,355 N/A Superman Holdings, LLC (Foundation Software) 8/31/2026 1,585,476 1,256,026 Superman Holdings, LLC (Foundation Software) 8/31/2027 344,596 N/A Trintech, Inc. 7/25/2029 152,143 43,469 Vortex Companies, LLC 9/4/2029 858,797 N/A Vortex Companies, LLC 9/4/2029 129,281 68,547 Wealth Enhancement Group, LLC 10/4/2027 445,999 26,980 Wealth Enhancement Group, LLC 10/4/2027 338,471 71,696 Xactly Corporation 7/31/2025 854,898 854,898 Zendesk Inc. 11/22/2028 1,393,091 95,503 Zendesk Inc. 11/22/2028 573,626 39,325 Zilliant Incorporated 12/21/2027 296,296 148,148 Total Unfunded Balances 90,850,874 54,556,095 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. 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. On November 6, 2023, the Company, the affiliated funds, and the Advisor, and certain other Defendants filed motions to dismiss the lawsuit, which was fully briefed on February 12, 2024 and was argued in court on March 6, 2024. 50 BlackRock TCP Capital Corp. Notes to Consolidated Financial Statements (unaudited) (Continued) March 31, 2024 6. Other Related Party Transactions The Company, Pursuant to an administration 7. Stockholders’ Equity and Dividends In accordance with the The Company’s dividends are recorded on the ex-dividend date. The following table summarizes the Company’s dividends declared and paid for the Date Declared Record Date Payment Date Type Amount Total Amount February 29, 2024 March 14, 2024 March 29, 2024 Regular $ 0.34 $ 19,640,870 $ 0.34 $ 19,640,870 In addition, the Company paid $7,257,191 of dividends payable assumed in the Merger that were declared on March 4, 2024 by the BCIC Board of Directors for the benefit of former BCIC shareholders of record as of March 15, 2024. Such amount was paid from BCIC cash and cash equivalents acquired by the Company in the Merger. The following table summarizes the Company’s dividends declared and paid for the 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 $ 0.32 $ 18,485,524 51 BlackRock TCP Capital Corp. Notes to Consolidated Financial Statements (unaudited) (Continued) March 31, 2024 7. Stockholders’ Equity and Dividends — (continued) Dividend Reinvestment Plan On February 27, 2024, the Board of Directors approved a new dividend reinvestment plan (the “DRIP”) for the Company. The DRIP was effective as of, and will apply to the reinvestment of cash distributions with a record date after March 18, 2024. Under the DRIP, shareholders will automatically receive cash dividends and distributions unless they “opt in” to the DRIP and elect to have their dividends and distributions reinvested in additional shares of the Company’s common stock. Notwithstanding the foregoing, the former shareholders of BCIC that participated in the BCIC dividend reinvestment plan at the time of the Merger have been automatically enrolled in the Company’s DRIP and will have their shares reinvested in additional shares of the Company’s common stock on future distributions, unless they “opt out” of the DRIP. To “opt in”, a shareholder shall notify Computershare Trust Company, N.A., the DRIP plan administrator (the “Plan Administrator”), in writing so that such notice is received by the Plan Administrator no later than the record date fixed by the Board of Directors for the distribution involved. The Plan Administrator will set up an account for shares acquired pursuant to the DRIP for each shareholder who has elected to participate in the DRIP (each a “Participant”). The amount of common stock to be issued to Participants pursuant to the DRIP will be calculated by reference to all shares of common stock owned by the Participant, whether held in its DRIP account or elsewhere. Common stock will be acquired by the Plan Administrator for the Participants’ accounts, through either (i) the receipt from the Company of additional unissued but authorized common stock (“newly issued common stock”) or (ii) the purchase of outstanding common stock in the open market (“open-market purchases”). The Plan Administrator will acquire newly issued common stock on behalf of Participants if, on the distribution payment date, the closing market price per share of the Company’s common stock on the NASDAQ Global Select Market (or if no sale is reported for such day, the midpoint of the reported bid and asked prices) plus estimated per share fees (which include any applicable brokerage commissions the Plan Administrator is required to pay) (the “Market Price”) is greater than the most recently published net asset value per common stock (“NAV”) (such condition referred to as a “market premium”). The number of shares of newly issued common stock to be credited to a Participant’s account will be determined by dividing the dollar amount of the distribution otherwise payable to the Participant by the greater of (i) the NAV or (ii) 95% of the Market Price on the distribution payment date. Unless otherwise instructed by the Company at the direction of its Board of Directors, the Plan Administrator will acquire common Stock on behalf of Participants through open-market purchases if, on the distribution payment date, the Market Price is less than the most recently published NAV (such condition referred to as a “market discount”). In the event of a market discount on the distribution payment date, the Plan Administrator will have until the last business day before the next date on which the common stock trades on an “ex-distribution” basis or 30 There will be no fees with respect to shares of common stock issued directly by the Company. However, each Participant will pay the per share fees (which include any applicable brokerage commissions the Plan Administrator is required to pay) incurred in connection with open-market purchases. If a shareholder has shares held by a broker, such shareholder should contact his/her broker to participate in the DRIP. 52 BlackRock TCP Capital Corp. Notes to Consolidated Financial Statements (unaudited) (Continued) March 31, 2024 7. Stockholders’ Equity and Dividends — (continued) Share Repurchase Plan On February 24, 2015, the Company’s No shares were 8. Earnings Per Share In accordance with ASC 260, Three Months Ended March 31, 2024 2023 Net increase (decrease) in net assets from operations $ 5,057,141 $ 22,713,879 Weighted average shares outstanding 62,047,859 57,767,264 Earnings (loss) per share $ 0.08 $ 0.39 9. Subsequent Events On On 53 BlackRock TCP Capital Corp. Notes to Consolidated Financial Statements March 31, 2024 10. Financial Highlights Three Months Ended March 31, 2024 2023 Per Common Share Per share NAV at beginning of period $ 11.90 $ 12.93 Investment operations: Net investment income (1) 0.45 0.44 Net realized and unrealized gain (loss) (1) (0.59 ) (0.05 ) Total from investment operations (0.14 ) 0.39 Net decrease in net assets as a result of issuance of shares in connection with the Merger (2) (0.28 ) — Dividends to common shareholders (0.34 ) (0.32 ) Per share NAV at end of period $ 11.14 $ 13.00 Per share market price at end of period $ 10.43 $ 10.30 Total return based on market value (3) (4) (6.7 )% (17.9 )% Total return based on net asset value (3) (5) (3.6 )% 3.0 % Shares outstanding at end of period 85,591,134 57,767,264 Ratios to average common equity: (6) Net investment income 17.4 % 15.8 % Expenses before incentive fee 11.5 % 10.5 % Expenses and incentive fee 12.3 % 11.2 % Ending common shareholder equity $ 953,482,427 $ 750,982,145 Portfolio turnover rate 1.2 % 1.2 % Weighted-average debt outstanding $ 1,048,352,926 $ 1,004,741,584 Weighted-average interest rate on debt 4.7 % 4.3 % Weighted-average number of common shares 62,047,859 57,767,264 Weighted-average debt per share $ 16.90 $ 17.39 (1) Amounts shown reflect the impact of the purchase discount recorded in connection with the Merger and were computed based on the actual amounts earned or incurred by the Company divided by the actual shares outstanding in the respective accounting periods before and after the closing of the Merger on March 18, 2024. (2) Calculated as the number of shares issued by the Company in connection with the Merger times the discount per share based on the closing price per share and the NAV per share at the time of the closing of the Merger. (3) Not annualized. (4) Total return based on market value equals the change in ending market value per share during share during the period plus declared dividends per share during the period, divided by the market value per share at the beginning of the period. (5) Total return based on net asset value equals the change in net asset value per share during the period plus declared dividends per share during the period, divided by the beginning net asset value per share. (6) Annualized, except for incentive compensation. 54 BlackRock TCP Capital Corp. Notes to Consolidated Financial Statements March 31, 2024 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 March 31, 2024. Class and Year Total Amount Asset Coverage Involuntary Liquidating Average Market Operating Facility As of March 31, 2024 (Unaudited) $ 167,985 $ 4,277 Fiscal Year 2023 163,169 5,244 — 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 Preferred Interests As of March 31, 2024 (Unaudited) N/A N/A Fiscal Year 2023 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 Funding Facility I As of March 31, 2024 (Unaudited) N/A N/A Fiscal Year 2023 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 Funding Facility II As of March 31, 2024 (Unaudited) $ 100,000 $ 4,277 Fiscal Year 2023 100,000 5,244 — 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 Merger Sub Facility As of March 31, 2024 (Unaudited) $ 92,000 $ 4,277 SBA Debentures As of March 31, 2024 (Unaudited) $ 150,000 $ 4,277 Fiscal Year 2023 150,000 5,244 — 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 2019 Convertible Notes As of March 31, 2024 (Unaudited) N/A N/A Fiscal Year 2023 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 2022 Convertible Notes As of March 31, 2024 (Unaudited) N/A N/A Fiscal Year 2023 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 55 BlackRock TCP Capital Corp. Notes to Consolidated Financial Statements (unaudited) (Continued) March 31, 2024 11. Senior Securities — (continued) 2022 Notes As of March 31, 2024 (Unaudited) N/A N/A Fiscal Year 2023 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 March 31, 2024 (Unaudited) $ 250,000 $ 1,822 Fiscal Year 2023 250,000 1,643 — 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 2025 Notes As of March 31, 2024 (Unaudited) $ 92,000 $ 1,822 2026 Notes As of March 31, 2024 (Unaudited) $ 325,000 $ 1,822 Fiscal Year 2023 325,000 1,643 — N/A Fiscal Year 2022 325,000 1,929 — N/A Fiscal Year 2021 325,000 1,948 — N/A 56 BlackRock TCP Capital Corp. Notes to Consolidated Financial Statements (Continued) March 31, 2024 12. Merger with BlackRock Capital Investment Corporation On March 18, 2024, the Company completed its previously announced acquisition of BCIC, pursuant to that certain Amended and Restated Agreement and Plan of Merger, dated as of January 10, 2024, by and among the Company, BCIC, Merger Sub, and solely for the limited purposes set forth therein, BCIA, and the Advisor. Pursuant to the Merger Agreement, BCIC merged with and into Merger Sub, with Merger Sub continuing as the surviving company and as a subsidiary of SVCP and an indirect wholly-owned subsidiary of the Company. As a result of, and as of the effective time of, the Merger, BCIC’s separate corporate existence ceased. In connection with the Merger, the Company and the Advisor entered into the Amended and Restated Investment Advisory Agreement that became effective as of the Closing, pursuant to which the Advisor reduced 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 with no change to the basis of the calculation. Prior to the Closing, the Advisor's base management fee rate for managing the Company was 1.50% on assets equal to or below 200% of the net asset value of the Company. The base management fee rate on assets that exceed 200% of the net asset value of the Company remains 1.00%. The Company also entered into 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 Closing (the first of which will be the quarter in which the Closing occurred) to the extent there are sufficient advisory fees to cover such deficit. The waiver amount in a given quarter cannot exceed the total advisory fees for such quarter. In accordance with the terms of the Merger Agreement, at the Closing, each outstanding share of BCIC’s common stock was converted into the right to receive 0.3834 shares of common stock, par value $0.001 per share of the Company (with BCIC’s shareholders receiving cash in lieu of fractional shares of the Company’s common stock). As a result of the Merger, the Company issued 27,823,870 shares of its common stock to former BCIC shareholders, after adjustment for BCIC’s shareholders receiving cash in lieu of fractional shares. The Merger has been 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. The Company determined the fair value of the shares of the Company's common stock that were issued to former BCIC shareholders pursuant to the Merger Agreement plus transaction costs to be the consideration paid in connection with the Merger under ASC 805. The consideration paid to BCIC shareholders was less than the aggregate fair values of the BCIC assets acquired and liabilities assumed, which resulted in a purchase discount (the “purchase discount”). The consideration paid was allocated to the individual BCIC assets acquired and liabilities assumed based on the relative fair values of net identifiable assets acquired other than “non-qualifying” assets and liabilities (for example, cash) and did not give rise to goodwill. As a result, the purchase discount was allocated to the cost basis of the BCIC investments acquired by the Company on a pro-rata basis based on their relative fair values as of the effective time of the Merger. Immediately following the Merger, the investments were marked to their respective fair values in accordance with ASC 820 which resulted in immediate recognition of net unrealized appreciation in the Consolidated Statement of Operations as a result of the Merger. The purchase discount allocated to the BCIC debt investments acquired will amortize over the remaining life of each respective debt investment through interest income, with a corresponding adjustment recorded to unrealized appreciation or depreciation on such investment acquired through its ultimate disposition. The purchase discount allocated to BCIC equity investments acquired will not amortize over the life of such investments through interest income and, assuming no subsequent change to the fair value of the equity investments acquired and disposition of such equity investments at fair value, the Company may recognize a realized gain or loss with a corresponding reversal of the unrealized appreciation on disposition of such equity investments acquired. 57 BlackRock TCP Capital Corp. Notes to Consolidated Financial Statements (Continued) March 31, 2024 12. Merger with BlackRock Capital Investment Corporation — (continued) The Merger was considered a tax-free reorganization and the Company has elected to carry forward the historical cost basis of the acquired BCIC investments for tax purposes. Pursuant to the Merger Agreement, the Advisor, in the case of the Company, and BCIA, in the case of BCIC, would 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 $6.0 million (the “Merger transaction costs”). Net of Merger transaction costs borne by the Advisor, the Company capitalized $2.4 million of Merger transaction costs as part of the total consideration paid to acquire the assets and liabilities of BCIC. The following table summarizes the allocation of the consideration paid to the assets acquired and liabilities assumed as a result of the Merger: Common stock issued by the Company (1) $ 280,464,610 Transaction costs 2,366,408 Total purchase price $ 282,831,018 Assets acquired: Investments(2) $ 586,983,708 Cash and cash equivalents 11,670,610 Interest, dividends and fees receivable 10,373,421 Due from broker 2,048,141 Other assets 3,731,006 Total assets acquired 614,806,886 Liabilities assumed: Debt 315,296,749 Dividends payable (3) 7,257,191 Management fees payable 1,888,664 Interest rate swap at fair value 1,674,309 Incentive fees payable 1,363,625 Other liabilities 4,495,330 Total liabilities assumed 331,975,868 Net assets acquired $ 282,831,018 58 BlackRock TCP Capital Corp. Consolidated Schedule of Changes in Investments in Non-Controlled Affiliates(1) (Unaudited) Three Months Ended Security Dividends or Fair Value at Net realized Net increase Acquisitions (3) Dispositions (4) Fair Value at Hylan Intermediate Holdings II LLC, 2nd Lien Term Loan, SOFR + 10%, 1% SOFR Floor, due 3/11/2027 $ 222,230 $ 10,022,086 $ - $ (16,989 ) $ 110,114 $ (4,789,265 ) $ 5,325,946 Hylan Intermediate Holdings II LLC, Senior Secured 1st Lien Term Loan, SOFR + 8%, 1% SOFR Floor, due 2/22/26 169,559 9,957,945 - 498 - (4,978,225 ) 4,980,218 Hylan Novellus LLC, Class A Units - 2,827,373 - (1,294,173 ) - - 1,533,200 Iracore International Holdings, Inc., Senior Secured 1st Lien Term Loan, SOFR + 9%, 1% SOFR Floor, due 4/12/26 48,521 1,324,151 - - - - 1,324,151 Iracore Investments Holdings, Inc., Class A Common Stock - 1,799,178 - 327,196 - - 2,126,374 TVG-Edmentum Holdings, LLC, Series B-1 Common Units 713,703 24,629,566 - (7,054,132 ) 713,704 - 18,289,138 TVG-Edmentum Holdings, LLC, Series B-2 Common Units - 24,629,566 - (6,340,428 ) - - 18,289,138 Total $ 1,154,013 $ 75,189,865 $ — $ (14,378,028 ) $ 823,818 $ (9,767,490 ) $ 51,868,165 Notes to Consolidated Schedule of Changes in Investments in Non-Controlled Affiliates: 59 BlackRock TCP Capital Corp. Consolidated Schedule of Changes in Investments in Controlled Affiliates Three Months Ended Security Dividends Fair Value at Net realized Net increase Acquisitions (3) Dispositions (4) Fair Value at 36th Street Capital Partners Holdings, LLC, Senior Note, 12%, due 11/30/25 $ 1,375,762 52,318,937 $ - $ - $ - $ - $ 52,318,937 36th Street Capital Partners Holdings, LLC, Membership Units - 50,541,000 - (3,083,663 ) - - 47,457,337 Anacomp, Inc., Class A Common Stock - 843,074 - 32,066 - - 875,140 AutoAlert, LLC, Senior Secured 1st Lien Term Loan, SOFR + 5.4%, 1% SOFR Floor, PIK toggle, due 3/31/28 510,297 18,812,631 - - - - 18,812,631 AutoAlert, LLC, Senior Secured 2nd Lien Term Loan, SOFR + 9.4%, 1% SOFR Floor, PIK toggle, due 3/31/29 357,556 9,256,229 - - 349,968 - 9,606,197 AA Acquisition Aggregator, LLC, Ordinary Shares - 9,985,207 - 297,388 - - 10,282,595 Conventional Lending TCP Holdings, LLC, Membership Units 306,573 16,376,544 - (356,544 ) - - 16,020,000 Conergy Asia & ME Pte. Ltd., 1st Lien Term Loan, 0%, due 12/31/21 - - - - - - - Conergy Asia Holdings Limited, Ordinary Shares - - - - - - - Conergy Asia Holdings Limited, Class B Shares - - - - - - - Fishbowl INC., Common Membership Units - 135,403 - (135,403 ) - - - Fishbowl, Inc., Senior Secured 1st Lien Term Loan, SOFR + 5%, 1% SOFR Floor, due 05/27/2027 658,861 12,089,579 - 302,239 - - 12,391,818 Gordon Brothers Finance Company, Unsecured Term Loan, SOFR +11%, 1% SOFR Floor, due 10/31/2021 - - - 566,352 13,114,254 - 13,680,606 Gordon Brothers Finance Company, Preferred Stock - - - - - - - Gordon Brothers Finance Company, Common Stock - - - - - - - Kawa Solar Holdings Limited, Bank Guarantee Credit Facility, 0%, due 12/31/21 - 101,315 - 166 - - 101,481 Kawa Solar Holdings Limited, Revolving Credit Facility, 0%, due 12/31/21 - 1,367,273 - (135,508 ) - - 1,231,765 Kawa Solar Holdings Limited, Ordinary Shares - - - - - - - Kawa Solar Holdings Limited, Series B Preferred Shares - - - - - - - Total $ 3,209,049 $ 171,827,192 $ — $ (2,512,907 ) $ 13,464,222 $ — $ 182,778,507 Notes to Consolidated Schedule of Changes in Investments in Controlled Affiliates: 60 BlackRock TCP Capital Corp. Consolidated Schedule of Changes in Investments in Non-Controlled Affiliates (1) Year Ended December 31, 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 $ 191,149 $ 1,324,140 $ - $ - $ 11 $ - $ 1,324,151 Iracore Investments Holdings, Inc., Class A Common Stock - 2,983,163 - (1,183,985 ) - - 1,799,178 Hylan Intermediate Holdings II LLC, 2nd Lien Term Loan, SOFR + 10%, 1% SOFR Floor, due 3/11/2027 581,023 4,789,265 - 104,575 5,260,111 (131,865 ) 10,022,086 Hylan Intermediate Holdings II LLC, Senior Secured 1st Lien Term Loan, SOFR + 8%, 1% SOFR Floor, due 2/22/26 683,947 4,978,225 - 1,495 4,978,225 - 9,957,945 Hylan Novellus LLC, Class A Units 12,230,088 - (9,402,715 ) - - 2,827,373 TVG-Edmentum Holdings, LLC, Series A Preferred Units 45,650 - - - - - - TVG-Edmentum Holdings, LLC, Series B-1 Common Units 2,652,917 32,391,197 - (10,414,537 ) 2,652,906 - 24,629,566 TVG-Edmentum Holdings, LLC, Series B-2 Common Units - 32,391,197 - (7,761,631 ) - - 24,629,566 Total $ 4,154,686 $ 91,087,275 $ — $ (28,656,798 ) $ 12,891,253 $ (131,865 ) $ 75,189,865 Notes to Consolidated Schedule of Changes in Investments in Non-Controlled Affiliates: 61 BlackRock TCP Capital Corp. Consolidated Schedule of Changes in Investments in Controlled Affiliates (1) Year Ended December 31, 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 $ (680,883 ) $ 56,272,000 $ - $ (6,043,500 ) $ 312,500 $ - $ 50,541,000 36th Street Capital Partners Holdings, LLC, Senior Note, 12%, due 11/1/25 5,937,130 50,131,437 - - 2,187,500 - 52,318,937 Anacomp, Inc., Class A Common Stock - 552,432 - 290,642 - - 843,074 Conventional Lending TCP Holdings, LLC, Membership Units 1,674,050 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, Ordinary Shares - - - - - - - Kawa Solar Holdings Limited, Revolving Credit Facility, 0%, due 12/31/22 - 1,862,701 - (495,428 ) - - 1,367,273 Fishbowl, Inc., Senior Secured 1st Lien Term Loan, SOFR + 5%, 1% SOFR Floor, due 05/27/2027 1,261,826 12,089,579 - - - - 12,089,579 Fishbowl INC., Common Membership Units - 577,277 - (441,874 ) - - 135,403 AutoAlert, LLC, Senior Secured 1st Lien Term Loan, SOFR + 5.4%, 1% SOFR Floor, PIK toggle, due 3/31/28 1,522,939 - - - 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 3/31/29 997,865 - - - 651,700 8,604,529 9,256,229 AutoAlert, LLC, Class A Common Interest - - - - (4,713,886 ) 4,713,886 - AutoAlert, LLC, Preferred Equity - - - - (4,302,264 ) 4,302,264 - AA Acquisition Aggregator, LLC, Ordinary Shares - - - 969,054 9,016,153 - 9,985,207 Total $ 10,712,927 $ 137,733,285 $ — $ (5,741,106 ) $ 5,935,496 $ 33,899,517 $ 171,827,192 Notes to Consolidated Schedule of Changes in Investments in Controlled Affiliates: 62 BlackRock TCP Capital Corp. Consolidated Schedule of Restricted Securities of Unaffiliated Issuers (Unaudited) March 31, 2024 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. 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 5/5/22 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 10/1/18 Inotiv, Inc. 3/30/22 Marsico Holdings, LLC 3/15/24 Pico Quantitative Trading Holdings, LLC, Warrants to Purchase 2/7/20 Plate Newco 1 Limited (Avanti), 4/13/22 Quora, Inc., Warrants to Purchase 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 SoundCloud, Ltd., Warrants to Purchase Preferred Stock 4/30/15 Stitch Holdings LP, LP Units 3/15/24 Suited Connector, LLC, 3/6/23 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 WorldRemit Group Limited, Warrants to Purchase Series E Stock 3/15/24 63 BlackRock TCP Capital Corp. Consolidated Schedule of Restricted Securities of Unaffiliated Issuers December 31, 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/ 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 5/5/22 InMobi, Inc., Warrants to Purchase 8/22/17 InMobi, Inc., Warrants to Purchase Series 9/18/15 InMobi, Inc., Warrants to Purchase Series E Preferred Stock (Strike Price $28.58) 10/1/18 Inotiv, Inc., Common Shares 3/30/22 PerchHQ, Warrants for Common Units 9/30/22 Pico Quantitative Trading Holdings, LLC, Warrants to Purchase Membership Units 2/7/20 Plate Newco 1 Limited (Avanti), Common Stock 4/13/22 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 8/29/14 SoundCloud, Ltd., Warrants to Purchase Preferred Stock 4/30/15 Suited Connector, LLC, 3/6/2023 Tradeshift, Inc., Warrants to Purchase Series D Preferred Stock 3/9/17 Utilidata, Inc., Common 7/6/20 Utilidata, Inc., Series 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 64 Item 2. 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 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 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 65 Overview The The Our leverage program is comprised of To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements and timely distribute to our 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. On March 18, 2024, the Company completed its previously announced Merger with BCIC. Pursuant to the Merger Agreement, BCIC was merged with and into Merger Sub, with Merger Sub continuing as the surviving company and as a subsidiary of SVCP. As a result of the Merger, BCIC’s separate existence ceased. In accordance with the terms of the Merger Agreement, at the Closing, each outstanding share of BCIC’s common stock was converted into the right to receive 0.3834 shares (the “Exchange Ratio”) of common stock, par value $0.001 per share of the Company (with BCIC shareholders receiving cash in lieu of fractional shares of the Company’s common stock). As a result of the Merger, the Company issued 27,823,870 shares of its common stock to former BCIC shareholders, after adjustment for BCIC’s shareholders receiving cash in lieu of fractional shares. See “Note 12 – Merger with BlackRock Capital Investment Corporation” for further information regarding the Merger Agreement and the Merger. 66 Investments Our level of investment activity can and does vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to middle-market companies, the level of merger and acquisition activity, the general economic environment and the competitive environment for the types of investments we make. As a BDC, we are required to comply with certain regulatory requirements. For instance, we generally have to invest at least 70% of our total assets in “qualifying assets,” including securities and indebtedness of private U.S. companies, public U.S. operating companies whose securities are not listed on a national securities exchange or registered under the Securities Exchange Act of 1934, as amended, public domestic operating companies having a market capitalization of less than $250.0 million, cash, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less. We are also permitted to make certain follow-on investments in companies that were eligible portfolio companies at the time of initial investment but that no longer meet the definition. As of 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 67 Prior to the Closing, the investment management agreement In connection with the Merger, the Company and the Advisor entered into the Amended and Restated Investment Advisory Agreement, pursuant to which the Advisor reduced 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 with no change to the basis of calculation. Prior to the Closing, the Advisor’s base management fee rate for managing the Company was 1.50% on assets equal to or below 200% of the net asset value of the Company. The base management fee rate on assets that exceed 200% of the net asset value of the Company remains 1.00%. The Company also entered into the Fee Waiver Agreement with the Advisor. The Fee Waiver Agreement provided 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 Closing (the first of which will be the quarter in which the Closing occurred) to the extent there are sufficient advisory fees to cover such deficit (the waiver amount in a given quarter cannot exceed the total advisory fees for such quarter). Additionally, the previous investment management agreement dated February 9, 2019 and the Amended and Restated Critical accounting policies Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual results to differ. Management considers the following critical accounting policies important to understanding the financial statements. In addition to the discussion below, our critical accounting policies are further described in the notes to our financial statements. 68 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 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 The valuation process 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 69 When valuing all of our investments, we strive to maximize the use of observable inputs and minimize the use of unobservable inputs. Inputs refer broadly to the assumptions that market participants would use in pricing an asset, including assumptions about risk. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on market data obtained from sources independent of us. Unobservable inputs are inputs that reflect our assumptions about the assumptions market participants would use in pricing an asset or liability developed based on the best information available in the circumstances. Our investments may be categorized based on the types of inputs used in their valuation. The level in the GAAP valuation hierarchy in which an investment falls is based on the lowest level input that is significant to the valuation of the investment in its entirety. Investments are classified by GAAP into the three broad levels as follows: Level 1 — Investments valued using unadjusted quoted prices in active markets for identical assets. Level 2 — Investments valued using other unadjusted observable market inputs, e.g. quoted prices in markets that are not active or quotes for comparable instruments. Level 3 — Investments that are valued using quotes and other observable market data to the extent available, but which also take into consideration one or more unobservable inputs that are significant to the valuation taken as a whole. As of As of December 31, 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 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 70 subordinated debt securities and 1.1% in equity investments. The remaining $20.0 million of investments made by the Company during the three months ended March 31, 2024, included new investments in During the three months ended At At December 31, The industry composition of our portfolio at fair value at Industry Percent of Diversified Financial Services 13.3 % Internet Software and Services 13.3 % Software 11.3 % Diversified Consumer Services 8.8 % Professional Services 6.2 % Health Care Technology 4.7 % Hotels, Restaurants and Leisure 3.2 % IT Services 3.2 % Healthcare Providers and Services 3.0 % Road and Rail 2.6 % Capital Markets 2.5 % Media 2.4 % Textiles, Apparel and Luxury Goods 2.3 % Automobiles 2.2 % Construction and Engineering 2.2 % Paper and Forest Products 2.1 % Technology Hardware, Storage and Peripherals 2.0 % Insurance 1.7 % Specialty Retail 1.7 % Consumer Finance 1.4 % Pharmaceuticals 1.2 % Containers and Packaging 1.0 % Real Estate 1.0 % Other 6.7 % Total 100.0 % The weighted average effective yield of 71 Rate or the Prime Rate, and Results of operations Investment income Investment income totaled Expenses Total operating expenses for the three months ended Net investment income Net investment income was Net realized and unrealized gain or loss Net realized gain (loss) for the three months ended March 31, 2024 and 2023 was $(0.2) million and $(30.6) million, respectively. Net realized losses for the three months ended For the three months ended 72 Incentive compensation Incentive fees, included in operating expenses for the three months ended March 31, 2024 and 2023 were $5.9 million and $5.4 million, and were payable due to our performance exceeding the cumulative total return threshold. The increase in incentive fee expense for the three months ended March 31, 2024 compared to the three months ended March 31, 2023, was the result of higher pre-incentive fee net investment income earned during the three months ended March 31, 2024 which was driven by higher SOFR rates and additional investment income earned on investments acquired as Income tax expense, including excise tax The 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. On March 18, 2024, the Net increase (decrease) in net assets The net increase (decrease) in net assets applicable to common shareholders resulting from operations was Net investment income, net realized and unrealized gain Supplemental Non-GAAP information On March 18, 2024, the Company completed its previously announced Merger with BCIC. The Merger has been accounted for as an asset acquisition of BCIC by the As a supplement to the Company’s reported GAAP financial measures, we have provided the following non-GAAP financial measures that we believe are useful: 73 For the Quarters Ended March 31, 2024 2023 Amount Per Share Amount Per Share Net investment income $ 28,261,273 0.46 $ 25,373,127 0.44 Less: Purchase accounting discount amortization 539,491 0.01 — — Adjusted net investment income $ 27,721,782 0.45 $ 25,373,127 0.44 Net realized and unrealized gain (loss) $ (23,204,132 ) (0.37 ) $ (2,659,248 ) (0.05 ) Less: Net change in unrealized appreciation (depreciation) due to the allocation of purchase discount 21,347,357 0.34 — — Adjusted net realized and unrealized gain (loss) $ (44,551,489 ) (0.71 ) $ (2,659,248 ) (0.05 ) Net increase (decrease) in net assets resulting from operations $ 5,057,141 0.08 $ 22,713,879 0.39 Less: Purchase accounting discount amortization 539,491 0.01 — — Less: Net change in unrealized appreciation (depreciation) due to the allocation of purchase discount 21,347,357 0.34 — — Adjusted net increase (decrease) in assets resulting from operations $ (16,829,707 ) (0.27 ) $ 22,713,879 0.39 We believe that the adjustment to exclude the 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 On February 27, 2024, the Board of Directors approved a new dividend reinvestment plan (the “DRIP”) for the Company. The On February 24, 2015, the Company’s 74 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 Total leverage outstanding and available under the combined Leverage Program at Maturity Rate Carrying Available Total Operating Facility 2026 SOFR+2.00% (2) $ 167,985,035 $ 132,014,965 $ 300,000,000 (3) Funding Facility II 2027 SOFR+2.05% (4) 100,000,000 100,000,000 200,000,000 (5) Merger Sub Facility(6) 2028 SOFR+2.00% (7) 221,000,000 44,000,000 265,000,000 (8) SBA Debentures 2024−2031 2.52% (9) 150,000,000 10,000,000 160,000,000 2024 Notes ($250 million par) 2024 3.90% 249,750,603 — 249,750,603 2025 Notes ($92 million par)(6) 2025 Fixed/Variable (10) 92,000,000 — 92,000,000 2026 Notes ($325 million par) 2026 2.85% 325,693,658 — 325,693,658 Total leverage 1,306,429,296 $ 286,014,965 $ 1,592,444,261 Unamortized issuance costs (3,616,588 ) Debt, net of unamortized issuance costs $ 1,302,812,708 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 shareholder 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 shareholders 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 March 31, 2024, the Company’s asset coverage ratio was 182%. 75 On July 13, 2015, we obtained exemptive relief from the SEC to permit us to exclude debt outstanding under the SBA Net cash Net cash At The Unfavorable economic conditions, 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 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 76 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 Distributions Our quarterly dividends and distributions to common The following tables summarize dividends declared for the Date Declared Record Date Payment Date Type Amount Total Amount February 29, 2024 March 14, 2024 March 29, 2024 Regular $ 0.34 $ 19,640,870 $ 0.34 $ 19,640,870 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 $ 0.32 $ 18,485,524 In addition, the 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 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 77 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:______________________☒For the Quarter Ended September 30, 2017☐____________________________________________Delaware56-259470628th28th Street, Suite 1000code (310) 566-1000NASDAQwhereon which registered)Securities registered pursuant to Section 12(g) of the Act: None______________________x ☒ No ¨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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes¨ ☒ No ¨or a non-accelerated filer.filer, a smaller reporting company, or an emerging growth company. See definitionthe definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and large accelerated filer”“emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):x¨¨Reportingreporting company¨Emerging growth company ¨aany new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨¨☐ No xNovember 6, 2017May 1, 2024 was 58,792,364.85,591,134.NINETHREE MONTHS ENDED SEPTEMBER 30, 2017Part I.InformationStatementsItem 1. September 30, 2017 December 31, 2016 (unaudited) Assets Investments, at fair value: Companies less than 5% owned (cost of $1,378,833,997 and $1,174,421,611, respectively) $ 1,389,967,667 $ 1,175,097,468 Companies 5% to 25% owned (cost of $86,080,592 and $75,508,585, respectively) 74,735,725 69,355,808 Companies more than 25% owned (cost of $95,435,060 and $96,135,623, respectively) 64,047,095 70,516,594 Total investments (cost of $1,560,349,649 and $1,346,065,819, respectively) 1,528,750,487 1,314,969,870 Cash and cash equivalents 71,929,885 53,579,868 Accrued interest income: Companies less than 5% owned 17,600,493 12,713,025 Companies 5% to 25% owned 2,237,834 953,561 Companies more than 25% owned 11,763 25,608 Receivable for investments sold 13,414,257 — Deferred debt issuance costs 3,664,315 3,828,784 Prepaid expenses and other assets 4,506,089 1,527,745 Total assets 1,642,115,123 1,387,598,461 Liabilities Debt, net of unamortized issuance costs of $8,417,444 and $8,247,426, respectively 665,378,107 571,658,862 Payable for investments purchased 85,545,089 12,348,925 Incentive allocation payable 5,513,546 4,716,834 Interest payable 4,526,655 5,013,713 Payable to the Advisor 1,094,249 325,790 Unrealized depreciation on swaps 470,202 — Accrued expenses and other liabilities 2,190,308 2,598,346 Total liabilities 764,718,156 596,662,470 Commitments and contingencies (Note 5) Net assets applicable to common shareholders $ 877,396,967 $ 790,935,991 Composition of net assets applicable to common shareholders Common stock, $0.001 par value; 200,000,000 shares authorized, 58,792,364 and 53,041,900 shares issued and outstanding as of September 30, 2017 and December 31, 2016, respectively $ 58,792 $ 53,042 Paid-in capital in excess of par 1,038,026,254 944,426,650 Accumulated net investment income 17,896,625 12,533,289 Accumulated net realized losses (146,500,724 ) (134,960,267 ) Accumulated net unrealized depreciation (32,083,980 ) (31,116,723 ) Net assets applicable to common shareholders $ 877,396,967 $ 790,935,991 Net assets per share $ 14.92 $ 14.91
57,767,264 shares issued and outstanding as of March 31, 2024 and
December 31, 2023, respectively
(depreciation):
from operations
shares outstanding
in Excess of Par
earnings (loss)
Assets
in Excess of Par
earnings (loss)
Assets
from operations to net cash provided by (used in) operating activities:
(2)
Coupon
Value
Cash and
InvestmentsSeptember 30, 2017Issuer Instrument Ref Floor Spread Total Coupon Maturity Principal Cost Notes Foursquare Labs, Inc. First Lien Delayed Draw Term Loan (5.0% Exit Fee) LIBOR (M) — 8.81 % 10.19 % 6/1/2020 $ 18,750,000 $ 18,383,852 $ 18,334,875 1.15 % L/N InMobi, Inc. (Singapore) First Lien Delayed Draw Tranche 1 Term Loan (4.00% Exit Fee) LIBOR (M) 1.37 % 8.13 % 9.50 % 12/31/2019 $ 24,897,542 24,372,226 24,353,215 1.52 % H/L/N Videology Media Technologies, LLC First Lien UK Revolver (2.0% Exit Fee) LIBOR (M) 1.00 % 10.00 % 11.32 % 1/10/2020 $ 8,170,996 8,170,996 8,170,996 0.51 % L/N Videology Media Technologies, LLC First Lien US Revolver (2.0% Exit Fee) LIBOR (M) 1.00 % 8.50 % 9.82 % 1/10/2020 $ 2,647,385 2,647,385 2,647,385 0.17 % L/N 53,574,459 53,506,471 3.35 % Air Transportation Mesa Air Group, Inc. Acquisition Loan LIBOR (M) — 7.25 % 8.63 % 7/15/2022 $ 12,478,783 12,326,601 12,728,359 0.80 % N Mesa Airlines, Inc. Engine Acquisition Delayed Draw Term Loan A LIBOR (M) — 7.25 % 8.50 % 12/14/2021 $ 15,025,436 14,800,541 15,029,944 0.94 % N Mesa Airlines, Inc. Engine Acquisition Delayed Draw Term Loan B LIBOR (M) — 7.25 % 8.50 % 2/28/2022 $ 8,723,671 8,589,297 8,680,488 0.54 % N Mesa Airlines, Inc. Engine Acquisition Delayed Draw Term Loan C LIBOR (M) — 7.25 % 8.50 % 7/31/2022 $ 3,621,731 3,566,306 3,578,814 0.22 % N Mesa Airlines, Inc. Engine Acquisition Delayed Draw Term Loan C-1 LIBOR (M) — 7.25 % 8.50 % 9/30/2022 $ 5,560,909 5,463,631 5,466,652 0.34 % N 44,746,376 45,484,257 2.84 % Amusement and Recreation VSS-Southern Holdings, LLC First Lien Term Loan LIBOR (Q) 1.00 % 6.50% Cash+2.00% PIK 9.83 % 11/3/2020 $ 24,342,738 23,968,373 24,707,879 1.54 % N VSS-Southern Holdings, LLC Sr Secured Revolver LIBOR (Q) 1.00 % 6.50% Cash+2.00% PIK N/A 11/3/2020 $ — (13,214 ) 12,842 — K/N 23,955,159 24,720,721 1.54 % Apparel Manufacturing Broder Bros., Co. First Lien Term Loan (First Out) LIBOR (Q) 1.25 % 5.75 % 7.05 % 6/3/2021 $ 8,957,976 8,836,152 9,047,555 0.57 % N Broder Bros., Co. First Lien Term Loan B (Last Out) LIBOR (Q) 1.25 % 12.25 % 13.55 % 6/3/2021 $ 9,305,317 9,190,600 9,463,507 0.59 % N 18,026,752 18,511,062 1.16 % Building Equipment Contractors Hylan Datacom & Electrical, LLC First Lien Term Loan LIBOR (Q) 1.00 % 7.50 % 8.74 % 7/25/2021 $ 13,805,441 13,635,230 13,915,884 0.87 % N Business Support Services Enerwise Global Technologies, Inc. Sr Secured Revolving Loan LIBOR (Q) 0.23 % 8.52 % N/A 11/30/2018 $ — (3,251 ) (18,600 ) — K/N Enerwise Global Technologies, Inc. Sr Secured Term Loan (3.77% Exit Fee) LIBOR (Q) 0.23 % 9.27 % 10.57 % 11/30/2019 $ 23,000,000 22,776,712 22,893,050 1.43 % L/N STG-Fairway Acquisitions, Inc. (First Advantage) Second Lien Term Loan LIBOR (Q) 1.00 % 9.25 % 10.57 % 6/30/2023 $ 31,000,000 30,624,810 29,267,100 1.83 % N 53,398,271 52,141,550 3.26 % Chemicals Anuvia Plant Nutrients Holdings, LLC Sr Secured Term Loan (8.0% Exit Fee) LIBOR (M) — 10.63 % 12.00 % 2/1/2018 $ 2,824,919 2,829,948 2,824,919 0.18 % L/N Green Biologics, Inc. Convertible Note Fixed — 10.00% PIK 10.00 % 6/30/2019 $ 7,500,000 7,355,902 5,853,750 0.37 % E/N Green Biologics, Inc. Sr Secured Term Loan (12.4 % Exit Fee) Fixed — 10.00% PIK 10.00 % 12/31/2020 $ 8,106,004 7,940,893 6,376,993 0.40 % L/N iGM RFE1 B.V. (Netherlands) First Lien Delayed Draw Term Loan LIBOR (Q) — 8.00 % 9.33 % 10/12/2021 $ 877,431 872,110 927,444 0.06 % H/N iGM RFE1 B.V. (Netherlands) First Lien Term Loan LIBOR (Q) — 8.00 % 9.33 % 10/12/2021 $ 3,792,122 3,768,558 4,008,273 0.25 % H/N iGM RFE1 B.V. (Netherlands) First Lien Term Loan EURIBOR (Q) — 8.00 % 8.00 % 10/12/2021 € 6,418,239 7,011,284 8,014,710 0.50 % D/H/N Nanosys, Inc. First Lien Delayed Draw Term Loan (3.5% Exit Fee) LIBOR (Q) — 9.81 % 11.19 % 4/1/2019 $ 10,000,000 9,604,298 9,828,000 0.61 % L/N 39,382,993 37,834,089 2.37 % Communications Equipment Manufacturing Globecomm Systems, Inc. First Lien Term Loan LIBOR (Q) 1.25 % 7.63 % 9.05 % 12/11/2018 $ 14,442,682 14,298,255 13,409,308 0.84 % B/N
Coupon
Value
Cash and
InvestmentsSeptember 30, 2017Issuer Instrument Ref Floor Spread Total Coupon Maturity Principal Cost Notes Debt Investments (continued) Credit (Nondepository) Auto Trakk SPV, LLC First Lien Delayed Draw Term Loan LIBOR (M) 0.50 % 9.50 % 10.73 % 12/21/2021 $ 32,392,942 $ 31,954,106 $ 32,602,257 2.04 % N Caliber Home Loans, Inc. First Lien Delayed Draw Term Loan LIBOR (M) 1.00 % 6.50 % 7.74 % 6/30/2020 $ 15,555,556 15,399,451 15,735,556 0.98 % N Caribbean Financial Group (Cayman Islands) Sr Secured Notes Fixed — 11.50 % 11.50 % 11/15/2019 $ 28,678,000 28,593,384 29,538,340 1.85 % E/G/H/N 75,946,941 77,876,153 4.87 % Credit Related Activities Pacific Union Financials, LLC First Lien Term Loan LIBOR (M) 1.00 % 7.50 % 8.74 % 4/21/2022 $ 25,000,000 24,765,887 25,108,750 1.57 % N Pegasus Business Intelligence, LP (Onyx Centersource) First Lien Term Loan LIBOR (Q) 1.00 % 6.75 % 8.09 % 12/20/2021 $ 14,659,047 14,532,703 14,644,388 0.91 % N Pegasus Business Intelligence, LP (Onyx Centersource) Revolver LIBOR (Q) 1.00 % 6.75 % 8.09 % 12/20/2021 $ 89,514 83,765 88,843 0.01 % N 39,382,355 39,841,981 2.49 % Computer Systems Design and Related Services Aptos Inc. (Canada) First Lien Incremental Term Loan LIBOR (Q) 1.00 % 6.75 % 8.08 % 9/1/2022 $ 7,969,241 7,849,702 7,849,702 0.49 % H/N Aptos Inc. (Canada) First Lien Term Loan LIBOR (Q) 1.00 % 6.75 % 8.08 % 9/1/2022 $ 9,900,000 9,731,240 9,751,500 0.61 % H/N Bracket Intermediate Holding Corp. Second Lien Term Loan LIBOR (Q) 1.00 % 9.00 % 10.32 % 3/14/2024 $ 10,925,551 10,612,225 10,696,115 0.67 % N Dealersocket, Inc. First Lien Term Loan LIBOR (M) 1.00 % 10.00 % 11.37 % 2/10/2021 $ 15,750,000 15,285,565 15,750,000 0.98 % N Fidelis Acquisitionco, LLC First Lien Bridge Term Loan LIBOR (M) 1.00 % 6.00% Cash+2.00% PIK 9.38 % 10/13/2017 $ 3,182,143 3,163,821 3,182,143 0.20 % N Fidelis Acquisitionco, LLC First Lien Term Loan LIBOR (Q) 1.00 % 6.00% Cash+2.00% PIK 9.32 % 11/4/2019 $ 43,214,417 42,779,942 39,178,191 2.45 % N Fidelis Acquisitionco, LLC Sr Secured Revolver LIBOR (Q) 1.00 % 8.00 % 9.32 % 11/4/2019 $ 3,182,143 3,182,143 2,884,931 0.18 % N Marketo, Inc. First Lien Term Loan LIBOR (Q) 1.00 % 9.50 % 10.83 % 8/16/2021 $ 23,295,455 22,722,018 23,295,455 1.46 % N Marketo, Inc. Senior Secured Revolver LIBOR (Q) 1.00 % 9.50 % N/A 8/16/2021 $ — (39,766 ) — — K/N OnX Enterprise Solutions, Ltd. (Canada) First Lien Term Loan B LIBOR (Q) — 8.00 % 9.32 % 9/3/2018 $ 2,296,200 2,296,200 2,296,200 0.14 % H/N OnX Enterprise Solutions, Ltd. (Canada) First Lien Term Loan LIBOR (Q) — 8.00 % 9.32 % 9/3/2018 $ 10,240,000 10,210,950 10,240,000 0.64 % H/N OnX USA, LLC First Lien Term Loan B LIBOR (Q) — 8.00 % 9.32 % 9/3/2018 $ 3,702,400 3,702,400 3,702,400 0.23 % N OnX USA, LLC First Lien Term Loan LIBOR (Q) — 8.00 % 9.32 % 9/3/2018 $ 3,120,000 3,121,990 3,120,000 0.19 % N 134,618,430 131,946,637 8.24 % Data Processing and Hosting Services Applause App Quality, Inc. First Lien Term Loan LIBOR (M) 1.00 % 6.50 % 7.74 % 9/20/2022 $ 22,647,306 22,197,368 22,194,361 1.39 % N Applause App Quality, Inc. First Revolver LIBOR (M) 1.00 % 6.50 % N/A 9/20/2022 $ — (30,014 ) — — K/N DigiCert Holdings, Inc. Second Lien Term Loan LIBOR (Q) 1.00 % 8.00 % 9.00 % 9/20/2025 $ 10,578,112 10,525,221 10,694,947 0.67 % Internap Corporation First Lien Term Loan LIBOR (M) 1.00 % 7.00 % 8.24 % 4/3/2022 $ 8,184,324 8,069,799 8,286,628 0.52 % J IO Data Centers, USA, LLC First Lien Term Loan Fixed — 9.00 % 9.00 % 1/15/2020 $ 15,000,000 15,000,000 15,000,000 0.94 % N Pulse Secure, LLC First Lien Term Loan LIBOR (Q) 1.00 % 7.00 % 8.30 % 5/1/2022 $ 12,022,227 11,852,990 11,895,993 0.74 % N Pulse Secure, LLC Revolver LIBOR (Q) 1.00 % 7.00 % N/A 5/1/2022 $ — (18,491 ) (14,096 ) — K/N TierPoint, LLC Second Lien Term Loan LIBOR (M) 1.00 % 7.25 % 8.49 % 5/5/2025 $ 9,675,000 9,608,020 9,872,564 0.62 % 77,204,893 77,930,397 4.88 % Educational Support Services Edmentum, Inc. Jr Revolving Facility Fixed — 5.00 % 5.00 % 6/9/2020 $ — — — — B/N Edmentum Ultimate Holdings, LLC Sr PIK Notes Fixed — 8.50 % 8.50 % 6/9/2020 $ 3,033,675 3,033,675 3,033,675 0.19 % B/N Edmentum Ultimate Holdings, LLC Jr PIK Notes Fixed — 10.00 % 10.00 % 6/9/2020 $ 14,054,482 13,646,311 11,173,317 0.70 % B/N 16,679,986 14,206,992 0.89 % Electronic Component Manufacturing Soraa, Inc. Tranche A Term Loan (3.0% Exit Fee) LIBOR (M) 0.44 % 9.33 % 10.71 % 3/1/2018 $ 7,570,571 7,488,052 7,394,555 0.46 % L/N Soraa, Inc. Tranche B Term Loan LIBOR (M) 0.44 % 9.33 % 10.71 % 3/1/2018 $ 1,603,779 1,579,327 1,567,373 0.10 % N 9,067,379 8,961,928 0.56 % Equipment Leasing 36th Street Capital Partners Holdings, LLC Senior Note Fixed — 12.00 % 12.00 % 11/1/2020 $ 21,696,871 21,696,871 21,696,871 1.36 % E/F/N Essex Ocean, LLC (Solexel) Sr Secured Term Loan Fixed — 8.00 % 8.00 % 8/15/2018 $ 1,696,898 1,696,898 — — C/N 23,393,769 21,696,871 1.36 %
Coupon
Value
Cash and
InvestmentsSeptember 30, 2017Issuer Instrument Ref Floor Spread Total Coupon Maturity Principal Cost Notes Facilities Support Services NANA Development Corp. First Lien Term Loan B LIBOR (Q) 1.25 % 6.75 % 8.08 % 3/15/2018 $ 233,324 $ 230,588 $ 230,990 0.01 % N Grocery Stores Bashas, Inc. First Lien FILO Term Loan LIBOR (M) 1.50 % 8.80 % 10.30 % 10/8/2019 $ 5,727,386 5,705,475 5,727,386 0.36 % N Hospitals KPC Healthcare, Inc. First Lien Term Loan LIBOR (Q) 1.00 % 9.00 % 10.45 % 2/6/2020 $ 14,792,003 14,707,122 14,939,923 0.93 % N Pacific Coast Holdings Investment, LLC (KPC Healthcare) First Lien Term Loan LIBOR (M) 1.00 % 7.50 % 8.74 % 2/14/2021 $ 29,288,064 28,909,527 29,280,742 1.83 % N 43,616,649 44,220,665 2.76 % Insurance Alera Group Intermediate Holdings, Inc. First Lien Delayed Draw Term Loan LIBOR (Q) 1.00 % 5.50 % 6.74 % 12/30/2022 $ 124,583 116,283 126,249 0.01 % N Alera Group Intermediate Holdings, Inc. First Lien Revolver LIBOR (Q) 1.00 % 5.50 % N/A 12/30/2021 $ — (7,558 ) — — K/N Alera Group Intermediate Holdings, Inc. First Lien Term Loan LIBOR (Q) 1.00 % 5.50 % 6.74 % 12/30/2022 $ 3,390,085 3,360,563 3,396,866 0.21 % N Association Member Benefits Advisors, LLC Second Lien Term Loan LIBOR (M) 1.00 % 8.75 % 9.99 % 6/8/2023 $ 8,277,983 8,130,115 8,257,288 0.52 % N US Apple Holdco, LLC (Ventiv Technology) First Lien FILO Term Loan LIBOR (Q) 0.50 % 13.62 % 14.91 % 8/29/2019 $ 20,060,606 19,698,428 20,060,606 1.25 % N US Apple Holdco, LLC (Ventiv Technology) First Lien Incremental Tranche B FILO Term Loan LIBOR (Q) 0.50 % 13.62 % 14.97 % 8/29/2019 $ 4,320,000 4,245,257 4,320,000 0.27 % N 35,543,088 36,161,009 2.26 % Lessors of Nonfinancial Licenses ABG Intermediate Holdings 2, LLC Second Lien Term Loan LIBOR (M) 1.00 % 7.75 % 8.99 % 9/29/2025 $ 15,000,000 14,887,500 15,150,000 0.95 % Kenneth Cole Productions, Inc. First Lien FILO Term Loan LIBOR (M) 1.00 % 9.65 % 10.90 % 3/21/2022 $ 33,544,709 33,232,910 33,199,199 2.07 % N 48,120,410 48,349,199 3.02 % Management, Scientific, and Technical Consulting Services Asentinel, LLC (Tangoe) First Lien Last Out Term Loan LIBOR (M) 1.00 % 10.77%Cash +0.50%PIK 12.60 % 6/16/2022 $ 24,259,932 23,339,619 23,495,744 1.47 % N Dodge Data & Analytics, LLC First Lien Term Loan LIBOR (Q) 1.00 % 8.75 % 10.06 % 10/31/2019 $ 23,297,434 23,037,915 23,297,434 1.45 % N 46,377,534 46,793,178 2.92 % Motion Picture and Video Industries NEG Holdings, LLC (CORE Entertainment) First Lien Term Loan LIBOR (Q) 1.00 % 8.00% PIK 9.33 % 10/17/2022 $ 1,548,210 1,548,210 1,548,210 0.10 % N Other Information Services Asset International, Inc. Delayed Draw Term Loan LIBOR (Q) 1.00 % 8.50 % 9.84 % 7/31/2020 $ 1,251,626 1,231,645 1,246,933 0.08 % N Asset International, Inc. Revolver Loan LIBOR (Q) 1.00 % 8.50 % 9.84 % 7/31/2020 $ 491,303 482,070 489,092 0.03 % N Asset International, Inc. First Lien Term Loan LIBOR (Q) 1.00 % 8.50 % 9.83 % 7/31/2020 $ 15,213,518 15,042,452 15,179,287 0.95 % N Discoverorg, LLC Second Lien Term Loan LIBOR (M) 1.00 % 8.50 % 9.74 % 2/26/2024 $ 12,839,252 12,712,038 12,710,859 0.79 % N 29,468,205 29,626,171 1.85 % Other Manufacturing AGY Holding Corp. Sr Secured Term Loan Fixed — 12.00 % 12.00 % 9/15/2018 $ 4,869,577 4,869,577 4,869,577 0.30 % B/N AGY Holding Corp. Second Lien Notes Fixed — 11.00 % 11.00 % 11/15/2018 $ 9,268,000 7,586,317 9,268,000 0.58 % B/E/N AGY Holding Corp. Delayed Draw Term Loan Fixed — 12.00 % 12.00 % 9/15/2018 $ 1,049,146 1,049,146 1,049,146 0.06 % B/N 13,505,040 15,186,723 0.94 % Other Publishing Bisnow, LLC First Lien Revolver LIBOR (Q) — 9.00 % N/A 4/29/2021 $ — (24,000 ) — — K/N Bisnow, LLC First Lien Term Loan LIBOR (Q) — 9.00 % 10.31 % 4/29/2021 $ 8,247,890 8,121,791 8,313,875 0.52 % N Contextmedia Health, LLC First Lien Term Loan B LIBOR (M) 1.00 % 6.50 % 7.75 % 12/23/2021 $ 13,125,000 11,957,589 13,075,781 0.82 % Patient Point Network Solutions, LLC First Lien Second Out Term Loan LIBOR (M) 1.00 % 7.50 % 8.74 % 6/26/2022 $ 7,003,544 6,916,582 6,916,000 0.43 % N Patient Point Network Solutions, LLC Revolver LIBOR (M) 1.00 % 7.50 % N/A 6/26/2022 $ — (5,366 ) (5,506 ) — K/N 26,966,596 28,300,150 1.77 %
Coupon
Value
Cash and
InvestmentsSeptember 30, 2017Issuer Instrument Ref Floor Spread Total Coupon Maturity Principal Cost Notes Debt Investments (continued) Pharmaceuticals Nephron Pharmaceuticals Corporation First Lien FILO Term Loan LIBOR (M) 1.00 % 8.75 % 9.99 % 8/7/2019 $ 44,047,447 $ 42,913,836 $ 43,122,451 2.69 % N Other Real Estate Activities Associations, Inc. First Lien FILO Term Loan LIBOR (Q) 1.00 % 8.96 % 10.29 % 12/23/2019 $ 12,794,670 12,703,330 12,794,670 0.80 % N Greystone Select Holdings, LLC First Lien Term Loan LIBOR (Q) 1.00 % 8.00 % 9.26 % 4/17/2024 $ 25,202,549 24,954,120 25,782,207 1.61 % N 37,657,450 38,576,877 2.41 % Other Telecommunications Securus Technologies, Inc. Second Lien Term Loan LIBOR (M) 1.25 % 7.75 % 9.00 % 4/30/2021 $ 4,516,129 4,470,968 4,542,458 0.28 % N Securus Technologies, Inc. Second Lien Term Loan LIBOR (Q) 1.00 % 8.25 % 9.25 % 6/20/2025 $ 25,846,154 25,620,000 26,120,769 1.63 % N 30,090,968 30,663,227 1.91 % Plastics Manufacturing Iracore International, Inc. First Lien Term Loan LIBOR (M) 1.00 % 9.00 % 10.25 % 4/13/2021 $ 1,900,733 1,900,733 1,900,733 0.12 % B/N Radio and Television Broadcasting NEP/NCP Holdco, Inc. Second Lien Term Loan LIBOR (M) 1.00 % 7.00 % 8.23 % 1/23/2023 $ 11,536,391 11,508,154 11,644,545 0.73 % G Real Estate Leasing Daymark Financial Acceptance, LLC First Lien Delayed Draw Term Loan LIBOR (Q) — 9.50 % 10.74 % 1/12/2020 $ 14,000,000 13,879,590 13,748,000 0.86 % N Home Partners of America, Inc. First Lien Term Loan LIBOR (M) 1.00 % 7.00 % 8.23 % 10/13/2022 $ 5,000,000 4,913,427 5,100,000 0.32 % N 18,793,017 18,848,000 1.18 % Restaurants RM OpCo, LLC (Real Mex) Convertible Second Lien Term Loan Tranche B-1 Fixed — 8.50 % 8.50 % 3/30/2018 $ 2,072,771 2,072,771 1,705,683 0.11 % B/N RM OpCo, LLC (Real Mex) First Lien Term Loan Tranche A Fixed — 7.00 % 7.00 % 3/30/2018 $ 4,892,097 4,608,710 4,892,097 0.30 % B/N RM OpCo, LLC (Real Mex) Second Lien Term Loan Tranche B Fixed — 8.50 % 8.50 % 3/30/2018 $ 10,327,904 10,327,904 — — B/C/N RM OpCo, LLC (Real Mex) Second Lien Term Loan Tranche B-1 Fixed — 8.50 % 8.50 % 3/30/2018 $ 3,252,610 3,237,187 2,676,572 0.17 % B/N RM OpCo, LLC (Real Mex) Sr Convertible Second Lien Term Loan B Fixed — 8.50 % 8.50 % 3/30/2018 $ 6,490,093 6,490,093 6,490,103 0.40 % B/N 26,736,665 15,764,455 0.98 % Retail Bon-Ton, Inc. First Lien Tranche A-1 Revolver LIBOR (Q) 1.00 % 9.50 % 10.81 % 3/15/2021 $ 4,432,934 4,361,693 4,399,687 0.27 % N USR Parent, Inc. (Staples) First Lien FILO Term Loan LIBOR (M) 1.00 % 8.84 % 10.07 % 9/12/2022 $ 11,149,443 10,871,171 10,870,707 0.68 % N 15,232,864 15,270,394 0.95 % Satellite Telecommunications Avanti Communications Group, PLC (United Kingdom) Sr New Money Initial Note Fixed — 10.00 % 10.00 % 10/1/2021 $ 1,273,204 1,240,014 1,062,330 0.07 % E/G/H/N Avanti Communications Group, PLC (United Kingdom) Sr Second-Priority PIK Toggle Note Fixed — 10.00 % 10.00 % 10/1/2021 $ 3,248,857 3,166,787 2,710,765 0.17 % E/G/H/N Avanti Communications Group, PLC (United Kingdom) Sr Secured Third-Priority Note Fixed — 12.00 % 12.00 % 10/1/2023 $ 6,729,804 3,428,151 1,716,100 0.11 % E/G/H/N 7,834,952 5,489,195 0.35 % Scientific Research and Development Services Envigo Holdings, Inc. (BPA Laboratories, Inc.) First Lien Term Loan LIBOR (Q) — 2.50 % 3.81 % 4/29/2020 $ 1,857,267 1,671,540 1,798,456 0.11 % Envigo Holdings, Inc. (BPA Laboratories, Inc.) Second Lien Term Loan LIBOR (Q) — 2.50 % 3.81 % 4/29/2020 $ 4,189,589 2,787,440 4,084,849 0.25 % Envigo Holdings, Inc. (BPA Laboratories, Inc.) First Lien Term Loan LIBOR (Q) 1.00 % 8.50 % 9.80 % 11/3/2021 $ 34,930,560 34,339,828 35,017,889 2.19 % G 38,798,808 40,901,194 2.55 % Textile Furnishings Mills Lexmark Carpet Mills, Inc. First Lien Term Loan (1.5% Exit Fee) LIBOR (Q) 1.00 % 10.00%Cash+1.00% PIK 12.30 % 12/19/2019 $ 21,061,727 21,061,727 20,988,011 1.31 % L/N Lexmark Carpet Mills, Inc. First Lien Term Loan B (1.5% Exit Fee) LIBOR (Q) 1.00 % 10.00%Cash+1.00% PIK 12.30 % 12/19/2019 $ 7,224,662 7,124,139 7,199,375 0.45 % L/N 28,185,866 28,187,386 1.76 %
Coupon
Value
Cash and
InvestmentsSeptember 30, 2017Issuer Instrument Ref Floor Spread Total Coupon Maturity Principal Cost Notes Traveler Arrangement CIBT Solutions, Inc. Second Lien Term Loan LIBOR (Q) 1.00 % 7.75 % 9.08 % 6/1/2025 $ 7,611,914 $ 7,536,412 $ 7,726,092 0.48 % N Software Publishing Acronis International GmbH (Switzerland) First Lien Term Loan LIBOR (Q) 1.00 % 13.00%Cash+2.00%PIK 16.31 % 7/16/2018 $ 17,446,997 17,452,145 17,446,997 1.09 % H/N Actifio, Inc. First Lien Term Loan (2.0% Exit Fee) LIBOR (M) 1.00 % 7.50% Cash+1.00% PIK 9.88 % 11/1/2020 $ 35,204,503 34,711,491 34,708,120 2.17 % L/N ArcServe (USA), LLC Second Lien Term Loan LIBOR (Q) 0.50 % 8.50% Cash+1.25% PIK 11.00 % 1/31/2020 $ 30,534,114 30,242,898 30,089,843 1.88 % N Autoalert, LLC First Lien Term Loan LIBOR (Q) 0.25 % 5.75% Cash+3.00% PIK 10.06 % 3/31/2019 $ 36,505,910 36,256,859 36,816,210 2.30 % N Bond International Software, Inc. (United Kingdom) First Lien Term Loan LIBOR (M) 1.00 % 10.00 % 11.24 % 11/4/2021 $ 26,358,696 25,825,375 25,939,592 1.62 % H/N ECI Macola/Max Holding, LLC Second Lien Term Loan LIBOR (Q) 1.00 % 8.00 % 9.33 % 9/19/2025 $ 24,325,623 24,082,367 24,386,437 1.52 % N Fishbowl, Inc. First Lien Term Loan LIBOR (Q) — 2.80% Cash+8.45% PIK 12.63 % 1/26/2022 $ 19,316,029 18,756,824 18,947,092 1.18 % N Mapp Digital US, LLC First Lien Term Loan LIBOR (Q) — 9.50 % 10.80 % 12/31/2017 $ 5,621,605 5,607,200 5,613,173 0.35 % N Newscycle Solutions, Inc. Second Lien Term Loan LIBOR (Q) — 13.00 % 14.32 % 9/10/2021 $ 11,513,362 11,235,273 11,789,683 0.74 % N Newscycle Solutions AB (Sweden) Second Lien Term Loan B LIBOR (Q) — 13.00 % 14.32 % 9/10/2021 $ 11,513,362 11,235,273 11,789,683 0.74 % H/N Tradeshift Holdings, Inc. First Lien Delayed Draw Term Loan (7.0% Exit Fee) LIBOR (M) — 8.88 % 10.25 % 9/1/2020 $ 14,529,322 13,826,524 13,876,940 0.87 % L/N Utilidata, Inc. First Lien Delayed Draw Term Loan (1.0% Exit Fee) LIBOR (M) 0.62 % 9.88 % 11.25 % 1/1/2019 $ 2,255,976 2,210,023 2,224,505 0.14 % L/N Xactly Corporation First Lien Term Loan LIBOR (M) 1.00 % 7.25 % 8.49 % 7/31/2022 $ 16,397,517 16,077,665 16,069,567 1.00 % N Xactly Corporation Revolver LIBOR (M) 1.00 % 7.25 % N/A 7/31/2022 $ — (27,167 ) (28,110 ) — K/N 247,492,750 249,669,732 15.6 % Utility System Construction GlassPoint Solar, Inc. First Lien Term Loan (5.0% Exit Fee) LIBOR (M) — 11.44 % 12.81 % 8/1/2020 $ 3,912,604 3,585,789 3,804,828 0.24 % L/N GlassPoint Solar, Inc. First Lien Delay Draw Term Loan A LIBOR (M) — 11.44 % N/A 8/1/2020 $ — — — — N GlassPoint Solar, Inc. First Lien Delay Draw Term Loan B LIBOR (M) — 11.44 % N/A 8/1/2020 $ — — — — N Kawa Solar Holdings Limited (Conergy) (Cayman Islands) Bank Guarantee Credit Facility Fixed — 8.00% PIK 9.34 % 7/2/2018 $ 17,471,897 17,471,897 16,700,513 1.04 % F/H/N Kawa Solar Holdings Limited (Conergy) (Cayman Islands) Revolving Credit Facility LIBOR (Q) — — — 7/2/2018 $ 6,072,441 6,072,441 6,072,441 0.38 % C/F/H/N 27,130,127 26,577,782 1.66 % Wholesalers NILCO, LLC First Lien Term Loan LIBOR (Q) 1.00 % 9.50 % 10.74 % 9/1/2021 $ 20,224,763 19,723,119 20,629,259 1.29 % N Wired Telecommunications Carriers Alpheus Communications, LLC First Lien Delayed Draw FILO Term Loan LIBOR (M) 1.00 % 7.42 % 8.73 % 5/31/2018 $ 325,447 322,212 325,252 0.02 % N Alpheus Communications, LLC First Lien Delayed Draw FILO Term Loan LIBOR (M) 1.00 % 7.42 % 8.51 % 5/31/2018 $ 1,321,328 1,315,866 1,320,321 0.08 % N Alpheus Communications, LLC First Lien FILO Term Loan LIBOR (M) 1.00 % 7.42 % 8.72 % 5/31/2018 $ 7,110,607 7,039,918 7,106,340 0.44 % N 8,677,996 8,751,913 0.54 % Wireless Telecommunications Carriers Gogo, LLC Sr Secured Notes Fixed — 12.50 % 12.50 % 7/1/2022 $ 10,000,000 10,000,000 11,443,750 0.71 % E/G Total Debt Investments 1,468,606,760 1,463,294,967 91.42 %
Coupon
Value
Cash and
InvestmentsSeptember 30, 2017Issuer Instrument Ref Floor Spread Total Coupon Maturity Shares Cost Notes Equity Securities Advertising, Public Relations and Marketing Foursquare Labs, Inc. Warrants to Purchase Series E Preferred Stock 1,125,000 $ 185,450 $ 177,750 0.01 % C/E/N InMobi, Inc. (Singapore) Warrants to Purchase Common Stock 995,902 159,270 159,245 0.01 % C/E/H/N InMobi, Inc. (Singapore) Warrants to Purchase Series E Preferred Stock 1,049,996 276,492 486,148 0.03 % C/E/H/N 621,212 823,143 0.05 % Air Transportation Aircraft Leased to United Airlines, Inc. United N659UA-767, LLC (N659UA) Trust Beneficial Interests 683 2,979,575 2,983,358 0.19 % E/F/N United N661UA-767, LLC (N661UA) Trust Beneficial Interests 688 3,088,529 3,057,259 0.19 % E/F/N Epic Aero, Inc. (One Sky) Warrants to Purchase Common Stock 1,843 855,313 3,451,916 0.22 % C/E/N 6,923,417 9,492,533 0.60 % Business Support Services Findly Talent, LLC Membership Units 708,229 230,938 143,133 0.01 % C/E/N STG-Fairway Holdings, LLC (First Advantage) Class A Units 803,961 325,432 604,016 0.04 % C/E/N 556,370 747,149 0.05 % Chemicals Green Biologics, Inc. Warrants to Purchase Stock 909,300 272,807 1,546 — C/E/N Nanosys, Inc. Warrants to Purchase Preferred Stock 800,000 605,266 806,400 0.05 % C/E/N 878,073 807,946 0.05 % Communications Equipment Manufacturing Wasserstein Cosmos Co-Invest, L.P. (Globecomm) Limited Partnership Units 5,000,000 5,000,000 500 — B/C/E/N Data Processing and Hosting Services Anacomp, Inc. Class A Common Stock 1,255,527 26,711,049 1,255,527 0.08 % C/E/F/N Educational Support Services Edmentum Ultimate Holdings, LLC Class A Common Units 159,515 680,226 1,595 — B/C/E/N Electrical Equipment Manufacturing NEXTracker, Inc. Series B Preferred Stock 558,884 — 480,640 0.03 % E/N NEXTracker, Inc. Series C Preferred Stock 17,640 — 15,170 — E/N — 495,810 0.03 % Electronic Component Manufacturing Soraa, Inc. Warrants to Purchase Common Stock 3,071,860 478,899 1,843 — C/E/N Equipment Leasing 36th Street Capital Partners Holdings, LLC Membership Units 7,082,618 7,082,618 9,445,380 0.59 % C/E/F/N Essex Ocean II, LLC Membership Units 199,430 103,398 — — C/E/F/N 7,186,016 9,445,380 0.59 % Financial Investment Activities GACP I, LP Membership Units 16,607,783 16,697,588 17,159,258 1.07 % E/I/N Metal and Mineral Mining EPMC HoldCo, LLC Membership Units 1,312,720 — 210,035 0.01 % B/E/N Other Information Services SoundCloud, Ltd. (United Kingdom) Warrants to Purchase Preferred Stock 946,498 79,082 45,621 — C/E/H/N
Coupon
Value
Cash and
InvestmentsSeptember 30, 2017Issuer Instrument Ref Floor Spread Total Coupon Maturity Shares Cost Fair
Value % of Total
Cash and
Investments Notes Motion Picture and Video Industries NEG Parent, LLC (Core Entertainment, Inc.) Class A Units 2,720,392 $ 2,772,807 $ 3,319,966 0.21 % C/E/N NEG Parent, LLC (Core Entertainment, Inc.) Class A Warrants to Purchase Class A Units 343,387 196,086 51,714 — C/E/N NEG Parent, LLC (Core Entertainment, Inc.) Class B Warrants to Purchase Class A Units 346,794 198,032 52,227 — C/E/N NEG Parent, LLC (Core Entertainment, Inc.) Litigation Trust Units 407 — 1,201,138 0.08 % C/N 3,166,925 4,625,045 0.29 % Other Manufacturing AGY Holding Corp. Common Stock 1,333,527 — — — B/C/E/N KAGY Holding Company, Inc. Series A Preferred Stock 9,778 1,091,200 11,021,542 0.69 % B/C/E/N 1,091,200 11,021,542 0.69 % Plastics Manufacturing Iracore Investments Holdings, Inc. Class A Common Stock 16,207 4,177,710 3,033,842 0.19 % B/C/E/N Radio and Television Broadcasting Fuse Media, LLC Warrants to Purchase Common Stock 233,470 300,322 — — C/E/N Restaurants RM Holdco, LLC (Real Mex) Equity Participation 24 — — — B/C/E/N RM Holdco, LLC (Real Mex) Membership Units 13,161,000 2,010,777 — — B/C/E/N 2,010,777 — — Retail Shop Holding, LLC (Connexity) Class A Units 507,167 480,048 — — C/E/N Satellite Telecommunications Avanti Communications Group, PLC (United Kingdom) Common Stock 245,368 3,086 26,300 — C/D/H Scientific Research and Development Services Lions Holdings, Inc. (BPA) Series A Warrants to Purchase Common Stock 10,287 — — — C/E/N Lions Holdings, Inc. (BPA) Series B Warrants to Purchase Common Stock 16,494 — — — C/E/N — — — Software Publishing Actifio, Inc. Warrants to Purchase Series F Preferred Stock 1,052,651 188,770 196,319 0.01 % C/E/N Blackline, Inc. Common Stock 1,797 4,449 61,313 — C/J Tradeshift, Inc. Warrants to Purchase Series D Preferred Stock 1,712,930 577,842 528,097 0.03 % C/E/N Utilidata, Inc. Warrants to Purchase Preferred Stock 719,998 216,335 373,319 0.02 % C/E/N 987,396 1,159,048 0.06 % Utility System Construction Conergy Asia Holdings Limited (United Kingdom) Class B Shares 1,000,000 1,000,000 1,007,900 0.06 % C/E/F/H/N Conergy Asia Holdings Limited (United Kingdom) Ordinary Shares 3,333 7,833,333 1,827,603 0.12 % C/E/F/H/N GlassPoint Solar, Inc. Warrants to Purchase Series C-1 Preferred Stock 1,100,000 248,555 290,730 0.02 % C/E/N Kawa Solar Holdings Limited (Cayman Islands) Ordinary Shares 2,332,594 — — — C/E/F/H/N Kawa Solar Holdings Limited (Cayman Islands) Series B Preferred Shares 93,023 1,395,349 243 — C/E/F/H/N 10,477,237 3,126,476 0.20 %
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InvestmentsSeptember 30, 2017
Coupon
Expiration
Value
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Investments
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Value
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Investments
Coupon
Value
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InvestmentsIssuer Instrument Ref Floor Spread Total Coupon Maturity Shares Cost Notes Wired Telecommunications Carriers V Telecom Investment S.C.A. (Vivacom) (Luxembourg) Common Shares 1,393 $ 3,236,256 $ 1,976,927 0.12 % C/D/E/H/N Total Equity Securities 91,742,889 65,455,520 4.08 % Total Investments $ 1,560,349,649 $ 1,528,750,487 Cash and Cash Equivalents Cash Held on Account at Various Institutions 64,929,885 4.06 % Wells Fargo Government Money Market Fund 4,000,000 0.25 % Wells Fargo Treasury Plus Government Money Market Fund 3,000,000 0.19 % Cash and Cash Equivalents 71,929,885 4.50 % Total Cash and Investments $ 1,600,680,372 100.00 % M
(B)(A)Investments in bank debt generally are bought and sold among institutional investors in transactions not subject to registration under the Securities Act of 1933. Such transactions are generally subject to contractual restrictions, such as approval of the agent or borrower.(B)Non-controlled affiliate – as defined under the Investment Company Act of 1940 (ownership of between 5% and 25% of the outstanding voting securities of this issuer). See Consolidated Schedule of Changes in Investments in Affiliates.(C)Non-income producing security.(D)Investment denominated in foreign currency. Amortized cost and fair value converted from foreign currency to US dollars. Foreign currency denominated investments are generally hedged for currency exposure.(E)Restricted security. (See Note 2)(F)Controlled issuer – as defined under the Investment Company Act of 1940 (ownership of 25% or more of the outstanding voting securities of this issuer). Investment is not more than 50% of the outstanding voting securities of the issuer nor deemed to be a significant subsidiary. See Consolidated Schedule of Changes in Investments in Affiliates.(G)Investment has been segregated to collateralize certain unfunded commitments.(H)Non-U.S. company or principal place of business outside the U.S. and as a result the investment is not a qualifying asset under Section 55(a) of the Investment Company Act. Under the Investment Company Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Company's total assets.(I)Deemed an investment company under Section 3(c) of the Investment Company Act and as a result the investment is not a qualifying asset under Section 55(a) of the Investment Company Act. Under the Investment Company Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Company's total assets.(J)Publicly traded company with a market capitalization greater than $250 million and as a result the investment is not a qualifying asset under Section 55(a) of the Investment Company Act. Under the Investment Company Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Company's total assets.(K)Negative balances relate to an unfunded commitment that was acquired and/or valued at a discount.(L)In addition to the stated coupon, investment has an exit fee payable upon repayment of the loan in an amount equal to the percentage of the original principal amount shown.(M)All cash and investments, except those referenced in Notes G above, are pledged as collateral under certain debt as described in Note 4 to the Consolidated Financial Statements.(N)Inputs in the valuation of this investment included certain unobservable inputs that were significant to the valuation as a whole.LIBOR(C)Aggregate$652,394,259$20,010,665 and $434,061,754,$24,318,666, respectively, for the ninethree months ended September 30, 2017.March 31, 2024. Aggregate acquisitions includesinclude investment assets received as payment in kind. Aggregate dispositions includesinclude principal paydowns on and maturities of debt investments. The total value of restricted securities and bank debt as of September 30, 2017March 31, 2024 was $1,527,461,735$2,101,742,667 or 95.4%94.0% of total cash and investments of the Company. As of September 30, 2017,March 31, 2024, approximately 12.6%18.6% of the total assets of the Company were not qualifying assets under Section 55(a) of the 1940 Act.Options and Swaps at September 30, 2017 were as follows: Receive Pay Counter Party Maturity Notional Amount Fair Value Upfront payments/receipts Unrealized appreciation/depreciation Interest at LIBOR plus 8.68% on USD 7,270,250 Interest at 8.00% on EUR 6,500,000 Wells Fargo Bank, N.A. 5/31/2019 USD 7,270,250/ EUR 6,500,000 $ (470,202 ) $ — $ (470,202 ) 20162023
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Value
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InvestmentsIssuer Instrument Ref Floor Spread Total Coupon Maturity Principal Cost Notes Activities Related to Credit Intermediation Pegasus Business Intelligence, LP (Onyx Centersource) First Lien Term Loan LIBOR (Q) 1.00 % 6.75 % 7.75 % 12/20/2021 $ 14,769,821 $ 14,623,499 $ 14,622,123 1.07 % M Pegasus Business Intelligence, LP (Onyx Centersource) Revolver LIBOR (Q) 1.00 % 6.75 % N/A 12/20/2021 $ — (6,669 ) (6,713 ) — J/M iPayment, Inc. First Lien Term Loan B2 LIBOR (Q) 1.50 % 5.25 % 6.75 % 5/8/2017 $ 11,289,051 11,134,310 10,893,934 0.80 % M 25,751,140 25,509,344 1.87 % Activities Related to Real Estate Associations, Inc. First Lien FILO Term Loan LIBOR (Q) 1.00 % 8.96 % 9.96 % 12/23/2019 $ 12,891,845 12,773,127 12,898,291 0.94 % M Advertising and Public Relations Services InMobi, Inc. (Singapore) First Lien Delayed Draw Tranche 1 Term Loan (1.25% Exit Fee) LIBOR (M) 0.33 % 10.17 % 10.98 % 9/1/2018 $ 15,000,000 14,772,946 14,704,508 1.07 % H/K/M InMobi, Inc. (Singapore) First Lien Delayed Draw Tranche 2 Term Loan LIBOR (M) 0.33 % 10.17 % N/A 9/1/2018 $ — — — — H/M InMobi, Inc. (Singapore) First Lien Delayed Draw Tranche 3 Term Loan LIBOR (M) 0.33 % 10.17 % N/A 9/1/2018 $ — — — — H/M 14,772,946 14,704,508 1.07 % Air Transportation Mesa Air Group, Inc. Acquisition Loan LIBOR (M) — 7.25 % 8.00 % 7/15/2022 $ 14,042,971 13,839,296 14,323,830 1.05 % M Mesa Airlines, Inc. Engine Acquisition Delayed Draw Term Loan A LIBOR (M) — 7.25 % 8.00 % 12/14/2021 $ 16,546,652 16,259,013 16,257,105 1.19 % M Mesa Airlines, Inc. Engine Acquisition Delayed Draw Term Loan B LIBOR (M) — 7.25 % N/A 2/28/2022 $ — — — — M Mesa Airlines, Inc. Engine Acquisition Delayed Draw Term Loan C LIBOR (M) — 7.25 % N/A 12/31/2022 $ — — — — M 30,098,309 30,580,935 2.24 % Amusement and Recreation AP Gaming I, LLC First Lien Revolver LIBOR (M) — 8.25 % N/A 12/20/2018 $ — (1,655,756 ) (937,500 ) (0.07 )% J/M VSS-Southern Holdings, LLC First Lien Term Loan LIBOR (Q) 1.00 % 6.50% Cash+2.00% PIK 9.50 % 11/3/2020 $ 24,220,291 23,755,180 23,735,885 1.73 % M VSS-Southern Holdings, LLC Sr Secured Revolver LIBOR (Q) 1.00 % 6.50% Cash+2.00% PIK N/A 11/3/2020 $ — (16,444 ) (17,123 ) — J/M 22,082,980 22,781,262 1.66 % Apparel Manufacturing Broder Bros., Co. First Lien Term Loan (First Out) LIBOR (Q) 1.25 % 5.75 % 7.00 % 6/3/2021 $ 9,700,000 9,541,402 9,700,000 0.71 % M Broder Bros., Co. First Lien Term Loan B (Last Out) LIBOR (Q) 1.25 % 12.25 % 13.50 % 6/3/2021 $ 9,800,000 9,646,339 9,800,000 0.72 % M JH Apparel Holdings, LLC First Lien FILO Term Loan LIBOR (M) 1.00 % 9.60 % 10.60 % 4/8/2019 $ 2,714,632 2,705,143 2,741,779 0.20 % M 21,892,884 22,241,779 1.63 % Building Equipment Contractors Hylan Datacom & Electrical, LLC First Lien Delayed Draw Term Loan LIBOR (Q) 1.00 % 7.50 % 8.50 % 7/25/2021 $ — — — — M Hylan Datacom & Electrical, LLC First Lien Term Loan LIBOR (Q) 1.00 % 7.50 % 8.50 % 7/25/2021 $ 14,295,589 14,092,734 14,188,374 1.04 % M 14,092,734 14,188,374 1.04 % Business Support Services Enerwise Global Technologies, Inc. Sr Secured Revolving Loan LIBOR (Q) 0.23 % 8.52 % N/A 11/30/2018 $ — (17,798 ) 70,000 0.01 % J/M Enerwise Global Technologies, Inc. Sr Secured Term Loan (1.0% Exit Fee) LIBOR (Q) 0.23 % 9.27 % 10.12 % 11/30/2019 $ 23,937,500 23,867,666 24,356,406 1.78 % K/M STG-Fairway Acquisitions, Inc. (First Advantage) Second Lien Term Loan LIBOR (Q) 1.00 % 9.25 % 10.25 % 6/30/2023 $ 31,000,000 30,588,757 30,336,600 2.22 % M 54,438,625 54,763,006 4.01 % 20162023
Coupon
Value
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InvestmentsIssuer Instrument Ref Floor Spread Total Coupon Maturity Principal Cost Notes Chemicals Anuvia Plant Nutrients Holdings, LLC Sr Secured Term Loan (8.0% Exit Fee) LIBOR (Q) — 10.63 % 11.63 % 2/1/2018 $ 7,563,676 $ 7,995,360 $ 8,250,457 0.60 % K/M Green Biologics, Inc. Sr Secured Delayed Draw Term Loan (12.4% Exit Fee) Prime Rate — 7.75 % 11.50 % 6/30/2019 $ 15,000,000 15,468,439 14,905,500 1.09 % K/M iGM RFE1 B.V. (Netherlands) First Lien Delayed Draw Term Loan LIBOR (Q) — 8.00 % 9.00 % 10/12/2021 $ 253,581 245,565 251,684 0.02 % H/M iGM RFE1 B.V. (Netherlands) First Lien Term Loan LIBOR (Q) — 8.00 % 9.00 % 10/12/2021 $ 3,864,583 3,836,083 3,835,599 0.28 % H/M Nanosys, Inc. First Lien Delayed Draw Term Loan (3.5% Exit Fees) LIBOR (Q) — 9.81 % 10.75 % 4/1/2019 $ 10,000,000 9,526,456 9,712,000 0.71 % K/M 37,071,903 36,955,240 2.70 % Communications Equipment Manufacturing Globecomm Systems, Inc. First Lien Term Loan LIBOR (Q) 1.25 % 7.63 % 8.88 % 12/11/2018 $ 14,480,001 14,335,200 14,480,002 1.06 % B/M Triangle Acquisition Co. (Polycom) First Lien Term Loan LIBOR (Q) 1.00 % 6.50 % 7.50 % 9/27/2023 $ 4,835,417 4,646,389 4,877,727 0.36 % M 18,981,589 19,357,729 1.42 % Computer Systems Design and Related Services Aptos Inc. (Canada) First Lien Term Loan LIBOR (Q) 1.00 % 6.75 % 7.75 % 9/1/2022 $ 9,975,000 9,784,353 9,875,250 0.72 % HM Dealersocket, Inc. Senior Secured 1st Lien Term Loan LIBOR (M) 1.00 % 10.00 % 11.00 % 2/10/2021 $ 17,500,000 16,884,459 17,291,750 1.26 % M MSC Software Corporation Second Lien Term Loan LIBOR (M) 1.00 % 7.50 % 8.50 % 5/29/2021 $ 6,993,035 6,953,617 7,001,777 0.51 % M Marketo, Inc. First Lien Term Loan LIBOR (Q) 1.00 % 9.50 % 10.50 % 8/16/2021 $ 23,295,455 22,630,922 22,887,784 1.67 % M Marketo, Inc. Senior Secured Revolver LIBOR (Q) 1.00 % 9.50 % 10.50 % 8/16/2021 $ — (47,341 ) 21,307 — J/M OnX Enterprise Solutions, Ltd. (Canada) First Lien Term Loan B LIBOR (Q) — 8.00 % 8.90 % 9/3/2018 $ 2,314,000 2,314,000 2,314,000 0.17 % H/M OnX Enterprise Solutions, Ltd. (Canada) First Lien Term Loan LIBOR (Q) — 8.00 % 8.90 % 9/3/2018 $ 10,320,000 10,268,787 10,320,000 0.75 % H/M OnX USA, LLC First Lien Term Loan B LIBOR (Q) — 8.00 % 8.90 % 9/3/2018 $ 3,738,000 3,738,000 3,738,000 0.27 % M OnX USA, LLC First Lien Term Loan LIBOR (Q) — 8.00 % 8.90 % 9/3/2018 $ 3,160,000 3,151,013 3,160,000 0.23 % M Waterfall International, Inc. First Lien Delayed Draw Term Loan (3.0% Exit Fee) LIBOR (Q) — 11.67 % 12.48 % 9/1/2018 $ 4,800,000 4,827,231 4,970,640 0.36 % K/M 80,505,041 81,580,508 5.94 % Data Processing and Hosting Services IO Data Centers, USA, LLC First Lien Term Loan Fixed — 9.00 % 9.00 % 1/15/2020 $ 6,876,756 6,876,756 6,876,756 0.50 % M Electric Power Generation, Transmission and Distribution Holocene Renewable Energy Fund 3, LLC (Conergy) First Lien Term Loan Fixed — 9.00% Cash+1.00% PIK 10.00 % 9/10/2017 $ 7,518,173 7,491,471 7,442,991 0.54 % M Electronic Component Manufacturing Soraa, Inc. Tranche A Term Loan (3.0% Exit Fee) LIBOR (Q) 0.44 % 9.33 % 10.15 % 3/1/2018 $ 15,666,296 15,483,478 15,471,251 1.13 % K/M Soraa, Inc. Tranche B Term Loan LIBOR (Q) 0.44 % 9.33 % 10.15 % 9/1/2017 $ 1,603,779 1,556,152 1,563,204 0.11 % M 17,039,630 17,034,455 1.24 % Equipment Leasing 36th Street Capital Partners Holdings, LLC Senior Note Fixed — 12.00 % 12.00 % 11/1/2020 $ 29,203,304 29,203,304 29,203,304 2.13 % E/F/M Essex Ocean, LLC (Solexel) Sr Secured Term Loan Fixed — 8.00 % 8.00 % 8/15/2018 $ 1,685,289 1,685,289 1,718,994 0.13 % M 30,888,593 30,922,298 2.26 % Facilities Support Services NANA Development Corp. First Lien Term Loan B LIBOR (M) 1.25 % 6.75 % 8.00 % 3/15/2018 $ 879,513 834,963 853,128 0.06 % M Financial Investment Activities Magnolia Finance V plc (Cayman Islands) Asset-Backed Credit Linked Notes Fixed — 13.13 % 13.13 % 8/2/2021 $ 15,000,000 15,000,000 14,994,000 1.10 % E/H/M Grocery Stores Bashas, Inc. First Lien FILO Term Loan LIBOR (M) 1.50 % 8.80 % 10.30 % 10/8/2019 $ 9,333,235 9,297,529 9,426,567 0.69 % M 20162023
Coupon
Value
Cash and
InvestmentsIssuer Instrument Ref Floor Spread Total Coupon Maturity Principal Cost Notes Hospitals KPC Healthcare, Inc. First Lien Term Loan LIBOR (Q) 1.00 % 9.25 % 10.51 % 8/28/2020 $ 12,071,083 $ 11,857,665 $ 12,375,878 0.90 % M Pacific Coast Holdings Investment, LLC Senior Secured 1st Lien Delayed Draw Term Loan LIBOR (M) 2.00 % 9.70 % 11.70 % 10/23/2019 $ 10,828,233 10,806,929 10,828,233 0.79 % M 22,664,594 23,204,111 1.69 % Insurance Alera Group Intermediate Holdings, Inc. First Lien Delayed Draw Term Loan Prime — 4.50 % 8.25 % 12/30/2022 $ — (8,333 ) — — J/M Alera Group Intermediate Holdings, Inc. First Lien Revolver Prime — 4.50 % 8.25 % 12/30/2021 $ — (7,595 ) — — J/M Alera Group Intermediate Holdings, Inc. First Lien Term Loan Prime — 4.50 % 8.25 % 12/30/2022 $ 3,407,121 3,373,050 3,373,050 0.25 % M Association Member Benefits Advisors, LLC Second Lien Term Loan LIBOR (M) 1.00 % 8.75 % 9.75 % 6/8/2023 $ 8,277,983 8,112,882 8,112,423 0.59 % M JSS Holdings, Inc. First Lien Term Loan LIBOR (Q) 1.00 % 6.50 % 7.50 % 8/31/2021 $ 3,750,000 3,689,740 3,731,250 0.27 % M US Apple Holdco, LLC (Ventiv Technology) First Lien Term Loan LIBOR (Q) 0.50 % 13.62 % 14.49 % 8/29/2019 $ 20,015,152 19,533,393 20,015,152 1.46 % M 34,693,137 35,231,875 2.57 % Lessors of Nonfinancial Licenses ABG Intermediate Holdings 2, LLC Second Lien Term Loan LIBOR (Q) 1.00 % 8.50 % 9.50 % 5/27/2022 $ 16,573,588 16,434,441 16,739,324 1.22 % M ABG Intermediate Holdings 2, LLC Second Lien Incremental Term Loan LIBOR (Q) 1.00 % 8.50 % 9.50 % 5/27/2022 $ 3,426,412 3,396,918 3,460,676 0.25 % M 19,831,359 20,200,000 1.47 % Management, Scientific, and Technical Consulting Services Dodge Data & Analytics, LLC First Lien Term Loan LIBOR (Q) 1.00 % 8.75 % 9.75 % 10/31/2019 $ 23,995,511 23,613,049 23,699,166 1.73 % M Motion Picture and Video Industries NEG Holdings, LLC (CORE Entertainment) First Lien Term Loan LIBOR (Q) 1.00 % 8.00% PIK 9.00 % 10/17/2022 $ 1,445,592 1,445,592 1,387,712 0.10 % M Nondepository Credit Intermediation Auto Trakk SPV, LLC First Lien Delayed Draw Term Loan LIBOR (M) 0.50 % 9.50 % 10.24 % 12/21/2021 $ 32,392,942 31,888,166 31,939,467 2.33 % M Caliber Home Loans, Inc. First Lien Delayed Draw Term Loan LIBOR (M) 1.00 % 6.50 % 7.50 % 6/30/2020 $ 13,333,333 13,136,017 13,133,333 0.96 % M Caribbean Financial Group (Cayman Islands) Sr Secured Notes Fixed — 11.50 % 11.50 % 11/15/2019 $ 28,678,000 28,568,148 29,108,170 2.13 % E/G/H/M Daymark Financial Acceptance, LLC First Lien Delayed Draw Term Loan LIBOR (M) — 9.50 % 10.27 % 1/12/2020 $ 17,500,000 17,300,337 16,992,500 1.24 % M Greystone Select Holdings, LLC First Lien Term Loan LIBOR (Q) 1.00 % 8.00 % 9.00 % 3/26/2021 $ 16,062,731 15,912,928 16,207,296 1.18 % M Trade Finance Funding I, Ltd. (Cayman Islands) Secured Class B Notes Fixed — 10.75 % 10.75 % 11/13/2018 $ 15,084,000 15,084,000 14,857,740 1.09 % E/H/M 121,889,596 122,238,506 8.93 % Other Information Services Asset International, Inc. Delayed Draw Term Loan LIBOR (M) 1.00 % 8.50 % 9.50 % 7/31/2020 $ 1,251,626 1,227,886 1,231,183 0.09 % M Asset International, Inc. Revolver Loan LIBOR (M) 1.00 % 8.50 % 9.50 % 7/31/2020 $ 491,303 480,225 481,674 0.04 % M Asset International, Inc. First Lien Term Loan LIBOR (M) 1.00 % 8.50 % 9.50 % 7/31/2020 $ 15,408,563 15,204,465 15,257,559 1.11 % M Simmons Research, LLC First Lien Term Loan LIBOR (Q) 0.50 % 10.50 % 11.38 % 12/11/2020 $ 4,936,601 4,853,985 4,973,625 0.36 % M SoundCloud Ltd. (United Kingdom) Sr Secured Term Loan (2.0% Exit Fee) LIBOR (M) 0.28 % 10.72 % 11.60 % 10/1/2018 $ 31,550,000 31,632,236 32,510,698 2.38 % H/K/M TCH-2 Holdings, LLC (TravelClick) Second Lien Term Loan LIBOR (M) 1.00 % 7.75 % 8.75 % 11/6/2021 $ 19,988,392 19,769,829 19,663,581 1.44 % G/M 73,168,626 74,118,320 5.42 % Other Manufacturing AGY Holding Corp. Sr Secured Term Loan Fixed — 12.00 % 12.00 % 9/15/2018 $ 4,869,577 4,869,577 4,869,710 0.36 % B/M AGY Holding Corp. Second Lien Notes Fixed — 11.00 % 11.00 % 11/15/2018 $ 9,268,000 7,586,317 9,268,000 0.68 % B/E/M AGY Holding Corp. Delayed Draw Term Loan Fixed — 12.00 % 12.00 % 9/15/2018 $ 1,049,146 1,049,146 1,049,147 0.08 % B/M Bioventus, LLC Second Lien Term Loan LIBOR (M) 1.00 % 6.25 % 7.25 % 11/15/2021 $ 5,000,000 4,900,613 5,000,000 0.37 % M Boomerang Tube, LLC Subordinated Notes LIBOR (M) — 17.50 % N/A 2/1/2021 $ 1,030,741 1,030,740 107,200 0.01 % C/M 19,436,393 20,294,057 1.50 % 20162023
Coupon
Value
Cash and
InvestmentsIssuer Instrument Ref Floor Spread Total Coupon Maturity Principal Cost Notes Other Publishing Bisnow, LLC First Lien Revolver LIBOR (Q) — 9.00 % N/A 4/29/2021 $ — $ (24,000 ) $ 15,000 — J/M Bisnow, LLC First Lien Term Loan LIBOR (Q) — 9.00 % 9.88 % 4/29/2021 $ 8,614,356 8,459,058 8,549,749 0.62 % M Contextmedia Health, LLC First Lien Term Loan B LIBOR (M) 1.00 % 6.50 % 7.50 % 12/23/2021 $ 13,636,364 12,272,727 12,477,273 0.91 % 20,707,785 21,042,022 1.53 % Other Telecommunications Securus Technologies, Inc. Second Lien Term Loan LIBOR (Q) 1.25 % 7.75 % 9.00 % 4/30/2021 $ 4,516,129 4,470,968 4,407,177 0.32 % Pharmaceuticals Lantheus Medical Imaging, Inc. First Lien Term Loan LIBOR (M) 1.00 % 6.00 % 7.00 % 6/30/2022 $ 8,642,604 8,199,514 8,664,210 0.63 % Plastics Manufacturing Iracore International, Inc. Sr Secured Notes Fixed — 9.50 % 9.50 % 6/1/2018 $ 13,600,000 14,246,000 4,503,640 0.33 % C/E/G/M Radio and Television Broadcasting Fuse, LLC Sr Secured Notes Fixed — 10.38 % 10.38 % 7/1/2019 $ 7,312,000 7,312,000 4,435,972 0.32 % E/G NEP/NCP Holdco, Inc. Second Lien Term Loan LIBOR (M) 1.25 % 8.75 % 10.00 % 7/22/2020 $ 15,981,496 15,727,220 16,141,311 1.18 % 23,039,220 20,577,283 1.50 % Real Estate Leasing Home Partners of America, Inc. First Lien Term Loan LIBOR (Q) 1.00 % 7.00 % 8.00 % 10/13/2022 $ 5,000,000 4,902,332 5,000,000 0.37 % M Restaurants RM OpCo, LLC (Real Mex) Convertible Second Lien Term Loan Tranche B-1 Fixed — 8.50 % 8.50 % 3/30/2018 $ 1,943,371 1,943,371 1,943,371 0.14 % B/M RM OpCo, LLC (Real Mex) First Lien Term Loan Tranche A Fixed — 7.00 % 7.00 % 3/30/2018 $ 4,871,284 4,587,898 4,871,284 0.36 % B/M RM OpCo, LLC (Real Mex) Second Lien Term Loan Tranche B Fixed — 8.50 % 8.50 % 3/30/2018 $ 9,683,150 9,683,150 3,154,770 0.23 % B/M RM OpCo, LLC (Real Mex) Second Lien Term Loan Tranche B-1 Fixed — 8.50 % 8.50 % 3/30/2018 $ 3,049,554 3,034,132 3,049,555 0.22 % B/M RM OpCo, LLC (Real Mex) Sr Convertible Second Lien Term Loan B Fixed — 8.50 % 8.50 % 3/30/2018 $ 4,251,368 4,251,368 4,251,368 0.31 % B/M 23,499,919 17,270,348 1.26 % Retail Bon-Ton, Inc. First Lien Tranche A-1 Revolver LIBOR (Q) 1.00 % 9.50 % 10.50 % 3/15/2021 $ 4,432,934 4,348,162 4,388,605 0.32 % M Gander Mountain Company Second Lien Term Loan LIBOR (M) — 9.50 % 10.44 % 6/15/2018 $ 14,740,910 14,618,096 14,749,754 1.08 % M The Gymboree Corporation First Lien Term Loan LIBOR (Q) — 10.25 % 11.18 % 9/24/2020 $ 12,857,349 12,618,039 13,050,209 0.95 % M Kenneth Cole Productions, Inc. First Lien FILO Term Loan LIBOR (M) 1.00 % 8.50 % 9.50 % 9/25/2020 $ 20,672,789 20,491,699 20,879,517 1.53 % M 52,075,996 53,068,085 3.88 % Satellite Telecommunications Avanti Communications Group, PLC (United Kingdom) Sr Secured Notes Fixed — 10.00 % 10.00 % 10/1/2019 $ 9,393,000 9,393,000 5,665,153 0.41 % E/G/H Scientific Research and Development Services Envigo Holdings, Inc. First Lien Term Loan LIBOR (Q) 1.00 % 8.50 % 9.50 % 11/3/2021 $ 35,192,124 34,499,517 34,796,212 2.54 % 20162023
Coupon
Value
Cash and
InvestmentsIssuer Instrument Ref Floor Spread Total Coupon Maturity Principal Cost Notes Software Publishing Acronis International GmbH (Switzerland) First Lien Term Loan LIBOR (Q) 1.00 % 11.50 % 12.50 % 6/9/2017 $ 28,336,513 $ 28,329,478 $ 28,165,077 2.06 % H/M ArcServe (USA), LLC Second Lien Term Loan LIBOR (Q) 0.50 % 8.50% Cash+1.25% PIK 10.75 % 1/31/2020 $ 30,222,833 29,851,330 28,893,029 2.11 % M Autoalert, LLC First Lien Term Loan LIBOR (Q) 0.25 % 5.75% Cash+3.00% PIK 9.63 % 3/31/2019 $ 35,627,947 35,263,561 35,538,877 2.60 % M Mapp Digital US, LLC First Lien Term Loan LIBOR (Q) — 9.50 % 10.35 % 12/31/2017 $ 5,837,798 5,754,455 5,823,203 0.43 % M Edmentum, Inc. Jr Revolving Facility Fixed — 5.00 % 5.00 % 6/9/2020 $ — — — — B/M Edmentum Ultimate Holdings, LLC Sr PIK Notes Fixed — 8.50 % 8.50 % 6/9/2020 $ 2,846,243 2,846,243 2,846,246 0.21 % B/M Edmentum Ultimate Holdings, LLC Jr PIK Notes Fixed — 10.00 % 10.00 % 6/9/2020 $ 13,040,391 12,539,980 12,101,483 0.88 % B/M Fidelis Acquisitionco, LLC First Lien Term Loan LIBOR (Q) 1.00 % 6.00% Cash+2.00% PIK 9.00 % 11/4/2019 $ 42,565,572 41,986,034 42,991,228 3.14 % M Fidelis Acquisitionco, LLC Sr Secured Revolver LIBOR (Q) 1.00 % 8.00 % 9.00 % 11/4/2019 $ 3,182,143 3,182,143 3,213,964 0.24 % M Newscycle Solutions, Inc. Second Lien Term Loan LIBOR (Q) — 13.00 % 13.95 % 9/10/2021 $ 11,513,361 11,196,782 11,334,905 0.83 % M Newscycle Solutions AB (Sweden) Second Lien Term Loan B LIBOR (Q) — 13.00 % 13.95 % 9/10/2021 $ 11,513,362 11,196,782 11,334,905 0.83 % H/M Soasta, Inc. Senior Secured 1st Lien Term Loan (4.0% Exit Fee) LIBOR (M) — 9.56 % 10.50 % 4/1/2019 $ 17,880,435 17,783,558 19,037,299 1.39 % K/M Soasta, Inc. Convertible Promissory Note Fixed — 10.00 % 10.00 % 12/16/2017 $ 2,282,609 2,282,609 5,504,054 0.40 % M Utilidata, Inc. First Lien Delayed Draw Term Loan (1.0% Exit Fee) LIBOR (M) 0.62 % 9.88 % 10.69 % 1/1/2019 $ 3,200,000 3,135,670 3,080,000 0.23 % K/M 205,348,625 209,864,270 15.35 % Textile Furnishings Mills Lexmark Carpet Mills, Inc. First Lien Term Loan LIBOR (Q) 1.00 % 10.00 % 11.00 % 12/19/2019 $ 22,804,525 22,804,525 22,827,329 1.67 % M Lexmark Carpet Mills, Inc. First Lien Term Loan B LIBOR (Q) 1.00 % 10.00 % 11.00 % 12/19/2019 $ 7,822,482 7,681,925 7,830,304 0.57 % M 30,486,450 30,657,633 2.24 % Utility System Construction Kawa Solar Holdings Limited (Cayman Islands) Bank Guarantee Credit Facility Fixed — 8.20% Cash+3.50% PIK 11.70 % 7/2/2017 $ 21,276,420 21,276,420 21,276,653 1.56 % F/H/M Kawa Solar Holdings Limited (Cayman Islands) Revolving Credit Facility Fixed — 8.20 % 8.20 % 7/2/2017 $ 4,000,000 4,000,000 4,000,000 0.29 % F/H/M 25,276,420 25,276,653 1.85 % Wholesalers NILCO, LLC First Lien Term Loan LIBOR (Q) 1.00 % 9.50 % 10.50 % 9/1/2021 $ 21,023,109 20,424,799 21,601,245 1.58 % M Wired Telecommunications Carriers Alpheus Communications, LLC First Lien Delayed Draw FILO Term Loan LIBOR (M) 1.00 % 7.42 % 8.53 % 5/31/2018 $ 332,044 328,743 326,682 0.02 % M Alpheus Communications, LLC First Lien Delayed Draw FILO Term Loan LIBOR (M) 1.00 % 7.42 % 8.66 % 5/31/2018 $ 1,355,968 1,346,859 1,328,296 0.10 % M Alpheus Communications, LLC First Lien FILO Term Loan LIBOR (M) 1.00 % 7.42 % 8.42 % 5/31/2018 $ 7,255,721 7,183,589 7,139,992 0.52 % M Integra Telecom Holdings, Inc. Second Lien Term Loan LIBOR (Q) 1.25 % 8.50 % 9.75 % 2/22/2020 $ 13,231,193 13,084,285 13,313,989 0.97 % G U.S. TelePacific Corp. First Lien Notes LIBOR (Q) 1.00 % 8.50 % 9.50 % 2/24/2021 $ 10,000,000 9,715,362 10,000,000 0.73 % M 31,658,838 32,108,959 2.34 % Wireless Telecommunications Carriers Gogo, LLC Sr Secured Notes Fixed — 12.50 % 12.50 % 7/1/2022 $ 10,000,000 10,000,000 10,900,000 0.80 % E/G Total Debt Investments 1,254,861,949 1,248,887,808 91.25 % 20162023
Coupon
Value
Cash and
InvestmentsIssuer Instrument Ref Floor Spread Total Coupon Maturity Shares Cost Notes Advertising and Public Relations Services InMobi, Inc. (Singapore) Warrants to Purchase Stock 562,496 $ 230,569 $ 87,356 0.01 % C/E/H/M Air Transportation Aircraft Leased to United Airlines, Inc. United N659UA-767, LLC (N659UA) Trust Beneficial Interests 683 3,250,956 3,191,938 0.23 % E/F/M United N661UA-767, LLC (N661UA) Trust Beneficial Interests 688 3,376,251 3,266,101 0.24 % E/F/M Epic Aero, Inc. (One Sky) Warrants to Purchase Common Stock 1,843 855,313 1,909,600 0.14 % C/E/M 7,482,520 8,367,639 0.61 % Business Support Services Findly Talent, LLC Membership Units 708,229 230,938 143,133 0.01 % C/E/M STG-Fairway Holdings, LLC (First Advantage) Class A Units 841,479 325,432 1,112,351 0.08 % C/E/M 556,370 1,255,484 0.09 % Chemicals Green Biologics, Inc. Warrants to Purchase Stock 909,300 274,213 875 — C/E/M Nanosys, Inc. Warrants to Purchase Common Stock 800,000 605,266 611,920 0.05 % C/E/M 879,479 612,795 0.05 % Communications Equipment Manufacturing Wasserstein Cosmos Co-Invest, L.P. (Globecomm) Limited Partnership Units 5,000,000 5,000,000 1,530,000 0.11 % B/C/E/M Computer Systems Design and Related Services Waterfall International, Inc. Series B Preferred Stock 1,428,571 1,000,000 1,145,286 0.08 % C/E/M Waterfall International, Inc. Warrants to Purchase Stock 920,000 89,847 175,168 0.01 % C/E/M 1,089,847 1,320,454 0.09 % Data Processing and Hosting Services Anacomp, Inc. Class A Common Stock 1,255,527 26,711,048 1,205,306 0.09 % C/E/F/M Rightside Group, Ltd. Warrants 498,855 2,778,622 366,489 0.03 % C/E/M 29,489,670 1,571,795 0.12 % Electrical Equipment Manufacturing NEXTracker, Inc. Series B Preferred Stock 558,884 — 1,727,622 0.13 % E/M NEXTracker, Inc. Series C Preferred Stock 17,640 — 54,525 — E/M — 1,782,147 0.13 % Electronic Component Manufacturing Soraa, Inc. Warrants to Purchase Common Stock 3,071,860 478,899 5,222 — C/E/M Equipment Leasing 36th Street Capital Partners Holdings, LLC Membership Units 6,818,897 6,818,897 6,818,897 0.50 % C/E/F/M Essex Ocean II, LLC Membership Units 199,430 103,398 159,045 0.01 % C/E/F/M 6,922,295 6,977,942 0.51 % Financial Investment Activities GACP I, LP Membership Units 16,615,951 16,735,088 16,866,903 1.23 % C/E/I/M Marsico Holdings, LLC Common Interest Units 168,698 172,694 1,687 — C/E/I/M 16,907,782 16,868,590 1.23 % Metal and Mineral Mining EPMC HoldCo, LLC Membership Units 1,312,720 — 210,035 0.02 % B/E/M 20162023
Coupon
Value
Cash and
InvestmentsIssuer Instrument Ref Floor Spread Total Coupon Maturity Shares Cost Notes Equity Securities (continued) Motion Picture and Video Industries NEG Parent, LLC Class A Units 1,182,779 $ 1,235,194 $ 1,292,023 0.09 % C/E/M NEG Parent, LLC Class P Units 1,537,613 1,537,613 1,551,056 0.11 % C/E/M NEG Parent, LLC Class A Warrants to Purchase Class A Units 343,387 196,086 196,086 0.01 % C/E/M NEG Parent, LLC Class B Warrants to Purchase Class A Units 346,794 198,032 198,032 0.02 % C/E/M 3,166,925 3,237,197 0.23 % Other Information Services SoundCloud, Ltd. (United Kingdom) Warrants to Purchase Preferred Stock 946,498 79,082 95,502 0.01 % C/E/H/M Other Manufacturing AGY Holding Corp. Common Stock 1,333,527 — — — B/C/E/M Boomerang Tube Holdings, Inc. Common Stock 24,288 243 — — C/E/M KAGY Holding Company, Inc. Series A Preferred Stock 9,778 1,091,200 4,607,246 0.34 % B/C/E/M 1,091,443 4,607,246 0.34 % Radio and Television Broadcasting Fuse Media, LLC Warrants to Purchase Common Stock 233,470 300,322 — — C/E/M Restaurants RM Holdco, LLC (Real Mex) Equity Participation 24 — — — B/C/E/M RM Holdco, LLC (Real Mex) Membership Units 13,161,000 2,010,777 — — B/C/E/M 2,010,777 — — Retail Shop Holding, LLC (Connexity) Class A Units 507,167 480,049 — — C/E/M Software Publishing Blackline Intermediate, Inc. Warrants to Purchase Common Stock 246,546 522,678 5,300,373 0.39 % C/E/M Edmentum Ultimate Holdings, LLC Class A Common Units 159,515 680,226 1,123,591 0.08 % B/C/E/M Soasta, Inc. Warrants to Purchase Series F Preferred Stock 1,251,630 533,192 794,535 0.06 % C/E/M Utilidata, Inc. Warrants to Purchase Stock 719,998 216,336 204,983 0.01 % C/E/M 1,952,432 7,423,482 0.54 % Utility System Construction Kawa Solar Holdings Limited (Cayman Islands) Ordinary Shares 2,332,594 — — — C/E/F/H/M Kawa Solar Holdings Limited (Cayman Islands) Series B Preferred Shares 93,023 1,395,349 1,395,350 0.10 % C/E/F/H/M 1,395,349 1,395,350 0.10 % 20162023
Coupon
Expiration
Value
Cash and
Investments
Value
Cash and
Investments
Coupon
Value
Cash and
InvestmentsIssuer Instrument Ref Floor Spread Total Coupon Maturity Shares Cost Notes Equity Securities (continued) Wired Telecommunications Carriers Integra Telecom, Inc. Common Stock 1,274,522 $ 8,433,884 $ 6,533,964 0.48 % C/E/M Integra Telecom, Inc. Warrants 346,939 19,920 — — C/E/M V Telecom Investment S.C.A. (Vivacom) (Luxembourg) Common Shares 1,393 3,236,256 2,199,862 0.16 % C/D/E/H/M 11,690,060 8,733,826 0.64 % Total Equity Securities 91,203,870 66,082,062 4.83 % Total Investments $ 1,346,065,819 $ 1,314,969,870 Cash and Cash Equivalents Cash Held on Account at Various Institutions 53,579,868 3.92 % Cash and Cash Equivalents 53,579,868 3.92 % Total Cash and Investments $ 1,368,549,738 100.00 % L
(B)(A)Investments in bank debt generally are bought and sold among institutional investors in transactions not subject to registration under the Securities Act of 1933. Such transactions are generally subject to contractual restrictions, such as approval of the agent or borrower.(B)Non-controlled affiliate – as defined under the Investment Company Act of 1940 (ownership of between 5% and 25% of the outstanding voting securities of this issuer). See Consolidated Schedule of Changes in Investments in Affiliates.(C)Non-income producing security.(D)Investment denominated in foreign currency. Amortized cost and fair value converted from foreign currency to US dollars. Foreign currency denominated investments are generally hedged for currency exposure.(E)Restricted security. (See Note 2)(F)Controlled issuer – as defined under the Investment Company Act of 1940 (ownership of 25% or more of the outstanding voting securities of this issuer). Investment is not more than 50% of the outstanding voting securities of the issuer nor deemed to be a significant subsidiary. See Consolidated Schedule of Changes in Investments in Affiliates.(G)Investment has been segregated to collateralize certain unfunded commitments.(H)Non-U.S. company or principal place of business outside the U.S. and as a result the investment is not a qualifying asset under Section 55(a) of the Investment Company Act. Under the Investment Company Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Company's total assets.(I)Deemed an investment company under Section 3(c) of the Investment Company Act and as a result the investment is not a qualifying asset under Section 55(a) of the Investment Company Act. Under the Investment Company Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of the Company's total assets.(J)Negative balances relate to an unfunded commitment that was acquired and/or valued at a discount.(K)In addition to the stated coupon, investment has an exit fee payable upon repayment of the loan in an amount equal to the percentage of the original principal amount shown.(L)All cash and investments, except those referenced in Notes G above, are pledged as collateral under certain debt as described in Note 4 to the Consolidated Financial Statements.(M)Inputs in the valuation of this investment included certain unobservable inputs that were significant to the valuation as a whole.$587,219,129$226,093,128 and $473,457,512,$218,669,941, respectively, for the year ended December 31, 2016.2023. Aggregate acquisitions includesinclude investment assets received as payment in kind. Aggregate dispositions includesinclude principal paydowns on and maturities of debt investments. The total value of restricted securities and bank debt as of December 31, 20162023 was $1,311,625,473$1,554,293,347 or 96.1%93.2% of total cash and investments of the Company. As of December 31, 2016,2023, approximately 16.4%18.3% of the total assets of the Company were not qualifying assets under Section 55(a) of the 1940 Act.Consolidated Statements of Operations (Unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Investment income Interest income: Companies less than 5% owned $ 39,120,645 $ 35,115,862 $ 117,016,921 $ 99,016,633 Companies 5% to 25% owned 1,856,712 1,848,171 5,365,553 4,982,075 Companies more than 25% owned 1,363,740 1,313,034 4,720,816 1,915,981 Dividend income: Companies less than 5% owned — — 16,627 — Lease income: Companies more than 25% owned 74,457 71,013 223,370 1,496,869 Other income: Companies less than 5% owned 841,895 120,910 1,424,831 1,241,885 Companies 5% to 25% owned 31,486 — 94,458 — Total investment income 43,288,935 38,468,990 128,862,576 108,653,443 Operating expenses Interest and other debt expenses 8,213,045 6,198,850 23,863,700 17,577,859 Management and advisory fees 5,611,249 4,816,043 15,624,277 13,976,545 Administrative expenses 597,232 429,867 1,730,638 1,267,815 Legal fees, professional fees and due diligence expenses 288,180 550,563 1,127,387 1,784,174 Director fees 114,098 97,877 422,108 295,486 Insurance expense 111,585 78,794 327,725 280,575 Custody fees 85,035 75,995 244,427 231,846 Other operating expenses 700,780 555,944 2,036,376 1,569,986 Total operating expenses 15,721,204 12,803,933 45,376,638 36,984,286 Net investment income 27,567,731 25,665,057 83,485,938 71,669,157 Net realized and unrealized gain (loss) on investments and foreign currency Net realized gain (loss): Investments in companies less than 5% owned (4,663,896 ) (763,617 ) (11,540,457 ) (4,490,140 ) Investments in companies 5% to 25% owned — 102,392 — 417,446 Investments in companies more than 25% owned — — — 79,742 Net realized loss (4,663,896 ) (661,225 ) (11,540,457 ) (3,992,952 ) Change in net unrealized appreciation/depreciation (2,772,338 ) 869,981 (967,257 ) 53,816 Net realized and unrealized gain (loss) (7,436,234 ) 208,756 (12,507,714 ) (3,939,136 ) Net increase in net assets from operations 20,131,497 25,873,813 70,978,224 67,730,021 Distributions of incentive allocation to the General Partner from: Net investment income (5,513,546 ) (5,133,010 ) (16,697,188 ) (14,333,831 ) Net increase in net assets applicable to common shareholders resulting from operations $ 14,617,951 $ 20,740,803 $ 54,281,036 $ 53,396,190 Basic and diluted earnings per common share $ 0.25 $ 0.39 $ 0.96 $ 1.06 Basic and diluted weighted average common shares outstanding 58,792,204 52,736,835 56,390,954 50,245,035 See accompanying notes to the consolidated financial statements.TCP Capital Corp.Consolidated Statements of Changes in Net Assets (Unaudited) Common Stock Shares Par Amount Balance at December 31, 2015 48,834,734 $ 48,834 $ 878,383,356 $ 22,261,793 $ (132,483,593 ) $ (46,233,373 ) $ 721,977,017 Issuance of common stock in public offering, net 2,336,552 2,337 34,956,233 — — — 34,958,570 Issuance of common stock from conversion of convertible debt 2,011,900 2,012 30,216,726 — — — 30,218,738 Issuance of common stock from dividend reinvestment plan 610 — 9,657 — — — 9,657 Equity component of issuance of convertible debt — — 3,309,596 — — — 3,309,596 Repurchase of common stock (141,896 ) (141 ) (1,879,407 ) — — — (1,879,548 ) Net investment income — — — 95,253,322 — — 95,253,322 Net realized and unrealized gain (loss) — — — — (15,002,148 ) 15,116,650 114,502 General Partner incentive allocation — — — (19,050,665 ) — — (19,050,665 ) Regular dividends paid to common shareholders — — — (73,975,198 ) — — (73,975,198 ) Tax reclassification of stockholders' equity in accordance with generally accepted accounting principles — — (569,511 ) (11,955,963 ) 12,525,474 — — Balance at December 31, 2016 53,041,900 $ 53,042 $ 944,426,650 $ 12,533,289 $ (134,960,267 ) $ (31,116,723 ) $ 790,935,991 Issuance of common stock in public offering, net 5,750,000 5,750 93,591,750 — — — 93,597,500 Issuance of common stock from dividend reinvestment plan 464 — 7,854 — — — 7,854 Net investment income — — — 83,485,938 — — 83,485,938 Net realized and unrealized gain (loss) — — — — (11,540,457 ) (967,257 ) (12,507,714 ) General Partner incentive allocation — — — (16,697,188 ) — — (16,697,188 ) Regular dividends paid to common shareholders — — — (61,425,414 ) — — (61,425,414 ) Balance at September 30, 2017 58,792,364 $ 58,792 $ 1,038,026,254 $ 17,896,625 $ (146,500,724 ) $ (32,083,980 ) $ 877,396,967 See accompanying notes to the consolidated financial statements.TCP Capital Corp.Consolidated Statements of Cash Flows (Unaudited) Nine Months Ended September 30, 2017 2016 Operating activities Net increase in net assets applicable to common shareholders resulting from operations $ 54,281,036 $ 53,396,190 Adjustments to reconcile net increase in net assets applicable to common shareholders resulting from operations to net cash used in operating activities: Net realized loss 11,540,457 3,992,952 Change in net unrealized appreciation/depreciation of investments 973,415 121,178 Net amortization of investment discounts and premiums (10,569,705 ) (9,263,325 ) Amortization of original issue discount on convertible debt 763,012 361,750 Interest and dividend income paid in kind (10,130,140 ) (5,209,391 ) Amortization of deferred debt issuance costs 2,646,451 1,947,472 Accrued interest on convertible debt at conversion — 218,738 Changes in assets and liabilities: Purchases of investment securities (642,264,119 ) (374,607,255 ) Proceeds from sales, maturities and pay downs of investments 434,061,754 294,224,143 Increase in accrued interest income - companies less than 5% owned (1,809,544 ) (2,224,606 ) Increase in accrued interest income - companies 5% to 25% owned (1,284,273 ) (295,458 ) Decrease in accrued interest income - companies more than 25% owned 13,845 13,311 Increase in receivable for investments sold (13,414,257 ) (6,306,581 ) Decrease (increase) in prepaid expenses and other assets (2,978,344 ) 909,421 Increase in payable for investments purchased 73,196,164 2,725,929 Increase (decrease) in incentive allocation payable 796,712 (74,596 ) Increase (decrease) in interest payable (487,058 ) 1,608,964 Increase in payable to the Advisor 768,459 369,532 Decrease in accrued expenses and other liabilities (408,038 ) (540,927 ) Net cash used in operating activities (104,304,173 ) (38,632,559 ) Financing activities Borrowings 321,000,000 503,700,000 Repayments of debt (352,500,000 ) (503,500,000 ) Payments of debt issuance costs (2,652,000 ) (4,529,350 ) Regular dividends paid to common shareholders (61,425,414 ) (54,880,168 ) Repurchase of common shares — (1,879,548 ) Proceeds from issuances of convertible debt — 170,000,000 Proceeds from issuance of debt 124,626,250 — Proceeds from shares issued in connection with dividend reinvestment plan 7,854 7,147 Proceeds from common shares sold, net of underwriting and offering costs 93,597,500 34,958,570 Net cash provided by financing activities 122,654,190 143,876,651 Net increase in cash and cash equivalents 18,350,017 105,244,092 Cash and cash equivalents at beginning of period 53,579,868 35,629,435 Cash and cash equivalents at end of period $ 71,929,885 $ 140,873,527 Supplemental cash flow information Interest payments $ 19,746,066 $ 12,768,481 Excise tax payments $ 528,603 $ 877,879 Non-cash transactions Conversion of convertible debt $ — $ 30,218,738 See accompanying notes to the consolidated financial statements.TCP Capital Corp.September 30, 2017treatedregulated 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.inthrough the Company's wholly-owned subsidiaries, Special Value Continuation Partners LP,LLC, a Delaware limited partnership (the “Operating Company”liability company ("SVCP"), of which the Company owns 100% of the common limited partner interests, or in one of the Operating Company’s wholly owned subsidiaries, TCPC Funding I, LLC, a Delaware limited liability company (“TCPC Funding”), andTCPC Funding II, LLC, a Delaware limited liability company ("TCPC Funding II"), TCPC SBIC, LP, a Delaware limited partnership (the “SBIC”) and BCIC Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of SVCP (“Merger Sub”). The Operating Company has alsoSVCP was organized as a limited partnership and had elected to be treatedregulated as a BDC under the 1940 Act.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 (including effective from the Operating Company,closing (the "Closing") of the Merger (as defined below) on March 18, 2024, the consolidated accounts of Merger Sub), TCPC Funding, TCPC Funding II and the SBIC. All significant intercompany transactions and balances have been eliminated in the consolidation.The Operating Company, TCPC Funding, TCPC Funding II and the SBIC have elected to be treated as partnerships for U.S. federal income tax purposes.The general partner of the Operating Company 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.which also serves as the administrator of both the Company and the Operating Company (the “Administrator” or the “General Partner”). The managing member of the General PartnerSVOF/MM is Tennenbaum Capital Partners, LLC (the “Advisor”), which serves as the investment manager to the Company, the Operating Company, TCPC Funding, TCPC Funding II, Merger Sub and the SBIC. Most of the equity interests in the General Partner are owned directly or indirectly byOn August 1, 2018, the Advisor merged with and its employees.boardBoard of directors. Operating Company management consistsDirectors (the “Board of the General Partner and the Operating Company’s board of directors.Directors”). The Advisor directs and the General Partner direct and executeexecutes the day-to-day operations of the Company, and the Operating Company, respectively, subject to oversight from the respective boardBoard of directors,Directors, which sets the broad policies of the respective entity and performs certain functions required by the 1940 Act in the caseCompany. The Board of Directors of the Operating Company. The board of directors of the Operating Company has delegated investment management of the Operating Company’sSVCP’s assets to the Advisor. Each boardThe Board of directorsDirectors consists of sevensix persons, five of whom are independent.TCP Capital Corp.Notes to Consolidated Financial Statements (Unaudited) (Continued)September 30, 20172. Summary of Significant Accounting Policies — (continued)Company and the Operating Company.Operating Company, either directly or through either TCPC Funding or the SBIC. Management values investmentsCompany'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 boardValuation Designee and approved by the Board of directors.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.AdvisorValuation Designee which in the aggregate comprise less than 5% of the capitalizationassets of the Operating 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.board of directorsValuation Designee or, for investments aggregating less than 5% of the total capitalizationassets of the Operating Company, using valuations determined directly by the Advisor.Valuation Designee. Such valuations are determined under a documented valuation policy that has beenpolicies and procedures reviewed and approved by a committee established by the board of directors.Pursuant to this policy, the Advisor provides recent portfolio company financial statements and other reporting materials to independent valuation firms as applicable, which firms evaluate such materials along with relevant observable market data to conduct independent appraisals each quarter, and their preliminary valuation conclusions are documented and discussed with senior management of the Advisor. The audit committee of the board of directors discusses the valuations, and the board of directors approves the fair value of the investments in good faith based on the input of the Advisor, the respective independent valuation firms as applicable, and the audit committee of the board of directors.AdvisorValuation Designee will utilize external measures of value, such as public markets or third-party transactions, whenever possible. The Advisor’sValuation 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 returnTCP Capital Corp.Notes to Consolidated Financial Statements (Unaudited) (Continued)September 30, 20172. Summary of Significant Accounting Policies — (continued)September 30, 2017,March 31, 2024, the Company’sCompany's investments were categorized as follows:
Corporate
Debt (2)
Securities
assets
inputs (3)
that employ significant unobservable inputsLevel Basis for Determining Fair Value Bank Debt 1 Quoted prices in active markets for identical assets $ — $ — $ 87,613 2 Other direct and indirect observable market inputs * 140,288,886 11,443,750 — 3 Independent third-party valuation sources that employ significant unobservable inputs 1,239,716,175 71,846,156 63,217,780 3 Advisor valuations with significant unobservable inputs — — 2,150,127 $ 1,380,005,061 $ 83,289,906 $ 65,455,520 ______________(3)*For example, quoted prices in inactive markets or quotes for comparable investments(Unaudited)(unaudited) (Continued)September 30, 2017September 30, 2017March 31, 2024 included the following:Asset Type Fair Value Valuation Technique Unobservable Input Range (Weighted Avg.) Bank Debt $ 1,116,767,255 Income approach Discount rate 5.8% - 27.5% (11.9%) 66,626,635 Market quotations Indicative bid/ask quotes 1 (1) 22,867,951 Market comparable companies Revenue multiples 0.4x - 2.9x (1.1x) 33,454,334 Market comparable companies EBITDA multiples 3.4x - 9.5x (6.9x) Other Corporate Debt 56,724,406 Market quotations Indicative bid/ask quotes 1 - 11 (7) 5,853,750 Market comparable companies Revenue multiples 2.0x (2.0x) 9,268,000 Market comparable companies EBITDA multiples 8.0x (8.0x) Equity 7,557,538 Income approach Discount rate 4.0% - 19.5% (7.1%) 30,631,924 Market quotations Indicative bid/ask quotes 1 (1) 3,516,942 Market comparable companies Revenue multiples 0.3x - 4.4x (2.1x) 23,661,503 Market comparable companies EBITDA multiples 3.4x - 18.0x (9.0x) $ 1,376,930,238
(3)Input
Input Increases
Input DecreasesTCP Capital Corp.Notes to Consolidated Financial Statements (Unaudited) (Continued)September 30, 20172. Summary of Significant Accounting Policies — (continued)September 30, 2017March 31, 2024 were as follows:
Corporate
Debt
Securities
appreciation/depreciation during the
period on investments still held at
period end (included in net realized and
unrealized gains/losses, above) Independent Third-Party Valuation Bank Debt Beginning balance $ 1,131,662,534 $ 95,645,627 $ 65,359,889 Net realized and unrealized gains (losses) (1,698,366 ) (2,413,331 ) (539,557 ) 219,258,618 10,349,086 11,837,810 Dispositions (109,506,611 ) (31,735,226 ) (13,440,362 ) Ending balance $ 1,239,716,175 $ 71,846,156 $ 63,217,780 Net change in unrealized appreciation/depreciation during the period on investments still held at period end (included in net realized and unrealized gains/losses, above) $ (1,940,418 ) $ (2,413,332 ) $ (2,625,120 ) ______________*Includes payments received in kind and accretion of original issue and market discounts Advisor Valuation Bank Debt Beginning balance $ — $ — $ 2,221,444 Net realized and unrealized gains (losses) — — (69,630 ) Dispositions — — (1,687 ) Ending balance $ — $ — $ 2,150,127 Net change in unrealized appreciation/depreciation during the period on investments still held at period end (included in net realized and unrealized gains/losses, above) $ — $ — $ (69,630 ) There were no transfers betweenComprised of one investment that was transferred to Level 1 and 2 during the three months ended September 30, 2017.due to increased number of market quotes.(Unaudited)(unaudited) (Continued)September 30, 2017
Corporate
Debt
Securities
appreciation/depreciation during the
period on investments still held at
period end (included in net realized and
unrealized gains/losses, above)Changes inLevel 3 during the nine months ended September 30, 2017 were as follows:
Corporate Debt (2)
Securities
assets
inputs (3)
employ significant unobservable inputs Independent Third-Party Valuation Bank Debt Beginning balance $ 1,036,044,457 $ 101,934,853 $ 64,521,901 Net realized and unrealized gains (losses) (17,582,409 ) (3,758,757 ) 34,522 559,544,251 25,582,996 28,384,223 Dispositions (307,732,609 ) (51,912,936 ) (27,845,217 ) (30,557,515 ) — — — — (1,877,649 ) Ending balance $ 1,239,716,175 $ 71,846,156 $ 63,217,780 Net change in unrealized appreciation/depreciation during the period on investments still held at period end (included in net realized and unrealized gains/losses, above) $ (9,121,109 ) $ (3,393,578 ) $ 819,830 ______________*Includes payments received in kind and accretion of original issue and market discounts†Comprised of two investments that were transferred to Level 2 due to increased observable market activity‡Comprised of three investments that were reclassified to Advisor Valuation Advisor Valuation Bank Debt Beginning balance $ 107,199 $ — $ 1,560,161 Net realized and unrealized gains (losses) 65,797 — (1,285,996 ) (20,962 ) — — Dispositions (152,034 ) — (1,687 ) — — 1,877,649 Ending balance $ — $ — $ 2,150,127 Net change in unrealized appreciation/depreciation during the period on investments still held at period end (included in net realized and unrealized gains/losses, above) $ — $ — $ (1,285,996 ) ______________*Includes payments received in kind and accretion of original issue and market discounts†Comprised of three investments that were reclassified from Independent Third-Party ValuationThere were no transfers between Level 1 and 2 during the nine months ended September 30, 2017.(Unaudited)(unaudited) (Continued)September 30, 2017 At December 31, 2016, the Company’s investments were categorized as follows:Level Basis for Determining Fair Value Bank Debt 1 Quoted prices in active markets for identical assets $ — $ — $ — 2 Other direct and indirect observable market inputs * 89,800,173 21,001,126 — 3 Independent third-party valuation sources that employ significant unobservable inputs 1,036,044,457 101,934,853 64,521,901 3 Advisor valuations with significant unobservable inputs 107,199 — 1,560,161 Total $ 1,125,951,829 $ 122,935,979 $ 66,082,062 ______________*For example, quoted prices in inactive markets or quotes for comparable investments20162023 included the following:Asset Type Fair Value Valuation Technique Unobservable Input Range (Weighted Avg.) Bank Debt $ 847,311,244 Income approach Discount rate 6.9% – 19.4% (12.1%) 136,116,277 Market quotations Indicative bid/ask quotes 1 – 2 (1) 24,851,412 Market comparable companies Revenue multiples 0.4x – 2.6x (1.0x) 27,872,723 Market comparable companies EBITDA multiples 7.3x – 11.0x (8.4x) Other Corporate Debt 88,163,213 Market quotations Indicative bid/ask quotes 1(1) 13,771,640 Market comparable companies EBITDA multiples 7.6x – 7.8x (7.7x) Equity 6,617,084 Income approach Discount rate 7.3% – 26.2% (7.7%) 41,442,919 Market quotations Indicative bid/ask quotes 1(1) 1,767,102 Market comparable companies Revenue multiples 0.3x – 2.6x (1.6x) 16,254,957 Market comparable companies EBITDA multiples 5.0x – 11.0x (7.7x) $ 1,204,168,571
Fair value was determined using the transaction price to acquire the position. There has been no change to the valuation based on the underlying assumptions used at the closing of such transaction.(Unaudited)(unaudited) (Continued)September 30, 2017September 30, 2016March 31, 2023 were as follows:
(1)
Corporate Debt
Securities
appreciation/depreciation during the
period on investments still held at
period end (included in net realized and
unrealized gains/losses, above)
Corporate Debt
Securities
appreciation/depreciation during the
period on investments still held at
period end (included in net realized and
unrealized gains/losses, above) Independent Third-Party Valuation Bank Debt Beginning balance $ 986,374,365 $ 108,247,783 $ 53,064,896 Net realized and unrealized gains (losses) 185,985 1,148,520 (1,782,745 ) 143,164,985 7,310,415 5,540,103 Dispositions (102,376,236 ) — (3,007,459 ) Transfers out of Level 3 † — (46,265,760 ) — Transfers into Level 3 ‡ 6,502,839 — — Reclassifications within Level 3 § — — (320,682 ) Ending balance $ 1,033,851,938 $ 70,440,958 $ 53,494,113 Net change in unrealized appreciation/depreciation during the period on investments still held at period end (included in net realized and unrealized gains/losses, above) $ 2,587,265 $ 1,148,520 $ (1,782,745 ) ______________*Includes payments received in kind and accretion of original issue and market discounts†Comprised of two investments that transferred to Level 2 due to increased observable market activity‡Comprised of one investment that transferred from Level 2 due to reduced trading volumes§Comprised of one investment that reclassified to Advisor Valuation Advisor Valuation Bank Debt Beginning balance $ 146,365 $ — $ 1,855,336 Net realized and unrealized gains (losses) 3,093 — (319,764 ) Dispositions — — (102,763 ) — — 320,682 Ending balance $ 149,458 $ — $ 1,753,491 Net change in unrealized appreciation/depreciation during the period on investments still held at period end (included in net realized and unrealized gains/losses, above) $ 3,093 $ — $ (420,896 ) ______________*Comprised of one investment that reclassified from Independent Third-Party ValuationThere were no transfers between Level 1 and 2 during the three months ended September 30, 2016.(Unaudited)(unaudited) (Continued)September 30, 2017Changes in investments categorized as Level 3 during the nine months ended September 30, 2016 were as follows: Independent Third-Party Valuation Bank Debt Beginning balance $ 907,967,337 $ 89,314,530 $ 49,956,123 Net realized and unrealized gains (losses) 4,677,005 (1,665,010 ) (5,662,544 ) 324,878,794 23,280,718 19,764,729 Dispositions (249,281,514 ) — (10,238,452 ) Transfers out of Level 3 † (5,492,400 ) (46,265,760 ) — Transfers into Level 3 ‡ 51,102,716 5,776,480 — Reclassifications within Level 3 § — — (325,743 ) Ending balance $ 1,033,851,938 $ 70,440,958 $ 53,494,113 Net change in unrealized appreciation/depreciation during the period on investments still held at period end (included in net realized and unrealized gains/losses, above) $ 7,944,054 $ (1,665,010 ) $ (5,637,217 ) ______________*Includes payments received in kind and accretion of original issue and market discounts†Comprised of three investments that transferred to Level 2 due to increased observable market activity‡Comprised of six investments that transferred from Level 2 due to reduced trading volumes§Comprised of two investments that reclassified to Advisor Valuation Advisor Valuation Bank Debt Beginning balance $ 1,124,504 $ — $ 2,428,217 Net realized and unrealized gains (losses) (923,349 ) — (582,896 ) 1,050,297 — 243 Dispositions (1,101,994 ) — (417,816 ) Reclassifications within Level 3 † — — 325,743 Ending balance $ 149,458 $ — $ 1,753,491 Net change in unrealized appreciation/depreciation during the period on investments still held at period end (included in net realized and unrealized gains/losses, above) $ (881,282 ) $ — $ (999,280 ) ______________*Includes payments received in kind and accretion of original issue and market discounts†Comprised of two investments that reclassified from Independent Third-Party ValuationThere were no transfers between Level 1 and 2 during the nine months ended September 30, 2016.TCP Capital Corp.Notes to Consolidated Financial Statements (Unaudited) (Continued)September 30, 20172. Summary of Significant Accounting Policies — (continued) brokerage firms and the custodian bank. Cash equivalents consist of highly liquid investments with an original maturity of generally three months60 days or less. Cash equivalents are carried at amortized cost which approximates fair value.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 March 31, 2024 and December 31, 2023.0.7%0.4% and 0.2%0.5% of total investments at September 30, 2017March 31, 2024 and December 31, 2016,2023, respectively. Such positions were converted at the respective closing foreign exchange rates in effect at September 30, 2017March 31, 2024 and December 31, 20162023 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.Derivatives Operating 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 currenciesTCP Capital Corp.Notes to Consolidated Financial Statements (Unaudited) (Continued)September 30, 20172. Summary of Significant Accounting Policies — (continued) The Company was required under the terms of its swap agreement to pledge assets as collateral to secure its obligation. As of September 30, 2017, $0.8 million of cash was held as collateral and was included in cash and cash equivalents in the Consolidated Statements of Assets and Liabilities.During the nine months ended September 30, 2017, the Company entered into a cross currency basis swap with a notional amount of $7.2 million. The cross currency basis swap is reported in the Consolidated Statements of Assets and Liabilities as unrealized depreciation on swaps. Gains and losses from derivatives during the nine months ended September 30, 2017 were included in net realized and unrealized loss on investments in the Consolidated Statements of Operations as follows:Instrument Cross currency basis swap $ — $ (470,202 ) During the nine months ended September 30, 2016, the Company entered into a GBP put option with a notional amount of £2.7 million. During the nine months ended September 30, 2016, the Company's interest rate cap with a notional amount of $25.0 million expired and the Company exited a cross currency swap with a notional amount of $16.4 million. Gains and losses from derivatives during the nine months ended September 30, 2016 were included in net realized and unrealized loss on investments in the Consolidated Statements of Operations as follows:Instrument Put option $ — $ 460,972 Cross currency basis swap 2,746,072 (3,229,442 ) Interest rate cap (51,750 ) 51,750 Costs of approximately $1.1 million and $1.2 million were during 2017 in connection with extending the TCPC Funding Facilityissuance and/or extension of debt of the Company and placing the Company's 2022 Notes, respectively (see Note 4). Costs of approximately $4.1 millionits subsidiaries were incurred in September 2016 in connection with placing the Company’s 2022 Convertible Notes (see Note 4). Costs of approximately $0.4 million and $1.2 million were incurred during 2017 and 2016, respectively, in connection with placing the SBA Debentures (see Note 4). These costs were deferredcapitalized 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.TCP Capital Corp.Notes to Consolidated Financial Statements (Unaudited) (Continued)September 30, 20172. Summary of Significant Accounting Policies — (continued)basis.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.applicable provisionsrequirements of the Internal Revenue Code of 1986, as amended, pertainingapplicable to regulated investment companies, and to make distributionsdistribute substantially all of its taxable income sufficient to relieve it from substantially allits shareholders. Therefore, no U.S. federal income taxes. Accordingly, notax provision for income taxes is required in the consolidated financial statements.required. The income or loss of SVCP (including effective from the Operating Company,Closing, the consolidated income or loss of Merger Sub), TCPC Funding, TCPC Funding II and the SBIC is reported in the respective members' or partners’ income tax returns.returns, as applicable. In accordance with ASC Topic 740 – , 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, the Operating 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.Cost andof the Company’sfor investments (including derivatives)and derivatives based on cost for U.S. federal income tax purposes at September 30, 2017were as follows:2016 were2022. 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 follows: September 30, 2017 December 31, 2016 Unrealized appreciation $ 41,846,827 $ 33,945,996 Unrealized depreciation (73,916,191 ) (65,041,945 ) Net unrealized depreciation $ (32,069,364 ) $ (31,095,949 ) Cost $ 1,560,349,649 $ 1,346,065,819 Recent Accounting PronouncementsDuring the first quarter of 2016, the Company adopted Financial Accounting Standards Board (the “FASB”) Accounting Standards Update (“ASU”) 2015-02, Amendments to the Consolidation Analysis. In particular, the new pronouncement changed the manner in which a reporting entity evaluates whether 1)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 a variable interest entity (“VIE”), 2) fees paid to decision makers or service providers are variable interests in a VIE, and 3) variable interests in a VIE held by related parties requirecurrently evaluating the reporting entity to consolidate the VIE. The pronouncement also introduced a separate consolidation analysis specific to limited partnerships and similar entities.impact of adopting ASU 2015-02 also eliminated the VIE consolidation model based2020-04 on majority exposure to variability that applied to certain investment companies and similarits consolidated financial statements.(Unaudited)(unaudited) (Continued)September 30, 2017entities.pronouncementguidance did notnot have a material impact on the Company’s consolidated financial statements.The Company also adopted ASU 2015-03, Interest – Imputationposition, results of Interest (Subtopic 835-30) - Simplifying the Presentation of Debt Issuance Costs as well as ASU 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements – Amendments to SEC Paragraphs Pursuant to Staff Announcement atoperations, or cash flows.18, 2015. Together, these ASUs required, in most cases, that debt issuance costs be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. Debt issuance costs incurred in connection with line-of-credit arrangements, however, may continue to be presented as an asset in the balance sheet. As of September 30, 2017 and December 31, 2016, $8.4 million and $8.2 million in debt issuance costs, respectively, were included in debt in the Consolidated Statements of Assets and Liabilities.In May 2014,2022, the FASB issued ASU 2014-09, Revenue from Contracts with Customers2022-03, Fair Value Measurement (Topic 606)820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”), which supersedes the revenue recognitionclarifies guidance for fair value measurement of an equity security subject to a contractual sale restriction and establishes new disclosure requirements in Topic 605, Revenue Recognition. Under this new pronouncement, an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.such equity securities. ASU 2014-09 applies to all entities and, for public entities,2022-03 is effective for annual periodsfiscal years beginning after December 15, 2017,2023 and for interim periods within those fiscal years. Early application is permitted, but no earlier than annual periods beginning after December 15, 2016 and interim periods within that reporting period.years, with early adoption permitted. The Company doeshas concluded that this guidance will not expect adoption of this pronouncement to have a material impact on its consolidated financial statements.On January 5, 2016, the FASB issued ASU 2016-01, Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. The more significant changes to the current GAAP model resulting from ASU 2016-01 include 1) elimination of the requirement to disclose the method(s) and significant assumptions used to estimate the fair value of financial instruments measured at amortized cost, 2) requiring public entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes and 3) requiring separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or in the accompanying notes to the financial statements. ASU 2016-01 is effective for annual periods beginning after December 15, 2017, including interim periods within those fiscal years. Early application is permitted. The Company does not expect adoption of this pronouncement to have a material impact on its consolidated financial statements.On March 30, 2017, the FASB issued ASU 2017-08, Premium Amortization on Purchased Callable Debt Securities, which amends the amortization period for certain callable debt securities purchased at a premium, shortening the period to the earliest call date. ASU 2017-08 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted. The Company does not expect the adoption of this pronouncement to have a material impact on the Company’s consolidated financial statements.In October 2016, the U.S. Securities and Exchange Commission adopted new rules and amended existing rules (together, the “Final Rules”) intended to modernize the reporting and disclosure of information by registered investment companies and business development companies. In part, the Final Rules amend Regulation S-X and require standardized, enhanced disclosure about derivatives in investment company financial statements, as well as other amendments. The compliance date for the amendments to Regulation S-X was August 1, 2017, and the Company has implemented the applicable requirements into this report, namely the standardized reporting of derivatives in the consolidated schedule of investments, disclosure of investments that had valuations which included certain unobservable inputs that were significant to the valuation as a whole and disclosure of realized gains/(losses) on controlled affiliated investments.(Unaudited)(unaudited) (Continued)September 30, 2017CompensationFees and Other ExpensesThe Company’sison total assets (excluding cash and cash equivalents) that exceed an amount equal to 200% of the net asset value of the Company from 1.50% to 1.00%, (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%.1.5% of1.50% on total assets (excluding cash and cash equivalents) up to an amount equal to 200% of the net asset value of the Company, and 1.00% thereafter. The base management fee is calculated on a consolidated basis as of the beginning of each quarter and is payable to the Advisor quarterly in arrears.paidincurred to the extent the Company’s cumulative total performance of the Companyreturn (after incentive compensation) exceeds a cumulative 8%7% annual return since January 1, 2013 (the “Total Return Hurdle”). Beginning January 1, 2013, therate on daily weighted-average contributed common equity. Subject to that limitation, incentive compensation equals 20% of net investmentis calculated on ordinary income (reduced by preferred dividends)(before incentive compensation) and 20% of net realized gains (reduced by(net of any net unrealized losses), subject todepreciation) at rates of 17.5% on income since the Total Return Hurdle. The incentivefee reduction on February 8, 2019 and 20% previously. Incentive compensation is payable quarterly in arrears as an allocation and distribution to the General Partner and is calculatedcomputed as the difference between cumulative incentive compensation earned and incentive compensation paid, subject to the total return hurdle, on a cumulative basis since January 1, 2013, and cumulativeis payable quarterly in arrears.compensation paid since January 1, 2013. fee calculations under the Amended and Restated Investment Advisory Agreement, any amortization of original issue 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 applicable accounting guidance under ASC 805 will be excluded.distributablepayable to the General PartnerAdvisor assuming a hypothetical liquidation of the Company at net asset value on the balance sheet date. The General Partner’s equity interest in the Operating Company is comprised entirely of such reserve amount, if any. As of September 30, 2017March 31, 2024 and December 31, 2016,2023, no such reserve was accrued.LeverageLeverageDebtconvertible senior unsecured notes due December 2019August 2024 issued by the Company (the “2019 Convertible“2024 Notes”), unsecured notes due December 2025 originally issued by BCIC and assumed by Merger Sub (the “2025 Notes”) as of the Closing, unsecured notes due February 2026 issued by the Company (the “2026 Notes”), amounts outstanding under a senior secured revolving, multi-currency credit facility entered into by SVCP (the “Operating Facility”), amounts outstanding under a senior secured revolving credit facility entered into by TCPC Funding II (“Funding Facility II”), amounts outstanding under a senior secured revolving credit facility originally entered into by BCIC and assumed by Merger Sub (“Merger Sub Facility”), 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"2022 Convertible Notes”), unsecured notes due August 2022 issued by the Company (the “2022 Notes”), amounts outstanding under a term loan issued by the Operating Company (the “Term Loan”) prior to its full repayment on August 9, 2017, amounts outstanding under a senior secured revolving credit facility issued by the Operating Company (the “SVCP Revolver” and, together with the Term Loan prior to its full repayment on August 9, 2017, the “SVCP Facility”), amounts outstanding under a senior secured revolving credit facility issued by TCPC Funding (the “TCPC Funding Facility”), debentures guaranteed by the SBA (the “SBA Debentures”), and, prior to the repurchase and retirement of remaining interests on September 3, 2015, amounts outstanding under a preferred equity facility issued by the Operating Company (the “Preferred Interests”Notes"). From April 18, 2016 through its conversion to common equity on June 7, 2016, leverage also included a privately placed convertible senior unsecured note due April 2021 issued by the Company (the “CNO Note”).leveragedebt outstanding and available at September 30, 2017March 31, 2024 was as follows:
Value (1)
Capacity Maturity Rate Available SVCP Revolver 2018 $ 30,000,000 $ 86,000,000 $ 116,000,000 2019 Convertible Notes ($108 million par) 2019 5.25% 106,893,357 — 106,893,357 2022 Convertible Notes ($140 million par) 2022 4.625% 137,266,488 — 137,266,488 2022 Notes ($125 million par) 2022 4.125% 124,635,706 — 124,635,706 TCPC Funding Facility 2021 200,000,000 150,000,000 350,000,000 SBA Debentures 2024−2027 75,000,000 75,000,000 150,000,000 Total leverage 673,795,551 $ 311,000,000 $ 984,795,551 Unamortized issuance costs (8,417,444 ) Debt, net of unamortized issuance costs $ 665,378,107 ______________TCP Capital Corp.NotesAs of March 31, 2024, $160.0 million of the outstanding amount was subject to Consolidated Financial Statements (Unaudited) (Continued)September 30, 20174. Leverage — (continued)a SOFR credit adjustment of 0.11%. $8.0 million of the outstanding amount bore interest at a rate of EURIBOR + 2.00%.
(3)*Except for the convertible notes and 2022 Notes, all carrying values are the same as the principal amounts outstanding.†Based on either LIBOR or the lender’s cost of funds, subject to certain limitations‡Or L+2.25% subject to certain funding requirements§Weighted-average interest rate, excluding fees of 0.36%leveragedebt outstanding and available at December 31, 20162023 was as follows:
Value (1)
Capacity Maturity Rate Available SVCP Facility SVCP Revolver 2018 $ — $ 116,000,000 $ 116,000,000 Term Loan 2018 100,500,000 — 100,500,000 2019 Convertible Notes ($108 million par) 2019 5.25% 106,547,929 — 106,547,929 2022 Convertible Notes ($140 million par) 2022 4.625% 136,858,359 — 136,858,359 TCPC Funding Facility 2020 175,000,000 175,000,000 350,000,000 SBA Debentures 2024−2026 61,000,000 89,000,000 150,000,000 Total leverage 579,906,288 $ 380,000,000 $ 959,906,288 Unamortized issuance costs (8,247,426 ) Debt, net of unamortized issuance costs $ 571,658,862 ______________(3)*Except for the convertible notes, all carrying values are the same as the principal amounts outstanding.†Based on either LIBOR or the lender’s cost of funds, subject to certain limitations‡Or L+2.25% subject to certain funding requirements§Weighted-average interest rate, excluding fees of 0.36%leveragedebt outstanding at September 30, 2017March 31, 2024 and December 31, 20162023 were 4.12%5.08% and 3.95%4.29%, respectively.include:included the following: Nine Months Ended September 30, 2017 2016 Interest expense $ 20,022,020 $ 14,739,195 Amortization of deferred debt issuance costs 2,646,451 1,947,472 Commitment fees 1,195,229 891,192 Total $ 23,863,700 $ 17,577,859 TCP Capital Corp.Notes to Consolidated Financial Statements (Unaudited) (Continued)September 30, 20174. Leverage — (continued)leveragedebt is carried at amortized cost in the Consolidated Statements of Assets and Liabilities. As of September 30, 2017,March 31, 2024, the estimated fair values of the SVCP Revolver,Operating Facility, Funding Facility II and the TCPCSBA Debentures approximated their carrying values, the estimated fair value of the Merger Sub Facility was $204.4 million, and the 2024 Notes, the 2025 Notes and the 2026 Notes had estimated fair values of $247.7 million, $92.1 million and $304.6 million, respectively. As of December 31, 2023, the estimated fair values of the Operating Facility, Funding Facility II and the SBA Debentures approximated their carrying values, and the 2019 Convertible Notes, the 2022 Convertible2024 Notes and the 20222026 Notes had estimated fair values of $113.6 million, $145.6$246.0 million and $124.5$303.9 million, respectively. The estimated fair values of the SVCP Revolver, the TCPCOperating 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 value of the Merger Sub Facility was derived by taking the average of the high and low quotes as obtained from a broker. The estimated fair values of the convertible notes2024 Notes and 20222026 Notes were determined using market quotations. At September 30, 2017,quotations, and the estimated fair value of the 2025 Notes was derived by an independent valuation firm. The estimated fair values of the SVCPOperating Facility, the TCPC Funding Facility II, the convertible notes,2024 Notes, the 20222026 Notes, the 2025 Notes and the SBA Debentures as prepared for disclosure purposes were deemed to be Level 3 in the GAAP valuation hierarchy.Convertible Unsecured NotesOn June 11, 2014, the Company issued $108.0 million of convertible senior unsecured notes that mature on December 15, 2019, unless previously converted or repurchased in accordance with their terms. The 2019 Convertible Notes are general unsecured obligations of the Company, and rank structurally junior to the SVCP Facility and the TCPC Funding Facility. The Company does not have the right to redeem the 2019 Convertible Notes prior to maturity. The 2019 Convertible Notes bear interest at an annual rate of 5.25%, payable semi-annually. In certain circumstances, the 2019 Convertible Notes will be convertible into cash, shares of the Company’s common stock or a combination of cash and shares of common stock (such combination to be at the Company’s election), at an initial conversion rate of 50.9100 shares of common stock per one thousand dollar principal amount, which is equivalent to an initial conversion price of approximately $19.64 per share of common stock, subject to customary anti-dilutional adjustments. The initial conversion price was approximately 12.5% above the $17.46 per share closing price of the Company’s common stock on June 11, 2014. At September 30, 2017, the principal amount of the 2019 Convertible Notes exceeded theestimated fair value of the conversion rate multiplied by the per share closing price of the Company’s common stock. Therefore, no additional shares have been addedMerger Sub Facility as prepared for disclosure purposes was deemed to the calculation of diluted earnings per common share and weighted average common shares outstanding.Prior to the close of business on the business day immediately preceding June 15, 2019, holders may convert their 2019 Convertible Notes only under certain circumstances set forthbe Level 2 in the indenture governing the terms of the 2019 GAAP valuation hierarchy.Notes. On or after June 15, 2019 until the close of business on the scheduled trading day immediately preceding December 15, 2019, holders may convert their 2019 ConvertibleUnsecured Notes at any time. Upon conversion, the Company will pay or deliver, as the case may be, at its election, cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, subject to the requirements of the indenture.that maturewhich matured on March 1, 2022 unless previously converted or repurchased in accordance with their terms.. The 2022 Convertible Notes arewere general unsecured obligations of the Company, and rankranked structurally junior to the SVCP RevolverOperating Facility, Funding Facility II and the TCPC Funding Facility.SBA Debentures. The Company doesdid not have the right to redeem the 2022 Convertible Notes prior to maturity. The 2022 Convertible Notes bearbore interest at an annual rate of 4.625%, payablepaid semi-annually. In certain circumstances, the 2022 Convertible Notes will be convertiblecould 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. At September 30, 2017,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 have beenwere added to the calculation of diluted earnings per common share and weighted average common shares outstanding.(Unaudited)(unaudited) (Continued)September 30, 2017LeverageDebt — (continued)maywere 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 converthave converted their 2022 Convertible Notes at any time. Upon conversion, the Company willwould pay or deliver, as the case may be, at its election, cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, subject to the requirements of the indenture.The 2019 Convertible Notes and 2022 Convertible Notes are accounted for in accordance with ASC Topic 470-20 – Debt with Conversion and Other Options. Upon conversion of any of the 2019 Convertible Notes or the 2022 Convertible Notes, the Company intends to pay the outstanding principal amount in cash and, No notes were converted prior to the extent that the conversion value exceeds the principal amount, has the option to pay the excess amount in cash or shares of the Company’s common stock (or a combination of cash and shares), subject to the requirements of the respective indenture. The Company has determined that the embedded conversion options in the 2019 Convertible Notes andnotes maturing on March 1, 2022 Convertible Notes are not required to be separately accounted for as derivatives under GAAP. At the time of issuance the estimated values of the debt and equity components of the 2019 Convertible Notes were approximately 97.7% and 2.3%, respectively. At the time of issuance the estimated values of the debt and equity components of the 2022 Convertible Notes were approximately 97.6% and 2.4%, respectively. 2019 Convertible Notes and 2022 Convertible Notes were recorded in “paid-in capital in excess of par” in the accompanying Consolidated Statements of Assets and Liabilities. As a result, the Company records interest expense comprised of both stated interest and amortization of the original issue discounts. At the time of issuance, the equity components of the 2019 Convertible Notes and the 2022 Convertible Notes were $2.5 million and $3.3 million, respectively. As of September 30, 2017 and December 31, 2016, the components of the carrying value of the 2019 Convertible Notes and 2022 Convertible Notes were as follows: September 30, 2017 December 31, 2016 Principal amount of debt $ 108,000,000 $ 140,000,000 $ 108,000,000 $ 140,000,000 Original issue discount, net of accretion (1,106,643 ) (2,733,512 ) (1,452,071 ) (3,141,641 ) Carrying value of debt $ 106,893,357 $ 137,266,488 $ 106,547,929 $ 136,858,359 For the nine months ended September 30, 2017 and 2016, the components of interest expense for the convertible notes were as follows: Nine Months Ended September 30, 2017 2016 Stated interest expense $ 4,252,500 $ 4,874,236 $ 4,252,500 $ 431,667 Amortization of original issue discount 345,427 408,129 326,391 $ 35,359 Total interest expense $ 4,597,927 $ 5,282,365 $ 4,578,891 $ 467,026 The estimated effective interest rate of the debt component of the 2019 Convertible Notes, equal to the stated interest of 5.25% plus the accretion of the original issue discount, was approximately 5.75% for the nine months endedTCP Capital Corp.Notes to Consolidated Financial Statements (Unaudited) (Continued)September 30, 20174. Leverage — (continued)September 30, 2017 and September 30, 2016. The estimated effective interest rate of the debt component of the 2022 Convertible Notes, equal to the stated interest of 4.625% plus the accretion of the original issue discount, was approximately 5.125% for the nine months ended September 30, 2017 and September 30, 2016.4, 2017,23, 2019, the Company issued $125.0$150.0 million of unsecured notes that mature on August 11, 2022 (the "2022 Notes").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 20222024 Notes bear interest at an annual rate of 4.125%3.900%, payable semi-annually, and all principal is due upon maturity. The 2022 Notes are general unsecured obligations of the Company and rank structurally junior to the SVCP Revolver and the TCPC Funding Facility. The 20222024 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 20222024 Notes, and any accrued and unpaid interest. The 20222024 Notes were issued at a discount to the principal amount.September 30, 2017,March 31, 2024 and December 31, 2023, the components of the carrying value of the 20222024 Notes, 2025 Notes and 2026 Notes were as follows: September 30, 2017 Principal amount of debt $ 125,000,000 Original issue discount, net of accretion (364,294 ) Carrying value of debt $ 124,635,706 ninethree months ended September 30, 2017,March 31, 2024 and 2023, the components of interest expense for the 20222024 Notes, 2025 Notes and 2026 Notes were as follows: Nine Months Ended September 30, 2017 Stated interest expense $ 716,146 Amortization of original issue discount 9,456 Total interest expense $ 725,602 SVCPSVCPOperating 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.$116.0$200.0 million, subject to certain collateral and other restrictions (the "SVCP Revolver")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 prior to its full repayment on August 9, 2017, a $100.5 million senior secured term loan.other customary conditions. The SVCP Revolver matures on July 31, 2018. Most of the cash and investments held directly by the Operating Company, as well as the net assets of TCPC Funding and the SBIC,II are included in the collateral for the facility.Advancesthe SVCP Revolver bearFunding Facility II bore interest at an annuala rate of 2.50% plus either LIBOR or the lender’s cost of funds (subject to a cap of LIBOR plus 20 basis points). In addition2.00% per annum, subject to certain funding requirements, plus a 0.35% fee on drawn amounts dueand an agency fee of 0.15% per annum on outstanding debt, the SVCP Revolver accruesfacility. The facility also accrued commitment fees of 0.20%0.35% per annum on the unused portion of the facility, or 0.25%facility.when less than $46.4 million in borrowings are outstanding.which is subject to increase after the end of the revolving period or under other customary circumstances. The SVCP Revolverfacility also accrues a 0.35% fee on drawn amounts and an agency fee of 0.15% per annum on the facility. The facility also accrues commitment fees of 0.35% per annum on the unused portion of the facility.the Operating CompanyTCPC Funding II fail to satisfy certain financial or other covenants. As of September 30, 2017, the Operating CompanyMarch 31, 2024, TCPC Funding II was in full compliance with such covenants.(Unaudited)(unaudited) (Continued)September 30, 2017LeverageDebt — (continued)September 30, 2017,March 31, 2024, the SBIC is able to issue up to $150.0$160.0 million in SBA Debentures, subject to funded regulatory capital and other customary regulatory requirements. As of September 30, 2017, the Operating CompanyMarch 31, 2024, SVCP had committed $75.0$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 LIBORSOFR 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.September 30, 2017March 31, 2024 and December 31, 2023 were as follows:
Amount
Interest
Rate
Annual
ChargeIssuance Date Maturity 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 % $ 75,000,000 2.57 % * _____________*Weighted-average interest rateSBA Debentures outstanding as of December 31, 2016 were as follows:Issuance Date Maturity 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 % $ 61,000,000 2.58 % * ______________*Weighted-average interest rateTCPC Funding FacilityThe TCPC Funding Facility is a senior secured revolving credit facility which provides for amounts to be drawn up to $350.0 million, subject to certain collateral and other restrictions. The facility matures on April 26, 2021, subject to extension by the lender at the request of TCPC Funding. The facility contains an 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. The cash and investments of TCPC Funding are included in the collateral for the facility.(Unaudited)(unaudited) (Continued)September 30, 20174. Leverage — (continued)Borrowings under the TCPC Funding Facility bear interest at a rate of LIBOR plus either 2.25% or 2.50% 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 accrues commitment fees of 0.50% per annum on the unused portion of the facility, or 0.75% 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 may be terminated, and any outstanding amounts thereunder may become due and payable, should TCPC Funding fail to satisfy certain financial or other covenants. As of September 30, 2017, TCPC Funding was in full compliance with such covenants.The Operating Company,area.the Operating Company,SVCP, TCPC Funding, TCPC Funding II, Merger Sub 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.TCP Capital Corp.Notes to Consolidated Financial Statements (Unaudited) (Continued)September 30, 20175. Commitments, Contingencies, Concentration of Credit Risk and Off-Balance Sheet Risk — (continued)September 30, 2017March 31, 2024 and December 31, 20162023 as follows: Unfunded Balances Issuer Maturity September 30, 2017 December 31, 2016 Alera Group Intermediate Holdings, Inc. 12/30/2021 $ 708,333 $ 833,333 Alera Group Intermediate Holdings, Inc. 12/30/2022 759,546 759,547 Alpheus Communications, LLC 5/31/2018 357,419 357,419 AP Gaming I, LLC 12/20/2018 N/A 12,500,000 Applause App Quality, Inc. 9/20/2022 1,509,820 N/A Asset International, Inc. 7/1/2021 1,325,721 1,325,721 Auto Trakk SPV, LLC 12/21/2021 3,827,058 3,827,058 Bisnow, LLC 4/29/2021 1,200,000 1,200,000 Caliber Home Loans, Inc. 6/30/2020 4,444,444 6,666,667 Edmentum, Inc. 6/9/2020 3,368,586 3,368,586 Enerwise Global Technologies, Inc. 11/30/2017 4,000,000 4,000,000 Foursquare Labs, Inc. 6/1/2020 3,750,000 N/A GlassPoint Solar, Inc. 8/1/2020 16,000,000 N/A Hylan Datacom & Electrical, LLC 7/25/2016 N/A 1,247,989 iGM RFE1 B.V. 10/12/2021 N/A 855,935 InMobi, Inc. 12/31/2019 8,299,181 7,500,000 Marketo, Inc. 8/16/2021 1,704,545 1,704,545 Mesa Airlines, Inc. 2/28/2022 N/A 9,268,182 Mesa Airlines, Inc. 12/31/2022 N/A 9,731,591 Patient Point Network Solutions, LLC 6/26/2022 440,474 N/A Pegasus Business Intelligence, LP (Onyx Centersource) 12/20/2021 581,841 671,356 Pulse Secure, LLC 5/1/2022 1,342,516 N/A RM OpCo, LLC (Real Mex) 3/30/2018 188,903 N/A Tradeshift Holdings, Inc. 9/1/2020 9,941,115 N/A VSS-Southern Holdings, LLC 11/3/2020 856,164 856,164 Videology Tech Technologies, LLC 1/10/2020 9,202,379 N/A Xactly Corporation 7/31/2022 1,405,501 N/A Total Unfunded Balances $ 75,213,546 $ 66,674,093 (Unaudited)(unaudited) (Continued)September 30, 2017the Operating Company,SVCP, TCPC Funding, TCPC Funding II, the SBIC, Merger Sub, the Advisor the General Partner and their members and affiliates may be considered related parties. From time to time, the Operating CompanySVCP advances payments to third parties on behalf of the Company which are reimbursable through deductions from distributions to the Company. At September 30, 2017March 31, 2024 and December 31, 2016,2023, no such amounts were outstanding. From time to time, the Advisor advances payments to third parties on behalf of the Company, SVCP and the Operating CompanyMerger Sub and receives reimbursement from the Company and the Operating Company. At September 30, 2017March 31, 2024 and December 31, 2016,2023, amounts reimbursable to the Advisor totaled $1.1$0.1 million and $0.3$0.8 million, respectively, as reflected in the Consolidated Statements of Assets and Liabilities.agreementsagreement between the Administrator and each of the Company and the Operating Company (the “Administration Agreements”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 or the Operating 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 or the Operating Company. For the nine monthsquarters ended September 30, 2017March 31, 2024 and 2016,2023, expenses allocated pursuant to the Administration AgreementsAgreement totaled $1.7$0.6 million and $1.3$0.4 million, respectively.The following table summarizestotalterms of the Merger Agreement, at the Closing, each outstanding share of BCIC’s common stock was converted into the right to receive 0.3834 shares issued and proceeds received(the “Exchange Ratio”) of common stock, par value $0.001 per share of the Company (with BCIC shareholders receiving cash in public offeringslieu of fractional shares of the Company’s common stock net of underwriting discounts and offering costs as well as shares issued in connection with the Company’s dividend reinvestment plan for the nine months ended September 30, 2017: Shares Issued Price Per Share Net Proceeds Shares issued from dividend reinvestment plan 464 $ 16.93 * $ 7,854 April 25, 2017 public offering 5,750,000 16.84 93,597,500 ______________*Weighted-average price per shareThe following table summarizes the total shares issued and proceeds received in public offeringsstock). As a result of the Company’sMerger, the Company issued 27,823,870 shares of its common stock neton March 18, 2024 to former BCIC shareholders, after adjustment for BCIC shareholders receiving cash in lieu of underwriting discounts and offering costs as well as shares issued in connection with the Company’s dividend reinvestment plan for the year ended December 31, 2016: Shares Issued Price Per Share Net Proceeds Shares issued from dividend reinvestment plan 610 $ 15.83 * $ 9,657 2,011,900 15.02 — July 13, 2016 registered direct public offering 2,336,552 15.09 34,958,570 ______________*Weighted-average price per share†Shares issued in connection with the full conversion of the CNO NoteTCP Capital Corp.Notes to Consolidated Financial Statements (Unaudited) (Continued)September 30, 20177. Stockholders’ Equity and Dividends — (continued)ninethree months ended September 30, 2017:Date Declared Record Date Payment Date Type Amount Per Share Total Amount February 22, 2017 March 17, 2017 March 31, 2017 Regular $ 0.36 $ 19,095,084 May 9, 2017 June 16, 2017 June 30, 2017 Regular 0.36 21,165,137 August 3, 2017 September 15, 2017 September 29, 2017 Regular 0.36 21,165,193 $ 1.08 $ 61,425,414
Per
Shareninethree months ended September March 31, 2023:
Per
Share2016:days after the distribution payment date, whichever is sooner (the “last purchase date”), to invest the distribution amount in common stock acquired in open-market purchases. If shares are purchased in the open market with respect to a distribution, the number of shares to be credited to a Participant’s account shall be determined by dividing the dollar amount of the cash distribution otherwise payable to the Participant by the weighted average Market Price per share for all common stock purchased by the Plan Administrator in the open market. If the Plan Administrator is unable to invest the full distribution amount in open-market purchases, or if the market discount shifts to a market premium during the purchase period, the Plan Administrator may cease making open-market purchases and may use any uninvested portion to acquire newly issued shares. Investments in newly issued shares made in this manner would be made pursuant to the same process described above and the date of issue for such newly issued shares will substitute for the distribution payment date. If the Company instructs the Plan Administrator to purchase new shares of common stock when there is a market discount, the shares of common stock will be acquired in accordance with the same terms as outlined above when there is a market premium.Date Declared Record Date Payment Date Type Amount Per Share Total Amount February 24, 2016 March 17, 2016 March 31, 2016 Regular $ 0.36 $ 17,530,963 May 10, 2016 June 16, 2016 June 30, 2016 Regular 0.36 18,254,229 August 9, 2016 September 16, 2016 September 30, 2016 Regular 0.36 19,094,976 $ 1.08 $ 54,880,168 boardBoard of directorsDirectors approved a stock repurchase plan (the “Company Repurchase Plan”) to acquire up to $50.0 million in the aggregate of the Company’s common stock at prices at certain thresholds below the Company’s net asset value per share, in accordance with the guidelines specified in Rule 10b-18 and Rule 10b5-1 of the Securities Exchange Act of 1934.1934 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 November 2, 2017,February 27, 2024, to be in effect through the earlier of two trading days after the Company’s fourthfirst quarter 20172024 earnings release unless further extended or terminated by the Company’s boardBoard of directors,Directors, or such time as the approved $50.0 million repurchase amount has been fully utilized, subject to certain conditions.Thereno share repurchases for the nine months ended September 30, 2017.The following table summarizes the total shares repurchased and amounts paid by the Company under the Company Repurchase Plan including broker fees, for the yearthree months ended DecemberMarch 31, 2016:2024 and 2023. Shares Repurchased Price Per Share Total Cost Company Repurchase Plan 141,896 $ 13.25 * $ 1,879,548 ______________*Weighted-average price per shareTCP Capital Corp.Notes to Consolidated Financial Statements (Unaudited) (Continued)September 30, 2017the three and nine months ended September 30, 2017March 31, 2024 and 2016: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Net increase in net assets applicable to common shareholders resulting from operations $ 14,617,951 $ 20,740,803 $ 54,281,036 $ 53,396,190 Weighted average shares outstanding 58,792,204 52,736,835 56,390,954 50,245,035 Earnings per share $ 0.25 $ 0.39 $ 0.96 $ 1.06 November 2, 2017,April 24, 2024, the Company’s boardBoard of directorsDirectors re-approved the Company Repurchase Plan, to be in effect through the earlier of two trading days after the Company’s fourthsecond quarter 20172024 earnings release or such time as the approved $50.0 million repurchase amount has been fully utilized, subject to certain conditions.November 3, 2017, the Company issued $50 in aggregate principal amount of 4.125% notes due 2022 for proceeds of approximately $49.1 million, net of underwriter discounts and approximately $0.3 million of expenses related to the offering. The notes are a further issuance to the 2022 Notes that the Company issued on August 11, 2017, and are treated as a single series with the existing 2022 Notes under the indenture.On November 7, 2017,May 1, 2024, the Company’s boardBoard of directorsDirectors declared a fourthsecond quarter regular dividend of $0.36$0.34 per share payable on December 29, 2017June 28, 2024 to stockholdersshareholders of record as of the close of business on December 15, 2017.June 14, 2024.(Unaudited)(unaudited) (Continued)September 30, 2017 Nine Months Ended September 30, 2017 2016 Per Common Share Per share NAV at beginning of period $ 14.91 $ 14.78 Investment operations: Net investment income 1.48 1.43 Net realized and unrealized losses (0.22 ) (0.08 ) Incentive allocation reserve and distributions (0.30 ) (0.29 ) Total from investment operations 0.96 1.06 Issuance of common stock 0.13 0.02 Issuance of convertible debt — 0.06 Distributions to common shareholders from: Net investment income (1.08 ) (1.08 ) Per share NAV at end of period $ 14.92 $ 14.84 Per share market price at end of period $ 16.49 $ 16.38 4.0 % 25.3 % 7.3 % 7.7 % Shares outstanding at end of period 58,792,364 53,041,751 (Unaudited)(unaudited) (Continued)
Outstanding(1)
Per Unit(2)
Preference Per Unit(3)
Value Per Unit(4)September 30, 201710. Financial Highlights — (continued) Nine Months Ended September 30, 2017 2016 11.1 % 10.2 % Expenses 7.1 % 6.6 % 9.1 % 8.5 % Ending common shareholder equity $ 877,396,967 $ 787,107,542 Portfolio turnover rate 31.1 % 23.8 % Weighted-average leverage outstanding $ 599,740,024 $ 528,593,078 Weighted-average interest rate on leverage 4.5 % 3.7 % Weighted-average number of common shares 56,390,954 50,245,035 Average leverage per share $ 10.64 $ 10.52 ______________(1)Not annualized.(2)Total return based on market value equals the change in ending market value per share during the period plus declared dividends per share during the period, divided by the market value per share at the beginning of the period.(3)Total return based on net asset value equals the change in net asset value per share during the period plus declared dividends per share during the period, divided by the beginning net asset value per share at the beginning of the period.(4)Annualized, except for incentive allocation.(5)Net of incentive allocation.(6)Includes incentive allocation payable to the General Partner and all Company expenses.NineSeptember 30, 2017Security Net realized gain or loss Net increase or decrease in unrealized appreciation or depreciation 36th Street Capital Partners Holdings, LLC, Membership Units $ — $ 6,818,897 $ — $ 2,362,761 $ 1,876,574 $ (1,612,852 ) $ 9,445,380 36th Street Capital Partners Holdings, LLC, Senior Note, 12%, due 11/1/20 2,814,491 29,203,304 — — 10,323,288 (17,829,721 ) 21,696,871 AGY Holding Corp., Common Stock — — — — — — — AGY Holding Corp., Senior Secured 2nd Lien Notes, 11%, due 11/15/16 764,610 9,268,000 — — — — 9,268,000 AGY Holding Corp., Senior Secured Delayed Draw Term Loan, 12%, due 9/15/18 95,472 1,049,147 — (1 ) — — 1,049,146 AGY Holding Corp., Senior Secured Term Loan, 12%, due 9/15/16 443,133 4,869,710 — (133 ) — — 4,869,577 Anacomp, Inc., Class A Common Stock — 1,205,306 — 50,221 — — 1,255,527 Conergy Asia Holdings Limited, Class B Shares 0 0 — 7,900 1,000,000 1,007,900 Conergy Asia Holdings Limited, Ordinary Shares 0 0 — — 7,833,333 (6,005,729 ) 1,827,604 Edmentum Ultimate Holdings, LLC, Junior PIK Notes, 10%, due 6/9/20 1,123,796 12,101,483 — (2,034,497 ) 1,106,331 — 11,173,317 Edmentum Ultimate Holdings, LLC, Senior PIK Notes, 8.5%, due 6/9/20 190,177 2,846,246 — — 187,429 — 3,033,675 Edmentum, Inc., Junior Revolving Facility, 5%, due 6/9/20 78,261 — — — 3,368,589 (3,368,589 ) — Edmentum Ultimate Holdings, LLC, Class A Common Units — 1,123,591 — (1,121,996 ) — — 1,595 EPMC HoldCo, LLC, Membership Units — 210,035 — — — — 210,035 Essex Ocean II, LLC, Membership Units — 159,045 — (159,045 ) — — — Globecomm Systems Inc., Senior Secured 1st Lien Term Loan, LIBOR + 7.625%, 1.25% LIBOR Floor, due 12/11/18 973,215 14,480,002 — (1,033,747 ) 373 (37,320 ) 13,409,308 Iracore International Holdings, Inc., Senior Secured 1st Lien Term Loan, LIBOR + 9%, 1% LIBOR Floor, due 4/13/21 91,711 — — — 1,900,733 — 1,900,733 Iracore Investments Holdings, Inc., Class A Common Stock — — — (1,143,868 ) 4,177,710 — 3,033,842 KAGY Holding Company, Inc., Series A Preferred Stock — 4,607,246 — 6,414,295 — 11,021,541 Kawa Solar Holdings Limited, Bank Guarantee Credit Facility, 8.2% Cash + 3.5% PIK, due 7/2/17 1,614,803 21,276,653 — (771,618 ) 267,919 (4,072,441 ) 16,700,513 Kawa Solar Holdings Limited, Revolving Credit Facility, 8.2%, due 7/2/17 291,522 4,000,000 — — 2,072,441 — 6,072,441 Kawa Solar Holdings Limited, Ordinary Shares — — — — — — — Kawa Solar Holdings Limited, Series B Preferred Shares — 1,395,350 — (1,395,340 ) 233 — 243 RM Holdco, LLC, Equity Participation — — — — — — — RM Holdco, LLC, Membership Units 94,458 — — — — — — RM OpCo, LLC, Senior Secured 1st Lien Term Loan Tranche A, 7%, due 3/21/16 259,194 4,871,284 — — 20,813 — 4,892,097 RM OpCo, LLC, Senior Secured 2nd Lien Term Loan Tranche B, 8.5%, due 3/30/18 644,597 3,154,770 — (3,799,525 ) 644,755 — — RM OpCo, LLC, Senior Secured 2nd Lien Term Loan Tranche B-1, 8.5%, due 3/30/18 203,774 3,049,555 — (576,038 ) 203,055 — 2,676,572 RM OpCo, LLC, Convertible 2nd Lien Term Loan Tranche B-1, 8.5%, due 3/30/18 129,857 1,943,371 — (367,088 ) 129,400 — 1,705,683 RM OpCo, LLC, Senior Convertible 2nd Lien Term Loan B, 8.5%, due 3/30/18 367,755 4,251,368 — — 2,238,735 — 6,490,103 United N659UA-767, LLC (N659UA) 119,856 3,191,938 — 62,801 (271,381 ) 2,983,358 United N661UA-767, LLC (N661UA) 103,515 3,266,101 — 78,880 (287,722 ) 3,057,259 Wasserstein Cosmos Co-Invest, L.P., Limited Partnership Units — 1,530,000 — (1,529,500 ) — — 500 ______________
Interest (2)
December 31, 2023
gain or loss
or decrease
in unrealized
appreciation
or depreciation
March 31, 2024(1)The issuers of the securities listed on this schedule are considered affiliates under the Investment Company Act of 1940 due to the ownership by the Company of 5% or more of the issuers' voting securities.(2)Also includes fee and lease income as applicable(3)Acquisitions include new purchases, PIK income and amortization of original issue and market discounts.(4)Dispositions include decreases in the cost basis from sales, paydowns, mortgage amortizations and aircraft depreciation.Year(Unaudited)DecemberMarch 31, 2016Security Net realized gain or loss Net increase or decrease in unrealized appreciation or depreciation 36th Street Capital Partners Holdings, LLC, Membership Units $ — $ 225,000 $ — $ — $ 6,593,897 $ — $ 6,818,897 36th Street Capital Partners Holdings, LLC, Subordinated Promissory Note, 12%, due 11/1/20 1,921,851 900,000 — — 28,303,304 — 29,203,304 AGY Holding Corp., Senior Secured 2nd Lien Notes, 11%, due 11/15/16 1,019,480 9,268,000 — — — — 9,268,000 AGY Holding Corp., Senior Secured Delayed Draw Term Loan, 12%, due 9/15/18 20,074 — — — 1,049,147 — 1,049,147 AGY Holding Corp., Senior Secured Term Loan, 12%, due 9/15/16 594,088 4,869,577 — — 133 — 4,869,710 Anacomp, Inc., Class A Common Stock — 1,581,964 — (376,658 ) — — 1,205,306 Edmentum Ultimate Holdings, LLC, Junior PIK Notes, 10%, due 6/9/20 1,381,227 11,343,490 — (605,002 ) 1,362,995 — 12,101,483 Edmentum Ultimate Holdings, LLC, Senior PIK Notes, 8.5%, due 6/9/20 236,640 2,612,408 — — 233,838 — 2,846,246 Edmentum, Inc., Junior Revolving Facility, 5%, due 6/9/20 51,210 — — — 2,762,241 (2,762,241 ) — Edmentum Ultimate Holdings, LLC, Class A Common Units — 680,218 — — 443,373 — 1,123,591 EPMC HoldCo, LLC, Membership Units — 682,614 417,445 (472,579 ) 0 (417,445 ) 210,035 Essex Ocean II, LLC, Membership Units — 200,686 — 54,390 0 (96,031 ) 159,045 Globecomm Systems Inc., Senior Secured 1st Lien Term Loan, LIBOR + 7.625%, 1.25% LIBOR Floor, due 12/11/18 1,316,646 14,256,233 — 371,555 1,493 (149,279 ) 14,480,002 KAGY Holding Company, Inc., Series A Preferred Stock — 6,118,515 — (1,511,269 ) 0 — 4,607,246 Kawa Solar Holdings Limited, Bank Guarantee Credit Facility, 8.2% Cash + 3.5% PIK, due 7/2/17 2,475,897 25,000,000 — — (3,723,347 ) — 21,276,653 Kawa Solar Holdings Limited, Revolving Credit Facility, 8.2%, due 7/2/17 93,425 — — — 4,000,000 — 4,000,000 Kawa Solar Holdings Limited, Ordinary Shares — — — — — — — Kawa Solar Holdings Limited, Series B Preferred Shares — — — — 1,395,350 — 1,395,350 N659UA Aircraft Secured Mortgage, 12%, due 2/28/16 4,554 318,980 — (5,665 ) — (313,315 ) — N661UA Aircraft Secured Mortgage, 12%, due 5/4/16 11,822 570,303 — (12,619 ) — (557,684 ) — N913DL Aircraft Secured Mortgage, 8%, due 3/15/17 2,322 115,617 — (1,421 ) — (114,196 ) — N918DL Aircraft Secured Mortgage, 8%, due 8/15/18 5,109 237,494 — (4,275 ) — (233,219 ) — N954DL Aircraft Secured Mortgage, 8%, due 3/20/19 7,829 342,734 — (6,180 ) — (336,554 ) — N955DL Aircraft Secured Mortgage, 8%, due 6/20/19 8,463 369,162 — (6,930 ) — (362,232 ) — N956DL Aircraft Secured Mortgage, 8%, due 5/20/19 8,365 365,197 — (6,817 ) — (358,380 ) — N957DL Aircraft Secured Mortgage, 8%, due 6/20/19 8,537 372,392 — (6,991 ) — (365,401 ) — N959DL Aircraft Secured Mortgage, 8%, due 7/20/19 8,708 379,522 — (7,161 ) — (372,361 ) — N960DL Aircraft Secured Mortgage, 8%, due 10/20/19 9,289 403,869 — (7,700 ) — (396,169 ) — N961DL Aircraft Secured Mortgage, 8%, due 8/20/19 9,028 393,115 — (7,448 ) — (385,667 ) — N976DL Aircraft Secured Mortgage, 8%, due 2/15/18 4,636 218,321 — (3,635 ) — (214,686 ) — N913DL Equipment Trust Beneficial Interests 491,371 107,501 211,982 (23,336 ) — (296,147 ) — N918DL Equipment Trust Beneficial Interests 8,483 127,662 89,515 (41,618 ) — (175,559 ) — N954DL Equipment Trust Beneficial Interests 8,743 77,850 (17,833 ) 17,495 — (77,512 ) — N955DL Equipment Trust Beneficial Interests 8,278 108,100 (40,649 ) (16,055 ) — (51,396 ) — N956DL Equipment Trust Beneficial Interests 8,362 104,478 (36,257 ) (12,484 ) — (55,737 ) — N957DL Equipment Trust Beneficial Interests 8,249 105,329 (43,849 ) (12,913 ) — (48,567 ) — N959DL Equipment Trust Beneficial Interests 8,139 106,203 (51,380 ) (13,363 ) — (41,460 ) — N960DL Equipment Trust Beneficial Interests 7,785 105,937 (76,964 ) (11,434 ) — (17,539 ) — N961DL Equipment Trust Beneficial Interests 7,976 101,487 (65,354 ) (7,469 ) — (28,664 ) — N976DL Equipment Trust Beneficial Interests 8,635 100,793 110,531 (12,825 ) — (198,499 ) — RM Holdco, LLC, Equity Participation — — — — — — — RM Holdco, LLC, Membership Units 251,887 — — — — — — RM OpCo, LLC, Senior Secured 1st Lien Term Loan Tranche A, 7%, due 3/21/16 328,902 3,719,155 — 281,896 870,233 — 4,871,284 RM OpCo, LLC, Senior Secured 2nd Lien Term Loan Tranche B, 8.5%, due 3/30/18 804,739 4,490,993 — (2,135,114 ) 798,891 — 3,154,770 RM OpCo, LLC, Senior Secured 2nd Lien Term Loan Tranche B-1, 8.5%, due 3/30/18 253,440 2,797,956 — — 251,599 — 3,049,555 RM OpCo, LLC, Convertible 2nd Lien Term Loan Tranche B-1, 8.5%, due 3/30/18 165,193 1,783,036 — (3,685 ) 164,020 — 1,943,371 RM OpCo, LLC, Senior Convertible 2nd Lien Term Loan B, 8.5%, due 3/30/18 248,959 2,188,233 — — 2,063,135 — 4,251,368 United N659UA-767, LLC (N659UA) 456,168 3,368,599 — (284,572 ) — 107,911 3,191,938 United N661UA-767, LLC (N661UA) 549,091 3,294,024 — (341,679 ) — 313,756 3,266,101 Wasserstein Cosmos Co-Invest, L.P., Limited Partnership Units — 4,198,500 — (2,668,500 ) — — 1,530,000 ______________
or Interest (2)
December 31, 2023
gain or loss
or decrease
in unrealized
appreciation
or depreciation
March 31, 2024
(2)(1)The issuers of the securities listed on this schedule are considered affiliates under the Investment Company Act of 1940 due to the ownership by the Company of 5% or more of the issuers’ voting securities.(2)Also includes fee and lease income as applicable.(3)Acquisitions include new purchases, PIK income and amortization of original issue and market discounts.(4)Dispositions include decreases in the cost basis from sales, paydowns, mortgage amortizations and aircraft depreciation.
Interest (2)
December 31, 2022
gain or loss
or decrease
in unrealized
appreciation
or depreciation
December 31, 2023
(2)
or Interest (2)
December 31, 2022
gain or loss
or decrease
in unrealized
appreciation
or depreciation
December 31, 2023September 30, 2017InvestmentAcquisition DateActifio,, Warrants to Purchase Series F (OTC) Preferred Stock5/5/17Avanti Communications Group, PLC (144A), Senior New Money Initial Note, 10%, due 10/1/211/26/17Avanti Communications Group, PLC (144A), Senior Second-Priority PIK Toggle Note, 10%, due 10/1/211/26/17Avanti Communications Group, PLC (144A), Senior Secured Third-Priority Note, 12%, due 10/1/231/26/17Caribbean Financial Group, Senior Secured Notes, 11.5%, due 11/15/1910/19/12Epic Aero, Inc. (One Sky), Warrants to Purchase Common Stock12/4/13Findly Talent, LLC, Membership Units1/1/14Fuse Media, LLC,8/3/12GACP I, LP, Membership Units10/1/15GlassPoint Solar,Series C-1 PreferredCommon Stock2/7/17Gogo Intermediate Holdings, LLC, Senior Secured Notes, 12.5%, due 7/1/226/9/16Green Biologics, Inc., Convertible Note, 10% PIK, due 6/30/197/12/17Green Biologics, Inc., Warrants to Purchase Stock12/22/14Lions Holdings, Inc., (BPA), Series A Warrants to Purchase Common Stock7/14/17Lions Holdings, Inc., (BPA), Series B Warrants to Purchase Common Stock7/14/17Nanosys,CommonSeries E Preferred Stock (Strike Price $28.58)3/29/16NEG Parent, LLC (CORE Entertainment,), Class A UnitsCommon Shares10/17/16NEG Parent,(CORE Entertainment, Inc.), Class AUnitsClass AMembership Units10/17/16NEG Parent, LLC (CORE Entertainment, Inc.)Class B Warrants to Purchase Class A UnitsCommon Stock10/17/16NEXTracker, Inc., Series B Preferred Stock12/17/14NEXTracker, Inc., Series C Preferred Stock6/12/15Shop Holding, LLC (Connexity), Class A Units6/2/11Soraa,CommonSeries D Preferred Stock8/29/14STG-Fairway(First Advantage),(Suco Investors, LP) Warrants to Purchase Class A Units12/30/1012/22/15V Telecom Investment S.C.A. (Vivacom), Common Shares11/9/122016InvestmentAcquisition DateAvanti Communications Group, PLC, Senior Secured Notes, 10%, due 10/1/1926/133/20BlackLine Intermediate,9/25/13Boomerang Tube Holdings, Inc., Common Stock2/2/16Caribbean Financial Group, Senior Secured Notes, 11.5%, due 11/15/1910/19/12Epic Aero, Inc. (One Sky), Warrants to Purchase Common Stock12/4/13Findly Talent, LLC, Membership Units1/1/14Fuse Media, LLC, Warrants to Purchase Common Stock8/3/12Fuse, LLC, Senior Secured Notes, 10.375%, due 7/1/196/18/14GACP I, LP, Membership Units10/1/15Gogo Intermediate Holdings, LLC, Senior Secured Notes, 12.5%, due 7/1/226/9/16Green Biologics, Inc., Warrants to Purchase Stock12/22/14InMobi, Inc., Warrants to Purchase Stock9/18/15Integra Telecom, Inc., Common Stock11/19/09Integra Telecom, Inc., Warrants11/19/09Iracore Inc., Senior Secured Notes, 9.5%, due 6/1/185/8/13Magnolia Finance V plc, Asset-Backed Credit Linked Notes, 13.125%, due 8/2/218/1/13Marsico Holdings, LLC, Common Interest Units9/10/12Nanosys, Inc., Warrants to Purchase Common Stock3/29/16NEG Parent, LLC, Class A Units10/17/16NEG Parent, LLC, Class AClass A UnitsCommon Stock10/17/16NEG Parent, LLC, Class B Warrants to Purchase Class A Units10/17/16NEG Parent, LLC, Class P Units10/17/16NEXTracker, Inc., Series B Preferred Stock12/17/14NEXTracker, Inc., Series C Preferred Stock6/12/15Rightside Group, Ltd., Warrants8/6/14Shop Holding, LLC (Connexity), Class A Units6/2/11Soasta,FE Preferred Stock (Strike Price $20.01)3/4/16CommonPreferred StockSTG-Fairway Holdings,(First Advantage),(Suco Investors, LP) Warrants to Purchase Class A Units12/30/10Trade Finance Funding I, Ltd., Secured Class B Notes, 10.75%, due 11/13/1811/13/13Utilidata,12/22/15V Telecom Investment S.C.A. (Vivacom)SharesStock11/9/12Waterfall International,BA-1 Preferred Stock9/16/15Waterfall International,9/16/15TCP Capital Corp.Consolidating Statement of Assets and Liabilities (Unaudited)September 30, 2017 Eliminations Assets Investments, at fair value: Companies less than 5% owned $ — $ 1,389,967,667 $ — $ 1,389,967,667 Companies 5% to 25% owned — 74,735,725 — 74,735,725 Companies more than 25% owned — 64,047,095 — 64,047,095 Investment in subsidiary 1,243,969,860 — (1,243,969,860 ) — Total investments 1,243,969,860 1,528,750,487 (1,243,969,860 ) 1,528,750,487 Cash and cash equivalents — 71,929,885 — 71,929,885 Accrued interest income — 19,850,090 — 19,850,090 Receivable for investments sold — 13,414,257 — 13,414,257 Deferred debt issuance costs — 3,664,315 — 3,664,315 Prepaid expenses and other assets 512,789 3,993,300 — 4,506,089 Total assets 1,244,482,649 1,641,602,334 (1,243,969,860 ) 1,642,115,123 Liabilities Debt, net of unamortized issuance costs 363,128,121 302,249,986 — 665,378,107 Payable for investment securities purchased — 85,545,089 — 85,545,089 Incentive allocation payable — 5,513,546 — 5,513,546 Interest payable 2,921,146 1,605,509 — 4,526,655 Payable to the Advisor 424,942 669,307 — 1,094,249 Unrealized depreciation on swaps — 470,202 — 470,202 Accrued expenses and other liabilities 611,473 1,578,835 — 2,190,308 Total liabilities 367,085,682 397,632,474 — 764,718,156 Net assets $ 877,396,967 $ 1,243,969,860 $ (1,243,969,860 ) $ 877,396,967 Composition of net assets Common stock $ 58,792 $ — $ — $ 58,792 Additional paid-in capital 1,038,026,254 1,273,621,817 (1,273,621,817 ) 1,038,026,254 Accumulated deficit (160,688,079 ) (29,651,957 ) 29,651,957 (160,688,079 ) Net assets $ 877,396,967 $ 1,243,969,860 $ (1,243,969,860 ) $ 877,396,967 TCP Capital Corp.Consolidating Statement of Assets and LiabilitiesDecember 31, 2016 Eliminations Assets Investments, at fair value: Companies less than 5% owned $ — $ 1,175,097,468 $ — $ 1,175,097,468 Companies 5% to 25% owned — 69,355,808 — 69,355,808 Companies more than 25% owned — 70,516,594 — 70,516,594 Investment in subsidiary 1,031,709,637 — (1,031,709,637 ) — Total investments 1,031,709,637 1,314,969,870 (1,031,709,637 ) 1,314,969,870 Cash and cash equivalents — 53,579,868 — 53,579,868 Accrued interest income — 13,692,194 — 13,692,194 Deferred debt issuance costs — 3,828,784 — 3,828,784 Prepaid expenses and other assets 371,466 1,156,279 — 1,527,745 Total assets 1,032,081,103 1,387,226,995 (1,031,709,637 ) 1,387,598,461 Liabilities Debt, net of unamortized issuance costs 237,871,436 333,787,426 — 571,658,862 Payable for investment securities purchased — 12,348,925 — 12,348,925 Interest payable 2,298,333 2,715,380 — 5,013,713 Incentive allocation payable — 4,716,834 — 4,716,834 Payable to the Advisor — 325,790 — 325,790 Accrued expenses and other liabilities 975,343 1,623,003 — 2,598,346 Total liabilities 241,145,112 355,517,358 — 596,662,470 Net assets $ 790,935,991 $ 1,031,709,637 $ (1,031,709,637 ) $ 790,935,991 Composition of net assets Common stock $ 53,042 $ — $ — $ 53,042 Additional paid-in capital 944,426,650 1,180,024,317 (1,180,024,317 ) 944,426,650 Accumulated deficit (153,543,701 ) (148,314,680 ) 148,314,680 (153,543,701 ) Net assets $ 790,935,991 $ 1,031,709,637 $ (1,031,709,637 ) $ 790,935,991 TCP Capital Corp.Consolidating Statement of Operations (Unaudited)Nine Months Ended September 30, 2017 Eliminations Investment income Interest income: Companies less than 5% owned $ — $ 117,016,921 $ — $ 117,016,921 Companies 5% to 25% owned — 5,365,553 — 5,365,553 Companies more than 25% owned — 4,720,816 — 4,720,816 Dividend income: Companies less than 5% owned — 16,627 — 16,627 Lease income: Companies more than 25% owned — 223,370 — 223,370 Other income: Companies less than 5% owned — 1,424,831 — 1,424,831 Companies 5% to 25% owned — 94,458 — 94,458 Total investment income — 128,862,576 — 128,862,576 Operating expenses Interest and other debt expenses 11,710,817 12,152,883 — 23,863,700 Management and advisory fees — 15,624,277 — 15,624,277 Administration expenses — 1,730,638 — 1,730,638 Legal fees, professional fees and due diligence expenses 434,665 692,722 — 1,127,387 Director fees 140,292 281,816 — 422,108 Insurance expense 109,058 218,667 — 327,725 Custody fees 2,626 241,801 — 244,427 Other operating expenses 729,707 1,306,669 — 2,036,376 Total operating expenses 13,127,165 32,249,473 — 45,376,638 Net investment income (loss) (13,127,165 ) 96,613,103 — 83,485,938 Net realized and unrealized loss on investments and foreign currency Net realized loss: Investments in companies less than 5% owned — (11,540,457 ) — (11,540,457 ) Net realized loss — (11,540,457 ) — (11,540,457 ) Change in net unrealized appreciation/depreciation — (967,257 ) — (967,257 ) Net realized and unrealized loss — (12,507,714 ) — (12,507,714 ) Net increase (decrease) in net assets from operations (13,127,165 ) 84,105,389 — 70,978,224 Interest in earnings of subsidiary 67,408,201 — (67,408,201 ) — Distributions of incentive allocation to the General Partner from net investment income — — (16,697,188 ) (16,697,188 ) Net increase in net assets applicable to common equityholders resulting from operations $ 54,281,036 $ 84,105,389 $ (84,105,389 ) $ 54,281,036 TCP Capital Corp.Consolidating Statement of Operations (Unaudited)Nine Months Ended September 30, 2016 Eliminations Investment income Interest income: Companies less than 5% owned $ — $ 99,016,633 $ — $ 99,016,633 Companies 5% to 25% owned — 4,982,075 — 4,982,075 Companies more than 25% owned — 1,915,981 — 1,915,981 Lease income: Companies more than 25% owned — 1,496,869 — 1,496,869 Other income: Companies less than 5% owned — 1,241,885 — 1,241,885 Total investment income — 108,653,443 — 108,653,443 Operating expenses Interest and other debt expenses 5,819,334 11,758,525 — 17,577,859 Management and advisory fees — 13,976,545 — 13,976,545 Legal fees, professional fees and due diligence expenses 973,172 811,002 — 1,784,174 Administration expenses — 1,267,815 — 1,267,815 Director fees 97,295 198,191 — 295,486 Insurance expense 90,345 190,230 — 280,575 Custody fees 2,625 229,221 — 231,846 Other operating expenses 708,438 861,548 — 1,569,986 Total expenses 7,691,209 29,293,077 — 36,984,286 Net investment income (loss) (7,691,209 ) 79,360,366 — 71,669,157 Net realized and unrealized gain (loss) on investments and foreign currency Net realized gain (loss): Investments in companies less than 5% owned — (4,490,140 ) — (4,490,140 ) Investments in companies 5% to 25% owned — 417,446 — 417,446 Investments in companies more than 25% owned — 79,742 — 79,742 Net realized loss — (3,992,952 ) — (3,992,952 ) Change in net unrealized appreciation/depreciation — 53,816 — 53,816 Net realized and unrealized loss — (3,939,136 ) — (3,939,136 ) Net increase (decrease) in net assets from operations (7,691,209 ) 75,421,230 — 67,730,021 Interest in earnings of subsidiary 61,087,399 — (61,087,399 ) — Distributions of incentive allocation to the General Partner from net investment income — — (14,333,831 ) (14,333,831 ) Net increase in net assets applicable to common equityholders resulting from operations $ 53,396,190 $ 75,421,230 $ (75,421,230 ) $ 53,396,190 “Holding Company”). For simplicity, this report uses the terms “Company,” “we,” “us” andor “our” to include the Holding Company and, where appropriate in the context, Special Value Continuation Partners, LP (the “Operating Company”), on a consolidated basis.formerly known as TCP Capital Corp. The forward-looking statements contained in this report involve a number of risks and uncertainties, including statements concerning:adviseradvisor to locate suitable investments for us and to monitor and administer our investments; andcompany.company; and
•annualquarterly 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. Holding Company is a Delaware corporation formed on April 2, 2012 and is an externally managed, closed-end, non-diversified management investment company. The Holding Company was formed through the conversion of a pre-existing closed-end investment company. The Holding Company elected to be treatedregulated 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. InvestmentCertain investment operations are conducted either inthrough the Company’s wholly-owned subsidiaries, Special Value Continuation Partners LP,LLC, a Delaware Limited Partnership (the “Operating Company”limited liability company (“SVCP”), of which the Holding Company owns 100% of the common limited partner interests, or in one of the Operating Company’s wholly-owned subsidiaries, TCPC Funding I, LLC (“TCPC Funding”) and, TCPC Funding II, LLC ("TCPC Funding II") TCPC SBIC, LP, a Delaware limited partnership (the “SBIC”) and BCIC Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of SVCP (“Merger Sub”). The Operating Company has alsoSVCP was organized as a limited partnership and had elected to be treatedregulated as a BDC under the 1940 Act. The General PartnerAct 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 Operating Company is1934 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”), which also serves as the administrator (the “Administrator”) of the Holding Company and the Operating Company. The managing member of SVOF/MM is Tennenbaum Capital Partners, LLC (the “Advisor”), which serves as the investment manager to the Holding Company, the Operating Company, TCPC Funding, TCPC Funding II and the SBIC. The equity interests inOn August 1, 2018, the General Partner areAdvisor merged with and into a wholly owned directly bysubsidiary of BlackRock Capital Investment Advisors, LLC, an indirect wholly owned subsidiary of BlackRock, Inc. with the Advisor.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. Holding Company has elected to be treated as a regulated investment company (“RIC”) for U.S. federal income tax purposes. As a RIC, the Holding 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. The Operating Company, TCPC Funding, TCPC Funding II and the SBIC have elected to be treated as partnerships for U.S. federal income tax purposes.$116.0$300.0 million in available debt under a senior secured revolving, multi-currency credit facility issued by the Operating CompanySVCP (the “SVCP Revolver”“Operating Facility”), $350.0$200.0 million in available debt under a senior secured revolving credit facility issued by TCPC Funding (the “TCPC II (“Funding Facility”Facility II”), $108.0 million in convertibleamounts outstanding under a senior unsecured notessecured revolving credit facility originally issued by the Holding Company maturing in 2019 (the “2019 Convertible Notes”BCIC and assumed by Merger Sub ("Merger Sub Facility"), $140.0 million in convertible senior unsecured notes issued by the Holding Company maturing in 2022 (the “2022 Convertible Notes”), $125.0$250.0 million in senior unsecured notes issued by the Holding Company maturing in 20222024 (the “2022“2024 Notes”), unsecured notes due December 2025 originally issued by BCIC and assumed by Merger Sub (the "2025 Notes"), $325.0 million in senior unsecured notes issued by the Company maturing in 2026 (the “2026 Notes”) and $150.0$160.0 million in committed leverage from the SBA (the “SBA Program” and, together with the SVCP Revolver, the TCPCOperating Facility, Funding Facility II, Merger Sub Facility, the 2019 Convertible2024 Notes, the 2022 Convertible2025 Notes and the 20222026 Notes, the “Leverage Program”).stockholdersshareholders 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 stockholdersshareholders provided that we satisfy those requirements.September 30, 2017, 87.4%March 31, 2024, 81.4% of our total assets were invested in qualifying assets.Series H of SVOF/MM, LLC (the “Administrator”)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 Holding Company’s common stockholdersshareholders indirectly bear all of the costs and expenses of the Holding Company, the Operating Company,SVCP, TCPC Funding II, the SBIC and the SBIC)Merger Sub), which may include those relating to:stockholders,shareholders, including printing costs;Theprovidesprovided 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.arrears; provided, however, that, effective as of February 9, 2019, the base management fee was 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.Limited PartnershipInvestment Advisory Agreement each provide that the Advisor or its affiliates may be entitled to incentive compensation under certain circumstances. According to the terms of such agreements, no incentive compensation was incurred prior to January 1, 2013. Beginning January 1, 2013,Under the previous investment management agreement, dated February 9, 2019, and as continued under the Amended and Restated Investment Advisory Agreement, 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 with each component being subjectthrough 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 athe extent the cumulative total return requirement of 8% ofthe Company after incentive compensation and including such payment would equal or exceed a 7% annual return on daily weighted-average contributed common equity annually. The incentive compensation is payable to the General Partner by the Operating Company pursuant to the Amended and Restated Limited Partnership Agreement. If the Operating Company is terminated or for any other reason incentive compensation is not paid by the Operating Company, it would be paid pursuant to the investment management agreement between us and the Advisor.equity. The determination of incentive compensation is subject to limitations under the 1940 Act and the Investment Advisers Act.adoptedand procedures reviewed and approved by our board of directors.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).remainingoriginal maturities within 90 daysof generally three months or less are generally valued at amortized cost, which approximates fair value. Debt and equity securities for which market quotations are not readily available, which is the case for many of our investments, or for which market quotations are deemed not to represent fair value, are valued at fair value using a consistently applied valuation process in accordance with our documented valuation policy that has beenpolicies and procedures reviewed and approved by our board of directors, who also approve in good faith the valuation of such securities as ofValuation Committee. The policies were adopted by the end of each quarter.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.approvedadopted by our board of directorsthe 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:AdvisorValuation Designee provide recent portfolio company financial statements and other reporting materials to independent valuation firms approved by our board of directors.the Valuation Committee.Advisor.Valuation Designee.AdvisorValuation Designee in good faith in accordance with our valuation policy without the employment of an independent valuation firm.audit committee of the board of directors discusses the valuations, and the board of directors approvesValuation Designee determines the fair value of the remainder of investments in our portfolio in good faith based on the input of the Advisor,Valuation Committee and the respective independent valuation firms (to the extent applicable) and the audit committee of the board of directors.firms.aone or more methodologies, including the market approach, anthe income approach, or both approaches,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 valuationwethe 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 comparables,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 comparables,comparable, our principal market (as the reporting entity) and enterprise values.September 30, 2017, less than 0.1%March 31, 2024, 0.0% of our investments were categorized as Level 1, 9.9%1.4% were categorized as Level 2, 89.9%98.5% were categorized as Level 3 investments valued based on valuations by independent third partythird-party sources, and 0.1% were categorized as Level 3 investments valued based on valuations by the Advisor.2016, none2023, 0.0% of our investments were categorized as Level 1, 8.4%3.0% were categorized as Level 2, 91.5%96.9% were categorized as Level 3 investments valued based on valuations by independent third partythird-party sources, and 0.1% were categorized as Level 3 investments valued based on valuations by the Advisor.basis.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.September 30, 2017,March 31, 2024, we invested approximately $245.7$607.0 million, of which $587.0 million of investments were acquired as a result of the Merger, which were comprised of 95.8% in senior secured loans, 3.1% in unsecured ornine4 new and seven3 existing portfolio companies, as well as draws made on existing commitments and PIK received on prior investments. Of these investments, 97.6%$18.9 million, or 94.5% of total acquisitions, were in senior secured debt comprised of senior secured loans ($236.3loans. The remaining $1.1 million or 96.2%(5.5% of total acquisitions) and senior secured notes ($3.4 million, or 1.4% of total acquisitions). The remaining $6.0 million (2.4% of total acquisitions) werewas comprised of equity investments including $2.8 million in equity interests in two portfolios of debt and lease assets and warrants received in connection with a debt investment.investments. Additionally, we received approximately $158.1$24.3 million in proceeds from sales or repayments of investments during the three months ended September 30, 2017.September 30, 2016,March 31, 2023, we invested approximately $146.6$76.0 million, comprised of new investments in eight8 new and five2 existing portfolio companies, as well as draws made on existing commitments and PIK received on prior investments. Of these investments, 96.2%$75.1 million, or 98.8% of total acquisitions, were in senior secured debt comprised of senior secured loans ($133.4loans. The remaining $0.9 million or 91.0%(1.2% of total acquisitions) and senior secured notes ($7.7 million, or 5.2% of total acquisitions). The remaining $5.5 million (3.8% of total acquisitions) werewas comprised of equity interests in two portfolios of debt and lease assets.investments. Additionally, we received approximately $108.2$19.3 million in proceeds from sales or repayments of investments during the three months ended September 30, 2016.During the nine months ended September 30, 2017, we invested approximately $652.4 million, comprised of new investments in 22 new and 17 existing portfolio companies, as well as draws made on existing commitments and PIK received on prior investments. Of these investments, 97.2% were in senior secured debt comprised of senior secured loans ($613.5 million, or 94.0% of total acquisitions) and senior secured notes ($20.8 million, or 3.2% of total acquisitions). The remaining $18.1 million (2.8% of total acquisitions) were comprised of equity investments including $13.9 million in equity interests in two portfolios of debt and lease assets, and warrants received in connection with five debt investments. Additionally, we received approximately $434.1 million in proceeds from sales or repayments of investments during the nine months ended September 30, 2017.During the nine months ended September 30, 2016, we invested approximately $379.8 million, comprised of new investments in 17 new and 11 existing portfolio companies, as well as draws made on existing commitments and PIK received on prior investments. Of these investments, 95.1% were in senior secured debt comprised of senior secured loans ($313.7 million, or 82.6% of total acquisitions) and senior secured notes ($47.3 million, or 12.5% of total acquisitions). The remaining $18.7 million (4.9% of total acquisitions) were comprised of $17.8 million in equity interests in two portfolios of debt and lease assets, as well as $0.9 million in two warrant positions received in connection with debt investments. Additionally, we received approximately $294.2 million in proceeds from sales or repayments of investments during the nine months ended September 30, 2016.September 30, 2017,March 31, 2024, our consolidated investment portfolio of $1,528.8$2,116.4 million (at fair value) consisted of 97157 portfolio companies and was invested 95.7%92.3% in debt investments, substantially all of which wasprimarily in senior secured89.7%89.0% in senior secured loans, 6.0%2.4% in senior secured notes, 0.9% in unsecured debt and 4.3%7.7% in equity investments. Our average portfolio company investment at fair value was approximately $15.8$13.5 million. Our largest portfolio company investment bybased on fair value was approximately $45.5 million4.7% of our portfolio and our five largest portfolio company investments bybased on fair value comprised approximately 13.6%16.4% of our portfolio at September 30, 2017.2016,2023, our investment portfolio of $1,315.0$1,554.9 million (at fair value) consisted of 90142 portfolio companies and was invested 95.0%89.3% in debt investments, substantially all of which wasprimarily in senior secured debt. In aggregate, our investment portfolio was invested 83.7%86.0% in senior secured loans, 11.3%3.3% in senior secured notes and 5.0%10.7% in equity investments. Our average portfolio company investment at fair value was approximately $14.6$11.0 million. Our largest portfolio company investment bybased on fair value was approximately $46.2 million6.6% of our portfolio and our five largest portfolio company investments bybased on fair value comprised approximately 14.1%19.8% of our portfolio at December 31, 2016.September 30, 2017March 31, 2024 was as follows:
Total
InvestmentsIndustryPercent of TotalInvestments Publishing16.4Computer Systems Design and Related8.6Data Processing and Hosting5.2Credit (Nondepository)5.1Air Transportation3.6Advertising, Public Relations and Marketing3.6Business Support3.5Lessors of Nonfinancial Licenses3.2Management, Scientific, and Technical Consulting Services3.1Hospitals2.9Pharmaceuticals2.8Scientific Research and Development Services2.7Credit Related Activities2.6Chemicals2.5Other ActivitiesManagement and Development2.5Insurance2.4Equipment Leasing2.0%Other Telecommunications2.0Utility System Construction1.9%Other Information Services1.9%Other Publishing1.9%Textile Furnishings Mills1.8%Other Manufacturing1.7%Amusement and Recreation1.6%Wholesalers1.4%Real Estate Leasing1.2%Apparel Manufacturing1.2%Financial Investment Activities1.1%Restaurants1.0%Retail1.0%Educational Support Services0.9%Building Equipment Contractors0.9%Communications Equipment Manufacturing0.9%Other4.9%Total100.0%theour debt securities in our portfolio was 10.95%14.1% at September 30, 2017March 31, 2024 and 10.92%14.1% at December 31, 2016.2023. The weighted average effective yield of our total portfolio was 13.4% at March 31, 2024 and 13.3% at December 31, 2023. At September 30, 2017, 88.8%March 31, 2024, 97.1% of debt investments in our portfolio bore interest based on floating rates, such as LIBOR,SOFR, EURIBOR, the Federal Funds11.2%2.9% bore interest at fixed rates. The percentage of floating rate debt investments in our portfolio that bore interest based onwere subject to an interest rate floor was 81.3%92.1% at September 30, 2017.March 31, 2024. Debt investments in five portfolio companies were on non-accrual status as of March 31, 2024, representing 1.7% of the portfolio at fair value and 3.6% at cost. At December 31, 2016, 80.5%2023, 95.6% of debt investments in our portfolio bore interest based on floating rates, such as LIBOR,SOFR, EURIBOR, the Federal Funds Rate or the Prime19.5%4.4% bore interest at fixed rates. The percentage of floating rate debt investments in our portfolio that bore interest based onwere subject to an interest rate floor was 77.0%94.0% at December 31, 2016.$43.3$55.7 million and $38.5$50.3 million, respectively, for the three months ended September 30, 2017March 31, 2024 and 2016,2023, of which $42.3$54.7 million and $38.3$49.0 million were attributable to interest and fees on our debt investments, $0.1$1.0 million and $0.1 million to lease income and $0.9 million to dividend income and $0.1$0.0 million and $0.4 million to other income, respectively. Included in interest and fees on our debt investments were $1.8$0.4 million and $3.0 million of income related to prepayments for the three months ended September 30, 2017 and 2016, respectively. The increase in investment income in the three months ended September 30, 2017 compared to the three months ended September 30, 2016 reflects an an increase in interest income due to the larger portfolio size during the three months ended September 30, 2017 compared to the three months ended September 30, 2016, and an increase in other income partially offset by a decrease in prepayment income.Investment income totaled $128.9 million and $108.7 million, respectively, for the nine months ended September 30, 2017 and 2016, of which $127.1 million and $105.9 million were attributable to interest and fees on our debt investments, $0.2 million and $1.5 million to lease income and $1.6 million and $1.3 million to other income, respectively. Included in interest and fees on our debt investments were $13.5 million and $5.9 million of non-recurring income related to prepayments and $0.1 million and $0.1 million in amendment fees for the ninethree months ended September 30, 2017March 31, 2024 and 2016,2023, respectively. The increase in investment income infor the ninethree months ended September 30, 2017March 31, 2024 compared to the ninethree months ended September 30, 2016March 31, 2023 primarily reflects an increase in interest income due to the increase in prepayment income and the larger portfolio sizehigher SOFR rates during the ninethree months ended September 30, 2017 comparedMarch 31, 2024 and to additional investment income earned on investments acquired as a result of the nine months ended September 30, 2016,Merger, partially offset by a decrease in lease income.September 30, 2017March 31, 2024 and 20162023 were $15.7$27.5 million and $12.8$24.9 million, respectively, comprised of $8.2$13.2 million and $6.2$11.5 million in interest expense and related fees, $5.6$5.9 million and $4.8$5.4 million in incentive fee expense, $5.8 million and $5.9 million in base management fees, $0.3$0.9 million and $0.6$0.5 million in legal and professional fees, $0.6 million and $0.4 million in administrative expenses and $1.0 million and $0.8$1.2 million in other expenses, respectively. The increase in operating expenses infor the three months ended September 30, 2017March 31, 2024 compared to the three months ended September 30, 2016 primarilyMarch 31, 2023 reflects thean increase in interest expense and other costs relateddue to the increase in outstanding debt, as well as the higher average interest rate following the issuances of the 2022 Convertible Notes and 2022 Notes and the increase in LIBORSOFR rates during the period.Total operating expenses for the ninethree months ended September 30, 2017March 31, 2024 and 2016 were $45.4 million and $37.0 million, respectively, comprisedas a result of $23.9 million and $17.6 millionthe higher debt outstanding assumed as a result of the Merger, in interest expense and related fees, $15.6 million and $14.0 million in base management fees, $1.7 million and $1.3 million in administrative expenses, $1.1 million and $1.8 million in legal and professional fees, and $3.1 million and $2.3 million in other expenses, respectively. Theaddition to an increase in expenses inincentive fee expense from higher pre-incentive net investment income earned during the ninethree months ended September 30, 2017 compared to the nine months ended September 30, 2016 primarily reflects the increase in interest expense and other costs related to the increase in outstanding debt, as well as the higher average interest rate following the issuance of the 2022 Convertible Notes and 2022 Notes and the increase in LIBOR rates during the period.$27.6$28.3 million and $25.7$25.4 million, respectively, for the three months ended September 30, 2017March 31, 2024 and 2016.2023. The increase in net investment income infor the three months ended September 30, 2017March 31, 2024 compared to the three months ended September 30, 2016March 31, 2023 primarily reflects the increase in total investment income, partially offset by the increase in expenses induring the three months ended September 30, 2017.Net investment income was $83.5 million and $71.7 million, respectively, for the nine months ended September 30, 2017 and 2016. The increase in net investment income in the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016 primarily reflects the increase in investment income, partially offset by the increase in expenses in the nine months ended September 30, 2017.September 30, 2017 and 2016 were $4.7 million and $0.7 million, respectively. Net realized losses during the three months ended September 30, 2017 were comprised primarily of $2.8 million on the expiration of our Rightside warrants and $1.9 million on the disposition of our Fuse notes, respectively. Both positions have generated significant interest and other income. The Rightside warrants were allocated value at acquisition in connection with our funding of loans to Rightside at a significant discount to par. The Rightside loans were repaid in full during 2016.Net realized losses for the nine months ended September 30, 2017 and 2016 were $11.5 million and $4.0 million, respectively. Net realized losses during the nine months ended September 30, 2017 wereMarch 31, 2023 was comprised primarily of a $10.1$30.7 million loss realization onfrom the restructuring of our loan to Iracore, a $3.5 million loss realization on the restructuring of our loan to Avanti Communications Group, the realized losses on Rightside and Fuse Media and a $1.5 million loss on the disposition of our investment in Integra Telecom Holdings, partially offset by a $7.0 million gain on the sale of our equity in Blackline and $1.7 million gain on the sale of our equity in Soasta. The net realized loss during the nine months ended September 30, 2016 was primarily due to the taxable reorganization of our investment in Boomerang Tube, LLC.September 30, 2017March 31, 2024 and 2016,2023, the change in net unrealized appreciation/depreciationappreciation (depreciation) was $(2.8)$(23.0) million and $0.9$28.0 million, respectively. The change in unrealized depreciation of $(23.0) million is net of $21.3 million in unrealized appreciation resulting from a reduction of the cost basis of investments acquired as a result of the Merger from allocation of the purchase discount paid by the Company. The change in net unrealized appreciation/depreciation for the three months ended September 30, 2017 wasMarch 31, 2024 primarily due toreflects a $2.3$13.4 million markdownunrealized loss on our investment in Edmentum, $2.0a $13.2 million markdown of Kawa,unrealized loss on our investment in Razor, a $6.8 million unrealized loss on our investment in Aventiv, a $6.4 million unrealized loss on our investment in Astra, a $3.3 million unrealized loss on our investment in Thras.io and $2.1a $3.1 million markdown of Real Mex,unrealized loss on our investment in 36th Street Capital, partially offset by thea $6.3 million reversal of previously recognizedprevious unrealized losses.loss upon the restructure of our investment in Perch. The change in net unrealized appreciation/depreciationappreciation (depreciation) for the three months ended September 30, 2016 was comprisedMarch 31, 2023 primarily of mark-to-market adjustments resulting from narrower market yield spreads during the quarter.For the nine months ended September 30, 2017 and 2016, the change in net unrealized appreciation/depreciation was $(1.0)reflects a $36.2 million and $0.0 million, respectively. The change in net unrealized appreciation/depreciation for the nine months ended September 30, 2017 was comprised primarily of a $8.1 million markdown of Kawa as well as a $4.6 million markdown of Real Mex in line with industry comparables, partially offset by the reversal of previously recognized unrealized losses from the reorganization of our investment in Autoalert, partially offset by a $3.2 million unrealized loss on our investment in Astra Acquisition and a $2.9 million unrealized loss in Aventiv.well as various market gains resulting from generally tighter spreads. Holding Company has elected to be treated as a RIC under Subchapter M of the Internal Revenue Code (“the 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 Holding Company must, among other things, timely distribute to its stockholdersshareholders 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 stockholdersshareholders which will generally relieve the Company from U.S. federal income taxes.There was no U.S. federalNo excise tax recorded during the nine months ended September 30, 2017 and 2016.Incentive compensationIncentive compensation distributable to the General Partnerwas incurred for the three months ended September 30, 2017 and 2016 was $5.5 million and $5.1 million, respectively. Incentive compensation forMarch 31, 2024.three months ended September 30, 2017 and 2016 was distributable due to our performance exceeding the total return threshold.Incentive compensation distributableCompany completed its previously announced Merger with BCIC. Pursuant to the General PartnerMerger Agreement, BCIC was merged with and into Merger Sub, with Merger Sub continuing as the surviving company and as a subsidiary of SVCP. The Merger was considered a tax-free reorganization and the Company has elected to carry forward the historical cost basis of the acquired BCIC investments for tax purposes. As a result of the nine months ended September 30, 2017 and 2016 was $16.7 million and $14.3 million, respectively. Incentive compensation for the nine months ended September 30, 2017 and 2016 was distributable due to our performance exceeding the total return threshold.applicable to common shareholders resulting from operations$14.6$5.1 million and $20.7$22.7 million for the three months ended September 30, 2017March 31, 2024 and 2016,2023, respectively. The lower net increase in net assets applicable to common shareholders resulting from operations during the three months ended September 30, 2017 isMarch 31, 2024 was primarily due to thehigher net realized and unrealized loss duringlosses, partially offset by higher net investment income compared to the three months ended September 30, 2017 compared to theMarch 31, 2023.during(loss) and net increase (decrease) in net assets resulting from operations can vary from period to period as a result of various factors, including acquisitions, the three months ended September 30, 2016, partially offsetlevel of new investment commitments, the recognition of realized gains and losses and changes in unrealized appreciation and depreciation on the investment portfolio.increaseCompany in accordance with the asset acquisition method of accounting as detailed in ASC 805-50 ("ASC 805"), Business Combinations-Related Issues. The Company determined the fair value of the shares of the Company's common stock that were issued to former BCIC shareholders pursuant to the Merger Agreement plus transaction costs to be the consideration paid in connection with the Merger under ASC 805. The consideration paid to BCIC shareholders was less than the aggregate fair values of the BCIC assets acquired and liabilities assumed, which resulted in a purchase discount (the “purchase discount”). The consideration paid was allocated to the individual BCIC assets acquired and liabilities assumed based on the relative fair values of net identifiable assets acquired other than “non-qualifying” assets and liabilities (for example, cash) and did not give rise to goodwill. As a result, the purchase discount was allocated to the cost basis of the BCIC investments acquired by the Company on a pro-rata basis based on their relative fair values as of the effective time of the Merger. Immediately following the Merger, the investments were marked to their respective fair values in accordance with ASC 820 which resulted in immediate recognition of net unrealized appreciation in the Consolidated Statement of Operations as a result of the Merger. The purchase discount allocated to the BCIC debt investments acquired will amortize over the remaining life of each respective debt investment through interest income, with a corresponding adjustment recorded to unrealized appreciation or depreciation on such investment acquired through its ultimate disposition. The purchase discount allocated to BCIC equity investments acquired will not amortize over the life of such investments through interest income and, assuming no subsequent change to the fair value of the equity investments acquired and disposition of such equity investments at fair value, the Company may recognize a realized gain with a corresponding reversal of the unrealized appreciation on disposition of such equity investments acquired.after incentive compensation.calculated in accordance with GAAP;The net increase in net assets applicable to common shareholders resulting from operations was $54.3 million and $53.4 million for the nine months ended September 30, 2017 and 2016, respectively. The higher net increase in net assets applicable to common shareholders resulting from operations during the nine months ended September 30, 2017 is primarily due to the higher net investment income during the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016 partially offset by the larger“Adjusted net realized and unrealized loss duringgain (loss)” – excludes the nine months ended September 30, 2017 comparedunrealized appreciation resulting from the purchase discount and the corresponding reversal of the unrealized appreciation from the amortization of the purchase discount from the determination of net realized and unrealized gain (loss) determined in accordance with GAAP; andnine months ended September 30, 2016.SVCFSpecial Value Continuation Fund, LLC (the predecessor entity) which were subsequently converted to common stock of the Holding 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.following table summarizesDRIP was effective as of, and will apply to the totalreinvestment of cash distributions with a record date after March 18, 2024. Under the DRIP, shareholders will automatically receive cash dividends and distributions unless they “opt in” to the DRIP and elect to have their dividends and distributions reinvested in additional shares issuedof the Company’s common stock. Notwithstanding the foregoing, the former shareholders of BCIC that participated in the BCIC dividend reinvestment plan at the time of the Merger have been automatically enrolled in the Company’s DRIP and proceeds receivedwill have their shares reinvested in offeringsadditional shares of the Company’s common stock net of underwriting discounts and offering costs as well as shares issued in connection with the Company’s dividend reinvestment plan for the nine months ended September 30, 2017. Shares Issued Price Per Share Net Proceeds Shares issued from dividend reinvestment plan 464 $ 16.93 * $ 7,854 April 25, 2017 public offering 5,750,000 16.84 93,597,500 ______________*Weighted-average price per share.The following table summarizes the total shares issued and proceeds received in offeringson future distributions, unless they “opt out” of the Company’s common stock net of underwriting discounts and offering costs as well as shares issued in connection with the Company’s dividend reinvestment plan for the year ended December 31, 2016. Shares Issued Price Per Share Net Proceeds Shares issued from dividend reinvestment plan 610 $ 15.83 * $ 9,657 2,011,900 15.02 — July 13, 2016 registered direct public offering 2,336,552 15.09 34,958,570 ______________*Weighted-average price per share.†On April 18, 2016, the Company issued $30.0 million in aggregate principal amount of a 5.25% convertible senior unsecured note due 2021 to CNO Financial Investments Corp. (the “CNO Note”). On June 7, 2016, the Company issued 2,011,900 shares of its common stock pursuant to the full conversion, at the holder’s option, of the $30.0 million in aggregate principal amount (plus accrued interest) of the CNO Note. The CNO Note was converted at a price of $15.02 per share of common stock. No placement agent or underwriting fees were incurred in connection with the issuance or the conversion of the CNO Note.On October 3, 2014, we entered into an at-the-market equity offering program (the “ATM Program”) with Raymond James & Associates Inc. through which we may offer and sell, by means of at-the-market offerings from time to time, shares of our common stock having an aggregate offering price of up to $100,000,000.boardBoard of directorsDirectors approved a stock repurchase plan (the “Company Repurchase Plan”) to acquire up to $50.0 million in the aggregate of the Company’s common stock at prices at certain thresholds below the Company’s net asset value per share, in accordance with the guidelines specified in Rule 10b-18 and Rule 10b5-1 of the Securities Exchange Act of 1934.1934 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 ofNovember 2, 2017,February 27, 2024, to be in effect through the earlier of two trading days after our thirdfirst quarter 20172024 earnings release, unless further extended or terminated by our boardBoard of directors,Directors, or such time as the approved $50.0 million repurchase amount has been fully utilized, subject to certain conditions. ThereNo shares were no share repurchasesrepurchased by the Company under the Company Repurchase plan for the ninethree months ended September 30, 2017.September 30, 2017March 31, 2024 were as follows:
Value (1)
Capacity Maturity Rate Carrying Value* Available Total Capacity SVCP Revolver 2018 $ 30,000,000 $ 86,000,000 $ 116,000,000 2019 Convertible Notes ($108 million par) 2019 5.25% 106,893,357 — 106,893,357 2022 Convertible Notes ($140 million par) 2022 4.625% 137,266,488 — 137,266,488 2022 Notes ($125 million par) 2022 4.125% 124,635,706 — 124,635,706 TCPC Funding Facility 2021 200,000,000 150,000,000 350,000,000 SBA Debentures 2024−2027 75,000,000 75,000,000 150,000,000 Total leverage 673,795,551 $ 311,000,000 $ 984,795,551 Unamortized issuance costs (8,417,444 ) Debt, net of unamortized issuance costs $ 665,378,107 ______________(3)
(4)*Except for the convertible notes and 2022 Notes, all carrying values are the same as the principal amounts outstanding.†Based on either LIBOR or the lender’s cost of funds, subject to certain limitations‡Or L+2.25% subject to certain funding requirements§Weighted-average interest rate, excluding fees of 0.36%.ProgramDebentures from our 200% asset coverage test under the 1940 Act. The exemptive relief provides us with increased flexibility under the 200%150% asset coverage test by permitting the SBIC to borrow up to $150.0$160.0 million more than it would otherwise be able to absent the receipt of this exemptive relief.used inprovided by operating activities during the ninethree months ended September 30, 2017March 31, 2024 was $104.3 million. Our primary use$33.4 million, consisting primarily of cash$27.4 million in operating activities during this period consisted of the settlement of acquisitions of investments (net of dispositions) of $208.2 million, partially offset by net investment income less incentive allocation (net of non-cash income and expenses) and the settlement of approximately $103.9dispositions of investments (net of acquisitions) of $6.0 million.providedused by financing activities was $122.7$25.1 million during the ninethree months ended September 30, 2017,March 31, 2024, consisting primarily of $124.6$26.9 million in dividends paid to common shareholders (including $7.3 million of proceeds fromdividends declared by BCIC prior to the issuanceMerger and paid to former BCIC shareholders out of debt on August 11, 2017cash and $93.6 million of net proceeds from the public offering of common stock on April 25, 2017, reducedcash equivalents acquired), offset by the $61.4$1.8 million in regular dividends paid on common equity, $31.5 millioncredit facility draws (net of net repayments of debt and payment of $2.6 million in debt issuance costs.September 30, 2017,March 31, 2024, we had $71.9$120.6 million in cash and cash equivalents.SVCP Revolver and the TCPCOperating Facility, Funding Facility II and Merger Sub Facility (in the aggregate) 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 200%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 SVCP RevolverOperating Facility, Funding Facility II and the TCPC FundingMerger Sub Facility, and may therefore impact our ability to borrow under the SVCP RevolverOperating Facility, Funding Facility II and the TCPC FundingMerger Sub Facility. 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, 2017,March 31, 2024, we were in compliance with all financial and operational covenants required by the Leverage Program.SVCP Revolver,Operating Facility, Funding Facility II, Merger Sub Facility, the 2019 Convertible2024 Notes, the 2022 Convertible Notes, the 20222025 Notes and the TCPC Funding Facility2026 Notes, mature in July 2018,May 2026, August 2027, September 2028, August 2024, December 2019, March 2022, August 20222025 and April 2021,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.stockholders.shareholders. Because we are required to distribute our income in this manner, and because the illiquidity of many of ourgrosstotal 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.stockholdersshareholders are recorded on the ex-dividend date. Distributions are declared considering our estimate of annual taxable income available for distribution to stockholdersshareholders 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 stockholdersshareholders that they will receive any distributions or distributions at a particular level.ninethree months ended September 30, 2017March 31, 2024 and 2016:Date Declared Record Date Payment Date Type Total Amount February 22, 2017 March 17, 2017 March 31, 2017 Regular $ 0.36 $ 19,095,084 May 9, 2017 June 16, 2017 June 30, 2017 Regular 0.36 21,165,137 August 3, 2017 September 15, 2017 September 29, 2017 Regular 0.36 21,165,193 $ 1.08 $ 61,425,414 Date Declared Record Date Payment Date Type Total Amount February 24, 2016 March 17, 2016 March 31, 2016 Regular $ 0.36 $ 17,530,963 May 10, 2016 June 16, 2016 June 30, 2016 Regular 0.36 18,254,229 August 9, 2016 September 16, 2016 September 30, 2016 Regular 0.36 19,094,976 $ 1.08 $ 54,880,168 The following table summarizes2023:
Per
Share
Per
Sharetotal shares issuedCompany paid $7.3 million of dividends payable assumed in connection with our dividend reinvestment planthe Merger that were declared on March 4, 2024 by the BCIC Board of Directors for the nine months ended September 30, 2017benefit of former BCIC shareholders of record as of March 15, 2024. Such amount was paid from BCIC cash and 2016: 2017 2016 Shares Issued 464 311 Average Price Per Share $ 16.93 $ 15.08 Proceeds $ 7,854 $ 4,691 stockholdersshareholders 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:stockholders.shareholders. We will accrue excise tax on estimated taxable income as required. In addition, although we currentlyWe have adopted an “opt in” dividend reinvestment plan for our common stockholders. As a result, if we declare a dividend or other distribution payable in cash, each stockholder that has not “opted in” to our dividendreinvestment plan will receive such dividends in cash, rather than having their dividends automatically reinvested in additional shares of our common stock.
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 Recent Developments On 78 On Item 3. Quantitative and Qualitative Disclosures About Market Risk We are subject to financial market risks, including changes in interest rates. At 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 Basis Point Change Net Investment Net Investment Up 300 basis points $ 42,135,914 $ 0.61 Up 200 basis points 28,090,610 0.41 Up 100 basis points 14,045,305 0.20 Down 100 basis points (14,045,305 ) (0.20 ) Down 200 basis points (28,090,610 ) (0.41 ) Down 300 basis points (42,125,732 ) (0.61 ) 79 Item 4. Controls and Procedures Disclosure Controls and Procedures As of the period covered by this report, we, including our chief executive officer and chief financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Based on our evaluation, our management, including the chief executive officer and chief financial officer, concluded that our disclosure controls and procedures were effective in timely alerting management, including the chief executive officer and chief financial officer, of material information about us required to be included in our periodic SEC filings. However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, are based upon certain assumptions about the likelihood of future events and can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Internal Control Over Financial Reporting There has not been any change in our internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting. 80 PART II - Other Information. Item 1. Legal Proceedings From time to time, the Company and the Advisor may be Item 1A. Risk Factors In addition to the other information set forth in this report, you should carefully consider the risk factors Our use of borrowed funds, including under the Leverage Program, to make investments exposes us to risks typically associated with leverage. The Company borrows money, both directly and indirectly, through SVCP, TCPC Funding II, SBIC and Merger Sub. As a result: The use of leverage creates increased risk of loss and is considered a speculative investment technique. The use of leverage magnifies the potential gains and losses from an investment and increases the risk of loss of capital. To the extent that income derived by us from investments purchased with borrowed funds is greater than the cost of borrowing such funds, our net income will be greater than if leverage had not been used. Conversely, if the income from investments purchased from these sources is not sufficient to cover the cost of the leverage, our net investment income will be less than if leverage had not been used, and the amount available for ultimate distribution to the holders of common stock will be reduced. The extent of any gains and losses associated with our leverage generally will depend on the degree of leverage employed. We may, under some circumstances, be required to dispose of investments under unfavorable market conditions in order to maintain our leverage, thus causing us to recognize a loss that might not otherwise have occurred. In the event of a sale of investments upon default under our borrowing arrangements, secured creditors will be contractually entitled to direct such sales and may do so in their interest, rather than in the interests of the holders of common stock. Holders of common stock will incur losses if the proceeds from a sale in any of the foregoing circumstances are insufficient, after payment in full of amounts due and payable on leverage, including administrative and other fees and expenses, to repay the cost of such holders’ investment in our common stock. As a result, you could experience a total loss of your investment. Any decrease in our revenue would cause our net income to decline more than it would have had we not borrowed funds and could negatively affect our ability to make distributions on our common stock. The ability to service any debt that we have or may have outstanding depends largely on our financial performance and is subject to prevailing economic conditions and competitive pressures. There is no limitation on the percentage of portfolio investments that can be pledged to secure borrowings. The amount of leverage that we employ at any particular time will depend on our Advisor’s and our board of director’s assessments of market and other factors at the time of any proposed borrowing. 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 our debt, which may materially and adversely affect our liquidity, financial condition and results of operations. Under the Leverage Program, we must comply with certain financial and operational covenants. These covenants include: In addition, by limiting the circumstances in which borrowings may occur under the SVCP Facility, Funding Facility II and Merger Sub Facility, the credit agreements related to such facilities (the “Credit Agreements”) in effect provide for various asset coverage, credit quality and diversification limitations on our investments. Such limitations may cause us to be unable to make or retain certain potentially attractive investments or to be forced to sell investments at an inappropriate time and consequently impair our profitability or increase losses or result in adverse tax consequences. As of March 31, 2024, we were in compliance with applicable covenants under the Leverage Program. However our continued compliance with these covenants depends on many factors, some of which are beyond our control. Accordingly, there are no assurances that we will continue to comply with the covenants under the Leverage Program (including any covenants that may be included in future debt arrangements that become part of the Leverage Program). Failure to comply with these covenants would result in a default under our debt arrangements which, if we were unable to obtain a waiver from the applicable creditors, would enable the applicable creditors to accelerate outstanding balances under our debt and terminate their commitments to lend to us. This would be expected to have a material adverse impact on our financial condition and results of operations and place limitations on our operational flexibility. The Operating Facility also has certain “key man” provisions. For example, it is an event of default if the Advisor is controlled by any person or group other than (i) a wholly-owned subsidiary of BlackRock, Inc. or (ii) any two of a group of four listed individuals (or any replacement manager or individual reasonably acceptable to the administrative agent and approved by the required lenders), provided that if the Advisor is no longer under the control of at least two of such four individuals (or their previously approved replacements) through an event resulting in the death or disability of such individuals, the Advisor has 60 calendar days to replace such individuals with other managers or individuals reasonably acceptable to the administrative agent and approved by the required lenders, provided further that a default (but not an event of default) shall be deemed to exist during such period. The Operating Facility matures on May 6, 2026, subject to extension by the lenders at the request of SVCP, the Funding Facility II matures on August 4, 2027, subject to extension by the lender at the request of TCPC Funding II and the Merger Sub Facility matures on September 6, 2028. Any inability to renew, extend or replace the Operating Facility, Funding Facility II or Merger Sub Facility could adversely impact our liquidity and ability to find new investments or maintain distributions to our stockholders. The Operating Facility matures on May 6, 2026, subject to extension by the lenders at the request of SVCP. Borrowings under the Operating Facility generally bear interest at a rate of 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 thereunder to the facility commitments, subject to certain limitations. Funding Facility II matures on August 4, 2027, subject to extension by the lender at the request of TCPC Funding II. Borrowings under the Funding Facility II generally bear interest at a rate of SOFR plus a credit spread adjustment of 0.15%, plus a margin of 2.05%, subject to certain funding requirements, plus an agency fee of 0.15% per annum. The Merger Sub Facility matures on September 6, 2028. Borrowings under the Merger Sub Facility generally bear interest at a rate of SOFR plus a credit spread adjustment of 0.10%, plus a margin equal to either 1.75% or 2.00%, depending on a ratio of the borrowing base to the facility commitments, subject to certain limitations. We do not currently know whether we will renew, extend or replace the Operating Facility, Funding Facility II or Merger Sub Facility upon their maturities or whether we will be able to do so on terms that are as favorable as the Operating Facility, Funding Facility II and Merger Sub Facility, as applicable. Our ability to replace the Operating Facility, Funding Facility II and Merger Sub Facility may be constrained by then-current economic conditions affecting the credit markets. In the event that we are not able to replace the Operating Facility, Funding Facility II or Merger Sub Facility at the time of its respective maturity, this may require us to liquidate assets to repay amounts due under such 82 facility and could have a material adverse effect on our liquidity and ability to fund new investments, our ability to make distributions to our stockholders and our ability to qualify as a RIC. Lenders under the Operating Facility may have a veto power over the Company’s investment policies. If a default has occurred under the Operating Facility, the lenders under the Operating Facility may veto changes in investment policies. The Operating Facility and the Merger Sub Facility also have certain limitations on unusual types of investments such as commodities, real estate and speculative derivatives, which are not part of the Company’s investment strategy or policies in any event. We may be unable to realize the benefits anticipated by the Merger, including estimated cost savings, or it may take longer than anticipated to achieve such benefits. The realization of certain benefits anticipated as a result of the Merger will depend in part on our ability to realize estimated cost savings. It is possible that our estimates of the potential Merger-related cost savings ultimately could be incorrect. If our estimates turn out to be incorrect, the anticipated cost savings may not be fully realized or realized at all or may take longer to realize than expected. Item No shares were repurchased by the Company under a repurchase plan for the three months ended March 31, 2024 and 2023. Item Not Applicable Item None Item During the three months ended March 31, 2024, 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 ending net asset value, or NAV, and quarterly distributions per share in each fiscal quarter for the first quarter of the year ended 83 December 31, 2024 and for each fiscal quarter in the years ended December 31, 2023 and December 31, 2022. On March 31, 2024, the reported closing price of our common stock was $10.43 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, 2024 First Quarter $ 11.14 $ 11.99 $ 9.90 7.6% (11.1)% $ 0.34 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 Fourth Quarter $ 11.90 $ 12.41 $ 10.37 4.3% (12.9)% $ 0.59 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 84 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: Number Description 2.1 3.1 3.2 3.3 10.1 10.2 10.3 10.4 10.5 10.6 31.1 31.2 32.1 101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith. **Exhibits and schedules to Exhibits 2.1 and 10.3 have been omitted in accordance with Item 601 of Regulation S-K. The registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request. 85 86 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 Date: May 1, 2024 By: /s/ Rajneesh Vig Name: Rajneesh Vig Title: Chief Executive Officer Date: May 1, 2024 By: /s/ Erik L. Cuellar Name: Erik L. Cuellar Title: Chief Financial Officer 87From October 1, 2017 through November 3, 2017, the Operating Company has invested approximately $68.1 million primarily in four senior secured loans with a combined effective yield of approximately 10.0%.November 2, 2017,April 24, 2024, the Company’s boardBoard of directorsDirectors re-approved the Company Repurchase Plan, to be in effect through the earlier of two trading days after the Company’s fourthsecond quarter 20172024 earnings release or such time as the approved $50.0$50 million repurchase amount has been fully utilized, subject to certain conditions.November 3, 2017, the Company issued $50 in aggregate principal amount of 4.125% notes due 2022 for proceeds of approximately $49.1 million, net of underwriter discounts and approximately $0.3 million of expenses related to the offering. The notes are a further issuance to the 2022 Notes that the Company issued on August 11, 2017, and are treated as a single series with the existing 2022 Notes under the indenture.On November 7, 2017,May 1, 2024, the Company’s boardBoard of directorsDirectors declared a fourthsecond quarter regular dividend of $0.36$0.34 per share payable on December 29, 2017June 28, 2024 to stockholdersshareholders of record as of the close of business on December 15, 2017.September 30, 2017, 88.8%March 31, 2024, 97.1% of debt investments in our portfolio bore interest based on floating rates, such as LIBOR,SOFR, EURIBOR, the Federal Funds Rate or the Prime Rate. The interest rates on such investments generally reset by reference to the current market index after one to six months. At September 30, 2017,December 31, 2023, the percentage of floating rate debt investments in our portfolio that bore interest based onwere subject to an interest rate floor was 81.3%95.6%. 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.September 30, 2017 balance sheet,March 31, 2024 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)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:structure. Projected amounts in the table do not include the impact of interest rate changes on the Company's Interest Rate Swap.
Income
Income Per ShareBasis Point Change Interest income Interest Expense Net Investment Income Up 300 basis points $ 45,988,135 $ (9,150,000 ) $ 36,838,135 Up 200 basis points 32,119,293 (6,100,000 ) 26,019,293 Up 100 basis points 18,250,452 (3,050,000 ) 15,200,452 Down 100 basis points (7,085,379 ) 3,050,000 (4,035,379 ) Down 200 basis points (8,033,856 ) 4,036,065 (3,997,791 ) Down 300 basis points (8,033,856 ) 4,036,065 (3,997,791 ) Although we may, frominvolved in litigation arising out of our operations inparties 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 otherwise, asshould have known of September 30, 2017, we are currently notcertain 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 filed a partymotion to dismiss the lawsuit on November 6, 2023 and was argued in court on March 6, 2024. 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 pending material legal proceedings.There have been no material changes frompreviously discloseddiscussed below and the risk factors in our most recent annual reportAnnual Report on Form 10-K for the fiscal year ended December 31, 2023, which could materially affect our business, financial condition and/or operating results. 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.fileda result of fluctuations in the reference rates for our floating rate debt, changes in margin, higher fixed rate debt or otherwise, could reduce or eliminate the incremental income we make with the Securitiesproceeds of leverage;Exchange Commissionindirectly our common stockholders, bear the entire cost of issuing and paying interest or dividends on February 28, 2017.any borrowed funds issued by us or our subsidiaries; and
•2. 2: Unregistered Sales of Equity Securities, and Use of Proceeds.None.3. Defaults3: Default Upon Senior Securities.None.4:4. Mine Safety Disclosures.None.5:5. Other Information.
(Discount)
(Discount)
(2)None.(3)NumberDescription3.131.1______________(1)Incorporated by reference to Exhibit (a)(2) to the Registrant’s Registration Statement under the Securities Act of 1933 (File No. 333-172669), on Form N-2, filed on May 13, 2011(2)Incorporated by reference to Exhibit (b)(2) to the Registrant’s Registration Statement under the Securities Act of 1933 (File No. 333-172669), on Form N-2, filed on May 13, 2011SIGNATURES(2)
(3)CAPITAL CORP.Date: November 7, 2017By:/s/ Howard M. LevkowitzName:Howard M. LevkowitzTitle:Date: November 7, 2017By:/s/ Paul L. DavisName:Paul L. DavisTitle:76