UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒Filed by a Party other than the Registrant  ☐

Check appropriate box:

☐Preliminary Proxy Statement

☐Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒Definitive Proxy Statement

☐Definitive Additional Materials

☐Soliciting Material under Rule 14a-12

BLACKROCK CAPITAL INVESTMENT CORPORATION

(Name of Registrant as Specified in Its Charter)Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of filing fee (Check the appropriate box):

☒No fee required.

☐Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

BLACKROCK CAPITAL INVESTMENT CORPORATION

40 EAST 52ND STREET

NEW YORK, NEW YORK 10022

NOTICE OF ANNUALSPECIAL MEETING OF

STOCKHOLDERS

TO BE HELD ON MAY 4, 20183, 2021

Notice is hereby given to the owners of shares of common stock (the "Stockholders"“Stockholders”) of BlackRock Capital Investment Corporation (the "Company," "we," "our"“Company,” “we,” “our” or "us"“us”), that:

The 2018 Annual2021 Special Meeting of Stockholders of the Company (the "Annual Meeting"“Special Meeting”) will be held on the 4th floor of 40 East 52nd Street, New York, New York, on May 4, 2018,3, 2021, at 10:11:00 a.m. (New York City time). The Annual Meeting is being held, for the following purposes:

THE BOARD, INCLUDING THE INDEPENDENT DIRECTORS, RECOMMENDS THAT YOU VOTE "FOR" EACH OF“FOR” THE PROPOSALS.PROPOSAL.

Due to the public health impact of the coronavirus outbreak (COVID-19) and to support the health and well-being of our Stockholders, employees and our community, the Special Meeting will be held over the web in a virtual meeting format only. To attend the Special Meeting please use the following link: www.meetingcenter.io/281249853.

A Stockholder who wishes to attend the Special Meeting must email Computershare at Maura.Stanley@computershare.com, or call Computershare at 201-680-3695, in order to register to attend the Special Meeting, obtain the password to access the Special Meeting and verify that you were a stockholder on the record date. If you are a record owner of shares, please have your 15-digit control number on your proxy card available when you call or include it in your email. Requests for registration must be received no later than 5:00 p.m., Eastern Time, on April 27, 2021. Stockholders registering to attend the Special Meeting will receive a confirmation email regarding registration.

If a Stockholder holds shares through a bank, broker or other nominee (a “Street Name Stockholder”), and wishes to attend and vote at the Special Meeting, you must obtain a valid legal proxy from your broker, bank or other nominee. Follow the instructions from your broker or bank included with the proxy materials, or contact your broker or bank to request a legal proxy form. Once you have received a valid legal proxy from your broker, bank or other agent, it should be emailed to Computershare at legalproxy@computershare.com and should be labeled “Legal Proxy” in the subject line or you may call Computershare at 866-333-6433 for further instructions. Please include proof from your broker, bank or other agent of your valid proxy (e.g., an e-mail from a broker or an image of the legal proxy). You will then receive a confirmation of your registration, with a control number, by email from Computershare. Street Name Stockholders who do not provide a valid legal proxy, but provide other satisfactory evidence of their ownership of shares as of the record date for the Special Meeting, will be able to attend the Special Meeting as a guest but will not receive a control number and will not be able to vote at the Special Meeting.

We encourage you to contact the Company at 212-810-5800 from 9:00 a.m. to 6:00 p.m. (New York City time) if you have any questions.

The Board of the Company has fixed the close of business on March 5, 20184, 2021 as the record date for the determination of Stockholders entitled to notice of, and to vote at, the AnnualSpecial Meeting. Whether or not you expect to be present in personvia webcast at the AnnualSpecial Meeting, we urge you to mark, sign, date and mail the enclosed proxy card in the postage-paid envelope provided, or register your vote by telephone or through the Internet, so you will be represented at the Annual Special

Meeting. Instructions are shown on the proxy card. In the event there are not sufficient votes for a quorum or to approve or ratify the foregoing proposalsproposal at the time of the AnnualSpecial Meeting, the AnnualSpecial Meeting may be adjourned, postponed or delayed in order to permit further solicitation of the proxies by the Company.

New York, New York

March 17, 2021

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING IN PERSON OR BY PROXY. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD IN THE ACCOMPANYING POSTAGE-PAID ENVELOPE, OR REGISTER YOUR VOTE BY TELEPHONE OR THROUGH THE INTERNET. IF YOU ATTEND THE ANNUAL MEETING AND WISH TO VOTE IN PERSON, YOU WILL BE ABLE TO DO SO AND YOUR VOTE AT THE ANNUAL MEETING WILL REVOKE ANY PROXY YOU MAY HAVE SUBMITTED. YOUR VOTE IS EXTREMELY IMPORTANT. NO MATTER HOW MANY OR HOW FEW SHARES YOU OWN, PLEASE SEND IN YOUR PROXY CARD, VOTE YOUR SHARES BY TELEPHONE, OR VOTE VIA THE INTERNET, TODAY.

BLACKROCK CAPITAL INVESTMENT CORPORATION

PROXY STATEMENT

FOR

ANNUALSPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 4, 20183, 2021

This document will give you the information you need to vote on the mattersmatter listed on the accompanying Notice of AnnualSpecial Meeting of Stockholders (the "Notice“Notice of Annual Meeting"Special Meeting”). Much of the information in this proxy statement (this "Proxy Statement"“Proxy Statement”) is required under rules of the Securities and Exchange Commission ("SEC"(“SEC”); some of it is technical. If there is anything you do not understand, please contact us at 212-810-5800.

This Proxy Statement is furnished in connection with the solicitation by the Board of Directors (the "Board,"“Board,” each member of which is referred to as a "Director"“Director”) of BlackRock Capital Investment Corporation (the "Company," "we," "our"“Company,” “we,” “our” or "us"“us”), of proxies to be voted at the 2018 AnnualSpecial Meeting (the "Annual Meeting"“Special Meeting”) of owners of shares of common stock (the "Stockholders"“Stockholders”) of the Company and, if the Annual2021 Special Meeting is adjourned, postponed or delayed, at any later meetings, for the purposes stated in the Notice of AnnualSpecial Meeting. The AnnualSpecial Meeting will be held on the 4th floor of 40 East 52nd Street, New York, New York, on May 4, 20183, 2021 at 10:11:00 a.m. (New York City time). This Proxy Statement, the Notice of AnnualSpecial Meeting and the enclosed proxy card are first being sent to Stockholders on or about March 20, 2018.18, 2021.

Due to the public health impact of the coronavirus outbreak (COVID-19) and to support the health and well-being of our Stockholders, employees and our community, the Special Meeting will be held over the web in a virtual meeting format only. To attend the Special Meeting please use the following link: www.meetingcenter.io/281249853.

A Stockholder who wishes to attend the Special Meeting must email Computershare at Maura.Stanley@computershare.com, or call Computershare at 201-680-3695, in order to register to attend the Special Meeting, obtain the password to access the Special Meeting and verify that you were a stockholder on the record date. If you are a record owner of shares, please have your 15-digit control number on your proxy card available when you call or include it in your email. Requests for registration must be received no later than 5:00 p.m., Eastern Time, on April 27, 2021. Stockholders registering to attend the Special Meeting will receive a confirmation email regarding registration.

If a Stockholder holds shares through a bank, broker or other nominee (a “Street Name Stockholder”), and wishes to attend and vote at the Special Meeting, you must obtain a valid legal proxy from your broker, bank or other nominee. Follow the instructions from your broker or bank included with the proxy materials, or contact your broker or bank to request a legal proxy form. Once you have received a valid legal proxy from your broker, bank or other agent, it should be emailed to Computershare at legalproxy@computershare.com and should be labeled “Legal Proxy” in the subject line or you may call Computershare at 866-333-6433 for further instructions. Please include proof from your broker, bank or other agent of your valid proxy (e.g., an e-mail from a broker or an image of the legal proxy). You will then receive a confirmation of your registration, with a control number, by email from Computershare. Street Name Stockholders who do not provide a valid legal proxy, but provide other satisfactory evidence of their ownership of shares as of the record date for the Special Meeting, will be able to attend the Special Meeting as a guest but will not receive a control number and will not be able to vote at the Special Meeting.

To address various proposalsa proposal (the “Proposal”) that requirerequires Stockholder approval.

In the first proposal (the "First Proposal" or "Proposal 1"), Stockholders are being asked to electauthorize flexibility for the Class II Directors toCompany, with approval of the Board of the Company.

InCompany, to sell or otherwise issue shares of its common stock (during the second proposal (the "Second Proposal"next 12 months) at a price below the Company’s then current net asset value per share in one or "Proposal 2"), Stockholders are being askedmore offerings, subject to ratifycertain limitations set forth herein (including that the selectioncumulative number of Deloitte & Touche LLPshares sold pursuant to serve assuch authority does not exceed 25% of the Company's independent registered public accounting firm forCompany’s then outstanding common stock immediately prior to each such sale). However, pursuant to this authority, there is no limit on the year ending December 31, 2018.discount below NAV at which the Company may sell its common stock during the period this authorization is in effect. No further authorization from stockholders will be solicited even if the dilution resulting from any such offering or offerings is significant.

YES! Your vote is important to the governance of the Company, no matter how many shares you own.

The enclosed proxy is solicited by the Board for use at the AnnualSpecial Meeting to be held on May 4, 2018,3, 2021, and, if the AnnualSpecial Meeting is adjourned, postponed or delayed, at any later meetings, for the purposes stated in the Notice of AnnualSpecial Meeting (see previous page).

The Board recommends that you vote "FOR" each“FOR” the Proposal.

Stockholders of record at the close of business on March 5, 20184, 2021 are entitled to be present and to vote at the AnnualSpecial Meeting or any adjournments, postponements or delays thereof. Each share of common stock is entitled to one vote. Shares represented by duly executed proxies will be voted in accordance with your instructions. If you sign the proxy,

but do not fill in a vote, your shares will be voted in accordance with the Board'sBoard’s recommendation. If any other business is brought before the AnnualSpecial Meeting, your shares will be voted by the proxyholders at their discretion according to the Board'sBoard’s recommendation.

Stockholders of record own shares that are registered directly in their name with the Company'sCompany’s transfer agent, BNY Mellon Investment Servicing (US)Computershare, Inc. The Notice of AnnualSpecial Meeting, Proxy Statement and proxy card are being sent directly to Stockholders of record by the Company. Stockholders of record have the right to vote in personvirtually at the AnnualSpecial Meeting or to grant a voting proxy directly to anyone to vote in their place.

Beneficial owners of shares own shares that are held in a stock brokerage account or by a bank or other nominee. The Notice of AnnualSpecial Meeting, Proxy Statement and proxy card are being forwarded to beneficial owners by their respective broker, bank or other nominee who is considered, with respect to those shares, the Stockholder of record. A beneficial owner has the right to direct its broker, bank or other nominee on how to vote and is also invited to attend the AnnualSpecial Meeting. A beneficial owner may vote shares by voting in accordance with the Notice of AnnualSpecial Meeting, by returning a proxy card to the Company or by making an arrangement with its broker, bank or other nominee concerning how such broker, bank or other nominee should vote its shares. A beneficial owner may also vote its shares in personvirtually at the AnnualSpecial Meeting, if the beneficial owner brings a brokerage statement reflecting its stock ownership as of March 5, 2018,4, 2021, the record date.

Stockholders of record may authorize a proxy to vote on their behalf by mail, as described on the enclosed proxy card. Authorizing a proxy will not limit a Stockholder'sStockholder’s right to vote in personvirtually at the AnnualSpecial Meeting. A properly completed and submitted proxy timely received by the Company before the AnnualSpecial Meeting will be voted in accordance with the Stockholder'sStockholder’s instructions, unless those instructions are subsequently revoked. If the Stockholder authorizes a proxy without indicating voting instructions, the proxyholders will vote the Stockholder'sStockholder’s shares at their discretion according to the Board'sBoard’s recommendations. Stockholders of record may also vote either via the Internet or by telephone. The enclosed proxy card includes specific instructions to be followed by Stockholders of record interested in voting via the Internet or by telephone. The Internet and telephone voting procedures are designed to authenticate a Stockholder'sStockholder’s identity and to allow Stockholders to vote their shares and to confirm that their instructions have been properly recorded. Stockholders that vote via the Internet should understand that there may be costs associated with electronic access, such as usage charges from Internet access providers and telephone companies, which will be borne by the Stockholder.

Stockholders who hold shares of common stock through a broker, bank or other nominee must follow the voting instructions provided by the broker, bank or nominee, whichever is the record holder. If a Stockholder holds shares of common stock through a broker, bank or other nominee and the Stockholder wishes to vote in personvirtually at the AnnualSpecial Meeting, the Stockholder must obtain a legal proxy from the record holder of the Stockholder'sStockholder’s shares and present the proxy at the AnnualSpecial Meeting. If the Stockholder does not vote in personvirtually at the AnnualSpecial Meeting or does not submit voting instructions to its broker, bank or nominee, the broker, bank or other nominee will not be permitted to vote the Stockholder'sStockholder’s shares on non-routine proposals. The First Proposal is considered a non-routine proposal. For non-routine proposals, a broker, bank or other nominee that holds shares in street name on behalf of a Stockholder must receive voting instructions from the beneficial owner of the shares in order for the shares to be voted at the AnnualSpecial Meeting. Broker non-votes represent those shares held in street name for which the beneficial Stockholder has not provided voting instructions. Since the Second Proposal is a routine proposal,If there may beare broker non-votes at the Annual Meeting. With respect to the First Proposal, Michael J. Zugay, Meridee A. Moore and William E. Mayer wouldSpecial Meeting, they will be elected by the affirmative vote of a plurality of all shares of common stock of the Companytreated as present in person or by proxy, at the AnnualSpecial Meeting for quorum purposes but will not be voted at the Special Meeting. When there are three director nominees up for election, as is the case here, a vote by plurality means the three director nominees with the highest number of affirmative votes will be elected, regardless of the votes withheld for the candidates. Therefore, with respect to the First Proposal, withheld votes and brokerBroker non-votes, if any, will not be counted towards a nominee's achievementwould have the effect of a plurality.vote “Against” the Proposal. If the beneficial owner does not provide

voting instructions, the broker, bank or other nominee cannot vote its shares for the First Proposal. IfHowever, if the beneficial owner authorizes a proxy or properly executes any materials prepared by the broker, bank or other nominee without indicating voting instructions, the broker, bank or other nominee will have the discretion to vote its shares according to the Board'sBoard’s recommendations. Notwithstanding the foregoing, the Company does not expect many, if any, broker non-votes at the Special Meeting because there are no routine proposals to be voted on at the Special Meeting.

The Stockholder of record can revoke a proxy at any time before it is exercised at the AnnualSpecial Meeting by (1) delivering a written revocation notice prior to the AnnualSpecial Meeting to BlackRock Capital Investment Corporation, Attention: Corporate Secretary, 40 East 52nd Street, New York, New York 10022; (2) submitting a later-dated proxy card, a later-dated electronic vote via the website stated on the proxy card, or a later-dated vote using the toll-free telephone number stated on the proxy card; or (3) voting in personvirtually at the AnnualSpecial Meeting. If the Stockholder holds shares of common stock through a broker, bank or other nominee, the Stockholder must follow the instructions received from the broker, bank or other nominee in order to revoke the voting instructions. Attending the AnnualSpecial Meeting does not revoke a proxy unless the Stockholder also votes in personvirtually at the AnnualSpecial Meeting.

The Company will bear the expense of the solicitation of proxies for the AnnualSpecial Meeting, including the cost of preparing, assembling, printing, mailing and posting to the Internet the Notice of AnnualSpecial Meeting, this Proxy Statement, the proxy card and any additional information furnished to Stockholders. The Company intends to

use the services of Georgeson Inc.LLC to assist in the solicitation of proxies. The Company expects to pay market rates for such services, with an estimated base fee not to exceedof $6,500 plus expenses.

Proxies may also be solicited in person and/or by telephone, mail, facsimile transmission or email by the Directors or our officers and/or the officers orcertain employees of BlackRock Capital Investment Advisors, LLC, the Company'sCompany’s investment advisor (the "Advisor"“Advisor”), or its affiliates. No additional compensation will be paid to the Directors, officers or regular employees for such services.

Approval of the Proposal may be obtained in either of two ways. First, the Proposal. The will be approved if we obtain the affirmative vote of (1) a pluralitymajority of allthe outstanding shares of common stock of the Company presententitled to vote at the Annual Meeting, in person or by proxy, is required to elect each of the nominees as a director. A vote by a plurality means the three nominees with the highest number of affirmative votes, regardless of the votes withheld for the candidates, will be elected.

Second Proposal. The affirmative vote ofSpecial Meeting; and (2) a majority of allthe outstanding shares of common stock entitled to vote at the Special Meeting that are not held by affiliated persons of the Company, which includes the Directors, officers, employees and 5% Stockholders. For purposes of the Proposal, the Investment Company Act of 1940 (the “1940 Act”) defines “a majority of the outstanding shares” as: (1) 67% or more of the voting securities present at the AnnualSpecial Meeting in personif the holders of more than 50% of the outstanding voting securities of the Company are present or represented by proxy, andproxy; or (2) 50% of the outstanding voting securities of the Company, whichever is the less. Second, the Proposal also will be approved if we receive approval from a majority of the number of beneficial holders of our common stock entitled to vote is requiredat the Special Meeting, without regard to ratifywhether a majority of such shares are voted in favor of the selection of Deloitte & Touche LLP to serve as the Company's independent registered public accounting firm for the year ending December 31, 2018. Because brokersProposal. Abstentions and broker non-votes will have discretionary authority to vote for the ratification ofsame effect as votes against the selection of the Company's independent registered public accounting firm in the event that they do not receive voting instructions from the beneficial owner of the shares, there should not be any broker non-votes with respect to the Second Proposal.

First Proposal.Stockholders may vote "For"“For,” “Against,” or "Withhold."“Abstain.” A vote for "Withhold"“Abstain” with respect to a nominee for directorthe Proposal will not be voted in favor of or against the Proposal, but will be treated as present for purposes of determining a quorum forand will have the Annual Meeting but will not be counted towards a nominee's achievementeffect of a plurality. Where there are three director nominees up for election, as isvote “Against” the case here, a vote by a plurality means the three nominees with the highest number of affirmative votes, regardless of the votes withheld for the candidates, will be elected. As a result, a "Withhold" vote will have no effect on the First Proposal. If a Stockholder holds shares in street name through a broker, bank or other nominee, the Stockholder'sStockholder’s broker, bank or other nominee will not be permitted to exercise voting discretion with respect to the First Proposal. Therefore, if a Stockholder holds shares through a broker, bank or other nominee and the Stockholder does not give itsreturn voting instruction materials sent to them by their broker, bank or other nominee, specific instructions on how to vote and sufficient shares are present at the Annual Meeting for quorum purposes, or the Stockholder does not vote in accordance with the voting instructions on the proxy card, the

Stockholder'stheir shares will not be treated as present for purposes of establishing quorum, but will not be counted towards a nominee's achievement of a plurality.quorum. However, if a Stockholder authorizes a proxy or properly executes any materials prepared by the broker, bank or other nominee without indicating voting instructions, the broker, bank or other nominee will have the discretion to vote the Stockholder'sStockholder’s shares according to the Board'sBoard’s recommendations.

Second Proposal. Stockholders may vote "For," "Against," or "Abstain." A vote for "Abstain" with respect to the Second Proposal will be considered present for the purpose of determining the presence of a quorum and will have the effect of a vote against the Second Proposal. Because brokers will have discretionary authority to vote for the ratification of the selection of the Company's independent registered public accounting firm in the event that they do not receive voting instructions from the beneficial owner of the shares, there should not be any broker non-votes with respect to the Second Proposal. If a Stockholder holds shares through a broker, bank or other nominee, the Stockholder's broker, bank or nominee will be permitted to exercise voting discretion with respect to the Second Proposal.

IfSimilarly, if a Stockholder holds shares in its own name (i.e., not through a bank, broker or nominee) and signs and returns a proxy card with no further instructions, the Stockholder'sStockholder’s shares will be voted in accordance with the recommendations of the Board with respect to the First and Second Proposals.Proposal. The proxyholders will vote in accordance with their discretion with regard to any other matter that properly comes before the AnnualSpecial Meeting.

The Special Meeting may be adjourned from time to time pursuant to our bylaws. If there appears not to be enough votes to approve anythe Proposal at the Special Meeting, the Chairman of the Proposals at the Annual Meeting, the Chair of the AnnualSpecial Meeting or a majority of the Stockholders who are represented in person via webcast or by proxy and entitled to vote at the AnnualSpecial Meeting may vote to adjourn the AnnualSpecial Meeting, in the manner provided in our bylaws,  to permit the further solicitation of proxies. The persons named as proxies will vote proxies held by them for such adjournment, unless marked to be voted against the proposal for which an adjournment is sought, to permit the further solicitation of proxies.

The Company had 73,059,32274,466,665 shares of common stock outstanding at the close of business on the record date. Each share of common stock is entitled to one vote.

The holders of a majority of the outstanding shares of common stock entitled to vote at the AnnualSpecial Meeting and present in person via webcast or by proxy will constitute a quorum for the Proposals;Proposal; provided, however, that if there is no contest for the election of Directors, and a majority of the outstanding shares of common stock entitled to vote at the AnnualSpecial Meeting are not present in person via webcast or by proxy, the holders of one-third of such shares shall constitute a quorum to the extent permitted by applicable law. In the event there are not sufficient votes for a quorum or to approve the ProposalsProposal at the time of the AnnualSpecial Meeting, the AnnualSpecial Meeting may be adjourned, postponed or delayed in order to permit further solicitation of proxies by the Company.

THE PROPOSALSPROPOSAL

FIRST PROPOSAL: TO ELECTAUTHORIZE FLEXIBILITY FOR THE CLASS II DIRECTORS.COMPANY, WITH APPROVAL OF THE BOARD OF THE COMPANY, TO SELL OR OTHERWISE ISSUE SHARES OF ITS COMMON STOCK (DURING THE NEXT 12 MONTHS) AT A PRICE BELOW THE COMPANY’S THEN CURRENT NET ASSET VALUE PER SHARE IN ONE OR MORE OFFERINGS, SUBJECT TO CERTAIN LIMITATIONS SET FORTH HEREIN (INCLUDING THAT THE CUMULATIVE NUMBER OF SHARES SOLD PURSUANT TO SUCH AUTHORITY DOES NOT EXCEED 25% OF THE COMPANY’S THEN OUTSTANDING COMMON STOCK IMMEDIATELY PRIOR TO EACH SUCH SALE).

WHO ARE THE NOMINEES FOR CLASS II DIRECTORS?The Company is a closed-end investment company that has elected to be regulated as a business development company (a “BDC”) under the 1940 Act. The 1940 Act generally prohibits the Company from selling shares of its common stock at a price below the current net asset value per share of such stock or “NAV,” unless its Stockholders authorize such a sale and the Board makes certain determinations.

Meridee A. Moore and William E. Mayer have been re-nominated for electionThe Company seeks the approval of its Stockholders so that it may, in one or more public or private offerings, sell or otherwise issue shares of its common stock at a price below its then current NAV, subject to certain additional conditions discussed below. If approved, the authorization by Stockholders would include a limitation as to the Board atnumber of shares of common stock the Annual Meeting and Michael J. Zugay, our Chief Executive Officer, has been nominatedCompany may issue below NAV in connection with each sale. If approved, the authorization would be effective for a twelve month period expiring on the first time. Mr. Zugay is not being proposed for electionanniversary of the date of Stockholder approval. Upon obtaining the requisite Stockholder approval, the Company will comply with the conditions described below in connection with any financing undertaking pursuant to any agreement this proposal. See below for a discussion of the risks of dilution.

Reasons to Offer Common Stock at a Price Below NAV. Global capital markets have periodically experienced periods of disruption evidenced by a lack of liquidity in the debt capital markets, write-offs in the financial services sector, the re-pricing of credit risk, the failure of certain major financial institutions and general concerns about the state of the U.S. economy. Many investors sold assets because they had to repay debt and/or understanding between himmeet equity redemption requirements, which created an environment of forced selling. These sales created a negative pressure on valuations that led to unprecedented declines in prices in the corporate debt markets. The effect of all of these factors was an increase in realized and unrealized losses on debt and equity investments of many finance companies.

The ongoing COVID-19 pandemic has disrupted capital markets and adversely impacted the value of financial assets. The current economic situation and the Company. Certain information concerning Ms. Mooreunprecedented measures taken by state, local and Messrs. Mayernational governments around the world to combat the spread of COVID-19 and Zugayits economic impacts, as well as various social, political and psychological tensions in the United States and around the world, may continue to contribute to severe market disruptions and volatility and reduced economic activity, may have long-term negative effects on the U.S. and worldwide financial markets and economy and may cause further economic uncertainties in the U.S. and worldwide. It is set forth below. Ms. Moore has beendifficult to predict how long the financial markets and economic activity will continue to be impacted by these events and the Company cannot predict the effects of these or similar events in the future on the U.S. economy and securities markets. However, these events could have a Directorsignificant negative impact on the Company’s performance, net asset value, liquidity, income, operating results and ability to pay distributions and service debt, as well as the performance, income, operating results and viability of companies in which it invests. If adverse conditions continue, the Company and other companies in the financial services sector may not have access to sufficient debt and equity capital to take advantage of favorable investment opportunities. Capital may not be available to the Company on favorable terms, or at all, in light of the inherent uncertainty and volatility of the financial markets.

In adverse economic environments, companies that have access to capital have a significant advantage. The Company since November 7, 2017, when she was appointedbelieves that such market conditions may create opportunities to invest in assets at prices that are at discounts to their economic or intrinsic fair value. For firms that continue to have access to capital, adverse economic environments may provide investment opportunities on more favorable terms than in other periods,

including more reasonable pricing of risk and more advantageous contractual provisions. To capitalize on these investment opportunities as they arise, the Company needs to be able to maintain consistent access to capital.

Stockholder approval of the Proposal will provide the Company with flexibility. In addition to using a portion of net proceeds from an offering of the Company’s shares at a price below NAV to make investments in accordance with the Company’s investment objective, the Company may use a portion of the net proceeds from any such offering to repay outstanding borrowings.

Many BDCs have sought and received authorization from their stockholders to sell shares of common stock at prices below NAV for many of the same reasons discussed above. Several of those BDCs have over time completed offerings of common stock at prices per share below their respective NAV. If the Company issues additional shares, the Company’s market capitalization and the amount of publicly tradable common stock will increase, which may afford all holders of our common stock greater liquidity. A larger market capitalization may make the Company’s stock more attractive to a larger number of investors who have limitations on the size of companies in which they invest. Furthermore, a larger number of shares outstanding may increase trading volume, which could decrease the volatility in the price of the Company’s common stock in the secondary market.

As a BDC and a regulated investment company (a “RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended, the Company depends on its ability to raise capital through the issuance of its common stock. RICs generally must distribute substantially all of their earnings to stockholders as dividends in order to achieve favorable tax treatment, which prevents the Company from using those earnings to support new investments (including investments into existing portfolio companies). Further, the Company currently must maintain an asset coverage ratio (the ratio of total assets less total liabilities other than indebtedness to total indebtedness) of not less than 150% (a 2:1 debt to equity ratio), in order to incur debt or to issue other senior securities. The Company’s credit facility also requires that the Company maintain an asset coverage ratio of not less than 150%.

To the extent that the Company is unable to raise capital through the issuance of equity, its ability to raise capital through the issuance of debt or senior securities may be inhibited by the Boardasset coverage ratio requirement. Failure to fillmaintain an asset coverage ratio of not less than 150% could have severe negative consequences for a vacancy onBDC, including the Board. Mr. Mayer has beeninability to pay dividends, breaching debt covenants and failure to qualify for tax treatment as a Director ofRIC. Although the Company since 2005.

The Boarddoes not currently consists of seven (7) Directors and is divided into three classes, designated Class I, Class II and Class III. If elected, Michael J. Zugayexpect that its asset coverage ratio will increasefall below 150%, the Board to eight (8) Directors. The term of office of one class of

Directors expires at each annual meeting of Stockholders on a staggered basis. Each class of Directors holds office for a three-year term. For example, John R. Baron and Jerrold B. Harris stood for election as Class I Directors at last year's annual meeting of Stockholders; Meridee A. Moore, William E. Mayer and Michael J. Zugay stand for election at this year's annual meeting of Stockholders and if elected will serve as Class II Directors;markets in which it operates and the Class III Directors, Maureen K. Usifer, Mark S. Liesgeneral economy remain volatile and James E. Keenan, are expecteduncertain. Volatility in the capital markets could result in negative pressure on debt investment valuations, potentially impacting the Company’s asset valuations, Stockholder equity and the Company’s asset coverage ratio. In addition, the debt capital that will be available, if at all, to stand for re-electionthe Company may be at a higher cost and on less favorable terms and conditions in the Company's 2019 annual meetingfuture. The issuance of Stockholders. Each Director holds office for the three-year term to which he or she is elected and until his or her successor is duly elected and qualifies or until his or her earlier resignation, removal from office, death or incapacity.

The NASDAQ Global Select Market ("NASDAQ") rules require listed companies, such asadditional stock would enable the Company to have a board of directors composed of at least a majority of independent directors. Independent directors are those who are not interested persons ofincrease the Company or of the Advisor, for purposes of the 1940 Act (the "Independent Directors"). Section 2(a)(19) of the 1940 Act defines an "interested person" to include, among other things, any person who has, or within the last two years had, a material business or professional relationship with the Company. As partdollar amount of its annual assessment of director independenceleverage.

The following table lists the high and low closing sales price as requiredquoted on NASDAQ under NASDAQ rules, our Board has determined that each of the following Directors are independent: Messrs. Baron, Harris, Liessymbol “BKCC” for the Company’s common stock and Mayer, Ms. Usifer and Ms. Moore. Based upon information requested from each Director concerning his or her background, employment and affiliations, our Board has affirmatively determined that none of the Independent Directors has a material business or professional relationship with the Company, other than in his or her capacityclosing sales price as a memberpercentage of NAV for the Board or any Board committee.

Ms. Mooreyears ended December 31, 2020 and Mr. Mayer are nominees2019 and for Independent Directors. Mr. Zugay is our Chief Executive Officer and, if elected, will be an Interested Director:the current fiscal year ending December 31, 2021.

BelowShares of the Company’s common stock have traded at a price both above and below their NAV since they began trading on NASDAQ. It is information concerningnot possible to predict whether the Directors who areCompany’s common stock will trade at, above or below NAV in the future. During times of increased price volatility, the Company’s common stock may trade at a price equal to, above or below its NAV, which is not subjectuncommon for BDCs such as the Company. As noted above, however, market volatility and regulatory changes have created, and we believe will continue to re-electioncreate for the foreseeable future, favorable opportunities to invest, including opportunities that, all else being equal, may increase NAV over the longer-term, even if financed with the issuance of common stock at a price below NAV. Stockholder approval of the Annual Meeting:Proposal is expected to provide the Company with the flexibility to invest in such opportunities and to repay outstanding borrowings.

The Board believes it is in the best interests of Stockholders to allow the Company flexibility to issue its common stock at a price below NAV in certain instances. The Company’s ability to grow over time and to continue to pay dividends to Stockholders could be adversely affected if the Company were unable to access the capital markets as attractive investment opportunities arise. Inability to access the capital markets could also have the effect of forcing the Company to sell assets that the Company would not otherwise sell and at disadvantageous times.

DOES THE BOARD HAVE ANY COMMITTEES?

Yes. The Board has determinedwill consider the potential dilutive effect when considering whether to authorize any such issuance. Shares of common stock sold at prices below then current NAV upon exercise or conversion of any warrants or other securities that the efficient conduct of the Company's affairs makes it desirable to delegate responsibility for certain specific matters to committees of the Board. The committees meet as often as necessary, either in conjunction with regular meetings of the Board or otherwise. The Board has created a Governance and Compensation Committee comprised of all of the Independent Directors. The Board has also created an Audit Committeemay be issued under authority previously approved by Stockholders in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934 (the "Exchange Act") comprised solely of Independent Directors.

Audit Committee

The Audit Committee operates pursuant to a charter approved by the Board, a copy of which is available on the Company's website at http://www.blackrockbkcc.com. The charter sets forth the responsibilities of the Audit Committee. The primary function of the Audit Committee is to serve as an independent and objective party to assist the Board in fulfilling its responsibilities for overseeing all material aspects of the Company's accounting and financial reporting processes, internal control and audit functions, monitoring the independence and performance of the Company's independent registered public accounting firm, providing a means for open communication among the Company's independent registered public accounting firm, financial and senior management and the Board, reviewing and commenting on preliminary valuation conclusions by independent valuations firms and overseeing compliance by the Company with legal and regulatory requirements. The Audit Committee is presently composed of six persons, including Mses. Usifer (Chair) and Moore and Messrs. Baron, Lies, Harris, and Mayer, each of whom is independent for purposes61(a) of the 1940 Act and The NASDAQ Global Select Market corporate governance regulations. The Boardwill not be taken into account in determining whether the 25% limitation described above in this Proposal has determined that Ms. Usiferbeen reached.

When stock is an "audit committee financial expert" as defined under Item 407sold at a sale price below NAV per share, the resulting increase in the number of Regulation S-Koutstanding shares is not accompanied by a proportionate increase in the net assets of the Exchange Act. Ms. Usifer meets the current independence and experience requirements of Rule 10A-3issuer. Stockholders should also consider that they will have no subscription, preferential or preemptive rights to additional shares of the Exchange Actcommon stock proposed to be authorized for issuance, and in addition, isthus any future issuance of common stock at a price below NAV will dilute a Stockholder’s holdings of common stock as a percentage of shares outstanding to the extent the Stockholder does not an "interested person" of the Company or of the Advisor as defined in Section 2(a)(19) of the 1940 Act.

Governance and Compensation Committee

The Board has a Governance and Compensation Committee. The Governance and Compensation Committee consists of Mses. Usifer and Moore and Messrs. Baron, Lies, Harris and Mayer (Chair), each of whom is independent for purposes of the 1940 Act and the NASDAQ corporate governance regulations. The Governance and Compensation Committee operates pursuant to a charter approved by the Board, which is available on the Company's website at http://www.blackrockbkcc.com. The Governance and Compensation Committee performs those functions enumeratedpurchase sufficient shares in the Governance and Compensation Committee charter including, but not limitedoffering or otherwise to making nominations formaintain the appointment or election of Independent Directors, reviewing Independent Director compensation, retirement policies and personnel training policies, administering the provisions of the code of ethics applicable to the Independent Directors and determining or recommending to the Board for determination, the compensation of any executive officers of the Company. Currently, the Company's executive officers do not receive any direct compensation from the Company.

With respect to nominations to the Board, the Governance and Compensation Committee may consider nominations for the office of director made by Company Stockholders as it deems appropriate. Stockholders who wish to recommend a nominee should send a recommendation to the Company's Secretary that includes all information relating to such person that is required to be disclosed in solicitations of proxies for the election of members to the Board or is required by the advance notice provision of the Company's bylaws. For a candidate to be considered by the Governance and Compensation Committee, a Stockholder must submit the recommendation in writing and must include:

Such recommendation must be accompanied by a written consentoffering. The level of each proposed candidate to being namedNAV per share dilution will decrease as a nominee and to serve as a director if elected. The Governance and Compensation Committee may take into consideration the number of shares such stockholders purchase increases. Existing stockholders who buy more than such percentage will experience NAV per share dilution on their existing shares but will, in contrast to existing stockholders who purchase less than their proportionate share of the Company's common stock held byoffering, experience an increase (often called accretion) in average NAV per share over their investment per share and will also experience a disproportionately greater increase in their participation in our earnings and assets and their voting power than our increase in assets, potential earning power and voting interests due to the recommending Stockholder andoffering. The level of accretion will increase as the lengthexcess number of timeshares such stockholder purchases increases. Even a stockholder who over participates will, however, be subject to the risk that we may make additional discounted offerings in which such stockholder does not participate, in which case such a stockholder will experience NAV per share dilution as described above in such subsequent offerings. These stockholders may also experience a decline in the market price of their shares, have been held. The Governance and Compensation Committee seekswhich often reflects to identify individuals to serve on the Board who have a diverse range of viewpoints, qualifications, experiences, backgrounds and skill sets so that the Board willsome degree announced or potential decreases in NAV per share. This decrease could be better suited to fulfill its responsibility of overseeing the Company's activities. In so doing, the Governance and Compensation Committee reviewsmore pronounced as the size of the Boardoffering and the knowledge, experience, skills, expertise and diversitylevel of discounts increases. There is no maximum level of discount from NAV at which we may sell shares pursuant to this authority.

Required Vote. Approval of the DirectorsProposal may be obtained in lighteither of two ways. First, the Proposal will be approved if we obtain the affirmative vote of (1) a majority of the issues facing the Company in determining whether one or more new directors should be addedoutstanding shares of common stock entitled to the Board. The Governance and Compensation Committee believes that the Directors as a group possess the array of skills, experiences and backgrounds necessary to guide the Company. The Director biographies included herein highlight the diversity and breadth of skills, qualifications and expertise that the Directors bring to the Company.

Stockholder recommendations for nominees must set forth the information required by the Company's bylaws, which includes the information described above and must be delivered to or mailed and receivedvote at the Company's principal executive office not more than 120 days nor fewer than 90 days in advanceSpecial Meeting; and (2) a majority of the anniversary dateoutstanding shares of the immediately preceding annual meeting of Stockholders; provided, however, that if the date of the annual meeting has changed by more than 30 days from the prior year, the nomination must be received not later than the close of business on the tenth day following the day on which such notice of the date of the meeting was mailed or such public disclosure of the date of the meeting was made, whichever first occurs.

Code of Ethics

The Company has adopted codes of ethics and business conduct which applycommon stock entitled to among others, the Directors, as well as its officers, including its Chief Executive Officer and Chief Financial Officer. The Company's codes of ethics and business conduct can be accessedvote at the Company's website at http://www.blackrockbkcc.com. The Company intends to disclose any amendments to or waivers of required provisions of the applicable codes on the Company's website and as otherwise requiredSpecial Meeting that are not held by the rules promulgated by NASDAQ and the SEC.

WHAT QUALIFICATIONS ARE CONSIDERED OF DIRECTOR NOMINEES?

The charter of the Governance and Compensation Committee of the Board provides for evaluating potential director candidates against the knowledge, experience, skills, expertise and diversity that in the Company's view are necessary and desirable for such candidates. The knowledge, experience, skills, expertise and diversity of a director candidate are considered in their totality, and none of the criteria, in isolation, is controlling. The Company believes that the criteria set forth in the Governance and Compensation Committee charter allow for directors who have balanced and diverse experience, skills, attributes and qualifications, which in turn allows the Board to operate effectively in governing the Company and protecting the interests of its Stockholders. Each director's background and experience evince the ability to perform his or her duties as a director effectively. In particular, these experiences include the director's education or professional training; business, consulting, public service or academic positions; experience from service as a board member of the Company, other investment companies, public companies, or non-profit entities or other organizations; ongoing commitment and participation in Board and committee meetings, as well as leadership of standing committees throughout the years; or other relevant life experiences.

The table below discusses some of the experiences, qualifications and skills of each of our Directors and Director Nominees that support the conclusion that they should serve (or continue to serve) as such.

IS THE CHAIR OF THE BOARD AN INTERESTED DIRECTOR?

Yes. Our Directors have been divided into interested Directors and Independent Directors. Interested Directors are interestedaffiliated persons as defined in the 1940 Act. The Board’s Chair, James Keenan, is an interested Director because he is a Managing Director of BlackRock, Global Head of Fundamental Credit as well as a member of BlackRock’s Global Operating Committee and the BlackRock Alternative Investment Executive Committee. In part because the Company is an externally-managed investment company, the Board believes having an interested chair that is familiar with the

Company’s portfolio companies, its day-to-day management and the operations of its Advisor enhances, among other things, the Board’s understanding of the Company’s investment portfolio, business, finances and risk management efforts. In addition, the Board believes that Mr. Keenan’s employment with an affiliate of the Advisor better allows for the efficient mobilization of the Advisor’s resources at the Board’s behest and on its behalf.

IS THERE A LEAD INDEPENDENT DIRECTOR?

On March 7, 2017, the Board of Directors approved the appointment of William E. Mayer to the newly created role of Lead Independent Director. Mr. Mayer has been a Director of the Company since 2005. The Board of Directors believes that the addition of this position will allow each director to enjoy more effective, accurate and efficient communication with the Company, the Advisor and management, and will facilitate the timely transmission of information among such parties.

WHAT IS THE BOARD'S ROLE WITH RESPECT TO OVERSIGHT OF THE COMPANY'S RISKS?

As is the case with most business development companies and investment companies, the Company's investment adviser has responsibility for the day-to-day management of the Company, which includes responsibility for risk management. Examples of prominent risks include investment risk, regulatoryDirectors, officers, employees, and compliance risks, operational risks, accounting risks, valuation risks, service provider risks and legal risks. As part of its oversight role, the Board, acting at its scheduled meetings, or the Board's Chair, acting between Board meetings, interacts with and receives reports from senior personnel of service providers, including the Advisor's portfolio management personnel. The Board receives periodic presentations and reports from senior personnel5% Stockholders. For purposes of the Advisor regarding risk management generally, as well as periodic presentations regarding specific operational, compliance or investment areas such as accounting, administration, anti-money laundering, business continuity, personal trading, valuation, and investment research. The Board also receives reports from counsel toProposal, the Company and the Board's own independent legal counsel regarding regulatory compliance and governance matters. The Board's Audit Committee receives periodic communications from the Company's independent registered public accounting firm. The Board interacts with and receives reports from the Company's Chief Compliance Officer in connection with each scheduled meeting and, at least on an annual basis, the Company's Independent Directors meet separately from the Advisor and the Company's management, with the Company's Chief Compliance Officer and independent legal counsel on regulatory compliance matters. The Board's oversight role does not make the Board a guarantor1940 Act defines “a majority of the Company's investmentsoutstanding shares” as: (1) 67% or activities. While there are a number of risk management functions performed by the Advisor and the other service providers, as applicable, it is not possible to eliminate allmore of the risks applicable tovoting securities present at the Company.

HOW CAN THE COMPANY'S STOCKHOLDERS SEND COMMUNICATIONS TO THE DIRECTORS?

Stockholders and other interested parties may communicate withSpecial Meeting if the Board or any memberholders of more than 50% of the Board by mail addressed to the Board or the Director(s) with whom they wish to communicate by either name or title. All such correspondence should be sent c/o Secretaryoutstanding voting securities of the Company at 40 East 52nd Street, New York, New York 10022.

HOW OFTEN DO THE DIRECTORS MEET?

In 2017,are present or represented by proxy; or (2) 50% of the outstanding voting securities of the Company, whichever is the less. Second, the Proposal also will be approved if we receive approval from a majority of the number of meetings held for the full Board totaled five and the number of meetings held for the Audit Committee totaled four. The Governance and Compensation Committee met twice in 2017. During the Company's last full fiscal year, each Director attended at least 75% of the aggregate of (i) all regular meetings of the Board of the Company and (ii) all meetings of all committees of the Board of the Company on which the Director served. The Company requires each Director to make a diligent effort to attend all Board and committee meetings, and encourages, but does not require, Directors to attend the annual meeting of Stockholders. At the 2017 Annual Meeting, one of the Directors attended in person.

WHAT ARE THE COMPANY'S DIRECTORS AND OFFICERS PAID FOR THEIR SERVICES?

NASDAQ rules require listed companies, such as the Company, to approve the compensation of the chief executive officer. The Company has not paid, and does not intend to pay, compensation to our executive officers for their service as executive officers of the Company. Our executive officers are employees of, and are compensated by, the Advisor

and/or the Company's administrator. The Independent Directors have approved the investment management agreement between the Company and the Advisor and the administration agreement between the Company and its administrator, each as required under the 1940 Act.

The following table shows information regarding the compensation received by the Independent Directors and officers from the Company for the fiscal year ended December 31, 2017. No compensation is paid to directors who are "interested persons" as defined in the 1940 Act.

As compensation for serving on our Board, each Independent Director received an annual fee of $100,000 in 2017 and the lead Independent Director received an additional annual fee of $22,500. Additionally, each Independent Director receives meeting attendance fees of $2,500 ($1,250 for telephonic attendance) per board meeting and $1,000 ($500 for telephonic attendance) per committee meeting attended plus reimbursement of reasonable out-of-pocket expenses incurred in connection with such attendance. In addition, the chair of the audit committee receives an annual fee of $15,000 and the chair of any other committee receives an annual fee of $2,500 for their additional services in these

capacities. Prior to November 7, 2017, the chair of the audit committee received an annual fee of $12,500. In addition, we purchase directors' and officers' liability insurance on behalf of our Directors and officers.

HOW LARGE A STAKE DO THE DIRECTORS HAVE IN THE COMPANY?

The following table sets forth the dollar rangebeneficial holders of our common stock beneficially owned by each of our Directors and Director nominees as of March 19, 2018. We are not part of a "family of investment companies" as that term is defined inentitled to vote at the 1940 Act.

WHAT VOTE IS REQUIRED TO APPROVE THIS PROPOSAL?

The election of each of Ms. Moore and Messrs. Mayer and Zugay requires the affirmative vote of a plurality of the shares voted. For purposes of the vote on this proposal, abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum.

HOW DO THE DIRECTORS RECOMMEND I VOTE ON THIS PROPOSAL?

THE BOARD, INCLUDING THE INDEPENDENT DIRECTORS, RECOMMENDS THAT YOU VOTE "FOR" EACH NOMINEE.

* * * * *

SECOND PROPOSAL: TO RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP TO SERVE AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2018.

Deloitte & Touche LLP ("D&T") has been selected as the independent registered public accounting firmSpecial Meeting, without regard to audit the financial statements of the Company as of and for the Company's fiscal year ending December 31, 2018. D&T was selected by the Audit Committee of the Company and that selection was ratified by the Company's Board, including all of the Independent Directors, by a vote cast in person. The Company does not know of any direct or indirect financial interest of D&T in the Company. A representative of D&T will attend the Annual Meeting, will have the opportunity to make a statement if he or she desires to do so and will be available to answer questions.

Fees Incurred by the Company for Deloitte & Touche LLP

Aggregate fees incurred by the Company for the fiscal years ended December 31, 2017 and 2016 for the Company's principal accounting firm, D&T, the member firms of Deloitte Touche Tohmatsu Limited, and their respective affiliates, are set forth below.

Audit Fees

Audit fees consist of fees billed for professional services rendered for the audit of our year-end consolidated financial statements and reviews of the condensed consolidated financial statements filed with the SEC on Forms 10-K and 10-Q, as well as work generally only the independent registered public accounting firm can be reasonably expected to provide, such as comfort letters, consents and review of documents filed with the SEC, including certain 8-K filings. Audit fees also include fees for the audit opinion rendered regarding the effectiveness of internal control over financial reporting.

Audit-Related Fees

Audit-related services consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under "Audit Fees." These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

Tax Services Fees

Tax services fees consist of fees billed for professional services performed by the independent registered public accounting firm's tax personnel for tax compliance. These services include assistance regarding federal, state and local tax compliance except those services specifically related to the audit and review of financial statements.

All Other Fees

Other fees would include fees paid to the independent registered public accounting firm for products and services other than the services reported above.

Audit Committee Policies and Procedures

The Audit Committee operates under a written charter adopted by the Board. Management is responsible for the Company's internal controls and the financial reporting process. D&T, as our independent registered public accounting firm ("Independent Auditors"), is responsible for performing an independent audit of our financial statements in accordance with standards of the Public Company Accounting Oversight Board (United States) and expressing an opinion on the conformity of those financial statements in accordance with accounting principles generally accepted in the United States. The Audit Committee's responsibility is to monitor and oversee these processes. The Audit Committee is also directly responsible for the appointment, compensation and oversight of our Independent Auditors.

The Audit Committee has established a pre-approval policy that describes the permitted audit, audit-related, tax and other services that may be provided by our Independent Auditors. The policy requires that the Audit Committee pre-approve the audit and non-audit services performed by the Independent Auditors in order to assure that the provision of such service does not impair the Independent Auditors' independence. The responsibility for pre-approval of audit and permitted non-audit services includes pre-approval of the fees for such services and the other terms of the engagement.

Periodically, the Audit Committee reviews and approves all audit, audit-related, tax and all other services that are performed by our Independent Auditors. Normally, pre-approval is provided at regularly scheduled meetings of the Audit Committee. However, the Audit Committee may delegate pre-approval authority between meetings to one or more of its members. The member or members to whom such authority is delegated shall report any pre-approval decisions to the Audit Committee at its next scheduled meeting. The Audit Committee does not delegate its responsibilities to pre-approve services performed by the Independent Auditors to management.

All services described above under "Audit Fees," "Audit-Related Fees," "Tax Services Fees" and "All Other Fees" were pre-approved by the Audit Committee.

Notwithstanding anything to the contrary set forth in any of the Company's previous filings under the Securities Act of 1933 or the Exchange Act that might incorporate future filings, including this Proxy Statement, in whole or in part, the following Report of the Audit Committee shall not be deemed to be "soliciting material" or to be "filed" with the SEC, nor shall such information be incorporated by reference into any such filings under the Securities Act of 1933 or the Exchange Act.

Audit Committee Report

The Audit Committee has reviewed the Company's audited financial statements and met and held discussions with management and with D&T, with and without management present, regarding the audited financial statements. Management has represented to the Audit Committee that the Company's financial statements were prepared in accordance with accounting principles generally accepted in the United States. The Audit Committee has discussed with D&T matters required to be discussed relating to D&T's judgments about the quality, as well as the acceptability, of the Company's accounting principles as applied in its financial reporting as required by Public Company Accounting Oversight Board ("PCAOB") Auditing Standards No. 1301 ("AS 1301"). In addition, the Audit Committee has discussed with D&T their independence from management and the Company, as well as the matters in the written disclosures received from D&T and required by AS 1301 and PCAOB Rule 3526, "Communication with Audit Committees Concerning Independence." The Audit Committee has also received the written disclosures and the letter from D&T required by applicable requirements of the Public Company Accounting Oversight Board regarding D&T's communications with the audit committee concerning independence, and has discussed with D&T its independence.

Based on the Audit Committee's review and discussions referred to above, including its discussions with management and the independent registered public accounting firm, the Audit Committee's review of the audited financial statements, the representations of management and the report of the D&T to the Audit Committee, the Audit Committee recommended that the Board include the audited financial statements in the Company's annual report on Form 10-K for the fiscal year ended December 31, 2017 for filing with the SEC. The Audit Committee has also recommended and the Board, includingwhether a majority of the Independent Directors, has approved, selecting D&T to serve as the Company's independent registered public accounting firm for the year ending December 31, 2018.

Maureen K. Usifer, Chair

John R. Baron

Mark S. Lies

Jerrold B. Harris

William E. Mayer

Meridee A. Moore

Required Vote

Approvalsuch shares are voted in favor of the Second Proposal requires the affirmative vote of a majority of all shares of common stock of the CompanyProposal. Abstentions will be treated as present at the AnnualSpecial Meeting in person or by proxy, and entitled to vote. Abstentions will be considered present for the purpose of determining the presence of a quorum purposes and will have the effect of a vote against the Second Proposal. Because brokers will have discretionary authorityIf there are broker non-votes at the Special Meeting, they would be treated as present at the Special Meeting for quorum purposes but not entitled to vote for the ratification of the selection of the Company's independent registered public accounting firm in the event that they do not receive voting instructions from the beneficial owner of the shares, there should not be any broker non-votes with respect to the SecondProposal and would have the effect of a vote “Against” the Proposal.

THE BOARD OF DIRECTORS, INCLUDING THE INDEPENDENT DIRECTORS, RECOMMENDS THAT YOU VOTE "FOR" THIS PROPOSAL.

* * * * *“FOR” THE PROPOSAL TO AUTHORIZE FLEXIBILITY FOR THE COMPANY, WITH APPROVAL OF THE BOARD OF THE COMPANY, TO SELL OR OTHERWISE ISSUE SHARES OF ITS COMMON STOCK AT A PRICE BELOW THE COMPANY’S THEN CURRENT NET ASSET VALUE PER SHARE IN ONE OR MORE OFFERINGS, SUBJECT TO CERTAIN LIMITATIONS SET FORTH ABOVE.

FURTHER INFORMATION ABOUT VOTING AND THE ANNUALSPECIAL MEETING

The cost of soliciting proxies will be borne by the Company. In addition, certain officers, Directors and employees of each of the Company and the Advisor (none of whom will receive additional compensation therefor) may solicit proxies in person and/or by telephone, mail, facsimile transmission or email.

The Company intends to use the services of Georgeson Inc.LLC to assist in the solicitation of proxies and expects to pay market rates for such services, with an estimated base fee not to exceedof approximately $6,500 plus expenses. As the AnnualSpecial Meeting approaches, certain Stockholders may receive a telephone call from a representative of Georgeson Inc.LLC if the Stockholder'sStockholder’s votes have not yet been received.

Abstentions and broker non-votes will be counted as shares present at the AnnualSpecial Meeting but not as votes cast and will not affecthave the result ofsame effect as votes against the votes on Proposal 1. Because brokers will have discretionary authority to vote for the ratification of the selection of the Company's independent registered public accounting firm in the event that they do not receive voting instructions from the beneficial owner of the shares, there should not be any broker non-votes with respect to Proposal 2.Proposal.

All properly executed proxies received prior to the AnnualSpecial Meeting will be voted at the AnnualSpecial Meeting in accordance with the instructions marked thereon or otherwise as provided therein. Stockholders may revoke their proxies at any time prior to the time they are voted by giving written notice to the Secretary of the Company, by delivering subsequently dated proxies or by attending and voting at the AnnualSpecial Meeting.

Important notice regarding the Internet availability of proxy materials for the AnnualSpecial Meeting of Stockholders. Stockholders.

The Proxy Statement and the 20162020 Annual Report on Form 10-K are available at:

www.envisionreports.com/BKC

IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.

BlackRock Capital Investment Corporation

ANNUALProxy — BLACKROCK CAPITAL INVESTMENT CORPORATION

SPECIAL MEETING OF STOCKHOLDERS TO BE HELD MAY 4, 2018

3, 2021
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Charles C.S. Park and Laurence D. Paredes, and each of them, as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side hereof, all of the shares of Common Stock of BlackRock Capital Investment Corporation (the "Company"“Company”) held of record by the undersigned on March 6, 20184, 2021 at the AnnualSpecial Meeting of Stockholders of the Company to be held on May 4, 20183, 2021 or at any adjournments or postponements thereof.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE PROPOSALS.PROPOSAL. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY BE PRESENTED TO THE MEETING OR ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF.

THE VALIDITY OF THIS PROXY IS GOVERNED BY THE LAWS OF THE STATE OF DELAWARE. THIS PROXY DOES NOT REVOKE ANY PRIOR POWERS OF ATTORNEY GIVEN BY THE UNDERSIGNED EXCEPT AS IT RELATES TO A PRIOR PROXY CONCERNING THE ANNUALSPECIAL MEETING.

IF THE PROXY IS SIGNED, SUBMITTED, AND NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE PROPOSALS.PROPOSAL.

PLEASE SIGN, DATE, AND RETURN PROMPTLY IN ENCLOSED ENVELOPE IF YOU ARE NOT VOTING BY PHONE OR INTERNET

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