Filed Pursuant to Rule 433
Issuer Free Writing Prospectus dated November 19, 2019
Relating to Preliminary Prospectus Supplement dated November 19, 2019 and
Prospectus dated August 16, 2019
Registration No. 333-233317
BlackRock TCP Capital Corp.
$50,000,000
3.900% Notes due 2024
PRICING TERM SHEET
November 19, 2019
The following sets forth the final terms of the 3.900% Notes due 2024 and should only be read together with the preliminary prospectus supplement dated November 19, 2019, together with the accompanying prospectus dated August 16, 2019, relating to these securities (the “Preliminary Prospectus”), and supersedes the information in the Preliminary Prospectus to the extent inconsistent with the information in the Preliminary Prospectus. In all other respects, this pricing term sheet is qualified in its entirety by reference to the Preliminary Prospectus. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Prospectus. All references to dollar amounts are references to U.S. dollars.
| Issuer | BlackRock TCP Capital Corp. (“TCPC”) |
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| Security | 3.900% Notes due 2024 |
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| Aggregate Principal Amount Offered | $50,000,000 |
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| Series of Notes | The Notes are a further issuance of the 3.900% Notes due 2024 that TCPC issued on August 23, 2019 in the aggregate principal amount of $150,000,000 (the “Existing 2024 Notes”). The Notes will be treated as a single series with the Existing 2024 Notes under the indenture and will have the same terms as the Existing 2024 Notes. The Notes offered hereby will have the same CUSIP number and will be fungible and rank equally with the Existing 2024 Notes. |
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| Maturity | August 23, 2024, unless earlier repurchased or redeemed |
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| Trade Date | November 19, 2019 |
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| Price to Public (Issue Price) | 99.035 % plus accrued and unpaid interest from August 23, 2019 up to, but not including, the date of delivery |
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| Aggregate Accrued Interest | $503,750 of accrued and unpaid interest from August 23, 2019 up to, but not including, the date of delivery. |
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| Coupon (Interest Rate) | 3.900% per year |
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| Yield to Maturity | 4.125 % |
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| Spread to Benchmark Treasury | T+250 basis points |
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| Benchmark Treasury | 1.500% UST due October 31, 2024 |
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| Benchmark Treasury Price and Yield | 99-13 / 1.625 % |
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| Interest Payment Dates | February 23 and August 23, commencing February 23, 2020 |
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| Make-Whole Redemption | Equal to the greater of the following amounts, plus, in each case, accrued and unpaid interest to the redemption date: - 100% of the principal amount of the notes to be redeemed, or - the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of accrued and unpaid interest to the date of redemption) on the notes to be redeemed, discounted to the redemption date on a semi annual basis (assuming a 360 day year consisting of twelve 30 day months) using the applicable Treasury Rate plus 45 basis points, plus, in each case, accrued and unpaid interest to the redemption date. |
| Change of Control | Holders have the right to require TCPC to repurchase the notes at 100% of their principal amount plus accrued and unpaid interest to, but not including, the repurchase date, if any, in the event of a change of control repurchase event. |
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| Settlement Date | November 26, 2019 (T+5) |
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| Denomination | $2,000 and integral multiples of $1,000 in excess thereof |
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| CUSIP | 09259E AA6 |
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| ISIN | US09259EAA64 |
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| Sole Book-Running Manager | BofA Securities, Inc. |
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| Co-Manager | Keefe, Bruyette & Woods, Inc. |
TCPC expects that delivery of the Notes offered hereby will be made against payment therefor on or about November 26, 2019, which will be the fifth business day following the date of the pricing of the Notes offered hereby (such settlement being herein referred to as “T+5”). Under Rule 15c6-1 promulgated under the Exchange Act, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes offered hereby prior to the second business day before the date of delivery hereunder will be required, by virtue of the fact that the Notes offered hereby initially will settle in T+5 business days, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement.
Certain U.S. Federal Income Tax Matters
The following summary of certain U.S. federal income tax considerations supplements the discussion set forth under the heading “U.S. Federal Income Tax Matters” in the accompanying Preliminary Prospectus and is subject to the qualifications and assumptions set forth therein.
The Notes are not being issued at a price that gives rise to market discount or amortizable bond premium for U.S. federal income tax purposes. Accordingly, the discussion of such matters set forth under the heading “U.S. Federal Income Tax Matters” in the accompanying Preliminary Prospectus will not apply to holders of the Notes. All holders are urged to consult their own tax advisors regarding their particular circumstances.
Investors are advised to carefully consider the investment objective, risks, charges and expenses of TCPC before investing. The Preliminary Prospectus, which has been filed with the Securities and Exchange Commission, contain this and other information about TCPC and should be read carefully before investing.
The information in the Preliminary Prospectus and in this pricing term sheet, is not complete and may be changed. The Preliminary Prospectus and this pricing term sheet are not offers to sell any securities of TCPC and are not soliciting an offer to buy such securities in any jurisdiction where such offer and sale is not permitted.
TCPC’s shelf registration statement relating to these securities is on file and was deemed immediately effective upon filing with the Securities and Exchange Commission. The offering may be made only by means of a preliminary prospectus supplement and an accompanying prospectus. When available, copies may be obtained from BofA Securities, Inc., by calling (800) 294-1322, or by email: dg.prospectus_requests@bofa.com.
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