UNITED ~~STATES~~STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~the~~Date ~~Securities~~of ~~Exchange~~Report ~~Act~~(Date of ~~1934~~earliest event reported): January 26, 2024

~~Date~~BLACKROCK ofCAPITAL ~~Report~~INVESTMENT ~~(Date of Earliest Event Reported): January 11, 2024 (January 10, 2024)~~CORPORATION

~~BLACKROCK~~(Exact ~~CAPITAL~~name ~~INVESTMENT~~of ~~CORP~~ Registrant as Specified in Its Charter)

(Exact name of registrant as specified in its charter)


Delaware	814-00712	20-2725151
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

50 Hudson Yards
New York, New York		10001
(Address of Principal Executive Offices)		(Zip Code)

Delaware	814-00712	20-2725151
(State or other jurisdiction of	(Commission	(IRS Employer
incorporation or organization)	File Number)	Identification Number)

    Registrant’s Telephone Number, Including Area Code: 212 810-5800

   

50 Hudson Yards

New York, NY 10001

(Address of principal executive offices)

(212) 810-5800

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒ ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		~~Trading symbol~~TradingSymbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		BKCC		NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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 any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~ITEM~~Item 17.01. ~~ENTRY~~REGULATION ~~INTO~~FD ~~A MATERIAL DEFINITIVE AGREEMENT~~DISCLOSURE.

~~Amended~~BlackRock ~~and~~Advisors, ~~Restated~~LLC ~~Agreement~~(“BlackRock Advisors”) began serving as the investment manager of BlackRock Capital Investment Corporation (the “Company”) on March 6, 2015, the date on which the Advisor acquired certain assets of the Company’s previous investment adviser (the “Acquisition Date”). On January 16, 2018, BlackRock Advisors assigned its management agreement with the Company to a wholly owned subsidiary, BlackRock Capital Investment Advisors, LLC (together with BlackRock Advisors, the “Advisor”) pursuant to Rule 2a-6 of the Investment Company Act of 1940. There was no change to the fees paid under the management agreement, nor to the personnel overseeing the provision of investment management services to the Company. For the Advisor’s marketing purposes unrelated to the Company, the Advisor has calculated implied IRRs (internal rate of return) for that portion of the Company’s portfolio which was invested on or after the Acquisition Date. Such implied IRRs have been calculated gross of any fees and ~~Plan~~expenses, as well as net of ~~Merger~~Applicable Fees (defined below). As a result, we are providing the information below. The calculation covers a period (the “Calculation Period”) beginning on the Acquisition Date and ending on September 30, 2023 (the “Calculation End Date”).

AsThe ~~previously~~implied ~~disclosed,~~IRR oncalculations ~~September~~include 6,the ~~2023,~~performance ~~BlackRock~~of ~~Capital~~all ~~Investment~~new ~~Corporation,~~monies ainvested ~~Delaware~~during ~~corporation~~the ~~(NASDAQ:~~Calculation ~~BKCC) (“BCIC”)~~Period. For such investments exited during the Calculation Period, ~~entered~~all ~~into~~actual ancash ~~Agreement~~inflows and ~~Plan~~outflows ofduring ~~Merger~~the (Calculation Period that were attributable to the ~~“Original~~investment ~~Merger~~were ~~Agreement”)~~used ~~with~~to ~~BlackRock~~calculate ~~TCP~~the ~~Capital~~implied ~~Corp~~IRRs. For all other such investments, athe ~~Delaware~~implied ~~corporation~~IRRs ~~(NASDAQ:~~were ~~TCPC)~~calculated (~~“TCPC”~~i), ~~Project~~using ~~Spurs~~all ~~Merger~~actual ~~Sub,~~cash ~~LLC,~~inflows aand ~~Delaware~~outflows ~~limited~~during ~~liability~~the ~~company~~Calculation ~~and wholly-owned~~Period ~~indirect~~that ~~subsidiary~~were ofattributable ~~TCPC~~to ~~(“Merger~~the ~~Sub”),~~investment and, ~~solely~~(ii) ~~for~~assuming that the ~~limited~~fair ~~purposes~~market ~~set~~value ~~forth~~of ~~therein~~the investment, ~~(x)~~as ~~BlackRock~~well ~~Capital~~as ~~Investment~~any ~~Advisors,~~accrued ~~LLC,~~but aunpaid ~~Delaware~~interest ~~limited~~on ~~liability~~the ~~company~~Calculation ~~and~~End ~~investment~~Date ~~adviser~~were torealized ~~BCIC~~in ~~(“BCIA”),~~cash ~~and~~as ~~(y) Tennenbaum~~of ~~Capital~~such ~~Partners,~~date. ~~LLC~~For the Calculation Period, asuch ~~Delaware~~implied ~~limited~~IRRs ~~liability~~were ~~company~~9.2% ~~and~~on ~~investment~~a ~~adviser~~gross tobasis ~~TCPC~~and ~~(“TCP”)~~4. ~~The~~7% ~~Merger~~on ~~Agreement~~a ~~provides~~net ~~that~~basis, ~~subject~~based toon ~~the~~$2.00 ~~conditions~~billion ~~set~~of ~~forth~~cash invested in ~~the~~183 ~~Merger Agreement~~companies, atof ~~the~~which ~~effective~~69 ~~time~~companies ofwere exited during the ~~Merger (~~Calculation Period. For the ~~“Effective~~Calculation ~~Time”)~~Period, ~~BCIC~~the ~~will~~implied ~~merge~~IRRs ~~with~~on ~~and~~investments ~~into~~in ~~Merger~~these ~~Sub,~~69 ~~with~~exited ~~Merger~~companies ~~Sub~~were ~~continuing~~10.0% ason ~~the~~a ~~surviving~~gross ~~company~~basis and as5.6% on a ~~wholly-owned~~net ~~subsidiary~~basis based on $1.08 billion of ~~Special~~cash ~~Value~~invested. ~~Continuation~~The ~~Partners~~implied ~~LLC,~~IRRs afor ~~Delaware~~investments ~~limited~~in ~~liability~~the ~~company~~remaining 114 companies were 7.7% on a gross basis and ~~wholly~~3.2% ~~owned direct~~on ~~consolidated~~a ~~subsidiary~~net ofbasis ~~TCPC~~based ~~(the~~on ~~“Merger”)~~$920 million of cash invested.

OnInternal ~~January~~rate ~~10,~~of ~~2024,~~return ~~TCPC,~~is ~~BCIC,~~the ~~Merger~~discount ~~Sub,~~rate ~~BCIA,~~that ~~and~~makes ~~TCP~~the ~~entered~~net ~~into~~present anvalue ~~Amended~~of ~~and~~all ~~Restated~~cash ~~Agreement~~flows ~~and~~related ~~Plan~~to a particular investment equal to zero. Investments are considered to be exited when the original investment objective has been achieved through the receipt of ~~Merger~~cash (and/or non-cash consideration upon the ~~“Restated~~ ~~Merger~~sale, ~~Agreement”)~~repayment ~~pursuant~~or toother ~~which~~exit of an investment or through the ~~Original~~determination ~~Merger~~that ~~Agreement~~no further consideration was ~~amended~~collectible and, ~~restated~~thus, ina ~~its~~loss ~~entirety~~may have been realized.

The ~~boards~~implied IRRs on a gross basis are calculated using cash flows that are gross of ~~directors~~any fees, costs or expenses incurred by the Company. The implied IRRs on a net basis are calculated using cash flows that are net of ~~both~~Applicable ~~BCIC~~Fees. “Applicable Fees” equal the management fee, incentive fee based on income (before giving effect to any fee waiver during the most recent fiscal quarter) and ~~TCPC~~operating expenses (excluding management fee, inincentive ~~each~~fee ~~case~~based on income, incentive fee based on ~~the~~capital ~~recommendation~~gains ofand aleverage ~~special~~expenses ~~committee~~including ~~comprised~~interest, ~~solely~~credit offacility ~~all~~fees of and other debt expenses), respectively, incurred by the ~~independent~~Company ~~directors~~during the most recent fiscal quarter (Q3 2023) expressed as a percentage of ~~BCIC~~total orinvestments ~~TCPC~~of the Company, asat ~~applicable~~fair market value, ~~have~~as ~~approved~~of the ~~Restated~~end ~~Merger~~of ~~Agreement~~Q2 ~~and~~2023. For purposes of calculating the ~~transactions~~implied ~~contemplated~~IRR ~~thereby~~on a net basis, all Applicable Fees are annualized. The ~~parties~~Applicable Fees are applied to total invested capital throughout the ~~Restated~~Calculation ~~Merger~~Period ~~Agreement~~for ~~intend~~the purpose of calculating net implied IRR. The net implied IRR is calculated on the ~~Merger~~basis toof bethe ~~treated~~Company’s gross assets. Applicable Fees do not include leverage expenses and are expressed as a ~~“reorganization” within~~percentage of the ~~meaning~~Company’s oftotal ~~Section~~invested ~~368~~capital (a)instead of ~~the~~being ~~Internal~~expressed ~~Revenue~~as ~~Code~~a percentage of ~~1986~~the Company’s net assets, as ~~amended~~expenses typically are expressed in the Company’s consolidated financial statements).

The ~~foregoing~~Applicable ~~summary~~Fees ~~description~~are ofcalculated ~~the~~solely ~~Restated~~for ~~Merger~~the ~~Agreement~~Advisor’s ~~and~~marketing ~~the~~purposes ~~transactions~~unrelated ~~contemplated~~to ~~thereby~~the isCompany. ~~subject~~Investors toshould ~~and qualified~~not inrely ~~its~~upon ~~entirety~~the bygross ~~reference~~or tonet ~~the~~implied ~~Restated~~IRRs ~~Merger~~shown ~~Agreement,~~above as a ~~copy~~measure of ~~which~~the isperformance ~~filed~~of asthe ~~Exhibit~~Company 2or its portfolio.1 toThere ~~this~~is ~~Current~~no ~~Report~~assurance onthat ~~Form~~the ~~8-K~~fee and ~~the~~expense ~~terms~~assumptions used for these calculations will be representative of ~~which~~fees ~~are~~and ~~incorporated~~expenses ~~herein~~incurred by ~~reference~~the Company.

The ~~Restated~~implied ~~Merger~~IRRs ~~Agreement~~shown ~~has~~above ~~been~~reflect ~~filed~~only asthe ~~Exhibit~~performance ~~2.1~~of tonew ~~this~~monies ~~Current~~invested ~~Report~~during onthe ~~Form~~Calculation ~~8-K~~Period ~~in order to provide investors~~ and ~~security~~ ~~holders with information regarding its terms. It is~~ not ~~intended~~the toperformance ~~provide~~of ~~any other information about~~ the ~~parties~~entire ~~thereto~~investment orportfolio ~~their respective subsidiaries and affiliates. The Restated Merger Agreement contains representations, warranties, covenants and agreements that were made only for purposes~~ of the ~~Restated~~Company ~~Merger~~over ~~Agreement~~any ~~and~~period as of ~~specific~~time. ~~dates;~~We ~~were~~would ~~solely~~expect ~~for~~that ~~the~~any ~~benefit~~such ofimplied ~~the~~IRRs ~~parties~~for to the ~~Restated~~entire ~~Merger~~investment ~~Agreement~~portfolio ~~(except~~would ~~as may~~ be ~~expressly~~lower ~~set~~than ~~forth in~~ the ~~Restated~~implied ~~Merger~~IRRs ~~Agreement);~~shown ~~may~~here. beInvestors ~~subject~~should tonot ~~limitations~~rely ~~agreed~~ upon by the ~~parties,~~implied ~~including~~IRRs ~~being~~shown ~~qualified~~above byas ~~confidential~~a ~~disclosures~~measure ~~made~~of ~~for~~ the ~~purposes~~performance of ~~allocating contractual risk between~~ the ~~parties~~Company toor ~~the~~its ~~Restated~~portfolio ~~Merger Agreement~~as ~~instead~~they ofdo ~~establishing~~not ~~these~~represent ~~matters~~returns asexperienced ~~facts;~~by ~~and~~an ~~may~~owner ~~be subject to standards~~ of ~~materiality applicable to~~ the ~~contracting~~Company’s ~~parties~~common ~~that differ from those applicable to investors~~stock. ~~Investors~~A ~~and~~common ~~security~~stockholder’s ~~holders should not rely on such representations, warranties, covenants or agreements, or any descriptions thereof, as characterizations of the~~ actual ~~state~~returns ofare ~~facts~~subject ~~or condition of any of the parties~~ to ~~the~~higher ~~Restated~~expense ~~Merger~~ratios ~~Agreement~~when orexpenses ~~any~~are ofexpressed ~~their~~as ~~respective~~a ~~subsidiaries~~percentage ~~or affiliates. Moreover, information concerning the subject matter~~ of the ~~representations,~~Company’s ~~warranties,~~net ~~covenants~~assets and ~~agreements~~leverage ~~may~~expenses ~~change~~are ~~after~~included. ~~the~~There ~~date~~can ofbe ~~the~~no ~~Restated~~assurance ~~Merger~~that ~~Agreement,~~these ~~which~~implied ~~subsequent~~IRRs ~~information~~could ~~may or may not~~ be ~~fully~~generated ~~reflected~~ in ~~public disclosures by~~ the ~~parties~~future tofor ~~the~~any ~~Restated Merger Agreement~~investment.

~~Forward-Looking~~The ~~Statements~~information disclosed under this Item 7.01 is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.

Some of the statements in this Current Report on Form 8-K constitute forward-looking statements because they relate to future events, future performance or financial condition of BCIC or TCPC or the Merger. The forward-looking statements may include statements as to: future operating results of BCIC and TCPC and distribution projections; business prospects of BCIC and TCPC and the prospects of their portfolio companies; and the impact of the investments that BCIC and TCPC expect to make. In addition, words such as “anticipate,” “believe,” “expect,” “seek,” “plan,” “should,” “estimate,” “project” and “intend” indicate forward-looking statements, although not all forward-looking statements include these words. The forward-looking statements contained in this Current Report on Form 8-K involve risks and uncertainties. Certain factors could cause actual results and conditions to differ materially from those projected, including the uncertainties associated with (i) the timing or likelihood of the Merger closing; (ii) the expected synergies and savings associated with the Merger; (iii) the ability to realize the anticipated benefits of the Merger, including the expected accretion to net investment income and the elimination or reduction of certain expenses and costs due to the Merger; (iv) the percentage of BCIC and TCPC stockholders voting in favor of the proposals submitted for their approval; (v) the possibility that competing offers or acquisition proposals will be made; (vi) the possibility that any or all of the various conditions to the consummation of the Merger may not be satisfied or waived; (vii) risks related to diverting management’s attention from ongoing business operations; (viii) the risk that stockholder litigation in connection with the Merger may result in significant costs of defense and liability; (ix) changes in the economy, financial markets and political environment, including the impacts of inflation and rising interest rates; (x) risks associated with possible disruption in the operations of BCIC and TCPC or the economy generally due to terrorism, war or other geopolitical conflict (including the current conflict between Russia and Ukraine), natural disasters or public health crises and epidemics; (xi) future changes in laws or regulations (including the interpretation of these laws and regulations by regulatory authorities); (xii) conditions in BCIC’s and TCPC’s operating areas, particularly with respect to business development companies or regulated investment companies; and (xiii) other considerations that may be disclosed from time to time in BCIC’s and TCPC’s publicly disseminated documents and filings. BCIC and TCPC have based the forward-looking statements included in this Current Report on Form 8-K on information available to them on the date hereof, and they assume no obligation to update any such forward-looking statements. Although BCIC and TCPC 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 they may make directly to you or through reports that BCIC and TCPC in the future may file with the Securities and Exchange Commission (“SEC”), including the Joint Proxy Statement and the Registration Statement (each as defined below), annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.SIGNATURES

Additional Information and Where to Find It

In connection with the Merger, TCPC has filed with the SEC a registration statement on Form N-14 (the “Registration Statement”), which includes a preliminary joint proxy statement on Schedule 14A, and plans to file a definitive joint proxy statement on Schedule 14A that BCIC and TCPC plan to mail to their respective stockholders (the “Joint Proxy Statement”).

The Joint Proxy Statement and the Registration Statement will each contain important information about BCIC, TCPC, the Merger and related matters. This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act. STOCKHOLDERS OF BCIC AND TCPC ARE URGED TO READ THE JOINT PROXY STATEMENT AND REGISTRATION STATEMENT, AND OTHER DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT BCIC, TCPC, THE MERGER AND RELATED MATTERS.

Investors and security holders will be able to obtain the documents filed with the SEC free of charge at the SEC’s website, http://www.sec.gov and, for documents filed by BCIC, from BCIC’s website at http://www.blackrockbkcc.com.

Participants in the Solicitation

BCIC, its directors, certain of its executive officers and certain employees and officers of BlackRock Capital Investment Advisors, LLC and its affiliates may be deemed to be participants in the solicitation of proxies in connection with the Merger. Information about the directors and executive officers of BCIC is set forth in its proxy statement for its 2023 Annual Meeting of Stockholders, which was filed with the SEC on March 15, 2023. TCPC, its directors, certain of its executive officers and certain employees and officers of Tennenbaum Capital Partners, LLC and its affiliates may be deemed to be participants in the solicitation of proxies in connection with the Merger. Information about the directors and executive officers of TCPC is set forth in its proxy statement for its 2023 Annual Meeting of Stockholders, which was filed with the SEC on April 6, 2023. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the BCIC and TCPC stockholders in connection with the Merger are contained in the preliminary Joint Proxy Statement and will be contained in the definitive Joint Proxy Statement when such document becomes available. These documents may be obtained free of charge from the sources indicated above.

No Offer or Solicitation

This Current Report on Form 8-K is not, and under no circumstances is it to be construed as, a prospectus or an advertisement and the communication of this Current Report on Form 8-K is not, and under no circumstances is it to be construed as, an offer to sell or a solicitation of an offer to purchase any securities in BCIC, TCPC or in any fund or other investment vehicle managed by BlackRock or any of its affiliates.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit Number		Description
2.1*		Amended and Restated Agreement and Plan of Merger among BlackRock Capital Investment Corporation, BlackRock TCP Capital Corp., Project Spurs Merger Sub, LLC and, for the limited purposes set forth therein, BlackRock Capital Investment Advisors, LLC and Tennenbaum Capital Partners, LLC, dated as of January 10, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Exhibits and schedules to Exhibit 2.1 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.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		~~BLACKROCK CAPITAL INVESTMENT CORPORATION~~	BLACKROCK CAPITAL INVESTMENT CORPORATION
Date: January 11, 2024		By:	/s/ James E. Keenan
Date:	January 26, 2024	By:	/s/ Chip Holladay
			Name: James E. Keenan
			Name: Chip HolladayTitle: Interim Chief Financial Officer and Treasurer
			Title: Interim Chief Executive Officer and Chairman of the Board
		By:	/s/ Chip Holladay
			Name: Chip Holladay
			Title: Interim Chief Financial Officer and Treasurer

Filing Compare · BlackRock Capital Investment Corp