UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of ~~earliest~~Earliest ~~event~~Event ~~reported~~Reported): March 1318, 2024

BLACKROCK CAPITAL INVESTMENT CORPORATION

(Exact name of registrant as specified in its charter)

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

50 Hudson Yards

New York, ~~New~~NY ~~York~~ 10001

(Address of principal executive offices)

(212) 810-5800

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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(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 12.01. ~~Entry~~Completion ~~into~~of aAcquisition ~~Material~~or ~~Definitive~~Disposition ~~Agreement~~of Assets.

On March 1318, 2024, BlackRock TCP Capital ~~Investment~~ ~~Corporation~~Corp., ~~(the “Company”) entered into~~ a ~~first~~ ~~amendment~~Delaware ~~(the~~corporation (“~~First Amendment~~TCPC”), tocompleted ~~the~~its ~~Master~~previously ~~Note~~announced ~~Purchase~~acquisition ~~Agreement,~~of ~~dated~~BlackRock ~~April~~Capital Investment 21Corporation, ~~2022~~a ~~(as~~Delaware ~~amended,~~corporation ~~supplemented or otherwise modified from time to time,~~ (the “~~Note Purchase Agreement~~Company”), pursuant to ~~which~~that ~~the~~certain ~~Company~~Amended ~~has~~and ~~previously~~Restated ~~issued~~Agreement ~~(a)~~and ~~$35,000,000~~Plan ~~aggregate principal amount~~ of ~~its~~Merger ~~5.82% Series 2022A Senior Notes, Tranche A, due December 9, 2025~~ (the “~~Tranche~~Merger ~~A Notes~~Agreement”), ~~and~~dated ~~(b) $57,000,000~~as ~~aggregate principal amount~~ of ~~its~~January ~~Floating Rate Series 2022A Senior Notes~~10, ~~Tranche B due December 9~~2024, ~~2025~~by ~~(collectively with the Tranche A Notes, the “Notes”), with the holders of all of the outstanding Notes (the “Noteholders”). The Company sought~~ and ~~obtained~~among ~~Noteholder approval for~~ the ~~First Amendment in connection with the previously announced merger of the~~ Company, ~~with~~TCPC, ~~and into~~ BCIC Merger Sub, LLC, a Delaware limited liability company ~~(the “Successor Company”)~~ and an indirect wholly-owned subsidiary of ~~BlackRock~~TCPC ~~TCP Capital Corp., a Delaware corporation~~ (“~~TCPC~~Merger Sub”), ~~which~~and ~~will~~solely ~~result~~for in the ~~cessation~~limited ofpurposes ~~the~~set ~~separate~~forth ~~existence~~therein, ~~of the~~BlackRock ~~Company~~Capital ~~and~~Investment ~~the~~Advisors, ~~continuation~~LLC, ofa ~~the~~Delaware ~~Successor~~limited ~~Company~~liability ascompany ~~the~~and ~~surviving~~investment adviser ~~entity~~to (the Company (“~~Merger~~BCIA”), ~~pursuant~~and toTennenbaum ~~the~~Capital ~~terms~~Partners, ofLLC, ~~that~~a ~~certain~~Delaware ~~Amended~~limited ~~and~~liability ~~Restated~~company ~~Agreement~~ and ~~Plan~~wholly-owned subsidiary of ~~Merger,~~BCIA ~~dated~~and asinvestment ofadviser ~~January 10,~~to ~~2024,~~TCPC. byPursuant ~~and~~to ~~among~~ the ~~Company,~~Merger ~~TCPC~~Agreement, the ~~Successor~~ Company ~~and,~~was ~~solely~~merged with ~~respect~~and tointo Merger ~~certain sections~~Sub, ~~BlackRock~~with ~~Capital~~Merger ~~Investment~~Sub ~~Advisors,~~continuing ~~LLC,~~as ~~investment~~the ~~advisor~~surviving tocompany ~~the~~and ~~Company,~~as ~~and~~a ~~Tennenbaum~~subsidiary ~~Capital~~of Special Value Continuation Partners, LLC, ~~investment~~a ~~advisor to~~Delaware ~~TCPC.~~limited ~~Upon~~liability ~~consummation~~company ofand ~~the~~wholly-owned ~~Merger,~~subsidiary ~~the~~of ~~Successor~~TCPC ~~Company~~(the ~~will~~“Merger”). ~~assume~~As ~~all~~a ofresult ~~the rights~~of, ~~duties, liabilities~~ and ~~obligations~~as of the effective ~~Company~~time ~~under~~of, the ~~Note~~Merger, ~~Purchase~~the ~~Agreement~~Company’s ~~and~~separate ~~the~~existence ~~Notes~~ceased.

~~The~~In ~~First~~accordance ~~Amendment,~~with ~~among~~the ~~other~~terms ~~things~~of the Merger Agreement, ~~(i)~~at ~~amends~~the ~~certain~~effective ~~terms~~time of the ~~Note~~Merger, ~~Purchase~~each ~~Agreement~~outstanding toshare ~~reflect~~of the ~~structure~~Company’s ofcommon stock ~~the~~ was ~~Successor~~converted ~~Company~~into ~~(as~~the ~~successor~~right to receive 0.3834 shares of TCPC’s common stock (with the Company’s ~~and~~stockholders anreceiving ~~indirect~~cash ~~wholly-owned~~in ~~subsidiary~~lieu of fractional shares of TCPC’s common stock). ~~following~~As a result of the Merger, ~~and~~TCPC ~~(ii)~~issued ~~increases~~an ~~the~~aggregate ~~interest~~of approximately ~~rate~~27,824,069 onshares ~~the~~of ~~outstanding~~its ~~Tranche~~common Astock ~~Notes~~to ~~from~~former ~~5.82%~~stockholders toof ~~6.85%~~the ~~effective~~Company asprior ~~of,~~to ~~and~~any ~~following,~~adjustment for the ~~effective~~ ~~date~~former stockholders of the ~~Merger~~Company receiving cash in lieu of fractional shares.

The foregoing ~~summary~~ description of the ~~First~~Merger ~~Amendment~~Agreement is ~~subject~~a tosummary only and is qualified in its entirety by reference to the ~~First~~ ~~Amendment~~full text of the Merger Agreement, a copy of which iswas filed by the Company as Exhibit 102.1 to ~~this~~the ~~Current~~Company’s ~~Report on~~ Form 8-K ~~and~~filed ~~the~~on ~~terms~~January of11, ~~which are incorporated herein by reference~~2024.

Item 23.~~03.~~01 ~~Creation~~Notice of aDelisting ~~Direct Financial Obligation~~ or anFailure ~~Obligation~~to ~~under~~Satisfy ana ~~Off-Balance~~Continued ~~Sheet~~Listing ~~Arrangement~~Rule; Transfer of ~~a Registrant~~Listing.

~~The~~In ~~information~~connection ~~set~~with ~~forth~~the closing of the transactions contemplated by the Merger Agreement, on March 18, 2024, the Company notified the Nasdaq Stock Market LLC (“Nasdaq”) of the consummation of Merger and requested that Nasdaq file with the U.S. Securities and Exchange Commission a Form 25 Notification of Removal of Listing and/or Registration to delist the shares of the Company’s common stock under ~~Item~~Section 112(b) of the Securities Exchange Act of 1934, as amended.01 ~~above~~Trading isof ~~incorporated~~shares ~~into~~of ~~this~~the Company’s common stock on Nasdaq was halted after the close of trading on March 18, 2024. The information contained in Item 2.0301 is incorporated herein by reference.

~~Additional~~Item ~~Information~~3.03 ~~and~~Material ~~Where~~Modification to ~~Find~~Rights Itof Security Holders.

This report relates to the Merger, along with related proposals for which stockholder approval was obtained on March 7, 2024. In connection with the Merger, each of the Company and TCPC have filed certain materials with the United States Securities and Exchange Commission (the “SEC”), including, among other materials, the Registration Statement and the Proxy Statement/Prospectus. The ~~Registration~~information ~~Statement~~required ~~was declared effective~~ by ~~the~~Item ~~SEC~~3.03 onis ~~November~~contained ~~16,~~in ~~2023,~~Item ~~and the Proxy Statement/Prospectus was first mailed to TCPC and the Company’s stockholders on or around January 15, 2024 to seek approval of the Merger~~2.01 ~~The Registration Statement~~ and ~~the~~is ~~Proxy~~incorporated ~~Statement/Prospectus~~herein each contain important information about the Company, TCPC, the Merger and related matters. This report 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 of 1933, as amended~~reference. STOCKHOLDERS OF THE COMPANY AND TCPC ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS 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 BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, TCPC, THE MERGER AND RELATED MATTERS.

~~Investors~~Item ~~and~~5.01 ~~security~~Changes ~~holders~~in ~~are~~Control ~~able to obtain the documents filed with the SEC free~~ of ~~charge at the SEC’s website, http://www~~Registrant.sec.gov and, for documents filed by the Company, from the Company’s website at http://www.blackrockbkcc.com, and, for documents filed by TCPC, from TCPC’s website at http://www.tcpcapital.com.

As a result of the Merger, a change in control of the Company occurred. The information required by Item 95.01. ~~Financial~~is ~~Statements~~contained in Item 2.01 and ~~Exhibits~~is incorporated herein by reference.

~~(d)~~Item ~~Exhibits~~5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Exhibit Number	Description
10.1	First Amendment to Master Note Purchase Agreement, dated as of March 13, 2024, among BlackRock Capital Investment Corporation and the Noteholders party thereto.*
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

Pursuant to the terms of the Merger Agreement, as of the effective time of the Merger, each of the named executive officers and directors of the Company ceased to be named executive officers and directors of the Company.

*Certain exhibits have been omitted pursuant to Item ~~601(a)(5)~~7.01 of Regulation ~~S-K.~~FD ~~The Company agrees to furnish a copy of such exhibits, or any section thereof, to the SEC upon request~~Disclosure.

On March 18, 2024, TCPC issued a press release announcing, among other things, the completion of the Merger. A copy of this press release is attached hereto as Exhibit 99.1.

The information disclosed under this Item 7.01 is being “furnished” and is not deemed “filed” by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor is it deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

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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., BCIC Merger Sub, LLC, BlackRock Capital Investment Advisors, LLC (for the limited purposes set forth therein) and Tennenbaum Capital Partners, LLC (for the limited purposes set forth therein), dated as of January 10, 2024 (Incorporated by reference to Annex A filed with BlackRock Capital Investment Corporation’s Proxy Statement on Schedule 14A (File No. 814-00712) on January 11, 2024)

99.1**		Press release of BlackRock TCP Capital Corp., dated as of March 18, 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.

** Filed herewith.

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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
Date: March 14, 2024	By:	/s/ Chip Holladay
Date: March 18, 2024	By:	/s/ James E. Keenan
		Name: James E. Keenan
		Title: Interim Chief Executive Officer and Chairman of the Board
	By:	/s/ Chip Holladay
		Name: Chip Holladay
		Title: Interim Chief Financial Officer and Treasurer

~~Name: Chip Holladay Title: Interim Chief Financial Officer and Treasurer~~-4-

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