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SANTA MONICA, Calif., March 18, 2024--(BUSINESS WIRE)--BlackRock TCP Capital Corp. ("TCPC")(NASDAQ: TCPC) today announced the closing of the previously announced merger with BlackRock Capital Investment Corporation ("BCIC")(NASDAQ:BKCC). The combined company will continue to trade on the Nasdaq Global Select Market under the ticker symbol "TCPC" and continue to be externally managed by its advisor, a wholly-owned, indirect subsidiary of BlackRock, Inc.
Rajneesh Vig, Co-Head of US Private Capital (USPC) for BlackRock, and Chairman and CEO of BlackRock TCP Capital Corp., said: "We are excited to close this transaction that brings together two portfolios that we know well and that have substantial overlap. The combination with BCIC positions TCPC for sustained growth that we believe will create meaningful value for shareholders."
In connection with the merger, former BCIC shareholders will receive 0.3834 shares of TCPC for each share of BCIC based on the final exchange ratio, subject to adjustments for cash payable in lieu of fractional shares. As a result of the merger, legacy TCPC shareholders and former BCIC shareholders own approximately 67.5% and 32.5%, respectively, of the combined company.
Also in connection with the closing of the merger, and as previously announced, TCPC’s advisor has agreed to a reduction in the base management fee rate from 1.50% to 1.25% on assets equal to or below 200% of the net asset value of TCPC, and a waiver of all or a portion of its advisory fees to the extent the adjusted net investment income of TCPC on a per share basis is less than $0.32 per share in any of the first four (4) fiscal quarters ending after the closing of the transaction.
Houlihan Lokey served as financial advisor and Dechert LLP as the legal counsel to the special committee of TCPC. Keefe, Bruyette & Woods, A Stifel Company, served as financial advisor and Vedder Price P.C. served as the legal counsel to the special committee of BCIC. Skadden, Arps, Slate, Meagher & Flom LLP served as legal counsel to the advisors of TCPC and BCIC.
ABOUT BLACKROCK TCP CAPITAL CORP.
TCPC is a specialty finance company focused on direct lending to middle-market companies as well as small businesses. TCPC lends primarily to companies with established market positions, strong regional or national operations, differentiated products and services and sustainable competitive advantages, investing across industries in which it has significant knowledge and expertise. TCPC’s investment objective is to achieve high total returns through current income and capital appreciation, with an emphasis on principal protection. TCPC is a publicly-traded business development company, or BDC, regulated under the Investment Company Act of 1940 and is externally managed by its advisor, a wholly-owned, indirect subsidiary of BlackRock, Inc. For more information, visit www.tcpcapital.com.