BlackRock Capital Investment Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
$BKCC
Finance: Consumer Services
Finance
UNITED STATES
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
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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
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| Item 1.01. |
Entry into a Material Definitive Agreement.
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On March 13, 2024, BlackRock Capital
Investment Corporation (the “Company”) entered into a
first amendment (the “First Amendment”) to the Master Note Purchase Agreement, dated April 21, 2022 (as amended, supplemented or otherwise modified from time to time, the “Note Purchase Agreement”),
pursuant to which the Company has previously issued (a) $35,000,000 aggregate principal amount of its 5.82% Series 2022A Senior Notes, Tranche A, due December 9, 2025 (the “Tranche A Notes”), and (b)
$57,000,000 aggregate principal amount of its Floating Rate Series 2022A Senior Notes, Tranche B due December 9, 2025 (collectively
with the Tranche A Notes, the “Notes”), with the holders of all of the outstanding Notes (the “Noteholders”).
The Company sought and obtained Noteholder approval for the First Amendment in connection with the previously announced merger of the Company with and into BCIC Merger Sub, LLC, a Delaware limited liability company (the “Successor Company”) and an indirect wholly-owned subsidiary of BlackRock TCP Capital Corp., a Delaware corporation (“TCPC”), which will result in the cessation of the separate existence of
the Company and the continuation of the Successor Company as the surviving entity (the “Merger”), pursuant to the terms of that certain Amended and Restated Agreement and Plan of Merger, dated as of January
10, 2024, by and among the Company, TCPC, the Successor Company and, solely with respect to certain sections, BlackRock Capital Investment Advisors, LLC, investment advisor to the Company, and Tennenbaum Capital Partners, LLC, investment advisor
to TCPC. Upon consummation of the Merger, the Successor Company will assume all of the rights, duties, liabilities and obligations of the Company under the Note Purchase Agreement and the Notes.
The First Amendment, among other things, (i) amends certain terms of the Note Purchase Agreement to reflect the structure of
the Successor Company (as successor to the Company and an indirect wholly-owned subsidiary of TCPC) following the Merger and (ii) increases the interest rate on the outstanding Tranche A Notes from 5.82% to 6.85% effective as of, and following, the
effective date of the Merger.
The foregoing summary description of the First Amendment is subject to and qualified in its entirety by reference to the
First Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and the terms of which are incorporated herein by reference.
| Item 2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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The information set forth under Item 1.01 above is incorporated into this Item 2.03 by reference.
Additional Information and Where to Find It
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 Statement was declared effective by the SEC on November 16, 2023, 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. The Registration Statement and the Proxy Statement/Prospectus 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. 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 and security holders are 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 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.
| Item 9.01. |
Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit
Number
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Description
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First Amendment to Master Note Purchase Agreement, dated as of March 13, 2024, among BlackRock Capital Investment Corporation and the Noteholders party thereto.*
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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*Certain exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish a copy of such exhibits, or any section thereof, to the SEC upon request.
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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.
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BLACKROCK CAPITAL INVESTMENT CORPORATION
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Date: March 14, 2024
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By:
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/s/ Chip Holladay
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| Name: |
Chip Holladay
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| Title: |
Interim Chief Financial Officer and Treasurer
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