
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
Proxy Statement Pursuant to Section 14(a)
of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box: | ||
☐ | Preliminary Proxy Statement | |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
☒ | Definitive Proxy Statement | |
☐ | Definitive Additional Materials | |
☐ | Soliciting Material Pursuant to §240.14a-12 |
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)
Payment of Filing Fee (Check the appropriate box): | ||
☒ | No fee required. | |
☐ | Fee paid previously with preliminary materials. | |
☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(4) and 0-1 |


• |
By touch-tone telephone; |
• |
By Internet; |
• |
By signing, dating and
returning the enclosed proxy card or voting instruction form in the postage-paid envelope; or |
• |
By participating at the
Annual Meeting as described above. |
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YOUR
VOTE IS IMPORTANT. |
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PLEASE
VOTE PROMPTLY FOLLOW THE DIRECTIONS ON YOUR ENCLOSED PROXY CARD TO RECORD YOUR VOTING INSTRUCTIONS BY TELEPHONE OR VIA THE INTERNET, OR
SIGN AND RETURN THE ENCLOSED PROXY CARD OR VOTING INSTRUCTION FORM, NO MATTER HOW MANY SHARES YOU OWN. |
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IMPORTANT
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 22, 2025. |
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THE
PROXY STATEMENT FOR THIS MEETING IS AVAILABLE AT:
https://www.proxy-direct.com/blk-34427 |
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• |
this Proxy Statement; |
• |
the accompanying Notice
of Annual Meeting; and |
• |
the Company’s Annual
Report for the fiscal year ended December 31, 2024. |
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3 |
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4 |
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Title
of Class |
|
|
Name
and Address of
Beneficial
Owner |
|
|
Amount
and Nature of
Beneficial
Ownership |
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Percent
of Class |
5%
or more holders |
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|||
None |
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|||
Interested
Directors |
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|||
Common
Stock |
|
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Philip
Tseng |
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27,481 |
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*
|
Independent
Directors |
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|||
Common
Stock |
|
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John
R. Baron |
|
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8,404 |
|
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*
|
Common
Stock |
|
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Eric
J. Draut |
|
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55,532 |
|
|
*
|
Common
Stock |
|
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Karen
L. Leets |
|
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4,700 |
|
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*
|
Common
Stock |
|
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Andrea
L. Petro |
|
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11,823 |
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*
|
Common
Stock |
|
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Maureen
K. Usifer |
|
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23,502 |
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*
|
Executive
Officers |
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|||
Common
Stock |
|
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Jason
Mehring |
|
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19,914 |
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*
|
Common
Stock |
|
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Erik
Cuellar |
|
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250 |
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*
|
Common
Stock |
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|
Ariel
Hazzard |
|
|
─ |
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*
|
Common
Stock |
|
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Patrick
Wolfe |
|
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1,862 |
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*
|
Common
Stock |
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Dan
Worrell |
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23,500 |
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* |
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* |
Represents less than 1%.
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Name
of Director |
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Dollar
Range of Equity
Securities
in the Company(1) |
Interested
Directors |
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Philip
Tseng |
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Over
$100,000 |
Independent
Directors |
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John
R. Baron |
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$50,001-$100,000
|
Eric
J. Draut |
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Over
$100,000 |
Karen
L. Leets |
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$10,001-$50,000
|
Andrea
L. Petro |
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Over
$100,000 |
Maureen
K. Usifer |
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Over
$100,000 |
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(1) |
Dollar ranges are as follows:
none, $1—$10,000, $10,001—$50,000, $50,001—$100,000, or over $100,000. |
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5 |
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6 |
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Name,
Address
and
Age |
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Position(s)
Held
with
Fund |
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Term
of
Office and
Length
of
Time
Served |
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|
Principal
Occupation(s)
During
Past Five Years |
|
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No.
of
BlackRock
Advised
BDCs
Overseen |
|
|
Other
Public
or
Investment
Company
Directorships
Held
by
Director*
|
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Independent
Director Nominees |
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John
R. Baron
2951
28th Street,
Suite
1000, Santa Monica, California 90405
Year
of birth: 1957 |
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Director;
Audit Committee Member, Governance and Compensation Committee Member and Joint Transactions Committee Member |
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2025;
2024 to
present |
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Until
its merger with and into a wholly-owned indirect subsidiary of the Company on March 18, 2024, Mr. Baron was a Director of BlackRock
Capital Investment Corporation.
Mr. Baron
was the Managing Member of Crystal Ridge Partners, LP, a New Jersey based private equity firm. Prior to joining Crystal Ridge Partners,
Mr. Baron was a Senior Partner of JP Morgan Partners, LP, a global private equity firm. Prior to joining the private equity unit
in 1995, Mr. Baron previously held senior management positions in banking and investment banking with JP Morgan and its predecessors.
Mr. Baron
continues as an owner of Big Rock Sports, a leading distributor of hunting and fishing products in North America and served as a director
of Big Rock Sports from 2000 to 2021. Mr. Baron is currently an owner and director of Rufus Aviation Fund/BIAero, an aerospace parts
business and an owner and director of Data Metrics Technologies, LLC, a proprietary software application company that identifies, reads
and cleanses data exported from disparate ERP systems and other data sources. From 2008 to 2019, Mr. Baron was a director of Bronco
Manufacturing, a leading manufacturer of spare parts for oil and gas drillings rigs. |
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1
BDC
consisting
of 1 Portfolio. |
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None.
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Eric
J. Draut
2951
28th Street, Suite 1000, Santa Monica, California 90405
Year
of birth: 1957 |
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Lead
Independent Director, Audit Committee Member, Governance and Compensation Committee Member and Joint Transactions Committee Member |
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2025;
2011 to
present |
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From
2011 to present, Mr. Draut has been a Director, Chair or a Member of the Company’s Audit Committee, a Member of the Governance
and Compensation Committee and a Member of the Joint Transactions Committee. From 2021 to present, Mr. Draut has been a Director
of BlackRock Direct Lending Corp., and from 2022 to present, Mr. Draut has been a Trustee of BlackRock Private Credit Fund. In 2021,
Mr. Draut was appointed the Lead Independent Director. Since August 2022, Mr. Draut has served as a trustee of the ELCA
Foundation. Mr. Draut is the Chair of the Audit Committee of the Board of Thrivent Financial for Lutherans, a registered investment
adviser and Fortune 500 |
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3
BDCs
consisting
of 3 Portfolios. |
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None.
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7 |
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Name,
Address
and
Age |
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Position(s)
Held
with
Fund |
|
|
Term
of
Office and
Length
of
Time
Served |
|
|
Principal
Occupation(s)
During
Past Five Years |
|
|
No.
of
BlackRock
Advised
BDCs
Overseen |
|
|
Other
Public
or
Investment
Company
Directorships
Held
by
Director*
|
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|
Independent
Director Nominees - (Continued) |
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Company.
In February 2015, Mr. Draut was also appointed to the Board of Holy Family Ministries, operator of Holy Family School, where
he served as the Interim Chief Executive Officer from 2017 to 2018 and currently serves as chair of the board. From 2008 to 2010 and again
from 2014 to 2017, Mr. Draut was Chairman of the Board of Lutheran Social Services of Illinois. From 2012 to 2014, Mr. Draut
was Executive Chairman and, in 2017, became chairman emeritus of the Board of Lutheran Social Services of Illinois. |
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Karen
L. Leets
2951
28th Street,
Suite
1000, Santa Monica, California 90405
Year
of birth: 1956 |
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Director,
Audit Committee Member, Governance and Compensation Committee Member and Joint Transactions Committee Member |
|
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2025;
October
2022
to present |
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From
October 2022 to present,
Ms. Leets
has been a Director and a Member of the Audit Committee, the Governance and Compensation Committee and the Joint Transactions Committee.
From 2023 to present, Ms. Leets has been a Director of BlackRock Direct Lending Corp. From 2019 to present, she has served as a Senior
Vice President and Treasurer of Baxter International Inc. Ms. Leets previously served as Assistant Treasurer of Google LLC from 2017
to 2018. From 2013 to 2017, Ms. Leets was a Vice President and Treasurer of Kimberly-Clark Corporation. Prior to joining Kimberly-Clark,
Ms. Leets worked in treasury roles at McDonald’s Corporation and USG Corporation. Ms. Leets began her career as a public
accountant at Coopers & Lybrand (now PricewaterhouseCoopers LLP), where she worked for eight years. Ms. Leets is a Certified
Public Accountant in Illinois and earned a B.S. in Accounting and an MBA from Indiana State University Scott School of Business. |
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2
BDCs
consisting
of 2 Portfolios. |
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|
None.
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|
Andrea
L. Petro
2951
28th Street,
Suite
1000,Santa Monica, California 90405
Year
of birth: 1952 |
|
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Director,
Audit Committee Member, Governance and Compensation Committee Chair and Joint Transactions Committee Member |
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2025;
August 4,
2020
to present |
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From
2020 to present, Ms. Petro has been a Director and a Member of the Audit Committee, the Governance and Compensation Committee and
the Joint Transactions Committee. From March 2024 to present, Ms. Petro has been Chair of the Governance and Compensation Committee.
Ms. Petro also serves as a Trustee of BlackRock Private Credit Fund, Chair of its Governance and Compensation Committee and Member
of its Audit Committee and its Joint Transactions Committee. From November 2024 to present, Ms. Petro has served as a Senior |
|
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2
BDCs
consisting
of 2 Portfolios. |
|
|
None. |
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8 |
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Name,
Address
and
Age |
|
|
Position(s)
Held
with
Fund |
|
|
Term
of
Office and
Length
of
Time
Served |
|
|
Principal
Occupation(s)
During
Past Five Years |
|
|
No.
of
BlackRock
Advised
BDCs
Overseen |
|
|
Other
Public
or
Investment
Company
Directorships
Held
by
Director*
|
|
|
Independent
Director Nominees - (Continued) |
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Advisor
to Carob Financial, LLC, a private credit fund. From June 2020 to June 2024, Ms. Petro served as a Director of Ready Capital
Corporation. From June 2018 to February 2020, Ms. Petro served as Managing Director and Group Head of the Specialty Commercial
Finance Group of Waterfall Asset Management. Ms. Petro served as a consultant for Waterfall Asset Management from March 2020 through
February 2023.
Ms. Petro
previously worked at Wells Fargo Capital Finance from December 2000 to December 2017 as the Executive Vice President and Group
Head of the Lender Finance Division and Supply Chain Finance Division. Ms. Petro currently serves as a member of the MS Finance Advisory
Board of the McCombs School of Business at the University of Texas at Austin. She also served as the President of the Commercial Finance
Association from 2016 to 2017 and previously served as a member of the Secured Finance Foundation board of directors from 2000 to 2022.
Ms. Petro holds a Master of Business Administration degree in finance from the McCombs School of Business at the University of Texas
and a Bachelor of Arts degree with a concentration in Russian and Soviet Studies from Kent State University. |
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|
|
Maureen
K. Usifer
2951
28th Street, Suite 1000, Santa Monica, California 90405
Year
of birth: 1960 |
|
|
Director;
Audit Committee Chair; Governance and Compensation Committee Member and Joint Transactions Committee Member |
|
|
2025;
2024 to
present |
|
|
From
2005 until its merger with and into a wholly-owned indirect subsidiary of the Company on March 18, 2024, Ms. Usifer was a Director
of BlackRock Capital Investment Corporation. Ms. Usifer is also a Director and Chair of the Audit Committee of BlackRock Direct Lending
Corp. and a Trustee and Chair of the Audit Committee of BlackRock Private Credit Fund.
From
2021 to present Ms. Usifer has served as a Director for PC Construction. Ms. Usifer was a member of the Green Mountain Care
Board, a regulatory board appointed by the Governor in Vermont responsible for approving hospital budgets, insurance rates and capital
projects, from 2017 to 2021. Ms. Usifer served as CFO of Seventh Generation Inc., a distributor of its brand of household and personal
care products, from 2012 to 2016. From 1996 to 2012, Ms. Usifer served in various |
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3
BDCs
consisting
of 3 Portfolios. |
|
|
Ms. Usifer
currently serves as a Director of Liberty All Star Funds and serves as chair of the audit committee. Ms. Usifer also serves as a
Director of Charlotte’s Web. |
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9 |
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| |||
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Name,
Address
and
Age |
|
|
Position(s)
Held
with
Fund |
|
|
Term
of
Office and
Length
of
Time
Served |
|
|
Principal
Occupation(s)
During
Past Five Years |
|
|
No.
of
BlackRock
Advised
BDCs
Overseen |
|
|
Other
Public
or
Investment
Company
Directorships
Held
by
Director*
|
| |||
|
Independent
Director Nominees - (Continued) |
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roles
with Church & Dwight Co., Inc. (“Church & Dwight”), a major producer of baking soda and consumer products. Ms. Usifer
served as Vice President of Investor Relations, Senior Finance Director, Divisional CFO and controller during her tenure at Church &
Dwight. Ms. Usifer received an undergraduate degree in business from St. Michael’s College and an M.B.A. in Finance from Clarkson
University. |
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| |||
|
Interested
Director Nominee |
| ||||||||||||||||||
|
Philip
Tseng
2951
28th Street, Suite 1000, Santa Monica, California 90405
Year
of birth: 1976 |
|
|
Chair
of the Board of Directors, Chief Executive Officer and Co-Chief Investment Officer |
|
|
2025;
2021 to
present
(Director;
Chair of the Board, the Chief Executive Officer and Co- Chief Investment Officer since 2024); 2021 to
2024
(President) |
|
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Mr. Tseng
is the Chair of the Board of Directors, Chief Executive Officer and Co-Chief Investment Officer of Company. He is also a senior member
of BlackRock’s Global Private Debt Platform. He is Head of BlackRock’s US Private Capital (“USPC”) business as
well as Co-CIO and Co-Chair of the Investment Committee overseeing institutional commingled funds and separately managed accounts, the
Company, BlackRock Private Credit Fund BDC, and Middle-Market CLOs. He oversees both business and investment strategy across the US Private
Capital platform including investment committees, investment processes, talent management and development, risk management & performance.
Prior to joining BlackRock, Mr. Tseng was a Managing Partner at Tennenbaum Capital Partners (“TCP”) which was acquired
by BlackRock in 2018. Prior to TCP, he held roles in equity research and investment banking at Credit Suisse First Boston and Deutsche
Banc Alex Brown. Mr. Tseng previously served as a Director on the Boards of First Advantage, ITC DeltaCom, Connexity Inc., and Anacomp,
Inc. He currently serves as Chairman of AutoAlert. Mr. Tseng received his A.B. with honors in Economics from Harvard College and
his M.B.A. from Harvard Business School. |
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3
BDCs
consisting
of 3 Portfolios. |
|
|
None. |
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|
Officers
Who Are Not Directors |
| ||||||||||||||||||
|
Jason
Mehring
2951
28th Street, Suite 1000, Santa
Monica,
California 90405
Year
of birth: 1971 |
|
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President |
|
|
N/A;
2024 to present |
|
|
Mr. Mehring
is the President of the Company and BlackRock’s other BDCs: BlackRock Direct Lending Corp. and BlackRock Private Credit Fund. Mr. Mehring
is a voting member and a past Chairman of the investment committee for BlackRock’s US Private |
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N/A
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N/A |
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10 |
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Name,
Address
and
Age |
|
|
Position(s)
Held
with
Fund |
|
|
Term
of
Office and
Length
of
Time
Served |
|
|
Principal
Occupation(s)
During
Past Five Years |
|
|
No.
of
BlackRock
Advised
BDCs
Overseen |
|
|
Other
Public
or
Investment
Company
Directorships
Held
by
Director*
|
|
|
Officers
Who Are Not Directors - (Continued) |
| |||||||||||||||
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Capital
Group (“USPC”). Mr. Mehring focuses on the team’s origination, underwriting and monitoring of middle market private
investments, as well as its capital raising activities across public and private investment funds. Mr. Mehring has over 30 years’
experience in middle market investing including his 19 years’ experience with the USPC team, joining as a Managing Director at BlackRock
Capital Investment Corporation’s former advisor in 2005. Mr. Mehring previously spent more than ten years at Banc of America
Capital Investors (BACI), an affiliate of Bank of America, Inc., in Chicago, where he held positions of increasing responsibility, becoming
a Principal of the firm in 2000. At BACI, Mr. Mehring focused on mezzanine and private equity investing in middle market companies.
Prior to joining BACI in 1994, he worked at Firstar Bank, a predecessor to U.S. Bank. Mr. Mehring has also served on a variety of
private corporate boards. Mr. Mehring has earned an M.B.A from the Kellogg School of Management at Northwestern University, as well
as a B.B.A., summa cum laude, in Finance and Economics from the University of Wisconsin Eau Claire (graduating with University Honors). |
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Erik
L. Cuellar
2951
28th Street, Suite 1000, Santa Monica, California 90405
Year
of birth: 1971 |
|
|
Chief
Financial Officer, Treasurer |
|
|
N/A;
2021 to present |
|
|
Mr. Cuellar
is the Chief Financial Officer of the Company and BlackRock’s other BDCs: BlackRock Direct Lending Corp. and BlackRock Private Credit
Fund. He is responsible for financial and regulatory reporting. Mr. Cuellar has been at BlackRock and its predecessor, TCP, since
2011. Prior to his current role, Mr. Cuellar served as Controller for Ares Capital Corporation. Prior to that, Mr. Cuellar was
with Metropolitan West Asset Management where he served as the Assistant Treasurer and Principal Accounting Officer for the Metropolitan
West Funds. Prior to that, Mr. Cuellar managed the Alternative Investments Group at Western Asset Management Company. Mr. Cuellar
began his career with Deloitte & Touche LLP where he was a Senior Auditor in their Financial Services Group. Mr. Cuellar earned
a B.S. in Accounting from California State University Northridge and is a Certified Public Accountant in California. |
|
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N/A |
|
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N/A
|
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11 |
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|
|
Name,
Address
and
Age |
|
|
Position(s)
Held
with
Fund |
|
|
Term
of
Office and
Length
of
Time
Served |
|
|
Principal
Occupation(s)
During
Past Five Years |
|
|
No.
of
BlackRock
Advised
BDCs
Overseen |
|
|
Other
Public
or
Investment
Company
Directorships
Held
by
Director*
|
|
|
Officers
Who Are Not Directors - (Continued) |
| |||||||||||||||
|
Ariel
Hazzard
50
Hudson Yards, New York,
New
York 10018
Year
of birth: 1988 |
|
|
Chief
Compliance Officer |
|
|
N/A;
2024 to present |
|
|
Ms. Hazzard
is the Chief Compliance Officer (“CCO”) of the Company, as well as two alternative closed-end funds and BlackRock’s
other BDCs: BlackRock Direct Lending Corp. and BlackRock Private Credit Fund. Ms. Hazzard is also responsible for the oversight of
BlackRock’s closed-end fund and index ETF businesses. Ms. Hazzard has previously been responsible for the implementation of
the registered funds compliance program for BlackRock’s U.S. domiciled mutual funds, closed-end funds and active ETFs. Prior to
joining Blackrock, Ms. Hazzard was a member of the Credit Legal team at Apollo Global Management, LLC where she supported their business
development company in addition to closed-end funds and sub-advised accounts. Prior to Apollo, she worked as an ISDA Onboarding Analyst
at UBS where she handled a portfolio of derivatives and repo accounts across a variety of strategic clients. Ms. Hazzard earned a
B.S in Finance and Marketing from Boston College, and a J.D from the Maurice A. Deane School of Law at Hofstra University. |
|
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N/A
|
|
|
N/A |
|
|
Laurence
D. Paredes
50
Hudson Yards New York,
New
York 10018
Year
of birth: 1968 |
|
|
Secretary |
|
|
N/A;
2021 to present |
|
|
Mr. Paredes
is the Secretary of the Company. He also serves as the Secretary of BlackRock’s other BDCs: BlackRock Direct Lending Corp. and BlackRock
Private Credit Fund. Mr. Paredes formerly served as the Secretary of BlackRock Capital Investment Corporation. Mr. Paredes also
serves as Private Debt Product Structuring & Fund Board Engagement Lead for BlackRock’s Global Private Debt Business & Product
Strategy team. Mr. Paredes is responsible for focusing on the regulatory and legal complexities associated with product structuring,
business strategy and client engagement towards the strategic expansion of BlackRock’s global debt product suite.
Additionally,
Mr. Paredes is responsible for ongoing governance and fund board engagement for the Global Private Debt platform and existing and
future BDCs. Prior to joining BlackRock’s Global Private Debt Business & Product Strategy team, Mr. Paredes was a member
of the BlackRock Legal & Compliance Department from 2008 to 2023, where he served as General |
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N/A |
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N/A
|
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|
|
|
12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name,
Address
and
Age |
|
|
Position(s)
Held
with
Fund |
|
|
Term
of
Office and
Length
of
Time
Served |
|
|
Principal
Occupation(s)
During
Past Five Years |
|
|
No.
of
BlackRock
Advised
BDCs
Overseen |
|
|
Other
Public
or
Investment
Company
Directorships
Held
by
Director*
|
|
|
Officers
Who Are Not Directors - (Continued) |
| |||||||||||||||
|
|
|
|
|
|
|
|
|
|
Counsel
to the Company, BlackRock Capital Investment Corporation, BlackRock Direct Lending Corp. and BlackRock Private Credit Fund, and also supported
BlackRock’s U.S. registered funds business and
BlackRock’s
U.S. Wealth Advisory business. Mr. Paredes also servedas General Counsel of BlackRock Kelso Capital Advisors LLC, as well as General
Counsel and Chief Compliance Officer of BlackRock Kelso Mezzanine Partners I, LLC and BKCA Mezzanine Advisors LLC. Prior to joining BlackRock
in 2008, Mr. Paredes served as Senior Vice President, General Counsel and Corporate Secretary for Porter Novelli, Inc., an Omnicom
Group Inc. agency. Mr. Paredes has previously served as a Trustee for the Rye Country Day School and the Frederick Gunn School. Mr. Paredes
received a B.A. (Economics) from Hobart College and a J.D. from the Benjamin N. Cardozo School of Law. |
|
|
|
|
|
|
|
|
Diana
Huffman
50
Hudson Yards, New York, New York, 10001
Year
of birth: 1982 |
|
|
General
Counsel, Assistant Secretary and Authorized Person |
|
|
2022
to present |
|
|
Ms. Huffman
serves as General Counsel, Assistant Secretary and Authorized Person of the Company. She is also General Counsel of BlackRock’s
other BDCs: BlackRock Direct Lending Corp. and BlackRock Private Credit Fund. Ms. Huffman was also previously General Counsel for
BlackRock Capital Investment Corporation, prior to its merger with TCPC in March 2024. Ms. Huffman is Legal Counsel in the Legal
& Compliance Department at BlackRock. She is responsible for supporting BlackRock’s U.S. regulated funds business, with a focus
on retail alts. Ms. Huffman advises on a broad array of legal and regulatory issues impacting U.S. regulated funds, including product
development and corporate governance matters. Prior to joining BlackRock in 2022, Ms. Huffman served as Corporate Counsel at PGIM
Investments LLC starting in 2015, where she served as Chief Legal Officer for its BDC and as the lead attorney for retail funds. From
2009 to 2015, Ms. Huffman was an associate in the Asset Management group at Willkie Farr & Gallagher LLP, where she focused on
the organization and operation of private and regulated funds. Ms. Huffman received a B.A. |
|
|
N/A |
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name,
Address
and
Age |
|
|
Position(s)
Held
with
Fund |
|
|
Term
of
Office and
Length
of
Time
Served |
|
|
Principal
Occupation(s)
During
Past Five Years |
|
|
No.
of
BlackRock
Advised
BDCs
Overseen |
|
|
Other
Public
or
Investment
Company
Directorships
Held
by
Director*
|
|
|
Officers
Who Are Not Directors - (Continued) |
| |||||||||||||||
|
|
|
|
|
|
|
|
|
|
degree,
summa cum laude, from Boston University in 2004 in International Relations. Ms. Huffman also received a J.D. degree, cum laude, from
Fordham University School of Law in 2009. |
|
|
|
|
|
|
|
|
Patrick
Wolfe
50
Hudson Yards New York, New York 10018
Year
of birth: 1982 |
|
|
Chief
Operating Officer |
|
|
N/A;
2024 to present |
|
|
Patrick
Wolfe is Chief Operating Officer of the Company and BlackRock’s other BDCs: BlackRock Direct Lending Corp. and BlackRock Private
Credit Fund. He is also a Senior Portfolio Manager in the BlackRock’s Global Private Debt Platform. He is Head of Portfolio Construction
for U.S. Private Capital’s U.S. Direct Lending funds which includes overseeing allocations, portfolio positioning, and liability
management. Mr. Wolfe is also Senior Portfolio Manager on BlackRock Credit Strategies Fund, Senior Portfolio Manager for the Company,
BDLC and BDEBT, and Head of U.S. middle-market CLOs at BlackRock. Mr. Wolfe joined BlackRock through the acquisition of TCP. At TCP,
Mr. Wolfe was a portfolio manager on the U.S. Direct Lending Funds and launched the middle-market CLO platform taking the business
to over $1 billion of assets. He also co-led led the development of the firm’s proprietary private credit software platform.
He was one of the creators of the Direct Lending fund structure designed for insurance company clients. Before TCP, Mr. Wolfe was
in structured credit at Deutsche Bank for six years focusing on the structuring, issuance, and management of CLOs and other credit strategies.
He began his career in 2006 at KSJG LLP in the Advisory group focused on mortgage banking. Mr. Wolfe earned a B.S. in Accounting
from San Diego State University in 2006. Mr. Wolfe volunteers his time as a member of the Board of Directors for the Southern California
Golf Association (“SCGA”) and Southern California Golf Association Junior Foundation. |
|
|
N/A |
|
|
N/A
|
|
|
Dan
Worrell
50
Hudson Yards New York, New York 10018
Year
of birth: 1963 |
|
|
Co-Chief
Investment Officer |
|
|
N/A;
2024 to present |
|
|
Mr. Worrell
serves as the Co-CIO of the Company and BlackRock’s other BDCs: BlackRock Direct Lending Corp. and BlackRock Private Credit Fund.
Mr. Worrell is a member of Blackrock’s US Private Capital Group (“USPC”), where he focuses on direct lending and
special situation strategies. He is a member of the USPC Management |
|
|
N/A |
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name,
Address
and
Age |
|
|
Position(s)
Held
with
Fund |
|
|
Term
of
Office and
Length
of
Time
Served |
|
|
Principal
Occupation(s)
During
Past Five Years |
|
|
No.
of
BlackRock
Advised
BDCs
Overseen |
|
|
Other
Public
or
Investment
Company
Directorships
Held
by
Director*
|
|
|
Officers
Who Are Not Directors - (Continued) |
| |||||||||||||||
|
|
|
|
|
|
|
|
|
|
Operating
Committee and the head of USPC’s Underwriting Committee, and a voting committee member of USPC. He also serves on the investment
committees for other private credit funds managed by BlackRock. Prior to joining BlackRock. Mr. Worrell was a Managing Director at
TCP, which he joined in 2007, where he headed multiple industry sectors. Mr. Worrell has been on the Board of Directors of several
portfolio companies in the Consumer and Healthcare industries. Prior to his current role, Mr. Worrell was a High Yield Portfolio
Manager with Mulholland Capital Advisors, where he analyzed and invested in high yield credit opportunities, capital structure arbitrage
and special situations. He has also previously invested in distressed companies and special situations at Gruss Partners, JP Morgan and
as an Investment Manager at a Central Asia-focused private equity fund based in Kazakhstan. Mr. Worrell earned an M.B.A. from Columbia
University in 1991. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
Directorships disclosed
under this column do not include directorships disclosed under the column “Principal Occupation(s) During Past Five Years.” |
† |
Mr. Tseng is an “interested
person” (as defined in the 1940 Act) of the Company by virtue of his current position with the Advisor. |
|
15 |
|
|
16 |
|
|
17 |
|
|
18 |
|
|
19 |
|
|
20 |
|
|
21 |
|
|
|
|
|
|
|
|
|
|
|
Fees
Earned or
Paid
in Cash(1)(2) |
|
|
Total
|
Interested
Directors: |
|
|
|
|
||
Philip
Tseng |
|
|
—
|
|
|
—
|
Independent
Directors: |
|
|
|
|
||
Eric
J. Draut |
|
|
$
183,000 |
|
|
$
183,000 |
Karen
L. Leets |
|
|
$
160,000 |
|
|
$160,000
|
Andrea
L. Petro |
|
|
$
162,000 |
|
|
$162,000
|
John
R. Baron |
|
|
$80,000 |
|
|
$80,000
|
Maureen
K. Usifer |
|
|
$88,000 |
|
|
$88,000 |
|
|
|
|
|
|
|
(1) |
For a discussion of the Independent
Directors’ compensation, see below. |
(2) |
The Company does not maintain
a stock or option plan, non-equity incentive plan or pension plan for its directors. |
• |
We have entered into an
investment management agreement with the Advisor. |
• |
The Administrator provides
us with administrative services necessary to conduct our day-to-day operations. For providing these services, facilities and personnel,
the Administrator may be reimbursed by us for |
|
22 |
|
• |
We have entered into
a royalty-free license agreement with the Advisor and BlackRock, Inc., pursuant to which the Advisor and BlackRock have agreed to grant
us a non-exclusive, royalty-free license to use the name “TCP” and “BlackRock.” |
|
23 |
|
|
24 |
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
|
Stock
Price |
|
|
Premium/
Discount
of
High
Sales
Price
to
NAV(3) |
|
|
Premium/
(Discount)
of
Low
Sales
Price
to
NAV(3)
| ||||||
|
|
|
NAV(1)
|
|
|
High(2)
|
|
|
Low(2)
|
| |||||
Fiscal
year ended December 31, 2023 |
|
|
|
|
|
|
|
|
|
|
|||||
First
Quarter |
|
|
$13.00 |
|
|
$13.37 |
|
|
$9.73
|
|
|
2.8% |
|
|
(25.2)% |
Second
Quarter |
|
|
12.94
|
|
|
11.42 |
|
|
9.76
|
|
|
(11.7)% |
|
|
(24.6)% |
Third
Quarter |
|
|
12.72
|
|
|
12.89 |
|
|
11.00
|
|
|
1.3% |
|
|
(13.5)% |
Fourth
Quarter |
|
|
11.90
|
|
|
12.41 |
|
|
10.37
|
|
|
4.3% |
|
|
(12.9)% |
Fiscal
year ended December 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|||||
First
Quarter |
|
|
$11.14
|
|
|
$11.99 |
|
|
$9.90
|
|
|
7.6% |
|
|
(11.1)% |
Second
Quarter |
|
|
10.20
|
|
|
11.48 |
|
|
9.93
|
|
|
12.5% |
|
|
(2.7)% |
Third
Quarter |
|
|
10.11
|
|
|
11.02 |
|
|
8.08
|
|
|
9.0% |
|
|
(20.1)% |
Fourth
Quarter |
|
|
9.23
|
|
|
9.54 |
|
|
7.80
|
|
|
3.4% |
|
|
(15.5)% |
Fiscal
year ended December 31, 2025 |
|
|
|
|
|
|
|
|
|
|
|||||
First
Quarter (to March 26, 2025) |
|
|
$9.23(4) |
|
|
9.45
|
|
|
7.72
|
|
|
2.4%(4) |
|
|
(16.3)%(4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
NAV per share is determined
as of the last day in the relevant quarter and therefore may not reflect the NAV per share on the date of the high and low sales prices.
The NAVs shown are based on outstanding shares at the end of each period. |
(2) |
The High/Low Stock Price
is calculated as of the closing price on a given day in the applicable quarter. |
(3) |
Calculated as of the respective
High/Low Stock Price divided by the quarter end NAV. |
(4) |
NAV has not yet been finally
determined for any day after December 31, 2024. |
|
25 |
|
• |
a majority of our Independent
Directors and a majority of the Company’s Directors who have no financial interest in the sale have approved the sale as in the
best interests of the Company and its stockholders; |
• |
a majority of such Directors,
who are not interested persons of us, in consultation with the underwriter or underwriters of the offering if it is to be underwritten,
or a sales manager or sales managers, have determined in good faith, and as of a time immediately prior to the first solicitation by or
on behalf of us of firm commitments to purchase such securities or immediately prior to the issuance of such shares of our common stock,
that the price at which such shares of our common stock are to be sold is not less than a price which closely approximates the market
value of those shares of our common stock, less any underwriting commission or discount, which could be substantial; and |
• |
the number of shares
to be sold on any given date pursuant to such authority does not exceed 25% of the Company’s then outstanding common stock immediately
prior to each such sale. |
|
26 |
|
|
27 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
|
|
|
Prior
to
Sale
Below
NAV |
|
|
Example
1
5
% Offering
at
5% Discount |
|
|
Example
2
10%
Offering
at
10% Discount |
|
|
Example
3
25%
Offering
at
25% Discount |
|
|
Example
4
25%
Offering
at
100% Discount | ||||||||||||
|
Following
Sale |
|
|
%
Change |
|
|
Following
Sale |
|
|
%
Change |
|
|
Following
Sale |
|
|
%
Change |
|
|
Following
Sale |
|
|
%
Change | |||||
Offering
Price |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Price
per Share to Public |
|
|
|
|
$9.23
|
|
|
|
|
$8.74
|
|
|
|
|
$7.29
|
|
|
|
|
$—
|
|
|
|||||
Net
Proceeds per Share to
Issuer |
|
|
|
|
$8.77
|
|
|
|
|
$8.31
|
|
|
|
|
$6.92
|
|
|
|
|
$—
|
|
|
|||||
Decrease
to NAV |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total
Shares Outstanding |
|
|
85,080,000 |
|
|
89,334,000
|
|
|
5.00% |
|
|
93,588,000
|
|
|
10.00% |
|
|
106,350,000
|
|
|
25.00% |
|
|
106,350,000
|
|
|
25.00% |
NAV
per Share |
|
|
$9.23 |
|
|
$9.21
|
|
|
(0.24)% |
|
|
$9.14
|
|
|
(0.91)% |
|
|
$8.77
|
|
|
(5.00)% |
|
|
$7.38
|
|
|
(20.00)% |
Dilution
to Stockholder |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Shares
Held by
Stockholder
A |
|
|
850,800 |
|
|
850,800
|
|
|
—
|
|
|
850,800
|
|
|
—
|
|
|
850,800
|
|
|
—
|
|
|
850,800
|
|
|
—
|
Percentage
Held by
Stockholder
A |
|
|
1.0% |
|
|
0.95% |
|
|
(4.76)% |
|
|
0.91% |
|
|
(9.09)% |
|
|
0.80% |
|
|
(20.00)%
|
|
|
0.80% |
|
|
(20.00)% |
Total
Asset Values |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total
NAV Held by
Stockholder
A |
|
|
$7,851,230 |
|
|
$7,832,537
|
|
|
(0.24)% |
|
|
$7,779,855
|
|
|
(0.91)% |
|
|
$7,458,669
|
|
|
(5.00)% |
|
|
$6,280,984
|
|
|
(20.00)% |
Total
Investment by Stockholder A (Assumed to be $12.93 per Share) |
|
|
$7,851,230 |
|
|
$7,851,230
|
|
|
—
|
|
|
$7,851,230
|
|
|
—
|
|
|
$7,851,230
|
|
|
—
|
|
|
$7,851,230
|
|
|
—
|
Total
Dilution to Stockholder A (Total NAV Less Total Investment) |
|
|
— |
|
|
$18,693
|
|
|
|
|
$71,375
|
|
|
|
|
$392,562
|
|
|
|
|
$1,570,246
|
|
|
||||
Per
Share Amounts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
NAV
per Share Held by Stockholder A |
|
|
|
|
$9.21
|
|
|
|
|
$9.14
|
|
|
|
|
$8.77
|
|
|
|
|
$7.38
|
|
|
|||||
Investment
per Share Held by Stockholder A (Assumed to be $12.93 per Share on Shares Held Prior to
Sale) |
|
|
$9.23 |
|
|
$9.23
|
|
|
|
|
$9.23
|
|
|
|
|
$9.23
|
|
|
|
|
$9.23
|
|
|
||||
Dilution
per Share Held by Stockholder A (NAV per Share Less Investment per Share) |
|
|
|
|
$(0.02)
|
|
|
|
|
$(0.08)
|
|
|
|
|
$(0.46)
|
|
|
|
|
$(1.85)
|
|
|
|||||
Percentage
Dilution to Stockholder A (Dilution per Share Divided by Investment per Share) |
|
|
|
|
|
|
(0.24)% |
|
|
|
|
(0.91)% |
|
|
|
|
(5.00)% |
|
|
|
|
(20.00)% | |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28 |
|
|
|
|
|
|
|
|
|
|
|
2024
|
|
|
2023
|
Audit
Fees |
|
|
$
857,259 |
|
|
$
664,740 |
Audit-Related
Fees |
|
|
140,000 |
|
|
22,500
|
All
Other Fees |
|
|
— |
|
|
—
|
Total |
|
|
$
997,259 |
|
|
$
687,240 |
|
|
|
|
|
|
|
|
29 |
|
|
30 |
|
|
31 |
|
|
32 |
|
|
33 |
|