BlackRock Capital Investment Corporation (“BCIC”) (NASDAQ: BKCC)
today announced that it has entered into an amendment (the
“Amendment”) to its $265 million senior secured revolving credit
agreement (as amended, including by the Amendment, the “Revolving
Credit Facility”). The Amendment, among other things:
- extends the maturity date of the loans made under the Revolving
Credit Facility (collectively, the “Loans”) from April 23, 2025 to
September 6, 2028;
- extends the termination date of the commitments available under
the Revolving Credit Facility (collectively, the “Commitments”)
from April 23, 2024 to September 6, 2027;
- reduces the applicable margin to be applied to interest on the
Loans by 25 basis points per annum and reduces the commitment fee
on unused Commitments from 40 basis points per annum to 37.5 basis
points per annum; and
- permits the merger of BCIC with and into Project Spurs Merger
Sub, LLC (“Merger Sub”), a Delaware limited liability company and
wholly-owned indirect subsidiary of BlackRock TCP Capital Corp., a
Delaware corporation (NASDAQ: TCPC) (“TCPC”), with Merger Sub
continuing as the surviving company (the “Merger”).
Upon and following the consummation of the Merger and
satisfaction of customary conditions precedent (as further
described in the Amendment), Merger Sub will assume all of the
rights and obligations of BCIC under the Revolving Credit Facility
and grant a lien on substantially all of its assets to secure the
obligations thereunder.
The Revolving Credit Facility continues to include an
“accordion” feature that allows BCIC, under certain circumstances,
to increase the size of the Revolving Credit Facility up to $325
million in the aggregate.
Usage of the Revolving Credit Facility continues to be subject
to a borrowing base, and the Revolving Credit Facility continues to
be secured by substantially all of the assets of BCIC and the
subsidiary guarantors.
In addition, the facility continues to contain customary
representations, covenants (including restrictions on the
incurrence of additional indebtedness, liens and dividends, and a
requirement to maintain a certain minimum amount of shareholder's
equity and a certain minimum ratio of total assets, less all
liabilities other than indebtedness, to indebtedness) and events of
default.
BCIC’s legal counsel is Skadden, Arps, Slate, Meagher & Flom
LLP.
ABOUT BLACKROCK CAPITAL INVESTMENT CORPORATION
Formed in 2005, BlackRock Capital Investment Corporation
(NASDAQ: BKCC) is a business development company that provides debt
and equity capital to middle-market companies.
BCIC’s investment objective is to generate both current income
and capital appreciation through debt and equity investments. BCIC
invests primarily in middle-market companies in the form of senior
debt securities and loans, and the investment portfolio may include
junior secured and unsecured debt securities and loans, each of
which may include an equity component. BCIC is a publicly-traded
business development company, 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.blackrockbkcc.com.
FORWARD-LOOKING STATEMENTS
This press release contains information relating to a proposed
business combination transaction between TCPC and BCIC whereby BCIC
will merge with and into Merger Sub with Merger Sub continuing as
the surviving company and as a wholly-owned subsidiary of Special
Value Continuation Partners, LLC, a Delaware limited liability
company and wholly owned direct consolidated subsidiary of TCPC
(the “Merger”). Some of the statements in this press release
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 its 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 press release 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 has based the
forward-looking statements included in this press release 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
SEC, including annual reports on Form 10-K, quarterly reports on
Form 10-Q and current reports on Form 8-K.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the Merger, BCIC and TCPC plan to file with
the SEC and mail to their respective stockholders a joint proxy
statement on Schedule 14A (the “Joint Proxy Statement”), and TCPC
plans to file with the SEC a registration statement on Form N-14
(the “Registration Statement”) that will include the Joint Proxy
Statement and a prospectus of TCPC. The Joint Proxy Statement and
the Registration Statement will each contain important information
about BCIC, TCPC, the Merger and related matters. This press
release 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 TCPC, from TCPC’s
website at http://www.tcpcapital.com 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 will be contained in the 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 press release is not, and under no circumstances is it to
be construed as, a prospectus or an advertisement and the
communication of this press release, 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20230906977591/en/
BlackRock Capital Investment Corporation Nik Singhal President
212-810-5427 nik.singhal@blackrock.com
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