Ladies and gentlemen, good afternoon. Welcome everyone to BlackRock TCP Capital Corp Second Quarter 2024 Earnings Conference Call. Today's conference call is being recorded for replay purposes. During the presentation, all participants will be in a listen-only mode. A question-and-answer session will follow the company's formal remarks. I will repeat these instructions before we begin the Q&A session. And now, I would like to turn the call over to Michaela Murray, a member of the BlackRock TCP Capital Corp Investor Relations team. Michaela, please proceed.

Thank you. Before we begin, I'll note that this conference call may contain forward-looking statements based on the estimates and assumptions of management at the time of such statements and are not guarantees of future performance. Forward-looking statements involve risks and uncertainties and actual results could differ materially from those projected. Any forward-looking statements made on this call are made as of today and are subject to changes without notice. Additionally, certain information discussed and presented may have been derived from third-party sources and has not been independently verified. Accordingly, we make no representation or warranty with respect to such information. Earlier today, we issued our earnings release for the second quarter ended June 30, 2024. We also posted a supplemental earnings presentation to our website at tcpcapital.com. To view the slide presentation, which we will refer to on today's call, please click on the Investor Relations link and select Events & Presentations. These documents should be reviewed in conjunction with the company's Form 10-Q, which was filed with the SEC earlier today. I will now turn the call over to our Chairman and CEO, Raj Vig.

Thanks, Michaela, and thank you all for joining TCPC's Q2 2024 earnings call. With me today is our President, Phil Tseng; our CFO, Erik Cuellar; as well as Jason Mehring, who was recently appointed as our COO. By way of background, Jason is a key member of our U.S. Direct Lending investment team with a long tenure at BlackRock and has been a voting and investment committee member of TCPC for some time now. Phil and I have worked with Jason for almost six years and we look forward to continuing to work with him in his expanded role. Today, after I provide an overview of our second-quarter results, Phil will discuss our portfolio and investment activities, and Erik will then review our financial results as well as our capital and liquidity position. We will all be available to answer questions. And before opening the call up to your questions, I will wrap up with some closing comments. I'll start now with the key highlights from the second quarter of 2024. We delivered adjusted net investment income of $0.38 per share and our annualized net investment income return on average equity was approximately 14%, which remains at the high end of our historical ranges. Our Board of Directors declared a third-quarter dividend of $0.34 per share, which implies dividend coverage of 112% based on our second-quarter adjusted NII. The third-quarter dividend is payable on September 30th to shareholders of record on September 16th. We continue to take a disciplined approach to our dividend with an emphasis on stability and strong coverage from recurring net investment income. As a reminder, throughout TCPC's 12-year history, we have consistently covered our dividends with recurring NII and have also paid several recent special dividends. During the second quarter, our NAV declined 8.4% and we added six portfolio companies to non-accrual status taking non-accruals from approximately 1.7% to 4.9% of fair value. While this increase is clearly notable and disappointing, it's important to point out that, for the most part, the change is due to a set of factors at each individual company level that are wholly unrelated, but coincidentally converged this quarter to drive the non-accrual levels. More importantly, these changes do not change our view of the overall strong health of our portfolio. I'd like to take a few minutes now to discuss a number of action items for several of the companies that have actually been in process for some time now that we believe can drive near-term improvements to the limited number of impacted names in the portfolio. Overall, the majority or roughly 70% of the increase in non-accruals is related to just three companies: SellerX, Pluralsight, and McAfee, most of which we have discussed in previous quarters. We have been working intensely with each of these companies towards a comprehensive balance sheet restructuring that we believe can facilitate a path to recovery. The first is SellerX, which is an Amazon aggregator. Following the combined impact of a stressed balance sheet and a slowdown in online consumer spending, we decided to place SellerX on non-accrual status this quarter. We've been actively engaged with company management, the rest of the lender group, and SellerX’s ownership group to effectuate an agreement to address the company's capital structure and liquidity. You may recall that we've briefly placed Thras.io on non-accrual status in Q4, a company that faced a similar set of challenges. As a result of its successful restructuring, the company quickly returned to approval status in the following quarter, Q1 of this year. We remain optimistic that over the medium to longer term the aggregator space remains attractive and that continued consolidation and cost optimization will result in fewer, larger-scale, and better-capitalized vendors. The second name is Pluralsight, which is held by a number of public BDCs and which many of you have probably heard about in the media or on other earnings calls already. As a reminder, Pluralsight is an enterprise learning platform that designs training software, online courses, and video for software developers. The company's premium product offering was negatively impacted by a tougher macroeconomic environment, which led to tighter IT budgets and layoffs in the tech sector as well as the higher rate environment which resulted in liquidity pressure for the company. While we are not the lead lender nor agent for Pluralsight, we have been closely engaged and aligned with the rest of the lender group to determine the best path forward and are hopeful for a near-term resolution of this process. The third notable move is McAfee, a cybersecurity company that has also seen weaker revenue trends and tighter liquidity over the past few quarters, resulting in their evaluation of a potential balance sheet restructure. There are a number of public news articles and public disclosures suggesting the company is evaluating a financing alternative that would ease its near-term liquidity challenges. The remaining approximately 1% of change in our accruals is related to another three companies that we have discussed before: Lithium, Astra, and INH Buyer, each of which has experienced idiosyncratic circumstances that have led to credit considerations sufficient for us to reflect the non-accrual names this quarter. In summary, at the end of June, debt investments in 10 of our 150 portfolio companies or approximately 6% were on non-accrual status representing 10.5% of the portfolio at cost and again 4.9% at fair value. Net realized losses for the quarter were $35 million due to the restructuring of our investments in Thras.io previously mentioned and Hylan. Net unrealized losses were $52 million driven primarily again by SellerX, Pluralsight, and Lithium. Despite these challenging names, the overall credit quality of our portfolio remains strong and we are actively monitoring the health of our portfolio companies with respect to their business, end markets, capital structure, and the impact of higher rates and inflation on their performance. As of June 30, 2024, our weighted average internal risk rating was 1.5 compared to 1.56 as of March 31, 2024, underscoring that our portfolio companies are performing generally in line or above our base case expectations, and the majority of our portfolio companies continue to report revenue and margin expansion. For reference, the rating categories are defined in the footnotes of our investor presentation. Before turning the call over to Phil, I would like to share a few additional updates. First, I'd like to congratulate Phil, who was recently appointed to TCP's Board of Directors. As you know, Phil has been an invaluable contributor to our company for many years and is both our President and a member of BlackRock's Private Debt Platform. Second, I'm pleased that we were able to capitalize on attractive capital market conditions to raise $325 million of fixed-rate unsecured debt at an attractive rate of 6.95% in May 2024. In addition, on August 1, we amended our credit facility extending the maturity date by three years and reducing the SOFR rate adjustment on the facility. When we announced TCPC's merger with BlackRock Investment Capital Corp, we noted that one of the benefits of the merger would be improved access to capital and we are pleased to see that it is already happening. We appreciate the support of our bondholders and bankers and are glad to have the dry powder to capitalize on new investment opportunities. Now, I'll turn it over to Phil to discuss our investment activity and portfolio.

Thanks, Raj. In the second quarter, we invested $130 million, $124 million of which was in senior secured loans. We experienced a meaningful pickup in activity across our platform, as deployments increased by approximately 40% versus last year, reflecting the return of M&A and refinancing activity. Deployments in the quarter included loans to five new and five existing portfolio companies, and all of our debt investments in the second quarter were first lien loans. Investing in incumbent portfolio companies is an important part of our strategy and a competitive advantage that allows us to invest new capital in great businesses in industries that we know well. During the second quarter, we made a follow-on investment in AlphaSense, a growing enterprise SaaS company that provides an artificial intelligence and machine learning search engine to financial services firms, corporations, and global consulting firms that want access to market intelligence on competitors, customers, and markets. TCPC provided AlphaSense with a first lien term loan in 2022 as a sole lender, and we're thrilled to participate in their recent refinancing to support a business that is now twice the size compared to when we made the initial loan in 2022. This is a great example of how we support our borrowers across their lifecycle and how we've earned a strong reputation with management teams for doing so. Another company we invested in during the quarter was SumUp, a leading global payment solutions company focused on empowering small to medium-sized merchants with an affordable intuitive payment solution. In 2021, we provided SumUp with a first lien term loan to support geographic and product offering expansion plans. Since then, SumUp successfully executed its strategy. We were pleased to participate in their 2024 refinancing. SumUp was co-sourced by our U.S. direct lending team and BlackRock's Capital Markets business, which speaks to the benefits we've realized from being part of the BlackRock platform. We believe our channel-agnostic approach to deal sourcing allows us to eliminate risks associated with single-source channel concentration and to remain selective in choosing the best possible investments from as robust a pipeline at any point in time. The weighted average annual effective yield of our portfolio was 12.4% compared with 13.4% last quarter. We've received $185 million in proceeds from the sale or repayment of investments during the quarter. New investments had a weighted average yield of 12.6%, while investments we exited had a yield of 14.2%, which explains some of the yield compression we experienced this quarter. We remain disciplined with our underwriting standards in an environment where spreads have tightened. In several instances, we chose not to refinance or reprice existing loans at lower yields or without covenants when the perceived risk simply did not match our potential return targets. At quarter end, our portfolio was comprised of investments in 158 companies with a total fair market value of approximately $2 billion and an average investment size of $12.5 million. 91% of our portfolio was invested in senior secured loans, 81% of which were in first lien loans. 93% of our debt investments were in floating rate loans. Recurring income was distributed broadly across our diverse portfolio with more than 75% of our portfolio companies each contributing less than 1% of the total. Now, I'll turn it over to Erik to walk through our financial results and our capital and liquidity position.

Thank you, Phil. As Raj noted, our net investment income for the quarter was $0.38 per share on an adjusted basis. As detailed in our earnings press release, adjusted NII excludes amortization of the purchase accounting discount resulting from the merger with BCIC and is calculated in accordance with GAAP. A full reconciliation of adjusted NII to GAAP NII as well as other non-GAAP financial metrics is included in our earnings press release and 10-Q. Gross investment income for the second quarter was $0.84 per share. This included recurring cash interest of $0.67 per share, nonrecurring interest of $0.07, recurring discount and fee amortization of $0.04, and PIK income of $0.03. PIK income remains in line with the average of our history. Investment income also included $0.03 of dividend income. Operating expenses for the second quarter were $0.42 per share, including $0.23 of interest and other debt expenses, reflecting higher interest rates and debt expenses from the merger with BCIC and the issuance of our 2029 notes during the quarter. Incentive fees for the quarter totaled $6.8 million or $0.08 per share. Net realized losses for the quarter were $35.5 million or $0.41 per share. Net unrealized losses totaled $52 million or $0.60 per share, primarily reflecting unrealized markdowns on the investments Raj discussed earlier. The adjusted net decrease in assets for the quarter was $51.3 million or $0.60 per share. At the end of the second quarter, our available liquidity was $780 million, which includes $585 million in available capacity under our leverage program and $195 million of cash and cash equivalents. Unfunded loan commitments to portfolio companies were only 5% of total investments or approximately $93 million of which only $58 million were revolver commitments. Net leverage at the end of the quarter was 1.13x, which is well within our target range of 0.9x to 1.20x. Our diverse and flexible leverage program includes three low-cost credit facilities, four unsecured note issuances, and an SBA program. The weighted average interest rate on debt outstanding at the end of the quarter was 5%. Now, I'll turn the call back over to Raj.

Thanks, Erik. Before taking your questions, I will wrap up with some closing comments. Although the private credit market and our business are showing many healthy signs, we did experience higher non-accruals this quarter. Over our 20 plus year history, we've been through some challenging times and we're taking the same approach we have always as it has proven effective. That approach is to maintain a deep understanding of the business and its long-term prospects and to work collaboratively with our borrowers, other lenders applicable and business owners to constructively resolve business and credit issues. Resolving issues quickly is a priority, but we are also equally focused on achieving the best possible outcome for our investors. As we head into the second half of 2024, we have a strong capital position and a robust pipeline of opportunities. We are taking a highly selective and disciplined approach to deploying capital with a credit-first downside protected mindset. We remain focused on the core middle market, where there is less competition, more covenant protection, and attractive pricing. We continue to invest in great companies that have the business model and management teams to operate successfully in the current environment. We continue to pass on transactions that do not meet our underwriting standards, leveraging our experience in special situations lending to structure deals with strong financial covenants and lender-friendly deal structures. As Phil mentioned, we are also supporting many existing portfolio companies with follow-on financing. We remain committed to maintaining our well-covered dividend and to delivering attractive returns to our shareholders and look forward to keeping you updated on our progress. And with that operator, please open the call for questions.

The first question is from Christopher Nolan with Ladenburg Thalmann.

I got a number of questions here. How much did the increase in non-accruals affect EPS in the quarter?

Yes. Good question, Chris. It was roughly $0.08 per share. That's the increase in the quarter. And I'll just note, we did take all of them on non-accrual as of the beginning of the quarter, so that was the full quarter impact.

Okay. And I guess that should be sort of a runway assuming that these take a few quarters to resolve. Is that a fair assumption?

Yes. It's still ongoing currently, but it would be incremental to what we reported in the quarter. The quarter already reflected no income on these things.

Okay. I know that BCIC and TCPC had overlapping investments, but how much of these were legacy TCPC and how much came from the merger?

Keep in mind that at the time of the merger, the portfolios were pretty much overlapping except for a few legacy BCIC positions, for the most part related to the Gordon Brothers entity. I wouldn't necessarily call them legacy TCPC or legacy BCIC. Both portfolios were active and converged over time since TCPC's acquisition over six years ago. It's not really a distinction, given that we invest across the variety of funds we manage.

Leverage is now an issue for you guys. Your debt-to-equity ratio according to my estimate is 1.34. What sort of range are you targeting? What's the upper limit?

Yeah. And I'm assuming that 1.34 that you mentioned is not net of cash. Yeah, so our regulatory net leverage is 1.13x. That is net of cash. We actually were holding off to about $194 million of cash at the end of the quarter, which will be primarily used to repay our 2024 notes, which are due in about a week from now. So we purposely had not prepaid them as we're actually earning more in cash than the rate on those notes are coming due next week.

Yeah. I guess I would push back on that Chris. I don't think leverage is an issue. I think there are a couple of moving items that may make you look at it all in net. It's actually pretty much in the range of what we've been doing historically, maybe even a little lower.

Yes, net of cash, that's a fair point. Last point is, you guys seem to accelerate investments in the quarter. And you just completed a merger and the non-accruals increased. It seems like you had a lot of stuff going on in the quarter. And why was it this quarter that you suddenly decide to step on the gas for more investments?

Maybe I'll ask Phil to discuss the investment side. Since the one outlier quarter is completely non-accruals, time will determine in the near future whether that is just a spike or a convergence of events that are fluctuating. I'll turn it over to Phil regarding the investments. I wouldn't describe it as accelerating; it’s pretty normal deployment.

Yeah, Chris. Hi, it's Phil. Yeah, we don't really view it as having accelerated our deployment. I think maybe what you're seeing is a number of companies that were in our portfolio have grown and actually refinanced the existing loans. I mentioned SumUp and AlphaSense in the script earlier largely because those are ones that we actually upsized our investments in as they grew in size. So our existing portfolio companies are looking for expanded financing opportunities to support their growth and they've shown great evidence of execution and supportive equity value there underneath the debt, then we're very happy to continue investing new dollars to support their growth. And I think that's what we saw last year.

The next question is from the line of Robert Dodd with Raymond James.

Hi guys. A question about, like, overall portfolio construction. Right? I mean, it looks like over the last little while, there's been more concentration by industry than by portfolio name. Right? I mean, the Amazon aggregator space, it's a niche. You have 150 plus different companies, but 4 of them were in the same niche and 3 of those 4 ended up with a major restructuring or another quarter. Are there other pockets within the portfolio where you might have multiple portfolio names, but they're operating in the same niche. So is there more industry concentration than it looks like there is when we look at name concentration? Because that was certainly the case in the Amazon aggregated space and that that hasn't worked out really well.

Yes. It's a great question. And I think let me kind of address it in a couple of ways. The aggregator space absolutely is correlated and I think for several quarters now, maybe more, we've been talking about it. It's just a matter of time between the ones that have pulled the trigger, so to speak, on restructuring, in many cases, which we are pushing. And last quarter, in Q4 and Q1, you saw Thras.io come in and out. This quarter, you saw SellerX. Ultimately, they are, I think, going to continue some view around consolidation, scale benefits, et cetera. Again, we've been talking about those themes, kind of as a one off in this space for some time now. Beyond that, we do not see any correlation along the lines that you're talking about. We have had a weighting to industries that we like, and I think that generally has worked out very well for us, in very defensive names. And keep in mind in some of these industries like software or healthcare or professional or financial services, there are many subcategories that really don't correlate even though they may be under one kind of holding industry grouping. We do not see that. The only other thing I would say and again we've talked about in the past is, there's some risk in healthcare around regulatory reimbursement, but for the most part we've navigated that I think well. But the aggregated space in and of itself is unique. So thus far we don't see a trend line like, in the portfolio.

Appreciate that. I mean that's, I guess, the question. I mean, is there anything that's been done in how deals are value-added, how they're onboarded in future to avoid any risk of these kind of correlated industry but not same name concentrations? I mean, has anything changed in procedures to avoid this kind of situation out there?

Look, I think it's a double-edged sword. In many ways, the ability to invest within an industry, and the knowledge that comes from that approach has actually net-net been a very big positive. Being able to assess competitors, being able to talk to industry executives and really do a deep dive has allowed us, I think, to invest well by industry. I think the case of the aggregators that might have been it wasn't necessarily a risk approach. In fact, we've avoided a lot of worse outcomes in the aggregator space. I think what we had was a whipsaw effect coming out of COVID with the balance sheet and inventory over-purchasing and then consumer spending decline that just hit those companies. There was a little bit of bad forecasting on trends that actually long-term will be positive. So net-net, the industry approach has been a great way for us to invest knowledgeably and choose the best companies. I think in this one case thus far it has been a detriment, but the show isn't over. And I would say, like all restructurings, until the money is back and the cash is in, you don't know what it looks like, but our history of getting very strong recovery on names that have volatility until on an unrealized basis, I would highlight that record as being very positive and effective. And time will tell here and the story isn't over.

I agree. Right. You do have a good track record on that front. So that's the follow-up next question of the dollar-amount for more broadly stressed assets you have right now, how many or what percentage are you in the driver's seat of the restructuring? Obviously, that's not the case with Pluralsight, for example, and probably not McAfee. Right? So on that front, I mean, how many are you driving the car so to speak to get that restructuring outcome?

I would say in most of them, we are pretty meaningfully involved and I would include that. Obviously, Pluralsight is a longer list of folks, very qualified folks that we are working with. But if you take the argument that in every quarter, which we talk about, most of our deals are either sole led or small club, then by proxy, the negotiations and the process for the portfolio that's built that way will have us being the sole or very influential voice on restructuring. And that's by design, that's not a coincidence. And we want to be involved and meaningfully involved because I think we have a DNA which more often than not results in a better than average outcome.

Yes, got it. Understood. Then just more broadly, if I can, on I think about liquidity in the portfolio, not distressed names. Are you seeing any changes in sponsor willingness to support, obviously, it's all parallel to qualify where the sponsor is not supporting, but are you seeing any incremental changes in how sponsors are willing to discuss, et cetera, what they're asking for or whether they're continuing where necessary to always efforts to put capital? Is anything changing on that front?

Robert, it's Phil. I would say we're not really seeing a real change in sponsors' interest in supporting and not supporting their companies. I think it's very much a case-by-case basis. As you can imagine, they're making rational decisions around the valuation of the businesses where they're putting up new money, whether it's equity or some kind of subordinated piece of paper, and also the return on that new money. So I think it's very much a case-by-case basis depending on how the company is performing, how levered the business is, and how long it will take to turn it around given the accretion. If the company is going through a tough amendment, maybe there's a lot of PIK, which keeps accreting, pushing down the value of the equity and so on. So I think it's very much a case-by-case basis. We are still seeing a number of sponsors putting in more money either to defend their ownership or to go on offense to support their company, to make an acquisition, or to keep growing the business. And that's across various industries. So I would say, generally speaking, I can't put a broad theme on sponsor behavior, but they're very much rational actors as are we.

The next question is from the line of Paul Johnson with KBW.

Hey, good afternoon. Thanks for taking my questions. Just a few following up on Robert's question, First on leverage, it would seem that the gross kind of 1.5 debt to equity, 1.3 sort of net leverage does seem a little high, possibly not outside of your target range, but it does seem like it might be, at least on the margin, a limiter of potential growth going forward. Just kind of want to get your thoughts on how you're managing around that as well as keeping in mind the investment grade rating. I'm sure there's some kind of leverage you would like to maintain, and I understand Fitch recently upgraded the rating outlook there as well. That's positive. But, mainly just kind of the management around current leverage levels would be helpful.

Yes, that's a good question, Paul. The leverage of 1.1x to 1.3x that you mentioned is very temporary and short-term. We consider it net of cash because next week, when we use that cash to pay down debt, you will see our leverage decrease by over 25 points. We expect it to be 1.13x at the end of the quarter on a net basis, which fits within our range of 0.9x to 1.2x. Leverage is something we monitor closely on a daily basis, but we are comfortable with the current levels.

Got it. And then in terms of new investments, I think you talked about this a little bit in Todd's questions, but has there been a shift to potentially smaller investment sizes just kind of given the leverage constraint and continued focus on just diversification? Or how should we think about that?

Yes. I think you should think about it as being pretty consistent. We've always taken an approach of keeping a very diversified portfolio with call it a 1%, maybe 1.5%, give or take, position size. So, we will continue that approach. I think given the size of the assets growing post-merger, the dollar amount may pick up, but you're not going to see the concentration pick up. The other thing is we absolutely will stay focused on being within the range of the guidance of the rating agencies. But there's a lot of room in my opinion, between the 1.13x and where that is and historical levels. The other thing I would highlight is, with a pickup in the market, both the BSL market and some of the activity in our market, we have seen a little bit of pickup in refinancings. And keep in mind those refinancings bring cash oftentimes with a bit of a prepayment and the unamortized OID being picked up and that's obviously a good source of capital without growing the leverage to redeploy and to put back in the market. Some of that you already saw in this quarter, based on the earlier question that Phil answered about deployment side, we're just getting money back and when we do that, that allows for us to meet the demand of our borrowers within the fund that the public funds.

Got it. Thanks for that. And then, last question for me was just on the adviser support for the dividend. Can you remind me, how long does the adviser commit their support for the dividend? And I was also curious, I believe it's a $0.32 level that the adviser has agreed to waive fees if earnings fall below that level? What's the reason for $0.32 versus just the $0.34 current dividend? What's the difference there?

Sure. Thanks for the question, Paul. The investment manager support lasts for four quarters following the merger's closing date, so there are two quarters of support remaining. This support applies to anything below $0.32 of net interest income. The $0.32 represents the dividend rate that TCP was paying when the merger was agreed upon. Since then, we have increased the dividend from that point, but that's the basis for the $0.32.

Yeah. And keep in mind this last quarter, the coverage was 112%, so it's kind of a moot point. It was really done as a shareholder protection, but we don't anticipate, certainly with the cover zones we have, even post the non-accruals, of being at that threshold.

Got it. That's helpful. And then just to be clear, it's two more quarters, so the dividend support will run through the end of this year.

Correct. That's correct.

There are currently no questions registered. The first question is from the line of Christopher Nolan with Ladenburg Thalmann.

Thank you all for your participation on today's call. I would like to thank our shareholders and capital partners for their continued support and our team for all their hard work and dedication. Thanks for joining us. This concludes today's call.

That concludes the BlackRock TCP Capital Corp. second quarter 2024 earnings call. Thank you for your participation. And enjoy the rest of your day.